General Terms of Service

1. WHO WE ARE

• Gnosis Ecosystem (Cayman) Ltd ("we", or "us", "our" or “Gnosis HQ”) hosts and operates the Gnosis HQ Platform accessible on the website https://hq.xyz/ (“Site”) and makes available certain services via our Site.

• We are a private limited company registered in the Cayman Islands and have our registered office situated at the offices of Leeward Management Limited, PO Box 144, 3319 9 Forum Lane, Camana Bay, George Town, Grand Cayman KY1-9006, Cayman Islands.

2. ABOUT THESE TERMS OF SERVICE

• These legal terms of service, including the Support Schedule and any other documents referred to herein (save for our Privacy Policy), form the agreement (together, the “Agreement”) between you and Gnosis HQ. By accepting these terms of service you agree to be legally bound by the terms of the Agreement.

• The Agreement describes how you may access and use the Site and the terms and conditions on which the Site, the software as a service platform (“Gnosis HQ Platform”) and related services (as described in Section 7) are provided by us to you (collectively the “Gnosis HQ Services”). For the avoidance of doubt, the Gnosis HQ Services exclude any Third Party Services.

• BY ACCESSING THE GNOSIS HQ SERVICES, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF THE AGREEMENT AND AGREE TO BE BOUND BY IT. YOU ALSO CONFIRM THAT AUTHORISED USERS WHO ACCESS AND USE THE GNOSIS HQ SERVICES ON YOUR BEHALF DO SO UNDER YOUR AUTHORITY AND THAT THEY HAVE READ AND UNDERSTOOD AND WILL COMPLY WITH THE TERMS OF THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE GNOSIS HQ SERVICES.

• We only use personal information you provide to us in accordance with our Privacy Policy.

3. DEFINITIONS & INTERPRETATION

• When certain words and phrases are used in the Agreement, they have specific meanings (these are known as ”defined terms”). You can identify these defined terms (except for the defined terms in Section 3.b) because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the Section of the Agreement where it was defined (you can find these meanings by looking at the sentence where the defined term is included either in brackets and speech marks). All defined terms are listed in Section 36 of the Agreement.

• In the Agreement, when we refer to “we”, “us” or “our”, we mean Gnosis HQ; and when we refer to "you" "your" or “Customer”, we mean the legal entity registered as the holder of an Account (as defined in Section 5.a below) in our records and uses and/or receives the Gnosis HQ Services in accordance with the terms of the Agreement. Reference to any “Section” is to a Section of the Agreement.

4. CHANGES TO THE AGREEMENT

• We may make updates, changes or amendments to this Agreement from time to time, and we will post such updates on the Site. The updated Agreement will take effect immediately upon posting on the Site. You should regularly check the Site to inform yourself of any such changes and to ensure that you understand the terms of the Agreement that apply at the time that you access and use any of the Gnosis HQ Services.

• Where possible, we will use reasonable endeavours to provide you with at least seven (7) days' advance notice of any such changes, unless for example, the change is due to a change in law or for security reasons (in which case we may need to change the terms of the Agreement on shorter or no notice). If you do not wish to continue using the Gnosis HQ Services following the changes to the Agreement, you can terminate the Agreement on notice to us.

• You agree that your continued use of or access to the Gnosis HQ Services after we have made and posted any such changes to the Agreement on the Site shall constitute your acceptance of the updated Agreement. If you do not agree with any changes that we make to the Agreement, you should cease accessing and using the Gnosis HQ Services and send us a notice of termination. You agree that we shall not be liable to you or anyone else in the event that you decide to cease accessing and using the Gnosis HQ Services as a result of any changes to this Agreement.

5. ACCOUNT REGISTRATION, OPERATION, ACCESS & SECURITY

Account Registration

• In order to access and use the Gnosis HQ Services, you will first need to register an account on the Gnosis HQ Platform (“Account”). Within each Account, you may also create separate environments for teams, purposes or organisations, which we refer to generally as “Organisations” or “Orgs” in this Agreement and the Gnosis HQ Platform.

• During the Account registration process, we will request certain information about you and any individual representatives that you wish to access and use the Gnosis HQ Services on your behalf via your Account. You must provide the information we request and you must ensure that any information you provide to us is complete, accurate, up-to-date and not misleading.

• We may from time to time require or request additional information, documentation or clarification in respect of any application to open an Account or any already active Account. We reserve the right not to open a new Account, or to suspend an active Account, until you provide such information we require or request. If you provide any incomplete, inaccurate or obsolete information, your Account registration may be rejected and/or any active Account you have with us may be immediately suspended.

• Without prejudice to the foregoing, we reserve the right (in our sole and absolute discretion) to reject any application to register an Account and/or limit the number of Accounts that each Customer may register for any or no reason.

