TERMS AND CONDITIONS

Established in 2022, Gryfyn HK Limited ("Gryfyn”, “we”, “us” or “our”) provides a range of institutional-grade digital asset wallets and financial products and services, including but not limited to services provided under its NFT-centric custodial wallet (the “Wallet”) (all services provided by us are collectively our “Services”). Gryfyn hosts a top level domain website, www.gryfyn.io, that serves information about us, our Services, sub-domains for our products and platform for the provision of our Services (such top level domain website and all sub-domains are collectively, the “Site”) which contain text, images, code, audio, third party information and other materials. Our principal place of business is at Unit 417-421, Cyberport 1, 100 Cyberport Road, Pokfulam, Hong Kong. 

These terms and conditions (these “Terms” or this “Agreement”) govern your access to and use of the Site and our Services and constitute a legally binding agreement between us and you, any entity you represent, or any individual accessing or using the Site or our Services (each a “User”, “you” or “your”). Each of Gryfyn and you is a “Party” and collectively the “Parties”. 

1. Agreement to these Terms
   1. Please read these Terms carefully before using the Site and/or our Services. By accessing or using the Site and/or any of our Services in any manner, you:
      1. accept and agree to these Terms and any amendment hereto that may be made by us from time to time; 
      2. consent to the collection, use, disclosure and other handling of information as set forth in our Privacy Policy, which can be accessed at https://www.iubenda.com/privacy-policy/51877991 (the “Privacy Policy”); and 
      3. accept and agree to our Anti-Money Laundering and Counter-Terrorist Financing and Know-Your-Client Policy ("AML/KYC Policy”) (if any) and any other mandatory policies (the Privacy Policy, AML/KYC Policy and any other mandatory policies are each a “Policy”) and any amendment thereto that may be made by us from time to time. 
   2. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE AND OUR SERVICES. 
   3. When you use the Site or our Services, you may also be using the services of one or more third parties, your use of any third-party services will be subject to the privacy policies, terms of use and similar policies and terms, and fees (if any) of the relevant third party service providers.
2. Eligibility to access or use the Site and our Services

   By accessing or using the Site and our Services, you further represent and warrant to us that:

   1. You are at least 18 years old or have attained such age of age of majority and contractual capacity in your jurisdiction of residence;
   2. If you are entering into this Agreement on behalf of any entity, you have the legal authority to do so and bind such entity to these Terms; and
   3. You,  your entity or financial institution, or any party that owns or controls you, your entity or financial institutions, are (i) not subject to any embargo, sanctions or otherwise included on any list of designated prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the United States Government (i.e., the Specially Designated Nationals List, Foreign Sanctions Evaders List of the United States Department of Treasury,  Entity List, Denied Persons List and Unverified List of the United States Department of Commerce), the United Kingdom Government (i.e., HM Treasury’s financial sanctions regime), the European Union or any of its Member States, or other applicable government authority and (ii) not located in any country subject to any comprehensive sanctions program implemented by the United States Government.
3. Amendment to these Terms

   We reserve the right to amend or modify these Terms or any Policy at our sole discretion at any time by publishing such amended or modified Terms on the Site. Any and all modifications or changes will become effective upon publication and you agree and acknowledge that we will not explicitly notify you about any possible amendments and modifications and it is your responsibility to check these Terms and any Policy periodically for changes. Your continued use of the Site following the publication of any changes to these Terms and any Policy will mean that you accept and agree to such changes.

4. Interpretation
   1. The following terms shall have, for the purposes of this Agreement, the following meaning: 

      “Account” shall have the meaning as set out in Section 6.1 of these Terms;

      “Account Credentials” shall have the meaning as set out in Section 6.2(a) of these Terms;

      “AML” means Anti Money Laundering clause, which refers to the laws, regulations and procedures intended to prevent individuals from disguising illegally obtained funds as legitimate income;

      “AML/KYC Policy” shall have the meaning as set out in Section 1.1(c) of these Terms;

      “Arbitrator” shall have the meaning as set out in Section 18.5 of these Terms;

      “Claims” shall have the meaning as set out in Section 16.1 of these Terms;

      “Confidential Information” means information, technical data or know-how, including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or information which would, under the circumstances, appear to a reasonable person to be confidential or proprietary;

