Wallet Infrastructure Services:
Terms & Conditions
Table of Contents
1. Introduction
Last Updated on 18th May 2026
These Terms and Conditions (“User Terms”) will regulate the rights and obligations of the “Company” / “Liminal” and the Customer in connection with Services obtained by the Customer under the Master Service Agreement (“MSA”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the MSA. These User Terms form an integral part of the MSA.
Company/Liminal and Customer are hereinafter referred to individually as ‘Party’ and jointly as “Parties”.
2. Definition
- “API Documents” means the online API documents for the Services, accessible on login or provided on demand, as updated from time to time by the Company.
- “Applicable Laws” means the laws of the jurisdiction as mutually agreed and chosen by the Parties and specified in the MSA which shall govern any dispute, controversy, or claim arising out or in connection with these User Terms or the MSA, including any question regarding its existence, validity, or termination.
- “Arbitration Rules” means the applicable rules, procedures and administrative framework (as in force on the date of the commencement of the arbitration) governing the conduct of an arbitration administered by an arbitration institute as mutually agreed and chosen by the Parties and specified in the MSA.
- “Arbitral Venue” means the seat and venue of arbitration as mutually agreed and chosen by the Parties and specified in the MSA.
- “Authorized personnel" refers to the individuals who are designated or authorized by the Customer to use the Service provided herein and shall include all employees, directors, advisors or consultants so designated or authorised by the Customer.
- “Customers” means an individual or entity who shall use the Software and Services as provided by the Company and has signed an MSA with the Company in this regard.
- “Confidential Information” shall mean all information and materials of any nature whatsoever, whether commercial, financial, technical or otherwise, disclosed or made available by Company (“Disclosing Party”) to the Customer, directly or indirectly, in any manner whatsoever, irrespective of form or medium, including but not limited to oral, written, electronic, digital, visual or any other form, whether or not marked or identified as confidential.
- “Documentation” shall mean the document made available to the Customer, and authorized users by the Company regarding the Software, which sets out a description of the Services and the user instructions for the Services.
- “Digital Assets“ shall mean all the Customer digital assets and/or tokens as defined under relevant applicable law, owned by the Customer or its authorized users.
- “Software” shall mean proprietary digital asset wallet infrastructure platform provided as part of the Services by the Company including all related technology, tools, systems, features, functionalities, user interfaces, application programming interfaces (APIs), API Documents, documentation, and any associated updates, upgrades, or modifications. This includes, without limitation, the platform branded as ‘Liminal’, together with all associated intellectual property, trademarks, trade names, and proprietary rights, which are developed and owned exclusively by First Answer Pte Ltd. (“FAPL”), the parent entity of the Company.
- “Order Form” means the documents for placing an order according to the MSA that are entered into between the Company and the Customer from time to time, including addendums and supplements thereto.
- “Prohibited Person” means (a) any individual not 18 years old as required by applicable law or entity subject to any sanctions administered or enforced by the relevant jurisdictions; and (b) any individual or entity located, organized, or resident in countries covered under FATF black list including but not limited to Cuba, Iran, North Korea, Syria or the Crimea Region of Ukraine, or owned or controlled by any individual, entity or government in those countries.
3. Services and Customer account
- The Customer’s use of any of the Services is governed by the MSA and these User Terms. Additional services such as staking and node may be agreed upon between the Customer and the Company by way of executing a separate agreement.
- As part of the Service, for a setup of each ‘Liminal Vault’ (as referred to in the relevant Company documentation), the Customer must perform sanity testing to the Service by receiving a digital asset to a ‘Liminal Vault’ and executing a transaction from the relevant ‘Liminal Vault’. Each such deposit or withdrawal shall be a “Transaction”.
- Access to Services: Subject to the MSA and these User Terms, the Customer acknowledges that the Company hereby grants to Customer a limited, non-exclusive, non-transferable right to use the Software provided by the Company as part of the Services. The Company may modify the Services provided that such modifications do not materially diminish the functionality of the Services. The Customer will prevent unauthorized access to, or use of, the Services and will notify the Company promptly of any such access or use of the Services. It is understood and accepted by the Customer that the Company holds no ownership rights or the custody of the Digital Assets contained in the Vault or Account.
