Terms of Service

IMPORTANT: These Terms of Service govern the Resolv Tokens and the Site Services (each as defined below). By purchasing Resolv Tokens (whether through the Site or otherwise), transferring Resolv Tokens or accessing or using any of the Site Services (each as defined below), you acknowledge that you have read, understand, and completely agree to be bound by these Terms and agree that any purchaser or other transferee of a Resolv Token shall be subject to these Terms. If you do not agree to these Terms, as amended or modified by any subsequent amendment, change or update: (a) do not purchase Resolv Tokens (whether though the Site or otherwise), (b) sell or transfer any Resolv Tokens you already hold, and (c) do not access or use any of the Site Services. These Terms may be amended, changed, or updated by the Resolv Parties at any time and without prior notice to you.

These Terms were last updated 1 August 2024.

Only eligible persons are permitted to access or use the Site Services. Any person that is not eligible that utilises the Site Services or that accesses the Site will be in breach of these Terms and may have any Fiat, Digital Currency, funds, proceeds or other property, confiscated (all as defined below).

These Terms apply to users of the Resolv protocol and a frontend web application located at https://app.resolv.xyz (all web pages at such address are sometimes referred to as the “Site”). You should read these Terms carefully to determine which provisions apply to you. These Terms will continue to apply to you in respect of all services on the Site. By purchasing Resolv Tokens through the Site, transferring Resolv Tokens into an eligible Digital Wallet, looking up the Resov Collateral Pool (defined below) that are associated with a particular Digital Currency Address or seeking to redeem any Resolv Token through the Site (collectively or individually, the “Site Services”), the user (referred to herein as “you” or “your”) agrees to these Terms and that any purchaser or other transferee of Resolv Token of the user shall be subject to these Terms. By purchasing a Resolv Token in any way other than through the Site, the purchaser (also referred to herein as “you” or “your”) also agrees to these Terms and that any purchaser or other transferee of Resolv Token of the user shall be subject to these Terms.

These Terms, together with the incorporated materials, constitute the entire agreement and understanding between you and one or more of the following parties as applicable:

(a) Resolv Digital Assets Ltd. (together with any successors or assigns, “RDAL”) with respect to any use, purchase, sale and redemption of the Resolv Tokens and the Resolv Protcol; and

(b) Resolv Labs Ltd with respect to your access or use of the Site and any or all of the Site Services (together with any successors or assigns, “Resolv Labs”)

(each of you, RDAL and Resolv Labs being a “Party” and collectively, the “Parties” and RDAL and Resolv Labs together is collectively referred to herein as the “Resolv Parties”).

The Resolv Fee Schedule and Privacy Policy is incorporated into these Terms by reference. In the event of any inconsistency between these Terms and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on the Site, these Terms shall prevail.

The Resolv Protocol, the Resolv Tokens and the Site Services are complex and carry a high level of risk and are not appropriate for persons who do not possess the appropriate level of knowledge and experience to deal in them. None of the Resolv Parties are under any obligation to assess the suitability of the Resolv Tokens or Site Services for users and any comment or statement which may be made by Resolv Labs or any of their Related Parties as to the suitability of the Site Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.

The access or use of the Site and any of the Site Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.

1 Interpretation

1.1 Definitions

In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

“Accepted Digital Currency” means USDC and USDT and such other Digital Currency as may be included as an Accepted Digital Currency by RDAL by updating the published version of these Terms;

“Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;

“AML” means anti-money laundering, including, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Currency, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;

“Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;

“Canadian Person” means:

(a) a resident of any province or territory of Canada;

(b) any person established or organised in or under the Laws of Canada or any province or territory of Canada;

(d) any person established or organised outside Canada or any province or territory of Canada, in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorises, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the person.

“Controlling Person” means any person who owns more than a 25 percent interest in any person or affiliate;

“Copyrights” has the meaning set out in paragraph 10.2 of these Terms;

“CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;

“CTF” means counter-terrorist financing;

“Digital Currency” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as bitcoins, and Resolv Tokens;

“Digital Wallet Address” means an alphanumeric identifier that represents a potential destination for a Digital Currency transfer, which typically is associated with a user’s Digital Wallet;

“Digital Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Currency;

“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalised by any applicable Laws, including those relating to the Resolv Collateral Portfolio;

“Eligible U.S. Person” means a person who meets the definition of Accredited Investor set forth in Rule 501(a) of Regulation D under the U.S. Securities Act, and has to RDAL’s satisfaction attested to facts supporting such qualification;