      “Content” shall have the meaning as set out in Section 12.1 of these Terms; 

      “Digital Asset(s)” means any files created electronically or scanned and uploaded to a computer, to avoid any doubt, any tokens, cryptocurrencies, NFTs and digital collectibles held by us through the private key under any of our Services including, but not limited to, video, audio files, images, graphic, design files, presentations, or any other digital work;

      “Fee(s)” means price that User shall pay us as remuneration for any Services provided for the User;

      “Gryfyn”, “we”, “us” or “our” shall have the meaning as set out in the first paragraph of these Terms;

      “Indemnified Parties” shall have the meaning as set out in Section 16.1 of these Terms;

      “Intellectual Property Rights” mean any copyrights, designs, patents, rights to inventions, rights in confidential information, know-how, trade secrets, trademarks, trade names, database rights, chip topography rights, mask works, utility models, domain names, source codes, rights in designs, rights in computer software, rights in the websites or mobile applications and all similar rights of whatever nature and in whatever form and, in such case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and wherever existing;

      “KYC” means Know Your Customer standards, which are designed to protect including, but not limited to, financial institutions against fraud, corruption, money laundering and terrorist financing, as institutions have the obligations to verify customer’s identity;

      “KYC/AML Regulations’’ shall have the meaning as set out in Section 7.1 of these Terms;

      “Non-Fungible Token” or “NFT” means a unit data stored on blockchain and which is unique, non-interchangeable with any other non-fungible tokens and with blockchain-managed ownership;

      “Policy” shall have the meaning as set out in Section 1.1(c) of these Terms;

      “Privacy Policy” shall have the meaning as set out in Section 1.1(b) of these Terms;

      “Rules” shall have the meaning as set out in Section 18.5 of these Terms;

      “Services” shall have the meaning as set out in the first paragraph of these Terms;

      “Site” shall have the meaning as set out in the first paragraph of these Terms;

      “Smart Contracts” means a computer program or a transaction protocol which is intended to automatically execute, control or document legally relevant events and actions according to the terms of a contract or an agreement;

      “Terms” or this “Agreement” shall have the meaning as set out in the second paragraph of these Terms;

      “User”, “you” or “your”  shall have the meaning as set out in the second paragraph of these Terms;

      “Wallet” shall have the meaning as set out in the first paragraph of these Terms; 

   2. Any capitalized terms or expressions not defined in this Section 4 shall have the meanings otherwise ascribed to them in these Terms.
   3. Wherever a singular expression is used in these Terms, that expression is considered as including the plural or the body corporate where required by the context.
5. Risks

   PLEASE NOTE THE FOLLOWING RISKS ASSOCIATED WITH DIGITAL ASSETS AND OUR SERVICES: 

