TERMS & CONDITIONS OF EARN PROGRAM

THIS IS AN IMPORTANT DOCUMENT. PLEASE READ IT CAREFULLY.

These Terms constitute the terms and conditions for the provision and use of the earn feature of our app offered by Smpl Global Limited (the “Earn Wallet”).

These Terms, together with each set of applicable platforms’ conditions apply to the provision and use of and each electronic form or contract executed by users of the Earn Wallet (“Users”). These Terms will govern your use of the Earn Wallet, and you should therefore take some time to read this document carefully.

IMPORTANT NOTICE

ACCESSING, PURCHASING OR USING THE EARN WALLET MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND USERS ACTIVITIES MAY BE SUBJECT TO LEGAL INVESTMENT LAWS AND REGULATIONS OR REVIEW OR REGULATION BY CERTAIN AUTHORITIES.

NONE OF THE EARN WALLET OR EARN PROGRAMS MAY BE ACCESSED OR USED BY OR OTHERWISE OFFERED, SOLD, DELIVERED OR TRANSFERRED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY U.S. PERSONS AS SUCH TERMS ARE DEFINED IN REGULATIONS UNDER THE SECURITIES ACT OR TO ANY U.S. CITIZENS (AS DEFINED IN 8 U.S.C. SUBCHAPTER III) OR ANY U.S. PERSONS (AS DEFINED IN 17 C.F.R S230.902(K).

NOT FOR RESIDENTS OF THE UNITED STATES OR ANY JURISDICTION WHERE OUR SERVICES ARE NOT OFFERED SUBJECT TO CHANGE FROM TIME TO TIME WITHOUT NOTICE. YOU SHOULD UNDERSTAND THAT DEALING WITH VIRTUAL CURRENCIES CARRIES SIGNIFICANT RISK: THEY MAY BE SUBJECT TO LARGE SWINGS IN VALUE AND MAY EVEN BECOME ABSOLUTELY WORTHLESS. SMPL GLOBAL LIMITED DOES NOT PROVIDE ANY ADVICE ON THE SERVICES OFFERED AT THIS WEBSITE OR MOBILE APP. EDUCATE YOURSELF ON THE RISKS ASSOCIATED THEREUPON, AND SEEK ADVICE FROM AN INDEPENDENT FINANCIAL AND/OR TAX PROFESSIONAL BEFORE USING ANY PRODUCTS THIS RISK DISCLAIMER EXTENDS TO ALL EARN PRODUCTS.

PRIOR TO ACCESSING OR USING THE EARN WALLET OR EARN PROGRAMS YOU MUST INFORM YOURSELF OF AND OBSERVE ANY RESTRICTIONS APPLICABLE TO YOU. A FAILURE TO COMPLY WITH APPLICABLE RESTRICTIONS MAY CONSTITUTE A VIOLATION BY YOU OF THE LAWS AND REGULATIONS IN YOUR JURISDICTION THE EARN PROGRAM IS CONDUCTED BY SMPL GLOBAL LIMITED AND OFFERED TO USERS OF SIMPLE WEBSITE OR APP. SIMPLE EUROPE UAB ACTS MERELY AS A FACILITATOR AND INTRODUCER OF WEBSITE USERS TO SMPL GLOBAL LIMITED FOR THE USE OF THE SAID FETURE.

 

These Terms of Service (“Terms”) apply to the transfer of digital assets (“Crypto Assets”) into the Earn Wallet at the sole discretion of the website or mobile app User and are offered by SMPL GLOBAL LIMITED. A SEYCHELLES COMPANY REGISTERED AT HOUSE OF FRANCIS, ROOM 303, ILE DU PORT, MAHE, SEYCHELLES BY REGISTRATION NUMBER 239007  (hereinafter referred to as “SMPL”). Any User must agree with these Terms and enter into an Agreement (as defined in Article 4.4) with SMPL directly in order to be able to transfer Crypto Assets to their Earn Wallet which is a gateway to different Earn Programs.

No fiat currency will be accepted by SMPL on the Earn Wallet.

Subject to the conditions set out in these Terms, the Earn Wallet is a gateway to decentralized platforms which allow for the execution of the Earn services and/or which operate a centralized platform which allows for the execution of the Earn services that will accept Crypto Assets from the User in exchange of a for earnings dependent on performance of SMPL offers no advice or guarantees and from which the users sole discretion and choice for Earn programs is with their expressed consent and choice. As to which Earn Programs they enter into and is calculated on the basis of the Crypto Assets transferred to the Earn Wallet and as defined in these Terms.

