Terms of Service

FIRST ANSWER PTE LTD AND ITS GROUP COMPANIES (“FIRST ANSWER”, “LIMINAL” “WE”, “OUR” or “US”) TERMS OF SERVICE (“LIMINAL VAULTS”)  PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE SERVICE. BY SIGNING THESE TERMS OF SERVICE, OR CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, OR BY INSTALLING, ACCESSING AND/OR USING FIRST ANSWER’S “LIMINAL VAULTS” SERVICE, WHICH CONSISTS OF SOFTWARE ON A SAAS BASIS AND/OR MOBILE APPLICATION AND ALL RELATED DOCUMENTATION, MANUALS AND TRAINING MATERIALS (“SERVICE”), YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU, OR THE COMPANY YOU REPRESENT, (“YOU” OR “LICENSEE”) ARE ENTERING INTO A LEGAL TERMS OF SERVICE WITH FIRST ANSWER PTE LTD, (“LICENSOR” OR “LIMINAL VAULTS” OR “FIRST ANSWER” OR “LIMINAL” or “WE”), AND HAVE UNDERSTOOD AND AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE (THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”). TO THE EXTENT THAT YOU AGREE TO THIS TERMS OF SERVICE BY CLICKING “I AGREE”, “ACCEPT” OR OTHER SIMILAR BUTTON, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT NOT PROHIBITED UNDER APPLICABLE LAW. 

PLEASE READ THE TERMS OF SERVICE, AS IT GOVERNS YOUR USE OF THE SERVICE. FOR CONVENIENCE, HERE ARE SOME KEY POINTS YOU SHOULD BE AWARE OF:

  • Seed Phrase: Licensee is solely responsible for backup of the Seed Phrases (as defined below). First Answer shall assume no responsibility for any loss or damage of Seed Phrase. Each Licensee’s user must have an individual seed phrase which will be used to recover the
  • Private Key (as defined below): Licensee shall implement appropriate technical, organizational and security measures to make sure that Licensee’s wallet members have access to their individual Seed Phrase.
  • Service: A digital assets wallet management software that interacts with various blockchains and enables Licensee to manage transactions using Licensee controlled private keys and monitor its balances of assets (such service, the “Liminal Vaults”). Note that Liminal will never own or hold any private key or any other information that can be used to spend digital assets of the Licensee. Licensee may however opt to use Liminal’s controlled Key as a minority key to coordinate transaction creation, enforce transaction signing policies and make payments of the blockchain network fee (See Gas Station defined below). Liminal will however never hold the majority keys to any wallet and consequently will never have access to spend any funds belonging to the Licensee that are stored in the wallet.
  • Sanity Testing: Licensee must perform sanity testing to the Service following a setup of each Liminal Vaults Wallet and exchange or counterparty connection, by receiving a digital asset to a Liminal Vaults Wallet and executing a transaction from the Liminal Vaults Wallet.
  • Compliance with Applicable Law: Licensee shall ensure that its digital assets activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.
  • Gas Station: Gas Station is a Hierarchical Deterministic (HD) wallet owned and managed by Liminal, which is used solely for the purpose of paying network fees for processing Licensee transactions in the blockchain networks such as Bitcoin, Ethereum and other such other supported networks.
  • Gnosis Safe: Gnosis Safe is a reputed, well established, industry accepted and widely used smart contract for creating multi-signature wallets.

1. Subscription to Service

Subject to Licensee’s compliance with the terms and conditions of this TERMS OF SERVICE (including payment obligations), First Answer grants to Licensee a non-exclusive, non-sublicensable, non-transferable license to access and use the Service during the Term of this TERMS OF SERVICE for Licensee’s internal purposes. The Service includes the following services:
(i) a digital assets wallet management software that interacts with various blockchains and enables Licensee to monitor its balances of assets (such service, the “Liminal Vaults”); and,
(ii) any Optional Software Services that Licensee may elect to license in connection with its use of the Liminal Vaults Wallet.
Licensee’s use of any of the Service is governed by the terms and conditions of this TERMS OF SERVICE