- Access to Account: Customer acknowledges that the Customer will be solely responsible to keep the Account login details secure at all times. Unauthorised access or use of the Customer Account or the Services must be immediately reported to the Company. It is hereby clarified that the Company will not be responsible or liable in any way in any instance of unauthorised access or use of the Service by the Customer’s Authorised Personnel, or any other third party using the Customer’s Account to access to the Service.
- Supported Tokens: The Customer must not use the Service with non-supported tokens unless otherwise notified by the Company. This means, in particular and without limitation, that the Customer shall not attempt to receive, request, send, store, or engage in any other type of transaction involving any other token other than the supported tokens. Company shall have no responsibility or liability if Customer loses, burns, or otherwise cannot access or control any token that the Company does not support.
- Supported Usage: The Customer acknowledges that the Service does not operate as an archive or file storage service. Company shall not be responsible for loss of any file, asset or access if the Services are used for any purpose other than for self-custody of Supported Tokens. The Customer is solely responsible for the backup of Customer Data and the Customer alone can implement backup plans and safeguards appropriate for its requirements.
- Updates and Upgrades: The Company may provide updates or upgrades to the Service. The Customer is responsible for installing necessary updates and upgrades for optimal use of the Service. The Company will not be responsible for any use of the Service, to the extent the device used was compromised, or not updated or duly configured, and will bear no liability for any damage caused due to the inability to use the Service or for any Transaction not executed properly as a result. Furthermore, for certain updates (at the Company's sole discretion), due to security issues, the Company may deny access to non-updated devices.
4. KYC/KYB
- Customers shall not access the Services without providing all such information as Company may require, in its sole discretion, to comply with all Applicable Laws and regulations, including its AML/KYC requirements as per Company’s internal policies. The Company may, in its sole discretion, reject any application and decline to open an Account with any Customer if the Customer has not shared the requisite information.
- Customer agrees to provide accurate, current, and complete information about itself as prompted by the registration process or as requested by the Company, and to keep such information updated. Customer authorises the Company and its affiliates to validate and verify your identity using third-party service providers.
- The Customer understands and acknowledges that submitting false information, or failure to timely update the Company with respect to material changes to Customer’s information, may expose the Company to certain cost and liability.
5. Third-Party Services
In connection with Customer’s use of the Services, Customer may be offered Third-Party Services by third-party providers, but Company’s inclusion of those services does not imply sponsorship, endorsement, approval, investigation, verification, certification, or monitoring of those services by the Company. Customer’s use of the Third-Party Services and any exchange of data between Customer and any third-party who is not privity to these User Terms is solely between the Customer and the third-party service provider. The Company does not warrant Third-Party Services in any way. Use of Third-Party Services is at Customer’s own risk, and Customer is subject to the terms and conditions of the entity providing Third-Party Services which may differ from these User Terms. Under no circumstances will the Company have any liability for Third-Party Services.
6. Transaction liability
The Customer shall be responsible for verifying all transaction information and assumes liability for any Transactions made through its Account using the Services.
7. Suspension of Services and acceleration
The Company reserves its right to suspend the Services to the Customer with or without notice at its sole discretion if : (a) any amount owed by the Customer under the MSA, or any other agreement for the Services including the SLA remains overdue by thirty (30) days or more, (b) actual or suspected violation of these User Terms or the MSA, (c) violation of AML laws or other applicable laws by the Customer. The Company may also suspend the Services to the Customer to comply with an order of a competent court or government authority or in cases of suspected violation of AML laws and policy or any other applicable laws. Additionally, the Company may accelerate all unpaid Fee obligations making them immediately due and payable.
8. Restrictions on Transactions
Company reserves the right to refuse to process or to cancel any pending Transaction as required by law or in response to a notice, court order, or other binding government order or to enforce transaction, threshold, and condition limits or if Company reasonably believes that the Transaction may be a suspicious transaction, violate or facilitate the violation of applicable law, regulation or applicable rule of a governmental authority or self-regulatory organisation. It is clarified that the Company cannot reverse a Transaction which has been broadcasted to a blockchain network.
9. Government authorities and legal proceedings
The Company may initiate and carry out an investigation into any matter related to these User Terms or the Customer’s use of Services. The Company may disclose any information and documents received regarding any Customer, its Account and its use of the Services to any governmental authority to the extent required by Applicable Laws; and in connection with any legitimate investigation, request, inquiry or proceeding by any governmental authority or court acting within the scope of its jurisdiction. The Company may suspend the Services or freeze Customer’s Account to comply with an order passed by a competent court or government authority.
