This User Agreement (“Agreement” or “Terms of Service”, or “Terms”) is a contract between you (“you”, “your”, “user”, “customer”, “client”, “account holder”) and Daenerys & Co. Pte Ltd (“Daenerys”, “we”, “us”, “our”), and governs your access and use of our Services. “Services” refers individually and collectively to the Daenerys website, Daenerys Platform, and any additional services provided by Daenerys, as well as all written or electronic materials including software, data, or other content (“Content”).

By accepting these Terms electronically (for example, by clicking “I Agree”), signing up to use a Daenerys Account, accessing or using the Services, purchasing Services, registering for an account with us, executing these Terms, or accepting an order that references these Terms, you are accepting and agreeing to these Terms, policies and guidelines referenced in these Terms. If you do not agree to these Terms or to any future amendments to these Terms, you may not access or use any of Daenerys’s Services and must cancel your Daenerys Account, free of charge, in the manner set forth below.

We will notify you of amendments to these Terms by either: (a) posting the revised terms on our website; (b) sending you an email notification to the email address that you provided to us as part of your account registration, or a notification via SMS or other messaging service; or (c) presenting the revised Terms to you when you log into to our website. It is your responsibility to provide and update your email address, to check for such notices, and to make sure our notices have not been trapped by your spam filter. It is your responsibility to periodically revisit these Terms as posted on our website. Such updated Terms will become effective the earlier of: (a) when you accept them online or offline or (b) thirty (30) days after we post or email the update, in which case your continued use of any of the Services or failure to cancel your account will indicate your acceptance of the amendment(s).

DAENERYS SERVICES

1. Daenerys is a blockchain technology company that develops innovative blockchain hardware and software solutions to secure Digital Assets. Daenerys’s products and services include, among others:
   1. “Cryptocurrency Liquidity Services", through which customers can buy Cryptocurrency from, and sell Cryptocurrency to Daenerys; and
   2. “Institutional Custodial Services”, custodial and other custodial related services that we provide to customers using Daenerys Crypto Storage (DCS).
2. In order to use the services above, we may require you to agree and/or sign the following separate agreement(s) related to such services:
   1. Cryptocurrency Liquidity Services
      Cryptocurrency buy or sell transactions below 50,000 SGD made through our Website:
      Retail Crypto Purchase Agreement
      Cryptocurrency buy or sell transactions above 50,000 SGD made through our OTC Desk
      Master Purchase Agreement
   2. Institutional Custodial Services
      Crypto Storage Agreement
3. Daenerys may make modifications to the Services at any time, as it deems appropriate, and at its sole discretion.

DAENERYS ACCOUNT

1. Account Registration
   1. In order to use the Services, you must open a Daenerys Account. When you open an account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner and/or the most senior individual within the organization for insutitional accounts or trusts. We will also ask you for information on your business, including, but not limited to, your business’s legal name or “doing business as” (“DBA”), physical address of the business, and your company's website. The information that you provide at the time of account opening must be accurate and complete and you must inform us within fifteen (15) business days of any changes to such information. We may require additional information from you to help verify your identity and assess your business risk, such as your date of birth and/or for a copy of a government-issued identification. We may also obtain information about you from third parties, such as identity verification services. We have the right to reject your account registration or to later close your Daenerys Account, if you do not provide us with accurate, complete, and satisfactory information.
2. Client Acceptance Procedures
   1. Verified Account

      For an account to be upgraded to a Verified Account, you must pass the compliance checks conducted by our Compliance Department. To that end you will be requested to provide us with any such information as we may require or request from time to time in relation to this Agreement and all information and documents required to comply with all applicable laws and regulations, including all applicable “know your customer” (“KYC”) and “anti-money laundering” (“AML”) rules and regulations.

   2. Background Checks

      You agree that we will perform a background check before your Daenerys Account can be upgraded to a Verified Account. We may use compliance systems and databases to obtain information about you for purposes of confirming your identity under KYC and AML rules.

   3. Misleading Information

      You represent and warrant to us at all times that, to the best of your knowledge, any information provided to us by you is complete, accurate, and not misleading in any material respect and you agree to notify us, should such information change.

