Terms and Conditions

Customer Due Diligence (CDD)/ Enhanced Due Diligence (EDD) Anti Money Laundering (AML) / Combating the Financing of Terrorism (CFT) / Know Your Customer (KYC) / Know Your Business (KYB)/Know Your Transaction (KYT)

All clients, users and partners of Nodeam will undergo a stringent KYC/KYB procedure that encompasses CDD process, AML/CFT screenings, and KYT for continuous monitoring. This comprehensive process involves, but are not limited to, document submissions, verifications utilizing public and private data sources, and transaction monitoring. This is part of our commitment to prevent, detect and deter money laundering, financing of terrorism, corruption, and fraud, in accordance with our Anti-Money Laundering (AML) and Countering Financing of Terrorism (CFT) Policy Statement.

Use of Site, Services/Products

Nodeam owns and operates www.nodeam.com and its associated application program interface, and mobile applications (each a “Site”) under the brand name Nodeam. 

The Site is an internationalized investment platform and providing financial services and products (“Services/Products”) insofar where it is legal and compliant for Nodeam to do so. Refer to the list of restricted territories in the AML and CFT document.

To use any Services/Products provided by Nodeam, you must have read, understood, and agree to be bound by these terms and conditions set forth herein, including any revisions from time to time as may be published by Nodeam as well as the Privacy Policy, and AML and CFT documents. 

In addition, you are subject to additional specific terms and conditions (the Product Fact Sheet) applicable to the relevant Services/Products.

In case of any conflict between the terms and conditions of this Legal Notice (“Agreement”) and the Product Fact Sheet, the latter shall prevail. If you have any questions regarding the Services/Products, or this Agreement, please email us at contact@nodeam.com

Eligibility

To use our Services/Products, the following conditions must be adhered:

  1. you are an individual, legal person or other organization with full legal capacity and authority to (i) access and use the Services/Products, and (ii) enter into and deliver, and perform your obligations under this Agreement, and any other agreement(s) entered into pursuant to, or in connection with these terms.
  2. you are at least 21 years old (individual applicants) and have full mental capacity to enter into this Agreement, and any other agreement(s) entered into pursuant to, or in connection with these terms, and to make decisions regarding your investments or transactions.
  3. you have not previously been suspended or removed from using our Services/Products.
  4. you are not an individual or entity subject to any sanction programs administered or enforced by any relevant country or government or international authority (refer to AML and CFT document).
  5. you are not prohibited from using our Services/Products by any applicable laws or regulatory (refer to AML and CFT document).
  6. you have not filed for bankruptcy or have been declared bankrupt by a court of law.
  7. all of your representations and warranties set out in this Agreement and any and all agreement(s) entered into pursuant to, or in connection with these terms, being true, accurate, correct and complied with in all respects at all times.
  8. you have performed and discharged, or will perform and discharge, all of your covenants, agreements, obligations or undertakings under this Agreement and any and all agreement(s) entered into pursuant to, or in connection with these terms.
  9. if you are entering into this Agreement on behalf of an individual/legal entity of which you are an employee, agent or representative:
    1. You must demonstrate that you have all necessary rights, power and authority to bind such individual/legal entity to these terms. 
    2. All parties to such arrangements are subject to the KYC/KYB process.
    3. Nodeam can at its sole discretion and/or, upon consultation with Nodeam’s partners, refuse to honour or seek amendments to documentations of said authority. 

The Site and Services/Products are operated and maintained by Nodeam for informational use and any information contained in therein should not be regarded as an offer or invitation to participation, and no part of it shall form the basis of or be relied upon in connection with any contract, commitment, or investment decision. Any transaction/investment decision that you undertake is in reliance solely on your own judgment and Nodeam makes no claim on the suitability of any such transaction/investment.

In addition, the Site or Services/Products may not be used for the purpose of and does not constitute an offer or invitation to participate in our Services/Products in any jurisdiction, or under any circumstances in which such offer or invitation is unlawful or unauthorised or to any person to whom it is unlawful to make such offer or invitation.

The Site and Services/Products are protected by copyright, intellectual property, and other applicable laws. Any use of the Site or Services/Products not specifically permitted under these terms is strictly prohibited.

The information contained in the Site or Services/Products may not be taken, reproduced, or redistributed. Information contained in the Site or Services/Products is intended solely for your personal reference and is strictly confidential. You shall not modify the material on the Site or the Services/Products in any manner or form, or to use modified versions of the Site or Services/Products, or any materials on the Site or Services/Products, including but not limited for the purpose of obtaining unauthorised access to the Site.