As a User you confirm that you understand and agree that, by agreeing to these Terms and transferring Crypto Assets into the Earn Wallet, he/she is about to enter into an Agreement (as defined in Article 4.4) with SMPL.

2. REGISTRATION FOR PARTICIPATION

2.1 The following information would need to be provided for Users to open an Earn Wallet.

2.2. The Earn Wallet is solely available for the Users having successfully passed a know-your-customer due diligence process (“KYC Process”) with SMPL or with any of the Technology Providers which are interfaced with the Earn Wallet operated by SMPL.

2.3. Users act on their own behalf and at their sole risk and shall comply with the criteria listed below. Therefore, the User represents and warrants that he/she:

(a) Is at least eighteen (18) years old or of legal age to enter into a binding contract;

(b) Has the right, authority and capacity to agree to these Terms applicable to him/her on his/her behalf;

(c) Has been duly informed of the risks related to the placement of his/her Crypto Assets into SMPL Earn Wallet;

(d) Is not a citizen or resident of the US, or any US territory;

(e) Is no a citizen or resident of North Korea, Iran or any other country that is under FATF/US/UN/EU/OFAC sanctions or deemed very high risk;

(f) Access and use of the Earn Wallet is NOT restricted in his/her country of residence;

(g) Must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of SMPL Earn Wallet;

(h) Understands that he/she may be exposed to a loss which can be a result of the undesirable performance of the Crypto Assets placed into SMPL Earn Wallet;

(i) Has regular access to the internet and he/she has provided a valid email address which can be used for any communication between SMPL and the User;

(j) Conducts himself/herself in a civil manner in all interactions with SMPL.

(k) Will not hold SMPL liable for any losses that occurred due to depreciation of value of the underlying Crypto Asset.

Should the User not fulfil these conditions, the User shall immediately refrain from using SMPL Wallet. In any event, SMPL reserves the right to refuse the Earn Wallet to any User at any time.

3. TECHNOLOGY PROVIDERS

3.1. The User acknowledges and accepts that the platforms, websites or mobile app that are interfaced with the Earn Wallet are only technology providers and do not offer the Earn Wallet to Users on their own behalf at any point in time, nor are they responsible for any loss of Crypto Assets, including gains, by User (“Technology Provider(s)”).

3.2. The User expressly waives any right or claim against Technology Providers that are interfaced with the Earn Wallet and/or exploiting platforms, websites or applications that are interfaced with the Earn Wallet.

4. AGREEMENT

4.1. Estimation and Subscription: Upon clicking “Continue”, the User receives an estimation of the potential earnings which can be generated from the Earn Programs if an Agreement (as defined in Article 4.4) is entered into with SMPL. The potential earnings are adjusted daily at the Cut-off Time. The earnings are paid out in the Crypto Assets placed in the Earn Wallet. Two types of earnings are available: flexible (with partial or full withdrawal of crypto assets) and freeze (only full withdrawal of crypto assets).

4.2. Transfer of Crypto Assets: By clicking the “Confirm” button, the User accepts to transfer Crypto Assets to the Earn Wallet in order to receive earnings from Earn Programs offered by SMPL gateway (“Earn”).

4.3. Risks: The User acknowledges and accepts that the risks related to the Earn Wallet and/or the Earn Programs are disclosed in Article 8 hereunder and accepts to bear these risks by transferring Crypto Assets to the Earn Wallet.

4.4. Agreement: By transferring Crypto Assets to SMPL’s Earn Wallet, the User agrees to enter into an Agreement with SMPL at the conditions set forth in the estimation received from SMPL, being specified that the Earn will be variable as specified in Article 4.6 below (“Agreement”).

4.5. There is a minimum deposit amount of 10 USDT (or equivalent in another crypto currency). The User has discretion to increase or decrease the amount of Crypto Asset(s) within the Earn Wallet at any time.

4.6. Earn as APY: The Earn is calculated as an annual percentage earning (“APY”). Even if the rate of the Earn is based on an annual-rate basis, the Earn rate is subject to daily adjustment by SMPL. The Earn on the Earn Wallet shall be variable, set SMPL’s discretion and may change without prior notice. APY may change on a daily basis based on the Earn update delivered by SMPL at the Cut-off Time. The published APY reflects the percentage rate on a daily basis.

4.7. Earn Wallet: in order to collect the Earning, Users shall open a Earn Wallet with SMPL.

4.8. Earn payment: SMPL undertakes to pay your Earn to your SMPL Wallet through a daily accumulation of the Interest to your Earn Wallet. SMPL will credit your SMPL Wallet with the daily return earned at the Cut-off Time (as defined in Article 4.10 hereunder).