10. Tax and other charges
The Customer is responsible for payment of all applicable taxes, duties, and similar charges, except for the Company’s income taxes. The Customer agrees to hold harmless the Company from all claims and liability arising from the Customer’s failure to report or pay such taxes, duties, or other governmental charges.
11. Term and Termination
Immediate Termination: Company may: (a) suspend or restrict Customer’s
access to the Services, and/or (b) deactivate, terminate or cancel Customer’s Account, immediately, if:
- Company is so required by a court order or direction of a government authority;
- Company reasonably suspects Customer of using Customer’s Account in connection with a prohibited use or prohibited business;
- Company perceives a risk of legal or regulatory non-compliance associated with Customer’s Account activity;
- Company service partners are unable to support the Customer’s use; or
- Customer breaches or violates the terms of these User Terms, the MSA, SLA or any other Company’s policy applicable to the Customer.
b. Termination by Company without cause: Company may terminate the Services without any cause by providing written notice of 30 days to the Customer.
c. Termination by Either Party: Either Party may terminate the MSA on written notice if: (a) all or substantially all of the assets of the other Party are transferred to an assignee for the benefit of creditors; (b) a proceeding is commenced by or against the other Party for relief under bankruptcy or similar laws and such proceeding is not dismissed within thirty (30) days; or (c) the other Party is adjudged bankrupt or insolvent.
d. Discontinuation Package Services. In the event that the MSA is set to expire or to be terminated, the Customer shall move its Digital Assets and take any other action related to its Account before the date of such expiration or termination. If Customer needs assistance to move its Digital Assets to other wallets of the Customer, then it shall intimate the Company before the date of expiration or termination and the Discontinuation Package Services shall apply to the Customer in order to facilitate moving out the Digital Assets. The Discontinuation Package Services would include the following:
- Transition support services after the discontinuation of Services.
- Any assistance reasonably requested to facilitate the transfer the Digital Assets to any other wallets of the Customer, including a migration tool needed to facilitate the transfer of Digital Assets, provided, that Customer shall pay the Company the Discontinuation Package Service Fee (as determined in the Order Form), reimburse the Company for all reasonable costs and expenses incurred by the Company during such transition period in connection with any such assistance.
- This fee shall be paid by the Customer until such month after the expiry/termination/non renewal of the MSA till the assistance is required by the Customer from the Company for the transfer of their Digital Assets after the termination /expiry/ non renewal of the MSA.
12. Intellectual Property
- FAPL shall retain all rights, title, and interest in and to the Software, platform, APIs, API Documents, and any intellectual property developed or used by FAPL in connection with the Services, including all related documentation, enhancements, and modifications (collectively, the “Liminal IP”). The Company, as a subsidiary of FAPL, utilizes the Liminal IP solely to deliver the Services to the Customer. The Company has the right to distribute and commercially exploit the Software developed and owned by its parent entity FAPL. The Company is the authorized legal licensee and distributor of FAPL’s Software and its related services to its Customer. Nothing in these User Terms, the MSA, or any SLA shall be construed to grant the Customer any rights, title, interest, license, or other entitlement to the Liminal IP except as specifically provided under the MSA or these User Terms. The Customer shall not reverse engineer, decompile, disassemble, reproduce, modify, distribute, or create derivative works of the Liminal IP, or any part thereof. Customer feedback may be shared with and used by FAPL without obligation or compensation. Any suspected infringement of Liminal IP should be reported to the Company and the Customer shall extend reasonable support in protection and enforcement of Liminal IP against any such infringement.
- The Customer shall not use or display Liminal IP including trademark without Company’s prior written consent. If the Customer provides any comments, suggestions, or recommendations to the Company regarding the Services (collectively, “Feedback”), the Customer as a result of this grant the Company and its affiliates a universe-wide, royalty-free, irrevocable, perpetual license (with the right to grant and authorise sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, publicly perform, and otherwise exploit such Feedback without restriction, including in connection with the Services and any updates, extensions, or successive versions of the Services.
