Terms & Conditions

Last Updated on June 2024

These terms and conditions (“Terms”) form a legally binding agreement between you and First Answer Pte Ltd (a private limited company formed under the laws of Singapore with Entity Incorporation Number: 202111586G having registered address as #12-17, The Work Boulevard, 20 Collyer Quay, Singapore – 049319), or its relevant, group companies, affiliates, and subsidiaries as mentioned below (referred to as ” “Liminal,” “we,” “our,” or “us”). These Terms govern your access and use of Liminal’s services (“Services”), including the Liminal website, Liminal platform, APIs, mobile applications (each, an “App”), and any software services provided by Liminal, as well as all written or electronic materials, including software, data, text, audio, video, images, photos, graphics, or other content (“Content”). By accessing or using our Services, Purchasing Services, registering for an account with us, executing these Terms, or accepting references to these Terms, you agree to be bound by these Terms.

Liminal subsidiaries:

Singapore:
Answer Eleven Pte Ltd is a private limited company formed under the laws of Singapore with Entity Incorporation Number: 202209266N having registered address as #12-17, The Work Boulevard, 20 Collyer Quay, Singapore – 049319
India:
First Answer India Technologies Private Limited incorporated under the laws of the Republic of India with Corporate Identification Number: U63121MH2023FTC408642 having an address at 271, 1 FLR Business Park, Vishweshwar Nagar Road, Goregaon East, Goregaon East, Mumbai-400063, Maharashtra, India.
United Arab Emirates – Dubai & ADGM:
1. a. First Answer Middle East Limited is regulated and authorized by the Financial Services Regulatory Authority of Abu Dhabi Global Market (ADGM) with Financial Services Permission Number (220125) having registered address at Office 1123, 11th Floor, Al Maqam Tower, Maryah Island, Abu Dhabi, UAE 111355.
2. b. First Answer Custody FZE is incorporated under the Dubai World Trade Centre Authority Company Rules and Regulations and its registered address is Floor No. 25, Premises No. E36, Sheikh Rashid Tower, Plot No-3360301, DM Building Number 14 in the Dubai World Trade Center Complex, Sheikh Zayed Road, Dubai.

References to “you” and “your” means Customer.

References to a “party” or the “parties” means Customer and Liminal either singly or collectively.

DEFINITIONS

1.1 “Account” means your account relationship with Liminal, which shall include the ability
to access and utilize the Liminal Services.

1.2 “AML/KYC Requirements” has the meaning set out in Section 3.4.

1.3 “Applicable Laws” means all relevant applicable laws, statutes, regulations, rules,
ordinances and self-regulatory guidelines.

1.4 “Customer” means a Licensee, including its affiliates, authorized persons, signatories and
employees, who becomes a customer of the Company.

1.5 “Content” means any information, text, graphics, or other materials uploaded by the
Company or the Users, which is accessible on the Online Platforms.

1.6 “Digital Asset Deposits and Withdrawals” means Digital Assets are transferred to one or more Liminal Vault(s) designated for Services. Deposits and withdrawals from any external address whitelisted with the company will typically be credited to, or debited from, your Account after the required number of network confirmations have occurred on the blockchain, or other relevant settlement metrics, which shall be determined for each Digital Asset accepted at Liminal’s sole discretion.

1.7 “Digital Assets” means any convertible or other digital asset (as defined under relevant Applicable Laws) owned by the Customer and approved by and/or supported by the company for use in connection with the Services.

1.8 “Fiat Currency” or “Fiat” means any other government-backed fiat currencies approved by and/or supported by Liminal for use in connection with the Services.

1.9 “Force Majeure Event” has the meaning set out in the relevant section below.

1.10 “Funds” refers to both Digital Assets and fiat currency, as the case may be.

1.11 “Liminal Software” means the standard user interface used by Licensees to access and administer their assets through the Software Service.

1.12 “Licensee” means a customer in good standing of the Software Service provided by Liminal, under the License Agreement.

1.13 “License Agreement” means the agreement entered into by and between the Licensee and Liminal conferring a limited license to access and use the Software Service.

1.14 “Prohibited Person” means (a) any individual not 18 years old as required by applicable law or entity subject to any sanctions administered or enforced by the relevant jurisdictions; and (b) any individual or entity located, organized, or resident in countries including but not limited to Cuba, Iran, North Korea, Syria, Russia or the Crimea Region of Ukraine, or owned or controlled by any individual, entity or government in those countries or sanctioned jurisdiction as per FATF or regions categorized as “High-Risk Jurisdictions”

1.15 “Sanctions Lists” has the same meaning ascribed under the relevant applicable law.

1.16 “Software Service” means the software and associated services governed by an Agreement with Liminal.

1.17 “Terms” means these terms and conditions governing your use of the Liminal Service

1.18 “User” is any natural, juristic or legal person who uses Online Platforms and avails the Services. Users may also be referred to as “you” “your” “Customer” or “Licensee”

SERVICES

2.1 Liminal grants you and your registered clients (“Users”) a non-exclusive, non-sublicensable, non-transferable right to access and use the Services provided by Liminal website and Platform, subject to these terms and conditions. The Services may include but are not limited to digital assets wallet management software, Digital Asset Custody Services & other third-party services. Liminal may modify the Services at its sole discretion, provided such modifications do not materially diminish the functionality of the Services.

USE OF THE SERVICE

3.1 Customers of Liminal shall not access its services without providing all such information as Liminal may require, in its sole discretion, to comply with all Applicable Laws and regulations, including its AML/KYC requirements as per Liminal’s Internal Policies. And, if such application is approved by Liminal’s compliance department, (ii) agreeing to comply with these Terms. Liminal, in its sole discretion, may reject any application and decline to establish an account with any otherwise eligible customer for any reason without notice or explanation.