All earnings will be paid in the same type of Crypto Assets which are held on the Earn Wallet. Any Earn payment shall be rounded to non-integer, rational numbers to the sub-cent, which is the smallest possible decimal. The User gets Earnings based on the amount of Crypto Assets available in the Earn Wallet at the Cut-off time.

4.9. Restrictions on Earn payment: If, for any regulatory or legal reason, SMPL is limited in the Earn it may offer the Users (or if SMPL is completely restricted from paying any Earn to the User whatsoever), the Earn to which the User shall be entitled will be limited accordingly, without any possibility for Users to claim for any unpaid Earn against SMPL.

4.10. Cut-off time: refers to a cut-off period of every twenty four (24) hours. A transfer of Crypto Assets should be completed to the Earn Wallet before the next cut-off period of twenty four (24) hours, in order to qualify for the next day’s Earn accrual. Earn shall begin to accrue every twenty four (24) hours (“Cut-off Time”). In other cases a transfer of Crypto Assets should be completed within one month.

4.11. SMPL does not engage in any banking activity or act itself as a custodian. The Earn Wallet with SMPL is not a bank account, a deposit account or a trust or custody account.

5. EARN PROGRAMS

5.1. Earn Programs: User acknowledges and accepts that the generation of the Earn depends on the performance of third-party Earn Programs.

5.2. Placement of Crypto Assets: The User expressly accepts that SMPL may transfer your Crypto Assets into the Earn Wallet to other Earn Programs in order to generate the Earn.

5.3. Allocations: The User expressly accepts that SMPL may use external companies to assist with or perform the allocation of Crypto Assets and to make decisions regarding the percentage of Crypto Assets allocated to various Earn Programs.

5.4. Risks: The User accepts the risk related to the placement of his/her Crypto Assets by SMPL to Earn Programs as disclosed in Article 8 hereunder and shall only hold SMPL liable for any losses which are solely attributable to fraud and/or gross negligence of SMPL.

6. TOP UP

6.1. The User is entitled to increase the amount of Crypto Assets inside the Earn Wallet at any point in time. The earnings will start to accrue on the Earn Wallet as from the next Cut-off Time after the Crypto Assets have been transferred into the Earn Wallet.

6.2 Increasing the amount of Crypto Assets may be possible if any set limits have not been reached. Topping up may impact the estimated APY of the underlying Earn program.

7. WITHDRAWAL

7.1. The User may carry out a withdrawal from the Earn Wallet at any point in time (except for the freeze earnings) by entering the amount that he/she intends to withdraw (“Withdrawal Amount”).

7.2. The Withdrawal Amount will be transferred to the designated public address within seventy two (72) hours. The Withdrawal Amount shall be confirmed and deducted from the Earn Wallet before the next Cut-off Time. The User understands and agrees that the withdrawal may in some instances take several hours or days to be transferred into the designated external public address.

7.3. The Agreement entered into between the User and SMPL is concluded after all Crypto Assets including any accrued Earn have been fully withdrawn from the Earn Wallet. The conditions of the Agreement will cease to apply and a new agreement (as per Article 4.4 above) becomes reinstated when the User transfers Crypto Assets back to the Earn Wallet.

8. RISKS

8.1. The Risks associated with the use of the Earn Wallet are outlined in these Terms. The User confirms that he/she has read and understood these risks and understands that he/she alone bears the risks and the responsibility to use the Earn Wallet notwithstanding the disclosure of these risks.

(i) Crypto Assets are relatively new products and technologies. In addition, a significant proportion of demand for Crypto Assets is generated by speculators seeking returns based on price volatility. As a result, Crypto Assets are highly susceptible to a wide range of external factors which may have a disproportionately negative impact on the value of such Crypto Assets as compared with traditional assets. This applies also to Earn Programs issuing Crypto Assets.

(ii) Crypto Assets are not legal tender, and are not backed by a central bank, government or, other legal entities. This may increase price volatility of such Crypto Assets and expose investors to a heightened risk of loss which may include the entire value of their investment in a Crypto Asset.

(iii) Legislative and regulatory changes or actions, both domestically and internationally, may adversely affect the use, transfer, exchange and value of Crypto Assets, including with respect to Technology Providers, Earn Programs, Earn Wallets.

