User advisory – The Earn Product is offered by XFERS INVEST PTE. LTD. XFERS INVEST PTE. LTD. is not licensed by the MAS. XFERS INVEST PTE. LTD. is not a bank or deposit-taking company, and does not maintain any bank account or any current, savings or deposit account for Users. XFERS INVEST PTE. LTD. is not in the business of moneylending or providing credit. Earn is not a deposit or savings account, and is not covered by the Deposit Insurance Scheme. Users are advised to read these terms and conditions carefully.
XFERS INVEST PTE. LTD. does not provide any legal, tax or financial advice, nor make any offers, recommendations or invitations to deal in digital assets.
This Terms of Service (“Agreement”) is a contract between you and XFERS INVEST PTE. LTD. and applies to your use of the Earn Product and the operation of your Earn Account. If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services.
This is an important document which you must consider carefully when choosing whether to use the Earn Services. Specifically, Earn is not a risk-free product, and before using our Services, you should be aware of the risk disclosures in Clause 9 below and the following:
Please note that we may close, suspend, or limit your access to your Earn Account or the Earn Services, and/or limit access to your funds if you violate this Agreement.
You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Earn Services and your Earn Account.
1 INTERPRETATION & DEFINITIONS
“Account” or “Earn Account” means any account opened directly with XFERS INVEST, including a Personal or Business Account, and any future types of Accounts we may introduce.
"Applicable Laws" means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to this Agreement (i.e. Users, XFERS INVEST) or any of the subject matters of this Agreement, including, without limitation all laws, statutes, regulations, directives, rules, directions, codes, ordinances, judgements, decrees, writs or orders enacted or issued in relation to anti-money laundering and countering the financing of terrorism.
“Balance” or “Account Balance” means the account balance of your Earn Account, representing the amount of Stablecoins which you may withdraw from your Earn Account.
"Business Day" means a day other than a Saturday, Sunday or a public holiday in Singapore.
“Communications” means any emails which XFERS INVEST may send to the primary email address that you have provided to XFERS INVEST when you opened your Earn Account, as well as any text messages or calls, including autodialled and pre-recorded messages from XFERS INVEST, which XFERS INVEST may from time to time send to the telephone number (including your mobile telephone number) that you have provided to XFERS INVEST.
“e-money” shall have the meaning ascribed to it under Section 2(1) of the PSA, which, for the avoidance of doubt, would include any digital assets (including, without limitation, any digital tokens or stablecoins) or any other instruments which fall within the definition of “e-money” under Section 2(1) of the PSA.
“Earn” or “Earn Product” refers to the StraitsX Earn, Xfers Earn or Fazz Earn products, as the case may be, all of which are offered by XFERS INVEST.
“Error” means a processing error made by XFERS INVEST or its suppliers in which your Account Balance is mistakenly deducted or credited.
“Information” means any Account information that you (or other Users) provide to us, including but not limited to personal information, financial information, or other information related to you, your business, or other Users.
“Instruction” means any instruction to credit or withdraw from your Account Balance or any other instructions in relation to the Earn Services.
“MAS” means the Monetary Authority of Singapore.
“Policy” or “Policies” means any Policy or other agreement between you and XFERS INVEST that you entered into on the Earn website, or in connection with your use of the Earn Services.
“PSA” refers to the Payment Services Act 2019 (No. 2 of 2019), as may be amended, supplemented, or replaced from time to time.
“Restricted Activities” means those activities described in Clause 10 of this Agreement.
“Services” or “Earn Services” means all our products and services and any other features, technologies and/or functionalities offered by us on our website(s) or through any other means.
“Stablecoins” means any fiat currency-denominated digital assets issued on a blockchain / distributed ledger.
“Substantial Change” means a change to the terms of this Agreement that significantly reduces your rights or significantly increases your responsibilities.
“User” means any person or entity who holds an Earn Account and uses the Earn Services, including you.
“Verified Xfers / StraitsX Account” means means any account opened directly with XFERS PTE. LTD., including a Personal or Business Account, with an account status that reflects that XFERS PTE. LTD. has verified the identity of the account holder and satisfied such other requirements as XFERS PTE. LTD. may deem fit.
“XFERS e-money” means any e-money issued by XFERS PTE. LTD., whether stored in an XFERS / StraitsX payment account or a non-XFERS account.
“XFERS INVEST”, “we“, “us” or “our” means XFERS INVEST PTE. LTD., and where applicable, includes the subsidiaries and/or affiliates of XFERS INVEST PTE. LTD.
