11. User Access Obligations

11.1 The Company will issue a set of unique User Credentials to each User that is registered to use the Site and Platform. Such User Credentials only allow the User to access the Account. Each User shall promptly provide acknowledgment of receipt of such User Credentials to the Company.   

 

11.2 Each User acknowledges that each set of User Credentials is non-transferable and shall only be used by the User to whom it is issued. Such User Credentials shall not be disclosed to or transfer to any third person without written permission of the Company. We will never ask you, for any reason, whether by email, regular mail or telephone, to disclose your User Credentials. Password inquiries will only be conducted online and only after you have signed onto the Platform. We will never send you embedded links in an email requesting that you sign onto the Platform by clicking such a link. If you receive an embedded link by email, claiming to be from us or the Platform, you shall not open or click on the link.  The email is not from us and is likely fraudulent.

 

11.3 You understand and agree that the information and services provided by the Platform are not provided to, and may not be used by or for the benefit of, any individual or entity in any jurisdiction where the provision or use thereof would be contrary to any applicable law, or where we are not authorized to provide such Platform or information and services. We also do not offer services or products to Users in a few excluded jurisdictions including the United States, the Chinese Mainland, Hong Kong, Singapore, Canada, France, the United Kingdom, North Korea, Cuba, Iran, Uzbekistan, Russian-controlled regions of Ukraine (currently including the Crimea, Donetsk, and Luhansk regions), Sevastopol, Sudan, Syria, or any other jurisdictions in which we may determine from time to time to terminate the services at our sole discretion (the “Excluded Jurisdictions”). You should inform us immediately if you become a resident in any of the Excluded Jurisdictions or are aware of any Users based in any of the Excluded Jurisdictions. You understand and acknowledge that if it is determined that you have given false representations of your location or place of residence, the Company reserves the right to take any appropriate actions in compliance with this restriction or in compliance with the law of a relevant jurisdiction, including termination of any Account immediately and liquidating any open positions. We also do not offer services to persons or entities in the U.S. Treasury Department’s List of Specially Designated Nationals or Blocked Persons, the EU’s Consolidated Financial Sanctions List or the UK Sanctions List, or any entity that is owned or controlled (50 percent or greater) by a person or entity on such lists (hereinafter “Prohibited Parties”), or offer services that involve or otherwise benefit Prohibited Parties. You understand that the Company reserves the right to take any appropriate actions in compliance with this restriction or in compliance with the law of a relevant jurisdiction, including termination of any Account immediately and liquidating any open positions.

 

11.4 Each User shall:

1. keep their User Credentials strictly confidential and not share them with any other person for any purpose including, but not limited to, initiating or executing any payment transaction involving the Account.  Further, the User shall not disclose his/her User Credentials in a recognizable way to third parties on any device (for example, by writing down or recording the User Credentials without disguising them);

2. take all reasonable efforts to secure all records relating to his/her User Credentials, including, but not limited to, keeping such records in a secure or physical location accessible or known only to the User and keeping such records in a place where the records are unlikely to be accessed by a third party;

3. take all reasonable measures to follow security instructions provided by the Company and otherwise protect the security, prevent tampering or use by any other person of the User Credentials, Site or Platform, including those security measures prescribed in our Privacy Policy;

4. notify the Company immediately through any channel prescribed by the Company in the event:

1. of loss of your User Credentials;

2. of your User Credentials having been disclosed to third parties or otherwise compromised;

3. that you reasonably suspect any unauthorized use of your User Credentials; and

5. create strong passwords (for example, using a mixture of letters, numbers and special characters, and not using easily accessible personal information) and strong PINs (for example, by not using numbers that are consecutive or basing the PIN on the User’s contract ID, birth date, telephone number, identification number, or any other easily accessible personal information).
   
