A. General Terms
(the “Website”) and all other Cera Products and Services, as well as our online and mobile application or any other online services we provide (“Platform”). These Terms constitute a legally binding agreement between you and Cera.
Products, Services, content, information, and/or other features of the Platform may not be legally available for residents of certain jurisdictions under applicable local laws, countries under embargoes or sanctions and/or other blacklisted countries. By accessing or using Cera, you expressly declare that such restrictions do not apply to you and you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. If any restrictions from using Cera do apply to you, you are prohibited from accessing or using the Website and/or any Services provided on this Platform. If you are uncertain, please seek independent legal advice. Cera is not responsible for determining your legal standing in connection with you accessing the Services in your jurisdiction.
AS PART OF ANY SERVICES OFFERED BY Cera, WE DO NOT UNDER ANY CIRCUMSTANCES HOLD DIGITAL ASSETS ON YOUR BEHALF AS A CUSTODIAN, A TRUST OR ANY OTHER TYPE OF FIDUCIARY ARRANGEMENT. Cera IS NOT AN INVESTMENT FUND. THE MAJORITY OF ALL DIGITAL ASSETS DEPOSITED BY YOU THROUGH YOUR Cera ACCOUNT ARE HELD BY THIRD-PARTY ENTITIES, PLATFORMS, AND PROTOCOLS OR OTHER SIMILAR UNDERTAKINGS (VALUE GENERATING PLATFORMS), AND SHALL NOT SUGGEST OR ESTABLISH ANY FORM OF CUSTODY RELATION BETWEEN YOU AND Cera. ALL USE OF LANGUAGE SUCH AS “ACCOUNT,” “ACCOUNT BALANCE”, “DEPOSIT”, “‘WITHDRAW,” AND SIMILAR WILL BE USED AS TERMS REFERRING TO THE RELATIONSHIP BETWEEN Cera AND YOU IN TRANSFERRING DIGITAL ASSETS, THAT ARE OWNED AT ALL TIMES BY YOU, TO AND FROM YOUR PRIVATE VIRTUAL WALLET ADDRESS AS INDICATED BY YOU AS PART OF OUR INTERMEDIARY SERVICES TO YOU, THE USER.
B. Risk Disclosure
BEFORE USING Cera AND ITS SERVICES, PLEASE TAKE THE TIME TO FULLY UNDERSTAND AND CONSIDER THE RISKS INVOLVED ON OUR RISK DISCLOSURE PAGE, CONDITIONS OF WHICH CONSTITUTE A PART OF THESE TERMS. BY ACCEPTING THESE TERMS YOU ALSO ACCEPT THE TERMS OF THE RISK DISCLOSURE.
Cera reserves the right to make amendments to the Terms at any time, including, but not limited to, the scope of Services provided, conditions for the provision of Services, rules and requirements, etc. You are responsible for reviewing the current Terms and the date of the last update of the Terms on the Website, as your continued use of the Services after any modification of the Terms will conclusively indicate that you have acknowledged and fully accepted those changes.
In addition to any other rights under these Terms, upon termination for any reason whatsoever, we shall:
- Cancel all your outstanding orders; initiate Close-outs for all your open positions without further notice to you and without liability;
- Deduct from your Account all unpaid amounts you owe; and
- Thereafter, refund all amounts remaining in the Account, if any.
After paying any obligations owed to us, you may cancel your account with or without cause at any time upon written notice to us. Upon termination, your right to use the Service will immediately cease.
3. Definitions and Interpretation
“Account” means an individual Cera account that a User has registered through our mobile application or Website to access and use the Services. User's Accounts are not bank accounts, savings accounts, deposit accounts, checking accounts or any other type of asset account characterized as a banking product or service.
“AML” means Anti-Money Laundering and refers to laws, regulations, and procedures intended to prevent criminals from disguising illegally obtained funds as legitimate income.
“Balance” (also “Account Balance”) means the total amount of (a) Eligible Digital Assets associated with a User’s Account that they have deposited through Cera, and (b) the total amount of rewards, winnings, bonuses, or any other assets added to the principal deposit of Eligible Digital Assets through Cera based on User engaging in Cera Services.
“Blockchain” means a digital ledger of transactions duplicated and distributed across the entire network of computer systems that is difficult or impossible to change, hack or cheat the system.
“Digital Asset” means a digital representation of value in which encryption techniques are used to regulate the generation of digital units and verify the transfer of assets, operating independently from a central bank (also referred to as a “virtual asset”).
“Eligible Digital Assets” means the Digital Assets chosen for inclusion in one or more of the Services rendered through Cera.
“KYC” means Know Your Customer (or Client), which is the mandatory process of identifying and verifying the client's identity when accessing particular services and periodically assessing potential risks of illegal intentions for the business relationship over time.
“Platform” means all Cera products, including our Website, web app, mobile application or any other means through which Cera provides the Services.
“Service” or “Products” means any Cera products, services, features, offerings, etc. that are provided conditionally to Users through the Platform and outlined in Section 9 of these Terms, either jointly or separately.
“Virtual Wallet” or “Virtual Wallet Address” means an electronic wallet in which Digital Assets can be held and transferred that utilizes an on-Blockchain virtual address.
“Data and Technology” means data (including, without limitation, market data), information, technology, connectivity, software, hardware, data processing systems, networks, electronic order entry, routing or execution systems.
“Transactions” shall include transactions in securities or such other transactions in the markets in the United States or such other markets that we may from time to time permit to be carried out under any Account.
4. Eligibility and Proof of Identity
A. Eligibility Criteria
A.1 We may limit access to all or a portion of the Service to users who do not meet certain eligibility criteria. Identification of these eligibility criteria is in our sole discretion and is subject to change at any time. You are solely responsible for ensuring that your use of the Service is in conformance with international or national laws and regulations, which are applicable to you. The Service provided by us is offered only in jurisdictions where it is legal to do so. The availability of the Services over the Internet is not a solicitation for or offering of the Services to any person in any jurisdiction where such solicitation or offering is illegal.