The trademarks, service marks, product names, company names and logos used on the Site are either owned by Nodeam or are licenced or used with permission from a third-party owner. Any third-party trademark, service mark, product name, company or logo remains the property of the respective owner.

The information contained in the Site does not convey any representation or warranty, express or implied, is made as to, and no reliance should be placed on the fairness, accuracy, correctness, completeness, originality, timeliness, reasonableness, non-infringement, suitability, satisfactory quality, merchantability, or fitness for any particular purpose of, the information or opinions contained in the Site or Services/Products. 

It is not the intention of Nodeam to provide, and you may not rely on these materials as providing a complete or comprehensive analysis of the Services/Products. 

You agree that the Services/Products may be dependent on the pricing or information provided by third parties and that Nodeam shall not have any liability, contingent or otherwise, to you, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services/Products on the Site, regardless of cause. 

You further agree that Nodeam shall not be liable or responsible in any way for your use of the Internet to connect to the Site, or any technical problems, power or system failures, malfunctions, internet or technological breakdown, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced.

Nodeam does not grant any representation or warranty, expressed or implied, as to the accessibility and quality of the Site. There may be situations when the Site will not be accessible, including but not limited to maintenance and circumstances outside the control of Nodeam such as, net access failure, theft and cyber-attacks. As a result of the inherent deficiencies in electronic distribution, there may also be situations where there may be errors, delays, omissions, interruption, breach of security, data corruption or unavailability of access in connection with, or, inaccuracies with the Site. 

You agree that Nodeam shall in no way be responsible for any erroneous orders, failure or any computer hardware or software used by Nodeam or a service provider of Nodeam, or any telecommunications devices used by Nodeam or a service provider of Nodeam or stoppage of service, which prevents Nodeam from fulfilling its obligations under this Agreement, provided that Nodeam shall use commercially reasonable efforts to prevent or limit such events. 

You also agree that Nodeam does not guarantee the continuous availability of the Site, which has the functionality as available during your use, and that Nodeam shall not be responsible for any errors, delays, communication failures or other malfunctions of the Site and any losses you may suffer due to the inaccessibility of the Site.

Nodeam does not warrant that the Site content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Site or its contents are free of infection by computer viruses, computer worms, Trojan horses, spyware and/or other harmful or corrupt code, programme, macro and such other unauthorised or malicious software, or that the download, installation or use of any software or content of the Site in or with any computer will not affect the functionality or performance of the computer. 

You will solely assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in the computer. You agree not to hold Nodeam liable for the loss of any of the contents or for any loss that you suffer that is due to any circumstances.

Nodeam shall not be liable to you or be deemed in breach of this Agreement by reason of any delay in performing, or any failure to perform, its obligations, if the delay or failure was due to a Force Majeure event.

The delivery of the Site in certain jurisdictions may be restricted or prohibited by law in such jurisdictions. You must be familiar with, observe and comply, with any such prohibitions and/or restrictions. 

To the fullest extent permitted by law, neither Nodeam nor any of its representatives shall be liable (in negligence or otherwise) for any loss howsoever arising from any use of the Site. You shall indemnify Nodeam in relation to any losses suffered or incurred by Nodeam in relation to any breach of the Agreement.

You acknowledge and agree that all information provided to Nodeam may be shared between Nodeam and its third-party partners, vendors, subsidiaries, affiliates, associated companies and jointly controlled entities.

Your Account 

To use the Services/Products, you need to register for an Account on the Site. Nodeam has in place an onboarding process which entails a defined (“KYC Process”) which requires you to provide information satisfactory to Nodeam and relevant third parties for the purposes of identity establishment, verification, screenings and risk mitigation. 

Nodeam engages the assistance of third-party service providers for the CDD (includes but not limited to KYC, KYB & KYT) and EDD (if applicable) processes. You irrevocably grant Nodeam the right to share such information with the third-party service providers concerned. You are required to promptly provide whatever information necessary to satisfy such due diligence requirements. 

You agree to provide us with any additional or other information, documents and/or materials about yourself or your business, have face- to-face meetings with representatives of Nodeam or take any other action as we may require in relation to the performance of our onboarding processes. We reserve the right to levy a pass-through charge to cover any costs and fees associated with the conduct of such variations in the due diligence process.

Post-account opening, you must ensure that the information provided to us continues to be truthful, complete, and up to date. You agree and undertake to keep us updated in writing if any of the information you provided to us changes, or if there is any change in circumstance that may cause any such information to be provided to become outdated, false, inaccurate, or incomplete, and undertake to provide any other additional documents, materials and information as may be required by us.

