Terms of Service
Your use of the products, software, services, Website, the technology and the platform integrated therein and any applications associated therewith (referred to collectively as the “Technology Platform”, “We” or "Services"), under this document ("Terms") and excluding any services provided to you by Company under a separate written agreement) is subject to the terms of a legal agreement between you and Company. “Company” means Changelly Pro, whose principal place of business is at 306 Victoria House, Victoria, Mahe, Seychelles. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
"User", "You" is a natural person and/or a legal entity, that are completed a registration process and created an Account.
"Website" is pro.changelly.com
These Terms describe legal conditions, concerning your use of the Website, Technology Platform, and Services.
You must agree to all of the conditions of this Agreement. If you do not agree to or accept all the conditions of this Agreement, please immediately discontinue access to and use of the Website, the Technology Platform and the Services.
If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use this Website, the Technology Platform and other Services at all.
- LEGAL EFFICACY OF THIS AGREEMENT
RIGHT TO PROFESSIONAL ADVICE
- THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THE WEBSITE OR USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST CEASE ALL ACCESS AND USE OF THE WEBSITE AND ANY OTHER SERVICES PROVIDED BY THE COMPANY. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
ACCEPTANCE OF THE TERMS
- If you do not understand all of the terms in this Agreement, then you should consult with a lawyer before using the Website, Technology Platform or the Services.
- No one is authorized or allowed to access the Website or use the Technology Platform unless he or she has accepted this Agreement. You manifest your agreement to this Agreement by taking any act demonstrating you enter into this Agreement. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. If you click any link, button or other device provided to you in any part of our Website’s interface, then you have legally agreed to all of these Terms. Additionally, by using any part of our Website or Services in any manner you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in this Agreement.
REGISTRATION PROCESS AND RESTRICTION OF USE
- REGISTRATION OF AN ACCOUNT WITH COMPANY
- In order to use the Technology Platform, you must create an account with us (your “Account”). Account can be created on the Website by going through the registration process, which is described in the respective section of the Website. "Account" refers herein to User account accessible after the registration process and via the Services where crypto assets may be stored and operated by Company on behalf of a User.
- While creating your Account, you may be asked to provide certain registration details and information. In order to verify your identity and complete the AML/KYC procedure, some of this information may be personal, private or detailed.
- "Crypto Assets" shall mean such type of assets which can only and exclusively be transmitted by means of block-chain technology, including but not limited to digital coins and digital tokens and any other type of digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc., to the full and absolute exempt of the securities of any kind.
- Company reserves the right, in its sole discretion, to limit the number of Accounts that you may hold, maintain or create. Accounts cannot be assigned to any third party.
- When you create an Account, you undertake to:
- agree to pass through AML/KYC procedures, which may be applied to You;
- maintain and promptly update your Account information;
- maintain the security of your Account choosing strong password, storing in securely and restricting access to your Account;
- promptly notify Us if you discover or otherwise suspect any security breaches related to your Account;
- take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.
- WARRANTIES, REPRESENTATIONS AND COVENANTS
- You further represent and warrant that:
- you are at least 18 years old or of other legal age, according to your relevant jurisdiction;
- you have not been previously suspended or removed from our Services;
- you have full power and authority to enter into this legal relationship and by doing so will not violate any other legal relationships;
- you use our Technology Platform with your own e-mail and for your own benefit and do not act on behalf and/or to the interest of any other person;
- you are not a Politically Exposed Person (PEP) or their family member or close associate of the PEP. PEPs (as well as family members or close associates of the PEPs) are not allowed to use Company's Technology Platform. In case Company will establish, that the User of the Technology Platform is PEP (as well as family member or close associate of the PEP), Company reserves the right to terminate Account of such User. For the purpose of this Terms, the definitions "Politically Exposed Person", "family member" and "close associate" have the meaning, as it defined in (i) the FATF Recommendations (International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation) – available via http://www.fatf-gafi.org/media/fatf/documents/recommendations/pdfs/FATF Recommendations 2012.pdf and (ii) FATF Guidance on Politically Exposed Persons (Recommendations 12 and 22) – available via http://www.fatf-gafi.org/media/fatf/documents/recommendations/Guidance-PEP-Rec12-22.pdf;
- you guarantee that you have full and eligible rights to your crypto assets and that those are not sold, encumbered, not in contention, or under seizure, and that neither exist any rights of third parties to your crypto assets;
- you will not use our Services or will immediately cease using those if any applicable law in your country prohibits or will prohibit you at any time from doing so;
- you will not use our Services or will immediately cease using those if you are a resident or become a resident at any time of the state or region (in accordance with such state or region definition of residency), where the crypto assets transactions you are going to execute are prohibited or require special approval, permit and/or authorization of any kind, which Company has not obtained in this state or region. Notwithstanding the above, you are not in any case allowed to access and use our Services if you are located, incorporated or otherwise established, or are citizen or resident of:
- Crimea and Sevastopol,
- North Korea,
- the United States of America; or
- any territory that is embargoed by the United States of America,
- any such territory where the local Applicable Law prohibits or will prohibit you at any time (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services or the Technology Platform (hereinafter, together “The Restricted Jurisdictions”).
Company reserves the right to close any of your Accounts, to liquidate any open trade positions, and to force you to withdraw all the crypto assets from the Technology Platform in case if: (i) Company determines that you are accessing the Services or the Technology Platform from any Restricted Jurisdiction, or (ii) you have given false representations as to your location of incorporation, establishment, citizenship or place of residence. For the purpose of this clause "Applicable Law" refers to all applicable laws of any governmental authority, including, without limitation, federal, state and foreign securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs and orders or like actions of any governmental authority and rules, regulations, orders, interpretations, licenses, and permits of any federal, regional, state, county, municipal or other governmental authority.
- When accessing or using the Technology Platform, you further represent, agree and warrant, that you will not violate any law, contract, intellectual property or other third-party right or commit a tort by using Technology Platform. Without prejudice to the generality of the foregoing, you represent, agree and warrant, that you will not:
- Use the Technology Platform in any manner that could interfere with, disrupt, negatively affect, damage or inhibit other users from using our Technology Platform with full functionality, or that could negatively affect the functioning of Technology Platform in any manner;
- Use the Technology Platform to pay for, support or otherwise engage in any illegal activities;
- Use any robot, spider, crawler, scraper or other automated means or interface not provided by Us to access the Technology Platform or to extract data;
- Use or attempt to use another User account without authorization or any service or area of our Technology Platform that you are not authorized to access;
- Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Website’s name or marks, and you hereby stipulate that any use of the Website’s name or marks, or any other marks owned by Us is an infringement upon our trademark rights, in which case you agree to pay any and all fees incurred in the recovery of our intellectual property, including attorney's fees and all associated costs;
- Upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may affect the operation of Technology Platform, Technology Platform's property or property of others;
- Develop any third-party applications that interact with our Technology Platform without our prior written consent;
- Encourage or induce any third party to engage in any of the activities prohibited under this Section.
- YOU INDEMNIFY AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, AND COSTS REASONABLY AND NECESSARY INCURRED BY THE TECHNOLOGY PLATFORM ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE WARRANTIES, REPRESENTATIONS AND COVENANTS OF THIS SECTION AND THE ENTIRE TERMS OR BREACH OF ANY OF YOUR OBLIGATIONS HEREUNDER.
- You confirm that You have read, fully understood, accepted the following statement and are aware of the following risks of loss in financing a transaction by deposit of collateral (Margin Trading):
- You may sustain losses in excess of your Crypto assets deposited as collateral with the Technology Platform.
- You may be called upon at short notice to make additional margin deposits or interest payments.
- If the required Margin deposits or interest payments are not made within the prescribed time, Your collateral may be liquidated without your consent.
- Market conditions may make it impossible to execute contingent orders, such as "stop-loss" or "stop limit" orders.
- You will remain liable for any resulting deficit in your account and interest charged on it. You should therefore carefully consider whether such an arrangement is suitable and responds your situation and objectives.
- The Technology Platform will not at any time be obliged to provide or continue to provide any Margin Facility to You.
- You shall not have any right or claim against the Technology Platform in respect of any loss arising out of any sale, realization, redemption, liquidation or disposal or proposed sale, realization, redemption, liquidation or disposal of the Crypto assets due to Your inability to maintain the Margin or meet the Margin calls, however such loss may have been caused, and whether or not a better price could or might have been obtained by either deferring or advancing the date of such sale, realization, redemption, liquidation, disposal or otherwise.
POSSIBILITIES AND SERVICES OF OUR TECHNOLOGY PLATFORM
- CRYPTO ASSETS DEPOSITS AND WITHDRAWALS
CRYPTO ASSETS TRADE
- Our Technology Platform allows Users to remit various crypto assets to Account from external third-party services and vice versa except to certain limitations, which may be updated from time to time. YOU INDEMNIFY AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR DEPOSIT/WITHDRAWAL TRANSFER REQUESTED IN VIOLATON OF SETTLED LIMITATIONS.
- "Deposit/Withdrawal" of crypto assets shall mean remittance of crypto assets to/from Account from/to external third-party service accordingly.
- You understand and acknowledge, that an address for receiving crypto asset will be created automatically as soon as you request the Deposit transfer and before any crypto asset can be remitted to Your Account and you fully and irrevocably authorize its creation as well as any Transfers via Technology Platform, which are executed by Technology Platform to make it operational.
- "Transfer" for the purposes herein shall mean a record of Deposit, Withdrawal and/or Trade transaction of crypto asset into, out from or at User’s Account, which is technically executed by Company in accordance with User’s Deposit/Withdrawal request or Trade order.
- You are solely responsible for your use of the third-party service, that you use to remit your crypto assets to or from Technology Platform, including for any fees that may be attributed thereto. "Third-party service" is any platform or network in which crypto assets belong to you or where you are the beneficial owner of crypto assets; and this platform is maintained by a third party outside of the Services; including, but not limited to third-party accounts.
- YOU AGREE THAT YOU WILL NOT HOLD COMPANY LIABLE FOR ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF SUCH THIRD-PARTY SERVICES.
- Subject to the terms and conditions of these Terms, We will use commercially reasonable efforts to record all Transfers on a spot basis as soon as practicable. However the timing associated with Deposit/Withdrawal of crypto assets depends inter alia upon the performance of third-parties services, and We make no guarantee that crypto assets will be Deposited/Withdrawn in any specific timeframe. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE, THAT ANY DELAYS ARE POSSIBLE; YOU INDEMNIFY AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSFER DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.
- Matching bids and offers to buy and sell crypto assets are automatically paired by the Technology Platform, and the Technology Platform will notify the respective Users that the order has been executed. a match is made, the order is executed and cleared instantaneously. YOU SHOULD ONLY PLACE A BID OR OFFER TO BUY OR SELL IF YOU FULLY INTEND TO COMPLETE THE TRANSACTION. You have the right to stop payment of a preauthorized bid or offer to sell or buy crypto assets by initiating procedures through your Account to effectuate closure of such open bid or offer. We are not responsible for any disputes among or between Users regarding any transaction. Once
- Margin trading is not supported by Technology Platform. Members may only sell as much crypto assets as is recorded by the Company in the Technology Platform ledger, plus the applicable Fee (as defined below). Any attempt by you to sell more crypto assets than our records show in your Account after deduction of the applicable Fee will result in an unsuccessful trade and may be the ground for termination of your Account.
- When you submit a new Trade order via the Technology Platform, you authorize Company to:
- record a transfer of Your crypto assets from/into/on your Account and/or,
- where applicable, reserve Your crypto assets on your Account in accordance with such Trade order
- and charge you any applicable fees for such record (as described in these Terms).
- You acknowledge and agree that, respective to your trading activity, Our Technology Platform:
- is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity;
- is not acting as a party of transferring of a particular crypto asset.
- You understand and agree that, due to technical and other restrictions, the trade rates displayed on our Website may be delayed and therefore not reflect the current, live market rates of particular crypto assets. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any crypto assets, the actual market rate at which a market Trade transaction is executed may be different from the prevailing rate indicated via the Technology Platform at the time of your Trade transaction. You agree that we are not responsible for any adverse consequences that you may experience, or costs that you may incur, arising from any lapse, failure, outage, or error in receiving live trade rates data from Company.
- The rates made available via the Technology Platform shall not be considered as an investment or financial pieces of advice or referred to as such and cannot be used as a basis of investment strategy, legal position in the court and nothing in the rates information can be ensured to contain no errors, mistakes, mispresentations or failures etc. THEREFORE, NEITHER COMPANY, NOR, WHERE APPLICABLE, ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OUTSOURCED ADVISORS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER WITH RESPECT TO THE RATES INFORMATION AND, IN PARTICULAR, AS TO THE ACCURACY OR COMPLETENESS OF THE RATES INFORMATION. YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF RATES INFORMATION AND/OR YOUR TRADING ACTIVITY VIA TECHNOLOGY PLATFORM.
- You hereby agree that you will not redistribute, retransmit, duplicate, publish or otherwise make trade rates available in any way, either through automated, manual, or any other means, for the purpose of generating revenue, either directly or indirectly. Any distribution, publication, or transmission of our live trade rates without Company's consent is a material breach of this Agreement and a violation of our rights for which we may seek appropriate legal recourse.
- "Trade" shall be understood as an exchange of the crypto asset of one type, owned by one Account User, to the crypto asset of another type, owned by the same or another Account User, at the terms and conditions set forth by such exchange parties, and which is executed solely and exclusively within the Technology Platform with crypto assets deposited to those Users’ Accounts.
- "Transaction" refers herein to Transfer, Trade, Deposit and Withdrawal of the crypto assets.
- The Technology Platform may from time to time at the terms and conditions it may deem reasonable introduce and launch different Referral Programs and reserves the right to suspend or cease such programs and adjust the rules at its sole discretion at any time without additional notification to You.
- The Technology Platform reserves the right to reject you in participation in any Referral Program without further explanation.
- We also may at any time suspend or terminate your participation in any Referral Program and cancel all your referrals and referral commissions in case of your non-compliance or violation of this Terms or the terms of the Referral Program, including without limitation performance of the following activities:
- Self-invitations through multiple accounts;
- Redirection from any third-party websites or social media accounts that imitate Technology Platform or illegally pretend to be associated with Us;
- Redirection from any unofficial third-party websites or social media accounts;
- Posting referral link as advertisement on search engines.
- Our Technology Platform may provide You with the revolving Crypto assets credit facilities that are being made available from time to time by Us subject to the provisions hereunder and custom specific terms ("Margin Facilities"). Margin Facilities includes all amounts debited to the Margin Balance. The purpose of the Margin Facilities is to finance the acquisition or holding of Crypto assets.
- To use Margin Facilities you may be at any time required to deposit the Margin. "Margin" means Your Crypto assets, which are or shall at any time be required, as determined by the Technology Platform, to be deposited with, transferred or caused to be transferred to or held by the Technology Platform or its nominee as collateral under the Margin Balance.
- "Margin Limit" shall be understood as such percentage of the market value of the Crypto assets up to which You are permitted to borrow (or otherwise to secure other forms of crypto accommodation) from the Technology Platform against the Margin. The market value" of any particular Crypto asset at any given time is determined by the Technology Platform in its absolute discretion based on what could be obtained by it on a sale of such Crypto assets at such time and in such market on which Crypto assets of the same type are normally dealt.
- When You submit a new Margin collateral via the Technology Platform, you authorize our Technology Platform to:
- increase or decrease the facility limit of the Margin Facilities without any prior notice to you;
- demand immediate payment of all or any Crypto assets, whether principal, interest or otherwise, then owing in respect of the Margin Facilities or otherwise hereunder;
- cancel or terminate the Margin Facilities;
- extend the Margin Facility to You in excess of your Margin Limit;
- refuse to make available to You any advance under the Margin Facility at any time even if the applicable Margin Limit has not been exceeded;
- draw on the Margin Facilities to settle any amount due to Technology Platform in respect of Your acquisition of Crypto assets or payment of any commission or other costs or expenses due in favor of the Technology Platform.
- You shall maintain the Margin and on demand from the Technology Platform make payments or deposits of additional Margin in such amount and in such form and within such time limit as specified by the Technology Platform, as the Technology Platform in its absolute discretion determines necessary to provide adequate support in respect of the Margin percentage and the Margin Facilities. Payment of Margin Calls must be effected in Crypto assets which You have good and free unencumbered titles and unless the Margin Call is fully satisfied with the time specified. Technology Platform has no obligations to notify You of Your failure to maintain the Margin. In the event that it is, in the sole opinion of the Technology Platform, impracticable for Us to make demands for additional Margin, the Technology Platform shall be deemed to have made Margin Calls for such form and/or amounts as We may determine and such additional Margin shall become immediately due and payable by You.
- If you fail to maintain the Margin or meet Margin calls made by Us or the Margin Facilities is terminated or cancelled by Us, We may, without demand, notice, legal process or other action sell, realise, redeem, liquidate or otherwise dispose of, as appropriate, such of the Crypto assets or any part thereof at the relevant market or by private contract, and on such terms as We in our absolute discretion think fit, free from all Your trusts, claims, rights of redemption and equities.
- Upon irrevocable payment in full of all sums which may be or become payable hereunder and the full performance of the Your obligations under the Margin Facility terms, the Technology Platform will at Your request and expense release to You all the rights, title and interests of the Technology Platform in the Margin collateral.
COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS.
- In order to provide the Website, Technology Platform, and other Services to you, we charge a fee on each transaction initiated by User of the Website. The current Fee may be found on our Website. We reserve the right to change, modify or increase the Fee at any time and from time to time. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases on our Website. If you do not agree to the posted changes, modifications, or increases, you may delete your Account. Your first use of your Account following the posting of any changes or revisions to the terms of this Agreement or modified Fee as posted on the Website will constitute your acceptance of all such changes or revisions.
- You shall pay to the Technology Platform the interest on Your aggregate liability (whether present or future, actual or contingent, joint or several) to Technology Platform under the Margin Facilities or otherwise at any relevant time at the interest rate advised by Us to You from time to time. Such interest shall be added to and form part of your aggregate liability.
- You authorize Us, or our designated payment processor, to charge or deduct your Account crypto assets for any applicable Fees owed in connection with trades you complete via the Technology Platform.
- Unless otherwise indicated by Us, Company's IP is the proprietary property of Company or our licensors or suppliers and is protected by international copyright laws and other intellectual property rights laws. "Company's IP" shall mean all and any copyright and other intellectual property rights in all content and other materials contained on the Technology Platform or provided in connection with the Services, including, without limitation, the Company's name, trademark, Company's logo and all designs, text, graphics, pictures, information, data, software, technologies, know-hows, sound and video files, other files and the selection and arrangement thereof.
- We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Company's IP for your personal or business use solely for the purposes of regular use of the Technology Platform.
- Such license is subject to these Terms and does not permit:
- any resale of the Company's IP;
- the distribution, public performance or public display of any Company's IP;
- modifying, adapting or otherwise making any derivative uses of the Company's IP, or any portion thereof; or
- any use of the Company's IP other than for the intended purposes.
- The license granted under this section will be automatically terminated in case your access to the Services is suspended or terminated.
SUSPENSION AND TERMINATION OF YOUR ACCOUNT
- While using our Technology Platform, you may view Third-Party Content. We do not control, endorse or adopt (unless otherwise expressly stated by Us) any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk. "Third-Party Content" is the content provided by third parties, including without limitation links to web pages of such parties, which may be represented on the Technology Platform.
- In case of your breach of the Terms, or any other event as We may deem necessary, including without limitation market disruption and/or Force Majeure event We may, in our sole discretion and without liability to you, with or without prior notice:
- suspend your access to all or a portion of our Services; or
- prevent you from executing any actions via the Technology Platform, including completing any open Trade orders. In case the transferring resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event; or
- terminate your access to the Services, delete or deactivate your Account and all related information and files in such account.
- Notwithstanding to the abovementioned Company reserves the right to apply to User any of the measures indicated in cl. 1 of the Agreement, if:
- we believe, in our sole and absolute discretion, that you have breached any material term of this Agreement or the document(s) it incorporates by reference;
- you add crypto assets to your Account which does not belong to you or received via any kind of illegal activity;
- we are unable to verify or authenticate any information you provide to us;
- we have reasonable suspicion that you are directly or indirectly using our Website, Technology Platform or other Services in violation of applicable law or regulation;
- we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our users or us;
- we are directed as such by a regulatory authority, law enforcement, or a court of competent jurisdiction;
- we are otherwise required to do so by applicable law or regulation; or
- we decide to cease operations or to otherwise discontinue any Services or options provided by the Website, Technology Platform, or parts thereof.
- In the event of termination, Company will return any crypto assets stored in your Account and not owed to Company, unless Company believes you have committed fraud, negligence or other misconduct.
- "Force Majeure Event" refers herein to any event beyond Company's reasonable control, including but not limited to the flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, suspension of bank accounts of any kind, extraordinary leaps of the course of crypto asset, communications, network or power failure, or equipment or software malfunction or any other cause beyond Company's reasonable control.
RISK DISCLOSURE AND RESTRICTION OF LIABILITY
- RISK DISCLOSURE
DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES
- Due to our internal policies, We only provide the Services to users with sufficient experience, knowledge and understanding of the work principles of our Technology Platform, and those who fully understand the associated risks. You acknowledge and agree that you shall access and use the Technology Platform at your own risk. We are not responsible for any loss or damage incurred by you as a result of your use of our Services or for your failure to understand the nature of crypto assets or the market of such assets. We make no representations or warranties concerning the value, stability, or legality of any such crypto assets.
- You acknowledge that there are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Technology Platform, howsoever caused.
- You acknowledge and accept that the Company has no control over any cryptocurrency network and you understand all risks associated with utilizing any crypto assets network, including, but not limited to the risk of unknown vulnerabilities in or unanticipated changes to any network protocol. We will not be responsible for any harm occurring as a result of such risks.
- YOU AGREE TO INDEMNIFY AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF OUR TECHNOLOGY PLATFORM, INCLUDING, BUT NOT LIMITED TO THOSE ARISING FROM YOUR PERSONAL ERROR AND MISBEHAVIOR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, LOSS OF YOUR ACCESSES ETC.
INDEMNIFICATION AND RELEASE
- Except as expressly provided to the contrary in a writing by Us, our services are provided on an "As is" and "As available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
- You acknowledge that information you store or transfer through our services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to software failures, protocol changes by third party providers, internet outages, Force Majeure event or other disasters including third party DDOS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our services.
- Except as otherwise required by law, IN NO EVENT SHALL COMPANY, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE COMPANY'S IP, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO COMPANY'S RECORDS, PROGRAMS OR SERVICES.
- We resume the right, in our sole discretion, to control any action or proceeding (at our expense) to which We are a participant and determine whether We wish to settle it.
- To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of this Agreement or other obligations under this Agreement against crypto assets in your Account.
- To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, COMPANY OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO COMPANY WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
- Company shall not be liable for:
- any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information;
- any loss or damage arising from a Force Majeure Event.
- We strive to protect our users from fraudulent and scam activities in crypto assets sphere. It is possible, that some crypto assets are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. We reserve the right to prohibit and discontinue any transactions on our Technology Platform with such crypto asset at our sole discretion, without any prior notice to you and without publication of the reason for such decision, whenever this comes to our knowledge. YOU INDEMNIFY AND HOLD COMPANY HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF TRANSACTIONS IN OUR TECHNOLOGY PLATFORM WITH ANY CRYPTO ASSET.
- If we determine that any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Website, Technology Platform and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to Us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.
- To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its 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 and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use, misuse, or inability to use the Website, Technology Platform, Services, or any of the Materials contained therein; or (ii) your breach of this Agreement.
- To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release 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 Website and Services 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, any financial loss not due to the fault of the Website, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Website, unavailability of the Website, its functions and/or Services and any other technical failure that may result in inaccessibility to the Website, Technology Platform or Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with through the Website and Services, 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 you. This release is intended by the parties to be interpreted broadly in favour of the Company, 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.
- When we implement a new crypto asset to our Technology Platform We first add a contract. This action makes the deposit of this crypto asset to our Technology Platform technically possible. However, the add-in of the contract does not mean that the crypto asset is fully integrated into Technology Platform and is available for Trade. THE DEPOSIT OF A NEW CRYPTO ASSET TO OUR TECHNOLOGY PLATFORM BEFORE AN OFFICIAL COMPANY’S ANNOUNCEMENT OF THIS CRYPTO ASSET OPENING IS STRICTLY PROHIBITED. You acknowledge and agree that in case of violation of this restriction your entire account will be suspended until the official opening of the crypto asset.
- Once your Deposit/Withdrawal request or Trade order is executed, a confirmation will be electronically made available via Technology Platform detailing the particulars of the Transfer. You acknowledge and agree that the failure of the Technology Platform to provide such confirmation shall not prejudice or invalidate the terms of such transaction.
- We may, at any time and in our sole discretion, refuse to perform any Transfer requested via the Technology Platform, impose limits on the Transfer amount permitted via the Technology Platform or impose any other conditions or restrictions upon your use of the Technology Platform without prior notice.
- We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
- You may only cancel a Transfer request initiated via the Technology Platform if such cancellation occurs before Company executes the Transfer. Once your Transfer request has been executed, you may not change, withdraw or cancel your authorization for Company to complete such Transfer. If a Trade order has been partially filled, you may cancel the unfilled remainder unless the order relates to a market rate Trade. We reserve the right to refuse any cancellation request associated with a market rate Trade order once you have submitted such order. While We may, at our sole discretion, reverse a Trade under certain extraordinary conditions, a customer does not have a right to a reversal of a Trade.
- If you have an insufficient amount of crypto assets in your Account to complete a Transfer via the Technology Platform, We may cancel the entire order or may fulfill a partial order using the amount of crypto assets currently available in your Account, less any fees owed to Company in connection with our execution of the Transfers.
- It is your responsibility to determine what, if any, taxes apply to the Transfers you complete via the Technology Platform, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Company is not responsible for determining whether taxes apply to your transfers or for collecting, reporting, withholding or remitting any taxes arising from any Trades and Transfers and does not act as your tax agent.
- ELECTRONIC NOTICES
NO OFFER OF SECURITIES
- You agree and consent to receive electronically all Communications, that Company may be willing to communicate to you in connection with your Account and/or use of the Services. You agree that Company may provide these Communications to you by posting them on the Technology Platform. "Communications" shall mean all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to User by Company.
- You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If this is a case you waive your right to plead ignorance. If you decline or withdraw consent to receive electronic Communications, Company may suspend or terminate your use of the Technology Platform.
- By registration on our Technology Platform you agree and consent to receive any Newsletters, that Company may be willing to communicate to you. "Newsletter" shall mean advertising, marketing, informational and any other type of e-mailing or other distribution, which may be from time to time addressed to User by Company.
- Without prejudice to cl. 2, you may withdraw your consent on receiving electronic Newsletters by sending a withdrawal notice to support or by pressing a special button ("an unsubscribe button").
- It is your responsibility to keep your email address on file with Company up to date so that Company can communicate with you electronically. You understand and agree that if Company sends you an electronic Communication but you do not receive it because your email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Company will be deemed to have provided the Communication to you. You waive your right to plead ignorance. You can update your email address at any time by logging into your Account or by sending such information to support. If your email address becomes invalid in a such way that electronic Communications sent to you by Company are returned, Company may deem your account being inactive, and you may be not able to complete any transaction via the Technology Platform until We receive a valid, working email address from you.
APPLICABLE LAW; ARBITRATION
- Company endeavors all possible measures to be sure that crypto assets that are available via the Technology Platform cannot be classified as "security" by any competent authority. Moreover, Company represents that it never intended or desired to make tokens and/or coins that can be classified as "security" available via Technology Platform.
- The responsibility for the fact that the instrument cannot be treated as “security” lies with the owner of token and/or coin. If there is any risk or speculations that token and/or coin can be treated as “security”, the Technology Platform reserves the right to prohibit and discontinue any transactions on our Technology Platform with such tokens and/or coins at its sole discretion.
- You and We shall strive to settle all disputes and disagreements between us arising from or in connection with these Terms by the complaint procedure.
- In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will receive of your complaint if you contact us via [email protected] The notice shall be written in English. Within (thirty) 30 business days of our receipt of your complaint we will send you a response. Failing to reach an agreement, all disputes arising out of connection or in connection with these Terms, including disputes on its conclusion, binding effect, amendment and termination, shall be resolved by the competent court.
- Any dispute between the parties will be governed by these Terms.
- Whether the dispute is heard in arbitration or in court, you will not commence (as well as will not participate) against Company a class action, class arbitration or representative action or proceeding.
- These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services.
- In the event of any conflict between these Terms and any other agreement you may have with Company, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.
- We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If We make changes to these Terms, We will provide you with notice of such changes, such as by sending an e-mail, providing notice on the homepage of the Website and/or by posting the amended Terms via the applicable Company websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new users of the Services. In all other cases, the amended Terms will become effective for preexisting users upon the earlier of either:
Any amended Terms will apply prospectively to use of the Services after such changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Company, including by operation of law or in connection with any change of control. Company may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
- the date User click or press a button to accept such changes or;
- the date User continues use of our Services after Company provides notice of such changes or publishes new version of the Terms on the Website.