The headings in this Agreement are for convenience only and shall not affect the interpretation hereof.
2 EARN ACCOUNT & ELIGIBILITY
To be eligible to use the Earn Services:
(a) You must be able to form legally binding contracts under Singapore law. Without limiting the generality of the foregoing: (i) you must be at least 18 years old; and (ii) (for corporate bodies) you must have obtained the necessary corporate and/or regulatory approvals to use such Services.
(b) You must be a resident in one of the countries in which Earn is supported. Our service availability varies by country.
(c) You must be a holder of a Verified Xfers / StraitsX Account in order to use the Earn Services.
2.2 Customer Information
In order to open and maintain an Account, you must provide us with correct and updated Information.
2.2.1 Identity verification: You must complete or have completed the account-opening and account-verification procedures with XFERS PTE. LTD., which is a third-party payment service provider which provides its services to XFERS INVEST. You acknowledge that on-boarding by XFERS PTE. LTD. is subject to separate terms and conditions that apply between you and XFERS PTE. LTD. and to which XFERS INVEST is not a party, and you understand that XFERS INVEST may not be able to open an Earn Account for you in the event that you do not successfully complete the account-opening and account-verification process with XFERS PTE. LTD. You agree that XFERS INVEST may receive or request, and keep copies of, any of the information which you provide to XFERS PTE. LTD. in connection with the on-boarding process, including information you may have provided for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud or any other financial crimes, to make any inquiries we consider necessary to validate your identity. You further agree that XFERS INVEST may ask you for further information or documentation directly, requiring you to provide a scan of your national identification documents/card (or passport), proof of address, taxpayer or national identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report or verifying your Information against third party databases or through other sources. Your access to the Earn Services and the limits that apply to your Earn Account or use of the Earn Services may be altered as a result of information collected about you on an ongoing basis.
2.2.2 Your personal information & contact details: It is your responsibility to keep your personal information, primary email address and telephone number (including mobile telephone number) up to date so that XFERS INVEST can communicate with you. You understand and agree that if XFERS INVEST sends you a Communication but you do not receive it because your primary email address or telephone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive Communications, XFERS INVEST will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add XFERS INVEST to your email address book so that you will be able to receive the Communications we send to you. You can update your primary email address, telephone number, or residential/registered address at any time by logging into the XFERS INVEST website or by contacting email@example.com. If your contact information becomes invalid such that Communications sent to you by XFERS INVEST are returned, XFERS INVEST may deem your Account to be inactive, and you will not be able to transact any activity using your Account until we receive a valid, working primary email address and/or telephone number from you.
2.2.3 Provision of information: You agree to provide us with all information that we may require from you in order for us to comply with Applicable Laws.
2.3 Earn Account
2.3.1 By crediting your Earn Account with Stablecoins, you are thereby lending your Stablecoins to XFERS INVEST. Stablecoins credited to your Earn Account will be held in a wallet controlled by XFERS INVEST. XFERS INVEST, acting as principal and for its own account, aggregates the Stablecoins borrowed from Users and generates yield by staking compatible Stablecoins on Decentralised Finance (“DeFi”) protocols, and lending eligible Stablecoins to centralised token-deposit platforms. In providing the Earn Services, XFERS INVEST does not hold any Stablecoins beneficially for you, on your behalf or as your agent.
2.3.2 Any contractual entitlement you have in the course of our provision of the Earn Services is solely in respect of the value of your Account Balance, and you will not have any claim to Stablecoins staked by XFERS INVEST on DeFi protocols. We do not provide you with any form of remittance or money transfer service, whether in respect of Stablecoins to be staked on DeFi protocols or otherwise.
2.3.3 XFERS INVEST earns its remuneration in the form of the difference between the yield we receive by staking Stablecoins on DeFi protocols and the interest we credit your Account Balance with.
2.4 Beneficial Owner
You must be the beneficial owner of the Account, and conduct business only on behalf of yourself.
3 CREDITING YOUR EARN ACCOUNT
3.1 Crediting Your Account With Stablecoins
You may credit your Earn Account with Stablecoins using any of the following methods:
(a) From your Verified StraitsX Account: you may instruct XFERS PTE. LTD. to transfer all or part of the Stablecoins which comprise your StraitsX Account balance into your Earn Account.
(b) From your Verified Xfers Account: you may instruct XFERS PTE. LTD. to convert all or part of the XFERS e-money in your Xfers Account to Stablecoins, and to transfer such Stablecoins into your Earn Account. XFERS e-money converted in this way will be converted to Stablecoins at the prevailing rate offered by XFERS PTE. LTD. (e.g. S$ 1:1 XSGD), subject to the separate terms and conditions governing your Xfers Account.
