Terms of Services

General Terms of Services

Coinut Pte. Ltd. is a company incorporated in Singapore with the company registration number 201332271K and its registered address at 1 Wallich Street #14-01 Guoco Tower Singapore, 078881 SG (“Coinut”, “we”, or “us”). Coinut Pte. Ltd. is the owner and operator of https://coinut.com, https://wrappedlitecoin.org and any of its subdomains or subpages (the “Website”). Coinut Pte. Ltd. provides digital payments token related services (“Services”), through the Website only for Singapore citizens, Singapore permanent residents or those residing and domiciled in Singapore. 

This General Terms of Services (“General Terms of Services”), Disclosure Statements and the Privacy Policy (collectively known as, this “Agreement”) is between Coinut and you as a member and Member of the Website and Service (“you” and the “Member”). Please read this Agreement carefully before using the Services and Website as, by accessing, viewing or downloading information from the Website and using the Services provided by Coinut, you acknowledge that you have read, understood, and unconditionally agree to be bound by the terms contained in this Agreement. 

Please note that certain modified, supplementary and/or replacement terms and conditions may apply to one or more specific groups or classes of Members. Further, certain additional terms and conditions may apply in respect of any new Services that we may from time to time make available to you. Such modified, supplementary, replacement and/or additional terms and conditions may be set out in one or more schedules or addendums to this Agreement. In the event of any inconsistency or conflict between the terms and conditions set out in this Agreement and any such modified, supplementary, replacement and/or additional terms and conditions, the latter shall prevail to the extent of such inconsistency or conflict.

Accepting the General Terms of Services will create a legally binding contract between you and Coinut. As such, it is critical that you read the General Terms of Services carefully before accepting it. If you do not agree with any of the terms and conditions in the Agreement, please do not electronically indicate your acceptance of the Agreement and/or access and use any of Coinut’s Services.

We may need to make changes to this Agreement from time to time. We may unilaterally change the terms of this Agreement and we will send you a notification of the same. You acknowledge that it is your responsibility to check the notification and the updated Agreement upon such notifications. You further agree that your continued use of the Website and Services offered by Coinut following the posting of the notification of any changes to this Agreement indicates your acceptance of any such changes.

As a Member you will be able to engage in digital payment tokens activities on the Website. 

As of the date of this Terms of Services, as stated in the Disclosure Statements, Coinut Pte. Ltd. is currently operating under exemption and is exempted, pursuant to the Payment Services (Exemption for Specified Period) Regulations 2019 (“Exemption Regulations”), from holding a license under the Payment Services Act 2019 (“PS Act”). Application to the Monetary Authority of Singapore (“MAS”) to obtain a Major Payment Institution (“MPI”) license under the PS Act is in progress and in respect to all the following Payment Services:

1. Account issuance service;
2. E-money issuance service; 
3. Digital payment token service

PRODUCTS AND SERVICES

Currently, the Services operate in Bitcoin, Litecoin, Ethereum, Ethereum Classic, Tether, Multi-Collateral DAI, XSGD and Wrapped Litecoin® (“WLTC®”) (collectively, “Accepted Cryptocurrencies”, or individually an “Accepted Cryptocurrency”). Coinut reserves the right, at its sole discretion, to add or remove any cryptocurrencies from the list of Accepted Cryptocurrencies at any time without prior notice or the need for amending this Agreement.

As of the date of this Terms of Services, Coinut provides the below services:

1. Coinut Exchange (“Exchange”)
2. Wrapped Litecoin® (“WLTC®”)
3. Coinut Over-the-Counter Trading (“OTC”)
4. Coinut Swap (“Swap”)
5. Coinut Offramp (“Offramp”)

(each a “Service” and together, the “Services”)

Please refer to the respective sub-sections below for the terms and conditions relevant to each Service. For avoidance of doubt, the General Terms of Services apply to all the Services and the individual addendums serve to clarify the additional terms and conditions applicable to each Service. 

DEFINITIONS

“Authorised Traders” – means individuals who are permitted to trade on behalf of the Member. In other words, trading authorisation allows a Member to grant a certain level of authority to a third party for the purpose of trading on a designated account with Coinut. The authorisation may be provided with a directors’ resolution in writing, power of attorney and/or letter of authorisation. 

“Crypto Assets” – means Accepted Cryptocurrencies which you have deposited into your Account.

“Asset” – means either a Crypto Asset or money as defined under the Payment Services Act 2019. 

“Cryptocurrency Trading” – means the cryptocurrency to cryptocurrency spot trading which allows the trading of Accepted Cryptocurrencies.

"Intellectual Property Rights" – includes the full benefit (subject to the obligations) of:

all patents, trademarks, service marks, and other marks, logos, get-up, trade and business names, internet domain names, rights in designs (and applications for all the same), copyrights (including rights in computer software), moral rights, database rights, rights in knowhow, trade secrets, confidential information, inventions, discoveries, improvements, designs, techniques, computer programs and other confidential processes and information and know‑how, in each case whether capable of being registered, registered or unregistered and including applications for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world and rights in the nature of unfair competition rights and rights to sue for passing off; rights under licenses, consents, orders, statutes or otherwise in relation to a right under subparagraph (a) above; rights of the same or similar effect or nature as or to those in subparagraph (a) and (b) which now or in the future may subsist;the right to sue for past infringements of any of the foregoing rights.

"Member" – shall refer to a registered Member of Coinut’s Services.

“Order” – means a request sent by a Member to buy or sell the relevant cryptocurrencies (for Spots). 

“Personal Data” - means data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which the organisation has or is likely to have access.

“Privacy Policy” - the Coinut Privacy Policy which forms part of this Agreement and which can be found on our Website and which may be updated by Coinut from time to time.

“Spot” – means a contract buying or selling Accepted Cryptocurrencies as part of the Cryptocurrency Trading.

“Suspicious Transaction Report” – means the disclosure of information in relation to suspicious transactions, to the relevant authorities pursuant to Section 45(1) of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A) and Sections 8 and 10 of the Terrorism (Suppression of Financing) Act (Cap. 325).

1.   Membership Application and Access Conditions

1.1  You may apply to become a member of the Website and open an account (your “Account”) to gain access to our Services by clicking on the registration link and submitting a new username and new password. You will also be required to provide your email address. Upon the submission of your registration, Coinut will send a verification email to your designated email address. You will need to undertake the steps provided in the verification email to activate your Account before you can access your Account through the Website and begin to use our Services.

1.2  The Account is personal to you and must not be shared, nor are you allowed to create multiple Accounts. If you are accepted as a Member, you alone shall become the legal owner of any Spots that you enter into through trading with the Services.

