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service terms

Service Terms

GENERAL TERMS & CONDITIONS
Version. 20250423v1.0

This General Terms and Conditions (“Terms”), the Specific Terms and Conditions (“STC”) and the Order Form (collectively the “Purchase”) are collectively deemed as part of the terms and conditions to govern the contractual relationship between you and CHAINUP. It shall be effective between you and CHAINUP from the Effective Date stated in the Order Form. This Terms does not require any signing and/or execution.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings: 

“Assets” means digital assets, tokens or cryptocurrencies owned by you which are kept, received or deposited and custodised with CHAINUP, if any; 

“business  day” means a day (except Saturday, Sunday, public holidays and unscheduled holidays) on which banks and financial institutions are open for business in Singapore;

“CHAINUP” refers to CHAINUP PTE. LTD.; 

“Contract Term” refers to the ‘Contract Term’ indicated in the Order Form;

“day”, “week”, “month”, “year” refers to that day, week, month, year in accordance with the Gregorian calendar (any “daily”, “weekly”, “monthly”, “yearly”, “annually” shall also be construed accordingly);

“Effective Date” refers to the “Effective Date” defined in the Order Form;

“Order Form” refers to a document known as “Order Form” entered and executed by you and CHAINUP, which consist all material terms and specifica0ons of the service and/or product that you purchased from CHAINUP;

“Party”, “Parties” refers to you and/or CHAINUP, collectively and/or respectively;

“Payment Term” refers to the “Payment Terms” agreed by the Parties in the Order Form;

“price” refers to the price, fee, payment and/or whatsoever consideration agreed in the Order Form;

“Quote Date” refers to the ‘Quote Date’ indicated in the Order Form;

“Quote Expiration Date” refers to the ‘Quote Expiration Date’ indicated in the Order Form;

“Sanctions” any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i)United States government; (ii) United Nations; (iii) European Union; (iv) United Kingdom;“Service” refers to the service (and/or any associated service under the product) purchased by you in accordance to the Order Form, if any;

“Service Level Agreement” refers to CHAINUP’s service level agreement which can be found at
https://www.chainup.com/service-terms;

“Specific Terms and Condition” refers to the Specific Terms and Condition for specific service and/or product
purchased by you that can be found at https://www.chainup.com/serviceterms;

“Product” refers to the product and/or platform, software or system (and its  specification) purchased by you in accordance to the Order Form, if any

2. This Terms is to be read and interpreted together with respective relevant Specific Terms and Conditions and your Order Form.
3. In this Terms, references to “you” or “your” are collectively refers to the signing party to an Order Form with CHAINUP.
4. Words importing singular include plural and vice versa, words importing any gender include every gender, words impor0ng persons include bodies corporate and unincorporate and references to time shall mean Singapore time.
5. References to Clauses and other provisions herein and terms defined herein shall have the same meanings where used throughout your Purchase.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of Order Form and/or the last update of this Terms and shall include all subordinate legislation made as at the date of Order Form and/or the last update of this Terms under that statute or statutory provision.
7. A reference to writing or written excludes fax but not email.
8. This Terms may be amended and/or updated from 0me to 0me and will be posted on CHAINUP’s website. Your continue access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute your agreement and consent to all of the relevant changes.
9. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the Specific Terms and Conditions.
10. CHAINUP reserves all rights not expressly granted under your Purchase.
11. Any ambiguity, conflict or inconsistency between the documents comprising the Purchase shall be resolved in the following order of precedence: Order Form, STC and Terms.
12. In the event that the Order Form or the STC do not contain specific provisions governing the subject matter herein, the terms and condi0ons set forth in this General Terms and Conditions shall govern and control.

Service, Product and Payment
forth and agreed in the Order Form.
14. You shall pay the price, fee and/or whatsoever payment to CHAINUP’s bank account or designated wallet address within the payment term as agreed in the Order Form.
15. Subject to CHAINUP’s prior written consent, you may make payment in other digital currency. The quantity of such digital currency payment shall be negotiated with reference to the price in Huobi (https://www.huobi.com) market on the day of such payment made or otherwise mutually agreed by both Parties.
16. This Terms is effective upon Effective Date until the end of services or the termination of your Purchase, whichever is earlier. Followed by end of services, your Purchase shall be deemed as auto-renewed for a Contract Term and such renewal shall continue one after another without any interval if:
16.1 you continue to operate, transact, deal, or howsoever use the service and/or product after the end of services, including but not limited to, continue to custodise your Assets with CHAINUP, continue to operate the service and/or product; or
16.2 you continue to make payment for service and/or product after the end of services.

17. Upon renewal of your Purchase (if any), CHAINUP is entitled to adjust any price, fee, payment or consideration. The first day of such auto renewal is to be treated as Effective Date of such auto renewal. CHAINUP reserves the right to decline any auto renewal upon written notification to you.
18. In the event you request for any additional service and/or product which is not stated under the Order Form, CHAINUP is entitled to charge you additional payment at its discretion.
19. You hereby acknowledge and agree that CHAINUP is only a technology service provider and all such payment made by you to CHAINUP are in the nature of technical service fee.
20. Any price, fee or payment does not include any duties or tax, including but not limited to any withholding taxes, shipping taxes, custom duties, import taxes, value added tax and/or goods and services tax. The applicable taxes are those in force at the time of the invoicing and you shall be responsible for all such duties and taxes.

21. Parties further acknowledge and agree to the following, you shall fully bear:
21.1 all fees, costs, expenses and whatsoever payment arising from the operation of Service;
21.2 any third party service fee such as domain, SSL, KYC, service fee of SMS, email or whatsoever communication, if any; and
22. CHAINUP may outsource its obligation under your Purchase to any third party.
23. Any customer support, online support, customer service or whatsoever associated service that is not stipulated in anywhere of your Purchase shall be provided in accordance to the Service Level Agreement, unless stated otherwise in the Order Form.
24. CHAINUP may suspend or cancel performance of open orders or services if you fail to make payments when due.
25. You acknowledge and agree that the price, fee and/or whatsoever payment to CHAINUP are nonrefundable, regardless of whether you utilise the service and/or product provided. Once the service and/or product are made available to you, CHAINUP has fulfilled its obligation to provide access to the same. No refunds, credits, or offsets will be issued for any unused portion of the service and/or product provided, including but not limited to situations where you choose not to use the service and/or product provided or you are unable to use the service and/or product provided for any reason.
 
Change Order
26. Either party may propose a modification to the services, deliverables, timelines, or other aspects of this Agreement (a “Change Order”). All Change Orders must be documented in writing and should detail the requested changes, the reason for these changes, and any potential impact on the fees, schedule, or other terms of this Agreement.
27. Upon receiving a Change Order request, CHAINUP will assess the request and provide you with a written response within three (3) business days. This response will include any necessary adjustments to the fees, schedule, or other terms of this Agreement to accommodate the requested changes.
28. A Change Order will only take effect once both parties have agreed in writing to the proposed changes, including any adjustments to the fees, schedule, or other terms of this Agreement. Upon approval, the Change Order will be incorporated into and become part of this Agreement.
29. CHAINUP is not required to perform any addi0onal or altered Services until a Change Order has been mutually agreed upon in writing. Any delay in approving a Change Order may result in a corresponding delay in the performance of the Services.
30. If a Change Order impacts the cost or time needed to perform the Services, the parties will negotiate in good faith to agree on a fair adjustment to the fees and/or schedule.
31. If the parties cannot reach an agreement on a Change Order, the dispute will be resolved according to the dispute resolution procedures outlined in this Agreement. While the dispute is being resolved, the Service Provider will continue to perform the Services as per the original terms of this Agreement.
 
Rights and Obligations
32. You are obliged to:
32.1 pay the price and/or additional charges (if any) within the Payment Term in accordance to Order Form;
32.2 ensure your proper and timely preparation, integration and/or arrangement of the necessary facilities for any design, testing, installation, operation or usage of the service and/or product. This may include but not limited to any hardware, system software, peripherals (including any computers or printers) or whatsoever facilities. You shall also ensure that CHAINUP is allowed to access to any such required facilities. Any failure, delay or non-performance of CHAINUP under your Purchase which is caused, contributed or affected by your actions or omissions shall not constitute as a breach and shall not incur any liabilities against CHAINUP; and
32.3 comply with all applicable laws in relation to your usage of service and/or product.
33. CHAINUP is obliged to:
33.1 provide the service and/or product in accordance with the specification agreed in the Order Form subject to the receipt of payment from you within the agreed payment term;
33.2 use commercially reasonable endeavours in connection to the provision of service and/or product;
33.3 render any additional service and/or suspend such service and/or product for the minimum extent and of the minimum duration required to prevent or resolve the emergency security issue, without your prior consent in any event deemed as emergency security issue by CHAINUP, including but not limited to unauthorized third party access of the service and/or product. Any such additional service rendered shall be fully borne by you regardless the outcome, result or effect of such additional service rendered.
 
Representation and Warranty
34. By signing and executing an Order Form, Parties represent and warrant that:
34.1 it has the requisite power and authority to enter into a contractual relationship and to carry out all activities and transactions contemplated hereunder;
34.2 the accuracy and validity of its identity information; and
34.3 neither it nor any of its subsidiaries or, to the best knowledge of the Party or its representatives, any of its directors, officers, shareholders or employees is such an entity or individual who is a target of any Sanction law or the country or region in which such Party is located, bound, organized, or se[led, or their government, is currently the target of national Sanctions imposed by the sanc0oning organ of any sovereign national government;
34.4 it will comply with all laws and regulations applicable the use of the service and/or product in the applicable jurisdiction.
35. You hereby further undertake and acknowledge that:
35.1 CHAINUP only provides the service and/or product within the limit under your Purchase and also the information provided by you. You hereby warrant the accuracy, timeliness and completeness of the informa0on provided, including but not limited to any stated dimensions, requirements, specifications and/or any other data that is crucial and required to allow CHAINUP to fulfil its obligations under your Purchase. You also hereby hold CHAINUP harmless against all and any losses, damages or whatsoever result incurred from any such inaccurate, delay or incomplete provision of information;
35.2 it is your sole and exclusive responsibility for its usage, operation and any obligation, service, promise or whatsoever responsibility to its end-users. There is nothing in your Purchase that shall create any contractual relationship between your end-users and CHAINUP, and, CHAINUP shall not in any way responsible for any disputes between you and your end-users;
35.3 the service and/or product is provided “as is” and without warranty of any kind and CHAINUP expressly disclaims all warranties, expressed or implied, including, but not limited to, the implied warranties of the merchantability and fitness for a particular purpose;
35.4 you shall comply with all applicable local regulatory and compliance requirements for the markets you are operating in. As a technology provider, CHAINUP would not be held liable for any non-compliance or regulatory deficiencies. You agree to indemnify CHAINUP against such risks and you agree to bear such risks solely;
35.5 you shall comply with all applicable data protection regulation as the party who contracts directly with its end-user. You shall also conduct the necessary know-your-customer procedures for purposes not limited to complying with the necessary anti-money laundering and counter-terrorist financing regulations; and
35.6 in the event that you fail, refuse and/or neglect to make any part of the payment and/or Price in accordance to the payment term in the Order Form, you shall pay CHAINUP a liquidated damages of 0.03% daily on the amount of outstanding payment from the date of default until the date of the receipt of the due payment. Up until the payment is make up by you, CHAINUP shall have the right to suspend the provision or operation of the service and/or product. CHAINUP do not in any way bear any liability for any losses or damages for such suspension.
36. Unless expressly stated otherwise in your Purchase, all guarantees, warranties or other terms and conditions implied or imposed by any legislation are excluded to the maximum extent permitted by law.
37. Each of the representations and warranties contemplated under your Purchase are to be construed independently of the others.
38. By signing and executing an Order Form, you consent and agree that CHAINUP may use, publish or display your name, trademarks, branding or any relevant logo and symbols on our designated website, documents or materials for the purpose of marketing. Any such usage or publishment for marketing purpose shall not be considered as infringement by CHAINUP.
 
Indemnification
39. Nothing in your Purchase shall operate to exclude or limit any Party’s liability as follows:
39.1 for such Party’s fraud, gross negligence, wilful misconduct, or fraudulent misrepresentation;
39.2 for death or personal injury resul0ng from that Party’s negligence;
39.3 to pay any monetary amounts due under your Purchase; or
40. You hereby indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against:
40.1 any losses, damages, dispute, claim, whatsoever liabilities that is caused by you and/or your representatives;
40.2 any loss of profits, loss of goodwill (or any other damage to reputation), loss of revenue, loss of business, loss of contracts, loss of anticipated savings, business interruption, loss of opportunity, loss of bargain or lost or corrupted data incurred in all cases, whether directly or indirectly;
40.3 any liabilities, whether directly or indirectly, incurred, caused or in connection to any enduser of and/or party entered into an agreement with you, for any implied or express obligations and/or terms and condition as agreed under your Purchase;
40.4 all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, arising from its aforementioned responsibility to comply with all applicable laws; and
40.5 all claims, suits and actions brought against CHAINUP by third party due to your breach, failure to perform obligation under your Purchase or any other laws and regulations, and all resulting liabilities, damages, losses and costs awarded by a court or tribunal or included as part of a final settlement (in addition to reasonable attorney’s fees and disbursements), arising from or relating to your breach of the terms and conditions of your Purchase, the service and/or product and/or violation of any applicable laws or regulations.
41. You shall bear the sole and exclusive responsibility to comply with all applicable laws in relation to your usage of the service, product and/or its relevant intellectual property, failing which (i) you shall bear full responsibility arising therefrom and indemnify CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees, and any other expenses whatsoever, whether criminal, civil, or commercial in nature, arising from your aforementioned responsibility to comply with all applicable local laws, (ii) CHAINUP is entitled to terminate such contractual relationship with you immediately without prior notice, and (iii) you shall compensate CHAINUP for any losses suffered therefrom.
42. Upon signing Order Form with CHAINUP, you are deemed to agree that CHAINUP may utilize or include third party software in the service and/or product that is subject to open source and thirdparty license terms (“Third-Party Software”). You also acknowledge and agree that your right to use such Third-Party Software as part of the service and/or product is subject to and governed by the terms and conditions of the open source or third-party license applicable to such Third-Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms herein and the terms of such open source or third-party licenses, the terms of the open source or third-party licenses shall control with regard to your use of the relevant Third-Party Software. In no event, shall the service and/or product or any of its application or components thereof be deemed to be “open source” or “publicly available” software. You and your end user shall be solely responsible for the use of this Third-Party Software and CHAINUP shall not be liable for any lost profits or any special incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connec0on with the use of this Third-Party Software.
 
Limitation of Liability
43. To the maximum extent permitted by applicable law, in no event shall CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employers or representatives, be liable for any lost profits or any special incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorised or unauthorised use of the Services, or this Agreement, even if CHAINUP has been advised of or knew or should have known the possibility of such damages.
44. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP under this Agreement during the 6-month period immediately preceding the first incident giving rise to such liability.
 
Intellectual Property
45. Any intellectual property rights relevant to the service and/or product and/or its derivative creations shall not be transferred to you by virtue of your Purchase. To avoid ambiguity, both Parties confirm that:
45.1 you shall only, during validity period of the contractual relationship between you and CHAINUP, enjoy ordinary, non-sole, non-exclusive and non-transferable, non-sublicensable rights to use the service and/or product;
45.2 without CHAINUP’s consent, you shall not copy, adapt, modify, provide, reverse engineer or disclose to any third party the service and/or product; and
45.3 you hereby acknowledge that you shall have no right to use, manage or access the service and/or product upon termination, except to withdraw the Assets (if any) incurred prior to such termination.
46. Each Party shall not use or copy the other Party’s company name, brand, domain name, website, trademark, logo, copyright works, business information, technology and other materials without the other Party’s written consent.
47. Parties agree that CHAINUP and/or its affiliates is en0tled to any intellectual property right of the service and/or product and be labelled as the original copyright owner of any relevant product or material. Upon termination, you shall no longer have the rights to use the said intellectual property rights failing which CHAINUP shall be entitled to, at its option, take immediate remedial measures and assume full liability against you, including but not limited to immediately stop the infringement, eliminating the impact and compensating CHAINUP or its affiliates for all losses suffered.
48. Except as otherwise provided under your Purchase, you shall not assign, sub-license, or in any way allow any third party to use or in any way deal with CHAINUP’s intellectual property and/or service and/or product without CHAINUP’s prior written consent.
49. You hereby warrant not to crack, reverse engineer, decompile or disassemble the service and/or product and/or its relevant software, platform interface or website links provided by CHAINUP. You further warrant not to modify the contents, functions, logic and other aspects of the service and/or product provided to CHAINUP.
50. CHAINUP will defend and/or resolve any claims brought against you alleging that CHAINUP-branded product or service provided under this Agreement infringes upon the intellectual property rights of a third party. To support this, CHAINUP will require prompt notification from you regarding the claim and cooperation with CHAINUP’s defense efforts. CHAINUP may choose to modify the product or service to eliminate the infringement while maintaining its essential functionality, or alternatively, CHAINUP may obtain a license for you. CHAINUP is not liable for claims arising from unauthorized use of the products or services.
 
Data
51. Parties acknowledge that you shall retain all right, title and interest in and to any and all end-user data to which CHAINUP may gain access by opera0on of the service and/or product.
52. Upon signing the Order Form and entering into a contractual relationship with CHAINUP, subject to the terms of this Terms, you hereby grant CHAINUP a non-exclusive, worldwide, royalty-free right to collect, use and/or process any such data to which CHAINUP may access by operation of the service and/or product, to develop, improve, support, and operate its products and services, or as may be required by law. CHAINUP will not share any data that includes you and your end-users’ Confidential
Information with any third party except (a) in accordance with Confidentiality clauses of this Terms, or (b) to the extent that such data is aggregated and anonymized such that you and your users cannot be identified.
53. You also acknowledge that you are obliged to comply with any applicable laws, government regulations and/or any other legal requirements including but not limited to, any data localization or data sovereignty laws, regulations, and any other third-party legal requirements applicable to your usage and operation of the service and/or product. You are solely responsible for the accuracy, content and legality of all data collected in the service and/or product. You also warrant that you have and will have sufficient rights in any such data to grant the rights to CHAINUP under this Term and that the processing of such data by CHAINUP in accordance with this Terms will not violate any laws or the rights of any third party.
54. You also acknowledge that there is no contractual relationship between CHAINUP and your end-users and as such, you shall assume all responsibility to ensure that the necessary consent has been provided by your end-users on the collection, use and disclosure of such end-user data in accordance to the relevant data protection regulation. You shall bear the legal responsibility arising therefrom and shall indemnify, defend and hold harmless CHAINUP (including its shareholders, directors,
employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, directly or indirectly, arising from the aforementioned responsibility to comply with all applicable laws in relation to such data.
55. Notwithstanding to the above clauses, CHAINUP makes no representations or warranties, and shall have no responsibility or liability for the accuracy, completeness or sufficiency of such data or information received or processed through the provision of the service and/or product in your Purchase, including without limitation end-user data and any other data uploaded or processed by you, or end-user.
 
Confidentiality
56. “Confidential Information” including but not limited to:
56.1 Information about the existence and content, performance of your Purchase, and the expected transactions under your Purchase; and
56.2 all exclusive, confidential, non-public technical and commercial information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), including but not limited to:
56.2.1 any technical information such as R&D design, service or product design concepts/ideas, source code, object code, software documentation, products and specifications, data, models, samples, drafts and product test results disclosed by the Disclosing Party to the Receiving Party or its employees before or after signing of the Order Form;
56.2.2 business information, such as marketing requirements and strategies, product plans and prices, client list, direction of business development, others involving in the management and operation systems and processes;
56.2.3 any information of the other Party and/or its related party, obtained under your Purchase, and any information, software, data and other information data obtained under your Purchase; and
56.2.4 other information disclosed by the Disclosing Party to the Receiving Party and subject to confidentiality obligations to third parties (whether such information is written, oral, graphic, Internet or any other form of disclosure).
57. Confidential Information does not include the following:
57.1 information already in Receiving Party’s possession without confidentiality obligation;
57.2 information known to the public at or before the disclosure by Disclosing Party;
57.3 information known to the public after disclosure, but not the faults of Receiving Party;
57.4 information received from third party without confidentiality obligation;
57.5 information that must be disclosed according to court orders or requirements of governments or local authorities with
jurisdiction; or
57.6 information disclosed to relevant government departments, intermediary agencies, and the public in accordance with relevant national laws and regulations.
58. Unless otherwise agreed by both parties, neither Party shall disclose the existence of your Purchase and any of its contents to a third party without the consent of the other Party.
59. Parties shall ensure the confidentiality of the documents, material, any Confidential Information including but not limited to the source code and/or object code licensed hereunder, and Confidential Information obtained from the other Party under your Purchase, which cannot be obtained from any public channel. The Receiving Party shall undertake the following obligations to the Disclosing Party:
59.1 to apply the same security measures and degree of care, but no less than reasonable care, to the Confidential Information as the Receiving Party applies with respect to such information of its own that it does not desire to disclose, publish or disseminate, which the Receiving Party warrants as providing adequate protection from unauthorized disclosure, copying or
use;
59.2 to promptly notify the Disclosing Party of any unauthorized release, disclosure or access to the Confidential Information or any part thereof;
59.3 will never disclose Confidential Information to any third party;
59.4 to prevent Confidential Information from being leaked or stolen;
59.5 to take adequate remedial measures and notify Disclosing Party without delay when a leak or steal occurred or is likely to occur;
59.6 to take measures to prevent Confidential Information from becoming publicly accessible and notify Disclosing Party without delay when the authority requests for disclosure;
59.7 only disclose, for the purpose of your Purchase, confidential information to the personnel of Receiving Party who have a need to know such Confidential Information to perform activities contemplated under your Purchase, who has entered into a confidentiality agreement with the Receiving Party, under which confidentiality obligations equivalent to the provisions hereunder, to the extent necessary and in the form necessary, and guarantee that such personnel comply with confidentiality obligations under this Confidentiality Clause; and
59.8 at the request of Disclosing Party, return or destroy the Confidential Information as required by the Disclosing Party and issue a written statement to the Disclosing Party recording the fact of return or destruction.
60. For any disclosure other than the purpose of your Purchase, Receiving Party shall obtain the written consent of the Disclosing Party before any Confidential Information can be disclosed.

61. If either Party breaches its confidentiality obligation under your Purchase, such Party shall be liable for breach of your Purchase (including but not limited to the attorney’s fee, arbitration fee, travel fee, evaluation fee, printing fee, and audit fee for investigating liabilities for breach of your Purchase). Parties acknowledge that damages may not be an adequate remedy for the breach of any of the confidentiality provisions hereunder. Accordingly, without prejudice to any other rights and remedies it may have, the observant Party shall be en0tled to seek the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the confidentiality provisions under your Purchase.
62. CHAINUP may outsource its obligations under your Purchase to any third party and CHAINUP is allowed to disclose any relevant and necessary Confidential information to the third party for the purpose of such outsourcing services engaged.

Audit
63. CHAINUP reserves the right to conduct an audit of your use of the Product, either with reasonable prior notice or at the direction of applicable authori0es (if it is directed by applicable authorities, no prior notice will be provided) to ensure compliance with CHAINUP internal policies or with relevant laws and regulations. Such audits will be conducted in a manner that does not unduly disrupt your normal business activities.
64. You agree to fully cooperate with CHAINUP during the audit, providing reasonable assistance and access to information as requested. This may include, but is not limited to, running CHAINUP’s data measurement tools on your systems or servers and sharing the results. Any costs you incur while assisting in the audit will be solely borne by you.
65. If the audit reveals any non-compliance, you agree to correct the issue within five (5) business days of receiving written notification. If the audit reveals any non-compliance to the licensing commercial model that requires you to top up the cost for the non-compliance period, you agree to make good the payment within five (5) business days of receiving written notification. Failure to resolve the noncompliance may result in CHAINUP terminating (a) your use of the Products and (b) the licenses granted
through the Purchase.
66. CHAINUP will handle all information obtained during the audit as confidential and will use it exclusively to ensure compliance with internal policies and applicable laws and regulations.