If your Earn Account Balance is not credited by the end of the next business day after your Verified Xfers / StraitsX Account has been debited, please contact us immediately.
4 YOUR STRAITSX ACCOUNT BALANCE & INTEREST
4.1 Account Balance Limits
We may, in our sole and absolute discretion, impose limits on the Balance which you can hold in your Account, and/or on the amount of value you may credit your Account with, either on a per-transaction basis or over the course of a defined period. Any such limits will be displayed on our website from time to time.
4.2 Account Balance
Your Account Balance will be denominated in Stablecoins only, and will not comprise any fiat-currency balance. Your Account Balance represents the sum of:
(a) the aggregate amount of Stablecoins which you have credited your Account with;
(b) any interest accrued on (a);
(c) any positive or negative adjustments for Errors under Clause 9.4; and
(d) LESS any Stablecoins you have withdrawn.
Subject to Clause 5.1 below, you may withdraw all or any part of your Account Balance at any time. You acknowledge that although your Account Balance is denominated in Stablecoins, XFERS INVEST does not hold any Stablecoins beneficially for you, on your behalf or as your agent.
XFERS INVEST’s records of your Account Balance (inclusive of any interest accrued) will be conclusive and binding on you for all purposes.
4.3.1 Interest shall accrue on your Account Balance, at the prevailing interest rate as may be determined in our sole and absolute discretion. Interest may be credited to your Account Balance in the form of Stablecoins which you have credited your Earn Account with, or in the form of any other digital asset.
4.3.2 XFERS INVEST reserves the right to vary the interest rate applicable to your Earn Account Balance from time to time, in its sole and absolute discretion. The prevailing interest rate (annual percentage yield (APY), which takes into account interest that is compounded and added to your Account Balance) shall be displayed on our website.
4.3.3 Interest accrues on a daily basis and compounds on a daily basis. Interest will be payable in arrears and your Account Balance will be updated to reflect the interest earned on a daily basis.
4.3.4 When you submit a withdrawal request, interest shall stop accruing on the amount that is subject to the withdrawal request from the time the withdrawal request is made.
5 WITHDRAWAL FROM YOUR EARN ACCOUNT
At any time, you may withdraw all or part of your Account Balance (in the form of an equivalent amount of Stablecoins) using any of the following methods:
(a) To your Verified StraitsX Account: you may request that we transfer all or part of the Stablecoins which comprise your Earn Account balance to your linked StraitsX Account.
(b) To your Verified Xfers Account: you may request that we transfer all or part of the Stablecoins which comprise your Earn Account to your linked Xfers Account, and thereafter instruct XFERS PTE. LTD. to convert such amount of Stablecoins to XFERS e-money in your linked Xfers Account. Stablecoins converted in this way will be converted to XFERS e-money at the prevailing rate offered by XFERS PTE. LTD. (e.g. S$ 1:1 XSGD), subject to the separate terms and conditions governing your Xfers Account.
If your Verified Xfers / StraitsX Account is not credited by the end of the next business day after your Earn Account Balance has been deducted, please contact us immediately.
6. FEES FOR EARN SERVICES
You agree to pay XFERS INVEST any and all prevailing fees charged by XFERS INVEST from time to time in connection with the provision or use of the Services. The fees are stated on our website and will be disclosed to you prior to confirmation of the transaction. In the event of any inconsistency, the fees disclosed to you prior to confirmation of the transaction will prevail over the fees stated on the website.
We may change our fees (including adding new fees) from time to time, which shall be stated on our website and which shall be binding on you if you continue to maintain or use the Services after the effective date for imposing the revised fees.
6.2 Deduction from or Set-off Against Your Account
Any fees charged by XFERS INVEST may be deducted from or set-off against the funds in your Earn Account (including any incoming receivables which have not yet been credited into your Earn Account).
6.3 No Fee Refunds
The fees charged by XFERS INVEST shall be payable in advance and are strictly non-refundable.
7 YOUR INSTRUCTIONS AND AUTHORISATIONS
7.1 Giving instructions
You are solely responsible for accurately entering any Instruction, including (but not limited to) in respect of crediting or withdrawing from your Earn Account, and describing or providing all necessary information in order to enable us to carry out any Instruction. XFERS INVEST is not responsible for confirming such information, or for monitoring or refusing to process duplicate Instructions.
Prior to us carrying out any of your Instructions, you are required to, and agree to provide us with all information that we may require from you, including but not limited to any information required by us to comply with any Applicable Laws, failing which we reserve the right to not carry out any of your Instructions.