Account Operation

• You shall designate one or more individual representatives to act as the “Owner” of your Account. The Owner(s) of your Account shall be the individual(s) with primary responsibility for operating and managing your Account. Owner(s) shall have full access and control rights over your Account and may perform any actions on your Account that are available to you through the Gnosis HQ Platform and Gnosis HQ Services.

• You may (but are not required to) separately assign roles to one or more individual representatives to act as “Admin” of your Account. Admins may be added or removed by the Owner(s) of your Account. Admins have the right to view Account information and perform any actions relating to the Account based on the role assigned to them by the Owner(s).
• You may authorise your employees, contractors or other personnel to act as the Owner(s) and Admin(s) of your Account (“Authorised Users”) to access and use the Gnosis HQ Services, provided that:
  • Authorised Users must be at least 18 years of age;
  • you shall be responsible for ensuring that all Authorised Users comply with the terms of this Agreement, and
  • any acts or omissions by Authorised Users shall be deemed acts or omissions of the Customer.
• You hereby represent and warrant that Authorised Users:
  • are authorised representatives of the Customer that have the power and authority to bind Customer to this Agreement and to perform such actions assigned to them as either Owner or Admin of the Account; and
  • will use the Gnosis HQ Services solely on behalf of the Customer in accordance with this Agreement.

Account Access & Security

• You and your Authorised Users are solely responsible for safeguarding and keeping any access credentials associated with your Account (“Access Credentials”) secure and confidential. You must not disclose them to any third party or lose them. We are not responsible if you lose your Access Credentials or share them with anyone else in breach of this Section, in which case you will be solely responsible for any loss or damage you may suffer (whether in contract, tort (including negligence), breach of statutory duty or otherwise) as a result of any unauthorised access or use of your Account.

• If you are unable to access your Account on the Gnosis HQ Platform because you have lost your Access Credentials, or you suspect or become aware that there has been or may be any unauthorised disclosure, access or use of your Access Credentials or you notice any other irregularities in relation to your Account, you must notify our Helpdesk immediately at gnosishq@gnosis.io.

• You authorise us to act on any instruction received from you via your Account and you are solely responsible for any and all activities conducted on your Account. Where we receive any instruction from a person using your or any of your Authorised Users’ Access Credentials to access and use the Gnosis HQ Services via your Account, we shall be entitled to treat such instructions as having been received by you. We are under no obligation to check the authenticity or accuracy of instructions received via your Account.

6. ELIGIBILITY

• The Gnosis HQ Services are made available solely to legal entities (such as companies, partnerships, or other business organisations). The Gnosis HQ Services are not intended for, and may not be used by, individual customers acting in a personal capacity.
• To register an Account and use the Gnosis HQ Services, you must:
  • be a legal entity that is registered and validly existing under the laws of a Supported Jurisdiction;
  • not be under the control of or affiliated with any person that is classified or identified on a specifically designated persons / blocked person list published by international organisations, including (without limitation) the United States, the United Kingdom, the European Union and its Member States, the Cayman Islands and the United Nations (“Sanction Authorities” and each a “Sanction Authority”); and
  • not be under the control of any person (whether directly or indirectly), and the individual representatives you assign as Owner(s) and/or Admin(s) of your Account must not be, nationals or residents of any jurisdiction subject to sanctions imposed by any Sanction Authorities.
• By registering an Account and using the Gnosis HQ Services, you warrant and represent that:
  • You meet the eligibility requirements described in Section 6.b above;
  • You have the legal capacity to enter into a legally binding agreement with us on the terms of this Agreement;
  • you are compliant and will remain compliant with the terms of this Agreement, including but not limited to meeting the eligibility requirements set out in Section 6.b above on an ongoing basis;
  • you are compliant and will remain compliant throughout your use of the Gnosis HQ Services with all legal and regulatory requirements to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements,
  • you will not use the Gnosis HQ Services if any laws or regulations applicable to you prohibit you from doing so in accordance with this Agreement;
  • all activities on your Account are deemed to be activities carried out by you or by an Authorised User on your behalf;
  • you will only use the Account and Gnosis HQ Services for your own internal business purposes and not as a service bureau or otherwise for or on behalf of any other person or entity.
  • all the information that you provide to us under or in connection with this Agreement is complete and accurate at all times;
  • you will notify us immediately if there are any changes to the information you have provided to us.
• We reserve the right to limit or prevent you from accessing or using the Gnosis HQ Services in our sole discretion for any or no reason, including (without limitation) if, in our opinion:
  • you have violated any provision of this Agreement;
  • your use poses a security risk or could adversely impact our systems or services;
  • your use could expose us or any third party to liability; or
  • your use could be unlawful.