Termination
67. Termination for material breach. Either party may immediately terminate your Purchase if the other Party commits a material breach under your Purchase, provided that the breach:
67.1 is not capable of remedy; or
67.2 if capable of remedy, is not remedied to the non-breaching party’s reasonable satisfaction within thirty (30) days of service of a notice requesting such remedy.
68. Termination for Insolvency Event. Either Party may terminate your Purchase if the other Party:
68.1 becomes insolvent or is unable to meet its debts; without confidentiality obligation;
68.2 a petition for an administration order is filed at any court;
68.3 or goes into liquidation whether voluntarily (save for the purpose of permitted amalgamation or reconstruction) or compulsorily;
68.4 seeks re-organisation or to effect a plan or other arrangements with creditors;
68.5 applies for, consents to, acquiesces in the appointment of any receiver or trustee for all or a substantial part of its property; or
68.6 passes a resolution for its winding up or a court of competent jurisdiction makes an order for its winding up which is not dismissed within seven (7) days.
(collectively “Insolvency Event”)
69. Without limiting any other right set out under your Purchase, CHAINUP may at any time terminate the contractual relationship with you or suspend the provision of the service and/or product if:
69.1 you do anything that CHAINUP reasonably considers has given rise to, or is likely to give rise to, a material risk that CHAINUP might not be able to comply with any applicable law;
69.2 CHAINUP reasonably believes this is necessary to protect the security or integrity of the service and/or product;
69.3 you do anything that materially damages the reputation or brand of CHAINUP;
69.4 you harm or misuse the service and/or product or bring the service and/or product into disrepute;
69.5 there is a change in control in your organisation, including but not limited to by way of merger and acquisition, wherein in relation to an entity which is controlled by a person, that person ceasing to do so, or any other person acquiring control of it where the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interest of the entity and/or the possession directly or indirectly, of the power to direct or cause the direction of the management or policies of the entity, whether through the ability to exercise voting power, by contract or otherwise; or
69.6 in any other circumstances prescribed by laws or where in CHAINUP’s sole discretion, the ongoing provision of the service and/or product is unable to comply with the relevant laws at that point of time. Termination of contractual relationship and suspension and/or termination of CHAINUP’s obligations and provision of the service and/or product as a result of such
regulation prescribed by law shall not be deemed as a breach of contract by CHAINUP.
70. Except stated otherwise in your Purchase, any termination of your Purchase does not affect:
70.1 either Party’s rights in respect of any breach of your Purchase occurring before such termination;
70.2 either Party’s liabilities incurred prior to such termination;
70.3 your obligation to pay sums due to CHAINUP which have accrued and payable prior to the date of termination; and/or
70.4 the obligations of the Parties to perform any other act under your Purchase which was due before such termination.
71. As part of CHAINUP’s due diligence, you hereby agree that you shall cooperate with CHAINUP to conduct its internal compliance policy (“KYC”) on you. CHAINUP hereby reserve the right to suspend, rescind or terminate the contractual relationship with you unilaterally with immediate effect and without any liability in the event you have failed the KYC requirement in accordance to CHAINUP’s internal compliance policy.
72. Upon termination the contractual relationship between you and CHAINUP, you shall (i) have no right to use and access the service and/or product; (ii) settle and pay all outstanding payment and/or liquidated damages (if any) due and payable to CHAINUP within five (5) Business Days failing which, without prejudice to any other clauses and provisions, CHAINUP is entitled to collect such outstanding payment by automatic deduction from the Assets without your consent ; and (iii) have no right to any refund for any payment that have been made to CHAINUP. Upon such termination, CHAINUP shall no longer have the obligation to provide the service and/or product.
73. Termination of our contractual relationship shall not bring to an end to any clauses and provisions which by their nature are intended to survive termination or expiry of your Purchase.
 
Consequences Of Termination
74. Upon termination of the Purchase for any reason:
74.1 CHAINUP shall immediately cease all Services and Product, including but not limited to access to the wallets and APIs.
74.2 Your access credentials will be disabled, and all associated accounts will be locked.
75. Within 14 days of termination, CHAINUP will reconcile your account balances and provide a statement of account. You must settle all outstanding fees, charges, and obligations within 30 days of the statement date (“Outstanding Fee Payment Period”). Following this period, and subject to applicable laws and regulations, any remaining positive balance will be transferred to your designated withdrawal account within 30 business days (“Positive Balance Return Period”).
76. You must withdraw any remaining digital assets from your account(s) within 15 business days after the Positive Balance Return Period. If you fail to do so, CHAINUP may charge reasonable custodial or administrative fees.
77. All intellectual property rights, including but not limited to trademarks, patents, copyrights, and trade secrets, provided or developed by CHAINUP, shall remain the sole and exclusive property of CHAINUP.
78. You shall immediately cease all use of CHAINUP’s intellectual property upon termination and return or destroy any materials containing such intellectual property, as instructed by CHAINUP.
79. If you have been provided limited access to the source code in any of the Product, such access shall immediately terminate, and you shall delete or return all copies of the source code in their possession, as per CHAINUP’s instructions.
80. CHAINUP shall retain and securely store transaction records and your data in compliance with applicable laws, regulations, and internal data retention policies. Upon written request and where permissible, CHAINUP shall provide you with a copy of relevant transaction data within a reasonable timeframe. All proprietary or confidential information of CHAINUP shall be returned or destroyed as instructed by CHAINUP.
81. Any provisions of the Purchase that by their nature are intended to survive termination (including but not limited to clauses regarding confidentiality, liability, intellectual property, and dispute resolution) shall remain in full force and effect.
82. CHAINUP reserves the right to defer or withhold the disbursement of funds or assets under the following circumstances: (i) where such action is necessary to ensure compliance with applicable legal or regulatory requirements, including but not limited to obligations under anti-money laundering (AML) and counter-terrorism financing (CTF) laws; and/or (ii) where directed to do so by a competent governmental, regulatory, or judicial authority.
 
Liens & Set Offs
83. CHAINUP has the right of general lien over your Assets that is held by CHAINUP (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to CHAINUP in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and
84. CHAINUP may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.
85. CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).
86. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.
 
Compliance with Law and Ethics
87. Parties shall comply with all applicable laws in performing its respective obligations under your Purchase and shall have in place an appropriate code of ethics that commits each Party to working in an ethical manner regarding the avoidance of fraud and corrupt practices, combating slavery and human trafficking, recognising employee rights and protecting the environment.
88. Parties shall comply the Prevention of Corruption Act 1960 and use all reasonable endeavours to ensure that respective personnel, subcontractors and all others associated with Parties involved in performing services for or on behalf of or otherwise involved with this contractual relationship so comply.
89. Aforementioned commercial bribery conducted by any personnel of either Party shall be deemed as the Party’s act. If a Party violates this regulation, the observant Party may stop all cooperation with the delinquent Party and have the right to terminate your Purchase, take measures such as pausing delivery and service, freezing all accounts payable against the delinquent Party according to law. If the observant Party suffers from the commercial bribery of the delinquent Party, the delinquent Party
shall bear the relevant losses.
90. CHAINUP reserves the right, at its sole discretion, to manage, suspend, freeze and terminate your user accounts and/or your end-user accounts (“user accounts”), including in (but not limited to) circumstances where the Monetary Authority Of Singapore (or any other Government authority or regulator, including any law enforcement agencies) has made any suggestion, direction or instruction to take such action in respect of any user accounts or where the user account has breached CHAINUP internal governance policies or local regulatory policies or local law.
91. Non-Disclosure to End-Users or Third Parties: You agree not to share any information with end-users or any third parties if you are notified by CHAINUP that those end-users are under investigation by the authorities. You acknowledge that you are aware that disclosing such information could violate applicable laws or regulations and you will be held solely responsible for such actions.
92. Legal Compliance: Some regulations make it illegal to inform others (especially the person under investigation) that they are being investigated. Violating this could harm the investigation.
93. Co-operation with compliance and authorities: By agreeing to these terms, you commit to fully cooperate with CHAINUP’s compliance team and any authorities. Unless explicitly stated otherwise by the authorities, any actions or cooperation must happen without notifying the end-users involved.
 
Restrictions
94. In response to the policies of various countries and regions around the world, CHAINUP does not provide services or products to users in the following non-exhaustive countries and regions, as at the Effective Date: Iraq, Cuba, Iran, North Korea, Sudan, Syria, Guam, Bangladesh, Ecuador, Mainland China, Kyrgyzstan and Mariana Islands, and any other provided in the Sanctions (“Prohibited Countries”).
95. You hereby acknowledge that the above list of Prohibited Countries is not exhaustive and shall always be pegged to and updated according to the relevant policy changes automa0cally. You shall use commercially reasonable endeavours to ensure that services through the service and/or products are not provided to users in any prohibited countries. You further acknowledge that if you apply the system developed by CHAINUP to provide services to end-users in any prohibited countries and regions, CHAINUP shall not be liable for all legal consequences including but not limited to civil, criminal and administrative. You shall solely and exclusively comply with any such policy, regulation and law of the relevant jurisdiction, in connection with your own business or any commercial activity.
96. You also acknowledge that in the event there is any such breach, violation or infringement of any policy, regulation or law of any jurisdiction, you shall indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, directly or indirectly, arising from the aforementioned responsibility to comply with all applicable laws.
97. You acknowledge that CHAINUP is providing the service and/or product merely on the nature of a technical service provider and in the event that there is any uncertainty or ambiguous to any relevant policy and/or list of Prohibited Countries and/or legal concerns, you shall obtain legal advice from your legal professionals that are licensed to practice law in the jurisdictions and/or area of law where you may be concerned with.
98. In order to realize the restrictions of the above countries and regions, CHAINUP may be performing the following (but shall not be limited to at any point of time) in relation to the service and/or product:
98.1 restrict the relevant country/region codes to prevent new users whose mobile numbers belong to the Prohibited Countries to register for accounts; and/or
98.2 carry out basic phone number verification for all your end-users for the purposes of preventing end-users from Prohibited Countries to use the relevant services. However, you shall remain solely and exclusively responsible for performing all KYC requirements under the applicable laws.
 
Notices
99. Any notice, communication and/or information to be given in connection with your Purchase (each, a “Notice”):
99.1 must be in writing in English;
99.2 must be addressed to the Party to whom it is to be given (“Addressee”) at the address or email address set out in the Order Form or to any other address or e-mail address as notified by the Addressee for the purposes of this clause;
99.3 must be either:
99.3.1 delivered by hand or sent by pre-paid registered post (by registered airmail in the case of international service) to the Addressee; or
99.3.2 sent by e-mail to the Addressee’s e-mail address; and
99.3.3 is deemed to be received by the Addressee in accordance with this Notice Clause.
100. A Notice sent according to this Notice Clause shall be deemed to have been received:
100.1 if delivered by hand, at the time of delivery;
100.2 if sent by pre-paid registered post, on the second Business Day after the date of posting (or if sent by registered airmail, on the sixth Business Day after the date of posting); or
100.3 if sent by e-mail, at the time of receipt into the recipient’s electronic mail server, except that if a Notice is received on a day which is not a Business Day or is after 5.30 p.m. (Addressee’s time) on a Business Day, it shall be deemed to have been received at 9:30 a.m. (Addressee’s time) on the following Business Day.
101. If either Party changes its mailing address or contact information, it shall notify the other Party in writing on the day of the change, otherwise the original contact information provided in the Order Form shall prevail. If either Party violates the foregoing provisions, unless otherwise provided by law, the changing Party shall be liable for the resulting effects and losses.
 
Force Majeure
102. “Force Majeure” means:
102.1 In relation to either Party, any circumstances and conditions render it non-performance or delay in performance under your Purchase, including but without limitation to acts of God, flood, fire, storms, droughts, typhoons, earthquakes, and social events such as war (whether declared or not), turmoil, strikes, government actions, policies or laws, and any other circumstances of similar nature which is directly or indirectly beyond the control of the parties under your Purchase, unforeseeable and unavoidable; and
102.2 Any circumstance and conditions directly or indirectly affected, contributed and/or caused by Clause (i) above, including but without limitation to hacking (eg. DDoS a[acks), equipment failures, network failures, service failures caused by power outages of cloud service providers management failures, or digital currency damage/loss caused by and not limited to viruses and bugs, and any other circumstances of similar nature.
103. Save for payment obligation, if either Party is affected by Force Majeure, it shall forthwith notify the other Party in writing within three (3) Business Days after occurrence of the Force Majeure event and shall within fourteen (14) Business Days thereafter, provide the other Party with written proof causing the failure or delay in performance of obligations in whole or in part under your Purchase.
104. Save for payment obligation, neither Party shall be deemed to be in breach of your Purchase, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations to the extent that such delay or non-performance is due to any Force Majeure, and the time for performance of that obligation shall be suspended and extended accordingly.
105. Save for payment obligation, if the Force Majeure in question prevails for a con0nuous period in excess of three (3) months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or the agreeing upon such alternative arrangements as may be fair and reasonable to minimize possible losses. After the Force Majeure situation or event has disappeared, both Parties shall continue to perform respective obligations under your Purchase within a reasonable agreed time.
 
Governing Law and Dispute Resolution
106. Both Parties agree that the Purchase shall be governed by and construed in accordance with the laws of Singapore, excluding conflict of laws.
107. Any dispute arising from and relating to your Purchase shall be settled by both parties with negotiation. The parties agree to first attempt to resolve the ma[er through direct discussions between the senior management. If both parties are still unable to reach an agreement, each party shall promptly designate a stakeholder with decision making authority to engage in these discussions in good faith in an effort to resolve the dispute amicably.
108. If the negotiation fails or Parties fail to negotiate within thirty (30) days, such dispute, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance to Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. Such arbitration award shall be a final ruling and is legally binding the Parties. The losing party shall pay the winning party’s attorney fees, arbitration fees, travel expenses and other rights-protection expenses arising from such arbitration.
 
Miscellaneous
109. ENTIRE AGREEMENT. This Terms, the Specific Terms and Conditions and your relevant Order Form contain the whole agreement between you and CHAINUP relating to the subject matter stated in the Order Form and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
110. BINDING EFFECT. This Terms, the Specific Terms and Conditions and the Order Form shall be binding upon the Parties and its permitted legal assigns and successors in title by operation of law or otherwise.
111. VARIATION. No variation of your Purchase shall be effective unless it is in writing and signed by the Parties (including respective authorised representatives).
112. SEVERANCE. Illegality, invalidity or unenforceability of any provision in your Purchase under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction and the legality, validity or enforceability of other provisions of your Purchase
113. ASSIGNMENT. You shall not assign any of its rights under your Purchase without the prior consent of
CHAINUP. Your Purchase shall apply to, and be binding in all respects upon, and inure to the benefit of the permitted legal assigns and successors in title by opera0on of law or otherwise.
114. PROVISION OF PRODUCTS AND/OR SERVICES BY AFFILIATES. CHAINUP reserves the right to discharge its obligations and exercise its rights under your Purchase either directly or through its Affiliates. In the event that CHAINUP performs any actions through an Affiliate, it shall remain fully liable for the proper execution of its obligations and shall assume responsibility for any breach, act, or omission by such Affiliates. “Affiliate” means with respect to any entity, any other entity controlling, controlled by or under common control with such entity and the term “Control” and its derivatives means, with regard to any entity, the legal, beneficial or equitable ownership, directly or indirectly of fifty percent (50%) or more of the capital stock (or other ownership interest, if not a corporation) of such entity ordinarily having voting rights.
115. THIRD-PARTY RIGHTS. A person who is not a party to your Purchase shall not have any right under Contracts (Rights of Third Parties) Act 2001 to enforce any term under your Purchase, but it does not affect any right or remedy of a third party which exists or available apart from that Act.
116. REMEDIES. No remedy conferred by any of the provisions under your Purchase is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Par0es shall not constitute a waiver by such Party of the right to pursue any other available remedies.
117. WAIVER. Any Party fails to exercise or delay the exercise of any right or remedy hereunder shall not be deemed a waiver of rights or remedies by any Party. No separate or partial exercise of rights or remedies can prevent exercise of further or other rights or remedies, or to prevent other exercise of the rights or remedies.
118. FURTHER ASSURANCE. Parties agree to do everything reasonably necessary at its own expenses to give effect to your Purchase and any transactions contemplated by it including but not limited to the execution of documents, and to use all reasonable endeavours to cause relevant third parties to do likewise.
119. NO PARTNERSHIP OR AGENCY. Nothing in your Purchase is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Service Level Agreement - Customer Service
Version. V8.0
1. Introduction

2.1. Software-as-a-Service (SaaS) based services
ChainUp provides this Service Level Agreement (“SLA”) as a formal agreement between ChainUp and the Customer, defining the standards of service and support commitments applicable to the Services. This SLA forms an integral part of the Customer’s Subscription under the Service Agreement and is governed by the terms set forth therein, including any capitalized terms specifically defined for our valued customers.

Please note that this SLA does not apply to independently branded services that may be associated with or connected to the core Services, nor does it cover any on-premises software that is integrated with the Services. In addition, any modifications or customizations to ChainUp’s Services performed by the Customer or by third-party vendors authorized by the Customer are expressly excluded from SLA coverage.

It is also important to emphasize that ChainUp Previews and any Services provided free of charge are explicitly excluded from, and not eligible for, SLA commitments.

1.2. Document Authority
This SLA is issued under the authority of ChainUp Pte. Ltd.

All commitments, definitions, and service levels defined herein apply only to Customers with active Subscriptions under a valid Service Agreement executed with ChainUp.

1.3. Amendments and Updates
ChainUp reserves the right to amend, modify, or update this Service Level Agreement (SLA) at its sole discretion, as deemed necessary to ensure the continued delivery of services to its subscribed customers. Any such changes shall take effect upon publication or communication to the Customer, unless otherwise specified. ChainUp is committed to maintaining service quality and operational excellence, and adjustments to the SLA will be made in alignment with evolving service requirements, industry standards, and business needs.

1.4. General Terms and Definitions
The following section outlines the general terms and definitions pertinent to the Service Level Agreement (“SLA”) governing the provision of ChainUp Services. These terms and definitions serve as the foundational framework for understanding the rights, responsibilities, and obligations of both ChainUp and its Customers in relation to the delivery and performance of the Services under the Service Agreement.

“ChainUp” means ChainUp Pte. Ltd. and its affiliates, and includes all products, platforms, and services made available by ChainUp to its Customers.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control ith a party to this SLA.

“Customer” means any paying entity that have subscribed to one or more ChainUp Services with an active Subscription, as stipulated and agreed upon in the relevant Service Agreement.

“Services” covers the functionalities, features, and resources made available by ChainUp as specified in the service agreement.

“End User” means the individual or entity authorized by the Customer to access or use the Services under the Customer’s account.

“Services” refers to the functionalities, features, systems, and resources made available by ChainUp as specified in the Service Agreement.

“Service Agreement” (also referred to as Order Form or Purchase Agreement) means the contractual document executed between Customer and ChainUp which defines the commercial terms, scope, and duration of the Services.

“Subscription” means the Customer’s right to access and use the Services for the subscription term specified under the relevant Service Agreement.

“Active Subscription” refers to a Subscription that is currently valid and has not expired, been terminated, or suspended.

“Incident” means (i) a single event, or (ii) a set of related events that result in downtime, degradation, or material impairment of the Service.

“Service Request” means a non-incident request from the Customer, such as a configuration change, information request, or feature inquiry that does not involve system failure.

“Scheduled Downtime” means the period of time during which the Service is unavailable due to planned maintenance or upgrade activities, notified in advance or conducted as an emergency measure, and not caused by Service failure.

“Unscheduled Downtime” means any Service unavailability not classified as Scheduled Downtime or excluded by Force Majeure events.

“Uptime” means the total time during which the Services are fully operational and accessible to the Customer, expressed as a percentage of total time in a given calendar month.

“Downtime” means the total accumulated minutes during which the Services are unavailable or inaccessible to the Customer, excluding Scheduled Downtime and Force Majeure events.

“Response Time” means the maximum duration within which ChainUp commits to acknowledge receipt of a Customer’s issue, incident, or request through official support channels.

“Resolution Time” means the maximum duration within which ChainUp provides an update, workaround, or restoration of service related to a reported incident, as defined in the SLA.

“Business Hours” means the official working hours of ChainUp support teams as defined in the Support Plan applicable to the Customer’s Service Agreement.

“Service Credit” means the service-based compensation applied to the Customer’s account when ChainUp fails to meet the committed service levels, in accordance with the SLA.

“Force Majeure” refers to (i) any circumstances render non-performance or delay in performance under this SLA, including but not limited to natural disasters, acts of war (whether declared or not), government regulations, labour disputes, and any other circumstances of similar nature which is directly or indirectly beyond the control of the parties under this SLA, unforeseeable and unavoidable; and (ii) any circumstance and conditions directly or indirectly affected, contributed and/or caused by (i) above, including but without limitation to hacking (for example, DDoS attacks), equipment failures, network failures, service failures caused by power outages of cloud service providers, management failures, or digital currency damage/loss caused by and not limited to viruses and bugs, and any other circumstances of similar nature.

“Confidential Information” Any non-public, proprietary, or sensitive information disclosed by either party to the other party in connection with the provision or use of the Services, including but not limited to trade secrets, financial data, and customer information.

“Personal Data” means any information relating to an identified or identifiable natural person as defined under applicable data protection laws (e.g., PDPA).

“Support Channel” means the official methods through which Customers can contact ChainUp Support, including the Support Help Center, Support Chat, or designated communication group(s) such as Telegram if included in the Service Agreement.

These terms and definitions are provided for clarity and reference purposes and shall govern the interpretation and enforcement of the SLA between ChainUp and its Customers.

1.5. Scope and Applicability
This Service Level Agreement (“SLA”) governs the provision, performance, and availability of ChainUp Services delivered to Customers under an active and valid Service Agreement or Subscription.

It defines the scope of services covered, the obligations of both parties, and the metrics by which service quality and performance are measured.

This SLA applies solely to production environments hosted and managed by ChainUp and does not extend to non-production, test, sandbox, or demo environments unless explicitly stated in the Service Agreement.

1.5.1. Covered Services
This SLA applies to the following categories of services (collectively referred to as “Covered Services”):
• Core Platform Services including but not limited to ChainUp’s SaaS-based Exchange System, RealWorld Asset (RWA) System, Bitwind System, SaaS-based MPC Wallet Solution, Trustformer AML/KYT System and related backend management consoles.
• Customer-Facing Interfaces including the Web, H5, iOS, and Android front-end applications provided and maintained by ChainUp.
• Support and Maintenance Services including Customer Success, Technical Support, and Operational Maintenance assistance provided under the Customer’s subscribed plan.
• Managed Services including any managed infrastructure, liquidity, or market-making services provided under a Managed Service Agreement.

Any additional modules, APIs, integrations, or third-party services will only be covered under this SLA if expressly included in the Service Agreement or if ChainUp is the hosting and operational controller of such services.

1.5.2. Exclusions
This SLA does not apply to:
• Customer-Controlled Environments, including any on-premise or self-hosted deployments operated by the Customer or third parties.
• Third-Party Dependencies, including but not limited to internet connectivity, DNS providers, external liquidity partners, or payment gateways.
• Beta, Pilot, or Trial Services provided for evaluation or testing purposes.
• Customer Misuse or Configuration Errors, including incidents caused by unauthorized modifications, unsupported integrations, or failure to follow recommended best practices.
• Force Majeure Events, as defined in Section 1.4.
• Maintenance Windows, including Scheduled Downtime previously communicated to the Customer.

ChainUp will make reasonable efforts to minimize disruption and provide timely notifications for any
excluded events that may affect service performance.

1.5.3. Customer Responsibilities
To ensure proper performance of the Services under this SLA, the Customer agrees to:
• Use the Services in accordance with the applicable Service Agreement, Acceptable Use Policy, and relevant documentation.
• Maintain accurate and up-to-date contact information for designated support and technical representatives.
• Submit all incidents and requests through official Support Channels as defined in Section 1.4.
• Cooperate with ChainUp’s support and engineering teams in diagnosing and resolving reported issues, including providing necessary logs or system access when required.
• Ensure that any third-party systems or integrations under the Customer’s control do not adversely affect the ChainUp environment.

1.5.4. Service Credit Applicability
Where applicable, Customers may be eligible for Service Credits if ChainUp fails to meet the committed service levels defined in this SLA.
Service Credits are the Customer’s sole and exclusive remedy for any performance shortfall. The process, thresholds, and calculation methods shall be detailed in Section 3: Service Availability and Performance Commitments.

1.5.5. Relationship to Other Agreements
This SLA forms part of and is incorporated into the Service Agreement between ChainUp and the Customer.

In the event of a conflict between this SLA and the Service Agreement, the Service Agreement shall prevail, except where the SLA provides more specific operational or performance commitments.

1.6. SLA Limitations
This SLA defines the commitments and performance targets for the provision of ChainUp Services. However, certain circumstances and events are excluded from ChainUp’s SLA obligations.

The following limitations and exclusions apply unless expressly stated otherwise in the Service Agreement:
“Exclusions / Out-of-Scope Services” SLA does not cover services, functionalities, or components not explicitly outlined under this Service Agreement, or not operated and managed by ChainUp.

“Third-party Services & Integrations” ChainUp shall not be liable for any unavailability, degradation, or performance issues arising from the integration or utilization of third-party services, applications or hardware not provided by ChainUp, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or Customer in-house solution or services.

“Scheduled Maintenance” ChainUp reserves the right to perform scheduled maintenance activities that may temporarily affect service availability. Such instances are not considered breaches of the SLA.

“Force Majeure events” ChainUp shall not be held liable for any failure to meet SLA commitments due to force majeure events or circumstances beyond its reasonable control.

“Non-Compliance and Misuse” ChainUp is not responsible for downtime or disruptions arising from Customer failure to adhere to required configurations, use supported platforms, or comply with policies for acceptable use. This encompasses any usage of the Service inconsistent with its features and functionality, including attempts to perform unsupported operations, as well as actions contrary to ChainUp published guidance.

“Unauthorized Actions and Security Breaches” ChainUp shall not be held liable for any downtime, disruptions, or damages resulting from your unauthorized actions or failure to act when required. This includes actions or omissions by your employees, agents, contractors, or vendors, as well as any unauthorized access to our network facilitated by your passwords or equipment. Additionally, ChainUp shall not be liable for any Incidents stemming from your failure to adhere to appropriate security practices.

