TERMS AND DEFINITIONS

1. NOWCustody Services - The range of services offered by NOWCustody, which may include, but are not limited to, digital asset custody, transaction facilitation, and other related financial services utilizing advanced security and technological measures.
2. NOWCustody API - The Application Programming Interface provided by NOWCustody, which enables users to interact programmatically with NOWCustody's platform, facilitating various operations such as transactions, data retrieval, and account management.
3. NOWCustody Affiliate or Third-party Service Provider - An external entity or organization that collaborates with or provides supplementary services to NOWCustody, functioning under a contractual agreement to enhance or support the services offered by NOWCustody.
4. Dispute - Any disagreement, conflict, or discrepancy that arises between users, or between a user and NOWCustody, regarding the use of the services, transactions, account management, or other related activities within the NOWCustody system.
5. Limit Order - an instruction placed by the User to exchange a specified amount of a Digital Asset once the market price reaches the User-defined price threshold. Executed only under the specified price conditions within the NOWCustody System.
6. Virtual Asset or Digital Asset - A digital representation of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technology. These assets may include cryptocurrencies, tokens, and other forms of digital value.
7. Website - The online platform or portal provided by NOWCustody https://nowcustody.com/, accessible via the internet, where users can access information, manage their accounts, perform transactions, and utilize various other services offered by NOWCustody.
8. System - The comprehensive network of master accounts and subaccounts managed by NOWCustody, and Users as defined in Clause 5 of these Terms, which encompasses the technological infrastructure and protocols that facilitate the operation of all NOWCustody services.
9. User - An individual or entity that holds a master account and utilizes the NOWCustody API. This term refers to the primary account holder with full access to the range of services and functionalities provided by NOWCustody.
10. Sub-users - Individuals or entities holding subaccounts created within the NOWCustody System. These users typically have limited access or functionalities compared to the main User, as determined by the parameters set for subaccounts within the System.
11. Users – shall mean both User and Sub-users.

UNIVERSAL PROVISIONS

1. Acceptance of Terms By using the Website or NOWCustody API, You agree to these Terms and acknowledge Your responsibility to comply with all applicable laws and regulations.
2. When exchanging crypto assets, You acknowledge that We collaborate with (a) third-party liquidity providers, and (b) in limited instances, third-party exchange service providers. We may utilize their services to facilitate our Services.
3. By accepting these Terms and using the Website, You represent and warrant that You:
   • Are at least 18 years old and possess full legal capacity to enter into contracts under applicable law;
   • Are not located in, under the control of, or a national or resident of the jurisdictions prohibited in Clause 11;
   • Are transacting on the Website with funds that are legally obtained and rightfully belong to You;
   • Have not been previously suspended or removed from using the Website or Our services;
   • Are not involved in, nor facilitating, any unlawful activity through Your use of the Website or Our services;
   • Will comply with these Terms and all applicable laws;
   • Will use the Website and Our Services solely for personal, non-commercial purposes and are not representing any third party;
   • Understand the risks involved in cryptocurrency exchange;
   • Acknowledge that NOWCustody is not acting as Your broker, intermediary, agent, or advisor, and that any information provided by NOWCustody is not intended as advice;
   • Will not mislead other Users or third parties while using the Website;
   • Will refrain from actions intended to harm NOWCustody or other third parties;
   • Will not reverse engineer, decompile, or disassemble the Website or any of NOWCustody's software;
   • Accept responsibility for compliance with all local laws and regulations in relation to Your online conduct;
   • Consent to receive all communications, agreements, documents, receipts, notices, and disclosures from NOWCustody electronically in connection with Your use of the Website and Our services;
   • Understand and acknowledge that service delays are possible;
   • Shall not use proxies, VPNs, or other tools to conceal Your IP address.

4. By accepting these Terms and using the Website, you acknowledge and consent to the automatic conversion procedure as a protective measure for your funds in cases where a cryptocurrency or digital asset may be delisted from our platform due to loss of market value, cessation of trading on external markets, project abandonment, or other circumstances that prevent us from continuing operations with this asset.

