Terms and Conditions

ORO LABS PTE. LTD. IS NOT A TRADING PLATFORM, BROKER, EXCHANGE, DEALER, FINANCIAL ADVISOR, CUSTODIAN, ASSET MANAGER, INTERMEDIARY, PAYMENT SERVICE PROVIDER, OR ANY OTHER ENTITY ENGAGED IN REGULATED OR LICENSED ACTIVITIES RELATING TO DIGITAL ASSETS OR FINANCIAL PRODUCTS BY THE MONETARY AUTHORITY OF SINGAPORE OR ANY OTHER SIMILAR REGULATOR. ORO LABS DOES NOT PROMOTE, OFFER, SOLICIT, FACILITATE, EXECUTE, PROCESS, OR OTHERWISE PARTICIPATE IN ANY TRANSACTION, TRADE, OR EXCHANGE INVOLVING DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO $GOLD.

ALL SUCH ACTIVITIES ARE CONDUCTED ENTIRELY AND EXCLUSIVELY THROUGH THIRD-PARTY SERVICE PROVIDERS, WHICH OPERATE UNDER THEIR OWN LICENCES, REGULATORY OBLIGATIONS, AND TERMS OF USE. ORO LABS DOES NOT PROVIDE, ENDORSE, GUARANTEE, PARTICIPATE IN, OR CONTROL ANY SERVICE, PRODUCT OR OUTCOME OFFERED BY SUCH THIRD-PARTY SERVICE PROVIDERS. ORO LABS DOES NOT ASSUME ANY LIABILITY FOR SUCH ACTIVITIES.

ACCESS TO THE PLATFORM AND ANY ASSOCIATED FEATURES DOES NOT CONSTITUTE AN OFFER, SOLICITATION, OR RECOMMENDATION TO BUY OR SELL $GOLD IN ANY JURISDICTION. ORO LABS DOES NOT SOLICIT OR ENGAGE WITH USERS WHO ARE LOCATED IN, OR ORDINARILY RESIDENT IN, THE UNITED STATES, SINGAPORE, OR ANY COUNTRY SUBJECT TO SANCTIONS, RESTRICTIONS, OR OTHER PROHIBITIONS UNDER APPLICABLE LAWS OR AS SET OUT IN THESE TERMS OR ANY THIRD PARTY SERVICE PROVIDERS' TERMS AND CONDITIONS. ACCESS FROM SUCH JURISDICTIONS IS STRICTLY PROHIBITED.

PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE PLATFORM, SERVICES, OR SITE, YOU ARE DEEMED TO HAVE ACCEPTED THESE TERMS AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE USING THE PLATFORM, SERVICES, AND THE SITE.

TERMS OF USE

Last Updated: 19 June 2025

The Terms constitute a valid, binding, and enforceable legal contract between you ("User," "You," or "Your") and ORO Labs Pte. Ltd., a company incorporated under the laws of Singapore ("ORO Labs," "We," "Us," or "Our"), including its affiliates and associated entities, unless repugnant to the context.

These Terms of Use, together with any documents, policies, and additional terms that expressly incorporate them by reference, including the Privacy Policy (available here), Risk Disclosure (available at Schedule 1) (as may be amended from time to time, the "Terms"), govern Your access to and use of the website https://oro.finance (the "Platform"), including all subdomains, web pages, applications, and content made available by ORO Labs, except where such components directly facilitate or relate to trading or other regulated activities (the "Trading Components").

For the avoidance of doubt, all Trading Components, including but not limited to the Trading Platform and any related interfaces, features, dashboards, or tools—whether embedded within or accessible via the Platform—are operated and governed solely by licensed Third-Party Service Providers and are expressly excluded from the scope of these Terms.

These Terms apply solely to the limited functionality and services provided directly by ORO Labs through the Platform, including user interface access, technical support, and non-transactional features ("Services"). They do not govern any activity conducted through or in connection with the Trading Platform or any Third-Party Service Provider. Any updates or enhancements to the Platform made by ORO Labs shall be subject to these Terms, unless explicitly stated otherwise.

For clarity, certain services related to the purchase, sale, redemption, or custody of $GOLD or other digital assets are not provided by ORO Labs. These services are offered exclusively through the Trading Platform, Such transactional and regulated activities—including but not limited to trade execution, user onboarding (e.g., know-your-customer or know-your-business verification), AML/CFT compliance, digital asset custody, and settlement processing—are governed entirely by the applicable third party's own terms, conditions, and regulatory obligations. ORO Labs does not offer or assume responsibility for any such regulated services.

ORO Labs may collect, process, or assist in verifying certain user identification or compliance information, including for the purposes of know-your-customer, know-your-business, and AML/CFT compliance. This may be done to satisfy internal access protocols, enable Platform functionality, or assist Third-Party Service Providers in their regulatory obligations. However, such involvement by ORO Labs does not constitute the provision of any regulated service and is subject to the disclaimers and limitations set forth in these Terms.

To the extent You interact with any feature or interface on the Platform that facilitates or leads to access to the Trading Platform, including embedded modules, redirects, or linked services, such interaction may be governed by the terms of the relevant Third-Party Service Provider. ORO Labs is not a party to those terms, nor does it assume any responsibility for the services, products, or outcomes associated with such third parties. In the event of any conflict between these Terms and the applicable terms of a Third-Party Service Provider, the latter shall govern solely in relation to that specific transaction or service.

Communications from ORO Labs regarding Your use of the Platform may be delivered via email, in-Platform notifications, browser pop-ups, or other accessible electronic channels ("Communication"). You consent to receiving such Communications, which may include service announcements, legal notices, administrative messages, or updates related to the Platform’s functionality.

By accessing or using the Platform, You acknowledge that You have read, understood, and agreed to be bound by these Terms. If You do not agree with these Terms, You must immediately discontinue any use of the Platform and the Services made available by ORO Labs.

DISCLAIMER

You acknowledge and agree that the use of $GOLD and other digital assets carries inherent risks. The value of such assets can be volatile and may fluctuate significantly over time. By accessing or using the Platform, You accept full responsibility for evaluating the risks involved in any interaction with digital assets, and You should seek independent legal, financial, or tax advice if needed. ORO Labs does not provide investment, financial, or legal advice, and no content on the Platform should be interpreted as such.

ORO Labs does not guarantee the performance, accuracy, or reliability of any digital asset, including $GOLD. We make no promises regarding future value, liquidity, or market conditions. For further information about the risks associated with digital assets, please refer to the Risk Disclosure provided in Schedule 1.

The Platform and any connected services are not intended for access or use by individuals or entities in jurisdictions where such use is restricted, prohibited, or would require additional licensing. This includes, without limitation, users located in or ordinarily resident in the Singapore, or any country subject to international sanctions or trade restrictions. Access from such jurisdictions is strictly prohibited and may result in suspension or termination of access.

1. GENERAL

1.1 Definitions

All capitalised terms in this Terms shall have the meaning assigned to them herein below unless defined elsewhere in this Terms:

(a) "$GOLD" refers to the proprietary token issued by independent Third-Party Service Providers, representing a digital form of gold ownership and backed by physical gold. Its issuance, management, and operation are conducted in accordance with applicable legal and regulatory frameworks by the Third-Party Service Providers.

(b) "AML/CFT Requirements" have the meaning assigned to such term in clause 10.1.

(c) "AML/CFT" means applicable anti-money laundering and counter-terrorist financing laws, regulations, and guidelines.

(d) "Applicable Law" means any statute, law, regulation, rule, ordinance, code, directive, decree, judgement, order, policy, guideline, or other legal requirement issued by any governmental, regulatory, judicial, or statutory authority, including any amendments, re-enactments, or replacements thereof, that are applicable to the subject matter of these Terms.

(e) "Communication" has the meaning assigned to it in the introductory section of this Terms.

(f) "Confidential Information" have the meaning assigned to such term in clause 8.1.

(g) "Disputes" have the meaning assigned to such term in clause 15.2.

