> For the complete documentation index, see [llms.txt](https://support.safeheron.com/help-center/llms.txt). Markdown versions of documentation pages are available by appending `.md` to page URLs; this page is available as [Markdown](https://support.safeheron.com/help-center/product-and-solution/support/safeheron-user-agreement.md).
# Safeheron User Agreement
**LAST UPDATED: July 15, 2026**
**Changelog**
| Version | Updated Terms | Update Date | Effective Date |
| ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------- | -------------- |
| V1.0.0 | Published Safeheron User Agreement | 2022-05-16 | 2022-05-16 |
| V1.0.1 | Term Added:
XV. Protecting Your Personal Information
We use administrative, physical, and technical security protections to protect the personal information we collect and process. Our security protection is to maintain the confidentiality, integrity and availability of your personal information and protect against reasonably expected threats.
| 2022-11-11 | 2022-11-11 |
| V1.0.2 | Term Updated:
XV. Your Personal Information Protection
This term is changed to Your Personal Information Protection with description of data security and privacy added.
| 2022-11-21 | 2022-11-21 |
| V2.0.0 | New version of the User Agreement | 2023-03-16 | 2023-03-16 |
| V3.0.0 | New version of the User Agreement | 2026-07-15 | 2026-07-15 |
### 1. **Acceptance of Terms**
**1.1.** In these terms and conditions which may be amended from time to time (“**Terms**”), references to “**SAFEHERON**”, “**we**”, or “**us**” refer to SAFEHERON Pte. Ltd., a company duly incorporated under the laws of Singapore, and the term “**our**” shall be construed accordingly.
**1.2.** “**You**” refers to any person accessing and/or using the Services pursuant to the Account Subscription (as defined herein), and includes a person, company, corporation, or any other organization that has an Account Subscription (collectively with SAFEHERON, the “**Parties**”, and each, a “**Party**”).
**1.3.** We may revise or update these Terms from time to time. Save for any change required by applicable law or by any governmental or regulatory body (which may take effect on such shorter notice as may be required), we will give you at least thirty (30) calendar days’ prior written notice of any material change to these Terms before it takes effect. Your continued access to or use of the Services after the change takes effect shall constitute your acceptance of the revised Terms.
**1.4.** Your access and use of our Services is subject to these Terms, any applicable laws and other notices, policies or conditions uploaded by SAFEHERON to . By accessing and using any part of the Services, or clicking the checkbox acknowledging acceptance of these Terms, you agree to be bound by the latest version of the Terms without variation or modification. If you do not agree to these Terms, please exit the website and cease usage of the Services immediately.
### 2. **Definitions**
“**Account**” refers to the account created in accordance with the process described in Clause 3.1 which will be controlled and secured by you, and used to access the Services.
“**Account Subscriptions**” has the meaning given in Clause 4.1.
“**Actual Monthly Uptime Percentage**” means the percentage of minutes during the month in which SAFEHERON actually made available to you the Services, in the manner calculated in Clause 7.1.
“**App**” means the SAFEHERON mobile application, API Co-signer, browser extension or web console application provided by us.
“**API**” means application programming interface which enables applications to interact with each other.
“**Authorised Users**” has the meaning given in Clause 3.1.
“**Business Day**” means a day other than a Saturday, Sunday, or public holiday in Singapore, when banks in Singapore are open for business.
“**Claim**” has the meaning given in Clause 14.1.
“**Committed Monthly Uptime Percentage**” means the percentage of minutes during the month in which SAFEHERON shall make available to you the Services, set out in Clause 7.1.
“**Confidential Information**” has the meaning given in Clause 16.1.
“**Discloser**” has the meaning given in Clause 16.1.
“**Documentation**” refers to the documents made available to you by SAFEHERON online via or such other web address notified by SAFEHERON to you from time to time which sets out a description of the Services and the user instructions for the Services.
“**Duration**” has the meaning given in Clause 17.1.
“Initial Duration” has the meaning given in Clause 17.1.
“Renewal Duration” has the meaning given in Clause 17.1.
“**Effective Date**” means the date on which this Agreement is signed by the Parties.
“**Force Majeure Event**” means any event beyond a Party’s reasonable control (and which does not relate to or arise by reason of the Party’s default or negligence) which renders impossible or hinders the Party’s performance of these Terms, including without limitation:
(a) war, riot, civil unrest or revolution, sabotage, terrorism, insurrection, acts of civil or military authority, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions;
(b) terrorist attacks, civil war, civil commotions or riots;
(c) acts of God, epidemic, pandemic, flood, earthquake, typhoon or other natural disasters or adverse weather or environmental condition;
(d) any act of state or other exercise of sovereign, judicial or executive prerogative by any government or public authority, including expropriation, nationalization, imposition of an export or import restriction, quota or prohibition, or compulsory acquisition or acts claimed to be justified by executive necessity;
(e) fire, explosion or accidental damage;
(f) collapse of building structures or failure of plant machinery, computers or vehicles;
(g) interruption in telecommunications or Internet services or network provider services, or failure of equipment or software;
(h) hacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), smurfing, phishing, sybil attacks, distributed denial of service, a “fork” of the blockchain which may result in more than one version of the Supported Digital Asset, cyber-attacks, and any fraudulent activity on the part of a third party;
(i) interruption or failure of utility service, including but not limited to electric power, gas or water; or
(j) any labour disputes, including but not limited to strikes, industrial action or lockout.
“**Indemnified Parties**” has the meaning given in Clause 14.1.
“**Key Shards**” means a group of random numbers generated by our MPC algorithm.
“**Privacy Policy**” refers to our privacy policy which we may amend from time to time, accessible at .
“**Quarter**” means a period of three (3) calendar months
“**Recipient**” has the meaning given in Clause 16.1.
“**Security Incident**” means any actual or reasonably suspected: (a) loss, compromise, unauthorized or unlawful access to, or disclosure of, any SAFEHERON Key Shards, User Data or transaction-signing process within SAFEHERON’s systems or under SAFEHERON’s control; or (b) material breach of SAFEHERON’s security obligations under these Terms which may adversely affect the confidentiality, integrity or availability of the Services, your User Data or your Supported Digital Assets.
“**Service Credit**” is a dollar credit, calculated in the manner set forth in Clause 7.2 that we may credit to your Account.
“**Services**” means the service(s) provided by SAFEHERON to you via or the App or any other website notified to you from time to time, as more particularly described in Clause 6 and, where enabled, activated or used by you, in the Product Specific Terms.
“**Software**” means any software or application developed and released by SAFEHERON as part of the Services, which includes, for the avoidance of doubt, the Apps.
“**Subscription Fee**” means the aggregate subscription fees payable by you to SAFEHERON for Account Subscriptions, as set out in a separate quotation we will provide to you, and which may be amended and modified from time to time in accordance with Clause 5.2 or as otherwise agreed between the Parties in writing.
“**Supported Digital Assets**” means any digital asset which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network which has been approved by and/or supported by SAFEHERON for use in connection with the Services from time to time. Please refer to for the list of Supported Digital Assets.
“**User Data**” means the data inputted by you, the Authorised Users, or SAFEHERON on your behalf for the purpose of using the Services, or facilitating your use of the Services, other than personal data.
“**User Key Shard**” has the meaning given in Clause 6.2.2.
“**Virus**” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“**Vulnerability**” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of the Services, and the term “**Vulnerabilities**” shall be interpreted accordingly.
