1) Interpretation

1.1 Definitions

Unless the context otherwise requires, the following capitalized words and expressions used in this Agreement shall have the meanings set out below:

Account means a Member's account with the Issuer.

Burn Address has the meaning given in Clause 5.2.3.

Downtime has the meaning given in Clause 6.2.

DRAM means a smart contract that is issued as an ERC-20 token by the Issuer.

DRAM Contractual Documentation means each of the agreements and documents relating to the subscription and redemption of DRAM, including the Subscription Form and Redemption Form.

DRAM-Related Services means the services provided by the Issuer in relation to the Account and the issuance and redemption of DRAM.

Indemnified Parties has the meaning given in Clause 8.1.1.

Issuer means DRAM Trust, a trust constituted under and governed by a trust deed entered into by Fiduserve Secretaries HK Limited as the trustee.

Losses has the meaning given in Clause 8.1.1.

Member means a User who registers an Account with the Issuer to use the Site, any DRAM, or any DRAM-Related Services. 

Platform means the online software platform operated by the Tech Provider for the issuance and redemption of DRAM.

Prescribed Value has the meaning given in Clause 3.1.1.

Processing Fee means a fee of not more than 2% of the redemption amount as determined by the Trustee in its absolute discretion upon each redemption of DRAM, taking into account various factors as deemed appropriate by the Trustee.

Redemption Form means the form of agreement to redeem DRAM as prescribed by the Issuer from time to time.

Security Procedures has the meaning given in Clause 4.2.2.

Site means any website managed by the Issuer with domains ending with dram.net.

Subscription Form means the form of agreement to subscribe for DRAM as prescribed by the Issuer from time to time.

Tech Provider means Distributed Technologies Research Limited, a company established in the Abu Dhabi Global Market (ADGM), or such other person as may be appointed pursuant to the trust deed of the Issuer.

User means someone who accesses, views or uses the Site, DRAM or DRAM-Related Services in any way

1.2 Rules of Interpretation

In this Agreement:

a. any reference to "you" and "your" shall refer to an User and/or a Member, and any reference to "we”, "us", "our" and "ours" shall refer to the Issuer;

b. any reference to a "party" to this Agreement includes the successors and assigns (immediate or otherwise) of that party;

c. the words "including" and "include" shall mean including without limitation and include without limitation, respectively;

d. any reference imparting a gender includes the other genders;

e. unless otherwise specified, any word imparting the singular number includes the plural and vice versa;

f. any reference to a time of day is to Hong Kong time;

g. any reference to "US$" is to United States Dollars and any reference to "AED” is to United Arab Emirates Dirham;

h. any reference to "writing" includes typing, printing, lithography, photography, facsimile and email;

i. any reference to a document or an agreement is to that document or agreement as amended, varied or novated from time to time otherwise than in breach of this Agreement or that document or agreement;

j. any reference to "Clause" is a reference to a clause of this Agreement;

k. any reference to "this Agreement" shall mean this agreement as amended or modified from time to time; and

l. the headings do not affect the interpretation of this Agreement.

2) Scope 

2.1 Intent to be Bound;  Consideration

2.1.1 This Agreement is a legal contract between you and the Issuer.  You should treat it as any other legal contract by reading its provisions carefully, as they will affect your legal rights.  By using or accessing the Site, DRAM or DRAM-Related Services in any manner, you are deemed to have read, understood and agreed to be bound by all of the terms contained in this Agreement.  You may not pick and choose which terms apply to you.  If you do not agree with any or all of the terms in this Agreement, you must cease all access and use of the Site, DRAM and DRAM-Related Services.  

2.1.2 In consideration of your agreement to all of the terms in this Agreement, you are permitted to access and use the Site, DRAM and any of the DRAM-Related Services.  You agree that such consideration is adequate and is received upon your accessing, viewing or using any part of the Site, DRAM and/or DRAM-Related Services.

2.1.3 Nothing in this Agreement is intended to create any enforcement rights by third parties.  If you do not understand all of the terms and conditions in this Agreement, you should consult with a professional legal advisor before accessing or using the Site, DRAM and/or any of the DRAM-Related Services.

2.2 Eligibility

2.2.1 If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to access or use the Site, DRAM and any of DRAM-Related Services.  

2.2.2 By continuing to access or use the Site, you indicate that you are 18 years of age or older or have the legal capacity to enter legally binding contracts under applicable laws.  Misrepresentation of your age to use DRAM or gain access to any of DRAM-Related Services is a breach of this Agreement.

2.3 Electronic Signature; Acceptance

2.3.1 You manifest your agreement to this Agreement and the DRAM Contractual Documentation by taking any act demonstrating your assent thereto.  You are required to click a checkbox adjacent to and associated with the words "I agree" or some similar language to accept this Agreement.  If you click any link, button or other device provided to you in any part of the Site's interface, then you have legally agreed to all of the terms in this Agreement.  Additionally, by using any part of the Site, DRAM or DRAM-Related Services in any manner, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms and conditions in this Agreement.  

2.3.2 Even if you fail to indicate your agreement to this Agreement, you understand and agree that you are still bound by the terms and conditions of this Agreement and the DRAM Contractual Documentation, as applicable, by virtue of your accessing or viewing the Site or using any of the Site, DRAM or DRAM-Related Services.

2.3.3 By your use of any of the Site, DRAM or DRAM-Related Services, you represent that such use is legal in your local jurisdiction, and you agree that you will not use the Site, DRAM or any of the DRAM-Related Services if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen.

2.4 Amendments to this Agreement

2.4.1 From time to time, we may revise this Agreement and/or the DRAM Contractual Documentation.  We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right.  Your continued access to or use of the Site, DRAM or any of the DRAM-Related Services shall be deemed acceptance of the then current terms and conditions of this Agreement.  You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting on the Site.  Any revised version supersedes any prior versions immediately upon posting on the Site, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and explicitly states that the prior version (or portions thereof) will remain in effect.  If you do not wish to be bound by the revised terms of this Agreement or any of the DRAM Contractual Documentation, your sole recourse will be to cease access and use of the Site, DRAM and any of the DRAM-Related Services and, where applicable, close your Account.

