Last revised on [●] 2022
1. Introduction
This platform, [•name of platform] (“Satori”), is operated by [•] (the “Company”), a private limited company incorporated in Singapore. The term “Services” shall refer to the services made available by Satori, including the Company’s sale of Satori Coin 2.0 (the “Product”). Further details of the Product are set out in Section 4 of the Terms. The Services and Product are relatively new and dynamic. As such, there are risks associated with Satori and the Product that the Company cannot anticipate, and these risks may adversely affect the business, operations, development, uses, features, of Satori and the Product. By accessing the Services or placing an order for the Product, you expressly acknowledge, agree and assume such risks. These Terms (as defined below) form an agreement and define the contractual relationship between you and the Company. Please read the Terms carefully. The Company reserves the right to amend the Terms at any time by posting the revised Terms on Satori. Unless otherwise stated in the Terms, the revised Terms shall be effective as indicated by the “Last revised” date indicated at the beginning of the Terms. Users are responsible for keeping themselves informed of the current Terms. The “Terms” include the terms and conditions set out below and our different policies and guidelines found on Satori. Such policies and guidelines, which are incorporated in these terms and conditions by reference, include but are not limited to, the Privacy Policy. By logging into Satori and/or accessing the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the Privacy Policy. If you do not accept and agree to any of the Terms, you should refrain from accessing or using Satori. Should any material changes be made to the Terms, the Company will, where practicable, provide you with notice of such change, as well as publish the revised Terms on Satori. Your continued use of the Services will be regarded as acceptance and acknowledgement of any amendments or modifications made to the Terms from time to time, whether or not reviewed by you. If you do not accept the revised Terms, you should not use the Services.
2. Interpretation
References to “us”, “we”, “our” and “the Company” refer to the Company. References to “you” and “User(s)” refers to the users of Satori and/or the Services.
2. Use of Satori
Member privileges. You are required to create an account with Satori in order to use the Services and purchase the Product on Satori. In becoming a member, you warrant that:
You further agree not to use Satori or its contents or information for any commercial or non-personal purpose (direct or indirect) or for any purpose that is illegal, unlawful or prohibited by the Terms. Except with our prior written authorisation, you agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell or re-sell any information, software, the Product, or Services.
The Company reserves the right to prohibit you from using the Services (including purchase of the Product) should you be found doing so by unauthorised means or for purposes other than which the Services or Satori is intended to be used.
Identity Verification / Personal Information. Please note that when you create an account with Satori, you will be required to complete our user due diligence process (or enhanced user due diligence process, as we deem fit) which will be undertaken by our third-party service provider assisting with conducting relevant anti-money laundering and know-your-customer checks (“AML/KYC”). We may, in our absolute discretion, request for documents from you for the purpose of verifying your identity and source of funds in compliance with applicable laws and regulations.
You further agree to cooperate with us in complying with any anti-money laundering and countering terrorism financing laws, regulations and guidelines that apply to us. You acknowledge and agree that we may provide your personal information to governmental and/or regulatory authorities as required by them in accordance with applicable laws, regulations and guidelines and that we cannot be held liable for any liabilities, losses, damages, costs, suits and claims caused to you by such sharing of your personal information.
Secure Access. You are responsible for implementing reasonable measures to secure access to (i) any device connected with your account; and (ii) your username, password and any other login or identifying credentials necessary to access your account on Satori. If you forget your password, you may be unable to access the Services. If your password protection is weak and it is hacked or otherwise obtained by a third party, this may also lead to the loss of your ordered Product. Neither the Company nor its third party service providers shall be responsible for any such loss of your ordered Product.
