Terms of Service

Last updated: 13/September/2024

Welcome to Lendasat! We are excited to announce the launch of the Closed Beta version of our platform. We want to ensure that you fully understand what our services entail, how they operate, and what we require from you so that you can enjoy Lendasat with complete transparency.

Your use of our Services (as defined below) is subject to your acceptance of and adherence to these Terms. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE OR ANY OTHER LENDASAT SERVICES.

1. OUR SERVICES; TERMS; ACCEPTING

(a) Lendasat facilitates the connection between individuals and businesses wishing to borrow money (the "Borrowers") through a peer-to-peer loan collateralized by Bitcoin (a "Bitcoin secured loan") and individuals and businesses wishing to lend money (the "Lenders") in the form of a Bitcoin secured loan. Lendasat also provides Borrowers and Lenders with tools and services related to Bitcoin secured loans (collectively, "Lendasat Borrow" for Borrowers and "Lendasat Invest" for Lenders), such as organizing and offering technical support to Borrowers during the process of setting up the escrow environment for the Bitcoin collateral (the "Escrow setup support"), acting as Payment Oracle and Price Oracle for Bitcoin collateral held in escrow (the "Bitcoin collateral escrow"), and providing a Liquidation exchange service.

(b) The website (the "Site"), web application accessible through the Site (the "Lendasat App"), Lendasat Invest, Lendasat Borrow, including Escrow setup support, Bitcoin collateral escrow, Liquidation exchange service, and any other related services, features, functions, products, software, and applications (collectively, the "Lendasat services" or "Services") are operated and provided by Lendasat, a trading name of Softbear Consulting Ltd, a company incorporated in the British Virgin Islands (BVI) ("we").

(c) All defined terms used herein shall have the meaning ascribed to them in these Terms of Service. Users of the Services and holders of Lendasat account are referred to as "you" - in the case of a body corporate, such as a company or any other legal entity or organization (the "Company"), any references to "you" refer to both you as an individual interacting with the Site or otherwise with us, as well as the Company on behalf of which you are using Services or which you will identify on the Site or otherwise to us as the Lendasat account holder, user of any Services, Borrower or Lender.

(d) These Terms of Service and all additional terms and conditions incorporated herein by reference (collectively "Terms") govern your access to, and use of, the Site and other Lendasat services. By requesting access to the Services, opening a Lendasat account or by accessing or using the Site or any of the other Lendasat services or by undertaking any other action that might reasonably be construed as acceptance of these Terms, you represent and warrant that: (i) you are authorized to enter into these Terms for and on behalf of yourself (and your Company); (ii) you (and your Company) can legally enter into these Terms; and (iii) you have read and understand these Terms and agree that you (and your Company) shall be bound by these Terms.

(e) These Terms are a legally binding agreement between you and Softbear Consulting Ltd (which will be your sole and exclusive counterparty to these Terms). If you do not agree with anything contained in these Terms (at least a single rule of them), please do not use the Site or any of the other Lendasat services.

(f) These Terms are effective as of the date first noted above. We reserve the right to update these Terms in our sole and absolute discretion from time to time without notice. You are responsible for periodically checking these Terms for revisions. Revisions will take effect immediately once we have posted the revised Terms on the Site. Except when determined by us and expressly stated in (the preamble or other parts of) the revised Terms, your continued use of the Site or any of the other Lendasat services after any such revisions will constitute your acceptance of those revisions. Notwithstanding the above, we will seek your consent to future modifications to these Terms to the extent we are required to do so by applicable law.

