THIS User Agreement (this “Agreement”) sets forth this Agreement on which HUMBL Financial Singapore Pte. Ltd. (“HUMBL”) offers its services as described below. By using, downloading, purchasing, or otherwise accessing the System or utilizing the Services, you agree to follow and be bound by this Agreement.
1. GENERAL TERMS.
(a) HUMBL operates and provides https://www.financial.humblpay.com and associated applications for mobile devices (the “System”). The System provides web-content and automated templates that HUMBL customers can utilize to purchase and hold cryptocurrencies in various ratios (collectively, the “Services”).
(b) HUMBL reserves the right, from time to time, to modify, suspend, supersede and/or discontinue this Agreement or the Services in part or in whole. HUMBL will attempt to provide notice of any change to this Agreement, which may be provided by a click-through or similar box or agreement on the System. You agree that you accept any such modification or change by continuing to use, download, purchase or other wise access the System or Services after you have been given notice of such a modification.
(d) In order to use certain features, participate in promotions, or receive/use some Services, HUMBL may require you to agree to additional rules, policies, or other conditions (collectively, “Conditions”). Conditions may be provided and accepted by clicking on a button or checking a box to indicate your consent. Conditions will control over any inconsistency with this Agreement with respect to the applicable Services.
(e) HUMBL controls the System and the Services from its servers within the United States. HUMBL makes no guarantees that the System or Services are appropriate or available for use in locations other than the United States. Access to the System or Services from territories where their content or use is illegal is prohibited. If you choose to access the System or Services from locations outside of the United States, you do so on your own initiative and are responsible for compliance with any and all applicable local laws. Neither the System nor Services may be exported or used in violation of the laws and regulations of the United States or any other laws to which you are subject.
(f) Certain Services and/or features of the System may be available in certain countries or jurisdictions, but not in others. HUMBL makes no guarantee that all Services and all features will be the same in all countries and jurisdictions (or in the same manner) at all times.
(g) You hereby consent to the delivery of any required or optional communication under this Agreement or under any applicable law, including changes in the terms and conditions of this Agreement necessitated by regulatory or compliance with information security requirements (as provided below), via the System, bye-mail, website or other electronic means, subject to compliance with any applicable law. Any such documents that are delivered electronically are deemed to be “in writing.” If a signature or acknowledgment is required or requested with respect to any such document and you “click” in the appropriate space, or take such other action as may be indicated on the System, you will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if you had signed the document manually. You acknowledge that you have the right to withdraw your consent to the electronic delivery and signature of documents at any time by providing prior written notice to HUMBL. However, if you revoke your consent, your access to the System and Services may be restricted or terminated. You acknowledge that HUMBL may, if required for regulatory reasons or to comply with information security requirements, modify any of the terms set forth in this Agreement via any of the notification methods set forth above. If you do not consent to any such modifications, your sole right will be to terminate this Agreement in accordance with Section 8.
2. CUSTOMER ACCOUNT INFORMATION.
(a) You must have a Customer Account to access the System and the Services. For purposes of this Agreement, “Customer Account” mean the account you opened with HUMBL to access the System and the Services.
(b) In creating your Customer Account, you agree to: (1) Provide true, current, accurate, and complete information as prompted by the Customer Account registration form (“Customer Data”); and (2) Maintain and punctually update your Customer Data, as it may be required, to keep your data accurate and current.
(c) HUMBL uses the Customer Data to provide the Services, and any inaccurate or dated Customer Data will hinder HUMBL's ability to provide the Services. If HUMBL has reasonable grounds to suspect that the Customer Data is inaccurate or dated, HUMBL has the right to suspend or terminate your Customer Account. HUMBL also has the right to refuse any future use of the Services by you.
(d) As part of the registration process, you will be asked to provide a password for your Customer Account. You should keep your password confidential at all times, as you are responsible for all activities that initiate from your Customer Account and you can only access your Customer Account upon inputting your password. Do not share your password with anyone else for any reason. While HUMBL attempts to use reasonable security protocols to protect the confidentiality of your password, HUMBL cannot guarantee absolute security of your password, Customer Account, or the personal, and financial information that you provide. HUMBL also cannot guarantee that the security measures in place will prevent third-party hackers from illegally accessing the Services or its contents. By using the Services and creating a Customer Account, you agree to accept all risks of unauthorized access to the Customer Data and other information you provide to HUMBL. In the event of an unauthorized use of your Customer Account, you shall notify HUMBL of the unauthorized access, or any other security breach, at once. HUMBL retains the right to suspend your Customer Account or require you to change your password if HUMBL believes for any reason that your password is no longer secure.