The Company grants you a limited, restricted, personal, non-transferable, non-sublicensable and revocable licence to access and use Satori and the Services only as expressly permitted in these Terms. Except for this limited licence, the Company does not grant you any other rights or licences with respect to Satori or the Services; any rights or licences not expressly granted herein are reserved by the Company. The content and information on Satori, as well as the software and infrastructure used to provide such content and information, is proprietary to the Company or its affiliates and licensors. You may only use Satori to make bona fide and legitimate redemptions or purchases of the Product. You undertake that all details you provide us in making a redemption or purchase are entirely correct. You also undertake to provide correct and accurate e-mail, postal and/or other contact details to us and acknowledge that we may use these details to contact you in the event that this should prove necessary.
Revocation of Use. We reserve the right at our sole discretion to deny anyone access to Satori and the Services offered at any time without notice, and for any reason, including but not limited to, violation of these Terms.
4. Scope of the Services
The Company reserves the right, in its sole discretion, to the extent permissible under relevant law, to temporarily or permanently modify, suspend, or terminate Satori and/or any portion thereof, including the Services available through Satori, the sale of the Product, and/or your use of Satori, or any portion thereof.
4.1. Satori Coin 2.0
Satori sells the Product, which is a physical coin memorabilia containing one of two private keys to a multi-signature digital non-custodial wallet address (“Multisig Address”).
The Product is created by the Company specifically for the user upon the receipt of an order from the customer on Satori. Key features and steps (non-exhaustive) of the Product is set out below:
4.2. Non-retention of Satori Private Key
The Company will use reasonable endeavours to destroy all copies of the Satori Private Key it possesses after all of the following are completed: (1) the Satori Private Key is formatted into the QR Code sealed within the Product; (2) the Product is shipped out to the Customer; and (3) the Product is delivered to the customer’s receiving address (or deemed to be received by the user under these Terms).4.3. Withdrawal of funds in Multisig Address
5. Conditions of Sale of Product
5.1. Placing an order
You must create an account on Satori in order to place an order for the Product. You may place an order for the Product by completing the on-screen instructions on Satori and clicking on [•] button to proceed. You will be required to accept these Terms as a condition for placing an order for any Product.
You shall be responsible for ensuring the accuracy of your order. All orders from you are irrevocable and unconditional upon your submission of an order, and we are not obliged to give effect to any request to cancel or amend any order. We shall be entitled (but not obliged) to process your order without any further consent or notice to you.
We may be required to undertake AML/KYC in relation to your order and identity pursuant to applicable laws and regulations. We may be unable to complete your order in the event the AML/ KYC checks are not satisfactory (in our sole discretion).
When placing an order, you further represent, warrant and undertake that:
(a) the purchase and delivery of the Product is compliant with all laws and regulations applicable to you, including those in the country or territory or jurisdiction of your residence;
(b) you shall be responsible and liable for any applicable customs duties payable in relation to your purchase and delivery of the Product; and
(c) the delivery address of the Product is your place of residence, and is not a post office box.
5.2. Fees
We will charge you handling fees and fees for producing the Product (“Company Fees”>). You agree to pay us any and all prevailing Company Fees charged by us. The fees are chargeable and non-refundable, even if the transaction was unauthorised, cancelled or made erroneously. We are entitled to deduct and receive the Company Fees from funds that you send to the proxy digital wallet address, as set out on Satori when you place an order.
We may, in our sole discretion, change the applicable transaction fees and/or include new fees from time to time. You will be notified of the fees payable by you prior to you confirming to place an order of a Product on Satori.
5.3. Order Confirmation
[We will send you an order confirmation email after you place your order, make payment of the applicable Company Fees and deposit the relevant funds into the proxy digital wallet address, and we accept your order. The order confirmation email will set out details of the items you have ordered, the assigned confirmed order number, the assigned order ID to your order, the handling and processing fees you have paid to the Company, the delivery fee applicable to your order, and your delivery address.
A contract will be deemed to come into existence between you and the Company at the point the company sends the order confirmation email to you.
If we are unable to accept your order, we will inform you via email and we will not charge you any Company Fees. In such a situation, you will not receive any order confirmation email (or similar). For the avoidance of doubt, you remain responsible for all transaction or network fees payable in relation to transfers of the Company Fees and other funds.