**“Product Specific Terms”** means the additional terms applicable to specific features, services and offerings made available by SAFEHERON from time to time, as made available at (or such other URL notified by SAFEHERON to you), as amended from time to time in accordance with Clause 1, which are incorporated into and form part of these Terms in accordance with Clause 4.3.
### 3. **Account Creation, Closure and Suspension**
**3.1.** Account Creation: To use the Services, you must create an Account by providing SAFEHERON with the requested information necessary for us to comply with applicable laws (including anti-money laundering and countering the financing of terrorism laws) in connection with the provision of Services to you. During your application, you must notify us of the number of users which are authorised to use your Account, the Services, Software and the Documentation (“**Authorised Users**”). The number of Authorised Users per Account shall not exceed thirty (30). We may, in our sole discretion, refuse to allow you to establish an Account, limit the number of Authorised Users per Account, or limit the number of Account Subscriptions. If there is any change to the number of Authorised Users or Account Subscriptions at any point in time, you must notify SAFEHERON immediately and the applicable Subscription Fee shall apply. Such Subscription Fee shall be pro-rated from the date of activation or deactivation of the Account Subscriptions.
**3.2.** The Account will track the information regarding balances associated with the public blockchain addresses registered in the Account and any other transactions you effect through the use of the Services, such as transaction history, pending and posted transfers. The Account will also reflect the Supported Digital Assets balance associated with the respective blockchain addresses linked to your Account.
**3.3.** Save for such persons notified to SAFEHERON as Authorised Users of the Account, you shall not grant permission to any third party or non-permissioned user access or connection to your Account, whether through the third party’s product or service or through our website. You acknowledge that granting permission to such third party or non-permissioned user to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms and will instead violate the Terms, including but not limited to Clause 4.2. You are fully responsible for all acts or omissions of any third party or non-permissioned user with access to your Account. You further acknowledge and agree that, unless otherwise arising by reason of SAFEHERON’s default or negligence, you will not hold SAFEHERON responsible for, and will indemnify SAFEHERON from, any liability arising out of or related to any act or omission of any third party or non-permissioned user with access to your Account. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Software and/or Documentation. In the event of such unauthorised access or use, you undertake that you will promptly notify the SAFEHERON support team.
**3.4.** Suspension of Services: SAFEHERON reserves the right to, upon giving prior written notice to you, suspend your access to your Account without any refund of the Subscription Fee and you agree and acknowledge that we shall have no liability in respect thereof if:
**3.4.1.** you have breached any of your undertakings or obligations in these Terms, including for the avoidance of doubt, Clauses 3.3, 4.2 and 9.3;
**3.4.2.** any of your representations or warranties in these Terms turn out to be false, misleading, inaccurate or incomplete, including for the avoidance of doubt, Clauses 9.3 and 10.2.1;
**3.4.3.** you have failed to pay any amount due under these Terms on the due date for payment and remain in default not less than thirty (30) days after being notified in writing to make such payment; and
**3.4.4.** we are required to do so under any applicable law(s) or pursuant to any request by any governmental or regulatory body, provided that SAFEHERON shall, to the extent legally permitted, promptly notify you of such requirement and the basis for such suspension and shall use commercially reasonable efforts to cooperate with you in good faith to resolve the underlying issue and reinstate your access the Account and Services as soon as reasonably practicable.
**3.5.** You may also request that SAFEHERON suspend the access to your Account for any reason, and such request will be effected within three (3) Business Days from the time we receive your request to suspend the Account. For such purposes, only Authorised Users with the required privileges may initiate such suspension requests and SAFEHERON shall be entitled to deem that such Authorised Users have the requisite authority to suspend access to the Account. You may request that access to your Account be restored by contacting our support team via the instant messaging application on our website or App, or by emailing us at .
**3.6.** Upon suspension of your Account for any reason, you will have fourteen (14) calendar days (unless otherwise agreed with us in writing) to export all information and records previously stored in your Account. Thereafter, the Key Shards stored with us will be destroyed and your (as well as your Authorised Users’) access to the Account will be terminated. We may keep records and copies of the data stored in such Account for record-keeping purposes and compliance with applicable laws, provided that such records and copies shall remain subject to the confidentiality obligations set out in Clause 16 of this Agreement.
**3.7.** Upon closure of your Account for any reason, you will have fourteen (14) calendar days (unless otherwise agreed with us in writing) to export all information and records previously stored in your Account. Thereafter, the Key Shards stored with us will be immediately destroyed and your (as well as your Authorised Users’) access to the Account will be terminated. We may keep records and copies of the data stored in such Account for record-keeping purposes and compliance with applicable laws, provided that such records and copies shall remain subject to the confidentiality obligations set out in Clause 16 of this Agreement.
### 4. **Account Subscriptions**
**4.1.** Subject to you purchasing the account subscription(s) pursuant to the payment terms set out in Clause 5 each of which entitles you to register up to thirty (30) Authorised Users to access and use the Services, Software and the Documentation in accordance with these Terms (“**Account Subscriptions**”), SAFEHERON hereby grants you a limited, revocable, non-exclusive, non-transferable right and licence, without the right to grant sublicences, to use the Services, Software and Documentation for your own personal or internal business operations. Neither you, nor your Authorised Users, employees, directors, contractors or affiliates shall use the Services, Software and Documentation for any purpose other than the aforementioned purpose.
**4.2.** You hereby undertake the following:
**4.2.1.** you will not allow or suffer any Account Subscription to be used by more than thirty (30) individual Authorised Users (for the avoidance of doubt, nothing in this Clause shall prevent you from reassigning in its entirety, user privileges and access to the Account held by an existing Authorised User to a new user);
**4.2.2.** the maximum number of Authorised Users that you authorise to access and use the Account, the Services, Software and the Documentation shall not exceed thirty (30) Authorised Users per Account Subscription you have purchased from time to time;
**4.2.3.** each Authorised User will keep secure their password(s) for their use of your Account, the Services, Software and Documentation, and that each Authorised User shall keep their password confidential;
**4.2.4.** you shall maintain a written, up to date list of current Authorised Users and provide such list to SAFEHERON within five (5) calendar days of SAFEHERON’s written request at any time or times;
**4.2.5.** during the course of your use of the Account, Services, Software and/or Documentation, you shall not access, store, distribute or transmit any Viruses or any material that:
**4.2.5.1.** is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
**4.2.5.2.** facilitates illegal activity;
**4.2.5.3.** depicts sexually explicit images;
**4.2.5.4.** promotes unlawful violence;
**4.2.5.5.** is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
**4.2.5.6.** is otherwise illegal or causes damage or injury to any person or property;
**4.2.6.** you shall not attempt to obtain, or assist third parties in obtaining, access to your Account, the Services, Software and/or Documentation in a manner circumventing these Terms; or
**4.2.7.** introduce or permit the introduction of, any Virus or Vulnerability into SAFEHERON’s or its subcontractors’ network, servers and information systems,
and we reserve the right, without liability or prejudice to our other rights against you, to disable your access to the Account and terminate your Account Subscription without any refund of the Subscription Fee upon your breach of any of the above undertakings.
**4.3.** Product Specific Terms. Certain features, services and offerings forming part of the Services are subject to the Product Specific Terms made available by SAFEHERON at (or such other URL notified by SAFEHERON to you from time to time). The Product Specific Terms apply, and are incorporated into and form part of these Terms, only if and when you enable, activate or use the relevant feature, service or offering, and only in respect of that feature, service or offering. SAFEHERON may require you to accept the applicable Product Specific Terms (including by clicking or ticking a checkbox) before enabling or activating the relevant feature.