2.4.2 We agree that if we make any material changes (as determined in our discretion) to this Agreement or any of the DRAM Contractual Documentation, as applicable, we will provide a written notification regarding the material changes, which may include posting the updated version of this Agreement on the Site.  The updated version of this Agreement will include a new "last modified" date at the top of this Agreement in order to identify the then-currently applicable Terms.  Following the provision of such notice, you must re-review this Agreement in order to ensure that you understand how your rights and responsibilities may have been affected by the updated Agreement.

2.4.3 It is your responsibility to review the Site, this Agreement and the DRAM Contractual Documentation on a regular basis.  

3) DRAM 

3.1 General

3.1.1 DRAM is a smart contract that is issued as an ERC-20 token by and is intended to be used as a "stablecoin".  Each DRAM will be subscribed for and redeemed at a value of 3.6725 AED (subject to adjustments arising from splits, airdrops, consolidation and such other circumstances as determined by the Issuer in good faith) ("Prescribed Value") less (on redemption) any applicable Processing Fee, subject to the availability of the assets that are held by the Issuer.  The payment obligation on redemption is backed by assets held by the Issuer.  DRAM is not designed to create returns or profits for holders, increase in value, or otherwise accrue financial benefit to the Members or holders of DRAM.

3.1.2 DRAM is not, nor is it intended to be used as, money or legal tender and is not security or monetary instrument. 

3.1.3 As an ER-C20 token on the Ethereum public blockchain, DRAM is only compatible with third-party software that supports ERC-20 tokens.

3.2 Forks

3.2.1 You understand, acknowledge and agree that the underlying operating rules of the blockchain may change from time to time in such a way as to result in more than one related version of Ethereum (each instance of any such change, a "Fork").  If a Fork occurs, it will result in the creation of a new branch of the blockchain.  The Issuer will evaluate all forks and make a determination, based on a number of factors, to support DRAM on one, and only one, of the Forks.  As a result, in the event of a Fork, only the DRAM on the particular blockchain that the Issuer determines as being supported by the Issuer are DRAM and any other DRAM will not be supported.

3.2.2 If a Fork occurs, you understand, acknowledge and agree that we may temporarily suspend the operations of the Platform.

3.2.3 The Issuer is under no obligation to support any particular blockchain, any forked version of any particular blockchain or any DRAM resulting from a fork of a blockchain.  Where a blockchain on which DRAM are issued is forked, the Issuer may elect to suspend DRAM-Related Services temporarily or for an extended period of time on little or no notice.  The Issuer will determine, in its sole discretion, whether to support a particular fork of a blockchain or whether to cease support for all version of a particular blockchain.  Where the Issuer determines to cease support for a particular blockchain, you will take any and all actions reasonably necessary to effectuate the migration of your DRAM to a supported blockchain identified by the Issuer.  The Issuer assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your DRAM to another blockchain identified by the Issuer.

3.2.4 The Issuer assumes no liability or responsibility whatsoever for any losses or other issues that might arise from the Issuer electing to support or not support a particular blockchain, any forked version of any particular blockchain or any DRAM resulting from a fork of a blockchain.

3.3 Freezes and Seizures

3.3.1 The Issuer has the ability and the right to freeze and upgrade all DRAM tokens (on an aggregate basis), regardless of where DRAM is being held.  The Issuer will make commercially reasonable efforts to provide prior notice of any material freeze or upgrade and inform holders of DRAM of the reasons and consequences of such freeze and/or upgrade.  The Issuer will make commercially reasonable efforts to use the freeze and/or upgrade feature only under limited circumstances. 

3.3.2 Notwithstanding Clause 3.3.1, the Issuer may freeze, temporarily or permanently, your use of, and access to, DRAM with or without advance notice.  The Issuer will only freeze your DRAM (a) if required to do so by law, specifically when the Issuer receives a formal legal directive from a regulator, judicial body, law enforcement agency, or other legal entity having jurisdiction over the Issuer, (b) pursuant to a formal notification by a partner of the Issuer according to previously agreed contractual terms, or (c) as deemed necessary by the Issuer in its sole discretion.  For the avoidance of doubt, legal directives include court-ordered subpoenas, national security letters, and formal written directives from a regulator with oversight over the Issuer.

3.3.3 Your DRAM may be subject to seizure or forfeiture by formal written legal directive from a regulator, judicial body, law enforcement agency, or other legal entity having jurisdiction over the Issuer, the Issuer may freeze your use of, and access to, DRAM and take such action as appropriate to comply with the legal process in respect thereof.  

3.3.4 If we determine after investigation that any of your DRAM have been used, or are being used, for any illegal (or sanctioned) activity, we may not permit you to redeem your DRAM for fiat currency and, if presented for redemption, we may freeze, temporarily or permanently, your use of, and access to, DRAM, until such time as they may be disposed of or otherwise handled as required by law.  

3.3.5 Any DRAM that are subject to freeze, seizure, forfeiture or similar limitation on their use imposed by law may become wholly and permanently unrecoverable and unusable, and in appropriate circumstances, may be destroyed.  

3.3.6 By using DRAM, you agree that we may take the actions set forth above and that we will not be liable to you therefor.

4) Accounts

4.1 Account Opening and Related Compliance Procedures

4.1.1 In order to use and access to DRAM and/or DRAM-Related Services, you must register an Account and become a Member.  

4.1.2 You will be asked to provide certain registration details and information that identify each person who opens an account, including your name, address, date of birth, tax identification number and other information that will allow us to identify you.  We may also ask for documents to verify your identity or any information provided.

4.1.3 We refer to the information that we collect about your identity as "Registration Data".  In connection with opening the Account, you may also be required to disclose certain third-party account information to us, including, without limitation, your bank account number for the subscription and redemption of DRAM, your ERC-20 compatible wallet address for our issuance of DRAM and related information.