1.3  Access Conditions: When accessing and using the Services, you must:

• not attempt to undermine the security or integrity of Coinut’s computing systems or networks or, where the Services are hosted by a third party, that of the third party's computing systems and networks; 
• not use, or misuse, the Services in any way which may impair the functionality of the Services or the Website, or other systems used to deliver the Services or impair the ability of any other Member to use the Services or Website;
• not attempt to gain unauthorised access to the computer system on which the Website is hosted or to any materials other than those to which you have been given express permission to access;
• not transmit or input into the Website any files that may damage any other person's computing devices or software; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
• not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation;
• not use the Services and Website in contravention of any laws related to insider dealing, market manipulation or market conduct or behavior deemed to be market abuse;
• not act in any way to damage the fairness, integrity or function of the Website and the Services it provides; and
• agree to comply with the rules of the Website and Services as and when published on the Website.

1.4  You will ensure that all Member names and passwords required to access the Website are kept secure and confidential. You will immediately notify Coinut of any unauthorised use of your passwords or any other breach of security and Coinut will reset your password.

1.5  For the purpose of account security, Coinut reserves the right to request additional information at the point of account registration to support the verification of Member identities.

1.6  By registering as a Member, a Member represents and warrants:

(a)  they have accepted the Agreement; and

(b) they are at least 18 years of age and have the capacity to accept the Agreement; and

(c)  they will not register more than one account unless prior permission has been obtained.

1.7  If an Account has been deemed by Coinut to be a duplicate account of any Member, Coinut reserves the right to lock or terminate any such duplicate Accounts without giving any prior notice to the defaulting Member. 

2.   Know-Your-Client Checks, Anti-Money Laundering and Counter Terrorism Financing (“AML/CTF”) Concerns

2.1 At the point of account registration, Coinut requires you to provide identifying details such as your legal name, your identification number, your address or bank account number, other than your e-mail address upon registration, Coinut reserves the right to request such additional forms of identification and put in place measures for the verification of such identification, to satisfy itself of your identity, and the purposes for your use of the Services.

2.2 Coinut reserves the right to perform due diligence checks for the identification and verification of its Members pursuant to any regulatory requirements, and request Members to provide such documentation/information as may be necessary to satisfy itself of a Member’s identity, and the purposes for a Member’s use of the Services (“Customer Due Diligence”). Such Customer Due Diligence may include and are not limited to taking enhanced due diligence measures on Politically Exposed Persons (PEPs) and/or customers which presents a higher risk for money laundering or terrorism financing as will be determined by Coinut’s internal guidelines. Coinut further reserves the right to impose certain trading limits on Members whom Coinut have not yet conducted any Customer Due Diligence on.

2.3 Coinut reserves the right to suspend and/or terminate the Account of any Members who fail to comply or cooperate with Coinut in relation to the due diligence checks and/or requests under this Clause 2.

2.4 Coinut reserves the right to file Suspicious Transaction Reports in confidentiality to the relevant government agencies.

3. Prohibited Dealings

3.1 Coinut strictly prohibits the following types of dealings:

(a) Engagements with any person conducted on an anonymous basis, or with individuals using fictitious names;

(b) Provision of payment services to financial institutions, or engagement with financial institutions that:

(i) lack adequate controls to prevent money laundering (ML) or terrorism financing (TF) activities;

(ii) are not effectively supervised by the relevant authorities; or

(iii) qualify as shell financial institutions;

(c) Any dealings where Coinut has reasonable grounds to believe that the assets or funds of a customer are derived from drug trafficking or other criminal activities, as defined under the Corruption, Drug Trafficking and other Serious Crimes (Confiscation of Benefits) Act 1992 (“CDSA”), or are associated with the facilitation or execution of any terrorism financing offense, as defined under the Terrorism (Suppression of Financing) Act. In such cases, Coinut shall also be required to file a STR and provide a copy to the MAS.

4. Data Protection

4.1 Coinut shall at all times comply with the Personal Data Protection Act 2012 (Act No. 26 of 2012) (the “PDPA”) and the other applicable laws governing the handling of Personal Data.

4.2 All Personal Data handled by Coinut shall be in accordance with the Privacy Policy.

4.3 Coinut may place your Personal Data on a database for internal use only. In accordance with the PDPA, Coinut undertakes not to disclose your Personal Data contained in the information, data and other materials, in whatever form, which is in our possession, to any third party unless such disclosure is required by law, or unless you have given your consent to such disclosure.

5.   Third Party Websites

5.1  Coinut links to third party websites that are not affiliated or associated with Coinut (although Coinut branding, advertisements or links may appear on these websites) and Coinut may send e-mail messages to you containing links to third parties. Coinut makes no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. Coinut does not monitor or investigate such third party websites and Coinut accepts no responsibility or liability for any loss arising from the content or accuracy of this material and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of Coinut.

5.2  Coinut Referral Program: Further details of the Coinut Referral Program can be accessed at the following links: https://coinut.com/account/referral & https://help.coinut.com/hc/en-us/articles/115009796788-COINUT-Referral-Program.

6.   Warranties and Representations

6.1  You hereby represent and warrant to and undertake with Coinut that:

(a) You are authorized to access and use the Website. In particular, the jurisdiction where you reside, hold citizenship or conduct business allows you to utilise Coinut’s Services; 

(b) You are not a United States resident.

(c) You are over 18 years old and have full legal capacity to enter into this Agreement;

(d) You are the legal and beneficial owner of the Accepted Cryptocurrencies that you have deposited/ are depositing into your Account; 

(e) All the Accepted Cryptocurrencies deposited into your Account have been derived from legitimate/legal sources;

(f) The use of this Service and Website does not infringe any local law of your country of residence;

(g) You will only apply for a single Account with us;

(h) If you are using the Website as an individual, you are not acting on someone else’s behalf; 

(i) If you are using the Website on behalf of or for the benefit of an organisation or a corporate entity, then you warrant that you are authorised to transact on behalf of the organisation or corporate entity. The organisation or corporate entity will be liable for your actions including any breach of this Agreement;

(j) You understand the risks associated with trading in cryptocurrencies and you agree that the use of the Website and the Service is at your own risk. You agree that Coinut is not liable for any damage, loss or harm arising out of your use of the Website and Service;

(k) The information provided on the Website is for general information purposes only and is given in good faith. The information should not be construed as a recommendation to trade or engage the Service provided by Coinut in a particular manner. Nothing in this Website shall be construed as an offer to sell or a solicitation of an offer to purchase any securities where it would be illegal to do so;

(l) Notwithstanding the fact that Coinut administers the Services and runs the Website, you understand and agree that Coinut may also trade as a Counterparty on the Website; and

(m) You agree to cooperate with Coinut and provide such necessary documents and/or information as may be requested by Coinut as part of the Customer Due Diligence (pursuant to Clause 2) and/or the relevant investigations. 