7. THE GNOSIS HQ PLATFORM

• The Gnosis HQ Platform provides a unified user interface and related software features that allows you to:
  • connect multiple blockchain wallets, crypto-exchange accounts and other crypto asset custody solutions (“Wallets”) into one consolidated dashboard for simplified account management;
  • synchronising data and retrieving your full transaction history from your connected Wallets in one dashboard;
  • create, label, and manage transactions (including recurring transactions) for execution on your connected Wallets through supported blockchain networks;
  • defining the nature of your transactions using labels, category tagging, and being able to attach invoices and other documents;
  • saving contact lists, including wallet addresses, on and off chain payment and account information, to easily identify incoming transactions and create payout transactions through connected Wallets;
  • generate reports, invoices and access accounting and financial management features (e.g. import charts and synchronise your transaction data with accounting software (e.g. Xero), or export reports of Account data to support your accounting requirements); and
  • otherwise manage on-chain financial operations in a streamlined manner across multiple Wallets and blockchain networks.

• The Gnosis HQ Platform may use pricing data from trusted third party providers for the purposes of providing you with information related to the valuation of a given crypto asset and we provide no guarantees and assume no responsibility for the accuracy of such information.

8. CHANGES TO OUR SERVICES

• The Gnosis HQ Services may evolve over time. As a result, we may in our sole discretion add, change, replace, suspend or discontinue certain features of the Gnosis HQ Services. This includes (without limitation) any platform functionalities, content or materials available or accessible via the Site. In such circumstances, you may be prevented from accessing or using some or all of the Gnosis HQ Services.

• Where possible, we will use reasonable endeavours to provide you with at least seven (7) days' advance notice of any such changes, unless for example, the change is due to a change in law or for security reasons (in which case we may need to implement changes to the Gnosis HQ Services on shorter or no notice). If you do not wish to continue using the Gnosis HQ Services following any changes to the Gnosis HQ Services, you can terminate the Agreement on notice to us.

• You agree that we shall not be liable to you or anyone else for any changes, replacement, suspension or discontinuance of the Gnosis HQ Services which result in you no longer being able to access and/or use some or all of the Gnosis HQ Services.

9. THIRD PARTY SERVICES & CONTENT

• From time to time, we may integrate or make available third party products, tools, websites, applications, protocols or services that are accessible from within, or linked to within, the Gnosis HQ Platform or Site (“Third Party Services”). Third Party Services are provided for convenience purposes only and should not be interpreted as an endorsement by us of any such Third Party Services, nor do they constitute any financial or investment advice by us.

• Your use of any Third Party Services is subject to separate terms and conditions between you and the relevant third party provider. You may need to register an account and undertake a separate onboarding with third party providers to use some or all of the products or services they offer. Please make sure you read the third party service provider’s terms and conditions and you understand the risks associated with such Third Party Services before using them.
• When using any Third Party Services or content, you acknowledge and understand that:
  • You are not transferring any assets to us,
  • You are not relying on us to transmit orders or instructions to the providers are of such Third Party Services on your behalf;
  • We do not act as an agent or financial intermediary in respect of such Third Party Services; and
  • Our role is limited to providing the technical integration that enables connectivity with Third Party Services from within the Gnosis HQ Platform via APIs. Such technical integration enables you to directly access and use Third Party Services from your Account in the Gnosis HQ, but we do not have control over their content, and do not recommend, warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, services, functionality or assets available on or accessible through those Third Party Services (including any related websites, resources or links displayed therein). Similarly, we are not responsible for any actions that you carry out through such Third Party Services.
• We assume no responsibility to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for the content or the provision, or receipt, of any Third Party Services including but not limited to:
  • your use of such Third Party Services or any loss, liability, claim or expense you may suffer as a result of such use;
  • the performance, availability or functionality of Third Party Services;
  • any actions carried out through such Third Party Services; or
  • any Vulnerabilities or other technological issues or malfunctions in or affecting such Third Party Services.

• If you experience any issues in relation to your use of any Third Party Services, you should refer to the applicable terms and conditions and contact the third party service provider directly to resolve the matter as we do not have control over Third Party Services. Nonetheless, in our efforts to continuously improve our own services and create the best user experience possible for you, we welcome your feedback about any Third Party Services and would be grateful if you could report any issues with relevant third party providers to us at gnosishq@gnosis.io.

• We reserve the right at any time to change, suspend, remove, disable, or impose access restrictions or limits on the technical integrations we maintain which enable your use of Third Party Services via the Gnosis HQ Platform. You acknowledge and agree that we shall not be liable to you or anyone else for any losses or damages you may incur as a result of any change, suspension, removal or access restrictions imposed in relation to Third Party Services.

10. FEES AND PAYMENT TERMS

• Free Services. Certain basic features of the Gnosis HQ Services may be made available to you without charge (“Free Services”). The scope of Free Services is determined by us in our sole discretion and may be changed or discontinued at any time.