3. FEES AND EXPENSES. You agree to pay all fees and expenses due to HUMBL, as set forth on the System at https://financial.humblpay.com/login. In addition, you are responsible for, and agree to pay, any and all fees, costs and expenses associated with or that arise from entitlement to use the System and the Services, including the execution and settlement of transactions (for example, commissions and other fees payable to exchanges, data-providers or other entities in connection with the execution of transactions, telecommunications, market data, hardware, and other connectivity costs, and costs of any third party software, equipment and any related maintenance services).
4. NO FINANCIAL OR INVESTMENT ADVICE.
(a) All decisions, including whether to purchase cryptocurrencies and when to sell cryptocurrencies (or which cryptocurrencies to sell) are your responsibility or the responsibility of your investment adviser or investment manager. Cryptocurrencies can be volatile, and decisions as to which assets to sell and when can cause your results to differ materially from those of HUMBL.
(b) HUMBL does not provide financial or investment advice and none of the System or Services, nor any content that maybe available on the System, constitutes financial or investment advice. The System does not recommend any securities, contracts, financial products or other financial instruments, nor does the System provide any investment advice or opinion regarding the nature, value, suitability or profitability of any particular security or contract, portfolio of securities or contracts, transaction, investment strategy, or financial product, and the System does not utilize leverage or margin, nor provide tax, legal or investment advice. You should direct any financial or investment related questions toward your financial or investment adviser. You should consult with a financial or investment adviser prior to your use of the System and the Services.
(c) The System and the Services, including any content that may be available on the System, are not intended to be, and should not be used in place of a financial or investment adviser. Neither the System nor the Services should be used for long-term financial planning. Any investment decision you make is solely at your own risk and we shall not beheld responsible for any investment decisions based upon the information provided by the System or as part of our Services.
(d) You should not disregard, or delay in seeking, financial advice from a financial or investment adviser as a result of the System and the Services, including any content that may be available on the System. YOUR USAGE OF THE SYSTEM AND RECEIPT OF SERVICES, OR YOUR COMMUNICATION WITH HUMBL DOES NOT CONSTITUTE OR CREATE A FIDUCIARY RELATIONSHIP BETWEEN HUMBL AND YOU OR ANY OTHER CUSTOMER.
5. NO WARRANTY. HUMBL does not warrant or guarantee that the System or Software will be uninterrupted or error-free or that the System or the Services will meet your requirements.
6. NO BROKERAGE RELATIONSHIP; CONTROL OF THE WALLET.
(a) You acknowledge and agree that: (1) HUMBL is not now, and shall not be by virtue of this Agreement, a party to, the executing broker-dealer for or exchange for, any orders or transactions that result from usage of the Services; (2) HUMBL is not accepting any orders for execution and is not responsible for the execution of any orders; (3) HUMBL does not guarantee or accept responsibility for the results of usage of the Services; and (4) HUMBL is not providing any advice(including investment related advice or the advisability of trading) to any customer. For the avoidance of doubt, you are not a brokerage customer ofHUMBL.
(b) All transactions will be executed through your own wallet on an exchange that you select with which HUMBL provides linkages. HUMBL does not control any such exchange and is not responsible for the actions of any such exchange.
7. PROPRIETARY RIGHTS.
(a) The trademarks, trade names, tradedress, service marks, copyrighted material, source code, algorithms, financial market analysis, and other information and intellectual property (collectively, “HUMBL IP”) contained in the Systems and Services are owned by HUMBL or its affiliates. The names “https://www.financial.humblpay.com “, along with the associated logos, marks, designs, and names of the specific Services are the exclusive trademarks of HUMBL or its affiliates, and you shall not use or display such trademarks in any manner without HUMBL's prior written consent. All rights not expressly granted hereunder are expressly reserved by HUMBL. Any third party trade or service marks displayed through the Services are the property of their respective owners.
(b) By becoming a registered user, for so long as you pay all fees, expenses and other amounts, and otherwise comply with your obligations under this Agreement, HUMBL hereby grants you a personal, non-exclusive, non-transferrable and sub licensable right and license to utilize the System and the Services.
(c) You may not (1) modify, rent, lease, loan, license, sell, distribute, or create derivative works based on the Services, software, or Content offered, unless such use is expressly permitted by applicable law or authorized by HUMBL or the relevant third party service provider or (2) copy, alter, create a derivative work from, reverse engineer or otherwise try to discover any source code, sell, assign, grant a security interest in, or otherwise transfer any right in the System or Services.
