Terms of Use
(Last Updated 19 June 2024)
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING OUR SERVICES, AND SEEK INDEPENDENT LEGAL ADVICE IF NECESSARY. IN PARTICULAR, PLEASE REFER TO CLAUSE 21, WHICH SETS OUT OUR POSITION REGARDING ABUSIVE TRADING, CLAUSE 31, WHICH CONTAINS OUR WARRANTY DISCLAIMER, CLAUSE 32, WHICH SETS OUT OUR LIMITATION OF LIABILITY TO YOU UNDER THESE TERMS, CLAUSE 38, WHICH PROVIDES FOR VARIATION TO THESE TERMS, AND CLAUSE 42, WHICH SETS OUT THE TERMS RELATING TO DISPUTE RESOLUTION AND GOVERNING LAW. BY USING OUR SERIVCES YOU AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS IN THEIR ENTIRETY.
1. Scope of these Terms
1.1 These Terms are made between you (hereinafter referred to as “you” or “your”) and Prex Spółka Z Ograniczoną Odpowiedzialnością (“Prex”, “we”, “us” or “our”). If you are acting on behalf of a body corporate, references to "you" shall include both you and such body corporate.
1.2 These Terms, together with the Privacy Policy, Guide, contract specifications (“Contracts”) and any other documents, disclosures, policies, or terms referenced in these Terms or published on our website (“Site”) or mobile application from time to time (all of which are expressly incorporated into these Terms by reference (“Policies”)), shall govern your use of our trading platform (whether on mobile application or through the Site) (the “Trading Platform”) and any related websites, services, software, products, tools, smart contracts, materials, and content (collectively referred to as “Our Services”).
1.3 In respect of certain features of Our Services, you may be required to accept additional terms and conditions governing the use of such features, which additional terms and conditions shall be incorporated into these Terms by reference.
1.4 By registering an account (“Account”) with the Trading Platform and/or by accessing and using Our Services, you confirm that you accept these Terms and agree to be bound by them. If you do not agree with any clauses set out in these Terms, you must not register an Account or otherwise access or use Our Services.
1.5 Users from the list of Prohibited Jurisdictions (as defined below) are prohibited from using all of Our Services. The list of Prohibited Jurisdictions may change from time to time in accordance with changes in our policies and our business. In the event of such change, where we deem that such change will have a material impact on you or your account with us, we will make commercially reasonable efforts to provide prior notice to you. You may at all times refer to the latest information on the Site, our mobile application, or these Terms to be informed of such changes.
2. Definitions and Interpretation
Capitalised words used in these Terms are defined, and shall have the meaning given to them, in the Appendix. The definitions and rules of interpretation set out in the Appendix shall apply in these Terms.
3. About Prex
3.1 Prex is a company incorporated, and registered in the Register of Virtual Currency Activities, in Poland.
3.2 Please note that, although by accepting these Terms you are entering into an agreement with us, our affiliates, agents, and third-party service providers may provide services to you on our behalf, or to us that are ancillary or incidental to Our Services, or which are necessary for the proper functioning of Our Services, and with whom you may interact from time to time in relation to your access and/or use of Our Services. You hereby consent and authorize us to delegate the authorizations you provide to us to our third-party service providers where we deem necessary to do so in order to provide Our Services to you. We have sole discretion over the selection of our third-party service providers and may change those third parties from time to time without notification to you.
3.3 If you have any questions or complaints relating to these Terms or Our Services, you can contact us at support@flipster.io or by such other means as may be notified to you by us from time or time.
4. About Flipster
4.1 Flipster is the trading platform operated by Prex. Account holders may access and use the Trading Platform to deposit, hold, withdraw, and convert digital currencies, or to trade digital currency derivative instruments (“Derivatives”) that are approved by us from time to time at our sole discretion.
4.2 The Trading Platform is accessible through the Site, our mobile app or approved API connection.
4.3 We reserve the right, at our sole discretion, to determine which digital currencies and Derivatives will be made available for converting or trading on the Trading Platform, from time to time. We may partially or completely discontinue support for or the availability of any particular digital currency or Derivative at any time in our sole discretion, without prior notice to you. Without limiting the foregoing, unless we are of the view that we are prohibited from doing so under Applicable Law, we will use reasonable endeavours to give prior Notice of any decision to discontinue support for or the availability of a particular digital currency or Derivative before such discontinuance takes effect.