   4. Prohibited Countries

      Daenerys shall, from time to time, deem certain countries to be prohibited countries, in accordance with various risk factors, legislation, regulation, and guidance. We may reject users that are residing in or citizens of a prohibited country.

3. Account Security
   1. Secure Access

      Secure access to our platform is provided by logging on to our Website by way of your username and password. These login credentials are unique to you and are our primary method of securely identifying you when delivering our Services to you.

   2. Security Practices

      You agree to exercise safe security practices when accessing and conducting electronic transactions. This includes signing out and closing any online electronic transaction services once all transactions have been completed regardless of your method of accessing the Website.

      You agree to keep your username and password secure at all times, and to not store them on a device or computer that would permit someone else to impersonate you. You are solely responsible for the safe guarding of these login credentials. If you suspect that your access to the Platform has been compromised in any way, it is your responsibility to notify us immediately.

      You confirm that you will not provide your username and password to any third parties. You shall be responsible for any actions performed on your Daenerys Account by any third party.

   3. Unauthorised Access

      You shall inform us if a notification suggests unauthorised access to your records or your Daenerys Account. In the event of any unauthorised access to your account, we are entitled to investigate and seek the assistance of the authorities in detecting crime and arresting offenders.

      We may periodically contact you to validate our information. Failure to respond may result in your Daenerys Account being disabled until we can verify your current contact information.

   4. Account Changes

      You agree that in the interest of security, changes in the account beneficiary, account administrator/trustee, linked bank account(s), linked Cryptocurrency address(es), e-mail, or phone number(s) must be submitted with a duly signed ‘Change Form’ as available from us. You further agree that these requests may require additional verification via video call and/or two-factor authentication before the change request is approved.

