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IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

Acceptance of the Terms and Conditions

Thank you for your interest in Aegis Custody and our affiliates and subsidiaries, including AegisCo Limited, Aegis Custody Company Limited, Aegis Custody Co. Ltd., and Aegis Trust Company (collectively, “Aegis,” “us,” “our,” or “we”). The terms, conditions and use (“Terms of Use”) referenced below, also including the Privacy Policy and any other supplements, exhibits, schedules and appendices attached hereto, govern only the use of this site, which refers to the publicly-displayed website (www.aegiscustody.com) (hereinafter “site”) and all related and publicly-displayed websites provided by Aegis, in which a link to the Terms of Use is displayed. This site does not include subdomains that require a password or other permission-based access credentials which shall not be governed by the Terms of Use, but is governed by our specific and executed Custody Service Agreements. These Terms of Use do not apply to our products or services we may offer. It is your responsibility to read and understand the Terms of Use before starting to use the services outlined below. These Terms of Use constitute a legal agreement between you and Aegis.

All references to “you” or “your”, as applicable, mean the person who uses or accesses the site in any manner, which also consists of your heirs, assigns, and successors. If you use the site on behalf of an entity, company, or corporation, you represent and warrant that you have, or have been given, authority to bind the entity to these Terms of Use; your acceptance of the Terms of Use shall be viewed as an acceptance by the entity and “you” and “your” shall herein refer to that entity.

1. Terms of Use

  • These Terms of Use govern the use and access to services provided by Aegis, including our website(s), application(s), application programming interfaces (APIs), notifications and any information or content appearing therein (hereinafter collectively known as “Platform”).
  • By using Aegis’s Platform, you agree to these Terms of Use regardless of whether you are a paying user or a non-paying visitor. By using the Platform as a representative of an entity, the representative is agreeing to these terms on behalf of that entity.
  • These Terms of Use may be updated from time to time to address the most relevant information available. Your continued use of the Platform and services provided constitute acknowledgement and acceptance of the Terms of Use and the updates. If you do not agree with the Terms of Use, you shall cease use of the Platform and services provided immediately.
  • You are solely responsible for managing and maintaining the security of any information relating to such credentials and agree that Aegis shall not be held responsible, and you shall not hold Aegis responsible, for any unauthorized access to the services or any resulting harm you may suffer for any information that may have been involuntarily or negligently released.
  • You agree to read and hereby consent to Aegis’s Privacy Policy which sets out how we collect and use your personal information.

2. This Site and Content

The entirety of this site contains proprietary information, material and content that is protected by intellectual property laws, copyright and other applicable laws. All content and intellectual property rights are the sole and exclusive property of Aegis or its licensor. No content, except as otherwise herein provided, may be used, copied, scanned, reproduced, distributed, republished, downloaded, modified, replicated, reverse- or re-engineered, displayed, posted or transmitted in any form or by any means without our express written consent. All rights not expressly granted by Aegis in the Terms of Use are expressly reserved.

3. Obligations

Any personal information provided to Aegis by you is agreed, by these Terms of Use, that the information is accurate, complete, current and true, and all personal information will be updated as necessary. Aegis may collect and use information you provide to us. For more information regarding the collection, use and how we share your personal information, please see the Privacy Policy.

While you may utilize this site, you also agree and consent to comply with all applicable laws, rules and regulations. You further agree and consent that you will not:

  • Upload or transmit through this site any computer viruses, trojan horses, worms, or anything else that may interfere with, interrupt or disrupt the normal operating procedures of a computer or our site.
  • Modify, tamper or change any information without authorization, or interfere with the availability of or access to the site.
  • Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the site; or express or imply that we endorse any statement you make.
  • Violate, or encourage others to violate, any right of a third-party, including by infringing or misappropriating any third-party intellectual property right, or otherwise engage in the unauthorized use of any proprietary content, information or materials.
  • Alter, modify, create derivative works of, sell, license or in any way exploit any part of the site unless expressly permitted by Aegis.
  • Copy, reproduce, distribute, publish, display, perform, transmit, stream, broadcast, use, display, mirror, frame or utilize framing techniques to enclose the site, or any portion thereof, unlessand solely to the extent Aegis makes available the means for embedding any part of the site.
  • Use any robot, spambot, spider, crawler, scraper or other automated means or interface not provided by us to access the site or to extract data.
  • Bypass any security or other features of the site designed to control the manner in which the site is used, harvest or mine content from the site, or otherwise access or use the site in a manner inconsistent with individual human use.
  • Access, tamper with, or use non-public areas of the site, Aegis’ computer systems and infrastructure, or the technical or digital delivery systems of Aegis’ providers.

We reserve all rights and remedies available to us.

4. Governing Law

You unequivocally agree and understand that by utilizing the site and services as detailed in the Terms of Use, you agree and understand to act in compliance with and be legally bound by these Terms of Use as well as the Applicable Laws and Regulations. These Terms of Use are governed by, subject to, and interpreted in accordance with the laws of the State of South Dakota and the federal laws of the United States of America, each without regard to conflict of laws principles. If arbitration cannot resolve the issues, then the Parties, you and Aegis, hereby irrevocably consent to the jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in the State of South Dakota for the purposes of adjudicating any action or proceeding to enforce these Terms of Use, and each Party waives, to the fullest extent permitted by law, any objection that it may now or later have to such venue and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

5. Third-Party Services and Links

This site may provide information and content provided by third-parties and links to third-party websites or resources that we believe to be reliable and trustworthy. We are not responsible for the availability of such external sites or resources, and do not control, endorse, or sponsor and are not responsible or liable for (i) any content, advertising, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Aegis shall not be held responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third-parties will be governed by the third-parties’ own terms of service and privacy policies, and any other similar terms.