(h) "Intellectual Property Rights" means all legal and equitable rights associated with Intellectual Property, including:

i. ownership, title, and interest in any Intellectual Property, whether arising under statute, common law, or equity;

ii. rights to apply for, register, maintain, and enforce Intellectual Property in any jurisdiction;

iii. all associated rights to licences, assignments, and permissions;

iv. rights to renewals, extensions, and restorations;

v. all legal claims, causes of action, and remedies (whether past, present, or future), including the right to sue for infringement, recover damages, and enforce any proprietary interests worldwide;

vi. rights over patents, copyrights, trademarks, service marks, design rights, trade secrets, know-how, proprietary methods, and database rights; and

vii. all related applications, extensions, and enforcement rights.

(i) "Intellectual Property" includes all ideas, concepts, creations, discoveries, inventions, improvements, know-how, trade secrets, proprietary techniques, methods, processes, systems, algorithms, works of authorship, research, software programs, databases, electronic codes, and other confidential or proprietary information. It also encompasses trademarks, service marks, designs, models, tools, devices, principles, formulas, teaching techniques, documents, records, user guides, and any other tangible or intangible assets, whether in written, electronic, or any other form, regardless of whether they are copyrightable, patentable, or otherwise legally protectable.

(j) "Non-Cooperative Jurisdiction" means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organisation, such as the Financial Action Task Force on Money Laundering.

(k) "ORO Labs Content" has the meaning assigned to such term in clause 8.1.

(l) "ORO Labs" (or "We," "Us," "Our") refers to ORO Labs as defined in the introductory section of these Terms.

(m) "PDPA" means the Personal Data Protection Act 2012 of Singapore, including all subsidiary legislation, regulations, guidelines, advisory notes, and amendments thereto, as may be updated, supplemented, or replaced from time to time.

(n) "Personal Data" as defined in the Privacy Policy, means any information, whether true or not, that can identify an individual:

i. on its own; or

ii. when combined with other information to which ORO Labs has or is likely to have access.

(o) "Platform" has the meaning assigned to it in the introductory section of this Terms.

(p) "Privacy Policy" refers to the ORO Labs privacy policy available here, and as may be amended from time to time.

(q) "Protected Party" has the meaning assigned to such term in clause 13.2.

(r) "Risk Disclosure" refers to the ORO Labs risk disclosure statement available [Schedule 1], and as may be amended from time to time.

(s) "Services" has the meaning assigned to it in the introductory section of this Terms.

(t) "SIAC" has the meaning assigned to such term in clause 15.2(c).

(u) "Terms" has the meaning assigned to it in the introductory section of this Terms.

(v) "Third-Party Service Providers" means independent entities, platforms, or service providers that offer services accessible through or referenced on the Platform, including but not limited to the issuance, trading, custody, redemption, or other facilitation of $GOLD and other digital assets. This includes, without limitation, token issuers, digital asset exchanges, custodians, payment processors, regulatory compliance providers, technology vendors, and marketing affiliates. Third-Party Service Providers operate independently of ORO Labs and are not owned, managed, or controlled by ORO Labs. All the respective services offered by these Third-Party Service Providers are subject to their independent terms and conditions.

(w) "Trading Component" has the meaning assigned to it in the introductory section of this Terms.

(x) "Trading Platform" means the digital asset trading infrastructure operated, maintained, and governed by one or more Third-Party Service Provider. The Trading Platform facilitates the listing, trading, issuance, redemption, custody, and settlement of $GOLD and other digital assets. For clarity, the Trading Platform is independent of ORO Labs, and all activities conducted through it are subject exclusively to the terms, conditions, regulatory obligations, and operational controls of the applicable Third-Party Service Providers. ORO Labs does not operate, control, manage, or assume responsibility for the Trading Platform or any services provided through it.

(y) "User" (or "You," "Your") has the meaning assigned to such term in the beginning of this Terms.

1.2 Interpretations

(a) Headings and defined terms are for convenience only and do not affect the interpretation of these Terms.

(b) In these Terms, unless repugnant to the context:

i. The meaning of general words is not limited by specific examples introduced by "including," "for example," "such as," or similar expressions.

ii. The singular includes the plural and vice versa.

iii. All terms and conditions of these Terms, including introductory paragraphs, recitals, schedules, and any attached documents, are contractual, binding, and incorporated by reference.

iv. A reference to "person" includes an individual, corporation, partnership, association, limited liability company, joint venture, trust, unincorporated association, governmental entity, or other legal entity.

v. A reference to a particular person includes that person's executors, administrators, successors, permitted assigns, and legal representatives.

vi. A reference to any date or time is determined in accordance with the relevant jurisdiction applicable to these Terms.

vii. A reference to a day means a calendar day in Singapore or the relevant jurisdiction.

viii. A reference to a business day means a day, other than Saturday or Sunday, on which banks are open for general business in Singapore or the relevant jurisdiction.

ix. Any period of time calculated from a specific date or event excludes the starting date unless expressly stated otherwise.

x. If a person is required to take an action on or by a specific date and it occurs after 5:00 PM in the relevant jurisdiction, it will be considered performed on the next day.

xi. If the deadline for an action falls on a non-business day, the action must be performed on the next business day.

xii. The term "You" refers to You as an individual or, where applicable, the legal entity or third party on whose behalf You use the Services.

2. SERVICES

2.1 Limited Role as Technology Interface

ORO Labs provides a technology platform that serves solely as a user interface for accessing certain information and features related to $GOLD. ORO Labs’ role is strictly limited to that of an interface provider – it offers a non-custodial, non-transactional interface for users. This means ORO Labs does not hold or control any digital assets on Your behalf, nor does it execute, broker, or facilitate transactions itself. The Platform simply enables You to interact with Third-Party Service Providers that handle any actual trading, custody, issuance, or other $GOLD-related activities. ORO Labs is not a licensed financial institution or payment provider and is not regulated by the Monetary Authority of Singapore (or any other financial regulator) because it does not conduct regulated financial services.

2.2 No Regulated Financial Services by ORO Labs

In line with its limited role, ORO Labs does not provide any regulated financial, investment, or payment services. ORO Labs does not and will not:

(a) Operate an exchange or trading platform for digital assets (no brokerage, trading facility, or marketplace services);

(b) Provide custody or safekeeping of any fiat currency, $GOLD, or other digital assets (no custodial wallet or vault services);

(c) Issue, mint, or redeem tokens or digital assets (including $GOLD) for Users (ORO Labs is not the issuer of any tokens and offers no token sale or issuance service); or

(d) Facilitate payments or settlements in fiat or digital currency (no money transmission, remittance, or payment processing services).

By using the Platform, You acknowledge that none of the above activities are conducted by ORO Labs, and any such services You may access are provided by independent Third Party Service Providers (see clause 2.3 below). ORO Labs’ absence of these services is a core aspect of its business model, and the Company makes no representations or warranties that any regulated service is or will be provided through the Platform itself.

2.3 Third-Party Service Providers

All transactions, financial services, or $GOLD-related functionalities accessible via the ORO Labs Platform are provided exclusively by independent Third-Party Service Providers, not by ORO Labs. The Platform may contain links, integration, or connectivity to third-party platforms that enables You to buy, sell, hold, or redeem $GOLD. These Third-Party Service Providers are solely responsible for any trading, custody, issuance, redemption, or payment services they offer. Your use of such third-party services is subject to their own terms and conditions and any regulatory requirements applicable to them. ORO Labs does not endorse, guarantee, or assume responsibility for the actions or services of any Third-Party Service Providers. It is Your responsibility to review and comply with the terms of the relevant third-party service before engaging in any transaction.

The services provided by Third-Party Service Providers may include, but are not limited to:

(a) Issuance of $GOLD: The creation and offering of $GOLD and other digital assets by regulated third parties.

(b) Tokenised Asset Listing and Exchange Services: The listing and trading of $GOLD through licensed digital asset platforms operated independently of ORO Labs.

(c) Custodial Services: Secure digital wallet and storage services for holding $GOLD and other digital assets.

(d) Transaction Processing and Payment Services: Facilitation of the purchase, redemption, or exchange of $GOLD and related digital assets through approved and compliant payment systems.

