2MR GLOBAL LLC

GIANTS PLANET MARKETPLACE

PLATFORM TERMS AND CONDITIONS

Last Updated: 27 November 2023

DIGITAL ASSET TRADING AND PARTICIPATION IN OFFERINGS OF DIGITAL ASSETS INVOLVES A HIGH DEGREE OF RISK. THE DIGITAL ASSET MARKET IS NEW AND UNPROVEN AND MAY EXPERIENCE FREQUENT PRICE VOLATILITY DUE TO A VARIETY OF FACTORS, INCLUDING WITHOUT LIMITATION (I) THE SMALL USE OF DIGITAL ASSETS IN THE RETAIL AND COMMERCIAL MARKETPLACE IN COMPARISON TO RELATIVELY LARGE USE BY SPECULATORS AND (II) THE LACK OF ASSURANCE THAT A PERSON OR INSTITUTION WHO ACCEPTS DIGITAL ASSETS AS PAYMENT TODAY WILL CONTINUE TO DO SO IN THE FUTURE. SUCH PRICE VOLATILITY MAY ADVERSELY AFFECT A PURCHASE TRANSACTION FOR DIGITAL ASSETS SO PRIOR TO USING THE 2MR PLATFORM, PLEASE EVALUATE THE MERITS AND RISKS OF THE PURCHASE AND BE ABLE TO BEAR THE ECONOMIC RISK OF LOSING YOUR ENTIRE PURCHASE IN A SHORT PERIOD OF TIME. NO MATERIAL ON THE 2MR PLATFORM SHOULD BE CONSIDERED AS AN OFFER BY THE 2MR PLATFORM TO SELL OR SOLICITATION BY THE 2MR PLATFORM OF ANY OFFER TO BUY DIGITAL ASSETS.

2MR Global LLC (Company No. 3282 LLC 2023), a limited liability company incorporated under the laws of St. Vincent and the Grenadines ("2MR", "us", "our", or "we") offers various digital token related services ("Services") to end users ("Users") through its online platform available on the website at marketplace.giantsplanet.com (the "Website", together with the platform, "2MR Platform"). "Affiliate(s)" means any entity that is controlled by, controls or is under common control with an entity.

By clicking "I Accept" or otherwise indicating your Acceptance, you agree to be bound by these Terms, any Supplemental terms and conditions or documents that may be posted on the 2MR Platform from time to time (which are hereby expressly incorporated herein by reference). We reserve the right, in our sole discretion, to make changes to the Terms from time to time. We will alert you of any changes by updating the "Last Updated" date of these Terms (on the first page hereof), and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the 2MR Platform after the date such revised Terms are posted.

Please do not visit, access, or use the 2MR Platform, or sign up or open an Account (as defined herein) with the 2MR Platform if you disagree with any of these Terms. Please also note that there may be specific terms or conditions applicable to you as a user in a given jurisdiction, as detailed herein.

  1. Terms and Conditions
    1. These Terms and Conditions ("Terms") are agreed to between 2MR and you or, if you are accessing the 2MR Platform or using the Services on behalf of another individual, organisation, or entity ("Entity"), that Entity (in either case, "you" or "your").
    2. By agreeing to these Terms via "click through" or accessing or using any part of the 2MR Platform or any Services or data, information, reports and any other content ("Content"), you agree to enter into and be bound by these Terms. If you are entering into these Terms on behalf of an entity, by agreeing to these Terms via "click through" or by accessing or using any part of the 2MR Platform or any Services or Content, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, or you do not agree to be bound by these Terms, do not agree to these terms via "click through" and do not access or use any part of the 2MR Platform or any Services or Content.
    3. THESE TERMS CONTAIN AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. YOUR BREACH OF ANY PROVISION OF THESE TERMS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE 2MR PLATFORM.
  2. Effective Date

These Terms are effective upon the date you first access or use any part of the 2MR Platform or any Services or Content.

  1. Definitions

Capitalised terms used in these Terms have the definitions given in the context in which they are used. All other terms used herein have the plain English meaning.

  1. Annexes
    1. Access to or use of certain areas of the 2MR Platform, including certain areas of the Website, may also require that you agree to additional terms, including those terms set forth in annexes to these Terms (each an "Annex" and collectively the "Annexes"). These additional terms provided in the Annex are incorporated into these Terms, and will constitute your entire agreement with 2MR regarding your access to and use of the 2MR Platform and all Services and Content thereon. Unless you have entered into a separate written agreement with 2MR expressly providing otherwise, these Terms comprise the entire agreement between you and 2MR with respect to the 2MR Platform and all Services and Content and supersedes all prior or contemporaneous communication and proposals (whether oral, written or electronic) between you and 2MR with respect to the 2MR Platform and the Services and Content. In the event of a conflict between these Terms and any Annex, the terms of the Annex will control as to the area(s) of the 2MR Platform and the Services and Content to which the Annex relates and these Terms will control in all other respects.
    2. By utilising the primary market utility token brokerage Services available on the 2MR Platform, you agree to enter into and be bound by Annex A (B2C User Agreement).
  2. Services; Tokens
    1. The 2MR Platform provides utility token brokerage Services. The 2MR Platform is not a regulated stock exchange, and accordingly it has no "listing requirements" for third-party issuers or for the digital tokens traded. The offering price of digital tokens on the 2MR Platform may bear no relationship to a third-party issuers' assets, book value, historical results of operations or any other established criterion of value. The offering price should not be considered as an indication of a third-party issuer's actual value or the value of any digital token. 2MR may, in its sole discretion and on a non-reliance basis without incurring any duty of care to Users, impose certain due diligence and trading qualifications on third-party issuers of digital tokens on the 2MR Platform.
    2. The digital tokens offered or available for trading on the 2MR Platform shall be offered pursuant to exemptions from registration under applicable securities laws. No governmental agency has reviewed the offerings of digital tokens, whether regarding the adequacy of the disclosures or the fairness of the terms of any offering of digital tokens. The accuracy of Offering Documents (as defined herein) depends on the accuracy of information/representations provided by third-party issuers of digital tokens. In the event that any such representation proves to be untrue, the registration exemptions might not be available and substantial liability to such third-party issuer would result under applicable securities laws for rescission or damages.
    3. The market for digital tokens on the 2MR Platform is less liquid than the market for national market securities or exchange traded securities. You would also not have access to information about digital tokens and the third-party issuer. Certain digital tokens may also have restrictions on the resale of the digital tokens you purchase and your ability to transfer digital tokens you purchase under applicable laws. There may not be any public or private market for digital tokens available on the 2MR Platform, and there can be no assurance that any such market would develop in the foreseeable future. There is, therefore, no assurance that digital tokens can be resold near the offering price or at all. You will be required to represent that you are acquiring digital tokens for your own account and not with a view to distribution or resale, that such digital tokens are not freely transferable and, in any event, that you must bear the economic risk of a purchase in such digital tokens for an indefinite period of time because the digital tokens have not been registered under any applicable laws.
    4. Further, the 2MR Platform has limited volume, and the depth and liquidity of that market and the ability to sell purchased digital tokens may be limited. Changes in trading volume on the 2MR Platform may cause the trading venue to not function properly. In these cases, any technological malfunction, due to increased trading volume, cyber-attacks, external security breaches or otherwise, of 2MR Platform may adversely affect your ability to execute trades and trading of a certain digital token may even be suspended. The number of digital tokens traded on the 2MR Platform may be very limited, making the market price more easily manipulated than is the case with respect to digital tokens that are traded in greater volume on deeper and more liquid exchanges.
    5. Despite our best efforts, computer glitches, slowdowns, and crashes will occur. We also may need to restrict access at various times to some parts or all of the 2MR Platform to perform maintenance. While it is our intention that the 2MR Platform will be available seven days a week except when maintenance is scheduled, you understand that we do not guarantee that you will always be able to access the 2MR Platform. Computer problems can arise on your end, our end, or anywhere in between. You agree that we are not responsible for any losses or liabilities that may occur as a result of computer, telecommunications, or Internet failures, regardless of the cause.
  3. Fees
    1. Currently, the 2MR Platform does not charge any brokerage or transaction fees. However, 2MR reserves the right to implement brokerage or transaction fees from time to time at its sole discretion, and if implemented the fee schedule shall be which shall be displayed in displayed in the 2MR Platform via your Account. If you enter into any transaction on the 2MR Platform after the fee schedule has been implemented (or updated), you shall be deemed to have provided your consent to such changes.
    2. Notwithstanding the following, the relevant blockchain network typically requires the payment of a network or transaction fee (a "Gas Fee") for every transaction that occurs on the relevant blockchain network, including without limitation any deposit, withdrawal, transfer, or minting of any digital asset. You are required to pay the Gas Fee attributable to each transaction in respect of the 2MR Platform.
  4. Licensing and Regulations
    1. 2MR is not licensed or authorised to operate in any jurisdiction. Any and all marketing efforts regardless of medium, including but not limited to radio, print, television, and or internet advertising is directed solely toward Users and potential Users outside of Singapore. As such, 2MR does not advertise, solicit customers, attempt to induce business, or make any other efforts to attract citizens or residents from Singapore. If you are a resident, citizen, are currently present or otherwise domiciled in any other jurisdiction where 2MR does not have any licence or authorisation to operate, 2MR may accept your Account application provided that you expressly confirm and agree that you were not solicited or otherwise induced by 2MR, its agents or employees to apply for an account. 2MR is not responsible for your compliance with applicable laws of your home jurisdiction.
    2. Further you understand and agree that each offering on the 2MR Platform may have its own selling restrictions with respect to purchasers residing in specific jurisdictions, including with respect to a purchaser's net worth, financial assets or financial know-how, and you shall certify and covenant that you meet such criteria before participating.
  5. Changes
    1. We reserve the right to make changes to these Terms or to the 2MR Platform or any Services or Content at any time, with or without prior notice, subject to any applicable regulatory requirements, by making those modifications available to you through the 2MR Platform or by providing notice to you as otherwise permitted herein. You are solely responsible for checking the 2MR Platform for any changes. You agree not to contest the admissibility or enforceability of the electronically stored copy of these Terms in any proceeding arising out of these Terms. Your continued use of the 2MR Platform and any Services or Content following any such changes to these Terms or to the 2MR Platform or any Services or Content constitutes your acceptance of those changes. If you do not agree with any changes, you may withhold your consent by not accessing the 2MR Platform or any Services or Content or by terminating these Terms as permitted herein.
    2. You agree that 2MR and its subsidiaries and Affiliates, including their respective directors, officers, members, employees and advisor, (collectively, the "2MR Parties") will not be liable to you or to any third party for any modification of these Terms or the 2MR Platform, Services, or Content, suspension of your access to the 2MR Platform or any Services or Content, or discontinuance of the 2MR Platform or any Services or Content.
  6. Eligibility

