SparrowExchange.com is an interactive online peer-to-peer options trading platform (the “Sparrow Platform”) for cryptocurrency enthusiasts that facilitates the buying and selling of Sparrow Options. On the Sparrow Platform, the User may use his account to place orders (“Orders”) to buy and/or sell Sparrow Options. Once the Order is placed, Sparrow’s matching engine, the Nest System, will use a proprietary algorithm to find a match for the Order(s) placed by the User. Upon a successful match, the matching engine will activate the smart contract between the buyer and seller of the Sparrow Option based on the respective Orders placed and the relevant underlying assets will be transferred into the smart contract. Once this is done, a trade (“Primary Trade”) would have occurred. Orders that are not matched will remain on the User’s order book (““Order Book””) until the expiry of the Good-till-cancel or Good-till-date period of the relevant Order pending the matching of Orders.
The User shall be able to cancel his Order at any time prior to the Order being matched and the Primary Trade having occurred. After the Order has been matched and a Primary Trade has occurred, a User who is a party to the Sparrow Options (“Selling User”) has the option to trade his Sparrow Options with other Users (“Purchasing User”) on the Sparrow Platform for an option price, which may be determined by the Selling User and is payable by the Purchasing User to the Selling User in the form of supported Digital Assets (including Sparrow Tokens) (“Secondary Trade”). Upon a successful match, the matching engine will initiate the transfer of the smart contract from the Selling User to the Purchaser User, resulting in the execution of a Secondary Trade.
The Website and the Sparrow Platform is operated and provided by Sparrow Tech Private Limited (Registration No. 201801407D), a company registered in Singapore and having its registered address at 600 North Bridge Road, #08-05, Parkview Square, Singapore 188778 (“Sparrow”).
Sparrow is currently not licensed by the Monetary Authority of Singapore and does not hold a capital markets services licence under the Securities and Futures Act (Cap. 289) of Singapore or a payment institution licence under the Payment Services Act (No. 2 of 2019) of Singapore. A User is not allowed to make any offer of Debentures (as defined below) to another User in the trading of Sparrow Options on the Website.
Sparrow does not at any time accept or collect any funds or deposits of Fiat Currency. Any fees charged for the use of the Website and the Services will be paid in the form of supported Digital Assets (including Sparrow Tokens) by the User to Sparrow.
Sparrow does not act as agent for the User. Sparrow also does not provide any advice or take part in any part of the User’s trading of Sparrow Options on the Website. Any decision by the User to trade in Sparrow Options shall solely be the decision of the User.
1.1 In addition to terms defined elsewhere in these Terms, the following definitions shall apply throughout these Terms, unless the contrary intention appears:
|“Business Day”||:||means a day other than a Saturday or Sunday or public holiday in Singapore;|
|“ConvertNOW”||:||means the ConvertNOW facility offered on the website under which Users may convert supported cryptocurrencies into other supported cryptocurrencies;|
|“Debenture”||:||has the same meaning ascribed to it in Section 239 of the SFA, which shall include debenture stock, bonds, notes and other debt securities issued by a corporation or any other entity, whether or not constituting a charge on the assets of the issuer but does not include a cheque, letter of credit, order for the payment of money or bill of exchange or any other prescribed document;|
|“Digital Assets”||:||means a digital asset such as Bitcoin or Ether, which is digital representation of value based on (or built on top of) a cryptographic protocol of a computer network;|
|“Fees”||:||means the Transaction Fees and Withdrawal Fees;|
|“Fiat Currency”||:||means any currency issued by the government of the relevant country and recognised as legal tender;|
|“Force Majeure Event”||:||means any act of God, strike, lockout, act of the public enemy, war declared or undeclared, invasion, act of terrorism or sabotage, blockade, labour disturbance, strike, revolution, riot, insurrection, civil commotion, sabotage, accident, volcanic eruption, natural disaster, earthquake, fire, flood, hostility, explosion, act or decree or omission of any governmental agency restraint, perils of the sea, embargo, epidemic, radioactive, chemical or biological contamination and aircraft crashes, a communication failure (including internet), power failure, or equipment or software malfunction or any other cause, event or circumstance, whether of the kind specifically enumerated above or otherwise, the occurrence and the effect of which is beyond the reasonable control of Sparrow whose obligation it affects, notwithstanding the exercise of reasonable foresight, diligence and care on the part of Sparrow;|