(e) Regulatory Compliance Services: Know-your-customer, know-your-business, and AML/CFT services provided by third-party compliance solution providers.

2.4 No Control or Responsibility for Third-Party Services

ORO Labs has no control over the operations, performance, or availability of Third-Party Service Providers or any underlying blockchain networks and smart contracts used for $GOLD or other digital asset transactions. ORO Labs is not a party to any agreement, transaction, or relationship between You and any Third-Party Service Providers, even if You access their services through the ORO Labs interface. Consequently, ORO Labs shall not be responsible or liable for any aspect of third-party services or transactions, including (but not limited to) the following:

(a) Performance and Security: ORO Labs does not warrant or ensure the performance, security, accuracy, or legality of any third-party platform, blockchain network, or smart contract. Any technical failures, security breaches, errors, or downtime in those external systems are beyond ORO Labs’ control and responsibility.

(b) Transaction Outcomes: ORO Labs has no ability to execute, cancel, reverse, or modify any transaction that You enter into via a third-party service. Any losses, damages, or obligations arising from transactions (e.g. failed or delayed trades, lost tokens, or disputes) are solely between You and the relevant third party.

(c) Third-Party Conduct: ORO Labs is not liable for any act or omission of any Third-Party Service Provider. This includes compliance with laws and regulations by the third party, the protection of any assets or funds handled by them, or any representations they make about $GOLD or other assets. ORO Labs does not guarantee the continued availability or solvency of any Third-Party Service Provider, and You bear the risk of relying on any third-party services.

By using the ORO Labs Platform, You accept that any engagement with third-party services is at Your own risk, and You agree that ORO Labs bears no responsibility for the activities, products, or services of third parties. Any complaints, questions, or claims related to services provided by a third party should be directed to that Third-Party Service Provider, not to ORO Labs.

2.5 Changes to the Platform and Services

ORO Labs reserves the right to modify, suspend, or discontinue the Platform or any part of the Services at any time, without prior notice and without liability. This includes (but is not limited to) the right to:

(a) add, remove, or change features, functionalities, user interfaces, or content; restrict access to all or part of the Platform;

(b) or update the software or technical infrastructure of the Services.

ORO Labs may also impose limits on certain features or restrict Your access to parts of the Services, in its sole discretion. You acknowledge that the Platform and its features will likely evolve over time, and no guarantee is given that any particular feature or content will continue to be available. Any such changes, updates, or discontinuation will be effective immediately when made, or as notified otherwise by ORO Labs. Your continued use of the Services after changes have been made constitutes Your acceptance of those changes. ORO Labs shall not be liable for any losses or inconvenience You may suffer as a result of any modification, suspension, or discontinuance of any aspect of the Services.

2.6 No Warranties; Uptime and Compatibility Disclaimers

The Services are provided on an "as is" and "as available" basis. To the fullest extent permitted by the Applicable Law, ORO Labs disclaims all warranties, conditions, or representations of any kind, whether express, implied, or statutory, in relation to the Services and the Platform. In particular, ORO Labs makes no guarantee or warranty that:

(a) Uptime/Availability: The Platform (or any feature of it) will be available at all times, uninterrupted, or error-free, or that any identified defect will be corrected promptly. ORO Labs does not warrant that access to the Services will be continuous or without delays; temporary system outages or maintenance downtime may occur.

(b) Continuity/Performance: The Services will operate securely or without technical issues at all times, or that the Platform will be free from viruses, malware, or other harmful components. ORO Labs is not responsible for any disruptions, delays, or imperfections in the performance of the Platform arising from internet connectivity, blockchain network status, or any other factors outside its control.

(c) Compatibility: The Services will be compatible with Your specific device, browser, operating system, or any particular third-party software or service. ORO Labs gives no warranty that the Platform will work flawlessly with all hardware or configurations You use, or that it will integrate with any particular third-party platforms outside those explicitly supported.

All implied warranties or conditions concerning the Services' quality, fitness for a particular purpose, merchantability or satisfactory quality, and non-infringement are hereby excluded to the extent allowed by Applicable Laws. You acknowledge that You use the Platform at Your own discretion and risk. ORO Labs does not guarantee any particular results or outcomes from using the Services, and no employee or affiliate of ORO Labs is authorised to make any promises or representations contrary to this clause 2. This clause 2.6 applies to the Services as provided by ORO Labs and does not limit any warranties that Third-Party Service Providers may separately give in respect of their own services (for which ORO Labs bears no responsibility per clause 2.4 above).

2.7 No Financial Advice or Fiduciary Relationship

ORO Labs provides a neutral technology platform only and does not offer any form of financial, investment, legal, or tax advice to users. Nothing on the Platform (including any information about $GOLD, pricing data, tutorials, or Communications from ORO Labs) constitutes professional advice or an endorsement or recommendation to engage in any transaction. ORO Labs does not consider Your personal circumstances or objectives in any content it provides. You are solely responsible for Your investment and financial decisions; if You are unsure of the implications of any transaction or investment, You should seek advice from a qualified financial or legal adviser. In providing the Services, ORO Labs does not owe any fiduciary duties or responsibilities to You – the Company’s relationship with You is not that of a financial advisor, trustee, or agent. You acknowledge and agree that Your use of the Platform does not create any advisory, fiduciary, or agency relationship between You and ORO Labs. ORO Labs disclaims any fiduciary capacity in relation to any User. Accordingly, any decisions or actions You take using information or services on the Platform are taken at Your own risk, and You will not hold ORO Labs or its officers liable for any losses that result from Your reliance on information obtained through the Services.

2.8 Optional third-party tools

The Platform may expose optional tools, widgets or analytical plug-ins supplied by independent third parties. ORO Labs provides such tools “as is” and “as available”, without warranty, endorsement or liability of any kind. Your use of optional tools is entirely at your own risk and you must review, and agree to, the third-party provider’s terms before activation.

3. ELIGIBILITY AND PROHIBITION OF USING OUR SERVICES

3.1 To be eligible to access or use the Platform and the Services, and to continue using them, You must satisfy all of the following conditions at all times:

(a) Individual Users
You are an individual who is at least eighteen (18) years of age, possesses the legal capacity to enter into a binding contract under Applicable Law, and is not subject to any legal, regulatory, contractual, or other prohibition that would disqualify or restrict You from accessing or using the Platform.

(b) Entity Users
You are a legally incorporated and validly existing company, partnership, trust, or other legal entity in good standing under the Applicable Laws of the jurisdiction in which You are established, represented by a duly authorised individual who has the authority to bind You to these Terms and to act on Your behalf.

(c) Legal Standing
You have not been previously suspended, restricted, barred, or terminated from accessing the Platform or any similar services offered by ORO Labs or any affiliated or any other Third-Party Service Provider, whether due to breach of terms, suspected fraud, or for any other reason.

(d) Singapore Jurisdiction Exclusion
You are not a citizen, permanent resident, or tax resident of Singapore, and You are not accessing or using the Platform from within Singapore. The Platform and Services are not intended for distribution to or use by any person or entity in Singapore. By accessing the Platform, You represent and warrant that You are not subject to the jurisdiction of Singapore and that You are not using any methods (such as virtual private networks, proxies, or similar technologies) to circumvent these territorial restrictions.

ORO Labs expressly disclaims any offer, solicitation, or provision of services within Singapore, and no services are being marketed or offered to persons in Singapore. You acknowledge and agree that any use of the Platform in violation of this clause shall be deemed unauthorised and may result in termination or restriction of access at ORO Labs’ sole discretion.

(e) Sanctions Compliance
You are not listed on, or directly or indirectly owned or controlled by any Person listed on, any sanctions or restricted persons list issued or maintained by any competent authority, including but not limited to:

i. The United Nations Security Council;

ii. The European Union or any European Union Member State;

iii. The United Kingdom (including His Majesty’s Treasury);

iv. The United States (including the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List);

v. Any other applicable sanctions authority.

(f) Prohibited Jurisdictions
You are not a citizen, resident, or located in any jurisdiction where:

i. access to or use of the Platform or Services is prohibited by Applicable Law;

ii. the Platform is not authorised to operate or provide services; or

iii. offering or accessing the Services would require regulatory licensing, registration, or approval that ORO Labs does not possess.