We require that the 2MR Platform and the Services and Content be accessed and used only by individuals who are not minors and who can legally enter into binding contracts with 2MR under the applicable laws of such individual's domicile. By accessing or using the 2MR Platform or any Services or Content, you represent and warrant that you are not a minor and are legally permitted to enter into a binding contract, including these Terms, with 2MR under applicable laws.

  1. Access to the Website and Services

Subject to your compliance with these Terms, we will permit you to access and use the Website and the Services and Content made available to you through the Website solely for lawful purposes as permitted by these Terms.

  1. Restrictions on Access
    1. The 2MR Platform and underlying databases, software, hardware and other technology used by or on behalf of 2MR to operate and provide the 2MR Platform and provide the Services and Content, constitute valuable trade secrets of 2MR and its suppliers and service providers.
    2. You will not, and will not permit any third party to: (1) access or attempt to access the 2MR Platform except as expressly provided in these Terms or otherwise attempt to gain unauthorised access to the 2MR Platform, accounts registered to others or the computers or networks utilised by the 2MR Platform, including but not limited to by circumventing or modifying, attempting to circumvent or modify or encouraging or assisting any other person to circumvent or modify any security, technology, device or software that is intended to restrict access to any part of the 2MR Platform; (2) institute, assist or become involved in any type of attack, including distribution of viruses, adware, Trojan horses, spyware, worms or other malicious code ("Viruses"), denial of service attacks upon the 2MR Platform or other attempts to disrupt the 2MR Platform or any other person’s use or enjoyment of the 2MR Platform; (3) use the 2MR Platform in any unlawful manner or in any other manner that could damage, disable, overburden or impair the 2MR Platform or do anything that promotes the violation of any applicable laws, regulation or these Terms; (4) alter, modify, reproduce, or create derivative works of the 2MR Platform; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the 2MR Platform or otherwise make the 2MR Platform available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the 2MR Platform; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the 2MR Platform; (8) monitor the availability, performance or functionality of the 2MR Platform; (9) interfere with us, the operation or hosting of the 2MR Platform, or other Users’ listings; (10) frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) on the 2MR Platform; (11) use any meta tags or any other hidden text utilising our name or trademarks; (12) use, facilitate, create or maintain any unauthorised connection to the 2MR Platform, including any connection using programs, tools or software not expressly provided by 2MR or approved in writing by 2MR; (13) impersonate any person or entity, including 2MR or third-party providers, or any employee, agent or representative thereof; (14) falsely state or otherwise misrepresent your affiliation with any person or entity; (15) collect data about the 2MR Platform, including the performance of vulnerability, load or similar testing of the 2MR Platform; (16) access the 2MR Platform for purposes of replicating or competing with the 2MR Platform assisting a third party’s efforts to replicate or compete with the 2MR Platform and (17) make any automated use of the 2MR Platform use any automated scripts to collect information from or otherwise interact with the 2MR Platform or take any action that imposes or may impose (in 2MR’s sole discretion) an unreasonable or disproportionately large load on 2MR’s infrastructure.
  2. Account Creation and Responsibility
    1. Access to Services and Content require that you register for an account ("Account") with 2MR and satisfy such criteria as may be prescribed by 2MR. Approval of your request to establish an Account will be at the sole discretion of 2MR. Each Account and the user identification (which shall be your email address or digital wallet address as the case may be) and password (where applicable) for each Account (the "Account ID") is personal in nature. Each Account is for your personal use and each Account ID may be used only by you alone. You will not distribute or transfer your Account or Account ID without our prior written permission, nor will you provide any third party with the right to access or use your Account or Account ID. You will ensure the security and confidentiality of Your Account ID and will notify 2MR immediately if any Account ID is lost, stolen, or otherwise compromised or if you are aware of any other breach of security involving your Account. To the fullest extent permissible by Law, you are solely responsible for maintaining the appropriate antivirus software and other protections to prevent cyber-crimes and other identity theft.
    2. You are solely responsible for all use of the 2MR Platform and all Services and Content accessed through your Account. All transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you. You acknowledge and agree that you are solely responsible for all purchase decisions regarding any offering of digital tokens posted on the 2MR Platform and that you are liable for any damages or losses to 2MR or other Users by any use of your Account, either authorised or unauthorised.
    3. In connection with establishing an Account, you will be asked to submit certain information for the purpose of creation of your account ("Account Creation Information") as well as certain additional information in connection with your participation in any offering on the 2MR Platform, including information or evidence demonstrating your qualified investor status ("Purchaser Information"). All Account Creation Information and Purchaser Information shall together be referred to herein as the "Registration Information"). You agree that: (1) all Registration Information you provide will be current, complete, and accurate; and (2) you will promptly update your Registration Information to keep it current, complete, and accurate. We reserve the right to suspend or terminate your Account or these Terms if any Registration Information proves to be inaccurate, incomplete, or not current. You may not access your Account using a method other than the 2MR Platform interface and instructions provided by us. In the event of any violation of these Terms, or as otherwise permitted herein, we may in our sole discretion suspend or terminate these Terms and your access to and use of the 2MR Platform, including your Account.
    4. You understand that you are solely responsible for knowing the rights and terms for all digital tokens purchased, sold and maintained in your Account including mergers, reorganisations, stock splits, name changes or symbol changes and dividends. You further understand that certain digital tokens may grant you valuable rights that may expire unless you take specific action.
  3. Supported Networks and Supported Digital Assets
    1. You agree and understand that we support certain digital asset networks (each, a "Supported Network"), and certain selected digital assets (each, a "Supported Digital Asset") on the 2MR Platform. The list of Supported Networks and Supported Digital Assets will be made available on the 2MR Platform from time to time. We reserve the right to amend the list of Supported Networks and Supported Digital Assets at our sole discretion, which will take effect immediately upon such time as we may prescribe.
    2. Digital assets of an unsupported digital asset network or digital assets that operate "on top of", or are derived from, or based or developed on a Supported Network, unless explicitly named herein, are not considered Supported Digital Assets (each, an "Unsupported Digital Asset").
  4. Compliance checks and Inquiries
    1. We have in place a compliance program designed to prevent the use of the 2MR Platform for money laundering or terrorist financing activities. We shall take all the necessary steps to monitor transactions, prohibit fraudulent transactions, report suspicious activities to the relevant regulators, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes. Such steps may include suspending or terminating your Account and the business relationship with you, and making reports to the relevant authorities.
    2. The minimum standards which shall be complied with by us includes (a) the appointment of a money laundering reporting officer, who has responsibility for oversight of our compliance with relevant legislation, regulations, rules and industry guidance, (b) establishing and maintaining a risk-based approach towards customer due diligence, identification, verification and know your customer procedures, including enhanced due diligence for those customers presenting higher risk, such as politically exposed persons; (c) establishing and maintaining risk-based systems and procedures to monitor ongoing user activity; (d) implementing procedures for reporting suspicious activity internally and to the relevant law enforcement authorities as appropriate; (e) the maintenance of appropriate records for the minimum prescribed periods; (f) training and awareness for all relevant employees of 2MR; and (g) the provision of appropriate management information and reporting to senior management of 2MR's compliance with the requirements.
    3. 2MR reserves the right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorised to use the 2MR Platform, or at any point thereafter, in accordance with applicable laws and regulations.
    4. You authorise 2MR to make inquiries to consumer or credit reporting agencies, financial institutions, employers or any other source 2MR believes necessary to verify your identity. You also acknowledge and agree that 2MR may provide information as to your performance under these Terms to those agencies. You understand that, upon your written request, 2MR will tell you whether 2MR has requested a credit report and provide you with the name and address of the agency that furnished it.
    5. Pursuant to the economic sanctions programs administered or enforced by any country or government or international authority, including the Financial Services Authority of Saint Vincent and the Grenadines, the Eastern Caribbean Securities Regulatory Commission, the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, or the European Union, we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block funds or digital assets associated with your Account in accordance with a sanctions program, or other similar government sanctions programs, we may: (a) suspend your Account; (b) terminate your Account; (c) return funds or digital assets to the destination of their origin or to an Account specified by authorities; (d) require you withdraw funds or digital assets from your Account within a certain period of time; (e) freeze such funds or digital assets for an indefinite period and/or seek instructions from the relevant regulatory authority. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with applicable laws, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
  5. Account Login; Devices
    1. During the Account creation process, you will be asked to provide your e-mail address, which you will use as your username for your Account. You will also be required to create a password (not applicable for users who have signed by connecting their digital wallet), which, together with your username and any personal identification numbers or biometric or other unique login information, will be referred to as your "Login Information". You agree that the following rules govern the security of your Login Information:
  6. subject to the terms of this User Agreement, you will not share your Account or your Login Information, nor let anyone else access your Account; other than those individuals authorised to access and transact business on behalf of the Account;
  7. you will not commit any acts or omissions that might jeopardise the security of your Account;