(d) You may only access and use the Services through the interface that is provided by HUMBL, and you agree not to access the Services through any other means.
8. TERMINATION. You may terminate your status as a customer by unsubscribing. HUMBL can terminate you at any time by notice to you. Sections 1(f), 3-8, and 12-17 shall survive the termination of this Agreement. Termination of this Agreement shall not relieve either party’s liability for breach of this Agreement prior to its termination.
9. THIRD PARTY PROMOTIONS, CONTENT and LINKS.
(a) HUMBL maintains a commercial relationship with certain third parties and advertisers over whom HUMBL exercises no control (“Third Parties”). Such Third Party content may include links to Third Party websites, advertisements, or news headlines. HUMBL does not endorse any Third Party content, nor does it endorse the information, materials, products, or services that may be displayed or linked to the Third Party content. Any contact, transaction, or business dealings between you and the Third Parties as a result of Third Party content displayed on, or linked toby, the System exists solely between you and the Third Parties. Such interactions are independent of HUMBL. You are not required to participate in these promotions or transact business with any of these Third Parties. You may be required to make a payment in order to obtain some of these services or participate in some of these promotions. Your payments to participate in these Third Party offerings are made to the relevant Third Party. HUMBL is not responsible for the administration or application of any payments required by the Third Parties for their independent services or promotions. Further, HUMBL is not responsible for the performance or nonperformance of any of the Third Parties. HUMBL shall not be liable for any loss or damages suffered or incurred by you as the result of your dealings with the Third Parties.
(b) The System or Third Parties may provide links to other websites or resources. HUMBL has no control over such websites or resources, and as a result, HUMBL is not responsible for the availability of such external websites or resources. HUMBL does not endorse such external websites and resources, and HUMBL is not liable for any content, advertising, products, or materials on or available from such websites or resources. HUMBLis not liable for any loss or injury suffered by you as a result of visiting any external websites or resources linked to through the System or ThirdParties.
10. ACCESSING THE SYSTEM. The System may be accessed or otherwise used only with a computer or mobile device that is compatible with the System. HUMBL does not guarantee or represent that your computer or mobile device will be compatible with the System. The normal messaging, data, and other rates and fees of your wireless carrier will still apply when using the Services. Certain internet service providers or wireless carriers may prohibit or restrict your ability to download, install, or use the System, and the System may not be compatible with all internet service providers or wireless carriers or devices. You should check with your internet service providers or wireless carrier prior to using the System to ensure that the System is compatible with your internet service provider or mobile device and your internet service providers or wireless carrier's rules. Your use of the System constitutes an agreement by you that HUMBL may communicate with your regarding HUMBL and the Services by SMS, MMS, text message, or other electronic means directed to your computer or mobile device. If you replace or deactivate your email account or mobile device or your mobile device telephone number, you must promptly update your Customer Account information to ensure that HUMBL's messages are sent to you.
11. REPRESENTATIONS,WARRANTIES AND COVENANTS OF USER. You hereby represent and warrant to HUMBL, as of the date you become a customer of HUMBL, and for so long as you remain a customer of HUMBL, that:
(a) If you are a natural person, you are at least 18 years of age and competent to enter into this Agreement. If you are a legal entity, you have the legal capacity and authority to enter into this Agreement, to use the System and to receive the Services.
(b) If you are a legal entity, the execution, delivery and performance of this Agreement have been duly approved and authorized by all necessary action on the part of you.
(c) This Agreement constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to or affecting creditors’ rights generally and by general principles of equity.
(d) Your execution and delivery of this Agreement and its performance of this Agreement will not (i) conflict with, violate or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, any material indenture, contract, agreement, mortgage, deed of trust, or other instrument to which you are a party or by which you or any of your properties are bound; (ii) if you are a legal entity, violate your charter or by laws or any other equivalent organizational document; (iii) require any consent of approval under any judgment, order, memorandum of understanding, writ, decree, permit or license to which you are a party or by which your assets are bound; or (iv) require the consent or approval of any other party to any material contract, instrument, or commitment to which you are a party or by which it is bound.
(e) Your use of the System and receipt of the Services complies and will comply with (i) all applicable laws and regulations; and (ii) the policies and practices of all exchanges, clearing houses, and self-regulatory organizations applicable to you and any account that you have in connection with which you will use the Services. You have all consents, rights, authority and has taken all actions necessary, to use the System and to receiveServices, as set forth herein.