cancel” or “Good-
|:||means the period of time that an Order will remain on the User’s Order Book pending the finding of a match;|
|“KYC Programme”||:||means the anti-money laundering, countering of the financing of terrorism and know-your-client programme implemented by Sparrow, as may be amended, varied and/or supplemented from time to time;|
|“Losses”||:||means all costs, damages, losses, liabilities, charges, actions, claims demands and expenses in connection with any action, suit or proceeding, investigations, judgments, orders whether involving a third party claim or a claim solely between the Parties and any incidental, indirect or consequential damages (including any ordinary, direct, indirect, consequential, incidental, special, punitive or exemplary damages), losses (direct or consequential), liabilities or expenses, and any lost profits or diminution in value;|
|“Parties”||:||means the User and Sparrow;|
|“Privacy and Data Protection Policy”||:||means the Privacy and Data Protection Policy available on the Website, as from time to time amended, varied and/or supplemented;|
|“Representative”||:||means, in relation to a person, any director, officer or employee of, and any accountant, auditor, financier, financial adviser, legal adviser, technical adviser or other expert adviser or consultant to, that person;|
|“Services”||:||means the services set out in clause 2.1;|
|“SFA”||:||means the Securities and Futures Act (Cap 289) of Singapore;|
|“Sparrow Dollar”||:||means a cryptographic blockchain-based digital information unit token used to pay for the premium for Sparrow Options and to act as a settlement unit of measure for the Sparrow Options;|
|“Sparrow Option”||:||means a tradeable and covered European option, created over cryptocurrencies to protect or monetize the cryptocurrencies;|
|“Sparrow Token”||:||means a transferable cryptographic blockchain-based digital information unit token issued by Sparrow that may be used to pay for transaction fees on the Sparrow Platform;|
|“Sparrow Platform”||:||means the peer-to-peer fully customisable cryptocurrency options trading platform, including TradePROTECT and TradeBOOST, operated by Sparrow and accessible via the Website;|
|“Sparrow Wallet”||:||means the digital wallet of each User hosted on the Website and maintained by Sparrow that is held in the name, or associated with the unique identifier of the User and is used for storing each User’s Digital Assets or for the initiation of a payment order and/or the execution of a payment transaction;|
|“TradePROTECT”||:||means the function under the Sparrow Platform under which a User is able to purchase a Sparrow Option|
|“TradeBOOST”||:||means the function under the Sparrow Platform under which the User is able to sell a Sparrow Option|
|“User”||:||means a user of the Website; and|
1.2 In these Terms:
1.2.1 the head notes and marginal notes are inserted for convenience only and shall not affect the interpretation and/or construction of these Terms;
1.2.2 singular words include the plural and vice versa;
1.2.3 references to persons or entities include natural persons, bodies corporate, partnerships, trusts and unincorporated and incorporated associations of persons;
1.2.4 references to a person includes a reference to that person’s legal personal representatives, successors and permitted assigns;
1.2.5 a word of any gender includes the corresponding words of any other gender; and
1.2.6 a reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time and any subordinate legislation made under the statutory provision (as so modified or re-enacted) from time to time.
- SERVICES AND FEES
2.1 In addition to the Sparrow Platform, Sparrow may also provide the following services to Users on the Website (“Services”):
2.1.1 the Sparrow Wallet;
2.1.2 the ConvertNOW facility and
2.1.3 any other additional services related to the Sparrow Platform and/or Sparrow Wallet.
2.2 Sparrow charges the User the following fees:
2.2.1 transaction fees for the trading of the Sparrow Options on the Website (“Transaction Fees”); and
2.2.2 withdrawal fees for the withdrawal of any funds from the Sparrow Wallet (“Transaction Fees”).
2.3 The User may pay the Fees in the form of the supported Digital Assets and the Sparrow Platform will settle the payments by debiting the relevant Digital Asset balances in the Sparrow Wallet.
3.1 The User shall be required to register with the Website and create an account before using any of the Services. Only individuals or corporations may create an account with Sparrow and be a User. Each individual or corporation shall be entitled to create one account only. The account belongs exclusively to the User and is not transferable. Sparrow may, in its sole and absolute discretion, refuse to create an account for an individual or corporation and/or ban an individual or corporation from creating an account on the Website.