A.2 We reserve the right to limit the availability of the Services to any person, geographic area, or jurisdiction, at any time and at our sole discretion. We make no representation that the Services are appropriate or available for use in locations outside of the British Virgin Islands or that accessing our mobile app is legally permitted in countries or territories where the Services may be illegal. If you access the Services from other locations, you do so at your own risk and are responsible for compliance with local laws.
A.3 You warrant through proper identity and represent that you meet the following cumulative eligibility criteria to access and use the Services:
- You are eighteen (18) years of age or older;
- You are legally capable of entering into a binding contract with Cera under these Terms in accordance with the laws and regulations that apply to you, including laws on the capacity to enter into a legal agreement;
- Your entry into a binding contract with Cera under these Terms, and your use of Services, is a lawful arrangement under the laws of your country;
- You have submitted a true and complete application for your Account, and all documents that you have provided in support of your application and/or any KYC/AML checks are true electronic copies of valid and true documents;
- You are aware of the risks involved in dealing with digital assets generally, risks pertaining to your use of Services, including the risk of a total loss of Balance, and other risks as outlined in the Risk Disclosure available on the Cera Website;
- You are the sole authorized User of your account and have taken reasonable steps to prevent unauthorized access to your Account;
- You have not been previously banned, terminated or otherwise denied access to the Services by Cera or by any competent authority;
- You are not acting out under an alias, concealing your personal identity or representing any other persons besides your own;
- You are the beneficial owner of (or if you are acting as a trustee, the legal owner) of any Digital Asset subject to these Terms or you have the full authority to dispose and manage the Digital Assets for a legal entity (where you are in charge of a Corporate Account), and the Digital Assets you use to in connection with your Account are not direct or indirect proceeds of any criminal or fraudulent activity;
- You have not been convicted of any financial or financial-related crime by a proper court of law;
- You are not a resident or tax resident of such jurisdictions or regimes where the FATF imposes financial sanctions or requires compliance with the United Nations Security Council Resolutions (UNSCRs);
- You are not resident or a tax resident of, and do not otherwise have any relevant connection with, any jurisdiction which Cera identified in any manner as being subject to prohibitions or restrictions on accessing or using the Services;
- You are not from and do not have any relevant connection with any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use or exchange of Digital Assets is unlawful or restricted in any way; or requires licensing and registration or approval of any kind, whether for you as User or Cera as a provider of intermediary digital asset services to you;
- You are not subject to any economic sanctions programs administered or enforced by any relevant country, government or international body, including but not limited to: the US Department of the Treasury's Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the the British Virgin Islands Monetary Authority or the Monetary Authority of Singapore;
- You are not identified by the Office of Foreign Assets Control of the U.S. Department of the Treasury as a "Specially Designated National";
- You are not placed on the Denied Persons List by the U.S. Department of Commerce, Bureau of Industry;
- You are not acting on behalf of or representing any other natural person, legal person or legal entity, and are not acting for any benefit of any third parties unless you have obtained prior written consent to do so from us;
- You are compliant with all requirements of law applicable to you, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements.
- You are a self-directed investor who is individually responsible for determining the suitability of your investment decisions. You acknowledge that you utilise the Service at your own risk, including the investment and analytical tools we make available to you and that you are responsible for the investment decisions made by you. You confirm that you have opened an Account with us for the purposes of undertaking transactions in capital markets products.
- You recognise that numerous independent resources are available from which you can obtain information about issuers, securities, exchanges, industries, and any other factors that might influence a reasonable investment decision. You understand that all trades and orders placed through the Service are at your sole risk and responsibility. You alone are responsible for evaluating the merits and risks associated with the use of the Service. You are responsible to make your own independent investigation and assessment of each and every investment or Transaction, and all decisions with respect to investing in, holding or disposing of any investment or entering or determination not to enter into or values of securities fluctuate. You assume individual responsibility for determining the suitability of all investment decisions and strategies you make or implement.
- You have sufficient knowledge and sophistication to independently appraise and understand, and before acquiring an investment or entering into a Transaction, you will have fully understood the economic, legal, accounting and tax, merits, risks, characteristics, terms and conditions and consequences of the investment or Transaction.
- We are not responsible for the strategies, actions or inactions taken with respect to your Account. We are not responsible for the gains or losses you incur. The orders you place and instructions you give to us will be unsolicited. We, our employees, agents, and representatives are not authorised to give you investment advice, and any instructions you receive from us with respect to your Account will be limited to technical or administrative guidance. All investments and Transactions will be made or entered into solely upon and in reliance on your own judgment and discretion notwithstanding any opinions, commentary, observations, advice or recommendation that may be available on the Cera app, website, publication or elsewhere.
- We accept no responsibility with respect to any published statements and information contained in any prospectus, offering document or product documentation concerning any investments and that we make no representations or warranties, and accept no responsibility for
B. AML and KYC Requirements
Cera is committed to protecting our Users and has established Anti-Money Laundering (“AML”) and Know Your Client (“KYC”) policies and procedures under applicable AML regulations, guidelines, and rules. We are obligated to maintain, for a minimum of five years or more (as may be required under applicable laws), User records and transaction history, and other personal or corporate identification. Suspicious identities and/or unusual transactions and other certain circumstances might require Cera to report to the competent authorities any User or suspicious activity that might be indicative of any crime or illicit activity.
