Terms Of Use
1. General
1.1. These Terms and Conditions of Use (“Terms of Use”) set forth the legally binding terms and conditions for any use of the website at www.pruv.finance.com, including any subdomain and/or sub-directory thereof (“Website”) by you, a User (as defined herein).
1.2. By accessing or using the Website or any products, services, content, webpages, information offered through the Website (collectively, the “Services”), in any manner, whether directly or indirectly, you hereby represent, warrant and undertake, and are presumed to have read, understood and agreed to be bound by these Terms of Use, as well as the terms of our Privacy Policy, which is incorporated herein in its entirety, and you agree to comply with all Applicable Laws and Regulations, and rules in relation to your access to the Website and Services, regardless of whether you are a Registered User or an Approved Registered User of the Website or whether you access the Website for your own purposes or on behalf of another person.
1.3. If you do not wish to be bound by these Terms of Use, please do not access the Website or the Services. The Terms of Use constitute an agreement between you and D3 Labs with regard to your access and use of the Website and/or any part of the Services. Please read these Terms of Use carefully before using the Website and/or the Services.
1.4. The Website is owned and operated by D3 Labs and is a marketplace for Issuers looking to raise capital and Investors looking for opportunities in the private markets space. The Website also comprises a trading venue for trading of Digital Financial Asset.
2. Definitions
Term
Meaning
Account
a User’s account in respect of the Pruv, created through the Pruv Platform or otherwise.
Additional Agreements
as given in clause 3.3.
Application
the expression of interest form available on the Pruv to be submitted by an Issuer.
Applicant
a User that has applied to list an Applicant’s Digital Financial Asset on the Platform.
Applicant’s Digital Financial Asset
the Digital Financial Asset that an Applicant seeks to list on the Platform through a Listing Application.
Applicable Laws and Regulations
any legislation or other requirements having force of law, any order, writ, injunction or decree of any court, administrative agency or governmental body, and any regulatory requirements issued by any administrative agency or governmental body, or regulator including any subsidiary instruments, rules, notices, directions and guidelines issued thereunder.
Approved Registered User
a User who is either an Issuer, Investor or Applicant that has been approved by D3 Labs in accordance with clauses 7, 9 and 20.
B2B
business-to-business.
Client Monies Account
as given in clause 16.
Closing Date
the date specified by the Issuer on which an Offering will be closed.
Code of Conduct
as given in clause 24.
Confidential Information
as given in clause 28.
Custody Account
As given in clause 17.
Custodian
the licenced Digital Financial Asset custodian holding Digital Financial Asset for the benefit of Investors.
Custody Transaction
as given in clause 17.
Digital Financial Asset
any shares or other equity interests, debt securities, collective investment schemes, economic interest tokens, blockchain native tokens, wrapped security tokens, real world asset tokens, any investment tokens or any other representation of value in digital form.
Custody Transaction
as given in clause 17.
Engagement Agreement
A standard engagement agreement executed by D3 Labs and an Issuer, setting out the terms and conditions on which such Issuer can list an Offering on the Pruv.
Enhanced Due Diligence
as given in clause 12.
Fiat/Monies
fiat currency represented in US dollars.
FATF
Financial Action Task Force.
Fork
as given in clause 15.
Funds
collectively the Fiat and Stablecoins.
Fundraising Period
as given in clause 18.
2FA
two factor authentication
Intermediary Investor
an Investor which has opened an intermediary trading account on D3 Labs to trade on behalf of the Investor’s customers and whose trading account is valid and subsisting (whether or not suspended), and must be: (a) a corporation; (b) a licensed entity in a non-prohibited FATF jurisdiction; (c) have directors and key management personnel who have sufficient and satisfactory experience of at least three (3) years in the line of business and industry, including other fit and proper criteria; and (d) possess a good track record of business conduct.
Investment
participating in any Offering, Listing and/or Trading.
Investor
an Approved Registered User who has been authorised to access the Restricted Portion, and includes any Intermediary Investor.
Issuer Indicative Eligibility Requirements
the applicable eligibility criteria for an Issuer.
Issuer
an Approved Registered User, or any special purpose vehicle set up by such Approved Registered User, that is approved to list an Offering on D3 Labs.
Investor
an Approved Registered User who has been authorised to access the Restricted Portion, and includes any Intermediary Investor.
D3 Labs IP
as given in clause 27.
D3 Labs Parties
as given in clause 37.
Pruv
the online investment platform which is accessible through the Website and is operated by D3 Labs for investors to buy real world assets and for issuer to offer its real world assets
Investor
an Approved Registered User who has been authorised to access the Restricted Portion, and includes any Intermediary Investor.
KYC/AML
as given in clause 5.
Listing Application
the application submitted by the Applicant and approved by D3 Labs Listing Committee for the purposes of applying to list such Applicant’s Digital Financial Asset on Platform, which sets out certain terms and conditions in respect of Listing.
Listing Committee
The committee formed from time to time to approve the Listing of any Digital Financial Asset on Platform.
Linked Site
as given in clause 29.
Listing
The listing of any Applicant’s Digital Financial Asset on the Platform.
New Asset
as given in clause 15.
OFAC
Office of Foreign Assets Control of the U.S. Treasury Department.
Offering
the listing of a primary offer and issuance of Digital Financial Asset on the Pruv
Offering Forms
All forms and documents that D3 Labs may require from an Issuer to list their Offering on the Pruv, inclusive of any and all onboarding and AML/KYCdocuments.
Previous Asset
as given in clause 15.
Registration Data
any and all data, information, materials and/or documents required to be submitted by a User to D3 Labs for onboarding and accreditation, to either become a Registered User and/or an Approved Registered User.
Registered User
a User who has completed AML/KYC but who is not an Approved Registered User.
Restricted Portion
the section of the Website and/or the Pruv that can only be accessed by Approved Registered Users to participate in any Offering, Listing and/or Trading.
RWA
Real world assets.
Sanctions
as given in clause 21.
OJK Regulation
Regulation of Otoritas Jasa Keuangan
SF(LCB)R
Securities and Futures (Licensing and Conduct of Business) Regulations.
Site Content
as given in clause 27.
Site Metrics
as given in clause 25.
Smart Contract
a computer code that automatically executes all or parts of an agreement.
Stablecoins
digital payment tokens designed to maintain a constant value against one or more specified fiat currencies including but not limited to USDC and USDT.
Third Party Custody
As given in clause 17.
Third Party IP
as given in clause 27.
Third Party Custody Terms and Conditions
the Third Party Custody terms and conditions acknowledged by the Investors for availing the Third Party Custody provided by the Custodian.
Third Party Service Providers
as given in clause 22.
Trademark
as given in clause 27.
U.S.
United States Of America.
User Content
as given in clause 25.
User Data
as given in clause 22.
User
any user of the Website, including Registered Users and/or the Approved Registered Users.
User-to-User Dispute
as given in clause 38.