### 5. **Payment Terms**
**5.1.** You shall pay the Subscription Fee to SAFEHERON for the Account Subscription(s) you wish to purchase in accordance with this Clause 5. Please refer to the price list set out in the quotation sent to you for the applicable Subscription Fee payable.
**5.2.** We may revise the Subscription Fee and/or the billing cycle from time to time, save that we shall give you at least thirty (30) calendar days’ prior written notice before any such revision takes effect. If you do not agree to the revised Subscription Fee and/or billing cycle, you may terminate your Account Subscription(s) in accordance with Clause 17.2.2.5 and cease all use of the Account, Services, Software and/or Documentation. Any such revision shall not apply to any period for which the Subscription Fee has already been paid.
**5.3.** As at the date of these Terms, the billing cycle is on a quarterly basis. We will issue you an invoice by the seventh (7th) day of each Quarter by sending an electronic invoice to the email address you have registered with us. Each invoice must be paid within thirty (30) calendar days.
**5.4.** Payment may be made by wire transfer or other such payment methods as designated by SAFEHERON pursuant to the billing instructions to be provided to you by SAFEHERON.
**5.5.** If we have not received payment by the due date stated in Clause 5.3, without prejudice to any other rights and remedies available to us in these Terms:
**5.5.1.** we may, without liability to you, disable your Account and access to all or part of the Services, Software and/or Documentation and we shall be under no obligation to provide any or all of the Services, Software and/or Documentation while the invoice(s) concerned remain unpaid (and during such time, Clause 3.6 may be applied by us);
**5.5.2.** interest shall accrue on a daily basis on such due amounts at a monthly rate of 1.5%, commencing on the due date and continuing until fully paid, whether before or after judgment; and
**5.5.3.** we expressly reserve the right to determine whether to permit you to renew your Account Subscription(s) following full payment and settlement of the overdue invoice.
**5.6.** All amounts and fees stated or referred to in these Terms:
**5.6.1.** shall be payable in US dollars,save that fees and prepaid balances in respect of features under the Product Specific Terms (including the Gas Service and Technical Service Fees) may be paid, topped up or collected in the manner and currency (including USDT and on-chain deduction) set out in the Product Specific Terms or the applicable order form or purchase order;
**5.6.2.** are non-cancellable and non-refundable (save as provided in Clause 17.2.3); and
**5.6.3.** are exclusive of goods and services tax which shall be added to our invoice at the appropriate prevailing rate.
**5.7.** All fees payable under these Terms shall not be subject to any set-off or deduction.
### 6. **Services Provided**
**6.1.** SAFEHERON shall, during the Duration provide the Services described in Clauses 6.2 and 6.3 to you if our onboarding processes have been completed and your application for an Account has been approved.
**6.2.** Private Key Self-Management Services:
**6.2.1.** *Private key sharding service:* Our in-house developed algorithm enables you to generate three (3) Key Shards from your private key (“**Private Key**”). When transactions need to be signed, the signature of the original Private Key will be computed from all of the three (3) Key Shards which make up the Private Key by running it through our multi-party computation protocol. You may recover your original Private Key through our offline recovery tool, further described below.
**6.2.2.** *Private Key Shard storage service:* SAFEHERON will only have access to and control two (2) of the three (3) Key Shards generated from your original Private Key, which Key Shards will be stored online on our cloud server, secured by encryption and other security management measures. You will have sole access to and control over the remaining Key Shard (“**User Key Shard**”). Each Key Shard (including the User Key Shard) will be secured by secret mnemonic phrases, which phrases can be backed up and stored offline on separate devices controlled by the relevant Authorised Users via the App. **You are solely responsible for the safekeeping of the User Key Shard (and relevant secret mnemonic phrase), which will not be stored or accessible by us at any point in time**. We will not be able to recover your Private Key even if you have lost or lost access to your User Key Shard or secret mnemonic phrase securing your User Key Shard.
**6.2.3.** *Private Key Shard backup service:* All three (3) Key Shards may be secured and backed up through the use of separate mnemonic phrases via our App. \*\*You may generate a unique set of mnemonic phrases for each Key Shard and will be solely responsible for the safekeeping of such mnemonic phrases. \*\*While we will be able to recover your access to the mnemonic phrases securing the two (2) Key Shards stored by us, we will not be able to do so for the User Key Shard as we do not have access to it. In the event that you lose the mnemonic phrases associated with the two (2) Key Shards held by us, we can recover it if you contact our support team via the instant messaging application on our website or App, or by emailing us at .
**6.2.4.** *Private key recovery tool:* After you complete a local backup of the User Key Shard’s mnemonic phrase, SAFEHERON will automatically and regularly email the Private Key recovery toolkit download link and backup recovery file to your registered email address. Using the Private Key recovery toolkit, you may recover your original Private Key offline with the three (3) mnemonic phrases associated with all three (3) Key Shards. For the avoidance of doubt, SAFEHERON does not, and will never, hold your original Private Keys and/or the Key Shards in a complete, singular form at any point of time.
**6.3.** Wallet Management Services:
**6.3.1.** We will provide you with a user interface accessible through your Account to enable you to manage your digital wallet. You may only carry out transactions from the Account once the Key Shards have been generated and you have completed your User Key Shard’s mnemonic phrase backup. Through the user interface, you may interact with the relevant supported blockchain and enjoy the following functions:
**6.3.1.1.** *Receiving assets:* You may use the App to generate a QR code as well as a blockchain address to receive Supported Digital Assets. Given the risk that the address may be tampered with or replaced during transmission, SAFEHERON recommends that you confirm the receiving blockchain address with the sender after the sender has received it.
**6.3.1.2.** *Address whitelist:* You may save recipient blockchain addresses on the App through the “whitelist” function. If there is more than one person operating the Account, we recommend that at least two Authorised Users with the “administrator” role check and verify that the whitelist address is accurate.
**6.3.1.3.** *Sending assets:* You may transfer Supported Digital Assets out of your linked digital asset wallet through the user interface to external recipients. You may set up and choose your preferred 2-factor authentication method for added security and where the Account is managed by multiple persons, the App may prompt Authorised Users with the relevant permissions for approval on the App. You should ensure that you have sufficient funds for the transfer, taking into account any transaction or network fees which may be incurred. These transaction fees are set by the third party blockchains and networks and SAFEHERON does not have any control or influence over such fees. We do not charge any fees for such transfers, save for any fees applicable to features you have enabled under the Product Specific Terms (including the Gas Service and Technical Service Fees) or as set out in the applicable quotation, order form or purchase order.
**6.3.1.4.** *Transaction record:* The App will also provide you with a record of the status of your transactions or your recent transaction history which may be downloaded or exported as an excel sheet for your own records.
**6.3.1.5.** *Policy engine:* Our policy engine enables you to customize and set your approval policies for transactions which may be carried out through the Account. You may configure triggering conditions based on up to five (5) dimensions (initiator, asset source, destination, asset type and amount). Specific member roles may be assigned and set by you. Once set, Authorised Users with the requisite permissions may modify the policies with the approval of Authorised Users with the “administrator” role. For the avoidance of doubt, SAFEHERON will not be able to make any changes to your approval policies.
**6.3.1.6.** *Web3 interaction:* SAFEHERON provides a full suite of Web3 interaction solutions, including the App, browser extension and APIs. You may interact with Web3 applications through these Web3 interaction solutions while benefiting from the multi-party security processes and approval policies set in your Account.