The Company reserves the right to decline to accept any order or to terminate the contract, in its sole discretion. There can be many reasons why we are unable to accept your order or we terminate the contract, including but not limited to compliance with applicable laws and regulations, you do not meet the eligibility criteria (such as AML/KYC checks), we identify an error in the price or description of the product, the product is out of stock, and/or unexpected events or limits on our resources.]
5.4. Delivery and Risk
[We will use specialist third-party delivery service providers (“Delivery Partner”) to deliver the Product you had ordered to your address. We will send an order dispatch notice to your email when your order has been provided to the Delivery Partner for delivery to you. Please note that delivery cannot be made to post office boxes.
The costs of delivery and insurance (if any) vary depending on the delivery address. The delivery cost (and insurance, if any) for your order will be as displayed when you place your order for the Product on Satori
We endeavour to deliver the Product to the Delivery Partner within the estimated ship date set out in the order confirmation email, for onward delivery to your address. However, you acknowledge that we may be unable to do so within the estimated ship date because of reasons beyond our reasonable control.
You acknowledge that all estimated ship date are estimates and delays may occur. The time for delivery shall not be of the essence, and we shall not be liable for any delay in delivery.
You will be able to track the estimated delivery date of your Product by the Delivery Partner. In the event you do not receive your order within the estimated delivery date by the Delivery Partner, you shall inform us within 3 calendar days immediate from the latest estimated delivery date. If we do not receive any notice from you within 3 calendar days of such latest estimated delivery date, you shall be deemed to have received good delivery of your order.
The risk of loss and title for the ordered Product will pass to you upon our delivery of the ordered Product to the Delivery Partner for onward delivery to your address.]
5.5. Refunds
All orders for the Product are non-refundable. You may not seek a refund of any Company Fees paid to us in respect of any order. Further, we are not obliged to accept any instructions or requests to undertake any transactions whatsoever in respect of the Multisig Address. As a result, in the event you cancel your order, the funds deposited in the Multisig Address may be lost or inaccessible forever.
6. General Conditions
Your Satori account is strictly personal and only for use by you. It cannot be transferred, sold or bartered to anyone or any entity. You may not authorise anyone else to use your account.
You are responsible for ensuring that your Satori account is not used improperly. Misuse of Satori may result in termination or suspension of your account and a cancellation of your Order (which may result in loss of your funds in the Multisig Address). We reserve the right to claim compensation from you for any damage we sustain in connection with such misuse.
We further reserve the right to modify Satori, the Services and other features, including these Terms, at any time. No claims for losses or damages may be lodged by you against us as a result of legally required alterations.
You should keep yourself up to date on the applicable Terms. Any use of Satori will be deemed as acceptance of the Terms in force (including the amendments thereon) by you whose account is linked to such use. We reserve the right to audit any Satori account at any time for compliance with the Terms without prior notice being required. We also reserve the right to bar your use of Satori, on a permanent or temporary basis, at our discretion. Any such barred user must not attempt to use Satori under any other name or through any other person.
We further reserve the right, in our sole discretion, to the extent permissible under relevant law, to temporarily or permanently modify, suspend, or terminate Satori and/or any portion thereof, and/or your use of Satori, or any portion thereof. In any of such events, you will still be bound by your obligations under the Terms, including the warranties made by you, the disclaimers and the limitations of liability. Additionally, we shall not be liable to you or any third-party for any termination of your access to Satori.
7. Prohibited Transactions and Activities
The content and information on Satori as well as the infrastructure used to provide such content and information, is proprietary to us or third-party suppliers. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, sell or re-sell any information, software, products or services obtained from or through Satori.