3. Updating Website and Services
3.1. D3 Labs reserves the right, in its sole and absolute discretion, with or without any notice and from time to time, to:
(a) change, supplement or correct any content, including the Terms of Use, on the Website;
(b) discontinue, change or update any product or Services; and/or
(c) to suspend or deny access to the Website, or any part thereof, to any User, for any reason.
3.2. Any such revised Terms of Use shall be effective when posted on the Website. Each User understands and agrees that the User’s continued use of the Services or the Website after D3 Labs has made any such changes constitutes the User’s acceptance of any such revised Terms of Use. The User agrees that D3 Labs shall not be liable to the User or to any third party for any such changes. Please check these Terms of Use for any updated information.
3.3. In addition to the Terms of Use, Approved Registered Users may be required to enter into additional agreements with D3 Labs that will govern their use of the Services or any related services offered by D3 Labs (“Additional Agreements”). To the extent that there is any contradiction between the Terms of Use and such Additional Agreements, the terms of such Additional Agreements shall prevail.
4. Access to Website and Services
4.1. The Website and/or Services is prohibited for any person who is a citizen, or resident of, or located in any jurisdiction where the use of the Website or Services would be unlawful or contrary to Applicable Laws and Regulations. Each User is responsible for verifying that the User’s use of the Website and/or Services is permitted in the jurisdiction where the User resides and that such use complies with any and all Applicable Laws and Regulations, orders and court decisions.
4.2. D3 Labs may, in its sole and absolute discretion, at any time and without liability, restrict or prohibit any person or entity, including but not limited to Users who use proxy servers and/or internet protocol addresses residing in certain geographical areas, from accessing the Website and/or the Services or any part thereof.
5. Account Creation and Registered User
5.1. A User must open an Account with D3 Labs to become a Registered User and/or an Approved Registered User.
5.2. As provided for on the Website, the User may create an Account by providing a username and a password. The User may receive a verification email to verify that the email address belongs to them.
5.3. After Account creation a User may be required to complete two factor authentication (“2FA”) on Pruv.
5.4. A User will be required to create a User profile and pass the customer due diligence process, which is required by D3 Labs to comply with its obligations under applicable anti-money laundering, counter-terrorist financing, anti-proliferation financing, anti-bribery and sanctions laws, rules and regulations (collectively “KYC/AML”). Upon completion and approval of a User’s KYC/AML, the User will become a Registered User.
5.5. Each Registered User can only have one Account each. Creating multiple accounts by a User will be considered a breach of these Terms of Use, and in those circumstances D3 Labs shall have discretion to investigate and close any of these Accounts.
6. Restricted Portion
Users can visit the Website and review a range of information related to D3 Labs offered on the Website. However, in order to access the Restricted Portion, a User must become an Approved Registered User. Thus, the Restricted Portion may not be available to all Users. Notwithstanding any other clauses in these Terms of Use, D3 Labs reserves the right, in its sole and absolute discretion, to deny any User access to Restricted Portion.
7. Investor Approval
7. Investor ApprovalTo become an Investor:
(a) a Registered User shall be required to complete accreditation and certify as defined under the OJK Regulation;
7.2. Each Approved Registered User shall:
(a) maintain the security of their Approved Registered User Account, password and identification (if any);
(b) maintain and promptly update the Registration Data, if any and any other information provided to D3 Labs as an Approved Registered User; and
(c) be fully responsible for all use of the Approved Registered User’s Account and for any actions that take place using the Account.
7.3. Investors may also be required to provide D3 Labs with additional and/or supplemental information in the future, upon D3 Labs’s request. Each Investor shall assume all risks associated with the Investor’s Registration Data, including reliance on its quality, accuracy or reliability by any other person or entity. Please keep in mind that D3 Labs will treat anyone who uses an Investor’s Account as the Investor himself/herself/itself. Therefore, D3 Labs recommends that Investors change their passwords from time to time, maintain the confidentiality of their respective username and passwords, and refrain from disclosing their passwords to anyone.
7.4. D3 Labs also asks that Investors notify D3 Labs immediately upon any suspicion that the Investor’s Account has been misappropriated or that that Investor’s password has been compromised.
7.5. Any Investor can terminate the Investor’s Account registration at any time by contacting D3 Labs at support@D3 Labs.io.
8. Investor's Representations and Warranties
8.1. The securities laws applicable to private company finance are complicated and unclear in many jurisdictions, but are intended to protect unsophisticated people from making bad investments. Our Website is intended for “accredited investors”, “institutional investors” and “expert investors” (as defined under the OJK Regulation) who understand the risk and are willing to bear the consequences, which may involve losing your entire investment. D3 Labs may, in its sole discretion and without liability, refuse to offer the Services to any person or entity and change its eligibility criteria at any time.
8.2. If an Investor is a natural person, the Investor represents and warrants:
(a) the Investor is at least the age of majority in the Investor’s jurisdiction, and understands and is willing to bear the risks associated with investing into any Investment, which may involve losing all of the Investor’s funds. However, if the Investor resides in a state, country or other jurisdiction that requires a higher minimum age or criteria for the Investor’s use of the Website or participation in the Services, the Investor must comply with the Applicable laws and Regulations in that jurisdiction;
(b) the Investor has a working knowledge of the usage and intricacies of Digital Financial Asset, and cryptographic and blockchain-based systems; and
(c) the Investor is not an undischarged bankrupt.
8.3. If an Investor is using the Website and/or the Services on behalf of a legal entity, the Investor represents and warrants that:
(a) such legal entity understands and is willing to bear the risks associated with investing into any Investment, which may involve losing all of such legal entity’s funds;
(b) such legal entity has a working knowledge of the usage and intricacies of Digital Financial Asset, and cryptographic and blockchain-based systems;
(c) such legal entity is not the subject of a voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership or liquidation or contemplating ceasing its business;
(d) the Investor has the right and/or authority to make such representations and/or warranties on behalf of such legal entity; and
(e) the Investor may have to submit documents to show that the Investor has the authority to enter into agreements on behalf of a legal entity.
8.4. Furthermore, each Investor represents and warrants that all Registration Data the Investor submits to D3 Labs is true and accurate.
9. Issuer and Applicant Approval
To become an Issuer or an Applicant, a Registered User will be required to fill out the requisite forms, which includes providing Registration Data such as personal, financial, tax information, and pass the KYC/AML process. Upon the successful completion by a Registered User of all the above steps and any further necessary steps, as may be determined by D3 Labs, D3 Labs may, in its sole and absolute discretion, approve the Registered User such that the Registered User shall thereafter:
(a) be deemed an Approved Registered User and Issuer, provided that the Approved Registered User and Issuer executes an agreement with D3 Labs; or
(b) be deemed an Approved Registered User and Applicant, and permitted to submit a Listing Application to D3 Labs to list such Applicant’s Digital Financial Asset on the D3 Labs Exchange.