   In these cases, we reserve the right to:

   • Convert any remaining user, partner, or sub-partner balances of the affected asset to any stable asset (at NOWCustody's discretion) at the last available market rate without prior notification;
   • Implement such conversions to preserve the value of funds belonging to users and partners rather than allowing the assets to potentially lose all value;
   • For the avoidance of doubt, Limit Orders constitute custodial exchange operations executed exclusively within the NOWCustody System. By using Limit Orders, You acknowledge that such operations are governed by these Terms, including provisions related to Digital Asset conversions, delisting procedures, and technical limitations.
   We shall not be held liable for any difference in value that may occur during such conversion process, as the alternative would be the complete loss of value of the delisted asset.
5. The Website and NOWCustody API are generally available 24/7. However, NOWCustody reserves the right to temporarily suspend access to services without notice or compensation for reasons including but not limited to updates, maintenance, and server modifications.
6. To maintain the integrity of Services, NOWCustody reserves the right to block users at its sole discretion for violations of these Terms.
7. NOWCustody reserves the right, at Our discretion, to change, modify, add, or remove portions of this Terms of Use Agreement at any time without prior notice. It is Your responsibility to check these Terms periodically for changes. Your continued use of the API and website following the posting of changes will mean that You accept and agree to the changes. As long as You comply with these Terms of Use Agreement, NOWCustody grants You a personal, non-exclusive, non-transferable, limited privilege to enter and use Our services.

ACCESS TO SERVICES

1. Before You begin using the NOWCustody API or the Website, You confirm that You have thoroughly reviewed and understood the API documentation provided on the Website as well as these Terms. You also acknowledge that it is Your responsibility to stay informed about any updates or changes to the documentation, as these may affect how You use the NOWCustody Services.
2. By accessing and using the NOWCustody Services, You agree to adhere to the guidelines and usage policies as outlined in the documentation. You agree not to use Your patent rights against NOWCustody, its customers, or anyone else using the API to make, sell, or import products or technology created with the API.
3. You agree to use the API only to help Your users interact with the Service in Your app, and not for any other purpose.
4. You agree not to add features or business methods or use the API in a way that could hurt NOWCustody's good name, its relationships, or its business network.

CUSTODIAN SERVICES

1. NOWCustody offers a range of Services through its API and Website, designed to facilitate the secure and efficient management of digital currency transactions. The API enables Users to store, exchange, and process digital currency payments and pay-outs
2. Users shall have the ability to create both master and sub-accounts, hereinafter referred to as the “System”, via NOWCustody's API. Users are allowed to structure their accounts, provided that they adhere to the specifications and limitations set forth by the System and these Terms as detailed in Clause 5
3. Users are permitted to deposit (replenish) Virtual Assets assets into their accounts into the System. Once deposited, these assets will be securely stored and managed in accordance with NOWCustody’s protocols. The specifics of these protocols, including security measures and asset management strategies is detailed in Clause 6 of these Terms of Use.
   • NOWCustody provides a feature for Users to engage in the exchange of crypto assets with other Users or Sub-users within the same System. This service is subject to the rules and regulations of crypto asset exchange as outlined in this agreement, including but not limited to, transaction fees, exchange rates, and execution times.
4. Users have the option to deposit Virtual Assets into their accounts within the System. The decision to utilize this service should be made in accordance with the protocols and guidelines outlined in Clause 6 of these Terms of Use.
5. Users have the right to withdraw their crypto assets from the System to external accounts. Withdrawals will be processed in accordance with the procedures set out in this agreement, taking into account factors such as withdrawal limits, security checks, processing times, and any applicable fees.

MASTER ACCOUNT AND SUBACCOUNTS

1. The provided API facilitates the creation of User accounts, which can also operate as sub-accounts, hereinafter referred to as “Sub-users”. This capability enables the primary account holder to separate balances and manage deposits and withdrawals on behalf of these Sub-users.
2. Users are permitted to deposit (replenish) Virtual Assets assets into their accounts into the System. Once deposited, these assets will be securely stored and managed in accordance with NOWCustody’s protocols. The specifics of these protocols, including security measures and asset management strategies is detailed in Clause 6 of these Terms of Use.
   • The process of creating a new user (Sub-user or Subaccount) necessitates the secure saving and storing of account credentials by the account creator. These credentials are essential for accessing and managing the respective user accounts.
   • In cases where a password is not specified during the account creation process, an autogenerated password will be provided, which should also be securely stored.
3. It is the account creator's sole responsibility to ensure the confidentiality and security of all account credentials. Proper safeguarding of these credentials is crucial. The account creator will bear full responsibility for any compromise or unauthorized access resulting from inadequate protection of these credentials.
4. Access to balance information is granted to both the primary partner account and the Sub-users. However, there might be a processing delay for balance requests for newly created Subaccounts.
5. To access a Sub-user’s or Subaccount's balance information, the specific credentials of that account must be used. This ensures that balance information is only accessible to authorized users.