4.1.4 In addition, at any time before or after your Account has been opened, you may be requested to provide other information and documents pursuant to our compliance program, policies and applicable laws, including, if necessary, information and documents that will enable us to report your tax information and documents to the relevant authorities and to comply with the applicable anti-money laundering laws and regulations.  If you fail to reply promptly to any request from us, or if your fail to provide the relevant information or documents or the responses are otherwise unsatisfactory, we may refuse to open an Account or close or suspend your Account.

4.1.5 You agree to provide true, accurate, current and complete responses to our information requests, and you further agree to maintain and promptly update the information you have provided us, including the Registration Data, your contact information and any responses to requests from our compliance team, to keep it true, accurate, current and complete at all times while you are a Member.  If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use and access to DRAM and/or DRAM-Related Services, as applicable, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution.  We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use and access to DRAM and/or DRAM-Related Services, as applicable.  You are responsible for any fees and expenses that the Issuer incurs with respect to your Account as a result of any of the foregoing.

4.1.6 You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your bank (or other financial institution) account, and to take any action we deem necessary based on the results.

4.1.7 While we use reasonable efforts to protect your Registration Data from inadvertent release or misappropriation, we are not responsible for the intentional or criminal acts of third parties such as hackers or "phishers".

4.2 Account Security

4.2.1 You are responsible for any and all activities conducted through your Account and validated by us using the Security Procedures, as described below, notwithstanding that such activities were not authorized by you.  By using DRAM and DRAM-Related Services, you agree that the Security Procedures described in this Agreement are commercially reasonable for the size, amount and frequency of your transactions.  You further agree that the Security Procedures described in this Agreement are used to verify the authenticity of your orders or other instructions, but not to detect errors in any order or other instruction you transmit.

4.2.2 In order to log into your Account, you will be required to provide your Member name and password, as well as an auto-generated verification code that is sent to your device, which we refer to as "2FA"; provided that Members accessing the Account via an application programming interface or "API" connection will be validated solely by API key (collectively, "Security Procedures").  In some cases, in our sole discretion, we may require additional verbal or electronic confirmation of a transaction prior to processing such transaction.

4.2.3 You are responsible for maintaining the security and confidentiality of your Member name, password, 2FA device, as applicable.  You agree to notify us immediately of any unauthorized use of your member name, password, 2FA device or API key as well as of any other breach of security.  If you choose to install and use a 2FA application on a device on which the operating system has been tampered with in any way, you do so at your own risk.  2FA applications are provided by third parties, and we do not take any responsibility for such third-party applications.

4.2.4 While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorized use of your Account, and we will not be liable for any loss that you may incur as a result of someone accessing your Account, either with or without your knowledge.  We disclaim any and all liability arising from fraudulent entry and use of DRAM and/or any of the DRAM-Related Services (including, but not limited to, liabilities arising from unauthorized activity undertaken through your Account).  If someone fraudulently obtains access to your Account, we will take such action as we determine to be warranted, including without limitation, terminating your access and/or membership immediately, closing the Account, and taking all necessary and appropriate actions under applicable international, federal, state, provincial and local laws.

4.2.5 PLEASE NOTE THAT WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL OR TELEPHONE, TO DISCLOSE YOUR ACCOUNT PASSWORD.  PASSWORD INQUIRIES WILL ONLY BE CONDUCTED ONLINE AND ONLY AFTER YOU HAVE SIGNED ONTO THE SITE.  WE WILL NEVER SEND YOU EMBEDDED LINKS IN AN EMAIL REQUESTING THAT YOU SIGN ONTO THE SITE BY CLICKING SUCH A LINK.  IF YOU RECEIVE AN EMBEDDED LINK BY EMAIL CLAIMING TO BE FROM US, YOU SHOULD NOT OPEN IT OR CLICK ON THE LINK.  THE EMAIL IS NOT FROM US AND IS LIKELY FRAUDULENT. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.

4.3 Transfers and Third Party Access 

You may not transfer, lease, assign or sell your Account (or any use thereof) (including by operation of law or otherwise) to a third party without the consent of the Issuer.  In addition, you may not grant any person access to your Account except as expressly permitted by the Issuer.

4.4 Statement of Account

4.4.1 A statement of your Account, including the number of DRAM issued and/or redeemed and/or Processing Fee, as applicable, may be accessed in electronic format for viewing online at the applicable Site page in your Account.  The Issuer uses commercially reasonable efforts to ensure that the information contained in your Account statements is accurate and reliable; however, because the information is provided real-time, errors may occur.

4.4.2 If you believe that your statement of Account contains any errors, please notify us immediately of such error, along with any additional information concerning the error.  If we do not hear from you within three (3) days after the electronic posting to your Account, the information contained in the statement will be deemed accepted by you and will no longer be subject to challenge.

4.5 Closing Your Account

You may close your Account by providing written notice to us, and upon receipt of such notice, a hold will be placed on your Account to allow any then pending DRAM subscription and redemption transactions to clear.  After notifying us of your desire to close your Account, we may terminate your ability to subscribe for and redeem DRAM through your Account.  Closing your Account will not affect any rights and obligations incurred prior to the date of Account closure.

4.6 Suspension, Termination and Investigation of Your Membership and Account

4.6.1 Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion, to block access to or to suspend, close or terminate your Account, refuse to let you subscribe for or redeem your DRAM, and freeze or seize DRAM, at any time, with or without advance notice, if:

a) we believe, in our sole and absolute discretion, that you have breached any terms and conditions of this Agreement;

b) you engage in abusive behavior, as determined in our sole and absolute discretion;

c) we are unable to verify or authenticate any information you provide to us;

d) we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our Users, Members or us;

e) we have reasonable suspicion that you are directly or indirectly using our Site, DRAM or DRAM-Related Services in violation of applicable law or regulation, or this Agreement;

f) we are directed to do so by law enforcement, regulatory authority or court order;

g) we are required to do so by applicable law or regulation;

h) your Account is subject to pending litigation, investigation or governmental proceeding;

i) we believe that someone is attempting to gain unauthorized access to your Account;

j) we believe there is unusual activity in your Account;

k) the Account has not been accessed for more than one (1) year; or

l) for any other reason in our sole and absolute discretion.

4.6.2 We may discontinue the Site, DRAM or any DRAM-Related Services at any time, with or without notice to you.

4.6.3 We are not responsible for any loss to you resulting from the suspension or closing of your Account for any of the reasons listed above, including your violation of this Agreement or from any government seizure or forfeiture.  You agree that neither the Issuer nor any third party acting on our behalf shall be liable to you for any termination of your access to or use of any part of the Site, DRAM or any of the DRAM-Related Services in accordance with this Agreement.

4.6.4 DRAM may be subject to seizure or forfeiture if the Issuer is instructed to seize such DRAM by formal written legal directive from a regulator, judicial body, law enforcement agency, or other legal entity having jurisdiction over the Issuer.  If DRAMs are subject to such seizure or forfeiture, the Issuer may freeze your use of, and access to, DRAM or Account and take such action as appropriate to comply with the legal process in respect thereof.

4.6.5 You agree that if your access to the Account is terminated by us, you will not attempt to regain access to the Site, DRAM or any of the DRAM-Related Services, using the same or different username or other attempted identification, without our prior written consent.

4.6.6 If we terminate your Account pending a subscription or redemption order, subject to applicable laws, we will return the funds for the subscription or DRAM for the redemption to you, less the value of any damages to which we are entitled pursuant to this Agreement, subject to applicable law.  You authorize us to return your funds or DRAM (less damages to which we are entitled) respectively to any bank account or ERC-20 compatible wallet address linked to your Account, unless otherwise required by law.  If you have not previously provided banking details, you agree to provide banking details to us within seven (7) calendar days of receiving notice of the closure so that we may remit your balance to you.  If you have not previously provided wallet details, you agree to provide us with a ERC-20 compatible wallet address within seven (7) calendar days of receiving notice of the closure so that we may remit the remaining DRAM to you.  

4.6.7 You agree and understand that we have the right to immediately investigate your Account, if we suspect, in our sole discretion, that you and/or any such account has committed a conduct violation or otherwise been engaged in prohibited use or suspicious activity.

4.6.8 You further agree and understand that we have the right to immediately investigate your Account, if:

a) we are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;

b) the Account is subject to any pending litigation, investigation, or governmental proceeding;

c) the Account is the property of a sanctioned person;

d) the Account was used to facilitate a ransomware payment; or

e) the Account has not been accessed for more than one (1) year.

4..6.9 We may, in our sole discretion, give written notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.

4.6.10 You agree and understand that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this Agreement.  You agree and understand that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this Agreement, nor refuse to comply with any request made pursuant to this Agreement.

5) SUBSCRIPTION FOR AND REDEMPTION OF DRAM 

5.1 Subscription for DRAM

5.1.1 After your Account has been created, you may apply to subscribe for DRAM at the Prescribed Value, subject to the minimum subscription amount below, by completing and submitting a Subscription Form on the Platform.  DRAM may  be subscribed for in funds denominated in AED or such other fiat currency the Issuer may agree from time to time generally or for any particular subscription.

5.1.2 Prior to the submission of the Subscription Form on the Platform, you will be required to review the following information: the amount for the subscription, the designated bank account with respect to the transfer of the fiat currencies for the subscription and the designated ERC-20 compatible wallet address to which the DRAM will be sent with respect to the issuance.  Once the issuance of DRAM has been executed and the appropriate funds have been transferred to the Issuer, the transaction may not be reversible.  The Issuer is not responsible for the accuracy of the information relating to the designated bank account and ERC-20 compatible wallet address provided.

5.1.3 Upon submission of the Subscription Form on the Platform, the Issuer may request you to provide other information and documents pursuant to our compliance program, policies and applicable laws, including, if necessary, information and documents that will enable us to report your tax information and documents to the relevant authorities and to comply with our obligations on anti-money laundering under the applicable laws and regulations.  If you fail to reply promptly to any request from us, or if your fail to provide the relevant information or documents or the responses are otherwise unsatisfactory, we may decline your subscription application.

5.1.4 Upon our satisfaction of all relevant compliance checks and our receipt of your funds and validation that they are from a bank account that is in your name and owned by you, we will issue DRAM to your designated ERC-20 compatible wallet address.  If the funds do not originate from a bank account that is in your name or owned by you, the subscription application will be rejected and returned immediately.  Transfer times are subject to bank holidays, the internal processes and jurisdiction of your bank, and the internal processes of our banks.

5.1.5 You represent and warrant that all funds that you transfer to us do not represent the proceeds of any criminal or fraudulent activity.  If we reasonably determine that you are not the owner of the funds that are transferred to us, we reserve the right to dispose of those funds in accordance with applicable law and in our sole discretion.

5.1.6 The Issuer may require a minimum amount or number of DRAM for subscription, which may be updated from time to time.

5.1.7 Notwithstanding any provision in this Agreement, the Issuer may decline any subscription application in whole or in part in its absolute discretion.  No interest shall be payable on any funds returned to you in respect of rejected subscription applications.  All subscription applications, once submitted on the Platform, are irrevocable.

5.2 Redemptions

5.2.1 In order to redeem DRAM for fiat currency through the Platform, you must have an Account and request for redemption by completing and submitting a Redemption Form on the Platform.  DRAM may only be redeemed at the Prescribed Value and proceeds of such redemption will be paid in AED.

5.2.2 Prior to the submission of the Redemption Form on the Platform, you will be required to review the following information: the amount for the redemption, the designated bank account with respect to the transfer of the fiat currencies for the redemption and the designated ERC-20 compatible wallet address to which the DRAM will be sent to the Burn Address.  The Issuer is not responsible for the accuracy of the information relating to the designated bank account and ERC-20 compatible wallet address provided.

5.2.3 Upon submission of the Redemption Form on the Platform, the Issuer may request you to provide other information and documents pursuant to our compliance program, policies and applicable laws, including, if necessary, information and documents that will enable us to report your tax information and documents to the relevant authorities and to comply with our obligations on anti-money laundering under the applicable laws and regulations.  If you fail to reply promptly to any request from us, or if your fail to provide the relevant information or documents or the responses are unsatisfactory, we may decline your redemption application.  

5.2.4 Once you have submitted the Redemption Form on the Platform, you will be required to send the DRAM that is the subject of the redemption to the designated redemption wallet address of the Issuer ("Burn Wallet").  Upon our satisfaction of all relevant compliance checks and our receipt of the relevant DRAM in the Burn Wallet, the Issuer will transfer the redemption proceeds to the designated bank account as specified in the Redemption Form.  

5.2.5 We will only transfer redemption proceeds to the bank account that is in your name and owned by you.  If the designated bank account is not in your name or owned by you, the redemption order will be rejected and DRAM will be returned to the designated ERC-20 compatible wallet address to which the DRAM was sent immediately.  Transfer times are subject to bank holidays, the internal processes and jurisdiction of your bank, and the internal processes of our banks.

5.2.6 All DRAM will be rounded down to the nearest AED fulus at redemption.

5.2.7 The Issuer may require a minimum amount for redemption, which may be updated from time to time, equal to the minimum wire fee charged by your bank for the transaction. 

5.2.8 Once a redemption request has passed compliance checks, it will be processed according to the redemption schedule.

5.2.9 The Issuer reserves the right to cancel or nullify orders in the event that the redemption order contains a bug, mistake, or an actual or suspected breach of this Agreement.

5.2.10 Notwithstanding any provision in this Agreement, the Issuer may decline any redemption request in whole or in part in its absolute discretion.  No interest shall be payable on any funds returned to you in respect of rejected redemption requests.  All redemption requests, once submitted on the Platform, are irrevocable..

5.3 Fees

5.3.1 The Issuer may deduct the following from any amount paid to a redeeming Member:

a) the Processing Fee;

b) any amount of tax (or reasonable estimate of it by the Issuer in its sole discretion);

c) any other amount owed by such holder to the Issuer or any other person; or

d) any amount anticipated tax which such Member is or is expected to be primarily liable to pay. 

5.3.2 We reserve the right to change or modify our fee structure or increase any of our fees at any time and from time to time.  Any such changes, modifications or increases will be effective upon posting on our Site, subject to any requirement under applicable law to provide additional notice.  Your first use of your Account following the posting on the Site of any changes to the fees will constitute your acceptance of such changes.  If you do not agree to the posted changes, you may close your Account as provided in this Agreement.

6) Usage of site and platform

6.1 The Platform

6.1.1 The Platform is an online platform that allows Members to subscribe for and redeem DRAM from the Issuer pursuant to the terms and conditions of this Agreement.

6.1.2 The Tech Provider may prescribe additional terms and conditions for Members to use the Platform.  By agreeing to this Agreement, as a Member, you agree to be bound by, in addition to this Agreement, any DRAM Contractual Documentation, including the additional terms and conditions for the use of the Platform.

6.1.3 Only verified Members may subscribe for DRAM or redeem DRAM from us.  The Issuer may refuse to issue DRAM, or redeem DRAM, in the event of the occurrence of any of the circumstances described in Clause 4.6 including, without limitation, where we believe that the issuance or redemption of DRAM would be contrary to applicable law or would otherwise expose us to legal liability. 

6.2 Service Interruption 

From time to time due to technological factors, scheduled software updates and the performance of other maintenance, as well as factors beyond or within our control, the Site, DRAM or other DRAM-Related Services may be temporarily interrupted ("Downtime").  Information on scheduled maintenance windows can be found on our Site.  Open orders and/or exchanges will be held during Downtime and processed normally following Downtime.  Following any Downtime, market conditions and prices may differ significantly from conditions and prices prior to such Downtime.

6.3 Notifications and Communications 

We reserve the right to send electronic mail or other messages to you and to other Members for purposes of providing you information about your Account or DRAM-Related Services you receive.  Please see our Privacy Policy regarding certain direct marketing.

6.4 Site and Services Restrictions

6.4.1 If you register with us as an individual User, you agree that you will use the Site, DRAM and DRAM-Related Services for your personal use only.  If you register with us as an institutional user on behalf of an institution, you (a) represent that you are an authorized representative of such institution and that this Agreement is binding on such institution, and (b) agree that you will use the Site, DRAM and DRAM-Related Services for corporate purposes only.  In addition, you agree that any use of the Site, DRAM and DRAM-Related Services shall be for the purposes expressly permitted and contemplated by this Agreement.  You may not use the Site, DRAM and DRAM-Related Services for any other purposes without our express prior written consent.

6.4.2 Without our express prior written authorization, you may not:

a) duplicate or reproduce any part of our Site, DRAM or DRAM-Related Services (except as expressly provided elsewhere in this Agreement);

b) create any derivative works based on or using our Site, DRAM or DRAM-Related Services, and you agree and stipulate that any and all derivative works are NOT "fair use";

c) use our Site, DRAM or DRAM-Related Services for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT "fair use";

d) falsify any DRAM wallet registration or administration details provided to the Tech Provider;

e) falsify or materially omit any information or provide misleading or inaccurate information requested by the Issuer or the Tech Provider in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to the Issuer or the Tech Provider becomes incorrect, you will promptly provide corrected information to the Issuer and the Tech Provider;

f) use DRAM or funds subject to DRAM-Related Services of the Site directly or indirectly (i) on behalf of or for the benefit of a sanctioned person or any person in a prohibited jurisdiction; (ii) in violation of or as prohibited, restricted, or penalized under applicable law; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable law;

g) use our market data to develop, create, register, list, trade, clear, or settle any investment product or financial product of any kind;

h) re-distribute our Site, DRAM or DRAM-Related Services and you hereby agree and stipulate that any and all such uses are NOT "fair use";

i) remove any copyright or other proprietary notices from our Site, the DRAM or DRAM-Related Services, or falsify or delete any author attributions, legal or other proper notices or labels of the origin or source material that is uploaded or otherwise provided by you;

j) frame or utilize any framing techniques in connection with our Site, DRAM or DRAM-Related Services;

k) translate, reverse-engineer, decompile or disassemble our Site, DRAM or DRAM-Related Services;

l) use any meta-tags, pay-per-click advertising, or any other "hidden text" using our Site's name or marks or those of DRAM, and you hereby stipulate that any use of the Site's name or marks, or any other marks owned by us is an infringement upon our trademark rights, and you stipulate to make payment of liquidated damages of US$5,000 per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by us as a result of such infringement, plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney's fees and all associated costs;

m) "Deep-link" to any page of the Site or DRAM, or avoid accepting acknowledgement of this Agreement (for the avoidance of doubt, you may only link to the main entry page);

n) circumvent any encryption or other security tools used anywhere on the Site or in conjunction with DRAM or DRAM-Related Services (including the theft of usernames, passwords or API keys or using another person's username, password or API key in order to gain access to a restricted area of the Site);

o) use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the DRAM or DRAM-Related Services;

p) sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party DRAM or DRAM-Related Services or any of your rights to access and use the DRAM as granted specifically by this Agreement;

q) use our DRAM or DRAM-Related Services to impersonate any other User or person;

r) use or duplicate the computer code underlying DRAM;

s) upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of ours or another's property;

t) upload, post, email or otherwise transmit to us any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

u) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, except in those areas that we may designate for such purpose;

v) restrict or inhibit any other User from using and enjoying DRAM;

w) harvest or otherwise collect information about other users of the Site, including email addresses or other personally-identifiable information;

x) violate any applicable laws, regulations or policies, or this Agreement;

y) use DRAM or DRAM-Related Services to pay for, support, receive proceeds from or otherwise engage in any illegal gambling activities;

z) upload, post, email or otherwise transmit any material that is illegal, immoral, obscene or defamatory of any person;

aa) use any automatic device or manual process to monitor or reproduce the Site or DRAM-Related Services (including DRAM) and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, DRAM or DRAM-Related Services; and

bb) do anything that may adversely affect proper operation of the Site, DRAM, DRAM-Related Services and the reputation and goodwill of the Issuer.

7) Disclaimer of Warranty

7.1 General

7.1.1 By accessing or using the Site, DRAM or DRAM-Related Services, you expressly acknowledge and agree that:

a) such access to and use of the Site, DRAM and DRAM-Related Services is at your own and sole risk;

b) any material and/or data downloaded or otherwise obtained through the use of the Site, DRAM or DRAM-Related Services is done at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;

c) the Site, DRAM and DRAM-Related Services and all materials contained therein, are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;

d) the Issuer makes no representations or warranties that the Site, the DRAM and Services, or any materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does the Issuer make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, DRAM and DRAM-Related Services or any of the materials contained therein;

e) the Issuer cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties, and the Issuer does not assume any responsibility or risk for your use of the Internet in connection with the Site, DRAM, DRAM-Related Services and any materials contained therein;

f) the Issuer makes no warranty, express or implied, regarding any transaction entered into through the Site, DRAM or DRAM-Related Services;

g) the Issuer is NOT responsible for DRAM held by you, and the Issuer makes no representations or warranties concerning the value of your DRAM;

h) the Issuer makes no warranty, express or implied, regarding the availability of the Site, DRAM, or DRAM-Related Services, and shall have no liability for any loss or damage arising from Downtime; and

i) the value of DRAM can be volatile and the Issuer is not in any way responsible or liable for any losses you may incur by holding or trading DRAM, even if the Site, DRAM or DRAM-Related Services are delayed, suspended, or interrupted for any reason.

7.1.2 The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by the Issuer with respect to this Agreement, the Site, DRAM and DRAM-Related Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties hereto or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose, which are excluded to the fullest extent permitted by applicable laws.  None of these warranties and representations will extend to any third person.

8) Indemnification and Release. 

8.1 Indemnification 

8.1.1 To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Issuer, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the "Indemnified Parties"), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, "Losses"), directly or indirectly, resulting from or by reason of (i) your (or you under another person's authority) access, use, misuse, or inability to use the Site, DRAM or DRAM-Related Services, (ii) any regulatory inquiry, legal action, litigation, dispute or investigation related to your Account and to your use of your Account, DRAM, or DRAM-Related Services; or (iii) your breach of this Agreement.

8.1.2 The Issuer shall notify you by electronic mail, mail, or other appropriate means, of any such Losses, and with respect to a third party claim or suit reasonably cooperate (at your expense) in the defense of such claim or suit.  We reserve the right to participate in the defense of such claim or choose our own legal counsel but are not obligated to do so.

8.2 Release 

8.2.1 To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to this Agreement or access to or the use of the Site, DRAM or DRAM-Related Service, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss, false identities, fraudulent acts by others, invasion of privacy, release or misuse of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or the Services and any other technical failure that may result in inaccessibility to the Site, DRAM, or DRAM-Related Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with or through the Site, DRAM or DRAM-Related Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder.  The foregoing release shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if you have been advised of or should have known of the possibility of such liability or Losses, and without regard to the success or effectiveness of any other remedies.

8.2.2 The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you.  This release is intended by the parties hereto to be interpreted broadly in favor of the Issuer, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims.  This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

8.3 Limitation of Liability

8.3.1 Except to the extent prohibited by applicable laws, in no event shall the Issuer (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party, for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, damages for loss of profits, loss of information, business interruption, loss of revenue, or loss of goodwill, which may arise from any person's use, misuse, or inability to access or use the Site, DRAM, DRAM-Related Services or any of the materials contained therein, including any loss caused in whole or in part by any inaccuracies, incompleteness or delays in market data, interruptions in DRAM-Related Services, including DRAM, even if we have been advised of the probability of such damages and regardless of whether such liability is asserted on the basis of contract, tort or otherwise.

