Register

WhaleFin Terms of Service

 

This is WhaleFin Terms of Service (the “Agreement” or these “Terms”, as amended, supplemented or modified from time to time) between you (the “User” or “you”) and Whalefin Technologies Limited, a company registered in Mahe Seychelles (No. 231726) (“WhaleFin”, “Company”, “we” or “us”). By accessing, using or clicking “I agree” to any of the services (the “Services”) made available by WhaleFin or one of its affiliates and subsidiaries (together with WhaleFin, the “Service Providers”) through our mobile application software, application programming interfaces and any associated websites (together the “WhaleFin Platform”), you acknowledge that you have read, understood and hereby accept to all of the terms and conditions contained in this Agreement, and you also have read, understood, and hereby accept the personal data and privacy policies adopted by WhaleFin from time to time which is available on the WhaleFin Platform (the “WhaleFin Privacy Policy”), which form part of this Agreement. Additionally, when using certain Services or subscribing for certain products (the “Products”) on WhaleFin Platform, you may be subject to additional terms and conditions applicable to such Services and Products.

 

 RISK DISCLOSURE

 

SUBSCRIBING FOR ANY DIGITAL ASSETS RELATED PRODUCTS OR SERVICES INVOLVES A HIGH DEGREE OF RISK. THE VALUE OF DIGITAL ASSETS MAY NOT BE BACKED OR SUPPORTED BY ANY GOVERNMENT. AS SUCH, DIGITAL ASSETS MAY SUFFER SIGNIFICANT VOLATILITY IN VALUE. THE DIGITAL ASSETS RELATED PRODUCTS AND SERVICES ARE NOT PRINCIPAL GUARANTEED AND YOU MAY LOSE A PART OR THE ENTIRETY OF THE PRINCIPAL INVESTED IN SUCH DIGITAL ASSETS RELATED PRODUCTS AND SERVICES. YOU ARE ADVISED TO CAREFULLY CONSIDER THE RISK EXPOSURE AND ACT CAUTIOUSLY. YOU MUST HAVE THE FINANCIAL ABILITY, SOPHISTICATION, EXPERIENCE, TOLERANCE AND WILLINGNESS TO BEAR THE RISKS OF ANY DIGITAL ASSETS RELATED PRODUCTS OR SERVICES, AND A POTENTIAL TOTAL LOSS OF THE UNDERLYING ASSETS. A DIGITAL ASSETS RELATED PRODUCT OR SERVICES IS NOT SUITABLE FOR EVERY CLIENT. PLEASE CAREFULLY REVIEW YOUR FINANCIAL SITUATION AND OBJECTIVES TO DETERMINE WHETHER SUCH PRODUCT OR SERVICES IS SUITABLE FOR YOU. FOR THE PURPOSE OF THIS AGREEMENT, “DIGITAL ASSETS” MEANS ANY ASSET THAT IS ISSUED AND/OR TRANSFERRED USING DISTRIBUTED LEDGER, BLOCKCHAIN TECHNOLOGY OR ANY EQUIVALENT TECHNOLOGIES, INCLUDING, BUT NOT LIMITED TO, ANY DIGITAL AND CRYPTO CURRENCIES, COINS, TOKENS AND ANY FUNCTIONALLY EQUIVALENT DIGITAL SUBJECTS, EXCLUDING ANY FIAT CURRENCY. IT ALSO INCLUDES “USD” PROVIDED BY WHALEFIN WHICH IS A UNIT OF ACCOUNT THAT YOU CAN CONVERT BETWEEN USD (US DOLLAR) AND A BASKET OF USD STABLECOINS (USDC, USDP, TUSD, BUSD) IN YOUR ACCOUNT AT A CONVERSION RATE OF 1:1, DEPOSIT ANY OF THE AFOREMENTIONED USD STABLECOINS AND EXCHANGE THEM FOR USD AT A CONVERSION RATE OF 1:1, AND WITHDRAW USD AT A CONVERSION RATE OF 1:1 OF ANY OF THE AFOREMENTIONED USD STABLECOINS.

YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF ANY OF THE SERVICES UNDER THIS AGREEMENT IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE THE SERVICES SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.

 

1.              AGREEMENT CONDITIONS

1.1           WhaleFin reserves the right to modify or change the Terms at any time and at its sole discretion. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the WhaleFin Platform or released to users. As such, your continued use of Services acts as an acceptance of the amended agreements and rules. If you do not agree to any modification to these Terms, you must stop using the Services. WhaleFin encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access and use of the Services.

 

2.              ELIGIBILITY AND PROHIBITION OF USE

2.1           By registering to use a WhaleFin account (an “Account”), you represent and warrant that (a) you are at least 18 years old or of legal age to form a binding contract under applicable law; (b) you are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms; and (c) you have not previously been suspended or removed from using the Services. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity and all the information and materials you have submitted, or will submit, to WhaleFin for the purposes of completing the know-your-customer process (the “KYC”) are true and accurate.

2.2           By accessing and using the Services, you possess the nationality and residency in a jurisdiction that WhaleFin offers its Services legally and are not on any trade or economic sanctions lists, including, without limitation to, the UN Security Council Sanctions List, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. WhaleFin maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.

2.3           You acknowledge and agree that WhaleFin may refuse to provide Services to you or cancel your access to the Account or any Services if it reasonably determines that you are not eligible to use our Services.

 

3.              PAST PERFORMANCE

3.1           You acknowledge and agree that the past performance of any Services or Product is not an indication of future performance. In providing the Services and Products, WhaleFin does not guarantee the performance of any Services or Product and does not provide any financial or legal advice to you, notwithstanding any statements by anyone to the contrary. You shall be solely responsible for determining the suitability of the Services or Product for you.

 

4.              CURRENCY

4.1           You shall be aware of the currency to denominate your Account on WhaleFin Platform (the “Default Currency”). You shall be solely responsible to bear any currency exchange risk if you choose a currency other than the Default Currency in and for the purposes of using the Services.

