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TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY.

These terms of service and any other terms expressly incorporated herein (“Terms”) constitute a legal agreement between Levain Pte. Ltd. (the “Company” or “Levain”) and you under which you can access and use the Levain.tech website, web applications, or any other applications and their contents as and when available (collectively referred to as the “Sites”).

These terms of service are in respect of the information available on the Sites to the general public. If you have entered into an agreement with the Company for the provision of Services, then the Levain SaaS Agreement and Order Form entered into between you and the Company (as applicable), shall also apply to you.

Each of you and Company shall hereinafter be referred to as a “Party”, and collectively, you and Company shall hereinafter be referred to as the “Parties”.

 
1. DEFINITIONS

“Affiliate” means with respect to any person, any other person directly or indirectly controlling, controlled by or under common control with such person;

“Documentation” means the document(s) made available to you by the Company via the Sites from time to time which sets out a description of the Services and the user instructions for the Services;

“Force Majeure Event” has the meaning ascribed to it in Clause 13.5 of these Terms;

“Services” means the (i) services and/or content provided by the Company on or through the Sites or otherwise, (ii) or as specified in the Levain SaaS Agreement and Order Form entered into between you and the Company (as applicable), but shall not include any Third Party Integrated Applications; and

“Third Party Integrated Applications” means the third party applications and interfaces which are integrated to the Sites.

 
2. MODIFICATION, SUSPENSION, OR TERMINATION OF SERVICES

2.1 We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify, suspend, or discontinue, temporarily or permanently, any portion of the Sites. 

2.2 You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites.

 

3. ASSUMPTION OF RISK

3.1 You acknowledge and accept all and any risks associated with utilising an Internet-based service including, but not limited to, the risk of failure of hardware, software and Internet connections, hacking, cyber attacks, and the risk of malicious software introduction. 

3.2 You acknowledge and agree that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Sites, however caused. The Company takes no responsibility for and will not be liable for any losses, damages or claims arising from or in connection with the use of the Sites, including, but not limited to, any losses, damages or claims arising from or in connection with any:

(a) server failure or data loss;

(b) incorrectly constructed transactions or mistyped cryptocurrency addresses; and/or 

(c) "phishing," viruses, third-party attacks or any other unauthorised third-party activities.

 
4. THIRD-PARTY SERVICES AND CONTENT

4.1 In using the Sites, you may view content or utilise services that are provided or otherwise made available by third parties, including links to web pages and services of such parties (“Third-Party Content”). You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

4.2 The Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Content. Third-Party Content is provided solely as a convenience to you, and you access and use them entirely at your own risk.

4.3 We do not control, endorse or adopt any Third-Party Content and will have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable in your jurisdiction. You agree that we shall not be liable in any way for any loss or damage of any kind incurred as a result of the use of any such content.

4.4 The integration or inclusion of Third-Party Content does not imply an endorsement or recommendation. 

4.5 In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk. Your access and use of the Third-Party Content may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party. We have no control over and are not responsible for such Third-Party Content, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Content, or on the privacy practices of Third-Party Content. 

4.6 You assume all risks associated with the use of the Sites. The Company is not responsible for any errors or omissions, or for the results obtained from the use of the information contained on the Sites. ALL INFORMATION ON THE SITES IS PROVIDED ON AN “AS IS” AND “WHERE IS” BASIS, WITH NO GUARANTEE OF COMPLETENESS, ACCURACY, TIMELINESS OR OF THE RESULTS OBTAINED FROM THE USE OF THIS INFORMATION. The Company also disclaims any warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability and fitness of the information on the Sites for a particular purpose. This provision is intended to be a broad release of liability and is not a complete statement of the rights and obligations of the parties. It is not intended to and does not create any contractual or legal rights in or on behalf of any party.

 
5. ACCEPTABLE USE

5.1 When accessing or using the Sites, you agree that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using the Sites. You must not:

  1. Use the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites, or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
  2. Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Sites or to extract data;
  3. Engage in Automated Data Collection (scraping) unless such Automated Data Collection is confined solely to search indexing for display on the Internet;
  4. Accessing content or data hosted on our Sites in a way that circumvents a contractual usage limit;
  5. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Sites that you are not authorised to access;
  6. Using our Services in any way in furtherance of criminal, fraudulent, or other unlawful activity;
  7. Introduce any virus, trojan worms, logic bombs or other harmful material to the Sites or our Services;
  8. Provide false, inaccurate, or misleading information; and
  9. Encourage or induce any third party to engage in any of the activities prohibited under this section.
 
6. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

6.1 Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on the Sites or provided in connection with the Services, including, without limitation, the Levain logo and all designs, text, graphics, pictures, information, data, source code, software, sound and video files, other files and the selection and arrangement thereof (collectively, “Levain Materials”) are the proprietary property of the Company or our licensors or suppliers and are protected by copyright laws and other intellectual property rights laws.

6.2 Unauthorised use and/or duplication of this material without express and written permission from the Company is strictly prohibited. Excerpts and links may be used, provided that full and clear credit is given to the Company with appropriate and specific direction to the original content.