All Users registering for our Services shall adhere to applicable AML and KYC requirements. For Cera to remain compliant with the AML requirements that apply to Cera as a provider of Services, we will ask you to provide relevant information and documentation that we consider necessary to verify and confirm your personal information and take action deemed necessary based on the results of such verification. You also acknowledge that you will not be authorized to access Services or parts of Services until your KYC verification is completed and reaches a necessary verification level. Cera reserves the right to assign verification levels to Users based on the type of Service provided Balance of their Account, documents provided, and other criteria at our sole and absolute discretion. Based on such verification levels, Users may have different deposit/withdrawal limits and other rights and limitations applicable to their Account. Cera will determine verification levels and relevant criteria at its sole discretion and will post current information on the Platform. Inactive Users may have their verification levels downgraded by Cera. We may also gather information from third parties that may aid us in performing our AML/KYC assessments more effectively. After you have completed the requirements successfully, you are required to maintain the information associated with your Account on Cera, and you agree to update any personal information to reflect any changes that you previously provided and all relevant information by you to us is true, accurate and not misleading in any respect.
Cera may, at any time in our absolute and sole discretion, with or without cause and without notice to you, introduce additional eligibility criteria, revise the list of prohibited jurisdictions, refuse specific applications to open Accounts or use part or all of the Services, and/or terminate or suspend any Accounts, where Cera has determined that a potential or real breach may occur or has occurred of any provisions of the Terms, laws, regulations, or for any other reasons in its sole discretion. You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Services.
5. Service Availability
Whilst we use reasonable efforts to maintain the Service, we cannot guarantee that the Service will be available at all times. We do not warrant that:
- the Service will function uninterrupted, secure, or remain available at any particular time or location, or that the results that may be obtained from the use of the Service will be accurate or reliable;
- any errors or defects will be corrected;
- the Service is free of viruses or other harmful components;
- or the results of using the Service will meet your requirements.
6. Use of Service at Your Own Risk
We reserve the right, in our sole discretion and without any obligation, to modify, improve, discontinue, or correct any errors or omissions in any portion of the Service at any time.
All Data and Technology is provided “As Is,” “As Available” and “As Accessible”. You agree that you are using the Data and Technology entirely at your own risk. We make no representations or warranties, express or implied, regarding any such Data and Technology or any information or data transmitted over systems and networks provided as part of the Data and Technology, including, without limitation, any warranties regarding performance, accuracy, accessibility, completeness, timeliness, adequacy, merchantability, non-infringement, or fitness for a particular purpose. We and any third party providers that we may use for Data and Technology services shall not be responsible (individually nor collectively) for and shall have no liability to you, your affiliates, or any third party with respect to any of the Data and Technology, or for any inaccuracies, errors, omissions, losses of data or information, interruptions, delays or non-performance whether or not caused in whole or in part by their negligence or omission in such Data and Technology or arising in connection with the use thereof.
By using the Service, you agree that we are not responsible for any losses resulting from your use and acknowledge the following risks:
- internet or wireless access may be delayed or interrupted, or may be unavailable;
- data transmitted through the internet or wireless access may be intercepted by unauthorised persons;
- your failure to physically secure your electronic device or to protect your account can result in unauthorised access to your account(s);
- the accuracy, timeliness, security, reliability or completeness of data transmitted through the internet or wireless access cannot be guaranteed; and
- response times may be delayed by market volatility, volume, or systems capacity.
The Service may include news and information, commentary, interactive tools, securities symbols and quotes, research reports and data concerning the financial markets, securities and other subjects (collectively referred to as “Content”). Companies that are not affiliated with us may supply some of the Content. The source of all third party Content is clearly and prominently identified. We have not been involved in the preparation, adoption or editing of third party Content and we do not endorse or approve such Content. You must determine for yourself what reliance you should place on the information in such Content.
Content is provided for educational and illustration purposes only and are not substitutes for professional advice. All information provided is provided in good faith, we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information on the website, our Cera app or our associated social media pages.
These communications are not intended as an offer or solicitation to purchase or sell any of these securities, or any securities offered via the Cera app. Investing in securities carries risk, including the loss of principal. Past performance is not indicative of future returns, which may vary. If in doubt (with respect to this or any other aspect of the Service), please seek independent professional advice.
Certain tools published on the Service may provide general information and guidance based upon your personalized input. This information is backward looking and we aim to provide data sources and numbers for each tool. However, these projections are hypothetical in nature, are not guaranteed for accuracy or completeness, do not reflect actual investment results and are not guarantees of future results. The calculations generated by our tools do not take into consideration all costs, which may impact the results shown.
It is your sole responsibility to evaluate the merits and risks associated with the use of the tools before making any investment decisions. We are not responsible for any losses that occur from such investment decisions. You should rely on your own evaluation to assess the merits and risks of the investment.
In confirming an order through the Cera app, you represent that you are solely responsible for making your own independent assessment on the risks of the transaction. You represent that you have sufficient knowledge and have conducted diligence to make your own evaluation of the merits and risks of any transaction carried out on the Cera app.
When you use the Service, we may identify you by: your first name or last name and initial, your profile photo, your “member since” date; and other information that does not specifically identify you.
CONTENT AND TOOLS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND WE DO NOT MAKE ANY REPRESENTATIONS AS TO THE SUITABILITY OF THE CONTENT AND TOOLS FOR ANY PURPOSE, NOR TO ITS ACCURACY, TIMELINESS, COMPLETENESS, USEFULNESS OR NON-INFRINGEMENT. WE AND OUR PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES AND THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Quotes and Market Data
A third party not affiliated with us may provide us access to market data and quotes, from which we derive a price to be used alongside the Service. If market data and quotes are provided to you by a third party, your use of the market data and quotes will be governed by the terms and conditions imposed by such third party.
We may provide you information regarding the value of your share positions based on the share price at the close of the latest market day. The data is for informational purposes only and does not reflect the price you may receive if you sell your shares. You also acknowledge that the quotes, and information provided based on quotes, are obtained from sources that we believe to be reliable, but that we do not guarantee the accuracy and completeness of such quotes or information. You waive any claim that you might have against us or the quote provider related to the quotes or the quote-based information on the Service.