“ETH” means Ethereum, a type of Digital Currency based on an open source cryptographic protocol existing on the Ethereum Network;

“Ethereum Network” means the online, end-user-to-end-user network hosting a public transaction ledger, known as a blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Ethereum network;

“FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;

“FATF” means the Financial Action Task Force;

“FIA” means the Financial Investigation Authority of the British Virgin Islands;

“Fiat” means the money or currency of any country or jurisdiction that is:

(a) designated as legal tender; and,

(b) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;

“FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;

“Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;

“Government Approval” means any authorisation, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Site Services or any transaction entered into under these Terms;

“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any person who is acting in an official capacity for any of the foregoing, even if such person is acting in that capacity temporarily and without compensation;

“Ineligible U.S. Person” means any U.S. Person that is not an Eligible U.S. Person;

“Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site;

“Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;

“Marks” has the meaning set out in paragraph 10.1 of these Terms;

“OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;

“person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organisation, group, or entity (whether or not having separate legal personality);

“Personal Information” has the meaning set out in the Privacy Policy;

“Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), Iran , Syria, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), the self-proclaimed Kherson People’s Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People’s Republic (a region of Ukraine);

“Prohibited Person” means:

(a) any Ineligible U.S. Person;

(b) the Government of Venezuela;

(c) citizen or resident of, Government or Government Official of, or person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and

(d) any Sanctioned Person;

“Privacy Policy” means the privacy policy specified on the web page https://app.getterms.io/view/xUkjN/privacy/en-us;

“Prohibited Use” has the meaning set out in paragraph 8 of these Terms;

“Related Parties” means each of RDAL and Resolv Labs and each and every one of their Affiliates and each of RDAL’s and Resolv Labs and their Affiliates’ shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys;

“Resolv Collateral Pool” means the designated pool of Digital Currency maintained by RDAL with a purpose to ensure that USR is redeemable on one-to-one dollar value basis for other Accepted Digital Currency and any excess collateral in the pool shall be allocatable to RLP in accordance with these Terms;

“Resolv Fee Schedule” means the fee schedule specified on the web page https://docs.resolv.xyz/protocol-mechanics/fees;

“Resolv Parties” means each of RDAL and Resolv Labs;

“Resolv Tokens” means each of USR and RLP;

“RLP” means the Digital Currency available for sale and redemption at the Site from time to time and further described in these Terms;

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organisation or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), United States and the United Nations;

“Sanctioned Person” refers to any person or Digital Wallet Address that is:

(a) specifically listed in any Sanctions List;

(b) directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a Digital Wallet associated with such person or persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or

(c) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalised under applicable Economic Sanctions, AML, or CTF Laws;

“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including FATCA and CRS;

“Terms” means these terms and conditions of sale and service, as they may be changed, amended, or updated from time to time, including the Resolv Fee Schedule and the Privacy Policy;

“Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);

“United States” or “U.S.” means the several states of the United States and the District of Columbia;

“U.S. Account” means any account that is held by one or more U.S. Persons or non-U.S. entities that have one or more Controlling Persons who is a U.S. Person;

“U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;

“U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organised, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of:

(a) accepting deposits

(b) making, granting, transferring, holding, or brokering remittances, loans, or credits; or

(c) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;

“U.S. Person” means:

(a) a U.S. Citizen or U.S. Resident;

(b) a corporation, partnership, or other entity established or organised in or under the Laws of the United States;

(d) any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust;

(e) any person organised or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorises, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the person; or

(f) any pension plan for the employees, officers or principals of a legal entity described in paragraph 1.1.45.2, unless the pension plan is primarily for foreign employees of such entity.

“USDC” means the Digital Currency known as USD Coin.

“USDT” means the Digital Currency known as Tether.

“USR” means the Digital Currency available for sale and redemption at the Site from time to time and further described in these Terms;

“Virus” means any harmful or surreptitious code with a purpose to, effect of or that could be reasonably be expected to:

(a) cause any unplanned interruption of the operation of a website or computer systems;

(b) unauthorised use of a website or computer systems;

(d) block access to, or prevent the use or accessibility of a website or computer systems. Viruses include malware, trojan horses, system monitors/keyloggers, dialers, adware, and adware cookies lockup, time bomb, key lock device program, or disabling code; and

“you” or “your” means the user.