6. Assignment

You may not assign or transfer your rights or obligations under these Terms of Use, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign or transfer the rights or obligations under these Terms of Use, in whole or in part, at any time to any entity without your notice or consent. Any attempt to assign or transfer your rights or obligations in violation of this clause shall be null and void.

7. Disclaimers

USE OF THIS SITE IS AT YOUR OWN RISK. EXCEPT WHERE REQUIRED BY LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS SITE OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS SITE. THE PRODUCTS, SERVICES AND THIS SITE ARE PROVIDED ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NEITHER AEGIS NOR ANY SERVICE PROVIDER TO AEGIS REPRESENT OR WARRANT AS TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OF THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES PROVIDED THROUGH THIS SITE FOR A PARTICULAR PURPOSE OF AEGIS OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON; NOR DO THEY REPRESENT OR WARRANT THAT THIS SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR. TO THE FULLEST EXTENT PERMITTED BY LAW, AEGIS, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS SITE, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS SITE. WE DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS SITE WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES). WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY, MIS-FILING OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

8. Limitation of Liability

USE OF THIS SITE IS AT YOUR OWN RISK. AEGIS IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE ON THE SITE OR FOR DAMAGES ARISING FROM THE USE OR PERFORMANCE OF THIS SITE. EXCEPT TO THE EXTENT REQUIRED BY LAW AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL AEGIS, ITS LICENSORS, AND/OR ANY SERVICE PROVIDER TO AEGIS BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS, FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE) EVEN IF AEGIS, ITS LICENSORS, AND/OR ANY OF ITS SERVICE PROVIDERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABILITY CLAUSE APPLIES FULLY IN ALL STATES AND WHEREVER APPLICABLE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

9. Indemnification

You are responsible for any and all uses of the site. You also agree to defend (at Aegis’ option), indemnify, and hold harmless Aegis and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business providers, subsidiaries and agents from and against every claim, liability, damage, obligation, loss, penalty, action, judgment, suit, disbursement, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with a violation of any of the Terms of Use, any representation, warranty or agreement referenced in the Terms of Use, or any applicable law or regulation; a violation of any third-party right (including any intellectual property right or publicity, confidentiality, other property, or privacy right); or any dispute or issue between you and any third-party. Aegis reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Aegis may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim without Aegis’ prior written consent.

10. Arbitration and Class Action Waiver

PLEASE READ CAREFULLY. THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Aegis agree that any dispute, claim or controversy arising out of or relating to these Terms of Use, including the existence, validity, interpretation, performance, enforcement, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Terms of Use shall be determined by binding arbitration instead of in courts of general jurisdiction. The language to be used in the arbitration proceedings shall be English. You understand and agree that you are waiving your right to a trial by jury as well as to being a participant in a class action. This arbitration provision shall survive any termination of other terms, any account you may have with Aegis or this site. The arbitrator shall not have the power to award damages that are limited or waived by these Terms of Use (such as punitive damages, treble damages, or any other damages, which are not compensatory), to the extent such limitation or waiver is permitted under applicable law, and you and Aegis waive any right to recover any such damages. Further, the arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, to modify, change or excuse performance of any material term of these Terms of Use, or to award equitable relief. The arbitration proceedings and decision of the arbitrator shall be kept confidential (and may not be disclosed) by you, Aegis or the arbitrator, except to the extent necessary to compel any award made by the arbitrator. The arbitration shall be administered by JAMS (formerly known as “Judicial Arbitration and Mediation Services”) pursuant to its Comprehensive Arbitration Rules and Procedures, or if you reside outside of the United States of America, pursuant to JAMS International Arbitration Rules (in each case, the “Rules”).

YOU AND AEGIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOURS OR AEGIS’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Aegis agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

11. Waiver

Our failure at any time to require performance of any provision of these Terms & Conditions or Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provisions or such rights. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Aegis of any breach of any provision of these Terms and Conditions or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right herein.

12. Severability

You agree and understand that if any provision of these Terms of Use, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under the applicable law.

13. Entire Agreement

These Terms of Use (alongside our Privacy Policy and any other legal documents, policies, terms, or agreements governing the site) constitute the entire agreement between you and Aegis with regard to the site and governs your use of the site and its products and services, and supersedes any and all prior negotiations, discussions or agreements between the parties with respect to the subject matter of the Terms of Use.

Notwithstanding the foregoing, if you are visiting the site in your capacity as an agent of an organization or entity that has executed a Client Custodial Agreement with Aegis or any of its affiliates or subsidiaries, where there is or may be a conflict between the Client Custodial Agreement and these Terms of Use, the terms of the Client Custodial Agreement control.

14. Modification and Updates to Terms of Use

We reserve the right to modify or update the Terms of Use at any time without prior notice, and except as explicitly provided herein, such changes will be effective immediately upon being posted through the site, except as set forth below. Your use of the site following any such change constitutes your agreement and acceptance to be bound by the modified Terms of Use.

Disputes arising under the Terms of Use will be resolved in accordance with the version of the Terms of Use in place at the time the dispute arose. We encourage you to review these Terms of Use frequently to stay informed of the latest modifications and updates.

15. Modification and Discontinuation of Site

We reserve the right at any time to modify, edit, update, delete, suspend or discontinue, temporarily or permanently, this site (or any portion thereof) and/or the information, materials, products and/or services available through this site (or any part thereof) with or without notice. You acknowledge and agree that we shall not be liable to you or to any third-party in such an event.

16. Contact Us

If you have any questions about the Terms of Use provided above, please contact us by email at info@aegiscustody.com.

Last edited: 30 Apr 2022