SolCap Ltd. and Liquid Latam Ltd. | Terms of Use

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LAST UPDATED: September, 2023. 

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Please read these Terms of Use carefully, as well as any other related document, which will include the agreements between you and SolCap Ltd. a company duly organized under the laws of British Virgin Islands, with registered address at Craigmuir Chambers, Road Town, Tortola, BVI VG 1110, and Registration Number 2060330, or Liquid Latam Ltd., a company duly organized under the laws of British Virgin Islands, with registered address at Craigmuir Chambers, Road Town, Tortola, BVI VG 1110, and Registration Number 2015591 (both companies referred as “Solidus” or the “Company”) in the provision of the Services indicated below (the “Terms of Use” or “Terms”). 

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By clicking to accept, or by accessing or using our Services, the Counterparty will be deemed that has fully read, understand, and accept all content within these Terms of Use. The Counterparty undertakes to accept and abide by the Terms of Use and shall not make a plea of any for not reading this Terms of Use.

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PRELIMINARY

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Solidus offers a broad range of financial services within the money services and digital assets sectors, operating strictly within the legal framework of its operational jurisdiction (the “Services”). These Terms of Use govern the provision of the Services that Solidus will provide to the Counterparty (hereinafter the “Counterparty”, and jointly with Solidus the “Parties”). 

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The Counterparty accepts and acknowledges that Solidus may modify, at any time, these Terms of Use, without previous notice. Each time an update is made, and the Counterparty continues to use the Services, or the Site it will be considered that they have accepted said modifications. Without prejudice of the previous, Solidus agrees to notify the Counterparty of any major modifications, in which case the changes will be material.

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The use and access to the Site are not allowed from those States or jurisdictions with respect to which, in accordance with various legal and regulatory prohibitions, (i) it is not possible to carry out said operations or (ii) in the event that it is considered a risky operation when carrying out in certain jurisdictions and/or Solidus considers that it is not possible to carry out such operations. Solidus is not responsible for the actions taken by Counterparties in contempt of this provision, and we reserve the right to stop providing our Services to said Counterparties.

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CLAUSES

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First: Parties

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According to these Terms of Use, or the agreements or contracts signed between the Counterparty and Solidus, the Services are offered to each Counterparty by SolCap Ltd. or Liquid Latam Ltd.

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1.1 Counterparty: In order to register as a Counterparty, you must be at least 18 years old and have the necessary legal capacity to be bound and accept the Terms of Use. 

In the case of legal entities, only those with the necessary faculties to compromise before Solidus in the celebration of any legal action, after validation of the necessary requirements, may have access to our Services.

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Second: Consent 

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The Parties agree that regardless of the signature or absence of the signature of the Terms of Use, they will be considered consent, regardless of whether or not there are any means of acceptance (including without limiting any click or act of express consent), (i) when accessing or making use of the Solidus Services, or (ii) accessing Solidus Site through https://www.soliduscapital.io. If the Terms of Use are not acceptable to the Counterparty, the Counterparty must immediately suspend the use of any service, platform, means of provision.

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The Counterparty acknowledges that the acceptance of these Terms of Use has the same legal effect as if the physical or digital signature had been embodied in an agreement of wills and accepts that their consent will be obtained electronically.

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Third: Counterparty Registration

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3.1 Registration of Account. To access our Services, the Counterparty must complete the registration process to establish an account (the "Account"). By creating an Account, the Counterparty affirms and undertakes to use it solely for personal use and not on behalf of any third party, except with prior written approval from Solidus. Each user is entitled to one Account, and the Counterparty bears full responsibility for all activities conducted under its Account. Solidus retains the right, at its sole discretion, to decline the opening of an Account.

3.2 Identity Verification. During the Account registration process, the Counterparty commits to furnish Solidus and any third-party identity verification service provider designated by Solidus with the information required for identity verification and the detection of potential money laundering, terrorist financing, fraud, or other financial crimes in accordance with our Anti-Money Laundering ("AML") Compliance Program. The Counterparty must complete specific verification procedures before being granted access to our Services. The Counterparty's access to Services and applicable usage limits may be adjusted based on the ongoing collection of information regarding the Counterparty. The information requested by Solidus may encompass personal data, such as name, address, phone number, email address, date of birth, social security or taxpayer identification number, government-issued identification, and bank account details (including bank name, account type, routing number, and account number). In certain cases, where permitted by law, special categories of personal data, including biometric information, may also be requested. The Counterparty personal information will receive the treatment established in the Privacy Policy of Solidus Capital. 