8.3.2 We will not be liable for any damage or interruptions caused by any computer viruses, spyware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.  You are responsible for maintaining the security of your environment, including regular use of malware screening and prevention software.  You should also be aware that email and other communication services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from the Issuer.  You should contact us if you have any uncertainty regarding the authenticity of any communication or notice.

8.4 Force Majeure

8.4.1 We will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.  Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, crypto asset market collapse or fluctuations, fiat currency conversion rate fluctuations, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, epidemics and pandemics and government responses thereto, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.

8.4.2 If any law, regulation, rule, regulation or decision of any self-regulatory organization, or ordinance, whether international, federal, state, or local, becomes effective which substantially alters our ability to offer the Site, DRAM or DRAM-Related Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our DRAM-Related Services hereunder; or (ii) thirty (30) days following notice.

8.4.3 In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site, DRAM or DRAM-Related Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you (in whole or in part).

9) Confidentiality and Compliance with Legal Process

9.1 Permitted Disclosure 

9.1.1 We may share information concerning you and your Account:

a) with our banks and other financial institutions that we use or may use to process funds in connection with the DRAM and DRAM-Related Services;

b) with law enforcement, regulatory authorities, tax authorities (including the US Internal Revenue Service pursuant to the Foreign Account Tax Compliance Act, to the extent this applies), self-regulatory organizations (such as those that operate crypto asset exchanges) and officials, or other third parties when we are compelled to do so by a subpoena, court order, or similar legal procedure, or when we believe in good faith that the disclosure of your information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of this Agreement or any other applicable policies;

c) with third parties, such as vendors, agents, contractors and our advisors (e.g., legal, financial, business or other advisors), in order to administer our services, including to verify your identity and conduct screening and due diligence checks; or

d) as permitted or required by applicable law.

9.1.2 You agree and understand that we may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, that we in good faith believe to be valid.  We may, but are not required to, notify you of such process.  We may charge you for associated costs, including counsels' fees.  You agree that we may honor any legal process, regardless of the method or location of service.

9.2 Links and Linking

9.2.1 Some websites that are linked to or from the Site are owned and operated by third parties. Because we have no control over such websites and resources, you understand, acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.

9.2.2 Use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use (including privacy policies) for those websites, and not by this Agreement or our Privacy Policy, which is incorporated into this Agreement by reference.

9.2.3 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site.  You may use these features solely as they are provided by us.  You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of this Agreement. 

9.2.4 We reserve the right to terminate any link or linking program at any time.

9.3 No Liability; Indemnification

9.3.1 You understand, acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with use of or reliance on, any such third-party content, goods or services available on or through any such website or resource.  If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.

9.3.2 You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site or via DRAM-Related Services.

10) Intellectual Property.

10.1 Trademarks

"DRAM" and "DRAM Trust" are trademarks and may be pending registration with the all major countries in which DRAM Trust operate.  None of the marks, logos, domains, and trademarks that you find on the Site, DRAM or DRAM-Related Services may be used publicly except with express written permission from the Issuer and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Issuer.

10.2 Other Marks 

Other manufacturers' product and service names referenced on the Site, DRAM and DRAM-Related Services may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks.  You acknowledge and agree that we either own or have been authorized by relevant third-party intellectual property owners to use the trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site and DRAM-Related Services.

10.3 Copyright

10.3.1 The materials (including the market data) accessible from the Site, DRAM and DRAM-Related Services, and any other website owned, operated, licensed, or controlled by us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such materials.  No rights, title or interest in any such materials are transferred to you by reason of the access to the Site, DRAM or DRAM-Related Services.

10.3.2 All materials, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Issuer or its content suppliers and are protected by United States and international copyright laws.  The compilation of all materials on the Site and with respect to DRAM and DRAM-Related Services is the exclusive property of the Issuer or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.  The Issuer reserves all rights in its copyrights.  You agree not to appropriate, copy, display, or use the copyrights or other content without express, prior, written permission from the Issuer.

10.3.3 The Site and DRAM-Related Services are owned by the Issuer, its licensors, or other providers, and are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions.  All rights not expressly granted to you in this Agreement are reserved by the Issuer.  Except as expressly authorized by the Issuer or its licensors in writing, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Site or any DRAM-Related Service in any way; (b) copy, modify, republish, distribute, or make derivative works based upon the Site or any DRAM-Related Service; (c) "frame" or "mirror" the Site or DRAM-Related Service on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or DRAM-Related Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Site or DRAM-Related Service, or (iii) copy any ideas, features, functions, or graphics of the Site or DRAM-Related Service.

10.4 Export Control 

You understand, acknowledge, and agree that the software elements of the materials on the Site may be subject to regulation by agencies of governmental authorities which prohibits export or diversion of software to certain countries and third parties.  Diversion of such materials contrary to the laws of any international, provincial, state or other applicable law is prohibited.  You will not assist or participate in any such diversion or other violation of applicable laws and regulations.  You agree that none of DRAM, DRAM-Related Services or virtual currencies are being or will be used, acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities. 

11) Notice 

11.1 General

11.1.1 Any notice we are required to give you under this Agreement may be provided by email, postal mail, or facsimile utilizing the contact information provided by you when you registered with the Site and/or opening of an Account.  Notices from you to us shall be given by email to: [email protected] unless otherwise specified in this Agreement.

11.1.2 Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this Clause.

11.1.3 Any notice of a change to this Agreement or fees required to be given pursuant to this Agreement hereof shall be sent to the email address you provide to us. The email notice will instruct you to visit our website to review the new changes to this Agreement or the fees.

