GENERAL TERMS AND CONDITIONS
1. GENERAL TERMS OF SERVICE
These Terms of Service and any terms expressly incorporated herein ("Terms") along with the Privacy Policy apply to your access to and use of this website, including the platform provided by this website (“the Website and/or “the Platform”) and constitutes an agreement between you, the User (“You” or the “the User”), and Insaaph Capital Proprietary Limited (“Insaaph Platform”), Consilience 1010 Limited (“Consilience”) and any of its associated companies, including but not limited to, Insaaph Capital SPV Proprietary Limited (“Insaaph” “we” or “us”).
This Website is issued and communicated by Insaaph Capital Proprietary Limited. These Terms further extend not just to your use of the Website and Platform, but also any services rendered by us in respect of the Platform, including but not limited to the services we render in respect of the various products on our platform (“the Services” and the “Collective Services” when used in conjunction with the Website and the Platform). By creating an account with us and/or by using this website, You have agreed to our Terms. Our Terms are continuously updated in conjunction with improvement of the Services and compliance with the dynamic regulatory environment that governs our Services. We will notify You should our Terms change. By continuing to use the Website, our Platform and our Services, You have agreed to our updated Terms. Should You disagree with these Terms and/or do not wish to be bound to our updated terms (as applicable), You are free to discontinue using the Collective Services and may request that your account, if any, be disabled and/or deleted as required by the applicable laws and in accordance with our data policies. Please note that these Terms operate in conjunction with specific terms and conditions that regulate specific products and services, including but not limited to, your Wallet terms and conditions, your staking terms and conditions, terms and conditions for Over-the-Counter trades (OTC) and the terms and conditions for each product on our Platform (“the Specific Products and Services”). You should therefore acquaint yourself carefully not only with these Terms, but the applicable terms that apply to any Specific Service.
2. DEFINITIONS
“Services” means the Insaaphcapital.com website (“Insaaph Website”) and the Insaaph Alternative Investments Platform (“Platform”) we have made available to You after You agreed to these terms and have passed our KYC and AML verification procedures, and the related services we render in relation to the website, the Platform such as our OTC services, your wallet, functionalities pertaining to transacting and interacting on the blockchain with digital assets and smart contracts and generally the Insaaph product offerings.
“User Data” means data inputted by you, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services and may include your personal information
“Account” means your account that You opened when You signed up using the Platform on the Insaaph Website.
3. IMPORTANT DISCLAIMERS
“We do not warrant that your use of the Services will be uninterrupted or error-free, that the Services will meet your requirements and we are moreover not responsible for any transaction delays, transaction failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and the blockchain, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of communications facilities. You also acknowledge that there are risks associated with utilizing an internet-based system such as the blockchain including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that We shall not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when transacting via the Services, however caused.
Your use of our Services is at your own risk, and You should understand that digital assets are inherently risky, volatile, and to a large degree, still unregulated. Subject to Clause 8, we will not be responsible for the transactions You execute on our Platform and your utilisation of our Services is entirely at your own risk. We will further not be liable for errors caused by human error on our part, and further, we will not be responsible for financial losses incurred by You when You execute transactions on the blockchain, and, for whatever reason, your digital assets have been destroyed, are lost, or have lost its apparent underlying value.
In using our Services, You may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and X links ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between You and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and You understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
Your use of our Services will be limited, suspended or blocked until You have completed our KYC and AML verification procedures imposed on us by the applicable legal framework. These regulatory requirements are dynamic and You should accordingly be aware that You will be continuously assessed for AML/KYC related compliance, and that your failure to comply, may result in the closure and suspension of your account.
In the event of a breach of these Terms, or any other event hat would make provision of the Services commercially unreasonable for Insaaph, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Account and all related information and files in such Account without liability to you, including, for instance, in the event that You breach any term of these Terms. In the event of termination, Insaaph will attempt to ensure that, in respect of an Insaaph generated wallet, that You have access to your private keys, unless Insaaph believes You have committed fraud, negligence or other misconduct such as breaching the applicable anti-money laundering laws.
