The VSTMEX (hereinafter referred to as the “Platform”, “we” or “us”) allows its users (hereinafter referred to as “the Users” or “you”) to trade in Digital Assets (as defined herein) and also provides other services related to Digital Assets (the “Services”). For convenience, you and we are hereby collectively referred to as “both Parties” and individually as “each Party”.
You understand that this Website (as defined herein) is only intended to serve as a platform for you to use the Services. You shall, at your sole discretion, carefully assess the authenticity, legality, and validity of relevant Digital Assets and/or information, and solely bear the responsibilities and losses that may arise therefrom.
Any opinions, information, discussion, analysis, prices, and other information we display on this Platform shall not be construed as investment advice. We shall not be liable for any loss arising directly or indirectly from reliance on the abovementioned information, including but not limited to, any loss of profits.
Unless you have an Account (as defined herein) with the Platform, you shall not use the Services intended to be provided to Users with an Account.
By using the Services through the Platform, you accept the risks associated with such Services. We emphasize that:
(i) Digital Assets available on the Platform may not be issued by us, financial institutions, or other legal entities;
(ii) the market for Digital Assets is new, uncertain, and may not grow;
(iii) Digital Assets are highly speculative in nature and are not as established as other asset classes;
(iv) Digital Assets are volatile and are traded continuously with no limitations on price fluctuations;
(v) trading in Digital Assets may lead to a partial or total loss in your capital;
(vi) actions by third parties such as market makers or governments may have a large impact on Digital Assets;
(vii) Digital Asset trading is not suitable for the vast majority of people;
(viii) although we strive to comply with all applicable laws, rules, and regulations, we may not be regulated in all jurisdictions that we operate in; and
(ix) there may be other unpredictable or derivative risks aside from the abovementioned.
Please consider your own financial position before using the Services and if necessary, seek independent legal, financial, tax, accounting, or other advice.
1.2 Restricted Jurisdictions
Users from the following jurisdictions are prohibited from using all services: Mainland China, The United States of America, Canada, Japan, Cuba, Iran, North Korea, Sudan, Syria, Venezuela, Singapore, And Crimea.
Users from the following jurisdictions are prohibited from trading in derivatives: Taiwan China, Hong Kong China, Israel, Iraq, Bangladesh, Bolivia, Ecuador, Kyrgyzstan, Sevastopol, And United Kingdom (Retail Users Only).
The list of restricted jurisdictions may change and differ according to changes in our policies and the services we offer to a particular jurisdiction. In the event of such a change, we may not provide notice to you. you are required to refer to the latest information on the platform or this agreement to be informed of such changes.
2. General Terms
You shall read this Agreement carefully before using the Platform to access the Services and seek independent legal advice if necessary. If you do not agree with or understand this Agreement, please log out of your Account immediately and cease to use the Services. By clicking on “I Agree”, creating an Account, obtaining your Account identification number and creating a password, logging into your account, or using the Services, you shall be deemed to have understood, bound by, and agreed in full with the Agreement, including any modifications made to this Agreement from time to time.
All headings herein are exclusively for the convenience of wording and are not intended to expand or limit the content or scope of the terms and conditions of this Agreement. All information on the Platform and this Agreement are provided on an “as is” and “as available” basis, with no further promises made by us. Headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
“Account” means your account with the Platform.
“Agreement” means the [*] Platform User Agreement.
“AML/CTF” means anti-money laundering/counter-terrorism financing.
“Business Days” means a day other than a Saturday, Sunday, or a day announced as a public holiday when the banks are open for the transaction of business.
“Buy Price” has the meaning as described in clause 7.1.
“Compensation” has the meaning as described in clause 15.1.
“Dealing with your Accounts” has the meaning as described in clause 4.4.
“Digital Assets” means a digital representation of value that can be digitally transferred, stored, and traded which is supported by the Platform.
“Dispute” has the meaning as described in clause 17.11.
“Exchange Rate” has the meaning as described in clause 7.1.
“forks” has the meaning as described in clause 6.2.
“ICC International Court of Arbitration” has the meaning as described in clause 17.11.
