The Services (defined below) are provided to you(a “user”, a “customer”, “you” or “your”) by Digifinex Hong Kong Ltd a company registered in Seychelles (the “Company”, ”Digifinex” “our”, “we” or “us”) Digifinex develops, owns, operates, and maintains:
- the domain digifinex.hk and its affiliate domains operated by us and/or our Affiliates (collectively the “Website”);
- an operating system supported by technology infrastructure and safeguarded by cybersecurity systems (each a “Software”) hosted on or through our website and mobile applications (an “App”) (each a “Platform” collectively the “Exchange”) enabling users to store, deposit, buy, sell, withdraw, transfer and trade Digital Assets on the Exchange; and
- any other accompanying services or outsourced services for the administration, operation, maintenance, and upkeep of the Exchange, the Platform, and the Software.
(Each a “Service”, collectively the “Services”) that enables you to trade in Digital Assets (as defined below).
Depending on your domicile the respective jurisdictional variations of these Terms as set out in the Schedule shall apply to you.
If you are an existing registered user of the Services, you hereby acknowledge and agree to the migration from the previous version to the current version of the App governed by these Terms. We may amend, modify, add to, or delete these Terms at our discretion and those amendments, modifications, additions, or deletions apply to your use of the Platform and the Service as they are published on our Platform (whether you are aware of those amendments, modifications, additions, or deletions). All subsequent actions governed by this Agreement shall apply the prevailing Terms.
By using the Services and/or registering an account with us, you have represented and warranted to us to have expressly read, understood, and agreed to be bound by these Terms and our Privacy Notice which may be amended from time to time.
In these terms and conditions, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:
“Account” means any account of the Customer established and maintained with the Company, reflecting, and representing the respective Funds belonging to the customer and held in custody by the Company’s qualified custodian in the Custody Address;
“Address” means an alphanumeric code representing the destination of a cryptocurrency payment on the Blockchain of a Digital Asset and used to identify the Digital Assets under the ownership of this alphanumeric code;
"Affiliate" means a corporation directly or indirectly, fully or partially, controlling, controlled by or under direct or indirect common control with another corporation;
"Annex" as defined in the Recital;
"App" means the mobile application software developed, maintained, owned by, and operated by the Company for the fulfilment of the Services and available for download for Android or Apple iOS, including all content and services made available on or through the same, and any and all updates, upgrades, supplements, releases and versions thereof;
"Applicable Law" means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;
"Business Day(s)" means any day except any Saturday, Sunday, or public holiday on which banking institutions are open for normal business activities, in the jurisdiction where the transaction or business activity under these Terms is concerned;
“Blockchain” means the register technology that records, verifies, or proves data or information, in particular transactional information, with the help of numerous independent and autonomous computing nodes that participate in the verification and endorsement of the legitimacy of that data or information and the recording thereafter;
“Custody Address” means the Address on the Blockchain under which the Company centralizes all receipts of Funds from customers for custody, safeguarding, and safekeeping;
"Digital Asset" means any digital assets including security tokens as defined under the Staff Notice 21-329 and Staff Notice 21-332;
“Enabled Device” means a device operated, controlled, and maintained by the Customer with the relevant and necessary Software that enables the Customer to access the Platform and its Services;
“Funds” means the respective representation of Digital Assets held in custody by the Company for a customer under an Account in the Custody Address;
“Funding Address” means the Address on the Blockchain of a Digital Asset from which the customer transfers Digital Assets to;
“Services” means the services, information, and/or functions that the Company may permit the Customer to access and/or use from time to time (including but not limited to the issuance, transmission, and/or receipt of Orders) via any website (including without limitation the Website), computer, telephone, mobile telephone, wireless data networks, electronic mail, mobile devices (including without limitation personal digital assistants), pager, facsimile or any other means as may be designated by the Company from time to time;
“Supported Digital Asset” means a Digital Asset that is listed, available, and tradeable on the Exchange.
“Force Majeure Event” means any event beyond the Company’s control, such as fire, earthquake, flood, lightning, riots, strikes, lockouts, government action, war, the acts, orders, directives, policies, regulations, prohibitions, or measures of any kind on the part of any court, governmental, parliamentary and/ or regulatory authority imposed or to be imposed after the fact, power failure, acts or defaults of any telecommunications network operator, telecommunications disruption, computer failure (whether or not as a result of any failure arising from the inability to process or use dates) or similar or other events or events commonly known as “force majeure”;
“Order” means any offer to enter into a transaction, or any request, application, or order in whatever form and howsoever sent, given, or transmitted including without limitation in person or by way of telephone or telefax or electronically via the Services to the Company by Users or which the Company reasonably believes to be the request, application or instruction of the Customer and includes any request or instruction to revoke, ignore or vary any previous request or instruction and includes a Limit Order, Market Order, and Stop Order;
“Receiving Address” means a unique and confidential Address on the Blockchain of a Digital Address provided by the Company to the user to enable the Company to receive the respective Digital Assets from the user and to identify the receipt of Digital Assets from a user;
“Tainted Digital Assets” means any Digital Asset associated directly or indirectly with the activities or entities set out in Annex B of this Agreement as amended from time to time;
In this Agreement:
(a) words denoting a person include an entity, and vice versa, and also its personal representatives, successors, and assigns;
(b) unless otherwise stated, a reference to “dollar, or “$” is a reference to the lawful currency of Hong Kong;
(c) if any time limit specified in this Agreement expires on a day which is not a Business Day, that time limit is deemed to expire on the next Business Day;
(d) all headings are for the convenience of reference and do not affect the construction or interpretation of this Agreement;
(e) the word “includes” and words of similar effect are deemed to be followed by the words “without limitation”;
(f) references to a Clause or Schedule are references to a clause or schedule of this Agreement;
(g) expressions in the singular form shall include the plural and vice versa, and all references to the masculine gender shall include the female and neuter genders and vice versa; and
(h) the Schedule(s) form part of this Agreement.
