Terms of Use — ALCUM

1. Scope

Alcum AG, a limited liability company with a registered office address at Baarerstrasse 75, 6300 Zug, Switzerland, CHE-447.699.432 (“Alcum”) operates a proprietary platform accessible via www.alcum.com (the “Platform”) and a distributed ledger technology based infrastructure deployed on public, permissionless blockchains and made accessible through the Platform (the “Protocol”).

Through the Platform and the Protocol, Alcum makes available to persons and entities registered and approved by Alcum (each a “User”, and together with Alcum the “Parties”) one or more products and related services (each a “Product”). The terms, conditions and other documentation applicable to each Product, including any product specific terms, constitute the “Product Documentation” for that Product.

These ToS govern access to and use of the Platform and the Protocol, and other related services provided by Alcum in connection with the Platform and the Protocol (together the “Services”).

The relationship between Alcum and the User in respect of any Product, and the terms of that Product, are governed exclusively by the Product Documentation applicable to that Product. These ToS do not constitute, evidence, vary or form part of any Product or its Product Documentation. In the event of any conflict or inconsistency between these ToS and any Product Documentation, the Product Documentation prevails.

These ToS incorporate by reference Alcum’s privacy policy available on the Platform (the “Privacy Policy”). By registering, accessing or using the Services, the User accepts these ToS, which constitute a legally binding agreement (the “Agreement”) between the Parties.

Using the Services is prohibited in any case where applicable law disallows the limitations of Services or exclusions of liability set out in these ToS, or where mandatory law overrides these ToS or any of their provisions.

2. Registration

The User must complete Alcum’s onboarding and registration procedure in order to obtain approval to access the Services.

Alcum conducts know-your-customer and other onboarding checks, directly and in part through third-party service providers. The nature and extent of the checks applicable to a given User may depend on the Product the User seeks to access, as set out in the relevant Product Documentation.

Only Users approved by Alcum may use the Platform and the Protocol. Alcum may grant or deny approval at its sole and unfettered discretion and without giving reasons to the User.

The User must provide all information regarding the User and its representatives that Alcum deems necessary or desirable to complete onboarding. The User authorises Alcum to verify that information, directly or through a third party, and to transfer it to a provider of onboarding and verification services.

Upon successful onboarding and approval, an account is assigned to the User. The account is not transferable.

No User may access any Product until the User has completed the onboarding checks applicable to that Product and has been admitted by Alcum.

3. Access and use of the Platform and Protocol

Alcum grants the User the right to access and use the Platform and the Protocol in accordance with the Agreement.

The User must use the Platform and the Protocol only for lawful purposes and only for the Services offered, and must not use them in any manner that infringes the rights of, or restricts the use of the Services by, any other person.

Where a Product requires the User to connect or use a crypto-asset wallet that the User controls, including through tools such as a browser-based wallet (a “Web3 Utility”), the User is solely responsible for the security of that wallet and of any private key, password or other credential associated with it. The User may only use a private key that the User created or that the User has direct and explicit permission to use. The User must keep its credentials confidential, must not disclose them to any other person, and must lock or otherwise prevent unauthorised use of its wallet at the end of each session.

The User must protect its log-in and authentication credentials for the Platform and must notify Alcum promptly if it suspects that any credential has been compromised.

Alcum does not provide any investment, legal, tax, accounting or other advisory or consultancy service, and does not provide any recommendation, through the Platform or the Protocol.

4. Fees

Alcum does not currently charge Users a separate fee for access to or use of the Platform or the Protocol. Any fees, costs and charges relating to a Product are set out exclusively in its Product Documentation, and information displayed on the Platform is provided for information purposes only.

Alcum may introduce fees for the Services. Any such fees will be communicated to the User in accordance with Section 15.

5. Operation of the Platform and Protocol by Alcum

Alcum operates and maintains the Platform and the Protocol as a technical service.

The User acknowledges that modifications to the Services may be necessary or advisable for technical or other reasons. Alcum may, at its sole and unfettered discretion, implement changes to the Platform and the Protocol without the prior agreement of the User, and will duly inform the User of any such modification.

Alcum may carry out maintenance or improvements to the Services and its infrastructure, and the User acknowledges that this may result in temporary delays or interruptions. Where reasonably possible, Alcum will inform the User of potential interruptions in advance.

Alcum may, in whole or in part and for as long as required to reestablish the functionality of the Services, temporarily suspend the Services. Where reasonably possible, Alcum will inform the User of such suspension in advance.