Failure to do so constitutes a breach of these terms, which may result in immediate termination, suspension or restriction of your access to your Account, or all, or part of our Services/Products.

If there is any reasonable doubt that any identity verification information provided by you is wrong, untruthful, outdated or incomplete, we shall have the right to send you a notice to demand corrections, remove the relevant information and/or terminate, suspend or restrict your access to your Account or all or part of our Services/Products to you. 

You shall be solely responsible for any loss or expenses incurred during the use of the Services/Products if you cannot be reached through the contact information provided. 

Account Usage

You are fully responsible for all activities that occur on your Account or sub-Accounts (if applicable), herein collectively Account.

You are to immediately notify Nodeam of any unauthorised use or any other breach of security of your Account. You are to ensure prompt exit from your Account at the end of each session. Nodeam shall not be liable for any loss or damage arising from failure to comply with the above.

Nodeam will regularly monitor and assess activities that may constitute a potential breach of AML Laws, CFT Laws, Sanctions Laws, Anti-Bribery Laws, and other applicable laws. Notwithstanding the KYC Process, you are required to provide further information and documents or conduct any activities as requested by Nodeam or any of its nominated third-parties pursuant to this clause on an ongoing basis.

By setting up the Account, you consent to the collection, use and disclosure of personal data and other information submitted to Nodeam and its third-party service providers for such purposes. More details relating to the treatment of your personal data is set out in our Privacy Policy.

To access our Services/Products, you must have the necessary equipment (such as a computer or smartphone) and access to the Internet. Your Account and the Services/Products can be accessed directly using the Site, and/or by such other mode of access as Nodeam may prescribe from time to time. 

You are only permitted to access your Account using your Account login credentials and multi-factor authentication to keep your Account safe and secure. Forms of multi-factor authentication in addition to your login credentials may include authentication applications and/or security tokens. 

We reserve the right in our sole and absolute discretion, without prior notice to you, to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your verification data to a third-party service provider to help us authenticate you.

You must ensure that the Account registered under your name will not be used by any other person unless prior written approval is obtained from Nodeam. 

Any breach of security, loss, theft or unauthorised use of your username, password or security information must be notified to us immediately. 

Nodeam reserves the right to terminate, suspend or restrict your access to any Account if there is reasonable suspicion that the person logged into your Account is not you, or if we suspect that the Account have been or will be used for any illegal, fraudulent, or unauthorised purposes. 

Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages, or costs by reason of, or arising from, or because of, any such termination, suspension or restriction of access to any Account. 

Notwithstanding that Nodeam may in its sole and absolute discretion consent to your Account being used by your approved third party, you acknowledge and agree that your granting of permission to a third party to take specific actions on your behalf shall not relieve you of any of your responsibilities under this Agreement. 

You further acknowledge and agree that Nodeam shall not be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, your Account being used by a third party.

Know Your Risks

By using our Services/Products, you expressly acknowledge and assume the risks set out in this section. If any of these risks and uncertainties develop into actual events, the ability of Nodeam to provide our Services/Products may be adversely or materially affected and you may lose all or part of the value of your assets in your relevant Account.  

Before doing so, you should ensure you fully understand the risks and nature of the relevant products and undertake an independent review on whether the relevant Services/Products are suitable for you in respect to your own financial situation, investment experience, investment objectives and risk appetite.

You understand and acknowledge that Nodeam does not warrant or guarantee that its Services/Products will appreciate, remain stable or depreciate. 

You understand and agree that Nodeam is not your advisor, custodian, or broker and that Nodeam does not make any offers, recommendations, or invitations for you to use any Services/Products.

The risks set out in this Agreement are not comprehensive and do not reflect all of the risks you should consider before using the Services/Products. You undertake to consult your own legal, financial, tax or other professional advisors before using the Services/Products.  

Because of the risks involved, it is recommended that you should only invest if you can bear the loss of a substantial portion or even all amounts invested.

Risk Disclosures on Investing in Structured Investments 

Structured investments are investment products. The value of the returns on structured investments are not guaranteed and are usually contingent on the performance of one or more relevant underlying assets.

Prior to subscription into any structured investments, you should read and understand the Product Fact Sheet, and the risks associated with structured investments.

Structured investments are generally held to maturity. Any early termination (if applicable) may come with high penalty costs. This means that you may receive substantially less than your principal investment amount.