3. RISK DISCLOSURES
A Digital Asset’s blockchain functions much like the Torrens land titles register system. If the Digital Asset’s blockchain, a register of digital assets (the “Register” or the “Blockchain”), reflects the Digital Assets, the ownership is proved. Digital Assets are recorded in data segments on the Blockchain known as Addresses. Screening an Address on the Register will reflect all the Digital Assets in the Address thereby proving ownership. Therefore, controlling an Address is akin to ownership of the Digital Assets therein.
A Digital Asset wallet (a “Wallet”) is a software and security protocol that stores and encrypts an Address owner’s alphanumeric codes (termed “Keys”) that are used to digitally sign off outward transactions of Digital Assets from the Address owner to another A. Because those Keys are the only way to approve an outward transaction on the Register, they become a critical piece of the cryptocurrency ecosystem.
We are a centralized Digital Assets exchange that enables users like yourself to trade Digital Assets with other users in a “Market” external to the Blockchain. We achieve this by consolidating the Digital Assets that users wish to trade into a variety of Addresses (each a “Custody Address”) maintained and safeguarded by the cybersecurity Software and Wallets owned, operated, and maintained by Company.
A centralised Address has multiple benefits. The primary benefit is the circumvention of transaction fees incurred when clearing transactions on the Blockchain by settling the trades off the Blockchain within an isolated ecosystem. These fees are often unpredictable (because they are determined by the supply and demand algorithms of available “Nodes” (a collective community of peer-to-peer algorithm-controlled machines that maintains the Blockchain) to clear transactions. Depending on the supply and demand of Nodes, a user transacting Digital Assets from one Address to another Address on the Blockchain may also face delays in clearing his transaction (because there are not enough Nodes to clear transactions). Whereas trading on an Exchange incurs no movement of Digital Assets to and from Addresses. Instead, a near-instant accounting record is made by the Exchange to certify and recognise the trade and movement of Digital Asset ownership between the trading counterparties of the Exchange. For this Service, the Exchange charges a stable, fixed, and predictable commission as set out in the Platform before each trade and as amended or adjusted from time to time by us to meet Market demands.
To access and trade within this market and our Exchange, users must commit the ownership of the Digital Assets that will be participating in the Market and Exchange into our centralized custody by depositing the Digital Assets into our Custody Addresses. Theses Digital Assets will remain and continue to remain within our Custody Address until such time you, a user, wish to withdraw the committed Digital Assets from the Exchange. Your Digital Assets will then be transferred from our Custody Address to an Address of your choice provided that the Address you have provided is compliant with global regulations. The Custody Address that we deploy for safeguarding centralised Digital assets also enjoys Wallet and security technology, and standards that far exceed the cybersecurity arsenal and Wallet technology that is available to any retail user. Regardless of the high standards of our Wallet technology, you should be aware that Wallet technology is far from mature
and is still susceptible to compromise and cybersecurity threats. You should familiarise yourself with the risks of Wallet technology before making any decision to use an Address including our Custody Address for the safekeeping of your Digital Assets or seek independent expert opinions and advice of such technologies.
Should you choose to use our store, deposit, or custodize your Digital Assets on the Exchange, YOU ACKNOWLEDGE AND ACCEPT THE CYBERSECURITY RISKS TO OUR CUSTODY ADDRESS AND WALLETS WHICH MAY RESULT IN THE LOSS OF SOME OR ALL OF YOUR DIGITAL ASSETS STORED, DEPOSITED OR CUSTODIZED THEREIN.
The total number of private key combinations is = 16^64 that is 115,792,089,237,316,195,423,570,985,008,687,907,853,269,984,665,640,564,039,457,584,007,913,129,639,936 combinations. This number is fixed across all Blockchains. While this is a big number of combinations, everybody including us has a 1/115,792,089,237,316,195,423,570,985,008,687,907,853,269,984,665,640,564,039,457,584,007,913,129,639,936 * X (the number of private keys presently in use) risk of generating a key to an Address which has previously been generated or has previous ownership and digital assets in it. The risk increases as more private and public key pairs are generated every day. While we control an Address, someone may even in the future have a chance of generating our keys. We term this "Random Ownership Risk". There are presently no known ways of eliminating Random Ownership Risk. It is a weakness of the Blockchain technology. YOU ACKNOWLEDGE THAT WE ARE SUBJECT TO SIMILAR RISKS AND AGREE NOT TO HOLD US LIABLE FOR ANY LOSSES SUFFERED ARISING FROM SUCH A RISK.