   1. The risk of loss in holding any Digital Asset can be substantial. You should therefore carefully consider whether holding any Digital Asset is suitable for you in light of your financial condition. In considering whether to hold any Digital Asset, you should be aware that the price or value of Digital Asset can change rapidly, decrease, and potentially even fall to zero. You assume all risks when using the Platform;
   2. When using our Services, you acknowledge that Gryfyn, its officers, employees, agents, advisors, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you as User arising out of or relating to or in connection with our Services, any performance or non-performance of the Site or our Services, or any other product, service or other item provided by or on behalf of us and our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages;
   3. You understand and agree that any Digital Asset, blockchain technology or distributed ledger technology related projects are new and relatively untested and outside of both our exclusive control. Any adverse changes in market forces, the technology and regulatory environment impacting our performance shall absolve us from responsibility in this regard, including but not limited to hacking attacks, possible theft, unfavorable regulatory action, or unclear legal/tax status of NFTs, weakness or exploits in the field of cryptography, application security breaches, breaches of any third party providers, or materialized risks of changes to Ethereum or other blockchain platform;
   4. We rely on emerging technologies to provide our services, such as blockchain technology or distributed ledger technology. You hereby acknowledge and agree that (i) the technologies used by us in our Services are not under our control or influence and are subject to risks and uncertainty, and may depend on the stability of other third party services or networks; (ii) such technologies are novel, experimental and speculative, and may subject to legal and regulatory risks in the jurisdictions of the User; (iii) the regulatory regime governing blockchain technologies and Digital Assets is uncertain and may be subject to constant changes, any new regulations or policies may materially adversely affect the development of the our Services and the utility, transfer and valuation of NFTs or of Digital Assets; (iv) cryptocurrencies and tokens are not legal tender and are not back by any government; (v) transactions involving Digital Assets may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable; and (vi) there are risks associated with using an Internet based currency or token, including but not limited to, the risk of hardware, software and Internet connections instability or failure, the risk of malicious software intrusion, fraud, counterfeiting, cyber-attacks and any other risk that third parties may obtain unauthorized access to information stored within the User’s account or wallet. OUR SERVICES MAY ALSO BE SUBJECT TO INCREASED RISK THROUGH ANY POTENTIAL MISUSE OF THINGS BY YOU SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, FAILURE TO UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPDATES, ETC. BY USING OUR SERVICES, YOU ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. GRYFYN SHALL NOT BE LIABLE FOR any communication failures, disruptions, errors, distortions, delays or diminution of value of any Digital Asset the User may experience when using our Services, however caused. 
   5. Our Services may depend on the third-party system or other smart contracts, some of which may be coded or deployed by a third party. You hereby acknowledge and agree that the smart contract may be adversely affected by malfunctions, bugs, defects, hacking, theft, attacks, intrusion, negligent coding or design choices, or changes to the protocol rules, and you may be exposed to a risk of total loss and forfeiture of all Digital Assets that you deal with using our Services. The Company shall assume no liability or responsibility for any of the aforesaid matters.
   6. YOU REPRESENT AND WARRANT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE PROTOCOL CHANGES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS. YOU ASSUME THE RESPONSIBILITY TO CONDUCT YOUR OWN INDEPENDENT RESEARCH, INVESTIGATION, AND INQUIRY ABOUT BLOCKCHAIN TECHNOLOGIES AND ANY EQUIVALENT OR SIMILAR TECHNOLOGIES IN RELATION TO ANY DIGITAL ASSETS. YOU UNDERSTAND THAT WE DO NOT OPERATE THE ETHEREUM PROTOCOL OR ANY OTHER BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT GRYFYN WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.
   7. While we implement reasonably practicable procedures, measures, and steps to safeguard the security and the integrity of the Site and our Services, we cannot and do not guarantee absolute security over the internet and/or electronic storage and does not represent, warrant or undertake that the Site, the Content, our Services are free of viruses or other harmful components. You agree and acknowledge that we do not represent or warrant that any of the Services is secure from a hacker or other malicious attack, which may result in the stealing or the loss of the User confidential information or any other data.
6. Registration of Account
   1. Registration of Account.

      In order to use our Services, you may be asked to have or create an account (an “Account”). We may at our discretion refuse to allow anyone to establish an Account, or limit the number of the Accounts that a single User may establish and maintain at any time.