   

11.5 Where the Platform is accessed by correct entry of User Credentials or through the App, the relevant User shall be deemed to have accessed the Platform.  You shall be responsible and liable for all actions through such access by an Authorized Individual authorized to access the Platform on your behalf.  The Company shall not be obliged in any manner to investigate or take any other step to verify the identity of any User or Authorized Individual.  The Company shall not be liable for any loss that you may incur as a result of someone else using your User Credentials or Account, either with or without your knowledge. Upon receipt of notification under Section 11.4(d), the Company shall disable the relevant User Credentials and block access to the Platform or the Site as soon as reasonably practicable. 

 

11.6 Each User shall secure all of their devices or systems used to access the Platform (for example, the App), including, without limitation, installing and regularly updating browsers, security patches, antivirus, anti-malware and other relevant software in the devices or systems.  Each User shall also comply with all instructions, procedures and directions relating to the Platform, the Site and User Credentials as notified the Company from time to time, including, but not limited to, the risk management and other measures notified at the Platform login page.

 

 

12. Prohibited Uses

12.1 You shall use the Site or Platform solely in compliance with these Terms, solely for your own Account or your internal business purposes.  You shall not sell, lease or otherwise provide access to the Site or Platform to any third party, nor act as a service bureau or otherwise use the Site or Platform on behalf of any third party.

 

12.2 You shall not use the Site or Platform in any way, provide any information or content, or engage in any conduct in using the Site or Platform that:

1. is unlawful, illegal or unauthorized;

2. is defamatory of any other person;

3. is obscene, sexually explicit or offensive;

4. advertises or promotes any other product or business;

5. is likely to harass, upset, embarrass, alarm or annoy any other person;

6. is likely to disrupt the Platform in any way,; or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

7. infringes any copyright, trademark, trade secret, or other proprietary right of any other person; 

8. restricts or inhibits any other person from using the Platform, including, without limitation, by means of “hacking” or defacing any portion of the Platform; 

9. disables, damages or alters the functioning or appearance of the Platform; 

10.  “frames” or “mirrors” any part of the Platform without our prior written authorization;

11. uses any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, “data mine”, “scrape”, “harvest” or in any way reproduce or circumvent the navigational structure or presentation of the Platform or its contents;

12. harvests or collects information about other Users without their express consent;

13. sends unsolicited or unauthorized advertisements, spam, or chain letter to other Users of the Platform;

14. except as otherwise permitted by the Company in writing, open multiple accounts except as otherwise explicitly permitted by the Platform;

15. conduct frequent, intensive trading with or without software or trading tools that are unauthorized by the Platform;

16. transmits any content which contains software viruses, or other harmful computer code, files or programs; or

17. advocates, promotes or assists any violence or any unlawful act.
    
    

12.3 You understand and agree that the information and services provided by the Platform are not provided to, and may not be used by or for the benefit of, any individual or entity in any jurisdiction where the provision or use thereof would be contrary to any applicable law, or where we are not authorized to provide such Platform or information and services. We also do not offer services or products to Users in a few excluded jurisdictions including the United States, the Chinese Mainland, Hong Kong, Singapore, Canada, France, the United Kingdom, North Korea, Cuba, Iran, Uzbekistan, Russian-controlled regions of Ukraine (currently including the Crimea, Donetsk, and Luhansk regions), Sevastopol, Sudan, Syria, or any other jurisdictions in which we may determine from time to time to terminate the services at our sole discretion (the “Excluded Jurisdictions”). You should inform us immediately if you become a resident in any of the Excluded Jurisdictions or are aware of any Users based in any of the Excluded Jurisdictions. You understand and acknowledge that if it is determined that you have given false representations of your location or place of residence, the Company reserves the right to take any appropriate actions in compliance with this restriction or in compliance with the law of a relevant jurisdiction, including termination of any Account immediately and liquidating any open positions. We also do not offer services to persons or entities in the U.S. Treasury Department’s List of Specially Designated Nationals or Blocked Persons, the EU’s Consolidated Financial Sanctions List or the UK Sanctions List, or any entity that is owned or controlled (50 percent or greater) by a person or entity on such lists (hereinafter “Prohibited Parties”), or offer services that involve or otherwise benefit Prohibited Parties. You understand that the Company reserves the right to take any appropriate actions in compliance with this restriction or in compliance with the law of a relevant jurisdiction, including termination of any Account immediately and liquidating any open positions.