3.2 Identity Authentication: To register for a Liminal Service account, You agree to provide accurate, current, and complete information about yourself as prompted by the registration process or as requested by Liminal, and to keep such information updated. You authorise Liminal and its affiliates to validate and verify your identity using third-party service providers.

3.3 False Information. You understand and acknowledge that submitting false information in connection with an application, or failure to timely update us with respect to material changes to your application information, may expose Liminal to liability. You understand further that your willful or negligent submission of false information at account opening, or any time after becoming a Customer, may result in costs to Liminal, including, but not limited to, the costs of defending against legal or regulatory actions brought by competent authorities, or civil and/or criminal monetary penalties. To the fullest extent of the law, you agree that such costs as are demonstrably and directly incurred by Liminal as a result of your willful or negligent submission of false or misleading information at account opening or at any time after becoming a Customer of Liminal are an indemnifiable liability under these Terms.

3.4 To ensure that Liminal provides a reputable service in full compliance with its AML/KYC Requirements, Liminal has adopted a program, including policies, procedures and controls, reasonably designed to enable Liminal to “know its customers” and to monitor their behaviour on an ongoing basis to detect suspicious transactions and/or activity and comply with mandatory reporting requirements. The Customer acknowledges that Liminal is required to engage in such monitoring activities and to file suspicious transaction/activity reports, and any other reports as may be required by the AML/KYC Requirements and applicable laws and regulations including Financial Intelligence Units (FIUs) of respective jurisdictions.

3.5 Customer also acknowledges that Liminal will provide Customer information in accordance with all appropriate, legal requests from, including but not limited to, court orders such as a notice, law enforcement agencies, Government organizations, national security letters, etc. Liminal reserves the right to refuse to open an Account to or to bar transactions from or to, or terminate any relationship with, any Customer for any reason (or for no reason) at any time where Liminal concludes that doing so is needed to comply with its responsibilities under the AML/KYC Requirements and beyond its risk appetite. Customer agrees to excuse Liminal from the performance of its obligations relating to Customer and these Terms if Liminal reasonably determines that performance might cause it to violate its relevant regulatory obligations

3.6 Investigations, Governmental Authorities and Legal Proceedings

3.6.1 Liminal may initiate and carry out an investigation into any matter related to these Terms or the Customer’s use of the liminal Service. Liminal may disclose any information and documents received regarding any Customer, its Account and its use of the Services to any governmental authority:

3.6.2 to the extent required by Applicable Laws; and

3.6.3 in connection with any legitimate investigation, request, inquiry or proceeding by any governmental authority acting within the scope of its
jurisdiction.

3.6.4 Customer further acknowledges that Limimal and their Affiliates may be required to report transactions that raise suspicions of AML or CFT violations and to disclose the identity of the parties, Customer and any related parties to appropriate government authorities.

3.6.5 Liminal will strictly comply with any order or writ of attachment issued by any governmental authority. To the extent not prohibited by applicable laws, requests of law enforcement will provide a Customer with prompt written notice of any order or writ of attachment or other legal process affecting any assets of such Customer.

3.6.6 Liminal will be under no obligation to contest, challenge, or question the terms of such order or writ, or to raise any defence that a Customer may have against the governmental authority seeking any order or writ against any assets of such Customer. Liminal will only be obligated to release affected Customer assets when it has been served with an order that such Customer assets may be released.

3.7 Wallets and Digital Assets: Your wallets and your Digital Assets are your responsibility. Liminal cannot cause transactions transferring Digital Assets from your wallets except in conjunction with a request or instruction through the Custody Service wherein Liminal holds your private keys. In cases otherwise, you shall need the private keys not controlled by Liminal to initiate the transfer of Digital Assets.

3.8 The Customer represents and warrants that any digital asset listed on its platform for trading, which subsequently qualifies for custody within the Company’s infrastructure shall be the primary responsibility of the Customer wherein the Customer acknowledges and agrees that it assumes primary liability for the security, operational integrity, and regulatory compliance of the listed digital asset.

3.9 Passwords and Security: You are responsible for maintaining adequate security and control of all login IDs, passwords, private keys, personal identification numbers (PINs), and any other codes that you use to access the Service. You will be solely responsible for the private keys that we provide to you or that you generate for our wallets, and maintaining secure backups. You will prevent unauthorized access to or use of the Services using your account credentials or private keys, and notify us promptly of any such unauthorized access or use. You must keep your account ID, passwords, and any other account credentials confidential and not authorize any third party to access or use the Service on your behalf unless we provide an approved mechanism for such use. You will notify us at [email protected] of any security breach of your account, system, or network as soon as possible.

3.10 Managing Your Keys: To the extent you avail services provided by us, including Wallet Infrastructure or Liminal Vault Services wherein you control the private keys for a Digital Asset wallet provided by the Service, you are solely responsible for maintaining the security of these private keys. If you appoint a third party to control one or more of your private key(s), whether or not an appointment is made through the Service (e.g., through a key recovery service), Liminal is not responsible for the actions or omissions of the third party. Control of these keys will allow such a third party to transfer all of your Digital Assets from your wallets, and you may never regain those Digital Assets.