“Faulty Input or Instructions” ChainUp bears no liability for downtime or disruptions resulting from faulty input, instructions, or arguments provided by you. For instance, requests to access non-existent files or execute commands outside the scope of supported functionalities fall under this exclusion.

“Throttling due to Suspected Abuse” ChainUp shall not be held responsible for any downtime or disruptions caused by throttling of suspected abusive behaviour resulting from actions performed by you, your authorized agents, contractors, or vendors. Such actions may lead to temporary limitations on service access or functionality, as determined by ChainUp monitoring and enforcement mechanisms.

“Inactive Subscription” Subscription reserved, but terminated, rescinded or suspended due to any reason as stipulated under the relevant Service Agreement, at the time of the Incident.

“Free-of-Charge, Complimentary or Evaluation Services” Services provided by ChainUp on a free, trial, beta or proof-of-concept basis are exempt from SLA coverage and may be subject to reduced or variable performance standards.

These exclusions ensure a fair and transparent understanding of ChainUp’s obligations under this SLA, while recognizing the shared responsibility between ChainUp and the Customer for maintaining secure, stable, and supported operating conditions.

2. Service Specific Terms

2.1. Software-as-a-Service (SaaS) based services
ChainUp provides this Service Level Agreement (“SLA”) as a formal agreement between ChainUp and the Customer, defining the standards of service and support commitments applicable to the Services. This SLA forms an integral part of the Customer’s Subscription under the Service Agreement and is governed by the terms set forth therein, including any capitalized terms specifically defined for our valued customers.

2.1.1. Service Availability Measurement
ChainUp measures Service Availability based on the total minutes during which the SaaS platform is operational within a given calendar month, excluding periods of Scheduled Maintenance and Force Majeure Events.

Only Customers with an Active Subscription under a valid Service Agreement are eligible for SLA measurement and service performance consideration.
Service Availability (%) = ((Total Minutes in Month − Downtime Minutes) / 𝑇𝑜𝑡𝑎𝑙 𝑀𝑖𝑛𝑢𝑡𝑒𝑠 𝑖𝑛 𝑀𝑜𝑛𝑡ℎ) x 100

2.1.2. Uptime Calculation
“Uptime” represents the percentage of total minutes that the SaaS Services are accessible and functioning as intended for Customers, excluding:
• Scheduled Maintenance;
• Force Majeure events; and
• Service unavailability due to Customer-side or third-party network issues. ChainUp shall calculate uptime monthly using its internal monitoring systems, which serve as the authoritative data source.

2.1.3. Downtime Calculation
“Downtime” means the cumulative minutes within the calendar month during which the SaaS Services are unavailable or materially impaired for all Customers. Downtime excludes:
• Scheduled Maintenance windows;
• Force Majeure events;
• Unavailability of optional or add-on features not forming part of the core Services;
• Incidents caused by Customer modifications, unsupported integrations, or misconfigurations;
• Network latency, congestion, or connectivity outside ChainUp-controlled infrastructure; and
• Trading activities executed via Customer-owned mobile apps or web portals.
These clarifications define the precise boundaries of ChainUp’s SLA coverage, ensuring transparent understanding of both parties’ responsibilities.

2.2. On-premise based services

2.2.1. Service Measurement Principle
For on-premise deployments licensed from ChainUp, SLA applicability focuses on Response Time and Resolution Time performance rather than uptime.
This measurement depends upon:
• The Customer maintaining an Active License under the relevant Service Agreement;
• The Customer providing timely and accurate diagnostic information to ChainUp Support; and
• ChainUp receiving reasonable and secure access to the Customer environment for troubleshooting and resolution.

2.2.2. Exclusions for On-Premise Services
The SLA does not apply in the following situations:
1. Deployment of ChainUp Services on hardware or software environments that fail to meet ChainUp’s published specifications or compatibility requirements.
2. Service unavailability caused by Customer modifications, customizations, or alterations to ChainUpprovided software.
3. Disruptions arising from external systems or third-party services subscribed to or integrated by the Customer.
4. Downtime or operational issues related to Customer-developed mobile applications, trading platforms, or portals outside ChainUp’s operational scope.

These exclusions clarify the limitations of SLA coverage for on-premise services, ensuring transparent expectations for service support and responsibility boundaries.

3. Service Availability and Performance Commitments
This section establishes ChainUp’s measurable commitments for service availability and support performance across all SaaS-based Services. Detailed definitions of incident severity levels, escalation procedures, and response-time objectives are provided separately in Section 8.0 (Severity Levels & Response Times).

3.1. Service Availability Commitment
ChainUp commits to maintaining a Monthly Uptime Percentage of at least 99.9% for all SaaS Services during each calendar month, excluding Scheduled Maintenance, Force Majeure Events, and other exclusions set out in Section 2.1.
Monthly Uptime Percentage (%) = ((Total Minutes in Month − Downtime Minutes) / 𝑇𝑜𝑡𝑎𝑙 𝑀𝑖𝑛𝑢𝑡𝑒𝑠 𝑖𝑛 𝑀𝑜𝑛𝑡ℎ) × 100
• Target: ≥ 99.9% uptime
• Maximum Allowable Downtime: ≤ 43.8 minutes per month
• Measurement Authority: ChainUp’s internal monitoring systems

3.2. Maintenance and Notifications
• Planned Maintenance: At least 48 hours’ advance notice via official support channels; typically ≤ 4 hours per event.
• Emergency Maintenance: Conducted only when necessary for security or stability; Customers notified as soon as practicable.

Scheduled maintenance and emergency activities are not counted toward downtime calculations.

3.3. Incident Management and Response
Incident prioritization and handling follow the Severity Framework defined in Section 8.0.
Response and resolution time objectives vary by:
• Severity Level (P1–P4), and
• Customer Support Tier (Standard / Premium / Platinum).
For critical P1 incidents, ChainUp activates its Incident Management Process with real-time escalation, communication updates, and optional Post-Incident Review (PIR) upon resolution.

3.4. Service Credits

Monthly Uptime AchievedService Credit (X multiplier of downtime rounded up to the nearest hour)
≥ 99.9%
99.0% – 99.89%2X
98.0% – 98.99%5X
< 98.0%10X

• Service Credits are applied directly into the impacted services’ expiration date and represent the  sole and exclusive remedy for uptime shortfalls.
• Service Credits Requests/Appeals must be submitted within 30 days following the month in which the failure occurred.

3.5. Customer Responsibilities
To qualify for SLA measurement and credits, Customers must:
1. Report incidents via official Support Channels with adequate details;
2. Provide reasonable cooperation and system access for investigation;
3. Maintain system configurations per ChainUp’s technical requirements.

3.6. Continuous Improvements
ChainUp conducts post-incident analyses, infrastructure reviews, and preventive updates to continuously enhance platform resilience and service quality. Outcomes from major incidents may inform updates to this SLA.

4. Support Incident Management
This section defines ChainUp’s incident management framework, which governs the detection, classification, escalation, communication, and resolution of incidents affecting the availability or performance of ChainUp Services.
It ensures that all incidents are managed in a structured, timely, and transparent manner consistent with the service availability and response objectives defined under this SLA.

4.1. Applicability
ChainUp’s Incident Management procedures apply only to:

• Services covered under an Active Subscription and managed within ChainUp’s hosted infrastructure; and
• Incidents originating from ChainUp’s platform or systems.
These procedures do not apply to any issues, problems, or incidents caused—directly or indirectly—by:
• Customer-side integrations, configurations, or customizations;
• Third-party software or infrastructure not operated by ChainUp; or
• Events otherwise excluded under Section 1.6 (SLA Limitations and Exclusions)

4.2. Incident Lifecycle Overview
ChainUp follows a structured and standardized Incident Management Lifecycle to ensure consistency, transparency, and timely resolution of incidents affecting service availability or performance. This lifecycle incorporates both technical and business impact analysis, ensuring incidents are managed efficiently from detection to closure.

The process comprises the following stages:

StepsDescription
A. Incident Classification
  • Classify the incident based on predefined incident categories and severity levels, as established in your incident prioritization criteria
B. Incident Identification
  • Identify the affected systems, applications, or services, as well as any associated infrastructure or dependencies.
  • Determine if the incident is isolated to a specific area or has a broader impact on the organization.
C. Impact Assessment
  • Operational Impact: Assess how the incident disrupts business operations, processes, and services. Consider factors like downtime, service degradation, and productivity loss.
  • Customer Impact: Determine how the incident affects customers or end-users, including service unavailability, data loss, or compromised user experiences.
  • Security Impact: Analyze the potential security implications of the incident, such as data breaches, unauthorized access, or exposure of sensitive information.
  • Financial Impact: Estimate the financial consequences of the incident, including direct costs (e.g., system repair, compensation) and indirect costs (e.g., reputation damage, regulatory fines).
  • Reputational Impact: Consider the impact on the organization’s
    reputation, customer trust, and brand image.
D. Data Collection
  • Gather relevant data, evidence, and information related to the incident, including logs, system reports, user reports, and any available documentation.
  • Collaborate with relevant teams and individuals to obtain additional insights and context.
E. Incident Scoping
  • Define the boundaries of the incident by identifying the specific systems, assets, or areas affected.
  • Determine if the incident has any cascading effects on related services or systems.
F. Incident Documentation
  • Update the assessment activities performed into the system, including attachment of collected data or screenshots taken as part of assessment
G. Re-evaluate Severity Level
  • Reevaluate the incident’s severity level based on the assessed impact against the Incident Severity Level.
H. Communication
  • Communicate the assessed scope and impact to relevant stakeholders, including BU Management, incident respond team and the Customer Service Support team if Customers are involved.
I. Decision Making to Resolve Incident
  • Determine the priority level for incident resolution efforts.
  • Based on the scope and impact assessment, make informed decisions regarding the incident’s response strategy, resource allocation, and escalation procedures.
J. Ongoing Monitoring
  • Continuously monitor the incident’s progress and assess if the scope or impact changes as the incident evolves.
  • Regularly updated incident assessments help ensure a swift and well-coordinated response, minimizing disruption and damage.

4.3. Communication Protocols
ChainUp ensures transparent and timely communication throughout the incident lifecycle.

Communication TypeChannelFrequency / TriggerAudience
Incident
Acknowledgement
Customer Support Portal / EmailUpon incident loggingReporting Customer
Progress Updates Ticket comments, email
notifications, or status page
Per support tier (e.g., hourly for P1)Impacted Customers
Major Incident
Notification
Email / Status page /
Internal alerts
Within 30 minutes of
P1 confirmation
All affected Customers
Post-Incident Review
(PIR)
Secure report or customer meetingWithin 5 business days after closureAffected Customer(s)
 

4.4. Roles and Responsibilities

RoleResponsibility
Customer Promptly report incidents via official Support Channels with complete details, maintain communication, and provide necessary access for troubleshooting.
ChainUp Support TeamPerform initial triage, classify incidents, and ensure timely response in line with the SLA.
ChainUp Engineering TeamConduct root-cause analysis, implement fixes, and restore service functionality.
ChainUp Incident CommanderCoordinate communication, escalation, and decision-making for P1/P2 incidents; ensure management visibility and customer updates.
ChainUp Customer Success
(Support Team / Project Manager
/ Customer Success Manager)
Communicate with the Customer for high-impact incidents,
facilitate PIR delivery, and ensure customer satisfaction postresolution.

4.5. Continuous Improvement
Insights derived from incident trend analysis, PIRs, and root-cause findings are reviewed periodically by ChainUp’s Customer Success, Engineering, and Quality Assurance teams to:
Enhance infrastructure resilience;
Optimize incident response efficiency; and
Refine future SLA commitments.
Where applicable, material learnings may be incorporated into SLA updates or communicated to Customers through service advisories.

5. Self-Service & Support Center
ChainUp provides an integrated Self-Service and Support Center as the primary interface for Customers to obtain product documentation, configuration guidance, and technical assistance for their subscribed services.
The Support Center enables Customers to:
• Access knowledge base articles, FAQs, and setup guides;
• Submit support tickets for troubleshooting, configuration assistance, feature requests, or general inquiries; and
• Track the status and history of submitted requests.

5.1. Access to Support Center
Customers may access the Support Center through any modern web browser at:
https://chainup.zendesk.com/hc/en-us

ChainUp Support Center

Alternatively, access is available via the official ChainUp Website:
https://www.chainup.comCustomer Support / Help Center

ChainUp Support Center

A valid user login is required to access the Support Center and raise tickets.
For first-time access:
• Customers must contact ChainUp Support to initiate account creation;
• The number of Support Center user accounts provisioned will depend on the Customer’s subscribed support tier as defined in the applicable Service Agreement.

ChainUp reserves the right to verify account eligibility and deactivate dormant or unauthorized accounts to ensure system security and compliance.

5.2. Customer Service Online Support (Live Chat)
ChainUp offers real-time online support through the Live Chat function available at
https://www.chainup.com.

To initiate a chat session:
1. Visit the official ChainUp website;
2. Click the “Support Chat” link located in the website footer;

ChainUp Support Center

3. Click on the Start a Conversation to connect with a ChainUp Customer Service Officer (CSO).

ChainUp Support Center

4. Provide your details (Name and Contact Information) to start support live chat.

ChainUp Support Center

Live Chat support is available exclusively to Customers with an Active Subscription and valid login credentials.
Depending on the subscribed support tier, chat availability may be offered on either a 24 × 7 or business hours basis.

5.3. Support Channels Summary

Support ChannelDescription / Use CaseAvailabilityAccess Method
Self-Service Portal Browse articles, FAQs, and configuration guides24 × 7https://chainup.zendesk.com/hc/enus
Ticket SubmissionLog incidents, service requests, or feature enhancements24 × 7Within Support Center (login required)
Live Chat Immediate support for
active subscribers
Per support tier
(Standard / Premium / Platinum)
https://www.chainup.com/
https://chainup.zendesk.com/hc/enusSubscribed platform’s backend
Email SupportFollow-up
correspondence or
escalations
Per support tier [email protected]

5.4. Support Eligibility and Conditions

• Access to ChainUp Support resources is limited to authorized users under an Active Subscription.
• ChainUp may request proof of authorization before providing support or account-related actions.
• Support is not provided through social-media platforms or unauthorized third-party channels.
• Customers are responsible for maintaining secure credentials and ensuring that only designated personnel contact ChainUp Support.

5.5. Additional Resources
Customers are encouraged to leverage available Knowledge Base materials and Product Documentation before submitting tickets to facilitate faster resolution and self-service troubleshooting.
6. Respectful Conduct and Support Interaction Standards
ChainUp is committed to maintaining a professional, safe, and respectful environment for all interactions between its Customers and Support personnel.
This section establishes clear expectations for mutual conduct and defines ChainUp’s right to protect its employees and contractors from abusive, threatening, or inappropriate behavior. It is not intended to limit constructive feedback, dispute resolution, or escalation rights.
Its purpose is to foster a respectful, solution-focused partnership that allows both parties to collaborate effectively toward issue resolution and long-term success.
 
6.1. Expected Conduct
Customers, and all individuals acting on their behalf, are expected to:
• Communicate respectfully and courteously with all ChainUp staff;
• Refrain from the use of aggressive, discriminatory, or obscene language;
• Treat Customer Service Officers (CSOs) and other representatives with the same professionalism expected from ChainUp; and
• Cooperate reasonably in providing information necessary for timely issue resolution.
ChainUp’s support personnel are likewise expected to act with courtesy, professionalism, and empathy in all communications with Customers.
 
6.2. Unacceptable Conduct
The following behaviors are considered unacceptable during any form of interaction (e.g., chat, ticket, email, or voice communication):
• Use of abusive, threatening, or harassing language or tone;
• Personal attacks, discrimination, or defamatory remarks;
• Repeated submission of non-constructive or vexatious requests intended to disrupt support operations;
• Attempts to circumvent security, impersonate staff, or misuse access credentials;
• Any conduct that compromises the safety, dignity, or well-being of ChainUp staff.
 
6.3. ChainUp’s Right to Protect Its Employees
In the event of abusive or threatening conduct, ChainUp reserves the right to take one or more of the following actions:
1. Issue a Written Warning describing the unacceptable behavior and requesting that it cease immediately.
2. Apply a Temporary Cooling-Off Period, during which direct interactions may be suspended and communication restricted to designated representatives.
3. Suspend or Limit Support Access, in whole or in part, for repeat or severe incidents that endanger staff well-being or disrupt service operations.
4. Escalate to Legal or Contractual Remedies, including termination of service, in cases of persistent or extreme abuse.
Such actions will be taken in accordance with internal escalation procedures and applicable contractual or legal obligations.
 
6.4. Restoring Service Access
Support access may be reinstated once the Customer acknowledges the violation, commits to appropriate conduct going forward, and ChainUp determines it is safe and appropriate to resume direct communication.
6.5. No Impact on SLA Commitments
While support interactions may be temporarily restricted, ChainUp will continue to act in good faith to meet its service obligations.
However, delays or limitations resulting from abusive behavior may not be considered breaches of the SLA.
 
7. Customer Service Support Tiers
ChainUp offers three (3) tiers of customer service support, available exclusively to customers with an active Subscription under the applicable Service Agreement.
Support TierStandardPremiumPlatinum
Service
Offering
Available to Customers during the active Subscription period as stipulated and agreed under the relevant Service Agreement.Available as a Value-Added Service (VAS) to Customers during the active Subscription period as stipulated and agreed under the relevant Service Agreement.Available as a Value-Added Service (VAS) to Customers during the active Subscription period as stipulated and agreed under the relevant Service Agreement.
Support
Hours

ChainUp Standard Hours are 8am to 8pm, GMT+8 timezone.

Working Days (Monday –
Fridays, excluding public holidays and declared non-working days by
the Country’s Government where
ChainUp office operates from)

24/7 supports whole
calendar year, across all
time-zones
24/7 supports wholecalendar year, across all time-zones
TreatmentStandard Product SupportPriority SupportPriority Support
Issue
Handling
Access to 24/7 support for priority (P1 and P2) matters only. (Refer to section 8 severity levels for more information)
Standard enquiries or minor issues can be registered into our ticketing system and worked on by our support and/or technical teams following standard SLA
Access to 24/7 supportAccess to 24/7 support
Support ChannelsStandardPremiumPlatinum
Self-Service Ticketing System
Online Documentation / Guide
Online Chat Support (ChainUp Website)+ Priority Queue+ Priority Queue
Online Chat Support (Selected product
offerings)
+ Priority Queue+ Priority Queue
Telegram Live Agent SupportAdd-on available+ Priority Queue+ Priority Queue
Customer Success ManagerNoAdd-on available

8. Severity Levels & Response Times
All service requests and incident reports submitted to ChainUp Customer Support are assessed and assigned a Severity Level ranging from 1 (Critical) to 4 (Low).
Severity Levels are determined following the initial contact and preliminary triage conducted by ChainUp Support personnel, based on the nature, impact, and urgency of the reported issue.

This structured severity classification ensures that incident handling is systematic, transparent, and prioritized according to business criticality — in alignment with the performance commitments defined in this Service Level Agreement (SLA).
The following tables outline:

• The classification criteria for each Severity Level; and
• The corresponding target initial response times and resolution objectives applicable to each Customer Support tier (Standard, Premium, and Platinum).

8.1. Incident Handling and Escalation Process
For incidents classified as Severity 1 (P1), representing critical issues that significantly impact service availability, system integrity, or cause major business disruption, ChainUp will activate its internal Incident
Management Process in parallel with standard support handling procedures.
This process includes:

• Real-time incident tracking through ChainUp’s internal monitoring systems;
• Immediate escalation to appropriate technical, engineering, and management teams; and
• Continuous communication and status updates until full service restoration.

8.2. Post-Incident Review (PIR)
Upon resolution of a Severity 1 incident, ChainUp may provide a Post-Incident Review (PIR) report to impacted Customers.
The PIR report will include:

A detailed root cause analysis;
A timeline of events from detection to resolution;
• Corrective actions taken; and
• Preventive measures implemented to minimize recurrence risk.

This structured approach reinforces ChainUp’s commitment to service transparency, continuous improvement, and proactive operational governance.

8.3. Issue Severity Matrix

Severity LevelDescriptionInitial Response (Support Tier)Estimated Time to Resolution
StandardPremiumPlatinum
P1 – Critical

Critical Impact. Customer’s production use of ChainUp Services is completely stopped or severely impacted.

Examples:

  • System crash or hang
  • Irrecoverable failure (cannot be restored via reboot)
  • Core functionality unavailable
  • Data loss or corruption
Within
30 min
(24×7)
Within
15 min
(24×7)
Within
10 min
(24×7)
ASAP, with hourly updates until resolved
P2 – High

Significant Impact. Key service features are unavailable or unstable without a viable workaround.

Examples:

  • Product error or restart required
  • Severely degraded performance
  • Limited functionality
Within
60 min
(24×7)
Within
30 min
(24×7)
Within
15 min
(24×7)
ASAP, updates every 2 hours until resolved
P3 – Medium

Minimal Impact. Service features partially affected but workaround exists.

Examples:

  • Error with workaround
  • Minor performance degradation
  • Incorrect behavior with minor impact
Within
4 hrs
(Business hours)
Within
2 hrs
(Business hours)
Within 30 min
(24×7)
Typically within 5 business days, daily updates
P4 – Low

Nominal Impact. General enquiries or enhancement requests, no operational impact.

Examples:

  • Usage or configuration questions
  • Documentation clarification
  • Feature request
Within
2 business days
Within
1 business day
Within
1 business day
Resolution time mutually agreed based on topic

Additional Notes
1. Response Time refers to the time between ChainUp’s receipt of a support request and acknowledgment by a support representative.

2. Resolution Time is the target timeframe to restore normal service operation or provide an acceptable workaround; actual resolution time may vary depending on issue complexity.

3. Customers must make appropriate resources available during investigation to facilitate timely recovery, particularly for P1 and P2 incidents.

4. Where applicable, P1 incidents will trigger ChainUp’s Incident Management Process (see Section 4.0) and may include a Post-Incident Review (PIR).
 
 
8.4. Severity Level Determination Criteria (Issue Classification)
Severity Levels are initially assigned by ChainUp Support during ticket triage based on the category and assessed business impact of the issue. The following table outlines the standard mapping between common incident categories and their default severity classifications.
ChainUp may adjust the severity level after impact validation or escalation, in consultation with the Customer, to ensure fair prioritization.
CategoryDescriptionInitial Severity Level
Service DisruptionsUnplanned outages or downtime resulting in full or partial unavailability of core ChainUp Services or hosted applications.P1
Security BreachesConfirmed or suspected unauthorized access, data breach, or critical security vulnerability compromising system or data integrity.P1
Data Loss or CorruptionUnintended deletion, alteration, or corruption of customer or transaction data.P1
Processing FailuresFailures in transaction processing, order execution, trade matching, or delays within trading or settlement gateways.P2 / P3*
Fraudulent ActivityDetection or reporting of fraudulent transactions, identity theft, or suspicious account behaviour requiring investigation.P2 / P3*
Market Data OutagesInterruptions in market-data feeds, pricing streams, or trading interfaces causing incomplete or delayed information.P2 / P3*
Compliance ViolationsBreaches of legal, regulatory, or KYC/AML obligations, including reporting inaccuracies or non-compliance with standards.P2 / P3*
Account Access IssuesEnd-Customer complaints regarding difficulties in accessing their accounts, including login problems, password resets, or account lockouts.P2 / P3*
Third-Party Service FailuresOutages or degraded performance caused by third-party vendors (e.g., payment processors, liquidity or data providers).P2 / P3*
Cybersecurity IncidentsSecurity-related events that do not constitute a confirmed breach but indicate elevated risk or abnormal behavior.P3
System Configuration Support and InquiriesCustomer request for support on backend configuration, inquiries on functionalities needed to maintain its own system.P3 / P4*
Customer Complaints and InquiriesEnd-Customer feedback or complaints regarding any aspect of the fintech service, from usability issues to billing disputes.P3 / P4*

* Severity may vary depending on scale and impact:
• Escalated to P2 if issue affects production services, multiple users, or compliance obligations.
• Retained as P3 / P4 if localized, minor, or informational only.

8.5. Determination and Re-evaluation

1. Initial Classification: ChainUp Support assigns an initial severity during ticket intake based on customer-reported symptoms and impact scope.
2. Verification and Adjustment: The assigned severity may be re-evaluated following diagnosis, impact assessment (see Section 4.3), or customer escalation.
3. Customer Collaboration: Customers are encouraged to provide relevant context (e.g., number of users affected, transaction volume, or regulatory deadlines) to ensure accurate classification.
4. Ongoing Review: Severity levels may be downgraded once mitigation or workaround is in place, or upgraded if the incident expands in scope or risk.

8.6. Dispute on Issue Severity Level
In the event that a Customer disagrees with the initial severity level assigned by ChainUp Support, both parties shall promptly engage in a collaborative review to reassess the impact, scope, and urgency of the issue.