2. License Restrictions

Licensee will not, nor will it authorize or assist others to:
(a) circumvent, disable or otherwise interfere with security related features of the Service or features that enforce limitations on use of the Service,
(b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Service or otherwise discern the source code of the Service except and solely to the extent permitted under applicable law notwithstanding this restriction,
(c) use the Service on a service bureau or time sharing basis or to provide services to third parties not in accordance with this TERMS OF SERVICE,
(d) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Service or any of Licensee’s rights therein,
(e) violate or abuse password protections governing access to the Service,
(f) interfere or attempt to interfere with the integrity or proper working of the Service,
(g) use the Service in any unlawful manner or in breach of this TERMS OF SERVICE,
(h) use First Answer or Liminal name, logo or trademarks without prior written consent,
(i) delete, remove, obscure or in any manner alter the copyright, trademark, and other First Answer’s or any other third parties’ intellectual proprietary rights notices appearing on or in the Service or any component thereof,
(j) use the Service in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Service or hardware without the prior written consent of First Answer, and/or
(k) use the Service other than as permitted herein.
Licensee will prevent unauthorised access to or use of the Service and notify First Answer promptly of any such unauthorised access or use.

3. Proprietary Rights

3.1. Intellectual Property Rights. The Service is a valuable trade secret of First Answer and any disclosure or unauthorized use thereof will cause irreparable harm and loss to First Answer. The Service is not for sale and is the First Answer’s sole property. All rights, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Service and any and all improvements and derivative works thereof are and shall remain owned solely by First Answer. This TERMS OF SERVICE does not convey to Licensee any interest in or to the Service other than a limited right to use the Service in accordance with Section 1. Nothing herein constitutes a waiver of First Answer’s intellectual property rights under any law.

3.2. Feedbacks. If First Answer receives any feedback (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback shall belong exclusively to First Answer and that such shall be considered First Answer’s Confidential Information and Licensee hereby irrevocably and unconditionally transfers and assigns to First Answer’s all intellectual property rights it has in such Feedback and waives any and all moral rights that Licensee may have in respect thereto. It is further understood that use of Feedback, if any, may be made by First Answer at its sole discretion, and that First Answer in no way shall be obliged to make use of any kind of the Feedback or part thereof.

3.3. Third Party Software. Portions of the Service may include third party open source software that is subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and the terms of this TERMS OF SERVICE, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in this TERMS OF SERVICE to the contrary, Company makes no warranty or indemnity hereunder with respect to any open source software.

4. Licensee Data

4.1. Licensee Data. While using the Service, Licensee may choose to provide, upload, import, transmit, post, or make accessible to First Answer certain Licensee Data. Licensee hereby grants First Answer a royalty-free, fully-paid, irrevocable, non-exclusive license to use, share with third-parties, process, display, copy and store the Licensee Data in order to (i) to provide the Service to Licensee; (ii) to administer and make improvements to the Service; and (iii) to collect and analyze anonymous information. Licensee acknowledges that the Service does not operate as an archive or file storage service. Licensee is solely responsible for the backup of Licensee Data and Licensee alone can implement back up plans and safeguards appropriate for its requirements. “Licensee Data” means raw data provided by Licensee and/or its Authorized Personnel and Permitted Users on their behalf to First Answer for the purpose of and in connection with using the Service.

4.2. Rights in Licensee Data. Licensee shall own all rights, title and interest in and to all of the Licensee Data. Licensee represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Licensee Data and Licensee has the right to provide First Answer the license granted herein to use such Licensee Data in accordance with this TERMS OF SERVICE. Licensee further represents and warrants that to the extent Licensee Data includes any personally identifiable information or personal data, Licensee has received the required consents or permits and have acted in compliance with applicable privacy laws and regulations (including, but not limited to, the EU General Data Protection Regulation (“GDPR”)), as to allow First Answer to receive (including transfers outside of the European Economic Area), process and use the Licensee Data solely in order to perform the services hereunder. Licensee shall have sole responsibility for the reliability, integrity, accuracy and quality of the Licensee Data. To the extent that Licensee needs a data processing TERMS OF SERVICE (“DPA”), Licensee shall request First Answer for DPA and shall return it signed to First Answer as described therein.