**6.3.1.7.** *API*: You can configure your Account and thus the associated digital wallet using the APIs provided by SAFEHERON. As an example, you may automate transaction submissions or signature approvals. These APIs may be utilized either directly or, if applicable, indirectly within an independently developed application. However, all API-based services are subject to usage limits, which limits may be adjusted from time to time in our sole and absolute discretion, and applicable fees for exceeding the usage limit, which fees shall be notified to you prior to the use of any API-based services. If you exceed such usage limits, or are unwilling to abide by such usage limits, we will include the fees payable for such excess use in the next billing cycle.
**6.3.1.8.** *Audit log:* The App will also keep an audit log which records all the in-application activities of Authorised Users managing the Account, including records of all interactions with the SAFEHERON support team. You may access and retrieve these records at any time.
**6.4.** **Software and App Updates**
**6.4.1.** SAFEHERON may from time to time provide updates and upgrades to Software. Such updates and upgrades (if any), and their frequency, will be determined and implemented at SAFEHERON’s sole discretion. To the extent that any updates and upgrades to the Software will materially affect your use of the Services, SAFEHERON shall give you prior written notice of any intended updates and upgrades to the Software. You are responsible for ensuring that the latest version of the Software is installed on your device(s). Any use of outdated versions of the Software or incompatible devices will be at your sole risk and without prejudice to the generality of Clause 15.
**6.4.2.** If the blockchain of a Supported Digital Asset forks, we may, by giving you prior written notice, temporarily suspend the use of our Services in relation to such affected digital asset. We reserve the sole and absolute discretion to determine whether or not to support the forked protocol. In any event, you may opt to transfer the affected digital asset out of your digital wallet.
### 7. **Service Level**
**7.1.** Service Commitment: SAFEHERON will use commercially reasonable efforts to make the Services available for a Committed Monthly Uptime Percentage of at least 99.90%, save that SAFEHERON shall have the sole and absolute discretion to revise such Committed Monthly Uptime Percentage. You shall be provided at least thirty (30) calendar days’ advance notice of such revision to the Committed Monthly Uptime Percentage. In the event of non-agreement, you may elect to terminate your Account Subscription(s) in accordance with Clause 17.2.2.6 and cease all usage of the Account, Services, Software and/or Documentation. The Actual Monthly Uptime Percentage is calculated by expressing the Actual Monthly Total Minutes of Operation (defined below) as a percentage of the Committed Monthly Total Minutes of Operation.
Where:
**7.1.1.** “**Actual Monthly Total Minutes of Operation**” means the total number of minutes per calendar month during which the relevant Services are made available to you.
**7.1.2.** “**Committed Monthly Total Minutes of Operation**” means **1,440** minutes multiplied by the number of calendar days in the month of assessment (save that such number will be calculated on a pro-rated basis for partial billable months), less the minutes during which the Services are unavailable due to any of the following events:
**7.1.2.1.** planned service outage announced at least fourteen (14) calendar days in advance (including for upgrading, maintenance, troubleshooting works and upgrading or recovery of blockchain nodes);
**7.1.2.2.** planned service outages initiated by SAFEHERON at your request or direction for maintenance, activation of configurations, backups or other purposes that require the service to be temporarily taken offline;
**7.1.2.3.** unscheduled maintenance provided that SAFEHERON has used reasonable endeavours to provide you with at least six (6) hours’ notice in advance;
**7.1.2.4.** service disruptions due to any force majeure events, such as regional network failures, denial of service attacks, shutdown events triggered by third parties unauthorized by SAFEHERON, accidents, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of our Services, use of our Services other than in accordance with our Documentation or in violation of these Terms, any attack on SAFEHERON’s servers or networks or any other blockchain networks, any malfunctioning of your devices, equipment or other technology;
**7.1.2.5.** repair, maintenance or modification of the Software or App by persons other than SAFEHERON’s authorised third parties;
**7.1.2.6.** service disruptions attributable to, or in connection with use of your equipment, software or other technology or third party equipment, software or other technology (other than third party equipment within our sole and direct control), or from combining or merging our API with any hardware or software not supplied by us (unless identified by us in writing as compatible with our API), or from modifications in any version of our API not made or authorized by us in writing, or from your actions or inactions other than normal use of our API, Software or App; and/or
**7.1.2.7.** actions or inactions that constitute your breach of these Terms, or that result from a suspension or termination permitted under these Terms.
**7.2.** Subject to Clauses 7.3 and 7.4, in the event that the Actual Monthly Uptime Percentage does not meet the Committed Monthly Uptime Percentage, you may be entitled to receive Service Credits that may be offset against the quarterly fee payable in the next billing cycle in accordance with the tiers set out below:
| Tier | Actual Monthly Uptime Percentage | Maximum amount of Service Credits |
| ---- | ---------------------------------------------------- | ---------------------------------------------------------------------- |
| 1 | Greater than or equal to 99.00% but less than 99.90% | 10% of the monthly payable Subscription Fees in the next billing cycle |
| 2 | Below 99.00% | 20% of the monthly payable Subscription Fees in the next billing cycle |
**7.3.** To apply to receive the Service Credits described above, you must:
**7.3.1.** notify SAFEHERON’s support team at within thirty (30) days of the end of the Quarter in which the incident affecting the Actual Monthly Uptime Percentage occurred; and
**7.3.2.** submit all information necessary for us to validate your claim, including but not limited to:
**7.3.2.1.** a detailed description of the event(s);
**7.3.2.2.** information regarding the time, date and duration of such event(s); and
**7.3.2.3.** the affected Account and your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
**7.4.** The SAFEHERON team will assess your claim for the Service Credits within thirty (30) calendar days from receipt of such request from you or such longer time as may be necessary for SAFEHERON. If the Actual Monthly Uptime Percentage of such request is confirmed by us and is less than the Committed Monthly Uptime Percentage, we will issue such number of Service Credits as we may determine in our sole and absolute discretion to you within the next billing cycle following the month in which your claim is confirmed by us. Your failure to comply with these Terms (including Clause 7.3 above) will disqualify you from receiving a Service Credit.
**7.5.** For the avoidance of doubt, nothing in this Clause 7 limits or excludes your rights or remedies in respect of any Security Incident, breach of confidentiality, data protection obligations or any other breach of these Terms by SAFEHERON.
### 8. **Security Incidents**
**8.1.** SAFEHERON shall notify you in writing of any Security Incident without undue delay and in any event within twenty-four (24) hours after becoming aware of the Security Incident. Such notice shall include, to the extent known at the time: (a) a description of the nature of the Security Incident, (b) the categories and approximate volume of data and transactions affected, (c) an assessment on the impact of the Services, and (d) the measures taken or proposed to be taken by SAFEHERON to address the Security Incident and mitigate any impact on the Services. SAFEHERON shall provide regular updates as additional information becomes available.
**8.2.** SAFEHERON shall promptly take all steps reasonably necessary to investigate, contain, mitigate and remediate the Security Incident, and shall cooperate fully and in good faith with you in relation to such investigation, any required notifications, and any remedial or corrective actions.
**8.3.** SAFEHERON shall bear all reasonable, out-of-pocket costs incurred by you in relation to the investigation, containment, mitigation and remediation of any Security Incident to the extent caused by SAFEHERON’s acts or omissions, and this is without prejudice to your right to recover its own losses in accordance with the indemnities and liability provisions of these Terms.