VIRTUAL ASSET PROCESSING

1. Users are permitted to top up their account balances by creating a transaction within the System. This transaction may include the option to convert the User's available currency into a different currency of their choice for storage purposes. It is the User's responsibility to ensure that the conversion is made into a desired and supported currency.
   • Before initiating any currency deposit or conversion, users are strongly advised to review the List of Available Currencies, which can be found on the Website. This list provides current information about the specific currencies that are supported by NOWCustody for transactions and storage. Please note that not every currency is available for deposit and conversion, and NOWCustody does not guarantee the provision of all currencies within the System.
2. To deposit funds, users must first create a deposit request through the System. Upon creating a deposit request, the System will generate a specific address to which the deposit should be sent. Users must ensure that they send their deposit to this generated address to correctly credit their account.
3. After making a deposit, users have the ability to check the status of their deposit within the System.
4. Users have the option to convert their available currency into a desired currency for storage by creating a transaction within the platform.
5. The System's API includes the minimum payment amount required for making an exchange. It is important for users to adhere to this minimum deposit threshold, as any attempt to exchange an amount less than this minimum will result in the failure of the transaction. NOWCustody bear no responsibility (including but not limited transaction delays) once deposit threshold is not considered by the User.
6. The System's API includes a feature that provides Users with an estimated deposit amount required for currency exchanges. To utilize this feature, Users must specify the ‘to‘ and ‘from‘ currencies, the networks associated with these currencies, the desired exchange flow, and the RateID. Providing this specific information is essential for users to obtain an accurate estimate of the deposit amount needed for their intended exchange.
   • Please note that while the System aims to provide accurate estimates, NOWCustody is not responsible for any discrepancies or inaccuracies in these estimates. Users are advised to use these estimates as a guide and not as a definitive calculation of the required deposit amounts.
7. Users have the capability to manage their balances through Users have the off-chain transfer function. This allows for the transfer of funds from the main account to user accounts (subaccounts) or vice versa.
8. Transfer operations can only be initiated by the main account holder. Any transfer requests from subaccounts will be automatically rejected. The main account holder is responsible for the secure and compliant execution of transfers, monitoring of account activity, management of subaccounts, and maintaining accurate transaction records.
9. Users are provided with the ability to manage their balances by converting funds off-chain from one asset to another. By initiating a conversion, users can also facilitate the transfer of funds from one account to another within the system.
10. Conversion processing times may vary and could take several hours due to the inherent instability of virtual assets and market fluctuations. NOWCustody is not responsible for any delays in conversion processing times caused by these factors. Users are advised to plan their transactions while considering potential delays.
    • The conversion utilizes a floating exchange rate. As a result, the exchange rate may fluctuate, and the final outcome of the conversion cannot be guaranteed at the time of transaction initiation. By engaging in transactions with a floating rate, you acknowledge and agree that the exchange rates provided are indicative and may differ slightly from the actual rate applied at the time of the conversion. NOWCustody is not responsible for any discrepancies between the indicative rates and the final conversion rates or for the outcome of transactions under floating exchange rate.
11. Account holders are enabled to create new withdrawals, which are subject to certain operational limitations and requirements as outlined below.
12. The median processing time for withdrawals is currently estimated at 5 minutes. However, account holders should be aware that certain cases may require a significantly longer processing time.
    • In some instances, withdrawals take up to 48 hours or longer to process. Account holders anticipating the need to withdraw significant amounts are encouraged to contact their Account Manager in advance.
13. Account holders have the capability to create multiple new withdrawals concurrently. It is important to note that the maximum precision for withdrawal amounts is limited to six decimal places. Account holders are responsible for ensuring the accuracy of their withdrawal amounts within this precision limit. Additionally, users must adhere to any applicable limits or regulations governing the frequency and volume of withdrawals. Failure to comply with these guidelines may result in processing delays or the rejection of withdrawal requests.
14. In the event of an unsuccessful withdrawal request, it is crucial to check the status of each individual withdrawal before initiating a new one. This is to account for the possibility of partial completion in certain scenarios.
15. Our services only support certain types of Digital Assets (for the depositing, conversion, transfers and withdrawal). Please be aware that not all digital assets are accessible through the NOWCustody API. To ascertain whether a specific digital asset is available for use, Users should refer to NOWCustody API's documentation provided via the Website.
    • It is important to note that the list of available currencies may undergo changes over time. NOWCustody reserves the right to add, remove, or modify the availability of certain Digital assets as deemed necessary.
    • If You attempt to deposit any cryptocurrency or Digital asset that is not supported or accepted by Our Services, please be aware that You may permanently lose such cryptocurrency or digital asset.
    • NOWCustody shall not be held responsible for any loss incurred due to the deposit of unsupported cryptocurrencies or Digital assets. Users are advised to verify the compatibility of their assets with Our services before initiating any deposits.
16. When you exchange crypto assets, you acknowledge and agree that we cooperate with (a) third-party liquidity providers and (b) in limited cases, third-party exchange service providers. We can use their services to render Our Services.
17. Users may utilize their available balance in the System to create Limit Orders. Amounts reserved for Limit Orders are temporarily locked and cannot be used for other transactions until execution, cancellation, or expiration. Execution of Limit Orders is subject to market conditions and System availability.

