These terms of service (the “Terms of Service”) are made in respect of Headquarters XYZ Pte. Ltd. (UEN: 202124232D) (“Headquarters”, “us”, “our”, “we”), a company incorporated under the laws of Singapore, and apply to and regulate your use of: (i) the website (https://hq.xyz/) and other websites owned and/or operated by Headquarters (the “Website”), (ii) the APIs (as defined below), (iii) the Subscription Services (as defined below), (iv) the Services Data (as defined below), and (v) other related services made available by Headquarters from time to time (collectively, the “Services”).
Your use of any of the Services shall be deemed as your acceptance of, and compliance with, these Terms of Service, and/or any documents as agreed between you and Headquarters in respect of your access to and use of any of the Services (“Additional Terms”), and any policies or guidelines issued and updated from time to time by Headquarters in relation to any of the Services (the “Guidelines”).
In the event of a conflict or inconsistency between these Terms of Service, the Additional Terms and the Guidelines, the Additional Terms will govern that conflict or inconsistency, followed by these Terms of Service.
These Terms of Service (collectively with the Additional Terms and the Guidelines, the “Agreement”) apply to any use by you of any of the Services.
As an individual, if you are accessing or using any of the Services on behalf of an organisation, you represent and warrant that you have the required authority to bind that organisation to the Agreement. In this case, references in the Agreement to “you”, “User” and “your” are references to you as an individual AND to that organisation.
By undergoing the registration process to access and use any of the Services, you accept and agree to the Agreement in their entirety. If you do not accept the Agreement, you must stop accessing or using the Services.
These Terms of Service are expressly deemed to incorporate our Privacy Policy (accessible at https://hq.xyz/privacy-policy).
These Terms of Service may be changed by us from time to time without any prior notice. You may determine if any such changes have taken place by referring to the “Last Updated” date on which these Terms of Service were last updated. You are encouraged to check for any updates to these Terms of Service prior to your access or use of any of the Services. Your continued use of the Services constitutes your acknowledgement and acceptance of these Terms of Service as changed from time to time.
1.1 In these Terms of Service, the following words shall have the meanings ascribed below:
1.2 Where applicable:
1.3 In these Terms of Service, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.
1.4 Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).
1.5 The headings used in these Terms of Service are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms of Service.
1.6 References to “Clauses” are to clauses of these Terms of Service.
2.1 In order to access and use any of the Services, you will need to register for the relevant account with Headquarters (the “Headquarters Account”). You must be at least 18 years of age to register for a Headquarters Account and to otherwise use the Services. During the registration process, we will ask you for information, including your name and other personal information to verify your identity, and a method of payment. You must provide the information that we require and you must ensure that any information you provide to us is complete, accurate, up-to-date, true, not misleading, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Headquarters Account.
2.2 We may reject or accept your application(s), or limit the number of Headquarters Accounts that you may hold, at our sole discretion. We may require additional information, documentation or clarification in respect of any application you make, and we reserve the right not to proceed with an application until we are satisfied it is in line with the Agreement. If you do not provide us with the information we require, or if any of the information you provide is incomplete or inaccurate, your application may be rejected. If any of the information that you provide us in support of your application changes or becomes inaccurate, you must inform us in writing, and we may reconsider your registration status.
2.3 You are responsible for all activities conducted on your Headquarters Account and you agree that you must:
2.4 Without limiting its other rights and remedies, Headquarters reserves the right to block or deny access to, suspend or terminate your Headquarters Account at any time in Headquarters’ absolute discretion, without giving any reason or prior notice and Headquarters shall not be liable or responsible for any claim, demand, action, proceeding, damage, liability, cost, loss or expense arising out of the same.
3.1 Your use of and access to our Services must comply at all times with the Agreement. If we grant access to you for the use of any Services (including any Services Data), access is granted on the basis of the Agreement and for a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Services. For the avoidance of doubt, you are not permitted to licence, sublicense or resell any of the Services or Services Data.