10. Issuer Offering Forms
10.1. Any prospective Issuer seeking to list a proposed Offering may be required to submit certain Offering Forms and documents to D3 Labs. D3 Labs shall, at its absolute discretion, review any such Offering Forms and documents by assessing if the Issuer fulfills the Issuer Indicative Eligibility Requirements either alone or in combination, but:
(a) the Issuer Indicative Eligibility Requirements are not exhaustive and D3 Labs may impose additional requirements via any Additional Agreement entered into between D3 Labs and Issuer, including but not limited to an Engagement Agreement; and
(b) compliance with the Issuer Indicative Eligibility Requirements may not of itself ensure the suitability of the Offering for Listing on the Restricted Portion. While the size of an Issuer is important, greater emphasis is placed on factors such as the integrity of the management and the controlling shareholder(s) of the Issuer, an Issuer’s relative stability, an Issuer’s reputation and the quality of the Offering set out in the Offering Forms and documents submitted by the Issuer. In reviewing any such Offering Forms, D3 Labs may contact the Issuer to understand the Issuer’s requirements and the details of the proposed Offering.
10.2. D3 Labs has the sole and absolute discretion at any time to:
(a) modify the Issuer Indicative Eligibility Requirements;
(b) consider all relevant circumstances in determining whether an Issuer satisfies the Issuer Indicative Eligibility Requirements in respect of an Offering; and/or
(c) waive compliance in respect of all or any requirements mentioned in the Issuer Indicative Eligibility Requirements.
10.3. Upon review of any Offering Forms and documents, D3 Labs may, as it deems appropriate, enter into any Additional Agreements with the Issuer for the purposes of listing the Offering.
11. Verification of Registration Data
11.1. Upon creation of an Account, and from time to time thereafter, the Registration Data a User submits for registering with D3 Labs will be subject to verification, screening and monitoring, including, but not limited to, validation against third-party public and private databases or the verification of identity documents or any official government or legal documents confirming User’s identity, address, source of funds or ability to act on behalf of a legal entity, verification of corporate appointments and directorships.
11.2. Each User authorises D3 Labs, directly or indirectly, through third parties, to conduct any verification of the Registration Data which may be deemed necessary by D3 Labs, including to establish the User’s identity and location, accreditation status and to confirm the User’s ownership of the User’s digital wallet (if any), subject to the Applicable Laws and Regulations.
11.3. All Investments are subject to customer due diligence checks and onboarding, which include KYC/AML checks. D3 Labs is required to obtain, verify and record information which may include information that identifies natural persons, ultimate beneficial owners for legal entities and source of funds prior to allowing any Approved Registered User to participate in any Investment. Such Approved Registered User may be required to update such information and any Registration Data from time to time.
11.4. If an Approved Registered User’s Account has been involved in any fraud or crime or violation of any laws and regulations, or has been accessed unlawfully, or is otherwise involved in suspicious activity, then D3 Labs reserves the right to investigate any such suspicious activity and to request documentation to confirm authenticity and accuracy of any Registration Data the Approved Registered User provided to D3 Labs. The Approved Registered User’s Account may be restricted, closed or frozen while the investigation is pending.
11.5. Any Registration Data the User is required to provide D3 Labs during the Account registration and approval process will be handled in accordance with the
12. Enhanced Due Diligence
D3 Labs may, in its sole and absolute discretion and at any time, require any User to submit additional information, documents and/or records about the User or the entity on whose behalf the User acts, or provide information about the User’s key management personnel, beneficial owners and/or directors (collectively, “Enhanced Due Diligence”). D3 Labs may charge the User fees for such Enhanced Due Diligence but D3 Labs will provide the User with prior notice in such circumstances.
13. Fees and Payments
D3 Labs does not charge Investors any Account creation fees. However, D3 Labs may charge other fees to use the Services available on the Website, which includes but is not limited to the following:
(a) Trading Fees;
(b) Any applicable gas fee related to any blockchain transaction;
(c) Capital raising fee;
(d) Administration and corporate services fees;
(e) Software as a service fees;
(f) Onboarding fees;
(g) Advisory and consulting fee;
(h) Custody fees; and
(i) Any other fees to be determined on a case-by-case basis.
14. Investments
14.1. All Registered Users can access general information but only Investors can access the Restricted Portion to make Investments. An Investor can also see details and documents regarding any Offering, Listing or Trading, before making an Investment decision.
14.2. D3 Labs conducts due diligence prior to any Offering, Listing or Trading on the Restricted Portion. However, D3 Labs does not make any representations or warranties to any Users in respect of any such due diligence and D3 Labs shall not be held liable for any errors, insufficiency, omissions or any inaccurate, misleading or false information contained in any such due diligence.
14.3. In order to make any Investment, each Investor accepts and acknowledges the following:
(a) Investment opportunities are made available on the Restricted Portion for the Investors to evaluate. Prior to making an Investment decision, the Investor should make the Investor’s own determination of the accuracy, adequacy, completeness and reliability of the information and materials available on the Website, perform the Investor’s own due diligence and seek advice from an independent legal, tax or financial advisor, where necessary, to determine the suitability and appropriateness of the Investment;
(b) The Investor is responsible for undertaking the Investor’s own independent investigation and assessment of all Investment opportunities, and the independent verification of any information provided through the Website;
(c) The Investor has made all necessary inquiries in respect of the relevant Digital Financial Asset, including, but not limited to, their nature and objective, their key benefits and risks, their key rights and obligations, the ease of liquidating the Digital Financial Asset, the commitment required, pricing, the fees and charges to be borne by the Investor, and any applicable charges or restrictions on withdrawal, surrender, buy back or redemption of the Digital Financial Asset;
(d) The Investor shall be solely responsible, to the exclusion of D3 Labs, for any and all of the Investor’s tax obligations that may arise from the Investor’s use of the Website;
(e) The Investor is financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and the Investor has a working knowledge of the usage and intricacies of Digital Financial Asset, including that:
(i) blockchain-based transactions are irreversible;
(ii) markets for Digital Financial Asset are highly volatile due to factors such as adoption, speculation, technology, security, thefts, fraud, loss of Digital Financial Asset, digital wallets and/or private keys, and regulation;
(iii) the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time; and
(iv) Digital Financial Asset may lose some or all of their value while they are invested through the Pruv, through the fluctuation of prices or volatility in the market.