3.2 The User agrees that he shall successfully complete the KYC Programme prior to being able to create an account on the Website. The User agrees to provide all information and/or documentation which Sparrow may request for in order for Sparrow to fulfil its legal, regulatory and contractual obligations, including but not limited to the information for the purposes of identity verification, the detection of money laundering, terrorist financing, fraud, or any other financial crime, and to create the Sparrow Wallet for the User. Such information could include the passport of the User, telephone number, email address, personal identification number, information regarding the User’s bank account, and such other information that Sparrow may reasonably require for the aforementioned purposes. The User confirms that, in providing Sparrow with such information, the information provided is accurate and correct, and agrees that he shall notify and provide Sparrow with the updated information promptly should there be any change in the information provided.
3.3 The User acknowledges that Sparrow may from time-to-time require the User to disclose and furnish such information and/or documents to ensure that the User continues to be in compliance with the KYC Programme, or may require the User to undergo the KYC Programme again. The User agrees that he shall comply with all such requests by Sparrow, and Sparrow shall be entitled to suspend and/or terminate the User’s account if the User fails to furnish such information and/or documents or successfully complete the KYC Programme within the period stipulated by Sparrow.
3.4 In the event that the passport of the User provided to Sparrow is nearing expiry, Sparrow may notify the User three (3) months prior to the expiry of the passport, and may repeat such notification once every week thereafter until the User provides Sparrow with an updated copy of his passport. The User agrees that Sparrow shall be entitled to suspend and/or terminate the User’s account and/or deny the User access to any or all of the Services if the User fails to provide Sparrow with an updated passport prior to the expiry of the passport.
3.5 Each time the User accesses the Website for its Services, he shall enter his email address and password (or such other security measure, including two-factor authentication and new device authorisation processes, as the Website may from time to time implement). The User shall not adapt or circumvent the systems in place in connection with the Website, nor access the Website other than through the normal use of it. The User agrees that he shall keep the account login credentials, and such other information that may be necessary for accessing his account, confidential and secure at all times. Any breach of security, loss, theft or unauthorized use of the User’s account, email address, password, security information or login credentials must be notified to Sparrow immediately. Sparrow assumes no responsibility for any loss that the User may sustain due to compromise of account login credentials due to no fault of Sparrow.
3.6 The User shall be fully responsible for all information and activity conducted under the User’s account, whether conducted by the User or a third party. In particular, a User shall, if it is a corporation, be responsible for the use of its account by its employees, sub-contractors, agents or other authorized persons.
3.7 Sparrow reserves the right to terminate, suspend or restrict the access of the User to his account and/or the Website and to cease acting on his instructions if there is reasonable suspicion that the person logged into the User’s account is not the User or an authorized person of the User or where Sparrow suspects that the account will be used for illegal, fraudulent or unauthorized uses.
3.8 Any payment of Sparrow Tokens between Users in relation to their trading of the Sparrow Options shall be made via the Website.
3.9 Sparrow may, in its absolute discretion, immediately remove any listed Digital Asset from the Website that it deems to be in breach of the Terms or that otherwise:
3.9.1 promotes or encourages illegal activity;
3.9.2 is harmful, abusive, offensive or illegal or infringes the rights of Sparrow or the User; or
3.9.3 has been determined to constitute a capital markets product, securities based derivatives contract or a collective investment scheme under the applicable laws of Singapore or any other jurisdiction.
- SUSPENSION, TERMINATION AND CANCELLATION
4.1 Sparrow may, in its sole and absolute discretion, (a) suspend, refuse to complete, prevent, block, cancel, or terminate any Orders, Primary Trades and/or Secondary Trades (where applicable); (b) “freeze” the Digital Assets in the User’s Sparrow Wallet; (c) suspend, restrict, or terminate the User’s access to the Sparrow Wallet, and/or any Services; (d) refuse to process, or to cancel or reverse, any transaction even after it has been completed, without any obligation to allow the User to reinstate the cancelled transaction on the same terms; (e) deactivate or cancel the User’s account with immediate effect for any reason, including but not limited to the following:
4.1.1 Sparrow reasonably believes that this is required in order to protect Sparrow’s reputation;
4.1.2 Sparrow is of the opinion that it is required to do so by applicable law, regulation or any court or other authority which Sparrow may be subject to in any jurisdiction;
4.1.3 Sparrow suspects the User to be acting in breach of this Agreement;
4.1.4 Sparrow suspects that the User has multiple accounts;
4.1.5 Sparrow has concerns that a transaction is erroneous (including where the transaction was erroneously made due to technical issues or where there was a pricing error), that the security of the User’s account is compromised, or if there is unusual activity in the User’s account;
4.1.6 Sparrow suspects the User’s account is being used for illegal, fraudulent or unauthorised purposes and/or activities;
4.1.7 Sparrow reasonably suspects or discovers that the User is engaged in money laundering, terrorist financing, fraud, or any other financial crime;
4.1.8 Sparrow reasonably suspects that the transaction involves money laundering, terrorist financing, fraud, or any other type of financial crime, or relates to a prohibited use or a prohibited business;
4.1.9 The User’s account is subject to any pending litigation, investigation, or government proceeding;
4.1.10 The User’s account has been inactive (the account has no activities or active positions) for more than sixty (60) days;
4.1.11 Sparrow perceives that it will encounter a heightened risk of legal or regulatory noncompliance associated with the User’s account should Sparrow continue to offer the User access to the Website;
4.1.12 The User takes any action with the purpose of circumventing Sparrow’s controls; and/or
4.1.13 Sparrow perceives that the User had misused the Sparrow Platform in a manner beyond the scope of the Platform’s intended purpose.