You may be exposed to these key risks, but not limited to, credit risk, legal risk, market risk, liquidity risk, operational risk, options risk, duration risk, potential return risk, sovereign risk, spot risk, event risk, risk relating to the discretion of the issuer or calculation agent, re-investment risk, decoupling risk, taxation risk and compounding risk.

High Yield Dual Investment (HYDI): HYDI is a structured investment product that pays out a yield on the principal invested. HYDI involves the use of an option written on digital assets. 

In a HYDI placement, you confer on us the right to repay the principal and yield amounts thereon on the HYDI Expiry Date in either the base asset or in USDC, subject to conversion conditions. All or part of the yield received on the HYDI represents the premium on the underlying option. If you subscribe to a HYDI product, you must be prepared to receive the principal and yield amounts in the converted asset.

Should conversion occur, the value of the converted asset may result in a value less than the Principal Amount. All components of the HYDI are subject to market volatilities and, as such, the principal value of a HYDI is not protected. 

A HYDI may be subject to early termination by us before maturity upon the occurrence of an Extraordinary Event (including, the imposition of control restrictions or any devaluation, redenomination or demonetisation of the base currency or the alternate currency). In such instances, you may receive less than the principal amount initially invested.

Risk Disclosures on Investing in Options

Options are essentially contracts whereby the owner of the options has the right, but not the obligation, to purchase or sell an asset at a fixed price at or by a specific date. Investments or transactions involving options carry a high degree of risk and are not suitable for all. You should only enter into such investments or transactions after you have read, understood and familiarised yourself with the type of options, style of exercise, the nature and extent of rights and obligations and all associated risks.

If you purchase an option, you should be aware of the following:

  1. Under certain adverse market conditions when the market moves against an option position, the purchased option can be worthless, and you will suffer a total loss of the original investment which would consist of the option premium and the transaction costs. If you are contemplating purchasing deep-out-of-the-money options, you should be aware that ordinarily, the chance of such options becoming profitable is remote.
  2. To realise any value from the option, it will be necessary either to offset the option position or to exercise the option.
  3. Some option contracts may provide only a limited period for the exercise of the option, and some option contracts may provide for the exercise of the option on a specified or stipulated date. For barrier options, the exercise rights will only arise when the market value of the underlying instrument reaches the barrier (in the case of knock-in options) or will expire irrevocably when that barrier is reached (in the case of knock-out options).

Buying options involves lesser risk than selling because if the price of the underlying instrument moves against you, you can simply allow the option to lapse and your maximum Loss is limited to the premium, plus any commission or other charges. 

The risks associated with selling an option is generally greater than purchasing an option. Although the premium received by the seller is fixed, the seller may sustain a loss well more than the amount of premium received. 

You should calculate the price and the exchange rate (where applicable) which the underlying instrument would have to reach for the option position to become profitable. This would include amounts by which the underlying instrument or the extent at which the exchange rate would have to rise above or fall below the strike price to cover the sum of the premium and all other costs incurred in entering and exercising or closing the option position.

Risk Disclosures on Swap

The swap facility enables you to move between digital assets and/or fiat (if applicable). This is an ancillary facility provided by Nodeam to facilitate asset allocation/rebalancing.

The swap price and subsequent derived amounts are indicative only until confirmation. Nodeam does not undertake market volatility and offers this facility solely on a best-efforts basis. 

There are risks associated with, but not limited to, market volatilities, market depth, technical issues, regulatory developments, counterparty risks, black swan events and any other unforeseeable circumstances which may adversely impact the performance and availability of this facility from time to time.

Risk Disclosures on Digital Assets

Investing in any digital asset involves significant risks including, but not limited to, a substantial decrease in or loss of the entire value of the digital assets, inability to execute, access or transfer of digital assets, unauthorised access, erroneous transfers, legal/regulatory changes, and tax risks. 

The value and viability of digital assets depends on the continued willingness of market participants to be involved in the investment, exchange, development, and custody of digital assets. There is a potential for permanent and total loss of value of any digital asset due to such systemic risks. 

KYT, Deposit, Investment/Swap, Whitelisting and Withdrawal of Digital Assets

Nodeam works on a pre-funded basis. Prior to any investment/swap, you must fund your Account by depositing assets.

KYT: All inbound and outbound transfers to and from Nodeam are subject to real time monitoring. Deposits, and/or originating wallets in breach of KYT requirements as prescribed by the appointed third-party custodian, will not be allowed to land in the custodial vault, and thus your Account will not be credited. 