   2. Account Security. 
      1. You are solely responsible for maintaining adequate security and control of any and all passwords, hints, personal identification numbers (PINs), application programming interface (API) keys, signatures or any other codes related to your Account or that you use to access the Services (collectively, your “Account Credentials”). Any loss or compromise of the Account Credentials and/or your personal information may result in unauthorized access to your Account by third parties and the loss or theft of any NFT(s) and/or funds held in your Account and any associated accounts, including your linked bank account(s) and credit card(s) (if applicable). By creating an Account, you agree that you will not disclose your Account Credentials to anyone and will notify us immediately of any unauthorized use of your Account. Neither shall Gryfyn nor any of its affiliate be responsible for any unauthorized access to your Account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties.
      2. In the event that any log-in credentials or API authentication is generated by us, such log-in credentials and API authentication are for your use only and you agree that you will not sell, transfer or sublicense them to any third party, except that you may disclose your password or private key to your agents and subcontractors. 
      3. By creating an Account with Gryfyn, you acknowledge and agree that we will create public and private key(s) for use in connection with your Account and Wallet, hold and store your private key(s) on trust for you and you will not have direct access to such private key(s). 
      4. We may, at our sole discretion, allow you to (i) use your private key(s) held with Gryfyn to access any decentralized applications accessible via third-party services and (ii) sync your Account with any third parties to sign and verify transactions (if necessary). You may create signatures linked to your private key(s) which you may keep in custody with us.
   3. Account Activities. You are responsible for all activities that occur under your Account, regardless of whether such activities have been authorized by you or undertaken by you. 
   4. Keeping your information up to date. You are responsible for keeping your email address and contact number up to date in your Account profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of your sensitive information or failure to follow or act on any notices or alerts that we may send to you. 
   5. Verification of Your Account. Due to any applicable statutory and regulatory requirements, the creation and use of your Account can be subject to verification. You agree to provide us, and any third-party service provider designated by us (if applicable), with the information we may from time to time request for the purposes of identity verification, compliance with KYC rules, as well as detection of money laundering, terrorism financing, fraud or any financial or other crime. The requested information may include Personal Data (please refer to our Privacy Policy). By providing us or such third-party service provider with the information we request, you confirm that such information is true and accurate, and agree to inform us in case of change concerning such information. 
   6. Additional information. You agree to provide such additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. You agree and undertake to provide any such additional information and documents that we may from time to time require for the purpose of or otherwise to facilitate compliance with any applicable laws and regulation.
   7. Suspension or Termination of Account. We reserve the right to suspend or terminate your Account if any information provided by you under these Terms is inaccurate, untrue, or incomplete, or if you fail to comply with any Account registration requirements or these Terms. We may suspend or terminate your access to and use of the Site or Services at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination. 
7. AML and KYC Compliance
   1. Compliance with KYC/AML Regulations. Pursuant to the economic sanctions’ programs administered in the jurisdictions where we conduct business, we may be prohibited from providing the Services or entering into relationships with certain individuals and entities. We are therefore obliged to comply with applicable KYC requirements and AML laws and regulations (together, “KYC/AML Regulations’’) on any Users of our Services. You may not be able to make any transactions using our Services unless you comply with all our established KYC and AML procedures, requirements and Policies to our satisfaction.
   2. Verification of documents. Any documents submitted by you must be verified prior to opening of an Account. Verification of identity will require multi-factor authentication, layered security and other controls to ensure a meaningful User identity confirmation process based on accumulated reward size, among other factors.
8. Our Services
   1. Modification, suspension and discontinuation of Services. We reserve the right to modify or discontinue any portion of our Services and to suspend or terminate your access to the Services at any time, without notice to you. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.
   2. Dealing with Digital Assets using our Services. Any User trading, exchanging, swapping, disposing of or otherwise dealing with any Digital Asset using our Services, agrees and confirms to provide accurate information about the relevant Digital Asset created and/or listed on the marketplace for sale or auction and hereby represents and warrants that such User:
      1. Owns all necessary legal rights, title and interest in and to such Digital Asset or is legally authorized by the owner of such Digital Asset prior to the relevant transaction;
      2. Is not under any restriction or prohibition, whether contractual or otherwise with respect to its ability and right to carry out the relevant transaction; and
      3. The conduct of the relevant transaction will not violate any applicable law or contractual obligation or restriction by which such User is bound.
   3. Fiduciary Accounts. You hereby certify to us that any funds used by you in connection with the Services are either owned by you or that you are validly authorized to carry out transactions using such funds. 
   4. Third-Party Services. If, to the extent permitted by us from time to time, you grant express permission to a third party to access or connect to your Account, either through the third party’s product or service or through the Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. You are fully responsible for all acts or omissions of any third party using your Account Credentials. Further, you acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission of any third party using your Account Credentials. 
9. Payment
   1. We reserve the right to change or amend our fees and payment terms at any time at and at our sole discretion, and any such change or amendment shall apply to you when using our Services.
   2. You agree that when making any purchase or sale or other transactions through the Wallet, any applicable Fees can be subtracted from any payments made.
10.  Website Accuracy, Third Party Materials and Use of the Site
    1. Website Accuracy. Although we intend to provide accurate and timely information on the Site, the Site may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our Policies, products and Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. You especially acknowledge, understand and agree that we do not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any trading or transfer decision, made based on any information available on the Site.
    2. Third-Party Materials. From time to time, the Site may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site, including without limitation content, property, goods or services available on the linked sites or services.
    3. Prohibited Use. In connection with your use of the Services, and your interactions with other Users, and third parties you agree and represent, you will not violate any law, contract, intellectual property or other third-party right, will not engage in any illegal, unauthorized, or improper activity. You agree that you will abide by these Terms and prohibition to not use our Services for including, but not limited to, production or dissemination of any pornographic or inappropriate material, racist content or financing of illicit activities, or any other use that would contradict or violate our Policies. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your Account immediately and without notice if we determine, in our sole discretion after the consideration of the situation as a whole, that your Account is associated with prohibited use and/or a prohibited business. We also reserve the right to decide to remove inappropriate Digital Assets, listings, and collections or any other material after the examination of the situation as a whole.