You represent and agree that the following statements are and will continue to be true for so long as you have access to the Service:
- you will not use any information or market data provided by a national securities exchange or association in connection with any professional or commercial activities, and you agree to notify us if you intend to do so and to pay any additional charges;
- you will not use the Service in conjunction with any business as a broker-dealer, investment advisor, futures commission merchant, commodities introducing broker, commodity trading advisor, member of a securities exchange or association or futures contract market, or an owner, partner or associated person of any of the foregoing; and
- if you are employed by a bank or insurance company (or an affiliate of either), you will not perform functions related to securities or commodity futures trading activity, except with respect to your Account(s) with us
9. Prohibited Uses
You may not:
- use the Service for any illegal purpose, or any other purpose not permitted in these Terms;
- use the Service or the Content or features for a commercial purpose;
- copy, distribute, transmit, export, duplicate, imitate, broadcast, display, sell, or exploit the Services (or any part of any of them) without our written permission;
- reverse-engineer, decompile, create derivative works of, modify, disrupt, otherwise tamper or disassemble the technology we use to provide the Service or otherwise attempt to obtain our source code;
- bypass, modify, decompile, reverse-engineer, disassemble, tamper with or circumvent any of the security features of the Service, including altering any digital rights management functionality of our Service;
- impersonate another person or entity, misrepresent your affiliation with a person or entity (including us), or use a false identity;
- use the login information of another person;
- assist or encourage any third party in engaging in any activity restricted by these Terms;
- use automated scripts to collect information from or otherwise interact with the Service;
- use our name or trademarks in any way that implies affiliation with, or an endorsement, sponsorship or approval by us without express written permission;
- remove or alter any copyright, trademark or other proprietary notice contained on the Service;
- engage in any activity that interferes with any third party’s ability to use or enjoy, or our ability to provide the Service;
- interfere with, disrupt, damage, limit or impair the Service or our servers through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
- “deep link” or frame, inline link or mirror any part of the Service without our written permission;
- engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation;
- create alternative servers for use with our Service;
- use or create software which automatically interacts with our Services, such that the level of user interaction required is less than would be required without that software;
- intercept or modify the communications between our Service and our servers;
- deliberately exploit any bugs you find in our Service;
- market, rent or lease the Service for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
- use the Service in a manner that may create a conflict of interest or undermine the purposes of the Service;
- provide or otherwise make available the Service (or any data made available to you in the provision of the Service) in whole or in part (including any object and source code), in any form to any person without prior written consent from us;
- modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit the Service in whole or in part except as expressly authorised by us in a separate written document; or
- remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Service.
In relation to your use of our Service, we may on occasion allow you to post comments, photos, videos, links or other materials to your profile page, or other parts of the Cera app. All comments, photos, videos, links or other materials that you submit, including linked material, must not be inappropriate, abusive or otherwise offensive, and must not contain, depict or involve (without limitation) any of the following: profanity or otherwise offensive language; nudity or pornographic material; derogatory characterisations of any ethnic, racial, gender, professional, age or religious groups; content that endorses or condones any illegal, inappropriate or risky activity or behaviour or any particular political agenda or message; any content that defames, misrepresents or contains disparaging remarks about other people, products or companies; content that endorses any form of hate or hate group; content that communicates message or images inconsistent with the positive images and/or goodwill to which Cera wishes to associate; or any other content that is or could be considered illegal, inappropriate, unsuitable or offensive, the suitably of which will all be as determined by Cera in its sole discretion. Similarly, all communications with us, whether by email, chat or verbal, in the normal course of your relationship with us, should also not be inappropriate, abusive or otherwise offensive. We reserve the right to block or delete any comment, photos, videos, links or other materials on your profile page, or other parts of the Cera app, which we, in our sole and absolute discretion, think are in contravention of this clause.
We reserve the right to change, cancel, close, suspend or restrict any account that you have created in association with the Service at any time, for engaging in any prohibited use listed above, for any reason or no reason, without notice to you.
You agree that if we disable access to your account, you may be prevented from accessing the Service, your account details, or any files or other Content related to your account. If we suspend, disable or close your account, you may not create another one without our express permission. The closing, suspension or restriction of an account does not affect obligations incurred before the account was closed.
10. Cera Accounts
Any person that meets the eligibility criteria outlined above may register a Cera Account free of charge through the official Cera mobile application available on the Google Play and Apple Store or the web application available on the Website. Cera may impose different conditions for using the Services for different types of Accounts, including withdrawal limits. Each individual User may register only one Account with Cera.
After successfully registering your Account, you will be permitted to use the Services provided to you by Cera, view your Balance, and use the Services, subject to limitations of certain Services that we may impose at our sole and absolute discretion. All communications between you and Cera shall take place through your Account or through the email you used when registering for an Account.
You agree and understand that certain Services may not be available if you do not have certain Eligible Digital Assets in your Account or a sufficient Balance. All activities conducted within your Account, as well as the security of your passwords, Safekeeping of Account information or any other codes required to access your Account and the Services, shall be your sole responsibility. Cera is not liable for any loss or compromise of your Account and personal information or for any loss or damages that may occur due to a compromise of your Account and confidential information. Any instructions we receive through your Account or through the email you used to register for an Account, even if you did not authorize them or if they were entered by mistake or are otherwise inaccurate, shall be treated by us as true and honest instruction and Cera cannot be held liable for following these instructions.
To verify the authenticity of any instruction we receive through your Account, we may require your signature or identification in any form we deem necessary, at our sole discretion, and we may accept digital images and electronic signatures for documents that need to be signed.
If for any reason, as a result of following your instructions or conducting any actions related to your Account, we incur claims, losses, costs, and damages, including reasonable attorneys’ fees, you agree to reimburse us these costs (and we are allowed to deduct any costs from the Account Balance).
When using your Account, you hereby agree and acknowledge that it is not a bank account, savings account, deposit account, checking account, investment account or any other type of asset account characterized as a banking product or service. We do not under any circumstances hold Digital Assets on your behalf as custody as part of any Services offered. All Digital Assets within your Account shall not suggest or establish any form of custody relation.