(f) The Investor may be required to agree to certain disclosures before being allowed to make any Investment;
(g) The Investor is fully aware of the risks involved in any Investment. The Investor shall not make any Investment if the Investor does not understand the risks of such an Investment. Any Investment made by the Investor is at the Investor’s own risk;
(h) D3 Labs shall not be liable for any loss, damage or liability which the Investor may incur in respect of any Investments made through Pruv;
(i) The Pruv is dependent on the availability of telecommunication and internet access. Therefore, the Investor accepts the risk of any failure of access to an internet network due to local, hardware and/or software issues. D3 Labs shall not be responsible for any communication failures, technical disruption, errors, or delays, howsoever caused, which the Investor may experience when making Investments on the D3 Labs;
(j) D3 Labs shall not be liable for any act or omission of the Investor which causes any default, failure or cessation of any Investment, including but not limited to any incorrect or incomplete payment or transfer of Funds by the Investor. D3 Labs accepts no responsibility for any such act or omission of the Investor;
(k) There may be resale restrictions applicable to a Digital Financial Asset in respect of an Investment, which the Investor is required to and deemed to have knowledge of;
(l) Any document or material in connection with any Investment does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation;
(m) Participation in any Investment will be subject to the specific terms of that Investment. D3 Labs makes no representation or warranty that any Investment will take place, or that if it takes place, that any Investor will be allowed to participate; and
(n) D3 Labs reserves the right to discontinue any Investment activity at any time and in its sole and absolute discretion. In such circumstances, Investors shall not have any right, claim or cause of action in any way whatsoever against D3 Labs in relation to such discontinuation.
14.4. Each Investor acknowledges that he/she/it is fully aware of the risks involved in undertaking any Investment, including but not limited to, the following:
(a) The regulation of Digital Financial Asset is still in a very nascent stage of development, globally. A high degree of uncertainty as to how Digital Financial Asset and related activities are to be treated, exists. The applicable legal, regulatory and tax framework may change in future. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on Digital Financial Asset. Each Investor should seek independent advice prior to deciding whether to undertake any Investment;
(b) Digital Financial Asset are blockchain-based and the security, transferability, storage and accessibility of Digital Financial Asset depend on factors outside of D3 Labs control, such as the security, stability and suitability of the underlying blockchain, mining disruptions, and who has access to the private key of any digital wallet where Digital Financial Asset are stored. D3 Labs does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of the Digital Financial Asset. Adverse events caused by such external factors may result in the loss of some or all Digital Financial Asset acquired and such loss may be irreversible;
(c) Digital Financial Asset transactions may be irreversible. This includes transactions made fraudulently, erroneously, or accidentally. Digital Financial Asset involved in such irreversible transactions may not be recoverable;
(d) The computer code for the Smart Contract for Digital Financial Asset may contain flaws, errors, defects and bugs, which may disable some functionality of the such Digital Financial Asset, expose an Investor’s information or otherwise be harmful to the Investor. Each Investor should review the functioning of the Smart Contract underpinning Digital Financial Asset and seek advice from third party experts, if necessary, to understand it, before undertaking any Investment. Should the Smart Contract, based on which the Digital Financial Asset are operated, cease to function for any reason, the ability of any existing Investor to transfer such Digital Financial Asset to third parties or the ability of the transferees of such Digital Financial Asset to exercise the rights associated with such Digital Financial Asset may be impaired;
(e) No assurance can be given that an active and liquid trading market, or even a market at all, will develop or continue for the Digital Financial Asset. The market price of Digital Financial Asset (to the extent such a market develops) may be highly volatile. Such volatility could be caused not only by events involving the Issuer or Applicant but also by changes in general conditions in the economy or the financial markets. As a result of such fluctuations, Investors may not be able to resell their Digital Financial Asset and may incur losses. Factors that could cause this volatility of the market price of Digital Financial Asset include but are not limited to:
(i) perception of the success and impact of the Applicant or Issuer, and/or Digital Financial Asset;
(ii) the entrance of new competitors or new products in the markets of the Applicant or Issuer, and/or Digital Financial Asset;
(iii) the liquidity of the market for the Digital Financial Asset;
(iv) new laws or regulations or changes in interpretations of existing laws and regulations affecting the Applicant or Issuer, and/or Digital Financial Asset;
(v) general market and economic conditions; (vi) sentiment in the crypto industry; (vii) announcements of developments related to the Applicant’s or Issuer’s business; and/or
(viii) local market conditions;
(f) Digital Financial Asset may be subject to the risk of market manipulation if the number of Digital Financial Asset available for trading is low and/or the venues available for trading Digital Financial Asset, such as exchanges, are limited;
(g) Digital Financial Asset may be affected if the Applicant or Issuer becomes the subject of a voluntary or involuntary petition in bankruptcy, or any voluntary or involuntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors, or ceases doing business. In such circumstances, Investors may not have full or any recourse;
(h) Each Investor is responsible for knowing such Investor’s digital wallet private keys and keeping them a secret. A private key, or a combination of private keys, is necessary to control and dispose of Digital Financial Asset stored in the Investor’s digital wallet. The loss of an Investor’s private keys associated with the Investor’s digital wallet may result in the loss of the Investor’s Digital Financial Asset through misappropriation or otherwise. Pruv never ask for an Investor’s private keys; and
(i) D3 Labs is not responsible for and/or obliged to take steps to retrieve Digital Financial Asset lost in any manner.
14.5. In the event of a default, failure or cessation of any Investment not due to the fault or election of Investors, D3 Labs may, in its sole and absolute discretion, assist Investors with different recovery options, provided, however, that any costs in connection with any such recovery efforts shall be borne by the Investors.
15. Forks
15.1. Software protocols governing a Digital Security can experience sudden changes in operating rules that are outside D3 Labs control (each change being a “Fork”). A Fork can have a material change on the operation, functionality, value or even name of a Digital Security. If a Fork occurs, it may result in the creation of a new Digital Security (“New Asset”) which is related to an existing Digital Security (“Previous Asset”). Therefore, Forks may result in multiple versions of a Digital Security and each version could have a very different, and possibly lower, value than before the Fork.
15.2. If a Fork occurs, each User understands, acknowledges and agrees that D3 Labs may temporarily suspend the operations of the Pruv while D3 Labs determines, in its sole and absolute discretion, whether to support the New Asset, the Previous Asset, or both, and D3 Labs shall have the right to continue such suspension for such length of time as D3 Labs deems necessary to make such a determination.
15.3. D3 Labs may, in its sole and absolute discretion:
(a) obtain and retain the New Asset as D3 Labs’s own property; or
(b) recall and burn Previous Assets and make the New Assets available to Users according to each User’s corresponding holdings of the Previous Asset at the time of the Fork, subject to the withholding and retention of reasonable compensation by D3 Labs for the cost of making the New Assets available to Users (at D3 Labs’s sole and absolute determination). For the avoidance of doubt, Users have no right to any New Asset.
15.4. Each User agrees that D3 Labs is not responsible or liable to any User and any User shall hold D3 Labs harmless in respect of any losses or damages (including lost profits) which may occur as the result of a change in the underlying software protocol of a Digital Financial Asset, a Fork, D3 Labs determination to support or not support any particular Fork or modified software protocol, and any suspension to the Pruv while D3 Labs makes such determination.
16. Approved Registered User's Monies
16.1. Unless otherwise specified by an Approved Registered User in writing, all Approved Registered User’s monies are deposited in a designated client money account (“Client Monies Account”) with a specified financial institution or a specified custodian as defined under SF (LCB)R. All Approved Registered User’s monies received by D3 Labs shall be held in Client Monies Account segregated from its own monies and assets.
16.2. An Investor is required to transfer the Investment amount through USDC/USDT wallet.
16.3. D3 Labs allows an Investor to make an Investment in an Offering listed on Issuer Platform in Stablecoins. An Investor will be required to pre-fund Stablecoins in its whitelisted digital wallet on D3 Labs. Upon Investment, the requisite Stablecoins will have to be transferred by the Investor to the Custody Account where it shall be kept on hold until the Closing Date.
17. Investor Assets - Custody Provisions
Investora understand that when making an Investment into an Offering listed on the Pruv, D3 Labs does not provide any custodian arrangement, and the custodian arrangement will be used on an asset type basis and shall be provided by the Issuer.
18. Pruv
18.1. An Issuer may list an Offering on Pruv by executing an Engagement Agreement with D3 Labs, subject to D3 Labs’s approval in each case, which shall be in D3 Labs’s sole and absolute discretion.
18.2. The details of any Offering are provided by Issuers and are only meant for the Investors’ information, and D3 Labs does not provide any warranty as to the accuracy, truth and/or completeness of any such details. D3 Labs shall not be held liable for any errors, omissions or any inaccurate, misleading or false information provided by any Issuer in respect of any Offering.
18.3. D3 Labs may undertake social media reach-outs, reach-outs to targeted prospective Investors and/or marketing campaigns such as ask-me-anything sessions, on behalf of the Issuer.
18.4. In respect of any Offering, Investors may be required to sign a non-disclosure agreement with the Issuer prior to viewing the documents related to any Offering.
18.5. An Investor may make an offer in respect of an Offering by specifying the number of Digital Financial Asset sought and the purchase amount, and such offer shall be subject to the approval and/or acceptance of the Issuer and/or D3 Labs. All Offerings are open on the D3 Labs from Listing until the Closing Date (“Fundraising Period”), which shall be specified, and may be extended, by the Issuer on Pruv. However, if the prescribed soft cap (if any) is fulfilled before the Closing Date, the Issuer may, in its sole and absolute discretion, choose to close the Offering before the Closing Date.
18.6. When making an offer in respect of an Offering:
(a) an Investor shall deposit the relevant Funds;
(b) such Funds shall be locked until the Investor’s offer is accepted and/or approved by the Issuer and/or D3 Labs;
(c) upon approval and/or acceptance by the Issuer and/or D3 Labs, the Investor may be required to sign a purchase agreement/subscription document and any other document necessary to complete the Investment into the Offering, and thereafter:
(i) such Funds shall be released to the Issuer, less any applicable fee(s) payable to D3 Labs; and
(ii) the corresponding Digital Financial Asset in respect of that Offering shall be transferred or made available to the Investor for Third Party Custody.
18.7. D3 Labs does not guarantee that an Offering will be successful or fulfill its soft cap (if any), or that an Offering will remain open for any guaranteed amount of time. An Offering may be terminated or cancelled:
(a) at the discretion of the Issuer; or
(b) by D3 Labs for violation of the Terms of Use or the relevant Engagement Agreement.
18.8. If an Offering is terminated or cancelled at any time before the Closing Date:
(a) all Funds committed by each Investor into the Offering shall be returned to the Investor without interest and after deduction of any fee(s) payable to D3 Labs; and
(b) the Investor understands and accepts such risk, and the Investor acknowledges that the Investor shall have no recourse against D3 Labs in such circumstances.
18.9. D3 Labs may use commercially reasonable efforts to ensure that Issuers provide regular updates to Investors regarding any ongoing Offerings.
18.10. Any Stablecoin paid into by an Investor by transfer or any other means, if withdrawn by the Investor shall be returned, or will be repaid to the same wallet from which they were originally sent.
19. Termination of User Account
19.1. D3 Labs reserves the right to erase any or all of a User’s information from the Website, as well as to suspend, terminate or cancel a User’s Account without notice or liability, at any time, in its sole and absolute discretion. However, D3 Labs may maintain copies of any User’s information insofar as necessary to comply with any record-keeping obligations prescribed by Applicable Laws and Regulations.
19.2. If D3 Labs has reason to suspect that a User has breached the Terms of Use or committed any fraud in respect of use of the Website and/or the Services, or attempted to do so, or that any of the User’s information is not authorized, correct, current or complete, D3 Labs may, in addition to taking or reserving any other remedies against the User (including those provided under the Applicable Laws and Regulations), suspend, terminate or cancel the User’s Account.
19.3. Any suspension, termination or cancellation of the User’s Account shall not affect any provisions of the Terms of Use, such as indemnification and limitations of liability, that are, by their nature, intended to survive such suspension, termination or cancellation. Additionally, the User may write to D3 Labs at support@D3 Labs.io to request to suspend, terminate or cancel the User’s Account, where it may take up to thirty (30) days to process such request. Suspension, termination or cancellation of any User’s Account shall not be effective until the User has discharged all of the User’s obligations to any other User and/or to D3 Labs.
20. International Investors
D3 Labs currently does not accept persons or entities from those registered on FATF Blacklist and/or maintained under the Sanctions, the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC and according D3 Labs policy cannot approved to become Investor.
21. U.S. and U.N. Economic Sanctions
Each Register User represents that the Registered User or the legal entity on whose behalf the User acts, is not:
(a) currently subject to any sanctions administered or enforced by any sanctions authorities (collectively, the “Sanctions”) and has not entered into or is not a party to any agreement, transaction or Offering which would result in any violation of any provision of the Sanctions;
(b) located, organised or resident in a country or territory that is the subject of Sanctions or the FATF’s Blacklist; and/or
(c) listed in any list of sanctioned persons, including those maintained under the Sanctions, the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC.
22. Third Party Service Provider
In order to provide Users with the Services or any part thereof, D3 Labs may have outsourced and/or entered into agreements or have API integrations with some B2B business partners, financial institutions, banks, securities licence holders and custodians (collectively the “Third Party Service Providers”). In D3 Labs’s endeavour to provide the Services, D3 Labs may be required to transfer, transmit, distribute and/or publish all or any content, information, personal data, communication, including Registration Data, (collectively, the “User Data”) provided by any User, to these Third Parties Service Providers. Each User hereby grants to D3 Labs and our agents a perpetual, non-exclusive, worldwide, royalty free, irrevocable licence and right to transfer and transmit the User Data to these Third Parties Service Providers, subject to the Privacy Policy.
23. No Professional Advice Provided
23.1. Although D3 Labs is an exempt financial advisor for providing advice on units in a collective investment scheme, D3 Labs does not provide any financial, legal, tax or investment advice or any form of recommendation regarding the suitability or quality of any Offering on the Website, and nothing on the Website or the information provided in connection with any Offering will be construed or interpreted as such.
23.2. Investment overviews on the Website contain summaries of the purpose and principal business terms of the Offering. Such summaries are intended for informational purposes only and do not purport to be complete, and each is qualified in its entirety by any accompanying investment offering documents provided by the Issuer in relation to such Offering.
23.3. All investment terms are set by the Issuers. D3 Labs does not make any warranty as to the completeness or accuracy of any information provided by Issuers and/or Applicants. The information contained in any documents and all information contained in the Website have been prepared without reference to any particular Investor’s investment requirements or financial situation.
23.4. Investors should consult with their own professional tax, legal, financial and other advisors before making any investment. Neither D3 Labs nor its affiliates or subsidiaries shall be regarded as advising on the suitability of any Investment opportunity presented on the Website.
23.5. Neither D3 Labs nor its affiliates or subsidiaries shall be regarded as advising on the suitability of any Offering presented on the Website.
23.6. Though there is no restriction on the amount an Investor can invest on the Pruv, however as a general caution no Investor should invest more money than they can afford to lose.
24. Code of Conduct
24.1. As a condition to a User’s use of the Website and the Services, each User agrees to the provisions set out in this clause (“Code of Conduct”).
24.2. Each User agrees to use the Services only for purposes that are legal, proper and in accordance with these Terms of Use and any Applicable Laws and Regulations.
24.3. When using the Website and/or the Services, each User may NOT:
(a) upload, post, email, or otherwise transmit any images or other content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable;
(b) use this Website in any way that is unlawful, harms D3 Labs’s business, D3 Labs’s service providers, licensors, representatives or any other user or breaches any policy or notice on the Website;
(c) use the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with any other party’s use and enjoyment of the Service;
(d) modify, adapt, translate, or reverse engineer any portion of the Website;
(e) advertise, solicit any User to buy or sell any products or services through the Website;
(f) attempt to gain unauthorized access to the Website, the Service, or the computer systems or networks connected to the Service through hacking, password mining or any other means;
(g) engage in any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including but not limited to the deployment of viruses and denial of service attacks;
(h) create user accounts by automated means or under false or fraudulent pretenses;
(i) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature to or through the Website or Service;
(j) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as privacy rights, of any other person or entity;
(k) upload, publish, provide, display, post or transmit any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless the User is the owner of such rights or has the permission of the owner to do so;
(l) upload, publish, provide, display, post or transmit any materials that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law;
(m) run mail list, or any form of auto-responder or “spam” on the Website and/or Services;
(n) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website, including to engage in the practices of “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
(o) interfere or attempt to interfere with the proper working of the Website and/or Service or the Services or any activities conducted on the Website, including to utilize framing or mirroring techniques to enclose any content or other proprietary information, place pop-up windows over the Website pages, or otherwise affect the display of the Website pages;
(p) download and distribute any files posted by any other User of D3 Labs;
(q) impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any materials;
(r) remove any copyright, trademark or other proprietary rights notices contained in or on the Website or Service;
(s) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website or Service or collect information about its Users for any unauthorized purpose;
(t) promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;
(u) use the Website and/or the Services for any commercial purpose whatsoever other than for your personal use, including (without limitation) soliciting other users for investments of any kind, offering or selling any products or services of any kind, and making investment recommendations to other users.
(v) engage in any activity that seeks to defraud D3 Labs or any other person or entity, including but not limited to providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
25. User Participation
25.1. D3 Labs reserves the right to, but has no obligation and assumes no obligation, to monitor each User’s use of the Website. D3 Labs may compile records of visits or hits with respect to certain pages or information that are available on the Website. The Website uses cookies to monitor browsing preferences. D3 Labs may also compile information and other metrics concerning User interactions and other features of the Website (“Site Metrics”). D3 Labs is under no obligation to provide any User with Site Metrics or any other information related to the use of the Website and/or the Services.
25.2. The Services may allow Users to submit, post, transmit, and share content with other Users. Each User is solely responsible for any such content (which may include photos, profiles, messages, notes, text, information, music, video, contact information, advertisements, or other content) that they upload, publish, provide, or display on or through the Service or the Website, or transmit to or share with other Registered Users (collectively, the "User Content"). Users understand and agree that D3 Labs may review and delete, edit, or remove (without notice) any User Content at our sole discretion, including but not limited to content that we believe violates these Terms of Use, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of Registered Users or others. However, please note that D3 Labs does not control and does not endorse any User Content. When a User uses the Website and accesses any User Content, they do so at their own risk, and D3 Labs expressly disclaims responsibility for User Content provided as part of our Services.
25.3. By posting User Content to any part of the Website, a User automatically grants, and represents and warrants that they have the right to grant, D3 Labs a royalty-free, irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and utilize such User Content for any purpose on or in connection with the Website or its promotion, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. A User may remove their User Content from the Website at any time; however, the license granted above will not expire upon removal. No compensation will be paid for D3 Labs’s use of any User Content under this grant. By posting User Content on the Website, the Users are also granting all other Users the same license as provided above.
26. Monitoring and Revocation of User Privileges
We expect you to act responsibly, and to respect the rights of others. We seek to protect the integrity and security of our Website, and the right to protect our community of Users from claims of intellectual property infringement and other claims or threats. We reserve the right, in our discretion (i) to monitor your use of the Website, email and other User Content transmitted through the Website, (ii) to remove, edit, or refuse to post User Content, (iii) to restrict access from certain other websites or resources, and (iv) to take other actions we deem necessary to protect our Website and our community of users. As a Service to our Users, we may compile records of visits or hits with respect to certain pages or information that are available on our Website. Although we have no, and assume no obligation to monitor activities on our Website, we may employ filters designed to detect and block the transmission of messages that conflict with our Terms of Use. We reserve the right, with or without notice to you, to terminate or suspend your access to some or all of the Website or our Services, if you engage in activities that we conclude, in our sole discretion, breach our Terms of Use.
27. Intellectual Property Rights
27.1. D3 Labs and its licensors (where applicable) hold intellectual property rights with respect to the Website and/or the Services, and retain all rights, titles and interests in and to, including but not limited to, the following:
(a) all “D3 Labs” logos, tag lines, trademarks and/or other indications of source and quality (whether registered or protected under common law) (collectively, the “Trademarks”);
(b) all content available or through the Website, including but not limited to databases, data, documents, designs, text, graphics, pictures, videos, information, software, music, sounds, underlying source codes, code repositories and other files, and their selection and arrangement (“Site Content”);
(c) Pruv, processes and the technology that powers the Website and is made available to use from the Website (collectively referred to as “D3 Labs IP”). Rights in other marks, logos and content which appear on the Website are reserved to the owners thereof (“Third Party IP”). Nothing on this Website should be construed as granting by implication, estoppel or otherwise, any licence or right to use any of the D3 Labs IP or the Third Party IP without the written consent of D3 Labs or the applicable owner.
27.2. Users shall not modify, copy, distribute, reverse engineer, reproduce, republish, display, transmit, decompile, create derivative works from, transfer or sell in any form or by any means, in whole or in part, without D3 Labs’s prior written permission, the Website, the Services and/or any D3 Labs IP, or any part thereof, except that, if a User is eligible to use the Website, the User is granted the right to access and use the Website and to download or print a copy of any portion of the Site Content solely for the User’s personal use and in connection with the User’s use of the Services. Users may not republish Site Content on any internet, intranet or extranet site or incorporate the Site Content in any other database or compilation, and any other use of the Site Content is strictly prohibited.
27.3. All of the D3 Labs IP may not be used publicly except with express written permission from D3 Labs and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits D3 Labs.
27.4. Any use of the D3 Labs IP or the Third Party IP other than as specifically authorized herein, without the prior written permission of D3 Labs or the applicable owner, is strictly prohibited. Such unauthorized use may also violate Applicable Laws and Regulations including without limitation copyright and trademark laws and applicable regulations and statutes.
28. Confidentiality
28.1. The Website contains confidential and sensitive trade secrets of D3 Labs. The Website also includes content and information provided and/or posted by third parties, including information with respect to the business and/or financials and/or activities of Users, which may be deemed as confidential. Confidential information includes non-public information that D3 Labs, its affiliates, any Issuer or any other third parties furnish or otherwise make available to you with respect to any investment opportunity, including but not limited to, any reports, marketing or promotional materials, analyses, compilations, forecasts, memoranda, notes, studies and any other written or electronic materials:
(a) that is designated as “Confidential” or “Proprietary”;
(b) that is only available to Registered User ; or
(c) that you should reasonably understood to be confidential
(collectively, “Confidential Information”).
28.2. Each User shall retain any Confidential Information in confidence, and shall not, without the prior written approval of D3 Labs or the applicable owner of Confidential Information, publish or otherwise disclose to others, or use such Confidential Information, for any purpose other than for the purposes of reaching a decision whether to make any Investment with and/or through the D3 Labs Swap Platform. Each User agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed to the User’s employees or agents in violation of these Terms of Use. Each User will use at least the same degree of care in safeguarding the Confidential Information as you use in safeguarding your own confidential information and trade secrets, but shall use not less than reasonable care and diligence. Upon D3 Labs’s written request you will promptly destroy or return the Confidential Information and any copies thereof.
28.3. Each User’s right to the Confidential Information under the Terms of Use will not apply to Confidential Information which the User can demonstrate:
(a) is or becomes a matter of public knowledge through no fault of the User;
(b) was or becomes available to the User on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to D3 Labs Swap with respect to such Confidential Information;
(c) was independently developed by the User without reference to the Confidential Information; or
(d) is required to be disclosed by law, provided that the User promptly notifies D3 Labs in order to provide D3 Labs with an opportunity to seek a protective order or other relief with respect to such impending disclosure.
29. Linked Sites
29.1. The Website may contain links or produce search results that reference links to third party websites products and services (“Linked Sites“). The inclusion of any Linked Site is not, and shall not be construed to imply, an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by D3 Labs of any information, material, products, or services contained in or accessible through any Linked Site. D3 Labs has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites or the User’s use of or inability to use any Linked Site.
29.2. Access and use of Linked Sites, including the information, material, products, and services on Linked Sites or available through Linked Sites, is solely at User’s own risk. D3 Labs makes no warranty that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device.
29.3. A User’s access and use of the Linked Sites are governed by the terms of use and privacy policies of such Linked Sites, and D3 Labs encourages Users to carefully review all such terms and policies.
30. Consent to Receive Emails and Correspondencies
Users acknowledge and agree that D3 Labs may send Users email messages about D3 Labs, its Services and/or Offerings listed on the Pruv. A user may choose to deactivate their account and/or be removed from D3 Labs’s mailing list. Users will also be given the opportunity to unsubscribe from commercial messages in any such email that D3 Labs sends.
31. Electronic Transactions and Disclosures
31.1. Some of the Services D3 Labs provides allows Users to transact business online and electronically. Each User consents to transact business with D3 Labs online and electronically, provided that such transactions are permitted under Applicable Laws and Regulations of the jurisdiction where the User resides. Each User also expressly consents to receiving calls and messages, including auto-dialed and pre-recorded message calls, and text messages from D3 Labs or it’s affiliates, marketing partners, agents and others calling at their request or on their behalf, at any telephone numbers that User has provided or may provide in the future.
31.2. To use the Website and/or Services, each User must also consent to D3 Labs giving the User certain disclosures electronically, either via our Website or to any email address provided by the User to D3 Labs. By agreeing to the Terms of Use, each User agrees to electronically receive all and any documents, communications, notices, contracts, and agreements, including tax forms, schedules or information statements, arising from or relating to the User’s Account registration, any Investments made and/or the User’s use of this Services or any part thereof, from D3 Labs or any service provider.
31.3. Any of the User’s aforementioned consent in this clause will remain in effect for so long as the User does not cease to be a User and if the User ceases to be a User, such consent will continue until such time as all disclosures relevant to use of the Website and/or the Services that occurred prior to cessation of being a User have been made. Unless a User has any outstanding Investments made through the Pruv, such User may withdraw such consent. If the User is permitted to withdraw such consent and does so, D3 Labs will terminate the User’s Account.
32. User Disputes
Each User is solely responsible for the User’s interactions with other Users. D3 Labs reserves the right, but has no obligation, to monitor disputes between any Users.
33. Privacy
D3 Labs respects each User’s privacy and limits the sharing of each User’s User data with third parties subject to these Terms for Use and the Privacy Policy. Please review our Privacy Policy for more information. By using the Website and/or the Services, each User acknowledges and consents to having User’s User Data transferred to, processed and stored by D3 Labs as described in the Privacy Policy, which may be amended by D3 Labs from time to time.
34. Disclaimers
34.1. We reserve the right to change any and all content contained in the Website and any Services offered through the Website at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by D3 Labs.
34.2. Use of the Website in violation of applicable laws and regulations is strictly prohibited. Users are solely responsible for ensuring that their use of the Website and participation in transactions offered on the Website are legal in their jurisdiction and comply with all applicable laws, regulations, orders, and court decisions. If Users are uncertain about the legality in their jurisdiction, D3 Labs recommends consulting legal counsel. Accessing, registering for, or using the Website is done at the User's own risk.
34.3. D3 Labs is not responsible for any loss caused by unauthorized use of any method of payment used in connection with the Website. Any attempt to defraud the Website or failure to honor legitimate charges or other commitments may in our discretion result in termination of a User’s Account, voiding of prior transactions, criminal and civil prosecution and any other remedy D3 Labs chooses to apply.
35. No Warranty and Limitation of Liability
35.1. D3 Labs does not guarantee the accuracy of any information posted on this Website, including any Investment information or the content provided by third parties and if any User chooses to rely on such information, the User does so at User’s own risk. In addition, D3 Labs cannot guarantee and does not promise any specific results, relating to investments or otherwise, from use of the Website and/or the Service.