13. Customer Data
While using the Service, the Customer may provide, upload, import, transmit, post or make data accessible to the Company. The Customer hereby grants the Company a royalty-free, fully-paid, irrevocable, non-exclusive licence to use, process, share with third parties, display, copy and store the Customer Data for Service provision, administration and improvement, and to collect and analyse anonymous information. “Customer Data” means raw data provided by the Customer and/or its Authorised Personnel and users on their behalf to the Company for and in connection with using the Service.
14. Ownership and Responsibility of Customer Data
The Customer hereby acknowledges that the Customer owns all rights, title and interest in and to the Customer Data and is responsible for its reliability, integrity, accuracy, and quality. Customer represents and warrants that it owns or has obtained the rights to all of the rights subsisting in the Customer Data and Customer has the right to provide Company the licence granted herein to use such Customer Data. To the extent Customer Data includes any personally identifiable information or personal data, the Customer must comply with applicable privacy laws and regulations to allow the Company to receive, process and use the Customer Data solely to perform the Services hereunder.
15. Confidentiality
- Each Party (the “Receiving Party”) acknowledges that it may receive Confidential Information of the other Party (the “Disclosing Party”). The Receiving Party agrees to hold the Confidential Information in strict confidence and to use it only to perform its obligations under these User Terms, the MSA, or any SLA. The Receiving Party shall not disclose the Confidential Information to any third party, except third party service providers used in connection with providing the Services, without the prior written consent of the Receiving Party.
- The obligations outlined in this clause shall not apply to any information that: (a) is or becomes generally available to the public without breach of this MSA by the Receiving Party; (b) is rightfully received by the Receiving Party from a third party without any obligation of confidentiality; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, a competent court’s or law enforcement agency’s order, or other legal process. Provided that, in the event the Customer is required to disclose Confidential Information pursuant to (d) above, Customer will, to the extent legally permissible, promptly notify the Company of the same and cooperate fully with the Company regarding the timing and content of such disclosure and any action which the Company may wish to take to minimize the required disclosure or challenge the validity of such requirement.
- Receiving Party may disclose information to the Authorized Personnel bound by confidentiality obligations. Upon termination, the Receiving Party shall return or destroy all Confidential Information. The provisions of this clause shall survive the termination or expiration of MSA or five (5) years. The Receiving Party may disclose Confidential Information to its Authorized Personnel on a need to know basis. Upon termination or expiration of these User Terms, the Customer shall promptly return or destroy all Confidential Information.
16. Disclaimers
- The Customer acknowledges that using Digital Assets, their networks, and protocols involves serious risks. The Customer is responsible for learning about all the risks involved with Digital Assets, their protocols, and networks, as these risks are numerous. Even if the Company alerts the Customer to some of the risks involved with Digital Assets, their protocols, and networks, the Company has no responsibility to alert the Customer to all these risks. The Company has no control over and makes no representations regarding the value of Digital Assets.
- Digital Assets are not legal tender and are not backed by the government. Any changes to the legal and regulatory framework, or actions at the state, federal, or international level, may adversely affect the use, transfer, exchange, and value of Digital Assets.
- Liminal shall not provide, and the Customer shall not be entitled to, any interest, yield, reward, or other form of return in connection with the storage or holding of Digital Assets through the Services.
- Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
- The nature of Digital Assets may lead to an increased risk of loss due to fraud or cyber-attacks.
- The nature of Digital Assets means that any downtime incidents experienced by the Company may prevent the access or use of a Customer’s Digital Assets.
- YOU ACKNOWLEDGE AND ACCEPT THE RISKS OF HOLDING AND INVESTING IN DIGITAL ASSETS AND AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY LOSS OF VALUE YOU MAY EXPERIENCE AS A RESULT OF CHOOSING TO ACCESS ANY OF THE COMPANY’S SERVICES.
17. Representations and Warranties
- Customer's use of Services is subject to successful KYC/KYB checks. Services are provided "as is" without warranties, and the Company is not responsible for any third-party software.