 
7. TRADEMARKS


7.1 The name “Levain”, the Levain logo, and any other Levain product or service names, logos or slogans that may appear on the Sites are trademarked and may not be copied, imitated or used, in whole or in part, to represent that you act for or on behalf of the Company or that you are an affiliate of the Company, or to bind or make representations on behalf of the Company, without our prior written permission.

7.2 You will not use any trademark, product or service name of the Company to represent that you act for or on behalf of the Company or that you are an affiliate of the Company, or to bind or make representations on behalf of the Company, without our prior written permission, including without limitation any metatags or other “hidden text” utilising any trademark, product or service name of the Company. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of the Company and may not be copied, imitated or used, in whole or in part, without our prior written permission.

7.3 However, for the avoidance of doubt, nothing in these Terms shall restrict or limit your right to make any use of any term or trademark that constitutes fair use under any applicable law or factual use for historical or reference purposes.

7.4 All other trademarks, registered trademarks, product names and the Levain names or logos mentioned through the Sites are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.

 
8. SUSPENSION; TERMINATION
8.1 In the event of any Force Majeure Event, breach of these Terms, or any other event that would make provision of the Sites or Services commercially unreasonable for the Company, we may, in our sole discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of the Sites.
 
9. DISCLAIMER OF WARRANTIES

9.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY US, THE SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE ANY RIGHTS RELATING TO OR IN RESPECT OF, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

9.2 THE COMPANY DOES NOT MAKE ANY WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED THAT THE SITES WILL FUNCTION UNINTERRUPTED, THAT THEY AND/OR THEIR CONTENTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT IT IS TIMELY, SECURE, ACCURATE, ERROR-FREE, COMPLETE, UP-TO-DATE, OR THAT ANY ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITES IS AT YOUR SOLE RESPONSIBILITY AND RISK. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED OR STATUTORY WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9.3 THE COMPANY ALSO DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OPEN-SOURCE SOFTWARE (OSS) OR FREE SOFTWARE THAT MAY BE INCLUDED IN, UTILISED BY, OR ACCOMPANY THE SITES. THE COMPANY HEREBY DISCLAIMS ALL LIABILITY TO YOU OR ANY THIRD PARTY RELATED TO ANY SUCH SOFTWARE THAT MAY BE INCLUDED IN OR ACCOMPANY THE SERVICES.

 

10. LIMITATION OF LIABILITY

10.1 EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL THE COMPANY AND ITS AFFILIATES (AND EACH OF OUR OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITES OR THE INFORMATION PROVIDED ON THE SITES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY PERSON ON ANY INFORMATION OBTAINED FROM THE SITES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO THE COMPANY’S RECORDS, PROGRAMS OR SERVICES.

10.2 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

 
11. INDEMNITY
11.1 You agree to defend, indemnify and hold harmless the Company and its Affiliates (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to:

(a) your use of, or conduct in connection with, the Sites;

(b) any feedback you provide;

(c) your violation of these Terms; and/or

(d) your violation of any rights of any other person or entity.

11.2 The Company will provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting the Company’s defence of such matter. You may not settle or compromise any claim against the Company and/or its Affiliates without the Company’s written consent.

 
12. TIME BAR
12.1 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Sites or these Terms must be FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. 

 

13. MISCELLANEOUS

13.1 Entire Agreement; Order of Precedence. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the use of the Sites. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with the Company for the Services or for any other product or service or otherwise by the Company. In the event of any conflict between these Terms and any other agreement you may have with the Company, these Terms will control only if they are specifically identified and declared to be overridden by such other agreement.

13.2 Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. Amended Terms will become effective immediately on the date they are posted to the Services unless we state otherwise via our notice of such amended Terms. Any amended Terms will apply prospectively to use of the Sites after such changes become effective. Your continued use of the Sites following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using and/or accessing the Sites.

13.3 Waiver. Our failure or delay in exercising any right, power or privilege under these Terms will not operate as a waiver thereof.

13.4 Severability. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

13.5 Force Majeure Events. The Company will not be liable for any loss or damage arising from any event beyond the Company’s reasonable control, including, but not limited to: (i) any act, event or occurrence (including without limitation any strike, riot or civil unrest, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from providing the Sites or information on the Sites; (ii) the suspension or closure of any exchange or the nationalisation, government sequestration, abandonment or failure of any instrument on which we are based, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event; (iii) periods of high volume, illiquidity, or volatility in any such market for any Digital Asset or market disruption of any kind; (iv) the occurrence of an excessive movement in the level of any transaction and/or exchange or our anticipation (acting reasonably) of the occurrence of such a movement; (v) any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; or (vi) the failure of any relevant supplier, financial institution, intermediate broker, agent or principal of ours, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations (each, a “Force Majeure Event”). We may, in our reasonable opinion, determine that a Force Majeure Event exists. If we determine that a Force Majeure Event exists, we may without notice and at any time, acting reasonably, take such steps as we deem reasonable to mitigate any adverse effects of the Force Majeure Event, but shall not be liable to you for the nature of such decisions or any related acts of omissions.

13.6 Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from the Company, including by operation of law or in connection with any change of control. The Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.