The risks involved in trading and/or holding Digital Assets can be significant and the losses can be Digital Assets are unlike traditional currencies, goods, or commodities in the market and are subject to exceptional risks. Unlike other traditional forms of currency, Digital Assets are decentralised and are not backed by a central bank, government, or legal entities, and remain largely unregulated. The value or the price of Digital Assets may vary significantly depending upon the market, the confidence of investors, competing currencies, regulatory announcements or changes, technical problems, or any other factors. You will be exposed to price, currency exchange, interest rate, or other volatility in that Digital Asset market or markets. You may sustain substantial losses on the contract, trade, product, or financial investment if the market conditions move against your position(s). It is in your interest to fully understand the impact of market movements, in particular the extent of profit/loss you would be exposed to when there is an upward or downward movement in the relevant rates, and the extent of loss if you must liquidate a position if market conditions move against you. There may be circumstances where in the interest of maintaining an orderly market, we may choose to suspend a Service or multiple Services which may affect your Market positions. YOU ACKNOWLEDGE AND ACCEPT THAT YOU ARE LIABLE FOR ALL PROFITS OR LOSSES ARISING FROM YOUR ACCOUNT.
Prior to opening an account with us, you should carefully consider and assess your personal financial circumstances and your tolerance to risk, whether you should trade Digital Assets, and whether it is suitable for you to trade or hold Digital Assets on our Platform. You should not use the Platform or its accompanying Services unless you fully understand:
- the nature and fundamentals of the transaction and the market underlying such transaction;
- the legal terms and conditions of the documentation for such transaction;
- the extent of the economic risk to which you are exposed as a result of such transaction (and determine that such risk is suitable for you in light of your specific experience in relation to the specific transaction and your financial objectives, circumstances, and resources);
- the income tax treatment and the accounting treatment of such transactions (which can be complex);
- the regulatory treatment of such transactions; and
- the nature and scope of the relationship between yourself and us with respect to a such transaction undertaken by you.
4. DISCLAIMERS AND EXCLUSIONS
Without limiting the foregoing, neither we nor our Affiliates or licensors warrant nor represent nor make any warranty nor representations to the timeliness, accessibility, availability, accuracy, reliability, suitability, safety, stability, completeness, continuity, or content that the Platform or the Services.
Neither we nor our Affiliates or licensors warrant nor represent nor make any warranty nor representations that:
- the Platform or Software will be uninterrupted or error-free or the Platform is free from viruses, worms, trojan horses, or other harmful components and cyber threats.
- or to any content available in or through the Platform or Software;
- or to its accreditation or license;
- or to any results that may be obtained or perceived from the use of the Platform or Services,
- or of the Platform, the Services, or any products, content, information, or materials provided through or in connection with the use of the Platform, its Services, or this Agreement.
We and our Affiliates and licensors cannot and do not guarantee that any information, personal or otherwise, supplied by you will not be misappropriated, intercepted, deleted, destroyed, or used by others.
Access to the Platform is provided without charge as a courtesy. Neither we nor our Affiliates nor licensors are responsible for the conduct, whether online or offline, of any other user of the Platform.
While we may take reasonable steps to notify you of a compromise in the Platform, we are not obliged to notify you of any malfunction in our Service, or if any Service feature is limited or restricted.
It is your responsibility to check and ensure that you have downloaded the correct Software for your device and the compatibility of your device. We are not liable if you do not have a compatible device or if you have downloaded the wrong version of the Software to your device.
The Company reserves the right to refuse your access to the Platform or to use the Service should you use the Application and/or the Software with an incompatible or unauthorized device or for purposes other than which the Software and/or the Application is intended to be used.
Without prejudice to the foregoing and any other terms in these Terms, we shall assume that any and all instructions received from your Enabled Device have been made by you, the rightful owner. You are solely responsible and liable for keeping your Enabled Devise safe and maintaining adequate security and control of your username and password and shall likewise be solely responsible for any access to and use of the App and the Services through your Enabled Device, notwithstanding that such access and use may have been affected without your knowledge, authority or consent. We will be not liable to you for any loss or damage resulting from such access or use.
Nothing in this Agreement or the Services constitutes or is meant to constitute, advice of any kind. If you require advice in relation to any matter in relation to this Agreement you should first consult an appropriate professional. By using the platform, you agree that the exclusions and limitations of liability set out in this Agreement are reasonable. If you do not believe they are reasonable, you must not use the Platform or Services.
To the maximum extent permitted by law, except as expressly set out in these Terms and Conditions, we exclude all conditions, representations, warranties and statutory guarantees, whether express or implied, in relation to the Platform and/or Services, and we do not guarantee the timeliness, accessibility, availability, accuracy, reliability, suitability, safety, stability, completeness, continuity quality, performance or fitness for purpose of the Platform and Service or the completeness, accuracy or currency of statements, representations and information of others (including without limitation data, reports and analyses) provided via the Platform and Service and we will not be liable to any person or entity for any direct, indirect, consequential or other loss, damage, liability, claim or expense (however caused, including due to negligence or breach of contract) which may arise out of, or in connection with, the use of the Platform and Service or the use of or reliance on information contained on or linked to the Platform and Services.
We do not provide any warranty in relation to your use of our Platform and Service and we do not provide any warranty that the information displayed on our Platform and in relation to the Service is up-to-date, accurate, or complete. Our Platform and Service do not provide information to evaluate whether you should invest, use, or trade Digital Assets. We may provide generic market commentary or other information which do not amount to any financial advice or statement. All the information available on our Website, Platform, Software, and/or any other channels through which our Services are provided is general in nature and does not constitute any advice or a recommendation to act upon the information or an offer. We give no warranties, guarantees, or accept any liability (except that which cannot be excluded by law) in relation to the statements, representations, and information of others (including without limitation data, reports, and analyses) displayed on our Platform and in relation to the Services.
You should independently satisfy yourself as to the information provided through our Platform and Service. You agree to use our Platform and Service at your sole risk and on an “as is” basis.
We shall not be liable for any and all loss(es) you incur arising from any loss or delay in the transmission or wrongful interception of any Order through any equipment or system, including any equipment or system owned and/or operated by us including without limitation as a result of any electrical shortage, failure of communications or common carrier or failure of computer hardware and/or software.
5. REPRESENTATIONS AND WARRANTIES BY THE CUSTOMER
If you agree to these Terms and Conditions, you represent to us that you:
- are 18 years old or older; and
- can enter into a legally binding agreement.
You also represent and warrant that:
- all information you have provided to us is accurate, correct, and current;
- you have the necessary power, authority, regulatory approvals, and/or permits necessary to enter into this Agreement and to perform the acts required under these Terms;
- you will continue and maintain the necessary power, authority, regulatory approvals and/or permits necessary to continue the obligations under this Agreement;
- you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations;
- where you purchase Digital Assets that you have full legal title and ownership of the money you use to pay for your Order and that it is not obtained by any illicit means;
- you are not a resident or Tax resident of and do not otherwise have any relevant connection with any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use, or exchange of supported Digital Assets is unlawful, restricted or subjected to in any way or requires licensing, registration or approval of any kind;
- you will not use any other account other than your own account;
- you will not access the account of another user;
- you will not assist or allow another person, subject, or entity other than yourself to in obtaining access to your account;
- you are not impersonating any other person, operating under an alias, or otherwise concealing your identity;
- are the sole ultimate beneficial owner of your account and not acting on behalf of or representing any other natural person, legal person, or legal entity;
- you will not use the Platform for any illegal or improper purpose, including money laundering, tax evasion, or the financing of terrorist activities;
- you are not using an anonymous network or virtual private networks to access the Platform; and
- you will not and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories.
6. CUSTOMER DUE DILIGENCE
If you are not or at any point in time cease to be qualified to legally enter or continue the obligations under this Agreement, you shall cease using the platform and notify us in writing at firstname.lastname@example.org with any email address registered with us.
Before placing an Order for the sale of Digital Assets you shall ensure that the relevant Digital Assets are available for settlement from the date of the Order.
You agree to cooperate with all requests made by us or any third-party service providers through our Platform including as authorised by us in connection with your use of the Services, including to identify or authenticate your identity or validate your Digital Assets funding sources or transactions. This may include, without limiting the generality of the foregoing, requiring further information that will allow us to reasonably identify you, including requiring you to take steps to confirm ownership of your phone number or payment instruments or verifying your information against third-party databases or through other sources.
We may confidentially verify the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you acknowledge that we or a third party on our behalf will carry out such verifications.
At the time you sign up for Services or at any time in the future, you authorise us to undertake electronic identity verification checks on you, either directly or using relevant third-party service providers.
Notwithstanding any Terms hereunder or your successful completion of the signing up process in accordance with this Clause will not be allowed to engage in any activity on the Platform save for the registration of an Account.
Your eligibility and use of our Platform and Service are dependent upon your country of residence. In the event the jurisdiction where your country of residence prohibits the activity of using our Service or that regulatory actions, or changes to the laws or regulations, make it illegal to operate our Platform or to provide our Services in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval to operate in such jurisdiction, we will cease to operate in such jurisdiction, and we will not provide our Services to you.
In order to use the Services, you must register as a user on the Platform, and provide us with all information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law from time to time) in order to process your registration.
7. TRANSACTION CONTROLS
The loading of a Supported Digital Asset to your Digital Asset Wallet and any transaction, conversion, or trade of Digital Asset is subject to limits imposed by us (as may be amended from time to time in our sole discretion). Such limits are set out in the Platform. We may, in our sole discretion, apply different limits to you specifically. We may also require you to submit additional information about yourself (including any person associated with you and your activities), provide records of, and arrange for meetings with our staff to discuss your loading of supported Digital Asset to your account or any transaction, conversion or trade of Digital Asset you have effected.
Where we discontinue Digital Assets on our Platform, you will be able to withdraw Digital Assets from our Platform, however, you will not be able to continue or engage in any trading activity for unsupported Digital Assets. YOU ACKNOWLEDGE AND ACCEPT THE RISKS THAT TRADING SERVICES FOR A DIGITAL ASSET MAY BE DISCONTINUED ON THE EXCHANGE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE DISCONTINUATION OF A DIGITAL ASSET ON OUR PLATFORM(S).
You agree and understand that the underlying protocols of the Digital Assets' networks are subject to changes (each, a "Fork") which may result in more than one version of such network (each, a "Forked Network"). You further agree and understand that Forks may materially affect the value, function, and/or name of the Digital Assets that you hold in the Exchange.
In the event of a Fork, we may temporarily suspend any Services (with or without advance notice to you) and we may determine, in our sole discretion, whether to support the Forked Networks. In the event that we decide not to support any such Forked Networks ("Unsupported Forked Network"), the Digital Assets offered by such Unsupported Forked Networks will not be made available to you. Notwithstanding the foregoing, we may, in our sole discretion obtain and retain the Digital Assets offered by such Unsupported Forked Network as property belonging solely to us. YOU ACKNOWLEDGE AND ACCEPT THE RISKS PRESENTED BY FORKS AND HEREBY AGREE THAT WE
HAVE NO RESPONSIBILITY FOR ANY LOSSES OR DAMAGE ARISING AS A RESULT OF AN UNSUPPORTED FORKED NETWORK.
External Issuers- Certain users (an “Issuer”) maybe be allowed to issue Digital Tokens (a “Listed Token”) and offer them to other users on the Exchange (such an exercise termed a “Listing”). Listings occur only at our sole discretion, scrutiny, assessment, and approval. While we will take commercially reasonable steps to conduct due diligence on the sustainability, reputation, and enforceability of a listing, you should consider whether to enter such a transaction for Orders for Listed Tokens. You should consider all risks associated with such counterparty or third-party issuer, including the counterparties or issuer’s financial standing. YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES RESULTING FROM THE DEALINGS WITH SUCH ISSUERS.
To ensure that the Platform’s community transactions only on safe, stable, and secure tokens, YOU ACKNOWLEDGE AND AGREE THAT WE RESERVE THE RIGHT AND IN OUR ABSOLUTE DISCRETION TO SUPPORT OR DISCONTINUE DIGITAL ASSETS FOR TRADING ON THE PLATFORM.
YOU ACKNOWLEDGE AND AGREE THAT WE MAY AT ANY TIME AND IN OUR SOLE DISCRETION, WITHOUT GIVING ANY REASON AND WITHOUT NOTICE TO YOU AT ANY TIME AND FROM TIME TO TIME REFUSE ANY ORDER OR TRANSACTION SUBMITTED VIA THE SERVICES, IMPOSE ANY LIMITS ANY OTHER CONDITIONS, INCLUDING WITHOUT LIMITATION, POSITION LIMITS AND LIMITS ON CONTRACT SIZE IN RESPECT OF ANY ACCOUNT AND YOU
SHALL NOT EXCEED SUCH LIMITS. Any limits imposed by us may be reviewed by us from time to time.
8. TRANSFERS OF DIGITAL ASSETS
Funding of Accounts with Digital Assets
Before you can engage in any trading activity on the Platform, you will first be required to fund your account by depositing Digital Assets into a Custody Addressed directed to, and maintained by us. You can either fund your Account with Digital Assets you own from an external Address, or you can choose to purchase Digital Assets from us at the prevailing rate through a list of approved vendors on our Platform.
You may purchase Digital Asset via the Platform from us with your debit or credit card by providing your debit or credit card details, as well as the relevant amount of Digital Assets to be purchased, through the Platform. In such a case, you acknowledge that the transfer of fiat currency will depend on the performance of such transfer by your bank. Upon our receipt of confirmation that such debit or credit card transaction has been authorised, we will credit the relevant amount of supported Digital Asset to your Account.
You agree and warrant that only debit cards and/or credit cards which are issued to and/or registered in your name will be used to purchase Digital Assets via the App.
All purchases of Digital Assets via your debit or credit cards are irreversible and final. Once you have provided the relevant instructions and/or payments to us and you may not change, withdraw, or cancel the authorisation to us as applicable to complete any pending or partially completed transactions. We shall not be liable for any partially completed transactions or delays in the processing of your instructions. If your payment is not successful or if your payment method has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment methods in any amount necessary to complete the transaction. We do not guarantee the availability of any exchange rate.
You shall be responsible for any fees charged by your bank or credit card issuers relating to the purchase of Digital Assets with your credit or debit card. Some banks or credit card issuers may treat the purchasing of Digital Assets with a credit card as a cash advance which may incur a high fee or interest rate. If you are in doubt, please check with your bank or credit card issuer prior to the purchase of any Digital Assets.
Where you choose to fund your Account with Digital Assets originating from an Address external to the Platform (a “Funding Address”), we will provide you with a unique Address (a “Receiving Address”) on the respective Blockchain of the Digital Assets to receive and identify Digital Assets coming from you.
You accept and acknowledge that we will conduct ongoing and real-time screening and due diligence of all incoming Digital Assets from Funding Addresses and their potential relationship to Tainted Addresses and Tainted Digital Assets before sending Digital Assets to the Receiving Address into our Custody Address. Where we discover that either the incoming Digital Assets or Funding Address from which you transfer is either Tainted Digital Assets or Tainted Address, you acknowledge that we shall have the sole discretion to reject the custody of these Tainted Digital Assets. You further authorise us on such determination and without notice to you, to suspend any transactions to and from the Receiving Address in relation to the Tainted Digital Assets and to conduct investigations and due diligence on the Tainted Digital Assets.
You acknowledge and agree that it is your responsibility to ensure that the correct Receiving Address for your Account is entered when you effect a transfer of Digital Asset from your Funding Address to your Account; and that only the Digital Assets that are accepted by us as will be indicated in your Account will be transferred to your Account.
You also acknowledge that the transfer of any Digital Asset to an incorrect Address (i.e. an address other than the correct Receiving Address or the transfer of any type of Digital Asset that is not an accepted Digital Asset) or through a transaction not validated by the Blockchain, will result in the irreversible loss of such Digital Asset. You agree that we shall not be responsible or liable for any loss or damages resulting from for any such loss of Digital Assets.
Where we do not wish to accept these deposits into our Custody Addresses, we may notify you via the Platform or such communication protocols that you have selected during the registration of your Account to seek your approval in sending the Digital Assets back to its Funding Address. If you do not respond to us within 2 working days from the notice (the “Rejected Funding Notice Period”), you acknowledge and understand that you are deemed to have either approved our transfer of the Digital Assets back to the Funding address or suspended the Receiving Address holding these Tainted Digital Assets and remit the Digital Assets into a segregated Address on the Blockchain (an “Isolation Address”) for holding the segregated holding of Tainted Digital Assets or return.
Digital Assets in Isolation Addresses come under heavy scrutiny of regulators, you understand and accept that withdrawals and access of these Digital Assets is challenging and will not be processed without first obtaining the approval of relevant Authorities.
During the Rejected Funding Notice Period, you may opt through the Platform for us to send the Digital Assets to a different Address (a “Routed Funding Address”). You acknowledge, warrant, and represent that you control, exercise physical control, or are the beneficial controller of this Address. You additionally warrant and represent that Address you instruct us to remit to is free from any prior or previous involvement with Tainted Digital Assets. You agree to undertake any test, assessment, or due diligence necessary to prove your control over the Routed Funding Address.
You agree that we shall not be responsible for any loss or damage arising out of any transfers made under clauses 10 and 8.12.
Withdrawal / Outward Transfers of Digital Assets
You may make a request for the withdrawal or transfer of Digital Assets from your Account to an external Address through our Services. However, by using our Services, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY DELAYS YOU MAY EXPERIENCE IN SENDING AND TRANSFERRING TOKENS TO AND/OR FROM OUR PLATFORM TO OTHER PLATFORMS,
WEBSITES, USERS, OR WALLETS. These delays may be due to issues beyond our control, including issues with third-party websites and platforms, wallets, congestion of the blockchain or Force Majeure Events.
We will process all Digital Asset transfers according to the instructions received from you through the Platform. Due to the nature of the Blockchain technology we do not and are not able to guarantee the identity of any recipient. It is your responsibility to verify all transaction information prior to submitting instructions for a Digital Asset Transfer through the Platform as the Digital Asset Transfer cannot be cancelled or reversed once processed and submitted to the Blockchain. You acknowledge that you are responsible for ensuring the accuracy of any instructions submitted through the App and that any errors may result in the irreversible loss(es) of your Digital Assets.
You agree and warrant to have sufficient Funds in the Account prior to instructing us to effect any Digital Asset transfer. If the Funds in your Account are not sufficient to cover the amount required for us to complete the transfer, we will not proceed to effect the transfer and we are under no obligation to attempt to fulfil your Transfer using an alternative payment method. You hereby authorise us to debit your Account for the full amount required for us to complete the transfer.
Use of Digital Assets to Purchase Goods and Services
We have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any goods or services that you may purchase from or sell to a third party. We are not responsible for ensuring that a third-party buyer or seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Assets transferred from your Digital Asset Wallet, or if you have a dispute with such third party, you should resolve the dispute directly with that third party. YOU ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES RESULTING FROM THE DEALINGS WITH SUCH THIRD PARTIES.
Prior to making an Order, you will be presented with all fees, commissions, charges, and exchange rates of the respective Digital Asset (the “Order Particulars”). To place an Order, you must submit to us via the Platform(s) a quantity and accept the respective Order Particulars. WHEN YOU SUBMIT AN THE ORDER, YOU ARE DEEMED TO HAVE ACCEPTED THE ORDER PARTICULARS.
You may place one of three kinds of Orders through our Platform:
- A Limit Order is an instruction by you to us to buy or sell a specified quantity of a digital token at a specified price or better price for and on your behalf. A Limit Order will remain good-till-cancelled (“GTC”). GTC Orders are instructions to us by you to maintain the order until the order is cancelled or executed as a Market Order.
- A Market Order is an instruction by you to us to use whatever available balances to buy or sell a specified quantity of Digital Assets at the most favourable market exchange rates available subject to the following conditions:
- Markets are open and Digital Assets are tradable (regardless of price);
- The order has not been cancelled; and
- There are sufficient funds in the account.
- A Market Order will be settled as soon as possible. Sometimes, it can be get executed immediately. If there are insufficient funds in the account at the time the first two conditions are met, the Order is cancelled.
- A Stop Order is an instruction by you to us to buy or sell a specified quantity of a digital token if the last trading price of the order equals or surpasses the trigger price. A Stop Order instruction is GTC.
Company as Agent and Broker- When you make an Order through our Services, you are instructing us to act as your agent in placing your Order on our Exchange. YOU HEREBY ACKNOWLEDGE AND APPOINT US AS A LIMITED AGENT SOLEY TO DELIVER YOUR ORDER TO OUR EXCHANGE.
Company as the Exchange- All successfully registered Orders will be listed in the respective Order Books of respective Digital Asset Pairings. The Exchange will match buy Orders with sell Orders, and you acknowledge and accept that your Order will be automatically matched based on the lowest prevailing prices or exchange rates and in priority of first on a present-time basis. Orders will be listed anonymously setting out only the price and lot size in the Order Book and presented to other users of the Platform for trading. We are not obligated, and the Exchange shall not disclose the details of the counterparty to your Order save for the transaction’s details. Through this mechanism the Platform allows users to trade with other users on the Market on an anonymous basis. YOU HEREBY AUTHORISE US AND OUR EXCHANGE TO AUTOMATICALLY MATCH YOUR ORDERS ON YOUR BEHALF ON THIS BASIS.
For the purposes of regulatory compliance, security of the Exchange, and maintaining an orderly and stable market, you agree and acknowledge that we shall have the absolute discretion to act on your instructions set out in this clause 9. Where we do not execute your instructions, we shall notify you of non-execution through the Platform. YOU ACKNOWLEDGE THAT ORDERS MAY NOT BE FUFILLED AND AGREE NOT TO HOLD US RESPONSIBLE FOR ANY LOSS OR DAMAGE, IN PARTICULAR, ECONOMIC LOSS ARISING FROM OUR EXERCISE OF DISCRETION NOT TO ACT ON YOUR INSTRUCTIONS.
Company as Counterparty- There may be occasions where there are insufficient counteracting Orders to meet the demands of the Market. This creates an illiquid Market where Orders are unfulfilled leading to users without exit options. To promote a predictable, liquid, stable market and to ensure that Orders do not remain unfulfilled for prolonged periods, we and/or our Affiliates may in its sole discretion participate and transact on the Exchange as a counterparty by bringing in the liquidity it maintains on external markets. NOTHING IN THIS AGREEMENT OBLIGATES US TO ENTER TRANSACTIONS WITH YOU AND WE SHALL HAVE THE SOLE DISCRETION TO ENTER ANY SUCH TRANSACTION OR ACT ON ANY ORDER WITHOUT HAVING TO GIVE A REASON.
Custody Fees– Subject to prior notice to you, we may impose fees as set out on our Website from time to time for holding, storing, safeguarding, and processing your Digital Assets in accordance with your instructions. YOU HEREBY AUTHORISE US TO CREDIT AND DEBIT YOUR ACCOUNT AS NECESSARY FOR THE FULFILMENT OF CUSTODY FEES.
Exchange Fees – Before submitting an Order you will be presented with our fees for facilitating your transaction on the Exchange. YOU HEREBY AUTHORISE US TO CREDIT AND DEBIT YOUR ACCOUNT AS NECESSARY FOR THE FULFILMENT OF EXCHANGE FEES.
We shall be entitled to charge interest on any sum or payment due to us from you at such rate and calculated and/or compounded in such manner as we may impose and determine from time to time and to debit any Account in respect of the interest due.
You shall reimburse all taxes duties, disbursements, costs, and/or other expenses incurred by us in connection with your Orders upon demand.
It is transactions associated with your receipt or transfer of supported Digital Asset, and/or to the transaction, conversion, or trade of Digital Asset you conduct, and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate tax authorities. Your Transaction History is available through the App. We are not obligated to, nor will we determine whether and to what extent Taxes apply, calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
11. SUSPENSION AND TERMINATION
You are entitled to the use of only one account. If you use or obtain access to an account, other than your own or be found to be acting for another individual through your account, we shall be entitled to immediately suspend your account and conduct investigations for suspicious and/or illicit activities. Upon suspension, all pending transactions or Orders will be suspended and accordingly removed from the Order Book.
If you are found to have funded your Account with Digital Assets identified by us from sources of illicit activities, you agree, and we shall be entitled to suspend your Account and terminate all our obligations under this Agreement to you.
We conduct ongoing monitoring of Digital Assets, Customers, and Accounts. Where we have identified suspicious or illicit activities, you agree, and we shall be entitled to suspend your account and conducted due diligence as necessary or as required by regulations to ensure such suspicious activities are sufficiently cleared. You agree not to hold us responsible for any loss or damage arising from the investigations, suspension of Accounts, and/or trading activity.
You further acknowledge and accept without our liability that we reserve the right to lodge a suspicious transactions report on your person, Account, and Digital Assets where we deem that your activities are involved in Illicit Activities.
12. MARKET INFORMATION
Unless you have a specific agreement with us for the provision of market information, analysis, or advisory services, you acknowledge and accept that our relationship with you in relation to your Digital Assets is purely as an exchange and custodian. In either case, while you are entitled to expect us or our employees or representatives to answer your queries, the obligation in so answering is only to be honest. Such answers should not be assumed to be backed by any prior reasonable due diligence or research or specifically suitable for reliance by yourself without you first independently confirming that the answer is intended as specific advice to and is suitable for or to your specific financial needs and objectives, or you verifying the same with your independent advisers on its specific suitability for your specific financial needs and objectives.
The information and any materials contained in this Platform should not be considered as an offer or solicitation to buy or sell regulated instruments, provide advice, facilitate, or take deposits or provide any other regulate Service of any kind in any jurisdiction, except as expressly stated and lawfully. Any products or Services described on this Platform are not available to all persons and are subject to separate terms, conditions, and restrictions.
13. CUSTODY OBLIGATIONS
We securely store Keys and other information to maintain the security and integrity of the system and we are committed to protecting users’ tokens and other information it collects from you and holds in a highly secured data center operated by a third party. We ensure that your information is safe by managing access controls, such as identity, access management, permissions, and security credentials. Access to personal information is only granted to an employee of us to carry out duties required for the administration or Services or to support you.
Lag Risks- The Platform uses a combination of Keys secured online and offline to operate safely and securely. As a result, it may be necessary for us to retrieve these Digital Assets from an Address secured by Keys maintained offline to facilitate a transaction of Digital Assets in accordance with your instructions, which may delay the initiation or crediting of such transaction, conversion, or trade for 48 hours or more. As a user of the Services, you accept the risk that a transaction, conversion, or trade of Digital Asset processed on the App may be delayed and you agree not to hold us responsible for any loss or damage arising out of or related to such delay.
As part of our commitment to protecting you are required to implement and use two-factor authentication for all instructions to us. You agree to implement such measures, programs, and applications onto your computer and/or phone for authentication methods and understand how to use these security measures to complete the transaction.
Users are accountable for maintaining and preserving the confidentiality of their account information, personal information they provide to us, the strength level of the password, and whether a two-factor authentication (unless otherwise stipulated in these Terms and Conditions) is implemented to protect their Digital Assets when using our Platform and Service.
Should you discover that your Enabled Device is compromised, lost, or stolen or has been accessed or used in an unauthorised way, you shall promptly notify us of the loss or theft, or the unauthorised access or use by emailing us at email@example.com. In addition, where your Enabled Device has been accessed or used in an unauthorised manner, you should, as soon as possible, reset the password on your Enabled Device.
14. EXTERNAL LINKS
You access third-party sites at your own risk. We expressly disclaim any liability arising in connection with your use and/or viewing of any third-party sites, and you hereby agree to hold us harmless from any liability that may result from third-party sites.
15. PERSONAL DATA PROTECTION
You acknowledge and agree that We can collect, use, and disclose personal data collected for various purposes such as:
- Customer due diligence;
- Transaction monitoring;
- Administration of the Platform;
- Provision of Services
- Research on customer behavior; and
- As set out in the personal data protection policy of the Company (the “PDP Policy”) as found on the Website and as amended from time to time.
You warrant that you have read and understood the PDP Policy and consent to the collection, use, and disclosure of his/her personal data by us for the purposes set out above and in accordance with the PDP Policy and the terms of this Agreement.
16. INDEMNITIES BY THE REPRESENTATIVE
You hereby irrevocably and unconditionally agree to indemnify us and our Affiliates on first demand for and against any loss from time to time incurred by us as a result of your failure to perform any of the obligations under this Agreement, whether or not these obligations or any of the respective purported obligations of you thereunder are or become void, violable, invalid, unenforceable or for any other reason whatsoever, whether or not known to us.
Your obligations to us with respect to the indemnity given pursuant to this Clause 16 shall be due upon written demand from time to time given by us to you setting forth the amount we would have been entitled to recover from you (the “Loss”). In the event that you fail to pay the amount of the Loss as set forth in any such demand, we shall be entitled to, and the Indemnifier shall pay, interest on such unpaid amount from the date of such demand until paid in full at such rate and upon such terms, as may be determined by you provided that we shall make such determination in a reasonable manner.
In any suit or other proceeding relating to the subject matter of the Agreement, we shall be entitled to recover from you all reasonable costs, fees, and expenses by accountants, solicitors, and other professionals for services rendered to the prevailing party in connection with the suit or other proceeding, including costs, fees, and expenses of preparation and appeal.
The obligations assumed under Clause 15 with respect to the indemnity given hereunder are independent undertakings and constitute your own debts and obligations.
17. NO PARTNERSHIP
Nothing contained in or relating to this Agreement shall be deemed to constitute a partnership, joint- venture, employee-employer, or agency relationship between the parties and you shall have no authority to act for or assume any obligation or responsibility of any kind, express or implied on behalf of the Company or bind or commit the Company for any purpose in any way whatsoever.
Save for representing the Company for the purposes of the business, the relationship shall undertake not hold itself as being able to bind or commit the Company for any purpose in any way whatsoever.
18. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations, and undertakings, whether written or oral, between the Parties with respect thereto.
This Agreement cannot be assigned.
You agree that we may amend, change, revise, add, or modify this Agreement at any time. The most current Agreement will be posted on our Website and/or via the Platform. You understand that the Agreement cannot be modified by any verbal statements or written amendments without written acceptance or confirmation by us.
Neither the failure nor any delay on the part of any Party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver of that right, remedy, power, or privilege.
22. SEVERABILITY OF PROVISIONS
If any one or more of the provisions contained in this Agreement or any documents executed in connection with this Agreement shall be invalid, illegal, or unenforceable in any respect under any applicable law, the validity, legality, and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained in this Agreement.
Each undertaking and agreement contained in this Agreement shall be read and construed independently of the other undertakings and agreements so that if one or more should be held to be invalid as an unreasonable restraint of trade or for any other reason whatsoever then the remaining undertakings and agreements shall be valid to the extent that they are held not to be so invalid.
23. Rights of Third Parties
Save for the Parties specifically identified at the beginning of this Agreement and the Affiliates of the Company, any person who is not a party to this Agreement whether or not any benefit is conferred or purported to be conferred on him/her directly or indirectly has no rights to enforce any term or condition of this Agreement unless specifically empowered under the relevant laws and regulations governing this agreement.
24. DISPUTE RESOLUTION
In the event of any dispute or difference arising out of or in connection with or in relation to this Agreement or the existence, validity, termination, application, or interpretation of this Agreement or any of its provisions, both parties shall use their best endeavors to settle the dispute informally by agreement between the parties. Both parties shall always act in good faith and cooperate with each other to resolve any disputes.
Notwithstanding anything in this Agreement, if the dispute is not settled in accordance with Clause 1 above, no party shall proceed to litigation or any other form of dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the relevant arbitration and mediation rules of the Alberta Securities Commission in force at the time when the dispute arises.
In the event that mediation is unsuccessful, the dispute shall be resolved either by reference to arbitration or by court proceedings as elected by either party, by way of a written notice to the other party, which shall state the specific dispute to be resolved and the nature of such dispute.
The parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence, and all matters relating thereto confidential.
For the avoidance of doubt, it is agreed that nothing in Clause 24 shall prevent us from seeking urgent equitable relief before any appropriate court, and the commencement of any dispute resolution proceedings shall in no way affect the continual performance of the parties’ obligations under this Agreement.
25. GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. Each Party irrevocably agrees, for the sole benefit of the Company and its Affiliates that, subject as provided below, the courts of Alberta, Hong Kong shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this Clause shall limit the right of the Company or its Affiliates to take proceedings in any other court of competent jurisdiction where urgent action is required to safeguard the interest of other users of the Company’s platform.
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