1.2 Headings

The headings and sub-headings in these Terms are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

1.3 Extended Meanings

Unless otherwise specified in these Terms, words importing the singular include the plural and vice versa and words importing gender include all genders. The word “include”, “includes” or “including” will be interpreted on an inclusive basis and be deemed to be followed by the words “without limitation”.

1.4 Governing Law

These Terms shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Site or these Terms likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles. For clarity, the acquisition and loss of rights in rem to any assets comprised within the Resolv Collateral Portfolio shall also be governed by the Laws of the British Virgin Islands.

2 Right to Use the Site

If you:

(a) have a Digital Wallet compatible for use with the Site Services;

(b) are not a Prohibited Person;

(d) comply with these Terms,

Resolv Labs grants you the limited right to use the Site Services. The right to use the Site Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms. Nothing in these Terms gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Site Services, the Copyrights or the Marks. Resolv Labs may suspend or terminate the provision of Site Services to you, as required by applicable Laws or where Resolv Labs determines that you have violated, breached, or acted inconsistent with any of these Terms.

2.2 Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating Resolv Tokens in any way or otherwise transacting on or using any Resolv Tokens, the Site Services or the Site.

2.3 No order or transaction in Resolv Tokens may be for the financial or other benefit of a Prohibited Person.

2.4 With respect to any person organised or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in paragraphs 2.2 and 2.3 are governed by the terms of paragraph (e) of the definition of “U.S. Person” set forth above and will be applied at the entity level.

2.5 persons who are not U.S. Persons with accounts that are not U.S. Accounts may be prohibited in the discretion of Resolv Labs from directly or indirectly holding, owning or operating Resolv Tokens in any way or otherwise transacting on or using any Resolv Tokens, the Site Services or the Site, if Resolv Labs believes or suspects that they are making a deposit, withdrawal, or transfer of Fiat or Digital Currency to, from, or through any U.S. Financial Institution to facilitate the provision of the Site Services.

2.6 The Resolv Parties are under no obligation to support any particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Currency resulting from a fork of a blockchain. Where a blockchain or protocol on which Resolv Tokens are issued is forked, the Resolv Parties may elect to suspend Site Services temporarily or for an extended period of time on little or no notice. The Resolv Parties will determine, in its sole discretion, whether to support a particular fork of a blockchain or protocol or whether to cease support for all version of a particular blockchain or protocol. Where the Resolv Parties determines to cease support for a particular blockchain or protocol, you will take any and all actions reasonably necessary to effectuate the migration of your Resolv Tokens to a supported blockchain or protocol identified by the Resolv Parties. The Resolv Parties assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your Resolv Tokens to another blockchain or protocol identified by the Resolv Parties.

3 Service Fees

All transactions involving Resolv Tokens may be subject to fees levied by the Resolv Parties as set out and updated in the Resolv Fee Schedule from time to time or as otherwise agreed between you and the Resolv Parties.

4 Resolv Tokens

4.1 Resolv Collateral Pool

The composition of the Resolv Collateral Pool used to back Resolv Tokens is within the sole control and at the sole and absolute discretion of RDAL. The Resolv Collateral Pool backs USR with a more than 100% ratio. Any excess of the Resolv Collateral Pool is used to back RLP.

4.2 USR

RDAL issues and redeems USR. RDAL will issue USR for consideration consisting of the Accepted Digital Currency. USR may be used, kept, or exchanged online wherever parties are willing to accept USR. USR are denominated in USD on a 1-to-1 basis. If you cause to be issued USR 100.00, RDAL holds Resolv Collateral Pool valued at USD 100.00 to back those USR.

4.3 RLP

RDAL issues and redeems RLP. RLP is a liquid Digital Currency, which may be used, kept, or exchanged online wherever parties are willing to accept RLP. RLP has a minting and redemption price (the “RLP Price”), representing value of ETH backing a single unit of RLP token. The RLP Price can vary. Collateral required for minting or redemption is based on the most recent published RLP Price. RLP is designed to protect USR from market and counterparty risks. In exchange, RLP users receive higher portion of profits of the Resolv Collateral Pool.