3.11 Ownership and Custody: To the extent you avail services provided by us, including custodial services, you acknowledge that you remain the owner / lawfully authorized holder of the Digital Assets which are held in trust by us in custody for you in your Digital Assets wallet, and we have no ownership rights, or any other right, title or interest, in the Digital Assets, other than as a custodian hereunder. Digital Assets held by you are not recorded in our books of accounts as assets under our Liminal’s ownership. Therefore, the Digital Assets held by you in your Custodial Account will not form a part of Liminal liquidation estate assets in the event of insolvency of Liminal. You are solely responsible for all legal and tax obligations arising with respect to the ownership and dealing of the Digital Assets. Liminal entities shall be governed by the following relevant governing laws for the purposes of the protecting the customer assets:

a. First Answer India Technologies Pvt Ltd offers wallet infrastructure & custody of digital assets services to its clients in India and is governed by Financial Intelligence Unit- India and operates in compliance with the Section 18 of the Insolvency and Bankruptcy Laws 2016, Companies Act 2013 and other applicable laws.

b. Answer Eleven Pte Ltd offers wallet infrastructure, custody of digital assets and staking services (Note: Staking services is enabled by third party service providers) to its clients in Singapore and globally (except India) and is governed by the Monetary Authority of Singapore. It operates in compliance with the Section 18B – Payment Services (Amendment) Regulations 2024, Singapore and other applicable laws.

c. First Answer Middle East Ltd offers custody of digital asset services in UAE, ADGM and other countries (except India) and is governed by the regulations of Financial Services Regulatory Authority (Abu Dhabi Global Market ADGM) in UAE. It operates in compliance with the Chapter 16 of Conduct of Business Rulebook (COBS) – Resolution planning for Client Money, Relevant Money and Safe Custody Assets and other applicable laws.

d. First Answer Custody FZE offers custody of digital asset services in UAE and other countries and is governed by the regulations of Dubai World Trade Centre in UAE. It operates in compliance with Part VII – Insolvency and Wind Down Regulations of Company Rulebook and other applicable laws

NON-LIMINAL APPLICATIONS

The Services may include features designed to interoperate with Non-Liminal Applications provided by you or a third party. To use such features, you must procure Non-Liminal Applications from the providers of such applications and may be required to grant us access to your account on those applications. By enabling Non-Liminal Applications for use with the Services, you grant us permission to allow the provider of those applications to access your information and End User Data to interoperate with the Services. We are not responsible for any disclosure, modification, or deletion of Content or End User Data resulting from access by a Non-Liminal Application. If the provider of a Non-Liminal Application ceases to make it available for interoperation with the corresponding Services features on reasonable terms, we may cease providing those Services features without entitling you to any refund, credit, or other compensation.

THIRD-PARTY SERVICES

5.1 In connection with your use of the Services, you may be offered Third-Party Services by third-party providers. We may make Third-Party Services available to you, but our inclusion or promotion of those services does not imply sponsorship, endorsement, approval, investigation, verification, certification, or monitoring of those services by Liminal. Your acquisition of Third-Party Services and any exchange of data between you and any non-liminal provider is solely between you and the provider. Liminal does not warrant Third-Party Services in any way. Use of Third-Party Services is at your own risk, and you are subject to the terms and conditions of the provider of Third-Party Services which may differ from these Terms. Under no circumstances will we have any liability for Third-Party Services. Portions of the Service may include third-party open-source software that is subject to third-party terms and conditions (“Third Party Terms”). If there is a conflict between any Third Party Terms and the terms mentioned herein, then the Third Party Terms shall prevail but solely in connection with the related third party open source software. Notwithstanding anything in the terms contained to the contrary, the Company makes no warranty or indemnity hereunder with respect to any open-source software.

FORK POLICY

6.1 Fork Policy Clause: The Fork Policy, as outlined in Annexure A, is hereby incorporated by reference and forms an integral part of these Terms and Conditions.

TAXES

7.1 Our fees do not include any taxes assessable by any jurisdiction whatsoever. You are responsible for paying all such Taxes associated with your purchase of service under these Terms. If we have a legal obligation to pay or collect taxes for which you are responsible, we will invoice you, and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for Liminal taxes assessable against us based on our income, property, and employees.

7.2 If applicable law requires you and/or us to withhold Taxes from your payment(s) to Liminal, you will provide reasonable assistance to Liminal by promptly providing valid tax receipts and other required documentation evidencing your payment of such taxes and assisting Liminal in filing applications to reduce such Liminal taxes. and / or claiming credit for the same in accordance with the Applicable Law.

7.3 As owners of the Digital Assets, you understand that you understand that you are solely responsible for determining your tax liability and for payment of all taxes, duties, and similar charges to the appropriate tax authority under the Applicable Laws, in respect of any transactions pertaining to your Digital Assets. Further, not being the owner of the Digital Assets held in your Custodial Account, we are not responsible to withhold taxes in respect of the transactions carried out by you pertaining to your Digital Assets. In any case, if we are required to make any tax deduction, we will carry out the same as per the Applicable Laws.

RISK

8.1 You acknowledge that using Digital Assets, their networks, and protocols involves serious risks. You are responsible for learning about all the risks involved with Digital Assets, their protocols, and networks, as these risks are numerous. Even if Liminal alerts you to some of the risks involved with Digital Assets, their protocols, and networks, Liminal has no responsibility to alert you to all these risks. Liminal has no control over and makes no representations regarding the value of Digital Assets

8.1.1 Risk Disclosures. : Digital asset is not legal tender, is not backed by the government, and accounts and value balances are not subject.

8.1.2 Changes to the legal and regulatory framework, or actions at the state, federal, or international level, may adversely affect the use, transfer,
exchange, and value of digital assets.

8.1.3 Transactions in digital assets may be irreversible, and, accordingly, lossesdue to fraudulent or accidental transactions may not be recoverable.

8.1.4 Some digital asset transactions shall be deemed to be made when recorded on a public ledger for bookkeeping purposes, which may or may not be the time reflected on the user interface or the time the transaction was made.

