CUSTODY TERMS OF SERVICE

HydraX Digital Assets Pte. Ltd. (“HDA”) holds a Capital Markets Services Licence (Licence No. CMS101077) to deal in capital markets products and for providing custodial services.

If you are a customer directly signing up on HDA’s platform, please click here to access the applicable section.

If you are a customer of an intermediary who is a client of HDA, please click here to access the applicable section.

For Direct Customers of HDA

1. CUSTODIAL SERVICES

1.1.  By signing up on HDA’s platform, you agree and accept that HDA shall provide custodial services for your Fiat Assets and Digital Assets as an End User, on such terms and conditions set out herein. Such terms and conditions may be varied and made available through HDA’s website or at such other source as may be notified to you. HDA reserves the right to amend these terms and conditions as necessary in its discretion.

1.2.  You agree to complete and submit the applicable Custody Account Opening Form to HDA. In connection with the Custody Account Opening Form, you confirm that you are an accredited investor or institutional investor, as defined in the Securities and Futures Act 2001, and consent to be treated as such investor by HDA. You further that you understand the consequences of consenting to being treated as such investor by HDA. 

1.3.  HDA will provide custodial services for your Digital Assets deposited into the Digital Asset Wallets, and your Fiat Assets deposited in a Segregated Trust Account (the “Custodial Accounts”). HDA shall also keep records specifying your right of ownership and entitlement to the Digital Assets or Fiat Assets deposited into the Custodial Accounts (the “Records”). The Custodial Accounts, the Records, and any other ancillary services provided by HDA to you, shall collectively be referred to as the “Custodial Services”.

2. Terms of Service

2.1. By signing up on HDA’s platform, you agree and accept to be bound by the following:

2.1.1. HDA’s responsibility towards you shall be to provide the Custodial Services in accordance with Applicable Laws and the terms and conditions of this Terms of Service, which includes holding your Digital Assets or Fiat Assets in accordance with the requirements of the Securities and Futures (Licensing and Conduct of Business) Regulations (“LCBR”).

2.1.2.  in connection with this, you accept that HDA may:

2.1.2.1. conduct and satisfy any and all due diligence procedures required in connection with anti-money laundering and countering the financing of terrorism laws;

2.1.2.2. conduct such due diligence procedures required to satisfy any End User eligibility requirements;

2.1.2.3. take such action in HDA’s discretion, including without limitation, the suspension or termination of Custodial Services, that is necessary to comply with Applicable Laws; and

2.1.2.4. report the End User’s details to local and foreign authorities as required by Applicable Laws.

2.1.3.  you consent to the particulars in your statement of account (as prescribed under the LCBR) being made available to you, on a real-time basis, in the form of electronic records stored on an electronic facility;

2.1.4.  you authorise HDA to collect and use your personal data (including any information in relation to your accounts), for all purposes in connection with the Custodial Services (the “Permitted Purposes”). Such authorisation includes permitting HDA to disclose such data for the Permitted Purposes to the following persons and their authorised representatives:

2.1.4.1.  HDA’s bank(s) where the Segregated Trust Account is held with;

2.1.4.2.  HDA’s related corporations (as defined in the Companies Act 1967);

2.1.4.3.  any third party with whom HDA has service arrangements; and

2.1.4.4.  any issuer of Digital Assets held by you and/or the exchange platforms on which such Digital Assets are listed and/or traded, for corporate action or investor relations purposes.

2.1.5.  neither HDA nor any of its affiliates and respective directors, officers, employees or agents shall be liable to you for any claim, action, loss, damage, cost, or expense arising out of or relating to: (a) the handling of, (b) any action taken or omitted in connection with, or (c) any delay in performing or inability to perform any obligations associated with the Custodial Services;

2.1.6.  neither HDA nor any of its affiliates and respective directors, officers, employees or agents shall be responsible or liable to you for any indirect, special, market, trading, economic or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, whether arising under contract, tort (including negligence) or otherwise, including market losses, trading losses or loss of profit incurred by or in connection with the Custodial Services, even if advised of the possibility of such damages.

2.2.  The provision of Custodial Services shall be contingent upon your adherence to the foregoing terms and conditions.

For Customers of An Intermediary who is a Client of HDA

3. CUSTODIAL SERVICES

3.1.  HDA has been appointed by our client to provide custodial services for your Digital Assets deposited into the Digital Asset Wallets, and your Fiat Assets deposited in Segregated Trust Accounts. The Digital Asset Wallets and the Segregated Trust Accounts shall collectively be referred to as the “Custodial Accounts”. The Digital Assets and the Fiat Assets deposited into the Custodial Accounts shall collectively be referred to as the “Assets Under Custody”.

3.2.  HDA shall keep records specifying your right of ownership and entitlement to Assets Under Custody (the “Records”). The Custodial Accounts, the Records, and any other ancillary services provided by HDA to you, shall collectively be referred to as the “Custodial Services”.

3.3.  You agree to complete and submit the applicable Custody Account Opening Form to HDA, whether directly or through the client. In connection with the Custody Account Opening Form, you confirm that you are an accredited investor or institutional investor, as defined in the Securities and Futures Act 2001, and consent to be treated as such investor by HDA. You further that you understand the consequences of consenting to being treated as an accredited investor or institutional investor by HDA.