3.2 All rights not expressly granted to you hereunder are reserved by Headquarters, its third party providers and other respective owners, if any.
3.3 If any of the Services contains software or code subject to open source licences, you must use such Services in accordance with the terms of the applicable open source licences.
3.4 Except for the licence granted under Clause 3.1, you have no other rights to the Services and/or the Services Data, and you shall not, and shall not permit any other person to, except as permitted in the licence grant above: modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit the Services or Services Data in any manner. If you breach any obligation under the Agreement, the said licence will terminate automatically.
4.1 Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) for the fees applicable to your Subscription (the “Subscription Fees”). Billing Cycles are set on a monthly, quarterly, or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.
4.2 At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Headquarters cancels it. You may cancel your Subscription renewal either through your online Headquarters Account management page or by contacting the Headquarters customer support team.
4.3 A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Headquarters with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid and current payment information. By submitting such payment information, you automatically authorize Headquarters to charge all Subscription Fees incurred through your Headquarters Account to any such payment instruments.
4.4 Should automatic billing fail to occur for any reason, Headquarters will issue an electronic invoice indicating that you must proceed manually, within the time prescribed by Headquarters in such invoice, with the full payment corresponding to the billing period and in the manner prescribed in such invoice.
4.5 You shall be responsible for all taxes arising under the Agreement, including, but not limited to, sales, use, gross receipts, excise value added, and goods and services taxes (but not including Headquarters’ income taxes), in addition to any duties, costs of compliance with export and import controls and regulations, and other governmental assessments, and, if applicable, withholding taxes so that after payment of such taxes the amount Headquarters receives is not less than the Subscription Fees. In the event that a double taxation treaty applies, which provides a zero or reduced withholding tax rate, you agree to not withhold or withhold at the reduced tax rate in accordance with the double taxation treaty.
4.6 Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount of interest for late payment allowed by Applicable Law, whichever is less.
5.1 Headquarters may, at its sole discretion, offer a Subscription for a trial period without payment or at a reduced rate (“Trial Period”). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial Period and may cancel or change the Trial Period at any time without notice and liability within the limits permitted by applicable law.
5.2 We may require you to provide your valid payment information to start the Trial Period. By providing this information, you agree that, unless you cancel the Subscription prior to the end of the Trial Period, we may automatically begin charging you for the applicable Subscription Fees for the type of Subscription you have selected, on the first day after the end of the Trial Period on a monthly or other recurring basis notified to you, until you cancel the Subscription (e.g. turn off automatic renewal from your Headquarters Account settings). If you do not want to be charged, you must cancel your Subscription before the end of the Trial Period. If you cancel your Subscription, after the Trial Period, your Headquarters Account will only have access to those parts of our Services that you may access for free.
6.1 Headquarters, in its sole discretion and at any time, may modify the Subscription Fees applicable to your Subscription. Any change in the applicable Subscription Fees will take effect at the beginning of the next Billing Cycle after the date of the change in the applicable Subscription Fees.
6.2 Headquarters will provide you with reasonable prior notice of any change in Subscription Fees to provide you an opportunity to review those changes to your Subscription.
6.3 Your continued use of the Services after any change to the Subscription Fees takes effect constitutes your acceptance of and agreement to the change to the Subscription Fees. If you do not accept the change to the Subscription Fees, you have the right to refuse the change by cancelling your Subscription before such change takes effect.
7.1 If you have registered for a paid-for Subscription, you may change your mind and receive a full refund of all monies paid within seven (7) days from your purchase of your Subscription for such paid-for parts of our Services (the “Withdrawal Period”), provided that you have not, at any time, accessed the paid-for parts you registered for during the Withdrawal Period. You are not required to give a reason for exercising the right of withdrawal. You can inform us of your decision to withdraw through a clear and unequivocal statement by sending an email to help@hq.xyz.
7.2 Unless prohibited by applicable law and except as specifically provided otherwise in the Agreement, any payments are always FINAL and NON-REFUNDABLE.