 

12.4 We reserve the right, but do not have the obligation, at our sole discretion to edit, delete, remove or block any information that violates these Terms. 

 

 

13. Security

13.1 We may use authentication or verification technologies, services or measures as we deem desirable or appropriate. Such measures may include multi-factor authentication or use of Biometric Information to access the App and the Platform. There can be no assurance that such authentication technologies, services or measures will be completely secure, adequate or successful to prevent unauthorized access to or use of the Platform or your  Account, or hacking or identity theft.  

 

13.2 We may offer access to the App and the Platform using a mobile device by using Biometric Authentication. The User acknowledges that by enabling Biometric Authentication for the Platform, unauthorized third parties can gain access to the Platform without entering User Credentials and query banking information. The User acknowledges and accepts the risks and obligations associated with using the Platform in conjunction with Biometric Authentication, and, in particular, also the risk of third parties querying their Account information. By choosing to use Biometric Authentication on the User’s mobile device, the User consents to the collection and use of such Biometric Information in order to provide access to App and the Platform in accordance with these Terms and the Privacy Policy. The User further is relying on the functionality provided by the hardware and the operating system on the mobile device. We shall not be liable for any malfunction, error, inaccuracy or unauthorized access to a User’s Biometric Information.

 

13.3 While we employ reasonable security measures to protect the security and confidentiality of the Platform and your Personal Information in accordance with applicable law, we cannot guarantee the security of all transmissions or any network or system on which your Personal Information or account or transaction information is stored or processed. To the extent required by law, we will notify you of an unauthorized access, use or disclosure of your Personal Information of which we become aware. In the event you receive such notice, you are responsible for following the instructions set forth in the notice, including immediately changing your User Credentials and other steps to prevent unauthorized access to your account or Personal Information.

 

 

14. Authorized Individuals

14.1 Each User and Authorized Individual acknowledges that they have received and accepted these Terms.  When applying for any Authorized Individual to receive access to the Platform and an Account on their behalf, the User acknowledges and represents that the Authorized Individual is duly authorized to (i) access and use the Platform on the User’s behalf and, if applicable, to exercise the same powers conferred by the User upon the Authorized Individual  in accordance with any underlying power of attorney to the same extent as is technically feasible and that services offered under the Platform are analogous to services that the User may utilize through other channels; (ii) accept any Changes to these Terms on the User’s behalf; and (iii) apply or subscribe to any of the Platform services that require separate application or subscription.

 

14.2 Each User shall procure that each Authorized Individual acting on their behalf is informed of and agrees to and complies with these Terms and, as applicable, the Third-Party Services Provider Terms. You shall be fully liable for all acts or omissions or non-compliance of your designated Authorized Individual in the access and use of the Platform and any transactions conducted through your Account.

 

14.3 Each User fully indemnifies the Company, and its affiliated subsidiaries and affiliates, officer, directors, employees, agents and representatives against any liabilities, costs, claims, losses, expenses (including but not limited to legal fees) and damages arising out of or relating to (i) a breach of these Terms by their Authorized Individual; and (ii) any claim or action by their Authorized Individual against the Company.

 

14.4 You represent, undertake and confirm that you have procured the consent of your Authorized Individuals to the collection, use, transfer, disclosure and processing of the Personal Information of such Authorized Individuals in accordance with these Terms and the Privacy Policy.

 

 

15. Provision of Material and Information

15.1 By choosing to use the Platform, each User acknowledges that:

1. the Company is NOT under any obligation whatsoever to accede to the User’s request to provide Material on any products and/or services; and

2. any Material, where provided, was provided for the User only and is not to be further distributed without the written consent of the Company.
   