4.2           From time to time, we may provide information to you which presents your multi-currency balances in the equivalent value of your Default Currency, using the rates prevailing at the time the information is produced. However, you should note that the balances have not been physically converted and that the presentation of the information in your Default Currency is for information only.

 

5.              GAPPING

5.1           Gapping is a sudden shift in the price of an underlying market from one level to another. Various factors can lead to gapping (for example, economic events or market announcements). When these factors occur, the price of Digital Assets in the underlying market may move fast and drastically, and you may not have the opportunity to sell your instruments or conduct other stop-loss activities. You acknowledge and agree that you are solely responsible for bearing all the relevant risks.

 

6.              MARKET LIQUIDITY

6.1           In setting the prices, spreads and other features of a Product, WhaleFin may take into account the market conditions of the relevant Digital Assets which may change significantly fast and drastically. Under certain circumstances, you may not be able to liquidate a Product or your trading position therein under the desirable terms or timeframe. You acknowledge and agree that you are solely responsible to bear all the relevant risks.

 

7.              INSOLVENCY

7.1           The insolvency or default of any exchanges or brokers involved with the Services and Products may lead to your trading positions being liquidated or closed out without your consent. In certain circumstances, you may lose the entire assets that you have invested. WhaleFin will use reasonable endeavors to notify you promptly of the occurrence of any such situation.

 

8.              REGISTRATION AND VERIFICATION

8.1           To register for an Account, you must provide all the information required by WhaleFin for the purposes of KYC and accept these Terms and the WhaleFin Privacy Policy. WhaleFin may, at its sole discretion, refuse to open an Account for you. You agree to provide complete and accurate information when opening an Account and agree to promptly update any information you provide to WhaleFin so that such information is complete and accurate at all times. We will collect, use and share this information in accordance with WhaleFin Privacy Policy.

8.2           If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, WhaleFin shall have the right to send you a notice to demand corrections, remove relevant information directly and terminate all or part of the Services to you. And WhaleFin shall not be responsible for any expense or loss incurred by you in such situations.

 

9.              ACCOUNT TYPES AND AUTHORIZED USERS

9.1           Individual Account

(a)        An “Individual Account” refers to an Account that is owned by only one natural person who is, and will continue to be, the only person authorized to take any action in the Account. By opening an Individual Account, you represent and warrant that you are, and shall at all times continue to be, the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom.

9.2           Corporate Account

(a)        A “Corporate Account” refers to an Account that is owned by a corporation, unincorporated association, a company, a partnership, fiduciary, sole proprietorship or other legally recognized groups (interchangeably defined as an “Entity”). An Entity can apply to open a Corporate Account through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized User”). Each Authorized User represents and agrees, on behalf of the Entity, as well as on his or her own behalf, that he or she:

(i)          is fully authorized to execute all documents or otherwise complete our requirements in his or her stated capacity;

(ii)         has provided us all documents or other information necessary to demonstrate that authority; and

(iii)        will provide other documents and complete other requirements as we may request from time to time;

We may refuse to recognize any such authorization if, in our reasonable judgment, it appears to be incomplete or improperly executed. By opening a Corporate Account, the Authorized User represents and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom, and that the identities and other information of the ultimate beneficial owners of the Entity are as presented to WhaleFin during the KYC; and

The number of Authorized Users that each Entity may maintain is subject to the review and approval of WhaleFin from time to time. The Entity shall be solely responsible for promptly notifing WhaleFin of any change to the identities or other information of its Authorized Users. WhaleFin shall be entitled to rely on any instruction from an Authorized User acting on behalf of the relevant Entity.

 

10.           AML AND CFT COMPLIANCE AND MARKET CONDUCT RULES

10.1        All the Services, Products and activities on the WhaleFin Platform are subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter financing of terrorism laws. You agree and understand that by using the Services in any capacity, you shall act in compliance with and be legally bound by these Terms and all applicable laws and regulations, and failure to do so may result in the suspension of your ability to use the Services or the closure of your Account.

10.2        You agree to adhere to the following market conduct rules (the Market Conduct Rules) which are designed to prevent the use of the Whalefin Platform for manipulative or deceptive market products, including, but not limited to, market abuse and misconduct. Any violations of such, in our reasonable opinion, may lead to your Account being immediately suspended or cancelled. The following are strictly prohibited:

(a)        Wash Trading: You must not place simultaneous purchase and sale orders of the same Digital Asset at the same price in an attempt to artificially increase trading volumes;

(b)        Prearranged Trading: You must not co-ordinate with another related party to simultaneously purchase and sale orders of the same Digital Asset at the same price in an attempt to artificially increase trading volumes;

(c)        Layering and Spoofing: You must not place orders with no intent to execute them with the purpose of providing a false level of supply or demand. You must also not place multiple non bona fide orders on one side of the order book in an attempt to move the price followed by placing an order on the other side of the book and cancelling the original non bona fide orders; and

(d)        Any other form of market manipulation and abuse is also strictly prohibited. Examples include, but are not limited tofront running another client when in possession of their order details and quote stuffing by entering larger numbers of orders and/or amendments and/or cancellations in an attempt to slow the market down.

 

11.           ACCOUNT USAGE AND SECURITY

11.1        WhaleFin reserves the right to suspend, freeze or cancel Accounts that are used by persons other than the persons whose names they are registered under (including the Authorized Users). You shall immediately notify WhaleFin if you suspect or become aware of unauthorized use of your Account. WhaleFin will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you). 

11.2        We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the Services. However, there are risks that may arise from individual user actions. You agree to treat your Account access credentials such as user name and password as confidential information and not to disclose such information to any third party. You also agree that you are responsible for taking necessary safety precautions to protect your own Account and information. You shall be solely responsible for the safekeeping of your Account and password on your own, and you shall be responsible for all activities under your Account.