6.2  Coinut gives no warranty about the Website. Without limitation to the foregoing, Coinut does not warrant that the Website and/or Services will meet your requirements or that it will be suitable for your purposes. For the avoidance of doubt, all implied conditions or warranties are excluded insofar as is permitted by law.

6.3  Coinut does not warrant that the use of the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, computer equipment/networks (which may be provided by a third party) and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website. You agree that Coinut shall not be held liable in any way for any such interference that prevents your access or use of the Website and the Service, which cannot be solely attributable to Coinut.

6.4  Coinut does not warrant that the Service will be uninterrupted, timely, secure or error-free; that the information provided through the Service shall be accurate, reliable or correct; that any defects or errors will be corrected; or that the Services will be available at any particular time or location. Accordingly, you agree to assume full responsibility and risk of loss resulting from your use of the Services and/or Website. 

7.  Service Performance

7.1 By using this service you confirm your understanding that the timely operation of the Internet is governed by constraints beyond the control of Coinut. You accept that Coinut is not liable for any perceived slow operation of the Website. 

7.2 By using this service, you accept that all trade executions are final and irreversible.

8.  Indemnification & Limitation of Liability

8.1 Indemnification: - You agree to indemnify and hold harmless Coinut, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, expenses, costs (including reasonable legal costs), loss or damages arising from your breach of this Agreement, including any fraudulent, negligent or reckless act, omission or default or your misuse of the Services. 

8.2 Limitation of Liability: 

(a) In no event will Coinut, or its suppliers or licensors, be held liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable grounds for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Coinut under this Agreement during the twelve (12) month period prior to the cause of action.

(b) Coinut shall not be held liable for any failure, delay or damages which cannot be attributed to its conduct or which are due to matters beyond its reasonable control. For the avoidance of doubt, this shall include such situations where the failure, delay or damages arise due to a technical failure in the protocol of Accepted Cryptocurrencies, an action by another Member or a third party (i.e. a compromise in Coinut’s security safeguards by unauthorised parties, hacker attacks, unscheduled downtimes, database failure, Bitcoin transfer or Bitcoin storage failure, or other failure or malfunction).

(c) Such other limitations of liability clauses as set out in the other provisions of this Agreement, including without limitation to the other clauses in this Agreement.

(d) The foregoing paragraphs in this Clause 8.2 shall apply to the extent permitted by the applicable law.

8.3 Inapplicability and/or waiver of rights under consumer protection laws: You agree that you are acquiring the right to access and use the Website and/or Services and that you are agreeing to these Terms for the purposes of a business. Accordingly, you agree that to the maximum extent permitted under the applicable law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction shall not apply to Coinut’s provision of the Services and the provision of access to the Website. Further to the above, to the maximum extent permitted under the applicable laws, you agree to waive the application of all consumer protection laws (whether applicable to non-business consumers or otherwise) in respect of Coinut’s provision of the Services and the provision of access to the Website.

8.4 Disclosure of Associated Risks:

8.4.1 By using this Website and our Services, you confirm that you have understood and that you accept the risks associated to Cryptocurrency Trading on the Website, including without limitation, the following:

1. The Accepted Cryptocurrencies are highly volatile assets and are based on their respective decentralized monetary protocols which are still in its experimental stage and maybe subject to substantial changes at any time;
2. Cryptocurrency Trading may be subject to market risk that investment performance of Accepted Cryptocurrencies (as applicable) cannot be predicted or guaranteed, and that any decisions you make to trade in Cryptocurrency Trading as facilitated by this Website or the Services will be based solely on your own evaluation of your financial circumstances, investment objectives, risk tolerance, liquidity needs and any other factors that you deem relevant. Members should pay close attention to their trades, and how they may be impacted by sudden and adverse shifts in trading and other market activities.
3. Cryptocurrency Trading exposes you to operational risk. This is the risk that you may suffer a loss because of a malfunction or disruption of the Services, arising from scheduled or unscheduled downtimes, matching system failure, database failure, cryptocurrency transfer or storage failure, failure or malfunction of the API, hacker attacks or other failures or malfunctions.
4. Cryptocurrency Trading may expose you to regulatory risk. This is the risk that you may suffer a loss pursuant to the restriction or termination of certain aspects of our Services in response to future regulatory changes or actions. Further to the above, the legal status of some cryptocurrencies may be uncertain. Members shall be solely responsible for understanding the regulation and/or legal treatment of the relevant cryptocurrencies under the applicable law.

9.  Termination and Remedies for the Breach of this Agreement

9.1  You may terminate your Account at any time and for whatever reason upon giving us written notice of such termination. To terminate your Account, please contact [e-mail].

9.2  Remedies for Breach of this Agreement:-

(a) Coinut reserves the right to seek all remedies available at law and in equity for violations of the Terms of Services in this Agreement, including without limitation, the right to restrict, suspend or terminate your Account or deny you access to the Website without notice. In furtherance of the above, we may suspend any Account in the event that we suspect or have reason to believe you are engaging in suspicious trading or illegal activities or have breached any of the above warranties or Terms of Services of this Agreement. The suspension of your Account under this Clause 9 may result in the unwinding of any trades (i.e. Spots) and/or Positions that you have entered into. We expressly exclude any liability for the losses and/or profits you would have made as a result of any early closure of your Positions or your suspension from trading on Coinut and you agree to fully indemnify Coinut against any third party action resulting from your conduct or any early closure of your Positions by Coinut pursuant to this Clause 9. Whilst your Account is suspended, we will conduct an investigation and may require you to cooperate with our enquiries. During the investigation stage you will not be able to make deposits or withdrawals to your Account nor will you be able to trade. At the end of the investigation we may, at our own discretion, decide to close your Account for which we are not required to provide you with any reasons for the same. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice but confirm that we have no duty to do so.

(b) Coinut shall be entitled to disclose your Member identity and personal details if required or requested by a court of law, governmental agency or any other law enforcement authority in such circumstances as Coinut in its sole discretion considers reasonably necessary or appropriate.

(c) In the event that a United States resident is found to have bypassed our detection system and/or masked their residency status/access location/IP address via a virtual private network (VPN) or similar mechanisms, to register as a Member and access the Website and/or Services, in breach of Clause 9.1, Coinut reserves the right to suspend any Account which it identifies to be an account which could be owned by a United States resident unless the relevant Member holding the relevant Account provides to Coinut his/her recent photo ID and such relevant documents which may deemed by Coinut to be acceptable as a proof of residence (i.e. latest identification card, driver’s license, recent utility or mobile phone bills), within a reasonable period upon Coinut’s request. 