(f) To the extent that you conduct business activity that requires licensure, you have obtained and will maintain all materially necessary consents, permits, licenses, approvals, authorizations or exemptions of any government or other regulatory authority or agency.
(g) All documents and information you provide to HUMBL are true, accurate, complete, and up-to-date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the System or to utilize the Services.
(h) You acknowledge and agree that you are solely responsible for the control and use of your Customer Account and any instructions sent from your Customer Account is deemed to be authorized and is binding on you. HUMBL is not required to verify the identity or authority of any person or persons using your Customer Account and we may accept, and rely on, any instructions sent from your Customer Account. You agree to notify us immediately if you notice any unauthorized or suspicious activity in your Customer Account. Under no circumstances shall HUMBL be responsible or liable for any losses (including loss of profits, business, or opportunities), damages, or expenses, whether direct or indirect, suffered by you or any other person or entity, arising from or in connection with HUMBL’s reliance on any instruction sent from your Customer Account.
12. REGULATORY COOPERATION; REQUIRED DISCLOSURES.
(a) You agree to cooperate with any reasonable request that HUMBL may make in order to respond to any inquiries made by any exchanges or governmental or regulatory authorities in connection with the System or the Services or your usage of the System of the Services.
(b) Nothing herein shall restrict the ability of HUMBL to provide any information or documentation that may be requested by any governmental or regulatory authority regarding the System or Services or your usage of the System or the Services.
13. DISCLAIMER OF WARRANTIES AND RELEASE OF LIABILITY.
(a) The System and the Services are provided “as is” and without warranties of any kind either express or implied. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS SECTION, HUMBL MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF NON INFRINGEMENT OF PROPRIETARY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE FOR ITS PRODUCTS AND THE SERVICES (INCLUDING BUT NOT LIMITED TO DATA, SOFTWARE, COMPUTATIONAL TOOLS, OR ANY OTHER DOWNLOADABLE PRODUCTS)DELIVERED TO CUSTOMER UNDER THIS AGREEMENT.
(b) HUMBL, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers make no warranty that:
(1) The Services will meet your requirements;
(2) The Services will be uninterrupted, timely, error-free, or secure;
(3) The Services, or any results obtained thereof, will be accurate or reliable;
(4) The quality of any products, services, information, or other material purchased, downloaded, or obtained by you through the System or Services will meet your expectations; and/or
(5) Any errors in the System or the Services will be corrected.
HUMBL, along with any and all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers do not warrant or make any representations regarding the use or the results of the use of any personal information or the services in terms of security, correctness, accuracy, safety, reliability, or otherwise. You alone assume the entire cost of any necessary servicing, repair, or correction related to the System or Services.
14. INDEMNITY. You agree to indemnify and hold HUMBL, along with its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, harmless from any claim or demand, including those for attorneys' fees, made by you or any third party as a result of (i) your use of the System and the Services, including any breaches of the security of the System; (ii) if you are an investment manager or investment adviser acting on behalf of customers, any claims that a trade was not suitable for or not authorized by a customer of such investment manager or investment adviser; (iii) any breach by you of this Agreement, including the breach of any representation or warranty or failure by you to perform any of your covenants under this Agreement; (iv) any other acts or omissions of you; or (v) any violation of or noncompliance with applicable law or regulation. HUMBL shall notify you reasonably promptly in writing of any such claim or suit; provided, that the failure to so notify you shall not limit your indemnification obligations under this Section 14, unless you are materially adversely prejudiced thereby. HUMBL shall be entitled to defend any such claim or suit as it determines in its sole discretion. You agree to provide HUMBL with full information and assistance in settling and/or defending such claim or suit.
15. LIMITATIONS OF LIABILITY AND DAMAGES.
(a) By using the Services, you understand and agree that HUMBL, along with all of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, will under no circumstances, including without limitation, negligence be liable to you for any special, indirect, incidental, punitive, reliance, consequential (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR TRADING LOSSES), or exemplary damages related to or arising from: (1) your ability or inability to use the Services, (2) the results produced by the Services, or (3) HUMBL's use, disclosure, maintenance, or display of your personal information. In such circumstances, HUMBL will not be liable even if HUMBL, or one of HUMBL's authorized agents, has been advised possibility of such damages. Further, the above limitation shall apply to damages suffered as a result of third-party services or goods received through or advertised on HUMBL or the Services; through the Services; received through any links provided by HUMBL; or by reason of any advice or information received through or advertised on HUMBL or the Services. Under no circumstances, including without limitation negligence, will HUMBL, or any of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, be liable for the costs of procurement of substitute goods or services, lost profits, or lost data. Notwithstanding any failure of the essential purpose of any limited remedy, such limitation shall apply to the fullest extent permitted by law.