4.4 We further reserve the right, at our sole discretion, to make any modifications to any of Our Services at any time, without prior notice to you. Without limiting the foregoing, unless we are of the view that we are prohibited from doing so under Applicable Law, we will use reasonable endeavours to give prior Notice of any material modifications to Our Services.
4.5 We make no representation or warranty as to whether any digital currency or Derivative made available for trading on the Trading Platform constitutes a security, financial instrument, or digital representation of a fiat currency or other asset in your country of residence.
4.6 We do not provide any investment, tax, or legal advice in connection with Our Services described in these Terms.
4.7 We may provide information on the price, range, volume, and volatility of digital currencies or Derivatives that are available for conversion or trading on the Trading Platform and events that are relevant to such digital currencies or Derivatives, but this shall not constitute investment advice and should not be relied upon. Any decision to purchase, sell, or hold digital currencies or Derivatives is solely your decision and we shall not be liable for any loss suffered.
5. Eligibility
5.1 By registering an Account with us and/or accessing and using Our Services, you represent and warrant on an ongoing basis that:
5.1.1 if you are a natural person, you are at least 18 years of age, you have sufficient legal capacity under the laws of any jurisdiction to which you may be subject to enter into an agreement with us on these Terms, and you are not a citizen or resident of any Prohibited Jurisdiction as defined in the Appendix;
5.1.2 if you are acting on behalf of a corporate body, you warrant and represent that: (a) you are authorized to act on behalf of such corporate body; (b) acceptance of these Terms and use of Our Services is within the corporate body’s powers, has been duly authorized by all necessary action on the part of the corporate body, and is valid, binding, and enforceable against such corporate body; and (c) that such corporate body is not incorporated, established, or registered in or under the laws of a Prohibited Jurisdiction and its controllers, directors, officers, and employees are not citizens or residents of any Prohibited Jurisdiction;
5.1.3 you or the corporate body you are acting on behalf of are not subject to any sanctions administered or imposed by any national or supranational governmental authority;
5.1.4 holding or trading digital currencies or Derivatives and accessing and using Our Services is not unlawful or prohibited under the laws of any jurisdiction to which you or the corporate body you are acting on behalf of, may be subject, and, if a licence or other authorization is required for such activity under the laws of such jurisdiction, you or the corporate body you are acting on behalf of have obtained and are maintaining such licence or authorization;
5.1.5 you or the corporate body you are acting on behalf of have not previously had an Account suspended or terminated by us;
5.1.6 you are solely liable for all actions taken using your Account;
5.1.7 if you are acting on behalf of others, such as but not limited to in the capacity of asset management or investment advisory, you are licensed or otherwise appropriately authorized to conduct such activities in the jurisdiction(s) in which you operate, and you fully disclose such arrangement to us in accordance with all our registration and/or onboarding requirements;
5.1.8 you shall solely be responsible for all or any reports which you may be required to make to any relevant tax authorities for your taxation purposes;
5.1.9 you shall refrain from engaging in any illegal activity through the use of Our Services;
5.1.10 you shall not engage in or participate in any act or activity that damages our interests or the interests of the Trading Platform, including but not limited to the spreading of any inaccurate or defamatory information about us or Our Services; and
5.1.11 you shall not act in any way that interferes with the normal operations of your Account or the Trading Platform, which is contrary to the intended use of the Trading Platform or your Account, or which infringes on our rights or the rights of other users, whether through technical means or otherwise;
5.2 If you are a natural person (acting in your own capacity or on behalf of a corporate body) and you are not a citizen or resident of a Prohibited Jurisdiction, but you are temporarily present in a Prohibited Jurisdiction, then for so long as you are present in a Prohibited Jurisdiction, you must not use Our Services.
5.3 We may change our eligibility criteria at any time, including by introducing additional requirements. If we do so, and in cases where you have been identified by our records as an existing user of Our Services that is affected by such change in eligibility criteria, we shall use all reasonable efforts to provide Notice to you before such changes take effect and update these Terms in accordance with Clause 38.