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3.3 Collaboration Duty: The Counterparty acknowledges that Solidus will strictly comply with the requirements that any competent authority may formulate, by virtue of which there may be additional requirements to those established in these Terms of Use, which may relate to the level of both operational risk, legal, reputational, geographic or by preponderant activity, among others. These requirements must fully meet to establish and/or, where appropriate, continue with the provision of the Services. 

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In the event that your operation with Solidus is suspected of not complying with any provision of AML/FT, national or international, you accept that Solidus has the right to carry out any necessary or convenient review and audit action, such as requesting and collecting any additional relevant information or documentation, as well as report, at our sole discretion, any activity to any authority and, where appropriate, take any action or carry out any act implicitly or explicitly contemplated in Terms of Use or the legislation applicable, including without limitation the temporary or total suspension of access to the Site and Services.

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3.4 Accuracy of Information. By providing Solidus with this or any other requisite information for compliance with our AML Program, the Counterparty affirms the accuracy and authenticity of such information. The Counterparty further agrees to promptly inform Solidus of any changes to the provided information.

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Fourth: Operational Rule

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4.1 Access Requirements. In order to utilize our Services, the Counterparty must possess the requisite equipment and maintain active telecommunications service subscriptions that enable access to the Account. Access to the Services may experience degradation or unavailability during periods of heightened volatility or increased usage volume. This could potentially lead to temporary service unavailability and delays in response times from our support team.

4.2 Service Availability Disclaimer. While Solidus is dedicated to delivering exceptional service, we cannot assure uninterrupted availability of our Services, nor can we guarantee the seamless execution, acceptance, recording, or maintenance of any order. Consequently, Solidus assumes no liability for losses stemming from or related to interruptions or delays in transaction processing.

Fifth: Security

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THE PROPER USE, MANAGEMENT, AND CUSTODY OF THE SIGNATURES, PRIVATE KEYS, ACCESS CODES, PASSWORDS, AND ANY OTHER DATA OF ACCESS TO THE SITE AND SERVICES ARE THE RESPONSIBILITY OF THE COUNTERPARTY. Solidus will not be responsible for the lack of diligence, negligence, or inexperience by the Counterparties in the control and care of these, as well as the possible consequences that this may imply.

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5.1 Solidus is not responsible for Phishing, identity theft, cyber-attacks, or any attack of which the Counterparty is a victim. Nor will it be responsible for acts of third parties that affect the Site, the global internet network, or any other interconnection platform in a general way. 

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Sixth: Digital Assets

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6.1 Counterparty acknowledge and agree that protocols may change, and forks may occur, in each case outside of Solidus control and that, therefore, except as may otherwise be provided in this Terms of Use: (i) The value, functionality, and/or denomination of the Digital Asset in issue may be dramatically and/or significantly impacted by sudden changes in the operating rules of blockchains and protocols ("Forks"); (ii) Solidus is not responsible for any damages incurred by the Counterparty arising in connection with Protocol changes or forks; and (iii) Neither Solidus nor its affiliates, controllers, and/or subsidiaries are accountable for the functioning, security, or availability of the underlying protocols and blockchains, and neither do they guarantee those factors;

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6.2 The blockchains or the software protocols that regulate the activities with Digital Assets enabled under the Services are not subject to the authority of Solidus or any of its affiliates, controllers, or subsidiaries. 

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6.3 There is a considerable chance of losing money when utilizing the Services or holding onto any Digital Assets. The established price for a Digital Asset may change briefly. The Counterparty hereby acknowledges that it is aware of these risks and agrees to assume them. As a result, before using the Services, the Counterparty will get any necessary tax, financial, and/or legal counsel. 

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6.4 Counterparty declares that Solidus, its affiliates, controlling and/or controlled companies, shareholders, directors, employees, and/or third parties are not and will not be responsible for any loss or damage, whether direct or indirect, resulting from the Services.

