These Terms and Conditions (“T&Cs”) comprise the full terms and conditions under which
Roseon App Limited (the “Company”), a limited company registered in Nevis (No. C52663), will
provide its software services, including, but not limited to, its mobile app platform and website
(from now on, collectively, the “Roseon.Finance Platform”, the “Platform”, “App” or “Roseon”).
The user of any or all components of the Platform (“the User”) accepts these terms for
him/herself and/or on behalf of the entity he/she represents, if applicable, together with any of
its Affiliates, Employees, Directors, Officers, Agents or other related Parties, by either physically
or electronically signing the T&Cs or even by simply using the Roseon.Finance Platform.
Accessing and/or using the platform in any way implies that the User has read carefully these
T&Cs and understands and unconditionally and irrevocably accepts any of its contents, terms,
rules and provisions. The Company and the User may be referred throughout this document
singly as a “Party as well as jointly as the “Parties”. This document constitutes the entire
agreement between the Parties with respect to the access and usage at any level of the
Platform and the supply of any of its services or activities, and supersedes all prior
understandings or agreements, whether written (by email or any other format) or verbal. The
User, in addition to the specific provisions below, is solely responsible for understanding and
complying with any and all laws, rules and regulations of its specific jurisdiction that may be
applicable to the User himself in connection with the use of any and all services and activities
accessible or provided by the Roseon.Finance Platform. IF THE USER DOES NOT ACCEPT
ACTIVITIES WITHIN THE PLATFORM. The invalidity or unenforceability of any provision of
these T&Cs will not adversely affect the validity or enforceability of the remaining provisions. All
notices and other communications required or permitted to be served or given shall be in writing
(including by email). The failure of the Company to enforce the terms of these T&Cs does not
constitute a waiver and will in no way affect the right to later enforce such terms. Any heading,
caption, or paragraph title contained in these T&Cs is inserted only as a matter of convenience
and in no way defines or explains any paragraph or provision hereof. These T&Cs may be
executed in any number of counterparts, which taken together will represent a single document.
Digital, facsimile, and other electronic signatures will be deemed to be originals and will be
enforceable between the parties.
1.1. In addition to any definitions contained within the body of these T&Cs, the following terms
will have the meaning and will be interpreted as follows:
1.1.1. “Blockchain” - a digital ledger of transactions that is duplicated and distributed
across a network of computer systems.
1.1.2. “Exchange” an entity (“Centralized Exchange” or “CEX”) or a set of Smart
Contracts (“Decentralized Exchange” or “DEX”) facilitating the swap of different Digital
Token and/or of Digital Token and fiat currencies.
1.1.3. “Binance Smart Chain” or “BSC” – Binance Smart Chain (BSC) is a blockchain
network fostered by the Binance Exchange built for running smart contract-based
1.1.3. “Ethereum” a fully decentralized blockchain network built for running smart
contract-based application and based on the Ether token.
1.1.4. “Digital Token” – a cryptographically-secured representation of a token-holder's
rights to receive a benefit or to perform specified functions.
1.1.5. “Smart Contract” programs stored on a blockchain that run automatically and
independently when predetermined conditions are met.
1.1.6. “DeFi" or “Decentralized Finance” is a blockchain-based form of finance
applications that do not rely on central financial intermediaries such as brokerages,
exchanges, or banks to offer traditional financial instruments, and instead utilize smart
contracts on blockchains.
1.1.7. “Stablecoin” a Digital Token that aims to maintain a non-volatile, stable value
through the use of different mechanics, like pegging to a fiat currency, to other Digital
Tokens, to a mixed basket thereof, or through the application of algorythmic and/or
mathematical formulas.
1.1.8. “Liquidity Mining” - means providing liquidity by locking Digital Tokens in DEXs,
in exchange for fees and other rewards, typically denominated in another Digital Token
affiliated to or issued by the DEX.
1.1.9. “Yield Farming” means providing liquidity to DeFi protocols that offer fees and
rewards also in other Digital Tokens to make the asset provision more attractive in terms
of total return.
1.1.10. “NFT” “Non-fungible tokens” are Digital Tokens with unique identification
codes and metadata that distinguish them from each other, so that they become “non-
fungible”, meaning they cannot be traded or exchanged at equivalency.
1.1.11. “USDT”/”USDC” “USDT” or “Tether” is a Stablecoin issued by Tether
International Ltd. and pegged 1-to-1 with the U.S. Dollar. “USDC” is a Stablecoin issued
by the Circle company and consortium and pegged 1-to-1 with the U.S. Dollar.