1. The purpose of this process is to ensure that the severity level accurately reflects the true business impact of the incident. Notification: The Customer may request a review of the assigned severity level by providing supporting information, such as affected users, service components, or operational impact.
2. Joint Assessment: ChainUp and the Customer shall jointly investigate and evaluate the issue in good faith to determine whether the initial classification should be maintained, upgraded, or downgraded.
3. Resolution Timeframe: Both parties will make reasonable efforts to reach a mutual written agreement on the confirmed severity level within one (1) business day of the dispute being raised, or within a timeframe agreed upon by both parties.
4. Final Determination: The agreed severity level will govern subsequent response and resolution timeframes under this SLA. In cases where no consensus is reached, ChainUp’s Support Management
Team shall make the final determination based on the documented impact analysis.

This cooperative process is designed to maintain transparency, fairness, and service integrity, while ensuring that incidents are prioritized appropriately in accordance with the terms of this SLA.

8.7. Escalation of Severity Disputes
If a severity-level dispute remains unresolved after the collaborative review process described in Section 8.6, either party may escalate the matter for management review. The escalation shall proceed as follows:

1. Escalation to ChainUp Management: The issue will be referred to ChainUp’s Head of Customer Success (or equivalent authority) for review in coordination with the Customer’s designated representative.
2. Joint Evaluation: Both parties shall provide relevant documentation or evidence to support their position.
3. Final Decision: ChainUp’s Management Team will make the final determination on the severity level based on the available evidence and impact analysis. The outcome will be communicated to the Customer and reflected in the active ticket.

This escalation mechanism ensures timely and impartial resolution of classification disputes, while maintaining continuity of support and adherence to the agreed service-level objectives.

9. Service Reporting and Review (Reserved)
This section is reserved for future development.

ChainUp intends to introduce structured Service Reporting and Review processes to provide Customers with transparency into uptime performance, incident trends, and service-quality metrics. Upon implementation, this section will outline the frequency, format, and scope of such reports, along with the responsibilities of both parties in reviewing performance data.

10. Service Governance and Continuous Improvement
This section outlines ChainUp’s commitment to maintaining robust service governance practices and driving continuous improvement across all aspects of service delivery and customer support. It reinforces ChainUp’s dedication to operational excellence, compliance, and transparent partnership with its Customers.

10.1.Governance Framework
ChainUp’s service governance model is designed to ensure accountability, traceability, and continuous alignment between business objectives and service delivery outcomes.
Key governance elements include:

• Defined Roles and Responsibilities: Clear accountability across Support, Operations, Product, and Engineering teams for incident response, change management, and problem resolution.
• Internal Oversight: Regular internal reviews of SLA adherence, incident performance, and customer feedback to identify systemic improvements.
• Policy Compliance: Alignment with internal policies on Information Security, Business Continuity, and Data Protection to maintain the integrity and confidentiality of customer data.
• Stakeholder Visibility: Management reporting and executive oversight of service performance metrics (where applicable).

10.2.Continuous Improvement Commitment
ChainUp strives for excellence by embedding continuous improvement into its operational framework.
This includes:

1. Post-Incident Reviews (PIRs): Conducting structured reviews after critical incidents to identify root causes and preventive actions.
2. Process Optimization: Refining support processes, escalation protocols, and internal workflows to improve responsiveness and efficiency.
3. Technology Enhancements: Periodic upgrades to infrastructure, monitoring, and automation tools to enhance service resilience and scalability.
4. Customer Feedback Integration: Using insights from customer interactions, satisfaction surveys, and account feedback to refine service strategy and prioritize enhancements.

10.3.Review and Revision of SLA
This SLA is a living document and may be updated periodically to reflect changes in ChainUp’s operational capabilities, service offerings, and customer requirements.

• Notification: ChainUp will communicate material changes to Customers in advance of implementation through official channels.
• Version Control: Each SLA revision will be assigned a version number and effective date for reference.
• Customer Acknowledgment: Continued use of ChainUp Services following the effective date of an updated SLA constitutes acceptance of the revised terms.

10.4.Commitment to Transparency and Partnership
ChainUp values the trust and collaboration of its Customers.

Through disciplined governance, proactive risk management, and continuous service improvement, ChainUp aims to deliver a stable, secure, and evolving service environment that supports Customers’ business success.

11. Effective Date and Version Control
This Service Level Agreement (“SLA”) becomes effective on the date specified below and remains in effect for the duration of the Customer’s active Service Agreement or Subscription with ChainUp, unless superseded or replaced by a revised version issued by ChainUp.

ChainUp maintains version control of this SLA to ensure transparency and traceability of updates. Details ofthe changes are documented in the Document Revision History

REFERRAL TERMS & CONDITIONS
Version. 20250218v1.0

This Terms and Conditions (“Terms”) and the Referral Form/Internal Referral Form (collectively known as
“Appointment”) are collectively deemed as part of the terms and conditions to govern the contractual
relationship between you and CHAINUP. It shall be effective between you and CHAINUP from Effective Start
Date upon your signing and execution of the Referral Form/Internal Referral Form. This Terms does not
require any signing and/or execution.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings: 

“business day” means a day (except Saturday, Sunday, public holidays and unscheduled holidays) on which banks and financial institutions are open for business in Singapore;

“CHAINUP” refers to CHAINUP PTE. LTD. and its affiliates and subsidiaries;

“CHAINUP’s Intellectual Property” refers to the intellectual property used on or in relation to the Products and CHAINUP’s business and the goodwill connected with CHAINUP’s business;

“CHAINUP’s Standard Supply Terms” refers to CHAINUP’s standard supply terms for each and every product supplied by CHAINUP, which may be amended from time to time, if any;

“Commission” refers to the referral fee due to you upon CHAINUP’s receipt of the relevant revenue for a Contract;

“Contract Term” refers to the ‘Contract Term’ indicated in the Referral Form/Internal Referral Form;

“day”, “week”, “month”, “year” refers to that day, week, month, year in accordance with the Gregorian calendar (any “daily”, “weekly”, “monthly”, “yearly”, “annually” shall also be construed accordingly);

“Effective End Date” refers to the “Effective End Date” defined in the Referral Form/Internal Referral Form;

“Effective Start Date” refers to the “Effective Start Date” defined in the Referral Form/Internal Referral Form;

“Appointment” refers to the contractual relationship entered into by you and CHAINUP and/or appointment made under the Referral Form/Internal Referral Form and this Terms;

“Referral Form/Internal Referral Form” refers to a document known as “Referral Form” or “Internal Referral Form” entered and executed by you and CHAINUP, which consist all material terms and specifications of your Appointment from CHAINUP;

“Party”, “Parties” refers to you and/or CHAINUP, collectively and/or respectively;

“payment term” refers to the “Payment terms” agreed by the Parties in the Referral Form/Internal Referral Form;

“Sanctions” any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (i) United States government; (ii) United Nations; (iii) European Union; (iv) United Kingdom; or (v) any respective governmental institutions and agencies of any of the foregoing;

“Products” refers to the “Products” supplied by ChainUp Group as listed and agreed in the Referral Form/Internal Referral Form;

“Software Sales” referring to the sale of software products supplied and offered by ChainUp Group

2. This Terms is to be read and interpreted together with your Referral Form/Internal Referral Form.
3. In this Terms, references to “you” or “your” collectively refer to the signing party to an Referral Form/Internal Referral Form with CHAINUP.
4. Words importing singular include plural and vice versa, words importing any gender include every gender, words importing persons include bodies corporate and unincorporate and references to time shall mean Singapore time.
5. References to Clauses and other provisions herein are references to Clauses and other provisions herein and terms defined herein shall have the same meanings where used throughout your Appointment.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of Referral Form/Internal Referral Form and/or the last update of this Terms and shall include all subordinate legislation made as at the date of Referral Form and/or the last update of this Terms under that statute or statutory provision.
7. A reference to writing or written excludes fax but not email.
8. This Terms may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website.
9. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Referral Form/Internal Referral Form and/or the Specific Terms and Conditions.
10. CHAINUP reserves all rights not expressly granted under your Appointment.
11. Any ambiguity, conflict or inconsistency between the documents comprising the Appointmnent shall be resolved in the following order of precedence: Referral Form/Internal Referral Form, Terms.
12. In the event that the Referral Form/Internal Referral Form does not contain specific provisions governing the subject matter herein, the terms and conditions set forth in this Terms shall govern and control.

Appointment
13. Authority to promote sales. CHAINUP appoints you as its non-exclusive referral agent to promote the sale of the Products on behalf of CHAINUP in accordance to this Terms and the Referral Form/Internal Referral Form, and you, upon execution of the Referral Form/Internal Referral Form, accepts the appointment as well as these Terms. Your Appointment shall only grant you the authority to refer and/or introduce any potential clients to CHAINUP’s internal teams and thereafter handled and contracted directly by CHAINUP.
14. Third party appointment. You shall only associate with, appoint or engage any third party in respect of your Appointment only on the basis of a written contract which imposes on and secures from that person terms equivalent to those imposed on you in these Terms and provided for the written approval by CHAINUP. Notwithstanding with any other terms herein, you shall at all time be fully responsible for the observance and performance by such third party of, and shall be fully liable to CHAINUP for any breach by such third party, whether or not a written contract is entered between you and such third party.
15. Freedom to appoint other intermediaries. CHAINUP shall be free to appoint other persons, firms or companies as its agent, distributor, franchisee or other intermediary for the sale of the Products or otherwise.
16. Freedom to engage in marketing and sales activities. CHAINUP shall be free to advertise, promote or whatsoever market the Products and to make offers or quotations to or negotiate with or sell the Products to any person which is not referred by you and without any obligation to pay any commission to you under your Appointment.
17. Restriction regarding competing services. You shall not, except with CHAINUP’s prior written consent, during the term of this Agreement and for a period of twelve (12) months following the termination or expiry of your Appointment, whether directly or indirectly in any manner whatsoever engage, participate, represent or whatsoever involve in any capacity with any business providing services and/or products which is competitive with CHAINUP’s lines of business or any Products.

Duties and Obligations under Your Appointment
18. You shall only be responsible for making the referral or introduction of potential clients to CHAINUP, but not including any negotiation, bargaining, contract or whatsoever dealing with such potential clients. For the avoidance of doubt, a referral of potential clients shall not include (i) any person or entity that is already a client of CHAINUP; (ii) any person or entity to which CHAINUP is currently or has in the past provided products or services; or (iii) any person or entity with whom CHAINUP is having negotiation, bargain or whatsoever discussions regarding provision of products or services. CHAINUP reserves the sole and absolute discretion to determine the validity of any referral for the purposes of this referral program.
19. Prices of Products and CHAINUP’s Standard Supply Terms. On the basis that you shall only introduce and refer potential clients to CHAINUP, you should not under any circumstances be required to discuss prices for any Products with any potential clients, unless with CHAINUP’s prior written consent. If necessary, you shall also, in the course of dealing with clients and potential clients, bring to their notice CHAINUP’s Standard Supply Terms, which will be incorporated into each sale contract signed between CHAINUP and such relevant client introduced or referred by you.
20. You shall act towards CHAINUP conscientiously and in good faith and not allow its interests to conflict with the duties that it owes to CHAINUP under your Appointment and the general law. You shall not act in a way which will incur any liabilities on behalf of CHAINUP.
21. Compliance with instructions. You shall comply with all reasonable and lawful instructions and/or requests of CHAINUP from time to time concerning the marketing and sale of the Products, and generally shall conduct yourself in such manner as it thinks best to promote the interests of CHAINUP. You shall also comply with all applicable laws in relation to your performance under your Appointment.
22. Promotion of Products. You shall use reasonable endeavours to carry out your obligations and duties in the Territory with all due care and diligence, and shall seek to improve the CHAINUP’s goodwill in the Territory. You shall act in accordance with sound commercial principles in its relations with customers and potential clients (including as to assessing, and where appropriate obtaining independent assessments of, their creditworthiness) and shall do nothing which CHAINUP considers could be prejudicial to its goodwill or commercial interests.
23. Limits on representations regarding Products. You shall not, without CHAINUP’s prior written consent, make or give any representations, warranties or other promises concerning the Products.
24. Offices and facilities. You shall maintain at your own expense appropriate offices and administration facilities and systems as may be reasonably necessary for the effective performance of its duties under your Appointment.
25. Personnel. You shall be solely and exclusively responsible for all employees, representatives or other personnel (“Personnel”) working for you to perform any of your obligations and duties under your Appointment. The Referral Form/Internal Referral Form and/or this Terms shall not under any circumstances create any employment relationship between CHAINUP and the Personnel.
26. Disputes. You shall not without prior reference to CHAINUP (and then only acting strictly on CHAINUP’s express instructions) take part in any dispute or commence or defend in any court or other dispute proceedings on behalf of CHAINUP or settle or attempt to settle or make any admission concerning any such proceedings.
27. Indemnity regarding legal compliance. You shall indemnify CHAINUP against any liabilities incurred as a result of you breaching any law from time to time in force or the incurring of which is otherwise not authorised by CHAINUP under your Appointment.
28. Final approval and pricing. You hereby acknowledge that all Products promoted hereunder will be subject to CHAINUP’s final approval and pricing.
29. You hereby acknowledge and agree that CHAINUP may modify the terms and conditions of this Terms or add or remove terms and conditions at any time. Your continued performance of obligations and duties under your Appointment following such changes constitutes your acceptance of any such modification, additions, or deletions.

Commission
30. Subject to successful referral and introduction of customer to CHAINUP, you shall only be entitled for the Commission based on the general structure and type of sales stipulated and agreed under this Terms and/or the Referral Form/Internal Referral Form unless the Referral Form/Internal Referral Form stated otherwise. For the avoidance of doubt, the Commission shall be based on actual receivables net of any applicable duties or tax, including but not limited to any withholding taxes, shipping taxes, custom duties, import taxes, value added tax and/or goods and services tax that may be applicable. The Commission payable to you shall also be inclusive of any applicable duties or tax, including but not limited to any withholding taxes, shipping taxes, custom duties, import taxes, value added tax and/or goods and services tax applicable. CHAINUP reserves all right to withhold any portion of the Commission for the tax purpose, if such is required by any law or regulation.
31. The relevant commission shall be payable to the Referral Agent only if the Referral Form/Internal Referral Form has been fully executed before the contracts with the customer are fully executed.
32. CHAINUP shall pay you the Commission at the rate and payment term to your designated bank account or digital wallet address in accordance to Referral Form/Internal Referral Form.
33. Currency of Commission. Unless stated otherwise in writing, Commission shall be paid to the you in the same currency in which the relevant revenue is received from the relevant clients.
34. Software Sales. Commission paid for Software Sales shall be based on its total payment collection of the fee of such software product during the first year only. It shall not be applicable for any type of professional service fees, including but not limited to any one-time installation fees, one-time customization fee, training fee, operation and maintenance fee and premium support. It shall also not be applicable for the annual recurring fee of renewal and any subsequent years after first year, regardless of the total duration of subscription term.
35. You shall receive commission for one Type of Sales only which is mutually exclusive. CHAINU Preserve its ultimate and absolute rights to interpret and determine the type of sales.
36.

Indemnification
37. Nothing in your Appointment shall operate to exclude or limit any Party’s liability as follows:
37.1 for such Party’s fraud, gross negligence, wilful misconduct, or fraudulent misrepresentation;
37.2 for death or personal injury resulting from that Party’s negligence;
37.3 to pay any monetary amounts due under your Appointment; or
37.4 to the extent that it cannot be lawfully excluded or limited, and each of the following provisions of Indemnification Clause is subject to this Clause.
38. You hereby indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against:
38.1 Any losses, damages, dispute, claim, whatsoever liabilities that is caused by you and/or your representatives;
38.2 Any loss of profits, loss of goodwill (or any other damage to reputation), loss of revenue, loss of business, loss of contracts, loss of anticipated savings, business interruption, loss of opportunity, loss of bargain or lost or corrupted data incurred in all cases, whether directly or indirectly;
38.3 Any liabilities, whether directly or indirectly, incurred, caused or in connection to any third-party client of and/or party entered into an agreement with you, for any implied or express obligations and/or terms and condition as agreed under your Appointment and/or its relevant activities;
38.4 All claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, arising from its aforementioned responsibility to comply with all applicable laws; and
38.5 All claims, suits and actions brought against CHAINUP by third party due to your breach, failure to perform obligation under your Appointment or any other laws and regulations, and all resulting liabilities, damages, losses and costs awarded by a court or tribunal or included as part of a final settlement (in addition to reasonable attorney’s fees and disbursements), arising from or relating to your breach of the terms and conditions of your Appointment, the service and/or product and/or violation of any applicable laws or regulations.
39. You shall bear the sole and exclusive responsibility to comply with all applicable laws in relation to your Appointment, failing which,(i) you shall bear full responsibility arising therefrom and indemnify CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees, and any other expenses whatsoever, whether criminal, civil, or commercial in nature, arising from your aforementioned responsibility to comply with all applicable local laws, (ii) CHAINUP is entitled to terminate such contractual relationship with you immediately without prior notice, and (iii) you shall compensate CHAINUP for any losses suffered therefrom.
 
Limitation of Liability
40. With the exception of mandatory laws to the contrary, you agree that:
40.1 Under no circumstances can CHAINUP be liable for the reparation of any special, consequential or indirect losses of or punitive damages caused, contributed or affected by you. CHAINUP shall only be liable provided for its own gross negligence and wilful misconduct; and
40.2 All claims are time-barred if not made within one year following the date the claim arose or the date the Party claiming ought reasonable to have been aware of the claim.
 
Intellectual Property
41. You acknowledge that CHAINUP’s rights to the Intellectual Property used in connection with the Appointment and CHAINUP’s Products, business and all the goodwill connected with CHAINUP’s Intellectual Property are CHAINUP’s sole and exclusive property.
42. Limited licence to use CHAINUP’s Intellectual Property. You hereby agree and accept that:
42.1 You are only permitted to use CHAINUP’s Intellectual Property for the purposes of and during the term of your Appointment or otherwise in writing;
42.2 Other than to that extent, you shall have no right to use or to allow others to use CHAINUP’s Intellectual Property or any part of it. You shall not seek to register any CHAINUP’s Intellectual Property on behalf of CHAINUP without CHAINUP’s express consent;
42.3 You shall not use any trademarks, trade names or get-up which resemble CHAINUP’s trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;
42.4 You shall not remove or alter any trademarks, trade names, or logos used in connection with the
Products and shall not use any trademark or trade name of its own in connection with the Products;
42.5 You shall not to crack, reverse engineer, decompile or disassemble any Intellectual Property provided by CHAINUP;
42.6 You shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with CHAINUP’s Intellectual Property; and
42.7 You shall make a statement in any advertising material and promotional literature produced by or for it in connection with the Products as to the ownership of any relevant CHAINUP’s Intellectual Property used or referred to therein.
 
Confidentiality
43. “Confidential Information” including but not limited to:
43.1 Information about the existence and content of the expected transactions under your Appointment; and
43.2 All exclusive, confidential, non-public technical and commercial information disclosed by CHAINUP (“Disclosing Party”) to you (“Receiving Party”), including but not limited to:
43.2.1 any technical information such as R&D design, service or product design concepts/ideas, source code, object code, software documentation, products and specifications, data, models, samples, drafts and product test results disclosed by the
Disclosing Party to the Receiving Party or its employees before or after signing of the Referral Form;
43.2.2 business information, such as marketing requirements and strategies, product plans and prices, client list, direction of business development, others involving in the management and operation systems and processes;
43.2.3 any information of the other Party and/or its related party, obtained under your Appointment, and any information, software, data and other information data obtained under your Appointment; and
43.2.4 other information disclosed by the Disclosing Party to the Receiving Party and subject to confidentiality obligations to third parties (whether such information is written, oral, graphic, Internet or any other form of disclosure).
44. Confidential Information does not include the following:
44.1 information received from third party without confidentiality obligation;
44.2 information that must be disclosed according to court orders or requirements of governments or local authorities with
jurisdiction; or
44.3 information disclosed to relevant government departments, intermediary agencies, and the public in accordance with relevant national laws and regulations.
45. Parties shall ensure the confidentiality of the documents, material, any Confidential Information including but not limited to the source code and/or object code licensed hereunder, and Confidential Information obtained from the other Party under your Appointment, which cannot be obtained from any public channel. The Receiving Party shall undertake the following obligations to the Disclosing Party:
45.1 to apply the same security measures and degree of care, but no less than reasonable care, to the Confidential Information as the Receiving Party applies with respect to such information of its own that it does not desire to disclose, publish or disseminate, which the Receiving Party warrants as providing adequate protection from unauthorized disclosure, copying or use;
45.2 to promptly notify the Disclosing Party of any unauthorized release, disclosure or access to the Confidential Information or
any part thereof;
45.3 will never disclose Confidential Information to any third party;
45.4 to prevent Confidential Information from being leaked or stolen;
45.5 to take adequate remedial measures and notify Disclosing Party without delay when a leak or steal occurred or is likely to occur;
45.6 to take measures to prevent Confidential Information from becoming publicly accessible and notify Disclosing Party without delay when the authority requests for disclosure;
45.7 only disclose, for the purpose of your Appointment, confidential information to the personnel of Receiving Party who have a need to know such Confidential Information to perform activities contemplated under your Appointment, who has entered into a confidentiality agreement with the Receiving Party, under which confidentiality obligations equivalent to the provisions hereunder, to the extent necessary and in the form necessary, and guarantee that such personnel comply with confidentiality obligations under this Confidentiality Clause; and
45.8 at the request of Disclosing Party, return or destroy the Confidential Information as required by the Disclosing Party and issue a written statement to the Disclosing Party recording the fact of return or destruction.
46. , Receiving Party shall obtain the written consent of the Disclosing Party before any Confidential
Information can be disclosed.
47. If the Receiving Party breaches its confidentiality obligation, such Party shall be liable for breach of this Appointment (including but not limited to the attorney’s fee, arbitration fee, travel fee, evaluation fee, printing fee, and audit fee for investigating liabilities for breach of your Appointment). Parties acknowledge that damages may not be an adequate remedy for the breach of any of the confidentiality
provisions hereunder. Accordingly, without prejudice to any other rights and remedies it may have, the observant Party shall be entitled to seek the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the confidentiality provisions.
48. CHAINUP may outsource its obligations under your Appointment to any third party and CHAINUP is allowed to disclose any relevant and necessary Confidential information to the third party for the purpose of such outsourcing services engaged.
 
Contract Term and Termination
49. Your Appointment shall become effective for a period of Contract Term, from the Effective Start Date until Effective End Date, unless terminated earlier in accordance to the law or this Terms. Your Appointment shall automatically terminate upon expiry of such Contract Term without any prior notice required.
50. You hereby agree and acknowledge that CHAINUP is entitled to terminate your Appointment unilaterally at any time before the expiry of the Contract Term, if CHAINUP provides a 14 days prior notice to you.
51. Termination for material breach. Either party may immediately terminate your Appointment if the other Party commits a material breach under your Appointment, provided that the breach:
51.1 is not capable of remedy; or
51.2 if capable of remedy, is not remedied to the non-breaching party’s reasonable satisfaction within thirty (30) days of service of a notice requesting such remedy.
52. Termination for Insolvency Event. Either Party may terminate the Appointment if the other Party:
52.1 becomes insolvent or is unable to meet its debts;
52.2 a petition for an administration order is filed at any court;
52.3 or goes into liquidation whether voluntarily (save for the purpose of permitted amalgamation or reconstruction) or compulsorily;
52.4 seeks re-organisation or to effect a plan or other arrangements with creditors;
52.5 applies for, consents to, acquiesces in the appointment of any receiver or trustee for all or a substantial part of its property; or
52.6 passes a resolution for its winding up or a court of competent jurisdiction makes an order for its winding up which is not dismissed within seven (7) days.
(collectively “Insolvency Event”)
53. Without limiting any other right set out under this Terms, CHAINUP may at any time terminate the contractual relationship with you or suspend the provision of the service and/or product if:
53.1 You do anything that CHAINUP reasonably considers has given rise to, or is likely to give rise to, a material risk that CHAINUP might not be able to comply with any applicable law;
53.2 CHAINUP reasonably believes this is necessary to protect the security or integrity of the service and/or product;
53.3 You do anything that materially damages the reputation or brand of CHAINUP;
53.4 You harm or misuse the service and/or product or bring the service and/or product into disrepute;
53.5 there is a change in control in your organisation, including but not limited to by way of merger and acquisition, wherein in relation to an entity which is controlled by a person, that person ceasing to do so, or any other person acquiring control of it where the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interest of the entity and/or the possession directly or indirectly, of the power to direct or cause the direction of the management or policies of the entity, whether through the ability to exercise
voting power, by contract or otherwise; or
53.6 in any other circumstances prescribed by laws or where in CHAINUP’s sole discretion, the ongoing provision of the service and/or product is unable to comply with the relevant laws at that point of time. Termination of contractual relationship and suspension and/or termination of CHAINUP’s obligations and provision of the service and/or product as a result of such regulation prescribed by law shall not be deemed as a breach of contract by CHAINUP.
54. Except stated otherwise in your Appointment, any termination of your Appointment does not affect:
54.1 either Party’s rights in respect of any breach of your Appointment occurring before such termination;
54.2 either Party’s liabilities incurred prior to such termination;
54.3 Your obligation to pay sums due to CHAINUP which have accrued and payable prior to the date of termination; and/or
54.4 the obligations of the Parties to perform any other act under your Appointment which was due before such termination.
55. As part of CHAINUP’s due diligence, you hereby agree that you shall cooperate with CHAINUP to conduct its internal compliance policy (“KYC”) on you. CHAINUP hereby reserve the right to suspend, rescind or terminate the contractual relationship with you unilaterally with immediate effect and without any liability in the event you have failed the KYC requirement in accordance to CHAINUP’s internal compliance policy.
56. Upon termination the contractual relationship between you and CHAINUP, you shall (i) have no right to use and access the service and/or product; (ii) settle and pay all outstanding payment and/or liquidated damages (if any) due and payable to CHAINUP within five (5) Business Days failing which, without prejudice to any other clauses and provisions, CHAINUP is entitled to collect such outstanding payment by automatic deduction from the Assets without your consent ; and (iii) have no right to any refund for any payment that have been made to CHAINUP unless such termination is resulted from a breach of CHAINUP. Upon such termination, CHAINUP shall no longer have the obligation to provide the service and/or product.
57. Termination of our contractual relationship shall not bring to an end to any clauses and provisions which by their nature are intended to survive termination or expiry of your Appointment.
 