(collectively, the “Suspicious Events” and each a “Suspicious Events”).
4.2 Should the User’s account be suspended or terminated by Sparrow for any reason, the User may withdraw the assets from his Sparrow Wallet by submitting a withdrawal request via email to Sparrow at a [email protected]. Sparrow reserves the right to require the User to complete and satisfy such verification and/or approval procedures to verify the User’s identity and such procedures as may be required to comply with any applicable law or regulation before permitting the User to transfer or withdraw the assets from his Sparrow Wallet.
5.1 The User acknowledges and agrees that Sparrow is not holding any Digital Assets as the User’s trustee.The User acknowledges and agrees that Sparrow shall have the right to, in its sole and absolute discretion, commence investigations into the User’s account and/or any transactions, in any of the Suspicious Events.
5.2 If Sparrow suspects that an account has committed a breach of this Agreement and has commenced investigations pursuant to clause 5.1 above, the User acknowledges and agrees that upon Sparrow’s request and within the time frame designated by Sparrow, the User shall respond to any interrogatories in writing and furnish any information and/or documents requested by Sparrow in connection with any investigation initiated pursuant to clause 5.1 above. The User acknowledges and agrees that he shall neither impede or delay any investigation or proceeding conducted pursuant to this Agreement, nor refuse to comply with any request made pursuant to this Agreement. The User acknowledges and agrees that Sparrow shall have the right to suspend and/or terminate the User’s account if the User fails to cooperate with the investigation within the date stipulated by Sparrow.
5.3 Following the conclusion of an investigation, Sparrow will, in its sole and absolute discretion, make a determination based upon the weight of the evidence. The User acknowledges and agrees that if the account is determined to have committed a breach of this Agreement, Sparrow shall have the right to terminate the User’s account and take any and all actions pursuant to this Agreement and/or any applicable laws and regulations.
- DISCLAIMERS AGAINST LIABILITY
6.1.1 The User is aware that Sparrow does not provide any advice on the trading of Sparrow Options.
6.1.2 The User is aware that there may be high and speculative risks involved with the trading of the Sparrow Options and that all or parts of the trading may be lost. Trading in the Sparrow Options is solely the decision of the User and any such trading may never be realised.
6.1.3 The User understands and acknowledges that Sparrow and the Website is not licensed and/or regulated by the Monetary Authority of Singapore and the Sparrow Tokens are to be applied for the purposes of trading the Sparrow Options on the Website. The User understands that the Sparrow Tokens placed in the Sparrow Account are not, and shall not be, deposits as defined under the Banking Act (Cap. 19) of Singapore or capital markets products or securities-based derivative contracts as defined under the SFA.
6.2.1 The Website has been prepared by Sparrow solely for informational use and any information contained in the Website should not be regarded as an offer or invitation to purchase or subscribe for any capital markets products, and no part of it shall form the basis of or be relied upon in connection with any contract, commitment or investment decision in relation thereto. Any User should obtain appropriate specific professional advice in connection therewith. In addition, the Website may not be used for the purpose of and does not constitute an offer or invitation to purchase or subscribe for any capital markets products in any jurisdiction or under any circumstances in which such offer or invitation is unlawful or unauthorised or to any person to whom it is unlawful to make such offer or invitation.