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS SCHEDULED OR UNSECHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
4. LIMITATION OF LIABILITY
(a) EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL INSAAPH, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR INSAAPH MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM INSAAPH, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO INSAAPH’ RECORDS, PROGRAMS OR SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INSAAPH (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE THE SERVICES EXCEED THE MANAGEMENT AND PERFORMANCE FEES PAID BY YOU TO INSAAPH IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
5. INDEMNITY
You agree to defend, indemnify and hold harmless Insaaph (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of, or conduct in connection with, our Services; (b) any feedback You provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If You are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
6. ACCEPTABLE USE OF OUR SERVICES
When accessing or using the Services, You agree that You will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that You are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, You agree that You will not:
a. Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
b. Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or other illegal activities;
c. Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
d. Use or attempt to use another user's account without authorisation;
e. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that You are not authorised to access;
f. Develop any third-party applications that interact with our Services without our prior written consent;
g. Provide false, inaccurate, or misleading information; and
h. Encourage or induce any third party to engage in any of the activities prohibited under this Section.
7. TERMINATION
You can close your user Account with us at any time on the giving of 30 days’ notice. Your notice or request for closure must and can only be made through your user Account. We can suspend or close your user Account at any time on any of the following grounds including but not limited to:
a. there are acts of bad faith performed with or through your user account;
b. if You do not comply with these Terms of Service in any way
c. if You abuse and/or misuse our Services;
d. if the security or integrity of the Services or other users of the Services is compromised;
e. if You make any fraudulent or false representations to us in respect of your account, and in respect of the information we require to verify You for regulatory purposes;
f. if we detect any unauthorised or suspicious activity on your user Account, including money laundering activity and multiple Account operation;
g. if our continued association with You becomes detrimental to our reputation; and
h. if legal requirements or laws necessitate the suspension or closure of your user Account.
8. DISPUTE RESOLUTION
Any dispute arising out of these Terms, however arising, indirect or direct, and in any other respect whatsoever (“the dispute”) – including a dispute regarding the validity and enforceability of this arbitration clause - shall be resolved by way of private and confidential arbitration (“the Arbitration”). The Arbitration shall be held at a venue in South Africa and the Arbitration shall be governed by the then current rules of the Arbitration Foundation of Southern Africa (“AFSA”).
The Arbitration shall be conducted by a single arbitrator who must be a QC qualified barrister from the United Kingdom, Canada or Australia, or, a Senior Counsel qualified advocate from the Cape Bar Society in South Africa. The Arbitrator must further have been awarded the status of Senior Counsel for a period of at least five years, and further, must have substantial experience in commercial law.
The arbitration award shall be final and binding with no appeal, and the parties’ consent to enforcement of the award by the relevant and competent Courts in South Africa and any other competent court with jurisdiction. The governing and procedural law of the dispute and the agreement shall be the laws of the South Africa.
9. DISPUTE RESOLUTION
Insaaph is in the process of being registered and licensed in The Cayman Islands. The license and registrations of Insaaph may extend to certain other jurisdictions, including your own jurisdiction. Our efforts and applications in respect of these licenses or registrations (as applicable) may impact our provision of, and your use of, our Services depending on where You live or are domiciled. By creating an Insaaph Account and using our Services, You acknowledge that You have read, understand and agree to those disclosures that are applicable to you.
10. MISCELLANEOUS
These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement You may have with Insaaph, such as the terms and conditions for Specific Services. In the event of any conflict between these Terms and any other agreement You may have with Insaaph, these Terms shall have precedence.
We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion, by posting the amended Terms via the Insaaph Website or by communicating these changes through social media. The amended Terms will be effective immediately thereafter and your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
Insaaph shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond Insaaph’s reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labour dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Insaaph’s reasonable control (each, a "Force Majeure Event").
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Insaaph, including by operation of law or in connection with any change of control. Insaaph may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
11. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the Insaaph and Insaaph product logos and all designs, text and graphics.