1.1.12. “ROSN” - “ROSN” is a utility token issued by Roseon LTD and used within the
Roseon.Finance Platform for additional discounts, advantages and benefits.
2.1. The Company offers to the User access and use of the Roseon.Finance Platform, which
includes, together with other minor and/or ancillary services, the following main services
and/or products:
2.1.1. Savings; a service allowing the User to lock for a variable period of time his Digital
Tokens and earn a certain reward;
2.1.2. Swaps; a service that provides integration to a number of CEXs and DEXs
allowing the User to access the best Digital Token liquidity at the current best available
2.1.3. Portfolio Manager; a software tool that allows the User to create, monitor and
automate rebalancing of his own crypto portfolio.
2.1.4. Yield Farm; a software tool and component that allows the User to earn different
Digital Tokens through Liquidity Mining or Yield Farming.
2.1.5. Wallet; a secured custodial service allowing Users to deposit on the Platform their
own Digital Tokens.
2.1.6. NFT Gallery; a tool and service allowing to view, bid or sell digital art or other
collectibles in NFT format, integrating access to different NFT marketplaces.
2.1.7. User Experience (“UX”); the graphical interface through which the Platform
enables the User to access and operate seamlessly the Platform and all of its Services.
2.1.8. ROSN and VIP Program; the integration within the Roseon.Finance Platform of
ROSN for the purpose of granting access to all of the Platform’s elements and services,
offering discounts to the Platform’s fees and participated in the “VIP Programtiered
loyalty reward system.
2.1.9. Roseon Launchpad; a service in which the Company users can participate in
selected initial public token sales from emerging blockchain startups curated by the
Company. This service is provided by the Company only as an access of convenience
to selected IDOs/ICOs/Token distributions, and explicitly discharging any responsibility
in terms of compliance, regulatory status in any jurisdiction and success of the startup
or the tokens offered on the Platform through the Roseon Launchpad.
2.2. The Company reserves any right to change, overhaul, modify functionality, add or remove
features on any and all Services listed in this Clause, as well as add completely new Services
even if completely unrelated and/or change compatible operating systems or
hardware/software requirements at its sole discretion at any time.
3.1. The Pricing for the use of the Roseon.Finance Platform and its specific services, including
but not limited to the Services and software products listed in section 2 above is levied based
on a variable fee on withdrawal of any Digital Tokens from the Wallet, a percentage fee on any
Digital Token the User obtains through the Yield Farm and a flat-fee every time a User
participates in a Yield Farming pool through the Platform. The precise fees will be clearly
indicated to the User in-app and/or on the Roseon.Finance website. The Company reserves
any right to increase, decrease or in any case change the pricing level, frequency, currency and
model with up to no forewarning to the User.
4.1. Except as stated herein below, the Company hereby disclaims all warranties of any kind,
express or implied, including any implied warranties of merchantability, fitness for a particular
purpose and non-infringement of the Roseon.Finance Platform. In no event shall the Company,
its Shareholders, Directors, Officers, Employees or other representatives be liable for general,
indirect, consequential, or punitive damages related to any of the services offered within the
Platform, even if not explicitly listed within this section.
4.2.The Company undertakes to provide the usage of the Roseon.Finance Platform, including
the Services listed under section 2 above, with the appropriate effort, due care and in
accordance with these T&Cs.
4.3. The Company is not
4.3.1. For any damages, loss of profit, loss of Digital Tokens, loss of revenue, loss of
business, loss of opportunity, loss of data, indirect or consequential loss suffered or
claimed by the User or any third-party, entity or individual directly or indirectly related to
the Platform, any of the Services and any of the User activities, whether automated or
not. This covers losses incurred by the fault of any third parties operators of any related
transactions or even by the Company itself if caused by a previously unknown software
fault within the Platform or another not foreseeable technical or non-technical event or
reason not directly arising out of grave negligence or ill-will on the Company’s part.
4.3.2. For any malfunction, breakdown, delay or interruption of the Internet connection
or any reason why the Platform or any and/or all of the Platform services, features or
activities even generically related to the User, including the Wallet, might be unavailable
or inaccessible at any given time;
4.3.3. For any malfunction, breakdown, loss, vulnerability, related to the third-party
issued and operated ROSN token and its related Smart Contract.