    4. You shall not:

       1. use the Site or our Services to conduct any fraudulent, immoral or illegal activities or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms or applicable laws and regulations, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Site or our Services;
       2. reproduce, copy, transmit, distribute, display, or otherwise use any materials or contents on the Site without prior written consent from Gryfyn or the relevant Intellectual Property Right owner;
       3. use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site, or interfere, disrupt or reverse-engineer any aspects or features of the Site that could modify, damage, disable, overburden or impair the functioning of the Site in any manner;
       4. take any action to gain or attempt to gain unauthorized access to any Account or the Wallet of other Users;
       5. use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means, program or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality, or to incorporate the Site into any other program, website or application;
       6. use data collected from the Site to contact individuals, companies, or other persons or entities;
       7. use data collected from the Site for any direct marketing activity;
       8. use the Site to conduct electronic spamming or otherwise distribute ant unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages;
       9. bypass or ignore instructions that control all automated access to the Site;
       10. use the Site to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments; and
       11. use the Site to engage, unauthorized and unlicensed, in any lottery, contests, sweepstakes, or other games of chance or games of chance and skills combined. 
    5. Suspension, Termination and Cancellation of Accounts. We may, at our sole discretion and without any prior notification, (i) suspend, restrict, or terminate your access to any or all of the Services and/or the Site, and/or (ii) deactivate or cancel your Account if:
       1. We reasonably suspect you of using your Account in connection with illegal, unauthorized, or improper activity;
       2. We are so required by an enforceable subpoena, court order, or binding order of the court or government authority or
       3. Use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
       4. Our Service partners (if any) are unable to support your use; or
       5. We are required to do so in order to comply with any AML/KYC laws and regulations; or
       6. You violate these Terms (in particular, but not limited to, providing correct and accurate identification information for AML/KYC purposes, or violating any user warranties given hereunder); or
       7. You take any action that we deem as circumventing our controls, including, but not limited to, opening multiple Accounts or abusing promotions which we may offer from time to time.
    6. Temporary Suspension. In the event that a technical problem causes system outage or Account errors, we may temporarily suspend access to Your Account until the problem is resolved.
    7. Termination by User. The User may terminate this Agreement at any time without giving us any prior notice by discontinuing to use the Site or our Services. 
11.  Further User Representations and Warranties
    1. By using the Site and our Services and opening of an Account, you further represent and warrant to us as follows:
       1. You have read carefully in full these Terms and our Policies to which you consent; additionally, you also confirm that you have performed reasonable due diligence with regard to us, the Site and our Services, and that you have, if and to extent you deem necessary, sought independent financial and/or legal advice; and
       2. All of the above and any other representations and warranties hereunder will be true, complete, accurate and non-misleading at the time of your opening of an Account or use of our Services.
12.  Intellectual Property Rights
    1. Ownership. Unless otherwise indicated in writing by us, the Site, our Services and all content, design element, and other materials contained therein, including, without limitation, our logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are our proprietary property or that of our affiliates, licensors or users, as applicable. All underlying Intellectual Property of the Site and our Services, including, but not limited to copyrights, patents, service marks, any registered trademarks, domain names and other proprietary rights, are the proprietary property of Gryfyn or its licensors (if any), and are protected by copyright, patent, trade secret and other applicable Intellectual Property laws. We retain any and all rights, title and interest in and to the Site, the Content and our Services (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Site, the Content and our Services is limited to the rights expressly granted in these Terms. No licenses to use any of our trademarks or brands are to be inferred or assumed pursuant to the use of any of our Services. All rights not expressly granted to you are reserved and retained by us or our  licensors, as the case may be. 
    2. Unauthorized use of Intellectual Property Rights. You expressly agree not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, display, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of our Intellectual Property Rights or knowingly or recklessly encourage or assist any third parties to infringe our Intellectual Property Rights without our express prior written consent.
    3. Accuracy and reliability of Content. We do not assume any responsibility for the accuracy, reliability, or completeness of the Content, nor do we represent or warrant that the Site or the Content are current, error-free or free of viruses or other harmful components.
    4. Third party materials. 
       1. Some materials on the Site may be subject to copyright owned by third parties. You shall not copy, imitate or use any such materials, in whole or in part, without prior consent from their respective owner.  You acknowledge that all the names and/or logos used on the Platform are for identification purposes only. Use or display of these names and/or logos does not constitute or imply endorsement.