2. ELIGIBILITY

(a) To access and use the Site and any of the other Lendasat services, you must be at least 18 years of age. By applying for access to Lendasat services or opening the Lendasat account or otherwise accessing the Site or using any of the Lendasat services, you represent that: (i) as an individual, you are at least 18 years old; (ii) as an individual or Company, you have full legal capacity and sufficient authorizations to enter into a binding contract; (iii) you have not been previously suspended or removed from using the Site or any of the other Lendasat services; (iv) neither you, your Company, nor anyone who controls your Company are (A) target of sanctions of the US and/or EU, or (B) located, organized, or resident in a country that is target of sanctions of the US and/or EU; (v) your use of the Lendasat services is legal in your local jurisdiction, and you are not and will not use Lendasat services if such use is prohibited or otherwise violates the laws of the country in which you reside or of which you are a citizen; (vi) you do not reside in nor are a citizen of a country where distribution, publication, availability or use of Site or other Lendasat services is subjected to regulation which demands or may demand from Lendasat or its affiliates to comply with any registration or licensing requirement within such jurisdiction; (vii) you have a sophisticated understanding of Bitcoin and the technology that underlies it; and (viii) you will comply with these Terms and all applicable laws, rules and regulations.

(b) Please note that access to and use of the Site or of all or any of other Lendasat services may be, in general or from time to time, geographically (mainly if you are a citizen of, residing in, or are physically located in a country or area that is not supported by Lendasat) or otherwise restricted. You are advised to check on a regular basis all information on the Site or available through Lendasat App as to any such restrictions or limitations.

3. PRIVACY

We respect and value your privacy. Please take the time to read our Privacy Policy found Privacy, which explains how we collect, use and share your personal information. By applying for or using any of the Lendasat services, you agree that we may collect, use and share, as set forth in the Privacy Policy, the information you provide during your application for, access to, or use of any of the Lendasat services.

4. RIGHT OF ACCESS AND USE

(a) Subject to your constant and full compliance with all the terms and conditions set out in these Terms, Lendasat hereby grants to you a limited, non-exclusive, non-transferable, freely revocable right to access and use the Site and the other Lendasat services to the extent and in accordance with these Terms.

(b) These Terms only grant you a limited right to access and use Lendasat services. Lendasat does not transfer Lendasat services or the ownership or intellectual property rights of any Lendasat intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Services or provided through Lendasat services, are exclusively owned, controlled and/or licensed by Lendasat or its affiliates.

5. ACCESS TO SITE

To access the Site you must have the necessary equipment (such as a smartphone or PC) and the associated telecommunication service subscriptions to access the Internet. Access to the Site may, from time to time, become degraded or unavailable, for example during times of significant volume. We do not represent that the Site or any other Lendasat services will be available to you, will be available without interruption or delays or at any time or for any period in the future and we shall not be liable for any losses arising out of or resulting therefrom.

6. LENDASAT ACCOUNT

6.1 Registration

(a) You must apply for a user account with us (a "Lendasat account") before using any of Lendasat services. When you apply for a Lendasat account, you must provide the information as requested by Lendasat, and accept these Terms. Lendasat may refuse, in its discretion, to open a Lendasat account for you and we are under no obligation to inform you of the reasons, if any, for such refusal.

(b) You may not apply for or register for more than one Lendasat account, for a Lendasat account on behalf of another individual, operate a Lendasat account on behalf of any person who is not eligible to register for or operate a Lendasat account in their own name, or register for a Lendasat account on behalf of any entity other than a Company over which you have the requisite power and authority to form a binding contract. You may not apply for or register for multiple Lendasat accounts on behalf of the same Company.

6.2 True and accurate information

(a) By applying for, opening, registering for, or using your Lendasat account or using the Site or any other Services in any way, you (i) represent that all information, materials, data, content, or documents you provide or make available to us is and will remain true, correct, and complete, and you (ii) agree to maintain and update any and all personal information you provide to us to ensure it is true, accurate, current, and complete at all times.

(b) If you provide any information that is untrue, incorrect, inaccurate, not current, or incomplete or Lendasat has reasonable grounds to doubt the truthfulness, correctness, accuracy, currency, or completeness of such information, we have, without limitation of remedies or actions that we may undertake or other legal effects of such your provision under these Terms or applicable law, the right to suspend or terminate your Lendasat account.