11.2 Delivery

11.3 Notices shall be deemed effective upon delivery.  Notices delivered by nationally recognized overnight carrier shall be deemed delivered five (5) days after mailing.  Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are deemed delivered one (1) hour after transmission if sent during the recipient's business hours, or otherwise at 9:00 a.m. (recipient's time) the next business day.  Notices delivered by posting on the Site shall be deemed delivered upon posting.  Notices delivered by any other method shall be deemed given upon receipt. Either party may, by giving the other party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.

11.4 Any correctly addressed notice that is refused, unclaimed or undeliverable shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.

11.5 We do not provide any facility for sending or receiving private or confidential electronic communications.  Visitors should not use the Site or DRAM-Related Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read.  User should not have an expectation of privacy regarding any communications sent through the Site or the Services.

12) Governing law and dispute resolution

12.1 Governing Law

This Agreement and the rights, obligations and relationships of the parties hereto shall be governed by and construed in accordance with the laws of Hong Kong.

12.2 Jurisdiction

The Hong Kong courts have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this Agreement (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this Agreement) and the parties submit to the exclusive jurisdiction of the Hong Kong courts.

13) Third Party Rights

13.1.1 Except as expressly stated in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) to enforce or to enjoy the benefit of any term of this Agreement.

13.1.2 Notwithstanding any other term of this Agreement, the consent of any person who is not a party to this Agreement is not required for any amendment to, or variation, release, rescission or termination of this Agreement. 

14) Miscellaneous.

14.1 Assignment 

Neither this Agreement, nor any of your rights and obligations hereunder, may be transferred by you, but may be assigned by us without restriction.  Any attempted transfer or assignment by you in violation hereof shall be null and void, ab initio.  This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.  In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

14.2 Severability 

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement, which will continue to be in full force and effect, and any prior effective provision that was superseded by such invalid, unenforceable or illegal provision shall be deemed valid and enforceable to the fullest extent.

14.3 No Waiver 

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement.  No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by us.  All waivers must be in writing.

14.4 Complete Agreement 

This Agreement, together with the DRAM Contractual Documentation, constitutes the entire agreement between the parties with respect to your access and use of the Site, DRAM and DRAM-Related Services and the materials contained therein.  This Agreement, together with our Privacy Policy, supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.

14.5 Other Jurisdictions 

We make no representation that the Site, DRAM, DRAM-Related Services or any of the materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, DRAM and DRAM-Related Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.

14.5 Survival 

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including without limitation, sections pertaining to suspension or termination, debts owed, general use of DRAM or DRAM-Related Services, disputes with us, intellectual property, disclaimers, limitations of liability and general provisions, shall survive the termination or expiration of this Agreement.

14.7 No Trust, Agency or Fiduciary Relationship 

14.7.1 Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties hereto shall be limited to those expressly set forth herein.  

14.7.2 We and you are each an independent contractor.  We and the trustee of the Issuer are not your trustee, agent or representative, nor do we or the trustee of the Issuer owe any fiduciary, trust or similar obligation to you or any holder of DRAM.  Nothing contained in this Agreement will create or be construed or interpreted as creating any trust, agency or other fiduciary relationship between the Issuer or the trustee of the Issuer and you or any holder of DRAM nor any holder of DRAM is a beneficiary of the Issuer or any trust established by the trustee of the Issuer under any circumstances.

14.7.3 This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

APPENDIX

Disclaimers and Risk Factors.

You acknowledge the following risks related to your use of the Site, the DRAM, and the Services:

1. The price and liquidity of crypto assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future.

2. DRAM is not legal tender, are not backed by any government, and accounts and are not subject to any deposit protection scheme or any other similar schemes.

3. Legislative and regulatory changes or actions at the state, provincial, federal or international level may adversely affect the use, transfer, exchange and value of DRAM.

4. Crypto asset blockchains may "fork", and we may not support the forked asset promptly or at all.

5. Transactions in DRAM may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable.

6. Some DRAM 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 initiates the transaction.

7. DRAM 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 DRAM in that address may be stolen or lost and otherwise unrecoverable.

8. The nature of crypto assets, like DRAM, may lead to an increased risk of fraud or cyberattack and may mean that technological difficulties experienced by the Issuer may prevent access to, or use of, your DRAM.

9. The assets held under the DRAM Trust may not be sufficient to cover the Prescribed Value of all DRAM on redemption.

10. The Issuer is not a regulated financial institution or equivalent in any jurisdiction.

11. The blockchain used by the Issuer may experience backlogs, higher than normal transaction fees, changes to the network, failure or a fork in the protocol.  We do not own or control the blockchain and are not responsible for the operation of the network and make no guarantees regarding the network’s security, functionality, or availability.

12. Because DRAMs are ERC-20 tokens, they may not be compatible with software or other technology provided by a third-party.  The Issuer does not guarantee the availability, security or functionality of any third-party software or technology and is not responsible for any losses of DRAM due to the failure of third-party software or technology.

13. We are not responsible for any loss or damage incurred by you as a result of your access to or use of the Site, DRAM or DRAM-Related Services or for your failure to understand the nature of DRAM.

14. The Terms do not disclose all of the risks associated with trading in crypto assets.  You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you in light of your circumstances and financial resources.  The Issuer does not give advice or recommendations regarding crypto assets, including the suitability and appropriateness of, and investment strategies for, crypto assets.  You should be aware that you may sustain a total loss of the assets in your Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.  The Issuer is not giving tax advice, legal advice or other professional advice by allowing you to use the Site, DRAM or DRAM-Related Services.  No material on our Site, including FAQs or blogs, shall be considered tax advice, legal advice or investment advice.

15. YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ACCESS AND USE THE SITE, DRAM, AND DRAM-RELATED SERVICES AT YOUR OWN RISK.

16. We generally do not own or control the underlying software protocols of crypto asset networks that govern the operation of crypto assets.  In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them.  We are not responsible for the operation of the underlying network protocols, and we make no guarantees regarding their security, functionality, or availability.