(g) United States Exclusion
You are not a citizen, national, resident, domiciliary, or taxpayer of the United States of America (including its territories), nor are You accessing the Platform from within the United States of America. You are not acting on behalf of or for the benefit of any such Person or entity. The Services are not offered or intended for access by any United States of America Persons.

(h) Misrepresentation of Location
You agree not to use any technological tools or methods—including but not limited to virtual private networks, proxy servers, remote desktop software, or Tor networks—to obscure or falsify Your actual location or otherwise gain unauthorised access to the Platform from a prohibited jurisdiction.

(i) Lawful Source and Use of Funds
You represent and warrant that any digital asset or fiat funds used in connection with the Platform or any third-party services accessed via the Platform are lawfully acquired, belong to You without encumbrance, and are not derived from any criminal activity or in violation of Applicable Law.

You shall not use the Platform or any Services accessed via the Platform for any illegal, fraudulent, abusive, or unauthorised purpose, including but not limited to money laundering, terrorist financing, market manipulation, cybercrime, or any activity in breach of Applicable Laws.

(j) Accuracy of Information
All information, documents, and representations submitted by You to ORO Labs (whether directly or through integrated third-party services) are and shall remain true, complete, accurate, and not misleading. You undertake to promptly notify ORO Labs in writing of any change in such information.

(k) No Right to Access
ORO Labs may, at its sole discretion, restrict or prohibit access to the Platform or the Services to Users from certain jurisdictions or to Users who fail to satisfy the eligibility requirements set out in this clause 3. Access to the Platform does not imply that the Services are appropriate, lawful, or available for use in Your jurisdiction.

(l) Responsibility for Local Legal Compliance
You are solely responsible for ensuring that Your access to and use of the Platform complies with all Applicable Laws in Your jurisdiction. ORO Labs makes no representation that the Platform or Services are appropriate or lawful for use in any particular location.

3.2 If You do not meet all of the above eligibility criteria, or if You cease to meet any of these conditions at any time, You must immediately cease using the Platform and any related Services. ORO Labs reserves the right to take any necessary measures, including termination or restriction of access, if it reasonably believes You do not comply with this clause 3.

4. USER REPRESENTATIONS AND WARRANTIES

By accessing or using the Platform, You represent, warrant, acknowledge, and agree that:

(a) You will comply with all Applicable Laws in connection with Your access to and use of the Platform, including, without limitation, laws relating to AML/CFT, financial crime, economic sanctions, and digital asset regulations.

(b) All documents, data, and information provided by You to ORO Labs (whether directly or through integrated services) are and shall remain true, accurate, complete, and not misleading. You shall promptly notify ORO Labs of any change that renders such information inaccurate, incomplete, or misleading.

(c) You are solely responsible for evaluating and assuming all risks associated with Your use of the Platform and any engagement with Third-Party Service Providers accessed via or referenced on the Platform.

(d) Neither You, nor any of Your officers, managers, directors, shareholders, or authorised representatives:

i. appear on any sanctions list, including but not limited to those maintained by the United Nations Security Council, the United States Office of Foreign Assets Control, the European Union, His Majesty's Treasury, or the Monetary Authority of Singapore;

ii. are a foreign shell bank; or

iii. reside in, are incorporated in, or have funds transferred from or through any Non-Cooperative Jurisdiction.

(e) Neither You, nor any of Your related entities, direct or indirect shareholders, or any person on whose behalf You are acting:

i. are subject to any Sanctions, embargoes, or restrictive measures imposed by the United Nations, United States, European Union, United Kingdom, Singapore, or any other relevant authority;

ii. are designated under any Singapore laws and regulations relating to sanctions, including the Monetary Authority of Singapore Act 1970, United Nations Act 2001, or Terrorism (Suppression of Financing) Act 2002;

iii. will use the Platform for any unlawful, fraudulent, or harmful activity, including but not limited to fictitious transactions, market manipulation, cybercrime, money laundering, or terrorist financing.

(f) You acknowledge and agree that:

i. Holding, receiving, or using $GOLD does not:

• represent or constitute a loan, equity, security, or investment in ORO Labs or its affiliates;

• confer any ownership, management, or revenue rights in ORO Labs or its affiliates;

• create any fiduciary, agency, partnership, or trust relationship between You and ORO Labs; or

• grant You any withdrawal, redemption, or refund rights via ORO Labs.

ii. The value of $GOLD may fluctuate significantly, and You accept the risk of loss of all principal or value. ORO Labs does not guarantee liquidity, market value, or redemption of $GOLD.

iii. Any transactions involving $GOLD are solely between You and the relevant Third-Party Service Provider. ORO Labs is not involved in, and bears no liability for, any such transactions. ORO Labs does not issue, facilitate, or manage $GOLD and bears no liability for any related transactions.

iv. You have conducted Your own due diligence and sought independent legal, financial, tax, and technical advice before accessing or using the Platform or engaging with $GOLD. Your decision to engage with $GOLD is made at Your sole discretion and risk, without reliance on ORO Labs or any information provided on the Platform.

v. ORO Labs is not responsible for any aspects of Your engagement with $GOLD, including but not limited to its issuance, trading, storage, or redemption. Your use of $GOLD shall be governed exclusively by the user agreements and any related agreements You enter into with the respective Third-Party Service Provider, and ORO Labs bears no liability arising from such engagements.

(g) You acknowledge and agree that the Platform is provided on a non-advised basis. ORO Labs does not provide any investment, financial, legal, tax, or other advice, and nothing on the Platform constitutes or should be construed as advice regarding the merits of any transaction or digital asset.

(h) You expressly acknowledge and accept that the Platform is provided on an "as-is" and "as-available" basis. You accept all risks associated with technological failures, cyber-attacks, regulatory actions, external events, and other disruptions that may affect the availability or functionality of the Platform.

(i) Any person acting on Your behalf has been duly authorised to bind You to these Terms.

(j) You acknowledge and agree that:

i. Certain Third-Party Service Providers may use ORO Labs' Intellectual Property to offer certain services.

ii. Your engagement with any Third-Party Service Provider is undertaken at Your sole risk and is subject to their separate terms and conditions.

iii. ORO Labs does not endorse, guarantee, or assume any responsibility for the products, services, performance, or compliance of any Third-Party Service Provider.

(k) By accessing or using the Platform, You confirm that You have read, understood, and agreed to be legally bound by these Terms.

5. FEES AND TAXES

5.1 Fees Payable to ORO Labs: The User shall pay any fees or charges prescribed by ORO Labs for access to or use of the Platform (if any). All such fees are exclusive of any applicable taxes, duties, or levies, which shall be borne solely by the User. ORO Labs reserves the right to modify its fees or introduce new fees at its discretion, and will provide notice of any such changes as required by Applicable Law or these Terms.

5.2 Third-Party Fees and Charges: The User acknowledges that certain services, transactions, or activities facilitated by or referenced on the Platform, including the Trading Platform, may involve Third-Party Service Providers (including but not limited to digital asset exchanges, payment processors, or network operators) who may charge their own fees, commissions, or other amounts. ORO Labs has no control over, and assumes no responsibility for, any such third-party fees or charges. The User is solely responsible for investigating and understanding all fees and charges that may apply to their use of any third-party services or any digital asset transactions, and the User shall bear all such amounts. Any disputes or issues regarding third-party fees are strictly between the User and the relevant Third-Party Service Providers.

5.3 Taxes: The User shall be exclusively responsible for determining, collecting, reporting, and remitting any and all taxes, duties, and governmental charges that may be imposed under Applicable Laws in connection with the User's access to the Platform or any transactions or activities the User undertakes as a result of information obtained through the Platform. This includes, without limitation, any goods and services tax, value-added tax, sales tax, income tax, capital gains tax, or other taxes that may arise from the User's participation in $GOLD or other use of the Platform. ORO Labs does not provide tax advice or guidance, and nothing on the Platform shall be construed as such. The User should consult their own tax advisers to ensure compliance with all tax obligations.