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THE VALUE OF DIGITAL ASSETS IS SUBJECT TO FLUCTUATION AND THERE EXISTS A SUBSTANTIAL RISK OF FINANCIAL LOSS ASSOCIATED WITH ACQUIRING, SELLING, OR HOLDING SUCH ASSETS. THE COUNTERPARTY SHOULD CAREFULLY CONSIDER WHETHER TRADING OR HOLDING ANY DIGITAL ASSETS IS SUITABLE FOR THEM IN LIGHT OF THEIR FINANCIAL CONDITION. SOLIDUS IS NOT REGISTERED WITH ANY REGULATORY AUTHORITY OVERSEEING THE TRADING OF SECURITIES AND DOES NOT OFFER SECURITIES SERVICES.

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Seventh: Counterparty Warranties and Acknowledgements

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7.1 Counterparty Warranties: By using the Site or requesting or receiving Solidus Services, the Counterparty's declares that (i) it is empowered to accept and comply with the Terms of Use, (ii) compliance with the Terms of Use does not contravene any provision that is applicable to it, or any contract or agreement to which it is a party, (iii) it has obtained and is in force any authorization necessary to comply with the Terms of Use, (iv) it is not part of any litigation or controversy that may have adverse effects with respect to their obligations under the Terms of Use, (v) any voluntary agreement and the Terms of Use constitute valid and enforceable obligations against them, in accordance with their terms, (vi) they are legally able to grant your consent electronically regarding these Terms of Use: and (vii) there is no law or regulation that restricts or prohibits the use of our Services in the jurisdiction, Country or State of where the Counterparty lives, is located or where the servers from which its connection originates are located.

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7.2 Counterparty Acknowledgements: Counterparty acknowledges that: (i) Solidus does not offer suggestions or advice regarding the feasibility or viability of the transactions and/or usage of the Service. Before using the Service, the Counterparty will use his own counsel and/or recommendations, under his own responsibility and judgment; (ii) even when Solidus is at the forefront in terms of technological security, there are various technological and cyber risks, including fraud, that are inherent to the use of electronic or digital means in the financial system, including the operation with Electronic Payment Funds and the use of technological platforms in general for which in no case will Solidus be responsible. The Counterparty acknowledges and accepts that Solidus has no type of insurance for the deposit and/or the Counterparty's resources; (iii) The operation of the platform could be partially or totally restricted at any time, in a programmed or sudden way, which could generate the non-execution of pending operations, which could cause economic damage to the Counterparty; however, the Counterparty accepts that Solidus is not and will not be responsible, under any reason and under any circumstances, for damages or losses that similar or identical situations may cause, for which it is obliged to hold harmless Solidus of any claim that could be presented in this sense or other similar ones; (iv) Losses due to fraudulent or accidental transactions may not be recoverable, and additionally, once they have been confirmed, the Counterparty will be obliged to comply with them. Solidus has no responsibility for all those operations carried out by (v) Counterparties when these are fraudulent or accidental or are the result of negligence on the part of Counterparties in the care of their public access keys or private passwords, in accordance with the provisions of the Fifth clause of these Terms of Use. The Services are and will be provided exclusively by Solidus and its related entities, who assume all responsibilities and obligations in accordance with the Terms of Use, and is the owner or has the right to use the interfaces, internet pages, or any other address or link indicated in these Terms of Use, with Solidus being solely responsible for its use in front of Counterparties; and (v) For the safety of our Counterparts, we do not assume any responsibility, nor will we be liable in any way, for any operation made in terms of the instruction and information provided by the Counterparty. The Counterparty acknowledges and accepts that the transfers to the accounts or wallets of said operation are made under his entire responsibility, and in no case will Solidus be responsible for the said concept. 

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Eighth: Notifications

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The Counterparty (a) consent to receive communications from Solidus in an electronic form via the email address that the Counterparty submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Solidus provides electronically satisfy any legal requirement. 

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Ninth: History and Record of Operations

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Solidus records account for transactional movements that allow identifying Counterparty operations. Solidus strives to provide accurate and truthful information; however, there may be errors in the Counterparty's history and any proof of operation. In the event of an error, the Counterparty has 30 calendar days to make it known to us through info@soliduscapital.io; After this period, it will be understood that the Counterparty recognizes and accepts the history of his Operation without being able to initiate a claim on a subsequent date.

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Tenth. Indemnity

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Counterparty shall assume the responsibility to defend, indemnify, and hold harmless Solidus and its Affiliates, as well as their respective personnel, members, managers, and representatives, from any third-party claims, actions, audits, investigations, inquiries, or other proceedings ("Claims"), as well as any claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising from such Claims ("Losses"). This indemnification shall apply to the extent that any Claim or Loss is based on any breach of Counterparty's representations, warranties, or covenants under this Terms of Use or the Master Services Agreement or is caused by the Counterparty or Counterparty's employees, contractors, or agents.

