Terms and Conditions

B21 TERMS AND CONDITIONS

Last updated: February 02, 2020

BY INSTALLING OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT USE THE SERVICE. TO HAVE A COPY OF THIS EULA AND DSS's PRIVACY POLICY SENT TO YOU, CONTACT DSS at [email protected].

TERMS OF SERVICE

This End User License Agreement and Terms of Service (this "EULA") is a binding contract between you, an individual user ("you") and Digital Software Solutions Inc, hereby ("DSS"), "we" "us" or "our" ) governing your use of the software applications that DSS makes available for download (individually and collectively, the "App"), and the related informational websites located at https://www.digitalss.co and https://www.b21.io any other online properties owned or controlled by or on behalf of DSS. (each a "Website" and, collectively, the "Websites") (the App and the Websites are the "Service").

References in this User Agreement to "we", "our" or "us", are to DSS, and references to "you" or "your" are to the person with whom DSS enters into this User Agreement.

You must read in its entirety, agree with, and accept all the terms and conditions contained in this User Agreement, including any documents, materials or information incorporated by reference herein, before you use any Services. Examples of documents, materials or information incorporated by reference include but are not limited to:

  • Privacy Policy
  • Prime Trust Custodial Agreement
  • Anyy other schedule/addendum that DSS may include from time to time

In the event of any inconsistency between the User Agreement and any documents, materials or information incorporated by reference, the applicable provisions incorporated by reference shall prevail to the extent of such inconsistency or conflict.

DSS may introduce and provide new Services from time to time and shall notify you through email of any new terms and conditions governing such Services as they are introduced. Such terms and conditions will supplement, form part of the User Agreement and take effect from such date as DSS shall stipulate or in the absence of express stipulation, immediately upon notice being given to you.

DEFINITIONS

In this User Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Account" means an account of the User opened and maintained with DSS for access to the Services and solely in conjunction with a PT Account.

"Airdrop" has the meaning given to it in Clause 13.2 below.

"APP" means ios and android mobile application provided by DSS.

"DSS App" means the Digital Assets software platform described in Clause 1.2 below.

"Business Day" means all days excluding Saturdays, Sundays and any bank holiday in the State of Nevada.

"Digital Asset" means any digital asset (also known as a "cryptocurrency" or "virtual currency") including but not limited to bitcoin , which is issued, stored and/or transferred based on the protocol of a computer network known as a blockchain or a public transaction ledger.

"Dominant Digital Asset" has the meaning given to it in Clause 13.1 below.

"Email Account" has the meaning given to it in Clause 14.8 below.

"Enhanced Due Diligence" has the meaning given to it in Clause 2.3 below.

"Exchange" means a third-party service which facilitates the exchange of Digital Assets.

"Fork" has the meaning given to it in Clause 13.1 below.

"Indemnified Persons" has the meaning given to it in Clause 8.1 below.

"Instruction" means any instruction, request or order given to DSS by a User, through the App or otherwise in relation to the operation of any Account, including and in conjunction with the PT Account or to execute any Transaction, through such medium and in such form and manner as DSS may require, and includes any instruction, request, or order to revoke, ignore or vary any previous instruction, request, or order in respect of any Account or Transaction.

"Limits" has the meaning given to it in Clause 4.3 below.

"PT Account" means the Prime Trust ("PT") Account linked to an Account which is used for the custody of any fiat currency and/or Digital Asset to be subject to any Instructions given by the User using the DSS App or Service.

"Prime Trust Addendum" means the additional terms and conditions between you and DSS in relation to the PT Account integrated with DSS, as set out in the addendums to this User Agreement which are incorporated by reference to this User Agreement.

"Market Maker" means a person who on an organized, continuous and systematic basis enters Transactions in Digital Assets on the DSS Platform for its own account and thereby creates a market for such Digital Assets. For the avoidance of doubt, a Market Maker is also a User.

"Materials" has the meaning given to it in Clause 11.1 below.

"Non-Dominant Digital Asset" has the meaning given to it in Clause 13.1 below.

"Privacy Policy" means DSS's privacy policy, as amended, supplemented or replaced from time to time.

"Restricted Territory" means a State, Region or Country in which DSS and/or PT do not accept Users. The list of Restricted Territories is subject to change at any time. In the event a Territory becomes a Restricted Territory , DSS will provide Users residing in that Restricted Territory with notice via email, a notification on the DSS App or Website, or by other means deemed necessary regarding their access to the Services.

"Sanctions Laws" has the meaning given to it in Clause 14.4 below.

"Security Breach" has the meaning given to it in Clause 14.9 below.

"Services" means the collective user experience made available to Users using the DSS App enabling, Account opening, creation of Instructions, Account Management and other Services made available by DSS through an integration and in conjunction with the User's PT Account as described further in this User Agreement.

"SMS" means short message services.

"Tax" or "Taxes" means all taxes, duties, levies, charges, imposts and withholdings chargeable by, or payable to, any national, federal, state or municipal taxation or customs/excise authority (including any penalty, fee, or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Trademark" has the meaning given to it in Clause 11.5 below.

"Trading Software" has the meaning given to it in Clause 1.2 below.

"Transaction" means any sale, purchase, redemption, deposit or withdraw or other transaction in such Digital Asset(s) or such other asset(s) or product(s) in which DSS may take instruction from a User to process such Transaction in the User's PT Account.

"Transaction History" has the meaning given to it in Clause 6.2 below.

"USD" means the lawful currency of the United States of America.

"User" means any individual whom DSS is maintaining or continuing to maintain an Account(s) for the provision of the Services in conjunction with the PT Account.

"User Material" has the meaning given to it in Clause 12.1 below.

"Website" means https://www.digitalss.co and https://www.b21.io

"2FA" means two-factor authentication.

  1. DSS SERVICES
    1. Eligibility

      To be eligible to use the Services, you must satisfy all of the following conditions or pre-requisites:

      1. You are an individual with full power, authority and capacity to (i) access and use the DSS Services and (ii) enter into and deliver, and perform your obligations under, this User Agreement and any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, including the PT Account.
      2. You are a resident of a supported geographical territory and not a resident of one of the Restricted Territories.
      3. You are at least 18 years old and have full mental capacity to enter into this User Agreement and any agreement entered pursuant to, or in connection with, the terms of this User Agreement, and to make decisions regarding your Transactions.
      4. All of your representations and warranties set out in this User Agreement (including, without limitation, the representations and warranties in Clause 3 below) and any and all agreement(s) entered into pursuant to, or in connection with, the terms of this User Agreement, being true, accurate, correct and complied with in all respects at all times.
      5. You have performed all your covenants, agreements, obligations or undertakings under this User Agreement and any and all agreement(s) entered pursuant to, or in connection with, the terms of this User Agreement.
      6. Such other conditions or prerequisites that DSS or PT may impose from time to time in its sole and absolute discretion.
      7. You have satisfied to our and PT's satisfaction all KYC (Know your Customer) and AML (Anti Money Laundering) requirements, both upon Account opening and upon any subsequent or additional information request.