8.1 By creating a Headquarters Account, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing us at privacy@hq.xyz .
9.1 If you wish to purchase any product or service made available through the Services (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
9.2 You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
9.3 We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.
9.4 We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
9.5 We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
10.1 Your rights to access and use the following services shall vary depending on the subscription plan selected, and the terms of each subscription plan shall be as published on the relevant website(s) of Headquarters from time to time:
(collectively, the “Subscription Services”).
10.2 The Subscription Services may use pricing data from trusted third party sites for the purposes of providing Users with information related to the valuation of a given token and Headquarters assumes no responsibility for the accuracy of such information.
10.3 Users will be able to import their chart of accounts and synchronise their data with their accounting software (e.g. Xero). Users may also export reports of their data to support their accounting requirements.
11.1 Headquarters shall provide the hosting of the necessary software for the provision of the Services on secured servers, in compliance with best practices and safety rules.
11.2 You are informed and agree that we may collect, store, and use anonymised User-generated data; including after termination of the Subscription and Services, to improve the Services or to create and provide any other new innovation or services.
11.3 We shall make best efforts to ensure availability of server infrastructure. Nevertheless, you expressly acknowledge and accept that Headquarters reserves the right to interrupt access to the Services and the Services Data momentarily for maintenance purposes.
11.4 We shall not be held liable for (i) access speed to our servers, (ii) slowdowns that are external to our servers and (iii) faulty transmissions caused by technical malfunctions or failures of any networks connected to the Services.
11.5 The User expressly acknowledges and accepts that Headquarters has no control over the crypto wallets, exchange accounts and custody solutions which are connected to the Services through APIs.
12.1 You will comply with all Applicable Law in your use of the Services and your performance of obligations under the Agreement.
12.2 You shall not, and shall not permit any other person, to use the Services in the following ways:
12.3 You are strictly prohibited from copying the concept, code, or any other component of the Services, for their own purposes or those of a third party.
12.4 Additionally, you shall not, and shall not permit any other person to:
12.5 Additionally, you acknowledge and agree that you (and not Headquarters) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Services, and paying all charges related thereto.
13.1 Except as expressly granted herein, all Intellectual Property Rights in and to the Services and the Services Data shall vest and remain vested in Headquarters or its licensors.
13.2 You must not make any enhancements, derivatives, changes, modifications, alterations or adaptations (“Changes”) of or to the Services or Services Data without our express written consent. For the avoidance of doubt, we will own all rights, title and interest (including any Intellectual Property Rights) in any such Changes to our Services or Services Data, without you having any right of compensation for the same.
13.3 You acknowledge and agree that:
13.4 The use or misuse of the Intellectual Property Rights of Headquarters or its licensors, except as expressly permitted by the Agreement, is prohibited. You shall notify Headquarters at help@hq.xyz promptly upon becoming aware of any unauthorised access to or use of the Services or Services Data by any individual or entity or of any claim that the Services or Services Data infringes upon any Intellectual Property Rights of any third party.
13.5 Headquarters provides Services Data through the Services that are copyrighted and/or trademarked work of Headquarters or Headquarters’ third party licensors and suppliers. You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by Headquarters and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of Headquarters and such others. Accordingly, you shall protect the proprietary rights of Headquarters and all others having rights in the Services during and after the term of the Agreement and comply with all reasonable written requests made by Headquarters to protect its and others’ contractual, statutory, and common law rights in the Services and Services Data.
13.6 You warrant and represent that you or your third party licensors will own all rights, title and interest (including any Intellectual Property Rights) in and to Your Material, and you grant to Headquarters a non-exclusive and royalty-free licence to use and copy Your Material for the purposes of facilitating and administering your access to and use of our Services and Services Data. You represent and warrant that our use and any copying of Your Material, will not violate or infringe the rights (including Intellectual Property Rights) of any third party.
14.1 This section does not apply to information supplied by you to the Services that can identify you personally. Headquarters believes in protecting your privacy. Please visit https://hq.xyz/privacy-policy to review our current Privacy Policy, which also governs your use of the Services and Services Data, to understand our practices.