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Eleventh: Limitation of Liability

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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLIDUS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME, OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO THE TRADING OF ANY DIGITAL ASSETS PURSUANT TO THIS TERMS OF USE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SOLIDUS AND ITS AFFILIATES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRADING OF ANY DIGITAL ASSETS PURSUANT TO THIS TERMS OF USE OR ANY AGREEMENT, OR OTHERWISE RELATED TO THIS TERMS OF USE OR ANY AGREEMENT, EXCEED $10,000.

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The limitations set forth in this Section will not exclude or limit liability for fraud or willful or intentional misconduct of Solidus.

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Twelfth: Suspension and/or Closing of Accounts

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12.1 The Counterparty can close his account at any time, for which he must send an email to info@soliduscapital.io requesting cancellation. 

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12.2 Solidus retains the right, at its sole discretion, to decline the opening of an account and may impose transactional limits or, when necessary, freeze, suspend, or terminate the Account.

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Thirteenth: System Errors

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13.1 Due to technological factors, scheduled maintenance, or other factors outside or within our control, the Solidus platform or other Services may be temporarily interrupted. Although we will do everything possible to solve said factors where appropriate, the Counterparty accepts that we are not responsible for the damages and losses derived from said interruption and waives any right or action it may have against Solidus.

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13.2 In no event will Solidus be liable for any loss or damage, including, without limitation, all losses, costs, expenses, loss of profits, loss of income, or expected profit expectations as a result of the failure of the Solidus Service or the Site, regardless of the cause, period of time or patrimonial affectation.

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13.3 Solidus reserves the right to reverse any operation that has been carried out as a result of an interruption in service or failure in the functioning of electronic communications, commercial facilities, storage facilities, recording mechanisms, or other components of the Services. In these circumstances, operations will be reviewed on a case-by-case basis, and Solidus will inform through the email address provided by the Counterparty if any operations are affected.

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Fourteenth: No Warranties; Release

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EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION OF THIS TERMS OF USE, SOLIDUS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, AND SOLIDUS HEREBY EXPRESSLY DISCLAIMS, AND COUNTERPARTY HEREBY WAIVES, ANY OTHER REPRESENTATIONS, WARRANTIES, OR REMEDIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THIS TERMS OF USE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND SOLIDUS PROVIDES NO WARRANTY THAT THE DIGITAL ASSETS OR ASSOCIATED SOFTWARE OR PROTOCOLS WILL OPERATE AS INTENDED, BE FREE OF ERRORS OR DEFECTS, BE FREE OF VIRUSES, OR BE SECURE FROM “HACKS” OR OTHER ATTEMPTS TO COMPROMISE THEIR SECURITY OR INTEGRITY, OR THAT ANY DATA OR INFORMATION RELATED TO ANY DIGITAL ASSET OR TRANSMISSION OF ANY DIGITAL ASSET WILL BE SECURE AGAINST LOSS, CORRUPTION, OR THEFT DURING TRANSMISSION OVER THE INTERNET OR ANY OTHER NETWORK.

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Fifteenth: Miscellaneous

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15.1 Severability: If any provision of the Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

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15.2 Prevalence: In the event of any discrepancy or conflict between the general terms and conditions set forth in this Terms of Use and the specific terms and conditions contained in any contract signed with the Counterparty, such as the Master Services Agreement, it is expressly agreed that the terms and conditions of the contract signed with the Counterparty shall prevail.

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15.3 Assignment: These Terms of Use and the rights and obligations provided herein may not be transferred or assigned by Counterparties in any way, but we reserve the right to assign this, transfer, or assign the information that we have collected from you on the occasion of an assignment to subsidiaries, affiliates, controllers or entities of the same business group or as a consequence of any other operation.

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15.4 Applicable Law: For the interpretation, compliance, and execution of the Terms of Use, the Parties agree that the applicable law will be the laws of the British Virgin Islands and disputes shall be resolved by the competent courts with jurisdiction in Tortola, British Virgin Islands.

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15.5 Definitions: The Parties agree that all the capitalized terms shall have the meaning specified in the correspondent Master Services Agreement.

Sixteenth: Contact and Support.

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You can contact us through the website https://www.soliduscapital.io / by selecting the option "Contact us" or by email at info@soliduscapital.io.