(b) Under no circumstances shall the total liability of HUMBL, or any of its subsidiaries, affiliates, officers, employees, agents, partners, licensors, and suppliers, to you for any damages, injuries, losses, or causes of action arising out of or relating to this Agreement or your use or access of the Services, whether arising in contract, tort, warranty, or other law (except for causes of action arising out of personal injury or death caused by HUMBL’s negligence), exceed the amount paid by you for using the Services during the twelve (12) months immediately preceding the date of your claim or one thousand dollars (US $1,000.00), whichever is greater. Your right to monetary damages in such amount shall be in lieu of all other remedies to which you may otherwise be entitled from HUMBL, or its third-party providers. YOU ACKNOWLEDGE AND AGREE THAT DAMAGES ARE AN ADEQUATE REMEDY AND THAT YOU SHALL NOT BE ENTITLED TO ANY OTHER CLAIMS OR REMEDIES AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO, ANY INJUNCTION, AND/OR SPECIFIC PERFORMANCE.
(c) Not withstanding and without limiting the foregoing, HUMBL shall, under no circumstances, be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, of from forces or causes beyond its reasonable control, including, but not limited to: Internet failures, computer equipment failures, any other equipment failures, electrical power failures, loss of or fluctuations in heat, light, or air conditioning, strikes, labor disputes, riots, insurrections, civil disturbances, labor material shortages, fires, floods, storms, acts of God, war, acts of terror, governmental actions, orders of domestic or foreign courts or tribunals, the non-performance of any third parties.
(d) The limitations of liability set out here in above shall survive any termination or expiration of this Agreement and will apply even if any limited remedy specified herein is found to have failed of its essential purpose. In the event that any provision of the above limitations of liability are held to be unenforceable for any reason by any law, court, or tribunal, that provision shall be severed from the remainder of the limitations of liability, which shall remain in full force and effect and be enforceable in accordance with their terms.
16. GOVERNING LAW; ARBITRATION AGREEMENT
(a) This Agreement is governed by the laws of the State of Delaware, without giving effect to principles of conflict of laws which might otherwise require the application of the laws of another jurisdiction.
(b) Venue for any action related to HUMBL, the Services, HUMBL Content, or Customer Content shall lie exclusively in Delaware. You hereby consent to the personal jurisdiction of Delaware.
(d) Except to the extent prohibited by applicable law, the parties hereby agree that any claim or cause of action arising out of, or related to, this Agreement or use of the System or the Services must be filed within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred.
(a) If any provision of this Agreement is held to be unenforceable for any reason by any court or tribunal of competent jurisdiction, or as the result of any law, statute, or regulation, that provision shall be deemed to be severed from this Agreement, and its unenforceability shall not affect the remainder of this Agreement, which shall remain in full force and effect and shall be enforceable in accordance with its terms.
(b) No joint venture, partnership, employment, fiduciary, or agency relationship exists between you and HUMBL as a result of this Agreement or your use or access of the Services.
(c) This Agreement constitute the entire agreement between you and HUMBL with respect to your use of the System or Services.
(d) The failure of HUMBL to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provisions.
(e) You may not assign, delegate, or otherwise transfer your Customer Account or your obligations under this Agreement to a third party without the prior written consent of HUMBL. HUMBL, in its absolute and sole discretion, has the right to transfer or assign all or any part of its rights under this Agreement and will have the right to delegate or use third party contractors to fulfill its duties and obligations under this Agreement and in connection with the System or the Services.
(f) You are welcome to comment, make suggestions, or otherwise communicate with HUMBL regarding the System or the Services (collectively, “Feedback”). There is no obligation that you provide Feedback, but, in the event that you provide Feedback, you hereby grant to HUMBL a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, and royalty free license to copy, distribute, create derivative works of, publicly display and perform, and otherwise exploit such Feedback, and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. As a result of the foregoing, you should not express any Feedback that you do not wish to license to HUMBL as set forth above.
(g) If you have any questions or concerns regarding this Agreement or otherwise would like to contact HUMBL, please send HUMBL Customer Support an email at Humblfinancialsupport@humblpay.com.
2021, HUMBL Inc.