   

15.2 You acknowledge that neither the Company nor the Platform is your investment adviser or fiduciary. You further acknowledge that none of the Materials we provide or made available on the Platform constitutes our recommendation or solicitation that you enter into any particular transaction or that any particular transaction is suitable or appropriate for you.

 

15.3 You acknowledge that we have no duty or obligation to verify, correct, complete or update any Material displayed on the Platform. Materials, including without limitation, market data, price quotations, news and research, may be prepared by information providers that are independent of us. We do not warrant that the Material will be accurate, complete or refreshed in a timely manner. You should conduct further research and analysis or consult an investment advisor before making investment decisions. Any use of or reliance on materials by you is at your own risk. We are not obligated to inform you of technical difficulties experienced by us concerning access to the Platform.

 

15.4 Information regarding your Digital Assets balance and the status of the Account is available to you in electronic format for viewing anytime (subject to down times) at the Site. You may review online all transactions, including pending orders, positions, deposits and withdrawals, that have taken place in the previous one year or such other time as the Company may determine from time to time. You also have the right to receive a receipt, trade ticket or other evidence of a transaction. Nothing in the transaction history should be treated as a valuation. You acknowledge that errors may sometimes occur and such errors do not impact the actual means and results of a given transaction. Any transaction listed in the statement or other communication with you shall be deemed and treated as authorized and correct, approved, and confirmed by you unless we receive a written notice from you to the contrary within three (3) days from the date the communication was sent or posted on the Site.

 

15.5 The content and information displayed through the Platform relating to products and services may not be eligible for sale or available to residents of certain nations or certain categories of investors due to regulatory restrictions.

 

 

16. Service and Other Notifications

16.1 The use of Service Notifications involves communications through unsecured communications networks. You shall provide us with complete and accurate email address(es) or phone number(s) to allow us to send Service Notifications to you. To ensure that you receive all of the communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid.  If any email communication is returned as undeliverable, we retain the right to block your access to the Platform until you provide and confirm a new and valid email address. Where you have provided multiple email address(es) and phone number(s) to us, you shall specify your preferred contact details for receiving Service Notifications. Where your account is a joint account, you shall inform us whether Service Notifications should be sent to a specific account holder or to all of them.

 

16.2 You agree to accept notifications regarding the App, Platform, your Account and Terms through Service Notifications. You agree that such Service Notifications shall constitute effective notice in lieu of written, mailed or other forms of notice required by applicable law.

 

16.3 It is your sole responsibility to monitor the applicable email account or phone number without further reminders or repeat notifications from the Company. You shall immediately report any unauthorized use or access of the Platform.

 

16.4 You release the Company from any liability for losses or damages resulting from the use of the Service Notifications, to the extent permitted by law. The Company provides no warranty or accepts no liability that the information provided through Service Notifications is up-to-date, correct or complete.

 

 

17. Personal Information

17.1 As part of the Platform, Personal Information of the User may be collected, used, transferred, disclosed or otherwise processed by the Company in accordance with the Privacy Policy. You should read the Privacy Policy carefully before registering for and using the Site and Platform.  You consent to the collection, use and disclosure of your Personal Information in accordance with these Terms and the Privacy Policy, including without limitation, disclosure to the Third-Party Services Provider for purposes of providing services and conducting transactions in regards to the Account. 

 

17.2 You agree to provide true, accurate, current and complete Personal Information. You further agree to maintain and promptly update the Personal Information to keep it true, accurate, current and complete at all times during the term of this Agreement.

 

17.3 You must promptly inform us of all changes, including, but not limited to, changes in the Personal Information in connection with the Platform. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate the Account and refuse any and all current or future use of the Platform and Site by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution.  We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability for you to use the Platform or the Site.

 

17.4 You shall comply with any reasonable requests by us for information, documents and agreements related to any transaction or your use of the Site or Platform. You understand that we may report such information to such regulatory authorities as we deem necessary pursuant to the Privacy Policy.