8.1.5 The volatility and unpredictability of the price of digital assets relative to fiat currency may result in significant losses over a short period of time.

8.1.6 The nature of digital assets may lead to an increased risk of loss due to fraud or cyber-attacks.

8.1.7 The nature of digital assets means that any downtime incidents experienced by liminal may prevent the access or use of a customer’s
digital assets.

8.2 YOU ACKNOWLEDGE AND ACCEPT THE RISKS OF HOLDING AND INVESTING IN DIGITAL ASSETS AND AGREE THAT LIMINAL IS NOT LIABLE FOR ANY
LOSS OF VALUE YOU MAY EXPERIENCE AS A RESULT OF CHOOSING TO ACCESS ANY OF THE LIMINAL SERVICES.

PRIVACY

9.1 Please refer to our privacy policy located at https://www.liminalcustody.com (“Privacy Policy”) to understand our commitment to protecting your privacy. By accessing or using the Service, you agree to the collection, use, and disclosure of your information in accordance with the Privacy Policy.

9.2 Account Communications: We reserve the right to send you emails regarding the Service, including notices, updates, and amended Terms. We may also send you promotional emails about Liminal’s products and services, which you may unsubscribe from using the instructions provided in the email.

9.3 Sharing of Information with Third Party: Subject to our privacy policy and notwithstanding anything contained therein, you expressly consent and agree that by using our services, you consent to the sharing of your personal data, including KYC information, with trusted third-party service providers essential for identity verification, payment processing, and service security. This data sharing is integral to our operations and is limited to the minimum necessary for these purposes. Your acceptance of our terms and conditions signifies your explicit consent to this data-sharing arrangement. We prioritize your data’s privacy and security, ensuring that third-party providers adhere to strict standards. If you disagree with this arrangement, please refrain from using our services. Your privacy matters, and we are committed to safeguarding your information

SUSPENSION AND TERMINATION

10.1 We reserve the right, at our sole discretion, to temporarily suspend or terminate your access to the Service, with or without cause, and with or without notice, without incurring any liability. Grounds for suspension or termination may include but are not limited to, actual or suspected violation of these Terms, use of the Service in a manner that may cause Liminal to have legal liability, scheduled downtime and recurring downtime, or unplanned technical problems and outages.

10.2 Upon request of a Customer, or upon closure of the Account for any reason, Liminal will return any and all unencumbered (i.e., not locked, blocked, blacklisted or otherwise encumbered) eligible Digital Assets held by the company in accounts managed on the Customer’s behalf (if any) to such Customer in accordance with the standard withdrawal policies of Liminal. If Customer intends and is permitted to remain a Licensee of the Software Service, Customer may elect to designate one or more Liminal Vaults as the destination for the return of Customer’s Digital Assets held with Liminal.

PROHIBITED USE

11.1 You will not, and will not encourage or assist any third party to, use any unauthorised means to gain access to the Service or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Liminal) to access or use the Service or distribute instructions, software, or tools for that purpose. You will not modify, alter, tamper with, repair or create derivative works of the Service. You will not interfere with or disrupt servers or networks used by Liminal to provide the Service. You will not damage, disable, overburden, or impair the Service (or any network connected to the Service). You will not use the account of another user except by a mechanism provided by Liminal and authorized by the user. You will not use the Service for any purpose other than as expressly permitted by these Terms, the Privacy Policy, or any Liminal user guides and policies available via the Service (“Policies”). You will not engage in any unlawful or fraudulent activity or perpetrate a hoax, engage in phishing schemes, forgery, or other similar falsification or manipulation of data. You will not send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise. You will not advertise or promote a commercial product unless your account is subject to a separate contract governing that relationship and your compensation to Liminal. Liminal reserves the right to determine, in its sole discretion, whether and what action to take in response to a claimed violation of these Terms. Any action or inaction in a particular instance will not dictate or limit our response to a future complaint.

PRODUCT UPDATES

12.1 Liminal may, in its sole discretion, make unscheduled deployments of changes, updates, or enhancements to the Service at any time. We may add or remove functionalities or features, and we may discontinue the Service altogether. Depending on your device settings, we may automatically check your version of the App and automatically download new versions of the App to your device.

RESTRICTIONS

13.1 Liminal provides you with a personal, non-transferable, non-exclusive right to use the Service. Your use of the Service is conditioned on your compliance with these Terms. You may not, and you may not allow anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile, or attempt to extract the source code of the Service or any part thereof, except to the extent permitted by applicable law. You may not assign your rights to use the Service, grant an interest in or over your rights to use the Service or transfer any part of your rights under these Terms to anyone else. If you access any of the Services for a fee, your use of the Service is conditioned upon your payment of the fees due. These Terms do not grant you any license or permission to copy, distribute, modify, or otherwise use any application programming interface. You acknowledge and agree that Liminal retains all proprietary rights related to the Service, and no title to or ownership of any proprietary rights related to the Service is transferred to you pursuant to these Terms. All rights not explicitly granted to you under these Terms are reserved by Liminal.

13.2 By using our custody services, you understand and accept that our custodial services are subject to our Asset Acceptance Policy. We reserve the right to determine which digital assets are eligible for custody and may add, remove, or restrict the availability of specific assets at our discretion. You agree to abide by this policy and acknowledge that it may impact your ability to store or transact with certain digital assets.