RLP is not linked to USD on a 1-to-1 basis, however it is backed by the Resolv Collateral Pool, value of which is designed to have as low volatility against USD as possible. On this basis, the RLP Price is changing as a result of accrual of profits of the Resolv Collateral Pool, which have a floating interest rate behaviour. The RLP Price can also change significantly as a result of occurrence of the following events:

(a) failure to pay, insolvency, restructuring or other credit events of similar nature with respect to counterparties of RDAL in connection with the Resolv Collateral Pool;

(b) significant changes in interest rates, including interest rates under the Digital Currency futures contracts (funding rates); and/or

4.4 Issuance & Redemptions

In order to cause USR or RLP (hereinafter referred to as a Resolv Token) to be issued or redeemed directly by RDAL, you must be a verified customer of RDAL. The right to have USR or RLP redeemed or issued is a contractual right personal to you. RDAL reserves the right to delay the redemption or withdrawal of a Resolv Token if such delay is necessitated by the illiquidity or unavailability or loss of any Resolv Collateral Pool held by RDAL to back the Resolv Tokens, and RDAL reserves the right to redeem USR or RLP (as the case may be) by in-kind redemptions of assets held in the Resolv Collateral Pool. RDAL makes no representations or warranties about whether any Resolv Tokens may be traded on the Site at any point in the future, if at all.

4.5 Forks, Wrapping and Bridging

Resolv Tokens are issued on various decentralised and open-source blockchains and protocols. Blockchains and protocols can sometimes experience events called “forks” where an alternative version of a blockchain or protocol is created. Where forks occur, it is possible that multiple versions of a Digital Currency available on such blockchain or protocol could be created, for example, one on each fork. Due to the nature of Resolv Tokens, if a fork creates two or more Digital Currency which purport to be a USR or RLP (as the case may be), it is only possible for one of those Digital Currency to be a USR or RLP (respectively). As a result, in the event of a fork only the Digital Currency on the particular blockchain or protocol that RDAL announces on its website as being supported by RDAL are USR or RLP (as the case may be). Any other Digital Currency resulting from the fork are not USR. RDAL assumes no liability or responsibility whatsoever for any losses or other issues that might arise from RDAL electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Currency resulting from a fork of a blockchain or protocol. It is also possible that a third-party could create a Digital Currency which claims to be an alternative version of a USR or RLP, such as by “wrapping” or “bridging” USR or RLP. These Digital Currency are not USR or RLP (as applicable). They are not issued or supported by RDAL. They cannot be redeemed with RDAL.

5 Purchase and Redemption of Resolv Tokens

5.1 Verified customers of RDAL may purchase Resolv Tokens from RDAL subject to fees in accordance with the Resolv Fee Schedule in effect at the time of purchase.

5.2 Resolv Token is purchased in consideration for Accepted Digital Assets, on 1:1 value basis less minting fees (if any).

5.3 RDAL will make commercially reasonable efforts to process a verified customer request to redeem Resolv Tokens promptly. However, it may take several business days for any redemption to be completed. RDAL reserves the right to delay the redemption or purchase of Resolv Tokens if the delay is necessitated by the illiquidity or unavailability or loss of any Resov Collateral Pool backing Resolv Token or as otherwise required by Laws or demanded or lawfully requested by any Government.

6 Risks and Limitation of Liability

IMPORTANT: Trading in Resolv Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes, and the Resolv Parties and their Related Parties do not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all activity on the Site; and, for knowing the correct status of your Resolv Tokens on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: to be fully responsible and liable for your actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Site Services; and to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Site Services, including, your Digital Wallet, Digital Wallet Address, private keys, usernames, passwords, and bank account details.

6.1 There is no guarantee against Losses from Resolv Tokens or the use of Resolv Tokens.

7 Transactions in Resolv Tokens

7.1 In the course of processing transactions in Resolv Tokens at the Site, the Resolv Parties may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Resolv Parties to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Resolv Parties from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending Resolv Tokens, off of the Site. Resolv Token transactions are not reversible. Once you send Resolv Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Resolv Tokens indefinitely or permanently. You acknowledge that Resolv Parties may delay or suspend redemption under various circumstances, including in the event that Resolv Parties determines that you have engaged in a Prohibited Use; when Resolv Parties are directed to do so by any Government; if your Digital Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when Resolv Parties believes that someone is attempting to gain unauthorised access to your Digital Wallet or other account or wallet. Resolv Tokens are not legal tender and are not backed by any Government. Resolv Tokens are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.

8 Resolution of Disputes

8.1 Any dispute, claim, controversy or action arising out of or related to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Wallet, the operations and services of the Site, or (c) your access to or use of the Site Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against Resolv Parties.