• Subscription Services. Access and use of certain features of the Gnosis HQ Platform requires payment of recurring subscription fees (“Subscription Services”). Subscription Services are offered on a monthly, quarterly or annual basis, as selected by you at the time of purchase. Except as otherwise agreed in writing or expressly provided in this Agreement, all subscription fees are billed in advance and are non-refundable.

• Third Party Fees. You are solely responsible for paying all fees and charges imposed by third-party providers based on the terms and conditions that you enter into with them when you access and use any Third Party Services. You acknowledge that such fees may include amounts paid to us under a commercial arrangement with the third party provider for providing the technical integration and related services enabling Customers to interact with its services via our platform.

• Billing & Payment Terms. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”) for the fees applicable to the Subscription Services you have purchased (“Subscription Fees”). Billing Cycles are set on a monthly, quarterly or annual basis, depending on the type of plan you select when purchasing the Subscription Services.
• Method of Payment. A valid payment method, such as a debit or credit card, is required to process the payment of your Subscription Fees. You shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and other valid and current payment information as may be required. By submitting such payment information, you:
  • represent and warrant that you have the legal right to use any such payment method(s) to pay the Subscription Fees; and
  • automatically authorise us to charge all Subscription Fees incurred through your Account to any such payment instruments.
  If for whatever reason we are unable to process payment of the Subscription Fees using the payment instrument you have provided, we will send you an electronic invoice indicating that you must proceed to pay the Subscription Fees manually in the manner and within the timeframe prescribed in the invoice.

• Third Party Payment Providers. We may employ the use of third party services for the purpose of facilitating and processing the payment of Subscription Fees. By submitting your information, you grant us the right to provide the information to these third parties in accordance with the terms of our Privacy Policy.

• Right to refuse orders. We reserve the right to refuse or cancel your order for Subscription Services at any time for reasons including but not limited to: product / service availability or restrictions, errors in the description or price of the product or service, error in your order, if fraud or an unauthorized or illegal transaction is suspected or other reasons.

• Renewal. Subject to Section 11, at the end of each Billing Cycle, your Subscription Services will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel the renewal of your Subscription Services either through your Account settings on the Gnosis HQ Platform or by contacting our Helpdesk.

• Tax Excluded. The Subscription Fees are exclusive of tax. 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 our income taxes), in addition to any duties, costs of compliance with export and import controls and regulations, and, if applicable, withholding taxes so that after payment of such taxes the amount we receive is not less than the Subscription Fees.

• Late Payments. 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.

11. CHANGES TO SUBSCRIPTION FEES

• We may, in our sole discretion and at any time, modify the Subscription Fees applicable to the Subscription Services. Any change in the applicable Subscription Fees will take effect at the beginning of the next Billing Cycle after the date of the change to the applicable Subscription Fees.

• We will provide you with reasonable prior notice of any change to the Subscription Fees so you have an opportunity to review those changes to your Account.

• Your continued use of the Subscription 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 any relevant Subscription Services through your Account settings before such change takes effect.

12. REFUNDS

• If you have purchased any Subscription Services, you may change your mind and receive a full refund of all monies paid within seven (7) days from the date of purchase (the “Withdrawal Period”), provided that you have not, at any time during the Withdrawal Period, accessed the Subscription Services you purchased.

• 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 gnosishq@gnosis.io.

• Unless prohibited by applicable law and except as specifically provided otherwise in the Agreement, any payments are always final and non-refundable.

13. TRIALS

• We may, in our sole discretion, offer you certain Subscription Services for a trial period without payment or at a reduced rate (“Trial Period”). We reserve the right, in our sole discretion, to determine your eligibility for a Trial Period and to cancel or change the terms of the Trial Period at any time without notice and without any liability to you.

• We may require you to provide valid payment details to start the Trial Period. By providing this information, you agree that, unless you cancel the Subscription Services prior to the end of the Trial Period, we may automatically begin charging you the applicable Subscription Fees for the Subscription Services you have selected. Such Subscription Fees will become due and payable on the first day after the end of the Trial Period, and thereafter on a monthly or such other recurring basis as notified to you, until you cancel the Subscription Services (e.g. opt out of automatic renewal from your Account settings). If you do not want to be charged, you must cancel your Subscription Services before the end of the Trial Period. If you cancel your Subscription Services on or before the expiry of the Trial Period, your Account will only have access to the Free Services.

14. TAXES

• The tax treatment of crypto-assets may vary amongst jurisdictions. It is your responsibility to comply with the tax laws which are applicable to you. If you are unsure about the tax implications of any activities you conduct through your Account, you should seek independent professional advice before engaging in such activities. We do not and will not provide you with any financial, tax, accounting, legal or other professional advice.

• You are solely responsible for identifying, declaring, reporting and paying all applicable taxes, levies, duties, charges, assessments and other expenses of any nature incurred or otherwise arising in connection with your use of the Gnosis HQ Services.