5.4 If you no longer meet our eligibility criteria at any time after you create an Account, (including because of a change to your personal circumstances or to our eligibility criteria), you must inform us immediately and we may suspend or terminate your Account. This includes the situation where the list of Prohibited Jurisdictions is updated to include your location or the location of the corporate body you are acting on behalf of.
6. Registration and Account Usage
6.1 You will need to register an Account to access and use some or all of Our Services for the purposes of holding, converting, and trading digital currencies or Derivatives.
6.2 You may register an Account, access and use Our Services as an individual or as a corporate body established under the laws of a jurisdiction that is not a Prohibited Jurisdiction. If you are using Our Services as a corporate body, (a) all references to “you”, “your” or “yourself” in these Terms will include directors, officers, employees and/or anyone else acting on your behalf; (b) you confirm that the person entering into an agreement with us on your behalf by accepting these Terms is duly authorized to do so; (c) you agree that we may, in good faith, rely on any instructions from a person authorized, or purporting to be authorized, by you to act on your behalf, which will be binding on you, and you agree that we will not be liable to you for any loss occurring as a result of us relying, in good faith, on such instructions; and (d) in the event one of your directors, officers, employees or anyone else acting on your behalf violates these Terms, you agree to be liable to us.
6.3 If you are acting as agent or trustee, or otherwise in any other capacity on behalf of others, you must disclose this to us.
6.4 To register and/or maintain your Account, you will be required to provide such information and documentation about yourself as we may require or request in order to complete the customer due diligence described in Clause 7.
6.5 We reserve the right in our sole discretion to refuse to open an Account for whatever reason, including, without limitation, where we believe we are required, requested or recommended to do so by applicable governmental, regulatory, tax, or law enforcement authorities, or where you fail to provide us with sufficient information and documentation, to our satisfaction, to verify your identity or your eligibility to access and use Our Services.
6.6 In relation to your Account, you shall: (a) provide complete and accurate information and documentation; (b) promptly update any information and documentation you have provided so that it remains complete and accurate at all times; (c) maintain the security of your Account by protecting it from unauthorized access or use; (d) promptly notify us if you discover or suspect any unauthorized access or use of your Account or any security breaches related to your Account (please refer to Clause 8.2); and (e) be responsible for all activities that occur on or in relation to your Account, and accept all risks of any authorized or unauthorized access and use of your Account.
6.7 We reserve the right in our sole and absolute discretion to limit the number of Accounts that you may create or maintain from time to time. Unless there is express written consent from us, each user is only entitled to have one (1) Account.
6.8 You are responsible for ensuring that all persons who access and/or use Our Services through your device or using your Account, are aware of these Terms and that they comply with them. For the avoidance of doubt, unless fully disclosed to us in accordance with these Terms and with our written consent or formal consent through our Trading Platform, you shall not knowingly permit or take any action to allow any other person to use or have control over your Account.
6.9 You will be bound by, and hereby authorize us to accept and rely on, any instructions, Orders, Transactions, authorizations, notices, communications, and any other actions initiated, made, provided or taken by anyone who has accessed or used your Account, regardless of whether such access is authorized or unauthorized.
6.10 In the event of any unauthorized access or use of your Account, whether or not we have received any notification from you in accordance with Clause 6.6(d) above, we shall not be liable to you for any losses or damages which you suffer as a result of such unauthorized access or use.
7. Customer Due Diligence
7.1 We will, as part of the Account registration process and on a continuing basis, carry out customer due diligence in order to verify your identity, validate the source of your funds, and assess any other money laundering or compliance risks that we, in our sole discretion, consider may be associated with your access and/or use of Our Services. You therefore agree to provide such personal information and documentation about yourself as we, and/or any third-party service providers who we engage to perform customer due diligence, may require or request from time to time, whether: (a) on registering for an Account; (b) in relation to any suspicious or unusual activity relating to your Account; (c) in connection with any customer monitoring or other periodic compliance reviews that we are required to carry out under Applicable Law or our internal policies; (d) as a result of changes to any information relating to your Account; or (e) for any other reason.
7.2 The information that we and/or our third-party service providers may request shall include (without limitation): (a) your full legal name; (b) your contact information, including email and telephone number; (c) your country of residence and home address; (d) your date of birth; (e) the digital currency wallet address from which you wish to send or receive any digital currencies to or from your Account; (f) the source of your funds (if required in accordance with our policies), (g) tax identification information including tax identification numbers or tax residency, (h) information related to controlling persons or ultimate beneficial owners for any user that is a corporate body.