3.4.  You agree and accept that HDA shall provide Custodial Services for your Assets Under Custody as an End User on such terms and conditions set out herein. Such terms and conditions may be varied and made available through HDA’s website or at such other source as may be notified to you. HDA reserves the right to amend these terms and conditions as necessary in its discretion.

4. TERMS OF SERVICE

4.1.  By signing up as customer of our client, you agree and accept to be bound by the following:  

4.1.1.  HDA’s responsibility towards you shall be to provide the Custodial Services in accordance with Applicable Laws and the terms and conditions of these terms and conditions, which includes holding your Digital Assets or Fiat Assets in accordance with the requirements of the Securities and Futures (Licensing and Conduct of Business) Regulations (“LCBR”). 

4.1.2.  in connection with this, you accept that HDA may:

4.1.2.1.  conduct and satisfy any and all due diligence procedures required in connection with anti-money laundering and countering the financing of terrorism laws;

4.1.2.2.  conduct such due diligence procedures required to satisfy any End User eligibility requirements;

4.1.2.3.  take such action in HDA’s discretion, including without limitation, the suspension or termination of Custodial Services, that is necessary to comply with Applicable Laws; and

4.1.2.4.  report an account holder’s details to local and foreign authorities as required by Applicable Laws.

4.1.3.   you consent to the particulars in your statement of account (as prescribed under the LCBR) being made available to you, on a real-time basis, in the form of electronic records stored on an electronic facility.

4.1.4.  you authorise HDA to collect and use your personal data (including any information in relation to your accounts), for all purposes in connection with the Custodial Services (the “Permitted Purposes”). Such authorisation includes permitting HDA to disclose such data for the Permitted Purposes to the following persons and their authorised representatives:

4.1.4.1.  HDA’s bank(s) where the Segregated Trust Account is held with;

4.1.4.2.  HDA’s related corporations (as defined in the Companies Act 1967);

4.1.4.3.  any third party with whom HDA has service arrangements; and

4.1.4.4.  any issuer of digital assets held by you and/or the exchange platforms on which such tokens are listed and/or traded, for corporate action or investor relations purposes.

4.1.5. you authorise, and consent for, the client to transmit or give Instructions to HDA on your behalf pertaining to the Assets Under Custody (the “Authorisation“), and to take such further steps or execute such necessary documents (including without limitation a Power of Attorney) upon request to provide such Authorisation to the client.

4.1.6.  HDA shall treat any Instructions transmitted or received from the client on your behalf as being: (a) authorised by you, and (b) accurate and correct, unless HDA has received notice in writing from you to the contrary prior to acting on such Instructions. HDA shall be fully entitled to rely on or act upon any Instructions given or transmitted to HDA by the client on your behalf, and shall have no liability to you for any actions taken or omitted to be taken pursuant to any Instructions. HDA shall bear no responsibility for verifying the authenticity, accuracy or correctness of any Instructions transmitted or received from the client.

4.1.7.  you authorise, and consent for, the client to receive periodic reports, transaction advice and/or statements of account from HDA pertaining to the Assets Under Custody.

4.1.8.  neither HDA nor any of its affiliates and respective directors, officers, employees or agents shall be liable to you for any claim, action, loss, damage, cost, or expense arising out of or relating to: (a) the handling of, (b) any action taken or omitted in connection with, or (c) any delay in performing or inability to perform any obligations associated with the Custodial Services.

4.1.9.  neither HDA nor any of its affiliates and respective directors, officers, employees or agents shall be liable to you for any indirect, special, market, trading, economic or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, whether arising under contract, tort (including negligence) or otherwise, including market losses, trading losses or loss of profit incurred by or in connection with the Custodial Services or acting in reliance on the Authorisation, even if advised of the possibility of such damages.

4.2. The provision of Custodial Services shall be contingent upon your adherence to the foregoing terms and conditions.

5. DEFINITIONS

Applicable Laws” means any applicable statute, rule, regulation, regulatory guideline, order, law, ordinance or code; the common law and laws of equity; any binding court order, judgment or decree; any applicable industry code, rule, guideline, policy or standard enforceable by law (including as a result of participation in a self-regulatory organisation), and any official interpretations of any of the foregoing;

Digital Assets” means Security Tokens or fiat-based tokens issued on an ERC-20 compatible blockchain for listing on HDA’s platform;

End User” means any individual or corporate entity who is being provided with Custodial Services by HDA, whether directly or through an intermediary;

Fiat Assets” means cash;

Instructions” means instructions received by HDA, including but not limited to deposit requests, withdrawal requests and trade settlement instructions, given or transmitted to HDA by a client that is acting as intermediary of an End User;

Segregated Trust Account” means one or more segregated omnibus bank accounts maintained by HDA from time to time with DBS Bank Ltd., or such other qualified bank as HDA may nominate from time to time, for the purpose of holding Fiat Assets on trust for End Users separate HDA’s funds; and

Security Token” means a digital token generated to represent assets that satisfies the definition of capital markets products under the Securities and Futures Act 2001, and such assets may include equity, real estate, debt or future cash flow, or other value.