GENERAL TERMS

1. Disclaimer
   1. Except as expressly provided to the contrary in writing by us, our services are provided on an "as is" and "as available" basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or implied, including but, without limitation to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to our services, including the information, content and materials contained therein.
   2. You acknowledge that the information that you store or transfer through our services may become irretrievably lost, corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third party providers, internet outages, force majeure events or other disasters including third party denial-of-service (“DoS”) attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our services.
2. Account Communications
   1. You are responsible for the accuracy of your instructions for all transactions in your Daenerys Account. Instructions once sent, in any form through your Daenerys Account (including instructions through the account’s secure notification function, registered email, skype, or telegram accounts) will be final and irrevocable and it will not be possible to retrieve funds sent to an address you provided in error through any communication channel. It is your responsibility to ensure that your personal information registered with Daenerys is accurate at all times.
   2. Nevertheless, we reserve the right not to act on your instructions under the following circumstances:
      1. In our reasonable opinion, we deem that your instruction was not sufficiently clear to act upon;
      2. We could not verify your identity to our reasonable satisfaction;
      3. The instruction was not made by you; and/or
      4. We believe that the instruction may be related to an illegal activity.
   3. You agree that we are entitled to assume, in respect of any instruction received from a person using your username and password, your registered email address, Skype and/or Telegram accounts, that the person is you.
   4. In the event of a failure of the Internet or of our Website for whatever reason which prevents access from the region or country in which you are resident, we will undertake on a best efforts basis to operate by alternative methods including telephone or secure messaging. You agree to provide verification of your identity as requested by us before we can act on any instructions that you give to us using such alternative methods of communication.
   5. You agree that we are entitled to communicate with you by e-mail and/or secure notification through our Website. We send notifications based on your communication preference for various requests.
   6. You shall be deemed to have knowledge of the content of such notifications, and shall not hold us liable for any losses and/or damages that you may have suffered as a result of not receiving or not reasing such notifications. If in doubt, we reserve the right to delay the fulfillment of a request until we can verify you initiated it.
   7. All notices and other communications to you shall be directed to the secure messaging account or e-mail address that you provided to us at the time of your registration or as part of an order. We cannot be liable for any errors or changes in any addresses and/or e-mail address.
3. Unacceptable Use
   1. You will not encourage or assist any third party to, (a) use any unauthorized means to gain access to our Services or use any automated process or service (such as a bot, a spider, or periodic caching) to access or use the Service, or to distribute instructions, software or tools for that purpose; (b) modify, alter, tamper with or otherwise create derivative works of the Services; (c) interfere with or disrupt servers or networks used by Daenerys to provide the Services; (d) damage, disable, overburden, or impair the Services (or any network connected to the Service); (e) use the account of another user at any time except by a mechanism provided by Daenerys and authorized by such user; (f) use the Services in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any Daenerys user guides and policies available via the Services (“Policies”); (g) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (h) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (i) advertise or promote a commercial product unless your account is subject to a separate contract governing that relationship and your compensation to Daenerys. Daenerys may determine, at its sole discretion, whether or not to take action in response to a claimed violation of these Terms, and any action or inaction in any particular instance will not dictate or limit our response to a future claim.
4. Representation and Warranties
   1. Your use of the Services is subject to the laws and regulations of Singapore regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will comply with such laws and regulations, including but, without limitation to, the sanctions programs administered by the Monetary Authority of Singapore (MAS).
   2. Your use of the Services is also subject to the following important restrictions:
      1. You are at least eighteen (18) years of age or older and have the right, power and contractual capacity to agree to these Terms;
      2. You confirm that you are not insolvent and/or bankrupt;
      3. You confirm that all personal information that you provide about yourself is accurate and true to the best of your knowledge;
      4. You are not acting in breach of any laws or regulations that are applicable to you nor any company, trust or partnership upon whose instructions you are acting;
      5. You have taken all necessary action and obtained all required or desirable authorizations to enable you to execute, deliver and perform your obligations under the transactions contemplated by yourself and to make these admissible in evidence in the event of any legal proceedings. All such authorizations are in full force and effect;
      6. Your obligations under these Terms of Service are legal, valid, binding and enforceable;
      7. No event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event under any other agreement or instrument which is binding on you or to which any of your assets is subject which has or is reasonably likely to have a material adverse effect on your business, assets or condition or ability to perform your obligations;
      8. If you are not a resident of Singapore, you shall be solely responsible for ensuring that using the Platform does not violate any laws or regulations applicable in your country of residence and/or citizenship; and
      9. Your use of the Services will not contravene any applicable international, federal, state or local law or regulation, including applicable tax laws and regulations.
5. Limitation of Liability
   1. Nothing in this Agreement excludes or limits the liability of Daenerys in the event of:
      1. Any damage suffered by you as a result of a violation by Daenerys of the Consumer Protection (Fair Trading) Act, Chapter 52A , the Consumer Protection (Trade Descriptions and Safety Requirements) Act and/or privacy laws of Singapore;
      2. for fraud or fraudulent misrepresentation by Daenerys; and
      3. any matter for which it would be illegal for Daenerys to exclude or attempt to exclude its liability.
   2. Subject to clause 11.1, we will not be liable:
      1. to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement;
      2. loss as a result of any unauthorised access to your Daenerys Account due to your failure to follow section 6 of this Agreement;