LIMIT ORDERS

1. A Limit Order is created when the User specifies the asset pair, the target price or exchange rate, and the validity period (from 4 hours to 7 days, unless otherwise indicated). Upon placement, the relevant amount of the Digital Asset is reserved from the User’s balance in the System. A Limit Order remains active until:
   • full execution;
   • partial execution until expiration;
   • cancellation by the User (if technically available);
   • expiration of its validity period.
2. A Limit Order is executed automatically when the market price reaches or exceeds the User’s specified target price. Execution is not guaranteed and may be full or partial depending on market conditions. Multiple partial executions may occur within the validity period.
3. A Limit Order cannot be inventionally executed at a price worse than the User’s specified limit. However, in periods of high market volatility, the executed price may deviate within three percent (3%) from the last displayed market price. Such deviation shall not be considered a breach of these Terms, nor an execution at a price “worse” than the User’s limit.
4. If only part of the Limit Order can be executed at a given moment, the executed portion will be exchanged, and the remaining portion will remain active until expiration or cancellation (if available).
5. Upon expiration of the validity period, any unexecuted portion of the Limit Order will be automatically returned to the User's balance. Refunds in such cases follow the standard custodial procedures.
6. Cancellation of a Limit Order may be available directly through the User interface. If cancellation is not technically available, the User may request cancellation through Support. Refunds are processed in accordance with custodial refund procedures.
7. NOWCustody may automatically cancel a Limit Order in cases of Digital Asset delisting, technical errors, operational risks, or compliance requirements. Any reserved but unexecuted portion will be returned to the User’s balance.
8. Fees apply only to the portion of a Limit Order that is actually executed. Fee calculation follows the standard rules applicable to Digital Asset conversions within the System.
9. Placing a Limit Order does not constitute investment advice, portfolio management, or financial guidance. Users act solely at their own discretion.
10. NOWCustody shall not be liable for non-execution, partial execution, or delayed execution of Limit Orders caused by market volatility, insufficient liquidity, third-party data delays, technical conditions, or force-majeure circumstances.

SECURITY MEASURES AND PROCEDURES

1. Our platform is committed to maintaining the highest level of security for Our users'assets and information. We employ advanced security measures and protocols to ensure the integrity and confidentiality of all transactions and data.
2. A range of security technologies and procedures are implemented to help protect information from unauthorized access, use, or disclosure. This includes encryption, firewalls, and secure server facilities, among other state-of-the-art security technologies.
3. We may engage third-party service providers to conduct certain security procedures and measures. These providers are carefully selected and are required to adhere to Our stringent security standards and protocols.
4. Users are responsible for maintaining the confidentiality of their account information, including passwords. It is advisable to log out of the account at the end of each session to prevent unauthorized access, and to regularly monitor the status of their Limit Orders to prevent unauthorized placement or cancellation.
5. Our security measures are regularly updated and refined to counter new threats and leverage advancements in technology. Continuous monitoring is conducted for detecting and responding to potential security breaches.
6. In certain cases, We may conduct Know Your Business (KYB) procedures to further enhance Our security protocols. These procedures are designed to verify the identity and legitimacy of Our business users, contributing to a safer and more secure platform.
7. Users are encouraged to cooperate with Our security measures and report any suspicious activities or security breaches. Prompt reporting allows for immediate action to secure accounts and mitigate potential risks.
8. Despite Our efforts, no security measures can guarantee complete protection against unauthorized access to Our servers and/or personal information stored therein. We shall not be liable for any unauthorized access or use of Our platform.