- THE CUSTOMER ACKNOWLEDGES THAT THE COMPANY DOES NOT WARRANT OR PROVIDE ANY CONDITIONS THAT THE SERVICES AND/OR THE API DOCUMENTS WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS. COMPANY CANNOT WARRANT AND DOES NOT WARRANT THAT THE CONTENT AVAILABLE ON THE WEBSITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. COMPANY RESERVES THE RIGHT TO MAKE CHANGES IN OR TO THE CONTENT, OR ANY PART THEREOF WITHOUT THE REQUIREMENT OF GIVING THE CUSTOMER ANY NOTICE BEFORE OR AFTER MAKING SUCH CHANGES TO THE CONTENT. NOTWITHSTANDING ANY OF THE FOREGOING, IF THE SERVICE DOES NOT ACCOMPLISH A TRANSACTION OR ANY OTHER ERROR THAT MAY HAPPEN COMPANY IS NOT RESPONSIBLE FOR ANY CLAIM, LIABILITY, EXPENSES, LOSSES, COSTS, AND/OR CLAIMS.
- The Customer understands and warrants to promptly notify the Company of any security breach and cooperate in investigating such breach, including unauthorised access or use of the Service. Customer shall cooperate in good faith with the Company in the investigation of any suspected security breach in relation to the Services, including any unauthorised access or use of the Services. Customer shall also assist the Company in fulfilling its compliances under applicable law that may arise as a result of any such security breach.
- Customer is not, and shall not become during the term of MSA, a Prohibited Person. Moreover, the Customer shall not transact on, or otherwise interact with, the Company’s Services on behalf of or for the financial benefit of a Prohibited Person. Customer further represents that it is not owned or controlled by any Prohibited Person.
- The Customer is solely responsible for monitoring all transactions executed through the Wallet Infrastructure products and for reporting relevant transactions to the authorities, if required. Customer further acknowledge that Liminal and their Affiliates may be required to report transactions that raise suspicions of AML or CFT violations.
- Customer Responsibilities:-
- The Customer must comply with all policies, procedures, and guidelines communicated or made available by the Company from time to time (either by an email communication or by making it available on the website) in connection with the lawful use of the Services, including those relating to data accuracy, security, privacy policy and the platform terms of use available on FAPL’s website https://www.liminalcustody.com/. The Customer is also responsible for ensuring that its use of the Services complies with all applicable laws and regulations, including but not limited to anti-money laundering (AML), countering the financing of terrorism (CFT), the Travel Rule, and any other regulatory obligations applicable to its business or jurisdiction. Such policies and procedures, as updated from time to time, are binding.
- Customer shall not: (a) make the Services available to anyone other than its Authorised Personnels; (b) sublicense, re-sell, rent or lease the Services; (c) shall not use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) shall not use the Services to store or transmit malicious code; (e) shall not interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (f) shall not attempt to gain unauthorised access to the Services or their related systems or networks. Customer shall, solely at its own cost, employ experienced persons who are knowledgeable concerning the functions and advantages of the Services.
- The Customer represents and warrants that its business shall at all times be conducted in accordance with all applicable laws and regulations, and that all licences, permits, and authorisations required for the conduct of its business and the use of the Services shall be obtained and maintained for the duration of this Agreement.
- Customer shall be solely responsible for any and all actions or omissions of its Authorised Personnel in connection with their access to the Services and compliance with these User Terms, the MSA, or any SLA. The Customer warrants and represents that it has implemented, and shall maintain, appropriate policies and controls to ensure that it can monitor and supervise access to Services and other activities of its Authorised Personnel. The Customer shall maintain a record of all of its current and historic Authorised Personnel and Company may request, after reasonable notice, information relating to the identity, suitability and authorisation of all such Authorised Personnel. Customer shall not unreasonably withhold such information to the extent available with the Customer. The Customer may change the Authorised Personnel by providing written notice via email to the Company.
- Furthermore, the Customer acknowledges and agrees that acceptance of any Digital Assets held in the self custody wallets offered by the Company are solely the Customer’s responsibility. The Company shall not be liable for any loss, damage, or unauthorised access to these tokens or assets or the change in control of the self custody wallets itself. The Customer shall take necessary measures to ensure the security and proper management of their tokens and assets.
- The Customer is solely responsible for maintaining insurance policies for its Digital Assets and/or its products, services and operations.
- The Customer shall provide any data requested by the Company, in relation to the Services availed by the Customer, to the Company within a reasonable period. The Customer agrees that the Company cannot perform its obligations in the absence of timely receipt of data. As such, the failure to provide data promptly may result in a breach of contract and the Company cannot be held liable for nonperformance.