      DSS or PT shall have the right to terminate, suspend or restrict your access to your Account or PT Account(s), as well as take any other action as we deem necessary, in the event that you are not, or are no longer, eligible to use the Services. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s), or any other action taken by any of the Indemnified Persons in connection with your ineligibility to use the Services.

    2. Digital Assets Trading Platform

      DSS operates the DSS App which provides Digital Asset trading software to Users ("Trading Software"). Users may process the following Instructions using the Services:

      1. Apply for an Account with DSS and apply for a PT Account.
      2. Management of your Account and PT Account using the Services.
      3. Creation of Instructions for DSS to perform Transaction on your PT Account
      4. Creation and management of a personal Digital Asset Portfolio
      5. Creation of Instructions to purchase Digital Assets with fiat money, either ad hoc or in conjunction with a portfolio, of which Instructions will be processed on your PT Account
      6. Creation of Instructions to sell Digital Asset for fiat money, either ad hoc or in conjunction with a portfolio, of which Instructions will be processed on your PT Account

      In order to provide a liquid market and prices for Digital Assets, you acknowledge and accept that third parties, which may include affiliates or related corporations of DSS, may act as Market Makers and /or liquidity providers to DSS as your counterparty.

    3. Other DSS Services

      In addition to the Services described herein, DSS may make available other services from time to time, to persons deemed to be eligible for such services under DSS's sole discretion, which shall be subject to such terms and conditions as may be prescribed by DSS and its providers and published on the App and/or Website.

    4. Fees

      A full list of DSS's fees can be found on DSS's fee schedule currently in effect as published on the Website. DSS shall have sole and absolute discretion to adjust from time to time the fees DSS may charge Users in connection with the Services, which shall be binding on you if you continue to maintain your Account or use the Services after the effective dates of such fee adjustments. You agree to pay DSS any and all prevailing fees charged by DSS from time to time in connection with the provision or use of the Services.

  2. DSS ACCOUNTS AND ACCESS
    1. Opening of a DSS Account

      In order to use the Services, you will need to apply for an Account by (a) providing your real name, email address and such other information as we may require, (b) selecting a password and (c) accepting the terms and conditions of this User Agreement and the Privacy Policy. You will also be required to open and maintain an account with Prime Trust and accept the terms and conditions of Prime Trust. For avoidance of doubt, the DSS Service cannot be used without an accompanying PT Account. We reserve sole and absolute discretion to accept or reject any application for any reason or for no reason at all or limit the number of Account(s) that you may hold. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs arising from our decision to reject your application to open an Account. The decision to open a PT Account is the sole discretion of Prime Trust and is a requirement to maintain an Account with DSS and use the Services.

    2. Identity Verification

      You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information for at least 7 years . You will need to complete certain verification procedures before you are permitted to use the Services and your access to one or more Account(s) or the Services, and the limits that apply to your use of the Account(s) or the Services may be altered as a result of information collected on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number and scans of government-issued identity documents. In addition to providing this information, to facilitate compliance with global industry standards for data retention, you agree to permit us to keep a record of such information for the lifetime of your Account(s) plus 7 years beyond the termination of your Account(s). You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, DSS shall have the right to send you a notice to request corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services provided to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the contact information provided. You also agree that the provision, retention and verification of your personal data above will be provided to Prime Trust in order for Prime Trust in its sole discretion to consider opening a PT Account for you.

    3. Enhanced Due Diligence

      We may require you to submit additional information about yourself or your business, provide records or documentation, or have face to face meetings with representatives of DSS (such process, "Enhanced Due Diligence") for part of our Risk Management procedures.

    4. Access

      To access your Account(s) or the Services, you must have the necessary equipment (such as a smartphone) and the associated access to the Internet. Your Account(s) or the Services can be accessed directly using the App or Website. The use of the App or Website and other methods may be subject to such additional terms as may be prescribed by DSS.

      You are only permitted to access your Account(s) using your Account(s) login credentials and other required forms of authentication. We may require multi-factor authentication to keep your Account(s) safe and secure. As a result, you may be required to use at least two forms of authentication when accessing your Account(s) and performing certain operations in your Account(s). Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through SMS or a specified and supported 2FA application. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a "rooted" (Android) or "jailbroken" (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you.

    5. Account Usage

      You must ensure that Account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information. DSS reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to any Account(s).

    6. Safeguarding your Account details and Password

      You undertake to maintain at all times adequate security and control of all of your Account details, passwords, personal identification numbers (PINs), s, or any other codes that you use to access your Account(s) or the Services or to send any Instruction to us.

    7. Additional Information

      We reserve the right to request for, and you agree to provide, any and all such information and documents which are relevant or necessary in connection with the use of the DSS Services.

    8. Closing your Account

      You may terminate your Account(s) at any time by following the account termination procedures as prescribed by DSS from time to time. You will not be charged for terminating your Account(s), although you will be required to pay any outstanding amounts owed to us or any Fees associated with the liquidation of Assets or Withdraw of funds. The Fees charged will be the applicable Fees as posted on our Website or App at the time of your Termination. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

  3. REPRESENTATIONS AND WARRANTIES
    1. Representations and Warranties

      You hereby represent and warrant to DSS at all times that:

      1. you have full power, authority and capacity to (i) access and use the DSS App and/or the Services and (ii) enter into and deliver, and perform your obligations under, this User Agreement and any agreement entered into pursuant to, or in connection with, the terms of this User Agreement.
      2. This User Agreement and any agreement entered pursuant to, or in connection with, the terms of this User Agreement constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms.
      3. You are not less than 18 years of age and have full mental capacity to enter into this User Agreement and any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, and to make decisions regarding your investments or transactions.
      4. All consents, permissions, authorizations, approvals and agreements of third parties and all authorizations, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organization having jurisdiction over you which are necessary or desirable for you to obtain in order to (i) access and use the DSS App and/or the Services and (ii) enter into and deliver, and perform the transactions contemplated under this User Agreement and any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, have been unconditionally obtained in writing and have been disclosed in writing to us and have not been withdrawn or amended
      5. Your access and use of the DSS App and/or the Services, your execution and delivery of, and the performance of your obligations under this User Agreement and any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, will not:

        1. Result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject, and
        2. Result in a breach of any applicable laws, rules or regulations or of any order, decree or judgment of any court, any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.
      6. All documents and information you have provided to DSS are true, accurate, complete and up-to-date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the DSS App or to utilize any of the Services, including the PT Account, and
      7. You will not:

        1. Breach this User Agreement or any agreement entered pursuant to, or in connection with, the terms of this User Agreement.
        2. Violate or attempt to violate any law, statute, or ordinance.
        3. Violate DSS's or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.
        4. Act in a manner that is defamatory, trade libelous, threatening or harassing.
        5. Provide false, inaccurate or misleading information.
        6. Engage in potentially fraudulent or suspicious activity and/or transactions.
        7. Refuse to cooperate in any investigation or provide confirmation of your identity or the accuracy of any information you provide to us.
        8. Conduct your Transactions or use the Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties or other liability to DSS, other Users, third parties or you.
        9. Allow your Account(s) or your balances held in the PT Account to have a negative balance.
        10. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
        11. Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.
        12. Use an anonymizing proxy.
        13. Use any robot, spider, other automatic device, or manual process to monitor or copy our App or Website without our prior written permission.
        14. Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our App or Website or the Services, or
        15. Take any action that may cause us to lose any of the services from our internet service providers, or other suppliers.
  4. TRANSACTIONS
    1. Market Makers

      You acknowledge, agree, and accept that:

      1. One or more Market Makers or third party exchanges (which may include affiliates or related corporations of DSS acting in such capacity) may be appointed by or utilized by DSS to promote liquidity on the DSS App, and any such Market Makers or third party exchanges may enter into Transactions with you as your counterparty.
      2. Market Makers and third-party exchanges may also maintain positions in various Digital Assets as part of their market making activities, including positions in Digital Assets that are contrary to your positions.
      3. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity as a result of the market making activities of the Market Makers.
    2. Limits

      You may be subject to limits on the value of Transactions, or deposits into or withdrawals out of the PT Account (together, "Limits"), stated in USD, that you may transact in each period (e.g. daily). To view the Limits applicable to you, please check the App or Website. Your Limits may vary in accordance with DSS's sole and absolute discretion. We reserve the right to change any applicable Limits from time to time in our sole and absolute discretion. If you wish to increase any of the current Limits applicable to you, you may submit a request to our user support. In respect of any such request, we may, in our sole and absolute discretion, increase your Limit, lower your Limit, or maintain your current Limit, in each case subject to any further conditions that we may impose on you.

    3. Enhanced Due Diligence

      In respect of any request to increase all or any of the current Limits applicable to you, we may require Enhanced Due Diligence measures to be conducted.

    4. Unauthorized Transactions

      You are solely responsible for the control and use of your Account(s) and any Instruction sent from your Account(s) is deemed to be authorized and is binding on you. We are not obliged to verify the identity or authority of any person(s) using your Account(s) and we shall be at liberty to accept and place full reliance on any Instruction sent from your Account(s). If you notice any unauthorized or suspicious activity in your Account(s), you must notify us immediately. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons' reliance on any Instruction sent from your Account(s).

    5. Retention of Transaction Information

      To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Account(s) plus 7 years beyond the termination of your Account(s).

  5. YOUR INSTRUCTIONS AND AUTHORIZATIONS
    1. Instructions

      You are solely responsible for accurately entering any Instruction, including but not limited to all the necessary information in order to enable us to carry out any Instruction. DSS is not obliged to verify the accuracy or completeness of any such information or Instruction, or for monitoring or refusing to process duplicate Instructions.

      Your Instructions shall be irrevocable and unconditional and shall be binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Instruction, you have no right to rescind or withdraw such Instruction without our written consent.

      Your Instruction shall not be considered to be received by DSS unless and until it has been received by DSS's server.

      Additionally, DSS's records of all Instructions shall be conclusive and binding on you for all purposes.

    2. Our Discretion

      You acknowledge and agree that DSS may, in its sole and absolute discretion for any reason or no reason whatsoever, refuse to act upon or defer acting on any Instruction, or seek further information with respect to the Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons' refusal or delay in acting upon any Instruction.

    3. Your Identity or Authority

      We shall not be under any obligation to verify the identity or authority of any person giving any Instruction and the authenticity of such Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from any of the Indemnified Persons relying or acting upon any Instruction which is given or purported to be given by you, regardless of the circumstances prevailing at the time of such Instruction, the nature of the arrangement, services or transaction made pursuant to such Instruction or the amount of money involved and notwithstanding any error, misunderstanding, fraud, forgery or lack of clarity or authorization in the terms of such Instruction.

    4. Notification of Instructions

      DSS may transmit a notification to you upon receipt of any transaction, deposit or withdrawal Instruction from you. You are responsible to ensure that the details in any such notification transmitted to you are in accordance with your Instruction. Completion notification that an Instruction and/or a Transaction has been affected by DSS may be provided to you via electronic communications. Any such completion notification transmitted to you shall be deemed to have been received by you immediately after transmission. You are required to contact us if you do not receive any completion notification within the time usually required for a similar notification to be received.

    5. Credit/Debit Authorization

      You hereby authorize DSS to process your Instructions for credit or debit to your PT Account and their payment processors for the purposes of the third-party processor crediting or debiting) your fiat monies to/from your PT Account in accordance with your Instruction. We reserve the right not to affect any Transaction if you have insufficient fiat monies or Digital Assets in your PT Account (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction). You agree that all transactions are final and that the delivery of the Digital Assets to your PT Account constitute our full obligation. You agree that you waive all your rights to chargeback, reverse or otherwise dispute the Transaction with your financial institution upon delivery of the Digital Assets to your PT Account. This includes Transactions you have conducted using a Credit Card, Debit Card, ACH debit from your Bank and any Domestic or International Wire. You also acknowledge that your financial institution may charge cash advance fees and/or asses specific interest charges for transactions processed with your PT Account. These fees will be in addition to any Fee we charge for the Services. You also understand that we do not permit the withdraw of Digital Assets from your PT Account, you may only convert the Digital Assets to USD and then Withdraw them in accordance with this Agreement and the PT Terms.