Cera reserves the right to suspend, terminate or limit your right to use your Account at any time at our sole discretion, including in case we have indications of a duplicate account or accounts created by the same User. You agree that Cera shall not be held liable to you for any loss or damages resulting from such suspension or limitation. Accounts may be deactivated and/or deleted by Cera with or without a prior notice to Users following six months of inactivity (no login by User to his/her Account). See Section 15 for more information.
Cera reserves the right to seek remedy and take any action that it may be entitled to by law or equity in case of suspicion of any illicit activities involving you and/or your Account; such as the misuse of the Services, misleading information by you, fraudulent activities, money laundering, and/or other criminal activities.
B. Privacy and Disclosure of Cera Account Information
11. Account Balance
Your Balance will be displayed in your Account on our Platform. It shall reflect (a) the total amount of Digital Assets associated with the Account that you have deposited through Cera (principal deposit); and (b) the total amount of rewards, winnings, bonuses or any other Digital Assets added to the principal deposit on the basis of you engaging in Cera Services.
Depositing additional Digital Assets through your Account can be completed by transferring Eligible Digital Assets to the provided Virtual Wallet Address within the Cera app. In transferring Digital Assets to your Account, you assume sole responsibility to ascertain that all Digital Assets are Eligible Digital Assets under these Terms and that all transfers to be made to your Account are addressed to the precise Virtual Wallet Address associated with your Account as provided to you by Cera within the Platform and the Services. Cera reserves the right to change the incoming addresses for the Eligible Digital Assets offered on the Platform.
Cera reserves the right to return any Digital Assets and eligible Rewards (if any) and/or reject any transaction at your expense. Cera shall not be liable to you for any loss incurred when transferring Digital Assets and may not be able to assist you in retrieving them.
12. Eligible Digital Assets
Cera shall provide a list of Eligible Digital Assets on our Platform. In our sole discretion, we may add/or remove certain Digital Assets from time to time. Any Digital Asset(s) removed shall no longer be available to be used in connection with our Services. Such Digital Assets that have been removed may, under certain circumstances, be removed immediately without prior notice. All Digital Assets that cease to exist in our Services shall no longer generate Rewards or be able to be used in conjunction with our Services and no longer qualify as an Eligible Digital Asset for a certain group of Users or all Users at our sole discretion. It is your own responsibility to monitor your Account and eligibility of the Digital Assets deposited through your Account and to timely withdraw any Digital Assets that were removed from the list of Eligible Digital Assets.
You may request a complete or partial withdrawal of Digital Assets within the Account Balance through your Account at any time. Cera initiates the withdrawal process following a withdrawal request and will typically require up to forty-eight (48) hours after such withdrawal request to process the withdrawal. However, there may be instances where the withdrawal process can take up to seven (7) days after a withdrawal request, even in times of normal operations.
Users can make withdrawal requests via their Account. Each withdrawal request will require specific details of the wallet to which you wish to transfer your Digital Assets. Limits on withdrawal amounts and/or frequency of withdrawals and withdrawal requests may change from time to time based on legal, regulatory, AML, security, market, liquidity and/or other considerations. Our policies and procedures may require Users to complete additional security and/or compliance checks for the withdrawal request to be approved.
Every withdrawal request shall be deemed pending until accepted by Cera. Cera may reject a withdrawal request or delay the processing of an approved request for any reasonable amount of time, including, but not limited to, insufficient Digital Assets in the User’s Account, inaccurate or misleading information provided by the User, any doubt or suspicion of money laundering and/or other financial crime(s) related to the User Account, liquidity concerns, market volatility or any other events or circumstances that in our opinion threaten the integrity and/or liquidity of the Platform. In these circumstances, Cera may impose a temporary or permanent suspension of all deposits and/or withdrawal requests affecting all or part of User Account Balances. Cera shall not be held responsible or liable for any loss or damage of any kind incurred by the User as a result of their withdrawal request being suspended or in case of suspension of the withdrawals or withdrawal requests across the Platform applicable to all Users. Withdrawal fees may apply as published on the Platform.
Any information provided by you to Cera that is inaccurate, misleading or incomplete may result in your Digital Assets becoming permanently lost. Cera shall not be held liable for any loss resulting from inaccurate, misleading or incomplete information that the User provided for such transfers. Cera shall not be liable in any instances where the information provided by the User to Cera resulted in a delay or failure of a requested withdrawal.
For the avoidance of doubt, any withdrawals of Digital Assets shall be in-kind (i.e., in the same type of Eligible Digital Assets deposited by you, but not the actual same Digital Assets originally transferred by you). In case of liquidity concerns or market volatility, your withdrawal request may be settled in an equivalent of another type of Eligible Digital Asset.
14. Ownership of Digital Assets
By depositing Digital Assets through your Account, you hereby represent and warrant to Cera that such Digital Assets shall at all times be owned by you and/or full permission has been granted to you to execute any transactions using such Digital Assets without restriction or limitation and that all use of Cera and the Services by you is solely for your own benefit and account, or for the benefit and account of the entity of which you are an Authorized Representative. Furthermore, you represent and warrant that there are no claims, liens, indebtedness or third-party interests on all such Digital Assets deposited through your Account.
By depositing the Digital Assets through their Account, Users grant all rights of possession over such Digital Assets to Cera in order to enable Cera to deliver the Services as outlined below.