6.2.2 The information contained in the Website may not be taken away, reproduced or redistributed to any other person. Information contained in the Website is intended solely for the User’s personal reference and is strictly confidential.
6.2.3 The Website may contain forward-looking statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expected, expressed or implied by these forward-looking statements.
6.2.4 Given the risks and uncertainties that may cause the actual future results or performance of the trading of the Sparrow Options to be materially different from that expected, expressed or implied by these forward-looking statements, undue reliance must not be placed on these statements. Sparrow does not represent or warrant that such actual future results or performance will be as discussed in this Website as such actual results may differ materially from those anticipated in these forward-looking statements as a result of the risks faced by the trading of the Sparrow Options. Sparrow disclaims any responsibility to update any of these forward-looking statements or publicly announce any revisions to these forward-looking statements to reflect future developments, events or circumstances.
6.2.5 The User understands and acknowledges that it may suffer losses in conducting the trading activities on the Sparrow Platform, and that Sparrow does not warrant or guarantee that the value of the Sparrow Dollars or Sparrow Tokens will appreciate, remain stable or depreciate. Sparrow further does not represent and does not guarantee that the User will be profit from the holding, selling, trading or otherwise of Sparrow Dollars, Sparrow Tokens or Sparrow Options.
6.2.6 The information contained in the Website has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on the fairness, accuracy, correctness, completeness, originality, timeliness, reasonableness, non-infringement, suitability, satisfactory quality, merchantability or fitness for any particular purpose of, the information or opinions contained in the Website. It is not the intention of Sparrow to provide, and you may not rely on these materials as providing a complete or comprehensive analysis of the Sparrow Options. The information and opinions contained in the Website are subject to change without notice. The User agrees that the Sparrow Options and Services on the Sparrow Platform may be dependent on the pricing or information provided by third parties or third party websites and that Sparrow shall not have any liability, contingent or otherwise, to the User, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Sparrow Options or Services on the Sparrow Platform and/or the Website, regardless of cause. The User further agrees that Sparrow shall not be liable or responsible in any way for the User’s use of the internet to connect to the Sparrow Platform and/or the Website, or any technical problems, power or system failures, malfunctions, internet or technological breakdown, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced.
6.2.7 Sparrow does not grant any representation or warranty, expressed or implied, as to the accessibility and quality of the Sparrow Platform and Website. There are situations when the Sparrow Platform and/or the Website will not be accessible, including but not limited to maintenance and circumstances outside the control of Sparrow such as net access failure, theft and blockchain mining attacks. As a result of the inherent deficiency in electronic distribution, there are also situations where there may be errors, delays, omissions, interruption, breach of security, corruption or unavailability of access in connection with or inaccuracies with the Sparrow Platform and/or the Website. The User agrees that Sparrow shall in no way be responsible for any erroneous Orders, Primary Trades or Secondary Trades or failure or any computer hardware or software used by Sparrow or a service provider of Sparrow, or any telecommunications devices used by Sparrow or a service provider of Sparrow or stoppage of service, which prevents Sparrow from fulfilling its obligations under this Agreement, provided that Sparrow shall use commercially reasonable efforts to prevent or limit such events. The User also agrees that Sparrow does not guarantee the continuous availability of the Sparrow Platform, which has the functionality as available during the User’s use, and that Sparrow shall not be responsible for any errors, delays, communication failures or other malfunctions of the Sparrow Platform and any losses the User may suffer due to the inaccessibility of the Sparrow Platform.
6.2.8 Without limiting the foregoing, Sparrow does not warrant that the Sparrow Platform, Website, functions contained in or access to the Website or other content will be timely, uninterrupted or error-free without omission, that defects will be corrected, or that the Website or its contents are free of infection by computer viruses, computer worms, Trojan horses, spyware and/or other harmful or corrupt code, programme, macro and such other unauthorised or malicious software, or that the download, installation or use of any software or content of the Website in or with any computer will not affect the functionality or performance of the computer. The User (and not Sparrow) shall assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in the computer. The User agrees not to hold Sparrow liable for the loss of any of the contents in its computer or for any loss that the User suffers that is due to any circumstances beyond the control of Sparrow.
6.2.9 Sparrow shall not be liable to any User or be deemed in breach of this Agreement by reason of any delay in performing, or any failure to perform, its obligations, if the delay or failure was due to a Force Majeure Event.