13.3 For clients opting for self-custody of digital assets, you acknowledge and accept full responsibility for the digital assets you list on your own platform. This includes but is not limited to the Regulatory Compliance, Stability of the digital asset, Tokenomics, Security and Technology of the digital assets. It is your sole responsibility to ensure the security and integrity of the assets you choose for self-custody on our platform. By using our custody services and/or software for self-custody, you confirm that you have read, understood, and accepted the terms outlined in this clause. Furthermore, you agree that you shall be solely liable for any third-party claims, damages, losses, or liabilities that may arise as a result of any issues, breaches, or failures related to the digital assets you have chosen for custody on our platform. This includes, but is not limited to, any claims arising from regulatory non-compliance, security breaches, or any other issues related to the assets listed on client’s own platform. You hereby indemnify and hold us harmless from any such third-party claims or liabilities.

USER CONTENT

14.1 Your Content

You are solely responsible for the User Content that you provide or make available via the Service, or that other users provide or make available. Liminal has no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of, or failure to store or encrypt any User Content. If your access to the Service is suspended or terminated, you will not have access to the User Content.

14.2 Sharing of Content

If you enable features that allow you to share User Content with others, anyone you’ve shared User Content with (including the general public, in certain circumstances) may have access to your User Content.

14.3 Right over User Content

You grant Liminal and its contractors the right to use, modify, adapt, reproduce, distribute, transmit, display, and disclose User Content as reasonably necessary to provide the Service or as otherwise permitted by these Terms. You represent and warrant that you have all the rights in the User Content that you provide necessary for you to use the Service and to grant the rights in these Terms and that the storage, use, display, reproduction, distribution, modification, adaptation, or transmission of such User Content does not violate any law or these Terms.

14.4 Responsibility

14.4.1 You will be solely responsible for the nature, quality, and accuracy of the User Content;

14.4.2 You will ensure that the User Content (including the storage or transmission thereof) complies with these Terms and all applicable laws and regulations;

14.4.3 You will promptly handle and resolve any notices and claims relating to the User Content, including any notices sent to you by any person claiming that any User Content violates any person’s rights, such as taking your use of additional encryption technology to protect the User Content from unauthorized access.

14.5 Inappropriate Content: You agree not to store or transmit any inappropriate User Content, including User Content that:

14.5.1 is unlawful, defamatory, threatening, pornographic, abusive, libellous or otherwise objectionable;

14.5.2 encourages conduct that could constitute a criminal offence;

14.5.3 violates the intellectual property rights or rights to the publicity or privacy of others;

14.5.4 contains harmful or deleterious computer code, files or programs such as viruses, Trojan horses, worms, time bombs, cancelbots, or spyware; or

14.5.5 harms threatens or harasses another person, organization, or Liminal.

14.6 Global Storage

You acknowledge and consent to the storage and processing of User Content and any other personal information in Singapore. Liminal reserves the right to store and process personal information outside of Singapore. Liminal is required by Applicable Law, including its AML/KYC Requirements, to keep and retain the information Customer provides Liminal regarding the identity of the legal entity applicant and its related persons during onboarding as well as information regarding Customer’s use of Liminal Service on an ongoing basis. Liminal will keep and maintain such records of such information for a minimum of six (6) years , or such longer period as it deems appropriate in its sole discretion and as required in line with appropriate laws. Such Customer information shall be deemed held in confidence, except as Liminal may, in its sole discretion, determine the information is required to be disclosed or released in order to comply with its regulatory Requirements. Customer information shall be kept and maintained in a form and mannerconsistent with Liminal’s policies and obligations under Applicable Law.

NO WARRANTIES

15.1 Customer is not, and shall not become during the Term, a Prohibited Person. Customershall not transact on, or otherwise interact with, the Liminal Services on behalf of or for the financial benefit of a Prohibited Person. Customer not owned or controlled by any Prohibited Person. Customer is not, and shall not become during the Term, a resident of a Prohibited Jurisdiction.

15.2 Your access to and use of the Service is at your sole risk. The Service is provided “as is,” “with all faults,” and “as available.” To the maximum extent permitted by applicable law, Liminal expressly disclaims all representations or warranties of any kind, whether express, implied, statutory or otherwise, including, without limitation:

a. any warranty that the Service will be uninterrupted, error-free or free of harmful components, that the content will be secure or not otherwise lost or damaged;

b. any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement; or

c. any warranty arising out of any course of performance, course of dealing or trade usage. Liminal also disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content;

d. any harm to your computer system, loss of data, cyber threat, hacks or other harm that results from your access to or use of the Service or any content;

e. the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Service; and

f. whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Liminal or through the Services, will create any warranty or representation.

15.3 Liminal may cease providing services and terminate the Account immediately upon a determination by Liminal in its sole discretion that Customer is:

15.3.1. in violation of any of its covenants, representations or warranties under these Terms; or,

15.3.2. no longer a Licensee of Liminal. in good standing.

INDEMNIFICATION

16.1 You agree to indemnify and hold Liminal and its subsidiaries, affiliates, officers, agents, employees, partners, suppliers, and licensors harmless from any claim, action, investigation, or demand, including reasonable attorneys’ fees, arising out of or relating to:

16.1.1 your violation of Applicable Law;

16.1.2 User Content;

16.1.3 use of the Service by you or under your account; or

16.1.4 your violation of these Terms or any third-party rights.

16.1.5 any action we take pursuant to your written or oral instructions;

16.1.6 your other actions or omissions that result in liability to Liminal

16.2 Liminal will use commercially reasonable efforts to notify you of any such claim, action, investigation, or demand that is subject to your indemnification obligation

LIMITATIONS OF LIABILITY

17.1 To the maximum extent permitted by law, Liminal, its subsidiaries, affiliates, officers, agents, employees, representatives, partners, suppliers, and licensors shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to damages for lost profits, revenue, goodwill, loss of digital assets, or user content, arising out of or in connection with these terms, the service, or the use or inability to use the service, even if any of the foregoing parties have been advised as to the possibility of such damages. This limitation applies under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise.

17.2 In no event shall the aggregate liability of Liminal, its subsidiaries, affiliates, officers, agents, employees, representatives, partners, suppliers, and licensors arising from or relating to these terms or the service exceed the greater of (a) $50, or (b) the amount paid, if any, by you to Liminal for the service in the three months before your claim arose. This limitation applies under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise.

17.3 These limitations and exclusions also apply if this remedy does not fully compensate you for any losses or failure of its essential purpose.

17.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you if you reside in such a jurisdiction.

CHOICE OF LAW AND DISPUTE RESOLUTION

18.1 For customers on boarded by Liminal Singapore

a. Any dispute, claim, or controversy arising out of or in connection with these terms or the service shall be determined by binding arbitration in Singapore, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language to be used in the arbitral proceedings shall be English. You and Liminal agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

b. The arbitrator shall not have the power to award damages that are limited or waived by these terms (such as punitive damages, treble damages, or any other damages which are not compensatory), to the extent such limitation or waiver is permitted under applicable law. The parties waive any right to recover any such damages. Further, the arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, to modify, change or excuse the performance of any material term of these terms, or to award equitable relief. The arbitration proceedings and decisions of the arbitrator shall be kept confidential (and may not be disclosed) by the parties or the arbitrator, except to the extent necessary to compel any award made by the arbitrator.

c. Notwithstanding any other provision in this section to the contrary, either party will at all times be entitled to seek and obtain injunctive relief from infringement or threatened infringement of its intellectual property rights, or misappropriation of its trade secrets, in any court having jurisdiction.

d. Any notice of arbitration shall be served by written notice as provided in these terms. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES AND LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE READ THESE PROVISIONS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, RATHER THAN JURY TRIALS OR ON RESOLUTION BY CLASS ACTION, AS FURTHER DESCRIBED IN THE ARBITRATION CLAUSE.

18.2 For customers onboarded by Liminal India:-

First Answer India Technologies Pvt Ltd shall be governed by and construed in accordance with the laws of India and any disputes shall be subject to the exclusive jurisdiction of the courts of India. Any dispute, controversy, or claim that is not resolved through mutual negotiations shall be finally settled by binding arbitration in accordance with the rules and procedures of Arbitration and Conciliation Act, 1996.

18.3 For customers onboarded by Liminal UAE:-

First Answer Middle East Ltd and First Answer Custody FZE shall be governed by the laws of ADGM and DIFC respectively and any disputes shall be subject to the exclusive courts of United Arab Emirates.

CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT

19.1 If you believe that your Content has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please notify Liminal in writing. The written communication must include the following:

19.1.1. A complete description of the item alleged to have been infringed and the exact location of the material, such as the permanent URL for the web page containing the material.

19.1.2. Your full name, email address, telephone number, and physical address.

19.1.3. Proof of copyright ownership of the Content concerned, a detailed description of where the work was created, by whom, who or what the subject of the image is, and evidence to support your claim of ownership.

19.1.4. The following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”

19.1.5. A signed document must be attached and sent by email to [email protected] or sent by fax to the address provided at the end of these Terms.

19.2. Infringement notices must be sent to the following address

First Answer Pte Ltd,

#12-00, The Work Boulevard,

20 Collyer Quay

Singapore – 049319

Email: [email protected]

INTELLECTUAL PROPERTY RIGHTS

20.1 Unless otherwise specified, all Content on the Online Platform is validly owned, or licensed to the Company and is protected under the applicable copyright, trademark, design, and other applicable laws. All logos, trademarks, service marks and logos of the Company and others used on the Online Platforms, displayed on the website, (“Trademarks”) are validly owned, or licensed to the Company and their respective owners. You may not copy, imitate or use them without our prior written consent.

20.2. The Company retains all rights, title, and interest in and to the Software and any intellectual property developed or used by the Company in connection with the Services. You shall not reverse engineer, decompile, or disassemble the Software. You shall not reproduce, modify, distribute, or create derivative works of the Company IP, or any part thereof, without the Company’s prior written consent. The Company shall be the sole and exclusive owner of all Intellectual Property Rights (including but not limited to patents, trademarks, copyrights, trade secrets and all other proprietary rights) related to the Website, Software, Application any modifications or improvements thereto, and any related materials or documentation (collectively, the “Company IP”). If you provide the Company with any feedback, suggestions, or ideas related to the Software or any related materials or documentation, the Company shall have the unrestricted right to use and exploit such feedback, suggestions, or ideas without any obligation or compensation to you. You shall promptly notify the Company of any actual or suspected infringement of the Company IP, and the Company shall have the right, but not the obligation, to take any legal action it deems necessary to protect its rights.

20.3. You may not use or display Liminal’s trademarks, service marks, logos, or slogans without Liminal’s prior written consent. If you provide comments, suggestions, or recommendations to us regarding the Services (collectively, “Feedback”), you as a result of this grant us and our affiliates a universe-wide, royalty-free, irrevocable, perpetual license (with the right to grant and authorise sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, publicly perform, and otherwise exploit such Feedback without restriction, including in connection with the Services and any updates, extensions, or successive versions of the Services.

MISCELLANEOUS

21.1. Notices.

All notices under these Terms shall be in writing and deemed effective upon (i) personal delivery,(ii) delivery by certified or registered mail, or by courier service, or (iii) the first business day after sending by email. Notices will be considered delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of delivery identified by the applicable postal service on any return receipt card or confirmation by courier service, even if such delivery was refused. Notices to you will be addressed using the contact information provided to Liminal in
connection with your account. Notices to Liminal will be addressed to the contact information below. Either party may update their contact information for notice purposes by giving the other party appropriate notice.

21.2. Address for notices:

First Answer Pte Ltd,

#12-00, The Work Boulevard,

20 Collyer Quay

Singapore – 049319

Email: [email protected]

21.3. Entire Agreement
These Terms, together with the Privacy Policy and any other terms, policies, and guidelines incorporated by reference, as well as any separate agreement executed between you and Liminal (if applicable), constitute the entire agreement between you and Liminal with respect to the
Service. These Terms supersede any prior agreements or understandings between you and Liminal relating to the Service. Termination of these Terms will not release or waive any claims\ that either party was entitled to assert before the termination. If there is a conflict between the terms of these Terms and the terms of any separately executed agreement between you and Liminal, then the terms of the separately managed agreement will prevail to the extent of the conflict.

21.4. Force Majeure Events.
Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, omission or condition beyond the reasonable control of the affected party (“Force Majeure Event”), provided the affected party gives prompt notice to the other and makes reasonable efforts to resume performance as soon as possible. The party not affected by such act, omission or condition may terminate the Account upon written notice if the other party remains unable to perform because of any circumstances described herein for a period of more than sixty (60) days. It is hereby clarified that neither an occurrence of a Force Majeure Event nor the termination of these Terms in connection therewith shall relieve either party from its obligations to pay the other any outstanding payments due in connection with Customer’s use of the Liminal Services.

21.5. Statute of Limitations
Regardless of any statute or law to the contrary, any claim or cause of action arising out of a breach of these Terms or your use of the Service must be filed within one (1) year after the claim or cause of action arose, or be forever barred. This time limitation will not apply to claims of misappropriation or infringement of intellectual property rights.

21.6. Independent Contractors
Liminal and you are independent contractors, and nothing in these Terms creates a legal partnership, agency, joint venture, or employment relationship between you and Liminal. These Terms are for the sole benefit of you and Liminal and are not intended to benefit any third party,except for any permitted successors of the parties. You may not assign or delegate these Terms or your obligations, rights, or responsibilities under these Terms. Any attempt to do so will be void. Liminal may assign or delegate these Terms or its obligations, rights, and responsibilities under these Terms, in whole or in part, at any time and without notice to you.

21.7. Savings Clause
If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be invalid or unenforceable, the parties agree that the court or arbitrator should endeavour to give effect to the parties intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect. If the court or arbitrator cannot do so, then the parties agree that the court or arbitrator should strike the invalid or unenforceable provisions and that the remaining provisions should be given their full force and effect.

21.8 Company Use
If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and promising to Liminal that you have the authority to bind that organization to these Terms (in which event, “you” will refer to that organization). However, each individual that uses the Service or accepts these Terms on behalf of an organization agrees that the permissions granted to Liminal under these Terms, and the restrictions and limitations to the rights of persons
and entities using the Service, apply to each such individual. You may use the Service only in compliance with these Terms and only if you have the power to form a contract with Liminal and are not barred under any applicable laws from doing so.

21.9. Interpretation
The word “or” as used in these Terms has the meaning equivalent to “and/or”. The terms ‘include’ and ‘including’ will be deemed to be immediately followed by the phrase “without limitation”. These Terms do not confer any rights or benefits to any third party beneficiaries. The headings appearing at the beginning of sections have been inserted for identification and reference purposes only and must not be used to construe or interpret these Terms. The word
“will” expresses an obligation equivalent to “shall”. These Terms will not be construed in favour of or against any party by reason of the extent to which any party participated in the preparation of these Terms. We each agree to contract in the English language. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

21.10. No Investment Advice.
For the avoidance of doubt, Liminal does not provide investment, tax, or legal advice, nor does Liminal act as a broker. Customers are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate based on its financial condition, sophistication and risk tolerance. Customers should consult their own legal or tax professionals before accessing Liminal Services. Liminal or its affiliates may assist users in learning more about the Liminal Services or the Software Service. Such information may be delivered in the form of blog posts, articles, links to third-party content, news feeds, tutorials,
videos and consultations. None of the information provided in this context constitutes investment advice, financial advice, trading advice, or any other sort of advice. The customer acknowledges that such information does not constitute advice and represents that it shall not make decisions in reliance on any such information. The customer acknowledges that, before making the decision to regard digital assets, it should conduct its own diligence and consult its own legal and financial advisors. Liminal will not be held responsible for any decision its Customers make to buy, sell, hold or invest in digital assets.

CONTACT US

For general inquiries, feedback, complaints, and/or grievances, please email us at [email protected]

Last Updated June 2024

Annexure-A (Fork Policy)

Liminal does not own or control the underlying software protocols that govern the operation of Digital assets. Digital Asset protocols are subject to changes in protocol rules (referred to as “forks”), and such forks may materially affect the value, function, or name of the Digital Asset. Each fork or airdrop faces unique technical, safety, liquidity, and timing challenges. This document describes the problem and clarifies Liminal’s policy on how to handle forks for its customers

1. Security

Liminal’s primary goal is always security and safety. Liminal will never introduce support for any fork where Liminal, at its sole discretion, believes it may be unsafe to do so. As forks have emerged in the past year, many have been launched quickly, with rapidly changing technical implementations continuing right up to the launch of the new fork.

2. Preservation of Value

Liminal also intends to preserve value for customers. When forks occur with significant value, Liminal will work with customers to attempt to deliver that new value to customers. This may or may not mean that Liminal can support the digital asset as a fully featured wallet with all the security principles that Liminal generally tries to maintain. It may mean that Liminal provides customers with tools such that they can access the digital asset and convert it to other forms of value.

3. Airdrops vs Forks

3.1 Airdrop: An Airdrop is when a digital currency blockchain issues a new asset using known public keys or addresses from another blockchain, such that holders of private keys from the original blockchain may access value on the “airdropped” blockchain.

3.2 Fork: A Fork is a new form of digital currency that emerges when a group of people decide to apply a new consensus layer to an existing blockchain. The result is the creation of a new blockchain, which can be very similar or very different from the original blockchain.

3.3 Fork: A Fork is a new form of digital currency that emerges when a group of people decide to apply a new consensus layer to an existing blockchain. The result is the creation of a new blockchain, which can be very similar or very different from the original blockchain.

4. Policy Considerations

14.1 There are 5 considerations that factor into Liminal’s decision to handle a fork: technical stability, market capitalization, liquidity, cost, and timing.

14.2 Technical Stability

14.2.1 Because security is our most important goal, the technical evaluation of any new fork or airdrop is critical. In order for Liminal to support a fork, Liminal must believe that the new fork is technically stable and safe. This determination will be made based on many factors, not limited to:

14.2.2 The technical team creating the fork

14.2.3 Whether the fork provides replay protection from the original fork

14.2.4 Whether the fork provides wipeout protection from the original fork

14.2.5 The strength new fork’s validator/mining capacity

5. Market Capitalization

5.1 In order for Liminal to consider support for a new fork or airdrop, the value within the fork or airdrop must be significant. If it is not measurable on top-10 exchanges to be more than $100M of value globally, Liminal will likely not support the fork. Note that in many cases, a new fork or airdrop may appear to have sufficient market capitalization to be supported, but it may not have sufficient liquidity (see below).

6. Liquidity

6.1 In addition to having sufficient market value, the forked digital asset must have sufficient liquidity. However, if it is thinly traded, access to the value of the digital asset would be a mirage to Liminal customers. In order for Liminal to support the digital asset, there must be sufficient liquidity in the market on reputable exchanges for a sustained period of time. In general, Liminal would expect to find at least $25M of daily liquidity available on well-known, trustworthy exchanges for a period of 14 days for Liminal to consider the forked digital asset as having real value.

7. Cost

7.1 There is considerable overhead in supporting new digital assets. Once Liminal issues wallets for a digital asset, Liminal supports that digital asset and blockchain essentially forever. Some forks are seemingly simple for Liminal to support. For example, if a forked digital asset is technologically the same as the original, it may be relatively low cost to support the new digital asset.

7.2 At the same time, some forks or airdrops may be technologically very different from existing supported digital assets. For example, new airdrops or digital assets may be built upon different cryptographic algorithms (For eg: RSA instead of Elliptic Curve) and may have new transaction formats, block formats multi-signature features, or other changes. The larger the changes, the higher the cost to support and maintain.

7.3 In general, if a new fork is costly, but has sufficient value to Liminal customers, Liminal will use its best efforts to enable Liminal customers access to the new digital asset. However, it may affect the timing under which Liminal can do so.

8. Timing

8.1 New airdrops and forks usually are introduced with some notification before the airdrop or fork occurs. However, sometimes these notification periods can be very short – less than 8 weeks. Additionally, airdrops can be done in such a way that the airdrop later will “expire”, giving implementers only short windows of time to claim the airdrop before the value is lost.

8.2 Unfortunately, Liminal cannot guarantee to support new forks or airdrops within any short timeframe. Business obligations, developer availability, and cost are all material factors, and safety, testing, quality, and service are our primary objectives.. While Liminal will do its best to make value available to its customers, we cannot guarantee a specific time frame when the exact considerations of future forks can be so varied.

8.3 Finally, should Liminal elect not to support a fork at one point in time, it does not mean that Liminal will never support that Fork. For example, upon launch, a Fork may not meet the stability market capitalization, or liquidity thresholds for Liminal to support. In the future, should the Fork become viable, Liminal may, at its sole discretion, elect to support the Fork or Airdrop.

9. Policy

9.1 In the event of an upcoming modification to the Network that could potentially result in a Digital Asset Network Fork or Airdrop, Liminal will use the best commercial efforts to provide the value of the forked Digital Asset to the Customer. However, Liminal’s first concern is always the security of Your existing Digital Assets. Liminal, at its sole discretion, may or may not decide to make Digital Assets available to Customers. Additionally, it may take significant time for Liminal to implement or provide access to any Digital Asset created as a result of a Fork. The customer indemnifies Liminal against any direct, indirect, incidental, special or consequential losses due to the inability to access any Digital Asset created as a result of a Fork or Airdrop.

9.2 In the event that Liminal does consider a Fork to be technically safe with sufficient market value and liquidity, but Customer desires access to the Fork in advance of the timing that Liminal can provide due to cost or timing considerations, Liminal will, in good faith with Customer, determine a product plan to enable Customer to access the value of the Fork or airdrop such that the Customer, at its sole expense, could access the digital asset.

9.3 Liminal reserves the right to update this policy and the criteria for measuring the viability of a Fork or Airdrop from time to time based on new technological, legal, or environmental factors that may emerge.

9.4 Liminal reserves the right to update this policy and the criteria for measuring the viability of a Fork or Airdrop from time to time based on new technological, legal, or environmental factors that may emerge.

Document Attributes

Title	Terms and Conditions
Function	Legal
Classification	Internal
Current Version	3.0
Review cycle	Annual

Distribution List

S. No	Distribution for
1	All employees of the group
2	Publishing on website

VERSION	Version 3.0 June 2024	SIGNATURE
PREPARED BY	Anagh Tiwari (AVP-Legal)
REVIEWED BY	Manan Vora (Sr. VP- Strategy & Business Operations)
APPROVED BY	Mahendrakumar Gupta (Director & Founder First Answer Pte Ltd)

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