Cera POSSESSES AND DISPOSES OF DIGITAL ASSETS TRANSFERRED THROUGH OUR PLATFORM AS PART OF THE INTERMEDIARY SERVICES IN ITS OWN ACCORD UNDER THE TERMS HEREIN. Cera DOES NOT KEEP OR RETAIN ALL DIGITAL ASSETS DEPOSITED THROUGH THE PLATFORM IN ITS POSSESSION OR OWNERSHIP, EXCEPT FOR A FRACTION OF DIGITAL ASSETS THAT ARE KEPT IN THE OPERATIONAL VAULTS OF Cera, TO FACILITATE QUICK WITHDRAWALS AND OTHER ASSOCIATED SERVICES, AND TO ENHANCE USER EXPERIENCE WITH THE PLATFORM. Cera DETERMINES THE OPERATIONAL VAULT VOLUME AT ITS SOLE AND ABSOLUTE DISCRETION.
Your Account and your use of any of our Services under these Terms do not imply or create a fiduciary, custody or trust relationship between you and Cera. Your Account is not a checking, savings, deposit or any other type of asset account characterized as a banking product or service, it is not an investment contract, security or transferable and may not be traded, exchanged, transferred or sold to any third party under any circumstances. The Digital Assets deposited through your Account are not legal tender and are not insured by any governmental insurance plan. Subject to our sole and absolute discretion, your Digital Assets may be commingled and placed with VGPs in our efforts to bring you the Services and generate value. On your behalf and as an intermediary, Cera may engage in lending, selling, rehypothecating, investing, pledging, exchanging, as well as initiating any other deals and transactions with the Digital Assets deposited through your Account, with our best efforts to create value for Users and impede losses.
15. Consent to Cera’s Use of Digital Assets
By registering for a Cera Account, using the Services, and depositing Digital Assets through your Account for the duration of the period of you using the Services, you explicitly grant Cera as an intermediary, subject to these Terms and applicable laws, all rights of possession over your Digital Assets for the purpose of lending, rehypothecation, pledging, or otherwise transferring any amount of such Digital Assets, separately or together with Digital Assets of other Users, in order for Cera to render the Services to you. You agree and acknowledge the following with respect to your Digital Assets deposited through your Account:
- Cera may receive compensation in administering your Digital as an intermediary to which you have no claim or entitlement;
- Cera may place Digital Assets deposited through your Account to and/or with such other facilities or third parties as Cera considers appropriate, separately or together with other property;
- You will not be able to exercise certain rights of ownership over the Digital Assets for the period that they are deposited through the Account that you might otherwise have had before;
- You may not have any legal remedies or rights in connection with Cera’s obligations to you as an intermediary and may not regain or recover possession of your Digital Assets deposited through your Account, including in the event that VGPs with which Cera places your Digital Assets as part of the Services are unable to honor its obligations before Cera, as well as other events stipulated in these Terms and the Risk Disclosure.
16. Hard Forks
Any blockchain may undergo software updates from time to time, resulting in a permanent divergence in the blockchain (a “Hard Fork”). The result is that such a blockchain will split into two separate and distinct blockchains, and any Digital Asset on that original blockchain may entitle its holders to a new type of Digital Asset (the “New Currency”). The support of any New Currency within the Platform is solely at the discretion of Cera. Unless otherwise announced in writing by Cera, Cera shall not support any New Currencies (“Unsupported Currencies”), whereby all impacted Accounts shall be denominated in the legacy Digital Asset, and rewards, if any, shall accrue in the legacy Digital Asset. The User agrees that Cera assumes no responsibility whatsoever with respect to those Unsupported Currencies and the User shall not be able to recover the Unsupported Currencies from Cera.
In the event of a Hard Fork or other network disruption, Cera may not be able to support activity related to your Digital Asset, and; the transactions may not be completed, completed partially, incorrectly completed or substantially delayed. Cera is not responsible for any loss incurred by you caused in whole or in part, directly or indirectly, by a Hard Fork or other network disruption. Cera may, at its sole discretion, support the New Currency and discontinue its support of the legacy Digital Asset. In such an event, Users are advised to withdraw the applicable Digital Assets from their Account prior to the date of the Hard Fork. Cera is not obligated in any way to monitor or maintain balances of New Currency issued to holders of the applicable Digital Assets upon a Hard Fork, or to credit Users for the value of such New Currency. In the event a User wishes to receive New Currency issued upon a Hard Fork, the User is advised to withdraw the applicable Digital Assets from their Account prior to the date of the Hard Fork. Cera shall make all determinations regarding Hard Forks in its sole and absolute discretion and in accordance with applicable laws.
17. Service Activity Statements
Cera and its Services shall endeavor to create and maintain a log of records of your activities related to the use of the Services. However, it is your sole responsibility to immediately review and notify Cera of any discrepancies, unauthorized logins, irregularities, or errors concerning the log of records of your use of the Services.
18. Deactivate a Cera Account
A. Cera’s Right to Cera Account Deactivation
Cera reserves the right to deactivate your Account if deemed necessary at any time, with or without cause and with or without any advance notice to you, including blocking your access to the Platform and the Services.
In case of suspension, termination, deactivation, and or/deletion of your Account at our discretion without cause any remaining Balance shall be returned by Cera to the Virtual Wallet Address provided by the user, save for any fees arising out of such return.
Cera may withhold Digital Assets or any other assets in your Account in a holding vault indefinitely in the event of irregular transactions, activities or errors for an unlimited amount of time as required by law, including but not limited to legal action and under a request of any government authorities.
Cera may be required by law to turn over any Digital Assets in Accounts that have been unclaimed or abandoned to the jurisdiction of the User's last known residence. According to each jurisdiction, escheatment may vary, it is the Users responsibility to determine the applicability of such laws in your place of residence.
Cera reserves the right on any unclaimed or abandoned Accounts and Digital Assets, including using those abandoned Digital Assets to collect any administrative payments, charges, or fees that Cera incurred or may incur in connection with that particular account. All Accounts, in whole or in part, are not transferable or assignable.
You agree that we shall not be liable to you due to or by reason of our termination of your right to use the Services or the automatic termination of your right to use your Account in accordance with these Terms.