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Liquid Arg S.A.S. | Terms of Use

Please read these Terms of Use carefully, as well as any other related document, which will include the agreements between you and Liquid Arg S.A.S. a company duly organized under the laws of the Republic of Argentina, with address at Calle 27 De Abril 351, floor 9b, City of Cordoba, Province of Córdoba, Republic of Argentina and CUIT Number 30-71825446-5 (“Solidus” or the “Company”) in the provision of the Services indicated below (the “Terms of Use” or “Terms”). 

By clicking to accept, or by accessing or using our Services, the Counterparty will be deemed that has fully read, understand, and accept all content within these Terms of Use. The Counterparty undertakes to accept and abide by the Terms of Use and shall not make a plea of any for not reading this Terms of Use.

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PRELIMINARY

Solidus offers a broad range of financial services within the money services and digital assets sectors, operating strictly within the legal framework of its operational jurisdiction (the “Services”). These Terms of Use govern the provision of the Services that Solidus will provide to the Counterparty (hereinafter the “Counterparty”, and jointly with Solidus the “Parties”). 

The Counterparty accepts and acknowledges that Solidus may modify, at any time, these Terms of Use, without previous notice. Each time an update is made, and the Counterparty continues to use the Services or the Site it will be considered that they have accepted said modifications. Without prejudice of the previous, Solidus agrees to notify the Counterparty of any major modifications, in which case the changes will be material.

The use and access to the Site are not allowed from those States or jurisdictions with respect to which, in accordance with various legal and regulatory prohibitions, (i) it is not possible to carry out said operations or (ii) in the event that it is considered a risky operation when carrying out in certain jurisdictions and/or Solidus considers that it is not possible to carry out such operations. Solidus is not responsible for the actions taken by Counterparties in contempt of this provision, and we reserve the right to stop providing our Services to said Counterparties.

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CLAUSES

First: Parties.

According to these Terms of Use, or the agreements or contracts signed between the Counterparty and Solidus, the Services are offered to each Counterparty by Liquid Arg SAS.

1.1 Counterparty: In order to register as a Counterparty, you must be at least 18 years old and have the necessary legal capacity to be bound and accept the Terms of Use. 

In the case of legal entities, only those with the necessary faculties to compromise before Solidus in the celebration of any legal action, after validation of the necessary requirements, may have access to our Services.

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Second: Consent 

The Parties agree that regardless of the signature or absence of the signature of the Terms of Use, they will be considered consent, regardless of whether or not there are any means of acceptance (including without limiting any click or act of express consent), (i) when accessing or making use of the Solidus Services, or (ii) accessing Solidus Site through https://www.soliduscapital.io. If the Terms of Use are not acceptable to the Counterparty, the Counterparty must immediately suspend the use of any service, platform, means of provision.

The Counterparty acknowledges that the acceptance of these Terms of Use has the same legal effect as if the physical or digital signature had been embodied in an agreement of wills and accepts that their consent will be obtained electronically.

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Third: Counterparty Registration

3.1 Registration of Account. To access our Services, the Counterparty must complete the registration process to establish an account (the "Account"). By creating an Account, the Counterparty affirms and undertakes to use it solely for personal use and not on behalf of any third party, except with prior written approval from Solidus. Each user is entitled to one Account, and the Counterparty bears full responsibility for all activities conducted under its Account. Solidus retains the right, at its sole discretion, to decline the opening of an Account.

3.2 Identity Verification. During the Account registration process, the Counterparty commits to furnish Solidus and any third-party identity verification service provider designated by Solidus with the information required for identity verification and the detection of potential money laundering, terrorist financing, fraud, or other financial crimes in accordance with our Anti-Money Laundering ("AML") Compliance Program. The Counterparty must complete specific verification procedures before being granted access to our Services. The Counterparty's access to Services and applicable usage limits may be adjusted based on the ongoing collection of information regarding the Counterparty. The information requested by Solidus may encompass personal data, such as name, address, phone number, email address, date of birth, social security or taxpayer identification number, government-issued identification, and bank account details (including bank name, account type, routing number, and account number). In certain cases, where permitted by law, special categories of personal data, including biometric information, may also be requested. The Counterparty personal information will receive the treatment established in the Privacy Policy of Solidus Capital. 