Compliance with Law and Ethics
58. Parties shall comply with all applicable laws in performing its respective obligations under your Appointment and shall have in place an appropriate code of ethics that commits each Party to working in an ethical manner regarding the avoidance of fraud and corrupt practices, combatting slavery and human trafficking, recognising employee rights and protecting the environment.
59. Parties shall comply the Prevention of Corruption Act 1960 and use all reasonable endeavours to ensure that respective personnel, subcontractors and all others associated with Parties involved in performing services for or on behalf of or otherwise involved with this contractual relationship so comply.
60. Aforementioned commercial bribery conducted by any personnel of either Party shall be deemed as the Party’s act. If a Party violates this regulation, the observant Party may stop all cooperation with the delinquent Party and have the right to terminate your Appointment, take measures such as pausing delivery and service, freezing all accounts payable against the delinquent Party according to law. If the observant Party suffers from the commercial bribery of the delinquent Party, the delinquent Party shall bear the relevant losses.
 
Restrictions
61. In response to the policies of various countries and regions around the world, CHAINUP does not provide services or products to users in the following non-exhaustive countries and regions, as at the Effective Date: Iraq, Cuba, Iran, North Korea, Sudan, Syria, Guam, Bangladesh, Ecuador, Mainland China, Kyrgyzstan and Mariana Islands, and any other provided in the Sanctions (“Prohibited Countries”).
62. You hereby acknowledge that the above list of Prohibited Countries is not exhaustive and shall always be pegged to and updated according to the relevant policy changes automatically. You shall use commercially reasonable endeavours to ensure that services through the service and/or products are not provided to users in any prohibited countries. You further acknowledge that if you apply the system developed by CHAINUP to provide services to end-users in any prohibited countries and regions, CHAINUP shall not be liable for all legal consequences including but not limited to civil, criminal and administrative. You shall solely and exclusively comply with any such policy, regulation and law of the relevant jurisdiction, in connection with your own business or any commercial activity.
63. You also acknowledge that in the event there is any such breach, violation or infringement of any policy, regulation or law of any jurisdiction, you shall indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, directly or indirectly, arising from the aforementioned responsibility to comply with all applicable laws.
64. You acknowledge that CHAINUP is providing the service and/or product merely on the nature of technical service provider and in the event that there is any uncertainty or ambiguous to any relevant policy and/or list of Prohibited Countries and/or legal concerns, you shall obtain legal advice from your legal professionals that are licensed to practice law in the jurisdictions and/or area of law where you may be concerned with.
65. In order to realize the restrictions of the above countries and regions, CHAINUP may be performing the following (but shall not be limited to at any point of time) in relation to the service and/or product:
65.1 restrict the relevant country/region codes to prevent new users whose mobile numbers belong to the Prohibited Countries to register for accounts; and/or
65.2 carry out basic phone number verification for all your end-users for the purposes of preventing end-users from Prohibited Countries to use the relevant services. However, you shall remain solely and exclusively responsible for performing all KYC requirements under the applicable laws.
 
Notices
66. Any notice, communication and/or information to be given in connection with your Appointment (each, a “Notice”):
66.1 must be in writing in English;
66.2 must be addressed to the Party to whom it is to be given (“Addressee”) at the address or e-mail address set out in the Referral Form or to any other address or e-mail address as notified by the Addressee for the purposes of this clause;
66.3 must be either:
66.3.1 delivered by hand or sent by pre-paid registered post (by registered airmail in the case of international service) to the Addressee; or
66.3.2 sent by e-mail to the Addressee’s e-mail address; and
66.3.3 is deemed to be received by the Addressee in accordance with this Notice Clause.
67. A Notice sent according to this Notice Clause shall be deemed to have been received:
67.1 if delivered by hand, at the time of delivery;
67.2 if sent by pre-paid registered post, on the second Business Day after the date of posting (or if sent by registered airmail, on the sixth Business Day after the date of posting); or
67.3 if sent by e-mail, at the time of receipt into the recipient’s electronic mail server, except that if a Notice is received on a day which is not a Business Day or is after 5.30 p.m. (Addressee’s time) on a Business Day, it shall be deemed to have been received at 9:30 a.m. (Addressee’s time) on the following Business Day.
68. If either Party changes its mailing address or contact information, it shall notify the other Party in writing on the day of the change, otherwise the original contact information provided in the Referral Form shall prevail. If either Party violates the foregoing provisions, unless otherwise provided by law, the changing Party shall be liable for the resulting effects and losses.
 
Force Majeure
69. “Force Majeure” means:
69.1 In relation to either Party, any circumstances and conditions render it non-performance or delay in performance under your Appointment, including but without limitation to acts of God, flood, fire, storms, droughts, typhoons, earthquakes, and social events such as war (whether declared or not), turmoil, strikes, government actions, policies or laws, and any other circumstances of similar nature which is directly or indirectly beyond the control of the parties under your Appointment, unforeseeable and unavoidable; and
69.2 Any circumstance and conditions directly or indirectly affected, contributed and/or caused by Clause (i) above, including but without limitation to hacking (eg. DDoS attacks), equipment failures, network failures, service failures caused by power outages of cloud service providers, management failures, or digital currency damage/loss caused by and not limited to viruses and bugs, and any other circumstances of similar nature.
70. If either Party is affected by Force Majeure, it shall forthwith notify the other Party in writing within three (3) Business Days after occurrence of the Force Majeure event and shall within fourteen (14) Business Days thereafter, provide the other Party with written proof causing the failure or delay in performance of obligations in whole or in part under your Appointment.
71. Neither Party shall be deemed to be in breach of your Appointment, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations to the extent that such delay or non-performance is due to any Force Majeure, and the time for performance of that obligation shall be suspended and extended accordingly.
72. If the Force Majeure in question prevails for a continuous period in excess of three (3) months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or the agreeing upon such alternative arrangements as may be fair and reasonable to minimize possible losses. After the Force Majeure situation or event has disappeared, both Parties shall continue to perform respective obligations under your Appointment within a reasonable agreed time.
 
Governing Law and Dispute Resolution
73. Both Parties agree that the Appointment shall be governed by and construed in accordance with the laws of Singapore, excluding conflict of laws.
74. Any dispute arising from and relating to your Appointment shall be settled by both parties with negotiation. The parties agree to first attempt to resolve the matter through direct discussions between the senior management. If both parties are still unable to reach an agreement, each party shall promptly designate a stakeholder with decision making authority to engage in these discussions in good faith in an effort to resolve the dispute amicably.
75. If the negotiation fails or Parties fail to negotiate within thirty (30) days, such dispute, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance to Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. Such arbitration award shall be a final ruling and is legally binding the Parties. The losing party shall pay the winning party’s attorney fees, arbitration fees, travel expenses and other rights protection expenses arising from such arbitration.
 
Miscellaneous
76. ENTIRE AGREEMENT. This Terms, the Specific Terms and Conditions and your relevant Referral Form contain the whole agreement between you and CHAINUP relating to the subject matter stated in the Referral Form and supersede all prior agreements, arrangements and understandings between the
parties relating to that subject matter.
77. BINDING EFFECT. This Terms, the Specific Terms and Conditions and the Referral Form shall be binding upon the Parties and its permitted legal assigns and successors in title by operation of law or otherwise.
78. VARIATION. No variation of your Appointment shall be effective unless it is in writing and signed by the Parties (including respective authorised representatives).
79. SEVERANCE. Illegality, invalidity or unenforceability of any provision in your Appointment under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction and the legality, validity or enforceability of other provisions of your Appointment
80. ASSIGNMENT. You shall not assign any of its rights under your Appointment without the prior consent of CHAINUP. Your Appointment shall apply to, and be binding in all respects upon, and inure to the benefit of the permitted legal assigns and successors in title by operation of law or otherwise.
81. THIRD-PARTY RIGHTS. A person who is not a party to your Appointment shall not have any right under Contracts (Rights of Third Parties) Act 2001 to enforce any term under your Appointment, but it does not affect any right or remedy of a third party which exists or available apart from that Act.
82. REMEDIES. No remedy conferred by any of the provisions under your Appointment is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.
83. WAIVER. Any Party fails to exercise or delay the exercise of any right or remedy hereunder shall not be deemed a waiver of rights or remedies by any Party. No separate or partial exercise of rights or remedies can prevent exercise of further or other rights or remedies, or to prevent other exercise of the rights or remedies.
84. FURTHER ASSURANCE. Parties agree to do everything reasonably necessary at its own expenses to give effect to your Appointment and any transactions contemplated by it including but not limited to the execution of documents, and to use all reasonable endeavours to cause relevant third parties to do likewise.
85. NO PARTNERSHIP OR AGENCY. Nothing in your Appointment is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

Product Terms

SOFTWARE-AS-A-SERVICE (“SaaS”) / (“SaaS+”)
Version. 20251003 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the SOFTWARE-ASA-SERVICE (“SaaS”) / (“SaaS+”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings: 

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Copy Trading” refers to an automated or semi-automated trading functionality provided by the platform whereby a user (“Copy User” or “Follower”) authorises the system to replicate, in whole or in part, the trading actions or strategies of another user or trader (“Lead Trader” or “Key Opinion Leader” / “KOL”) in the Copy User’s account, based on parameters such as trade size, leverage, asset type, margin mode, or risk ratio.

Copy Trading may involve the automatic execution of buy, sell, open, close, stop-loss, or take-profit orders in the Copy User’s account in accordance with the actions initiated by the Lead Trader, subject to system rules, market conditions, and the Copy User’s account balance, margin, and settings.

The Copy User retains full legal ownership of all assets and positions executed in their account and remains solely responsible for all profits, losses, fees, and risks arising from such replicated trades. Copy Trading does not constitute portfolio management, investment advice, or a fiduciary relationship between the Service Provider, the KOL, and the Copy User.

“Copy Trading System” refers to the system that provides for Copy Trading;

“Copy User” refers to your end users who use the Copy Trading function;

“product” refers to the product and/or software (and its specification) in relation to the SaaS or SaaS+ service and/or product in accordance to the Order Form, if any;

“service” refers to the associated service in relation to the SaaS or SaaS+ product in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continue access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form
5. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days. The start of the service shall be the merchant account creation date.
6. Unless stated otherwise under your Purchase, your Purchase shall only consist five (5) VPN account access for the merchant backend system of the service and/or product. Additional charge may be required for additional VPN account.
7. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
8. Any other additional service fee such as KYC, SMS gateway charges, email or whatsoever communication incurred shall be borne by you.
9. CHAINUP shall automatically deduct Technical Service Fee, in accordance to the agreed Order Form, from Your admin balance account in the exchange backend within twenty one (21) days from the date of applicable transactions. You understand and agree that such fees, upon deduction, are non-refundable.
10. You hereby agree to bear and pay the applicable upstream hedging handling fees imposed by the upstream liquidity providers in connection with trades executed on the BTC/USDT and ETH/USDT trading pairs. Such fees shall be incurred on each successful transaction conducted by the Your end-users on Your exchange platform. CHAINUP reserves the right to revise the applicable hedging
handling fees at its sole discretion, to reflect any changes made by the upstream liquidity providers.
11. The product may offer you the opportunity to purchase additional functions and/or features from within the application (“System Backend Purchase”). CHAINUP shall deduct the price of the System Backend Purchase from your admin balance account within twenty one (21) days of activation. The said charges will be reflected as a transaction and also in the monthly invoice.
 
Service
12. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
13. During the provision of service:
13.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
13.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
13.3 CHAINUP will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
13.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you; or
(ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.
14. Upon completion of such Provision Period as stipulated above, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the service (“Deemed Acceptance”).
15. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. CHAINUP is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance. 
16. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
17. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
18. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.
 

Copy Trading
19. The Parties acknowledge and agree that the performance of copy trading is subject to execution risks, market volatility, system parameters, and user-specific account configurations. As such, outcomes between the Key Opinion Leader (“KOL”) and the Copy User may diverge materially. The following scenarios may lead to profits for the KOL and losses for the Copy User, or otherwise cause differences in trading results.

20. Without prejudice to the generality of the foregoing, the Copy Trading System may fail to execute, or may execute only partially, any copy orders in the following circumstances:
(a) Insufficient Margin – The available margin in the Copy User’s account is insufficient to support the replicated trade;
(b) Limit / IOC Orders Not Fully Filled – Where the KOL uses limit price orders, limit-price stop-profit or stop-loss orders, or
Immediate-Or-Cancel (“IOC”) orders that are not fully executed, no corresponding copy order shall be generated or completed;(c) Partial Fills with Auto-Cancellation – Where an IOC or limit order is partially filled and the remainder cancelled, the Copy User’s replicated order may likewise be partial or omitted;
(d) Excessive Price Slippage – Where market slippage exceeds the maximum permissible deviation under platform rules, the order shall not be executed;
(e) Below Minimum Quantity – Where the resultant quantity is below the platform’s minimum order size;
(f) Exceeds Maximum Quantity – Where the resultant quantity exceeds the platform’s maximum order size per contract;
(g) Leverage / Position Limits – Where execution would breach the Copy User’s maximum leverage or position limit;
(h) Order Count Limit – Where cumulative open orders plus positions would exceed platform order limits;
(i) Incompatible Margin Modes – Where the KOL’s margin mode differs from that of the Copy User, rendering replication impracticable.
21. Even where copy trades are successfully executed, disparities may occur, including but not limited to:
(a) Different Leverage or Margin Models – Leading to earlier liquidation for the Copy User;
(b) Average Price Variances – Due to asynchronous execution timing or partial fills;
(c) IOC Deviation – Resulting in differing opening prices;
(d) Partial Fills – Producing smaller exposure and different average cost compared to the KOL.
22. Additional differences may arise at closing, including:
(a) Early Exit by Copy User – Manual closure or trigger based stop-loss/take-profit preceding the KOL’s exit;
(b) Slippage – Causing divergence between the Copy User’s and KOL’s average closing prices.
23. Risk Disclosure
(a) The Copy User expressly acknowledges that copy trading is not a guarantee of identical results or profits and may lead to losses, including total loss of invested capital;
(b) the Copy User further acknowledges that the KOL’s past performance is not indicative of future results, and that variations in execution, margin availability, leverage, price feeds, latency, or system functionality may materially impact returns;
(c) the Copy User affirms sole responsibility for monitoring account performance, risk tolerance, and margin sufficiency, and undertakes all copy trades at their own risk.
24. Limitation of Liability
(a) To the maximum extent permitted by applicable law, ChainUp nor the KOL shall be liable for any loss, damage, cost, or expense (including loss of profits, trading losses, slippage, execution delays, system errors, or differences in trade outcomes) arising from or in connection with the use of the copy trading feature or any of the scenarios set out herein.
(b) The Copy User acknowledges that such variations are inherent to market operations and technical execution and hereby irrevocably waives any claim against the Service Provider or KOL for any discrepancy, failed replication, or resultant financial loss.
(c) Nothing in this clause shall limit liability for fraud, wilful misconduct, or any other liability which cannot be excluded by law. 
25. The Copy User confirms that they have read, understood, and accepted the risks and limitations of the copy trading system and voluntarily elect to use such service in full awareness of the potential discrepancies described herein.
 
Assets
26. The following Terms and Conditions under the heading of “Assets” shall only be applicable for SaaS product. For avoidance of doubt, in the event you have purchased SaaS+ product together with any Custody service, you shall refer to the respective Specific Terms and Conditions for that Custody service.
27. CHAINUP is responsible to safeguard your Assets which are custodised with CHAINUP with reasonable industry standards. For the avoidance of doubt, the title of any such Assets provided being held and custodised with CHAINUP shall remain vested with you and/or its respective rightsholder and do not become the property of CHAINUP.
28. You hereby acknowledge that your Assets are secured in a shared blockchain address and that its interest in such Assets may not be identifiable by specific individualized specific coins, tokens or cryptocurrency unit or specific transaction history, blockchain address or private key or any form of physical documentation or electronic records. CHAINUP is to maintain records of your interest in such Assets regardless of the manner of which the Assets being secured.
29. In the event of termination or expiry of your Purchase (whichever is applicable), you shall provide CHAINUP clear and accurate instructions in writing to enable CHAINUP to return all your Assets provided to and custodised with CHAINUP back to you within fourteen (14) business days after the termination or expiry date provided that there is no outstanding payment owed by you to CHAINUP and excluding identified Assets which are suspended/freezed in accordance within the applicable laws and regulations.
30. CHAINUP does not bear any responsibility in the event that such instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
31. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
32. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, wilful misconduct or fraud.
 
3rd Party Providers Subscriptions and/or Services
33. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.
34. The following is a non-exhaustive list of 3rd party providers specific requirements:
34.1 Apple AppStore Listing: You are responsible to register an apple developer account prior to iOS App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Apple’s developer general and country-specific policies. Failure to conform to Apple’s developer policies may result in barring of your iOS App listing onto AppStore, including but not limited to suspension / termination of your apple developer account.
34.2 Google PlayStore Listing: You are responsible to register a Google developer account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Google’s developer program policies. Failure to conform to Google’s developer program policies may result in barring of your Android App listing onto PlayStore, including but not limited to suspension /
termination of your Google developer account.
34.3 Huawei AppGallery: You are responsible to register a Huawei ID prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Huawei developer policies. Failure to conform to Huawei’s developer program policies may result in barring of your Android App listing onto AppGallery, including but not limited to suspension / termination of your Huawei ID account.
34.4 Xiaomi GetApps: You are responsible to register a Xiaomi Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Xiaomi Mi App Mall developer and distribution agreements. Failure to conform to Xiaomi’s policies may result in barring of your Android App listing onto GetApps, including but not limited to suspension / termination of your Xiaomi Account.
34.5 Samsung Galaxy Store: You are responsible to register a Samsung Commercial Seller Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Samsung App developer and distribution agreements. Failure to conform to Samsung’s policies may result in barring of your Android App listing onto Galaxy Store, including but not limited to
suspension / termination of your Samsung Account.
34.6 CMC Market Listing: Where applicable, paid or otherwise, CHAINUP support to you is limited to the capacity as a product provider in furnishing details to aid in your CMC Marketing Listing application progress. You are responsible to apply and pay any applicable fees to CMC for market listing applications. Site optimization services paid to CHAINUP is non-refundable, non-transferrable. You understand that application status outcome is subjected to CMC review and decision, and CHAINUP is not able to affect the decision made by CMC.
35. ChainUp shall have no liability or whatsoever responsibility and provide no guarantee in respect of the outcome and/or result of including but not limited to the listing at any of the platforms, CMC Market Listing or onramp/offramp revision on support for fiat currencies. Any outcome and/or result of the same is subject to the policy of the applicable platform which ChainUp has no control over. ChainUp’s obligation herein shall be deemed completed upon the required configuration as requested by You as stipulated in the Order Form.
 
Representation and Warranty
36. By signing and executing an Order Form, you represent and warrant that:
36.1 you have the rights to receive any Assets deposited by end-user through the service and/or product; and
36.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;
 
Lien and Set-Off
37. The following Terms and Conditions under the heading of “Lien and Set-Off” shall only applicable for SaaS product. For avoidance of doubt, in the event you have purchased SaaS+ product together with any Custody service, you shall refer to the respective Specific Terms and Conditions for that Custody service.
38. Lien
38.1 CHAINUP has the right of general lien over your Assets that is held by CHAINUP (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to CHAINUP in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and
38.2 CHAINUP may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.
39. Set-Off
39.1 CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).
40. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to
which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.
 
Consequences Of Termination
41. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding accounts of your end-user in the service and/or product, including but not limited to:
41.1 announce and/or to inform your end-user of such termination of service and/or product;
41.2 make arrangement or alternatives for your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
41.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
41.4 any other actions that you shall carry out and/or comply to make sure interest of your enduser is protected.
42. CHAINUP shall not be liable for any failure, delay or non compliance incurred by you to your endusers during such termination.
43. You acknowledge and warrant that you have the right or have obtained your user’s authorization to transfer the user assets stored on CHAINUP’s servers to your server provider or designated wallet address. Accordingly, you agree that CHAINUP shall not be liable for any or all subsequent liabilities related to end users’ assets. Further, CHAINUP shall not be liable in the event there are any in incorrect transfers of the end users’ assets initiated by you.
44. CHAINUP shall complete the transfer of any balance assets (yours or users) within 14 working days from the effective date of termination of the Purchase to your system back end (“Administrator Account”).
45. Once the user assets have been successfully transferred to the Administrator Account, CHAINUP shall inform you accordingly. You shall withdraw such user assets from the Administrator Account within three (3) working days. Accordingly, once the prescribed period of time has been surpassed, CHAINUP shall be deemed to have completed the delivery of all user assets. CHAINUP shall not be liable for any or all subsequent liabilities related to the users’ assets. Further, CHAINUP shall not be liable in the event there are any in incorrect transfers of the users’ assets initiated by you. You shall be solely and exclusively responsible for any or all subsequent liabilities related to its end users’ assets.
46. In the event you fail to withdraw such user assets within 3 working days, You agree and acknowledge that CHAINUP shall charge you 0.02% of the assets each day (“Management Period”) as a management fee thereafter until the transfer of user assets is completed.
 
We are working on it
Please contact our legal team for details: [email protected]
SPECIFIC TERMS & CONDITIONS – DEX SAAS
Version. 20241219v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the DECENTRALIZED EXCHANGE – SOFTWARE-AS-A-SERVICE (“DEX SaaS”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings: 

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Coin Pairing” refers to the functionality enabling the trading of specific cryptocurrency pairs as supported on Web3 Wallet;

“Coin Swap” refers to the functionality enabling direct token-to-token swapping of specific cryptocurrency as supported on Web3 Wallet;

“DEX SaaS” refers to the decentralized exchange software platform provided as a service, including software, APIs, and hosting infrastructure;

“DEX Wallet” refers to the Web3 Wallet service for holding crypto assets;

“product” refers to the product and/or software (and its specification) in relation to the DEX SaaS service and/or product in accordance to the Order Form, if any;

“service” refers to the associated service in relation to the DEX SaaS product in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form.
5. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days.
6. Unless stated otherwise under your Purchase, if you are a first-time customer of CHAINUP’s DEX SaaS, your Purchase shall consist of one (1) VPN account access for the merchant backend system of the service and/or product. For the avoidance of doubt, existing CHAINUP CEX SaaS customers shall use their existing VPN account and will not be given additional VPN account access.
7. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
8. Any other additional service fee incurred, if applicable, shall be borne by you.
9. CHAINUP shall automatically deduct Technical Service Fee, in accordance to the agreed Order Form, from Your admin balance account in the exchange backend within twenty one (21) days from the date of applicable transactions. For the avoidance of doubt, the Technical Service Fee shall be allocated as follows: eighty percent (80%) to you and twenty percent (20%) to CHAINUP. You understand and agree that such fees, upon deduction, are non-refundable.
10. The product may offer you the opportunity to purchase additional functions and/or features from within the application (“System Backend Purchase”). CHAINUP shall deduct the price of the System Backend Purchase from your admin balance account within twenty-one (21) days of activation. The said charges will be reflected as a transaction and also in the monthly invoice.

Service
11. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
12. During the provision of service:
12.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
12.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
12.3 CHAINUP will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
12.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you;
or
(ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.
13. Upon completion of such Provision Period as stipulated in Clause 12.4, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the provision of the service (“Deemed Acceptance”).
14. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. CHAINUP is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
15. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
16. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
17. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.
 
Assets
18. The following Terms and Conditions shall only be applicable for DEX SaaS product. For avoidance of doubt, in the event you have purchased DEX product together with the Web3 Wallet, the Specific Terms and Conditions for Web3 Wallet shall apply in addition to this Terms and Conditions.
19. The CHAINUP DEX SaaS is non-custodial and do not take possession or control of your Assets. You are solely responsible for the safekeeping of the private keys to the digital wallets you use, and you should never share your wallet credentials or recovery seed phrase with anyone. For the avoidance of doubt, CHAINUP is not liable for any loss or damage resulting from your use of a wallet, and makes no guarantee about how the applicable platform will interact with any particular wallet. Additionally, CHAINUP is not responsible for any issues or losses that arise from the compromise of your wallet.
20. To the fullest extent allowed by law, you acknowledge that CHAINUP does not owe any fiduciary duties or responsibilities to you or any other party. Any such duties or liabilities that may exist under the law are expressly disclaimed, waived, and excluded. The only obligations CHAINUP has are those specifically outlined in this Agreement.
21. You acknowledge that transactions conducted through the service and/or product are executed through smart contracts, which automatically settle, and that blockchain-based transactions are irreversible once confirmed. You further accept that the cost and speed of transactions on blockchain networks are subject to fluctuation and may increase at any time.
22. CHAINUP does not bear any responsibility in the event that any instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
23. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
24. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, wilful misconduct or fraud.
 