6.3 Additional rules: Companies

(a) By applying for, opening, registering for, or using your Lendasat account or using the Site or any other Services in any way on behalf of a Company, you represent that: (i) you are duly authorized to do so; (ii) you have the power and authority to legally bind, including entering into any legal agreement in course of accessing the Services on behalf of, such Company; and that (iii) such Company is in good standing to the best of your knowledge. Furthermore, you represent and warrant that (iv) such Company will abide by all of the terms and conditions of these Terms and any other agreements you may enter into in the course of or in connection with Lendasat services.

(b) You may not operate or otherwise use a Lendasat account opened for a Company (i) for the benefit of any person other than that Company, (ii) for any purpose prohibited by law or regulation, or any activity which that Company is not duly authorized to conduct.

6.4 Security

(a) You are solely responsible for maintaining adequate security and control of any and all passwords and other account credentials that you use to access your Lendasat account (the "Account credentials"). You shall prevent unauthorized access to or use of your Lendasat account and promptly notify us of any such unauthorized access or use. You must keep your Account credentials confidential and not authorize any third party to access or use your Lendasat account on your behalf.

(b) You shall notify us at [email protected] of any suspected or actual security breach of your Lendasat account as soon as possible and cooperate with us in the investigation of any suspected or actual security breach, unauthorized access to, or use of your Lendasat Account.

(c) You are solely responsible for all activity that occurs on, in connection with or under your Lendasat account (whether or not authorized by you). We shall have no liability to you or any other person for acts or omissions made or committed by you, your agent, representative or third-party service provider in respect of your Lendasat account.

7. LENDASAT BORROW; LENDASAT INVEST

7.1 No lending or borrowing by Lendasat; no guarantee

(a) Bitcoin secured loans are privately issued and received by our users (Borrowers and Lenders respectively). Lendasat is the Services provider and not a lender or borrower.

(b) You acknowledge and agree that we do not guarantee nor assume any legal responsibility (or liability) whatsoever as regards the compliance with (or breach of) the terms and conditions, including, but not limited to, the right and timely fulfillment of (or default on) any obligations or other legal duties, by respective Borrower(s) or Lender(s).

7.2 Non-binding interest

(a) Lendasat Borrow allows you to submit a non-binding interest (the "Interest") in borrowing money in a form of a Bitcoin secured loan (the "Borrowing interest"). Lendasat Invest allows you to submit the Interest in lending money in a form of a Bitcoin secured loan (the "Lending interest"). Interest mainly consists of your preferred Bitcoin secured loan terms, such as loan amount and currency, loan period and acceptable (in the case of Borrowing interest) or minimal acceptable (in the case of Lending interest) loan interest rate.

(b) You may submit multiple Borrowing interests and multiple Lending interests.

(c) Borrowing interests are time-limited and valid for 14 days, unless otherwise indicated in the Lendasat App in the course of respective Borrowing interest creation. After the lapse of its applicable validity period, the Borrowing interest will be automatically cancelled.

(d) You may cancel your Borrowing interest or Lending interest at any time.

7.3 Matching

(a) Borrowing interest and Lending interest that we deem fit may be matched.

(b) It is in our sole and absolute discretion (i) whether we match or do not match any of the submitted Borrowing interests with any of the submitted Lending interests, (ii) to determine the criteria, including any automatic processes or tools, according to which any of the submitted Borrowing interests and any of any of the submitted Lending interests will be matched, and (iii) to determine any process aimed at finding a match we deem suitable – we may, for example, present one or multiple Lendasat Invest users that have submitted a Lending interest with one or more Borrowing interests (whereby, in general, first to confirm rule will apply).

(c) Without limiting the foregoing, you acknowledge and agree that due to the specifics of Bitcoin secured loan, notably security provided by the Borrower in a form of Bitcoin collateral and Bitcoin collateral escrow thereof, we have no duty whatsoever to consider in our matching any aspects or factors pertaining to the person of Lender or Borrower (e.g. counterparty risk).