3.3 Collaboration Duty: The Counterparty acknowledges that Solidus will strictly comply with the requirements that any competent authority may formulate, by virtue of which there may be additional requirements to those established in these Terms of Use, which may relate to the level of both operational risk, legal, reputational, geographic or by preponderant activity, among others. These requirements must fully meet to establish and/or, where appropriate, continue with the provision of the Services. 

In the event that your operation with Solidus is suspected of not complying with any provision of AML/FT, national or international, you accept that Solidus has the right to carry out any necessary or convenient review and audit action, such as requesting and collecting any additional relevant information or documentation, as well as report, at our sole discretion, any activity to any authority and, where appropriate, take any action or carry out any act implicitly or explicitly contemplated in Terms of Use or the legislation applicable, including without limitation the temporary or total suspension of access to the Site and Services.

3.4 Accuracy of Information. By providing Solidus with this or any other requisite information for compliance with our AML Program, the Counterparty affirms the accuracy and authenticity of such information. The Counterparty further agrees to promptly inform Solidus of any changes to the provided information.

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Fourth: Operational Rule

4.1 Access Requirements. In order to utilize our Services, the Counterparty must possess the requisite equipment and maintain active telecommunications service subscriptions that enable access to the Account. Access to the Services may experience degradation or unavailability during periods of heightened volatility or increased usage volume. This could potentially lead to temporary service unavailability and delays in response times from our support team.

4.2 Service Availability Disclaimer. While Solidus is dedicated to delivering exceptional service, we cannot assure uninterrupted availability of our Services, nor can we guarantee the seamless execution, acceptance, recording, or maintenance of any order. Consequently, Solidus assumes no liability for losses stemming from or related to interruptions or delays in transaction processing.

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Fifth: Security

THE PROPER USE, MANAGEMENT, AND CUSTODY OF THE SIGNATURES, PRIVATE KEYS, ACCESS CODES, PASSWORDS, AND ANY OTHER DATA OF ACCESS TO THE SITE AND SERVICES ARE THE RESPONSIBILITY OF THE COUNTERPARTY. Solidus will not be responsible for the lack of diligence, negligence, or inexperience by the Counterparties in the control and care of these, as well as the possible consequences that this may imply.

5.1 Solidus is not responsible for Phishing, identity theft, cyber-attacks, or any attack of which the Counterparty is a victim. Nor will it be responsible for acts of third parties that affect the Site, the global internet network, or any other interconnection platform in a general way. 

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Sixth: Digital Assets

6.1 Counterparty acknowledge and agree that protocols may change, and forks may occur, in each case outside of Solidus control and that, therefore, except as may otherwise be provided in this Terms of Use: (i) The value, functionality, and/or denomination of the Digital Asset in issue may be dramatically and/or significantly impacted by sudden changes in the operating rules of blockchains and protocols ("Forks"); (ii) Solidus is not responsible for any damages incurred by the Counterparty arising in connection with Protocol changes or forks; and (iii) Neither Solidus nor its affiliates, controllers, and/or subsidiaries are accountable for the functioning, security, or availability of the underlying protocols and blockchains, and neither do they guarantee those factors.

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6.2 The blockchains or the software protocols that regulate the activities with Digital Assets enabled under the Services are not subject to the authority of Solidus or any of its affiliates, controllers, or subsidiaries. 

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6.3 There is a considerable chance of losing money when utilizing the Services or holding onto any Digital Assets. The established price for a Digital Asset may change briefly. The Counterparty hereby acknowledges that it is aware of these risks and agrees to assume them. As a result, before using the Services, the Counterparty will get any necessary tax, financial, and/or legal counsel. 

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6.4 Counterparty declares that Solidus, its affiliates, controlling and/or controlled companies, shareholders, directors, employees, and/or third parties are not and will not be responsible for any loss or damage, whether direct or indirect, resulting from the Services.

THE VALUE OF DIGITAL ASSETS IS SUBJECT TO FLUCTUATION AND THERE EXISTS A SUBSTANTIAL RISK OF FINANCIAL LOSS ASSOCIATED WITH ACQUIRING, SELLING, OR HOLDING SUCH ASSETS. THE COUNTERPARTY SHOULD CAREFULLY CONSIDER WHETHER TRADING OR HOLDING ANY DIGITAL ASSETS IS SUITABLE FOR THEM IN LIGHT OF THEIR FINANCIAL CONDITION. SOLIDUS IS NOT REGISTERED WITH ANY REGULATORY AUTHORITY OVERSEEING THE TRADING OF SECURITIES AND DOES NOT OFFER SECURITIES SERVICES.