As for withdrawals to destination wallets in in breach of KYT, such funds will be deemed to have left the custodial vault and debited from your Account. These funds will be earmarked for further investigations independent of Nodeam. As such, you are solely liable and responsible for the integrity of said funds and wallets. Furthermore, Nodeam does not warrant the time required nor the eventual availability of such said assets.  

Deposit: You assume all risks of sending any funds to Nodeam, you must ensure you send the funds on the correct blockchain network, any funds sent on the incorrect blockchain will be lost and Nodeam has no means of recovering funds sent to the wrong blockchain network.

Nodeam will not be responsible or liable to you, or any other person, or entity, for the recovery, any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence. Any deposit will not be considered to have landed in the custody vault until the requisite number of confirmations, as defined by the third-party custodian have been met. The confirmations required differs according to the network and asset. 

Nodeam retains the right to reject any item submitted for deposit and the right to return a deposit already made. 

Nodeam may accept assets deposited to your account without your prior authorization. 

Nodeam will post deposits in a reasonably timely manner. However, there will be variations due to, but not limited to, system outages, power failures, disruption of services by vendors/partners, network congestion, investigations (KYT) and other unforeseen factors. 

Investment/Swap: When you submit a request for an investment/swap, such an order will become irrevocable, and you are deemed to have given Nodeam consent to proceed and effect the settlement of the relevant transaction by debiting and crediting the relevant asset(s) balances in your Account. 

Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect, damages or costs by reason of, or arising from, or as a consequence of, any such failure to (i) offer a price to you, and/or (ii) enter into, complete and/or settle any order, irrevocable order and/or transaction.

Whitelisting: You understand and agree that prior to any withdrawals, the destination wallet must be whitelisted. This process may take up to 24 hours to complete and is meant as a safeguard to prevent unauthorized transactions. 

You also undertake to be liable for the accuracy of details provided and that the wallet is question is not encumbered by sanctions nor any other administrative/legal liens. 

Withdrawal: You will be responsible and liable for the accuracy of pertinent details to be provided to Nodeam for effecting a withdrawal. 

Before we act upon your instruction to transfer funds, we may require you to authenticate and/or verify such instruction via your registered email and/or your pre-selected form of multifactor authentication which we may make available to you from time to time. You agree to comply with all such requirements to authenticate and/or verify your instruction.

If the details you provide are inaccurate, incomplete, insufficient, or misleading, your digital assets may be permanently lost. Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for the recovery, any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence.

You acknowledge and agree that digital asset transfers cannot be reversed once they have been broadcasted to the relevant blockchain network and that the network speed cannot be guaranteed.

Withdrawal limits may apply from time to time, based on legal, regulatory, AML and/or security considerations. Our policies and procedures may require additional security and/or compliance checks that require additional time to complete. Any variation request to exceed withdrawal limits set must be sent via email to support@nodeam.com.

You understand and acknowledge that network fees will apply. Every transfer request shall be deemed pending until updated otherwise. We may refuse to accept or delay the processing for any reasonable rationale, including but not limited to, inaccurate or misleading information provided by you, suspicion of fraud, misrepresentation, a sanctioned transaction, money laundering, terrorism financing or other financial crime related to your Account.

Ending Support of a Digital Asset

Nodeam may in our sole and absolute discretion suspend or terminate our support for any digital asset at any time. To the extent commercially reasonable in the circumstances, we will endeavour to provide you with prior written notice via email to the email address associated with your Account to announce the end of such support. If you do not dispose or transfer the relevant digital assets from your Account before the date of suspension or termination of our support of such digital assets, we reserve the right to convert such digital assets into any supported assets, and credit that converted asset into your Account, less any applicable fees.

Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, any such conversion, suspension or termination of our support for any digital asset.

Fees

Our fees can be found here.

Nodeam reserves the right to adjust fees listed from time to time, and without prior notification to you. 

Transaction Minimum or Maximum Amounts

Nodeam may, in our sole and absolute discretion without prior notice to you, impose or make changes to minimum, and/or maximum amounts on any transaction. You understand and acknowledge that you may hold balances in assets which you will not be able to transact with.


For a list of transaction limits, please refer to the FAQs.

Order Availability

Nodeam reserve the right to suspend or restrict your ability to place orders at any time for reasons beyond our control, including, but not limited to a lack of market depth in the Asset, and/or Services/Products that you wish to transact in. Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, your inability to place any order.

Processing Delays and Cancellation

Nodeam strives to ensure that your transactions are processed as soon as practicable, there may be instances in which the processing is delayed or has to be cancelled due to a wide variety of reasons, including, but not limited to, system, technical, and operational issues. Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, any cancellation or delay in processing any order.