Your Instructions shall be irrevocable and unconditional and shall be binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Instruction, you shall not rescind or withdraw such Instruction without our consent.
XFERS INVEST shall not be under any obligation to verify the identity or authority of any person giving any Instruction and the authenticity of such Instruction. XFERS INVEST shall not be liable for relying or acting on Instructions which are given or purported to be given by any person(s) whom we believe to be a User.
Your Instructions shall not be considered to be received by XFERS INVEST until they have actually reached XFERS INVEST’s central system successfully.
Additionally, XFERS INVEST’s records of all Instructions will be conclusive and binding on you for all purposes.
7.2 Rejecting Instructions
You acknowledge and agree that XFERS INVEST may refuse to act upon an Instruction for any reason whatsoever and may defer acting thereon or seek further information with respect to the Instruction as it thinks fit. Additionally, XFERS INVEST is authorised (but not obliged) to act on any Instruction which XFERS believes was given by you.
Without limiting the generality of this provision, XFERS may refuse to act upon an Instruction in particular if:
(a) Your Earn Account is suspected by us, or a third party service provider to be a counterfeit, or to have been fraudulently or illegally issued or revalued, or to have been illegally accessed, modified or used in any way;
(b) The Instruction is suspected to have been given in furtherance of any illegal, unlawful or criminal activity, including but not limited to any money laundering and terrorism financing activity, or any activity in breach of sanctions laws;
(c) There is any breakdown in the XFERS INVEST system or a part of it which disables you from accessing your Earn Account; or
(d) We determine that your Account Balance is incorrectly or erroneously stated or reflected on any records as having a higher or other value than its actual value due to any defect, damage, error or failure of, or programming in relation to, the XFERS INVEST system (including any data processing system or network system) or for any reason.
7.3 Notification of Instructions/Completion Notifications
XFERS INVEST may transmit a notification via electronic communications to you upon receipt of an Instruction. You are responsible to ensure the confirmation is in accordance with your Instruction. Such completion notification shall be deemed to have been received by you immediately after transmission and you should check such completion notification. You should contact us if you do not receive any completion notification within the time usually required for a similar notification to be received.
7.4 Your Authorisation
You agree and authorise that (upon receiving your Instruction to withdraw from your Earn Account Balance), XFERS INVEST may act upon such Instruction and to deduct from your Account Balance and (i) transfer an equivalent amount of Stablecoins to your linked StraitsX Account, or (ii) transfer an equivalent amount of XFERS e-money to your linked Xfers Account.
8 CLOSING YOUR EARN ACCOUNT
8.1 How to Close Your Earn Account
You may terminate this Agreement and close your Account at any time by following the instructions in your Account profile. Upon closure of your Account, interest shall stop accruing on your Account Balance. You must withdraw your Account Balance to your linked Xfers / StraitsX Account prior to closing your Account. You agree that you will continue to be responsible for all obligations related to your Account even after it is closed.
9 RISK DISCLOSURES
Earn is not a risk-free product. By lending Stablecoins to XFERS INVEST or otherwise using the Earn Services, you will not be entitled to any profits or income XFERS INVEST may generate from any subsequent use of the Stablecoins lent by you (or otherwise), nor will you be exposed to any losses which XFERS INVEST may suffer as a result thereof. You are, however, exposed to the possibility of XFERS INVEST becoming unable to repay its obligations in part or in full, in which case you may not be able to recover all the Stablecoins you lend to XFERS INVEST.
9.1 Acknowledgement of Risks
Before using the Earn Services, you should ensure that you fully understand and can afford to undertake the risks involved. You should carefully read and make sure you understand this Clause 8.1, which lists some, but not all of the risks involved in using the Earn Services. You are solely responsible for understanding the risks associated with the Earn Services, and you should assess whether such risks are appropriate for your particular use or circumstances.
9.1.1 Technical risk: the Earn platform may experience unforeseen outages or technical errors beyond XFERS INVEST’s reasonable control. Should such unforeseen outages or technical errors occur, XFERS INVEST will take reasonable steps to restore functionality as promptly as possible.
9.1.2 Smart contract risk and/or protocol risk: the risk of occurrences of hacks, cyber-attacks, distributed denials of service or errors, failures, vulnerabilities, flaws in the programming or source code or defects in the DeFi protocols and/or token deposit platforms which XFERS INVEST stakes and/or deposits its Stablecoins to. While XFERS INVEST implements a monitoring mechanism and framework for the DeFi protocols and/or token deposit platforms which XFERS INVEST stakes and/or deposits its Stablecoins to, the occurrence of such adverse events may affect the ability of XFERS INVEST to repay or fulfil withdrawal requests from Users.