### 9. **Warranties**
**9.1.** SAFEHERON’s Representations, Warranties, Undertakings:
**9.1.1.** Safeheron represents, warrants and undertakes that, as at the Effective Date and throughout the Duration:
**9.1.1.1.** it is duly incorporated, validly existing and in good standing under the laws of its place of incorporation and has full corporate power and authority to enter into and perform its obligations under these Terms;
**9.1.1.2.** it has the full and sufficient legal capacity and authority to enter into and be bound by these Terms and the person executing or otherwise accepting these Terms on the behalf of SAFEHERON has full legal capacity and authorization to do so;
**9.1.1.3.** no petition has been presented, no proceeding has been commenced, no order has been made against SAFEHERON, and no resolution has been passed for the appointment of an, administrator, trustee or similar officer of it or of all or a substantial part of the business or assets of SAFEHERON;
**9.1.1.4.** it and each of its directors, employees, representatives, agents, affiliates and/or contractors, are not included in any list of sanctions issued by European Union, any country in the European Union, the United Nations, United States of America, Singapore, the Financial Action Task Force, or any other country or international organization;
**9.1.1.5.** it has and will, and shall procure its contractors or agents to, maintain throughout the Duration, all licences, consents, authorisations and approvals required under applicable laws to provide the Services;
**9.1.1.6.** the Services, Software and Documentation will conform in all material respects to the description and specifications set out in these Terms and the Documentation and will be performed with reasonable skill and care and in accordance with good industry practice for institutional-grade digital asset multi-party computation (“**MPC**”) wallet solutions;
**9.1.1.7.** it will implement and maintain appropriate technical and organisational measures designed to protect the security, confidentiality, integrity and availability of the Services, the SAFEHERON Key Shards and User Data, including safeguards which are no less protective than those set out in these Terms and the Documentation;
**9.1.1.8.** the Services and Software, when used by you in accordance with these Terms and the Documentation, will not knowingly introduce any Virus into your systems;
**9.1.1.9.** it will, and shall procure its contractors or agents to, comply with all applicable laws and regulations in the provision of the Services, including those relating to sanctions, anti-money laundering, anti-bribery and corruption, data protection and cyber security, in each case to the extent applicable to SAFEHERON’s performance of its obligations under these Terms; and
**9.1.1.10.** to its knowledge the Services and Software do not contain any Vulnerabilities that would reasonably be expected to result in a material compromise of the SAFEHERON Key Shards, User Data or the integrity of transaction-signing processes, and SAFEHERON shall promptly remediate any such Vulnerabilities of which it becomes aware in accordance with its incident response policies
**9.1.2.** The undertaking in Clause 9.1.1.6 shall not apply to the extent of any non-conformance which is caused by: (a) use of the Services contrary to our reasonable written instructions; or (b) modification or alteration of the APIs or Software by any party other than SAFEHERON or our duly authorised contractors or agents.
**9.1.3.** If the Services do not conform with the undertaking in Clause 9.1.1.6, we will, at our own cost and expense: (a) use commercially reasonable endeavours to correct any such non-conformance promptly; or (b) provide you with an alternative means of accomplishing the materially equivalent performance. If SAFEHERON is unable to remedy the non-conformance within a reasonable period of time, you shall be entitled to exercise your rights under Clause 17 (Term and Termination) and to such other remedies as may be available under these Terms or at law.
**9.1.4.** SAFEHERON further represents and warrants that we, or our contractors and agents shall use commercially reasonable efforts to provide the Services without introducing errors.
**9.2.** SAFEHERON’s Warranty Disclaimer:
**9.2.1.** Except as expressly provided in these Terms, all other representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law (including any implied warranties of merchantability or fitness for a particular purpose) are, to the fullest extent permitted by applicable law, excluded. Nothing in this Clause 9.2 limits or excludes any warranty expressly given by SAFEHERON in these Terms or any liability which cannot be limited or excluded under applicable law.
**9.2.2.** You agree that, save as expressly set out in these Terms and subject always to SAFEHERON’s obligations under Clause 6 (Services Provided), Clause 7 (Service Level), Clause 8 (Security Incidents) and Clause 16 (Confidentiality), the Services and the Software are provided on an “as is” and “as available” basis.
**9.2.3.** We make no warranties or representations regarding the use of the Software and the App with third party products or services, including, for the avoidance of doubt, Web3 applications.
**9.2.4.** We do not warrant that:
**9.2.4.1.** your use of the Services will be uninterrupted or error-free; or
**9.2.4.2.** the Services, Documentation and/or the information obtained by you through the Services will meet your requirements.
**9.2.5.** For the avoidance of doubt, nothing in this Clause 9.2 shall be construed as limiting or excluding: (a) SAFEHERON’s responsibility for implementing and maintaining the security and safeguards described in these Terms and the Documentation; (b) SAFEHERON’s obligations in respect of any Security Incident; or (c) your rights and remedies under Clause 7 (Service Level), Clause 14 (Indemnification) and Clause 15 (Limitation of Liability).
**9.3.** Your Warranties and Responsibilities:
**9.3.1.** You have the full and sufficient legal capacity and authority to enter into and be bound by these Terms and the person executing or otherwise accepting these Terms on your behalf has full legal capacity and authorization to do so.
**9.3.2.** (If you are a corporate entity,) you are duly organized, validly existing and in good standing under the laws of the jurisdiction in which you are organized.
**9.3.3.** No petition has been presented, no proceeding has been commenced, no order has been made, and no resolution has been passed for your bankruptcy (if you are an individual), or for the appointment of an, administrator, trustee or similar officer of it or of all or a substantial part of its business or assets (if you are an entity).
**9.3.4.** You and each of your Authorised Users are not included in any list of sanctions issued by European Union, any country in the European Union, the United Nations, United States of America, Singapore, the Financial Action Task Force, or any other country or international organization.
**9.3.5.** The digital asset wallet linked with the Account is owned, held and fully controlled by you and you hold and have full control of the Private Key and all other credentials in respect of the digital asset wallet.
**9.3.6.** If you are a corporate entity, you will ensure that your directors, employees, representatives, agents, affiliates and/or contractors (including for the avoidance of doubt, Authorised Users) do comply with these Terms.
**9.3.7.** All information provided by you to us in the course of onboarding you as our client and user of the Services is complete, true, and accurate in all material respects, including, where you are a corporate entity, no material information about the ownership and control over you and your operations has been excluded; and no other person or entity has an ownership interest in you except for those disclosed in connection with such onboarding.
**9.3.8.** You represent and warrant to SAFEHERON that activities that you carry out through your Account comply with all applicable laws and regulations, including but not limited to anti-bribery, anti-corruption, anti-fraud, anti-money laundering or anti-terrorism laws and regulations.
**9.3.9.** You further represent and warrant to SAFEHERON that we will be immediately notified of any Vulnerabilities found in our Services, Accounts, Apps or Software. You shall, and shall procure that your representatives, agents and subcontractors cooperate with SAFEHERON in good faith during SAFEHERON’s investigations of any illegal operations and any Vulnerabilities.
**9.3.10.** You shall maintain adequate security and control over any and all your private keys, your mnemonic phrases, registered email account(s), passwords, API keys, 2-factor authentication devices or backups, or any other codes that you use to access the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third parties and the loss or theft of digital assets from your digital wallet. You are responsible for keeping your registered email address(es) up to date in your Account profile in order to receive any notices or alerts that we may send to you. You are responsible for ensuring that that the generated mnemonic phrases are stored securely offline by each Authorised User who is permitted access and/or control over them.
**9.3.11.** You shall ensure that the destination blockchain address is accurate before effecting any transfers from your Account.