7.3 You may also be asked, as part of the customer due diligence process or any time thereafter, to promptly produce a copy of (amongst other things): (a) a government-issued ID, passport, or similar document that will confirm your identity; (b) documents that will confirm your country of residence and/or home address; and (c) documents that can substantiate the source of your funds.
7.4 As part of the Account registration process or any time thereafter, you may be redirected to a site maintained by a third-party service provider who we have engaged to perform customer due diligence and be requested to submit the requisite information and documentation to our third-party service provider. Our third-party service provider may give us copies of all information and documentation that you have shared with it.
7.5 We shall use any information and documentation collected by us and/or our third-party service providers to: (a) verify your identity; (b) carry out checks with respect to money laundering, terrorist financing, fraud, financial crimes, and other compliance matters; and (c) enable us to comply with our understanding of Applicable Laws and our internal policies.
7.6 You hereby authorize us and our appointed third-party service providers to make all necessary inquiries (including to governmental, regulatory, law enforcement, and other agencies around the world) that we or our third-party service providers may deem necessary to verify your identity, to comply with our understanding of Applicable Laws and our internal policies, or to protect you and our other users.
7.7 You hereby confirm and undertake that all information you provide to us and our third-party service providers as part of the customer due diligence process or any time thereafter will be true, accurate, and complete, and that all documents submitted by you as part of your Account registration process will be authentic and not modified in any way.
7.8 If we or our third-party service providers have any reason to believe that any information provided by you is wrong, inaccurate, outdated, or incomplete at any time, we may require you to provide corrected, updated, and complete information. If you fail to comply with any such request, it may delay or even prevent the successful registration of your Account (or where you already have an Account, we may impose restrictions on your account, or suspend or terminate your Account). You agree to provide us and our third-party service providers promptly with updated information to the extent that any information you previously provided becomes wrong, inaccurate, outdated, or incomplete.
7.9 You hereby consent for us and our third-party service providers to disclose any and all information provided by you as part of the customer due diligence process or at any time thereafter to any governmental, law enforcement, administrative, regulatory, or tax authority and to the extent any consent from any of your directors, officers, employees, customers, or other parties are needed for such disclosure, you hereby represent and warrant to us that you have obtained such consent.
8. Security
8.1 Your Account is personal to you and you are responsible for maintaining the security of your Account login details. You shall not allow any third party to control or use your Account. You should never share your Account login details with anyone, and you should keep them safe and secure.
8.2 If you know or suspect that anyone other than you (or someone authorized on your behalf) has accessed your Account, or you know or suspect that your Account (including login details) has been compromised, you shall notify us immediately by contacting support@flipster.io. Following such notification, and subject to any reasonable checks we may conduct to verify the authenticity of your notification, we may suspend your Account and require you to take other actions, including providing assistance to us with regards to: (a) any investigations that we may carry out; and (b) setting up a new Account (including undergoing the customer due diligence process again).
8.3 If you lose or forget your Account login details, you should immediately notify us by contacting support@flipster.io. We may require you to prove that you are who you say you are, and that the Account belongs to you, before we take any action.
8.4 We may not be able to help you regain access to your Account in all circumstances. If that is the case, we may (in our sole discretion) allow you to apply for a new Account. However, in such circumstances you may not be able to transfer anything (including any digital currencies or records of activities) from your old Account to your new Account. Without derogation from any of our rights under Clause 6.10, If we can establish that your old Account held any digital currencies, we will endeavour, to the extent it is operationally and reasonably practicable, to credit your new Account with such number of digital currencies as may be available from your old Account, and to terminate any open Derivatives positions. We shall not be liable for any losses incurred on Derivatives positions so terminated.
8.5 You acknowledge and accept that any information or data associated with your Account or otherwise related to any activity you carry out in connection with your access and use of Our Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including software failures, Viruses, Vulnerabilities or other materials, protocol changes by third party providers, internet outages, force majeure event or other disasters, 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 and data you store or transfer through your Account or otherwise related to your use of Our Services.