11.3        By creating an Account, you hereby agree that:

(a)        you will notify WhaleFin immediately if you are aware of any unauthorized use of your Account and password by any person or any other violations of the security rules;

(b)        you will, and will procure all Authorized Users to, strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures as required by WhaleFin;

(c)        you will log out from your Account the WhaleFin Platform by taking proper steps at the end of every visit; and

(d)        you will apply necessary security and protective measures to the device which you use to access the Account, including without limitation to (i) updating the device’s browser to the latest version available; (ii) patching the device’s operating systems with regular security updates provided by the operating system provider; (iii) installing and maintaining the latest anti-virus software on the device, where applicable; and (iv) using strong passwords, such as a mixture of letters, numbers and symbols.

 

12.           LICENSE AND IP RIGHTS

12.1        We grant you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use (and allow Authorized Users to use) the Services pursuant to the terms of this Agreement. WhaleFin and its licensors retain all rights, title and interest in and to the Services, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to you hereunder.  You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content related to the Services, including for any purpose competitive to WhaleFin or any commercial purpose, in whole or in part.

12.2        All content on the WhaleFin Platform is the property of WhaleFin and is protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified hereby.

12.3        The trademarks, trade names, service marks, identifying marks, illustrations, designs and logos of WhaleFin and others used on the WhaleFin Platform (hereinafter the “Trademarks”) are the property of WhaleFin and its respective owners. The software code (whether binary, assembly, source, object, HTML or otherwise), applications, text, images, graphics, data, files, prices, trades, charts, graphs, video and audio materials used on the WhaleFin Platform belong to WhaleFin. The Trademarks and other content on the WhaleFin Platform should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated, without prior written consent of WhaleFin. The use of any content from the WhaleFin Platform on any other site or application or a networked computer environment for any other purpose is strictly prohibited. Any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties.

 

13.           DEPOSITS AND WITHDRAWALS

13.1        In order to complete a Digital Assets transaction or settlement, you will need sufficient funds in your Account, either in the form of Digital Assets or fiat currency depending upon the order type you select. WhaleFin may not support all funding methods at all times. You are solely responsible for your use of any external account, provider, or service used to transfer funds to your Account. The timing associated with any deposit will vary and may depend on the performance of third parties unrelated to WhaleFin. We shall not be responsible for damages resulting from any failure or delay in funding the Account by you or third parties.

13.2        We shall store Digital Assets that you transferred to us in a Digital Assets wallet or other storage methods at our sole discretion and record your ownership of your Digital Assets in our records.

13.3        In the event that the balance of available funds in the Account is greater than any minimum balance requirements needed to satisfy all open orders and settlements, you may request a withdrawal of funds. You are solely responsible for losses resulting in whole or in part from any external account, provider, or service. We may, at our sole discretion, impose daily, weekly, monthly, or other periodic limits on deposits and withdrawals, which we may implement, eliminate, increase or decrease without advance notice. Your withdrawal requests may be delayed or canceled as part of our compliance program.

 

14.           NO DEPOSIT PROTECTION

14.1        No WhaleFin entity is or is regulated as a bank or any other type of depository institution in any jurisdiction. Digital Assets held in your Account are not eligible for any public or private deposit insurance protection or any other protection programs of similar nature.

 

15.           TRADING AND ORDER HANDLING

15.1        In connection with your access and use of WhaleFin's Services, you agree to comply with all guidelines, notices, advisories, restrictions, legends or disclaimers displayed on or linked to the Services or that WhaleFin may otherwise communicate to you. Upon placing an instruction to effect a trade using the Services (an “Order”), your Account will be updated to reflect the Order. The acceptance and execution of Orders shall be subject to WhaleFin’s review and determination in its sole discretion.

15.2        You may place an Order either as a “Limit Order” or a “Market Order”. You may request to cancel an unexecuted Limit Order at any time before it is executed, which may or may not be approved by WhaleFin. We may cancel an Order on the request of you for reasons including inability to cancel such Order due to technological difficulties. Limit Orders may be placed with one or more of the following instructions:

(a)        Good Til Cancelled (GTC): Once such Orders are posted, unfilled Orders remain valid and opening for an indefinite period; and

(b)        Fill and Kill (IOC): Such Orders will lead to the cancellation of any remaining size after the Orders get filled against the available liquidity. A minimum quantity instruction can be added to such Order if you wish to only allow an execution if a minimum size is met.

15.3        Due to the volume, illiquidity, volatility or other conditions in the marketplace, the actual price that a Limit Order is executed at may be different from the best price indicated at the time of your Order.

15.4        A Market Order is a buy or sell order to be executed immediately at the current market price. Market Orders do not carry a limit price. Due to the volume, illiquidity, volatility or other conditions in the marketplace, the actual price that a Market Order is executed at may be different from the best price indicated at the time of your Order.

15.5        Promptly following delivery of a confirmed Order, if you are purchasing the Digital Assets from us, then you shall deliver the consideration of the purchase to us by transferring immediately available funds to our bank account as communicated or by transferring Digital Assets on the applicable peer-to-peer computer network that governs the transfer of the applicable Digital Assets (the “Digital Assets Network”) to our applicable location, wallet, address, account or storage device as communicated (each a “WhaleFin Wallet”). Upon the receipt of such consideration, we shall deliver the Digital Assets to you by transfer of Digital Assets on the applicable Digital Assets Network to your applicable location, wallet, address, account or storage device as communicated (each a “User Wallet”); and if we are purchasing Digital Assets from you, then you shall deliver the Digital Assets to us by transferring the Digital Assets on the Digital Assets Network to the relevant WhaleFin Wallet. Upon the receipt of such Digital Assets, we shall deliver the consideration of the purchase to you by transferring immediately available funds to your bank account as communicated or by transferring Digital Assets or to the User Wallet.

15.6        In the event you do not settle an Order pursuant to these Terms by the settlement date as specified in the Order, we shall have the right to terminate such Order in our sole discretion, in addition to all other rights and remedies we may have for such failure by you to settle.