9.3 Coinut’s right to terminate a Member’s Account: Coinut reserves the right, at its sole and absolute discretion, to terminate your Account upon providing you seven (7) days’ prior written notice of such termination. You will thereafter have seven (7) days to withdraw your balance (if any). Upon the expiry of the seven (7) days’ period, if there is still any balance in your account, Coinut shall be entitled to temporarily freeze your account.

10. General

10.1 Entire Agreement - This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

10.2 Absence of Waiver - Any failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall be construed as a waiver of that or any other right or remedy, nor shall it prevent the further exercise of that or any other right or remedy.

10.3 Force Majeure - Neither party shall be in breach of this Agreement nor liable for the delay in meeting its obligations under this Agreement which is due to any events, causes or circumstances which are outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.

10.4 Severability - Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions in the Agreement shall not be affected. If any provision is determined to be invalid, illegal or unenforceable, you shall agree to an amendment by Coinut of such provision to provide for enforcement of the provision’s intent, to the extent permitted by applicable law. If such modification is not possible, the relevant provision or part thereof shall be deleted to the minimum extent necessary to make the rest of the provision valid, legal and enforceable.

10.5 Governing Law & Jurisdiction – This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual claims) shall be governed by and construed in accordance with the laws of Singapore. You agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims). 

10.6 No Third Party Rights - A person or entity who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.

10.7 Notices – We will send you notices to the email address that you had provided in your Account ("Notices"). The Notices shall relate to any updates on the Services, including without limitation to any amendments to this Agreement. For the avoidance of doubt, these Notices will be deemed to be delivered to you on the date of its delivery and if we do not receive a failed delivery message from your designated email address.

10.8 Assignment – We may assign any of our obligations or rights under this Agreement. Your Account is personal to you and is non-assignable.

11. Custody and Customer Crypto Assets Segregation

11.1 Custody of Crypto Assets: For the purposes of digital payment tokens, Coinut Pte. Ltd. holds your Crypto Assets in trust for you. We utilize third-party services for safeguarding these Crypto Assets, with cold wallet storage for enhanced security and hot wallet storage for efficient transactions.

Please be aware that some of these services may involve storing your Crypto Assets in devices located outside of Singapore. Despite this, the movement of your Crypto Assets is controlled by senior managers and personnel who are resident in Singapore.

We are committed to transparency and will clearly disclose to you that your Crypto Assets are stored in a foreign jurisdiction where applicable. This means that the laws and practices in that jurisdiction may differ from those in Singapore, and such differences may impact the recovery of your Crypto Assets, including potential delays in the recovery process.  All your Crypto Assets will be deposited into custody accounts held in trust for you by Coinut no later than the next business day after receipt. These Crypto Assets cannot be used to pay our debts and are not subject to any enforcement order from a court process. We do not engage the services of another person (or "safeguarding person" as defined in the Guidelines on Consumer Protection Measures by Digital Payment Token Service Providers) beyond these third-party services for the safeguarding of your Crypto Assets.
11.2 Realization of Collateral: Where applicable, the Crypto Assets held as collateral may be used to meet the liabilities.

11.3 Commingling of Crypto Assets: If your Crypto Assets are commingled with those of other customers and maintained by a safeguarding institution, please note that your interest in these Crypto Assets may not be identifiable through separate physical documents or electronic records. However, we will maintain detailed records of your interest in the commingled Crypto Assets. Additionally, it is important to understand that while your interest may not be separately identifiable, we are committed to maintaining comprehensive records of all customers' interests in the commingled Crypto Assets. Withdrawals of the Member’s Crypto Assets from the applicable account, except for delivery of the Member’s Crypto Assets to Coinut or to any other person upon receipt of the Coinut’s written instructions.

11.4 Fees and Costs: All applicable fees and costs related to the safeguarding of your Crypto Assets would be borne by us.

11.5 Disclosure: Please be informed of the following disclosures regarding your Crypto Assets:

1. Your Crypto Assets will be held by us on your behalf in a custody account in accordance with our custody standard operating procedures. 
2. Your Crypto Assets may be deposited in a custody account along with, and commingled with, the assets received by us from other customers. 
3. If your Crypto Assets are commingled with those of other customers in a custody account, please be aware of the associated risks of such commingling, including but not limited to security breaches (whether in respect of your Account specifically or the Services generally), electronic, technological or systems failures (including recordkeeping errors). 
4. In the event that the safeguarding institution becomes insolvent, your Crypto Assets may be at risk of total loss.
5. The Terms of Services applicable to the safeguarding of your Crypto Assets, read together with the entirety of this Terms of Use, is made accessible to you via our website.

12.   Intellectual Property Rights

12.1 The Website and the copyright in all text, graphical images, software, design, structure, layouts, the underlying source code and any other materials on the Website are owned by Coinut, including all trademarks and any other Intellectual Property Rights in respect of the materials in relation to the Services on the Website, including without limitation to the Coinut Index. Materials on this Website may only be used for personal use and non-commercial purposes.

12.2 You acknowledge that, except as otherwise agreed between the parties in writing, all Intellectual Property Rights of Coinut and the Website shall remain with Coinut. You shall not in any circumstances obtain any rights over or in respect of the Website (other than rights to use the Website pursuant to this Agreement and any other Terms of Services governing a particular service or section of the Website) or hold yourself out as having any such rights over or in respect of the Website.

12.3 You may display on a computer screen or print extracts from the Website for the above-stated purpose only provided that you retain any copyright and other proprietary notices or any Coinut trademarks or logos, as shown on the initial printout or download without alteration, addition or deletion. Except as expressly stated herein, you may not without Coinut's prior written permission alter, modify, reproduce, distribute or use in any other commercial context any materials from the Website.

13. Conflicts of Interest Policy

13.1 Policy Purpose

This conflict of interest policy (“Policy”) aims to set forth the methodology in which Coinut Pte. Ltd. (“Coinut”) identifies and manages potential conflicts of interest to best serve its Clients. 

Directors, officers, and employees (and for purposes of this Policy shall include "contingent" or "contract" employees, intermediaries, contractors, consultants, interns and any other people or bodies associated with Coinut) are expected to use good judgment, to adhere to high ethical standards, and to conduct their affairs in such a manner as to avoid any actual or potential conflict between the personal interests of a director, officer or employee and those of Coinut.