3rd Party Providers Subscriptions and/or Services
25. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.
26. The following is a non-exhaustive list of 3rd party providers specific requirements:
26.1 Apple AppStore Listing: You are responsible to register an apple developer account prior to iOS App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Apple’s developer general and country-specific policies. Failure to conform to Apple’s developer policies may result in barring of your iOS App listing onto AppStore, including but not limited to suspension / termination of.
26.2 Google PlayStore Listing: You are responsible to register a Google developer account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Google’s developer program policies. Failure to conform to Google’s developer program policies may result in barring of your Android App listing onto PlayStore, including but not limited to suspension / termination of your Google developer account.
26.3 Huawei AppGallery: You are responsible to register a Huawei ID prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Huawei developer policies. Failure to conform to Huawei’s developer program policies may result in barring of your Android App listing onto AppGallery, including but not limited to suspension / termination of your Huawei ID account.
26.4 Xiaomi GetApps: You are responsible to register a Xiaomi Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Xiaomi Mi App Mall developer and distribution agreements. Failure to conform to Xiaomi’s policies may result in barring of your Android App listing onto GetApps, including but not limited to suspension / termination of your Xiaomi Account.
26.5 Samsung Galaxy Store: You are responsible to register a Samsung Commercial Seller Account prior to Android App submission and obtain necessary licenses and permits required under applicable laws to own and operate the product to meet applicable Samsung App developer and distribution agreements. Failure to conform to Samsung’s policies may result in barring of your Android App listing onto Galaxy Store, including but not limited to suspension / termination of your Samsung Account.
26.6 CMC Market Listing: Where applicable, paid or otherwise, CHAINUP support to you is limited to the capacity as a product provider in furnishing details to aid in your CMC Marketing Listing application progress. You are responsible to apply and pay any applicable fees to CMC for market listing applications. Site optimization services paid to CHAINUP is non-refundable, non-transferrable. You understand that application status outcome is subjected to CMC review and decision, and CHAINUP is not able to affect the decision made by CMC.
27. ChainUp shall have no liability or whatsoever responsibility and provide no guarantee in respect of the outcome and/or result of including but not limited to the listing at any of the platforms, CMC Market Listing or onramp/offramp revision on support for fiat currencies. Any outcome and/or result of the same is subject to the policy of the applicable platform which ChainUp has no control over. ChainUp’s obligation herein shall be deemed completed upon the required configuration as requested by You as stipulated in the Order Form.
 
Representation and Warranty
28. By signing and executing an Order Form, you represent and warrant that:
28.1 you have the rights to receive any Assets deposited by end-user through the service and/or product; and
28.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;
 
Shared Liquidity
28. By signing and executing an Order Form, you represent and warrant that:
29. CHAINUP facilitates shared liquidity pools that aggregate liquidity across multiple users and trading pairs. By using our service and/or product, you acknowledge that liquidity may be sourced from and shared with other users of the applicable platform, including, but not limited to, other users, liquidity providers, and external liquidity aggregators. As a general matter, CHAINUP is not a liquidity provider into liquidity pools and liquidity providers are independent third parties.
30. Users may access and provide liquidity to these shared liquidity pools, which can be used for trading, market-making, and other platform functionalities. You acknowledge that any assets you provide to these pools are subject to the risks associated with liquidity provision, including potential loss due to market fluctuations or impermanent loss.
31. If you wish to provision your own coin token, you are required to establish and maintain a sufficient liquidity pool at your own cost. These costs include, but are not limited to, fees for token activation on the CHAINUP platform and any additional expenses necessary to enable support for new mainchain networks not currently supported by CHAINUP. You are also responsible for the continuous provision of liquidity in the liquidity pool, operational and maintenance costs, and ensuring compliance with CHAINUP’s technical and regulatory requirements, as well as compatibility with the platform’s existing infrastructure.
32. While CHAINUP strives to ensure sufficient liquidity for transactions, you acknowledge that liquidity may fluctuate based on market conditions, the participation of other liquidity providers, and the overall supply and demand within the applicable platform. CHAINUP makes no guarantees regarding the availability of liquidity or the execution of trades at any specific price or volume.
33. By engaging in shared liquidity pools, you understand and agree that any trades executed may be impacted by the aggregated liquidity of other users. This means that the success, pricing, or speed of your transaction may be influenced by the actions of other liquidity providers or traders within the pool.
34. You understand that liquidity in shared pools is managed collectively, and you have no individual control over the assets contributed by other users or how liquidity is allocated within the pool. CHAINUP does not control or manage the actions of other liquidity providers and is not responsible for any market outcomes related to the pooled liquidity.
35. You agree to indemnify and hold harmless CHAINUP, its affiliates, and other liquidity providers from any loss, damage, or liability arising from your participation in shared liquidity pools. This includes any loss of funds due to liquidity fluctuations, impermanent loss, or any other risk inherent to liquidity provision and trading.
 
Limitation on Supported Coin Pairing
CHAINUP shall provide support for coin pairing functionality as part of the DEX SaaS. However, you acknowledge and agree that:
36. Only coin pairings that have been pre-approved by CHAINUP and meet the technical, regulatory, and security standards established by CHAINUP shall be supported. You shall submit any proposed new coin pairings for approval in writing.
37. All coin pairings must comply with applicable laws, regulations, and guidelines in the jurisdictions where the DEX is intended to operate. CHAINUP reserves the right to reject or disable coin pairings that are or may become non-compliant.
38. CHAINUP shall not support coin pairings involving tokens or digital assets classified as high-risk, restricted, or illegal, including but not limited to those associated with illicit activities, unlicensed securities, or other prohibited uses as determined by CHAINUP in its sole discretion.
39. CHAINUP may impose limitations on the number, type, or configuration of coin pairings based on the technical capabilities of the DEX platform and other relevant considerations, including system performance and user experience.
40. You agree to indemnify, defend, and hold harmless CHAINUP from and against any and all claims, losses, damages, or liabilities arising out of or related to the implementation or operation of any coin pairings introduced or requested by you that violate the Purchase or applicable law.
41. CHAINUP reserves the right to suspend or permanently remove any coin pairing from the platform at its sole discretion if deemed necessary to address technical, legal, or regulatory concerns or to protect the integrity and security of the DEX.
 
Use of 3rd Party Service Providers
42. You acknowledge and agree that CHAINUP may rely on third-party technology infrastructure providers or third-party software providers, such as but not limited to liquidity providers, exchanges, decentralized exchanges, trading platforms, and cross-chain payment and liquidity platforms, to build, maintain, and facilitate the underlying systems and infrastructure necessary for the provision of service and/or product, including access to our APIs, liquidity services, data, and transaction facilitation across multiple blockchain networks.
43. These third-party providers are independent entities responsible for key elements such as server hosting, blockchain network integration, cross-chain transaction facilitation, smart contract execution, liquidity services, and other technical services for support. You agree that your use of the Products through an interface, product or service provided by one of these third-party providers is nonetheless still subject to the terms and conditions of this Agreement.
44. While CHAINUP makes reasonable efforts to ensure the integrity and security of the product, you understand that CHAINUP does not control or guarantee the performance, availability, or functionality of the infrastructure provided by these third-party providers. As such, CHAINUP will not be held liable for any disruptions, outages, security breaches, or technical failures that may arise due to the use of third-party infrastructure.
45. You further agree that CHAINUP is not responsible for any losses, damages, or liabilities resulting from the actions, omissions, or failures of these third-party providers. You hereby waive any claims against CHAINUP for any such issues that may occur due to reliance on third-party infrastructure.
 
Termination
46. In the event of termination of your Purchase, the end-user data will be preserved for fourteen (14) days (“Retention Period”) and made available to you within a commercially reasonable timeframe. After this Retention Period, you acknowledge that such end-user data may be permanently deleted from CHAINUP’s server and shall be irrecoverable. After this Retention Period, CHAINUP makes no representations or warranties as to the preservation or integrity of the end-user data. Notwithstanding anything to the contrary, you agree that CHAINUP may retain end-user data as required to comply with applicable legal or regulatory obligations even after termination of this Agreement.
47. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding accounts of your end-user in the service and/or product, including but not limited to:
47.1 announce and/or to inform your end-user of such termination of service and/or product;
47.2 make arrangement or alternatives for your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
47.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
47.4 any other actions that you shall carry out and/or comply to make sure interest of your enduser is protected.
48. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you to your endusers during such termination.
We are working on it
Please contact our legal team for details: [email protected]
WEB3 WALLET
Version. 20250410 v1.0

This Specific Terms and Conditions (“Terms”), the General Terms and Condition and the Order Form (collectively the “Purchase”) are collectively deemed as part of the terms and conditions to govern the contractual relationship between you and CHAINUP. It shall be effective between you and CHAINUP from Effective Date upon your signing and execution of the Order Form to purchase the relevant Web3 Wallet service and/or product. This Terms does not require any signing and/or execution.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings: 

“Annual Fee” means the annual fee payable by you for various service/product package and version for each tier as set forth in the Order Form;

“Assets” means assets owned by you which are kept, received or deposited in the Web3 Wallet, if any;

“business day” means a day (except Saturday or Sunday, public holidays and unscheduled holidays) on which banks and financial institutions are open for business in Singapore;

“CEXs” means centralized exchanges

“CHAINUP” refers to CHAINUP PTE. LTD. and its affiliates and subsidiaries;

“Contract Term” refers to the Contract Term stated in the Order Form;

“day”, “week”, “month”, “year” refers to that day, week, month, year in accordance with the Gregorian calendar (any “daily”, “weekly”, “monthly”, “yearly”, “annually” shall also be construed accordingly);

“DEXs” means decentralized exchanges;

“Effective Date” refers to the “Effective Date” as defined in the Order Form;

“General Terms and Condition” refers to the General Terms and Condition that can be found at
https://www.chainup.com/service-terms ;

“Order Form” refers to a document known as “Order Form” entered and executed by you and CHAINUP, which consist all material terms and specifications of the service and/or product that you purchased from CHAINUP;

“Party”, “Parties” refers to you and/or CHAINUP, collectively and/or respectively

“Payment Term” refers to the “Payment Terms” agreed by the Parties in the Order Form;

“Private Key” refers to a cryptographic code or string of unique characters that serves as a digital signature to grant exclusive access to digital
assets, tokens and cryptocurrencies stored within a cryptocurrency wallet, enabling the Private Key owner to initiate transactions, transfer funds, and manage assets associated with that specific wallet address on a blockchain network;

“price” refers to the price, fee, payment and/or whatsoever consideration agreed in the Order Form;

“product” refers to the product (and its product specification) in relation to the Web3 Wallet service and/or product in accordance to the Order Form, if any;

“Recovery Phrase” means collectively, the twelve word seed phrase or recovery phrase for accessing cryptocurrency in any Web3 Wallet;

“service” refers to the service (and its service specification) in relation to the Web3 Wallet service and/or product in accordance to the Order Form, if any;

“Web3 Wallet” refers to a service and/or product provided by CHAINUP which is to provide non-custodial Web3 wallet services for storing digital assets, tokens, and cryptocurrencies; the Web3 Wallet may also have additional functionality added from time to time, such as enabling users to access and link to CHAINUP or third-party CEXs, DEXs, and decentralized applications

2. This Terms is to be read and interpreted together with the Order Form.
3. In this Terms, references to “you” or “your” are collectively refers to the signing party to an Order Form with CHAINUP.
4. Words importing singular include plural and vice versa, words importing any gender include every gender, words importing persons include bodies corporate and unincorporate and references to time shall mean Singapore time.
5. References to Clauses and other provisions herein are references to Clauses and other provisions herein and terms defined herein shall have the same meanings where used throughout your Purchase.
6. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of Order Form and/or the last update of this Terms and shall include all subordinate legislation made as at the date of Order Form and/or the last update of this Terms under that statute or statutory provision.
7. A reference to writing or written excludes fax but not email.
8. This Terms may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute your agreement and consent to all of the relevant changes.
9. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Service, Product and Payment
10. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form. In the event of any inconsistency between the Order Form, this Terms and the General Terms and Condition, the Order Form shall prevail this Terms and this Terms shall prevail the General Terms and Conditions.
11. Upon receipt of payment from you, CHAINUP shall create a merchant account for you in accordance with the Web3 Wallet specification in the Order Form within 5 working days. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
12. This Terms shall only be applicable for the service and/or product in relation to the Web3 Wallet service and/or product. For avoidance of doubt, in the event you have purchased other services and/or products together with the Web3 Wallet service and/or products, you shall refer to those other Specific Terms and Condition for the relevant other services and/or products

Use of Web3 Wallet by You or Your End-Users
13. You hereby acknowledge and agree that CHAINUP will not be and is not responsible for processing, managing, maintaining, and/or safeguarding any Web3 Wallets, Assets and/or any transactions in relation to the Web3 Wallets and/or Assets.
14. You hereby acknowledge and agree that CHAINUP does not have any ownership, access, custody, and/or control over any Web3 Wallets and/or Assets. You or your end-users’ own and control any Web3 Wallets and Assets held in any Web3 Wallets. The sole owner of any Web3 Wallets and Assets in any Web3 Wallets shall bear all risk of loss of such digital assets. CHAINUP shall have no liability for digital asset fluctuations or loss associated with you or your end-users’ use of the Web3 Wallets.
15. You hereby acknowledge and agree that CHAINUP does not store and is not responsible in any way for processing, storing, managing, securing and/or maintaining any seed phrases and/or private keys for any Web3 Wallets. You or your end-users are solely responsible for the retention and security of any Web3 Wallet credentials and the Recovery Phrase. The Recovery Phrase is the only way to access the cryptocurrency associated with any Web3 Wallet.
16. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating and developing the Web3 Wallet service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating and developing of the Web3 Wallet service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
17. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. As you contract directly with your end-users, you shall also be responsible for the cybersecurity measures taken in relation to your operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, fraud and/or willful misconduct.
18. If you or your end-users connect the Web3 Wallet to third party decentralized services, CEXs, DEXs, third-party websites, applications or resources, you or your end-users acknowledge sole responsibility for and assume all risk arising from the use of any third party decentralized services, CEXs, DEXs, third-party websites, applications, or resources. Third party decentralized services, such as Dapps and DEXs, may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss. CHAINUP and its affiliates shall not bear any liability, whatsoever, for any damage caused by any third party decentralized services, CEXs, DEXs, third-party websites, applications or resources. You or your end-users should use extensive care in linking Web3 Wallets with any third party decentralized services, CEXs, DEXs, third-party websites, applications or resources or providing any third-parties access to your Web3 Wallets. When using any third party decentralized services, CEXs, DEXs, third-party websites, applications or resources, you or your end-users understand that at no time are you or your end-users transferring your assets to CHAINUP.
19. You or your end-users are solely responsible for any and all gas fees or transaction costs associated with interacting, processing, executing, and validating transactions on a blockchain network. Such gas fees or transaction costs are not received by CHAINUP and so, CHAINUP cannot reverse or refund such gas fees or transaction costs.
20. Any and all transactions on a blockchain network are irreversible and final, even if such transactions are unintended or unauthorised. CHAINUP will not be and is not responsible for any transactions occurring in any Web3 Wallet, nor is CHAINUP responsible for tracing, reversing, or refunding any such transactions.

Lien and Set-Off
21. Set-Off
21.1CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).
22. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.
 
Limitation Of Liability
23. You and your end-users agree to hold CHAINUP and its affiliates harmless for any losses arising from you or your end-users losing the Recovery Phrase. You and your end-users agree that CHAINUP and its affiliates shall not be liable in any way if the Recovery Phrase is lost and you or your end-users cannot access the Assets in the Web3 Wallet. If the Recovery Phrase is lost, then you or your end-users will lose access to the Assets in the Web3 Wallet. Do not lose the Recovery Phrase. You should always backup the Web3 Wallet private access key via secondary means.
24. With the exception of mandatory laws to the contrary, you agree that CHAINUP’s total and accumulated liability, regardless of the cause and the number of claims shall be strictly limited to the Annual Fee paid by you to CHAINUP under your Purchase in the twelve (12) months or Contract Term, whichever is shorter, preceding the event giving rise to such liability.
 
Termination
25. In the event of termination of your Purchase, it is your responsibility to make sure the interest of your end-user is protected.
26. In the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP.
Bitwind System
Version. 20250410 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the BITWIND SYSTEM. This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings: 

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“API” means for Application Programming Interface;

“Bitwind System” refers to the name of a software program or system which provides order hedging functionalities between your designated exchanges automatically;

“exchange” refers to the digital currency assets trading platform designated by you to receive, accept and deploy the product and/or service provided by CHAINUP;

“external platform” refers to the trading platform from which coin-to-coin pair market data should be obtained for reference to operate Bitwind System;

“General Terms and Condition” refers to the General Terms and Condition that can be found at
https://www.chainup.com/service-terms ;

“product” refers to the product and/or software (and its specification) provided in the Bitwind System in accordance to the Order Form, if any;

“Secret Key” refers to the only data for account verification after you register account on exchange and applies for API, which requires your careful custody in order to avoid any loss of assets;

“service” refers to the associated service in relation to the Bitwind System in accordance to the Order Form, if any;

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the function, features and/or any other service and/or product specification set forth and agreed in the Order Form. In the event of any inconsistency between the Order Form, this Terms and the General Terms and Condition, the Order Form shall prevail this Terms and this Terms shall prevail the General Terms and Conditions.
5. Upon receipt of payment from you, CHAINUP shall create a merchant account for you within 5 working days.
6. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.

Service
7. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary facilities and/or external platform. Any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
8. Any reference of value or advice provided by CHAINUP to you is not an official data nor a professional advice, you hereby acknowledge that it is solely your commercial decision on any such setting or operation. You shall indemnify CHAINUP for any losses, liabilities or whatsoever responsibilities arising therefrom.
9. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regards to any performance by any third-party that is not appointed by CHAINUP.
10. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
11. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.

Representation and Warranty
12. By signing and executing an Order Form, you hereby represent and warrant that you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements,
guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions.

13. Parties also understand and agree that:
13.1 It is your responsibility to ensure that your operation personnel, in respect of the service and/or product under your Purchase, are equipped with the necessary knowledge and skills to manage, maintain and operate the Bitwind System provided by CHAINUP;
13.2 You shall be solely and exclusively responsible for the data security of the exchange and safekeeping of the relevant Secret Key, failing which you shall assume full responsibility and liability arising therefrom;
13.3 You shall cooperate with CHAINUP’s personnel in order to provide, maintain or resolve any issues in relation to the Bitwind System purchased under your Purchase, including but not limited to keep detailed records of any abnormalities in the Bitwind System, provide necessary information and material for CHAINUP to make a prompt diagnosis, failing which CHAINUP shall not liable for any delay or failure to provide, maintain or resolve any issues of the Bitwind System purchased; and
13.4 both Parties encrypts and stores their Secret Key (key) with its own complex algorithm. If either Party causes the loss of Secret Key thereafter resulting in any negative effects, the other Party shall be indemnified and need not bear any responsibility.
 

Acknowledgement of Risks
14. By signing and executing an Order Form, you understand, acknowledge and agree that the Bitwind System provided by CHAINUP under your Purchase bring along certain inherent risks and possibility of financial loss in cryptocurrency trading, including but not limited to:

14.1 There is a large amount of digital currency assets in the account of the exchange. If any private key(s) are lost, there may be significant negative impact on the exchange, including but not limited to, malicious transactions, withdrawal of currency, and other financial loses;
14.2 Bitwind System controls exchange account trading through API interface, in the event of any system abnormality in the exchange itself, it may also result in the abnormal operations of the Bitwind System;
14.3 The function of the Bitwind System and the exchange system are connected through the network. If the network between them is unstable, the function of its relevant product and/or service may be affected;
14.4 You may need to implement different types of hedging strategies for each individual coin pairs in Bitwind System, from time to time. CHAINUP shall not be responsible for any configuration updates of your hedging strategies, which if not implemented timely, may result in losses or undesired outcomes; or
14.5 Certain functions of Bitwind System are very dependent on the volatility of the markets, stability of the external platform and your designated exchange system as well as its network. Any disruptions of interruptions of such external platform or exchange system may lead to delay of market updates, or even a longer period of non-updates, and possibility of users arbitraging profits, which may subsequently lead to the failure of hedging function, high slippages and risk of loss.
15. You understand and agree that the key to the Bitwind System lies in the setÝng of strategic parameters. CHAINUP is to assist you in setÝng such parameters and provide some relevant reference values however such reference values should not be considered as professional advice nor does it constitute an offer, solicitation or recommendation therefore CHAINUP shall not bear any responsibility for the adverse effects caused by the parameter setÝng. Parties further understand and agree that you are able to adjust those parameters by yourself therefore you shall bear full responsibility for the said parameter setÝng and hold CHAINUP harmless against any liabilities or loss arising therefrom.
16. You hereby agree and acknowledge that CHAINUP is only a technical service provider which does not have the professional capacity or expertise to provide any financial, legal, tax, investment or whatsoever advice. You shall, before you enter into any contractual relationship with CHAINUP, obtain advice from your appointed professionals for any such aspect that you may concerned with and/or any subject matter relevant under your Purchase.
17. CHAINUP shall not bear any responsibilities or liabilities arising from the abovementioned risks or any operation by you, as well as its corresponding loss.
Specific Terms and Conditions
ChainUp MPC Self-Custody
Version. 20251017v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the CHAINUP MPC Self-Custody. This STC does not require any signing.

Introduction

1. CHAINUP provides customers with physical and technological infrastructure (i.e., the MPC Wallet software that provides verification in relation to the white-label services, and the API connecting to third party digital payment token liquidity providers in relation to exchange service) (the “Services”) with greater security, ease of use, and scalability.

In addition, CHAINUP provides a full-link activity monitoring system allowing CHAINUP to automatically monitor and record all of the transaction process from start to end and ensure that all transactions are processed in accordance with the specified procedures. By using our Services, you agree to be bound by these terms. If you do not agree, please do not use our services.

Eligibility
2. By using our Services, you confirm that you are at least 18 years old and have the legal capacity to enter into these terms. You also confirm that your use of our services complies with applicable laws and regulations

Services Provided
3. Under this service, CHAINUP will provide the Services to customers, which will divide a single cryptographic key into three private key shards, each key shard holding a private set of data. Users will hold on to one key shard, while CHAINUP will hold on to the remaining two key shards. The holding on the remaining two key shards is solely for verification purposes, CHAINUP will not be involved in any transaction or transferring of DPT from one wallet to another. CHAINUP has no ability to control access to any digital payment tokens and there is no joint execution of transactions involving the digital payment tokens stored in the MPC Wallets software.
4. By default, the MPC wallet uses TRON Energy (“Energy”) and TRON Bandwidth (“Bandwidth”), together known as “Resources”, instead of traditional gas fees when processing transactions. The interaction of smart contracts requires Energy and Bandwidth, while the transfer of TRX currency only requires Bandwidth. If you do not have enough Energy or Bandwidth, TRX may be deducted to cover the cost.
If you prefer not to use the Resources, you have the option to opt out through the wallet settings. Please review your preferences to ensure they align with your intended transaction method.

Product And Payment
5. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form. In the event of any inconsistency between the Order Form, this Term and the General Terms and Condition, the Order
Form shall prevail this Terms and this Terms shall prevail the General Terms and Conditions.
6. Option of main chains under your Purchase is always subject to CHAINUP’s availability of such main chain. Additional charges may be required for customization and development of additional main chain, if any.
7. Upon receipt of payment from you, you must create a merchant wallet account on our portal the same day to allow us to provision the CHAINUP MPC Self-Custody wallet .
8. ‘Product Subscription Period’ and/or its applicable Minimum Fee shall always commence from the when the service is first provided, unless stated otherwise.
9. Upon signing of the Order Form, you hereby confirm your possession of one key shard. You also acknowledge that any digital assets, tokens, or cryptocurrencies stored in your wallet may become irrecoverable or inaccessible in the event of loss, misplacement, or theft of your key shard. CHAINUP shall bear no responsibility or liability whatsoever in the event of loss, misplacement, or theft of the key shard. You are responsible for obtaining your own insurance to indemnify against any loss of digital assets, tokens, or cryptocurrencies stored in your wallet.