15.7        We reserve the right to reject any Order and will use reasonable endeavors to promptly notify you of any such rejection. We may authorize another executing broker to act as an agent of us in executing your Orders.

 

16.           CANCELLATION OR MODIFICATION OF TRANSACTIONS   

16.1        By using the Services, you acknowledge that any Order placed by you and accepted by WhaleFin is a firm Order and represents a binding obligation to buy or sell the specified quantity of Digital Assets. You acknowledge and agree that WhaleFin may reverse, modify or cancel an Order in the following circumstances:

(a)        if WhaleFin is compelled to do so by any applicable law, regulation, court order or instruction from competent authority;

(b)        if Orders are deemed, at WhaleFin’s reasonable discretion, to be abusive or fraudulent in nature; or

(c)        if Orders are deemed, at WhaleFin’s reasonable discretion, to involve obvious errors with respect to price, quantity or other parameters.

 

17.           SETTLEMENT AND FUNDING

17.1        Settlements may be aggregated such that multiple trades can be settled in a single transaction.

17.2        A transfer of Digital Assets may not be deemed settled and completed until:

(a)        the transaction has been recorded in a block and a certain number of subsequent blocks have been added to the applicable blockchain; or

(b)        the transaction has met a different protocol confirmation standard for a specific Digital Assets agreed to by WhaleFin and you.

17.3        Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Transfer of a Digital Assets will only be deemed settled and completed if the relevant transaction(s) is included in the current longest chain of the applicable blockchain.

17.4        When placing an Order exceeding the available funds in your Account, you will be deemed to have asked WhaleFin to lend you the necessary funds to complete the Order. WhaleFin shall have the sole discretion to decide (a) whether it will provide such lending service to you; and (b) how much funding fee it will charge on such borrowed amount. The charge will be triggered once you pass the daily cut-off time (00:00, 08:00, and 16:00 in the time zone of UTC). Daily funding charges are reflective of market interest rates, and will fluctuate on a daily basis.

 

18.           MARGIN TRADING

18.1        WhaleFin may provide margin trading service to you upon your request. In using such service:

(a)        you should fully understand the risks associated with the margin trading and lending and be solely responsible and liable for any and all trading and non-trading activity on your Account;

(b)        you agree to maintain in your Account a sufficient amount of Digital Assets required by WhaleFin for you to engage in margin trading and repay your loan in full timely. Failure to maintain a sufficient amount of Digital Assets or fail to repay your loan may result in the forced liquidation of Digital Assets in your Account;

(c)        WhaleFin cannot guarantee to stop losses even with the ability to force-liquidate any of your positions. If, after your positions are liquidated, your assets are insufficient to cover the outstanding loan, you are still responsible for any additional assets shortfall;

(d)        during WhaleFin system maintenance, you agree that you are solely responsible and liable for managing your margin trading positions; and

(e)        WhaleFin is not responsible for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved.

 

19.           CONSENT TO REHYPOTHECATE

19.1        Except where prohibited or limited by applicable law, you grant WhaleFin the right, without further notice to you, to hold the Digital Assets held in your Account in WhaleFin’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Digital Assets, separately or together with other property, with all attendant rights of ownership, and for any period of time and without retaining in WhaleFin’s possession and/or control a like amount of Digital Assets, and to use or invest such Digital Assets at its own risk. You acknowledge that, with respect to assets used by WhaleFin pursuant to this paragraph, (a) you may not be able to exercise certain rights of ownership; and (b) WhaleFin may receive compensation in connection with lending or otherwise using Digital Assets in its business to which you will have no entitlement.

 

20.           SERVICE AVAILABILITY AND MAINTENANCE

20.1        WhaleFin does not guarantee uninterrupted access to the Services at all times. WhaleFin may suspend access without prior notice during scheduled or unscheduled system repairs or upgrades and modify the Services at any time without prior notice. WhaleFin Platform and all Services undergoes regular maintenance. During such times, some or all of the functionality of WhaleFin Platform may be unavailable. WhaleFin may temporarily halt operations in the event that the unanticipated maintenance is required. This may include, but is not limited to, unexpected outages or mul-functions of computers, virtual asset networks, powers or vendors, or cyber security incidents.

 

21.           NETWORK CONTROL

21.1        WhaleFin does not own or control any of the underlying software through which blockchain networks are formed and Digital Assets are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the Services, you understand and acknowledge that WhaleFin is not responsible for the operation of the underlying software and networks that support Digital Assets and that WhaleFin makes no guarantee of functionality, security, or availability of such software and networks.

 

22.           FORKS AND DISTRIBUTIONS

22.1        As a result of the decentralized and open-source nature of Digital Assets, it is possible that sudden, unexpected, or controversial changes (the “Forks”) can be made to any Digital Assets that may change the usability, functions, value or even name of a given Digital Assets. Such Forks may result in multiple versions of a Digital Assets (each a “New Digital Assets”) and could lead to the dominance of one or more such versions (each a “Dominant Digital Assets”) and the partial or total abandonment or loss of value of any other versions of such Digital Assets (each a “Non-Dominant Digital Assets”).

22.2        Due to the administrative complexity of being the repository for a forked Digital Assets, the support of any New Digital Assets in your Account is solely at the discretion of WhaleFin. WhaleFin is under no obligation to support a Fork of a Digital Assets that you hold in your Account, whether or not any resulting version of such forked Digital Assets is a Dominant Digital Assets or Non-Dominant Digital Assets or holds value at or following such Fork.

22.3        If WhaleFin elects, at its sole discretion, to support a Fork of a Digital Assets, it may choose to do so by making a public announcement through its WhaleFin Platform or otherwise notifying customers, and shall bear no liability for any actual or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If WhaleFin, at its sole discretion, does not elect to support a Fork of a given Digital Assets, including the determination to support, continue to support, or cease to support any Dominant Digital Assets or Non-Dominant Digital Assets, WhaleFin assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Assets.