A conflict of interest occurs when one or more persons or entities have competing interests and the service of one interest may involve detriment to another. Coinut's conflict of interest policy is aimed at protecting Coinut's interest when it is considering entering into a transaction or arrangement that might have actual, potential or perceived benefit the private interest of an employee of the Firm or might result in a possible excess benefit transaction. The purpose of the policy is to help ensure that when actual, potential or perceived conflicts of interest (i.e a conflict of interest that may arise given particular facts and circumstances) arise, the Firm has a process in place under which the affected individual will advise the Firm about all the relevant facts concerning the situation.

13.2 Regulatory Background

Coinut operates a proprietary platform (the “Platform”) that allows users to buy, sell, hold, withdraw, and deposit digital payment tokens (the “DPTs”). The Platform is accessible through Coinut’s website and mobile application.

Coinut Pte. Ltd. operates under exemption regulations, specifically the Payment Services (Exemption for Specified Period) Regulations 2019 (“Exemption Regulations”), from the requirement to hold a license under the Payment Services Act 2019 (“PS Act”). Coinut has applied for a Major Payment Institution (“MPI”) license with the Monetary Authority of Singapore (MAS) to cover the following payment services:

• Account issuance services;

• E-money issuance services;

• Digital payment token services.

13.3 Ownership and Potential Conflicts

Coinut recognizes that potential or perceived conflicts of interest may negatively impact investor confidence. In compliance with applicable securities laws, this policy outlines potential conflicts of interest and how they are addressed.

13.4 Referral Arrangements

Coinut does not engage in referral arrangements with service providers or vendors. Coinut compensates its Clients for referring new Clients by providing a percentage of the referred Client’s trading fees for one year. Written disclosure is provided to Clients who participate in referral arrangements to clarify any financial interest and potential conflicts.

13.5 Conflict Identification and Management

Coinut takes conflict management seriously and strives to operate a fair, orderly, and transparent marketplace. Key aspects include:

• Identifying and addressing potential conflicts of interest;

• Ensuring proper supervision from commercial, regulatory, and compliance perspectives;

• Maintaining confidentiality of Client information.

13.6 Identification of Conflicts

Conflicts of interest may arise when:

• The interests of Clients and Coinut diverge; and

• Coinut’s interests could be prioritized over Clients’ interests.

Material conflicts are those that could reasonably affect Client decisions or Coinut’s operations. Coinut employees, officers, and directors, as well as contractors working on behalf of Coinut, are required to follow all applicable conflict-related policies.

13.7 Governance Structure and Compliance Oversight

Coinut maintains a robust governance framework with quarterly board meetings to assess the operational soundness of its marketplace. These meetings are attended by the Board, senior management, and relevant stakeholders to ensure comprehensive oversight of key issues including matters relating to the safeguarding of customers’ assets. Senior management supported by the Compliance Officer (“CO”), is responsible for governance and compliance, with regular reporting to the Board of Directors (“BOD”).

13.8 Affiliate Support Services

For non-client-facing functions, such as finance, legal, and technology, Coinut relies on operational support from its affiliates. These affiliates provide essential back-end services that contribute to the overall effectiveness of Coinut’s operations.

13.9 Safeguarding of Customer Assets and Conflict of Interest Controls

Coinut is committed to implementing effective controls to mitigate potential conflicts of interest, particularly those involving personnel responsible for safeguarding customer assets. Safeguarding personnel report directly to the BOD including senior management who are based in Singapore, ensuring that any issues related to customer asset protection can be escalated without interference.

13.10 Separation of Duties and Conflict Mitigation

Coinut enforces strict separation of duties to prevent conflicts of interest that could compromise the safeguarding of customer assets. This includes custody measures to ensure that personnel involved in investment, trading or other discretionary decisions do not result in the transfer or disposal of customers’ assets.

13.11 Confidentiality

All Coinut personnel are bound by strict internal confidentiality policies, ensuring that client information is only disclosed on a need-to-know basis and in compliance with regulatory requirements.

13.12 Personal Dealings and Conflict Reporting

Personnel are trained to identify and report any potential conflicts of interest. Should personal dealings or outside business activities present a conflict, Coinut takes steps to mitigate the conflict or deny approval for the activity.

13.13 Availability of Conflict Management Policies

Coinut’s conflict management policy is available to all personnel and is published on the company’s website under the “Policies” section, ensuring full transparency.

13.14 Staff Training and Awareness

All directors, officers, and employees receive annual training on conflict-of-interest matters, tailored to their roles. This ensures that they are equipped to recognize and address conflicts effectively.

13.15 Violation of Policy

Failure to address conflicts of interest (whether actual or potential) constitutes a violation of this policy and related policies. 

14. Terms of Services in relation to Coinut Exchange

These terms of services in relation to Coinut Exchange (“Exchange Terms of Services”) constitute an addendum to the General Terms of Services between you and Coinut, and this addendum governs the use of Coinut’s exchange related services. 

14.1 Depositing and Withdrawal of Accepted Cryptocurrencies from your Account

14.1.1 Upon your registration and the activation of your Account, you will be able to deposit the Accepted Cryptocurrencies into your Account by sending the Accepted Cryptocurrencies to the respective deposit addresses for each respective Accepted Cryptocurrency which we will provide to you. You will be required to deposit Accepted Cryptocurrencies into your Account before you can proceed to engage in Cryptocurrency Trading on the Website. 

14.1.2 Your Crypto Assets which are deposited in your Account will be stored in the Custody account under the entity Coinut Pte. Ltd. Coinut has implemented the necessary policy, control and security protocols for the storage, withdrawal and the processing of transactions in relation to the Crypto Assets in your Account to ensure its security.

1. Members sending Cryptocurrencies to this Website through the use of cryptographic hashes and keys take full responsibility for the risks involved. No cryptographic private keys are held on Coinut’s online servers. 
2. In light of the aforementioned security safeguards which Coinut has implemented, you acknowledge and agree that Coinut has taken all reasonable efforts to ensure the security of your Crypto Assets. Accordingly, you agree not to hold Coinut liable for any failure, losses or damages which may arise due to matters beyond its reasonable control. (i.e. a compromise in Coinut’s security safeguards by unauthorised parties, hacker attacks, unscheduled downtimes, database failure, Accepted Cryptocurrencies transfer or Accepted Cryptocurrencies storage failure, or other failures or malfunctions which cannot be attributable to Coinut).

14.1.3 You can submit a request to withdraw an Accepted Cryptocurrency from your Account at any time to any of your designated Accepted Cryptocurrencies addresses. As we will manually verify and process all withdrawals of Accepted Cryptocurrencies by Members, we may take up to 3 Business Days to process your withdrawal request. We may suspend the processing of withdrawal requests at any time for system maintenance or in any such situations where it is reasonable to do so. For the avoidance of doubt, this shall include a situation where a technical failure arises in the protocol of the relevant Accepted Cryptocurrency.