  8. you shall immediately notify 2MR and modify your Login Information if you become aware of or reasonably suspect (i) any loss, theft or unauthorised use of your Login Information or Account, (ii) any failure by you to receive any communication from 2MR indicating that an order was received, executed or cancelled, as applicable, (iii) any failure by you to receive an accurate written confirmation of an order, execution or cancellation, (iv) any receipt by you of confirmation of any purchase or other action that you did not place, (v) any inaccurate Account information, or (vi) any other unauthorised use or access of your Account or any other breach of security, including any loss, theft, or unauthorised disclosure of your Login Information (collectively, "Security Incident");
  9. you are solely responsible for maintaining the confidentiality of your Login Information, and you will be responsible for all uses of your Login Information and Account, including purchases, whether or not authorised by you; and
  10. you are responsible for any activities associated with your Account and agree that all acts and omissions associated with your Account will be treated as if they are your own acts and omissions.
    1. The use and storage of any information, including your Account numbers, Login Information, portfolio information, transaction activity, Account balances and any other information or orders available on your wireless, web-enabled cellular telephone, tablet or similar wireless communications device or your personal computer, or other device, is at your own risk and is your sole responsibility. You represent that you are solely responsible for and have authorised any orders or instructions appearing in, originating from your devices or associated with your Account, your Account number or Login Information.
    2. You agree to notify 2MR immediately after you reasonably suspect or discover any Security Incident, but in no event more than 24 hours following such discovery or reasonable suspicion. Upon request by 2MR, you agree to report any Security Incident promptly to legal authorities and provide 2MR a copy of any report prepared by such legal authorities. You agree to cooperate fully with the legal authorities and 2MR in any investigation of any Security Incident and to complete any required affidavits, declarations, forms or other documentation promptly, accurately and thoroughly.
    3. You also agree to allow 2MR access to your devices and your network in connection with 2MR's investigation of any Security Incident. You understand that if you fail to do any of these things, you may encounter delays in regaining access to your Account. You agree to indemnify (and each of you, if this is a joint account) and hold the 2MR Parties harmless from and against any losses arising out of or relating to any actual or alleged Security Incident. You acknowledge that 2MR does not know whether a person making purchases with your Login Information is you.
  11. Account Authentication
    1. In order to ensure safety and security of your Account, we may require multi-factor authentication when accessing your Account and/or performing certain operations in your Account. Forms of multi-factor authentication in addition to your login credentials may include a specified and supported two-factor authentication ("2FA") application.
    2. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a "rooted" (Android) or "jailbroken" (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with.
  12. Account Investigations
    1. You acknowledge and agree that we have the right to immediately investigate any of your related Accounts, if we suspect, in our sole discretion, that any such account has committed a breach of these Terms or any published rules or policies. You further acknowledge and agree that we have the right to immediately investigate any of your related Accounts, if (i) we are required to do so by a regulatory or government authority or court order, (ii) the account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding, or (iii) the account has not been accessed in two years or more.
    2. If we suspect that an account has committed a breach of these Terms or any published rules or policies, you acknowledge and agree that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to these Terms. You acknowledge and agree that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to these Terms, nor refuse to comply with any request made pursuant to these Terms.
    3. Following the conclusion of an investigation, we will make, in our sole discretion, a determination based upon the weight of the evidence. If a suspected breach of these Terms or any published rules or policies, we may consider a variety of factors in assessing whether your conduct has breached the same, including without limitation your intent and motives, prevailing market conditions, the effect on other market participants, your historical pattern of activity, and your activity in related markets or exchanges.
    4. You acknowledge and agree that if any of your related Accounts is determined, in our sole discretion, to have committed a breach of these Terms or any published rules or policies, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to these Terms and/or applicable laws.
  13. Access to Content
    1. Unless otherwise noted on the 2MR Platform, other than Your Content (as defined below), all Content available through the 2MR Platform is owned by 2MR, the Users providing that Content, or 2MR’s other third-party providers.
    2. By accessing Content, you acknowledge and agree (1) all Content is for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content; (2) any dated Content is published as of its date only, and 2MR does not undertake any obligation or responsibility to update, supplement or amend any such Content; (3) subject to your compliance with these Terms, you may access the Content solely for your own personal and internal business purposes in connection with your own use of the 2MR Platform and Services; (4) Content is not personalised or in any way tailored to reflect your personal financial circumstances or objectives; (5) Content is provided exclusively for personal and non-commercial access and use; (6) no part of the Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without 2MR’s express prior written consent; (7) you will not consider the availability of Content as a recommendation to you of any particular digital token or investment strategy; (8) neither the 2MR Parties nor the third-party providers have undertaken any duty to update any Content; (9) any price quotes in Content may be delayed, subject to applicable; (10) neither the 2MR Parties nor the third-party providers make any representations, warranties or other guarantees as to the accuracy or timeliness of any Content; (11) Content is not intended to provide tax, legal or investment advice and you will not hold the 2MR Parties or any third-party providers liable in any way for (i) any inaccuracy of, error or delay in or omission of the Content or (ii) any loss or damage arising from or occasioned by any error or delay in the transmission of such Content, interruption in any such Content due either to any negligent act or omission by any party to any Force Majeure Event (as defined herein), any other cause beyond the reasonable control of the 2MR Parties or applicable third-party provider or non-performance; (12) the 2MR Parties shall not be liable for any consequential, incidental, special or indirect damage (including but not limited to lost profits, trading losses and damages) that may result from use of information contained in Content, including reports, or for omissions or inaccuracies of the information contained in them; (13) 2MR and/or the third-party providers may provide links to other websites or resources and because neither 2MR nor the third-party providers have any control over such sites and resources, you acknowledge and agree that neither 2MR nor the third-party providers are responsible for the availability of such external sites or resources; and (14) 2MR and the third-party providers do not endorse and are not liable for any content, advertising, products or other materials on or available through such sites or resources.
    3. You further acknowledge and agree that neither 2MR nor the third-party providers shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
    4. 2MR will not be held liable to you or any other third party for any Content and Your Content, under applicable laws. Except as set forth in these Terms, you are granted no licenses or rights in or to any Content or any intellectual property and proprietary rights, rights of publicity, rights of privacy, and other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights ("Intellectual Property Rights") therein or related thereto.
  14. Your Content
    1. You are solely responsible for all Content you provide, upload, submit, or post to, or generate through access to or use of, the 2MR Platform or Services, including by connecting or communicating with other Users ("Your Content"). You are solely responsible for all of Your Content, including the resolution of any disputes that may arise between you and any User or other entity because of Your Content. By providing, uploading, submitting, posting, or generating Your Content, you grant us and our respective vendors, suppliers, service providers, and business partners a non-exclusive, transferable, fully sublicensable, perpetual, irrevocable, royalty-free, fully paid up, worldwide license to use, copy, store, reproduce, modify, display, adapt, publish, translate, publicly perform, digitally perform, publicly display, and distribute Your Content and to prepare derivative works based on Your Content, or incorporate Your Content into other works, with or without attribution to you. You understand that all of Your Content may be visible to, sent to, and viewed by other Users and you expressly waive any privacy rights you may otherwise have in Your Content. You agree to allow us, if we elect in our sole discretion, to provide Your Content to other Users. Without limiting the foregoing, you agree and acknowledge that 2MR will grant the operators of public search engines a limited, non-exclusive, non-transferrable license to copy Content, which may include Your Content, from the publicly accessible portions of the Website for the purpose of creating publicly available, searchable indices of the Content.
    2. You are solely responsible for Your Content. By providing, uploading, submitting, posting, or generating Your Content, you represent, warrant, and covenant that: (a) Your Content is accurate, complete, and current; (b) Your Content does not violate these Terms or any applicable laws of any national, supranational, state, provincial, local, or other government, governmental, regulatory, or administrative authority, agency, or commission or any court, tribunal, or judicial or arbitral body, or any other self-regulatory organisations; (c) you have fully complied with all applicable laws relating to Your Content; (d) Your Content will not contain any untrue statement of fact or omit to state a fact required to be stated or necessary to make such a statement not misleading in light of the circumstances under which it is made; (e) Your Content is not unlawful, harmful, threatening, abusive, harassing, libellous, defamatory, discriminatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, religiously, sexually, or similarly offensive, or otherwise objectionable; (f) Your Content does not encourage fraudulent or tortious activity or conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable laws or individual privacy rights; (g) Your Content does not constitute an infringement or misappropriation of the Intellectual Property Rights or other rights of any entity; (h) Your Content is not an advertisement or solicitation of funds, goods, or services; (i) Your Content is not false, misleading, incomplete or inaccurate; (j) Your Content could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement; and (k) you have all right, title, interest and consent in Your Content necessary to allow us to use Your Content as permitted under these Terms. You agree that you will promptly update Your Content in the event that Your Content is no longer in compliance with these Terms or if you discover that any of Your Content previously provided was not in compliance with these Terms when provided, uploaded, submitted, posted, or generated. You acknowledge that 2MR and all Users are entitled to and will rely upon Your Content.
    3. 2MR is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content.
  15. Your Conduct