5. Licensee Obligations

5.1. Seed Phrase. In order to access and use the Service, each of Licensee’s wallet members, must have a seed phrase which will be used to recover the Private Key in the event that the device or the Service’s application is damaged, stolen or otherwise inaccessible (“Seed Phrase”). Licensee acknowledges that under certain conditions, loss of the Seed Phrase can lead to permanent damage and complete loss of control over the Licensee’s digital assets in Liminal’s Wallet without the ability to recover Licensee’s digital assets. Licensee acknowledges that Licensee is solely responsible for backup and memorization of the Seed Phrases. If Licensee loses the Seed Phrase, First Answer cannot assist Licensee in the retrieval of that Seed Phrase.

5.2. Licensees Keys. Licensee acknowledges that only Licensee can use the Private Key and the Seed Phrases (collectively, “Licensees Keys”). Licensee will prevent unauthorized access to, or use of, the Licensees Keys, and Licensee will notify First Answer promptly of any access or use to the Licensees Keys. Licensee is solely responsible for any consequences, losses, expenses, costs, and claims that may result from any incorrect, neglected and unauthorized use of the Licensees Keys. First Answer shall assume no responsibility for any loss or damage that may be incurred due to the failed recovery of the wallet or not recording the Licensees Keys, loss of data, erroneous transmission of cryptocurrency, loss of Licensees Keys, and hacking by third parties. Licensee shall implement appropriate technical, organizational and security measures to make sure that Licensee’s wallet members have access to their individual Licensees Keys.

5.3. Security Breach Notification. Licensee shall notify First Answer of any security breach of the Service, Licensees Keys, network, endpoint or system as soon as possible upon becoming aware of such event. Licensee shall cooperate in good faith with First Answer in the investigation of any suspected unauthorized access to or use of the Service using the Licensee’s accounts, credentials or keys, and any security breach.

5.4. Sanity Testing. For a setup of each Liminal Vaults Wallet and exchange or counterparty connection, Licensee must perform sanity testing to the Service by receiving a digital asset to a Liminal Vaults Wallet and executing a transaction from the Liminal Vaults Wallet.

5.5. Risk Disclosure. Licensee acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. It is Licensee’s duty to learn about all these risks. For example, the value of digital assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. As another example, a bitcoin transaction may be unconfirmed for a period of time (usually less than one hour, but up to one day or longer) and may be never complete if it remains in a pending state. Even if First Answer alerts Licensee to some of the risks involved with digital assets, their protocols and networks, First Answer has no responsibility to alert Licensee of all these risks. First Answer has no control over, and makes no representations regarding the value of digital assets, or the security of their networks or protocols. First Answer does not own or control the underlying software protocols which govern the operation of digital currencies. Digital asset protocols are subject to changes in protocol rules (referred to as “forks”), and that such forks may materially affect the value, function, or name of the digital asset. Licensee acknowledges and agrees (i) that First Answer is not responsible for operation of the underlying digital asset protocols and that First Answer makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, First Answer may temporarily suspend the Service relating to the digital asset affected, and First Answer may configure or reconfigure its services or decide not to support the forked protocol entirely, but allow Licensee to transfer the affected digital asset.

5.6. Insurance. Licensee is solely responsible for maintaining insurance policies for its digital assets.

5.7. Delegated Use. The Service may only be used through a Licensee’s account (the “Account”). Licensee will ensure that the wallet members comply with the terms of this TERMS OF SERVICE. Licensee is and will remain solely responsible for compliance to this TERMS OF SERVICE by the wallet members, and Licensee acknowledges that it will be liable for any breach of this TERMS OF SERVICE by its wallet members. Without derogating from the above, First Answer will not be responsible or liable in any way in any instance of unauthorized access or use of the Service by Licensee’s wallet members, or any other third party using Licensee’s Account to access to the Service (including in case of theft, embezzlement or similar cases).