6.2.10 The delivery of the Website in certain jurisdictions may be restricted or prohibited by law in such jurisdictions. Persons who access the Website or Users must familiarise themselves, and observe and comply, with any such prohibitions and/or restrictions.
6.2.11 To the fullest extent permitted by law, none of Sparrow nor any of its Representatives shall be liable (in negligence or otherwise) for any Loss howsoever arising from any use of the Website. The User shall indemnify Sparrow in relation to any Losses suffered or incurred by Sparrow in relation to any breach of the Agreement by such User.
6.2.12 The User should seek professional advice if in doubt to ensure compliance with all applicable laws and regulations.
6.2.13 The User acknowledges and agrees that Sparrow is not holding any Digital Assets as the User’s trustee.
7.1 Provided that the User complies with these Terms, Sparrow shall grant the User a limited, royalty-free, personal, revocable and non-transferable licence to download and use Sparrow’s application for his own personal purposes. The User shall only utilize the application in accordance with these Terms.
- PRIVACY RIGHTS
8.1 For the purposes of enhancing the User’s experience on the Website, Sparrow shall collect, use and disclose personal data of the User. The User further agrees that Sparrow shall have the right to collect, store, analyse and distribute anonymised trade data.
8.2 Sparrow shall obtain the consent of each User before collection, use and disclosure of personal data. Upon successful registration with the Website, the User agrees that Sparrow may collect, use and disclose the information it obtains through the Website in accordance with its Privacy and Data Protection Policy. Subject to reasonable written notice to Sparrow, Users may withdraw their consent at any time. If the User has provided Sparrow with an email address, the User consents to receive, from time to time, email messages from and through Sparrow, including information about its Sparrow Options and Services.
8.3 Sparrow shall manage and protect personal data in accordance with the Personal Data Protection Act 2012 (No. 26 of 2012) and its Privacy and Data Protection Policy.
- LIABILITY AND INDEMNITY
9.1 Sparrow, or any of its Representatives, shall not be liable for any Losses, arising out of or in any way connected with:-
9.1.1 the use or performance of the Platform, the Website or the Services thereon;
9.1.2 the use of the Sparrow Platform;
9.1.3 trading activities conducted on the Sparrow Platform;
9.1.4 the withdrawal or settlement process;
9.1.5 the delay or inability to use the Website or the Services thereon;
9.1.6 any Force Majeure Event;
9.1.7 the provision of or failure to provide the Website or the Services thereon;
9.1.8 any information, data, software, products, services and related graphics obtained through the Website or the Services thereon;
9.1.9 any reliance on any statement, opinion, representation or information on the Website or the Services thereon; or
9.1.10 otherwise arising out of the use of this Website or the Services thereon,
whether based on contract, tort, strict liability or otherwise, except where such Losses arise from fraud by Sparrow.
9.2 In the event that Sparrow is liable for damages, the User agrees that Sparrow’s aggregate liability to the User for any and all damages, losses and causes of action (whether in contract, tort including, without limitation, negligence, or otherwise) in relation to his use of the Services shall not exceed the total amount of fees and charges paid by the User to Sparrow in the 12- month period immediately preceding the time such liability arose.
9.3 Without prejudice to the other provisions herein, the User irrevocably and unconditionally agrees to indemnify (and keep indemnified) Sparrow and its Representatives (collectively the “Indemnified Parties”) on demand against any and all Losses which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to the access to and/or the use of the Website or its Services by the User, whether or not such access or use was authorised or whether it was due to any act or omission on its part, the breach of this Agreement by the User, the violation by the User of any rights of another person or entity or the breach by the User of any statutory requirement, duty or law.
- ANTI-MONEY LAUNDERING AND COUNTERING THE FINANCING OF TERRORISM
10.1 The User represents that the Sparrow Dollars and the Sparrow Tokens were not and are not directly or indirectly derived from activities that may contravene laws and regulations in Singapore as well as international laws and regulations, including anti-money laundering and countering the financing of terrorism laws and regulations.
10.2 Accordingly, the User represents and warrants that, to the best of its knowledge, none of:
10.2.1 the User;
10.2.2 any person controlling or controlled by the User;
10.2.3 if the User is a privately held entity, any person having a beneficial interest in the User; or
10.2.4 any person for whom the User is acting as agent or nominee in connection with this trading,
is a country, territory, individual or entity named on a restricted list by the relevant regulatory authority in Singapore or such other jurisdiction.