USING OF NOWCUSTODY API

1. NOWCustody retains all rights, title, and intellectual property rights in and to the API. Under these Terms, NOWCustody grants You a worldwide, non-exclusive, non-sublicensable, non-transferable, revocable, and limited license to use the API solely for the purpose of developing, implementing, and distributing Your application that interoperates or integrates with the Service. This usage must adhere to the Terms and the technical documentation provided.
2. You declare, agree, and warrant that Your use of Our API will not violate any laws, contracts, or third-party rights, nor will it involve any unlawful activities. You accept full responsibility for Your actions or omissions when utilizing Our API.
3. When using the NOWCustody API, You and Your representatives (including employees, agents, and service providers) agree to:
   • Use the NOWCustody API solely for the development, use, and distribution of the service it offers.
   • Restrict the disclosure of API Credentials, or any part thereof, to authorized personnel who require access for the purpose of using, maintaining, implementing, correcting, or updating Your application, subject to confidentiality obligations.
   • Not distribute, sell, lease, rent, lend, transfer, assign, or sublicense any rights granted by these Terms to any third party.
   • Not engage in modifying, translating, reverse engineering, disassembling, reconstructing, decompiling, copying, or creating derivative works of the NOWCustody API, Data, Services, or any portion thereof, unless expressly permitted by applicable law.
   • Not use Our API or documentation to replicate or compete with Our Services.
   • Not access Our API in any manner that compromises, bypasses, or circumvents Our technical processes or security measures associated with Our Services, nor pose a security risk to Our customers or users of the Services.
   • To use the API only to help Your users interact with the Service in Your app, and not for any other purpose.
   • Not to add features or business methods or use the API in a way that could hurt NOWCustody's good name, its relationships, or its business network.

THIRD PARTY SERVICE PROVIDERS

1. The Services may include or grant access to applications, services, products, or software developed or hosted by third parties (“Third Party Services”). You acknowledge that NOWCustody is not capable of monitoring Third Party Services and that You access and use them at Your own risk.
2. NOWCustody does not exercise control over Third Party Services, and thus, is not responsible or liable for any aspect of these services.
3. Your engagement with any Third Party Services is solely between You and the respective third party, and is governed by the Third Party’s terms and policies. You are responsible for reviewing these terms and policies prior to using any Third Party Services.
4. Some Third Party Services may request or require access to Your or Your customers’ data. If You grant such access, Your data will be handled according to the Third Party’s privacy policy and practices. NOWCustody does not control the usage of Your or Your customers’ data by Third Party Services. Exercise caution and ensure the legitimacy of any Third Party before sharing credentials, private keys, or other sensitive information.
5. Third Party Services may not be compatible with Your website or software, and NOWCustody may not be able to provide support for issues arising from the use of any Third Party Services. For questions or support regarding a Third Party Service, please contact the Third Party directly.
6. NOWCustody and third-party service providers are not liable for any loss or damage resulting from incorrect, incomplete, or outdated wallet details or other payment transaction information provided by the User. The User is solely responsible for the accuracy and completeness of all transaction details, including wallet details. Any errors or omissions may lead to irreversible loss of funds or transaction failures. NOWCustody and third-party service providers are not obliged to verify the accuracy or completeness of information provided by the User. The User assumes all risks associated with providing incorrect or incomplete transaction details.
7. Certain market data or pricing information used for Limit Order execution may be sourced from Third Party Service Providers. NOWCustody is not responsible for delays, inaccuracies, or interruptions in such data feeds affecting the execution of Limit Orders.
8. In some cases, NOWCustody may, at its discretion, suspend, disable, or remove Third Party Services.
9. NOWCustody disclaims any responsibility for any harm resulting from Your use of websites, webpages, software, services, and content of the Third Party