5.4 No ORO Labs Responsibility for User Tax Obligations: ORO Labs has no control over the application of tax laws to the User's activities and shall have no responsibility or liability for the User's compliance (or non-compliance) with tax obligations. ORO Labs shall not be liable for any fines, penalties, sanctions, interest, or other losses incurred by the User as a result of the User's failure to comply with any tax requirements. If any tax authority or other governmental body seeks to hold ORO Labs responsible for taxes or penalties attributable to the User's use of the Platform, the User shall indemnify and hold harmless ORO Labs from and against any such liability, fine, or expense.

5.5 User's Assumption of Risk (Fees and Taxes): The User accesses and uses the Platform entirely at the User's own risk with respect to any fees and taxes. ORO Labs makes no warranty or representation that the information provided on the Platform regarding fees or tax implications is accurate, complete, or up-to-date. ORO Labs does not guarantee that any third-party fees or tax estimates shown (if any are provided) are correct or exhaustive. To the fullest extent permitted by the Applicable Law, ORO Labs disclaims all liability for any cost, expense, loss, or damage arising from fees or taxes connected to the User's use of the Platform or any third-party services.

6. PERSONAL DATA

6.1 ORO Labs shall collect, use, disclose, and otherwise process any Personal Data provided by You in accordance with its Privacy Policy and all Applicable Laws, including the PDPA. By accessing or using the Platform, You acknowledge and consent to the Privacy Policy. While ORO Labs implements reasonable technical and organisational measures to safeguard Personal Data in its possession or control, no system is completely secure, and ORO Labs provides no warranty against unauthorised access, loss, or misuse.

6.2 You acknowledge that the Platform may reference or connect to Third-Party Service Providers or external websites, including through integrations or embedded tools. Any Personal Data disclosed by You to such third parties, or collected by them through Your use of their services, is governed exclusively by their own privacy policies and terms. ORO Labs exercises no control over, and disclaims all responsibility for, the privacy practices, security safeguards, or processing activities of any Third-Party Service Provider. Your engagement with any such third party is entirely at Your own risk.

6.3 You understand that transmission of Personal Data over the internet or telecommunications networks may be subject to interception, loss, alteration, or unauthorised access. ORO Labs does not warrant the security or integrity of any data transmitted to or from the Platform outside its direct control. You are responsible for ensuring that any data shared by You is transmitted in a secure and appropriate manner.

6.4 To the fullest extent permitted by Applicable Law, ORO Labs shall not be liable for any loss, damage, unauthorised access, or misuse of Personal Data occurring outside its systems or arising from actions or omissions of Third-Party Service Providers. ORO Labs does not guarantee the accuracy, security, or legality of any third-party data practices, and shall not be responsible for any consequences arising from Your disclosure of Personal Data to such parties.

6.5 You are responsible for ensuring the accuracy, completeness, and lawfulness of any Personal Data You provide to ORO Labs or any Third-Party Service Provider via the Platform. You shall not upload or transmit the Personal Data of any other individual without proper legal authority or consent. You agree to indemnify and hold harmless ORO Labs from any claims, damages, losses, or liabilities arising out of or in connection with any breach of this clause 6 or violation of any Applicable Law relating to Personal Data.

6.6 Personal Data and usage information may be stored and processed in jurisdictions outside Your country of residence. By using the Platform, You consent to such cross-border data transfers, subject to safeguards outlined in our Privacy Policy.

6.7 ORO Labs may retain activity logs, audit trails, and user communications for legal, security, and operational purposes, including to comply with Applicable Law. By using the Platform, You consent to such retention and potential disclosure in accordance with the Privacy Policy.

7. CONFIDENTIALITY

7.1 You agree to maintain the confidentiality of all Confidential Information obtained in connection with Your access to or use of the Platform and not to disclose, share, or use it for any purpose other than as necessary to access and use the Platform in accordance with these Terms. Confidential Information means any non-public, proprietary, or sensitive information disclosed by or on behalf of ORO Labs, whether in written, oral, electronic, or any other form. This includes, without limitation:

(a) Communications between You and ORO Labs;

(b) business, operational, financial, or technical information related to ORO Labs or its Third-Party Service Provider;

(c) information concerning ORO Labs' Intellectual Property, technology, research, trade secrets, business models, partnerships, or strategic initiatives; and

(d) any other information that is identified as confidential at the time of disclosure or would reasonably be considered confidential given the circumstances.

7.2 The restrictions on disclosure under this clause shall not apply to:

(a) has been released into the public domain with ORO Labs' prior written consent;

(b) was lawfully obtained by You on a non-confidential basis before disclosure by ORO Labs;

(c) becomes publicly available through no breach of these Terms or any other confidentiality obligation by You;

(d) was independently developed by You without reference to or reliance upon ORO Labs' Confidential Information;

(e) was lawfully received from a third party without an obligation of confidentiality; and

(f) information required to be disclosed by Applicable Law, regulation, court order, or regulatory authority, provided that You give ORO Labs prior written notice (where legally permitted) to allow ORO Labs a reasonable opportunity to challenge or limit such disclosure.

7.3 You shall take all reasonable measures to protect ORO Labs' Confidential Information, applying at least the same degree of care as You would to safeguard Your own confidential information, but in no event less than a reasonable standard of care.

7.4 You acknowledge that any unauthorised disclosure or use of Confidential Information may cause irreparable harm to ORO Labs, and ORO Labs shall be entitled to seek injunctive relief or other equitable remedies in addition to any legal remedies available.

8. ORO LABS PLATFORM CONTENT AND INTELLECTUAL PROPERTY RIGHTS

8.1 Unless expressly stated otherwise in writing, the Platform and all content contained therein or made available through it, including but not limited to the ORO Labs logo, branding, trademarks, designs, text, graphics, images, data, software, audiovisual materials, Intellectual Property, and the arrangement thereof (collectively, "ORO Labs Content"), are the proprietary property of ORO Labs or its licensors, as applicable.

8.2 ORO Labs and its licensors exclusively own all rights, title, and interest in and to the Platform and ORO Labs Content, including all associated Intellectual Property Rights. The Platform and its content are protected by trademark, copyright, and other Applicable Laws. The overall appearance, style, and branding of the Platform constitute the distinctive trademarks and trade dress of ORO Labs and its licensors.

8.3 Subject to Your eligibility to use the Platform and compliance with Applicable Laws and these Terms, ORO Labs grants You a limited, non-exclusive, revocable, non-transferable, non-assignable, non-sublicensable, royalty-free, personal licence to access and use the Platform and ORO Labs Content solely for informational and promotional purposes related to Your engagement with the Platform.

8.4 You must not do any of the following concerning ORO Labs Content:

(a) Modify, distort, or create derivative works from ORO Labs Content;

(b) Copy, imitate, register, or otherwise attempt to use ORO Labs' trademarks or trade dress without express written permission;

(c) Remove, alter, or obscure any copyright, trademark, or proprietary notices on the Platform;

(d) Use ORO Labs' Content in connection with any advertisement, marketing, or promotion of third-party products or services;

(e) Use any framing techniques, metatags, or hidden text to enclose, reference, or misappropriate ORO Labs Content;

(f) Republish, distribute, or otherwise make ORO Labs Content publicly available, including on third-party platforms, databases, or compilations;

(g) Make any commercial use of ORO Labs Content, including selling, sublicensing, or incorporating it into products, services, or media for commercial gain;

(h) Use ORO Labs Content in pornographic, violent, discriminatory, defamatory, or otherwise objectionable material;

(i) Use ORO Labs Content in any manner that, in ORO Labs' sole discretion, may damage or tarnish its brand, reputation, or goodwill; and

(j) Attempt to mint, tokenise, or create a cryptographic token representing ORO Labs Content, the Platform, or any related services.

8.5 If You become aware of any unauthorised use of ORO Labs Content in violation of clause 8.4, You must immediately notify ORO Labs at support@orogold.com.