15. YOUR RESPONSIBILITIES & PROHIBITED USE

• You will comply with all applicable laws in your use of the Gnosis HQ Services and your performance of obligations under the Agreement, including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. You are not permitted to use the Gnosis HQ Services if doing so would violate applicable laws and regulations.
• You shall not, and shall not permit any person, to use the Gnosis HQ Services in any of the following ways:
  • conducting activities that are unlawful, fraudulent or infringe upon the rights or security of others;
  • disrupting public order or violating any applicable law;
  • hacking into the computer system of a third party or any activity aimed at harming, controlling, interfering with all or part of a third party’s computer system;
  • assisting in any manner in the carrying out of one or several of the actions or activities described above; or
  • any action that uses the Gnosis HQ Services for any purpose other than that for which they were designed and intended.

• You are strictly prohibited from copying the concept, code, or any other component of the Gnosis HQ Services, for your own purposes or those of a third party.

• We will report any breach of this Section 15 to the relevant Regulatory Authorities, and we will cooperate with those authorities by disclosing any information we consider relevant to them. In the event of such a breach, this Agreement shall automatically terminate and your right to use the Gnosis HQ Services will cease immediately.
• Additionally, you shall not, and shall not permit any other person to:
  • use the Gnosis HQ Services in any manner that could disable, overburden, damage, or impair the Gnosis HQ Services or interfere with any other party’s use of the Gnosis HQ Services;
  • use or introduce to the Gnosis HQ Services any data mining, crawling, “scraping”, robot, spider, or other automated device, process, or means to access the Gnosis HQ Services for any purpose, including monitoring or copying any of the material on the Gnosis HQ Services, or downloading or storing any such material;
  • use any manual process to monitor or copy any of the material on the Gnosis HQ Services or for any other unauthorized purpose without our prior written consent;
  • use any device, software, or routine that interferes with the proper working of the Gnosis HQ Services;
  • introduce any viruses, trojan horses, worms, logic bombs, or other material to the Gnosis HQ Services which is malicious or technologically harmful;
  • violate, bypass or circumvent any security measure intended to limit or prevent access to the Gnosis HQ Services, or otherwise attempt to gain unauthorized access to the Gnosis HQ Services, or to any computer systems or networks connected to the Gnosis HQ Services or any of our servers, whether through hacking, password mining, unauthorized use of another user's password/credentials or any other means;
  • attack the Gnosis HQ Services via a denial-of-service attack or a distributed denial-of-service attack;
  • take any action that may damage or falsify our good standing or reputation;
  • otherwise attempt to interfere with the proper working of the Gnosis HQ Services;
  • use the Gnosis HQ Services for any unlawful purpose, including in contravention of any applicable law (including sanctions laws and other laws relating to anti-money laundering, anti-bribery and corruption, tax evasion or similar tax crimes, including facilitation, and other financial crimes) or third party rights.

• Additionally, you acknowledge and agree that you (and not us) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Gnosis HQ Services, and for paying all charges and fees related thereto.

16. INTELLECTUAL PROPERTY

• The Gnosis HQ Services (together with their contents, features and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof and any and all subsequent copies of, and modifications, adaptations, amendments and additions to the same regardless of who made them), the Gnosis HQ name and mark are owned by us, our Affiliates, our licensors or other providers of such material. Those works are protected by laws and treaties around the world relating to copyright, trademark and other intellectual property or proprietary rights. All such rights are reserved, and you acknowledge that nothing in this Agreement gives you any ownership rights in respect of any intellectual property owned by us, our Affiliates and/or our licensors.

• We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Gnosis HQ Services for your own use. We, our Affiliates and licensors shall at all times remain the owner of any intellectual property rights in the Gnosis HQ Services. You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble or decompile the Gnosis HQ Services for any purpose other than as expressly permitted under this Agreement. Except as expressly set forth in this Agreement, we grant you no rights to use, and you may not use, the Gnosis HQ Services.

• The Gnosis HQ Services may contain code, commonly referred to as open source software, which is distributed under open source licence terms, including terms which allow the free distribution and modification of the relevant software´s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor ("Open Source Software"). To the extent that the Services contain any Open Source Software, that element only is licensed to you under the relevant licence terms of the applicable licensor ("Open Source License Terms") and not under this Agreement, and you accept and agree to be bound by such Open Source License Terms.

• You may not misuse the Gnosis HQ Services and may only use them as permitted by law. We reserve and retain all rights not expressly granted to you in the Agreement. If you breach our intellectual property rights or the intellectual property rights of our Affiliates or licensors in violation of this Agreement, your licence to use the Gnosis HQ Services will automatically be revoked and terminate with immediate effect and you shall, at our option, return or destroy any copies you have made of materials containing our intellectual property.