**9.3.12.** You shall only receive or transfer Supported Digital Assets to the Account. The Supported Digital Assets are listed and displayed in the App. You must not attempt to receive or transfer any digital assets unsupported by SAFEHERON through our Services.
**9.3.13.** You shall not receive or send any digital asset types which do not support SAFEHERON’s signature algorithm before receiving our written approval.
**9.3.14.** You shall ensure that upon the activation of a new Account and setting of permissions and privileges for each Authorised User, you shall conduct a sanity test by using the App to receive and send a Supported Digital Asset.
### 10. **Intellectual Property Rights**
**10.1.** Intellectual Property:
**10.1.1.** You acknowledge and agree that we and/or our licensors own all right, title, and interest in and to the Services, Software, Documentation, and all related technology and intellectual property rights. No other entity is entitled to grant or procure the grant of the limited licence set out in Clause 4.1. Except as expressly provided in Clause 4.1, you obtain no other rights under these Terms in respect of the Services and Documentation including any related intellectual property rights.
**10.1.2.** You agree not to, and shall procure that your Authorised Users, employees, directors, contractors or any other affiliate do not reverse engineer, decompile, disassemble, modify, update, create derivative works of, or otherwise tamper with Software or enable, assist or cause any third party to do so. You agree to and shall procure that your Authorised Users, employees, directors, contractors and any other affiliate keep the intellectual property in the Software confidential and not transfer, broadcast, publish, rent, license, lend, sell or otherwise distribute any Software or related licences in whole or in part.
**10.1.3.** For the avoidance of doubt, nothing in these Terms shall be interpreted to grant any implied licences under these Terms.
**10.2.** User Data:
**10.2.1.** You represent and warrant that you and your Authorised Users own all right, title and interest in your User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data. By using our Services, Software and/or Documentation, you grant us a worldwide, non-exclusive, revokable licence to use, process, display, copy and store your User Data (including, for the avoidance of doubt, your Key Shards) solely for the purposes of providing our Services, enabling your use of the Software and/or Documentation, and enabling us to improve on our Services, Software and Documentation. SAFEHERON shall not use User Data or any information derived therefrom for advertising, marketing, profiling or for the benefit of any third party, nor shall it sell or otherwise commercialise User Data.
**10.2.2.** You may back up your User Data (including mnemonic phrases), transaction information and audit logs from your Account. Please refer to our Privacy Policy for further details on how we may collect, use and treat User Data and your personal data.
### 11. **Privacy and Personal Data**
**11.1.** Privacy Policy: You acknowledge that you have read, and agree to our Privacy Policy.
### 12. **Risk Warning**
**PLEASE READ THIS SECTION CAREFULLY AS IT COVERS THE RISKS ASSOCIATED WITH THE USE OF OUR SERVICES AND SOFTWARE**
**12.1.** Blockchain technology and other associated and related technologies are new. As with such developing technology, they come with various risks including those set out in this Clause 12. Prior to entering into these Terms with us, you acknowledge that you have been warned of the risks associated with the use of the Services, Software and/or Documentation and agree that subject always to Clause 15, SAFEHERON is not responsible, and assumes no liability for the following risks:
**12.1.1.** Price Fluctuation: There is a risk that you may suffer losses due to changes in macroeconomic policies, laws and regulations in any jurisdiction which result in changes in the value of the digital assets held by you.
**12.1.2.** Unconfirmed Digital Assets Transfer: There are risks that the blockchain network of the digital asset you wish to transfer may be suffering from any delays or malfunction which result in the failure to confirm any transfer of such digital assets.
**12.1.3.** Risk of Transfer to Wrong Blockchain Address: There is a risk of erroneously inputting the wrong destination blockchain address which result in the irreversible loss of digital assets.
**12.1.4.** Risk of Loss or Theft of Offline Mnemonic Phrase: There is a risk that the mnemonic phrase associated with the User Key Shard may be lost or stolen by nefarious hackers which may result in you losing access to the digital assets stored at such associated blockchain addresses.
**12.1.5.** Risk of Security Weaknesses in the Blockchain Network and Protocol: There is a risk that the software or infrastructure underlying the blockchain network, digital assets or protocol may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of digital assets. As SAFEHERON cannot influence the overall security of any network or blockchain protocols which you interact with, we do not assume any responsibility for any risks associated with such blockchain networks and protocols, and cannot guarantee its function, security and availability.
**12.1.6.** Non-App Transfers: As transfers of digital assets can be made without the use of our Services through your original private key, if you do transfer digital assets from your digital wallet, such transfers will not be protected by our multi-party security processes and there is a higher risk that the digital assets being transferred may be stolen or transferred to the wrong wallet address.
**12.1.7.** Risk of Service Disruptions: There is a risk that disruptions to the use of the Services, may prevent you from, *inter alia,* successfully utilising or interacting with time restricted functions which Web3 protocols and decentralized finance applications may have. SAFEHERON does not assume any responsibility for any risks associated with disruptions to our Services and you may seek recourse for such disruptions to Services in accordance with Clause 7 above.
**12.2.** You also acknowledge that the use of digital assets and blockchain based solutions, networks and blockchain protocols may involve serious risks. Any reminders we give to you of the above risks shall not be taken as an admission or assumption of responsibility to issue further reminders of similar nature or of any other risks.
### 13. **Third Party Providers**
**13.1.** You acknowledge that the Services may enable or assist you to access the website content of, interact with the protocols, applications or platforms, and purchase or use services provided by third parties via third party websites, protocols or applications and that you do so solely at your own risk.
**13.2.** We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or interaction with, any such third party website, protocol (including for the avoidance of doubt, decentralized finance and Web3.0 protocols), platform or application or any transactions completed, and any contract entered into by you, with any such third party.
**13.3.** Use of such third party services through the Services may be subject to additional terms and conditions imposed by such third party service provider(s), which terms SAFEHERON is not party to and has no control or influence over. We recommend that you read the terms and conditions and privacy policy of such third party service providers before using their services, purchase their products or interact with their protocols and platforms and comply with them. SAFEHERON does not endorse or approve any third party website, protocol, platform or application, nor the content of any of the third party website, platform or application made available via the Services.
### 14. **Indemnification**
**14.1.** Each Party (each the “**Indemnifying Party**”) shall indemnify and hold harmless the other Party, its affiliates and each of its or their respective officers, directors, agents, employees, and representatives (collectively the “**Indemnified Parties**”), from and against any liabilities, damages, losses, costs and expenses, including but not limited to reasonable legal fees and costs and any fines, fees or penalties imposed by any regulatory authority, arising out of or incurred in connection with any third party claim, demand, action or proceeding (a “**Claim**”) arising out of or related to:
(a) the Indemnifying Party’s failure to perform its obligations in relations to, where applicable, the access, use or provision of the Services and/or Documentation;
(b) breach of these Terms by the Indemnifying Party’s;
(c) any material breach or inaccuracy of any of your representations, warranties or covenants in these Terms by the Indemnifying Party;
(d) the Indemnifying Party’s failure to provide true and accurate information in connection with these Terms including, where applicable, the onboarding process, transaction records or any failure to promptly update such information; or
(e) the Indemnifying Party’s violation of any applicable laws, or the rights of any third party,
except where such Claim arises from the gross negligence, fraud or willful misconduct of the Indemnified Parties and/or its affiliates, and provided always that the Indemnifying Party is given reasonable notice of such Claim. Any liabilities, damages, losses, costs and expenses, fines, fees or penalties shall be paid to the Indemnified Parties on demand.