35.2. Under no circumstances shall D3 Labs or any of its officers, directors, employees, contractors, agents, affiliates or subsidiaries be liable to any User for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible property, arising out of or relating to any access or use of the Website and/or the Services, nor any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Website and/or the Services or the information contained within them. D3 Labs assumes no liability or responsibility for any:
(a) errors, mistakes or inaccuracies of any content available through the Website and/or the Services, including Investment information and Site Content;
(b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Website and/or the Services;
(c) unauthorized access or use of any secure server or database in D3 Labs’s control, or the use of any information or data stored therein;
(d) interruption or cessation of function related to the Website and/or the Services, for any reason including maintenance;
(e) bugs, viruses, trojan horses or the like that may be transmitted to or through the Website and/or the Services;
(f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Website and/or the Services; and
(g) the acts, omissions or defamatory, offensive or illegal conduct of any other party;
(h) any incorrect or improper functioning of any Smart Contracts, or any other functions of the Website and/or Services;
(i) any failed, incorrect or incomplete transactions or Investments.
35.3. Under no circumstances shall D3 Labs or any of its officers, directors, employees, contractors, agents, affiliates or subsidiaries be liable to any User for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount paid by any User to D3 Labs in exchange for access to and use of the Website and/or the Services, or on Platform, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, and even if Investor has been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages, and in those circumstances, some of the disclaimers and limitations set forth in the Terms of Use may not apply. This limitation of liability provision shall apply to the fullest extent permitted by law.
35.4. The Terms of Use are not intended to, and do not, create or impose any fiduciary duties on D3 Labs. To the fullest extent permitted by law, each User acknowledges and agrees that D3 Labs owes no fiduciary duties or liabilities to any User or any legal entities on behalf of which a User acts, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived and eliminated.
35.5. Unless otherwise stated, D3 Labs makes no representation or warranty regarding Pruv’s compliance with any state, international or federal or international Digital Financial Asset, or other Applicable Laws and Regulations for private placement or similar Digital Financial Asset Offerings.
35.6. THE WEBSITE AND/OR SERVICES ARE OFFERED ON AN “AS-IS” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS, INFINI3 MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE USE OF THE WEBSITE AND/OR THE SERVICES.
36. Force Majeure
Under no circumstances shall D3 Labs be held liable for any delay or failure in performance of the Website and/or the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, network congestions, security breaches, bugs in technology stacks, computer failures, other equipment failures, electrical failures, strikes, labour disputes, riots, civil disturbances, fires, floods, storms, explosions, acts of God, war, disease or pandemics, governmental actions or non-performance of third parties.
37. Indemnification
37.1. Each User agrees to indemnify, defend and hold D3 Labs, as well as D3 Labs’s, subsidiaries, affiliates, related companies, suppliers, licensors, partners and/or representatives, including the shareholders, officers, directors, employees, contractors, agents and representatives of each of them (collectively, “D3 Labs Parties”) harmless from any and all claims, liability, damages , expenses and/or costs (including, but not limited to, attorneys’ fees) arising out of or relating to:
(a) the User’s access to or use of the Website and/or the Services;
(b) the User’s violation of the Terms of Use;
(c) any infringement by any User or any third party using the User’s Account, of any intellectual property or other right of any person or entity;
(d) or the nature and content of all materials, information, data, statements and other visual, graphical, written communications of any nature submitted by the User or otherwise processed through the User’s Account.
37.2 D3 Labs reserves the right to, but is not obligated to assume the exclusive defense and control of any matter for which any User is required to indemnify any of the D3 Labs Parties, and such User agrees to cooperate with D3 Labs’s defense of such claims. The User agrees not to settle any such matter without D3 Labs’s prior written consent. D3 Labs will use reasonable efforts to notify the User of any such claim, action or proceeding when D3 Labs becomes aware of it. Each of the D3 Labs Parties is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms.
38. Other Disputes
38.1. Each User is solely responsible for the User’s interaction with other Users (or other Website visitors) that involve or arise from the User’s use of the Website and/or the Services. Although D3 Labs may monitor claims by any User against any other Users (“User-to-User Dispute”), D3 Labs has no obligation to become involved in such claims.
38.2. These Terms of Use do not govern any disputes any User may have with other Users, other Website visitors, Third Party Service Providers and/or any other third party.
39. No Waiver
Any failure to exercise or enforce any provision contained in these Terms of Use does not constitute a continuing waiver of our right to exercise or enforce that provision at any subsequent time. A waiver of any of D3 Labs’s right under these Terms of Use shall only be valid if in writing and signed by D3 Labs.
40. Severability
If any provision contained in these Terms of Use is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof. In such circumstances, the Terms of Use shall continue in force as if such invalid, unlawful or unenforceable provision was severed from these Terms of Use.
41. Sub-Delegation
D3 Labs may sub-delegate or sub-contract or outsource the performance of any of D3 Labs’s functions in connection with the Website and/or the Services.
42. Assignment
These Terms of Use and any rights or obligations under these Terms of Use:
(a) shall not be assigned, novated and/or transferred by any User except with D3 Labs’s prior written consent; and
(b) may be assigned, novated and/or transferred by D3 Labs without restriction. Subject to the foregoing, the Terms of Use will bind and inure to the successors and permitted assigns of D3 Labs.
43. English Translation
If these Terms of Use are translated into a language other than English, the English text shall always prevail.
44. Governing Law
By visiting or using the Website and/or the Services, each User agrees that the laws of Republic of Indonesia, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern these Terms of Use.
45. Dispute Resolution
45.1. To the extent permitted by law, any and all claims and/or causes of action that any User may have against D3 Labs and/or any of its representatives, arising out of these Terms of Use or otherwise, shall expire, extinguish and lapse 12 months after the User becomes aware or could reasonably have become aware of the event or incident that has led to such claims and/or causes of action.
45.2. Any dispute arising out of or relating to these Terms of Use, or any breach thereof, shall be finally resolved by binding arbitration administered in accordance with the Indonesia Arbitration Law. The seat of the arbitration shall be BANI Arbitration Center. The tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be in Bahasa Indonesia.
46. Notice
If a User wishes to send notices to D3 Labs or has any questions regarding the Terms of Use, please contact D3 Labs at support@D3 Labs.io. D3 Labs may provide Users with notices, including notices of changes to the Terms of Use, in any manner, including by electronic mail or by posting it on the Website.
47. Entire Agreement and Additional Agreements
A User may from time to time enter into Additional Agreements relating to certain Services available through the Website, which may have terms that are different from those of the Terms of Use. In the event of any inconsistency, the terms of such Additional Agreements shall supersede and prevail with respect to such Services. Subject to such Additional Agreements, the Terms of Use contain the entire agreement between a User and D3 Labs with respect to the subject matter hereof, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, between a User and D3 Labs concerning the subject matter hereof.
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