(iv) Regulation of blockchain networks, Technology Providers, Earn Programs, Earn Wallets and/or other Platforms and/or Crypto Assets is nascent, but is likely to evolve significantly. The form of regulatory evolution is uncertain and may vary significantly across jurisdictions. New laws and regulations may inhibit the development and growth of blockchain networks, Technology Providers, Earn Programs, Earn Wallets and/or Platforms and the adoption and use of Crypto Assets which may have a material adverse impact on the value and liquidity of Crypto Assets and/or on the viability of Technology Providers, Earn Programs, Earn Wallets and/or Platforms.

(v) Blockchain networks underlying Crypto Assets may face governance issues and may “fork” (as described below under the heading “Risks associated with forking”) or be subject to governance problems or 51% attacks, and SMPL may not support the forked asset promptly or at all. The occurrence of a fork would result in multiple versions of the blockchain network running in parallel, but with each version of Crypto Asset lacking interchangeability which may negatively impact the value and liquidity of such Crypto Asset and/or of Earn Programs. Other risks associated with market manipulation or fraud related to crypto assets and blockchain. This includes but is not limited to pump and dump schemes, rug pulls, Ponzi schemes, and possibility of stablecoin de pegging.

(vi) Transactions in Crypto Assets are irreversible, and accordingly, losses due to fraudulent, hacked or accidental transactions will not be recoverable. This also occurs when your Crypto Assets are transferred to Earn Programs, Earn Wallets and/or Platforms.

(vii) Crypto Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you, or any other person, initiate the transaction.

(viii) Crypto Assets in a given address are controlled by the private key of the holder of the address. If the private key is compromised or lost, the Crypto Assets in that address may be stolen or lost and otherwise unrecoverable. This also applies when your Crypto Assets are transferred to Earn Programs, Earn Wallets and/or Platforms.

(ix) Crypto Assets, Earn Wallets and/or smart contracts of Earn Programs generally rely on source code which may contain flaws, bugs, defects or inconsistencies which could compromise the predictability, usability, functionality, stability and security of Crypto Assets, Earn Wallets and/or Earn Programs. In addition, source code modifications or updates may lead to unexpected or unintended outcomes which may adversely affect the utility or functionality of the Earn Wallet, Earn Programs or the Earn Assets.

(x) SMPL does not own or control the underlying software protocols of networks that govern the operation of Crypto Assets, the Earn Wallet or the Earn Programs. The underlying protocols are open source, and anyone can use, copy, modify, and distribute them.

SMPLis not responsible for the operation of the underlying network protocols of Earn Wallet and/or Earn Programs, and makes no guarantees regarding their security, functionality, or availability.

(xi) The nature of Crypto Assets, Earn Wallet and/or Earn Programs may lead to increased risk of fraud or cyberattack and may mean that technological difficulties experienced by Earn Program(s) may prevent access to, or use of, your Crypto Assets. Blockchain networks and/or the Earn Wallet and/or the Earn Programs may be the target of malicious attacks seeking to identify and exploit weaknesses in the software, including through the introduction of weaknesses and bugs into core infrastructure of the network and open source code which may result in the loss or theft of Crypto Assets.

(xii) The tax treatment of Crypto Assets and/or Earnings may be uncertain and may result in adverse tax consequences. The use of Crypto Assets and/or Earnings to make purchases may expose users to tax consequences that would not have resulted had their purchases been made in a fiat currency and the purchase and use of Crypto Assets and/or Earnings may have adverse tax consequences including withholding tax, income taxes and tax reporting requirements. Users must seek their own tax advice.

RISKS ASSOCIATED WITH EARN WALLET

Technological Risks. The User acknowledges that Crypto Assets using blockchain-based solutions and/or Earn Wallet and/or Earn Program(s) networks and protocols may involve serious technological risks, including risks of hacks. SMPL has no control over, and makes no representations regarding the value of Crypto Assets based on blockchain-based solutions and/or Earn Program(s), their security, their underlying software or smart contracts and/or their networks or protocols.