### 15. **Limitation of Liability**
**PLEASE READ THIS SECTION CAREFULLY AS IT COVERS THE LIMITATIONS OF OUR LIABILITY.**
**15.1.** To the fullest extent permitted by applicable law and subject always to Clause 15.3:
**15.1.1.** in no event shall a Party be liable to the other Party for any indirect, special, incidental, consequential or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the provision or use of the Services, or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the other Party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
**15.1.2.** in no event will a Party’s liability to the other Party, in aggregate, arising from or relating to the provision or use of the Services and these Terms exceed the amount you paid for the Services during the twelve-month period immediately preceding the incident giving rise to that liability.
**15.2.** Without prejudice to the generality of Clause 15.1 above, you agree that:
**15.2.1.** we shall not bear any liability, whatsoever, for any damage, losses or interruptions caused by any Viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your devices or other equipment, or any phishing, spoofing or other attack, unless such damage or interruption resulted from the gross negligence, fraud, or willful misconduct of SAFEHERON, its affiliates, vendors or service providers;
**15.2.2.** we shall not be liable for any loss that you may sustain due to compromise of login credentials, loss of mnemonic phrases, and/or failure to follow or act on any notices or alerts that we may send to you;
**15.2.3.** we shall not be liable for any losses or liabilities arising from the input of wrong destination or recipient blockchain addresses; and
**15.2.4.** we shall not be liable for any losses or liabilities arising from or relating to a breach of your own obligations set out in these Terms.
**15.3.** The exclusions and limitations set forth in this Clause 15 shall not apply to, and shall not limit or exclude:
**15.3.1.** either Party’s liability for the gross negligence, fraud, fraudulent misrepresentation or intentional or wilful misconduct;
**15.3.2.** SAFEHERON’s liability for any Security Incident resulting from SAFEHERON’s gross negligence, fraud or wilful misconduct, or any unauthorized use or disclosure of Key Shards or User Data by SAFEHERON.
### 16. **Confidentiality**
**16.1.** As used in these Terms, “**Confidential Information**” means any information and data of any kind that a disclosing Party (“**Discloser**”) designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential whether disclosed before, on or after the date of the latest version of these Terms by the Discloser or any of its representatives, to the receiving Party (“**Recipient**”) or any of its representatives, and includes without limitation, technology, information and/or personal data provided by the Discloser, its related corporations, affiliates, representatives, employees, agents, representatives, independent contractors, advisors or consultants, whether disclosed or communicated verbally, in writing, or in any other tangible form, and whether relating to the Discloser’s business, operations, processes, plans, strategies, requirements, inventions, product or service information, pricing, know-how, design rights, trade secrets, software, systems, negotiations, discussions, and contracts with other companies, customers, the existence, nature, status and content of discussions or negotiations between the parties, including any termination of those discussions or negotiations, any copy, report, forecast, valuation, analysis, compilation, study, memorandum, note or other document or material prepared by or for the Recipient or any of its representatives that contains or reflects or is otherwise based upon (whether in whole or in part) any of the information described herein. including, without limitation information relating to the Discloser’s business operations or business relationships, financial information, transaction records, fee arrangements, transactions, accounts, personal data, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, strategies and any data or information designated as confidential by the Discloser or which would be understood by a reasonable person as being of a confidential nature.
**16.2.** A Recipient will not disclose any Confidential Information to any third party without the prior written consent of the Discloser, except as provided to such third party’s officers, directors, agents, employees, consultants, contractors and professional advisors who need to know the Confidential Information for the purposes of performance of these Terms and who are informed of, and who agree to be or are otherwise bound by obligations of confidentiality no less restrictive than, the obligations set forth herein. The Recipient will protect such Confidential Information from any unauthorized access, use and disclosure and shall exercise in relation to such Confidential Information no lesser security and control measures and degree of care than those which the Recipient applies to its own Confidential Information. The Recipient shall not use the Discloser’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under these Terms. The obligations herein shall not apply to:
**16.2.1.** any information that is or becomes generally publicly available through no fault of the Recipient;
**16.2.2.** any information that the Recipient obtains from a third party (other than in connection with these Terms) that, to the Recipient's best knowledge, is not bound by a confidentiality agreement prohibiting such disclosure; and
**16.2.3.** any information that is independently developed or acquired by the Recipient without the use of or reference to Confidential Information of Discloser.
**16.3.** Confidential Information includes all documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of the Recipient and all of the foregoing shall be and remain the property of the Discloser. At the Discloser’s request, the Recipient shall return or destroy all Confidential Information; provided, however, the Recipient may retain one copy of Confidential Information:
**16.3.1.** if required by applicable laws; or
**16.3.2.** pursuant to a bona fide and consistently applied document retention policy; provided, further, that in either case, any Confidential Information so retained by the Recipient shall remain subject to the confidentiality obligations of these Terms.
**16.4.** If the Confidential Information disclosed under these Terms or any other agreement that we may enter into with you includes the personal data of the Discloser and/or personal data of any individual:
**16.4.1.** the Discloser hereby consents to the collection, processing, use and disclosure of its personal data by the Recipient in accordance with these Terms and our Privacy Policy; and
**16.4.2.** the Discloser hereby undertakes, represents and warrants to the Recipient that the Discloser has notified such individual of the purposes for which the Recipient may use his/her personal data and has obtained such individual’s consent for the collection, processing, use and disclosure of his/her personal data by the Recipient in accordance with these Terms and our Privacy Policy.
**16.5.** The Discloser acknowledges and agrees that any consent given pursuant to these Terms in relation to personal data shall survive death, incapacity, bankruptcy or insolvency of any such individual and the termination or expiration of these Terms.
### 17. **Term and Termination**
**17.1.** Validity: These Terms shall take effect on the Effective Date and shall continue for an initial term of one (1) year (the “Initial Duration”), unless earlier terminated in accordance with these Terms. After the Initial Duration, these Terms shall automatically renew for successive one-year periods (each a “Renewal Duration”), unless either Party notifies the other in writing of its intention not to renew at least thirty (30) calendar days prior to the expiry of the then-current term. “Duration” means the Initial Duration together with any Renewal Duration.
**17.2.** Termination:
**17.2.1.** SAFEHERON may terminate this agreement and your Account Subscription(s) with immediate effect by notice in writing if:
**17.2.1.1.** you have breached any of your undertakings or obligations in these Terms, including for the avoidance of doubt, Clauses 3.3, 4.2 and 9.3;
**17.2.1.2.** any of your representations or warranties in these Terms turn out to be false, misleading, inaccurate or incomplete, including for the avoidance of doubt, Clauses 9.3 and 10.2.1;
**17.2.1.3.** you have failed to pay any amount due under these Terms on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
**17.2.1.4.** you breach Clause 6.3.1;
**17.2.1.5.** you have committed a material breach of any of these Terms and (if such breach is remediable) fail to remedy that breach within a period of seven (7) calendar days after being notified in writing to do so; or
**17.2.1.6.** we are required to do so under any applicable law(s) or pursuant to any request by any governmental or regulatory body.