22.4        WhaleFin does not generally offer support for the distribution of assets based on a triggering fact or event, such as the possession of another asset (each an “Airdrop”), the provision of rewards or other similar payment for participation in a Digital Assets’s protocol (the “Staking Rewards”), or any other distributions or dividends that Users might otherwise be entitled to claim based on their use or possession of a Digital Assets outside of the WhaleFin Platform (collectively, “Digital Assets Distributions”). WhaleFin may, at its sole discretion, elect to support any Digital Assets Distribution, but is under no obligation to do so and shall bear no liability to Users for failing to do so, or for initiating and subsequently terminating such support.

22.5        In the event of a Fork of a Digital Assets, we may be forced to suspend any or all activities relating to such Digital Assets (including trades, deposits, and withdrawals) on the WhaleFin Platform for an extended period of time, until WhaleFin has determined at its sole discretion that such functionality can be restored (the “Downtime”). This Downtime may occur at the time that a Fork of a given Digital Assets occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Digital Assets subject to such Fork. WhaleFin does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Digital Assets. All determinations regarding forks shall be made by WhaleFin at its sole and absolute discretion and in accordance with applicable law.

 

23.           TAXATION

23.1        It is your sole responsibility to determine whether, and to what extent, any taxes apply to you, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities.

23.2        The Company has the right to make any tax withholdings or filings that the Company is required by applicable law to make, but the Company is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

 

24.           INDEMNIFICATION

24.1        You agree to indemnify and hold WhaleFin and each of its affiliates and third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives (the “Indemnified Parties”), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:

(a)        your breach of these Terms, WhaleFin Privacy Policy and any other agreements that you have entered into with us;

(b)        your violation of any law, rule or regulation, or the rights of any third party; and

(c)        any loss resulting from your wilful default, fraud or gross negligence.

24.2        Any invalidity, unenforceability, release or discharge of the liability of you to any of the Indemnified Parties shall not affect the liability of any other persons (if any) to the Indemnified Parties.

 

25.           TERMINATION OF AGREEMENT

25.1        You agree that WhaleFin shall have the right to immediately suspend or cancel your Account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the funds in all such accounts, and suspend your access to WhaleFin for any reason including if it suspects any such Accounts to be in violation of these Terms, WhaleFin Privacy Policy, or any applicable laws and regulations. You agree that WhaleFin shall not be liable to you for any permanent or temporary modification, suspension or termination of your Account or access to all or any portion of the Services. WhaleFin shall have the right to keep and use the transaction data or other information related to such Accounts. The above account controls may also be applied in the following cases:

(a)        the Account is subject to a governmental proceeding, criminal investigation or other pending litigation;

(b)        we detect unusual activity in the Account;

(c)        we detect unauthorized access to the Account;

(d)        the Account has not been used by the user for six (6) consecutive months;

(e)        you are in violation of the Market Conduct Rules;

(f)         the Account has been used to send or receive funds from illegal gambling websites where local laws and regulations prohibit gambling; and

(g)        we are required to do so by a court order or command by a regulatory/government authority.

25.2        In case of any of the following events, WhaleFin shall have the right to directly terminate this Agreement by cancelling the Account, and shall have the right to permanently freeze (cancel) the authorizations of your Account and withdraw the corresponding WhaleFin Account thereof:

(a)        after WhaleFin terminates Services to you;

(b)        you allegedly register or register in any other person’s name as WhaleFin user again, directly or indirectly;

(c)        the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify WhaleFin of your unwillingness to accept the amended Terms;

(d)        the Account has not been used by the user for twelve (12) consecutive months;

(e)        you request that the Services be terminated; and

(f)         any other circumstances where WhaleFin deems it should terminate the Services.

25.3        Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the account termination process, WhaleFin shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.

25.4        If WhaleFin receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, WhaleFin may, but has no obligation to, place an administrative hold on the affected funds and your Account. If WhaleFin does place an administrative hold on some or all of your funds or Account, WhaleFin may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to WhaleFin has been provided to WhaleFin in a form acceptable to WhaleFin. WhaleFin will not involve itself in any such dispute or the resolution of the dispute. You agree that WhaleFin will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.

25.5        Upon payment of all outstanding charges to WhaleFin following an Account closure, the User will have 5 business days to withdraw all funds from the Account, except that WhaleFin shall maintain full custody of the funds and User data/information which may be turned over to governmental authorities in the event of Account suspension/closure arising from fraud investigations, violation of law investigations or violation of these Terms.

 

26.           RESTRICTED ACTIVITIES

26.1        In connection with your use of the Services, you will not:

(a)        violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;

(b)        provide false, inaccurate, incomplete or misleading information;

(c)        infringe upon WhaleFin's or any third party's copyright, patent, trademark, or intellectual property rights;

(d)        engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, or any other violent activities;

(e)        distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;

(f)         use a web crawler or similar technique to access our Services or to extract data;

(g)        reverse engineer or disassemble any aspect of the WhaleFin Platform, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;

(h)        perform any unauthorized vulnerability, penetration or similar testing on the API;

(i)          take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;

(j)          transmit or upload any material to the WhaleFin Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

(k)        otherwise attempt to gain unauthorized access to or use of the WhaleFin Platform, other Accounts, computer systems, or networks connected to the WhaleFin Platform, through password mining or any other means;

(l)          transfer any rights granted to you under these Terms; or

(m)      engage in any behavior which breaches these Terms or is otherwise deemed unacceptable by WhaleFin in its reasonable discretion.