9. Transactions
9.1 You may access and use your Account to initiate and enter into Transactions. “Transactions” shall include: (a) a transfer of approved digital currencies from a digital currency wallet owned or controlled by you to your Account (“Deposit”); (b) converting one digital currency held in your Account to another digital currency (“Conversion”) (c) engaging in any trading activity relating to Derivatives (“Trade”); and (d) withdrawing approved digital currencies from your Account (“Withdrawal”) to a digital currency wallet owned or controlled by you. You may request to carry out a Transaction by submitting instructions to us through Our Services (“Order”).
9.2 We are entitled to rely on, and you are bound by, all Orders submitted and Transactions executed through your Account on the Trading Platform. You are solely responsible for any Order made through the Trading Platform, including to ensure that your Order is properly submitted and has been executed by the Trading Platform. You further acknowledge and agree that the Trading Platform and Our Services is provided as is and without warranty as to its features, functionality or operation. In particular, by using Our Services you specifically accept the risk that there could be interruption of service or delays in service, and that we shall not be liable to you for any alleged or actual interruption or delay in Transactions on our Trading Platform.
9.3 In order to provide you with the ability to enter into Transactions through our Trading Platform, we enter into agreements or arrangements with third parties which are necessary for the proper functioning of Our Service. Further details of our arrangements with third parties are set out in the Guide published on our Site and mobile application. You warrant that we may transfer relevant data to our third-party service providers for the purposes of performing the Transactions.
9.4 Specifically in relation to our use of third parties which provide liquidity for your Trades (which may include market makers, exchanges, or other cryptocurrency venues selected by us) (“Liquidity Provider(s)”), you acknowledge and agree that for each Trade that you place, our Liquidity Provider reserves the right to collect or earn the difference between the market price for which it could purchase a particular cryptocurrency or Derivative and the market price for which it could sell a particular cryptocurrency or Derivative (the “Spread”).
9.5 We reserve the right, in our sole discretion, to restrict the value or number of Transactions that you may request us to carry out from time to time, including (without limitation) by setting minimum and/or maximum limits relating to the size of a Deposit, Conversion, Trade, or Withdrawal. Any Order submitted to us in breach of such restrictions and/or limits will be rejected by us and your Transaction will not be executed.
9.6 We use USDT as a reference/quote currency and for settlement.
10. Transaction Fees
10.1 We do not charge you any fees for Deposits.
10.2 The fees we charge for Withdrawals are set out in the Guide published on our Site and mobile application.
10.3 We will not charge you trading fees for the use of the platform. However, digital currency Conversion and Derivatives trading Orders placed through our Site or mobile application will be transmitted to Liquidity Providers, which may include market maker(s), exchanges(s) or other cryptocurrency trading venues chosen at our sole discretion, and such Liquidity Providers may collect or earn a Spread from each Trade.
10.4 You hereby acknowledge that we may receive rebates from Liquidity Providers. Such rebates will be retained by us for our own account. If and when we do have any arrangements with Liquidity Providers to earn any such rebates, such arrangements will be disclosed on the Site and mobile application. Rebates are not taken into consideration in determining which Liquidity Provider Orders are routed to.
10.5 We reserve the right to introduce trading fees for our customers at a future date. In the event that we choose to introduce fees for the use of the Trading Platform, we will provide you with no less than 15 days’ notice of such intention and the applicable fee schedules.
10.6 You may pay or receive funding fees on your Trades, please refer to the Contracts section on our Site or mobile application for a full explanation on funding fees. For the avoidance of doubt, funding fees are not paid to us and are transferred directly between position holders.
11. Funding your Account - Deposits
11.1 To engage in trading activity on the Trading Platform using your Account, you will need to Deposit digital currencies into your Account to fund your Account.
11.2 In order to facilitate Transactions, we offer a platform wallet feature (“Platform Wallet”) that allows you to store, transfer, and receive digital currencies that are compatible with and supported by Our Services from time to time. Deposits shall be made to the Platform Wallet address linked to your Account.
11.3 We may accept Deposits in various digital currencies from time to time. If we decide to introduce support for any additional digital currencies, we shall (as far as practicable) notify you and update our Site and mobile application accordingly.