       2. The Site may contain links and pointers to other websites, resources, and advertisers of the Site and/or our Services. Links to and from the Site to other materials, mobile applications or websites, maintained by third parties, do not constitute an endorsement by us or any affiliation with any third-party site or content. We are not responsible for the availability of these third-party resources, or their contents. We have not reviewed any or all of the materials, mobile applications or sites linked to the Site and are not responsible for the content of any third-party pages or any other materials, mobile applications or websites linked to the Site. The User’s linking to other third-party sites is at his own risk. By clicking on any such link, the User acknowledges that we have no control over and makes no representations of any kind with respect to, such other materials, mobile applications, websites, or any content contained within such other materials, mobile applications or websites, and the User hereby revokes any claim against us with respect to such other materials, mobile applications or websites. The User should direct any concerns regarding any external link to its mobile application or site administrator or webmaster.
13.  Limitation of Liability
    1. To the maximum extent permitted by the applicable laws, we shall not be liable for any error or malfunction of the Site or our Services, the blockchain technologies and/or any other technologies.
    2. You assume all risks when using the Site and our Services, including but not limited to all of the risks associated with any trade, transfer, deposit and/or exchanging of Digital Assets stored or dealt with using the Wallet. We, our directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you arising out of or relating to or in connection with any reliance of or acceptance of these Terms or with the use of or access to the Site, our Services, and or the holding, trade, transfer, and/or exchange of Digital Assets, any performance or non-performance of the Site, our Services, or any other product, service or other item provided by us or on our behalf and that of our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages.
    3. Except as otherwise expressly agreed by us, for the maintenance of any insurances in respect of the Digital Asset, we shall not be responsible for the title, validity or genuineness of any of the Digital Assets (or any evidence of title thereto) received or delivered by us under any of our Services. 
    4. Gryfyn is not acting under this Agreement as manager or investment adviser to the User, and the responsibility for the selection, acquisition and disposal of any Digital Assets remains with the User at all times. Gryfyn shall have no obligation to explain or warn of any risks taken or to be taken by the User. 
    5. We shall have no responsibility for and shall not be liable for losses incurred by the User caused by or resulting from any of the following:
       1. delay in the actual receipt by us of instructions from the User relating to any payment, redemption or other transaction, or delay in the actual receipt of such payment or in the actual occurrence of such redemption or transaction, relating to Digital Assets forming or to form part of the Digital Assets and effected or to be effected hereunder;
       2. loss or damage to, or theft of, any part of the Digital Assets held and/or administered by or under the direction or control of any agent of Gryfyn (or by any third party instructed by or through it or any such agent), the acts of omissions of such an agent (or any third party as aforesaid), or the bankruptcy, liquidation, winding up or similar act of or by such an agent (or any third party as aforesaid), provided that Gryfyn has exercised all reasonable care in selecting the relevant agent; 
       3. fraud or wilful misconduct by any of the Users;
       4. transfer to wrong public addresses that Gryfyn did not provide; and
       5. any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software.
    6. We do not represent, warrant or undertake that: (a) the Site or our Services are fit for the User’s purposes; (b) the Site is compatible with the User’s mobile devices or computers; (c) the Site is free of bugs, errors, defects, malware and viruses; and any electronic files available on the Site will be free of any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorized access to or corruption of data.
    7. To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, copyright compliance, legality, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus. We make no representations or warranties or endorsements of any kind whatsoever, express and implied, as to the Site or the Content. The User uses the Site and our Services at his own risk. We assume no liability for any action regarding transmissions, communications, publication, or content provided by any User or third party.
    8. If you have a dispute with one or more Users of our Services, to the extent permitted by law, you release us, our affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
    9. THE SITE, THE CONTENT, AS WELL AS THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE SITE AND OUR SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ALSO SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THESE TERMS.
    10. WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES DO NOT VERIFY, CONFIRM OR IN ANY WAY WHATSOEVER TAKE RESPONSIBILITY FOR USERS’ DIGITAL ASSETS AND ESPECIALLY THEIR SUBSEQUENT VALUE.
    11. WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS AS GOVERNED BY SECTION 15, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR ACCESS AND USE OF OUR SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS.
14.  Taxes
    1. By accepting these Terms and accessing our Services you acknowledge and agree that you are solely responsible for all filings, tax returns and similar reports on any transactions in connection with the Digital Assets undertaken through any of our Services, and any and all unpaid calls, taxes (including without limitation any value added tax), levies or duties, governmental fees,  or any other liability or payment under any applicable law that are imposed on or associated with such transactions, payments made and/or received through our Services. All fees payable by you to us are exclusive of any taxes and governmental fees unless otherwise noted. We reserve the right to withhold taxes where required. In so far as Gryfyn is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the User it may do so without instructions from the User by debit to the Wallet.
    2. We do not, and will not, act as your agent of any kind and shall have no control over any transactions conducted by you and thus is not responsible for determining the taxes that apply to your transactions and shall not act as a withholding tax agent in any circumstances whatsoever. 
15.  Force Majeure