4.4. The User understands and expressly acknowledges that he will have to undergo a
KYC/AML/CFT screening based on the current KYC Policy of the Company before being
onboarded on the Platform and/or to use specific Services with certain usage and/or transaction
limits, even on an ongoing or ex-post basis, and that he may be refused, denied, or revoked
access at any time by the Company based on the screening results and on the User’s own
Country of citizenship, residence and/or incorporation, without any possibility of recourse or
appeal and at the sole discretion of the Company. The KYC Policy might be changed by the
Company at any time and for any reason without any need of notifying the User of the change.
4.5. The User understands and expressly acknowledges that his personal data, however
restricted, private or sensitive will be fully treated by the Company based on its published
Privacy Policy.
4.6. The User undertakes not to use the Roseon.Finance Platform to perform criminal and/or
illegal or illicit activity of any sort, including but not limited to, money laundering, illegal gambling
operations, financing terrorist organizations, or malicious hacking, whether in its own or any
other jurisdiction.
4.7. The User is solely responsible for determining whether using the Roseon.Finance Platform
is appropriate for him based on his knowledge, financial status and risk willingness and the
rules and regulations of his own jurisdiction.
4.8. The User undertakes to declare any profit, however generated, arising from his usage of
the Roseon.Finance Platform and pay all related taxes and duties that should be paid according
to his own Citizenship or Country of Fiscal Residence. The Company is not responsible for any
violation made by the User due to his obligation to calculate, declare and pay taxes and duties
arising from monies or profits obtained by the User using, investing or trading through the
Roseon.Finance Platform. The User must refrain from using the Platform if this will result in tax
offences and/or violations in his jurisdiction of citizenship and/or residence, if applicable.
4.9. The User declares that:
4.9.1. Any Wallet address sending and receiving any token to and from the Roseon.Finance
Platform is solely, exclusively and directly owned and controlled by him/herself, including the
Wallet’s Private key, and there are no other beneficial owners and/or controllers that the
User is acting on behalf of or under any form of fiduciary or nominee or representative
relationship with;
4.9.2. The account on the Roseon.Finance Platform is solely, exclusively and directly owned
and controlled by him/herself, and there are no other beneficial owners and/or controllers
that the User is acting on behalf of or under any form of fiduciary or nominee or
representative relationship with;
4.9.3. To the best of his knowledge, he/she is not a Politically Exposed Person (PEP) either
directly, indirectly or by association.
5.1. The Roseon.Finance Platform may allow Users to access links to third-party websites or
services that are not owned or controlled by the Company. The Company has no control over,
and assumes no responsibility for the content, privacy policies, or practices of any third party
websites or services.
5.2. The User further acknowledges and agrees that the Company shall not be responsible or
liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in
connection with use of or detrimental reliance on any information, content, goods or services
available on or through any such web sites or services. The Company is not liable for any loss
or damage incurred as a result of interacting with any third party content on or accessible from
the Roseon.Finance Platform.
5.3. The Company cannot guarantee or verify the contents of any externally linked website
despite its best efforts. The User should therefore note that he clicks on external links at his
own risk the Roseon.Finance Platform and the Company cannot be held liable for any damages
or implications caused by visiting any external links mentioned.
5.4. The Roseon.Finance Platform may contain sponsored links and adverts. These will
typically be served through the Company’s advertising partners to whom may have detailed
privacy policies relating directly to the adverts they serve.
5.5. Clicking on any such adverts will send the User to the advertisers’ website through a referral
program which may use cookies and will track the number of referrals sent from the Platform.
This may include the use of cookies which may in turn be saved on the User’s computer's hard
drive. Users should therefore note they click on sponsored external links at their own risk and
the Company cannot be held liable for any damages or implications caused by visiting any
external links mentioned.
6.1. The Company reserves the right, at its sole discretion, to change, modify, add, or remove
portions of these T&Cs at any time by posting the amended T&Cs on its website and in the
Platform. Any User will be deemed to have accepted such changes by using the
Roseon.Finance Platform and/or accessing its website. The T&Cs may not be otherwise
amended except by express written consent of both the User and the Company.
7.1. The Company will provide basic technical support on a case-by-case, best effort, voluntary
basis, for all of the Services within the Platform if the User will specifically request assistance
on a technical issue in written form.
8.1. The User is responsible for implementing reasonable measures for securing his own Digital
Tokens and any Roseon.Finance Platform account details. The Company is not responsible for
any losses, costs or expenses relating to lost or theft or otherwise unauthorized use of any of
the User access credentials.