You agree not to harass, advocate harassment, or to engage in any conduct that is abusive or harmful to any entity. We reserve the right, but are not obligated, to investigate and/or prohibit any conduct, or remove or refuse to post any Content (including Your Content), that we deem in our sole discretion to be unlawful, harmful, in breach of these Terms, or otherwise offensive to you, the 2MR Platform, Users, our rights, or any entity. We assume no liability for any action or inaction with respect to your conduct, communication, or Content. Additionally, we may disclose any Content or electronic communication of any kind: (i) to satisfy any Law or government request; (ii) if such disclosure is necessary or appropriate to operate the 2MR Platform; (iii) to protect our rights or property, our Users, you, or any other entity; or (iv) if, in our sole discretion, such Content or electronic communication should be referred to law enforcement or other government authorities.

  1. Market Data provided by 2MR
    1. 2MR may at its discretion publish market data as Content made available through the 2MR Platform, including data such as transaction sizes, execution prices, and total daily volume, with respect to transactions executed on the 2MR Platform, as well as digital token or industry Content ("2MR Market Data").
    2. You understand and acknowledge that 2MR has a proprietary interest in the 2MR Market Data that originates on or derives from it. You agree not to reproduce, distribute, sell or commercially exploit the 2MR Market Data in any manner. You are not permitted to furnish 2MR Market Data to any other person or entity. If you receive 2MR Market Data, you shall use 2MR Market Data solely for your individual use. You may not sell, lease, furnish or otherwise permit or provide access to the 2MR Market Data to any other natural person or entity.
    3. None of the 2MR Market Data contained on the 2MR Platform constitutes a recommendation, solicitation or offer by 2MR to buy or sell any digital tokens, futures, options or other financial instruments or provide any investment advice or service. The 2MR Market Data has been provided without reference to any particular user's requirements or financial situation. Certain transactions give rise to substantial risk and are not suitable for all purchasers. Prior to the execution of any transaction by relating to 2MR Market Data or other information you viewed on the 2MR Platform, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any purchase of digital tokens. Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular digital token or other instrument. The information and services provided on the 2MR Platform are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental or regulatory or self-regulatory organisation or clearing organisation of where 2MR is not authorised to provide such information or services.
    4. You understand that 2MR does not guarantee the timeliness, sequence, accuracy, completeness, reliability or content of 2MR Market Data or of other market information or messages disseminated to you by 2MR or by any party. You understand that 2MR does not warrant that the service provided by any such entity will be uninterrupted or error-free. Neither 2MR, any of its Affiliates, their respective officers or employee shall be liable in any way for (a) any inaccuracy, error or delay in or omission of (i) any 2MR Market Data, information or message or (ii) the transmission or delivery of any such data, information or message or (b) any damages or injury arising from or occasioned by (i) any such inaccuracy, error, delay or omission, (ii) non-performance or (iii) interruption in any such 2MR Market Data, information or message, whether due to any act or omission by 2MR, any of its Affiliates, their respective officers or employees or to any Force Majeure Event.
    5. You understand and acknowledge that at any time 2MR may discontinue disseminating any category of 2MR Market Data, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. 2MR shall not be liable for any resulting liability, loss or damages that may arise therefrom.
    6. To the fullest extent permitted by law, 2MR shall not be liable to you for indirect, special, punitive, consequential or incidental loss or damage (including but not limited to trading losses, lost profits or other indirect loss or damage) of any nature arising from any cause whatsoever, even if 2MR has been advised of the possibility of such damages. 2MR shall not be liable to you for any unavailability, interruption, delay, incompleteness or inaccuracy of 2MR Market Data.
  2. Access to Third-Party Sites and Services

The 2MR Platform may contain links to third-party sites that are not under the control of 2MR. Unless otherwise noted, any other website accessed from the 2MR Platform is independent from us, and we have no control over and are not responsible for its content. Links to third party websites are provided for your convenience only and you access them solely at your own risk. A link from the 2MR Platform to any other website does not imply that we endorse or accept any responsibility for the content or use of such other website. In no event shall any reference to any third party or third-party product or service be construed as our approval or endorsement of that third party or of any product or service provided by a third party. Any services provided on any third-party websites are provided by such third-parties and not by 2MR. You acknowledge and agree that the 2MR Parties shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any third-party website or resource. Your access and use of the third-party websites are governed by the terms of use and privacy policies of these third-party websites. We strongly encourage you to carefully review the terms of use and privacy policies of any third-party services you access through the 2MR Platform.

  1. No Tax, Legal, Financial, or Investment Advice

The 2MR Platform may provide Content relating to the digital tokens of certain third-party issuers seeking to offer such digital tokens on the 2MR Platform, which may potentially include 2MR and its Affiliates ("Offering Documents"). You should not interpret any such Offering Documents, or any other Content provided on the 2MR Platform, as tax, legal, financial, or investment advice, the provision of brokerage or investment banking services, or a recommendation to purchase any digital token. Although the 2MR Platform may provide certain Offering Documents regarding the purchase or sale of digital tokens from third-party issuers, such Offering Documents should not be interpreted as, and is not, a solicitation or offer by the 2MR Platform, 2MR or any of our Affiliates to purchase or sell any such digital token, or an endorsement or recommendation to engage in any digital tokens transaction. We have no special relationship with or fiduciary duty to you and your use of the 2MR Platform and any Services, Content or Offering Documents does not create such a relationship. You agree and acknowledge that you are solely responsible for conducting legal, accounting and other due diligence review on the information posted on the 2MR Platform.

  1. Acknowledgement of Risk
    1. 2MR does not endorse or represent the reliability or accuracy of any Content (including Offering Documents) distributed through or accessed from the 2MR Platform, and has not performed any investigation into such Content (including Offering Documents). The 2MR Parties shall, therefore, not be liable for any purchase decisions made based upon any Content (including Offering Documents) available on the 2MR Platform. Any reliance upon such Content (including Offering Documents) is at your sole risk.
    2. You further acknowledge and agree that any purchase of digital tokens includes a high degree of financial risk, that you are solely responsible for determining the suitability of your purchases, your eligibility to purchase digital tokens, and your investment strategy, and that you accept the risks associated with such decisions, including the risk of losing the entire amount of your principal. You should consult with your own broker-dealer or other advisor prior to engaging in any digital tokens transaction, whether through an offering of digital tokens on the 2MR Platform or otherwise.
  2. Ownership
    1. 2MR and its suppliers and service providers retain all rights, title and interest, including, without limitation, all Intellectual Property Rights, in and to the 2MR Platform, Services, Content, and underlying technology and any and all additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the 2MR Platform, Services, Content, or underlying technology and you are not granted any right or license to use any underlying technology itself, apart from your ability to access the 2MR Platform, Services and Content as permitted under these Terms.
    2. All marks, graphics, logos, page headers, button icons, scripts, product and service names associated with the 2MR Platform (including without limitation "2MR" and "Giants Planet") are registered, pending or unregistered trademarks or service marks of 2MR and its licensors in the relevant jurisdiction. All other trademarks not owned by us that appear on the 2MR Platform are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. You are not granted any license or right to use any 2MR or third-party trademarks posted on the 2MR Platform or appearing in any Content, without the express prior written permission of 2MR or such third-party. Notwithstanding permission from 2MR, in no event shall you use our trademarks in any manner that is likely to cause confusion among Users or that disparages or discredits us. Your use of trademarks or any other Content on the 2MR Platform except as provided in these Terms is strictly prohibited.
  3. Representations and Warranties
    1. You represent and warrant to 2MR that: (a) you have the legal right and authority to enter into these Terms; (b) these Terms forms a binding legal obligation on you; and (c) you have the legal right and authority to perform your obligations under these Terms and to grant the rights and licenses described in these Terms.
    2. You acknowledge that the 2MR Platform, Services and Content are not specifically designed to facilitate compliance with any specific laws. Your use of the 2MR Platform, Services and Content in compliance with any specific applicable laws is your sole responsibility. 2MR is not responsible for enabling your compliance with any such laws or for your failure to comply. Regardless of the jurisdiction in which you use or access the 2MR Platform, Services or Content, you represent, warrant and covenant that your use of and access to the 2MR Platform, Services and Content, including, without limitation, Your Content, will comply with all applicable laws and will not cause 2MR itself to violate any applicable laws. The foregoing obligation includes compliance with all laws that are applicable to the transmission of data on the internet, including, but not limited to, laws governing the transmission of data or funds across international boundaries, into prohibited countries, and containing financial, technical, and/or personally identifiable information.
  4. Disclaimers

YOU AGREE TO USE THE 2MR PLATFORM, THE SERVICES, AND THE CONTENT AT YOUR OWN RISK.