9.1.3 Regulatory risk: the risk that regulatory bodies may implement changes to Applicable Laws and regulations affecting Stablecoins and the Earn Services. While XFERS INVEST has taken every reasonable effort to ensure that the Earn Services are compliant with Applicable Laws, any changes in Applicable Laws or other regulatory actions could negatively impact XFERS INVEST, including but not limited to the availability of Earn Services to Users in certain jurisdictions.
9.2 Not an Offer or Solicitation
The content of our website and the Earn Services do not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities or any other financial instruments. The content of our website and the Earn Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorised or permitted, or to any person to whom it is unlawful to make such offer or solicitation.
XFERS INVEST does not provide any legal, tax or financial advice, nor make any offers, recommendations or invitations to deal in digital assets.
It is your responsibility to determine what, if any, taxes apply to your intended use of the Earn Services, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. XFERS INVEST is not responsible for determining whether taxes apply to your intended use of the Earn Services.
10 ERRORS & UNAUTHORISED TRANSACTIONS
10.1 Safeguarding your Account ID, Password and Devices
You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs) or any other codes that you use to access the Earn Services or to send any Instruction to us. All such codes should be protected, and you should not (a) voluntarily disclose any code to any third party, except as instructed by us for any purpose including to initiate or execute any payment/transfer transaction through your Earn Account, (b) disclose any code in a recognisable way on your Earn Account or any other account; or (c) keep a record of any code in a way that allows any third party to easily misuse the code.
If you keep a record of any code, you should make reasonable efforts to secure the record, including (a) keeping the record in a secure electronic or physical location accessible or known only to you, and (b) keeping the record in a place where the record is unlikely to be found by a third party.
When using a device to access your Earn Account, you should (a) update your device's browser (e.g. Chrome, Safari, Internet Explorer, Firefox) to the latest version available, (b) patch the device's operating systems (e.g. Windows operating system (OS), Macintosh OS, iOS, Android OS) with regular security updates provided by the operating system provider, (c) install and maintain the latest anti-virus software on the device, where applicable, and (d) use strong passwords, such as a mixture of letters, numbers and symbols.
You should never allow remote access or share your computer screen with someone else when you are logged on to your Earn Account. XFERS INVEST will never under any circumstances ask you for your passwords or to screen-share or otherwise seek to access your computer or Earn Account. You should not provide your details to any third party for the purposes of remotely accessing your Earn Account. Always log into your Earn Account through our website to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
10.2 Transaction Notifications
You are also responsible for enabling transaction notification alerts on any device used to receive transaction notifications from us, opting to receive all transaction notifications for all outgoing transactions (of any amount) made from your Earn Account, and to monitor the transaction notifications sent to your primary email address and/or telephone number. We may assume that you will monitor such transaction notifications without further reminders or repeat notifications.
10.3 Unauthorised Transactions
You are responsible for the control and use of your Earn Account and any Instructions sent from your Earn Account are deemed to be authorised and are binding on you. As stated in Clause 6.1, we are not in the position (nor are we obligated) to verify the identity or authority of any person(s) using your Earn Account.
If you discover a transaction in your Earn Account that you did not authorise, you should contact us immediately, or in any case as soon as practicable after discovery of the unauthorised transaction by submitting a support ticket through this this link: [insert support link], and provide us with all information that we may request from you.
You undertake to make a police report where we request for you to do so.
We will rectify any Error that we discover.
(a) If an Error results in your Account Balance containing less than the correct amount which you are entitled to, XFERS INVEST will restore your Account Balance with the difference.
(b) If an Error results in your Account Balance containing more than the correct amount which you are entitled to, XFERS INVEST will deduct the excess from your Account Balance.