Custody of Digital Assets

Digital assets placed and invested in Nodeam’s Services/Products are not deposits and you acknowledge and agree that Nodeam is not holding any digital assets as your trustee.

You understand and agree that Nodeam uses a third-party custodian (“Custodian”) to facilitate the storage and transfers of your digital assets (“Custody Service”).

Nodeam will use reasonable skill in the selection, appointment, and periodic review of the Custodian.

You understand that the Custody Service may be performed by a Custodian in a jurisdiction other than where you are domiciled. 

By using the Custody Service, you authorize Nodeam to place your digital assets with a Custodian, in a segregated vault, distinct from Nodeam’s wallet/assets.

You will also convey the custodian and Nodeam, the right to move your digital assets for any valid transactional purposes, in each case without the need for any further notice to or consent from you, and consistent with provision of the Custody Service as set forth herein.

Title to any of your digital assets in custody shall at all times remain with you. Nodeam undertakes not to transfer, swap, sell, loan, stake or use your digital assets held in custody for any purpose unless specifically instructed by you, or as agreed upon in parts of this Agreement. Exceptions apply to this as represented by a valid court order, competent regulatory agency, government agency or applicable law and other events aforementioned. 

As title owner of assets, you bear all risk of loss. Nodeam and the Custodian shall have no liability for any digital asset price fluctuations. 

Nodeam, the Custodian, and a trusted third-party (independent of Nodeam or the Custodian) each controls a shard of the private key to the custody vault. Two out of 3 shards are required for any transaction to occur. You agree and undertake that while optimum efforts are made to secure these keys but there will always be a limited risk of exposure. 

You understand that your use of the Custody Service does not create a fiduciary relationship between you and Nodeam or any custodian. 

Nodeam is obliged to provide information regarding the digital assets in custody to comply with any applicable law, regulation, rule, or request by law enforcement or government agencies.

Eligible digital assets held in a custody are subject to the other provisions of these terms, unless where expressly stated otherwise. 

Nodeam retains the right to set-off any eligible digital assets in custody against any obligations you may have to us. 

You understand and acknowledge that the legal treatment of digital assets remains unsettled and may vary depending on the jurisdiction in which you reside. 

In the event that Nodeam or the Custodian becomes subject to an insolvency proceeding, your digital assets will be subject to the legal framework of either the Custodian, and/or the tripartite agreement between Nodeam, the Custodian and the trusted third party. The recovery mechanism may vary. 

Should you be part of an insolvency action, or any pertinent legal action, Nodeam and the Custodian will have a duty to comply with valid legal writs when presented. 

Suspension of Services

Nodeam may in its sole and absolute discretion, disable or suspend any or all services in any digital asset due to a variety of reasons (including, but not limited to, where there is a sudden and/or substantial movement in the market price of such digital asset).

Transactions

Error Correction: Nodeam may, in our sole and absolute discretion, reverse, cancel, modify and/or disregard any order, irrevocable order and/or transaction which, is erroneous, whether such error was caused by you, us or a third party due to technical issues, software failure or otherwise. We provide no assurance or guarantee that any such error correction attempt will be successful. Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such erroneous order, irrevocable order and/or transaction, or any attempt or failure to correct any of them. You are obliged to return all type of assets that were inaccurately transferred to your external Wallet.

Unauthorised Transactions: You are solely responsible for the control and use of your Account and any instruction sent from your Account is deemed to be authorised and is binding on you. We are not obliged to verify the identity or authority of any person using your Account and we shall be at liberty to accept and place full reliance on any instruction sent from your Account. If you notice any unauthorised or suspicious activity in your Account, you must notify us immediately, and provide us any information and documents as we may require. Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, Nodeam’s reliance on any instruction sent from your Account.

Provision of Transaction Information: As per KYT/CDD requirements, you agree to furnish and allow the storage of all documents, information and/or materials that we may require from time-to-time, requests in relation to any of your transactions.

Retention of Transaction Information: In compliance with global standards for data retention and/or for the purposes of complying with our obligations under applicable law (including but not limited to record keeping requirements), you agree to permit us to keep a record of all Account activities data and information, documents and materials relating directly or indirectly to any and all transactions for so long as we are required or permitted to do so, including after the termination of your Account. We may, and you authorise us to, use and/or disclose all such Account activities data, information, documents and materials in our sole discretion to such parties and for such purposes as indicated in our Privacy Policy.