  1. Limitation of Liability

YOU EXPRESSLY AGREE THAT YOUR ACCESS TO, VIEWING OF, BROWSING, VISITING OR USE OF THE 2MR PLATFORM, SERVICES AND CONTENT IS AT YOUR SOLE RISK.

  1. Indemnification
    1. You (including each joint account holder, if applicable) agree to indemnify, defend, and hold harmless 2MR, its affiliates and subsidiaries, and each of their respective officers, directors, shareholders, employees, agents, representatives, vendors, suppliers, service providers, distributors, assigns, Users, licensees, and successors in interest ("Indemnified Parties") from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that directly or indirectly result from: (1) your access to or use of the 2MR Platform, Services or Content; (2) your negligence, fraud, bad faith or wilful misconduct; (3) your breach of any representation, warranty, or other provision of these Terms; (4) an actual or alleged fraudulent event. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it, but failure to provide such notice shall not impact your obligations under this paragraph unless you are prejudiced by that failure.
    2. Notwithstanding the foregoing, 2MR reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with 2MR’s defence of these claims.
  2. Privacy Policy
    1. Any personally identifiable information you submit to the 2MR Platform will be processed in accordance with the 2MR Privacy Policy available at marketplace.giantsplanet.com (the "Privacy Policy"). You expressly consent to the use and disclosure of Your Content, including your personally identifiable information, as described in the Privacy Policy.
    2. You agree that you will access and use the 2MR Platform and the Services solely in compliance with the Privacy Policy.
    3. Notwithstanding anything in the Privacy Policy, 2MR will have the right to collect, extract, compile, synthesise, and analyse non-personally identifiable data or information resulting from your access to and use of the 2MR Platform, and all Services and Content. To the extent any such non-personally identifiable data or information is collected or generated by 2MR, the data and information will be solely owned by 2MR and may be used by 2MR for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural person as the source thereof.
  3. Notices
    1. You agree that we may send you any notice, communication, or other information in connection with the 2MR Platform or Services in electronic form to any e-mail address we have on file for you or, if the notice, communication, or other information applies to multiple Users, by posting such notice to the 2MR Platform or providing it through the Services. 2MR may also deliver notices, communications, or other information verbally, whether in person, over the telephone, or by other electronic audio communication. Notices, communications, or other information provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. Notices, communications, or other information given through the 2MR Platform or Services will be deemed given and received on the day you access the 2MR Platform or Services containing such notice. As long as you access and use the 2MR Platform, you agree that you will have, or have access to, the necessary software and hardware to receive such notices, communications, or other information.
    2. If you do not consent to receive any such notices, communications, or other information electronically, you agree to stop using or accessing the 2MR Platform and all Services and Content. You agree to promptly notify us of any changes in your address or contact details. If 2MR sends you any notice, communication, or other information but you do not receive it because the email address in our files file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive the notice, communication, or other information, 2MR will be deemed to have provided the notice, communication, or other information to you.
  4. Electronic Signatures
    1. Your use of electronic signatures to sign documents legally binds you in the same manner as if you had manually signed such documents. The use of electronic versions of documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent and warrant that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means.
    2. Although you consent to electronic delivery, you may be permitted to elect for the delivery of certain communications by other means. If you make such an election, such delivery shall not affect your consent. You may also be permitted to revoke your consent to the electronic delivery of certain communications and instead receive a paper version of such communications. 2MR shall have a reasonable period to effect any such change and 2MR may charge you a reasonable fee for sending you any such paper communications. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
  5. Suspension and Termination
    1. We may terminate these Terms and your right to access or use the 2MR Platform or the Services and any Content at any time, for any reason or no reason in our sole discretion, including without limitation due to any breach of these Terms or any published rules or policies. We will use reasonable efforts to provide you with notice of any such termination. You may, in your sole discretion, discontinue using the 2MR Platform or any Services or Content at any time.
    2. We also reserve the right to suspend or limit your access to the 2MR Platform or the Services for any reason or no reason in our sole discretion, including without limitation due to any breach of these Terms or any published rules or policies. During any such suspension, you may not access or use the 2MR Platform or any Services or Content.
    3. If we terminate these Terms, or during any suspension of your access to the 2MR Platform or the Services, you may not attempt to access or use the 2MR Platform or any Services or Content, whether by agreeing to these Terms (or any Annex) again or by otherwise accessing or using the 2MR Platform or any Services or Content, unless or until we have provided you with our separate written permission for you to do so. Any attempt you may make to agree to these Terms (or any Annex) following termination, or during any suspension, is hereby rejected by 2MR.
    4. Upon termination of these Terms for any reason: (a) all rights granted to you under these Terms will terminate; (b) You will cease all use of and access to your Account, the 2MR Platform, and all Services and Content; (c) you will cease use of and delete any Content you have downloaded prior to termination; (d) all fees or other amounts incurred through your Account or which you have otherwise incurred under these Terms will become payable; and (e) we may, in our sole discretion, delete your Account and any of Your Content. Following any termination of these Terms, you will continue to be bound by the terms of these Terms which, by their nature, survive termination, including without limitation ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution.
  6. Governing Law

The interpretation of the rights and obligations of the parties under these Terms, and any dispute of any nature that might arise between you and 2MR, will be governed by the laws of Singapore, without regard to its conflict of laws principles.

  1. Illegality or Unenforceability

If for any reason a court or arbitral tribunal, as applicable, of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect and enforceable.

  1. Disputes
    1. The following dispute resolution process shall apply to any disputes, controversies, or claims between them arising under, out of, or relating to the 2MR Platform, Services, or Content or these Terms, including the formation, validity, binding effect, interpretation, performance, breach or termination of these Terms and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to these Terms or any of the foregoing ("Disputes"). You agree that you shall first notify 2MR of the Dispute in writing at least twenty (20) days in advance of initiating arbitration as described herein and attempt to informally negotiate a resolution to the Dispute in good faith. Notice to us should be sent via email to: admin@2mrglobal.com. The notice of Dispute must: (a) include your name, address, phone number, and e-mail address(es) used to register with or use the services; (b) describe the nature and basis of the Dispute; (d) enclose and/or identify all relevant documents and/or information; and (e) set forth the specific relief sought.
    2. PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU UNDERSTAND AND AGREE THAT BY THIS PROVISION, YOU AND YOUR REPRESENTATIVES ARE FORGOING THE RIGHT TO SUE IN COURT (EXCEPT AS SET FORTH BELOW) AND HAVE A JURY TRIAL. YOU AGREE THAT ANY AND ALL DISPUTES THAT HAVE ARISEN OR MAY ARISE BETWEEN 2MR AND YOU (INCLUDING YOUR REPRESENTATIVES) SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT.
    3. You, your representatives, and 2MR agree that any and all Disputes shall be submitted to and resolved exclusively by binding arbitration in accordance with the procedures set forth in this paragraph.
    4. If any Dispute cannot be resolved through negotiations between the parties within twenty (20) days of notice from one party to the other of the Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this paragraph. Each party agrees that any arbitration commenced pursuant to this paragraph shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
    5. Notwithstanding anything to the contrary in these Terms, either party may bring suit in court seeking temporary or preliminary injunctive relief, which shall then be subject to review by the arbitrator should such party further seek permanent injunctive relief in arbitration.
    6. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms or your relationship with 2MR must be filed within one (1) year after such claim or cause of action arose or be forever barred.
    7. ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL DISPUTE OR CLAIM. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. 2MR DOES NOT CONSENT TO CLASS ARBITRATION. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.
    8. If a court decides that any provision of this "Disputes" paragraph is invalid or unenforceable, that provision shall be severed and the other parts of this "Disputes" paragraph shall still apply. In any case, the remainder of these Terms will continue to apply.
  2. Force Majeure

The 2MR Parties will not be liable for delays, failure in performance or interruption of the Services or the 2MR Platform which result directly or indirectly from any cause or condition beyond 2MR's reasonable control, including any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, pandemic, epidemic, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control (collectively, "Force Majeure Events") and the occurrence of a Force Majeure Event or any such delays, failures or interruptions shall not affect the validity and enforceability of any remaining provisions of these Terms.

