The service platform, whether in the form of web, mobile or other applications (the “SQR Platform”) is provided to you by SQR Corporation, a company duly registered in the Republic of Korea (together with its affiliates, "SQR", “Company” or “We”). You and SQR may be collectively referred to as the “Parties”.
These terms and conditions ("Terms"), as well as any product or service specific terms (“Annex”) (if any), will apply to your use of the Platform. All use and access of the services (the “Services'') made available by the Company including your user account accessed via the SQR Platform, if provided to you, (your “SQR Account”) is subject to the Terms.
Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. In the event of any inconsistency between these Terms and any Annex, the relevant Annex shall prevail.
By using the Platform, the Services and/or completing the sign-up process, you are entering into a binding contract with SQR and shall be deemed to have expressly read, understood and agreed to be bound by these Terms, and the personal data and privacy policies adopted by us from time to time which is available as a separate document (the “Privacy Policy”). The Privacy Policy in its entirety is hereby incorporated in the Terms by reference.
By executing an investment management agreement with the Company, you also acknowledge and accept that you have read, understood and agree to be bound by, and comply with, the Terms, and the personal data and privacy policies adopted by us from time to time which is available as a separate document (the “Privacy Policy”). The Privacy Policy in its entirety is hereby incorporated in the Terms by reference.
Additionally, when subscribing for certain investment portfolio or products (the “Products”) available by the Company, you may be subject to additional product specific terms and conditions applicable to such Products. If you do not agree with anything contained in the Terms, please do not submit information to, access information from, or otherwise utilize your SQR Account or the Company.
Restricted Jurisdictions
The Products and Services are currently unavailable to residents, entities registered in the following countries (each a “Restricted Jurisdiction”) due to local and international regulations and financial sanctions:
Afghanistan, Albania, Barbados, Burkina Faso, Burundi, Cambodia, Cayman Islands, Central African Republic, Crimea, Cuba, Democratic People's Republic of Korea, Democratic Republic of Congo, , Eritrea, Guinea-Bissau, Haiti, Iran, Iraq, Jamaica, Jordan, Lebanon, Libya, Mali, Malta, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Philippines, Russia, Senegal, Somalia, South Sudan, Sudan, Syria, Turkey, Uganda, United Arab Emirates, United States of America, Venezuela, Yemen.
You hereby represent and warrant that you, whether as an individual or a legal representative of an entity, are not a resident or an entity of any of the Restricted Jurisdiction.
We may implement controls and internal protocols to restrict access to the Services from any of the above restricted jurisdictions at our sole discretion. The list of restricted jurisdiction is subject to change without notice.
Legal Status of Virtual Asset in Your Account
The Services provided through the Company are currently not regulated by any banking or securities regulator in any jurisdiction. The Company is not a financial institution in any jurisdictions. Neither your SQR Account or any wallet utilized by SQR during the course of the provision of the Services is a depository account. Funds stored in SQR Account does not earn any interest and are not protected by any government-backed depositor compensation, insurance or guarantee scheme, unless otherwise expressly stated. Virtual Assets do not have legal tender status in virtually any jurisdiction. For the purpose of these Terms, “Virtual Assets” means cryptographic tokens, Virtual currencies, cryptocurrencies or virtual currencies, or Virtual assets of any types that have been approved by SQR for the provision of the Services.
Account Registration and Verification
In order to use the Service, you will need to register for an Account on the SQR Platform. SQR may require you to provide information satisfactory to SQR and relevant third parties that you are not in breach of or at risk of being in breach of AML Laws, Anti-Bribery Laws, Sanctions Laws, CTF Laws, and other applicable laws. Each registration only permits a single individual user’s registration, and subject to the discretion and operational requirements required by SQR, each User (including with respect to any User that is a business or legal entity) may only maintain one active Account, which shall not be transferable to any other party. During the registration process, you may need to submit necessary and valid information and documents in order to verify your legal identity and for know-your-client checks to prevent fraud, money laundering and financing of terrorism, fraud or any other financial crime (“KYC Process”). SQR may engage the assistance of third-party service providers for the KYC Process and you hereby irrevocably grant SQR the right to share such information with the third-party service providers concerned.
You hereby represent and warrant that information you provide is accurate, complete and current, and agree to promptly update the information to keep it accurate, complete and current at all times. You understand that a change in your state or country of residence may impact your eligibility to access and use the SQR Platform, and agree to notify us in advance of any change in your state or country of residence. If you register on behalf of a business entity or other organization, you represent and warrant that you have full authority to provide the information required and bind the organization to the Terms. You acknowledge and agree that we, at our sole discretion, may suspend or discontinue your, and refuse any and all current and future, access to or use of your SQR Account at any time without notice to you.
We may freeze, suspend or terminate your SQR Account at any time in our sole discretion, in addition to taking any action and seeking any remedy we may be entitled to in law or in equity, including if we suspect your involvement in any fraudulent activity of any kind or other misuse of the Services, provision by you of inaccurate or misleading information, or your involvement in any money laundering or other financial crime related to you or your SQR Account.
We will collect, use and disclose the information in accordance with the Privacy Policy. If there is any reasonable doubt that the information provided by you is in part or in whole wrong, untruthful, outdated or incomplete, or the provision of the information was by illegal or unlawful means (including using a name/identification or information which is not yours), we have the right to send you a notice to demand a correction or removal of relevant information and terminate all or part of the Services to you. Your failure to correct, remove or deal with the information in accordance with our notice of demand will automatically terminate your rights to bring any claim with respect to the Services and the SQR Platform.
Change of Legal Representative
You may appoint or change your legal representative. When you wish to appoint or change your legal representative, you must give at least ten days’ prior written notice to the Company and provide the personal information, including the name, position, nationality and location of the new legal representative. Such new legal representative must satisfy the KYC and CDD process required by the Company in order to effectuate the change of legal representative. Subject to the outcome of the KYC and CDD, you may be required to appoint another legal representative. If you fail to notify the Company of change of legal representative in a timely manner, you shall indemnify the Company for any direct damages or loss arising from it failure to provide the information to the Company and the Company shall not be held liable for any damages or less arising from it.
Indemnification
You agree to indemnify and hold the Company and its affiliates, agents, officers and employees from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with, or arising out of, the following without limitation (i) your use of the Service or the Products or your SQR Account, (ii) any breach or alleged or claimed breach of the Terms or the materials it incorporates by reference, (iii) your violation of any law, regulation, order or other legal mandate, or the rights of a third party, or (iv) any act or omission by your agent, representative or third-party service provider while using your SQR Account, regardless of whether the specific use was expressly authorized by you.
Limitation of Liability
The Company is not liable for any loss arising from any malfunction, defect or error in any terminal used to process any instructions from you, or other machines or systems of authorization whether belonging to or operated by other persons or us, any delay or inability on our part to perform any of our obligations under the Terms because of any Force Majeure, any underperformance, negligence or default of any third party that SQR may engage in providing the Services and the Products, directly or indirectly, fraud or forgery of any third party, business interruption, loss of revenue or profits, loss of business opportunity, customers or contracts, goodwill, opportunity or anticipated savings whether direct or indirect, any direct or consequential loss, for any loss due to inability to retrieve any data or information. “Force majeure” means any unforeseeable circumstance which is beyond the control of SQR, or any unavoidable event, even if foreseeable, as a result of which SQR is unable to perform its obligations, in whole or in part, under the Terms. Such circumstances include, but are not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot, insurgence or any other similar event.
SQR shall not be liable for the suspension of the Services or the failure to use the Services for reasons attributable to you, and shall be exempted from liability if the telecommunications service provider terminates the telecommunication service or fails to provide the service normally.
SQR is not responsible for any unavoidable obstacles or service limitations arising due to the characteristics of Virtual Assets including technical limitations or defects inherent to the blockchain network of Virtual Asset issuance management system. The information posted and transmitted may have errors and other inaccuracies, and we are not responsible for the reliability, accuracy, etc. thereof. SQR shall not be held liable for any transactions or other dealings between you or between you and a third party by means of the Service.
SQR and its affiliates, agents, officers and employees will not be liable for any liability whether in contract, tort, negligence, strict liability, warranty or otherwise for any indirect, consequential, exemplary, incidental, punitive or special damages or loss of profits.
The total liability of SQR for any claim arising out of or in connection with the Terms, regardless of the form of action, is limited to the total amount of Virtual Asset, if any, deposited by you to access, use or otherwise utilize the SQR Platform and shall not in any case be greater than the actual damages incurred due to SQR’s wilful misconduct or gross negligence.
Notwithstanding anything in these Terms to the contrary, the obligations and liabilities of SQR will be without recourse to any other subsidiary or affiliate of SQR, or their respective officers, employees, directors, contractors, agents or representatives, and you agree not to make any claims against any other subsidiary or affiliate of SQR, or their respective officers, employees, directors, contractors, agents or representatives.
If SQR incurs loss due to your violation of the Terms, or your use of the Service, you shall compensate us for such damages. You shall indemnify SQR at your own responsibility and expense, from and against any objections, claims for damages or legal actions by third parties based on a claim arising from or relating to acts performed by you while using the Service illegally or in violation of these Terms. You are responsible for reimbursing any damage to SQR caused thereby.
Remedies
Without prejudice to other rights of SQR under the Terms, if you breach the Terms in any way, SQR may take such action as it deems appropriate to deal with the breach, including suspending your access to the SQR Platform, prohibiting you from accessing the SQR Platform, blocking computers using your IP address from accessing the SQR Platform, contacting your internet service or other telecommunications provider to request that it block your access to the SQR Platform and bringing court proceedings or taking other legal action against you. If you violate the Terms, SQR will be entitled, at any time, to bring an action or proceeding for specific performance, injunctive relief or other equitable relief in addition to (and not to the exclusion of or in substitution for) any other remedies at law or in equity.
Prohibitions; Restrictions
You agree and understand that SQR does not permit the use of the SQR Platform for any prohibited or restricted activity in a SQR Account including but not limited to transfers to and/or from services used to obscure the source of funds, third party wallets, peer-to-peer and other exchanges which do not perform Know Your Customer (KYC) screening as part of their onboarding process, or illegal activity that would violate, assist in violation of, or cause SQR to violate any applicable laws or which would involve process of any unlawful activity.
SQR has the right to immediately freeze and suspend your account, return funds and close accounts, if we suspect, in our sole discretion, without prior notice to you or your consent, that: (i) you are under the age of 18; (ii) your account has been stolen or that someone other than you has logged in or used the Service; (iii) your account is, or is suspected of, being provided as a loan, transfer or collateral; (iv) you have used someone else’s personal information during identity verification; or (v) you are an entity registered on a list of trade ban or economic sanctions; or if an investigative agency requests assistance in a criminal investigation, a court order has been issued, a government agency requests an investigation, or we suspect illegal use.
SQR also has the right to prohibit, restrict or limit your use of the SQR Platform if it is suspected that you are: using the SQR Platform in any way that is, or may be, damaging to the SQR Platform, and/or impacts user access to the SQR Platform, using the SQR Platform contrary to applicable laws and regulations, or in a way that causes harm to the SQR Platform or to any person or business entity, engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the SQR Platform or while using the SQR Platform.
Termination; Survival of Provisions
If you are not in full compliance with all of the Terms, the permissions granted to you under the Terms will automatically terminate, and you will no longer use or access, or be entitled to use or access, the SQR Platform or SQR Account.
SQR may terminate your right to use the SQR Platform, or block you from future use, at any time in its sole discretion, with or without cause, and without prior notice to you. Some circumstances in which SQR may exercise this right to terminate your right to use the SQR Platform include, but are not limited to: (i) you have breached any provision of the Terms; (ii) you have engaged in conduct which SQR, in its sole discretion, considers to be unacceptable; (iii) SQR is required by law to do so; or (iv) SQR no longer provides the SQR Platform.
Any ongoing obligations on you according to the Terms which are to survive, will survive any termination or expiration of the Terms for any reason.
No Warranties
SQR Platform and the Services are provided “AS-IS”, and SQR makes no express or implied representations or warranties, of any kind related to the SQR Platform, the Services or the materials contained in the SQR Platform. Nothing contained in the SQR Platform shall be construed as providing consultation or advice to you.
Assignment
You acknowledge and agree that you may not assign, delegate, subcontract or otherwise transfer your rights and obligations under the Terms. SQR may assign, delegate, subcontract or otherwise transfer its rights and obligations under the Terms without giving you prior notice or obtaining your consent.
Severability
If any provision of the Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render the Terms unenforceable or invalid as a whole, and such provision shall be deleted without affecting or invalidating the remaining provisions.
Electronic Communication
We may be required to provide certain legal and regulatory disclosures, periodic statements and confirmations, notices, tax forms and other communications (collectively, “Communications”) to you. Unless otherwise specified in the Terms, the Communications delivered to you shall be in electronic form, including, without limitation, via the email you entered at the time of registration, the SQR Platform, by notification messages or otherwise, and similar means. By agreeing to the Terms, you consent to SQR delivering such Communications to you in electronic form, including e-mail. Consent for electronic delivery applies to every year the Communications are furnished.
Transfer and Processing of Data
By accessing or using the SQR Platform, you consent to the potential processing, transfer and storage of information about you in other jurisdictions, where you may not have the same rights and protections as you do under local law.
Forks
Forked Networks and the available supply of any Forked Assets are wholly outside of the control of SQR, and our ability to deliver Forked Assets resulting from a Forked Network may depend on third parties outside of SQR’s control. You understand and acknowledge that Forks may materially affect the value, function, and even the name of the Virtual Assets associated with your SQR Account. In the event of a Fork, SQR may temporarily suspend certain services on the SQR Platform (with or without advance notice to you) while we determine, at our sole discretion, which Forked Network(s) to support.
SQR is unlikely to support most forked networks and most forked assets will likely not be made available to you. SQR may determine, in our sole discretion, not to support a forked network. You have no right, claim, or other privilege against SQR to forked assets on such an unsupported forked network. SQR may, in our sole discretion, determine our approach to such forked assets, which may include abandoning or otherwise electing not to support such forked assets as part of our services.
No Solicitation or Offering; No Advice
The past performance of any investment, loan, security, partnership interest, commodity or financial instrument is not a guide to future performance. Without limiting anything in the Terms, SQR makes no warranties and bears no liability with respect to any fund, any investments, securities, partnership interests, loans or the performance thereof.
We do not provide investment advice, and any content on the Platform, the Services or the Products or other communication channels should not be considered as a substitute for tailored investment advice. The contents provided by SQR should not be used as a basis for making investment decisions and should not be construed as an attempt to market or promote any type of Virtual Assets.
Forward-Looking Statements
Certain statements provided by the Company may constitute forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause actual returns of funds, investments, securities or loans to be materially different from any future returns or values expressed or implied by such forward-looking statements. Forward-looking statements typically include words such as may, will, expect, believe, plan, expect, anticipate, intend and other similar terminology. These statements reflect current expectations regarding future events and speak only as of the date of being posted to the SQR Platform. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or returns, and will not necessarily be accurate indications of whether or not such returns will be achieved. Given these uncertainties and risks, users of the SQR Platform, including any person who may or has invested in any offering made by or on behalf of SQR or its subsidiaries or affiliates, are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements should not be interpreted as advice and are in no way a form of solicitation, offering or advice for SQR’s loan product. The purpose of these forward-looking statements is merely to further explain our products and services and for marketing purposes and should be interpreted as purely speculative.
A variety of factors could cause the actual results and developments of any fund, investment, security or loan to differ significantly from the results and developments forecasted and implied. Although forward-looking statements contained in the SQR Platform, if any, are based upon what SQR and its advisors believe are reasonable assumptions, SQR cannot assure you that actual results, returns or events will be consistent with these forward-looking statements. Forward-looking statements are made as of the date of being posted to the SQR Platform, and SQR and its subsidiaries and affiliates assume no obligation, and expressly disclaim any obligation, to update or revise forward-looking statements contained in or incorporated by reference into the SQR Platform or the Content or any information supplemental thereto to reflect new information, future events or circumstances or otherwise.
General Risk Disclosures
All transactions involving Virtual Assets involve certain risks. In this regard, once submitted to a blockchain network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the blockchain network. A transaction is not complete while it is in a pending state. Any Virtual Asset transfers to and from external wallet addresses that are in a pending state will be designated accordingly, and the relevant Virtual Asset will not be included in your Virtual Asset Wallet or be available to conduct transactions.
The risk of loss in holding Virtual Assets can be substantial. You should, accordingly, carefully consider whether holding Virtual Assets is suitable for you in light of your financial situation and risk tolerance. In considering whether to hold Virtual Assets, you should be aware that the price or value of Virtual Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. If you allow a third parties to access and hold Virtual Asset private keys, you acknowledge that we are not responsible for safeguarding such keys and that we are not responsible for any loss of Virtual Assets resulting from theft, loss, or mishandling of Virtual Asset private keys outside our control. We are not responsible for the market of Virtual Assets, and we make no representations or warranties concerning the real or perceived value of Virtual Assets as denominated in any quoted currency. Although we may provide historical and/or real- time data regarding the price of Virtual Assets, including graphs displayed within the SQR Platform showing the price fluctuations of Virtual Assets, such data or graphs are for reference only. We make no representations regarding the quality, suitability, veracity, usefulness, accuracy, or completeness of such data or graphs, and you should not rely on such data or graphs for any reason whatsoever. You understand and acknowledge that the value of Virtual Assets can be volatile, and you agree that we are not in any way responsible or liable for any losses you may incur by holding or trading Virtual Assets, even if the SQR Platform or the Services were delayed, suspended, or interrupted for any reason.
Virtual Asset Volatility Risks
The price of Virtual Assets and the markets have historically been subject to significant volatility. The price and trading volume of any Virtual Assets is subject to significant uncertainty and volatility, depending on a number of factors, including but not limited to market conditions and sentiment, changes in liquidity, Forks, the activities of other market participants, general economic environment, public perception, technical and technological constraints, and regulation. There is no assurance that any supported Virtual Asset will maintain its value or that there will be meaningful levels of trading activities.
Regulatory Risks
We may be subject to an extensive and highly-evolving regulatory landscape, and any changes to any laws and regulations could adversely impact our ability to offer, and your use of and access to, the Services in your jurisdiction. Further, such changes could also impact your legal obligations with respect to your use of the Services. In addition to existing laws and regulations, various governmental and regulatory bodies in various countries may adopt new laws and regulations. The extent, scope, and effect of such new laws and regulations are difficult to predict.
Entire Agreement
The Terms, including the executed investment agreement between the Company and you, any notices and disclaimers provided through the Service or Products, comprise the entire understanding and agreement between you and the Company as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of the Terms).
Governing Law; Jurisdiction
The Terms are governed and construed exclusively by the law of the Republic of Korea without giving effect to any rules, principles or laws of the conflicts of law. Unless amicably settled between the Parties, any dispute arising out of, or in connection with, the Terms shall be referred to and finally resolved by arbitration administered by by arbitration administered by the Korean Commercial Arbitration Board (“KCAB”) in accordance with its International Arbitration Rules for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Seoul, Republic of Korea. The language to be used in the arbitral proceedings shall be English.
Last Revised on Jan 2nd, 2024
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