Account Creation And Maintenance
10. To use our Services, you must create an account by providing accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You shall notify us immediately if you notice any unauthorized use of your account.
11. Whenever a customer requests any action of CHAINUP, it will be required to provide its instructions. CHAINUP acts upon instructions given by its customers or any person authorised by its customers to give instructions to it or perform other operations through CHAINUP’s website on behalf of its customers (“Authorised Persons”) that are received and verified by CHAINUP pursuant to this Purchase. Any instructions given will continue in full force and effect until cancelled (if possible) or executed.
12. The customer is required to maintain an updated and current list of Authorised Persons at all times with CHAINUP and will immediately notify CHAINUP of any changes to the list of Authorised Persons by updating the list on the platform, including for termination of employment, or otherwise. The customer shall make available all necessary documentation and identification information, as reasonably requested by CHAINUP to confirm:
a. the identify of each Authorised Person;
b. that each Authorised Person is eligible to be deemed an “Authorised Person” as defined above; and
c. that the person(s) requesting the changes in the list of Authorised Persons have valid authority to request changes on behalf of the customer
13. CHAINUP shall be entitled to rely upon any instructions it receives from an Authorised Person (or from a person reasonably believed by CHAINUP to be an Authorised Person) in accordance with this Purchase. CHAINUP may assume that any instructions received from a customer or Authorised Person are not in any way inconsistent with the provisions of organisational documents of the customer or of any vote, resolution, or proper authorisation and that the customer is authorised to take the actions specified in the instructions.
14. CHAINUP will provide customers, on a real-time basis, the following particulars in the form of electronic records stored on an electronic facility.
a. transactions to purchase or sell assets entered into by the customer and the price at which the transactions are entered into;
b. the status of every asset (including DPT) in CHAINUP’s custody held for the customer, including any asset (including DPT) deposited with a safeguarding person (if any);
c. the movement of every asset (including DPT) of the customer, the date of and reasons for such movement, and the amount of the asset (including DPT) involved;
d. the movement and balance of relevant money received from, or on account of, the customer in respect of the provision of the Services (if any); and
e. a detailed account of all financial charges and credits to the customer’s account during the monthly statement period, unless the detailed account of financial charges and credits has been included in any contract note or tax invoice issued by CHAINUP to the customer.
15. By using our Services, you consent to the particulars above being made available to you in this manner and the above shall suffice as the provision of a statement of account, and you consent to not receive any separate statement of account from CHAINUP on a monthly basis.
 

Security Measures
16. The MPC wallets allow for the function for users to provide instructions for the DPT stored in its MPC wallet to be transmitted to another DPT wallet, as long as the user is able to authenticate the transaction using its key shard, this shall be executed between you and your end users.
17. Where appropriate, CHAINUP uses available technology to protect the security of communications made through our CHAINUP website. Do note that CHAINUP do not accept liability for the security, authenticity, integrity or confidentiality of any transactions and other communications made through our CHAINUP website. Internet communications may be susceptible to interference or interception by third parties. CHAINUP will do our best but CHAINUP cannot make any warranties that our CHAINUP website is free of infection by computer viruses or any other unauthorised software.

Custody And Control
18. While CHAINUP provide the Services, you retain ownership and control over them. CHAINUP will not use, lend, or leverage your assets for any purpose other than those specified in these terms or as instructed by you.

Transaction Processing
19. Your end user may instruct you to execute transactions involving digital assets. You shall process these transactions in accordance with your end user’s instructions, provided they comply with your security procedures and legal requirements.

Liability
20. To the maximum extent permitted by applicable law and subject to the exceptions provided below, in no event shall CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employers or representatives, be liable for any lost profits or any special incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorised or unauthorised use of the Services, or this Purchase, even if CHAINUP has been advised of or knew or should have known the possibility of such damages.
21. To the maximum extent permitted by applicable law and subject to the exceptions provided below, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP under this Purchase during the 6 months period immediately preceding the first incident giving rise to such liability.
22. The exclusions and limitations of liability above will not apply to CHAINUP’s fraud, wilful misconduct, or gross negligence. CHAINUP’s liability for gross negligence shall be limited to the value of the affected digital assets or fiat currency.
23. In the event of losses of customers’ digital assets arising from fraud or negligence on the part of CHAINUP, CHAINUP will act in accordance with its compensation framework. Under this framework:
24. Customers are advised to promptly report any losses and associated suspicious activity to CHAINUP’s support team through [email protected]
25. CHAINUP will investigate the matters and endeavour to provide a resolution within 30 days. In any event, CHAINUP will provide the affected customer with an update within this timeline;
26. As part of CHAINUP’s investigations into the matter, CHAINUP may contact the customer and/or any other relevant third parties for further information; and
27. If the result of CHAINUP’s investigations reveal that the claim is valid, CHAINUP will compensate the customer for any direct losses suffered by the customer in connection with CHAINUP’s fraud or negligence. Notwithstanding this, if a customer may potentially be able to make a claim under any form of insurance coverage, the customer shall not be entitled to such compensation by CHAINUP to the extent of the sum insured.

User Obligations
28. You agree to:
a. comply with all applicable laws and regulations;
b. provide accurate and complete information;
c. keep your account credentials secure; and
d. promptly update us on any changes to your information.
 
Termination
29. CHAINUP may terminate or suspend your account at our discretion if you violate these terms or if required by law. You may terminate your account by providing us with written notice. Upon termination, CHAINUP will return your digital assets to you, subject to any outstanding obligations.
 
Amendments
30. CHAINUP may amend these terms from time to time. Continued use of our services after such changes will constitute your acceptance of the amended terms.
 
Governing Law
31. These terms are governed by the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator appointed by CHAINUP. The language of the arbitration shall be English.
 
Contact Information
32. CHAINUP will use commercially reasonable efforts: (i) to provide reasonable technical support to customers, by email or telephone, during CHAINUP’s normal business hours from 10am-7pm (utc +8); (ii) to respond to support requests in a timely manner; and (iii) resolve such issues by providing updates and/or workarounds to customers (to the extent reasonably possible and practical), consistent with the severity of the issues identified in such requests and their impact on the customer’s business operations.
33. If you have any questions or concerns about these Terms of Use, please contact us via our official website at https://www.CHAINUP.com/
 
Safeguarding Of Digital Assets
34. Assets of each customer will not be mixed together and they are all located at the customer’s own address and are kept independently by the customer.
 
Distributed Key Storage Technology
35. CHAINUP uses distributed key storage technology, allowing users to generate and manage all private key sharding. Among them, users save one private key locally, while the other two are stored on Amazon Cloud and Microsoft Cloud respectively in Singapore. This distributed storage method combines hardware isolation technology, allowing users to fully control their assets. CHAINUP supports 3-3 TSS configuration; when users initiate transaction signatures, these three private key sharding will participate in the signature at the same time, eliminating the single point of failure
problem in private key management and significantly improving the security of asset self-management, ensuring that users’ investment assets reach the highest level of security in the market.
 
Customer Account Setup
36. The customer agrees to provide CHAINUP with the information CHAINUP requests (which CHAINUP may request at any time deemed necessary) for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, and permit CHAINUP to keep a record of such information. The customer will need to complete certain verification procedures before the customer is permitted to start using the Services.
37. The information CHAINUP requests may include but is not limited to personal information such as the customer’s full name (including any aliases), unique identification number, residential/registered/business address, telephone number, email address, date of birth or incorporation/establishment/registration, nationality, and any such information that CHAINUP is required to collect from time to time under applicable law.
38. The customer may also be required to undergo enhanced due diligence procedures, where CHAINUP may request that the customer submit additional information about itself and its business, provide relevant records, and arrange for meetings with CHAINUP’s staff so that CHAINUP may, among other things, establish the source of the customer’s wealth and source of funds for any transactions carried out in the course of the customer’s use of the Services.
39. In providing CHAINUP with this or any other information that may be required, the customer confirms that the information is true, accurate and complete, and the customer has not withheld any information that may influence CHAINUP’s evaluation of the customer for the purposes of the customer’s use of the Services. The customer undertakes to promptly notify in writing and provide CHAINUP with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by CHAINUP and/or applicable law. The customer permits CHAINUP to keep records of such information. CHAINUP will treat this information in accordance with applicable data protection laws.
 
Termination
40. In event of termination of your Purchase, it is your responsibility to withdraw all and every Assets under your Purchase. Any additional management service provided by CHAINUP after such termination shall be borne by you and CHAINUP is entitled to charge you additional payment at its discretion.
41. CHAINUP shall not liable for any failure, delay, error, inaccuracy or non-compliance incurred by you during such withdrawal.
We are working on it
Please contact our legal team for details: [email protected]
We are working on it
Please contact our legal team for details: [email protected]
We are working on it
Please contact our legal team for details: [email protected]
We are working on it
Please contact our legal team for details: [email protected]
TRUSTFORMER KYT & AML
Version. 20251017v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Trustformer KYT & AML. This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following
meanings:

“Authorised Users” means Your employees, agents and independent contractors who are authorised by You to use the Services;

“Customer Data” means the data provided by You, Authorised Users, or CHAINUP on your behalf for the purpose of using the Services or facilitating your use of the Services;

“Normal Business Hours” means 10.00 am to 7.00 pm local Singapore time, each Business Day;

“Services” means the subscription services provided by CHAINUP to You under this agreement via https://kyt.trustformer.ai/or any other website notified to you by CHAINUP from time to time;

“SaaS” means Software-as-a-Service;

“User Subscriptions” means the user subscriptions purchased by You which entitle Authorised Users to access and use the Services in accordance with this agreement; and

“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

User Subscription
4. Subject to you purchasing the Services to permit the Authorised Users to use the Services during the Subscription Term solely for your internal business operations.
5. In relation to the Authorised Users, you undertake that each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep their password confidential.
6. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify CHAINUP.
7. The rights provided herein are granted to you only, and shall not be considered granted to any of your subsidiary or holding company.
8. This agreement is effective upon the Effective Date for duration of an Initial Subscription Term and indefinitely after that (“Auto Renewal”) until termination of this agreement. Unless Parties agreed in written otherwise, term of each Auto Renewal shall be an Initial Subscription Term and shall continue one after another without any interval.

Services
9. CHAINUP shall, during the Subscription Term, provide the Services and make available to you on and subject to the terms of this agreement. The Services shall include the scope provided in the Order Form.
10. CHAINUP shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any maintenance carried out of that may be notified directly to customers either via email or notification by the form of announcement on its website.
11. CHAINUP will, as part of the Services, provide you with standard customer support services during Normal Business Hours.

Third Part Providers
12. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. CHAINUP makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such thirdparty website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not CHAINUP. CHAINUP recommends that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. CHAINUP does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

ChainUp’s Obligations
13. CHAINUP shall use commercially reasonable endeavours and due care and skill in relation to its provision of the Services.
14. The undertaking herein shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to CHAINUP’s instructions, or modification or alteration of the Services by any party other than CHAINUP or CHAINUP’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, CHAINUP will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of he undertaking set out herein.
15. CHAINUP
(a) does not warrant that: your use of the Services will be uninterrupted or error-free;
(i) that the Services and/or the information obtained by you through the Services will meet your requirements; or
(ii) that the Services provided herein are deemed sufficient to comply with the applicable policies of the Central Bank in the local jurisdiction where the Services are being utilized. The Customer is advised to seek professional legal or regulatory advice to ensure that all Know Your Transaction (KYT), Anti-Money Laundering (AML), and Countering the Financing of Terrorism (CFT) regulatory requirements are fully met in connection with the use of our Services; or
(iii) Services will be free from Vulnerabilities.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
16. This agreement shall not prevent CHAINUP from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
17. CHAINUP warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
18. CHAINUP shall follow its archiving procedures for Customer Data only to the extent necessary for the provision of its Services or required by law. In the event of any loss or damage to Customer Data, your sole and exclusive remedy against CHAINUP shall be for CHAINUP to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by CHAINUP in accordance with the archiving procedure according to its internal policy. CHAINUP shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by CHAINUP to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.)
 
Customer’s (Your) Obligations
19. You shall provide CHAINUP with (i) all necessary co-operation in relation to this agreement; (ii) all necessary access to such information as may be required by CHAINUP, and (iii) non-exclusive, global, royalty-free license to utilize any information provided through the Services or otherwise shared with CHAINUP by the You, Authorized Users, or any third parties acting on behalf of You in order to provide the Services;
(a) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(b) carry out all other customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed, CHAINUP shall not be held liable for any delay thereof;
(c) ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for CHAINUP, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; and
(e) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from your systems to CHAINUP’s software and/or platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
Notwithstanding anything to the contrary in this agreement, You shall not use the Services in connection with, or for the benefit of, provide Authorized Users credentials to, or otherwise permit access to the Services by, any country, government, organization, entity, or person that is restricted by the HM Treasury Sanctions List, EU Consolidated List of Sanctions, United Nations Sanctions List, or any U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) list (each, a “Sanctioned Entity”).
 
20. You shall own all right, title and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
21. You undertake that you shall comply with all necessary data protection regulations as the party that contracts directly with your end-users.
22. You undertake that (i) you either own or have the authority to provide the Customer Data to CHAINUP as outlined in this agreement; (ii) the license granted, along with the posting and use of Customer Data through the Services, will not (A) infringe upon any intellectual property, privacy, publicity, or other rights of any individual or entity, nor violate any applicable laws, or (B) breach any agreements between the You and third parties, nor create any rights for third-party beneficiaries; and (iii) unless inseparable from the Customer Data due to the inherent nature of blockchain technology or similar systems, or as permitted or requested by CHAINUP, the Customer Data will not contain any information that, either on its own or combined with other data provided by You, can identify an individual. You are solely responsible for (1) the method by which you acquired Customer Data; and (2) ensuring the accuracy, quality, and legality of the Customer Data, as well as communicating any necessary changes during the term if required by applicable law. You will make reasonable effort to assist CHAINUP in meeting any obligations under applicable privacy laws related to the use of Customer Data granted under this agreement.
23. You shall not use, whether directly or indirectly, the Services under this agreement to engage in activities prohibited by the any government in any jurisdiction, otherwise
24. you shall bear the legal responsibility arising therefrom; and
25. this agreement will automatically terminate when your actions are illegal or take similar measures; and
26. CHAINUP has the right to request you to compensate CHAINUP for any losses suffered.
27. You have sole and exclusive responsibility for compliance with all applicable laws in relation to your usage of the Services hereunder, and agree that CHAINUP is only a software service provider. If for any reason whatsoever, You continue any activities that breach any applicable laws, then You shall bear full responsibility for compliance with all applicable laws in relation to the activities contemplated herein. You shall indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, legal fees and any other expenses whatsoever, whether criminal, civil, or commercial in nature, arising from your aforementioned responsibility to comply with all applicable laws.
MANAGED SERVICES AND PROFESSIONAL SERVICES
Version.

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Managed Services and/or Professional Services. This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“designated platform” refers to your designated application, platform or system which requires CHAINUP’s Managed Services or Professional Services;

“Equipment” refers to the equipment set out in the Order Form

“General Terms and Condition” refers to the General Terms and Condition that can be found at www.CHAINUP.com/service-terms;

“Managed Services” refers to the recurring services to monitor or manage applications, platforms and/or systems and/or any other support services as described in a Statement of Work or Scope of Work or “SOW” attached to the Order Form;

“Professional Services” refers to the consulting, configuration, customization, implementation, project management, staff augmentation, training and/or any other support services as described in a SOW attached to the Order Form.

“product” refers to any associated product and/or software (and its specification) provided in the Managed Services and/or Professional Services in accordance to the Order Form, if any;

“service” refers to the Managed Services and/or Professional Services and/or any associated services in accordance to the Order Form;

“Software” refers to computer software operating on the Equipment in relation to which CHAINUP is to provide the Managed Services.

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Services
4. The services offered by CHAINUP under this agreement will be provided on a Time and Material (i.e. Man-Day Rate) basis or Fixed Scope Fixed Price basis or subscription basis as described in an Order Form and/or SOW. These services are delivered remotely as default unless indicated as on-site with additional costs at your location.
5. Should Customer request for onsite services and CHAINUP agrees to provide such onsite services, all additional travel expenses incurred shall be borne by Customer. Customer agrees to reimburse CHAINUP for the reasonable and necessary travel expenses incurred in connection with the performance of the duties and obligations of such requests.

Third Party Providers and Authorizations
6. To ensure prompt assistance when needed, you authorize CHAINUP to work with all of your external vendors that we may require to collaborate with to provide our services. This includes, but is not limited to, your cloud service providers, Web and Domain Hosting Provider, and data repository provider (“Third Party Providers”). During the onboarding process, we will review with you to identify all the vendors you need to authorize. If we are not authorized for a specific vendor, we may, at our discretion, charge you extra for the time it takes to obtain authorization to interact with that vendor on your behalf. If you engage with any new vendors that we need to work with after this agreement begins, you agree to ensure that we are authorized to act on your behalf at the start of your relationship with the new vendor.
7. For the avoidance of doubt, Customer is responsible to engage, subscribe, manage and pay for such Third Party Providers directly for such Third Party Providers’ subscription and/or service required.
8. The Terms & Conditions of the Third Party Providers apply to the Customer directly. CHAINUP does not bear any responsibility or liability with regard to the products and services of such Third Party Providers. The Customer shall guarantee and indemnify CHAINUP for any claims by such Third Party Providers for whatever reason and the Customer shall fully indemnify CHAINUP for all costs, damages, costs and expenses that CHAINUP incurs as a result thereof,
including lawyer fees.

Rights and Obligations
9. By signing and executing an Order Form, you hereby agree and acknowledge that:
9.1 you shall actively cooperate with CHAINUP for CHAINUP to carry out the service, including but not limited to provide CHAINUP with its necessary office facilities access and/or reasonable assistance on such access;
9.2 you shall allow CHAINUP access and/or usage of any Equipment and Software, servers, systems, networks, related machinery, attachments, features, information or whatsoever materials that may be necessary to perform the service, as the case may be;
9.3 you shall make freely available to CHAINUP with all documentation associated with the relevant systems that interfaces with the application provided by CHAINUP, including but not limited to, working documents, original program media, current data backup copies and equipment logs which are necessary to facilitate the Managed Services and/or Professional Services provided by CHAINUP;
9.4 you shall be solely responsible at your own costs, to undertake all necessary steps and measures in respect of the data protection of the designated platform. CHAINUP shall not be responsible for any such data protection and shall not liable for any loss or damages resulted by such data protection failure in relation to your designated platform;
9.5 you agree to cooperate with CHAINUP’s personnel in order to provide, maintain or resolve any issues in relation to the provision of Managed Services and/or Professional Services under your Purchase, failing which CHAINUP shall not be liable for any delay or failure to provide, maintain or resolve any issues of the Managed Services and/or Professional Services purchased; and
9.6 you agree to not make any changes or modifications in relation to the server, system or whatsoever software of the designated platform without consulting CHAINUP. In the event you have made any changes or modifications in relation to the server, system or whatsoever software of the designated platform, whether by yourself or any thirdparty which is not appointed by CHAINUP, CHAINUP shall not be liable for any failures or be held accountable to resolve such issues arising from the changes and that CHAINUP reserves the rights to (i) charge additional costs for the time it takes to recover the systems; and/or (ii) terminate your Purchase without any liability and without any refund; and/or (iii) review your Purchase and adjust the terms and
conditions under your Purchase accordingly.
10. Any delay and/or failure in providing the service due to your delay or failure shall not incur any liabilities against CHAINUP.
11. Each party will appoint a single point of contact as set forth in the SOW who will serve as their primary representative, have overall responsibility for managing performance, and meet with the other party’s representative to review progress. Change requests are governed by the change management procedures as set forth in the Terms.
12. CHAINUP will not cover for claims resulting from the following:
12.1 modifications or improper system maintenance or calibration not carried out or authorised by CHAINUP;
12.2 malicious software (including but not limited to viruses, worms, etc.) not introduced by CHAINUP;
12.3 issues or performance limitations of any non-CHAINUP software or product that affect systems integrating to CHAINUP support or service.
 
Intellectual Property
13. CHAINUP grants you with a limited, non-exclusive, non-transferable right of use in respect of the results of the Managed Services or Professional Services it performs for your internal use only. The Customer shall only use the results of the Services in the manner prescribed by CHAINUP.
 
Representation And Warranty
14. By signing and executing an Order Form, you hereby represent and warrant that you will not use or operate the service and/or the designated platform under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, moneylaundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions. In the event there is any breach of rules and regulations under your usage or operation of the service and/or the designated platform, you hereby indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against any loss, damages, liabilities or whatsoever responsibilities arose therefrom.
15. You hereby agree and acknowledge that CHAINUP is only a technical service provider which does not have the professional capacity or expertise to provide any financial, legal, tax, investment or whatsoever advice. You shall, before you enter into any contractual relationship with CHAINUP, obtain advice from your appointed professionals for any such aspect that you may concerned with and/or any subject matter relevant under your Purchase.
16. CHAINUP shall not bear any responsibilities or liabilities arising from the abovementioned risks or any operation and/or usage by you, as well as its corresponding loss.
17. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you to your end-users of your designated platform.
 
Disclaimer of Warranties
18. The services may become unavailable due to various factors, including but not limited to, scheduled or unscheduled maintenance, technical failures of the software, issues with the telecommunications infrastructure, or interruptions in Internet access.
 
Ownership
19. All materials, including but not limited to copyrights, trademarks, logos, and other distinctive marks (collectively referred to as “Materials”) of each party shall remain solely owned by that party. Except as explicitly stated in this STC, no rights to use these Materials are granted. These Materials are proprietary and cannot be copied, duplicated, or distributed for any reason. Any non-third party software installed or supplied by one party for the use of the other remains the proprietary software and exclusive property of the party that provided it.
 
Non-Solicitation
20. You shall not for the term of the Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by CHAINUP at any time in relation to the Agreement without the express written consent of CHAINUP.

Limitation of Liability
21. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP per SOW for services on Time and Material (i.e. Man-Day Rate) basis and/or Fixed Scope Fixed Price basis, or during the 6-month period immediately preceding the first incident giving rise to such liability for services on subscription basis.
BLOCKCHAIN REMOTE PROCEDURE CALL SERVICE (“RPC”) / (“API”)
Version. 20250410 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the BLOCKCHAIN REMOTE PROCEDURE CALL SERVICE (“RPC”) / (“API”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Monthly Fee” refers to the applicable monthly fee as agreed and set forth in Order Form;

“Product” refers to the product and/or software (and its specification) in relation to the RPC or API service and/or product in accordance to the Order Form, if any;

“Service” refers to the associated service in relation to the RPC or API product in accordance to the Order Form, if any;

“Technical Service Fee” refers to the Technical Service Fees as agreed and set forth in Order Form;

“VPN” means Virtual Private Network.

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continue access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment 
4. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form
5. Upon receipt of payment from you, CHAINUP shall create an account for you or provide you with the details to register for an account within 5 working days. The start of the service shall be the account creation date.
6. Any other additional service fee such as communication, integration costs, additional redundancy services incurred shall be borne by you.
7. Prepayment shall be made in accordance to the agreed payment milestone in the Order Form, based on your subscribed RPC service(s).
8. For any changes to the subscribed RPC service(s), such as additional, reduction or temporarily stopping, you agree to notify in writing and obtain CHAINUP confirmation of such changes at least
7 working days prior to the said change.
9. For the avoidance of doubt, charges for the RPC Service(s) will be prorated to reflect the actual period of service provided within the month, with the final calculation to be determined by CHAINUP.

Service
10. CHAINUP’S provision of service is subject to your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of account, hence, any failure or delay of the abovementioned obligation shall not incur any liabilities against CHAINUP.
11. During the provision of service:
11.1 you shall conduct your own inspection of the product in accordance to the specification agreed under your Purchase;
11.2 In the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in your Purchase (in accordance to the specification agreed under your Purchase), submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
11.3 CHAINUP will assist you in configurating and/or integrating the product within the agreed scope of the specifications of your purchase, provided that you have allow all and every reasonable and necessary access for CHAINUP to do so;
11.4 Such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you; or (ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by you within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) you start using the Product during the Provision Period or in a live environment, whichever is earlier.
10. Any delay and/or failure in providing the service due to your delay or failure shall not incur any liabilities against CHAINUP.
11. Each party will appoint a single point of contact as set forth in the SOW who will serve as their primary representative, have overall responsibility for managing performance, and meet with the other party’s representative to review progress. Change requests are governed by the change management procedures as set forth in the Terms.
12. Upon completion of such Provision Period as stipulated above, the product shall be deemed accepted by you in a satisfactory state and condition as at the start of the service (“Deemed Acceptance”).
13. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by you. CHAINUP is therefore entitled to charge additional fee against you for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
14. Notwithstanding anything to the contrary herein, you shall bear full liability for all errors, omissions and/or configuration by you without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
15. Insofar as this Terms do not refer to any other capacity of you, you are irrevocably deemed to be a professional user acting in the context of your professional activities, and you are deemed to possess the relevant know-how in relation to the product and service.
16. CHAINUP is entitled to charge for any additional specification, configuration or changes to the service and/product. CHAINUP reserves its right to refuse or reject any such additional matter.
17. CHAINUP does not bear any responsibility in the event that such instructions provided by you contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, you hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
18. CHAINUP shall, without prejudice to your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with your Purchase, or, the reasonable industry standards if such is not stated expressly in your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
19. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to your Purchase. However, as you contract directly with your end-users, therefore you shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, wilful misconduct or fraud.
20. Monthly Service Uptime requirement:
20.1 The operational uptime of the Services is equal or higher than the monthly service uptime percentage as stipulated below. The monthly service uptime percentage refers to the percentage of the total number of minutes in the calendar month minus the number of minutes of downtime in that month, over the total number of minutes in the same calendar month.
20.2 The specific formula is as follows:
Monthly Service Uptime % = [(total minutes of the month) – (total minutes of downtime)] / (total minutes of the month) x 100%
20.3 The monthly service uptime percentage requirement is as follows:
High importance, BTC, ETH, TRON, BSC, ATOM, NEAR and any other blockchains as
mutually agreed by the Parties from time to time: ≥ 99%. In this case, the total permitted minutes of downtime in a month = total minutes of the month× (1-0.99)
20.4 Others: POLYGON and any other blockchains than those described above as high importance:≥ 95%. In this case, the total permitted minutes of downtime in a month = total minutes of the month × (1-0.95)
21. Speed requirement:
21.1 Each production chain supports 10 to 20 requests per second and collectively 864,000 to 1,728,000 requests per day
22. Notice and maintenance support:
22.1 In the event of multi-node failures, blockchain node bugs, rollback or other issues which affect the availability of the Service, CHAINUP shall use its best endeavor to ensure that its internal monitoring system discovers the issue(s) as soon as possible, and shall notify you within 2 hours after realizing such issues and inform you of the potential length of downtime and time of recovery.
22.2 CHAINUP shall provide at least 2 weeks prior notice to you in case of any planned service suspension, 72 hours prior notice in case of any planned maintenance that may interrupt or suspend the Service, including but not limited to endpoint upgrades and the relevant data structure changes (if any). CHAINUP shall provide prior notice to you of any emergency maintenance in relation to the Services as soon as reasonably possible.
 