RESTRICTIONS ON USE OF THE SERVICES

1. Users must use the Services in compliance with all applicable laws, regulations, and rules. Any use of the Services for illegal or unauthorized purposes is strictly prohibited.
2. Users are not permitted to engage in activities that:
   • Violate any applicable law, including, but not limited to, laws related to money laundering, illegal gambling operations, financing terrorism, or fraudulent activities.
   • Interfere with or disrupt the Services or servers or networks connected to the Services.
   • Attempt to decompile, reverse engineer, disassemble, or hack the Services, or to defeat or overcome any encryption and/or digital rights management technology implemented by us.
   • Use the Services for any abusive or fraudulent purpose, including by impersonating others or accessing another user’s account without permission.
   • Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through the use of the Services.
   • Use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or to collect information about its users for any unauthorized purpose.
3. The Services are intended for the User’s personal and non-commercial use. Users are prohibited from reselling, redistributing, or otherwise commercially exploiting the Services.
4. Users shall respect the intellectual property rights of NOWCustody and third parties. Any unauthorized use of the material and content of the Services is strictly prohibited.
5. NOWCustody reserves the right to limit, suspend, or terminate a user’s access to the Services if there is a reasonable suspicion that the user is engaging in any prohibited activities as outlined above.

PROHIBITED JURISDICTIONS

1. By accessing and using the services and the Website or API of NOWCustody, You represent and warrant that You are neither located in, nor a citizen or resident of, the United Kingdom, the United States of America, any country listed under the United Nations Sanctions Lists or their equivalents, or any country where the use of cryptocurrency is prohibited by law.
2. NOWCustody reserves the right to select its operational markets and jurisdictions and may, at its discretion, restrict or deny its services in certain countries.
3. NOWCustody also retains the right to implement various measures to prevent the use of its website and services by users from the aforementioned jurisdictions. You are required to comply with this section, irrespective of the effectiveness or potential circumvention of these preventative measures.
4. NOWCustody may confiscate any funds held by users in these prohibited jurisdictions and donate them to a charity of NOWCustody’s choosing, at its sole discretion.
5. The use of NOWCustody’s website and services is void in locations where such use is prohibited by applicable law.
6. NOWCustody reserves the right to obtain and verify Your IP address. If Your IP address is determined to be within a prohibited jurisdiction as outlined in this section, NOWCustody may deny You access to its website and services.

TERM AND TERMINATION

1. The agreement between You (the User) and NOWCustody comes into effect upon Your acceptance of these Terms of Service and shall remain in effect indefinitely until terminated by either party as described below.
2. You may terminate this agreement at any time by ceasing all use of NOWCustody’s services and deleting Your account or company’s API from Your platform. Termination will be effective immediately upon Your completion of these actions
3. NOWCustody reserves the right to terminate this agreement and Your access to its services at any time and for any reason, including but not limited to breach of these Terms of Service, actions that could harm the reputation of NOWCustody, or legal or regulatory reasons
4. NOWCustody reserves the right to suspend or discontinue the provision of the Services, in whole or in part, at its sole discretion, without notice, in circumstances where:
   • A user is found or suspected to be in violation of the Terms of Service, including but not limited to the restrictions outlined above.
   • There is a need to perform maintenance, address security vulnerabilities, comply with legal obligations, or for other operational reasons.
   • There are actions or activities, either by a specific user or a group of users, that pose a threat to the integrity, security, or functionality of the Services, or that could potentially harm NOWCustody, other users, or the public.
5. In cases of suspension due to maintenance or operational reasons, NOWCustody will strive to resume services as promptly as possible and may. Upon termination, You must immediately cease all use of NOWCustody’s services. Any obligations and liabilities incurred by either party prior to the effective date of termination will survive the termination of this agreement for all purposes.
6. Following termination, NOWCustody may retain or delete any data associated with Your account in accordance with its Privacy Policy and applicable laws.
7. Clauses of this agreement that, by their nature, should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability, shall remain in effect post-termination.

INDEMNIFICATION

1. You agree to indemnify, defend, and hold harmless NOWCustody, its affiliates, officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Service, Your use of the Services, or any activity related to Your account (including negligent or wrongful conduct) by You or any other person accessing the Services using Your account.
2. This indemnification obligation will cover, without limitation, any legal claims involving infringement of intellectual property rights, violation of laws, breach of privacy, defamation, and damage to property.
3. NOWCustody reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with NOWCustody in asserting any available defenses.
4. In the event of any claim or legal proceeding against NOWCustody that may give rise to an indemnity claim under this clause, NOWCustody will make reasonable efforts to notify You of such claim or proceeding upon becoming aware of it.
5. This indemnification obligation is binding and will continue even after the termination or expiration of these Terms of Service and Your use of the Services.