If we suspect that you have breached the Terms or your account shows signs of fraud, abuse or suspicious activity, we may cancel or decline to process any transactions associated with your name, email address or account, and we may close your Satori account. Under such circumstances, we reserve the right not to refund you for the cancelled transactions and/or take any action in relation to the Multisig Address. If you have conducted any fraudulent activity, we reserve the right to take any necessary legal action and you may be liable for losses to us, including litigation costs and damages.
You will bear all liability for any loss or damage, whether suffered by the Company or any third party, resulting from your breach of any of the provisions of these Terms.
In connection with your use of Satori, the Services or in the course of your interaction with us or third parties, you undertake not to:
(a) breach these Terms;
(b) breach or attempt to breach any applicable laws and regulations;
(c) provide false, inaccurate or misleading information;
(d) engage in transactions that are potentially fraudulent, suspicious or illegal;
(e) use services, devices or software used to circumvent the law or remove copyright protections;
(f) infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, including digital or virtual goods; or
(g) aid or abet any of the above.
Additionally, as a User, you represent and warrant not to:
(a) use Satori or its contents for any commercial purpose;
(b) make any speculative, false, or fraudulent redemption or purchase;
(c) access, monitor or copy any content or information on Satori using any robot, spider, scraper or other automated means or any manual process for any purpose without our express prior written permission;
(d) violate the restrictions in any robot exclusion headers on Satori or bypass or circumvent other measures employed to prevent or limit access to Satori;
(e) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on Satori or the Company’s infrastructure;
(f) deep-link to any portion of Satori for any purpose without our express prior written permission;
(g) re-sell, use, copy, monitor, display, download or reproduce any content or information, software, products or services available on Satori for any commercial or competitive activity or purpose;
(h) "frame", "mirror" or otherwise incorporate any part of Satori into any other applications without our prior written authorisation;
(i) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another;
(k) use Satori in any manner which could damage, disable, overburden, impair or otherwise interfere with the use of Satori or other users' mobile phone equipment, or cause damage, disruption or limit the functioning of any software, hardware or telecommunications equipment;
(l) attempt to gain unauthorised access to Satori, other accounts, computer systems, or networks connected to Satori, through hacking, password mining or any other means;
(m) obtain or attempt to obtain any materials or information through any means not intentionally made available through Satori, including harvesting or otherwise collecting information about others such as email addresses;
(n) do anything else which could cause damage to or would otherwise have a negative impact on the Company, Satori, their reputation and/or employees; or
(o) aid or abet any of the above.
8. Marketing / Promotions
From time to time, the Company may run promotions, contests, surveys, privileges and other programmes with affiliates, partners, merchants and agents (collectively, “Marketing Partners”), subject to such Marketing Partners’ additional terms and conditions, which can be found on their respective websites and are hereby incorporated by reference into these Terms.
9. Support
You may contact us for any technical and customer support in respect of the Services provided on Satori.
In the event of fraud, unauthorised use or any suspicious or unusual activity, whether actual or suspected, associated with your account by third parties, you should immediately contact us through Satori or by email. We reserve the right to suspend or terminate all Services to you if we reasonably believe your account or activity is linked to fraud, illegal activity or breach of these Terms.
10. Privacy Policy
We respect your privacy. Our Privacy Policy, which also governs your use of Satori and is incorporated by reference into these Terms, can be found [•link].
11. Intellectual Property
Satori, including all its components, processes and design in its entirety, contains copyright material, trade names and other proprietary information, including but not limited to text, software, photos and graphics. The entire contents of Satori are protected by copyright law. The Company and its licensors own copyright and/or database rights in the original content as well as such content as otherwise amended or enhanced from time to time
You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works or in any way exploit any of the content, in whole or in part, on Satori, except as provided in the Terms. You may use information from Satori for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of material on Satori will be permitted without our express permission and that of the copyright owner’s
Unless stated otherwise, the software required for the Services and Satori and the intellectual property rights (including the trademarks, service marks, logos, designs, copyrights, etc.) in the contents and information and material on Satori are owned by the Company and/or its affiliated or associated companies, licensors or third-party service providers. We do not assume any liability for copyrighted materials provided by third parties or any intellectual property right infringements by such third parties.