3rd Party Providers Subscriptions and/or Services
23. You are responsible to choose, register and maintain the subscription and/or services and configuration of 3rd party providers to integrate with CHAINUP product. In the event, you engaged CHAINUP to provide support with configuration on the 3rd party providers, paid or otherwise, you agree to indemnify CHAINUP from all liabilities associated to any costs and actions brought against CHAINUP.
 
Representation and Warranty
24. By signing and executing an Order Form, you represent and warrant that:
24.1 you have the rights to receive any Assets through the service and/or product; and
24.2 you will not use or operate the service and/or product provided under your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;
 
Lien and Set-Off
25. Lien
25.1 CHAINUP has the right of general lien over your Assets that is held by CHAINUP (if any) in its provision of the service and/or product to you until the satisfaction of your obligations and liabilities arising under your Purchase to CHAINUP in respect to any fees and expenses or otherwise incurred in the performance of services and/or provision of product; and
25.2 CHAINUP may, without prior notice to you, enforce or exercise such right of general lien over the Assets in accordance with applicable laws and legal requirements.
26. Set-Off
26.1 CHAINUP has the right, without prior notice to you, to set off any payment obligation owed by you to CHAINUP in relation to liabilities arising under your Purchase against any payment obligation owed by you to CHAINUP, whether or not matured or contingent and regardless of the place of payment or currency of either obligation (and for such purpose the CHAINUP may make any currency conversion necessary at the CHAINUP’s prevailing rate).
27. CHAINUP’s rights under this section are in addition to any general lien, set-off or other rights to which CHAINUP may be entitled under any applicable law or legal requirement or otherwise.
 
Consequences Of Termination
28. In the event of termination of your Purchase, it is your responsibility to settle and/or finalise all and any outstanding matters related to the service and/or product, including but not limited to:
28.1 announce and/or to inform your affected parties of such termination of service and/or product;
28.2 make arrangement or alternatives for your end-user before such termination date or before such service and/or product cease to operate (whichever is earlier);
28.3 in the event you require additional management service from CHAINUP, you shall confirm such additional service with CHAINUP subject to additional payment paid by you to CHAINUP; and/or
28.4 any other actions that you shall carry out and/or comply to make sure interest of your affected parties is protected.
29. CHAINUP shall not be liable for any failure, delay or non-compliance incurred during such termination.
COMPLIANCE AS A SERVICE
Version. 20241125v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Compliance As A Service (“CaaS”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“CaaS” refers to the advisory and consulting services, Managed Services and/or any other support services as described in a SOW attached to the Order Form;

“Deliverable” refers to a project output agreed with you in the Order Form (“OF”) signed;

“General Terms and Condition” refers to the General Terms and Condition that can be found at www.CHAINUP.com/service-terms;

“Managed Services” refers to the applicable recurring services to monitor or manage applications, platforms and/or systems and/or any other support services as described in a Statement of Work or Scope of Work or

“SOW” attached to the Order Form;

“Product” refers to any associated product and/or software (and its specification) provided in the CaaS in accordance to the Order Form, if any;

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continued access and/or usage of Service and/or Product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Services
4. The services offered by CHAINUP under this agreement will be provided on a Time and Material (i.e. Man-Day Rate or Man-Hour Rate) basis or Fixed Scope Fixed Price basis or subscription basis as described in an Order Form and/or SOW. These services are delivered remotely as default unless indicated as on-site with additional costs at your location.
5. Unless explicitly specified in the Purchase, all fees are exclusive of expenses, which will be billed to you separately. These expenses include direct costs incurred, such as communication, travel, accommodation, subsistence, and document handling (e.g., photocopying, printing, courier services, etc), as well as administrative and technology charges allocated to the engagement.

Assumptions
6. The provision of CHAINUP’s services is based on the following key assumptions:
6.1 Before the engagement with you, both Parties shall come to an agreement on the scope of work that shall be reflected in the Order Form;
6.2 CHAINUP shall not be obligated to assume management duties, make managerial decisions, approve or sign agreements or similar documents, exercise discretionary authority on your behalf, initiate accounting transactions, prepare original data that is not subject to review and approval by you or have custody over your assets;
6.3 the service will be carried out based on representation and information provided by you. As such, CHAINUP carries out our services on the basis that such representations and information are accurate, complete and not misleading, and we will not verify it or check it in any other way; and
6.4 CHAINUP will not carry out services in the nature of an audit or legal opinion or assessment for regulators or licensing. Accordingly, CHAINUP will not express and audit or review opinion. CHAINUP will not represent you with any public authorities, or produce contracts or agreements for you. For the avoidance of doubt, our services does not include providing comfort on the legal effect and enforceability of agreements and contracts.
 
Third Party Providers and Authorizations
7. To ensure prompt assistance when needed, you authorize CHAINUP to work with all of your external vendors that we may require to collaborate with to provide our services. This includes, but is not limited to, your cloud service providers, Web and Domain Hosting Provider, and data repository provider (“Third Party Providers”). During the onboarding process, we will review with you to identify all the vendors you need to authorize. If we are not authorized for a specific vendor, we may, at our discretion, charge you extra for the time it takes to obtain authorization to interact with that vendor on your behalf. If you engage with any new vendors that we need to work with after this agreement begins, you agree to ensure that we are authorized to act on your behalf at the start of your relationship with the new vendor.
8. For the avoidance of doubt, you are responsible to engage, subscribe, manage and pay for such Third Party Providers directly for such Third Party Providers’ subscription and/or service required.
9. The Terms & Conditions of the Third Party Providers apply to you directly. CHAINUP does not bear any responsibility or liability with regard to the products and services of such Third Party Providers. You shall guarantee and indemnify CHAINUP for any claims by such Third Party Providers for whatever
reason and you shall fully indemnify CHAINUP for all costs, damages, costs and expenses that CHAINUP incurs as a result thereof, including lawyer fees.
 
Rights and Obligations
10. By signing and executing an Order Form, you hereby agree and acknowledge that:
10.1 you shall actively cooperate with CHAINUP for CHAINUP to carry out the service, including but not limited to provide CHAINUP with its necessary office facilities access and/or reasonable assistance on such access;
10.2 you shall allow CHAINUP access and/or usage of any equipment and software, servers, systems, networks, related machinery, attachments, features, information or whatsoever materials that may be necessary to perform the service, as the case may be;
10.3 you shall make freely available to CHAINUP with all documentation associated with the relevant systems that interfaces with the application provided by CHAINUP, if any, including but not limited to, working documents, original program media, current data backup copies and equipment logs which are necessary to facilitate the CaaS provided by CHAINUP;
10.4 you shall be solely responsible at your own costs, to undertake all necessary steps and measures in respect of the data protection. CHAINUP shall not be responsible for any such data protection and shall not be liable for any loss or damages resulted by such data protection failure;
10.5 you agree to cooperate with CHAINUP’s personnel in order to provide, maintain or resolve any issues in relation to the provision of CaaS under your Purchase, failing which CHAINUP shall not be liable for any delay or failure to provide, maintain or resolve any issues of the CaaS purchased; and
11. Any delay and/or failure in providing the service due to your delay or failure shall not incur any liabilities against CHAINUP.
12. You shall designate an individual who possesses suitable skill, knowledge and experience to be responsible at all times for your decisions and to oversee the services. Such an individual, preferably within senior management, would understand the objectives, nature and results of the services and the respective responsibilities of yourselves and CHAINUP. For this purpose, you shall have designated a suitable personnel to be responsible at all times for making decisions and overseeing the services. This individual may be contacted via email which will be provided to CHAINUP before the commencement of work.
13. You confirm that the definitions and scope of the services detailed in the Purchase are sufficient to address your needs and you will ensure full cooperation with CHAINUP, including the availability of qualified and appropriately skilled personnel for meetings and interviews, and disclosure on a timely basis of all information deemed pertinent, to CHAINUP, for the completion of the service.
14. Should there be any changes in the representations or information provided to CHAINUP by the you, the designated individual is to inform CHAINUP forthwith about this change in the representation and/or information.
15. CHAINUP’s performance depends on you also performing your obligations under this contract. You agree that CHAINUP are not liable for any default that arises because you did not fulfil your obligations.
16. CHAINUP will not cover for claims resulting from the following:
16.1 modifications or improper system maintenance or calibration not carried out or authorised by CHAINUP;
16.2 malicious software (including but not limited to viruses, worms, etc.) not introduced by CHAINUP;
16.3 issues or performance limitations of any non-CHAINUP software or product that affect systems integrating to CHAINUP support or service.
 
Intellectual Property
17. CHAINUP continues to own the intellectual property rights in the Deliverable and any materials created under this Purchase, and the you have a limited, non-exclusive, non-transferable license to use the Deliverable in accordance with the terms set out in this contract.
 
Representation And Warranty
18. By signing and executing an Order Form, you hereby represent and warrant that you will not issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, money-laundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions. In the event there is any breach of rules and regulations, you hereby indemnify, defend and hold harmless CHAINUP (including its shareholders, directors, employees, agents, and representatives) absolutely and forever, from and against any loss, damages, liabilities or whatsoever responsibilities arose therefrom.
19. CHAINUP shall not bear any responsibilities or liabilities arising from the abovementioned risks or any operation and/or usage by you, as well as its corresponding loss.
20. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by you due to your own tardiness in submitting applicable report or applying for any applicable license.
 
Disclaimer of Warranties
21. The Deliverable will be prepared based on the information provided by you and you are responsible for factual accuracy of the information provided to CHAINUP.
22. It is agreed that the Deliverable will not be used by you for any other purposes, other than for information and for internal consumption. It cannot be used as part of documents submitted as part of any licensing procurement, or used for any other purposes, including any audit or used in any court proceedings. Under no circumstances shall the Deliverable, in whole or in part, be used as evidence in any legal, regulatory, or judicial proceedings, or relied upon in connection with any dispute or litigation, without the prior written consent of CHAINUP. In the event CHAINUP provides its consent in such circumstances, CHAINUP expressly disclaims any responsibility or liability for the use of the Deliverable in any court, tribunal, or other adjudicatory body, or for any consequences arising from such use, whether permitted or not. You to indemnify and hold CHAINUP harmless from any claims, damages, or liabilities resulting from the misuse of the Deliverable contrary to the terms of this clause.
23. The Deliverable is confidential and may not be disclosed to any other third party without the prior written consent of CHAINUP. You may not make reference to CHAINUP or our logo in any public document and may not make any public statement about CHAINUP of the service.
24. CHAINUP owes no duty of care to you in relation to the Deliverable. You waive all claims against CHAINUP and its affiliates, including its employees, directors, representatives and agents for any cause of action which may arise from the your use of the Deliverable.
25. The passage of ten (10) working days from the date when the Deliverable is provided to you without receipt by CHAINUP of a non-acceptance by you, or use by you of the Deliverable, will constitute acceptance by you of the Deliverable.
 
Ownership
26. All materials, including but not limited to copyrights, trademarks, logos, and other distinctive marks (collectively referred to as “Materials”) of each party shall remain solely owned by that party. Except as explicitly stated in this STC, no rights to use these Materials are granted. These Materials are proprietary and cannot be copied, duplicated, or distributed for any reason. Any non-third party software installed or supplied by one party for the use of the other remains the proprietary software and exclusive property of the party that provided it.
 
Non-Solicitation
27. You shall not for the term of the Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by CHAINUP at any time in relation to the Agreement without the express written consent of CHAINUP.
 
Limitation of Liability
28. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of CHAINUP, its affiliates and service providers, or any of their respective officers, directors, agents, employees or representatives, exceed the fees paid or payable to CHAINUP per SOW for services on Time and Material (i.e. Man-Day Rate or Man-Hour Rate) basis and/or Fixed Scope Fixed Price basis, or during the 6-month period immediately preceding the first incident giving rise to such liability for services on subscription basis.
29. We shall not be held liable to any party other than you in relation to our services. You agree to indemnify us, our affiliates, partners, employees, and subcontractors for any liabilities, including legal expenses, arising from claims made by third parties concerning the services provided.
REAL WORLD ASSETS (RWA) PLATFORM
Version. 20250410 v1.0

This Specific Terms and Conditions (“STC”), the General Terms and Condition (“Terms”) and the Order Form (collectively the “Purchase”) are deemed as part of the terms and conditions to govern the contractual relationship between You and CHAINUP. It shall be effective between You and CHAINUP from Effective Date upon Your signing and execution of the Order Form to purchase the Compliance As A Service (“CaaS”). This STC does not require any signing.

Definitions And Interpretation
1. In this Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“Annual Fee” refers to the applicable annual fee as agreed and set forth in Order Form;

“Assets” means digital assets, tokens or cryptocurrencies owned by You which are kept, received or deposited and custodised with CHAINUP, if any;

“General Terms and Condition” refers to the General Terms and Condition that can be found at https://www.CHAINUP.com/service-terms ;

“Product” refers to the product and/or software (and its specification) in relation to the RWA service and/or product in accordance to the Order Form, if any;

“RWA Wallet” refers to the wallet embedded within the RWA Platform that secured the Assets within a shared blockchain address that is custodised with
CHAINUP;

“Technical Service Fee” refers to the technical service fee as agreed and set forth in Order Form;

“Token Issuer(s)” means You, who is a person or entity who create and deploy a smart blockchain contract to launch a digital token;

“Token Investor(s)” means a person or entity who purchase a digital token launched by a Token Issuer;

“Token Offering” means an offer of a digital token for sale to the Token Investors by the Token Issuer

2. This STC may be amended and/or updated from time to time and will be posted on CHAINUP’s relevant website. Your continue access and/or usage of service and/or product after such amendments and/or updates have been posted shall constitute Your agreement and consent to all of the relevant changes.
3. Any capitalized terms not defined herein shall have the meanings ascribed to those in the Order Form and/or the General Terms and Conditions.

Product and Payment
4. Any purchase of service and/or product shall be in accordance to the package, version and/or any other service and/or product specification set forth and agreed in the Order Form.
5. Upon receipt of payment from You, CHAINUP shall create a merchant account for You within 5 working days.
6. Any other additional service fee such as KYC, SMS gateway charges, email or whatsoever communication incurred shall be borne by You.
7. The service start date shall be the date specified in the Project Commencement email issued by ChainUp.
8. This Terms shall only be applicable for the service and/or product in relation to the RWA service and/or product. For avoidance of doubt, in the event You have purchased other services and/or products together with the RWA service and/or products, You shall refer to those other Specific Terms and Condition for the relevant other services and/or products.

Service
9. CHAINUP’S provision of service is subject to Your obligation to provide proper and timely preparation, integration and/or whatsoever arrangement of the necessary resources, facilities and/or external platform. As provision of service is after the creation of merchant account, hence, any failure or delay
of the abovementioned obligation shall not incur any liabilities against CHAINUP.
10. During the provision of service:
a. You shall conduct Your own inspection of the product in accordance to the specification agreed under Your Purchase;
b. in the event that there is any defects, inaccuracy or whatsoever issues of specification or functions of the product found in Your Purchase (in accordance to the specification agreed under Your Purchase), You shall submit the same to CHAINUP in writing the details within the first thirty (30) days from the date of merchant account creation (“Provision Period”); and
c. CHAINUP will assist You in configurating and/or integrating the product within the agreed scope of the specifications of Your purchase, provided that You have allow all and every reasonable and necessary access for CHAINUP to do so;
d. such provision of service shall be deemed as completed upon (i) expiry of Provision Period without any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by You; or (ii) if there is any defects, inaccuracy or whatsoever issues raised, submitted and/or notify by You within the Provision Period, such defects, inaccuracy or whatsoever issues has been solved, settled or taken care by CHAINUP; or (iii) You start using the Product during the Provision Period or in a live environment, whichever is earlier.
11. Upon completion of such Provision Period as stipulated in Clause 10.d., the product shall be deemed accepted by You in a satisfactory state and condition as at when the service is provided (“Deemed Acceptance”).
12. All and any defects and non-conformities of the service and/or product not submitted, raised or notify in writing within such Provision Period shall be deemed as a waiver of rights by You. CHAINUP is therefore entitled to charge additional fee against You for any request to fix, make good or configure such defects and/or non-conformities submitted after Deemed Acceptance.
13. Notwithstanding anything to the contrary herein, You shall bear full liability for all errors, omissions and/or configuration by You without obtaining prior advice from CHAINUP. CHAINUP does not bear any liability with regard to any performance by any third-party that is not appointed by CHAINUP.
14. CHAINUP is entitled to charge for any additional specification, configuration or changes to the Service and/Product. CHAINUP reserves its right to refuse or reject any such additional matter.
 
Assets
15. The following Terms and Conditions under the heading of “Assets” shall only be applicable for the RWA wallet embedded within the RWA product. For avoidance of doubt, in the event You have purchase RWA product together with any additional Custody service, You shall refer to the Specific Terms and Condition for Custody.
16. CHAINUP is responsible to safeguard Your Assets which are custodised with CHAINUP with reasonable industry standards. For the avoidance of doubt, the title of any such Assets provided being held and custodised with CHAINUP shall remain vested with You and/or its respective rightsholder and do not become the property of CHAINUP.
17. You hereby acknowledge that Your Assets are secured in a shared blockchain address and that its interest in such Assets may not be identifiable by specific individualized specific coins, tokens or cryptocurrency unit or specific transaction history, blockchain address or private key or any form of physical documentation or electronic records. CHAINUP is to maintain records of Your interest in such Assets regardless of the manner of which the Assets being secured.
18. Any and all transactions on a blockchain network are irreversible and final, even if such transactions are unintended or unauthorised. CHAINUP will not be and is not responsible for any transactions occurring in any RWA Wallet initiated by You, nor is CHAINUP responsible for tracing, reversing, or refunding any such transactions.
19. In the event of termination or expiry of Your Purchase (whichever is applicable), You shall provide CHAINUP clear and accurate instructions in writing to enable CHAINUP to return all Your Assets provided to and custodised with CHAINUP back to You within seven (7) business days after the termination or expiry date provided that there is no outstanding payment owed by You to CHAINUP.
20. CHAINUP does not bear any responsibility in the event that such instructions provided by You contain any inaccuracy, incompleteness, discrepancy, ambiguity or is unauthorised or fraudulent. Further, You hereby indemnify CHAINUP and to defend and hold CHAINUP harmless from all loss incurred in connection with any such authorisation and/or instruction, except any loss resulting from CHAINUP’s gross negligence, wilful misconduct or fraud.
21. CHAINUP shall, without prejudice to Your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating, developing and maintaining the operation of the service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with Your Purchase, or, the reasonable industry standards if such is not stated
expressly in Your Purchase. Parties agree and acknowledge that, in relation to such creating, developing and maintaining the operation of service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations for the purpose of this Clause.
22. CHAINUP shall use no less than the reasonable industry standard endeavours, and due care and skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to Your Purchase. However, as You contract directly with Your end-users, therefore You shall also be responsible for the cybersecurity measures taken in relation to operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct losses and damages attributable by CHAINUP’s gross negligence, fraud and/or wilful misconduct.
 
Representation and Warranty
23. By signing and executing an Order Form, You represent and warrant that:
a. You have the rights to receive any Assets deposited by end-user through the service and/or product; and
b. You will not use or operate the service and/or product provided under Your Purchase, issue or cause to be issued any instructions, or use or carry out any activities in a manner that could cause CHAINUP violate any applicable laws, regulations, orders or legal requirements, any notices, directives, requirements, guidelines or conditions issued by any regulatory or supervisory authority, including those pertaining to the prevention of fraud, moneylaundering, terrorist financing and the provision of financial or other services to any person or entity which may be subjected to sanctions;
c. You are responsible for maintaining the confidentiality of Your user content and any of Your non-public information.
d. CHAINUP shall, without prejudice to Your Purchase, ensure that (i) no less than the reasonable industry standard security procedures and technology in creating and developing the RWA Wallet service and/or product, and (ii) the service and/or product shall be rendered in the manner in accordance with Your Purchase, or, the reasonable industry standards if such is not stated expressly in Your Purchase. Parties agree and acknowledge that, in relation to such creating and developing of the RWA Wallet service and/or product, CHAINUP may unilaterally make any changes, adjustment, alterations of this STC.
e. CHAINUP shall use no less than the reasonable industry standard endeavours, and due careand skill in relation to the cybersecurity measures taken to maintain the cybersecurity in relation to Your Purchase. As You contract directly with Your end-users, You shall also be responsible for the cybersecurity measures taken in relation to Your operation of the service and/or product. Parties agree and acknowledge that CHAINUP will only liable for any direct
losses and damages attributable solely by CHAINUP’s gross negligence, fraud and/or willful misconduct.
f. Any and all transactions on a blockchain network are irreversible and final, even if such transactions are unintended or unauthorised. CHAINUP will not be and is not responsible for any transactions occurring in any RWA Wallet, nor is CHAINUP responsible for tracing, reversing, or refunding any such transactions.
 
Token Issuers’ Acknowledgments and Undertakings
24. You shall be solely responsible for the Token Offering and shall hold CHAINUP harmless and indemnify from and against any direct or indirect liabilities, obligations or damages arising from or related to the relationship between You, the Token Issuers, Your Token Investors or any third party and CHAINUP who is only a technology service provider.
25. You are responsible for and shall furnish Your Token Investors with accurate and pertinent information to enable them to comprehend with complete knowledge of the advantages and potential drawbacks of Your digital token and its project. In this sense, You shall always act with good faith.
26. At all times, You are responsible for and have to comply with such regulations, laws and standards applicable to You, the Token Issuers and Your Token Investors. Hence, You are responsible for seeking the professional advice required or that You deem necessary in order to be able to comply with all Your legal, compliance, financial, etc. obligations that You may have.
27. The RWA platform is provided on an “AS IS” basis. Therefore, CHAINUP expressly disclaims any warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to suitability, completeness, behaviour, accuracy, merchantability and/or fitness for a particular purpose. You understand and acknowledge that in no case CHAINUP shall be liable for You, the Token Issuers, Your Token Investors or any third party for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with the information uploaded by You or on advice provided by a third party professional advisor that You have engaged.
 
Termination
28. In the event of termination of Your Purchase, the end-user data will be preserved for fourteen (14) days (“Retention Period”) and made available to You within a commercially reasonable timeframe. After this Retention Period, You acknowledge that such end-user data may be permanently deleted
from CHAINUP’s server and shall be irrecoverable. After this Retention Period, CHAINUP makes no representations or warranties as to the preservation or integrity of the end-user data. Notwithstanding anything to the contrary, You agree that CHAINUP may retain end-user data as required to comply with applicable legal or regulatory obligations even after termination of this Agreement.
29. In the event of termination of Your Purchase, it is Your responsibility to settle and/or finalise all and any outstanding accounts of Your or Your end-user in the service and/or product, including but not limited to:
a. announce and/or to inform Your end-user of such termination of service and/or product;
b. make arrangement or alternatives for Your end-user to withdraw assets or transfer assets from the service and/or product before such termination date or before such service and/or product cease to operate (whichever is earlier);
c. in the event You require additional management service from CHAINUP, You shall confirm such additional service with CHAINUP subject to additional payment paid by You to CHAINUP; and/or
d. any other actions that You shall carry out and/or comply to make sure the interest of Your end-user is protected.
30. CHAINUP shall not be liable for any failure, delay or non-compliance incurred by You to Your endusers during such termination.
 

Ooi Sang Kuang

Chairman, Non-Executive Director

Mr. Ooi is the former Chairman of the Board of Directors of OCBC Bank, Singapore. He served as a Special Advisor in Bank Negara Malaysia and, prior to that, was the Deputy Governor and a Member of the Board of Directors.

ChainUp: Leading Provider of Digital Asset Exchange & Custody Solutions
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