17. FEEDBACK

• You may provide us either directly at gnosishq@gnosis.io 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) we 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) we are 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 us and our 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.

18. DATA PROTECTION

• In connection with your use of the Gnosis HQ Services, you may upload or otherwise provide personal data relating to your Authorised Users, employees, contractors or counterparties (“Customer Personal Data”). For the purposes of applicable data protection laws:
  • when you use the Platform and upload or provide Customer Personal Data, you are the data controller and we act as the data processor. We process such Customer Personal Data only on behalf of and in accordance with your instructions and as necessary to provide the Gnosis HQ Services.
  • when we collect personal data directly (e.g. the details of your Authorised Users, billing contacts, or usage logs), we act as an independent data controller.

• You shall ensure that you have provided all required notices and obtained all necessary consents, authorisations, and lawful bases to permit the lawful processing of Customer Personal Data through the Gnosis HQ Services.

• We will only process Customer Personal Data in accordance with this Agreement and the terms of our Privacy Policy.

19. LIABILITY EXCLUSIONS IN RELATION TO BLOCKCHAIN-RELATED TECHNOLOGY

You acknowledge and agree that:

• the Gnosis HQ Services allow you to (based on your instructions) create transactions for approval through Wallets that you connect to your Account (and if you approve a transaction you will then be required sign the proposed transaction with your security credentials so that such transaction can be sent to (and executed on) the relevant blockchain network from your Wallet). In such circumstances you are responsible for checking the accuracy of your instructions to us that are used as the basis to propose the relevant transaction for approval and if you approve it you are responsible for signing the proposed transaction with your security credentials. We are not responsible for these transactions sent by your Wallet and do not guarantee they will be executed on the relevant blockchain network.

• the provision of any Wallets you connect to your Account is subject to your agreement with the relevant third party Wallet provider. We shall have no liability to you for any loss or damage that you may suffer (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising in connection with the provision or your use of, or the services provided by, your Wallet. You should familiarise yourself with the terms and conditions of the relevant third party Wallet provider;

• you alone are responsible for securing security credentials associated with any Wallets you connect to your Account. Where you lose your security credentials and/or access to your Wallet, or your Wallet is compromised or becomes inaccessible, (in each case howsoever caused) then you may permanently and irreversibly lose access to your Wallet (including losing access to and control over the crypto-assets stored in your Wallet), and the ability to interact with your Wallet via the Gnosis HQ Platform.

• We do not provide any legal, regulatory, or other specialist advice, endorsement or recommendation to you in respect of any crypto-assets under any relevant financial services laws and regulations, and we shall have no liability, nor shall we assume any duty of care, to you in respect of any such laws or regulations;

• legislative and regulatory changes or actions at state or international level may adversely affect the use, transfer, exchange, ownership, sale and/or the value of crypto assets. There may be legal or regulatory restrictions, now or in the future, to acquire, own, hold, sell or use crypto assets or to exchange them for fiat currency in one or more countries;

• transactions on blockchain networks may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; and

• the network upon which crypto assets are transferred is subject to risks including flaws in the technology, exposure from hacking, malware and general security threats, 51% or other consensus-based attacks, changes in the consensus protocol or algorithms, decreased community or validator support, the existence or development of competing networks, platforms and assets, flaws in the scripting language, disputes between developers, validators and/or users and regulatory action, and the development of any such risk or any such security breach could compromise the security credentials which control your Wallets. We are not obliged to assist you and have no responsibility to you for resolving any such risks or the consequences of them.

20. GENERAL DISCLAIMERS

• Except as expressly provided in the Agreement and to the extent permitted by applicable law, the Gnosis HQ Services are provided "as is" and we disclaim all other conditions, warranties, representations, undertakings or other terms which might have effect between the parties with respect to the Gnosis HQ Services. We do not warrant anything in relation to systems that do not make up the Gnosis HQ Services.

• We do not guarantee that the Gnosis HQ Platform, or any content on or services related to it, will always be available or be uninterrupted. Access to the Gnosis HQ Platform is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Gnosis HQ Platform without notice. We will not be liable to you if for any reason the Gnosis HQ Platform is unavailable at any time or for any period. We may update the Gnosis HQ Platform and/or change the content on it at any time without notice to you.

• You are responsible for making all arrangements necessary for you to have access to the Gnosis HQ Services.

• The Gnosis HQ Platform and the content on it are provided for general information purposes only. They are not intended to amount to advice or a recommendation or endorsement on which you should rely. You are solely responsible for the final decision as to your actions on or in relation to the Gnosis HQ Platform.

• We do not guarantee that the Gnosis HQ Platform will be totally secure or free from Vulnerabilities. The Gnosis HQ Platform may also be vulnerable to exploitation of Vulnerabilities in the code, as well as human error. You are responsible for configuring your information technology, computer programmes and platform in order to access the Gnosis HQ Platform and we recommend that you use your own virus protection software.