14.2 You may provide us either directly at help@hq.xyz or via third party sites and tools with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Services (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any Intellectual Property Rights or other right, title or interest in or to the Feedback; (ii) Headquarters may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Headquarters is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Headquarters and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialise) Feedback in any manner and for any purpose.
14.3 The third party sites and tools mentioned above include Sentry, an open-source error tracking solution provided by Functional Software Inc. More information on the privacy policy of Sentry is available here: https://sentry.io/privacy/
15.1 Some Services may require you to onboard with a third party and/or access a third party’s platform or website in order to use the Service. You acknowledge and accept that our role in the provision of such Services is limited to providing you with connectivity to the third party’s platform or website via API.
15.2 You accept that your access and use of such third party platforms or websites is at your own risk. Under no circumstances shall it be construed that, in the case of any services, products or programmes of any third party accessible through the Services, Headquarters is a party to any transaction between you and such third party or that Headquarters endorses, sponsors, certifies, or is involved in the provision of such services, products, applications or programmes of such third party. Headquarters has no control over, and assumes no responsibility for any products obtained and/or purchased from or services rendered by any such third party which shall be the sole responsibility of the relevant third party. We do not warrant the offerings of any of these third party entities/individuals or their websites.
15.2 YOU ACKNOWLEDGE AND AGREE THAT HEADQUARTERS SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.
15.3 WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.
16.1 THE SERVICES AND ALL SERVICES DATA ARE PROVIDED BY HEADQUARTERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. HEADQUARTERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND THE SERVICES DATA IS AT YOUR SOLE RISK.
16.2 NEITHER HEADQUARTERS NOR ANY PERSON ASSOCIATED WITH HEADQUARTERS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES AND THE SERVICES DATA. WITHOUT LIMITING THE FOREGOING, NEITHER HEADQUARTERS NOR ANYONE ASSOCIATED WITH HEADQUARTERS REPRESENTS OR WARRANTS THAT THE SERVICES AND THE SERVICES DATA WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
16.3 TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, HEADQUARTERS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
16.4 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
17.1 You accept and acknowledge that:
18.1 IN NO EVENT SHALL HEADQUARTERS (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICES AND SERVICES DATA OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICES; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE, LINKED SERVICES AND PRODUCTS OBTAINED THROUGH THE SERVICES; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICES WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF HEADQUARTERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18.2 IN NO EVENT SHALL HEADQUARTERS (AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AGENTS, AND AFFILIATES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (i) S$50.00 AND (ii) THE TOTAL AMOUNT PAID BY YOU TO HEADQUARTERS TO ACCESS AND USE THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS CLAUSE REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS CLAUSE WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF SERVICE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
19.1 Except to the extent prohibited under Applicable Law, you shall indemnify, defend and hold harmless Headquarters and its members, managers, directors, officers, employees, partners, consultants, contractors, service providers, agents, successors and assigns from and against any and all suits, actions, proceedings and claims by third parties, and all losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys' fees) arising out of, relating to or in connection with: (i) your use (or misuse) of or access to the Services and/or Services Data; (ii) your violation of any obligation under the Agreement; (iii) your violation of any Applicable Law (including any applicable privacy laws and regulations); and/or (iv) any dispute that you have with any third party relating to or in connection with the Services or Services Data. Headquarters reserves the right, at its own cost, to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you will fully cooperate with Headquarters in asserting any available defences and in the conduct of such defence.
20.1 You may terminate the Agreement by deleting your Headquarters Account and thereafter by ceasing to use the Services. If you have any Subscription, and terminate the Agreement before the end of your Subscription, you will not receive any refunds for any unexpired period of your Subscription, unless prohibited by Applicable Law.
