Argent End-User Licence Agreement (“EULA”)

Important words and definitions

In this Agreement, the following words have the following meanings:

“Account”

means a user account which is individual to you, and which may be registered in respect of a unique identifier that identifies you on a software protocol that enables the transfer and exchange of Tokens.

“App”

means the Argent app, version 0.1 or later, which may be made available as a downloadable mobile software application or which may be accessed via an internet browser and used from a desktop or laptop computer.

“Argent”

means Argent Labs Limited, a company registered in England and Wales with registration number 11093638.

“Data Protection Legislation”

means the DPA, GDPR, PECR and all such legislation as may supplement, amend or replace them from time to time.

“Device”

means a mobile telephone with internet functionality, or a computing device with internet functionality (such as a touchscreen ‘tablet’).

“DPA”

means the Data Protection Act 2018 and all subordinate legislation to it.

“GDPR”

means Regulation (EU) 2016/679.

“Guardian”

means an individual, organisation or device which you may elect to provide verification and other security features to you, such as enabling the recovery of your account and/or acting as a point of approval for certain transactions.

“Online Specification”

means any technical specification of the App’s functionality or commercial details relating to pricing or similar details which may be posted on our website or made available via the App from time to time.

“PECR”

means the Privacy and Electronic Communications (EC Directive) Regulations 2003.

“Personal Data”

has the meaning set out in the Data Protection Legislation.

“Services”

means the functionality of the App offered to Users, including the ability for those Users to appoint Guardians and to execute Transactions.

“Token”

means any digital token or asset (which may be referred to as a ‘cryptocurrency’) which is made available for transfer, storage, or exchange using the App.

“User”

means an individual who registers an account to use the App; and terms such as “Users” shall be interpreted accordingly.

Where this end-user licence agreement refers to “you” or “your” it means the individual accepting this agreement; where it refers to “us”, “our” or “we” it means Argent.

Compatibility Notice

The App is designed to work on mobile phone devices with iOS operating systems 11 or later and Android operating systems 6.0 or later. The App is designed to function in portrait mode only and is not optimised for tablets.

1. Acknowledgements

1. Use of the App by you is governed by the terms of this EULA but may also be subject to any rules or policies applied by any appstore provider or operator from whose site you may download the App (such a site an “Appstore”, and such rules “Appstore Rules”).
2. We may change these terms at any time without notice. Any such changes shall take effect on the next occasion that you make use of the App. Any such new terms may be displayed on-screen when you next use the App and you may be required to read and accept them in order to continue your use of the App.
3. The terms of this EULA apply to the App and to any updates or supplements to the App, unless such additions are provided pursuant to separate terms, in which case those terms shall apply. If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this EULA.
4. From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.
5. You will be assumed to have obtained permission from the owners of any mobile telephone or handheld devices that are controlled, but not owned, by you which you may use to access or use the App. You and they may be charged by your and their service providers for internet access on the Devices. You accept responsibility in accordance with the terms of this EULA for the use of the App on any such Device, whether or not it is owned by you.
6. The terms of our privacy policy (the “Privacy Policy”) are incorporated into this EULA by reference and apply to your use of the App. You acknowledge and agree that internet transmissions are never completely private or secure.
7. All use of the App is subject to the terms of our Privacy Policy. Continuous, stable, secure provision of the App necessitates our collection of technical information about the Devices and related software, hardware and peripherals to enable us to improve our products and to provide any Services to you. You agree that we may contact you from time to time by email, telephone, post or SMS with information about goods or services that may be of interest to you.
8. The App or any Service may contain links to other independent third-party websites (“Third-party Sites”). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.
9. Any words following the terms including, include, in particular or for example or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words.

2. Service Status

1. The services offered via the App relate to the transferring of digital Tokens facilitated by blockchain technology. The App does not facilitate the storage or sending of fiat currencies.
2. The App and the Services are not regulated by the Financial Conduct Authority (the “FCA”). Argent does not hold any authorisations from the FCA and the Tokens that you may store, exchange and transfer using the App are not covered or underwritten by the Financial Services Compensation Scheme. Accordingly, the App should not be used as a substitute for banking services, nor as a substitution for any other form of regulated financial services activity.