Risks associated with forking: Crypto Assets using blockchain-based solutions are subject to changes in protocol rules, governance issues and forks may materially affect the value, function, or name of the Crypto Assets based on blockchain solutions. The User acknowledges and agrees (i) that SMPL is not responsible for operation of the underlying protocols or smart contracts and that SMPL makes no guarantee of their functionality, security, or availability; and (ii) if a fork occurs with respect to a Crypto Asset, SMPL may temporarily or permanently suspend its availability in the Earn Wallet, and SMPL may configure or reconfigure its services or decide not to support the forked protocol entirely;

Legal Risks: The regulatory status of the Crypto Assets using blockchain-based solutions and/or Earn Wallet and/or Earn Program(s) is currently ambiguous. It is possible that in the future, certain laws, regulations, policies or rules relating to the Crypto Assets using blockchain-based solutions or blockchain technology and/or Earn Wallet and/or Earn Program(s) and/or Technology Providers may directly or indirectly affect or restrict the provision of the Earn Wallet by SMPL. The most significant areas of legislation and regulation for SMPL refer especially, but not only, to financial laws, banking regulations, collective investment scheme regulations and/or data protection regulations in the event that significant legal risks occur SMPL will have the expressed right to transfer your account and/or Earn Program and/or Earn Wallet to any legal entity of its choice which will allow continued service and non-disruption to the Earn Program or your use of the Earn Wallet;

Reputational Risks: SMPL’s reputation is important for its ability to market its services and to secure new customers. SMPL’s success is largely attributable to its reputation as a leading and reliable provider of a broad range of products and services. Although SMPL closely monitors the quality of its services, the Earn Wallet and/or Earn Program(s) it gives access to, there can be no assurances that SMPL will be able to protect its business against damages to its reputation especially, but not only, vis-à-vis customers and potential customers. Failure to protect and build SMPL’s reputation or brand could have an adverse effect on SMPL’s business, operational results, financial condition and/or Earn Program(s) and the general performance of SMPL, the Earn Wallet and/or Earn Program(s);

Risks of Force Majeure event: SMPL shall not be liable for any delay, error, interruption or failure to perform any obligation and/or execution of orders, where the delay or failure is directly or indirectly resulting from any cause beyond our control, including but not limited to; (i) act of war or threat of war; or (ii) riots, civil strife, or terrorist activity; or (iii) industrial disputes, natural or nuclear disasters; or (iv) fire, airport closures, bad weather conditions; or (v) interruption or failure of a utility service including lack of electricity; or (vi) the acts of any local or national government such as an imposition of economic sanctions; or (vii) cyber-terrorism, cyber-attacks, hacking, bugs; or (viii) nuclear disaster or explosion; or (ix) any epidemic or pandemic; or (x) acts of god or any other natural disasters outside human control; or (xi) global communications and other network error which may impede or restrict exact processing or transfer of data; or (xii) instances where the possibility to carry out the Earn Wallet are materially and adversely affected under the Terms, even though all reasonable precautions, due care and reasonable alternative measures to avoid these instances have been taken to diminish the inability to perform such Earn Wallet;

Financial Risk: Whenever there is an activity involving potential Earnings, there is an inherent risk which arises from compounding products. The following risks, without limitation, need to be highlighted:

Cash flow risk: The risk that SMPL’s available funds will not be sufficient to meet its financial obligations;

Currency risk: The risk that arises from the change in price of Crypto Assets from one Crypto Asset to another Crypto Asset, particularly when there is a shortage or limited liquidity on any of the involved Crypto Asset;

Earning risk: Changes in earnings affect the financial position of SMPL and/or the User and how the value varies due to changes in earnings.

Company risk: The risk to each party of a contract that they will not live up to its contractual obligations;

Market risk: The risk of a User experiencing losses due to factors that affect the overall performance of the markets in which he or she is involved;

Economical risk: The risk that the smart contract or the network is exploited or controlled by some participants which execute it in a way which was not contemplated in the first place.

The materialization of any of these risks can result in the suspension of the provision of the Earn Wallet and/or the returning of the Crypto Assets to you.

RISKS ASSOCIATED WITH EARN PROGRAMS

Risks associated with Earn Programs: SMPL does not own or control any Earn Programs' wallets or smart contracts or underlying software through which blockchain networks are formed and Crypto Assets are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By transferring your Crypto Assets to the earn Wallet pursuant to these Terms, you understand and agree that SMPL is not responsible for the security and/or operation of the underlying software of the Earn Programs and networks that support Crypto Assets and that SMPL makes no guarantee of functionality, security, or availability of such software and networks and/or Crypto Assets;

Technological risk related to Earn Programs: Although SMPL takes precautionary measures to protect against cyber threats or hack when placing the Crypto Assets into Earn Programs, circumstances may arise where losses or damages incur since Earn Programs are based on smart contracts. Earn Programs may be hacked and/or controlled by hackers which may take control over Crypto Assets transferred to Earn Programs and/or be subject to economical risks or risk of control of some badly intentioned participants to the network. If this happens, Earn Programs will not be in a position to refund all the Users;

Last update of these T&C: 29.02.2024