“Identification Information” has the meaning as described in clause 9.2.
“Intellectual Property Rights” has the meaning as described in clause 11.
“Internal Resolution” has the meaning as described in clause 17.11.
“Login Details” has the meaning as described in clause 4.3.
“Miner fees” has the meaning as described in clause 6.1.
“Party” means each party to this Agreement, which are the Users and the Platform.
“Platform” means the VSTMEX.
“Pre-Closing Period” has the meaning as described in clause 4.4.
“Registration Data” has the meaning as described in clause 4.1.
“Sanctioned Country” has the meaning as described in clause 17.8.
“Sanctioned Person” has the meaning as described in clause 17.8.
“Sell Price” has the meaning as described in clause 7.1.
“Services” means the products and services offered to Users through the Platform.
“Trading Fee” has the meaning as described in clause 8.
“Transaction” has the meaning as described in clause 4.2.
“Users” means users of the VSTMEX.
“Website” means the website or other gateways, such as the mobile application, where users can access the Platform to use the Services.
4.1 Account Creation
To be eligible to create an Account, you confirm that you are a natural person, a legal person, or any other entity with the authority to enter into this agreement and use the Services in compliance with all applicable laws, rules, and regulations. You shall not create an Account for the purposes of violating any applicable laws, rules, and regulations and/or undermining the Services provided on the Platform.
Should you not be eligible to create an Account, we reserve the right to refuse your registration for an Account and if you have already created an account, we shall have the right to suspend, terminate and/or close your account without any advance notice to you and hold you accountable for any adverse consequences arising therefrom. We reserve the right to reject any applications to create an account at our sole discretion, including, but not limited to Accounts relating to political and/or public figures or to comply with AML/CTF laws and regulations.
To create an Account, you shall provide, where necessary:
(i) a valid email address;
(ii) a mobile phone number;
(iii) your real name;
(iv) identification documentation; and
(v) any other information as required by us to create and maintain your Account,
together, the “Registration Data”.
If your mobile phone number requires any registration with your real name, you shall complete such a registration process before providing the mobile phone number to us. You shall be responsible for and bear any losses, direct or indirect, and any adverse consequences arising from the lack of such registration.
You are responsible for updating the Registration Data and ensuring that it is accurate at all times. You shall be responsible for the authenticity, integrity, and accuracy of the Registration Data and bear any direct or indirect loss and adverse consequences arising from any inaccuracies of your Registration Data.
After we verify and approve the creation of your Account, you will receive an account identification number and password which you can use to use the Services. You agree to receive emails and/or messages sent by us relating to the management and operation of the Platform.
4.2 Account Usage
You have the right to use your Account to access the Platform to use the Services, including:
(i) to browse the real-time quotes and transaction information of Digital Asset products on this Website;
(ii) to submit digital asset transactions, whether to trade or otherwise (each, a “Transaction”) instructions;
(iii) to complete Transactions;
(iv) view the information provided to Users with your Account;
(v) participate in activities organized by us in accordance with the relevant rules of the activity; and/or
(vi) other Services that we may offer to you from time to time.
4.3 Account Security
You are solely responsible for the login details associated with your account, including your username, password, mobile number, Transaction passwords, and verification codes received through your mobile phone (“Login Details”). If your Login Details are compromised and/or your account has been accessed by an unauthorized third party, you may inform us immediately to request a suspension of your Account. After receiving such a request, we shall act on your request within a reasonable period. However, we shall not be liable for any consequences before the suspension of your Account.
Unless with our consent, you shall not assign your Account to any other person, whether through a donation, loan, lease, transfer, or otherwise.
We are under no obligation to issue any replacement Digital Assets if any Digital Assets, password or private key is lost, stolen, malfunctioning, destroyed, or otherwise inaccessible.
4.4 Suspension, Termination, or Closure
We reserve the right to suspend certainly or all Services to your Account, freeze the Digital Assets in your Account, terminate your Account, close your Account and/or notify the relevant authorities (“Dealing with your Accounts”) if:
(i) we reasonably believe that we need to do so in order to protect our reputation;
(ii) use of your Account is subject to any pending litigation, investigation, or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
(iii) you are from a restricted jurisdiction as stated in clause 1.2;
(iv) you are not eligible to create an Account in accordance with clause 4.1;
(v) when you create an Account on behalf of a legal entity and you are not an authorized person to act on behalf of such legal entity;
(vi) we decide, in our sole discretion, that you are not suitable to use the Services;
(vii) you are not the person as stated in the Registration Data associated with your Account;
(viii) you do not log into your Account for an uninterrupted period of 1 year;
(ix) you use your Account to engage in illegal or illegitimate activities, such as money laundering and bribery;
(x) you use your Account to engage in market manipulative activities, improper transactions, or other illicit trading activities such as money laundering, smuggling, and commercial bribery; and/or
(xi) you are in breach of this Agreement or any other applicable laws, rules, and regulations.
Notwithstanding the above, we reserve the right to close and terminate your account by providing you with 7 Business Days’ notice. Thereafter, you shall have 7 Business Days to take any necessary actions, including canceling any orders or closing your positions (“Pre-Closing Period”). After the end of the Pre-Closing Period, we shall have the right to cancel your orders, close your positions, and return the Digital Assets in your Account to you. Notwithstanding anything in this Agreement, if your Account has been closed in accordance with this clause, all remaining account balance (which includes charges and liabilities owed to us) will be immediately payable to us.
We shall not be liable for any adverse consequences and/or losses associated with our Dealing with your Accounts.
We maintain full custody of the Digital Assets, funds, and User information/data which may be turned over to governmental authorities in the event of an Account’s suspension or closure arising from fraud investigations, investigations of violation of law, or violation of this Agreement.
5. Deposits, Custody, Withdrawals, and Transfers
The Services are available only in connection with the Digital Assets that we support, which may change from time to time. Under no circumstances should you use your Account to store, send, request or receive Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Account for Digital Assets that we do not support. We provide the Services to you, and we are not a party to any Transactions of Digital Assets as a buyer or seller. The Services do not include any deposit, withdrawal, or custody of any fiat currencies.
All Digital Assets held in your Account are held by us on a custodial basis. This means that:
(i) title to the Digital Assets shall remain with you and not transfer to us. As the owner of the Digital Assets is your Account, you shall bear all risk of loss of such Digital Assets. We do not represent or treat assets in Accounts as belonging to us;
(ii) we may not grant a security interest in the Digital Assets held in your Account;
(iii) except as required by relevant authorities or otherwise stated in this Agreement, we will not sell, transfer, loan, hypothecate, or otherwise alienate the assets in your Account unless instructed by you or compelled by a court of competent jurisdiction to do so;
(iv) you control the Digital Assets in your Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending them to a different blockchain address controlled by you or a third party; and
(v) to hold the assets in your Account more securely, your Digital Assets are segregated from our own Digital Assets or funds by way of separately ledger accounting entries for Users and our Accounts. Notwithstanding the foregoing, we shall not have any obligation to use different blockchain addresses to store Digital Assets owned by you and by other customers or by us.
We reserve the right to set and adjust the limits on daily trading volume and withdrawals based on our internal considerations, which include security and the state of the relevant Digital Asset networks.
6. Digital Asset Networks
6.1 Digital Asset Transactions
We will process Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any User, receiver, requestee, or other third party and will have no liability or responsibility for ensuring that the information you provide is accurate and complete. Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset Network.
We may charge network fees (“miner fees”) to process a Transaction on your behalf. We will calculate the miner fees at our discretion, although we will always notify you of the miner fees at (or before) the time you authorize the Digital Asset Transaction. When you or a third party sends Digital Assets to an Account from an external wallet not hosted on the Platform, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of miner fees for the transaction to be completed successfully. Non-payment of miner fees may cause your Transaction to remain in a pending state outside of our control and we are not responsible for delays or loss incurred because of an error in the initiation of the transaction and have no obligation to assist in the remediation of such Transactions.
Once submitted to a Digital Asset network, a Transaction will be unconfirmed for a period pending sufficient confirmation of the Transaction by the Digital Asset network. A Transaction is not complete while it is in a pending state. Digital Asset associated with Transactions that are in a pending state will be designated accordingly and will not be included in your Account balance or be available to conduct Transactions until confirmed by the network.
We may also refuse to process or cancel any pending Transaction as required by law, regulation, or any court or other authority to which we are subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.
6.2 Operation of Digital Asset Protocols
We do not own or control the underlying software protocols which govern the operation of Digital Assets supported on the Platform. The underlying protocols are ‘open source’, and anyone can use, copy, modify, and distribute them.
We assume no responsibility for the operation of the underlying protocols, and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Account may change.
In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (“forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Account. We do not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by us in determining whether to continue to transact in the affected Digital Asset using your Account. In the event of any such operational change, we reserve the right to take such steps as may be necessary to protect the security and safety of assets held on the Platform, including temporarily suspending operations for the involved digital asset(s), and other necessary steps.
We will use our best efforts to provide you with notice of our response to any material operating change. However, such changes are outside of our control and may occur without notice to us. Our response to any material operating change is subject to its sole discretion and includes deciding not to support any new Digital Asset, fork, or other actions.
You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that we are not responsible for such operating changes and are not liable for any loss of value you may experience because of such changes in operating rules. You acknowledge and accept that we have sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported assets or protocols.
7. Trading Rules
You shall comply with the following rules when trading Digital Assets on the Platform:
(i) you shall read, understand, and accept in full the information on the Platform before executing your trade, including, but not limited to price, fees, and whether the Digital Asset is to be bought or sold;
(ii) when you execute your trade and submit your Transaction, you authorize the Platform to act as a broker for the relevant trade to match you with the relevant counterparty for your trade without further notice to you;
(iii) you have the right to revoke or modify your Transaction at any time before the trade is executed; and
(iv) you can check the details and records of your trades in the Platform’s management center.
7.1 Exchange Rates
Each purchase or sale of Digital Assets is also subject to the Exchange Rate for the given Transaction. The “Exchange Rate” means the price of a given supported Digital Asset in fiat currency as quoted on the Platform. The Exchange Rate is stated either as a “Buy Price” or as a “Sell Price”, which is the price at which you may buy or sell Digital Assets, respectively.
You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorize a Transaction. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and/or sell your Digital Assets on the open market at any price or time.
You agree to be responsible for the payment of and pay all fees. Each purchase or sale of a Digital Asset is subject to a fee (a “Trading Fee”). The applicable Trading Fee will be displayed to you on the Platform prior to each trade and is stated in each receipt we issue to you. We may adjust our Trading Fees at any time.
Our KYC and AML/CTF policies are intended to comply with international laws and standards with regard to KYC and AML/CTF, including the laws of your local jurisdiction. We shall comply with our KYC and AML/CTF policies and uses our best efforts to adopt measures and technology to provide you the Services in a safe and secure manner to prevent any losses due to money laundering.
You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we conduct these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a Transaction before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.
If we are informed that any Digital Assets or funds held in your Account are stolen or otherwise are not lawfully possessed by you, we may, but have no obligation to, place an administrative hold on the affected funds and your Account. If we enact an administrative hold on some or all your funds or accounts, we may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to us has been provided in a form acceptable to us. We will not involve ourselves in any such dispute or the resolution of the dispute. You agree that we will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.
10. KYC and AML/CTF
In relation to KYC and AML/CTF, we:
(i) shall promulgate and update our KYC and AML/CTF policies to meet the standards set by applicable laws, rules, and regulations;
(ii) shall promulgate and update the guidelines and rules relating to the operation of this Platform and our staff shall facilitate the provision of the Services to you in accordance with such guidelines and rules;
(iii) shall design and execute procedures for transaction monitoring and control, which includes, but is not limited to rigorous identity authentication procedures, and maintain a dedicated team to address AML;
(iv) adopt a risk-based approach to due diligence and supervision of our Users;
(v) have the right to review and inspect the transactions to, from, and on our Platform;
(vi) shall have the right to report Transactions that we deem in our sole discretion to be suspicious to the relevant authorities; and
(vii) shall maintain the Registration Data and Identification Information (as defined herein) for a minimum of 6 years.
10.1 Identification Information
Where you are an individual, we shall collect certain information from you, including, but not limited to, your:
(ii) address (and permanent address if it differs from your address). Your address (or permanent address) shall be verified in the manner prescribed by us;
(iii) valid email address;
(iv) date of birth;
(vi) photograph of you with your identification documents;
(vii) official identification documents, including passports, identify cards (both front and back), and other identification documents issued by the relevant authorities; and
(viii) other information that we may request from you from time to time,
the “Personal Identification Information”.
Where a legal entity other than an individual, we shall collect certain information from you, including, but not limited to, your:
(i) registration and incorporation documents;
(ii) articles of association or memorandum;
(iii) ownership structure and description of such ownership structure;
(iv) board resolution designating your authorized person responsible for the Account;
(v) identification documents of the directors, major shareholders, and the authorized person. Generally, shareholders holding 10% or more of the relevant entity’s voting power is required to be identified;
(vi) your address; and
(vii) other information that we may request from you from time to time,
the “Corporate Identification Information” and together with the Personal Identification Information, the “Identification Information”.
Identification Information that we request from you may vary according to your jurisdiction and we also may require you to notarize copies of documents you provide to us. We shall have the right to request the notarized translation of your Identification Information to English if your Identification Information is not provided in either English or Chinese.
10.2 Transaction Reporting
We shall monitor the activity of your Account for suspicious transactions. If we determine a suspicious transaction relating to your Account, we may suspend, halt or terminate the transaction, reverse the transaction and/or report the transaction to the relevant authorities, without notice to you. Any action we take in response to a suspicious transaction shall not result in a breach of this Agreement.
11. Intellectual Property Rights
All intellectual property relating to the Platform, including, but not limited to the website name, goodwill, trademarks, logos, databases, website design, text and graphics, software, photos, videos, music, sounds, and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts) (“Intellectual Property”) shall be owned by us. You shall not copy, modify, copy, transmit or use any of the Intellectual Property for commercial purposes. Your use of the Services does not grant you any rights over the Intellectual Property.
Upon acceptance of this Agreement, it shall be deemed that you have transferred and assigned exclusively and free of charge to us all copyright of any form of information that you publish on this Website, including, but not limited to copyrights, distribution rights, lease rights, exhibition rights, performance rights, projection rights, broadcasting rights, information network dissemination rights, shooting rights, adaptation rights, translation rights, compilation rights and other transferable rights that copyright owners are entitled to, and we shall have the right to sue for any infringement on such copyright and obtain full compensation for such infringement. This Agreement shall apply to any content that is published by you on this Website and is protected by copyright law, regardless of whether the content is generated before or after the signing of this Agreement.
You shall not illegally use or dispose of our or any other person’s Intellectual Property when you use the Services. You may not publish or authorize other websites or media to use the Intellectual Property in any manner whatsoever.
12. Rights and Obligations
Notwithstanding anything in this Agreement, we reserve the right, in our sole discretion:
(i) where there are errors or updates, to amend information displayed on the Website;
(ii) to modify, suspend or terminate any or all of the Services offered at any time without prior notice to you. In the event of such termination, it will take effect on the date of the announcement of the termination on the Website;
(iii) suspend or permanently terminate your access to your Account, the Platform or your use of any or all the Services;
(iv) if we suspect or determine that the information you provide to us is wrong, untrue, invalid, and/or incomplete, notify you to correct or update the information you provide to us, and provided that you do not correct and update the relevant information, suspend or terminate the provision of Services to you;
(v) delete any content or information on the Platform which does not comply with applicable laws, rules, and regulations without prior notice to you;
(vi) in accordance with applicable laws, rules and regulations, request information from you. You shall have an obligation to assist us with such request; and
(vii) in the interest of Users, under unusual circumstances which hinder the provision of Services on the Platform, such as a system failure, network failure, or in extreme market conditions, to amend the Services provided. You shall be informed of such amendments through announcements on the Website.
Unless otherwise stated in this Agreement, we shall:
(i) use necessary technical means and management measures to ensure the normal operation of the Platform and provide a necessary and reliable environment for your use of the Services;
(ii) maintain the provision of Services to you;
(iii) ensure the security of your Digital Assets by strengthening our technical capabilities and enhancing our security measures; and
(iv) provide you with advance notice regarding foreseeable security risks relating to your Account.
13. Representations and Warranties
By agreeing to this Agreement, you represent, warrant, and/or undertake that:
(i) you have not been previously suspended or removed from using the Services;
(ii) you are of statutory age, have the capacity, and are authorized to enter into this Agreement and use the Services as required by all applicable laws, rules, and regulations;
(iii) your use of the Services and your Account activity is in compliance with all applicable laws rules and regulations;
(iv) all your Digital Assets are legally acquired and owned by you;
(v) you are solely liable for the actions taken using your Account;
(vi) you are responsible for all profits, losses, or liabilities arising from your transactions and use of your Account;
(vii) all the information you provide to us is true, accurate, and complete;
(viii) you shall make the relevant reports to authorities for taxation purposes;
(ix) you shall refrain from engaging in any illegal activity through your use of the Services;
(x) you shall always refrain from engaging in or participating in any act or activity that damages the interests of the Platform, whether or not in connection with the Services provided by this Website;
(xi) you shall not act in a way that is contrary to the intended use of the Platform, such as facilitating the illegal transfer of information, spreading false information about the Platform, actions that infringe on our rights or the rights of other Users, invitations to pyramid schemes or falsifying and relaying such false information to us or other Users;
(xii) you shall not maliciously interfere with the normal operations of the Platform or other Users’ use of the Services, whether through technical means or otherwise;
(xiii) you shall not state or spread false defamatory information about us;
(xiv) in the event of a dispute between you and other User(s), you shall only resort to judicial or other government-related means to request information from us;
(xv) you are liable for all fees and taxes relating to any hardware, software, and other third party services incurred by you in your use of the Services; and
(xvi) you shall comply with this Agreement and other guidelines and rules that we release in relation to this Platform.
14. Liability and Indemnification
You understand and agree that we shall not be held liable and you shall be solely accountable for any of the following:
(i) loss of income;
(ii) loss of transaction profits;
(iii) contractual losses;
(iv) disruption of business;
(v) currency-related losses;
(vi) loss or damage of information or data;
(vii) loss of opportunities;
(viii) loss from the price or value of Digital Assets;
(ix) costs of purchasing products and services outside the scope of the Services;
(x) any failures in the software, hardware, internet connection, and any distortion and delays arising therefrom;
(xi) any indirect, special, or incidental loss or damages arising from any infringement (including negligence) and/or breach of contract or any other cause, regardless of whether or not such loss or damage may reasonably be foreseen by us and regardless of whether or not we are notified in advance of the possibility of such loss or damages;
(xii) any malicious programs such as viruses or trojans that you may have from your use of the Services;
(xiii) information, products, or business of third party websites which link to this Website;
(xiv) loss arising from any information or technology on the Platform in relation to its validity, accuracy, correctness, reliability, quality, stability, integrity, timeliness, applicability (including for a specific purpose), freedom from error or omission, and consistency;
(xv) errors in our calculations of transactions on the Platform;
(a) to your goodwill or reputation;
(b) to you when we are reasonably justified to believe that your transactions and/or conduct on the Platform may involve any illegal activity or breach of this Agreement;
(c) arising from any expenses or losses arising from the purchase or acquisition of data, information, or digital currency through the Services;
(d) arising from your misunderstanding of the Services; and/or
(e) arising from any other loss relating to the Services which cannot be attributed to us.
14.1 Limitation of Liability
Notwithstanding anything in this Agreement, our liability to you shall not exceed your total cost incurred from the period starting 3 months prior to the event giving rise to the liability and ending at the time of the relevant event.
We do not waive any of the rights not mentioned in this Agreement and to the maximum extent permitted by the applicable law, to limit, exempt, or offset our liability for damages.
If you have a dispute with one or more users of the Services (other than us), you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees, and representatives, will be liable for any claims, demands, and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees, and representatives, in respect of any costs (including attorneys’ fees and any fines, fees, or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and/or our enforcement of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
14.3 Our Guarantees
The guarantees and undertakings specified in this Agreement shall be the only guarantee and statements that we make in connection with the Services provided by us under this Agreement and through this Website and shall supersede any and all the guarantees and undertakings arising in any other way and manner, whether in writing or in words, express or implied. All these guarantees and undertakings represent only our own guarantees and undertakings and do not guarantee any third party’s compliance with the guarantees and undertakings contained in this Agreement.
15. Termination and Remedies for Breach
We shall have the right at any time to terminate all Services offered by us to you in accordance with this Agreement and this Agreement shall terminate on the relevant date of termination of all Services. You shall have the right to terminate your use of the Services provided by us at any time and this Agreement shall terminate on the relevant date of your termination of use of the Services. Upon termination of this Agreement, you agree that you shall not have the right to require us to continue to provide the Services to you or perform any other obligation, including, but not limited to, requesting us to keep or disclose to you any information in your Account, or to disclose to you or any third party any information therein that is not read or sent.
15.1 Breach of Agreement
In the event you breach this Agreement or any applicable laws, rules, or regulations, you shall pay to us a minimum of US$2 million in compensation and bear all expenses we incur in connection with such breach, including any legal fees (“Compensation”). In the event the Compensation is unable to cover our losses, you shall be liable for the additional amounts in excess of the Compensation.
For the avoidance of doubt, the termination of this Agreement shall not prevent the non-breaching party from demanding the breaching party assume liabilities arising other than from this Agreement.
16. Notices and Communications
Users undertake to refer to the announcements, materials, and information on the Platform regularly and promptly. We will not be held responsible or liable in any manner of compensation should you incur personal losses arising from the negligence of not referring to the announcements, materials, and information.
The rights and obligations agreed in this Agreement shall be equally binding on the assignees, the heirs, executors, and administrators of the Parties hereto who benefit from the rights and obligations. Without our consent, you may not transfer to any third party any of your rights or obligations hereunder, provided, however, we may, at any time, assign our rights and obligations under this Agreement to any third party with 30 days’ notice to you.
17.2 Force Majeure
Where we fail to provide the Services or delay in providing such Services due to circumstances not within our control such as information network equipment maintenance, information network connectivity failures, computer errors, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labor disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, the collapse of the digital asset market, actions by governments, judicial or administrative authorities, other acts that are not within our control or beyond our inability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide the Services to you or delay in providing the Services, or for the resultant loss you may sustain as a result of such failure or delay.
17.3 Relationship of Parties
This Agreement is only binding on the rights and obligations between you and us and does not involve legal relations and legal disputes arising from and relating to Transactions between the users of this Website and between other parties and you.
Nothing in this Agreement shall be deemed to have created, implied, or otherwise treated us as your agent, trustee, or another representative unless it is provided otherwise in this Agreement.
17.4 Entire Agreement
If any provision of this Agreement is found unenforceable, invalid, or illegal by any court of competent jurisdiction, the validity of the remaining provisions of this Agreement shall not be affected.
We reserve the right to determine, amend or modify any content of this Agreement at any time at our sole discretion. The date and time displayed in the “Last updated on” section of this Agreement shall refer to the timing of any changes to the provisions contained herein and the contents of this Agreement. The amended agreement will take effect immediately upon announcement on the Platform. Although we have taken reasonable measures to ensure the accuracy of the information on the Platform, we do not guarantee the degree of such accuracy or bear any loss arising directly or indirectly from the information on the Platform or from any delay or failure caused by failure to connect with the internet, transmit or receive any notice and information.
You shall be responsible for being updated with the amendments to this Agreement. If you do not agree with the amendments, stop using the Services immediately. Any continued use of the Services shall be deemed as you agree to the terms of this Agreement.
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will continue to be binding and operate after the termination or expiration of this Agreement.