20.2 WITHOUT LIMITING OUR OTHER REMEDIES, HEADQUARTERS MAY LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE HEADQUARTERS ACCOUNTS OR ACCESS TO YOUR HEADQUARTERS ACCOUNT AND/OR THE SERVICES OR PORTIONS THEREOF AND/OR TERMINATE THE AGREEMENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT YOU FROM ACCESSING THE SERVICES, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU, IF (I) WE BELIEVE YOU TO BE, IN ANY WAY, IN BREACH OF ANY PROVISION OF THE AGREEMENT, INCLUDING WITHOUT LIMITATION THESE TERMS OF SERVICE OR RELATED POLICIES OR GUIDELINES OR THEIR LETTER OF SPIRIT; (II) HEADQUARTERS ELECTS AT ITS DISCRETION TO CEASE PROVIDING ACCESS TO THE SERVICES IN THE JURISDICTION WHERE YOU RESIDE OR FROM WHERE YOU ARE ATTEMPTING TO ACCESS THE SERVICES; OR (III) IN OTHER REASONABLE CIRCUMSTANCES AS DETERMINED BY HEADQUARTERS AT ITS DISCRETION.
20.3 WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 19.2, HEADQUARTERS RESERVES THE RIGHT TO TERMINATE ANY HEADQUARTERS ACCOUNT THAT HAS BEEN INACTIVE FOR 180 DAYS AND HAS NO ACTIVE PAID SUBSCRIPTION.
20.4 Headquarters reserves the right to discontinue or cease to support the Services, Services Data or parts thereof at any time, at which point your licence to use such Services, Services Data or parts thereof will be automatically terminated. In such an event, and unless otherwise prohibited by Applicable Law, Headquarters shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services. Where necessary, Headquarters will use reasonable efforts to provide reasonable advance notice when we discontinue any Services, Services Data or a part thereof. Upon termination for any reason, you must cease all use of the Services.
20.5 No termination of the Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination (including without limitation payment obligations).
20.6 All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification provisions and limitations of liability.
21.1 The Agreement and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of the Agreement or your use of or access to the Services and Services Data, shall be governed and construed in accordance with the laws of Singapore without regard to its conflict of law provisions.
21.2 You irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and consent to the service of process (whether personal or otherwise) by prepaid post (ordinary or registered) to your last known address in Headquarters’ records which shall be conclusively deemed to be received by you on the day following such posting despite any evidence to the contrary.
22.1 We reserve the right to modify, withdraw, suspend or discontinue the Services and/or any Services Data, and any other services or material we provide via the Services, in our sole discretion without notice. We shall have no liability to you or to any third party for any such modification, withdrawal, suspension or discontinuance, and shall not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services, to Users, including registered Users.
23.1 In no event shall Headquarters be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, infectious diseases, epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Services or publication or use of any Services Data, or any information provided to, or gathered by, us with respect to such use.
24.1 The Agreement, and any other terms or documents referenced therein, including our Privacy Policy (which can be accessed at https://hq.xyz/privacy-policy), constitute the entire agreement between you and Headquarters relating to your use of the Services and Services Data and supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and Headquarters with respect to the Services and Services Data. A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
24.2 You agree that no joint venture, agency, partnership, or employment relationship exists between you and Headquarters and/or its affiliates as a result of the Agreement or use of the Services and Services Data.
24.3 No waiver by Headquarters of any term or condition set forth in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Headquarters to enforce or assert any right or provision of the Agreement shall not constitute a waiver of such right or provision.
24.4 The Agreement, and any rights and licenses granted thereunder, may not be transferred or assigned by you, but may be assigned by Headquarters without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.
24.5 If any provision of the Agreement, including, but not limited to, the warranty disclaimers and limitations of liability set forth in these Terms of Service above, is determined to be invalid or unenforceable under Applicable Law, such provision shall be construed, limited or if necessary severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected but shall remain in full force and effect.
25.1 Please send your feedback, comments and requests for technical support by email to: help@hq.xyz.
This appendix (the “Appendix”) sets out the additional terms and conditions applicable to the Card Service. This Appendix applies in addition to the Terms of Service and is not meant to supersede the latter. In the event of any inconsistency between this Appendix and the Terms of Service, the former shall prevail insofar as they relate to the Card Service.