      3. for any special, general, direct, indirect, incidental or consequential damages, even if we had been advised of the possibility thereof;
      4. for any losses or damages incurred by one Joint Account Holder as a result of Daenerys Account acting on the instruction of another Joint Account Holder in respect of the same Joint Account; and
      5. for any loss as a result of risks associated with online trading, including software and hardware failure latent defect, loss of data, delays, failure, errors, omissions, or losses of transmitted information or instructions, power outages, internet outages, hackers, denial-of-service (DoS) attacks, or viruses.
   3. Force Majeure
      1. No failure or omission by Daenerys to carry out its obligations under this Agreement shall be deemed a breach of this Agreement if such failure or omission arises out of any event that is beyond its control, including, but not limited to, Digital Asset network failures, failure of a specific Digital Asset, Acts of God, war or warlike hostilities, or for any reason whatsoever or such other circumstances that may cause a delay or failure to perform such obligation through no fault of Daenerys.
      2. In case of Force Majeure, we will reasonably endeavour to mitigate the effect of the Force Majeure and to carry out our obligations under this Agreement in any other way that is reasonably practicable. We will, as soon as reasonably practicable, notify you of the nature and extent of the circumstances giving rise to Force Majeure. If the Force Majeure in question prevails for a continuous period in excess of six (6) months after the date on which the Force Majeure begins, you shall be entitled to give notice to us to terminate this Agreement.
   4. In the case of market distortion, volatile markets, systems (including third party systems upon which Daenerys is reliant) being hacked, and market disruption, we reserve the right to adjust an order if the prices and currency quotes received from Daenerys’ data source(s), when the order was placed, is found to be incorrect. Daenerys will contact you if an order needs to be adjusted due to incorrect market data, and you may cancel the order if you do not want to trade on the corrected market rate.
6. Your Privacy
   1. Please review our privacy policy located at https://www.daenerys.co/privacy-policy ("Privacy Policy") to understand our commitments in maintaining your privacy. You agree to the collection, use and disclosure of information as described in our Privacy Policy.
7. Your Right to Close Your Account
   1. You may close your Daenerys Account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit funds not yet paid to you and associated with pre-closure purchases or sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transactions fees that may be incurred in the funds transfer.
8. Our Right to Close or Suspend Your Account
   1. We may terminate your account, at our sole discretion, upon notice to you via email or telephone communication. We may also suspend your access to our Services if we suspect that you have failed to comply with these Terms, pose an unacceptable risk to us, or if you provide any false, incomplete, inaccurate or misleading information to us. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your account.
9. Effect of Account Closure
   1. If your Daenerys Account is closed, you agree that you will remain liable for all obligations related to your Daenerys Account even after your Daenerys Account is closed. Any accrued rights, remedies, obligations and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect to any breach of this Agreement which existed at or before the date of termination. Any clauses within this Agreement which expressly or by implication have effect after termination shall continue in full force and effect.
10. Entire Agreement
    1. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Daenerys for the Services or for any other Daenerys product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Daenerys, the terms of that agreement will supersede the Terms of this Agreement if they are specifically identified and declared to be overridden by any such other agreement.
11. Waiver
    1. Our failure or delay in exercising any right, power or privilege under these Terms shall not be construed as a waiver thereof.
12. Severability
    1. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
13. Intellectual Properties and Feedback
    1. Daenerys grants you no license or consent to use or display or use in any manner Daenerys’ trademarks, service marks, logos or slogans. In the event that you provide comments, suggestions and recommendations to us with respect to the Services (including modifications, enhancements, improvements or suggested changes to the Services, or any feature or function of the Services) (collectively, "Feedback"), you hereby grant us and our affiliates a universal, royalty free, irrevocable, perpetual license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, publicly perform and otherwise exploit such Feedback without restriction, including in connection with the Services and any updates, extensions or successive versions of the Services.
14. Third Party Rights
    1. Nothing in these Terms of Service is intended to confer upon any third party any right to enforce any provision herein under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore and the parties hereto do not intend any term (whether it purports to confer a benefit on a third party or not) of these Terms of Service to be enforceable by any third party.
15. Further Assurance, Offset & Jurisdiction
    1. You shall, at your own expense, promptly execute and deliver all such documents, and do all such things, as we may reasonably require for the purpose of giving full effect to the provisions of these Terms of Service.
    2. We have the right to immediately and without notice offset any liability or debt that is owed by you to us.
    3. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. You agree to hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.
16. Key Definitions

    In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this section:

    Change Form means the document used to request changes in the account details of a Daenerys Account

    Cryptocurrency means bitcoin, ether, litecoin and other digital asset that Daenerys supports and provides liquidity to

    Crypto Storage Agreement is the document that sets out the standard terms for the physical storage of Digital Asset private keys using DCS

    Daenerys Crypto Storage means the system that securely stores Digital Assets using the Gregersen-Gono Standard

    Daenerys Account refers to the account that a user can open with Daenerys

    Digital Asset means cryptocurrencies, digital currencies, digital tokens or other similar digital assets

    OTC Desk means Daenerys’ team of traders that assist clients in executing large Cryptocurrency buy and sell transactions

    Over-the-Counter (OTC) means off-exchange buy and sell Cryptocurrency transactions above 50,000 SGD, executed directly between the customer and Daenerys, without the supervision of an exchange

    SGD means Singapore Dollars

    Verified Account refers to to a Daenerys Account that has been verified in accordance with our Client Acceptance Policy and can fully use all of Danerys’ Services

    Website means our website: www.daenerys.co