12. Links to Third Party Websites and Apps
We may provide hypertext links to other apps. Using such a link, you acknowledge leaving Satori and proceeding at your own responsibility.
13. Legal
13.1. Governing Law
The Terms and the relationship between the Company and you in respect of our Services (including Product) shall be governed by, and construed in accordance with, the laws of Singapore.
13.2. Dispute Resolution
Any dispute arising out of or in connection with or under these Terms, including any question regarding its existence, validity or termination (the “Dispute”) shall be resolved in accordance with the procedure in this Section 13.2.
The party raising any Dispute shall first serve written notice of the Dispute to the other party (“Dispute Notice”). Within seven (7) days of the service of a Dispute Notice, each party shall seek to resolve the Dispute through good faith negotiations. If the Dispute has not been resolved within 30 days of service of the Dispute Notice, either party shall be entitled to refer the Dispute to arbitration in accordance with the remaining provisions of Section 13.2. Notwithstanding the foregoing, nothing in this Agreement shall prevent or delay any party from commencing arbitration proceedings under the remaining provisions of Section 13.2 in relation to any Dispute in which that party seeks interim or emergency relief.
Any Dispute which is not resolved in accordance with good faith negotiations (as referred to above) 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 SIAC for the time being in force, which rules are deemed to be incorporated by reference to this Section. In any arbitration commenced pursuant to this Section, the tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration of the SIAC. The language of the arbitration shall be English, and the seat of the arbitration shall be Singapore. Except as otherwise provided in the Arbitration Rules of the SIAC, any decision of the arbitrator in any matter within this Section 13.2 will be final, binding and incontestable and may be used as a basis for enforcement thereon in Singapore or elsewhere. The arbitrator will be entitled to include in its decision a determination as to the payment of the costs and expenses of the arbitrator, the administrative costs of the arbitrator, the legal fees incurred by the parties, the costs and expenses of witnesses and all other costs and expenses necessarily incurred in the opinion of the arbitrator in order to properly settle the Dispute.
13.3. Entire agreement
These Terms constitute the entire agreement between you and the Company. We may amend the Terms at any time by posting a variation on Satori. The latest version of the Terms will supersede all previous versions as well as any other agreements or understandings (oral or written) between you and the Company.
13.4. Severance
If any provision of the Terms or part thereof is rendered void, illegal or unenforceable by any legislation to which it is subject, it shall be rendered void, illegal or unenforceable only to that extent and shall in no way affect or prejudice the enforceability of the remainder of such provision or the other provisions of the Terms.
13.5. Assignment and Third Party Rights
You may not assign, convey, transfer or delegate your rights, duties or obligations hereunder and you acknowledge that we may assign, convey, transfer or delegate its rights, duties or obligations hereunder without your consent. Other than you and the Company, no other person has any rights to enforce any provision of these Terms.
13.6. Disclaimers
All content and the Services available on Satori (including Product) are provided to you on an “as is where is” basis, and we make no representations or warranties of any kind (whether express or implied). We, our shareholders, subsidiaries, affiliates, officers, directors, agents, employees and third-party service providers, disclaim all representations, conditions and warranties (whether express or implied), including but not limited to implied warranties of title, merchantability, fitness for any purpose, informational content, title or non-infringement of rights of third parties.
We do not represent, warrant or guarantee that the Services (including the Product) will operate error-free or uninterrupted, that defects will be corrected, or that Satori and/or its servers will be free of viruses and/or other harmful components. The Services may be temporarily suspended for maintenance or upgrades, or interrupted or interfered with by multiple factors outside of our control.
You further acknowledge that we are not responsible for information disclosed on Satori that is provided by you and/or third-party service providers (“Third-Party Information”). We will not verify whether, and cannot guarantee that, all Third-Party Information is accurate, complete, correct or up to date, nor can we be held responsible for any errors (including manifest and typographical errors) or sudden changes in market conditions which may make any Third-Party Information displayed on Satori outdated, inaccurate, misleading or untrue.