5.8. Supported protocols/tokens/exchanges and transactions. As of the Effective Date, Liminal supports only the protocols/tokens/transactions displayed on the Liminal Vault’s website. Until First Answer notifies Licensee that Liminal supports a particular supported token, Licensee must not use the Service in connection with such non-Supported Token. This means, in particular and without limitation, that Licensee shall not attempt to receive, request, send, store, or engage in any other type of transaction involving any other than the Supported Token. First Answer will have no responsibility or liability if Licensee loses, burns, or otherwise cannot access or control any token that Liminal does not support. Licensee may terminate this TERMS OF SERVICE if First Answer does not support the tokens that were specified in the roadmap and which are required for Licensee in order to use the Service.

5.9. Update of the software. First Answer may from time to time provide updates or upgrades to the Service, but are not under any obligation to do so. Such updates and upgrades will be supplied according to First Answer’s then-current policies, which may include automatic updating or upgrading. From time to time, First Answer may require the Licensee and its personnel to install certain software updates on their devices (e.g., laptop, app) in order for it to work optimally in conjunction with the Service. It is Licensee’s responsibility to install these updates on the devices used by it and its wallet members in connection with the Service. First Answer will not be responsible for any use of the Service, to the extent the device used was not updated and will bear no liability for any damage caused due to the inability to use the Service or for any transfer which will not be performed properly. Furthermore, for certain updates (at First Answer’s sole discretion), due to security issues, First Answer may deny access to non-updated devices. This TERMS OF SERVICE shall govern any update and upgrade that replaces or supplements the original Service.

5.10. Referred Customers. Licensee may, pursuant to a referral TERMS OF SERVICE with First Answer, or at Licensee’s own discretion, refer potential customer(s) to First Answer in connection with the Liminal Vaults service (the “Service”). First Answer may, but is not obligated to, independently negotiate with and offer such potential customers use of the Service on terms and conditions acceptable to First Answer, in its sole discretion (such customers, “Referred Customers”). In referring a customer, it is the responsibility of the Licensee to exercise its professional judgment as to the appropriateness of introducing any particular potential customers to the First Answer’s Service. First Answer may request Licensee to share certain data (“Customer Information”) regarding such potential Customer for the sole purpose of allowing First Answer to verify the identity of the Customer and assess the appropriateness of the referral. To the extent that First Answer requests Licensee to share such Customer Information and Licensee agrees to do so, Licensee shall ensure that it has obtained valid consent from the Customer to share such information as requires consent to be obtained (or that an alternative legal basis exists for sharing the information). Licensee represents that it shall not disclose any Customer information if, to the best of its knowledge, such disclosure would violate any applicable law, or if such disclosure would otherwise constitute a breach of any confidentiality obligation Licensee may owe to the Customer or any third party.

Nothing in this Section 5.10 shall obligate First Answer to enter into any engagement with any potential customer referred by Licensee to First Answer, and First Answer shall be not be required to pay Licensee any commission or other fee with regard to any referred customer that enters into a binding TERMS OF SERVICE with First Answer as a result of having been referred by Licensee. Notwithstanding the foregoing, if First Answer has separately entered into a referral TERMS OF SERVICE with Licensee, then the terms of that TERMS OF SERVICE shall supersede anything to the contrary in this Section.

5.11 Timely provision of data. Licensee shall provide all the requested data to First Answer within a reasonable period of time. Licensee agrees that First Answer cannot perform their part of the obligation in absence of timely receipt of data. As such, the failure to provide data in a timely manner may result in a breach of contract and First Answer cannot be held liable for non-performance.

6. Optional Services

First Answer may, from time to time in its sole discretion, offer to provide optional additional services in connection with its provision of the First Answer Liminal Vaults service (such services, the “Optional Services”). Optional Services are offered on an opt-in basis to Licensees that affirmatively access the Optional Services. All terms and conditions mentioned in this TERMS OF SERVICE shall apply to the Optional Services.

7. Pricing and Payment

7.1 Services. Our Services are subject to payments. Please note that any payment terms presented to you in the process of using or signing up for our Service or purchasing Liminal Products or Third-Party Products (individually and collectively, “Products”) are deemed part of this Terms of Service.