1.1 Unless otherwise defined, all capitalised words used in this Appendix shall have the same meaning given to them in the Terms of Service.
1.2 The following words used in this Appendix are defined as follows:
“Card Service” comprises the HQ Card and such other services, features or functionalities as maybe provided by Headquarters in connection with the HQ Card.
“Card Service Fee” means such fees and charges as we may impose and update or amend fromtime to time in connection with the Card Service and HQ Card and may include, without limitation:
“Card Transaction” means any type of transaction effected using the HQ Card.
“Foreign Currency” means any fiat currency other than Singapore dollars.
“HQ Card” means the virtual and/or physical Headquarters-branded debit card issued as part of the Card Service.
“Linked Wallet” means a self-custodial digital wallet linked to your HQ Card that is capable of storing Supported Cryptocurrencies, whether issued by Headquarters or another provider.
“Participating Merchant” means merchants that accept payments via the HQ Card.
“Supported Cryptocurrency” means the stablecoin known as “XSGD” and such other cryptocurrencies as Headquarters may designate as a “Supported Cryptocurrency” from time to time.
1.3 Unless the context otherwise requires, a gender includes all genders and words denoting thesingular will include the plural and vice versa.
2.1 The HQ Card is a debit card that can be used to pay for goods and services provided by Participating Merchants using Supported Cryptocurrencies.
2.2 You may apply for a HQ Card via your Headquarters Account. If you are applying for a HQ Card as a corporate customer, you may be required to designate specified employees as authorised users of your HQ Card (“Cardholders”). You shall ensure that the Cardholder has been provided with acopy of, and complies with, the Terms of Service and this Appendix.
2.3 By applying for a HQ Card, you agree to be bound by the terms and conditions in this Appendix. If your application for a HQ Card is approved, we will inform you via your Headquarters Account. For the avoidance of doubt, we may approve or reject your application at our sole and absolute discretion.
2.4 Once your application is approved, you may request for your HQ Card to be issued in virtual and/or physical form via your Headquarters Account. Upon issuance of your HQ Card, you shall comply with such card activation procedures as may be prescribed by us. We reserve the right to impose additional charges should you request for a physical HQ Card or additional HQ Cards, whether virtual or physical.
2.5 For the avoidance of doubt, we reserve sole and absolute discretion to refuse to issue you with a HQ Card even if your application is successful. For example and without fettering our discretion, we may refuse to issue you with a HQ Card if we subsequently discover further information disqualifying you from using the Card Service.
2.6 We reserve sole and absolute discretion to immediately terminate your HQ Card at any time and for any reason. Unless earlier terminated or cancelled, your HQ Card shall be valid for such period as may be determined by us at our sole discretion. The validity period of your HQ Card will generally be reflected on your HQ Card itself and/or on your Headquarters Account. Termination of your HQ Card may, at our sole and absolute discretion, occur together with termination of other Services. We may allow you to renew your HQ Card subject to payment of a renewal fee.
3.1 You shall be solely responsible for keeping your HQ Card and Linked Wallet secure and safe from theft. You should notify us immediately if your HQ Card is compromised, stolen or lost.
3.2 You shall be solely responsible for keeping the card number, card verification value (CVV) code, password, personal identification number (PIN) and/or one-time passwords (OTPs) associated with your HQ Card (“Security Information”) strictly confidential and secure. You should not disclose your Security Information other than as necessary for authorising a Card Transaction. You should notify us immediately if you suspect your Security Information has been compromised.
3.3 You shall be solely responsible for ensuring that your Linked Wallet contains sufficient Supported Cryptocurrencies to fund Card Transactions. As the HQ Card is a debit card which draws funds from the Linked Wallet, you shall ensure that your Linked Wallet is sufficiently funded prior to any Card Transactions. If there are insufficient funds in your Linked Wallet, the Card Transaction may be rejected.