  1. Waiver
    1. The failure of 2MR to enforce any right or provision in these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorised representative of 2MR.
    2. Except as expressly set forth in these Terms, the exercise by either party of any of its rights or remedies under these Terms will be without prejudice to its other rights or remedies under these Terms or otherwise.
  2. Assignment
    1. Neither these Terms nor any of your rights or obligations under these Terms may be assigned or transferred by you (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of 2MR. Any assignment in violation of the foregoing will be null and void.
    2. 2MR may use third party providers to provide any portion of the 2MR Platform.
    3. 2MR shall have the right to assign its rights or delegate any of its responsibilities under these Terms for any reason. 2MR will use commercially reasonable efforts to provide you with notice of any such assignment or transfer.
  3. Rights of Third Parties
    1. Except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
    2. The Indemnified Parties and 2MR’s Affiliates, officers, directors and members shall be deemed third party beneficiaries to these Terms.
  4. Independent Parties, no Agency

The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.

  1. Language and interpretation

To the extent any ambiguity or inconsistency exists between an English version of any written document and a version in any other language, the English version of such document shall prevail. The words "include," "includes" and "including" means "include," "includes" or "including," in each case, "without limitation."

ANNEX A

2MR GLOBAL LLC

B2C User Agreement

This B2C User Agreement and any accompanying or supplemental agreements and documents referenced herein (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Annex") is made and entered into between 2MR Global LLC (Company No. 3282 LLC 2023), a limited liability company incorporated under the laws of St. Vincent and the Grenadines ("2MR", "us", "our", or "we"), and you or, if you are accessing the 2MR Platform for various digital token related services ("Services") on behalf of another entity, that entity (in either case, "you" or "your"). Capitalised terms used and not otherwise defined in this User Agreement have the meaning assigned to such terms in the Terms (as defined below).

This User Agreement is incorporated into the 2MR Global LLC Platform Terms and Conditions ("Terms"), and together they form your legal agreement with 2MR (as amended, amended and restated, supplemented or otherwise modified from time to time) regarding your access to and use of the 2MR Platform for brokerage Services (the "2MR Platform") and the establishment of any account with us ("Account"). If for any reason you have not entered into the Terms at the time you enter into this User Agreement, then by entering into this User Agreement, you agree to enter into and be bound by the Terms. In the event of a conflict between the Terms and this User Agreement or overlapping subject matter with the Terms, the terms of this User Agreement will control as to the Services provided to you by 2MR and the Terms (and the relevant Annex) will control in all other respects.

Your Account shall be a spot account, meaning there shall be no margin, borrowing or lending available on the 2MR Platform. The 2MR Platform only accepts deposits and withdrawals of digital assets and no fiat currency is supported. The funds in your Account, once confirmed by you to be committed to an offering or a trade, will be held on behalf of the third-party issuer until the offering has closed or we have been directed by the third-party issuer or trade counterparty to return funds to you. Upon the closing of the offering or the trade, your funds will be sent to the third-party issuer or trade counterparty as consideration for the digital tokens which you receive in exchange. Funds committed to an offering or a trade are held on behalf of the third-party issuer, exclusively at the direction of the third-party issuer or trade counterparty.

By agreeing to this User Agreement via "click through" or by accessing or using the 2MR Platform or any Services or Content provided by 2MR or made available through the 2MR Platform, you agree to enter into and be bound by this User Agreement. If you are entering into this User Agreement on behalf of an entity, by agreeing to this User Agreement via "click through" or by accessing or using the 2MR Platform or any Services or Content provided or made available through the 2MR Platform, you represent and warrant that you have authority to bind that entity. If you do not have such authority, or you do not agree to be bound by this User Agreement, do not agree to these terms via "click through" and do not access or use any part of the 2MR Platform or any Services or Content.

THIS USER AGREEMENT CONTAINS AN ARBITRATION PROVISION, WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AND PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

Services provided

The 2MR Platform provides primary market utility token brokerage services. A purchase of digital tokens on the 2MR Platform is highly speculative and involves a high degree of risk.

Utility token brokerage

From time to time, we may be engaged by third-party issuers seeking financing through an offering of digital tokens via the 2MR Platform. Offerings are limited only to certain qualified purchasers, and require a certain minimum purchase amount. We do not solicit or recommend purchases or sales of digital tokens, provide investment advice, monitor your purchases, or maintain investment discretion over your transactions in digital tokens. You are able to participate in offering of digital tokens available on the 2MR Platform by exercising your investment direction; we strictly do not offer to you advice, recommendations or strategies involving digital tokens.

The offerings available on the 2MR Platform are not regulated or registered under the securities laws of any jurisdiction, and likewise all documentation issued in connection with the same has not been registered with any securities regulator and no regulator has confirmed the accuracy or determined the adequacy of such documentation.

Before you can purchase any of the digital tokens offered on the 2MR Platform, you must complete the subscription agreement in the form prescribed by 2MR, and provided such confirmations, information or documentation as requested by 2MR to verify that you are qualified to participate in offerings available on the 2MR Platform. You acknowledge and agree that all information you provide for such verification shall be complete and accurate.

By opening an Account and using the 2MR Platform for purposes of subscribing to offerings of digital tokens, you represent and warrant that you are classified as an accredited investor / qualified investor / sophisticated investor / expert investor / institutional investor (as the case may be) in accordance with the jurisdiction of your domicile.

WE ARE ENTITLED TO AND WILL RELY UPON YOUR REPRESENTATIONS.

You agree that, should any material changes occur that might affect your status as an accredited investor / qualified investor / sophisticated investor / expert investor / institutional investor (as the case may be) in accordance with the jurisdiction of your domicile, you will immediately provide 2MR with notice in writing.

Offering Materials

The offering materials on the 2MR Platform for each digital token is solely the product of the third-party issuer and not issued by 2MR (save as otherwise indicated). Such offering materials are not personalised in any way or tailored to reflect your personal financial circumstances or objectives, and does not constitute a recommendation to purchase, sell or hold any digital token or as an endorsement of such digital token. You should not consider the availability of any offering materials as a recommendation to you of any particular digital token or investment strategy. Offering materials should only be considered current as of their publication date. No 2MR Party has undertaken any duty to update any offering materials for any digital token. Offering materials are not intended to provide tax, legal or investment advice.

Third-party issuers of digital tokens may not have the internal control infrastructure that would meet the standards of a public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of such third-party issuers’ financial and disclosure controls and procedures.

You covenant and agree that you will not hold any 2MR Party liable in any way for any inaccuracies, errors or omissions in any offering materials, or any loss or damage arising from or occasioned by any error or delay in the posting of any offering materials or any other cause beyond the reasonable control of a 2MR Party. The 2MR Parties shall further not be liable for any consequential, incidental, special or indirect damage (including but not limited to lost profits, trading losses and damages) that may result from use of information contained in such offering materials or for omissions or inaccuracies of the information contained in them.

Privacy Policy

By entering into this User Agreement, you confirm that you can access and have read the 2MR Privacy Policy available at marketplace.giantsplanet.com. You agree to the use and sharing of information as described in the Privacy Policy. You acknowledge and agree that the 2MR Parties may, from time to time, update the Privacy Policy, the most recent version of which will be accessible on the 2MR Platform.

Disclosure of Information to third-party issuers

Consistent with our Privacy Policy, we maintain the confidentiality of your Account information (including, but not limited to, your name, address, Account number, digital assets owned, and other personal information that we may have or that you have provided to us).

If you participate in an offering of digital tokens, all of your personal information will be disclosed to the relevant third-party issuer and/or its transfer agent as part of your purchase of such third-party issuer’s digital tokens. The third-party issuer would be permitted to use your name and other information for corporate communications, marketing, preparation of tax reporting forms or for any other purpose. By electronically signing this User Agreement, you are permitting us to release your Account and digital tokens holding information in a particular digital token to the third-party issuer of such digital token and/or the third-party issuer's service providers.