8.2 You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.

8.3 You and Resolv Parties agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Resolv Token user cannot and may not affect any other Resolv Token users.

8.4 JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SITE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.

9 Prohibited Uses

You may not:

9.1 use the Site or any Site Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband Digital Currency, Fiat, funds, property, or proceeds;

9.2 use the Site or any Site Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws, prohibit, penalise, sanction, or expose Resolv Labs to liability for any Site Services furnished or offered to you or your Digital Wallet under these Terms;

9.3 use the Site or any of the Site Services, or any financial services of any U.S. Financial Institution, whether or not an Associate of Resolv Labs, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;

9.4 use the Site or any Site Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Site;

9.5 purchase or redeem Resolv Tokens, or otherwise transact on the Site, or use any Site Services, with anything other than Fiat, funds, keys, property, or Digital Currency that have been legally obtained by you and that belong to you;

9.6 use the Site or any Site Services to interfere with or subvert the rights or obligations of RDAL or the rights or obligations of any other Site user or any other person;

9.7 trade using misleading or inaccurate information presented to the Site or to RDAL or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;

9.8 use the Site or any Site Services to engage in conduct that is detrimental to RDAL or to any other Site user or any other person;

9.9 take advantage of any technical glitch, malfunction, delay, default or security breach on the Site;

9.10 falsify any account, Site registration, exchange, or administration details provided to RDAL or any of its Related Parties, impersonate another person or misrepresent your affiliation with a person;

9.11 falsify or materially omit any information or provide misleading or inaccurate information requested by RDAL or any of its Related Parties, including at Site registration or during the course of administering any Site Services to you;

9.12 cause injury to, or attempt to harm, RDAL, any of its Related Parties or any person through your access to the Site or any Site Services;

9.13 promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;

9.14 have more than one account and more than one Digital Wallet on the Site, or use any Digital Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Wallet or one time ‘throwaway’ Digital Wallet may be terminated or suspended at the absolute discretion of RDAL;

9.15 where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Site or use any Site Services utilising any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Site Services from, or being subject to, the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;

9.16 utilise an Digital Wallet, any Site Services or the Site for the financial or other benefit of a Prohibited Person; or

9.17 violate, promote, or cause a violation of, or conspire or attempt to violate these Terms or applicable Laws.

9.18 Any use as described in this paragraph shall constitute a “Prohibited Use”. If RDAL determines or suspects that you have engaged in any Prohibited Use, RDAL may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include making a report to any Government, law enforcement, or other authorities, without providing any notice to you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Currency in any Digital Wallet that you have on the Site; and, suspending or terminating your access to any Site Services or Fiat, funds, property, or Digital Currency from any Digital Wallet. RDAL may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. In addition, should your actions or inaction result in Loss being suffered by RDAL or any of its Related Parties, you shall pay an amount to RDAL or the Associate so as to render RDAL or the Associate whole, including the amount of taxes or penalties that might be imposed on RDAL or the Associate.

10 Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing

10.1 RDAL is committed to providing safe, compliant, and reputable Site Services and to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, RDAL insists on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Terms, you shall affirmatively certify that you are not a Prohibited Person, that you are not utilising an Digital Wallet for the benefit of a Prohibited Person and that your account would not be regarded as a U.S. Account, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of RDAL or any of its Affiliates. Additionally, RDAL or any of its Affiliates may assess whether you will make, or intend to make, a transfer to, from, or through any U.S. Financial Institution to facilitate the provision of the Site Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of RDAL. You agree to provide promptly any documentation, information, or records requested by RDAL at any time, including a self-certification permitting the determination of tax residence and status under Tax Information Exchange Laws. Such information may include self-certifications as to Controlling Persons and beneficial ownership of one or more legal entities. RDAL needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and RDAL hereby expressly reserves the right to keep such information, documentation, and records. Additionally, RDAL monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with RDAL or abandon your application to have an Digital Wallet or transfer all Resolv Tokens from your Digital Wallet. Our policies apply to any and all Digital Currency, Fiat, and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.