• The Gnosis HQ Platform relies on the internet to function, and the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the internet and/or other technologies. The internet or other electronic media (including without limitation electronic devices, services of third-party telecom service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are an inherently unreliable form of communication, and such unreliability may be beyond our control. The result of the above may be that a transaction you create, initiate or approve is not executed according to your instructions, at the desired time, or not at all.

• Under no circumstances shall we have any liability for any loss or damage you may suffer (whether in contract, tort (including negligence), breach of statutory duty or otherwise) caused by errors or omissions in any information, instructions or scripts provided to us by you or on your behalf in connection with the Gnosis HQ Services, or any actions taken by us at your direction.

21. OUR LIABILITY

• Nothing in the Agreement excludes or limits our liability for:
  • death or personal injury caused by our negligence;
  • our fraud or fraudulent misrepresentation; and
  • any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

• Subject to the terms of the Agreement, if we fail to comply with the terms of the Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that you accessed and used the Gnosis HQ Services.
• Notwithstanding Section 21.b, and to the maximum extent permitted under applicable law, in no event shall we (including our officers, directors, employees, contractors, agents representatives and/or Affiliates) be liable to you for:
  • Any loss or damage of any type, whether direct or indirect, arising out of or in any way related to you use or inability to use the Gnosis HQ Services, including (without limitation) arising from: (a) the compromise or loss of any Access Credentials or crypto assets, (b) your inability to access your Account, (c) any errors, omissions, or inaccuracies in any information associated with, or instructions provided via, your Account, (d) your failure to keep the device(s) on which you access the Gnosis HQ Services secure and free of any viruses and/or vulnerabilities, and/or (e) any failure, delay or unavailability of any blockchain networks, protocols or applications; and
  • any loss of profit, loss of business, business interruption, loss of opportunity, loss of data or for any indirect or consequential loss, whether arising from tort (including negligence), breach of contract, breach of statutory duty or otherwise.

• You agree to reimburse us and our Affiliates for any losses, costs, liabilities and expenses we or our Affiliates incur as a result of your breach of the Agreement.

• Our total liability to you for any loss or damage arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to the greater of: (i) USD 100 (one hundred United States Dollars) and (ii) the total amount paid by you to us to access and use the Gnosis HQ Services during the six (6) month period immediately preceding the event giving rise to such liability

22. INDEMNIFICATION

• Except to the extent prohibited by applicable law, you agree to defend, indemnify, and hold us, our Affiliates, licensors, and service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns harmless from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising or resulting from your breach of this Agreement or if you infringe or misappropriate a third party’s intellectual property rights or if you violate applicable law.

• Without prejudice and in addition to the indemnity set out above, in the event a third party brings any claim, suit or proceeding against us as a result of your breach of this Agreement, any third party’s intellectual property rights or violation of applicable law, you agree to cooperate and provide all assistance as we may reasonably require or request in connection with our defence of such claim, suit or proceeding.

• The indemnity set out in this Section is in addition to, and not in lieu of, any other remedies that may be available to us under applicable law.

23. TERMINATION & SUSPENSION FOR CAUSE

If we have reason to believe or suspect (acting reasonably) that you are or may be in breach of any term of this Agreement (including any of the prohibited uses under Section 15), we have the right to immediately do any or all of the following (without limitation), with or without notice to you:

• issue a warning to you;

• temporarily restrict or permanently withdraw your access and right to use the Gnosis HQ Platform;

• suspend, restrict or terminate provision of the Gnosis HQ Services to you;

• suspend, restrict or terminate your access to your Account;

• issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

• take further legal action against you; and/or

• disclose such information to Regulatory Authorities as we reasonably feel is necessary to do so.

24. OTHER TERMINATION RIGHTS

• You may terminate the Agreement at any time by delivering a signed written notice to us at gnosishq@gnosis.io to take effect on receipt.
• We may terminate the Agreement (in part or in whole) and/or cease providing any or all Gnosis HQ Services to you:
  • at any time on thirty (30) days' notice to you;
  • immediately on notice to you if you suffer an Insolvency Event; or
  • immediately with or without notice to you if so required by any competent Regulatory Authority or court or under applicable law.

25. CONSEQUENCES OF TERMINATION

• On termination of the Agreement for any reason:
  • all licences granted under the Agreement shall immediately terminate and you shall cease all use of the Gnosis HQ Services;
  • we may immediately terminate access to your Account and end your use of and receipt of the Gnosis HQ Services; and/or
  • we may destroy or otherwise dispose of any of your data (including Customer Personal Data) in our possession (except where we are required to retain any of your data to comply with our obligations under applicable law).
• If you have paid for access to any Subscription Services, and before the end of your subscription period:
  • You terminate the Agreement, or
  • You breach the terms of this Agreement and we terminate it,
  you will not receive any refunds for any unexpired period of your subscription, unless prohibited by applicable law.