7.2 Billing. Depending on which payment option you choose, we either (i) use a third-party payment processor (the “Payment Processor”), to bill you, through a payment account linked to your Account on the Services (your “Billing Account”), or (ii) bill you directly for use of the Services, and for any purchases of Products that you make through your Account. If you do not have an Account on the Services and purchase Products, we either use the Payment Processor to bill you through a payment method accepted by the Payment Processor at the time of your purchase or bill you directly, again depending on your chosen payment method. You acknowledge that your payments will be subject to the terms and conditions (including without limitation exchange and conversion rates) and privacy policies of the financial institution, credit card or debit card issuer, Exchange, or other provider of your chosen payment method, as applicable, in addition to these Terms of Service. (The processing of payments by our Payment Processor will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Terms of Service) We are not responsible for error by the Payment Processor or by your chosen financial institution, credit card or debit card issuer, Exchange, or other payment provider, and reserve the right to correct any such errors or mistakes even if payment has already been requested or received. By choosing to use our Services, and/or purchase Products, you agree to pay us, either through the Payment Processor or directly, as applicable, all charges at the prices then in effect for any use of such Services or purchase of such Products, in accordance with the applicable payment terms, and you authorize us to charge your chosen payment provider through the Payment Processor. You agree to make payment using that selected Payment Method.

7.3 Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, Exchange or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

7.4 Recurring Billing. Some of the Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR YEARLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, EMAIL [email protected]

7.5 Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR PAYMENT METHOD. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT METHOD

CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR (IF APPLICABLE) IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT BY EMAILING [email protected] IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF OUR SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SERVICES AS SET FORTH ABOVE.

7.6 Change in Amount Authorized. If the amount to be charged to your Billing Account or Exchange varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider or Exchange will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

7.7 Auto-Renewal for Services. Unless you opt out of auto-renewal, which can be done by emailing [email protected], any subscriptions you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your subscription at any time, email [email protected] If you terminate your Account, you may use your subscription until the end of your then-current term; your subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.

7.8 Reaffirmation of Authorization. Your non-termination or continued use of our Service that is offered on a subscription basis, reaffirms that we are authorized to charge your Payment Method for that Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Service.

7.9 Free Trials and Other Promotions. Any rules, policies, or procedures presented to you in connection with a free trial or promotional offer, shall govern such free trial and promotional offer and shall be incorporated into these Terms of Service. Any free trial or other promotion that provides access to our Service must be used within the specified time of the trial. You must stop using our Service before the end of the trial period in order to avoid being charged for that Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Service, please contact us at [email protected]

7.10 Reimbursement of transaction costs. For the ease of operation, Liminal will use the Gas Station for paying the blockchain network fees incurred for processing transactions and deploying smart contracts. On a monthly basis, Liminal will raise an invoice at actuals to the Licensee for reimbursement of all transaction costs incurred by Liminal on behalf of the Licensee. The invoices will be raised and settled in the native digital asset. Liminal will only invoice the Licensee for the actual cost incurred. Liminal will not charge any markup on the same.

8. Support Services

Licensee can reach out to Liminal for any support related to the use of the platform via email at [email protected] If the Licensee has opted for Premium Support services, then a dedicated client account manager will be assigned to the Licensee.

9. Limited Warranties; Disclaimer of Warranties

9.1. Representations. Each Party warrants that: (a) It has the power and authority, and has taken all corporate action required (if applicable), to enter into and fully perform this TERMS OF SERVICE, and its entry into and performance of this TERMS OF SERVICE do not and will not violate any TERMS OF SERVICE to which it is bound; and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this TERMS OF SERVICE.

9.2. First Answer’s Representations. First Answer further warrants that: (a) the Service will perform materially in accordance with the applicable documentation; and (b) the Service and the use of the Service will not introduce any malicious code into Licensee’s systems. In case of failure to the above warranties, Licensee will immediately notify First Answer of such failure, and First Answer will make commercially reasonable efforts to repair or replace the non-conforming Service.

9.3. Licensee’s Representations. Licensee further represents and warrants and shall ensure that its digital assets activities comply with all applicable laws and regulations, including but not limited to consumer protection, e-money licenses, anti-bribery, anti-corruption, money laundering, or terrorist financing laws and regulations.