B. Your Right to Deactivate Your Cera Account
You may deactivate your Account within the Cera App. Before deactivating your Account, be sure to withdraw your Digital Assets from your Account. When your Account has been deactivated, you acknowledge and agree that we reserve the right to any remaining Balance from your Cera Account to be used at our sole discretion and to delete all of your information if necessary and shall not be liable to you for any information deleted. After Account deactivation and the termination of access to our Services, you shall immediately discontinue the use of Cera Services. It is imperative that these Terms, all legal obligations herein, and any such other agreements between Cera and you governing your use of Services will not in any way be affected by the deactivation of your Account and that any agreement shall continue to be in effect in accordance with these Terms.
19. Liability for Unauthorized Transfers
You must notify Cera immediately if you discover any suspicious activity or transactions, unauthorized logins, or if you suspect or know that your Account has been used by an unauthorized person. YOU AGREE THAT YOU ARE RESPONSIBLE FOR MAINTAINING THE SECURITY AND CONFIDENTIALITY OF YOUR LOGIN AND PASSWORD, AND YOU ACCEPT ALL RISKS ASSOCIATED WITH UNAUTHORIZED ACCESS AND USE OF YOUR ACCOUNT.
20. Trade Orders
Unless you specifically direct otherwise, you authorise us to execute any order for your Account on any exchange or market. Placing an order on the Cera app does not guarantee that it can be executed, and we are not responsible if an order cannot be executed according to your instructions. We are not responsible for unexecuted orders due to communication failures. The Cera app employs automated systems to route customers’ Transactions.
Once you have placed an order online, there is no guarantee that we will honor a subsequent request to cancel or modify that order. We are not liable to you if we do not cancel or modify an order placed by you or on your behalf. You should note that during market hours, it may be impossible to cancel your order, as orders may be subject to immediate execution. An order is only cancelled when you receive a cancellation confirmation.
You authorise us and/or our partners to report any dividends paid or sales proceeds in your Account to the relevant tax regulators in accordance with Applicable Law.
21. Market Data
You understand and agree that you are accessing all Market Data available on the Cera app as a non-professional subscriber and will only use such data for personal and/or nonbusiness use.
For the purposes of this Agreement, “Market Data” includes, without limitation: (a) last sale information and quotation information relating to securities (b) bond, equity last sale and quotation information, index and other market information; and (c) all information that derives from any such information.
22. Conflict/Disputes Involving Your Cera Account/turn
We are not liable to you for errors that may result in a financial loss to you. We may take any action that is authorized or permitted by these Terms or applicable laws without liability to you, even if such action causes you to incur fees, expenses or damages. If third parties make claims on your Account, if we receive conflicting instructions from you, or if we become involved in or concerned about a dispute between you and any third party, we reserve the right to react in ways that we believe in good faith to be appropriate, including by closing, suspending or freezing your Account, delivering the Digital Assets available therein to you or any third party, or interpleading assets to the court, all as we reasonably deem appropriate under the circumstances.
You are liable for all expenses and fees we incur for such conflicts or disputes, including internal costs and attorneys’ fees, and we may charge or deduct them directly from your Account Balance.
We are not responsible for delays or losses incurred as a result of an error in the initiation of any transaction and have no obligation to assist in the remediation of such transactions. By initiating any transfer or using Cera’s Services in any way, you attest that you are transacting in an Eligible Digital Asset which conforms to the particular Virtual Wallet and/or blockchain network into which assets are directed. For example, if you select an Ethereum Virtual Wallet Address to receive assets. You shall be solely responsible for ensuring that you initiate a transfer of Ethereum alone and not any other currency such as Bitcoin or Ethereum Classic or any other blockchain network. Cera incurs no obligation whatsoever with regard to non-Eligible Digital Assets deposited through Cera or for Eligible Digital Assets sent to an incompatible Virtual Wallet Address or blockchain network. Erroneously transmitted assets from any users may be permanently lost. We recommend that Users deposit a small amount of Digital Assets as a test before initiating a transfer of a significant amount of Digital Assets.
23. Legal Process Affecting Cera Account
Cera may refuse to permit the withdrawal or transfers from your Account if any legal action is brought against or in connection with your Account by any competent authority in any jurisdiction until all legal proceedings have been satisfied. Cera reserves the right, regardless of the terms of any legal proceedings against you, to have the first claim to any or all assets in your Account. Any legal proceedings shall not be contested by Cera on your behalf and, without liability to you, we may take actions to comply with the law provided that we reasonably believe any such action is appropriate. Cera may charge your Account without prior notice for any expenses and fees accrued from any legal proceedings in connection with your Account. If any levy or garnishment has been placed against your Account, we have the right to setoff any security interest.
24. Indemnification and Limitation of Liability
You agree to indemnify and hold harmless Cera, its affiliates, subsidiaries, parent companies, contractors, licensors, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of the Services or conduct in connection with the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulations of any jurisdiction or rights of any third party during your use of the Services. If you are obligated to indemnify the Indemnified Parties, pursuant to this Section, we shall have the right, in our sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.
To the maximum extent permitted by applicable law, in no event shall the Indemnified Parties be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, property information, revenue or profits, whether it be for business or financial benefit) arising out of or in connection with the access and use of any Services, any performance or nonperformance of the Services or any other product, Services or other items provided by or on behalf of Cera whether under contract, statute, strict liability or other theory, except to the extent of a final judicial determination that such damages were a result of the gross negligence, fraud, willful misconduct or intentional violation of the law.