(d) We may insert any of the Borrowing interest into the list of available Borrowing interests and make such listing available in the Lendasat App for Lendasat Invest users to pick a suitable match themselves.

(e) Interests are generally considered to be matched once a valid Borrowing interest has been confirmed as acceptable by a Lendasat Invest user through Lendasat App (irrespective of whether the latter has submitted any Lending interest beforehand).

7.4 Contract formation

(a) If and after your Interest have been matched, you may be prompted to proceed into the contracting phase where you may be, among other things, shown and prompted to confirm the details of the Bitcoin secured loan (the "Loan details") (i) in the case of Lendasat Borrow - to be provided to you (or your Company, if the Lendasat account is registered for a Company), or (ii) in the case of Lendasat invest - to be provided by you (or your Company, if the Lendasat account is registered for a Company), such as, for example Loan Amount, Amount Due, Loan Provision Date Maturity Date, Initial Bitcoin Collateral and Liquidation LTV. Please be advised that Loan details as shown to you may in some instances differ from the Interest you have submitted or confirmed as acceptable (and we do not represent that the two will be the same). Therefore you agree to review and check all the Loan details carefully before eventually confirming them.

(b) You may also be shown and prompted to confirm information about your address to be used with regards to or in connection with respective Bitcoin secured loan (the "Account details"). You agree to review and check the Account details carefully before eventually confirming them; should you encounter any issues with the Account details as shown to you, you will most probably have to appropriately alter the information about your address before eventually proceeding any further.

(c) We will identify your Bitcoin secured loan counterparty to you by their Unique identifier or Username. Except where forming part of their payment coordinates, you will not be shown personal data of your Bitcoin secured loan counterparty. You may ask for relevant legal identification details of your counterparty. You acknowledge and agree that we will provide you with such identification details, and provide your Bitcoin secured loan counterparty with such details on you (and/or your Company) upon request that we deem substantiated, notably when provision of details sought is necessary or advisable for enforcement or protection of the requesting party's rights.

(d) Without prejudice to other legal effects thereof, notably as stipulated in these Terms, by confirming the Loan details through the Lendasat App you (or your Company, if the Lendasat account is registered for a Company) will firmly and irrevocably consent with entering into the Loan and security agreement (as defined below).

7.5 Loan and security agreement

(a) Your Bitcoin secured loan will be governed by and subject to (i) Loan details, including Account details, as confirmed by you, and (ii) the Collateral escrow rules exhibit, that will be published at the moment of your confirmation of Loan details (Clause 7.4 above).

(d) Lendasat believes that transaction under Loan and security agreement, mainly due to its structure, shall not according to applicable law thereto be subject to consumer credit (civil) norms irrespective of eventual consumer/trader status of any party to the transaction.

(e) The Loan agreement contains legally binding contracts. However, we do not represent nor guarantee that your Loan agreement or any term or condition thereof may not be found invalid, ineffective or unenforceable by any competent judicial or other authority and we shall bear no liability should it be the case. We also do not represent nor guarantee that our belief under the preceding Clause (7.5(d)) is necessarily correct or that it will be shared by competent authorities and you expressly agree that you will not rely on anything of the aforementioned to be the case. YOU SHOULD READ ALL THE LOAN DOCUMENTS CAREFULLY AND CONSULT WITH LEGAL COUNSEL.

7.6 Collateral

(a) Bitcoin secured loans are secured by Bitcoin collateral.

(b) Your Loan agreement will dictate the cases (such as for example fall of the loan-to-collateral market value ratio below the required level), when defined amount(s) due under such Loan and security agreement shall be, instead of monetary performance, repaid in-kind by escrowed loan collateral or defined part thereof.