  6. OUR COMMUNICATION WITH YOU
    1. Account Communication

      You agree and understand that all communication with you will be via email or another method that DSS may prescribe from time to time. We will use the email address on record for your Account as our primary means of communicating with you. To ensure that you receive all our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record shall be considered valid and binding for all purposes. If any email communication is returned as undeliverable, we retain the right to block your Account(s) and access to the Services until you provide and confirm a new and valid email address.

    2. Account History

      Information on your past Transaction(s) ("Transaction History") will be made available on the DSS App. Your Transaction History contains all your trading, deposit and withdraw activity on the managed on the DSS App and effected in your PT Account. We will use commercially reasonable efforts to ensure that the information contained in the notices we send you and your Transaction History is reasonably accurate and reliable.

    3. Account Review and Acknowledgment

      It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices or communications sent by us. If for any reason you are unable to do so, or you do not receive our notices or communications, it is your responsibility to notify us immediately.

  7. SUSPENSION, TERMINATION, AND CANCELLATION
    1. Suspension, Termination, and Cancellation

      We may from time to time in our sole and absolute discretion: (a) refuse to complete or block, cancel or reverse any Transaction you have authorized or instructed, (b) terminate, suspend or restrict your access to any or all of the Services, (c) terminate, suspend or restrict your access to any or all of your Account(s), and/or (d) refuse to transmit information or Instructions to third parties (including but not limited to your PT Account, in each case with immediate effect for any reason or no reason whatsoever, including, without limitation, where:

      1. we are required to do so by any applicable law or regulation, or any court or authority to which we are subject in any jurisdiction.
      2. we have determined or suspect that you have breached any terms and conditions in this User Agreement (including the PT Account Agreement or any other documents, materials or information incorporated by reference herein), and/or the Privacy Policy.
      3. we have determined or suspect that you have breached any terms and conditions imposed by Prime Trust or you have revoked any authorization provided to us in the Prime Trust Addendum(s).
      4. we have determined or suspect that any Transaction is unauthorized, erroneous, fraudulent or unlawful or we have determined or suspect that your Account(s) or the Services are being used in a fraudulent, unauthorized or unlawful manner.
      5. we have determined or suspect there is any occurrence of money laundering, terrorist financing, fraud, or any other crime.
      6. use of your Account is subject to any pending or ongoing litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity.
      7. you have taken any action that may circumvent our controls such as opening multiple Accounts without our written consent or abusing promotions which we may offer from time to time.
      8. you have not complied with the terms under the User Agreement (including the Prime Trust Addendum(s) or any documents, materials or information incorporated by reference herein), and/or the Privacy Policy.
      9. you have terminated the PT Account that you are required to maintain to use certain Services or you have not complied with the terms and conditions imposed by Prime Trust or you have revoked the authorizations provided to us in the Prime Trust Addendum(s).

      You hereby acknowledge and agree that our decision to take certain actions, including, without limitations, to terminate, suspend or restrict your access to your Account(s) or the Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

      Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, due to any of the Indemnified Persons' action or inaction in accordance with the terms of this Clause 7.1.

  8. LIABILITY
    1. Indemnification

      You agree to keep (a) DSS, (b) DSS's shareholders, joint venture parties, affiliates and related corporations and entities, and (c) the officers, directors, employees, representatives, agents, suppliers and service providers of all of the persons and entities described in (a) and (b) ((a), (b) and (c) collectively, the "Indemnified Persons"), fully indemnified and held harmless from and against any and all losses, liabilities, costs, claims, charges, actions, demands and expenses (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which the Indemnified Persons may incur, suffer or which may be made against them as a result of, or in relation to (i) any sum or obligation expressed to be payable or liable to be performed under this User Agreement, the Prime Trust Addendums, the Privacy Policy and/or any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, the Prime Trust Addendums and/or the Privacy Policy not being paid or performed by you by the time, on the date and otherwise in the manner specified in this User Agreement, the Prime Trust Addendums, the Privacy Policy and/or such other agreement, (ii) any breach of representation, warranty, agreement or undertaking by you under this User Agreement, the Prime Trust Addendums, the Privacy Policy and/or any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, the Prime Trust Addendums and/or the Privacy Policy, (iii) any breach or violation by you of any law, rule or regulation, or the rights of any third parties, and/or (iv) any act, omission, negligence, breach, offence or default committed or attributable to you.

    2. Limitations of Liability

      In no event shall any of the Indemnified Persons be liable to you or any other person or entity for any loss of business, profits or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our App or Website, the DSS Services, your Account(s), the Services, this User Agreement, the Prime Trust Addendums, the Privacy Policy and/or any agreement entered into pursuant to, or in connection with, the terms of this User Agreement, the Prime Trust Addendums, the Privacy Policy or otherwise. Our liability, and the liability of the Indemnified Persons, to you or any third parties in any circumstance is limited to the actual amount of loss or damage which is caused directly and is reasonably foreseeable by our breach of this User Agreement, and shall not in any event exceed USD 4,000. Such sum shall be paid as liquidated damages by us to you in full and final settlement and satisfaction of our entire liability and the Indemnified Persons' entire liability for any loss or damage which is caused directly and is reasonably foreseeable by our breach of this User Agreement. You acknowledge and accept that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.

    3. No Warranties

      The Services are provided on an "as is" and "as available" basis without any representation or warranty, whether express or implied, to the maximum extent permitted by applicable law: specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the App, Website, the DSS Services, any of your Account(s) or the Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free.

      We will make reasonable efforts to ensure that Transactions on the App are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

    4. Safety and Security of your Computer and Devices

      DSS is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer, smartphone, mobile phone or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. DSS's user support will never ask to screen share or otherwise seek to access your computer or Account(s); similarly, we will not ask for your 2FA codes. Always log into your Account(s) through the App to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

    5. No Liability for Breach

      We are not liable for any breach of this User Agreement or any agreement entered into pursuant to, or in connection with, the terms of this User Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any laws, rules or regulations.

  9. USER COMPLAINTS
    1. Complaints

      In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint, and any other information you believe to be relevant, in the manner described on our user support webpage. DSS will then open a support ticket and a user complaints officer ("Complaint Officer") will consider your complaint. The Complaint Officer will consider your complaint without prejudice based on the information you have provided and any information that we have based on our records. Within thirty (30) Business Days of our receipt of your complaint, the Complaint Officer will use reasonable endeavors to address points raised in your complaint and the Complaint Officer may: (i) offer to resolve your complaint in the way you have requested; (ii) reject your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative proposal or solution, (iv) request additional information necessary to address your complaint.