Alcum may at any time request further information from a User where it deems this necessary, including in the event of any suspicious activity related to the User, and may restrain the User’s access to the Services during such review.

Alcum has the right to cooperate fully with any law enforcement authority or court order, including any request or direction to disclose the identity or other information of any person using or accessing the Platform.

Alcum relies on third-party services to operate and provide the Platform and the Protocol, and may at any time complement, replace or add to the Services with further services provided through third parties. Certain functions of the Platform and the Protocol are provided by third parties and are subject to those third parties’ own terms and conditions. Where the User engages a third-party service directly, including any wallet or browser extension, the User does so on its own account, is bound by that third party’s terms, and is responsible for reviewing and complying with them. Alcum is not a party to any agreement between the User and a third party, and is not liable for the acts, omissions, terms or services of any third party.

6. Term and termination

The Agreement is concluded for an unlimited period.

Alcum may suspend a User’s access to the Services and terminate the Agreement at any time, by giving two weeks’ prior notice to the User via the Platform and by email, or with immediate effect for cause, including any breach of the Agreement or any technical, security, legal or regulatory reason.

Following termination, the User may no longer access the Platform or the Protocol.

Termination of the Agreement or suspension of access to the Services does not affect the rights or obligations of the User, or of any other party, in respect of any Product. Those rights and obligations survive and continue to be governed exclusively by the relevant Product Documentation.

7. Representations and warranties of the User

The User represents and warrants to Alcum that:

It has the legal capacity and, if a legal entity, is duly organised and validly existing and has the power and authority to enter into and perform the Agreement.
All information it provides to Alcum in connection with the Services is true, complete and accurate, and it will update that information promptly upon becoming aware that it has become outdated, incorrect or incomplete.
Its access to and use of the Services do not and will not conflict with any law or regulation applicable to it, and it will comply with all applicable laws in connection with its use of the Services.
It is not a person that is the subject of, or owned or controlled by or acting on behalf of a person that is the subject of, sanctions administered or enforced by Switzerland, the European Union, the United Nations, the United States of America or any other relevant authority, and it is not located in or operating from a territory that is the subject of such sanctions.
Any eligibility, investor-classification, suitability or other representation specific to a Product is governed by, and given by the User under, the relevant Product Documentation, and not under these ToS.

8. Undertakings of the User

The User undertakes to Alcum that it will:

Use the Platform and the Protocol only for the Services offered and only for lawful purposes.
Not transmit any harmful or unlawful content, and not interfere with the operation or security of the Platform or the Protocol.
Not use any tool, software or similar product that enables, facilitates or supports the automated or programmatic use of the Platform, and not edit, decompile, reproduce or pass on access to the Platform to any third party.
Not alter any function or service of the Platform, not use a customised version of the Platform, and not embed any function or service of the Platform on any website of the User or of a third party.
Use at all times hardware and software that is adequately secured, in particular any wallet infrastructure it controls.
Keep its credentials confidential and use its best efforts to protect them.

9. Undertakings of Alcum

Alcum undertakes to:

Alcum undertakes to use reasonable care, skill and effort in providing the Services.
use reasonable care, skill and effort in providing the Services, and to complete any development of the Services within a reasonable period of time.
maintain commercially reasonable technical and organisational measures designed to protect the security and integrity of the Platform and the Protocol.

These undertakings relate to ALCUM’s operation of the Platform and the Protocol. ALCUM’s obligations to the User in respect of any Product are governed exclusively by the relevant Product Documentation.

10. Nature and risks of blockchain

The Protocol operates on public, permissionless blockchains. Where the User accesses or interacts with the Protocol, the following applies.

Blockchains and smart contracts are emerging technologies that carry a high degree of foreseeable and unforeseeable risk from security, financial, technical, political, social and personal-safety standpoints. Interacting with them requires a high degree of skill and knowledge. Transactions recorded on a blockchain may be irreversible. The speed and cost of transacting are variable and may be highly volatile. The transparent nature of many blockchains means that the User’s interactions may be publicly visible and readable in human form. Smart contracts may contain errors or vulnerabilities, and public blockchains may be subject to forks, congestion, attacks or other changes outside any party’s control.

Alcum does not control the public, permissionless blockchains on which the Protocol operates, including their networks, validators or underlying protocols, and does not control any third-party wallet software the User may use.