User Confirmations

By accepting this User Agreement or otherwise interacting with the 2MR Platform, you confirm that:

  1. If you are a natural person, you certify that (i) you are at least 18 years of age and have the required legal capacity and are authorised to enter into this User Agreement and (ii) you are not employed by an employer whose consent is required to open and maintain the Account (by regulation or otherwise), unless such consent has been provided to us.
  2. If you are entity, you certify that (i) you are a validly formed entity and have the required legal capacity and are authorised to enter into this User Agreement pursuant to the requisite company documents and (ii) you are not an entity which requires consent from a third-party to open and maintain the Account by regulation or otherwise, unless such consent has been provided to us.
  3. You agree, represent and warrant that (i) you have full power and authority to agree to this User Agreement, (ii) you have read and agreed to all terms and conditions in this User Agreement and any other agreement or form presented to you as part of the Account opening process or in connection with managing your Account, (iii) you have truthfully and fully completed all the items in opening an Account and using our Services, (iv) you are opening an Account for bona fide purposes and not to disable or disrupt our operations or to engage in any abusive, improper, or illegal activity and you agree not to take or engage in any such actions, (v) no one has any interest in the Account unless such interest is shown in the title of the Account; (vi) you have not been placed on the U.S. Department of Commerce’s Denied Persons List, (vii) you are not identified as a "Specially Designated National" by the United States government or subject to any economic sanctions programs administered or enforced by any country or government or international authority, including the Financial Services Authority of Saint Vincent and the Grenadines, the Eastern Caribbean Securities Regulatory Commission, the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, or the European Union, (viii) you will not access the Account if you have previously been prohibited from doing so by law or if any laws prohibit you from doing so and (ix) you are not insolvent.
  4. When you open an Account with us, you further agree that we reserve the right to restrict your Account or to terminate your Account, in our sole discretion at any time.
  5. You may establish and utilise an Account only for lawful purposes and in accordance with this User Agreement.
  6. You further understand that any fines and or penalties imposed on 2MR as a result of a violation by you of any provision of these terms, or any applicable securities regulation or law may, at 2MR's discretion, be passed onto you; and you acknowledge and represent that you will be responsible for payment to 2MR of such fines.
  7. You understand and acknowledge that you are solely responsible for any and all self-directed purchases on the 2MR Platform. This means you are purchasing digital tokens based solely on your own decisions, and you are responsible for determining whether a digital token transaction or strategy is suitable for you. In such a case, you are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content.
  8. You agree not to hold any 2MR Party or any third-party provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through the Service or any third-party provider websites.
  9. You acknowledge past performance data should not be construed as indicative of future results.

No Investment Recommendations; No Legal, Tax, or Accounting Advice

You understand and acknowledge that neither no 2MR Party will provide any investment recommendations in connection with your Account, nor do they give advice or offer any opinion with respect to the suitability, profitability or appropriateness for you of any digital token, account type, or investment strategy. You understand and acknowledge that your account is self-directed, you are solely responsible for any and all orders placed in your Account, based solely on your own decisions, and you are responsible for determining whether a digital token transaction or strategy is suitable for you.

All transactions will be done only on your order or the order of your authorised delegate, except as otherwise provided in this User Agreement. You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Service before making any decisions based on such Content. You agree not to hold 2MR or any third-party provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through the service or any third-party provider websites. Past performance data should not be construed as indicative of future results. You further acknowledge and agree that neither 2MR nor any of its Affiliates, employees, agents or representatives (1) solicit orders or (2) make discretionary trades. To the extent offering materials, Content or similar information are available through the 2MR Platform, you understand that those materials are intended for informational and educational purposes only and they do not constitute a recommendation to enter into any digital tokens transactions or to engage in any investment strategy. You further acknowledge that no 2MR Party provides you with any investment, legal, tax, or accounting advice, that its employees are not authorised to give any such advice, and that you will not solicit or rely upon any such advice from 2MR or its employees whether in connection with transactions in or for any of your Accounts or otherwise. We strongly recommend you seek independent financial, tax, accounting and/or legal advice before purchasing any digital tokens and before each purchase of digital tokens, as you deem appropriate. We do not provide you financial, tax, accounting and/or legal advice.

Neither the 2MR Parties nor third-party providers shall be obligated to update Content or opinions regarding any company or any digital token.

You understand that you are solely responsible for knowing the rights and terms for all digital tokens purchased through your Account. You further understand that certain digital tokens may grant you valuable rights that may expire unless you take specific action.

Current and Accurate Account Information

The information you have provided to 2MR is current, accurate, truthful, and complete. You agree to notify 2MR of any change to the information provided to 2MR promptly. You agree to indemnify (and each of you, if this is a joint account) and hold the 2MR Parties harmless from and against any and all losses arising out of or relating to your failure to provide true and accurate information to 2MR or to update such information.

You further represent and warrant that you and any other individuals who sign on behalf of the named Account holder have the authority to open the Account and effect all transactions and other purchases for the Account. If you are entering into this User Agreement on behalf of another person or entity or as a guardian, executor or trustee, you further represent that you have the authority to execute this User Agreement on behalf of the other person or entity and that the other person or entity is duly authorised to conduct business in the jurisdiction from which it transacts business.

You understand that communications may be sent to you at your current address, which is on file at 2MR, or at such other address as you may hereafter give 2MR in writing, and all communications, so sent, whether by mail, email, messenger, or otherwise, shall be deemed given to you personally, whether actually received or not.

Trading, orders, payment and settlement

You understand that 2MR provides primary market utility token brokerage Services. 2MR shall be entitled, but not obligated, to act upon any oral instructions given by you so long as 2MR reasonably believes such instruction was actually given by you or your authorised agent.

You agree that when you place an order you will pay the prevailing market price at the time such order is executed. 2MR will require full payment prior to the acceptance of any order.

You understand and agree that any order you submit for execution through 2MR will be displayed, anonymously, on the trading venue on 2MR Platform.

You understand that all open orders may be reviewed after 30 days. In the event that 2MR is unable to confirm with you that the order is still good, 2MR may, at its discretion, cancel it. Notwithstanding the forgoing, you understand that 2MR retains the discretion to cancel any of your open orders at any time.

You appoint 2MR as your agent for the purpose of carrying out your directions with respect to the purchase or sale of digital tokens. All transactions will be executed only on your order or the order of your authorised representative, except as provided by this User Agreement or otherwise agreed to. You authorise 2MR to establish relationships with other service providers such as clearing brokers, and to appoint and use sub-agents. 2MR may, in its sole discretion and without prior notice to you, refuse, cancel or restrict your orders. 2MR shall not be liable in connection with entering, executing, handling, selling, or purchasing digital tokens or orders for your Account, except in the case of wilful misconduct on the part of 2MR.

All digital tokens and other property held in any of your Accounts, including Accounts in which you have an interest, shall be subject to a general lien for discharge of all your indebtedness and other obligations to 2MR. Such digital tokens and other property shall be held us as security for payment of any liability or indebtedness you may incur in any Account with 2MR. In connection with enforcing 2MR's lien, perfected security interest or right of set-off, 2MR may, at any time and without giving you prior notice, use, transfer or liquidate any or all of your digital assets in any of your Accounts in order to satisfy a debt or any other obligation you may have to 2MR in your Accounts, and 2MR reserves the right to determine at its discretion which digital assets and other property are to be sold and/or purchased in enforcement of its liens. Such use, liquidation or transfer may occur without regard to whether 2MR has made any advances in connection with such digital assets and without regard to the number of Accounts you may have with 2MR. Circumstances that may require the liquidation of an Account include but are not limited to your failure to pay for digital tokens purchased or failure to deliver digital tokens in good form, the filing of a petition of bankruptcy by or against you, the appointment of a receiver by or against you, an attachment levied against any account of yours or any account in which you have an interest, or your death. You are responsible for costs, commissions and losses arising from any actions 2MR takes to liquidate or close transactions in your Account due to your failure to pay for transactions and/or to deliver digital tokens in good form. 2MR's right to liquidate also includes the sole discretion to determine which digital assets are to be sold or which contracts are to be closed without regard to any tax or other consequences you may face as a result of such actions. In the event of a breach or default by you under this User Agreement, 2MR maintains all of the rights and remedies available to a secured creditor under all applicable laws, in addition to the rights and remedies provided in this User Agreement. You agree to indemnify and hold the 2MR Parties harmless from and against any losses or expenses incurred in connection with the exercise of 2MR's right to liquidate under this User Agreement or any other remedies available to 2MR, including attorneys’ fees and reasonable costs of collection.

You agree to pay 2MR for all digital tokens purchased, and to deliver digital tokens sold in good deliverable form, in each case immediately upon confirmation of the trade by 2MR Platform. Unless you make other arrangements, 2MR may use all available funds and digital ssets in your Account to settle a transaction. 2MR may liquidate a transaction or an Account in the event of a failure to pay for a transaction or a failure to deliver digital tokens in good deliverable form. You agree to be fully liable for any and all brokerage commissions, fees and applicable taxes due to 2MR in connection with transactions effected by you in your Account.

You acknowledge that 2MR cannot be held responsible for losses if 2MR sells any of your digital assets in the event of termination, even if liquidation or distribution would cause taxable consequences to you, or for the tax consequences of liquidating assets or distributing them to you.

Source of digital assets

You agree, represent, and warrant that all digital assets utilised to participate in any offering on the 2MR Platform, are not the direct or indirect proceeds of any criminal or fraudulent activity.

