Last updated: 05/17/2023
OVERVIEW
These terms of service, together with any documents and additional terms they expressly incorporate by reference (collectively, these “Terms”), are entered into between Cega Genesis Corporation, (“Cega,” “we,” “us” and “our”) and you or the company or other legal entity you represent (“you” or “your”), and constitute a binding legal agreement. Please read these Terms carefully, as these Terms govern your use of our Portal and our Services, and expressly cover your rights and obligations, and our disclaimers and limitations of legal liability, relating to such use. By accessing or using our Portal or our Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 12. If you do not agree to these Terms, you must not access or use our Portal or the Services.
You must be able to form a legally binding contract online either on behalf of a company or as an individual. Accordingly, you represent that: (a) if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind the company or other legal entity to these Terms; and (b) you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms.
Please carefully review the disclosures and disclaimers set forth in Section 9 in their entirety before using any software developed by Cega. The information in Section 9 provides important details about the legal obligations associated with your use of the Cega open-source software. By accessing or using our Portal or our Services, you agree that Cega does not provide execution or clearing services of any kind and is not responsible for the execution or clearing of transactions automated through Cega open-source software.
1. KEY DEFINITIONS
For the purpose of these Terms, the following capitalized terms shall have the following meanings:
1.1 “Affiliate” means, with respect to a party to these Terms, any person or legal entity that, directly or indirectly, controls, is controlled by, or is under common control with such party.
1.2 “Applicable Law” means any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any Governmental Authority having jurisdiction over Cega, you, the Portal or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity.y token that may be used to purchase computational resources to run decentralized applications or perform actions on the Solana Blockchain.
1.3 “Digital Assets” means any cryptocurrencies or other blockchain based assets. which SOL may be sent or stored.
1.4 “ETH” means the native Digital Asset of the Ethereum Blockchain and that may be used to purchase computational resources to run decentralized applications or perform actions on the Ethereum Blockchain.
1.5 “Ethereum Address” means a unique public key cryptocurrency identifier which can be used to store or receive ETH and other compatible Digital Assets using an Ethereum compatible wallet.
1.6 “Ethereum Blockchain” means the underlying Ethereum network blockchain infrastructure which the Portal leverages to perform portions of the Services in respect of Ethereum Addresses.
1.7 “Governmental Authority” includes any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority.
1.8 “Portal” means the Cega site located at https://cega.finance, and all associated sites linked thereto by Cega and its Affiliates, which includes, for certainty, Cega’s decentralized application layer on the Solana Blockchain, the Ethereum Blockchain, and any other relevant blockchain and the graphical interface for interacting with such application(s) located at https://app.cega.fi/.
1.9 “Restricted Person” means a resident, citizen or agent of a Restricted Territory, an entity incorporated in a Restricted Territory, or a person or entity having a registered office in a Restricted Territory.
1.10 “Restricted Territory” means Iran, Cuba, North Korea, Myanmar (Burma), the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States.
1.11 “Sanctioned Person” means a subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties, including the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
1.12 “Services” has the meaning set out in Section 3.1.
1.13 “SOL” means the native Digital Asset of the Solana Blockchain and that may be used to purchase computational resources to run decentralized applications or perform actions on the Solana Blockchain.
1.14 “Solana Address” means unique public key cryptocurrency identifier which can be used to store or receive SOL and other compatible Digital Assets using a Solana compatible wallet.
1.15 “Solana Blockchain” means the underlying blockchain infrastructure which the Portal leverages to perform portions of the Services.
1.16 “U.S. Person” includes the following:
1.16.1 a natural person resident in the United States;
1.16.2 a partnership, corporation, trust, or other legal entity organized or established under the laws of the United States or having its principal place of business in the United States;
1.16.3 an account (whether discretionary or discretionary) of a U.S. person; or
1.16.4 an estate of a decedent resident in the United States.
2. MODIFICATIONS TO THESE TERMS
We reserve the right, in our sole discretion and at any time, to modify these Terms. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Portal, or updating the date at the top of these Terms. Unless we state otherwise in such notice, any and all such modifications are effective immediately and your continued access to the Portal and use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately cease access to the Portal and use of our Services.
3. SERVICES
3.1 Services. The primary purpose of the Portal is to enable users to interact with smart contract based “vaults” in order to enter into structured product trading strategies, including exotic options based strategies such as fixed coupon notes referencing one or more Digital Asset underliers (the “Services”). For the avoidance of doubt, the foregoing description of the Services is non-exhaustive and we reserve the right to make other functionality or features available as part of the Services.
3.2 Transaction Charges. The Services may involve the use of the Solana Blockchain, the Ethereum Blockchain, or other relevant blockchains in our sole discretion, each of which may require that you pay a fee or transaction charge for the computational resources required to perform a transaction on the relevant blockchain. You acknowledge and agree that Cega has no control over: (a) any blockchain transactions; (b) the method of payment of any transaction charges on the relevant blockchain; or (c) any actual payments of such transaction charges. Accordingly, you must ensure that you have a sufficient balance of the native digital currency of the relevant blockchain before initiating any transaction in connection with the Services. For example, you must have sufficient SOL stored at your Solana Address or ETH stored at your Ethereum Address in order to complete any transaction on the Solana Blockchain or the Ethereum Blockchain respectively. We will make reasonable efforts to notify you of any transaction charges that will be payable in connection with aspects of the Services that require the use of a blockchain.
4. YOUR USE OF THE PORTAL AND SERVICES
4.1 As a condition to accessing or using our Portal and our Services, you represent and warrant as follows:
4.1.1 If you are entering into these terms as an individual, you are at least 18 years old (or legal age where you reside, whichever is older), can form a legally binding contract online, and have the legal capacity to enter into these Terms and be bound by them;
4.1.2 If you are entering into these terms as an entity, you have the legal capacity and necessary authority to enter into these Terms and be bound by them;
4.1.3 You are not a U.S. Person;
4.1.4 You are not a Restricted Person;
4.1.5 You are not a Sanctioned Person;
4.1.6 You do not intend to transact with or on behalf of any Restricted Person or Sanctioned Person;
4.1.7 You are not using, and will not in the future use, a virtual private network ( “VPN”), proxy, or other similar technological means to mask or obfuscate your actual physical location or your status as a U.S. Person, Restricted Person, or Sanctioned Person;
4.1.8 You will not access this site or enter into any trading strategies using this site while located in the United States;
4.1.9 You are lawfully permitted to access and use the Portal and the Services under the laws of the jurisdiction in which you reside or are located and such access and use is not prohibited by or otherwise in violation of any Applicable Law;
4.1.10 You are not accessing or using the Portal or the Services in furtherance of, in contribution to, or in order to facilitate any illegal activity; and
4.1.11 You have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of any prospective investment or trading strategy using the Portal or the Services.
4.2 As a condition toaccessing or using our Portal and our Services, you acknowledge and agree that:
4.2.1 You have read and understand the risk disclosures and disclaimers set out in Section 12 below;
4.2.2 We may, at any time and in our sole discretion, restrict your access to, or otherwise impose conditions or restrictions upon your use of, the Services or the Portal, with or without prior notice, including for breach of these Terms or if we have reason to believe that any representation or warranty provided hereunder is untrue or inaccurate;
4.2.3 From time to time, the Portal and the Services may be inaccessible or inoperable for any number of reasons, including but not limited to:
4.2.3.1 periodic maintenance procedures or repairs that we or any of our suppliers or contractors may undertake from time to time;
4.2.3.2 causes beyond our control or that we could not reasonably foresee;
4.2.3.3 disruptions to and temporary or permanent unavailability of the Solana Blockchain, the Ethereum Blockchain, other relevant Blockchains, or other underlying infrastructure necessary for the operation of the Portal or the Services; or
4.2.3.4 unavailability of third-party service providers or external partners for any reason;
4.2.4 The Portal and the Services may evolve and remain subject at all times to modification, which means we may apply changes, replace, or discontinue (temporarily or permanently) the Portal or the Services or any part thereof at any time in our sole discretion; and
4.2.5 You are solely responsible for reporting and paying any taxes applicable to or due as a result of or in connection with your use of the Portal or the Services.
4.3 As a condition to accessing or using our Portal and our Services, you covenant that:
4.3.1 You will only use the Services and the Portal for lawful purposes and in accordance with these Terms and any Applicable Law;
4.3.2 You will ensure that, at all times, all information that you provide on the Portal or in connection with your use of the Services is current, complete, and accurate;
4.3.3 Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such Digital Assets;
4.3.4 You will maintain the security and confidentiality of the private keys associated with the wallet address you use in connection with the Services;
4.3.5 You will not, in connection with your access and use of the Portal and the Services:
4.3.5.1 violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws, such as the Bank Secrecy Act, each as may be amended;
4.3.5.2 infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Portal or the Services;
4.3.5.3 use the Portal or the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Portal or the Services, or that could damage, disable, overburden, or impair the functioning of the Portal or the Services in any manner;
4.3.5.4 attempt to circumvent any content filtering techniques or security measures that Cega employs on the Portal or the Services, or attempt to access any functionality, service or area of the Portal or the Services that you are not authorized to access;
4.3.5.5 use the Portal or the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
4.3.5.6 use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Portal or the Services or to extract data;
4.3.5.7 introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Portal or the Services;
4.3.5.8 provide false, inaccurate, or misleading information;
4.3.5.9 post on the Portal or any website or forum provided in connection with the Services any content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
4.3.5.10 post on the Portal or any website or forum provided in connection with the Services any content containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service;
4.3.5.11 use the Portal or the Services from a jurisdiction that we have, in our sole discretion, or a relevant Governmental Authority has determined is a jurisdiction where the use of the Portal or the Services is prohibited; or
4.3.5.12 encourage or induce any third party to engage in any of the activities prohibited under this Section 4.3.5.
5. NO ADVICE OR ADVISORY RELATIONSHIP
5.1 All information provided in connection with your access and use of the Portal and the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on or provided in connection with the Portal or the Services or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Prior to engaging in any activity involving or using the Portal or the Services, you should seek individualized advice from your own financial, legal, tax and other professional advisors taking into account your particular facts and circumstances.
5.2 You acknowledge and agree that the only duties and obligations that we owe you are those set out expressly in these Terms. These Terms and our provision of the Portal and the Services are not intended to, and shall not, create or impose any fiduciary duties or obligations on us or any fiduciary, advisory or similar relationship or status between us.
6. USER DERIVED CONTENT
6.1 You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users as a result of your use of the Portal or the Services (collectively, “Your Content”) including, without limitation, for the purpose of promoting Cega (or its Affiliates), the Services or the Portal.
6.2 You represent and warrant that: (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party’s rights
7. PRIVACY
7.1 By accepting these Terms, you also acknowledge and agree to be bound by our Privacy Policy, available at https://cega.fi/privacy, which governs how we collect, use, share and otherwise process information about you.
8. PROPRIETARY RIGHTS
8.1 You acknowledge and agree that:
8.1.1 Open Source Software. You acknowledge that certain aspects of the Portal or the Services may use, incorporate or link to certain open-source components and that your use of the Portal or Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Portal or the Services; (b) use the Portal or the Services for time-sharing or service bureau purposes; or (c) otherwise use the Portal or the Services in a manner that violates the Open-Source Licenses.
8.1.2 Ownership of Services; License to Services. Excluding any open source software (as further described in Section 8.1.1) or third-party software that the Portal or the Services incorporates, as between you and Cega, Cega owns the Portal and the Services, including all technology, content and other materials used, displayed or provided on the Portal or in connection with the Services (including all intellectual property rights subsisting therein), and hereby grants you a limited, revocable, transferable, license to access and use those portions of the Portal and the Services that are proprietary to Cega.
8.1.3 Trademarks. Any of Cega’s product or service names, logos, and other marks used in the Portal or as a part of the Services, including Cega’s name and logo, are trademarks owned by Cega, its Affiliates or its applicable licensors. You may not copy, imitate or use them without Cega’s (or the applicable licensor’s) prior written consent.
9. CHANGES; SUSPENSION; TERMINATION
9.1 Changes to Services. We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Portal and/or the Services, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
9.2 No Liability. We will not be liable for any losses suffered by you resulting from any modification to the Portal or the Services or from any suspension or termination, for any reason, of your access to all or any portion of the Portal or the Services.
9.3 Survival. The following sections will survive any termination of your access to the Portal or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 1, 4, 5, 6, and 7 through 15.
10. ELECTRONIC NOTICES
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that we provide in connection with these Terms or any Services by electronic means. You agree that we may provide our Communications to you by posting them on the Portal or by emailing them to you at any email address you provide in connection with using the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at press@cega.fi.
11. INDEMNIFICATION
11.1 You agree to defend, indemnify, and hold harmless us, our Affiliates, and our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to
11.1.1 your use of, or conduct in connection with, the Portal;
11.1.2 Digital Assets associated with your wallet address (including any Solana Address);
11.1.3 any feedback or user content you provide to the Portal, if any;
11.1.4 your violation of these Terms or any Applicable Law; or
11.1.5 your infringement or misappropriation of the rights of any other person or entity.
11.2 If you are obligated to indemnify any Indemnified Party, Cega (or, at its discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Cega wishes to settle, and if so, on what terms and you agree to cooperate with Cega (or the applicable Indemnified Party) in the defense.
12. RISKS
YOU HEREBY ASSUME AND AGREE THAT WE AND OUR AFFILIATES WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR THE RISKS SET FORTH IN THIS SECTION 12. YOU HEREBY IRREVOCABLY WAIVE, RELEASE AND DISCHARGE ALL CLAIMS, WHETHER KNOWN OR UNKNOWN TO YOU, AGAINST US AND OUR AFFILIATES RELATED TO ANY OF THE RISKS SET FORTH IN THIS SECTION 12.
You understand and agree that the Portal and the Services, and your access and use thereof, are subject to a range of risks, including but not limited to the following:
12.1 Reliance on Blockchains. Although our Services may operate on one or more public blockchains, including the Solana Blockchain and/or the Ethereum Blockchain, Cega does not own or control such blockchains or the underlying infrastructure on which they operate. In general, the software underlying blockchain networks, including the Solana Blockchain and the Ethereum Blockchain, is open source, such that anyone can use, copy, modify, and distribute it. There exists no guarantee of the functionality, security, or availability of any blockchain or any associated infrastructure and sudden changes therein, including as a result of “forks,” may materially affect the operation of a blockchain on which we rely and thereby the Services or your access and use thereof.
12.2 Public Key Cryptography. Blockchains use public and private key cryptography and your use of the Services will require use of the private key associated with your wallet address on the relevant blockchain (for example, your Solana Address with respect to activity on the Solana Blockchain or your Ethereum Address with respect to activity on the Ethereum Blockchain). We do not have access to your private key(s) and you alone are responsible for securing your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets stored in the relevant wallet address and that you may have transacted with in connection with your use of the Services or interaction with the Portal.
12.3 Smart Contract Risk. The Portal and the Services, and the structured product trading strategies enabled thereby, may employ or rely on self-executing smart contracts on the Solana Blockchain, the Ethereum Blockchain, or another relevant blockchain in order to facilitate certain functionality and transaction activity. Smart contracts are subject to various risks and may contain bugs or security vulnerabilities. These risks have the potential to adversely impact returns or to result in loss of Digital Assets contributed to structured products trading strategies enabled through the Services. While the Cega team works diligently to audit and test our contracts internally and in connection with external audit vendors, there can be no guarantee that any smart contracts employed or relied on in connection with the Portal and the Services are free of defects.
12.4 Financial Risk Associated with Digital Assets Generally. The risk of loss in trading Digital Assets, including through the trading strategies you may enter into through use of the Services or the Portal, can be substantial and may result in complete loss of your principal capital. Digital Assets are, by their nature, highly experimental, risky, and volatile. Transactions in Digital Assets, including transactions entered on the Solana Blockchain, the Ethereum Blockchain, or another relevant blockchain in connection with the Services, are irreversible, final and there are no refunds. Your access and use the Portal and the Services are at your own risk. You should, therefore, carefully consider whether such activity is suitable for you in light of your knowledge, understanding, circumstances and financial resources. In using the Portal and the Services, you will be solely responsible for making your own independent appraisal and investigations into the risks of a given trading strategy or transaction entered into using the Services and the underlying Digital Assets (including without limitation, the risks associated with your Solana Address, the Solana Blockchain, SOL, your Ethereum Address, the Ethereum Blockchain, ETH, and USDC).
12.5 Financial Risk Associated with Structured Product Trading Strategies. Your use of the Portal and the Services may enable you to enter into complex structured product trading strategies that incorporate or utilize derivatives, including exotic option based trading strategies. You should consider whether you have sufficient knowledge, market sophistication, professional advice, and experience to make an evaluation of the merits and risks of any transaction or trading strategy conducted in connection with the Services. Such trading strategies are not suitable for all users and carry their own significant risks in addition to the risks associated with trading Digital Assets generally. Such risks include but are not limited to:
12.5.1 Performance Risk. Entry into the structured product trading strategies enabled through the Services will subject you to risk of loss, which may be substantial. Changes in the price, level, or value of the Digital Assets underlying these trading strategies can be unpredictable, sudden and large, and may be influenced by many factors. Such changes may adversely impact the effectiveness of the relevant trading strategy and your returns. By entering into such trading strategies, you may sustain a loss of principal up to the entire amount of your principal capital. Furthermore, your losses may extend beyond your initial principal and may include, among other things, transaction fees paid on or to a relevant blockchain in connection with your use of the Portal and the Services. Although the Portal and the Services may display or describe the potential losses associated with a particular structured product trading strategy, such figures are provided solely for informational purposes and may not accurately reflect the total losses you may suffer in connection any trading strategy in connection with the Portal or the Services.
12.5.2 Opportunity Cost. The returns you receive by engaging in any trading strategy in connection with the Portal or the Services (which, for the avoidance of doubt, may amount to negative returns) may be less than the returns you could have received through other trading opportunities. In particular, there is no guarantee that the returns of any structured product trading strategy referencing Digital Assets enabled through use of the Services will exceed the returns that could have been obtained by holding such Digital Assets directly. Furthermore, depending on the structure of the relevant trading strategy, appreciation in value of the referenced Digital Assets may not result in corresponding or proportionate increases in the value or returns of such trading strategy.
12.5.3 Liquidity Risk. Entry into the structured product trading strategies enabled through the Services will subject you to liquidity risk. In particular, during the term of any structured product trading strategy enabled through the Services, you will not be able to withdraw or redeem any capital contributed to such trading strategy. Although your contribution to the smart contract vault for a particular structured product trading strategy may result in your receipt of corresponding “vault tokens,” there is no guarantee of any secondary market value or liquidity for such vault tokens.
12.5.4 Credit Risk. Entry into the structured product trading strategies enabled through the Services may entail or involve counterparty credit risk. In particular, you may be exposed to the counterparty credit risk of market makers taking the other side of the component derivatives transactions making up the structured product trading strategies enabled through the Services. Changes in the creditworthiness of, or default by, such counterparties could adversely impact the returns of such trading strategies and could result in loss of your principal capital.
12.6 Regulatory Uncertainty. The Portal and our Services are potentially exposed to legal and regulatory risk. The legal and regulatory treatment of Digital Assets and the Services is unsettled and rapidly changing. Legal and regulatory treatment varies between different jurisdictions. We, our provision of the Portal and the Services, and any Digital Assets referenced by or relevant thereto could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit our ability to continue to make the Portal or the Services available or impact your returns and anticipated results from use of the Portal or the Services;
12.7 Compliance with Applicable Law. We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.
13. DISCLAIMERS
To the maximum extent permitted under Applicable Law, the Portal and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Portal or the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Portal or the Service are correctable or will be correctable
14. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES
In no event shall we (together with our Affiliates, including our and our Affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Portal and the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets and any transactions or trading strategies therein, or any other product, service or other item provided by or on behalf of us, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 These Terms shall be governed by, and construed in accordance with, the laws of the Republic of Singapore (without reference to choice of law principles).
15.2 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally be resolved by arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The tribunal shall consist of a sole arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. This arbitration agreement shall be governed by the laws of the Republic of Singapore.
15.3 Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process pursuant to Section 15.2 of these Terms, including if necessary the grant of interlocutory relief pending the outcome of that process.