- Customer acknowledges that using digital assets and blockchain-based solutions, networks and protocols may involve serious risks. Customers must learn about all these risks. For example, the value of digital assets can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. As another example, a bitcoin transaction may be unconfirmed for some time (usually less than one hour, but up to one day or longer) and never complete if it remains in a pending state. Even if the Company alerts the Customer to some of the risks involved with digital assets, their protocols, and networks, the Company has no responsibility to alert the Customer of all these risks. The Company has no control over and makes no representations regarding the value of digital assets, or the security of their networks or protocols. The Company does not own or control the underlying software protocols which govern the operation of digital currencies. Digital asset protocols are subject to changes in protocol rules (referred to as “forks”), and such forks may materially affect the value, function, or name of the digital asset which is beyond the Company’s control.
- Customer acknowledges and agrees (i) that the Company is not responsible for the operation of the underlying digital asset protocols and the Company makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs, the Company may temporarily suspend the Service relating to the digital asset affected, and the Company may configure or reconfigure its services or decide not to support the forked protocol entirely, but allow Customer to transfer the affected digital asset.
18. Technical Specifications relating to Services
- The Company uses Gnosis Safe for creating multi-signature wallets for Ethereum and selected Ethereum Virtual Machine (EVM) chains. Gnosis Safe is a reputed, well- established, industry-accepted and widely used smart contract solution for creating multi- signature wallets. Similarly, the Company may use any other reputed, well-established and industry-accepted third-party software for creating multi-signature wallets for other blockchains. These multi-signature wallets are smart contracts deployed on Ethereum and other blockchains and like any other smart contract, they are susceptible to getting hacked or being exposed to other vulnerabilities which are beyond the control of the Company. In such a scenario, there is a possibility that the Digital Assets managed by these smart contracts may get lost permanently and the Customer may not be able to access these Digital Assets resulting in a total loss. Customer understands that the Company shall not be liable for these losses as this is beyond the control of the Company. Customer understands this risk and expressly acknowledges that Customer cannot and will not hold the Company responsible for any such events and losses.
- The Company uses Blockdaemon and other reputable third-party software to create Multi-Party Computation (MPC) wallets. MPC wallets use cryptographic technology to secure assets by distributing key management across multiple parties. While generally considered secure, they may be vulnerable to risks beyond the Company’s control, such as cryptographic weaknesses or infrastructure issues. When these wallets interact with blockchain smart contracts, they may be exposed to vulnerabilities, including hacking. The Customer acknowledges and understands that such events may result in the permanent loss of Digital Assets, and the Company cannot be held liable for these losses as they are beyond the Company's control.
- As per the designed architecture, digital assets wallets will be multisig and/or MPC wallets where the Customer will control the majority of the Customer keys and one key will be operated by the Company. This key will be used to enforce policies defined by the Customer. Customer understands that the Company will never be able to initiate Transactions or spend Digital Assets from these wallets as the majority of the keys will always be under the Customer’s control.
19. Key Shards and Seed phrases
- To access and use the Service, each of the Customer's Authorised Personnel and users must have a unique set of key shards or seed phrases, which will be used to recover the Private Key if the device or the Service's application is damaged, stolen, or otherwise inaccessible. Customer acknowledges that only Customer can use the Private Key, Key shards and the Seed Phrases (collectively, “Customer’s Keys”). The Customer is solely responsible for the backup and memorization of Customer’s Keys, will prevent unauthorised access to or use of Customer’s Keys and will promptly inform the Company about any such access or use. Loss of these may result in permanent loss of control over Digital Assets. The Company cannot assist in their retrieval. The specific number and distribution of key shards required for recovery will depend on the specific Multi-Party Computation (“MPC”) or multi-signature scheme the Customer uses.
- The Customer is solely responsible for any consequences, losses, expenses, costs, and claims that may result from any incorrect, neglected or unauthorised access or use of the Customers Keys. The Company shall assume no responsibility for any loss or damage that may be incurred due to the failed recovery of the wallet or not recording the Customer Keys, loss of data, the erroneous transmission of crypto assets / Digital Assets, loss of Customer Keys, and hacking or any attack by third parties. Customer shall implement appropriate technical, organisational, and security measures to make sure that only Customer’s authorised users have access to their individual Customer Keys.
20. Gas Fees
- For ease of operation, in some cases, the Company will pay the blockchain network fees (“Gas fee”) incurred for processing transactions and deploying smart contracts and the Customer agrees to the same. In such cases, periodically, the Company will raise an invoice to the Customer for reimbursement of all transaction costs incurred by the Company on behalf of the Customer. The invoices will be raised and settled in the native digital asset. The Company will only invoice the Customer for the actual cost incurred. The Company will not charge any markup on the same.