3. Your Account and Guardians

1. In order to receive the Services you must register and create an Account using the functionality provided via the App. The security of your Account is your own personal responsibility and Argent shall have no liability whatsoever for any failure by you to keep your passwords (or any other security keys or login information) secure and private.
2. The App provides functionality enabling you to appoint Guardians. The appointment of Guardians is your personal choice and sole responsibility.
   
   1. Where you appoint a third party as a Guardian, you must ensure that the Guardian you appoint is trustworthy and that you verify their identity appropriately before making such an appointment. Should you ever require an appointed Guardian to assist you, responsibility for contacting that Guardian will be solely yours – so you should take steps to ensure that any third party that you may appoint is easily contactable by you.
   2. Where you choose to use a device as a Guardian, you agree to take personal responsibility for the upkeep and maintenance of that device, as well as for ensuring that it is kept secure from loss, theft and unauthorised third party access.
   3. Appointment of a Guardian is optional, but you acknowledge that if you do not choose to appoint one or more Guardians that Argent will be unable to help you recover your Account if you lose your Device or fail to remember your password.
   4. Appointment of multiple Guardians is optional, and may help you to avoid losing contact with one or more of the Guardians that you have appointed. However, Argent is unable to assist you in ensuring that any Guardians which you do appoint achieve either consensus or a majority in the event that you require verification or authorisation from them. In the event of deadlock between Guardians that you have appointed you will be solely responsible for resolving that deadlock and acknowledge that Argent will be unable to assist you.
3. Argent shall have no liability for the actions, failures or absence of Guardians and you agree that you shall be responsible for any disputes which may arise between you and a Guardian that you appoint (or any third party which may have the right to exercise any authority or control over any such Guardian).

4. Argent Guard

1. You may use the ‘Argent Guard’ functionality as one of your selected Guardians. Argent Guard provides a way for you to recover your Account should you ever lose a Device.
2. Recovery of your Account using Argent Guard relies on you promptly responding to one or more electronic messages (which may be sent by SMS and/or e-mail) seeking verification of your identity (“Recovery Messages“). Failure to respond to Recovery Messages promptly, or at all, may result in the links within them becoming void, and you may be restricted from requesting further Recovery Messages for a period of time thereafter.
3. Recovery Messages may invite you to submit a unique code or identifier to Argent to verify your identity. Repeated failures to provide correct or valid identifiers may result in your Account being locked or made unavailable for a period of time.
4. Argent Guard may be used as one of your Guardians and you may choose to have additional security steps required to re-access your Account.

5. Scope of service and licence

1. The App enables you to send and receive Tokens (each such event a “Transaction”). The choice to enter into Transactions is solely your own and you acknowledge that Argent does not offer or undertake to verify the identity of any counterparty with which you may interact. You shall have sole responsibility for identifying and verifying the counterparties to Transactions that you elect to enter into, and Argent shall have no responsibility or liability for any decision by you to send Tokens to any third party.
2. Argent shall have no liability to you in the event that you send Tokens to an unintended recipient. Argent is unable to ‘cancel’ or ‘undo’ transactions that you enter into using the App and shall have no liability for any Transactions which you enter into mistakenly.
3. Where you attempt to enter into a Transaction, there may be a delay between your initiation of that Transaction and its eventual execution. Such delays may be caused by delays inherent in the functioning of the underlying Token network across which your Transaction will be executed. Argent shall have no responsibility for any such delays, no matter how such delays may arise.
4. Where you enter into a Transaction in anticipation of receiving goods, assets or services in consideration for Tokens, Argent shall have no responsibility or liability to you in respect of that consideration. In particular Argent shall have no responsibility to you for making or facilitating any form of refund or compensatory award to you in the event that your anticipated consideration does not materialise or is of unsatisfactory quality.
5. The App facilitates Transactions of selected Tokens. Argent reserves the right to add or remove particular Tokens from the scope of the Services at any time without notice. The fact that any particular variety of Token is (or is not) featured within the scope of the Services should not be interpreted as any form of endorsement of that Token by Argent. Argent does not recommend or endorse any particular Token for any purpose.
6. Transactions of Tokens rely on the proper functioning of software protocols not owned by Argent. The relevant protocols include publicly available open source programs, and Argent disclaims all liability for any failure by those protocols to operate as expected or at all. In particular, Argent shall have no responsibility for any changes to such protocols, or any ‘forking’ of those protocols that result in multiple instances of them existing simultaneously. You acknowledge and agree that you are responsible for informing yourself about the operation of the relevant software protocols that underpin any Tokens that you choose to use in Transactions, and that you are solely responsible for making yourself aware of any protocol ‘forks’ and taking appropriate action to safeguard yourself from the effects of the same.
7. In consideration of you agreeing to abide by the terms of this EULA, we grant you a non-transferable, non-exclusive licence to use the App on your Devices, subject to these terms, the Privacy Policy and any applicable Appstore Rules. We reserve all other rights.