Cera and other Indemnified Parties are not liable to you for claims, costs, losses, or damages of any kind as outlined above if Cera or other Indemnified Parties are unable to provide any of the Services to you due to:
- Reasons attributable to the User;
- Reasons attributable to actions or inaction of any third party,
- Reasons attributable to VGPs with whom your Digital Assets are placed and that are or were unable to honor their obligations before Cera;
- Delays in service provision due to regular and unplanned maintenance, as well as other related events impacting the network;
- Tampering, unauthorized access or use of any server or database, and the use and/or abuse of information contained therein, including hacking, viruses, bugs, trojan horses or of the like that may affect the Platform;
- Money laundering or other financial crime impacting your Account or the Platform;
- Liquidity concerns, market volatility or any other events or circumstances that, in our opinion, threaten the integrity and liquidity of the Platform;
- Characteristics of Digital Assets, including technical limitations or defects inherent to the digital asset issuance management system;
- Transactions or other dealings between Users or between a User and a third party;
- Natural disasters or force majeure events.
Cera is not responsible for the use of any Services provided for free (where Cera does not generate revenue from providing the particular type of Service to the User) unless otherwise specified in the relevant laws and regulations.
Except for any setoff permitted by applicable law and Section 12 of these Terms, any obligations of ours may be satisfied solely from the assets of Cera. Without limiting the generality of the foregoing, in no event shall you have any recourse with respect to our obligations, to or against any assets of any person or entity other than Cera, including, without limitation, any User, shareholder, affiliate, parent entity, subsidiary, investor, employee, officer, director, agent or advisor of Cera. For the avoidance of doubt, the foregoing shall not limit any setoff permitted by applicable law and Section 12 of these Terms.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE LIABILITY OF Cera OR OTHER INDEMNIFIED PARTIES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF Cera WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF REVENUE THAT Cera OBTAINED IN CONNECTION WITH RENDERING THE SERVICES TO A PARTICULAR USER IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
The conditions, limitations, and indemnification in these Terms confer benefits on Cera and all other Indemnified Parties.
25. Disclaimer of Warranty
Cera AND THE INDEMNIFIED PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY THEREOF. INDEMNIFIED PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT OR ANY OTHER INFORMATION CONVEYED TO ANY USER, FOR ERRORS, MISTAKES OR OMISSIONS THEREIN, OR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. TO THE FULLEST EXTENT PERMITTED BY LAW, AS A USER, YOU AGREE THAT YOU USE THE SERVICES AND ANY CONTENT AT YOUR OWN RISK. INDEMNIFIED PARTIES DO NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE OR THAT THE SERVICE AND ANY CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO INDEMNIFIED PARTIES SHALL BE RESPONSIBLE FOR THOSE COSTS. THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ANY OF THE INDEMNIFIED PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICES AND ANY CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. Cera AND ANY OTHER INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES WHICH MAY INCUR AS A RESULT OF ANY DELAY IN THE PROVISION OF THE SERVICES.
26. Governing Law and Jurisdiction
27. Disputes, Binding Arbitration, Class Actions, and Class Arbitrations Waiver
The terms of this Section shall apply to all disputes between you and Cera. For the purposes of this Section, “Dispute” shall mean any dispute, claim or action between you and Cera arising out of, under or relating to your Account, the Cera platform, these Terms, or any other transaction involving you and Cera, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.
If any dispute arises under these Terms that is not settled promptly in the ordinary course of business, Cera and the User (“Parties”) shall seek to resolve any such dispute between them by negotiating promptly with each other in good faith. If the Parties cannot resolve the dispute within 30 business days (or any such period as the Parties shall otherwise agree) through negotiations, then any such dispute shall be submitted to mediation per the provisions below.
Any dispute or difference between the Parties not settled by negotiations shall be referred to mediation at the British Virgin Islands in accordance with its then-current Mediation Rules.
If the mediation is abandoned by the mediator or is otherwise concluded without the dispute or difference being resolved, then such dispute or difference shall be referred to and finally resolved by arbitration administered by the the British Virgin Islands under the Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the British Virgin Islands law. The seat of arbitration shall be the British Virgin Islands. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
D. Waiver of Class Actions and Class Arbitrations
YOU AND Cera AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING, INCLUDING CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THESE TERMS, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND Cera AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.
28. Intellectual Property Rights
The contents and design of the Website, logos, trademarks, the Services and any material accessed by you on the Platform, Website and/or Cera and the Services is copyright of Cera and its licensors. You may not use or reproduce or allow anyone to use or reproduce any trademarks (such as Cera name and logo or other trade names appearing on the Site or any Digital Application) for any reason without written permission from Cera. The software and Platform that operates the Website and all the Services are proprietary software and you may not use it except as expressly allowed under these Terms. You may not copy, reverse engineer, modify or otherwise deal with the software.
Failure or delay to enforce any of the terms or conditions of these Terms shall not constitute a waiver, relinquishment or modification of any of our rights of any such terms or conditions or any other terms or conditions. If we somehow are deemed to have waived any of our rights or have delayed the exercise of our rights, you are still responsible for any or all Obligations required by you to us under these Terms.
If we delay any exercise of our rights, or if notwithstanding the foregoing Cera somehow is deemed to have waived any of our rights, you are still obligated to pay us Obligations you may owe us, remove any violation of these Terms and/or otherwise follow our instructions (as applicable). Any delay or waiver of our rights applies only to the specific instance in which we decide to delay or waive the provision and does not affect our other or subsequent rights in any way.
You are responsible for your tax obligation arising from your use of the Services. It is your responsibility to determine what kind of filing or reporting is required of you by the competent tax authority, which taxes and to what extent you are obliged to pay, and which tax exemptions you are eligible to. Cera shall not be required to compensate you for your tax obligation or advise you in relation to your tax issues. Notwithstanding the foregoing, Cera may make any tax withholdings or filings that we are required to do by law. Cera does not and is not intended to provide trade, investment, legal or tax advice.
Consult a professional for advice regarding your specific situation.
33. Fairness and Reasonableness
You confirm that you have had the opportunity to seek independent legal advice relating to all the matters provided for in these Terms and agree that there shall be no presumption that any ambiguity in the Terms should be construed against Cera solely as a result of the role of Cera in the drafting of the Terms, and that the provisions of these Terms and all documents entered into pursuant to the Terms are fair and reasonable.