14.1.4 You agree that it is your sole responsibility to provide us with the accurate withdrawal details (i.e. withdrawing address) when withdrawing your Accepted Cryptocurrency from your Account. You agree that Coinut shall not be held liable for any claims, losses or damages which may arise as a result of your failure to receive the Accepted Cryptocurrencies which you have withdrawn, due to your provision of any incorrect and/or outdated withdrawal details. Further to the above, you agree that it is your sole responsibility to ensure that any deposit and/or transactions of Accepted Cryptocurrency which you have made to Coinut shall be accurate, well-formatted and denominated in the correct cryptocurrency. You agree that Coinut shall not be held liable for any claims, losses or damages arising as a result of any incorrect deposits and/or transactions made to Coinut, including without limitation to the sending of Litecoin to a Bitcoin deposit address or vice versa.

14.2 Cryptocurrency Trading on the Website

14.2.1 If your Account has been opened and activated, and you have sufficient Crypto Assets in your Account, you will be able to engage in Cryptocurrency Trading with other Members on the Website.

14.2.2 To open or close a trade on the Website, you must submit an Order. Once you have submitted an Order we will attempt to match your Order with a Member on the Website that wishes to take the other end of the trade. We are under no obligation to accept or match any order submitted by you, and we maintain discretion over whether any order is accepted, matched, or executed. There will be no contract between you and another Member until the proposed trade has been matched and approved by us.

14.3 Counterparties: 

14.3.1 If your Order is successfully matched with another Member, and we do not exercise our discretion to prevent that Order, this Member will become your counterparty (your “Counterparty”) in that trade. Coinut therefore does not serve as a central counterparty in such trades entered into with another Counterparty on the Website. Notwithstanding the above, Coinut reserves the right to trade on the Website as a Counterparty.

14.3.2 We match all Members anonymously and do not provide Members with information about their Counterparties. 

14.3.3 Generally, trading on the Website will trade continuously from 00:01 to 24:00 UTC on every day of the year. We may suspend trading and/or access to the Website at any time for system maintenance or for other reasons such as maintaining an orderly market.

14.3.4 Suspension of Trading: As it shall be Coinut’s responsibility to maintain an orderly market, Coinut shall be entitled at its sole and absolute discretion to suspend trading on the Website, in the event of any market disruption or any other relevant external events which may disrupt the trading on the Website (i.e. hacking of the Website). In the event of such suspension of trading, you agree that Coinut shall not be held liable for any claims, losses or damages arising as a result of any suspension of trading on the Website. 

14.4   Fees

14.4.1  Coinut reserves the right to adjust their fees from time to time. Further details on our fees may be found here.

14.4.2  For the purposes of this clause, the term “Maker” shall refer to a Member who makes an offer (i.e. submits an Order to open a trade), while the term “Taker” shall refer to a Member who submits an Order to accept and close a trade.

15. Terms of Services in relation to Coinut Swap

These terms of services in relation to Coinut Swap constitute an addendum to the General Terms of Services and Exchange Terms of Services between you and Coinut, and this addendum governs the use of Coinut’s Swap related services. 

15.1 Service Overview

14.1.1 Coinut Swap is an easy to use trading platform built on top of the Coinut Exchange, designed to facilitate seamless and efficient Asset swaps between Members and Coinut.

15.2 Transaction Process

15.2.1 A Coinut Swap transaction involves the Member agreeing to a quoted price and quantity specified by the Member. Once the Member confirms the trade, the corresponding balance in the Member's Account is transferred to an  Account held by Coinut ("Coinut Account"). Coinut will then transfer the agreed-upon Asset back to the Member's Account.

15.3 Pricing and Settlement

15.3.1 The prices offered for swaps are determined by Coinut based on prevailing market conditions. The agreed-upon Asset is transferred promptly upon successful completion of the transaction.

16. Terms of Services in relation to Wrapped Litecoin® 

These terms of services in relation to WLTC® constitute an addendum to the General Terms of Services and Exchange Terms of Services between you and Coinut, and this addendum governs the use of WLTC® related services. 

For the avoidance of doubt, Coinut is the issuer of the WLTC®. All Members of https://wrappedlitecoin.org are required to be successfully onboarded as a customer of Coinut before they can perform any activities. WLTC will be an ERC20 token issued on the Ethereum blockchain and pegged to Litecoin on a 1:1 basis. WLTC® will enable Litecoin to be used for purposes such as staking, DeFi lending, and trading. In order to obtain WLTC®, a Member shall transfer an amount of Litecoins, inclusive of a fee, to Coinut through the Exchange. Coinut will then mint the same amount of WLTC® on the Ethereum blockchain and transfer it to the Member. A WLTC® holder may redeem their WLTC® for Litecoins, whereby the WLTC® holder will transfer an amount of WLTC® to Coinut and the Coinut will then burn the WLTC® and transfer the same amount of Litecoins to the Member subject to deducting a fee from the same. 

16.1 Service Overview

16.1.1 The below describes the overview of the transaction process in relation to WLTC®:

1. The Token will be an ERC20 token issued on the Ethereum blockchain and pegged to Litecoin on a 1:1 basis. 
2. The Token will enable Litecoin to be used for purposes such as staking, DeFi lending, and trading. 
3. In order to obtain the Tokens, a Member will transfer an amount of Litecoins, inclusive of a fee, to the Company through the Exchange. The Company will then mint the same amount of Tokens on the Ethereum blockchain and transfer it to the Member. 
4. A Token holder may exchange their Tokens for Litecoins, whereby the Token holder will transfer an amount of Tokens to the Company and the Company will then burn the Tokens and transfer the same amount of Litecoins to the Member subject to deducting a fee from the same. 

16.2 Risk Disclosure Statement for WLTC®

16.2.1 Smart Contract Security Risks

16.2.1.1 Vulnerability to Exploits: The WLTC® system heavily relies on the security of its smart contracts. Any vulnerability in the contract code could be exploited, leading to the theft of WLTC® or underlying Litecoin (LTC) assets.

16.2.1.2 Immutable Contracts: Once deployed, smart contracts on the Ethereum blockchain are immutable. If a critical flaw is discovered post-deployment, it cannot be rectified without creating a new contract and migrating all assets, a process that could be complex and risky.

16.2.2 Cross-Chain Interoperability and Performance

16.2.1 Blockchain Congestion: Both the Litecoin and Ethereum networks experience periods of high congestion, leading to increased transaction fees and delayed confirmations. Such issues can adversely affect the functionality and Member experience of WLTC®.