11 ACCEPTABLE USE POLICY FOR EARN SERVICES
In connection with your use of our website, your Earn Account, the Earn Services, or in the course of your interactions with XFERS INVEST, you will not:
(a) Breach this Agreement or any other Policy that you have agreed to with XFERS INVEST;
(b) Violate or attempt to violate any law, statute, ordinance, or regulation, including but not limited to laws relating to money laundering and terrorism financing, and regulations relating to sanctions;
(c) Infringe XFERS INVEST’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(d) Use the Earn Services in relation to pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or such multi-level marketing programmes;
(e) Use the Earn Services in relation to betting, gambling, gaming or participating in a lottery (each of which are as defined in the Remote Gambling Act 2014 (Act 34 of 2014, Singapore)), including, but not limited to casino games, sports betting, horse or greyhound racing, fantasy sports, lottery tickets, other ventures that facilitate gambling, any games involving an element of chance for money or money’s worth, and sweepstakes;
(f) Act in a manner that is defamatory, trade libellous, threatening or harassing;
(g) Provide false, inaccurate or misleading Information;
(h) Engage in potentially fraudulent or suspicious activity and/or transactions;
(i) Refuse to cooperate in an investigation or provide confirmation of your identity or any Information you provide to us;
(j) Control an Account that is linked to another Account that has engaged in any of these Restricted Activities;
(k) Access the XFERS Services from a country that is not listed on XFERS’ Worldwide page;
(l) Disclose or distribute another User’s Information to a third party or use the Information for marketing purposes, unless you receive the User’s express consent to do so;
(m) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
(n) Facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
(o) Use an anonymising proxy;
(p) Use any robot, spider, other automatic device, or manual process to monitor or copy our website without our prior written permission;
(q) Use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our website or the Earn Services; or
(r) Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers.
12 YOUR LIABILITY – ACTIONS WE MAY TAKE
12.1 Your Liability
You are responsible for all fees, fines, penalties and other liability incurred by XFERS INVEST, other affected User(s), or a third party caused by or arising out of your breach of this Agreement, and/or your use of the Earn Services. You agree to reimburse XFERS INVEST, other affected User(s), or a third party for any and all such liability.
You are also liable for using the services of our third party service providers in a manner prohibited by them in their agreement with you, or providing inaccurate or incomplete information while using their service.
12.2 Reimbursement for Your Liability
If you are liable for any amounts owed to XFERS INVEST, XFERS INVEST may immediately remove such amounts from your Account Balance. If your current Account Balance is insufficient to meet your liability, XFERS will deduct any amounts which you are liable for from your Account Balance and instate your Account with a negative balance up to the remaining amount of your liability, and you shall add funds to your Account (in accordance with Clause 3.1 above) as soon as possible to restore your Account Balance to a zero or positive balance, or to pay XFERS INVEST through an alternative method agreed to by XFERS INVEST.
12.3 Actions by XFERS INVEST – Holds
Risk-based holds: XFERS INVEST, in its absolute discretion, may place a hold on any or all amounts in your Account Balance when XFERS INVEST believes there may be a high level of risk associated with you or your Earn Account. XFERS INVEST’s determination may be based on different factors and XFERS INVEST may rely on information it receives from third parties. If XFERS INVEST places a hold on any amount, this will be indicated on your Account dashboard. We will release the hold on any amount(s) in your Account Balance after 30 calendar days unless we have a reason to continue to hold the payment such as (a) if we have any reason to believe that you have violated the terms of this Agreement or any other Policy and that such a violation results in the need to continue holding the amount(s), or (b) we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions. In such an event, XFERS may continue holding the amount(s) in your Account Balance until the matter is resolved pursuant to this Agreement. XFERS INVEST, in its absolute discretion, may release the hold earlier under certain circumstances.
12.4 Actions by XFERS INVEST – Account Closure, Termination of Service, Limited Account Access; Confidential Criteria
XFERS INVEST, in its sole and absolute discretion, reserves the right to terminate this Agreement and/or access to the Earn Services for any reason and at any time upon notice and payment to you of any unrestricted funds held in your balance. If we limit access to your Earn Account, you may have the opportunity to request restoration of access if, in our sole and absolute discretion, we deem it appropriate. Further, you acknowledge that XFERS INVEST’s decision to take certain actions, including limiting access to your Earn Account or placing Holds, may be based on confidential criteria that is essential to our management of risk, the security of Users’ Accounts and the XFERS INVEST system. You agree that XFERS INVEST is under no obligation to disclose the details of its risk management or its security procedures to you.
12.5 Acceptable Use Policy Violations
If XFERS INVEST, in its sole and absolute discretion, believes that you may have engaged in any Restricted Activities, we may take various actions to protect XFERS INVEST, its parent, subsidiaries and affiliates, other Users, other third parties or you from fees, fines, penalties and any other liability. The actions that may be taken include but are not limited to the following:
(a) We may close, suspend, freeze, or limit your access to your Earn Account or the Earn Services;
(b) We may refuse to provide the Earn Services to you now and in the future; and
(c) We may place a hold on your Account Balance for a period of time reasonably needed to protect against the risk of liability to XFERS INVEST or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity.