 

27.           LIMITATION OF LIABILITY

27.1        WhaleFin shall not be liable for any loss arising from:

(a)        for any malfunction, defect or error in any terminal used to process any instructions from you, or other machines or system of authorization whether belonging to or operated by other persons or us;

(b)        for any delay or inability on our part to perform any of our obligations under this Agreement because of any Force Majeure Event;

(c)        for any damage to or loss or inability to retrieve any data or information that may be related to the Loan or our Services hereunder;

(d)        any underperformance, negligence or default of any third parties that WhaleFin may engage, such as Digital Assets wallet providers, exchanges or brokers, in providing the Services and Products, directly or indirectly;

(e)        fraud or forgery of any third parties;

(f)         business interruption, loss of revenue or profits, loss of business opportunity, customers or contracts, goodwill, opportunity or anticipated savings whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; or

(g)        any indirect or consequential loss.

27.2        Subject to applicable laws, WhaleFin’s total liability to you in respect of the Services shall not exceed the amount you paid for the purpose of using the Services.

27.3        Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of WhaleFin will be without recourse to any other subsidiary or affiliate of WhaleFin, or their respective officers, employees, directors, contractors, agents or representatives and you agree not to make any claims against any other subsidiary or affiliate of WhaleFin, or their respective officers, employees, directors, contractors, agents or representatives.

27.4        You acknowledge that all WhaleFin products are subject to substantial risk, including the risk of significant or total loss of your principal. There are no assurances or guarantees made by WhaleFin or any associated parties that any product will result in a profit or principal guarantee.

For the avoidance of doubts, in no event shall WhaleFin be held liable for damages or for any loss of  any kind caused, directly or indirectly, by errors, frauds, cybersecurity attacks, hacks, wrongdoings, performance failure, default, negligence or misconduct of counterparties or exchanges where assets may be held or traded, failure of transmission of communication facilities, government restrictions, war, terrorist acts,  insurrection, riots, fires, flooding, strikes, failure of utility services, adverse weather or  other events of like nature, including but not limited to earthquakes, hurricanes and  tornadoes, pandemics, or other conditions beyond WhaleFin’s control.

 

28.           REMEDIES FOR BREACH OF TERMS

28.1        WhaleFin reserves the right to seek all remedies available at law including without limitation, the right to restrict, suspend or terminate your Account or deny you access to the Services without notice, and WhaleFin shall be entitled to disclose information (including, but not limited to, your user identity and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under applicable law) or where permitted under or otherwise comply with applicable law.

 

29.           CONFIDENTIALITY

29.1        You undertake not to disclose to any person or persons any Confidential Information that you may acquire in the course of your use of the Services. For the purposes of these Terms, “Confidential Information” shall mean any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (a) already known by you prior to receipt from us; (b) publicly known or becomes publicly known through no wrongful act of you; (c) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (d) independently developed by you. The obligations of this clause do not prevent you from disclosing Confidential Information either: (a) to a third party pursuant to a written authorization from us; or (b) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any applicable law, provided that WhaleFin is notified prior to such disclosure to the extent permitted by applicable law.

 

30.           NO WARRANTIES

30.1        THIS WHALEFIN PLATFORM IS PROVIDED “AS IS” WITH ALL FAULTS, AND WHALEFIN MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THIS WHALEFIN PLATFORM OR THE MATERIALS CONTAINED ON THIS WHALEFIN PLATFORM. ADDITIONALLY, NOTHING CONTAINED ON THIS WHALEFIN PLATFORM SHALL BE CONSTRUED AS PROVIDING CONSULT OR ADVICE TO YOU.

 

31.           SEVERABILITY

31.1        If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

 

32.           ASSIGNMENT

32.1        You may not transfer any rights or obligations you may have under these Terms unless WhaleFin has provided written consent to the assignment. WhaleFin may assign or transfer to any third party (including, without limitation, to any other corporation that is an affiliate of Service Provider) any of WhaleFin’s rights and obligations under these Terms without your consent or the need to provide you with any prior notice of such assignment or transfer and you irrevocably consent to any such assignment or transfer by WhaleFin.

 

33.           CHANGE OF CONTROL OR RESTRUCTURE

33.1        Without limiting the preceding clause, in the event that WhaleFin or Service Provider is restructured or is acquired, merged or consolidated with another entity, you agree that WhaleFin may transfer or assign the information it has collected from you and our relationship with you (including this Agreement) as part of such restructuring, merger, acquisition or consolidation.

 

34.           GOVERNING LAW

34.1        EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG, WITHOUT GIVING EFFECT TO THE RULES, PRINCIPLES, OR LAWS REGARDING CONFLICTS OF LAW THEREOF.

 

35.           DISPUTE RESOLUTION

35.1        ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO IT SHALL BE REFERRED TO AND SOLELY, EXCLUSIVELY AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) UNDER THE HKIAC ADMINISTERED ARBITRATION RULES  IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED. THE LAW OF THIS ARBITRATION CLAUSE SHALL BE HONG KONG LAW. THE SEAT OF ARBITRATION SHALL BE HONG KONG. THE NUMBER OF ARBITRATORS SHALL BE ONE. THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. ARBITRATION HEREUNDER MAY PROCEED NOTWITHSTANDING THAT ANY PARTY FAILS TO PARTICIPATE IN ACCORDANCE WITH THE HKIAC ADMINISTERED ARBITRATION RULES, PROVIDED THAT PROPER NOTICE OF SUCH ARBITRATION HAS BEEN GIVEN TO SUCH PARTY, AND THE FINAL AWARD OF THE ARBITRAL TRIBUNAL SHALL BE BINDING ON SUCH PARTY NOTWITHSTANDING ITS FAILURE TO PARTICIPATE. THE ARBITRAL AWARD IS FINAL AND BINDING UPON BOTH PARTIES. 

 

36.           RELATIONSHIP

36.1        You hereby agree that WhaleFin, in providing the Services, has not acted and is not acting as a fiduciary or a professional advisor of you and has not provided (or held itself out as providing) to you recommendations or advice with respect to particular investment decisions or advice of any other nature.

 

37.           OTHER VERSIONS OF THE AGREEMENT

37.1        In the event of any inconsistency between different versions of this Agreement, the English version shall prevail.