- Gas Station Wallets: To ensure seamless payment of Gas fees applicable to the transactions executed by the Customer, the Company requires access to a wallet configured to be used only for paying the required Gas fee (“Gas Station wallets”). The Customer will refill these wallets with a minimum amount of native digital assets necessary to pay the Gas fees. These wallets are automated and configured by the Customer in a way that no transfer or withdrawal can be made from these wallets except for the payment of Gas fee. Gas fee will be paid through these wallets only when the Customer initiates a Transaction. Further, the Customer agrees that the Company or any of its officers, employees, directors, or agents shall not be held liable for any loss of Digital Assets belonging to these Gas Station Wallets due to any reason whatsoever.
21. Indemnification
Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnitees”), from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:
- Any breach of representations, warranties, obligations, covenants made by the Customer or any other provision of the MSA or these User Terms;
- Any act of gross negligence, willful misconduct, or fraud committed by the Customer or its representatives;
- Any violation of applicable laws or regulations by the Customer in relation to the Services provided;
- Any third-party claims arising from the actions or omissions of the Customer;
- Any unauthorized use or infringement of the Liminal IP by the Customer or its Authorised Personnel.
22. Limitation of Liability.
- Without prejudice to the generality of the preceding, to the extent permitted by law, the Company (including its affiliates) shall not be liable for any remote, indirect, incidental, special, punitive or consequential loss or damages or any loss of revenue, reputation, profits, data or data use. Notwithstanding anything contained elsewhere, the Company’s (including its affiliates’) liability under these User Terms, the MSA, or otherwise in connection with the Services shall be limited to the fees paid by the Customer within the preceding 12 months.
- Notwithstanding anything herein contained to the contrary, the Customer understands and acknowledges that the Company is required to have access to one key/shard to provide seamless execution of transactions. The Company (and its officers, affiliates, employees, directors, or agents) assumes no liability or responsibility to anyone for any loss of Digital Assets held in these wallets due to any reason whatsoever to the extent such liability does not result from compromise or breach of the key/key shard operated by the Company (including its affiliates) owing to its failure to maintain reasonable cyber security standards as mandated under applicable law. The Company shall not be held liable for any damages whatsoever in respect of the Services provided under these User Terms or the MSA, provided such loss of funds or such damages are not caused due to compromise or breach of the key/key shard operated by the Company (including its affiliates) owing to failure to maintain reasonable cyber security standards as mandated under applicable law.
23. Governing Law and Dispute Resolution
- These User Terms and the MSA shall be governed by and construed in accordance with the choice of Applicable Laws made by the Parties.
- Any dispute, controversy, or claim arising out or in connection with these User Terms or the MSA, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by means of an institutional arbitration as agreed between the Parties in the MSA. The arbitration shall be administered in accordance with the Arbitration Rules, which are deemed to be incorporated by reference into this clause.
- The arbitration shall be conducted by a sole arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall be independent, impartial, and possess expertise in commercial matters related to security and Digital Assets.
- The seat and venue of arbitration shall be the Arbitral Venue and the language of the arbitration proceedings shall be English. The arbitration award shall be rendered in writing and shall be final and binding upon the Parties and shall be enforceable in accordance with its terms. The arbitrator shall have the authority to award damages, injunctive relief, specific performance, or any other remedies available under applicable laws, subject to the limitations outlined in these User Terms. The arbitral award passed vide arbitration shall be final and binding on the parties and shall be enforceable in accordance with its terms. The parties agree to be bound thereby and to act accordingly. Either Party may appeal this arbitral award to the courts of competent jurisdiction and as may be mutually agreed by the Parties in the MSA..
- The arbitration proceedings and any related documents, evidence, or awards shall be treated as confidential by the Customer and shall not be disclosed to any third parties, except as required by law or with the express written consent of the Company.
24. Entire Agreement
These User Terms are integral part of the MSA entered into by the Parties, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements, whether oral or written. In the event of a conflict between these User Terms and the MSA, the MSA shall prevail.