  10. DATA PROTECTION
    1. Personal Data

      You agree to and consent to the collection, use, disclosure, and processing of personal data you provide to us and your personal data in accordance with DSS's Privacy Policy.

    2. You warrant and represent that:

      Before providing any such personal data to us, you have read and understood our Privacy Policy and, that you are representing and providing data only for yourself and are not in any capacity representing any other person.

  11. INTELLECTUAL PROPERTY
    1. As between you and us, we and/or our licensors retain ownership of all right, title and interest (including intellectual property rights) in and to the information, data, text, images, links, sounds, graphics, videos and/or other material provided to you through the App, Website or such other mode of access as DSS may enable from time to time or the Services (including copyright in all works and other subject matter) ("Materials") and any improvements, enhancements or modifications thereto made by us or any third party. No part of the same may be reproduced, adapted, distributed, republished, downloaded, displayed, broadcast, hyperlinked, posted, or transmitted in any manner or by any means or stored in an information retrieval system without our prior written permission and/or that of the relevant rights owner. You may not redistribute, sell, decompile, reverse-engineer, disassemble or otherwise deal with the Materials except as expressly permitted under the terms of this User Agreement.
    2. You may only access and use the Materials on the App, Website (or such other mode of access (including but not limited to through the DSS APIs) as DSS may prescribe from time to time) for personal, non-commercial uses (save that enterprise users may access and use the Materials for internal business purposes) and shall not modify the Materials in any manner. Except for the foregoing, no rights or licenses, express or implied, are hereby granted to you with respect to any of our intellectual property rights or under any patents, copyrights or trade secrets as a result of our course of dealings with you hereunder.
    3. You may not, without our permission, "deep-link" to any part of the App or Website, "frame" or "mirror" any Materials contained on the Website on any other server. You agree not to use the App or Website and/or the Materials in any manner which breaches any applicable law or regulation or causes, or which may cause an infringement of any third-party rights.
    4. In the event that you are authorized by us to download software or Materials associated with such software from the App or Website, the software, including any files, images incorporated in, linked to or generated by the software, and data accompanying the software is licensed to you subject to your compliance with any relevant license terms and conditions accompanying such software or as we may from time to time notify you of.
    5. The Trademarks, service marks and logos ("Trademarks") used and displayed on or through the Website or the Services are registered and unregistered Trademarks of the relevant mark owners of DSS and our licensors. Nothing on the App or Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website, without our written permission or that of other Trademark owners. We prohibit the use of the Trademarks, any entity name, trade name, company name of ours or any other Trademark owned by us as a "hot" link to any website unless establishment of such a link is approved in advance by us in writing.
  12. USER MATERIAL AND FEEDBACK
    1. If you provide any reviews, posts, information, data and comments on the App or Website (through our "Contact Us" pages or otherwise), via our Services, or to us ("User Material"), you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, sub-licensable, transferable license to do all acts comprised in the intellectual property rights in respect of such User Material, including without limitation the rights to use, exercise, reproduce, display, modify, communicate, adapt, perform, distribute or develop the same in all forms of media whether now known or in the future invented, for the purposes of operating the App or Website and for our business purposes (including where permitted by law, data analytics). You represent and warrant that you own or have the necessary rights, consents and permissions to grant the foregoing rights to us, and that your User Materials are your own original works and creations and/or in any case do not and will not infringe the intellectual property or other rights of any third party. You agree and acknowledge that: (i) we are not responsible for any User Material (whether provided by you or by third parties) which may be made available on the App or Website, and (ii) use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same.
    2. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the App or Website (including any User Material) which in our sole opinion is unlawful, violates the terms of this User Agreement or could subject us or any of our affiliates, directors, employees, officers or third-party service providers to liability. We shall have the right to take any enforcement actions as we deem appropriate at our sole discretion, including but not limited to giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your user accounts (if any), or suspending your access to the DSS App or Website. We shall also have the right to restrict, refuse or ban you from any and all future use of any other product, service and/or facility provided or offered by us.
    3. Any feedback and suggestions submitted to us via the DSS App or Website or through the Services shall be deemed and remain our property, and we shall be free to use and disclose, for any purpose, any ideas, concepts, know-how or techniques contained in such information. DSS.
  13. CERTAIN RISKS RELATING TO DIGITAL ASSETS
    1. Forks

      It is possible that planned, unplanned, sudden, scheduled, expected, unexpected, publicized, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets may occur from time to time in such a way as to result in the creation of one or more related versions of an existing Digital Asset (each instance of any such change, a "Fork"). Such Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset (each a "Dominant Digital Asset") and the partial or total abandonment or loss of value of any other versions of such Digital Asset (each a "Non-Dominant Digital Asset"). We are under no obligation to support a Fork of a Digital Asset that you manage in your Account or PT Account, whether or not any resulting version of such Forked Digital Asset is a Dominant Digital Asset or a Non-Dominant Digital Asset. If we elect, at our sole and absolute discretion, to support a Fork of a Digital Asset, we will make a public announcement through the App or Website. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons' (i) decision to support such Fork or the timing of implementation of such support, or (ii) decision to not support a Fork of any given Digital Asset, including the determination to support, continue to support, or cease to support any Dominant Digital Asset or Non-Dominant Digital Asset.

    2. Airdrops

      We shall have sole and absolute discretion to decide whether or not to support any distributions, dividends or "airdrops" of Digital Assets to Accounts and/or PT Accounts operated or managed by us (collectively, "Airdrops"), regardless of whether or not you would have received such Airdrops if you held your Digital Assets outside of the Accounts and/or PT Account managed by us. We have no obligation to distribute and/or support any Airdrop and shall bear no liability to Users or any other persons for failing to do so.