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Seventh: Counterparty Warranties and Acknowledgements

7.1 Counterparty Warranties: By using the Site or requesting or receiving Solidus Services, the Counterparty's declares that (i) it is empowered to accept and comply with the Terms of Use, (ii) compliance with the Terms of Use does not contravene any provision that is applicable to it, or any contract or agreement to which it is a party, (iii) it has obtained and is in force any authorization necessary to comply with the Terms of Use, (iv) it is not part of any litigation or controversy that may have adverse effects with respect to their obligations under the Terms of Use, (v) any voluntary agreement and the Terms of Use constitute valid and enforceable obligations against them, in accordance with their terms, (vi) they are legally able to grant your consent electronically regarding these Terms of Use: and (vii) there is no law or regulation that restricts or prohibits the use of our Services in the jurisdiction, Country or State of where the Counterparty lives, is located or where the servers from which its connection originates are located.

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7.2 Counterparty Acknowledgements: Counterparty acknowledges that: (i) Solidus does not offer suggestions or advice regarding the feasibility or viability of the transactions and/or usage of the Service. Before using the Service, the Counterparty will use his own counsel and/or recommendations, under his own responsibility and judgment; (ii) even when Solidus is at the forefront in terms of technological security, there are various technological and cyber risks, including fraud, that are inherent to the use of electronic or digital means in the financial system, including the operation with Electronic Payment Funds and the use of technological platforms in general for which in no case will Solidus be responsible. The Counterparty acknowledges and accepts that Solidus has no type of insurance for the deposit and/or the Counterparty's resources; (iii) The operation of the platform could be partially or totally restricted at any time, in a programmed or sudden way, which could generate the non-execution of pending operations, which could cause economic damage to the Counterparty; however, the Counterparty accepts that Solidus is not and will not be responsible, under any reason and under any circumstances, for damages or losses that similar or identical situations may cause, for which it is obliged to hold harmless Solidus of any claim that could be presented in this sense or other similar ones; (iv) Losses due to fraudulent or accidental transactions may not be recoverable, and additionally, once they have been confirmed, the Counterparty will be obliged to comply with them. Solidus has no responsibility for all those operations carried out by (v) Counterparties when these are fraudulent or accidental or are the result of negligence on the part of Counterparties in the care of their public access keys or private passwords, in accordance with the provisions of the Fifth clause of these Terms of Use.

The Services are and will be provided exclusively by Solidus and its related entities, who assume all responsibilities and obligations in accordance with the Terms of Use, and is the owner or has the right to use the interfaces, internet pages, or any other address or link indicated in these Terms of Use, with Solidus being solely responsible for its use in front of Counterparties; and (vi) For the safety of our Counterparts, we do not assume any responsibility, nor will we be liable in any way, for any operation made in terms of the instruction and information provided by the Counterparty. The Counterparty acknowledges and accepts that the transfers to the accounts or wallets of said operation are made under his entire responsibility, and in no case will Solidus be responsible for the said concept. 

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Eighth: Notifications

The Counterparty (a) consent to receive communications from Solidus in an electronic form via the email address that the Counterparty submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Solidus provides electronically satisfy any legal requirement. 

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Ninth: History and Record of Operations

Solidus records account for transactional movements that allow identifying Counterparty operations. Solidus strives to provide accurate and truthful information; however, there may be errors in the Counterparty's history and any proof of operation. In the event of an error, the Counterparty has 30 calendar days to make it known to us through info@soliduscapital.io; After this period, it will be understood that the Counterparty recognizes and accepts the history of his Operation without being able to initiate a claim on a subsequent date.

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Tenth. Indemnity

Counterparty shall assume the responsibility to defend, indemnify, and hold harmless Solidus and its Affiliates, as well as their respective personnel, members, managers, and representatives, from any third-party claims, actions, audits, investigations, inquiries, or other proceedings ("Claims"), as well as any claims, costs, losses, damages, judgments, penalties, interest, and expenses (including reasonable attorneys' fees) arising from such Claims ("Losses"). This indemnification shall apply to the extent that any Claim or Loss is based on any breach of Counterparty's representations, warranties, or covenants under this Terms of Use or the Master Services Agreement or is caused by the Counterparty or Counterparty's employees, contractors, or agents.