• Termination of the Agreement shall not affect either our or your accrued rights, existing commitments or any contractual provision intended to be active beyond termination.

26. COOPERATION WITH REGULATORS

We have the right to cooperate fully with any national or international governmental, regulatory or law enforcement authority ("Regulatory Authorities") or court order. You waive and hold us harmless from any claims resulting from any action taken by any of them during, or taken as a consequence of, investigations by Regulatory Authorities.

27. NO THIRD PARTY RIGHTS

Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

28. FORCE MAJEURE

Neither we nor our respective Affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber-attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

29. ASSIGNMENT

The Agreement is personal to you and you may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under the Agreement without our prior written consent. We may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of our rights and obligations under the Agreement without your written consent.

30. ENTIRE AGREEMENT

The Agreement constitutes the entire agreement and understanding between you and us relating to the subject matter set out and supersedes any previous agreement, arrangement, promise, assurance, warranty, representation and understanding whether written, oral or implied between you and us relating to its subject matter. Each party acknowledges that by entering into the Agreement it does not rely on, and hereby waives any rights it may have to, any statement, representation, assurance, warranty or undertaking (whether written or oral and whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it will have no claim for innocent or negligent representation or negligent misstatement based on any statement in the Agreement.

31. SEVERABILITY

Each of the Sections of the Agreement operates separately. If any court or Regulatory Authority decides that any of them are unlawful or unenforceable, such Sections shall be amended to the minimum extent necessary to render them lawful and enforceable and the remaining Sections will remain in full force and effect.

32. NO WAIVER

If we fail to insist that you perform any of your obligations under the Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

33. GOVERNING LAW & JURISDICTION

The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Cayman Islands. The courts of the Cayman Islands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

34. NOTICES

Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our Site, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

35. CONTACT US

If you have any questions about this Agreement, please contact us at gnosishq@gnosis.io.

36. DEFINITIONS

• Account has the meaning given in Section 5.a.

• Access Credentials has the meaning given in Section 5.i.

• Admin has the meaning given in Section 5.f.

• Affiliate means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

• Agreement has the meaning given in Section 2.a.

• Authorised Users has the meaning given in Section 5.g.

• Billing Cycle has the meaning given in Section 10.d.

• Customer has the meaning given in Section 3.b.

• Customer Personal Data has the meaning given in Section 18.a.

• Feedback has the meaning given in Section 17.a.

• Free Services has the meaning given in Section 10.a.

• Gnosis HQ has the meaning given in Section 1.a.

• Gnosis HQ Platform has the meaning given in Section 2.b.

• Gnosis HQ Services has the meaning given in Section 2.b.

• Insolvency Event means in relation to a party, any of the following events: (a) it is unable to pay its debts as they fall due; (b) it begins negotiations with any of its creditors with a view to the general readjustment or rescheduling of any of its indebtedness; (c) a moratorium is declared in respect of any of its indebtedness; (d) any step is taken with a view to a moratorium or a composition, assignment or similar arrangement with any of its creditors; (e) any step is taken to have a receiver, administrator, administrative receiver, liquidator, provisional liquidator, trustee or similar officer appointed in relation to it or any of its assets; (f) any step is taken to have a winding up order made or a resolution for a winding up passed in relation to it (otherwise than for the purposes of a corporate reconstruction or amalgamation); (g) any person other than a secured creditor attaches or takes possession of, or executes, distrains or sues out any form of legal process against, the whole or any part of its undertaking or assets and that attachment, possession or process is not discharged within 14 days; (h) any event occurs which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.

• Open Source License Terms has the meaning given in Section 16.c.

• Open Source Software has the meaning given in Section 16.c.

• Organisations or Orgs has the meaning given in Section 5.a.

• Owner has the meaning given in Section 5.e.

• Regulatory Authorities has the meaning given in Section 26.

• Sanction Authorities has the meaning given in Section 6.b.ii.

• Sanction Authority has the meaning given in Section 6.b.ii.

• Section has the meaning given in Section 3.b.

• Site has the meaning given in Section 1.a.

• Subscription Fees has the meaning given in Section 10.d.

• Subscription Services has the meaning given in Section 10.b.

• Supported Jurisdiction means any jurisdiction other than a jurisdiction which is subject to sanctions imposed by any Sanction Authorities.

• Third Party Services has the meaning given in Section 9.a.

• Trial Period has the meaning given in Section 13.a.

• Vulnerabilities means any weakness of an asset or control that can be exploited by a threat actor.

• Wallets has the meaning given in Section 7.a.i.

• Withdrawal Period has the meaning given in Section 12.a.