(c) Lendasat Borrow users must be willing and able to transfer Bitcoin collateral from, and receive Bitcoin collateral on, their Bitcoin blockchain address. Lendasat Invest users must be willing to accept Bitcoin collateral as in-kind repayment of their Bitcoin secured loan (however, such Bitcoin may then be exchanged for stable coins.

(d) Lendasat Invest users that decide to self-liquidate must be also able to receive Bitcoin collateral on their Bitcoin blockchain address. If this is your case, with regards to every self-liquidated Bitcoin secured loan you will be asked to provide your Bitcoin blockchain address. Please read and duly consider all the important security notices or other information you may be given through the Lendasat App prior to submitting your Bitcoin blockchain address.

7.7 Taxes

You are solely responsible for independently assesses and complying with all relevant tax and other legal requirements in connection with your Bitcoin secured loan. Without limiting the foregoing, you are solely responsible for the payment of any eventual taxes related to any revenue you generate.

8. LIQUIDATION

8.1 Liquidation exchange service

Subject to terms and conditions stipulated herein, we enable Lendasat Invest users to have their Bitcoin collateral used for the in-kind satisfaction of their claims under respective Loan and security agreement exchanged for fiat (legal tender) money (the "Liquidation exchange service").

8.2 Default regime; opting-out

(a) Provision and use of our Liquidation exchange service is a default liquidation regime for every Lendasat Invest user and every Bitcoin secured loan. For the avoidance of doubt, our Liquidation exchange service will automatically apply to every case of Bitcoin secured loan which has not been subjected to the opt-out as laid-down below.

(b) If you are a Lendasat Invest user but do not wish to be provided with the Liquidation exchange service, you may opt-out from the use thereof through the Lendasat App. Please be advised that any your eventual opt-out may be made, and shall be effective, only with regards to an individual Bitcoin secured loan concerned; general opting-out covering multiple or all Bitcoin secured loans you enter into on the Site following the opt-out is not possible.

(c) In order to allow for subsequent opting-out(s) from Liquidation exchange service, you must beforehand express your interest in eventual Self-liquidation through your Lendasat account settings.

(d) Provided that you have set your Lendasat account to enable Self-liquidation, you will have the opportunity to opt-out from the default liquidation regime with regards to an individual Bitcoin secured loan by marking the respective checkbox (stating Self-liquidation or other similar expression of will not to use Liquidation exchange service) when prompted by the Lendasat App to confirm your Loan details.

9. FEES

(a) You agree to pay us all applicable fees associated with your use of the Services. The relevant fees are shown in our Fee Schedule.

(b) We may change the fees and Fee Schedule at any time, without notice. Changes to our Fee Schedule are effective as of the effective date shown on the Fee Schedule, and changes will apply prospectively to your use of the Services. You are advised and agree to check the actual version of such document as will be published on the Site at the time of your confirmation of Loan details (Clause 7.4(d)).

(c) Origination fee and Processing fee (as described in the Fee Schedule) are (i) denominated and payable in Bitcoin, and (ii) to be paid through and in the course of Escrow setup. You authorize us to collect any and all of these fees directly from the amount of Bitcoin that you will, from time to time, send to respective prefund address in order to fund the Escrow environment for your Bitcoin secured loan. Indication of the total amount of Bitcoin to be sent so as to cover both our fees and collateral under your Loan and security agreement will be provided for your convenience through Lendasat app.

(d) Any Bitcoin you send to respective prefund address in order to fund the Escrow environment for your Bitcoin secured loan shall and will be firstly used to cover our fees. You acknowledge and agree that we are entitled not to process your prefund transaction in case the total amount of Bitcoin available is insufficient to cover both our fees and collateral under your Loan and security agreement.

(e) You will be presented with the applicable Origination fee and Processing fee charged by us through Lendasat app before your confirmation of Loan details (Clause 7.4). Notwithstanding anything herein to the contrary, such your confirmation constitutes an agreement to pay all such applicable fees.