Where the User holds assets in a wallet that the User controls, loss of access to that wallet, including through loss, theft or compromise of a private key or credential, may render those assets permanently inaccessible. The availability of any recovery, and the consequences of such loss in respect of a Product, are determined exclusively by the relevant Product Documentation.

By accessing or interacting with the Protocol, the User acknowledges the foregoing and represents that it has sufficient knowledge to do so and is informed of the foreseeable risks and the possibility of unforeseeable risks involved. The User agrees that Alcum is not responsible for these risks except as expressly set out in Section 11.

11. Liability and indemnification

In the case of an intentional or grossly negligent breach of the Agreement, Alcum is liable for the resulting damage to the User. The statutory limitations apply.

In all other cases, the liability of Alcum in connection with its operation of the Platform and the Protocol is fully and expressly excluded. This includes, without limitation, any case in which Alcum modifies, suspends or interrupts the Services, or cancels existing functions or access, for technical, security, legal or regulatory reasons. This exclusion also applies to the legal representatives, officers, employees and agents of Alcum.

The limitations in this Section apply to Alcum’s operation of the Platform and the Protocol. They do not limit or affect Alcum’s obligations or liability to the User under any Product, which are governed exclusively by the relevant Product Documentation.

The User will indemnify and hold harmless Alcum, including its officers, employees and agents, against any claim, action or cost from whatever source arising out of or in connection with the User’s breach of any provision of these ToS, to the fullest extent permitted by law.

12. Data protection

The Parties undertake to comply with all applicable data protection legislation. For the purpose of providing the Services and complying with applicable law, Alcum may transfer, share and store information about the User in accordance with the Privacy Policy. Alcum will implement and maintain adequate processes and procedures to protect the security and integrity of the personal information submitted and received in connection with the Agreement.

13. Intellectual property

The content and structure of Alcum’s Platform and internet presence, including its brands and logos, are protected by copyright and other intellectual property rights and are owned by or licensed to Alcum. The User is granted a limited, non-exclusive, non-transferable right to access and use the Platform within the scope of the functionalities offered, and acquires no other right to the content or programs. The use or duplication of any content, in particular texts, brands, logos or images, requires Alcum’s prior written consent. Links to the Platform are permitted only with Alcum’s prior written consent. Alcum assumes no responsibility for any third-party website or for any content or service accessible through it.

14. Communications and text form

All declarations and notices contemplated by these ToS must be made in text form, and may be delivered via the Platform or by email. Alcum will communicate with the User via the Platform or at the email address associated with the User’s account, and the User must keep its contact details current.

15. Amendment and waiver

Alcum may amend and supplement these ToS at any time. Changes will be communicated to the User via the Platform and by email, and are deemed accepted if the User does not object in text form within two weeks, in which latter case the use of the Platform will no longer be available to the User.

This Section applies to these ToS only. It does not apply to any Product Documentation, which may be amended only in accordance with its own terms.

No failure or delay by either Party in enforcing any provision, exercising any right or requiring performance of any obligation constitutes a waiver of the same.

16. Severability

If any provision of these ToS becomes legally invalid or unenforceable, this does not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision is deemed replaced by a provision that corresponds as closely as possible with its spirit and purpose and with that of the Agreement as a whole, taking into account the principle of good faith.

17. Entire agreement

The Agreement constitutes the entire agreement between the Parties concerning access to and use of the Platform, the Protocol and the Services, and supersedes all prior agreements, promises, representations and understandings, whether written or oral, relating to that subject matter. The Agreement does not affect, supersede or merge any Product Documentation or the Privacy Policy, each of which remains in full force in accordance with its own terms.

18. Survival

The provisions on liability and indemnification, data protection, intellectual property, the scope and limitation of the Services, and the governing law and jurisdiction of these ToS, together with their severability, survive any expiry or termination of the Agreement.

19. Place of performance, governing law and jurisdiction

The principal offices of Alcum in Zug, Switzerland are deemed to be the place of performance of all obligations towards Alcum arising under or in connection with the Agreement.

The Agreement is governed by and construed in accordance with Swiss law, excluding its conflict-of-law rules.

Any dispute, controversy or claim arising out of or in connection with the Agreement, including any question regarding its existence, validity, invalidity, enforceability, breach or termination, is subject to the exclusive jurisdiction of the competent courts of the City of Zug.

20. Notices

For legal notices, formal communications, or service of process addressed to Alcum under this Agreement, please use info@alcum.com.