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Eleventh: Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOLIDUS OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME, OR PROFITS) ARISING OUT OF OR IN ANY WAY RELATED TO THE TRADING OF ANY DIGITAL ASSETS PURSUANT TO THIS TERMS OF USE, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF SOLIDUS AND ITS AFFILIATES, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY RELATED TO THE TRADING OF ANY DIGITAL ASSETS PURSUANT TO THIS TERMS OF USE OR ANY AGREEMENT, OR OTHERWISE RELATED TO THIS TERMS OF USE OR ANY AGREEMENT, EXCEED $10,000.

The limitations set forth in this Section will not exclude or limit liability for fraud or willful or intentional misconduct of Solidus.

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Twelfth: Suspension and/or Closing of Accounts

12.1 The Counterparty can close his Account at any time, for which he must send an email to info@soliduscapital.io requesting cancellation. 

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12.2 Solidus retains the right, at its sole discretion, to decline the opening of an account and may impose transactional limits or, when necessary, freeze, suspend, or terminate the Account.

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Thirteenth: System Errors

13.1 Due to technological factors, scheduled maintenance, or other factors outside or within our control, the Solidus platform or other Services may be temporarily interrupted. Although we will do everything possible to solve said factors where appropriate, the Counterparty accepts that we are not responsible for the damages and losses derived from said interruption and waives any right or action it may have against Solidus.

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13.2 In no event will Solidus be liable for any loss or damage, including, without limitation, all losses, costs, expenses, loss of profits, loss of income, or expected profit expectations as a result of the failure of the Services or the Site, regardless of the cause, period of time or patrimonial affectation.

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13.3 Solidus reserves the right to reverse any operation that has been carried out as a result of an interruption in service or failure in the functioning of electronic communications, commercial facilities, storage facilities, recording mechanisms, or other components of the Services. In these circumstances, operations will be reviewed on a case-by-case basis, and Solidus will inform through the email address provided by the Counterparty if any operations are affected.

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Fourteenth: No Warranties; Release

EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS OF USE, SOLIDUS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, AND SOLIDUS HEREBY EXPRESSLY DISCLAIMS, AND COUNTERPARTY HEREBY WAIVES, ANY OTHER REPRESENTATIONS, WARRANTIES, OR REMEDIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED TO THIS TERMS OF USE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE” AND SOLIDUS PROVIDES NO WARRANTY THAT THE DIGITAL ASSETS OR ASSOCIATED SOFTWARE OR PROTOCOLS WILL OPERATE AS INTENDED, BE FREE OF ERRORS OR DEFECTS, BE FREE OF VIRUSES, OR BE SECURE FROM “HACKS” OR OTHER ATTEMPTS TO COMPROMISE THEIR SECURITY OR INTEGRITY, OR THAT ANY DATA OR INFORMATION RELATED TO ANY DIGITAL ASSET OR TRANSMISSION OF ANY DIGITAL ASSET WILL BE SECURE AGAINST LOSS, CORRUPTION, OR THEFT DURING TRANSMISSION OVER THE INTERNET OR ANY OTHER NETWORK.

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Fifteenth: Miscellaneous

15.1 Severability: If any provision of the Terms of Use is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect.

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15.2 Prevalence: In the event of any discrepancy or conflict between the general terms and conditions set forth in this Terms of Use and the specific terms and conditions contained in any contract signed with the Counterparty, such as the Master Services Agreement, it is expressly agreed that the terms and conditions of the contract signed with the Counterparty shall prevail.

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15.3 Assignment: These Terms of Use and the rights and obligations provided herein may not be transferred or assigned by Counterparties in any way, but we reserve the right to assign this, transfer, or assign the information that we have collected from you on the occasion of an assignment to subsidiaries, affiliates, controllers or entities of the same business group or as a consequence of any other operation.

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15.4 Applicable Law: For the interpretation, compliance, and execution of the Terms of Use, the Parties agree that the applicable law will be the laws of the Republic of Argentina, and disputes shall be resolved by the competent courts with jurisdiction in the Autonomous City of Buenos Aires.

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15.5 Definitions: The Parties agree that all the capitalized terms shall have the meaning specified in the correspondent Master Services Agreement.

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Sixteenth: Contact and Support

You can contact us through the website https://www.soliduscapital.io / by selecting the option "Contact us" or by email at info@soliduscapital.io.

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