10.2 RDAL reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Site Services, or the creation or administration of any Digital Wallet for or with, any user for any reason (or for no reason) at any time, including the provisions of paragraphs 8 and 11, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) Canadian Person; (v) citizen or resident of the British Virgin Islands or Switzerland; (vi) person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, or jurisdictions under increased monitoring); (vii) person that is or formerly was a Government Official or Politically Exposed person within the meaning of the FATF’s 40 Recommendations; (viii) person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply to you or to RDAL or any of its Related Parties; (ix) person that RDAL determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from a U.S. Financial Institution) in violation of, causing any other person, including any of the Related Parties, to violate, attempting or conspiring to violate, or evading or circumventing these Terms or applicable Laws; and (x) person that fails to meet any user due diligence standards, requests, or requirements of RDAL, or otherwise appears to be of high risk, including any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Digital Wallet, RDAL may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Site Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, RDAL has the absolute discretion to suspend or terminate Site Services to you immediately.

11 Intellectual Property

11.1 The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are used by RDAL under license. You agree not to appropriate, copy, display, reverse engineer, or use the Marks or other content without express, prior, written permission from RDAL or the owner of the Marks, including as a domain name, as social media profile/handle, on a website, in an advertisement or other marketing, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;

11.2 Unless otherwise indicated, all materials on the Site are used by RDAL under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from RDAL or the third-party owner;

11.3 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage RDAL’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on RDAL’s part without prior, express, written consent;

11.4 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by RDAL. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other Site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms;

11.5 You must not register, record, or otherwise control any domains, social media handles/profiles, Marks or other trademark or service mark registrations, trade names or any other intellectual property rights featuring intellectual property owned by RDAL, any of its Related Parties or its or their licensor(s) directly or through a third party (“Prohibited Assets”). If RDAL becomes aware that you own or control any Prohibited Assets, the Prohibited Asset(s) will be automatically transferred and assigned to RDAL, its nominated Associate or its licensor(s) under these Terms of Service. You agree to execute all instruments and documents and do such additional acts as RDAL, its Associate(s) or its licensor(s) may deem necessary or desirable to record and perfect the assignment of rights under this paragraph 10.5. If RDAL, its Associate(s) or its licensor(s) are unable for any reason to secure your timely signature to any document it is entitled to under this paragraph 10.5 within fourteen days, you hereby irrevocably designate and appoint RDAL, its Related Parties and its licensor(s) and their duly authorised directors, officers and agents as your attorney-in-fact, with full power of substitution to act for and on your behalf and instead of you to execute and file any such document(s) and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by you; and

11.6 The Site and Site Services are protected by copyright, trademark, trade secret and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by RDAL or its licensor(s). Except as expressly authorised by RDAL, you will not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any person all or any part of the Site or Site Services in any way; (ii) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Site Services; (iii) “frame” or “mirror” all or any part of the Site or Site Services on any other server or wireless or Internet-based device; or (iv) reverse engineer or access all or any part of Site or its Site Services in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Site Services, or (c) copy any ideas, features, functions, or graphics of all or any part of the Site or Site Services.

12 Your Representations and Warranties

You represent and warrant to RDAL on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilise or access the Site Services, in each case with reference to the facts and circumstances existing at such date, as follows:

(a) that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;

(b) that, if you are registering to use or using the Site on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;

(c) that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site by paragraph 2 of these Terms of Service, and that you are not otherwise prohibited by applicable Laws from using, or acting for the benefit of another person that is prohibited or restricted from using, the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site Services;

(d) that you will not use the Site or any Site Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Currency, Fiat, property, funds, or proceeds;

(e) that you will not trade or otherwise transact on the Site or use any Site Services with anything other than Fiat, funds, or Digital Currency that have been legally obtained by you, that belong to you, and that are free and clear of all liens, claims, and encumbrances;

(f) that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Site Services conducted under these Terms, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;

(g) that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as RDAL may reasonably determine;

(h) that neither you nor any of your Affiliates shall use any Digital Currency, Fiat, property, proceeds or funds subject to the Site Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorised under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalised under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;

(i) that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;

(j) that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Site Services from any Resolv Tokens Wallet or Digital Wallet Address, that is likely to result in you or your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Currency, Fiat, funds, or property to, from, or through any Digital Wallet, Digital Wallet Address or engaging in any transaction on the Site from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;

(k) that neither you nor any of your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any Digital Currency or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;

(l) that you will not falsify any Site or Site Services registration or administration details provided to RDAL;

(m) that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by RDAL in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site Services, including at registration or during administration or other due diligence processes, and that if any information provided to RDAL becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to RDAL;

(n) that you shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Digital Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Digital Wallet and to keep such Digital Wallet and the access to the Site from your account out of the reach of other persons;

(o) that you shall not introduce or transmit any Virus into the Site or RDAL and its Affiliates’ computer systems;

(p) that you acknowledge and agree that Fiat, Digital Currency or other property reflected in your Digital Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of RDAL;

(q) that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with RDAL are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that RDAL may act upon those instructions without any liability or responsibility attaching to it;

(r) that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon; and

(s) that you will accurately and promptly inform RDAL if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

13 No Representations and Warranties by RDAL

13.1 RDAL makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, RDAL expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Site and the Site Services. The Site and the Site Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. RDAL may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.