8.6 If ORO Labs determines that You have violated these Terms, including any unauthorised use of ORO Labs Content, it may immediately revoke Your licence to use the Platform and take appropriate legal action. Such violations may also constitute breaches of Intellectual Property laws, communication regulations, and other applicable legal provisions.

8.7 Unless explicitly stated herein, nothing in these Terms shall be construed as granting You any rights to ORO Labs Content, whether by licence, estoppel, implication, or otherwise. ORO Labs reserves the right to revoke access to its Content at any time, with or without cause. This clause does not apply to User-generated content legally posted on the Platform, which remains subject to separate provisions under these Terms.

9. DISCLAIMER

9.1 ORO Labs is not a trading platform, exchange, broker, dealer, financial advisor, custodian, asset manager, intermediary, or payment service provider, nor is it engaged in any other regulated or licensed activity relating to digital assets or financial products. The Platform is a non-custodial, informational user interface that enables Users to access certain technical integrations with independent third-party services, including those relating to $GOLD. ORO Labs does not promote, offer, solicit, facilitate, execute, process, or otherwise participate in any transaction, trade, or exchange involving digital assets, including but not limited to $GOLD. ORO Labs does not hold user funds or digital assets, and does not verify, settle, or supervise any transaction executed through any Trading Platform or otherwise through services provided by Third Party Service Provider.

9.2 You acknowledge and agree that ORO Labs is not licensed or regulated by the Monetary Authority of Singapore or any other financial regulatory authority in any jurisdiction, and that nothing made available through the Platform constitutes regulated financial advice, services, or activity. Use of the Platform is entirely at Your own discretion and risk.

9.3 ORO Labs acts solely as a technical interface for Your interaction with $GOLD and related services. We do not have possession, custody, or control of Your funds or digital assets at any time. ORO Labs is not involved in the execution of any transactions on Your behalf, and We do not create, issue, or hold $GOLD tokens or any other digital assets for users. Any transaction You conduct, asset You transfer, or value You hold (including in $GOLD) is entirely Your responsibility and is carried out through Third Party Service Providers.

9.4 The $GOLD tokens accessible via the Platform are issued by Third Party Service Providers. However, neither the Monetary Authority of Singapore nor any other regulatory authority has reviewed, approved, or endorsed the $GOLD tokens. $GOLD tokens are not bank deposits, legal tender, or securities qualified by a prospectus registered with Monetary Authority of Singapore, and they are not subject to any statutory compensation scheme. The Platform and the Services are not intended for distribution to, or use by, any person or entity in Singapore, or in any jurisdiction where access or use would be unlawful or require registration, licensing, or regulatory approval. ORO Labs reserves the right to restrict or terminate access in any such jurisdiction without notice.

9.5 All use of the Services and any engagement with $GOLD is at Your own risk. The Services are provided on an "as is" and "as available" basis without any warranty of any kind. ORO Labs disclaims all warranties and guarantees, express or implied, to the fullest extent permitted by Applicable Law. This disclaimer includes, without limitation, any warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and any warranties that the Services or $GOLD will meet Your requirements or expectations. ORO Labs does not warrant or guarantee that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any information provided through the Services will be accurate, reliable, or complete. You assume full responsibility for any decisions or actions You take based on information or functionality available through the Services.

9.6 ORO Labs shall not be responsible or liable for the acts, omissions, or failures of any Third-Party Service Providers. ORO Labs does not endorse, guarantee, or assume responsibility for any services or information provided by such third parties. Your dealings with any Third-Party Service Provider are solely between You and that provider, and You engage with them at Your own risk. You bear full legal and financial responsibility for any loss, damage, or other consequences arising from You use of Third-Party Service Providers. ORO Labs hereby disclaims all liability for any issues or disputes arising from the actions or inactions of any Third-Party Service Provider, including their failure to properly execute transactions, safeguard assets, or comply with Applicable Laws.

9.7 You acknowledge and agree that digital tokens such as $GOLD carry a high degree of risk. Their value may fluctuate significantly and unpredictably over time, and may be affected by factors including, but not limited to, market volatility, trust in token mechanics, lack of liquidity, regulatory developments, and changes in macroeconomic conditions. There is no guarantee of profit, redemption, or value preservation, and You may suffer a total loss of funds. Past performance is not indicative of future results. You are solely responsible for determining whether $GOLD is suitable for You financial situation and risk tolerance. If You do not fully understand how digital assets operate, including the role of blockchain technology, smart contracts, custody mechanisms, or redemption procedures, You should not interact with such tokens.

9.8 You are solely responsible for complying with all Applicable Laws in connection with Your use of the Platform, including Applicable Law relating to digital assets, taxation, AML/CFT, securities, consumer protection, and cross-border activity. ORO Labs makes no representation that the Platform or $GOLD is appropriate, lawful, or available in any specific jurisdiction. You must not use the Platform in any jurisdiction where such use is restricted, unauthorised, or unlawful. ORO Labs shall not be liable for any claims, penalties, fines, or enforcement action brought against You as a result of any breach of Applicable Law. You are fully responsible for obtaining legal, financial, tax, and regulatory advice relevant to Your activities.

10. USE OF $GOLD

10.1 The availability, value, and use of $GOLD referenced on the Platform are subject to prevailing market conditions, the operational policies of independent Third-Party Service Providers, and Applicable Laws. ORO Labs does not issue, manage, hold, or redeem $GOLD, and makes no representations or warranties of any kind regarding its utility, stability, liquidity, price performance, legal classification, or future value.

10.2 You acknowledge and agree that the price, accessibility, and functionality of $GOLD may be significantly influenced by factors outside ORO Labs' control, including but not limited to fluctuations in market demand, shifts in economic sentiment, liquidity constraints, third-party performance, or changes in the Applicable Law or regulation. There is no assurance that $GOLD will retain any value or that it will remain tradable, transferable, or redeemable.

10.3 ORO Labs does not verify, or guarantee any claims made by Third-Party Service Providers or token issuers concerning the underlying gold backing of $GOLD, its storage, redemption terms, or regulatory treatment. Any assertions regarding $GOLD's equivalence to or exchangeability for physical gold, fiat currency, or other assets are the sole responsibility of the Third Party Service Providers.

10.4 By interacting with $GOLD, You acknowledge and accept the following risks:

(a) Price Volatility: The value of $GOLD may rise or fall unpredictably, and You may experience losses.

(b) Irreversibility of Transactions: Transactions in $GOLD may be permanent and non-recoverable once processed.

(c) Security Risks: Risks include unauthorised access, hacking, fraud, or theft, which may result in the loss of $GOLD.

(d) Technical Failures: Hardware, software, internet connectivity issues, or service outages may disrupt transactions.

(e) Regulatory Risks: Changes in Applicable Laws, policies, or regulatory actions may impact the availability or use of $GOLD.

(f) Third-Party Dependencies: ORO Labs does not directly control the issuance, storage, trading, or redemption of $GOLD, and all interactions with Third-Party Service Provider are at Your own risk.

10.5 ORO Labs does not provide any form of investment, legal, financial, tax, or other regulated advice. All references to $GOLD on the Platform are for general informational purposes only and shall not be construed as a recommendation, offer, or endorsement. You are solely responsible for assessing the nature, suitability, legality, and consequences of engaging with $GOLD. You should undertake Your own due diligence and consult with appropriately qualified independent advisers before making any decisions.

11. KNOW-YOUR-CUSTOMER AND AML/CFT REQUIREMENTS POLICY

11.1 You agree to provide ORO Labs and/or any integrated Third-Party Service Provider with all information that may be reasonably requested for the purposes of identity verification, access control, and compliance with applicable AML/CFT, financial crime, and sanctions-related laws and regulations ("AML/CFT Requirements"). You acknowledge that You may be required to complete certain verification procedures before being permitted to access or use specific features of the Platform or services provided by Third-Party Service Providers.

11.2 You represent and warrant that all information, documents, and declarations provided during any onboarding or verification process are true, complete, and accurate, and that You have not withheld any material information that may affect ORO Labs' or any Third-Party Service Provider's assessment of Your eligibility. You shall promptly notify ORO Labs in writing of any changes to such information and shall provide any additional information or documentation as may be required under Applicable Laws or by ORO Labs or its integrated service partners.