Further, you understand, acknowledge and agree that:
(a) in the event the Company is bankrupt, you may lose the funds deposited into the Multisig Address because such funds are neither protected nor insured by the Company. The Company is not, and does not intend to be, a trustee or custodian to the funds in the Multisig Address or you in any manner whatsoever;
(b) the Company is not obliged to comply with any requests or instructions from you in relation to the Multisig Address or Satori Private Key;
(c) neither Satori nor the Company is providing any of the following services to you:
(i) custodial or trust services
(ii) safeguarding, custodial, trust or administration of cryptocurrencies or any other assets
(iii) buying or selling of any cryptocurrency;
(iv) facilitating the transfer of any cryptocurrency; and/or
(v) operating, managing or executing any transaction with the Multisig Address (whether instructed by you or otherwise).
13.7. Limitation of Liability
In no event shall the Company, its shareholders, subsidiaries, affiliates, officers, directors, employees, agents, representatives or distributors (“Relevant Persons”) be liable to any person or entity for any loss of revenue, profit, losses, damages, liabilities, costs or expenses of any kind whatsoever arising in connection with the use of the Services or Satori, regardless of whether (1) such loss, damage or expense is caused by negligence or otherwise, and (2) any Relevant Person has any control or influence over the circumstances giving rise to the claim.
For the avoidance of doubt, the Relevant Persons shall not be liable or responsible to any person, for:
(a) any failures caused by server errors, misdirected or redirected transmissions, failed internet connections, interruptions in the transmission or receipt of purchases or any mobile phone virus or other technical defect, whether human or technical in nature;
(b) any person’s interaction with, participation in, or any other activity whatsoever in relation to Satori or the Product in violation of any anti-money laundering, counter-terrorism financing or other regulatory requirements that are imposed in any jurisdiction;
(c) any error, bug, flaw, defect or otherwise of the source code of Satori, the Multisig Address and/or the Products;
(d) any malfunction, breakdown, collapse, rollback or hardforking of any blockchain platform utilised by any digital token or cryptocurrency accepted in Satori;
(e) the divulgence, loss or destruction of the Customer Private Key or the private key of any person’s cryptocurrency or crypto-token wallet;
(f) the Product or Satori being classified or treated by any government, quasi-government, authority or public body as a kind of capital markets product, currency, securities, commercial paper, negotiable instrument, investment, digital payment token or otherwise that may be banned, regulated or subject to certain legal restrictions;
(g) occurrences of natural disasters, acts of God or other events beyond the control of the Company that affect the businesses and/or operations related to Satori and/or the Product;
(h) any loss, damage or expense resulting from the ceasing or change in the Service (including Product);
(i) any failure or delay by the third party delivery service provider to deliver the ordered Product to you;
(j) any inability on your part to possess a compatible electronic device or to download the correct software on the electronic device to access Satori and/or the Services; and
(k) any risk and uncertainties associated with Satori and the Product set out in these Terms and/or Satori.
Our liability with respect to any claim arising in connection with the use of the Services (including Product) shall be limited to the Company Fees paid by you to us pursuant an order for a Product. The Relevant Persons shall not be liable in respect of any claim made by you against it unless you provide a notice within 30 days from the date such claim arises, such notice stating the following information: (1) your full name, postal address, email address and telephone number; (2) a brief description of the nature or basis of the claim; and (3) the specific relief you are seeking. Only bona fide claims will be considered.
13.8 Indemnity
You agree to indemnify and hold harmless the Company from and against any and all liabilities, damages or losses (including legal fees and expenses) that the Company incurs or suffers as a result of enforcement of any of the Terms, your improper use of the Services or the Product, your breach of the Terms, and your breach of any laws, regulations or third-party rights.