9.4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICE AND THE SERVICES PROVIDED BY FIRST ANSWER TO LICENSEE ARE PROVIDED “AS IS” AND FIRST ANSWER AND ITS SUPPLIERS, IF ANY, MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICE, AND SPECIFICALLY DISCLAIM THE WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW. FIRST ANSWER DOES NOT WARRANT THAT THE SERVICE WILL MEET LICENSEE’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

9.5. MALICIOUS CODE. FIRST ANSWER HAS NO RESPONSIBILITY FOR ANY DAMAGE RESULTING FROM (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO LICENSEE’S ACCOUNT) AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH RESULTING FROM: (i) ANY MODIFICATIONS OR ALTERATION OF THE SERVICE ITS FUNCTIONALITY OR CAPABILITIES THAT IS NOT MADE BY FIRST ANSWER OR ITS AGENTS; AND/OR (ii) BY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS, BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION THAT IS RESULTING FROM LICENSEE’S NETWORK OR SYSTEM.

9.6. Additional Disclaimers. First Answer cannot warrant and does not warrant that the content available on the Service is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the content, or any part thereof without the requirement of giving Licensee any notice prior to or after making such changes to the content. Notwithstanding any of the foregoing, in the event that the Service does not accomplish a transaction or any other error that may happen First Answer is not responsible for any claim, liability, expenses, losses, costs, and/or claims.

9.7 Smart Contracts. Liminal uses Gnosis Safe for creating multi-signature wallets for Ethereum and ERC-20 tokens. Gnosis Safe is a reputed, well established, industry accepted and widely used smart contract for creating multi-signature wallets. These multi-signature wallets are smart contracts deployed on the Ethereum blockchain and like any other smart contract, they are susceptible to getting hacked or be exposed to other vulnerabilities which is beyond the control of Liminal. In such a scenario, there is a possibility that the funds managed by these smart contracts may get lost permanently and the Licensee may not be able to access these funds resulting in a total loss. Licensee understands that Liminal cannot be held liable for these losses as this is beyond the control of Liminal. Licensee understands this risk and expressly acknowledges that Licensee cannot and will not hold Liminal responsible for any such events and losses.

10. Intellectual Property Indemnity

10.1. First Answer agrees to defend, at its expense, any third party action or suit brought against the Licensee alleging that the Liminal Vault Wallet Service, when used as permitted under this TERMS OF SERVICE, infringes intellectual property rights of a third party (“IP Infringement Claim”); and First Answer will pay any damages awarded in a final judgment against the Licensee that are attributable to any such claim, provided that (i) the Licensee promptly notifies First Answer in writing of such claim; and (ii) the Licensee grants First Answer the sole authority to handle the defence or settlement of any such claim and provides First Answer with all reasonable information and assistance, at First Answer’s expense. First Answer will not be bound by any settlement that the Licensee enters into without First Answer’s prior written consent.

10.2. Notwithstanding the foregoing, First Answer shall have no responsibility for IP Infringement Claims resulting from or based on: (i) modifications to the Service made by a party other than First Answer or its designee; (ii) Licensee’s failure to implement software updates provided by First Answer specifically to avoid infringement; or (iii) combination or use of the Service with equipment, devices or software not supported by First Answer or not in accordance with the Documentation (each shall be referred as “Other Claim”).

10.3. If the Service becomes, or in First Answer’s opinion is likely to become, the subject of an IP Infringement Claim, then First Answer may, at its sole discretion: (a) procure for Licensee the right to continue using the Service; (b) replace or modify the Service to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite First Answer’s reasonable efforts, then First Answer may terminate this TERMS OF SERVICE and in such event accept return of the affected Service and provide a refund for any amount pre-paid by Licensee for such returned Service for the remaining unused period of the license.

10.4. Licensee will defend, indemnify, and hold harmless First Answer and its officers, directors and employees (“First Answer Indemnitees”) from and against any Claims against First Answer Indemnitees, to the extent based upon Other Claims.

10.5. This Section states First Answer’s entire liability, and Licensee’s exclusive remedy, for claims of alleged or actual infringement.