 

17.5 Please note that we may collect information using tracking technologies regarding your device, such as IP address, network provider, mobile carrier, mobile browser type, timestamp, time zone, information about the speed, bearing, orientation, and altitude of a device, or other device-identifying information. The User consents to such use of tracking technologies and acknowledges that the information obtained, including Personal Information, may be matched to public or private information accessible to the Company or any Third-Party Services Provider. The User also consents to such information being shared with the Company’s and Third-Party Services Provider’s service providers for the purposes of providing and maintaining the tracking technologies and related services. We may also collect precise geolocation data from or about your device, which may be expressed by latitude-longitude coordinates obtained through GPS tools, WiFi data, cell tower triangulation or other techniques. Our use of such information is described in our Privacy Policy.

 

 

18. Market Makers

18.1 We may engage one or more market makers, who may also be affiliated with us, to act as liquidity providers on the Platform. You understand and agree that such market makers may be entitled to terms or rates that are preferential to you due to the services they offer.

 

 

19. Insurance Fund; Auto-Deleverage (ADL)

19.1 The Company maintains an insurance fund to cover the excessive losses caused by liquidated positions that are closed at worse than bankruptcy prices. The insurance fund is collected from the residual margin of liquidated positions that are closed at better than bankruptcy prices. The current balance of the insurance fund will be displayed on the Platform’s “Daily Insurance Fund Balance” page.

 

19.2 In extreme market conditions, however, if a position loss during a certain period of time has depleted the insurance fund, you agree that the Platform shall automatically deleverage the opposing position from the Users with the highest ADL ranking at the bankruptcy price of the liquidated order. In such circumstances, Users with the highest ADL ranking will get their winning positions partially or fully closed, depending on the size of the liquidated position, to cover for other Users’ margin deficit. You may be able to find your ADL ranking on the Platform. The ADL ranking is assigned by the Platform based on your leverage and your positions’ profit ratio. You can find more details regarding ADL here.

20. Disclaimer and Risks of Use of Platform

20.1 The Platform and Site, including all content (including Third-Party Content), features and any related services are provided on an “As Is” and “As Available” basis at the User’s sole risk and without any representations or warranties. We do not guarantee that all or any part of the Platform or the App will be available or accessible by the User at all times.

 

20.2 The use of the Platform, due to the download, installation or use of the Site and the associated reference points with third parties (for example, distribution platform providers, network providers, device manufacturers) involves risks, in particular:

1. disclosure of your Personal Information or other information and the existence of your relationship with the Third-Party Services Provider to third parties;

2. system outages, security-related restrictions and unauthorized removal of use restrictions on the end device, and other disturbances which may make use impossible; and

3. misuse due to manipulation by malware or unauthorized use, including in the event the User’s device used to access the Site or the Platform is lost or stolen.

In addition, you have received, read and understood any Risk Disclosure Statement  and are fully aware of the potential risks associated with the access to or use of the Platform and conduct of trading using the Account. 

20.3 We are entitled to block or disable the use of the Site on end devices if the security features devised by the operating system or manufacturer of such device on which the Site is installed have been modified at any time (for example, a device that has been “jailbroken”). Accordingly, we do not guarantee the functioning and operation of the App on end devices which have been modified in this way or on older end devices that no longer meet the technical requirements for the use of the Site or access to the Platform.

 

20.4 ALL WARRANTIES, CONDITIONS OR TERMS (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) INCLUDING WITHOUT LIMITATION RELATING TO QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, OR UNINTERRUPTED, ERROR-FREE ACCESS ARE EXPRESSLY EXCLUDED FOR THE SITE AND PLATFORM TO THE FULLEST EXTENT PERMITTED BY LAW.

 

20.5 No representation or warranty, express or implied, can be given as to the accuracy or completeness of the information provided in the Platform.