(f) Fees cover the Services to which they are related as stipulated in the Fee Schedule. Except where prohibited by law or where Fee Schedule explicitly provides for otherwise, our fees are non-refundable. Any right to set off, retain, deduct, counterclaim or withhold any payments due to us under these Terms is hereby expressly waived and excluded.

(g) You understand and agree that in connection with our Services you may incur other costs, expenses or fees payable to third-parties, such as, for example, interest due to Investor under your Loan and security agreement or fees for Bitcoin and bank transfers related thereto. Except for certain Bitcoin network fees that are according to your loan documentation deducted from the Bitcoin collateral amount, you're solely responsible for paying all such costs, expenses and fees.

10. LIMITATIONS OF WARRANTIES AND LIABILITY

(a) You acknowledge and agree that (i) in providing or otherwise in connection with Lendasat services we shall not be held to any higher standard than what is generally considered to be acceptable in performing similar services, and that we (ii) make the Site or any other Services accessible to you strictly under disclaimers and limitations as set forth herein.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LENDASAT AND ITS AFFILIATES AND SUBSIDIARIES, CONTRACTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD PARTY PARTNERS, LICENSORS AND SUPPLIERS (COLLECTIVELY THE "LENDASAT PARTIES") DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO SERVICES, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(c) USE OF ANY OF THE SERVICES AND ANY THIRD-PARTY DATA, ASSESSMENTS, RESULTS, INFORMATION, SOFTWARE, CONTENT, SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONNECTION WITH OR THROUGH ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, INCLUDING IMPLIED.

(d) THE LENDASAT PARTIES WILL NOT BE LIABLE FOR DAMAGES ARISING OUT OF OR THAT RESULT FROM OR RELATE TO SERVICES OR ANY PARTY'S INABILITY TO USE OR TO OTHERWISE BE PROVIDED WITH THE SERVICES OR TO ANY OTHER INTERACTIONS WITH ANY OF THE LENDASAT PARTIES, UNLESS (WITHOUT PREJUDICE TO ANY ADDITIONAL REQUIREMENT OR CONDITIONS REQUIRED BY APPLICABLE LAW) THE RESPECTIVE LENDASAT PARTY ACTED WITH GROSS NEGLIGENCE.

(e) UNDER NO CIRCUMSTANCES WILL THE LENDASAT PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FROM LOST BUSINESS OR LOST REVENUES OR LOSS OF ANTICIPATED PROFIT) WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LENDASAT PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR THAT RESULT FROM OR RELATE TO SERVICES OR ANY PARTY'S INABILITY TO USE OR TO OTHERWISE BE PROVIDED WITH THE SERVICES OR TO ANY OTHER INTERACTIONS WITH THE LENDASAT PARTIES – IN CASE THE APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY AS STATED HEREIN, THEN LENDASAT PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

(f) You understand and agree that you use, access, download, or otherwise obtain information, materials or data through any of the Lendasat services or any third-party site, at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download or use of such material or data.

(g) Nothing in this Chapter (10.) shall exclude liability for fraud or damages caused intentionally.

(h) This Chapter (10.) will survive the termination or expiration of these Terms for any reason.

11. TERMINATION

11.1 Lendasat

If you have breached any provision of these Terms or are otherwise not in full compliance with these Terms, the permissions granted to you hereunder will automatically terminate, and in such circumstance, you will no longer access to, or be able to use your Lendasat account, the Site or any other Services. We reserve the right to suspend or terminate your right to use your Lendasat account, the Site or any other Services, or block you from future use thereof, at any time in our sole discretion, with or without cause, without notice to you and without any penalty or compensation whatsoever. Without limiting the foregoing, we may exercise such right if: (i) you have engaged in conduct which we, acting reasonably, consider to be unacceptable; (ii) we are required by law to do so; or (iii) if we cease to carry on business in the ordinary course. We will not be liable to you due to, by reason of, or otherwise in connection with, our suspension or termination of your right to use your Lendasat account, the Site or any other Services.