3.4 You shall not use your HQ Card for any unlawful purpose, including the purchase of goods and/or services that are or may be illegal or prohibited by law (“Prohibited Transactions”). We reserve sole and absolute discretion to reject Prohibited Transactions and/or immediately terminate your HQ Card in the event we discover that it has been used for Prohibited Transactions.
3.5 You acknowledge that each HQ Card is and remains at all times the property of Headquarters. We may, at our sole and absolute discretion, immediately terminate your HQ Card and require you to cease using your virtual HQ Card and/or cut and return physical your HQ Card to us where applicable.
3.6 You shall not:
4.1 Your authorisation may be required to execute Card Transactions. Depending on the type of CardTransaction and point of sale terminal or payment gateway, your authorisation may be provided by:
4.2 Where authorisation has been provided in the manner described in clause 4.1 above, we shall have the right to deem all Card Transactions associated with such authorisation as valid and legitimate without needing to conduct further enquiries, including as to whether the authorisation was validly provided.
4.3 You shall be fully liable for all Card Transactions, whether executed with your knowledge or authority save that we may, at our sole and absolute discretion, cap your liability for fraudulent CardTransactions arising after loss or theft of your HQ Card at an amount to be determined by us provided:
4.4 If the currency of any Card Transaction is in Foreign Currency, we shall be entitled to convert such Card Transaction into Singapore dollars or any other fiat currency at such rate(s) of exchange as we may determine; and debit your HQ Card with the amount of the Card Transaction.
4.5 We may, at our sole and absolute discretion, set aside or place a hold on your HQ Card in the event of any prospective Card Transaction (“Hold”). Holds are only an estimated sum and may or may not be representative of the actual Card Transaction sum. In the event of a Hold, a sum corresponding to the Hold may be set aside on your Linked Wallet and you may not be able to use such sum until we remove the Hold. You accept and acknowledge that Holds may be in place for as long as necessary or until the prospective Card Transaction is cancelled or completed.
5.1 We may prescribe, or allow you to prescribe via your Headquarters Account, a daily or monthly limit on the value of Card Transactions executable on your HQ Card (“Spending Limit”).
5.2 At any point in time, the value of Card Transactions executable on your HQ Card shall be limited to the lower of the Spending Limit or the balance of Supported Cryptocurrency in your Linked Wallet at that particular point in time (collectively, the “Overall Limit”).
5.3 You shall not execute or attempt to execute individual or aggregate Card Transactions in excess of the Overall Limit or, where applicable, the Spending Limit. We may, at our sole and absolute discretion, refuse to authorise Card Transactions that cause the Spending Limit or Overall Limit to be exceeded.
5.4 For the avoidance of doubt, the Spending Limit and Overall limit applies to Card Transactions denominated in Singapore dollars and Foreign Currency. Where the Card Transaction involves Foreign Currency, the value of the Card Transaction shall be converted into Singapore dollars based on the prevailing exchange rate on the day on which the Card Transaction is initiated for purposes of determining whether it falls within the relevant limit.
6.1 Your use of the Card Service and HQ Cards may be subject to Card Service Fees.
6.2 You agree that we may debit Card Service Fees to your HQ Card or otherwise charge such fees to you separately. You undertake to settle all outstanding Card Service Fees immediately upon request, failing which we reserve the right to suspend and/or terminate your HQ Card. For the avoidance of doubt, suspension and/or termination of your HQ Card does not preclude us from separately pursuing outstanding Card Service Fees.
6.3 A list of applicable Card Service Fees may be viewed through your Headquarters Account. All displayed Card Service Fees are exclusive of any applicable taxes and are non-refundable.
6.4 For the avoidance of doubt, Card Service Fees apply only to the Card Service. Additional fees may apply if you use other Services provided by us.
7.1 This section 8 applies in addition to the Terms of Service and is not intended to supersede orcontradict anything in the latter.