25. Specific Performance
Notwithstanding anything provided elsewhere, and without prejudice to any and all other rights and remedies, the Company shall have, right to seek injunctive relief, specific performance, or other equitable relief (including damages and indemnity) without bond or other security for the enforcement of any of the provisions of these User Terms, the MSA, or any other agreement in connection with the Services including the SLA. No proof of special damages shall be necessary for the enforcement of any of such provisions.
26. Survival
All provisions of these User Terms or the MSA which by their nature extend beyond the expiration or termination of the MSA, including, without limitation, sections on suspension or termination, account cancellation, confidentiality, intellectual property rights, indemnity, debts owed to Company, general use of the Company website, disputes with Company, and general provisions, shall survive the termination or expiration of the MSA.
27. Amendment and Waiver
Failure by Company to enforce any covenant or obligation in connection with the Services shall not be deemed a waiver of future enforcement of that or any other provision. The Company reserves its rights to modify and update these User Terms at its own discretion. The Company shall intimate, to the extent commercially feasible, the Customer about any modifications made in the User Terms which adversely affect the Customer. Any modifications made in the User Terms shall be effective once the updated User Terms are uploaded on the website of the Company. The amended User Terms shall be deemed to be accepted by the Customer if the Customer continues to use the Services beyond fourteen (14) days from the date when amended User Terms were amended by the Company.
28. Severability
If any term of these User Terms or the MSA is declared by any jurisdictional court or tribunal to be illegal or unenforceable, it will not affect the validity or enforceability of the other terms or provisions, unless the terms and provisions declared illegal or unenforceable are in the nature of a condition precedent, or the essence of these User Terms, or the MSA, or comprises an integral part of, and inseparable from the remainder of these User Terms, or the MSA, as applicable. In such an event, Parties shall take all necessary action and shall execute any other documents required to suitably modify the illegal/unenforceable provision and facilitate the attainment of objectives of these User Terms or MSA.
29. Headings
The titles to the paragraphs of these User Terms are solely for the convenience of the Parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of these User Terms.
30. Further Assurance
The Customer shall promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, that may be reasonably deemed necessary or desirable to implement and in obtaining the full benefits of Services.
31. Miscellaneous
- Sub-contracting: The Company may, at its sole discretion, subcontract or engage any third-party service provider for the provision of the Services pursuant to these User Terms and/or the SLA, without any notice to the Customer.
- Assignment: The provisions of the MSA and these User Terms shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors, and administrators of the Parties hereto. All rights, privileges, or obligations set forth in, arising under, or created by the MSA may be assigned or transferred by the Company by providing a written notice of such assignment to the Customer.
- Relationship between the Parties: These User Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, or agency relationship between the Parties.
- Force Majeure: Company shall not be liable for delays, suspension of operations, whether temporary or permanent, failure in performance, or interruption of Services which result directly or indirectly from any cause or condition beyond the reasonable control of Company, including but not limited to, any delay or failure due to any act of God, natural disasters, act of civil or military authorities, act of terrorists, including but not limited to cyber-related terrorist acts, hacking, government restrictions, any law or any action taken by a regulatory or governmental authority, exchange or market rulings, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, interruption or congestion in the blockchain networks, other catastrophe or any other occurrence which is beyond the reasonable control of Company and shall not affect the validity and enforceability of any remaining provisions. If the Force Majeure event continues for more than 15 days, the Company shall have the right to terminate the MSA in writing.
- Non-Waiver of Rights: These User Terms shall not be construed to waive rights that cannot be waived under applicable laws in the jurisdiction where the Customer is located.
- The MSA may be executed in one (1) or more parts, each of which when so executed and delivered shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute the MSA by signing any one or more originals or counterparts by facsimile transmission or e-mail in “portable document format” (“.pdf”).
Document Attributes
| Title | Terms and Conditions |
| Function | Legal |
| Classification | Internal |
| Current Version | 3.0 |
| Review cycle | Annual |
Distribution List
| S. No | Distribution for |
|---|---|
| 1 | All employees of the group |
| 2 | Publishing on website |
| VERSION | Version 3.0 June 2024 | SIGNATURE |
|---|---|---|
| PREPARED BY | Anagh Tiwari (AVP-Legal) | |
| REVIEWED BY | Manan Vora (Sr. VP- Strategy & Business Operations) | |
| APPROVED BY | Mahendrakumar Gupta (Director & Founder First Answer Pte Ltd) |