    3. You acknowledge and accept the following risks, in additional to risks published by DSS through one or more risk disclosures on its App or Website, relating to the use of the DSS Services:
      1. The risk of loss in trading digital assets may be substantial and losses may occur over a short period of time.
      2. The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
      3. Digital Assets are not legal tender, not backed by any government, and Accounts managed by DSS or PT are not subject to any deposit insurance protection.
      4. Legislative and regulatory changes or actions at the national or international level may adversely affect the use, transfer, trade and value of Digital Assets.
      5. Digital Asset blockchains may Fork, and we may not support the Forked Digital Asset promptly or at all.
      6. Transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental Transactions may not be recoverable.
      7. Some transactions in Digital Assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other User initiates or completes the Transactions on the DSS App.
      8. The value of Digital Assets may be derived from or influenced by the continued willingness of market participants to trade fiat currencies for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear.
      9. The nature of Digital Assets may lead to an increased risk of fraud or cyberattack and may mean that technological difficulties experienced by DSS may prevent access to manage your Digital Assets.
      10. DSS may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Services.
      11. DSS having Digital Assets on deposit or with any third party in a custodial relationship has attendant risks, which include security breaches, risk of contractual breach, and risk of loss.
      12. Digital Assets blockchains may become congested or become nonoperational because of attacks, bugs, hard forks, or other unforeseeable reasons.
    4. Use of the Services is entirely at your own risk

      DSS does not provide any financial, investment, business, accounting, tax, legal, or other advice to you. All Transactions are executed automatically, based on your Instructions, and you are solely responsible for determining whether any investment, investment strategy, or Transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Any reports provided to you as part of the Service are for information purposes only and you agree and warrant that you have taken independent legal, tax and accounting advice.se as the actions or inactions you take based upon any reports.

    5. Digital Asset Delisting

      We may from time to time in our sole and absolute discretion, remove one or more Digital Assets from the DSS App such that Users will no longer be able to access such Digital Assets as part of the Trading Software and will be no longer able to maintain balances in such Digital Assets or make any purchase or sell thereof, in each case with immediate effect for any reason or no reason whatsoever, including, without limitation, where we are required to do so by any applicable law or regulation (including, without limitation, any U.S. federal or state securities laws), or any court or authority to which we or Prime Trust are subject in any jurisdictions.

      You hereby acknowledge and consent to that our ability to take such delisting actions, including, without limitations, to cancel your outstanding Instructions for delisted Digital Assets and/or your express permission to liquidate to USD, to the extent possible any delisted or to be delisted Digital Asset in your PT Account.

      Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, due to any of the Indemnified Persons' action or inaction in accordance with the terms of this Clause 13.5.

  14. GENERAL TERMS AND CONDITIONS
    1. App and Website Accuracy

      Although we intend to provide accurate and timely information on the App and Website, the App or Website may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, agreements, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the App or Website are your sole responsibility and we shall have no liability for any such decisions. Links to third-party websites may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the App or Website.

    2. Account Access and Security

      In order to access the Services, users are required to provide an email address and create a password. DSS may offer second factor authentication via a User's electronic device through a 2FA application that DSS may determine from time to time in its sole and absolute discretion. Users are responsible for keeping electronic devices through which the Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of a User's Account(s) by third parties and the loss or theft of any fiat currency or Digital Assets held in your Account(s) and/or the PT Account. Users must always keep security details safe . For example, passwords need to be safeguarded and not shared or made visible to others.

    3. Third-Party Services

      You are be required to open a PT Account in order to access certain Services. Your relationship with the Prime Trust will be governed by the terms and conditions of Prime Trust. In addition, we may impose, and you agree to be bound by, the additional terms and conditions as set out in the Prime Trust Addendum(s). You further agree that DSS may, from time to time at its sole and absolute discretion, amend, supplement or replace the Prime Trust Linked Addendum(s), which shall be binding on you if you continue to use any of the Services after the effective date of any such amendment, supplement or replacement of the Prime Trust Addendum(s).

    4. Export Controls & Sanctions

      Your use of the Services and the Website may be subject to international export controls and economic sanctions requirements. By trading Digital Assets on the DSS App or accessing any Services, you agree that you will fully comply with any and all such requirements. You are not permitted to transact in Digital Assets or use any of the Services if (a) we are prohibited from providing Services to you under any applicable laws and regulations, including but not limited to the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the U.S. Department of Treasury (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto ("Sanctions Laws") as amended, supplemented or replaced from time to time; or (b) you intend to transact or deal with any person in breach of any of the Sanctions Laws.

      You represent and warrant to you are not directly or indirectly included on the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by the U.S. Treasury Department's Office of Foreign Assets Control.

    5. Amendments to User Agreement/Prime Trust Addendums/Privacy Policy

      We shall have sole and absolute right to amend, supplement and/or replace the terms and conditions of this User Agreement, the Prime Trust Addendums and/or the Privacy Policy from time to time, which will be announced to all Users on the App or Website. By continuing to maintain your Account(s) or use the Services after the effective date of modification, the modified terms and conditions of this User Agreement, the Prime Trust Addendums and/or the Privacy Policy shall be binding on you. Copies of the most up-to-date version of the User Agreement, Prime Trust Addendums and the Privacy Policy will be made available on the App or Website.

    6. Relationship of the Parties

      You acknowledge and agree that: (a) DSS is not holding any fiat monies and/or Digital Assets as your trustee, and is not acting as your broker, intermediary, agent, trustee, advisor or in any fiduciary capacity, and (b) no communication or information provided to you by us shall be considered or construed as any form of advice.

    7. Email Security

      You shall keep the email account associated with your Account ("Email Account") secure against any attacks and unauthorized access. You are required to notify DSS immediately if you have knowledge or have reason for suspecting that the security of your Email Account has been compromised or if there has been any unauthorized use of your Email Account. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any person by reason of or arising from or as a consequence of any access (whether authorized or not) to your Email Account by any person, any breach of security of your Email Account, or any transactions, instructions or operations effected by you or purported to be effected by you through your Email Account.

    8. Security Breach

      If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or DSS (together a "Security Breach"), you must immediately notify us be emailing us at [email protected] or via any other method as may be prescribed by DSS from time to time. You must take any steps that we reasonably require to reduce, manage, or report any Security. Failure to provide prompt notification of any Security Breach may be considered negligence on your part in determining any resolution of the matter.

    9. Contact Information

      You are responsible for keeping your email address and other contact information up to date in your Account profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breach) from time to time.

    10. Taxes

      It is your responsibility to determine what, if any, Taxes apply to the Transactions and/or payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. DSS is not responsible for determining whether any Taxes apply to your Transaction, or for collecting, reporting or remitting any Taxes arising from any Transaction or Payments. Please be advised that you may be subject to withholding taxes or other tax liabilities with respect to importing services from a foreign entity. In addition, you may be subject to goods and services tax (or its equivalent), sales tax, income tax, duties, or other tax liabilities as a seller of goods or services. It is your responsibility to check with your local tax advisor to determine which Taxes apply to you, and it is your responsibility to pay such Taxes to the appropriate tax authority.