 

38.           THIRD PARTY RIGHTS

38.1        Except for any Indemnified Parties, a person who is not a party to this Agreement may not enforce any of these terms and conditions. Notwithstanding any term of this Agreement, the consent of any third party is not required to vary, release or compromise any liability, or terminate any of these Terms. For the purpose of this Agreement, any references to WhaleFin shall include their successors and assigns.

 

39.           INSTRUCTIONS FROM YOU

39.1        Where any Services subscription is initiated from your Account using your credentials, we will assume that you authorized such subscription unless you notify us otherwise. We shall not be liable for any loss or damage suffered as a consequence of our acting on or acceding to any such instruction or request.

39.2        Notwithstanding the foregoing sentence, we may but shall not be obliged to accept and act on any instruction or request whether given by mail, electronic mail, facsimile transmission or through the telephone, if WhaleFin or our officers, employees, agents or representatives suspect your Account might have been stolen or any subscription has not been authorized by you or we have received conflicting instructions, we may suspend your Order and make further inquiries. You agree that WhaleFin shall not be liable for any losses due to such actions.

 

40.           COMMUNICATIONS WITH YOU

40.1        You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications) that we provide in connection with Account and the Services.

40.2        Communications may include:

(a)        terms of use and policies you agree to (e.g. the Agreement and WhaleFin Privacy Policy), including updates to these agreements or policies;

(b)        account details, history, transactions, receipts, confirmations, and any other account or transaction information;

(c)        legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

(d)        responses to claims or customer support inquires filed in connection with Account and the Services.

40.3        Unless otherwise specified in this Agreement, we will provide these Communications to you by posting them on WhaleFin Platform, emailing them to you at your email addresses provided to us, and/or through other electronic communications such as text messages or mobile push notifications, and you agree that such Communications shall be deemed to have been received by you if WhaleFin has delivered them based on the latest information on your profile.

40.4        You are responsible for keeping your contact details (including your email address and telephone number) up to date on your profile in order to receive any Communications we may send to you.

 

41.           ANY FAILURE TO EXERCISE RIGHTS

41.1        Any delay or failure by us to exercise our rights and/or remedies under this Agreement does not represent a waiver of any of our rights. We shall be considered to have waived our rights only if we specifically notify you of such a waiver in writing.

 

42.           AMENDMENTS AND WAIVERS

42.1        The Company may amend or modify the Agreement at any time by posting the revised agreement on the WhaleFin Platform and/or providing a copy to you (the “Revised Agreement”). If you continue to use the Services under this Agreement after the Revised Agreement is posted on the WhaleFin Platform or provided to you, you shall be deemed to have accepted the Revised Agreement and such Revised Agreement shall be binding on you. If you do not wish to accept the Revised Agreement, please notify us as promptly as possible. The Agreement can only be modified pursuant to this Section 42.1.  No employees of WhaleFin or associated parties may unilaterally or jointly modify this Agreement in any other way.

42.2        We may not be able to continue providing Services to you if you do not accept the Revised Agreement.

 

43.           ENFORCEABILITY

43.1        If any term of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement.

 

44.           TITLES AND SUBTITLES

44.1        Titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

45.           ENTIRE AGREEMENT

45.1        This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you, and WhaleFin as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and WhaleFin.

 

Addendum A - Staking Services

 

We provide you with the option to contribute and earn rewards on eligible, available and idle account balances you otherwise maintain in your Account (the “Staking Program”) pursuant to this addendum (this “Addendum”).

This Addendum incorporates by reference, supplements and forms part of WhaleFin Terms of Service. Capitalized terms used but not defined herein shall have the meanings given to them in WhaleFin Terms of Service. In the event of a conflict between WhaleFin Terms of Service and this Addendum with respect to the Staking Program, this Addendum shall prevail.

 

1.              STAKING PROGRAM

1.1           The Staking Program allows (a) WhaleFin or the Service Providers acting on WhaleFin’s behalf to use Eligible Assets (as defined below) as collateral in connection with validating transactions on the applicable Proof-of-Stake networks; and (b) eligible Users to opt in to receive a portion of the rewards generated by these transaction validation activities. The Staking Program allows eligible Users to contribute Eligible Assets to us in exchange for the opportunity to earn the Rewards (as defined below).

1.2           A list of assets that are currently eligible for use in the Staking Program is available on the relevant product page (the “Eligible Asset”). We may decide to add or remove certain assets from the list of the Eligible Assets at any time in our sole discretion.

1.3           The Staking Program may be made available by WhaleFin to the Users who fulfill the eligibility criteria as communicated to you by WhaleFin; provided, however, you may not participate in the Staking Program if you are located in or a national or resident of a restricted jurisdiction as decided by WhaleFin in our sole discretion (the “Restricted Jurisdiction”).

1.4           WHALEFIN MAKES NO REPRESENTATION OR WARRANTY THAT THE STAKING PROGRAM IS APPROPRIATE FOR USE IN ALL LOCATIONS, OR THAT THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING THE STAKING PROGRAM WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. WHALEFIN IS NOT RESPONSIBLE FOR TAX CONSEQUENCES TO YOU OF PARTICIPATING IN THE STAKING PROGRAM.

 

2.              CONTRIBUTIONS

2.1           You may contribute the Eligible Assets to the Staking Program by selecting the amount and type of the Eligible Assets you wish to “stake” from your Account.

2.2           The assets you contribute to the Staking Program (the “Staked Assets”) will be treated as received when displayed as such on the relevant product page; provided, however, we reserve the right to: (a) reject or remove any contribution of the Staked Assets to the Staking Program; (b) establish minimum or maximum contribution amounts of the Staked Assets; or (c) return any Staked Assets, at any time and in our sole discretion. In the event we elect to return the Staked Assets, in part or in whole, to you pursuant to this clause 2.2, you agree to promptly return the Staked Assets in accordance with clause 5.1 and to undertake any other actions we reasonably request in order to facilitate that return. You may not transfer the Staked Assets or any Rewards prior to the Unstaking (as defined below).