Marketplace Conduct Rules

You agree to abide by and understand that we enforce marketplace standards of conduct rules ("Marketplace Conduct Rules") designed to prevent the use of the 2MR Platform for disruptive or manipulative conduct or deceptive practices, including, but not limited to, disruptive trading and price manipulation. We take our Marketplace Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on the 2MR Platform:

  1. Market Manipulation: Any disruptive trading in or manipulation of the 2MR Platform marketplace whatsoever is prohibited. Orders placed on the 2MR Platform for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such order, you and any related party will be deemed to have engaged in an act detrimental to the 2MR Platform.
  2. Fraudulent Acts: Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any order or trade on or other activity related to the 2MR Platform.
  3. Violation of applicable laws: Neither you nor any related party shall engage in conduct that is in violation of any applicable laws.
  4. Misstatements: It is a violation of this User Agreement to make any misstatement of a material fact to the 2MR Platform, its board of managers, any committee thereof, or any director, officer, manager, or employee of the 2MR Platform.
  5. Pre-arranged Trades: Neither you nor any related party shall place any order on the 2MR Platform which has been pre-arranged (or discussed with another market participant prior to being placed on the 2MR Platform) for the purpose of creating an artificial price, fictitious trade, or other disruptive, fraudulent, non-competitive, or unfair impact on the 2MR Platform trading venue.
  6. Simultaneous Buy and Sell orders: Neither you nor any related party shall place simultaneous buy and sell orders that could potentially execute against each other, and it is a violation of this User Agreement to use the 2MR Platform self-match prevention tool in a way that has the effect of misleading the market.
  7. Wash Trades: Neither you nor any related party, through one or more accounts, shall place or accept buy and sell orders at the same price, where you or any related party knows or reasonably should know that the purpose of the orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash trades). Buy and sell orders from different accounts with common beneficial ownership and/or affiliation that are placed with the intent to (i) pass money or digital assets between accounts (ii) negate market risk or price competition, or (iii) achieve a favourable fee tier and the resulting benefits, shall also be deemed to violate our prohibition on wash trades. Additionally, neither you nor any related party shall knowingly execute or accommodate the execution of such orders by direct or indirect means.
  8. Accommodation Trading: Neither you nor any related party shall enter into non-competitive transactions on the 2MR Platform for the purpose of assisting another person to engage in transactions that are in violation of our Marketplace Conduct Rules or any applicable laws.
  9. Front-Running: Neither you nor any related party shall take a position based upon non-public information regarding an impending transaction by another User.
  10. Disruptive practices: Neither you nor any related party shall engage in any trading, practice, or conduct on the 2MR Platform that is, is of the character of, or is commonly known as "spoofing" (bidding or offering with the intent to cancel the bid or offer before execution). All orders must be placed for the purpose of executing bona fide transactions. Additionally, all non-actionable messages must be placed in good faith for legitimate purposes, and you shall (without limitation) not place or cause to be placed (i) an order with the intent, at the time of entry, to cancel the order before execution or to modify the order to avoid execution, (ii) an order or actionable or non-actionable message or messages with the intent to mislead other market participants, (iii) an order or actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of the 2MR Platform or other market participants, or (iv) an order or actionable or non-actionable message with the intent to disrupt, or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions.

Insurance

All funds, assets and deposits in your Account are not insured.

Unclaimed property

If 2MR is holding digital assets in your Account, and we are unable to contact you and has no record of your use of the Services on the 2MR Platform for a period of time, applicable law may require us to report these digital assets as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you at the address shown in our records, but if we are unable to locate you, we may be required to deliver any such digital assets to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed digital assets, as permitted by applicable law.

Clearly Erroneous Transactions

You agree and acknowledge that, in its sole discretion, 2MR has the sole discretion to review any transaction executed to assess whether the transaction is clearly erroneous. Where the trade is deemed by 2MR, at its sole discretion, to be clearly erroneous, the trade may be unwound. You agree that you have no recourse against 2MR for unwinding a clearly erroneous transaction and 2MR does not bear any market risk or loss for unwinding a clearly erroneous transaction.

Accuracy of Confirmations

Transactions entered into for your Account shall be confirmed in writing to you when required by applicable laws or regulation. You agree that transactions on your statements and confirmations shall conclusively be deemed accurate, binding and authorised by you unless you notify 2MR in writing within two (2) days of receipt of the relevant confirmation. You are expressly required to send written notice by an email to admin@2mrglobal.com of the believed inaccuracy to 2MR – failure to so notify 2MR in writing will preclude you from asserting at a later date that such transaction was inaccurate or unauthorised.

Termination and Suspension

You may terminate this User Agreement at any time by delivering written notice of termination to 2MR, and 2MR may terminate this User Agreement at any time by delivering written notice of termination to you. In particular, you understand that any violation by you of any applicable laws will constitute a breach of this User Agreement and may result in the immediate termination of this User Agreement by 2MR.

Following any termination, suspension or deactivation of your Account or this User Agreement, you will continue to be bound by the terms and conditions of this User Agreement that by their nature survive termination.

If 2MR terminates or deactivates this User Agreement or suspends your access to your Account, you may not attempt to access or use or create any new Account, whether by agreeing to this User Agreement again or otherwise, unless or until 2MR has provided you with separate written permission to do so. Any attempt you may make to agree to this User Agreement following termination, or during any suspension, is hereby rejected by 2MR.

Disclaimers

No oral or written information or advice given by 2MR, its agents or representatives shall create a warranty.

You acknowledge and agree that the 2MR Parties do not guarantee the accuracy, completeness or correct sequencing of Content or reports and expressly disclaim all warranties, express or implied, with regard to the results to be obtained from their use, including any implied warranties of merchantability or fitness for a particular purpose and any implied warranties arising from a course of performance, a course of dealing or trade usage.

Entire Agreement

These Terms contains the final and entire agreement of you and 2MR, and supersedes all previous and contemporaneous verbal or written negotiations, understandings or agreements regarding the subject matter hereof. Both you and 2MR warrant to each other that, in entering into these Terms, neither 2MR nor you have relied on or will have any right or remedy based upon any statement, representation, warranty or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable laws.

Survival

You agree that the applicable provisions in this User Agreement, including this paragraph, will survive any disabling of your Account.

Illegality or Unenforceability

If any provision of this User Agreement is deemed invalid, illegal or unenforceable by a court of competent jurisdiction or arbitrator, the invalidity, illegality or unenforceability of such provision shall not affect the remaining provisions of this User Agreement, all of which shall remain in full force and effect. You and 2MR intend that the provisions of this User Agreement be enforced to the fullest extent permitted by applicable laws. Accordingly, you and 2MR agree that if any provision is deemed unenforceable, it will be modified where possible to the extent necessary to make it enforceable, which may include its deletion.

Waivers

A waiver will only be binding on 2MR if it is in a written document signed by 2MR. No waiver of any provision of this User Agreement shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and 2MR's failure to assert any right under this User Agreement or to enforce any provision of this User Agreement shall not be deemed a waiver of such right or provision.

Assignment

You may not assign this User Agreement or assign, transfer or sublicense your rights to access or use an Account without 2MR's written consent, and any attempt by you to do so is void. This User Agreement will be binding upon and inure to the benefit of the parties and their respective successors, heirs, trustees, administrators and permitted assigns.

No agency or Joint Venture

You may not enter into any contract on 2MR's behalf or bind 2MR in any way.

Disputes

Dispute Resolution Process

The following dispute resolution process shall apply to disputes, controversies, or claims between them arising under, out of, or relating to the 2MR Platform, Services, or Content or this User Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination of this User Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this User Agreement or any of the foregoing ("Disputes"). You agree that you shall first notify 2MR of the Dispute in writing at least twenty (20) days in advance of initiating arbitration as described herein and attempt to informally negotiate a resolution to the Dispute in good faith. Notice to us should be sent via email to: admin@2mrglobal.com. The notice of Dispute must: (a) include your name, address, phone number, and e-mail address(es) used to register with or use the services; (b) describe the nature and basis of the Dispute; (c) enclose and/or identify all relevant documents and/or information; and (d) set forth the specific relief sought.

Submission to Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU UNDERSTAND AND AGREE THAT BY THIS PROVISION, YOU AND YOUR REPRESENTATIVES ARE FORGOING THE RIGHT TO SUE IN COURT (EXCEPT AS SET FORTH BELOW) AND HAVE A JURY TRIAL. YOU AGREE THAT ANY AND ALL DISPUTES THAT HAVE ARISEN OR MAY ARISE BETWEEN 2MR AND YOU (INCLUDING YOUR REPRESENTATIVES) SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT.

You, your representatives, and 2MR agree that any and all Disputes shall be submitted to and resolved exclusively by binding arbitration in accordance with the procedures set forth in this paragraph.

Mandatory and Binding Arbitration Procedures

If any Dispute cannot be resolved through negotiations between the parties within twenty (20) days of notice from one party to the other of the Dispute, such Dispute shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this paragraph. Each party agrees that any arbitration commenced pursuant to this paragraph shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

Notwithstanding anything to the contrary in this User Agreement, either party may bring suit in court seeking temporary or preliminary injunctive relief, which shall then be subject to review by the arbitrator should such party further seek permanent injunctive relief in arbitration.

Time Limit to Pursue Dispute

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this User Agreement or your relationship with 2MR must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Class Action Waiver

ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL BE A MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL DISPUTE OR CLAIM. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S DISPUTES, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. 2MR DOES NOT CONSENT TO CLASS ARBITRATION. THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL.