Assure DeFi (“Company”). 

I, the undersigned (whether signed by physical signature or by electronic signature via transmission authorized by me from my email address, or by providing identifying information and credentials via Company’s KYC Form process at:

https://assuredefi.io/kyc-form/

do hereby agree and understand that by doing business with and participating in any endeavor with Company, I agree to enter into this user agreement’s terms & conditions (the “Agreement”) by and between me and Company, and I agree be legally bound by its terms and conditions. 

By using the Company’s services, I represent and affirm that I am at least 18 years old, have the legal capacity to enter into this Agreement, and agree to be legally bound by the terms and conditions of this Agreement in their entirety.

I further agree, represent, and warrant that the information I have submitted via the Company’s KYC Form is true and accurate, including but not limited to: 

• My identity;

• My address;

• My credentials and identifying documents;

• My control and ownership of the project and any funds provided in connection therewith;

• Any other information elicited via the KYC Form;


I further agree, warrant, and represent that that:

• I am legally and actually authorized to act on behalf of the Project;

• My participation and actions in connection with the Project have been authorized and approved by all stakeholders involved with the Project, including but not limited to authorization under all applicable bylaws, articles of incorporation, policies, rules, regulations, and applicable laws;

• My actions on behalf of the Project will not violate any applicable bylaws, articles of incorporation, policies, rules, regulations, and applicable laws; 

• I agree to be personally and individually liable for losses, claims, actions, suits, lawsuits, damages, and other costs related to any assertion of rights against Company related to the Project that occur in connection with or as a result of my actions or the actions of other parties involved with the Project, whether such other parties are known to Company or unknown; and

• In sum, I hereby represent and warrant that I take full responsibility, ownership, and liability for the Project. 

I further understand and agree that in order to utilize Company services and as a condition of this Agreement, I must provide the required identification information pursuant to Company’s Know Your Customer  (“KYC”) Form and Compliance Program, including but not limited to Company’s Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “BSA/AML Program”), as applicable.  

I understand and agree that my conduct in connection with Company and my use of Company’s services is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”) including, but not limited to: Money Service Business (“MSB”) regulations under the Financial Crimes Enforcement Network (“FinCEN”); State money transmission laws; Laws, regulations, and rules of relevant tax authorities; Applicable regulations and guidance set forth by FinCEN; The Bank Secrecy Act of 1970 (“BSA”); The USA PATRIOT Act of 2001 (“Patriot Act”); AML/CTF provisions as mandated by U.S. federal law and any other rules and regulations regarding AML/CTF; Issuances from the Office of Foreign Assets Control (“OFAC”); The New York Banking Law (the “NYBL”); Regulations promulgated by the New York Department of Financial Services (“NYSDFS”) from time to time. The National Futures Association (“NFA”); The Financial Industry Regulatory Authority (“FINRA”); and The Commodity Exchange Act (“CEA”).

I agree and understand that by using Company services in any capacity in connection with the Project I agree to act in compliance with and be legally bound by this Agreement as well as the Applicable Laws and Regulations. For the avoidance of doubt, I understand and agree that the Company’s continued providing of services in connection with the Project is conditioned on my continued adherence at all times to this Agreement and all Applicable Laws and Regulations.

I HEREBY AUTHORIZE COMPANY AND ANY THIRD-PARTY SERVICE PROVIDER(S) THAT COMPANY MAY CHOOSE IN ITS ABSOLUTE DISCRETION TO TAKE ANY MEASURES THAT COMPANY CONSIDERS NECESSARY TO VERIFY AND AUTHENTICATE MY IDENTITY AND THE VALIDITY OF THE PROJECT AND ANY PARTIES RELATED TO THE PROJECT, CONFIRM THE INFORMATION I SUBMIT ABOUT MY IDENTITY AND THE PROJECT, AND TO TAKE ANY ACTION THE COMPANY MAY DEEM NECESSARY BASED ON THE RESULTS, INCLUDING BUT NOT LIMITED TO PROVIDING INFORMATION SUBMITTED BY ME REGARDING MY IDENTITY AND THE PROJECT TO THIRD-PARTIES THAT COMPANY MAY WORK WITH IN CONNECTION WITH ANY ISSUES REGARDING MY ACTIONS, THE PROJECT, OR USE OF COMPANY SERVICES, WITHOUT LIMITATION (EXCEPT LIMITATIONS REQUIRED BY APPLICABLE LAW, IF ANY).  

I understand the Company BSA/AML Program is guided by the BSA, specifically, the AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by U.S. federal law, the Patriot Act, and all other rules and regulations regarding AML and CTF. These standards are designed to prevent the use of money laundering or terrorist financing activities. The Company takes compliance very seriously and it is Company policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes.

Patriot Act Notification

Please also note that Section 326 of the USA PATRIOT ACT requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This federal requirement applies to all new users. This information is used to assist the United States government in the fight against the funding of terrorism and money-laundering activities. When each person contracts for services from Company, including in connection with the Project, the Company will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

Background Checks

In furtherance of our BSA/AML Program, the Company reserves the right to require you to provide it with additional information and require you to undergo a background check prior to using Company services, or at any point thereafter, in accordance with Applicable Laws and Regulations or as Company may deem necessary. 

Source of Funds

You agree, represent, and warrant that all funds in my account or used in connection with Company services, or funds exchanged or to be exchanged by me in the future, are not the direct or indirect proceeds of any criminal or fraudulent activity.

Sanctions Programs

Pursuant to the economic sanctions programs administered in the countries where the Company conducts business, including, but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the Company is prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that it is required to block funds associated with my account in accordance with a sanctions program, or other similar government sanctions programs, I agree the Company may: (i) suspend my account; (ii) terminate my this contract; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require me withdraw funds from my account within a certain period of time. I agree and acknowledge that the Company is not responsible for any losses, whether direct or indirect, that I may incur as a result of the Company complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

Service Modifications

I agree and understand that Company may modify part of or all of its services without notice.

Assumption of Risk

I agree and understand that I are solely responsible for determining the nature, potential value, suitability, and appropriateness of risks associated with Company services for myself and the Project. I agree and understand that I access and use Company services at my own risk. 

Third-Party Service Providers

I agree and understand that the Company may use third parties to gather, review, and transmit, assess, confirm, vet, and verify my data and activity. I agree to grant third-party providers used by the Company the right, power, and authority to access and transmit my data, activity, and personal and financial information in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

I also agree and understand that the Company may use third parties to gather, review, and submit or facilitate submitting my data and activity from it to regulatory authorities. I agree to grant third-party providers authority to access and submit your data, activity, and personal and financial information to regulatory authorities on behalf of the Company, and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

GENERAL PROVISIONS

Disclaimer of Warranties

For the avoidance of doubt, the Company is not giving investment advice, tax advice, legal advice, or other professional advice through the services it provides. Before engaging in any trading or investment activity, you should always consult a qualified professional.

THE SERVICES COMPANY PROVIDES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. THE COMPANY DOES NOT REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF SERVICES. COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.

Disclaimer of Liability

EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER COMPANY OR ANY OF ITS THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, YOUR USE OR ATTEMPTED USE OF COMPANY SERVICES, THE PROJECT, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER COMPANY NOR ANY OF ITS THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, YOUR USE OR ATTEMPTED USE OF COMPANY SERVICES.

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF COMPANY SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF ANY COMPANY PROVIDER OR CONTINGENCIES BEYOND OUR OR ANY COMPANY PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING COMPANY SERVICES. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF COMPANY SERVICES OR THE INFORMATION PROVIDED BY COMPANY OR IN CONNECTION WITH THE PROJECT.

THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. THE COMPANY DOES NOT GUARANTEE GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO COMPANY SERVICES.

IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION.

Reasonable Care

We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this Agreement, or such higher care where required by law or as specified by this Agreement.

You agree that Company cannot be held responsible for any failure or delay to act by any third-party, or any other participant that is within the time limits permitted by this Agreement or prescribed by law, or that is caused by your negligence.

In addition, you agree and understand that any act or omission made by us or any Company in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New York, or any rule or regulation of the State of New York, New York State Department of Financial Services, or a federal agency having jurisdiction over such party, shall constitute reasonable care and be commercially reasonable.

Indemnities

In no event shall Company, or its third-party service providers, be liable for any act, omission, error of judgment, or loss suffered by you in connection with this Agreement or your use or attempted use of Company services, or in connection with the Project. You agree to indemnify and hold Company harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of Company services, as well as performance or nonperformance of duties to you.

If you are a California resident, you waive California Civil Code Section 1542, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTIVE THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.”

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Legal Costs

You agree to indemnify Company for actual, reasonable legal costs and expenses, as well as reasonable attorney’s fees, that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of Company services or your Project.

Entire Agreement

This Agreement is the entire understanding and agreement entered into by and between you and Company as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Agreement), as well as every nature between and among you and us.

Assignment

This Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

Relationship of the Parties

You agree and understand that nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

Injunctive Relief

You agree and understand that your obligations and the obligations of each user set forth in this Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this Agreement or your continuation of any such breach, without the necessity of proving actual damages.

Severability

You agree and understand that if any provision of this Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this Agreement shall not be affected.

Change of Control

In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival

You agree and understand that all provisions of this Agreement, which by their nature extend beyond the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement.

Governing Law

This Agreement, your rights and obligations, and all actions contemplated by, arising out of or related to this Agreement shall be governed by the laws of the State of New York, as if this Agreement is a contract wholly entered into and wholly performed within the State of New York. 

Dispute Resolution

You agree and understand that any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in New York, New York, administered by JAMS and conducted in English, rather than in court. You expressly agree that any dispute about the scope of this Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. You agree to keep any arbitration strictly confidential.

You agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party.

You agree that any such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures (the “Rules”), with the following exceptions to such Rules if in conflict:

• Any arbitration must be commenced within one year after the claim or cause of action arises;

• The arbitration shall be conducted by one neutral arbitrator;

• You agree that service of a demand for arbitration via Written Notice constitutes sufficient written notice of the Demand for Arbitration;

• Arbitration may proceed in the absence of any party if that party has been given Written Notice of the arbitration, as specified in this Agreement and/or the Rules; and

• Each side agrees to bear its own attorney’s fees, costs, and expenses.

You agree that, wherever practicable, we will seek to appoint a fair representation of diverse arbitrators (considering gender, ethnicity and sexual orientation), and will request administering institutions to include a fair representation of diverse candidates on their rosters and list of potential arbitrator appointees.

You agree to abide by all decisions and awards rendered in such proceedings and you agree that such decisions and awards rendered by the arbitrator shall be final and conclusive.

To the extent you seek emergency relief in connection with any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof, you agree that the “Emergency Relief Procedures” provision of the Rules, currently Rule 2(c), shall govern. You agree and understand that this Agreement restricts you from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and you agree that, to the extent you breach this Agreement by seeking such relief from a court, you shall be responsible for paying Company’s attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred.

Notwithstanding the foregoing obligation to settle disputes through arbitration, you or we may assert claims, if they qualify, in small claims court in New York County or any United States county where you live.

You agree that you or we may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. You irrevocably and unconditionally agree to waive any objection that you may now or hereafter have to the laying of venue of any action or proceeding relating to enforcement of the arbital award in the federal or state courts located in the State of New York.

You agree that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR FOR ANY OTHER REASON LITIGATION PROCEEDS IN COURT THEN YOU AGREE THAT YOU AND WE:

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT OR ANY OTHER MATTER INVOLVING US HERETO, AND

• SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

You agree to arbitrate solely on an individual basis, and agree and understand that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person/entity’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then you agree and understand that the remaining portions of these arbitration provisions in this Agreement will remain in full force and effect.

You agree that this section of this Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.