 

3.              REWARDS

3.1           You may earn rewards on the Staked Assets (the “Rewards”). The Rewards are not guaranteed and the rates and timing of Rewards may vary.

3.2           The Rewards, if any, will be paid to you by WhaleFin, and may be subject to tax withholding and reporting if required by any applicable laws and regulations.

3.3           The Rewards rates will be determined in our sole discretion based on the type of the Staked Assets, market conditions and risk factors.

3.4           We may make available anticipated Rewards rates and payment schedules from time to time on or through the Services (the “Anticipated Rates”). The Anticipated Rates are forward-looking statements that reflect current expectations regarding future events. It involves significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Forward-looking statements are in no way a form of advice, solicitation or offer of or for the Staking Program and should not be interpreted as such.

3.5           All Rewards will be (a) paid to your Account in the same asset as the applicable Staked Assets, and (b) automatically contributed to the Staking Program, whereupon they will be eligible to earn the Rewards. In this manner, Rewards may be described as “compounding”.

3.6           The Rewards will be calculated and paid with the decimal precision described on the relevant product page, and may be updated by us from time to time in our sole discretion.

 

4.              FEES

4.1           We reserve the right to charge you fees in connection with your participation in the Staking Program.  Fees are subject to change, in our sole discretion, and you are solely responsible for accessing the fee schedule prior to participating in the Staking Program.

 

5.              UNSTAKING

5.1           You may request a return of your Staked Assets (the “Unstaking”), in part or in whole, at such a time agreed by WhaleFin. Upon receipt of your request, we will initiate the Unstaking process as promptly as practicably possible. The Unstaking limits based on frequency or volume may apply from time to time in accordance with the terms and conditions herein.

 

6.              OUR USE OF STAKED ASSETS

6.1           You grant us the right, to the fullest extent that we may effectively do so under applicable laws and regulations and without further notice to you, to utilize the Staked Assets in our sole discretion; provided, however, the quantity and type of your Staked Assets will be returned to you when you request the Unstaking in accordance with the terms and conditions herein.

 

7.              RISKS

7.1           The Staking Program is risky. Before participating in the Staking Program, it is important to understand its specific and unique risks. The Staking Program is not for everyone. You should examine your objectives, financial resources and risk tolerance to determine whether contributing funds to the Staking Program is appropriate for you. Some, but not all, of the risks and uncertainties associated with the Staking Program are:

(a)        no WhaleFin or the Service Provider entity is or is regulated as a bank or other depository institution. Your Account is not a deposit account or a bank account. The Staking Program is not a depository or bank program. The Staked Assets are not covered by insurance against losses or subject to any banking protections or the protections of any comparable organization anywhere in the world.

(b)        WhaleFin does not offer securities services and is not registered under the securities laws of any jurisdiction. The provision of the Staking Program has not been and will not be registered under the securities laws of any jurisdiction or otherwise approved by securities regulators in any jurisdiction.

(c)        legislative and regulatory changes or actions at the international level may adversely affect: (i) the use, transfer, and value of the Staked Assets; (ii) the operations and profitability of the Staking Program; (iii) the tax treatment of the Staking Program; and (iv) your ability to request the Unstaking in a timely manner or at all.

(d)        The Rewards are not guaranteed and we reserve the right to adjust the Reward rates in our sole discretion. You acknowledge and agree that the Staked Assets will be used by WhaleFin in cryptocurrency staking to gain proceeds and other businesses in our sole discretion. WhaleFin reserves the right to suspend or terminate Staking Programs. If necessary, WhaleFin can suspend and terminate any and all Staking Programs at any time.

 

8.              REPRESENTATIONS AND WARRANTIES

8.1       You represent and warrant that:

(a)        you have full power and authority to agree to this Addendum and, in doing so, will not violate any other agreement to which you are a party;

(b)        the provisions of this Addendum constitute legal, valid and binding obligations enforceable against you in accordance with its terms;

(c)        you are eligible to participate in the Staking Program as provided in clause 1.3;

(d)        you do not reside in and are not a citizen of a Restricted Jurisdiction;

(e)        you: (i) have read and understand this Addendum in its entirety; (ii) acknowledge and accept the risks associated with participating in the Staking Program, including those risks described in clause 7.1; and (iii) were given the opportunity to ask questions of and receive answers from us concerning the terms and conditions of the Staking Program prior to participating or agreeing to participate; and

(f)         all representations and warranties you made upon your acceptance of the Terms were and remain true and complete.

 

9.              NO ADVICE; INDEPENDENT RELATIONSHIP

9.1           Without limiting anything in this Addendum, WhaleFin makes no representation or warranty, express or implied, to the full extent not prohibited by applicable laws and regulations, regarding the advisability of your participation in the Staking Program. Neither WhaleFin, nor any of its respective officers, directors, employees and affiliates is providing advice, including legal, financial, investment or tax advice, in connection with the Staking Program or your determination to participate in it.

9.2           Nothing in this Addendum shall be deemed or is intended to be deemed, nor shall it cause, you and WhaleFin to be treated as partners, joint ventures, or otherwise as joint associates for profit. WhaleFin in no way acts in any fiduciary capacity or advisory capacity to you and nothing in this Addendum shall be deemed or is intended to be deemed, nor shall it cause, any fiduciary or advisory relationship between you and us to exist.

 

10.           ADDITIONAL TERMS

You acknowledge that you may also access other products, services or facilities linked through your Account on WhaleFin Platform (the “Other Services”), and you agree that use of Other Services may be subject to additional terms and conditions separate from this Addendum and by using Other Services you agree you shall read and understand and agree to be bound those terms and conditions (e.g. WhaleFin Wallet/Account Agreement) as WhaleFin may impose from time to time (the “Additional Terms”) should you choose to use those Other Services. In the event there is any conflict between this Addendum and those Additional Terms, those Additional Terms shall govern the terms and conditions in relation to those Other Services.