 

20.6 Each User acknowledges and accepts the risks that may arise from Internet transactions conducted via open systems accessible to anyone and acknowledges that despite the encryption of data, the connection from the User’s personal computer or electronic mobile device to the Platform over the Internet may be observable. We may also use servers and other computer hardware situated in any jurisdiction worldwide for the provision of any portion of the Platform.

 

20.7 We exclude any and all liability for loss or damage caused by transmission errors, technical faults, breakdowns, business interruptions or illegal interventions into transmission networks, IT systems/computers of the User or of any third party (including systems in the public domain).

 

 

21. Release

21.1 To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release us, our parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from any and all allegations, counts, charges, debts, causes of action, claims and losses, relating in any way to the use of, or activities relating to the use of the Site, Platform, any Account and any services  or Third-Party Content provided through the Site, Platform or any Account, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation,  false identities, fraudulent acts by others, invasion of privacy, release of Personal Information, failed transactions, purchases or functionality of the Platform, unavailability of the Site, the Platform, Third-Party Content or any Account, their functions and any other technical failure that may result in inaccessibility to the Site, the Platform, Third-Party Content or any Account, or any claim based on vicarious liability for torts committed by you encountered or transacted with through the Site, Platform, Third-Party Content and any Account, including, but not limited to, fraud, computer hacking, theft or misuse of Personal Information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by us. This release is intended by the parties to be interpreted broadly in favor of us, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims.  This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

 

 

22. Indemnification and Limitation of Liability 

22.1 To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Indemnified Parties, from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees, directly or indirectly, resulting from or by reason of (i) your (or if you are under another person’s authority, including, without limitation, Governmental Authorities, such other person’s) use, misuse, or inability to use the Site, the Platform, any Account on the Platform, or any of the content, including Third-Party Content contained therein or any content or information that you provided to the Platform; or (ii) your breach of this these Terms or the Third-Party Services Provider Terms, including those documents that are expressly incorporated into these Terms or the Third-Party Services Provider Terms by reference and form a part of these Terms or the Third-Party Services Provider Terms.

 

22.2 We shall notify you by email, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit.  We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.

 

22.3 UNDER NO CIRCUMSTANCES AND UNDER NO THEORY OF LAW (TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE), SHALL WE OR ANY OF THE INDEMNITEES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES ARISING FROM THE USE OR MISUSE OF, OR INABILITY TO USE, THE PLATFORM, THE SITE, THIRD-PARTY CONTENT OR ANY ACCOUNT, REGARDLESS OF WHETHER SUCH DAMAGES ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR TRADING LOSSES, LOSS OF INFORMATION, BUSINESS INTERRUPTION OR LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE, THE PLATFORM, THIRD-PARTY CONTENT OR ANY ACCOUNT OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF WE KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND/OR LIABILITIES, SO CERTAIN OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

 

22.4 IN NO EVENT SHALL OUR LIABILITY, REGARDLESS OF THE FORM OF ACTION AND DAMAGES SUFFERED BY YOU, EXCEED THE HIGHEST AGGREGATE FEES PAID BY YOU TO US IN CONNECTION WITH THE PLATFORM, OR THE SITE, OR 10,000 U.S. DOLLARS, WHICHEVER IS GREATER.

 

22.5 We will not be liable for our failure to perform any obligations under these Terms due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.  Events beyond our control include, without limitation, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labor disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labor or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fiber cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.

 

 

23. Suspension or Termination in Whole or in Part

23.1 Access to the Platform may be suspended or terminated in whole or in part at any time either by the User or by us in accordance with the Terms. In addition, we reserve the right at our sole discretion to suspend or terminate immediately and without notice any User’s access to or use of the Site and the Platform if they violate any provision of these Terms or otherwise according to Section 23.2.  Your access to the Platform will be automatically terminated upon termination of your Account.  Sections 1, 2, 3, 6, 10-17, and 20-26 and any claims for breach of these Terms shall survive such termination.  