11.2 You

(a) If you have any concern using the Site or any of the Services, we kindly ask you to first contact us and we will endeavor to resolve any pending issues.

(b) Your only remedy against us with respect to any dissatisfaction with (i) the Site or the other Services, (ii) any term of these Terms, or (iii) any policy or practice of Lendasat in operating the Services, is to terminate your Lendasat account and your use of all of the Lendasat services. You may terminate your use of the Lendasat services and your Lendasat account at any time.

12. GOVERNING LAW AND JURISDICTION

(a) These Terms, Services and all relationships arising therefrom or related in any way thereto (including, without limitation, liability relationships and relationships arising out of unjust enrichment), form of these Terms, legal requisites for these Terms, validity of these Terms, conclusion and effectiveness of these Terms as well as consequences of their possible invalidity or ineffectiveness shall be governed by the laws of the British Virgin Islands, irrespective of conflict of law rules. The application of United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly and entirely excluded.

(b) Any disputes, claims or controversies arising out of or in connection with these Terms, including, without limitation, any ancillary legal relationships, claims for unjust enrichment, claims for damages, disputes on the validity (and legal consequences of its possible invalidity or ineffectiveness), interpretation or termination of these Terms shall be submitted to, and decided by, the courts of British Virgin Islands (exclusively). However, we shall always have the right to take legal proceedings in the court of competent jurisdiction of your domicile.

(c) Applicable law may stipulate some exceptions or limitations, for example to the scope of agreements under this Chapter (12.), or otherwise modify the effects of agreements under this Chapter (12.), for example with regards to the application of your local imperative or other protective norms, notably but not limited to if you are a consumer. In such cases agreements under this Chapter (12.) may not apply to you or may not apply in their full scope, and/or you may have additional rights. You acknowledge and agree that agreements under this Chapter (12.) shall apply to you to the fullest extent permissible pursuant to applicable law.

(d) This Chapter (12.) will survive the termination or expiration of these Terms for any reason.

13. MISCELLANEOUS

13.1 Independent parties

Lendasat is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

13.2 No third party beneficiaries

Save for where Lendasat parties or Liquidator are expressly benefiting therefrom, (i) these Terms are intended solely for the benefit of you and Lendasat (and any respective successors or permitted assigns) and shall not confer upon any other person any remedy, claim, liability, or other right or privilege; (ii) these Terms are not intended and shall not be construed to create any third party beneficiaries or to provide to any third parties with any remedy, claim, liability or other right.

13.3 Entire Agreement

These Terms constitute the entire agreement between the parties regarding use of Lendasat services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms.

13.4 Events outside our control

We shall not be held liable or responsible to you nor be deemed to have defaulted under or breached these Terms for failure or delay in fulfilling or performing any obligation under these Terms when such failure or delay is caused by or results, fully or partially, from causes beyond our reasonable control, including but not limited to non-delivery, defective delivery of third party services necessary to provide the Services (including but not limited to those of our partners, vendors and suppliers), strikes, lock-outs or other industrial action by third parties, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or processing times of the Bitcoin blockchain.

13.5 Severability

If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

13.6 Assignment

You may not assign or transfer any right to use Lendasat Services or any of your rights or obligations under these Terms without our prior written consent. Save for when prohibited by applicable law, Lendasat may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

13.7 No waiver

The failure of one party to require performance of any provision will not affect that party's right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party's violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.

13.8 Headings

The chapter, article and other headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

13.9 Survival

Upon termination of these Terms, your use of the Site any of the other Lendasat Services, your obligations with respect to any outstanding Bitcoin secured loan, including the Bitcoin collateral escrow, the Distribution escrow and Liquidation exchange agreement shall continue without change and any provision which, by its nature or express terms should survive, will survive such termination or expiration.

13.10 Contact us

Should you have any questions, concerns or complaints about the Site, any other of our Services, these Terms, or anything else, please contact our Lendasat team at [email protected].