**17.2.2.** You may terminate this Agreement and your Account Subscription(s) with immediate effect by notice in writing if:
**17.2.2.1.** SAFEHRON has materially breached any of its undertakings or obligations in these Terms, including for the avoidance of doubt, Clauses 6, 7, 8, 9.1 and 9.2;
**17.2.2.2.** SAFEHERON has committed a material breach of any of these Terms and (if such breach is remediable) fail to remedy that breach within a period of seven (7) calendar days after being notified in writing to do so;
**17.2.2.3.** SAFEHERON discontinues support for any of the digital assets which you hold in the digital wallet linked to your Account;
**17.2.2.4.** SAFEHERON discontinues support for the signature algorithm you intend to rely on for any Supported Digital Assets;
**17.2.2.5.** SAFEHERON revises the Subscription Fee and/or billing cycle and you indicate that you do not wish to continue such Account Subscription(s) within fourteen (14) calendar days of such notice;
**17.2.2.6.** SAFEHERON revises the Committed Monthly Uptime Percentage; or
**17.2.2.7.** you are required to do so under any applicable law(s) or pursuant to any request by any government or regulatory body.
**17.2.3.** In the event of termination pursuant to any of the events listed in Clause 17.2.2, we may refund you the pro-rated amount of the Subscription Fee paid for the relevant calendar month.
**17.2.4.** On termination of these Terms for any reason:
**17.2.4.1.** all licences granted under these Terms shall immediately terminate and you shall immediately cease all use of the Services, Software and/or the Documentation;
**17.2.4.2.** each Party shall return and make no further use of any Confidential Information, Documentation and other items (and all copies of them) belonging to the other Party;
**17.2.4.3.** unless otherwise agreed between the Parties, we may destroy or otherwise dispose of any of the User Data in our possession unless we receive, no later than ten (10) days after the effective date of the termination of these Terms, a written request for the delivery to you of the then most recent back-up of your User Data. We shall use commercially reasonable endeavours to deliver the electronic back-up to you within 30 days of our receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination); and
**17.2.4.4.** any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
**17.2.5.** Clauses 10, 11, 12, 13, 14, 15, 16, 17.2.3, 17.2.4, 17.2.5 and 19, together with any provision of the Product Specific Terms which is expressed to, or by its nature is intended to, survive, shall survive any termination or expiry of these Terms.
### 18. **Force Majeure**
**18.1.** Neither Party shall be liable for any delays, failure in performance of its respective obligations or interruption of the Services which result directly from any Force Majeure Event.
**18.2.** The Party not affected by the Force Majeure Event may terminate these Terms with immediate effect by providing written notice to the other Party if the other Party remains unable to perform due to the Force Majeure Event for a period of more than fifteen (15) days following the date of the Force Majeure Event.
**18.3.** For the avoidance of doubt, neither occurrence of a Force Majeure Event or the termination of these Terms in connection therewith shall relieve either Party from any accrued obligations then subsisting prior to the occurrence of the Force Majeure Event or termination of these Terms in connection therewith (including any payment obligations for outstanding sums).
### 19. **Miscellaneous**
**19.1.** Notices:
**19.1.1.** Any notices, demands or other communications hereunder shall be in writing and may be served to the other Party by way of text messages, instant messaging and/or other electronic means or sent or distributed via email, and in the case of SAFEHERON only, by way of publication on our website accessible at [www.safeheron.com](http://www.safeheron.com/), in-application notification, text messages, instant messaging and/or other electronic means or sent or distributed via email:
If to SAFEHERON, to:
Name: SAFEHERON Pte. Ltd. or the name of designated person of contact on behalf of SAFEHERON during your account opening and onboarding process as updated from time to time (“**Designated Contact**”)
Email: or email address of Designated Contact as updated from time to time
Mobile: Mobile phone number of Designated Contact as updated from time to time
If to you, to:
Name: name of person subscribing for the Account Subscription
Email: Your email address as notified to SAFEHERON during the account opening and onboarding process and updated from time to time
Mobile: Your mobile phone number as notified to SAFEHERON during the account opening and onboarding process and updated from time to time
**19.1.2.** Any such communication shall be deemed duly given:
**19.1.2.1.** in the case of communication via in-application notification, text messaging, instant messaging and/or other electronic means, on the day such notification, text message, instant message and/or other electronic medium was sent;
**19.1.2.2.** in the case of communication via email, when sent to SAFEHERON’s or your email address, by close of business of the date of transmission by the email server used by us or you and/or our or your service provider subject to confirmation of successful transmission, provided that if such day is not a Business Day or such time not a normal business hour then delivery shall be deemed to have occurred on the following Business Day.
**19.1.3.** Neither Party shall be liable for any failures or delays in the delivery of such notice to the other Party due to reasons not attributable to itself (including but not limited to the provision of inaccurate or invalid contact details, and network failures by third party service providers).
**19.2.** Entire Agreement: These Terms, together with the Product Specific Terms, the Privacy Policy and any order form, quotation or purchase order agreed between the Parties (together, the “Agreement”), constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior oral and written discussions, memoranda, understandings and undertakings between them.
**19.3.** Remedies: No remedy conferred by any of the provisions of these Terms is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise, provided always that the Parties shall not be entitled to rescind these Terms on grounds of misrepresentation. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.
**19.4.** Waiver: The rights and remedies of each Party shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of such Party. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.
**19.5.** Time of Essence: Any time or period mentioned in any provision of these Terms may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence.
**19.6.** Successors and Assigns: No Party shall have the right to assign all or any part of its interest in these Terms without the prior written consent of the other Party. These Terms shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns.
**19.7.** Severability: If any provision or any portion of any provision of these Terms or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of these Terms, and the application of such provision of portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.
**19.8.** Third Party Rights: A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001, to enforce any Terms, but our assignees, affiliates, third party vendors and contract service providers shall be deemed beneficiaries of these Terms as if they are parties thereto and shall have the rights to enforce the provisions of these Terms.
**19.9.** Governing Law: These Terms shall be governed by and construed in accordance with the laws of Singapore.
**19.10.** Dispute Resolution:
**19.10.1.** Parties shall first attempt to resolve any dispute, controversy or claim arising under, out of, in connection with or in relation to these Terms, including any dispute as to its existence, validity, interpretation, performance, breach or termination and any dispute relating to any non-contractual obligations arising out of or in connection with it (“**Dispute**”) shall, so far as possible, amicably by mutual consultation between Parties. The amicable resolution should be commenced as soon as possible after a disputing Party delivers a notice of dispute to another disputing Party (“**Dispute Notice**”).
**19.10.2.** Failing an amicable settlement within 30 calendar days from the date of the Dispute Notice, the disputing Parties agree that the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 19.10. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator appointed by the President of the Court of Arbitration for the time being of the Singapore International Arbitration Centre. The language of the arbitration shall be English.
**19.11.** Order of Precedence: The Product Specific Terms, the Privacy Policy and any order form, quotation or purchase order agreed between the Parties form part of these Terms. In the event of any conflict or inconsistency between the documents forming part of these Terms, the following order of precedence shall apply (each prevailing over those listed after it), save where a document expressly states that it prevails: (a) any order form, quotation or purchase order signed or otherwise agreed by both Parties, as to the commercial terms (including fees) for the feature or Services it covers; (b) the main body of these Terms; and (c) the Product Specific Terms; provided that the Product Specific Terms shall prevail over the main body of these Terms solely in respect of, and to the extent of, the specific feature, service or offering that they address.
**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date.
| Company: | SAFEHERON PTE. LTD. | Company： | \[CLIENT LEGAL NAME] |
| -------- | -------------------------- | -------- | -------------------- |
| By: | | By: | |
| Name： | \[Name] | Name： | \[Name] |
| Title: | CEO of SAFEHERON PTE. LTD. | Title: | \[Title] |
| Date: | \[Date] | Date: | \[Date] |