17.7 Data Protection
Your personal data will be properly protected and kept confidential, but we have the right to collect, process, use or disclose your personal data in accordance with this Agreement or applicable laws. Depending on the products or services concerned, your personal data may be disclosed to the following third parties:
(i) your Transaction counterparty;
(ii) our shareholders, partners, investors, directors, supervisors, senior managers, and employees;
(iii) our joint ventures, alliance partners, and business partners;
(iv) our agents, contractors, suppliers, third-party service providers, and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT, and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, and storage;
(v) third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;
(vi) insurance companies or insurance investigators and credit providers;
(vii) credit bureaus, or any debt collection agencies or dispute resolution centers in the event of a dispute;
(viii) professional consultants such as auditors and lawyers;
(ix) relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations implemented by government authorities;
(x) assignees of our rights and obligations;
(xi) banks, credit card companies, and their respective service providers; and
(xii) persons with your consent as determined by you or the applicable contract.
17.8 Export Control
Your use of the Services is subject to international export controls and economic sanctions requirements. By sending, receiving, buying, selling, trading or storing Digital Assets through your use of the Services, you agree that you will comply with those requirements. You are not permitted to acquire Digital Assets or use any of the Services if:
(i) you are in, under the control of, or a national or resident of Cuba, Democratic Republic of Congo, Democratic People’s Republic of North Korea, Iran, Libya, Somalia, South Sudan, Sudan, Yemen or Syria, or any other country subject to the United States embargo, UN sanctions, the European Union, MAS or HM Treasury’s financial sanctions regimes (each a “Sanctioned Country“), or if you are a person on the economic sanctions lists as published from time to time by applicable authorities (including, but not limited to the MAS Lists of Designated Individuals and Entities, U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or the EU financial sanctions regime (a “Sanctioned Person“); or
(ii) you intend to supply any acquired or stored Digital Assets or Services to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.
17.9 No Waiver
Our or your waiver of the right to hold the other Party liable for breaches of this Agreement or any other liability as is agreed upon in this Agreement shall not be construed or deemed as a waiver of the right to hold the other Party for other breaches of contract. Any failure to exercise any right or remedy shall not be construed in any way as a waiver of such right or remedy.
17.10 Governing Law
This Agreement and the relationship between us shall be governed by and construed in accordance with the laws of [Seychelles].
17.11 Dispute Resolution
You acknowledge and agree that, before filing any dispute or claim, you will contact us through email@example.com where we will try to solve the relevant dispute internally as soon as possible (“Internal Resolution”). The Parties agree to negotiate and solve any dispute in good faith (such negotiation shall be confidential and protected under applicable laws, rules, and regulations and will not be used as evidence in any proceeding).
You acknowledge and agree that, in case of any dispute, controversy, divergence or claim that can’t be solved by Internal Resolution, including any dispute in connection with the existence, validity, interpretation, performance, breach, or termination of this clause or any dispute concerning or arising out of this clause, (collectively referred to as the “Dispute“), the Parties shall submit the Dispute to the International Chamber of Commerce International Court of Arbitration (“ICC International Court of Arbitration”) according to the ICC Rules of Arbitration in effect. The arbitration shall take place in Seychelles and apply to applicable laws determined under the ICC Rules of Arbitration. Unless otherwise agreed by the Parties hereto, only one arbitrator shall be appointed according to the ICC Rules of Arbitration. The arbitrator shall have the exclusive right to make a ruling on his/her right of jurisdiction, including but not limited to any objection to the existence, scope, or validity of the arbitration agreement or the arbitrability of any claim or counterclaim. The arbitration shall be conducted in English. The arbitrator shall, regardless of the method of arbitration, issue a reasoned written decision to explain the arbitration award, its basic conclusion, and the conclusion (if any). The arbitration award shall be final and binding upon the Parties and may be enforced by any court of competent jurisdiction.
17.12 Unclaimed Property
If we hold Digital Assets on your behalf, and we are unable to contact you and have no record of your use of the Services for several years, applicable law may require us to report the Digital Assets as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
17.13 Class Action Waiver
You agree that any claims relating to this Agreement (whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) shall be brought against the other party in arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including us.