EXCLUSION OF WARRANTIES

1. NOWCustody provides its services on an “as is” and “as available”basis without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
2. NOWCustody does not warrant that the services, information, content, materials, products, or other services included on or otherwise made available to You through the services, NOWCustody’s servers, or electronic communications sent from NOWCustody are free of viruses or other harmful components.
3. NOWCustody does not guarantee that the use of its service will be uninterrupted, timely, secure, or error-free, nor does it warrant that any defects in the service will be corrected.
4. You expressly agree that Your use of NOWCustody’s services is at Your sole risk. The entire risk arising out of use, performance, or non-performance of the services remains with You.
5. Any material downloaded or otherwise obtained through the use of the services is accessed at Your own discretion and risk, and You will be solely responsible for any damage to Your computer system or loss of data that results from the download of any such material.
6. Some jurisdictions do not allow the exclusion of certain warranties, so the above exclusions may not apply to You to the extent that such exclusions are prohibited by law.

LIMITATION OF LIABILITY

1. To the maximum extent permitted by applicable law, in no event shall NOWCustody, its affiliates, directors, employees, agents, or licensors be liable for any direct, indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or use, incurred by You or any third party, whether in an action in contract or tort, arising from Your access to, or use of, the services or any content provided on or through the services.
2. NOWCustody shall not be liable for any loss of data, loss of profits, or any other damages or losses resulting from:
   • Unauthorized access to or use of Our servers and/or any personal information or user data stored therein;
   • Interruptions or cessation of transmission to or from Our services;
   • Bugs, viruses, trojan horses, or the like that may be transmitted to or through Our services by any third party.
3. NOWCustody shall not be liable for unexecuted or partially executed Limit Orders, including any loss arising from market movements occurring before, during, or after the Limit Order validity period.
4. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to You to the extent that such exclusions are prohibited by law.
5. You acknowledge and agree that NOWCustody has offered its products and services, set its prices, and entered into the Terms of Service in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and NOWCustody, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and NOWCustody.

GOVERNING LAW AND DISPUTE RESOLUTION

1. These Terms of Service and any separate agreements whereby NOWCustody provides You services shall be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law principles.
2. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the services provided by NOWCustody shall be instituted exclusively in the courts of Saint Vincent and the Grenadines, although NOWCustody retains the right to bring any suit, action, or proceeding against You for breach of these Terms of Service in Your country of residence or any other relevant country.
3. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms of Service or the breach thereof, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such a solution within a period of 60 days, then, upon notice by either party to the other, disputes, claims, questions, or disagreements shall be finally settled by arbitration administered in Saint Vincent and the Grenadines in accordance with the Arbitration Rules of the country.
4. You agree that any arbitration under these Terms of Service will be on an individual basis; class arbitrations and class actions are not permitted. You are giving up the right to litigate a dispute in court before a judge or jury.
5. If any provision of this section is found unenforceable, that provision will be severed, and the balance of the section will remain in full force and effect.

MISCELLANEOUS

1. These Terms of Service constitute the entire agreement between You and NOWCustody and govern Your use of the Services, superseding any prior agreements between You and NOWCustody (including, but not limited to, any prior versions of the Terms of Service).
2. NOWCustody reserves the right to amend these Terms of Service at any time and without notice. Your continued use of the Services following any amendment constitutes Your acceptance of the new Terms. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term.
3. If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties' intention or eliminated to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
4. You may not assign or transfer these Terms of Service, by operation of law or otherwise, without NOWCustody’s prior written consent. Any attempt by You to assign or transfer these Terms of Service, without such consent, will be null and of no effect. NOWCustody may assign or transfer these Terms of Service, at its sole discretion, without restriction.
5. NOWCustody shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond NOWCustody’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
6. The headings in these Terms of Service are for reference only and do not affect the interpretation of these Terms.

CONTACT US

If You have any questions about these Terms of Service or require support regarding Our services, please contact NOWCustody using the following email: [email protected]

NOWCustody welcomes feedback and suggestions for improvements to Our services. Please feel free to send Your feedback to the above-mentioned contact details.

For official notices, legal communication, or any other formal correspondence, please use the mailing address provided. NOWCustody will use the contact information You have provided to communicate with You regarding any updates, notices, or service-related information.