Your Instructions and Authorisations

Instructions: You are solely responsible for accurately entering any instruction, including but not limited to all the necessary information in order to enable us to carry out any instruction. Nodeam is not obliged to verify the accuracy or completeness of any such information or instruction, or for monitoring or refusing to process duplicate 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 have no right to rescind or withdraw such instruction without our consent.

Your instruction shall not be considered as received until it has been received by Nodeam’s server. Additionally, Nodeam’s records of all instructions shall be conclusive and binding on you for all purposes.

Our Discretion: You acknowledge and agree that Nodeam may, in its sole and absolute discretion, refuse to act upon or defer acting on any instruction, or seek further information with respect to the instruction. Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, Nodeam’s refusal or delay in acting upon any instruction.

Communicating with you: You agree and understand that all communication with you will be via email or any other method that we may prescribe from time to time. We will use the email address on record for your Account as our primary means of communicating with you. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to your email address on record shall be considered valid and binding for all purposes. Any electronic communication shall be considered to be received by you: (1) within 24 hours of such communication being posted on our Website or App; or (2) immediately upon our sending of an email to you. If any email communication is returned as undeliverable, we retain the right to block your Account and access to the Services until you provide and confirm a new and valid email address.

Account Review and Acknowledgment: It is important for you to understand that it is your sole responsibility to review your transaction history and any notices or communications sent by us. If for any reason you are unable to do so, or you do not receive our notices or communications, it is your responsibility to notify us immediately.

Your Feedback: If you have any feedback, you may contact us by emailing us at contact@nodeam.com

When you contact us, you are required to provide us with your name, Account number, and any other information that we may need to identify you, your Account, and the transaction in relation to which you have feedback, questions, or complaints.

Dispute Resolution: For disagreements or disputes arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) or the provision of Services/Products, both you and Nodeam shall agree to participate in mediation and undertake to abide by the terms of any settlement reached. 

Force Majeure

Nodeam shall not be liable for any failure, delay or variation in the performance of its obligations under the Terms and Conditions if such failure, delay or variation is caused by any Force Majeure Event.

System Outage and Attacks

Nodeam and/or, engaged service providers may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the provision of our products and services.

Nodeam and/or, engaged service providers are unable to anticipate when there would be occurrences of hacks, cyber-attacks, mining attacks (including but not limited to double-spend attacks, majority mining power attacks and “selfish-mining” attacks), distributed denials of service or errors, vulnerabilities or defects on the Site, your digital assets stored in custody services, or any technology on which Nodeam relies on. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof.

Nodeam and/or, engaged service providers may not be able to detect such issues in a timely manner and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession.

Although steps are taken against malicious attacks on applications or infrastructure, which are critical for the maintenance of the Site and the provision of products and services, there can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future, and that any of such security measures will be effective. 

Nodeam does not provide any assurances or make any representations whatsoever as to the usability, stability and security of the Site.

Your Security

Account and Password Security: You should never allow remote access or share your computer screen with someone else when you are logged on to your Account. We will never, under any circumstances, ask you for your passwords, or 2FA / PIN codes or to screen share or otherwise seek to access your computer. You should never provide any such details to any third party.

Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, any access (whether authorised or not) to your email Account by any person, any breach of security of your email Account, or any transactions, instructions or operations effected by you or purported to be effected by you through your email Account.

If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or us, you must:

a) notify our support team as soon as possible by email at: support@nodeam.com

b) continue to provide accurate and up-to-date information to us throughout the duration of the security breach; and

c) take any steps that we may require to mitigate, manage, or report any security breach.

Failure to provide prompt notification to us of any security breach may be considered in our determination of the appropriate resolution of the matter.

Termination, Suspension, and Restriction

Nodeam shall have the right to, in its sole discretion, terminate, suspend, or restrict your access to your Account, as well as take any other action as we deem fit, in the event that you are not, or are no longer, eligible to use the Services/Products. 