    11. Unclaimed Property

      If you have r assets in your Account and/or PT Account, and we are unable to contact you and have no record of your use of the Services for several years, applicable laws and regulations may require us, or Prime Trust to report your holdings of such fiat monies or Digital Assets as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such fiat monies or Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges in respect of such unclaimed assets, as permitted by applicable laws and regulations.

    12. Entire Agreement

      This User Agreement (including any documents, materials or information incorporated by reference herein) sets forth the entire understanding between you and DSS with respect to the Services.

    13. Clause Headings

      Clause headings in this User Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this User Agreement.

    14. Transfer

      This User Agreement (including any documents, materials or information incorporated by reference herein) is personal to you and you are not permitted to novate, transfer or assign your rights, interests, liabilities and/or obligations to anyone else without our prior written consent. However, you hereby acknowledge and agree that we shall have sole and absolute discretion to novate, transfer or assign this User Agreement (including any documents, materials or information incorporated by reference herein) or any of our rights, interests, liabilities and/or obligations at any time to anyone else, including, without limitation, in connection with any merger, acquisition or other corporate reorganization involving DSS.

    15. Security Interests

      You undertake not to create any security over your fiat monies or Digital Assets held in any of your Account or the PT Account without our prior written consent.

    16. Invalidity

      If any provision of this User Agreement, the Prime Trust Addendums, the Privacy Policy or any other documents, materials or information incorporated by reference in this User Agreement is or becomes illegal, invalid or unenforceable in any respect, the same shall not affect the legality, validity or enforceability of any other provisions in this User Agreement, the Prime Trust Addendums, the Privacy Policy or any other documents, materials or information incorporated by reference in this User Agreement.

    17. Enforcement of Our Rights

      DSS's rights and remedies under this User Agreement are cumulative and not exclusive of any rights or remedies provided by law or by any other agreement. Any failure or delay on the part of DSS to exercise any right or remedy under this Agreement shall not operate as a waiver of such right or remedy. Any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.

    18. Language

      These terms and conditions may, at DSS's sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

    19. Third-Party Rights

      Nothing expressed or referred to in this User Agreement will be construed to give any person other than the parties to this User Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement. This User Agreement and all its provisions are for the sole and exclusive benefit of the parties to this User Agreement and their successors and permitted assigns.

    20. Survival

      All provisions of this User Agreement which by their nature extend beyond the expiration or termination of this User Agreement, including, without limitation, the clauses relating to Definitions, Suspension, Termination or Cancellation (Clause 7), Liability (Clause 8), User Complaints (Clause 9), Data Protection (Clause 10), Intellectual Property (Clause 11), User Material and Feedback (Clause 12), General Terms and Conditions (Clause 14), will continue to be binding and operate after the termination or expiration of this User Agreement.

    21. Governing Law and Jurisdiction

      This User Agreement shall be construed in accordance with and governed for all purposes by the laws and public policy of the State of California applicable to contracts executed and to be wholly performed within such state. Any dispute or controversy arising out of or relating to this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereover. The arbitration shall be held in San Diego County or in such other place as the parties hereto may agree.





PRIME TRUST ADDENDUM

This Prime Trust Addendum sets out the additional terms and conditions between you and Digital Software Solutions, Inc. ("DSS," doing business as "B21"), a Delaware corporation, in relation to the third-party PT Account, operated by Prime Trust, LLC ("PT"), a Nevada trust company. Capitalized terms used by not defined herein shall have the respective meanings given to such terms in the User Agreement.

This Prime Trust Addendum for the PT Account operated by PT ("PT Account Terms") is incorporated into the User Agreement by reference and must be read together with the User Agreement. In the event of any inconsistency between the provisions in the User Agreement and the provisions of these PT Account Terms, the provisions of these PT Account Terms shall prevail.

These PTA Terms apply to you immediately upon the opening of a PT Account with PT and operate as a binding contract between DSS and you. These PT Terms also operate in addition to the PT Custodial Account Agreement and PT Privacy Policy that you have or will enter into with PT. By using the Services, you are deemed to have accepted these PT Account Terms.

The terms in these PT Account Terms may be amended, supplemented and/or replaced from time to time, in accordance with Clause 14.5 of the User Agreement.

DEFINITIONS

In these PT Account Terms, unless the context otherwise requires, the following words and expressions shall bear the following meanings:

"Available Trading Balance" means the monetary value of fiat currency in USD that the User can use for trades on the DSS App, which are held in the User's PT Account.

"DSS Account" means an account of the User opened and maintained with DSS for purposes of procuring any Services.

"DSS',s Privacy Policy" means DSS's privacy policy, as amended, supplemented or replaced from time to time.

"DSS App" means the Digital Assets trading platform described in Clause 1.2 of the User Agreement.

"Fiat Currency Withdrawal" has the meaning given to it in Clause 5.1 below.

"Minimum Amount" means the minimum USD amount as required by DSS that must be maintained in the PT Account.

"PT Account" has the meaning given to it in Clause 1.1(b) below.

"Services" has the meaning given to it in the User Agreement.

"Transaction" means any sale, purchase or other transaction in such Digital Asset(s) or such other asset(s) or product(s) as DSS may from time to time permit to be carried out on the DSS App.

"USD" means the lawful currency of the United States of America.

"User" means any individual whom DSS is maintaining or continuing to maintain one or more DSS Account(s) for the provision of Services, and who opens a PT Account with PT for the purposes of instructing Transactions using the DSS App.

"PT or PT Account" has the meaning given to it in Clause 1.1 below.

  1. General
    1. In order to access the Services using the DSS App, you agree to open and maintain an account with PT ("PT Account, or PT Account"). Each PT Account will be used for purposes of the User's trading activities instructed using the DSS App. Only funds deposited in the PT Account can be used for instructing Transactions on the DSS App.
    2. For the avoidance of doubt, all monies in the/your PT Account are held by PT on your behalf at all times; at no time will DSS be the holder of any money in the/your PT Account. You maintain a direct customer relationship with PT regarding the PT Account, and PT is responsible for establishing and maintaining balances in the PT Account, processing and settling all transfers and transactions through, to, and from the PT Account and exercising principal oversight and control over the PT Account.
    3. All monies in the/your Linked Wallet are held as cash in pooled custodial accounts at one or more banks insured by the Federal Deposit Insurance Corporation ("FDIC"). The custodial accounts have been established in a manner to provide eligibility for pass-through FDIC insurance up to the depositor coverage limit, which is currently $250,000 per individual. The purpose of FDIC pass-through insurance is to protect customer funds held by PT against the risk of loss if any of the insured depository institutions where PT maintains custodial accounts were to fail.
    4. All settled Digital Assets Transactions are held in the PT Account.
  2. User Authorizations
    1. You hereby authorize DSS and its employees and agents, in relation to your PT Account and your utilization of the Services, to, among other things:

      1. Access and view the balances and all other Transaction information (including Transaction history) relating to any of the PT Account for the purpose of reconciliation and computation of amounts due to or from you arising from Transactions on the DSS App.
      2. Instruct PT to effect transfer of funds and Digital Assets to/from the PT Account.
      3. instruct PT to effect credit and debit of the PT Account balance in relation to Transactions which have been instructed using the DSS App or for fees and charges arising from Transactions conducted through the DSS App, or in relation to Transactions which have been reversed pursuant to the User Agreement.
      4. Freeze (or instruct PT to freeze) further credit or debit to or from the PT Account due to your breach of the User Agreement or breach of applicable law, or if there is a suspicion of money laundering/terrorism financing, or if there are breaches of anti-money laundering/countering the financing of terrorism policies and procedures.
      5. Use any of your data or information obtained through PT for purposes of effecting Transactions on the DSS App or otherwise and/or share any of your data or information with PT for purposes of operating and maintaining the PT Account.
    2. For avoidance of doubt, DSS does not own any of the transactions or other details related to your PT Account. DSS's role is only as a facilitator that accesses your PT Account through the API integration made available through PT, such that DSS can send Transaction instructions including deposit, withdrawal and transfer instructions on behalf of you in connection with your trading activities on the DSS App.
    3. You may only withdraw or revoke the authorizations described in Clause 2.1 above upon closure of your DSS Account in accordance with the process set out in Clause 2.8 of the User Agreement. Should you instruct PT to revoke any of these authorizations prior to the closure of your DSS Account, then you will not be entitled to continue using any of the Services. DSS shall have the right to immediately terminate and/or cancel your DSS Account pursuant to Clause 7.1 of the User Agreement.
  3. Transfer of funds to PT Account
    1. Your Available Trading Balance will only reflect the funds transferred upon notification by PT to us that such funds have been transferred to the PT Account.
  4. Settlement of trades
    1. DSS will transmit settlement instructions in respect of any fiat currency or Digital Asset amounts to PT on a periodic basis. PT will perform reconciliation of the PT Account and update the balances in each User's PT Account to reflect all transactions conducted during the period.
  5. Transfer of funds from PT Account
    1. You may initiate a transfer of fiat currency funds from the PT Account ("Fiat Currency Withdrawal") by submitting a Withdraw request using the DSS App, the relevant instruction to PT via DSS in accordance with the instructions on the DSS App (or such other method that DSS may prescribe from time to time..
    2. You agree and acknowledge that any request for a Fiat Currency Withdrawal will only be affected after such time as DSS and/or PT may require to conduct the necessary verification and reconciliation procedures. Under no circumstances shall any of (a) DSS, (b) DSS's shareholders, joint venture parties, affiliates and related corporations and entities, and (c) the officers, directors, employees, representatives, agents, suppliers and service providers of all of the persons and entities described in (a) and (b) be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity, arising from any delay in effecting a Fiat Currency Withdrawal.
  6. Minimum Amount
    1. You shall maintain such Minimum Account in the PT Account as DSS may from time to time in its sole and absolute discretion require.
    2. DSS may, in its sole and absolute discretion, vary the Minimum Amount to be maintained in the PT Account at any time by notification to you. No previous Minimum Amount requirements shall set a precedent or bind DSS to future Minimum Amount's.
    3. If DSS determines that the Minimum Amount shall be increased then, you shall pay into the PT Account such additional amounts as may be necessary within three (3) Business Days to satisfy the increased Minimum Amount. DSS shall have the right to suspend or terminate the Services available to you pursuant to Clause 7.1 of the User Agreement should you fail to do so.
    4. DSS may from time to time, and in its sole and absolute discretion, impose limits on the value of Transactions, or deposits into or withdrawals out of the PT Account, stated in USD, that you may transact in a given period, pursuant to Clause 4.3 of the User Agreement.
  7. Data Protection
    1. In addition to agreeing and accepting DSS's Privacy Policy on how your personal information will be collected, used, disclosed and transferred amongst other things, you also agree to and accept the PT Privacy Policy.
  8. Representations and Warranties
    1. You represent and warrant to DSS that you expressly accept the PT Custodial Account Agreement in relation to the operation of the PT Account and you understand that PT is providing their products and services (including but not limited to all services relating to the PT Account) to you subject to the PT Custodial Account Agreement.
    2. You hereby represent and warrant to DSS that at all times you will undertake the following:

      1. Comply with the PT Custodial Account Agreement.
      2. Not use the products or services provided by PT in violation of the PT Custodial Account Agreement.
      3. Not use the products or services provided by PT in a manner that is fraudulent, unlawful, deceptive or abusive.


DISCLOSURES

Risk Disclosures

DSS is not an "exchange" regulated by U.S. Securities and Exchange Commission. DSS is not a Broker and does not provide any financial advice. DSS provides a software front end application to create instructions for Transactions on the User’s PT Account. The DSS App and Services are provided under an exclusive license of the B21 software developed by B21C Limited and under a trade name license.

Digital Assets and/or Virtual currency is not legal tender, is not backed by the government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of virtual currency. Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transaction. The value of virtual currency may be derived from the continued willingness of market participants to exchange fiat currency for virtual currency, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear. The volatility and unpredictability of the price of virtual currency relative to fiat currency may result in significant loss over a short period of time. The nature of virtual currency may lead to an increased risk of fraud or cyber-attack. The nature of virtual currency means that any technological difficulties experienced by DSS may prevent the access or use of a customer’s virtual currency.

Collection, Verification and Recordation of Personal Identifying Information

CIP Notice Pursuant to Section 326 of the USA PATRIOT Act and 31 U.S.C. § 5318 (l): To comply with U.S. AML/CFT legal requirements, and to assist in the fight against the funding of terrorism and money laundering, Digital Software Solutions Inc. (hereinafter, "DSS"), doing business as B21, will obtain, verify, and record information that identifies each customer and counterparty attempting to establish an account with us, whether the customer or counterparty is an individual person or legal entity. We may also ask to see your valid, unexpired government photo identification as well as other identifying documents for both individuals and entities prior to opening an account. The PII obtained will be shared with PT.