If you violate the Acceptable Use Policy, then in addition to the above actions, you will be liable to XFERS INVEST for XFERS INVEST’s damages for each violation of the Acceptable Use Policy. You agree that $500.00 SGD (or equivalent) per incident in violation of the Acceptable Use Policy is presently a reasonable minimum estimate of XFERS INVEST’s actual damages considering all currently existing circumstances, including the relationship of the sum to the range of harm to XFERS INVEST that reasonably could be anticipated because due to the nature of the violations of the Acceptable Use Policy, actual damages would be impractical or extremely difficult to calculate. XFERS INVEST may deduct such damages directly from any existing balance in the offending Account.
13.1 Disputes with XFERS INVEST regarding Earn Services
13.1.1 Contact XFERS INVEST first: If a dispute arises between you and XFERS INVEST, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and XFERS INVEST regarding the Earn Services may be reported to our customer support department via ([insert link]).
13.1.2 Arbitration: For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 SGD (or equivalent in other currencies), the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. If a party elects arbitration, that party will initiate such arbitration through the Singapore International Arbitration Centre or any other established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.1.3 Law and forum for disputes: Except as otherwise agreed by the parties or as described in Clause 12.1.2 above, you agree that any claim or dispute you may have against XFERS INVEST must be resolved by a court located in Singapore or where the defendant is located. You agree to submit to the personal jurisdiction of the courts located within Singapore for the purpose of litigating all such claims or disputes. This Agreement shall be governed in all respects by the laws of Singapore as such laws are applied to agreements entered into and to be performed entirely within Singapore, without regard to conflict of law provisions.
13.1.4 Improperly filed litigation: All claims you bring against XFERS INVEST must be resolved in accordance with Clause 12.1 of this Agreement. All claims filed or brought contrary to Clause 12.1 shall be considered improperly filed and a breach of this Agreement. Should you file a claim contrary to Clause 12.1, XFERS INVEST may recover all attorneys’ fees and costs (including in-house attorneys and paralegals), provided that XFERS INVEST has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
14.1 Notices to You
You agree that XFERS INVEST may provide you communications about your Earn Account and the Earn Services electronically. Such communications may be sent by XFERS INVEST, or our parent, subsidiaries, affiliates or service providers. XFERS INVEST reserves the right to close your Earn Account if you withdraw your consent to receive electronic communications. Any electronic communications will be considered to be received by you: (1) within 24 hours of the time we post it to our website; or (2) immediately upon our sending of an email to you. Any notice sent to you by postal mail will be considered to be received by you 3 Business Days after we send it.
14.2 Notices to You from our Third Party Service Providers
You authorise us to receive notices and forms on your behalf from third party service providers. XFERS reserves the right to close your Earn Account or restrict the Earn Services provided to you if you withdraw your consent to enable us to receive such notices or forms.
14.3 Notices to XFERS
Unless otherwise stated in this Agreement, notice to XFERS INVEST must be sent by postal mail to the registered address of XFERS INVEST PTE. LTD., Attention: Legal Department.
15 MISC. TERMS
15.1 Limitation of Liability
Notwithstanding anything to the contrary contained here, and subject to Applicable Laws, XFERS INVEST and its parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or service providers shall not be liable, whether or not arising out of negligence of each of XFERS INVEST and its parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers, for any losses, loss of profits, consequential or special losses, damages, expenses, claims, liability and costs (including cost on a solicitor and client basis) that you may incur or suffer in connection with:
(a) The creation, use, suspension or closure of an Earn Account; or
(b) Any delay in creation and/or verification of an Earn Account or suspension and discontinuance of creation and verification of Account; or
(c) Any period where any equipment, software or system is unavailable for processing the Earn Services; or
(d) Any delay or detention arising from use of an Earn Account (including locked or suspended Earn Account).
In all other cases, the total liability of XFERS INVEST and its parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or service providers shall be limited to the actual amount of direct damages and shall not exceed $500.00 SGD or your Account Balance as of the date your claim arises, whichever is lower.
15.2 Services Limitation
XFERS INVEST is not a bank and the Earn Services are not banking or deposit-taking services. XFERS INVEST is not acting as agent, trustee, fiduciary or escrow with respect to your Stablecoins.