6. Claims and liability

1. You accept that any transaction, transfer, or contract which you may enter into with any other User or third party shall be a private arrangement between you and that entity. Argent shall not be responsible for, nor a party to, such arrangements and the responsibility for settling any disputes arising from the same shall be solely yours. In particular you accept that Argent shall have no responsibility for verifying the identity of entities to whom you may transfer Tokens using the functionality of the App.
2. Accordingly, you release Argent from all liability for claims, liabilities and losses arising from the type of arrangements described in clause 5.1, and agree that Argent shall have no liability for, or in relation to, any dispute which may arise between you and any other user for any reason.
3. For the avoidance of doubt, nothing in this clause 5 shall be construed as barring, limiting or otherwise fettering any legal rights that a User may have to commence any form of legal action against any other User or any third party with which they may have entered into any transaction or arrangement involving Tokens.
4. Argent is not regulated by the Financial Conduct Authority and does not provide or offer insurance cover to users.
5. Tokens may be ascribed value by third parties (either by way of a cash valuation, or a valuation expressed in other Tokens). Argent makes no representations or warranties about any valuation ascribed to Tokens, which depend entirely on the opinions of third parties. Accordingly, Argent shall have no liability for any fluctuations in the value of Tokens

7. Licence restrictions

Except as expressly set out in this EULA or as specifically permitted by any local law, you agree:

1. not to copy the App except where such copying is incidental to normal use of the App, or where it is necessary for the purpose of back-up or operational security;
2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
3. not to make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs;
4. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
   
   1. is used only for the purpose of achieving inter-operability of the App with another software program;
   2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
   3. is not used to create any software that is substantially similar to the App;
5. not to provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without prior written consent from Argent; and
6. to comply with all technology control or export laws and regulations that may apply to the technology used or supported by the App or any Service.

Together such conditions the “Licence Restrictions”.

8. Events outside our control

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this EULA that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks (each an “Event Outside Our Control”).
2. If an Event Outside Our Control takes place that affects the performance of our obligations under this EULA:
   
   1. our obligations under this EULA will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
   2. we will use our reasonable endeavours to find a solution by which our obligations under this EULA may be performed despite the Event Outside Our Control.

Indemnity

1. You undertake to indemnify and hold Argent harmless in respect of all costs, charges, damages or losses which it may suffer in relation to your use of the App, including in relation to (a) any content which you may upload to the App or any interaction you may have with any other user of the App, (b) any tax implication for which Argent may become liable as a result of your use of the App, and (c) any classification of you as an employee of Argent (or similar) by any tax authority or employment tribunal.

Other important terms

1. We may transfer our rights and obligations under this EULA to another organisation, but this will not affect your rights or our obligations under this EULA.
2. You may only transfer your rights or obligations under this EULA to another person if we agree in writing.
3. If we fail to insist that you perform any of your obligations under this EULA, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
4. Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
5. Please note that this EULA, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
6. The use of this App is lawful in England and Wales. Should you choose to use the App, either as a Provider or Demander, anywhere else in the world you are responsible for checking local law and ensuring your compliance with it.