    We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, hacking attacks, major market disturbances, other major event or catastrophe, pandemic, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

16. Indemnification
    1. Indemnification. The User shall indemnify, defend, and hold harmless Gryfyn and its affiliates, their respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (the “Indemnified Parties”) from and against any and all actual or alleged claims, actions, proceedings, investigations, demands, suits, losses, damages, demand of liability, costs, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and all expenses incurred, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (the “Claims”), arising out of or in connection with:
       1. any negligent acts, omissions, or willful misconduct by the User;
       2. User’s access to and uses or misuses of the Site;
       3. any dispute between the Users;
       4. the User’s violation of these Terms or any Policy;
       5. the User’s violation or infringement of any rights of any third party, including but not limited to the Intellectual Property Rights; 
       6. the User’s violation or infringement of any laws or regulations; and/or
       7. any action taken or omitted to be taken by Gryfyn hereunder or pursuant to any instructions from the User. 
    2. Notification and Control of Claims. You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. The User further agrees that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other claims or indemnities that we may have against the User.
17. Regulatory Requirements

    Notwithstanding any provision of this Agreement to the contrary, where Gryfyn is for the time being subject to any regulatory requirements (whether made by the laws of Hong Kong or otherwise) in relation to its dealings with the User under this Agreement, the rights and obligations of Gryfyn hereunder shall be read and construed to the greatest extent permitted by, and in accordance with such applicable regulatory requirements.

18. Miscellaneous
    1. These Terms embody all the terms and conditions agreed upon between the Parties as to the subject matter of these Terms and supersedes and cancels in all respects all previous correspondence, understandings, and agreements between the Parties with respect to the subject matter hereof, whether such be written or oral.
    2. The failure of any Party hereto at any time to require performance or observance by the other Party of any provision of these Terms shall in no way affect the right of such first Party to require performance of this provision and any waiver by any Party of any breach of any provision of these Terms shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under these Terms.
    3. If any of the provisions in these Terms are deemed invalid, illegal, prohibited, void, or for any reason is unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms.
    4. The provision of any custodial services by us as part of our Services under this Agreement does not render us an agent or a trustee for the User and the we shall have no trust or other obligations in respect of the Digital Assets except those expressly stated in this Agreement. Under no circumstances the contractual relationship between us and the User will be construed to create the relationship of principal and agent, trustee and beneficiary, employer and employee, partners or joint-venturers. 
    5. These Terms are governed by and shall be construed in all respects in accordance with the laws of Hong Kong. Any dispute, controversy, or claim arising out of or relating to these Terms, or the interpretation, breach, termination, validity, or invalidity thereof, shall be referred to and finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the HKIAC Administered Arbitration Rules in force at the time when the notice of arbitration is submitted. The law of this arbitration clause shall be construed and enforced in accordance with Hong Kong law. The seat of arbitration shall be in Hong Kong. The number of the arbitrator shall be one (1). The arbitral proceedings shall be conducted in English, and the arbitral award shall be final and binding on the parties to such proceedings.