15.3 No Warranty
THE EARN SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. XFERS INVEST, OUR PARENT, SUBSIDIARIES AND AFFILIATES, OUR OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. XFERS INVEST does not guarantee continuous, uninterrupted or secure access to any part of the Earn Services, and operation of our site may be temporarily suspended for maintenance or upgrade or interfered with by numerous factors outside of our control. XFERS INVEST will make reasonable efforts to ensure that requests for credits or withdrawals involving Earn Accounts are processed in a timely manner but XFERS INVEST makes no representations or warranties regarding the amount of time needed to complete processing because the Earn Services are dependent upon factors outside of our control. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. This paragraph gives you specific legal rights and you may also have other legal rights that vary from country to country.
15.4 Site Accuracy
The XFERS INVEST website may not always be entirely complete or current. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies and the Earn Services.
Links to third-party materials (including without limitation any third-party websites) are not controlled by us. XFERS INVEST is not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to from the XFERS INVEST website.
You shall indemnify and hold harmless XFERS INVEST in respect of any and all damages, losses (including consequential losses and special damages), costs (including costs on a full indemnity basis), expenses, claims, proceedings or actions suffered or incurred by XFERS INVEST or any third party by reason of any breach or non-compliance by you of this Agreement or by XFERS INVEST in enforcing any of the terms of this Agreement or preventing any breach thereof.
15.6 Force Majeure Event
Neither XFERS INVEST nor any of its parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers shall be liable for non-performance, error, interruption or delay in the performance of their obligations under this Agreement, in the XFERS INVEST system’s operations, if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control which includes without limitation: –
(a) Flood, lightning, acts of God, fire, earthquakes, epidemics, pandemics and other natural disasters;
(b) Judgements, legislation, acts, orders, directives, policies, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed or to be imposed after the fact;
(c) Power failure;
(d) Acts or defaults of any telecommunications network operator;
(e) Circumstances where communications lines and/or computer systems of XFERS INVEST or any of its parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers cannot be used for reason attributable to third party telecommunications carriers; and
(f) Acts or omissions of any service provider or any party for whom XFERS INVEST and/or any of its parent, subsidiaries and affiliates, officers, directors, agents, joint ventures, employees or suppliers are/is not responsible.
15.7 Intellectual Property
“XFERS”, “STRAITSX” and all other URLs, logos and trademarks related to the Earn Services are either trademarks or registered trademarks of XFERS PTE. LTD. or its licensees. XFERS INVEST is licensed by XFERS PTE. LTD. to use these URLs, logos and trademarks. You may not copy, imitate or use them without XFERS PTE. LTD.’s prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of XFERS INVEST. You may not copy, imitate, or use them without our prior written consent. You may use HTML logos provided by XFERS INVEST through our merchant services or affiliate programs without prior written consent for the purpose of directing web traffic to the Earn Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that is disparaging to XFERS INVEST or the Earn Services or display them in any manner that implies XFERS INVEST’s sponsorship or endorsement. All right, title and interest in and to the XFERS INVEST website, any content thereon, the Earn Services, the technology related to the Earn Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of XFERS INVEST and its licensors.
15.8 Personal Data Protection
If you receive Information about another User through the Earn Services, you must keep the Information confidential and only use it in connection with the Earn Services. You may not disclose or distribute a User’s Information to a third party or use the Information for marketing purposes, unless you receive that User’s express consent to do so.
15.10 Complete Agreement and Survival
This Agreement, along with any applicable Policies on the Legal Agreements page on the XFERS INVEST website, sets forth the entire understanding between you and XFERS INVEST with respect to the Earn Services. Clauses 1 (Interpretation & Definitions), 8 (Closing Your XFERS / StraitsX Account), 12 (Your Liability – Actions We May Take), 13 (Disputes), 14 (Notices) and 15 (Misc. Terms), as well as any other terms which by their nature should survive, will survive the termination of this Agreement. If any provision (or parts thereof) of this Agreement is held to be invalid or unenforceable, such parts of the provision shall be struck out to the extent of the invalidity/unenforceability and the remaining provisions shall be enforced.
You may not transfer or assign any rights or obligations you have under this Agreement without XFERS INVEST’s prior written consent. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.XFERS INVEST reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without requiring any action or consent on your part.
15.12 Contract (Rights of Third Parties) Act (Cap. 53B)
All other persons who are not a party to this Agreement have no right under the Contract (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Agreement.
15.13 Translated Agreement
Any translation of this Agreement is provided solely for your convenience and is not intended to modify the terms of this Agreement. In the event of a conflict between the English version of this Agreement and a version in a language other than English, the English version shall apply.
15.14 No Waiver
No delay or failure on the part of XFERS INVEST in exercising any power, right or remedy under this Agreement shall operate as a waiver of such power, right or remedy.
Published Date: 27 May 2022
Effective Date: 27 May 2022