11.3 You acknowledge that You may be required to undergo enhanced due diligence, including the submission of additional documentation, records, or information relating to Your identity, source of funds, and source of wealth. You may also be required to participate in additional verification steps or meetings as requested by ORO Labs or any relevant Third-Party Service Provider.

11.4 ORO Labs (or any service provider integrated into the Platform) is authorised to conduct, directly or through third parties, any inquiries, checks, or investigations it deems necessary to verify the accuracy and completeness of the information provided. You agree to cooperate fully with such inquiries and to furnish all requested information in a timely manner. Failure to do so may result in restricted access, suspension, or termination of Your ability to use the Platform or any Third-Party Services.

11.5 If You are unable to satisfy any applicable AML/CFT Requirements, ORO Labs reserves the right, at its sole discretion, to restrict, suspend, disable, or terminate Your access to the Platform or any integrated services, in whole or in part. ORO Labs may also deny any future attempts to access the Platform or its features.

11.6 Notwithstanding any other provision in these Terms, ORO Labs is under no obligation to permit any action, transaction, or interaction if, in its sole and reasonable opinion, doing so would result in a breach of any Applicable Law, including but not limited to AML/CFT Requirements, or expose ORO Labs to regulatory, reputational, or legal risk.

12. LIMITATION OF LIABILITY

12.1 To the maximum extent permitted by Applicable Law, ORO Labs and its affiliates, founders, investors, directors, officers, employees, agents, contractors, and service providers shall not be liable for any direct, indirect, incidental, consequential, special, punitive, exemplary, or other damages (including loss of profits, goodwill, or opportunity), whether in contract, tort (including negligence), equity, statute or otherwise, arising out of or in connection with:

(a) Your access to or use of the Platform;

(b) Your reliance on any information, data, or content made available through the Platform;

(c) Your interaction with any Third-Party Service Provider or use of services facilitated or referenced by the Platform.

(d) Any transaction, trade, holding, redemption, or transfer involving $GOLD;

(e) Any failure, error, delay, omission, or inaccuracy in Platform functionality or any third-party interface or integration;

(f) Any disruption, loss, or corruption of data or $GOLD;

(g) Your access to or use of the Trading Platform;

(h) Any reputational damage or diminution in goodwill;

(i) Any unauthorised access, system breach, security vulnerability, smart contract failure, network outage, or malicious attack (including phishing, malware, or hacking);

(j) Any action or inaction by a Third-Party Service Provider or failure of a token issuer, custodian, exchange, or wallet service provider;

(keeping) Any suspension, restriction, or termination of Your access to the Platform; or

(m) Any other matter beyond ORO Labs' reasonable control, including acts of God, cyberattacks, regulatory actions, government restrictions, or changes in Applicable Law.

12.2 Nothing in these Terms shall exclude or limit liability that cannot be lawfully excluded or limited under Applicable Law, including liability for fraud, gross negligence, or wilful misconduct. All limitations and disclaimers in these Terms are subject to this provision.

12.3 Subject to clause 12.2, and without prejudice to the disclaimers and exclusions above, ORO Labs' total aggregate liability to You, whether in contract, tort, equity, under statute, or otherwise, for any and all claims arising out of or in connection with Your use of the Platform or these Terms shall be limited to the lesser of:

(a) the total amount of fees, if any, paid by You to ORO Labs in the six (6) months immediately preceding the event giving rise to the claim; or

(b) Singapore Dollars One Hundred (SGD $100).

12.4 These limitations of liability shall apply even if ORO Labs has been advised of the possibility of such damages or if the remedies otherwise available under these Terms fail of their essential purpose. You acknowledge and agree that these limitations are reasonable and form a material basis for ORO Labs' willingness to make the Platform available to You.

13. INDEMNIFICATION

13.1 To the fullest extent permitted by Applicable Law, You agree to indemnify, defend, and hold harmless ORO Labs, its affiliates, group entities, and their respective directors, officers, employees, agents, investors, founders, successors, and assigns from and against any and all claims, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable legal fees and expenses) arising out of or related to:

(a) Any breach by You of these Terms or of any other terms, guidelines, or policies provided by ORO Labs, or any violation of Applicable Law, regulation, or court order (including those relating to financial services, AML/CFT, securities, consumer protection, or digital assets);

(b) Any use or misuse of the Platform, Services, or $GOLD, including but not limited to any negligent, fraudulent, unlawful, or wilful act or omission by You in connection with such use;

(c) Your engagement or interaction with any Third-Party Service Provider referenced on or accessed via the Platform, including any disputes, errors, service failures, misrepresentations, or other matters arising from such engagements;

(d) Any inaccuracy, omission, or misrepresentation in any information, document, or representation provided by You to ORO Labs or any third party;

(e) Your violation of any third-party rights, including but not limited to intellectual property rights, data protection rights, contractual rights, or confidentiality obligations;

(f) Any claim, action, or demand brought by a third party against an Indemnified Party that arises from or is connected to Your access to or use of the Platform, Services, or $GOLD.

13.2 Under this clause 13, You shall be fully responsible for reimbursing ORO Labs, its affiliates, parent company, subsidiaries, and their respective directors, officers, employees, contractors, agents, investors, founders, successors, and assigns (each a "Protected Party") for any and all losses, liabilities, damages, costs, and expenses incurred in connection with any matter covered by the indemnity, including legal fees and professional expenses on a full indemnity basis.

13.3 ORO Labs reserves the exclusive right, at its sole discretion and without limiting Your obligations under this clause 13, to assume the defence and control of any claim, action, or proceeding subject to indemnification. You agree to provide full cooperation and assistance to ORO Labs in connection with any such defence, and You shall not settle or compromise any claim or dispute without ORO Labs' prior written consent.

13.4 This indemnification obligation shall survive any termination or expiry of these Terms, and shall remain in effect for so long as any underlying liability, claim, or obligation may subsist.

14. GOVERNING LAW

14.1 These Terms (and any dispute or claim arising out of or in connection with them or their subject matter) shall be governed by and construed in accordance with the Applicable Laws of Singapore, without regard to its conflict of laws principles.

14.2 If the Applicable Laws of Your jurisdiction do not permit certain limitations of liability or exclusions of warranties, then such provisions shall apply only to the extent permitted by Applicable Law. Nothing in these Terms shall deprive You of any mandatory consumer protections available under local law.

15. DISPUTE RESOLUTION

15.1 Good Faith Resolution

ORO Labs and You agree to make reasonable efforts to resolve any Dispute in good faith before initiating arbitration, small claims court proceedings, or seeking equitable relief. If the parties fail to reach a resolution within the timeframes set out in clauses 15.2(b) and 15.2(c), either party may commence arbitration.

15.2 Mandatory Arbitration of Disputes

ORO Labs and You agree that any dispute, claim, or controversy arising out of or relating to these Terms—including any breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services, Platform, or these Terms (collectively, "Disputes")—shall be resolved through the following dispute resolution process:

(a) Initial Complaint Submission: You must first submit a complaint regarding the Dispute to ORO Labs at support@orogold.com.

(b) Formal Dispute Notification: If the Dispute is not satisfactorily resolved within ten (10) business days from the date of the email, You must provide ORO Labs with detailed particulars and all relevant information regarding the Dispute at support@orogold.com for further resolution. You must also provide any additional information requested by ORO Labs.

(c) If the Dispute remains unresolved 30 business days after submission under clause 15.2(b), either party may submit the Dispute to final and binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the SIAC Rules, which are deemed incorporated by reference into this clause.

The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. Any arbitration hearings will take place in Singapore, unless We agree to a different location, but will be conducted remotely to the extent permitted by the SIAC Rules. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability, and scope of this arbitration agreement. This arbitration provision shall survive termination of these Terms.

15.3 Notwithstanding the foregoing, ORO Labs reserves the right to initiate proceedings against You, including seeking injunctive or other equitable relief, in any court or venue of its choosing.

15.4 All Disputes shall be resolved on an individual basis. You and ORO Labs waive any right to bring or participate in a class, collective or representative action or arbitration. The arbitral tribunal shall have no authority to consolidate claims or grant relief on a class-wide basis.

16. MISCELLANEOUS

16.1 Access Restriction: ORO Labs reserves the right, at its sole discretion, to restrict, suspend, or terminate access to the Platform for any reason, including blocking access from certain internet protocol addresses or devices.

16.2 Amendments to the Terms: Your use of the Platform is governed by the version of these Terms in effect at the time of use. ORO Labs reserves the right to update, modify, or amend these Terms at any time, without prior notice. Any changes will be posted on the Platform, and the revised Terms will take effect immediately upon posting. It is Your sole responsibility to review the Terms periodically to stay informed of any updates. In the event of material changes, ORO Labs will make reasonable efforts to notify You, such as by posting a notice on the Platform or sending an email to Your registered address. You may also be required to accept the revised Terms upon Your next login before accessing the Services. Your continued use of the Platform following any modifications constitutes Your acceptance of the revised Terms. If You do not agree with the changes, Your sole remedy is to discontinue use of the Services.

16.3 Assignment: You may not assign or transfer Your rights or obligations under these Terms without ORO Labs' prior written consent. Any attempt to do so shall be null and void. ORO Labs may freely assign or transfer its rights and obligations under these Terms without restriction.

16.4 Contact Information: For any inquiries, You may contact ORO Labs at support@orogold.com.

16.5 Entire Agreement: These Terms constitute the entire agreement between You and ORO Labs, superseding all prior oral or written agreements regarding the use of the Platform.

16.6 Force Majeure: ORO Labs shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:

(a) Changes in the Applicable Law or regulations;

(b) Acts of God, war, riots, or civil unrest;

(c) Natural disasters, fire, or floods;

(d) Government actions, embargoes, or sanctions;

(e) Strikes, labour shortages, or supply chain disruptions;

(f) Cyberattacks, hacking, or security breaches; or

(g) Disruptions to the Internet, blockchain networks, or financial systems.

16.7 Local Laws: You are solely responsible for complying with all Applicable Laws in Your jurisdiction, including those relating to tax, foreign exchange, reporting, and use of digital assets. It is Your responsibility to determine whether, and to what extent, any taxes apply to Your access to or use of the Platform or any Third-Party Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. ORO Labs does not provide tax advice and shall not be responsible for determining any User's tax obligations.

16.8 No Waiver: Failure by ORO Labs to enforce any right or provision under these Terms shall not constitute a waiver unless expressly acknowledged in writing. The exercise of any remedy under these Terms does not preclude the exercise of any other remedy available under the Applicable Law.

16.9 Notices: Unless stated otherwise, all notices under these Terms will be provided electronically via email. Notices shall be deemed received when an email delivery report or system record confirms receipt. If a notice is sent outside business hours (9:00 AM – 5:00 PM Singapore time), it will be deemed received on the next business day.

16.10 Set-Off: You acknowledge and agree that ORO Labs shall have the right, but not the obligation, to set off any amounts that You owe to ORO Labs (whether arising under these Terms or otherwise, whether present, future, actual, contingent, or prospective, and irrespective of the currency, payment method, or jurisdiction) against any amounts that ORO Labs may owe to You. You shall not have any right to set off any amounts owed by ORO Labs against any obligations You may have.

16.11 Severability: If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a court or regulatory authority, such provision shall be severed, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by the Applicable Law.

16.12 Survival: Any provisions of these Terms that by their nature should survive termination, including but not limited to confidentiality, limitation of liability, disclaimers, and indemnification, shall remain in full force and effect.

16.13 Third-Party Websites and Services: The Platform may contain links to third-party websites, applications, or services, which may be governed by separate terms and privacy policies. ORO Labs is not responsible for, and does not endorse, the terms, policies, or practices of any third party.

16.14 Public Statements: You shall not issue any press release, public filing or social-media statement referencing ORO Labs, the Platform or $GOLD without ORO Labs' prior written consent, except where required by law.

SCHEDULE 1 - RISK DISCLOSURE STATEMENT

This Risk Disclosure Statement forms an integral part of the Terms and Conditions governing your access to and use of the Platform provided by ORO Labs. Capitalised terms used but not defined herein shall have the meanings ascribed to them in the Terms.

1. GENERAL RISK ACKNOWLEDGEMENT

1.1 You acknowledge and agree that your use of the Platform, any interaction with $GOLD, and any engagement with Third-Party Service Providers (including via the Trading Platform) involve significant risks, including the potential for loss of the entire value of your digital assets.

1.2 Digital assets such as $GOLD are not legal tender, securities, or bank deposits. They are not backed by any government or central bank, and their value is determined solely by market supply and demand. There is no guarantee of stability, liquidity, or profitability.

1.3 Transactions in digital assets are highly speculative and volatile. Price swings may be extreme and sudden, and markets may be illiquid or subject to manipulation, regulatory intervention, or systemic failure. You may suffer substantial and irreversible losses, including total loss of your principal.

2. SPECIFIC RISKS ASSOCIATED WITH DIGITAL ASSETS

2.1 Volatility and Market Risk: The market value of digital assets is subject to extreme fluctuations. Even stable-value assets like $GOLD may experience significant volatility due to changing market sentiment, macroeconomic factors, or trust in the gold-backing mechanism. There is no assurance that $GOLD or any other asset accessible through the Platform will retain value over time.

2.2 Liquidity Risk: There may be limited or no active market for certain digital assets. Under adverse conditions, it may be difficult or impossible to buy, sell, or redeem assets at a desirable price or within a reasonable timeframe.

 

2.3 Technology and System Risk: Digital asset systems rely on blockchain technology and third-party platforms. These may suffer from bugs, security vulnerabilities, forks, outages, or cyberattacks, potentially resulting in permanent loss of access or funds. ORO Labs does not control the blockchain, smart contracts, or systems operated by Third-Party Service Providers.

2.4 Transaction Irreversibility: Blockchain transactions are final and irreversible. Incorrect wallet addresses, lost private keys, user error, or malicious activity may result in the permanent loss of your digital assets without the possibility of recovery.

2.5 Custody Risk: ORO Labs does not custody or control any fiat or digital assets directly. Custodial arrangements, if any, are provided by Third-Party Service Providers. ORO Labs does not audit or guarantee any representations made by such parties regarding the safekeeping or availability of assets.

2.6 Regulatory Risk: Digital assets may be subject to evolving regulatory frameworks. Changes in laws, regulations, enforcement policies, or regulatory interpretations could adversely impact your ability to use or redeem digital assets, or result in the suspension or termination of certain services.

2.7 Third-Party Service Dependency: ORO Labs does not provide, control, or assume responsibility for services provided by Third-Party Service Providers. Any failure, delay, fraud, insolvency, or regulatory action involving such parties may result in partial or total loss of your assets, or inability to access the Trading Platform or perform transactions.

2.8 Technological Disruption: Advancements in cryptography, computing (e.g., quantum computing), or artificial intelligence may compromise the security of blockchain protocols and digital asset infrastructures, resulting in a loss of digital assets or system failure.

SCHEDULE 1 - LIST OF PROHIBITED JURISDICTIONS

The jurisdictions listed below are indicative only. ORO Labs reserves the right to update this list at any time and to treat any other jurisdiction as a Prohibited Jurisdiction where required by law or its internal risk policies.

1. Afghanistan

2. American Samoa

3. Belarus

4. Central African Rep

5. Congo, the Democratic Republic

6. Cuba

7. Eritrea

8. Ethiopia

9. Guam

10. Haiti

11. Iran

12. The Islamic Republic of Iraq

13. Lebanon

14. Libya

15. Mali

16. Myanmar

17. Nicaragua

18. North Korea

19. North Mariana Islands

20. Puerto Rico

21. Russian Federation

22. Singapore

23. Somalia

24. South Sudan

25. Sudan

26. Syria

27. Ukraine regions of Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson

28. Venezuela

29. Yemen

30. Zimbabwe

Contact Information

For any inquiries regarding these Terms and Conditions, please contact ORO Labs at support@orogold.com

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