We hereby grant You a limited, nonexclusive and non-sublicensable license to access and use the Insaaph Materials for your personal or internal business use. Such license is subject to these Terms and does not permit (a) any resale of the Insaaph Materials (b) the distribution, public performance or public display of any Insaaph Materials; (c) modifying or otherwise making any derivative uses of the Insaaph Materials or any portion thereof; or (d) any use of the Insaaph Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
12. U.S. PERSON RELATED DISCLAIMER
Access to products and services detailed on this website may be restricted for certain persons or countries. In particular, the products and services referred to herein are not available to U.S. Persons, as defined by Regulation S of the United States Securities and Exchange Commission, as amended ("U.S. Persons"). The information contained on this website is not available to U.S. Persons. Investors who are such "U.S. Persons" should not view this Website. The provision of the information in this website does not constitute an offer of securities to any person in the United States or to any "U.S. Person." Insaaph Capital is not registered under the U.S. Investment Company Act of 1940, as amended, nor is the sale of any of our products tokens registered under the U.S. Securities Act of 1933, as amended. Consequently, it cannot be offered for sale or be sold in the United States, its territories, possessions or protectorates under its jurisdiction, nor to nationals, citizens or residents in any of those areas, except pursuant to a valid exemption.
13. NO INVESTMENT ADVICE
Nothing contained on this Website constitutes, and nothing on this Website should be construed as, investment advice or a recommendation to buy, sell, hold or otherwise transact in any investment including interests in the Services. It is strongly recommended that You seek professional investment advice before making any investment decision.
The information on this Website is provided for information only and on the basis that You will make your own investment decisions.
The information on this Website does not take account of any investor's investment objectives, particular needs or financial situation. Investment in the Services may not be suitable for you. In addition, nothing on this Website shall, or is intended to, constitute financial, legal, accounting or tax advice.
This Website is not intended to provide investment advice to nor carry on any other investment services and activities (as defined in the European Union’s Markets in Financial Instruments Directive 2004/39/EC (“MiFID”)).
Any opinion, article, comment, financial analysis, market forecast, market commentary or other such information which is published on this Website is not binding on Insaaph and is not intended to constitute investment advice.
You should consider whether an investment fits your investment objectives, particular needs and financial situation before making any investment decision. You should also inform yourself as to (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which You might encounter under the laws of the countries of your citizenship, residence or domicile and which might be relevant to the subscription, holding, transfer or disposal of interests in the Services.
14. INFORMATION ON THIS WEBSITE
This Website and the Services contained on it are not directed at, or intended for distribution to or use by, any person or entity that is resident, domiciled, or located in any jurisdiction where such distribution, publication, availability or use would be contrary to the applicable law or regulation, or which would subject the Services or Insaaph to any registration or licensing requirement within such jurisdiction.
The information on the Website is not intended to be the making of a direct or indirect offering or placement of units or shares of an investment fund to investors domiciled or with a registered office in the EEA nor is it intended to be an invitation or inducement to engage in investment activity with respect to investors domiciled or with a registered office in the UK.
15. PRIVACY POLICY
Insaaph is committed to protecting and respecting your privacy. Please refer to the Privacy Policy which sets out the basis on which any personal data we collect from you, or that You provide to us, will be processed by us. By visiting and/or using the Website, Platform and Services, You are accepting and consenting to the practices described in the privacy policy.
16. COOKIES
When You use our products and services, we may make use of the standard practice of placing tiny data files called cookies, flash cookies, pixel tags, or other tracking tools (herein, “Cookies”) on your computer or other devices used when engaging with us. For details on our usage of Cookies please see our Cookie Policy.
As it relates to Electronic Delivery of Reports and Other Communications. You accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. Insaaph, its affiliates and or service providers make no warranties in relation to these matters. Insaaph Capital reserves the right to intercept, monitor, and retain e-mail messages to and from their systems as permitted by applicable law. If You have any doubts about the authenticity of an electronic communication purportedly sent by Insaaph Capital You am required to contact the purported sender immediately. You shall not be entitled to receive any information from Insaaph Capital in paper format.
17. ABOUT US
Insaaph Capital is in progress with the submission of an application for registration as a Virtual Asset Service Provider in the Cayman Islands, and a Asset Manager in the British Virgin Islands. We will provide updates on the status of these applications, as well as any other application we may submit relative to our products and services.
We may be contacted at admin@insaaphcapital.com
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