Please be advised that Sparrow may not accept any trading activities from a prospective User if it cannot make the representations set forth in clauses 10.1 and 10.2 above. In addition, if the User cannot make these representations, Sparrow, at their sole and absolute discretion, may prohibit, terminate or suspend the trading activities and account of such User.
10.3 The User agrees promptly to notify Sparrow should the User become aware of any change in the information set forth in the representations set out in clauses 10.1 and 10.2 above. The User is advised that, by law, Sparrow may be obligated to "freeze the account" of such User, by prohibiting any trading activities from the User in compliance with governmental regulations, and Sparrow and/or its Representatives may also be required to report such action and to disclose the User’ss identity to the relevant authorities. In particular, the User agrees that Sparrow shall be entitled to report instances of fraudulent or criminal behaviour to the relevant authorities.
10.4 The User hereby agrees to promptly provide any additional documentation Sparrow and/or its Representatives may request in the future to the extent that Sparrow determines necessary in order to comply with applicable anti-money laundering laws or policies or any other applicable law and the User acknowledges and consents to the disclosure by Sparrow and/or its Representatives upon request in connection with money laundering and similar matters in Singapore and such other jurisdictions.
10.5 The User hereby agrees that Sparrow and/or its Representatives may disclose to each other, to any other service provider engaged by Sparrow, or to any regulatory body in any applicable jurisdiction any information concerning them and their associates provided by them to Sparrow and/or its Representatives and any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on such person by law or otherwise.
- THIRD PARTIES
11.1 The Website may contain information concerning third parties, third party products and services or links to third-party websites or applications. Sparrow does not monitor, control or endorse these third parties, their products, services, websites or applications. Any links to other websites are provided as a convenience to the User, and does not imply Sparrow’s endorsement of the linked website or association with their operators.
11.2 Sparrow makes no representation as to the quality, suitability, functionality, accuracy or legality of the materials on third party websites that are linked to, or to any goods and services available for such websites.
11.3 To the maximum extent permitted by law, Sparrow is not responsible and disclaim all liability for (a) such third party products, services, websites or applications; (b) for any act or omission of these third parties, or (c) any dealings between you and these third parties, whether or not such dealings have been performed or facilitated through the Website, arising out of or in relation to anything done or omitted to be done in relation to these materials, or any delay, inaccuracies or omissions in the materials or any interruption to the supply of materials.
- ENTIRE AGREEMENT
12.1 The Agreement embodies the entire agreement between the Parties with respect to the subject matter of the Agreement and supersedes any previous agreements relating to the subject matter.
12.2 Except to the extent that they have been performed and except where the Agreement provides otherwise, the obligations contained in the Agreement remain in force after completion of the matters set out therein.
12.3 The Agreement shall be binding on and shall endure for the benefit of each of the Parties’ successors in title or legal personal representatives.
13.1 If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect: (a) the legality, validity or enforceability in that jurisdiction of any other provision of the Agreement; or (b) the legality, validity or enforceability under the laws of any other jurisdiction of that or another provision of the Agreement.
14.1 Sparrow reserves the right to supplement, vary or amend the Agreement from time to time immediately upon notification to the User. Changes to the Agreement will be posted on the Website and/or specifically notified by Sparrow. It is the responsibility of the User to review the Agreement upon each access or use to ensure that it are aware of any changes made by Sparrow. The continued access or use of the Website and/or its Services by the User after changes are posted constitutes its agreement to be legally bound by the Agreement so amended and for the revised Agreement to apply to all current and past usage by the User of this Website. In the event that the User does not agree to any of the changes, Sparrow is not obliged to continue providing the User with any Service, and the User must stop using the Website and/or the Services provided thereon.
- CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
15.1 The Contracts (Rights of Third Parties) Act (Cap. 53B) shall not under any circumstances apply to the Agreement and any person who is not a party to the Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in the Agreement) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce the Agreement or any of the terms.
- GOVERNING LAW AND JURISDICTION
16.1 The Agreement shall be governed by and construed in accordance with the laws of Singapore.
16.2 All disputes, controversies or differences (“Dispute”) arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration conducted in English in Singapore by a single arbitrator in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC”) for the time being in force which rules shall be deemed to be incorporated by reference in this clause 16.2.
16.3 The Parties further agree that following the commencement of arbitration pursuant to clause 16.2, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (the “SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed pursuant to clause 16.2 and the terms of such settlement may be embodied in a consent award on agreed terms.