 

23.2 We may, at any time and at our sole discretion, limit, suspend or terminate, or issue a warning to you regarding, the Platform or the Account, including terminating the Account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing Digital Assets), inter alia, if:

1. we believe it is necessary or desirable to protect the security of the Account; 

2. if any transactions are made which we in our sole discretion deems to be:

 (i) made in breach of this Agreement or in breach of the security requirements of the Account; or 

(ii) suspicious, unauthorized or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities;

3. if we become aware or suspect that any Digital Assets or funds held in your Account may be associated with criminal proceeds or otherwise are not lawfully possessed by you;

4. upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution of User, or where we reasonably consider that there is a threat of the same in relation to you; 

5. we are unable to verify or authenticate any information you provided; 

6. we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, the Platform or other Users of the Platform; 

7. we decide to cease operations or to otherwise discontinue any services or options provided by the Platform, or parts thereof; 

8. there is a change in your circumstances (including a deterioration in or change to your financial position) which we consider, in our sole discretion, material to the continuation of the Account;

9. we are directed as such by any Governmental Authority; 

10. we are otherwise required to do so by applicable law; 

11. there is a disruptive market event that triggers a trade halt; or

12. we otherwise decide in our sole discretion that termination or suspension of the Account, the Platform or the Terms is necessary.
    
    

23.3 We have no obligation to inform you of the ground or basis for suspending, terminating or freezing your Account or any Digital Assets in your Account or other actions we take regarding the Site, the Account, or the Platform.

 

23.4 Neither the Company, the Platform nor any third party acting on their behalf shall be liable to you for any suspension, limitation or termination of your Account or your access to any part of the Platform in accordance with this Agreement.

 

23.5 You shall not attempt to regain access to the Platform if your access is terminated by us, whether using the same or different username, without our prior written consent.

 

23.6 If there is any ongoing transaction on the Account that is subject to the termination procedures, the Company shall have the right to notify your counterparty of the proposed termination. 

 

23.7 The Company maintains full custody of the assets, funds and user data/information which may be turned over to Governmental Authorities in the event of your Account’s suspension or termination arising from fraud investigations, investigations of violation of law or violation of these Terms. We will not be liable to you, your Authorized Individuals and/or any third party for loss or damage suffered due to delay, transmission errors, technical faults or defects, breakdowns and illegal intrusion or intervention in the information provided and services offered, or any failures or delays in completing any orders or transactions using any Account.  Similarly, we will not be liable for any loss or damage suffered due to delays, technical faults or interruptions in the availability of the Site, the Platform, or any Account (including maintenance work required by our systems).

 

 

24. Records Conclusive

24.1 The calculation and records in the Company’s system in relation to the Platform and any Account, including, but not limited to, the transaction history and balance on any of your Accounts, will be final and conclusive and be binding on each User for all purposes. Each User agrees that such records are admissible in evidence and further undertakes to waive any rights to challenge or dispute the admissibility, reliability, accuracy or the authenticity of the contents of such records merely on the basis that such records were produced by or were the output of a computer system or are set out in electronic form.

 

 

25. General

25.1 These Terms, including the Privacy Policy and other policies incorporated herein, constitute the entire and only agreement between you and the Company with respect to the subject matter of these Terms, and supersede any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms may not be changed, waived, or modified except by the Company as provided herein. Neither these Terms nor any right, obligation or remedy hereunder is assignable, transferable, delegable or sublicensable by you except with our prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. No waiver by any party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  Any heading, caption or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

 

 

26. Governing Law and Dispute Resolution

26.1 These Terms shall be governed by the laws of Singapore.  

 

26.2 Any dispute arising out of or in connection with these Terms or the Platform, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. The seat of the arbitration shall be Singapore. Any award is final and may be enforced in any court of competent jurisdiction. The parties shall duly and punctually perform their obligations hereunder pending issuance of the arbitral award.

27. Contacting Us

27.1 You may contact the Company regarding these Terms, the Site, or the Platform via this form.