You agree that Nodeam shall have the right in its sole and absolute discretion, without prior notice to you or any other Users, to 

a) refuse to act upon any instruction.

b) refuse to complete or block, reverse, cancel, modify and/or disregard any order, irrevocable order and/or transaction you have authorised or instructed.

c) immediately suspend, terminate, or restrict your access to your Account and/or freeze or lock the funds and/or any assets in all such accounts.

e) refuse to transmit information or Instructions to third parties, for any reason or for no reason whatsoever, including, but not limited to, where:

  1. we are required to do so by any applicable law or instructed by any regulatory body.
  2. we reasonably believe that we need to do so to protect our reputation.
  3. you have not complied with, or we reasonably suspect you of acting in breach of, any terms, conditions, or provisions in this Agreement (including, but not limited to, any and all schedule(s) and addendum(s) to this Agreement and any and all other documents, materials or information incorporated by reference herein).
  4. we detect any unusual activity in your Account.
  5. we detect any unauthorized access to your Account.
  6. we have determined or suspect that any Transaction is erroneous, unauthorised, fraudulent, or unlawful or we suspect your Account and/or the Services are being used in a fraudulent, unlawful or unauthorised manner.
  7. we have concerns about the security of your Account.
  8. we have determined or suspect that there is any occurrence of money laundering, terrorist financing, fraud, or any other financial crime, or if your activities are in breach of any sanctions related laws, regulations, orders, rules, or code of conduct.
  9. we have determined or suspect that there is any occurrence or involvement of gambling, scams, high risk business, purchase of drugs or adult material, conduct of multi-level marketing, ransomware, transaction(s) in darknet market, transaction(s) in high-risk exchanges, and/or transactions with sanctioned countries, individuals or entities or politically exposed persons.
  10. we have determined or suspect that any funds or digital assets held in your Account have been stolen or otherwise are not lawfully possessed by you.
  11. use of your Account is subject to any pending litigation, investigation, and/or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account.
  12. you take any action that may circumvent our controls such as opening multiple accounts or abusing promotions which we may offer from time to time.
  13. we have determined or suspect that you have directly or indirectly registered any Account in another person’s name without authorisation.
  14. any information that you have provided to us is untruthful, inaccurate, outdated, or incomplete.
  15. the Agreement has been amended, and you are unwilling to accept any of the terms, conditions, or provisions of the amended Agreement.
  16. you have requested that we terminate or suspend the provision of any Services/Products to you; and/or
  17. any other significant circumstance warranting it necessary to terminate or suspend your Account.

You are obligated to indemnify Nodeam pursuant to this clause. Nodeam will have the right, in its sole and absolute discretion, to control any action or proceeding and to determine whether Nodeam wishes to settle, and if so, on what terms.

Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses, damages or costs by reason of, or arising from, or as a consequence of, any such termination, suspension or restriction of access to any Account(s), or any other action taken by Nodeam in connection with your ineligibility to use the Services/Products.

No Liability for Breach

We are not liable for any breach of this Agreement (including, but not limited to, any and all schedule(s) and addendum(s) to this Agreement and any and all other documents, materials or information incorporated by reference herein) or any agreement entered into pursuant to, or in connection with, the terms of this Agreement where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite reasonable effects to the contrary, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any applicable laws.

License

Subject to your continued compliance with the express terms and conditions of this agreement, Nodeam provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the services on your computer or other internet compatible device as Nodeam may prescribe from time to time for your personal, internal use only (save that enterprise users may access and use the materials for internal business purposes). 

Unless otherwise expressly permitted in writing by Nodeam, you are not permitted to use the services for any resale or commercial use including to place orders and/or subscribe on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these terms. The content layout, formatting, and features of and access privileges for the Services/Products shall be as specified by Nodeam in its sole discretion. All rights not expressly granted under these terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services/Products in any manner that is not expressly and unambiguously authorized by these terms.

These terms provide only a limited license to access and use the Services/Products. Accordingly, you hereby agree that Nodeam transfers no ownership or intellectual property right, interest or title in and to the Services/Products or any Nodeam intellectual property to you or anyone else in connection with your use of the Services/Products. All intellectual property rights, title and interests in and to the Services/Products, including but not limited to any text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services/Products are exclusively owned, controlled, and/or licensed by Nodeam or its members, parent(s), licensors, or affiliates.

Without prejudice to the foregoing or any other rights under these Terms or at law, you further acknowledge and agree that Nodeam may use and/or disclose anonymised data, which is not in personally identifiable form, for data analytics and business improvement purposes.

Site Availability and Accuracy

The Site and any of the Services/Products may be periodically unavailable during scheduled maintenance or unscheduled downtime. Nodeam does not make any (and hereby disclaims any) representations or warranties regarding the Site and any of the Services/Products including that a User will have continuous, uninterrupted, or secure access to the Site and any of the Services/Products.

Following any such scheduled maintenance or unscheduled downtime, when services resume, market conditions and prices may differ significantly from the market conditions and prices prior to such maintenance or downtime.

Under no circumstances shall Nodeam be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such scheduled maintenance or unscheduled downtime.