9.1. All statements contained in these T&Cs, in the Roseon.Finance App, in any marketing
material (including but not limited to the website and Whitepaper), any statements made in any
press releases or in any place accessible by the public and oral statements that may be made
by the Company, or representatives of the Company (as the case may be) that are not
statements of historical fact, constitute “forward-looking statements.” Some of these statements
can be identified by forward-looking terms such as “aim,” “target,” “anticipate,” “believe,” “could,”
“estimate,” “expect,” “if,” “intend,” may,” “plan,” “possible,” “probable,” “project,” “should,”
“would,” “will”, “annual percentage yield”, “APR”, or “APY” or other similar terms. However,
these terms are not the exclusive means of identifying forward-looking statements. All
statements regarding the financial position, business strategies, plans and prospects and the
future prospects of the industry which the Company is in are forward-looking statements. These
forward-looking statements, including but not limited to statements as to the Company or the
Roseon.Finance Platform profitability and growth, expected revenue profitability and growth,
prospects, future plans, other expected industry trends and other matters discussed in all the
above mentioned sources and/or those regarding the Company are matters that are not historic
facts, but only estimations and predictions. The Company does not make any representation or
warranty on having made any predictions or estimates or expectations on the basis of any
formula, any mathematical or scientific modelling or forecast, or having made any due and
proper enquiries or having undertaken any independent research or studies or otherwise.
These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual future results, performance or achievements of the Company
or of the Trading the User performs using the Roseon.Finance Platform to be materially different
from any future results, performance, or achievements expected, expressed or implied by such
forward-looking statements. These factors include, amongst others: changes in political, social,
economic and stock or cryptocurrency market conditions, and the regulatory environment in the
countries in which the Company conducts business and operations; the risk that the Company
may be unable to execute or implement its business strategies and future plans in maintaining,
upgrading or improving the Roseon.Finance Platform; changes in interest rates and exchange
rates of fiat currencies and Digital Tokens and/or blockchain network fees; changes in the
availability and fees payable to the Company in connection with either or both of its business
and operations; changes in the availability and salaries of employees who are required by the
Company to operate either or both of its business and operations; changes in preferences
of customers of the Company; changes in competitive conditions under which the Company
operates, and its ability to compete under such conditions; changes in the future capital needs
of the Company and the availability of financing and capital to fund such needs; war or acts of
international or domestic terrorism; occurrences of catastrophic events, natural disasters and
acts of God that affect the businesses and/or operations of the Company; other factors beyond
the exclusive control of the Comany; and any risk and uncertainties associated with the
Company and either of their businesses and/or operations, the Roseon.Finance Platform and
reliance on all or any part of its programming.
9.2. All forward-looking statements made by or attributable to the Company and/or its team are
expressly qualified in their entirety by such factors. Given that risks and uncertainties that may
cause the actual future results, performance or achievements of the Company or the
Roseon.Finance Platform to be materially different from that expected, expressed or implied by
the forward-looking statements accessible from any of the sources mentioned, undue reliance
must not be placed on these statements.
9.3. These forward-looking statements are only applicable as of the date of publication of these
T&Cs. Neither the Company nor its team nor any other person or entity represents, warrants
and/or undertakes that the actual future results, performance or achievements of the Company
or the Roseon.Finance Platform will be discussed in these forward-looking statements. The
actual results, performance or achievements of the Roseon.Finance Platform may differ
materially from those anticipated in any forward-looking statements.
9.4. Nothing contained in all the mentioned sources may be relied upon as a promise,
representation or undertaking as to the future performance or policies of the Company or the
Roseon.Finance Platform. Furthermore, the Company disclaims any responsibility to update
any of those forward-looking statements or publicly announce any revisions to those forward-
looking statements to reflect future developments, events or circumstances, even if new
information becomes available or other events occur in the future.
10.1. The Company shall not be liable for any loss or damages which may be suffered by the
User, as a direct or indirect result of the supply of services of the Roseon.Finance Platform by
the Company being prevented, hindered, delayed or rendered uneconomic by reason of
circumstances or events beyond the Company’s reasonable control including but not limited to
acts of God, war, riot, strike, lock-out, fire, flood, pandemics and other public health
emergencies, storm or forced changes to the way the Roseon.Finance Platform operates.
11.1. The T&Cs and all contractual and/or non-contractual obligations arising in any way
whatsoever out of or in connection with these T&Cs are governed by, construed, and take effect
in accordance with Nevis law.
11.2. The Company and the User irrevocably agree that the courts of Nevis shall have exclusive
jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes,
which may arise out of or in connection with these T&Cs or their formation or validity and, for
these purposes, each party irrevocably submits to the jurisdiction of the courts of Nevis.