16.2.2 Network Congestion on Blockchain Networks:

1. Increased Transaction Costs: During periods of congestion, gas fees on the host blockchain can rise significantly. This can deter Members from transacting with WLTC® during peak times, potentially reducing liquidity and limiting functionality.
2. Delayed Transaction Times: Transactions involving WLTC® will face longer confirmation times.
3. Impaired Functionality in DeFi: Congestion can severely disrupt activities, including collateralization, loan repayments, and liquidity provisioning.
4. Arbitrage Inefficiencies: Congestion can lead to missed opportunities and inefficiencies because arbitrage often depends on the ability to quickly capitalize on price differences. Delays caused by congestion can erase potential profits.

16.3 Custody and Centralization Concerns

16.3.1 Custodian Trust: WLTC® operates with a centralized custodian model, based on vendors including Fireblocks and Coinbase Trust, where Coinut holds the actual LTC. Members must trust this custodian to securely manage the LTC and to act honestly in the minting and burning processes of WLTC®.

16.3.2 Single Point of Failure: The custodian's security measures become a critical point of failure. Should the custodian's systems be compromised, the underlying LTC could be stolen, potentially collapsing the value of WLTC®.

16.4. Fees:

16.4.1 Fees associated with Wrapped Litecoin may be found here. 

17. Terms of Services in relation to Coinut OTC

17.1 Overview and Scope

These Coinut OTC Terms of Service (“OTC Agreement” or “OTC Terms”) are an addendum to the General Terms of Service (“General Terms”) between you and Coinut. This addendum governs your use of Coinut’s over-the-counter (OTC) trading services (“OTC Services”). In these Terms, “Coinut” refers to the entity as defined in the General Terms. Terms like “we,” “us,” or “our” also refer to Coinut, and “you” or “your” refer to the Member bound by this Agreement. The OTC Terms are an integral part of both the General Terms and Exchange Terms of Service (“Exchange Terms”), forming the legal basis for your access to OTC Services. If any inconsistencies arise between these OTC Terms and the General or Exchange Terms, the provisions of the OTC Terms shall prevail. Any capitalized terms not explicitly defined here have the meanings ascribed to them in the General Terms.

17.2 Acceptance and Modification

By using Coinut’s OTC Services, you confirm that you have read, understood, and accepted all provisions of this OTC Agreement, along with the General and Exchange Terms, including any additional guidelines or rules referenced therein. If you continue using OTC Services after receiving notice of these Terms, your acceptance is implied. Coinut reserves the right to amend or modify these Terms in accordance with the General Terms.

17.3 Legal Nature of Agreement

This OTC Agreement constitutes a binding legal contract between you and Coinut. It is crucial that you thoroughly read and understand its terms, as they affect your legal rights. Your use of OTC Services in any form indicates that you have read, understood, and agreed to all terms. If you do not agree, you must immediately stop using the OTC Services. This Agreement does not grant any enforcement rights to third parties. If any part of these Terms is unclear, you should consult with legal counsel before proceeding.

17.4 Definitions and Interpretation

Agreed Communication Channel: Approved methods of communication with Coinut, such as phone, email, Whatsapp, Telegram, online chat, or the Platform. Coinut may change or withdraw these channels at any time.

Manifest Error: An obvious error or misquote, whether by Coinut or a third party, that is apparent based on the current market and available quotes. Any financial commitments or losses you incur as a result are not relevant in determining whether an error qualifies as a Manifest Error.

Order: A trade request submitted by you to Coinut through an Agreed Communication Channel.

OTC Transaction: Any over-the-counter transaction involving digital payment tokens (DPTs) executed between you and Coinut.

Platform: Coinut’s digital trading platform, which may be accessed via a website, mobile app, API, or other means as defined by Coinut.

Price Request: A request submitted by you through an Agreed Communication Channel to receive a Price from Coinut.

Products: The products available for trade through OTC Services, including spot transactions in DPTs as determined by Coinut.

Trading Rules: Any rules, contract specifications, or other terms applicable to Products on the Platform.

17.5 Pricing

17.5.1 Coinut may provide indicative prices for OTC Transactions in agreed Products. Prices will be provided in response to a Price Request via an Agreed Communication Channel. Coinut reserves the right to discontinue providing Prices or using certain communication channels at any time.

17.5.2 Coinut is not obligated to respond to a Price Request. Providing a Price does not constitute an offer or an obligation to accept subsequent Orders.

17.5.3 Prices are proprietary and may differ from those offered by other providers. Prices are subject to change, and an Order based on an invalid Price will be rejected.

17.5.4 Prices provided are for your sole use of OTC Services and cannot be shared or used otherwise without Coinut’s consent.

17.5.5 Prices may include a bid-ask spread or mark-up. Coinut is not required to disclose these details unless otherwise agreed or required by law.

17.5.6 If you use Coinut’s Swap Services, the applicable Coinut Swap Terms of Use will govern.

17.6 Orders

17.6.1 To enter into an OTC Transaction, you must submit an Order through an Agreed Communication Channel with the required details, including trading pairs and applicable notional amounts.

17.6.2 Coinut is not obligated to accept any Order and can do so at its sole discretion.

17.6.3 Coinut may rely on any reasonable interpretation of an ambiguous or conflicting Order.

17.6.4 An Order constitutes an offer to enter an OTC Transaction, which Coinut may accept or reject.

17.7 Order Execution

17.7.1 An OTC Transaction becomes binding upon Coinut’s express confirmation that the Order is “done” or has been “executed.” The Transaction cannot be canceled, amended, or unwound without both parties’ consent.

17.7.2 Coinut will notify you upon execution, but any delay in notification does not affect the Transaction’s validity.

17.7.3 You are responsible for comparing Trade Confirmations with your own records and must promptly notify Coinut of any discrepancies.

17.8 Transactions

17.8.1 Coinut enters OTC Transactions as principal unless agreed otherwise.

17.8.2 OTC Services are non-advised; Coinut does not offer advice on OTC Transactions.

17.8.3 You bear full responsibility for your trading decisions.

17.8.4 You are responsible for any regulatory reporting obligations.

17.8.5 Coinut makes no guarantees regarding liquidity and assumes no responsibility for losses due to illiquidity in digital assets.

17.8.6 Coinut reserves the right to correct any account errors or void/reverse any transactions involving Manifest Errors.

17.8.7 If a price provided by Coinut is significantly off from the prevailing market price or appears erroneous, Coinut may cancel or amend the Transaction accordingly.