14 No Advice

14.1 RDAL does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.

15 Limitation of Liability and Release

15.1 IMPORTANT: To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that no Associate assumes any liability or responsibility for and no Associate shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to:

(a) any breach by you of these Terms;

(b) the Site, and your use of it, except as explicitly provided for in these Terms of Service;

(d) any failure by you or any Affiliate to comply with applicable Laws;

(e) any information or materials available through the Site, whether originating from RDAL, its Related Parties or any other person;

(f) the real or perceived value of any Resolv Tokens or other Digital Currency traded or utilised on the Site, or the price of any Resolv Token or other Digital Currency displayed on the Site at any time;

(g) any inaccurate, misleading, or incomplete statement by RDAL or on the Site regarding your Digital Wallet, whether caused by RDAL’s negligence or otherwise;

(h) any failure, delay, malfunction, interruption, or decision (including any decision by RDAL to vary or interfere with your rights) by RDAL in operating the Site or providing any Site Service;

(i) any stolen, lost, or unauthorised use of your Digital Wallet information, any breach of security or data breach related to your Digital Wallet information, or any criminal or other third-party act affecting RDAL or any Associate;

(j) RDAL electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Currency resulting from a fork of a blockchain or protocol;

(k) your failure to effectuate the migration of your Resolv Token to another blockchain or protocol identified by RDAL; or,

(l) any offer, representation, suggestion, statement, or claim made about RDAL, the Site, or any Site Service by any Associate.

15.2 You hereby agree to release the Related Parties from liability for any and all such Losses, and you shall indemnify and save and hold the Related Parties harmless from and against all such Losses. To the maximum extent permitted by applicable Law, the foregoing limitations of liability, releases and indemnities shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Related Parties have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.

16 No Waiver; Available Remedies

16.1 Any failure by RDAL to exercise any of its rights, powers, or remedies under these Terms, or any delay by RDAL in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by RDAL does not prevent either from exercising any other rights, powers, or remedies. The remedies of RDAL are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms, or by law or equity. You agree that the remedies to which RDAL is entitled include (i) injunctions to prevent breaches of these Terms and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that RDAL would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Resolv Tokens, other Digital Currency, Fiat or other funds, or your interests therein, that are held by RDAL or any of its Related Parties.

17 Force Majeure

17.1 RDAL is not responsible for damages caused by delay or failure to perform undertakings under these Terms when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, RDAL is excused from any and all performance obligations under these Terms.

18 Assignment and Third Party Rights

18.1 These Terms, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of RDAL. However, the provisions of these Terms which expressly apply to Resolv Token shall continue to apply to such tokens following their transfer by you. These Terms, and any of the rights, duties, and obligations contained herein, are freely assignable by RDAL without notice or your consent (for clarity, this assignment right includes the right for RDAL to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms without written consent is void. Subject to the foregoing, these Terms, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of RDAL. None of the provisions of these Terms, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or RDAL or any other persons, except such as inure to a successor or assign in accordance herewith: and (ii) that the Related Parties of RDAL are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Related Parties hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in paragraphs 8 and 14) as if in direct privity under these Terms of Service, subject to the conditions and limitations hereof including those relating to the resolution of disputes. No consent of any person is required for any modification or amendment to these Terms of Service.

19 Severability

19.1 If any provision of these Terms or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms continues in full force and effect.

20 Sharing of Personal Information

20.1 From time to time, RDAL receives information requests from Governments, law enforcement agencies and courts around the world. In this context, RDAL might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies, the persons identified by a court and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms and the Privacy Policy.

21 Electronic Communications and Acceptance

You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that RDAL may provide in connection with these Terms through publication on any part of the Site or to your authorised e-mail address on file with RDAL. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorised e-mail address. These Terms may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms.

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Last updated 3 months ago