11. Limitation of Liability

EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR LICENSEE’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF FIRST ANSWER’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER) AND/OR IP INFRINGEMENT CLAIM AS PER CLAUSE 10.1; NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, OR PROFITS, DATA, OR DATA USE.

EXCEPT FOR THE FIRST ANSWER’S INDEMNIFICATION OBLIGATION UNDER SECTION 9, ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, AND/OR DAMAGES RESULTING FROM LICENSEE’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF FIRST ANSWER’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING MISUSE OF THE LICENSE GRANTED HEREUNDER); EITHER PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO FIRST ANSWER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. FOR CLARITY, THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO PAYMENTS DUE TO FIRST ANSWER’S UNDER THIS TERMS OF SERVICE.

12. Confidential Information

Licensee may have access to certain non-public and/or proprietary information of Liminal, in any form or media, including without limitation trade secrets and other information related to the Services, software, technology, data, knowhow, or business of Liminal, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). The Documentation shall be considered as Confidential Information hereunder. Licensee shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect Liminal’s Confidential Information from disclosure to a third party. The Licensee’s obligations under this Section, with respect to any Confidential Information of the Licensor, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the Licensee at the time of disclosure by the Licensor; (b) was disclosed to the Licensee by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Licensee has become, generally available to the public; or (d) was independently developed by the Licensee without access to, or use of, the Licensor’s Confidential Information. Licensee shall not use or disclose the Confidential Information of the Licensor except for performance of its obligations under this TERMS OF SERVICE. The Licensee shall only permit access to the Licensor’s Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure TERMS OF SERVICE with the Licensee containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the Licensee at least as restrictive as the terms set forth herein. The Licensee will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it notifies the Licensor of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Upon any termination of this TERMS OF SERVICE, Licensee shall return to the Licensor all confidential information of the Licensor, and all copies thereof, in the possession, custody or control of the Licensee unless otherwise expressly provided in this TERMS OF SERVICE. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Licensor.

13. Termination

13.1 Liminal may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services.

Any fees paid hereunder are non-refundable. All provisions of this TERMS OF SERVICE which by their nature should survive termination shall survive termination as mentioned in clause 13.2 below.

13.2. Survival. All provisions of this TERMS OF SERVICE which may reasonably be interpreted or construed as surviving the expiration or termination of this TERMS OF SERVICE including, but not limited to, Sections 2 (License Restrictions), 3 (Proprietary Rights), 4 (Licensee Data), 9 (Limited Warranties; Disclaimer of Warranties), 10 (Intellectual Property Indemnity), 11 (Limitation of Liability), 12 (Confidential Information), this Section 13.2 (Survival) and 16 (Miscellaneous) shall survive any expiration or termination of this TERMS OF SERVICE.

14. Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

15. Governing Law and Jurisdiction

15.1. These Terms of Service shall be governed by and construed under the laws of the State of Singapore, without reference to principles and laws relating to the conflict of laws. The competent courts located in Singapore shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to these Terms of Service.

15.2. Notwithstanding anything to the contrary, we may seek injunctive relief or other relief necessary to prevent or restrain a breach of these Terms of Service in any jurisdiction.

16. Miscellaneous

16.1. Entire TERMS OF SERVICE. These Terms of Service represent the complete Terms of Service concerning the subject matter hereof, and supersedes any prior or contemporaneous Terms of Service between the parties with respect to the subject of this Terms of Service. The Terms of Service may be amended by Liminal as and when required. Liminal shall inform the Licensee about the updated Terms of Service via email or by a notification in the site or any such similar means. If any provision of these Terms of Service shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.

16.2. Relationship of the Parties. These Terms of Service do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee or agency relationship between the Parties.

16.3. Waiver. Any failure by a party to require compliance by the other party with any of the terms, provisions, warranties, covenants or conditions of these Terms of Service will in no way affect such party’s right to enforce the same, nor will any waiver by a party of any breach of any term, provision, warranty, covenant or condition of this Terms of Service constitute a waiver of any succeeding breach.

16.4. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

16.5 Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected]

 

Last Updated: Jan 23, 2023