17.8.8 If a Transaction is canceled, Coinut will reverse any transfers made as part of the Transaction.

17.8.9 Transactions may be subject to Trading Limits imposed by Coinut. Any Orders that breach these limits may be rejected, canceled, or amended.

17.8.10 Coinut’s records regarding OTC Transactions are final in the absence of Manifest Error.

17.8.11 A Trade Confirmation with inaccuracies does not affect the validity of the actual Transaction, nor does it entitle you to enforce incorrect details.

17.8.12 Coinut may void or correct any OTC Transaction involving a Manifest Error.

17.8.13 Coinut will not be liable for any losses incurred from Manifest Errors or delays in processing Orders.

17.8.14 Coinut is not responsible for any loss resulting from the delay or interception of Orders through an Agreed Communication Channel.

17.8.15 You agree to pay any applicable fees and expenses for OTC Services.

17.8.16 Transactions are settled through direct transfers of DPTs to and from your Coinut account unless otherwise agreed.

17.8.17 Valuations provided by Coinut are for informational purposes only and may not reflect actual market terms for new or liquidated OTC Transactions.

17.9 Representations and Warranties

17.9.1 In addition to, and without limiting, the representations and warranties made by the Parties in the Terms of Use, you further represent and warrant the following each time you enter into a Transaction:

A. You are capable of assessing the merits of, and fully understanding, the risks, terms, and conditions of the relevant Transaction, either on your own behalf or through independent professional advice. You acknowledge and accept the risks associated with such a Transaction and confirm that you are capable of assuming those risks; and

B. You are acting on your own account and have independently made the decision to enter into the relevant Transaction. You have determined, based on your own judgment and any advice from advisors you deemed necessary, that the Transaction is appropriate and suitable for you. You are not relying on any communication (whether written or oral) from Coinut as investment advice or a recommendation to enter into the Transaction. It is understood that any information or explanation provided regarding the terms of a Transaction does not constitute investment advice or a recommendation. Coinut is not acting as your fiduciary or adviser with respect to any Transaction.

17.10 Limitations on Liability

17.10.1 You acknowledge and agree that your use of any Agreed Communication Channel in relation to the OTC Services is entirely at your own risk. As such, you assume full responsibility for, and risk of, any loss resulting from such use.

17.10.2 Without prejudice to the foregoing, and without prejudice to or duplication of any disclaimers, limitations of liability, or indemnity provisions in the Terms of Use (and, where applicable, the FSA), and except to the extent that liability cannot be excluded under applicable law or regulation, you further acknowledge and agree that:

(a) Neither Coinut nor its affiliates, including their respective directors, shareholders, members, officers, employees, attorneys, agents, representatives, suppliers, or contractors (“Related Persons”), shall be liable for any loss, damage, or claim of any kind arising directly or indirectly from:

(i) Any Price provided by Coinut;

(ii) Any errors or omissions in an Agreed Communication Channel;

(iii) Any failure or delay in transmitting, receiving, or executing any Order through an Agreed Communication Channel, or any delay in your receipt of notifications (including Trade Confirmations) regarding the execution status of any Order; or

(iv) Any unauthorized access to or use of an Agreed Communication Channel.

(b) Neither Coinut nor its Related Persons shall bear any liability for Orders, investment decisions, or purchases of third-party goods or services (including financial instruments and DPTs) based on any Price or information provided through an Agreed Communication Channel or otherwise.

(c) Under no circumstances will Coinut or its Related Persons be liable for any damages, whether direct, indirect, punitive, special, or consequential, arising directly or indirectly from the use or inability to use an Agreed Communication Channel or the OTC Services, even if advised of the possibility of such damages or if such damages were foreseeable.

(d) Neither Coinut nor its Related Persons shall be liable for any failure to perform, or delay in performing, any obligations under this Agreement due to events or conditions beyond Coinut’s reasonable control.

(e) The total aggregate liability of Coinut and its Related Persons in connection with this Agreement and the OTC Services, whether based in contract, tort (including negligence or strict liability), or otherwise, shall not exceed one hundred thousand Singapore dollars (SGD 100,000). These limitations will apply regardless of the failure of any limited remedy to fulfill its essential purpose. 

18. Terms of Services in relation to Coinut Offramp

18.1 These terms of services in relation to Coinut Offramp (“Offramp Terms of Services”) constitute an addendum to the General Terms of Services (“General Terms of Services”) between you and Coinut, and this addendum governs the use of Coinut’s on and off-ramp trading services. “Coinut” has the meaning set forth in the General Terms of Services. References to “Coinut,” “we,” “our,” or “us” are to Coinut, and references to “you” or “your” are to the Member who is bound by these Offramp Terms of Services.

18.2 Coinut Offramp is a service provided by us to our Members. By using Coinut Offramp, you agree to comply with these Terms.

18.3 Service Description

Coinut Offramp allows you to convert your Crypto Assets into fiat currency and transfer it to your bank account or payment account. This service is provided in connection with your Account.

18.4 Eligibility

To use Coinut Offramp, you must:

a. Be a registered Member.

b. Have an active and verified bank account or payment account linked to your Account.

18.5 Offramp Process

When you initiate an Offramp transaction, the following steps will occur:

a. You agree on a rate and any applicable fees for the conversion of your Crypto Assets into fiat currency.

b. We will deduct the specified amount of Crypto Assets from your Account.

c. Once the Crypto Assets are deducted, the equivalent fiat currency, minus any applicable fees, will be transferred to your linked bank account or payment account.

18.6 Fees and Rates

The rates and fees for each transaction will be disclosed and agreed upon before completing the transaction. These rates and fees are final once confirmed by you.

18.7 Transaction Limits

Coinut may set minimum and maximum limits on the amount you can offramp in a single transaction or over a period. These limits may vary based on regulatory requirements, account verification, and other factors.

18.8 Processing Times

We will process your Offramp transaction as quickly as possible. However, the time required for the funds to arrive in your bank account or payment account may vary depending on factors such as banking hours, your payment provider, or any compliance checks that may be necessary.

18.9 No Liability for Delays

Coinut is not responsible for any delays caused by third-party payment providers or banks in processing your transaction. We will make reasonable efforts to ensure timely delivery of funds, but we cannot guarantee specific processing times.

18.10 Refunds

Once a transaction is confirmed and your Crypto Assets are deducted, the transaction cannot be reversed or refunded, except in cases of error by Coinut.

18.11 Amendments to the Offramp Terms of Services

Coinut reserves the right to amend or update these Offramp Terms of Services at any time. Any material changes will be communicated to you, and your continued use of the service following such changes will constitute your acceptance of the updated terms.

Contact Us

If you have any concerns regarding our Term of Use and Privacy Policy, please contact us for more information.

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