7.2 We shall not be liable in any way:
7.3 We disclaim all liability for goods and services that you purchase using your HQ Card. Without limiting the foregoing, we shall not be liable for price, quality, merchantability, fitness for purpose, safety, non-delivery or any other aspect of goods and services purchased by you using your HQCard. If you have any complaint against a merchant over goods and services, you shall resolve such complaint with the merchant and we shall not be a party to any such dispute.
8.1 In the event of any dispute regarding a Card Transaction, you shall contact us at help@hq.xyz promptly and in any case, no later than 60 days after the date of the disputed Card Transaction. You acknowledge and agree that we may refuse to entertain disputed Card Transactions raised after the aforementioned deadline has elapsed.
8.2 When you contact us over a disputed Card Transaction, you shall fully cooperate with and promptly respond to our requests for information regarding the dispute. We will raise the disputed CardTransaction with the operator of the card network for your HQ Card (“Card Network Operator”) and do our best to assist you in resolving the dispute.
8.3 Notwithstanding the foregoing, we make no guarantee as to the reversibility or refund ability of disputed Card Transactions. In this regard, you acknowledge and agree that our role is limited to raising the disputed Card Transaction with the Card Network Operator. The Card Network Operator has sole and absolute discretion to investigate and, if it determines there are grounds for reversal, reverse the disputed Card Transaction. You further acknowledge and agree that we have no controlover the investigation or any decisions taken by the Card Network Operator. You therefore acknowledge and agree that we shall not be liable for any matter relating to or arising out of any disputed Card Transactions.
8.4 If the Card Network Operator decides to reverse the disputed Card Transaction, a refund may be provided to you via chargeback. You acknowledge and agree that chargebacks may be subject to processing or administrative fees which may be deducted from the refund proceeds or debited to your HQ Card.
8.5 You acknowledge and agree that any refunds and chargebacks may be subject to terms, conditions, rules, procedures and/or guidelines as may be issued by the relevant Card NetworkOperator from time to time (“Card Network Rules”), which shall be deemed to have been incorporated by this clause 9.5.
9.1 We may immediately suspend and/or terminate your HQ Card at any time and for any reason. There shall be no refund of any Card Service Fees payable or paid upon such suspension or termination.
9.2 You may discontinue using the Card Service and cancel your HQ Card at any time via your Headquarters Account. Upon cancelling your HQ Card, you shall not continue to use your HQ Card and shall dispose of your physical HQ Card in a secure manner and/or delete your virtual HQ Card from all digital media on which it is stored.
9.3 Notwithstanding the foregoing, you remain liable for all outstanding Card Service Fees and/or CardTransactions incurred prior to suspension, termination or cancellation of your HQ Card.
10.1 Our records (including electronic and computer records) of all matters relating to the HQ Card and Card Service stating your liability to us at any specified date shall be conclusive of the accuracy and authenticity of the information contained within said records.
10.2 We may, at our sole and absolute discretion, provide you with a monthly statement which shall serve as a record of Card Transactions executed using your HQ Card for the month concerned(“Card Statement”). You shall notify us immediately if you discover any errors or inaccuracies in theCard Statement.
10.3 We shall be entitled to rely and act on any communication, request or instruction in relation to your HQ Card which we believe in good faith to emanate from you or the Cardholder, whether orally or in writing, in person or over the telephone or other means of communication and regardless of whether such communication, request or instruction was in fact genuine or made with your authority or consent. We shall not be liable for any loss incurred or damage suffered by you as a result of our reliance and acting on such communication, request or instruction. Where conflicting instructions are received from you and the Cardholder, we may, at our sole and absolute discretion, suspend or terminate your HQ Card or treat your instructions as prevailing over the Cardholder’s instructions.
10.4 No forbearance or failure or delay by us in exercising any right, power or remedy under this Appendix is to be deemed a waiver or partial waiver thereof on our part; and no waiver by us of any breach of this Appendix on your part is to be considered a waiver of any subsequent breach of the same or any provision of this Appendix. We shall be considered to have waived our rights only if we specifically notify you of such a waiver in writing