11.4 Before making a Deposit, you shall be required to provide us and/or our third-party service provider with the digital currency wallet address from which the transfer shall be made, as stated in Clause 7.2. We will only accept Deposits from a digital currency wallet owned or controlled by you. We and/or our third-party service provider may carry out background checks on your digital currency wallet address to verify that it has not been associated with any unlawful or prohibited activities, and/or to verify that the wallet is owned or controlled by you.
11.5 Please do not make a digital currency Deposit in a digital currency or through a blockchain network that is not supported by Our Services, as you may permanently lose such digital currencies and they may become irrecoverable. We shall not be responsible or liable in any circumstances whatsoever should you make or attempt to make a digital currency Deposit in a digital currency that is not supported by Our Services, or through an unsupported or incorrect blockchain network.
11.6 You will be responsible for: (a) paying all Transaction processing costs associated with the transfer of digital currencies on the applicable blockchain network pursuant to a Deposit; and (b) ensuring that there are no errors or omissions in any of the transfer instructions you provide in relation to a Deposit.
11.7 You acknowledge and accept that the transfer of your digital currency Deposit may be delayed, rejected, or otherwise not processed due to: (a) your failure to include a sufficient amount of digital currency to cover the Transaction processing costs for its transfer on the applicable blockchain network; and/or (b) network congestion or fault, or other errors or malfunctions in processing your transfer on the applicable blockchain network (as the case may be) which are outside of our control.
11.8 Subject to our right to collect Transaction Fees as outlined in Clause 10, you acknowledge and accept that we act as custodian and will hold supported digital currencies credited to your Platform Wallet on your behalf. You remain the beneficial owner of any digital currencies credited to your Platform Wallet, and title of such digital currencies shall not transfer to us. Subject Always to Clause 12, we have no right to sell, pledge, rehypothecate, assign, invest, or grant any security interest over the digital currencies in your Platform Wallet, unless instructed by you or compelled by a court of competent jurisdiction to do so. You control the digital currencies in your Platform Wallet.
11.9 Your digital currencies are segregated from our own digital currencies and funds by way of separate wallets and separate ledger accounting entries. You understand and acknowledge that we have no obligation to use different blockchain wallet addresses to store digital currencies owned by you and by other customers.
11.10 In respect of any digital currencies that you Deposit in your Account, you hereby represent and warrant that: (a) you are the sole legal and beneficial owner of such digital currencies; (b) you have the power to transfer such digital currencies to us free and clear of any Encumbrance, claim or interest of any other person; (c) your Deposit does not consist of any assets that are subject to an ownership dispute with another person; (d) your Deposit does not consist of any assets that are derived from any unlawful sources; and (e) your Deposit does not violate any Applicable Law.
12. Digital Currency Conversion and Derivatives Trading
Digital Currency Conversion
12.1 You may convert digital currencies in your Platform Wallet to other digital currencies using your Account. The accepted digital currencies for Conversion are what is available on the Site and mobile application from time to time.
12.2 Your Orders for Conversion of digital currencies may be filled and settled at prices provided by third-party Liquidity Providers, which may include market maker(s), exchange(s) or other cryptocurrency venues selected by us. The Conversion Rate will be displayed through our mobile application or Site prior to your entry into such Conversion Order. If the Conversion Rate is not acceptable to you, you should not proceed with the Order. Neither we nor any of our Liquidity Providers make any representations, warranties, or other guarantees as to the accuracy and timeliness of any price quotes.
12.3 You acknowledge that we have the right to select any such Liquidity Providers as outlined in clause 12.2 above at our sole discretion. You agree to hold us and our Liquidity Providers harmless for any divergences in price or losses arising from delays or failures in filling a Conversion Order.
12.4 You acknowledge and agree that Conversion Orders will be binding on you with effect from the moment they are submitted to us through your Account and that we are under no obligation whatsoever to change, withdraw, or cancel submitted Orders.
12.5 We shall have the sole discretion to amend, suspend, or terminate any or all of the digital currencies available for Conversion as part of Our Services. Derivatives Trading and Leverage
12.6 We offer a number of Derivatives for trading on a leveraged basis. We may, at our absolute discretion, limit the amount of leverage that we make available to you, based on our assessment of your understanding of the risks associated with the product, and level of trading experience.
12.7 Your Orders for Derivatives Trades may be filled and settled at prices provided by third-party Liquidity Providers, which may include market maker(s), exchange(s) or other cryptocurrency venues selected by us. Your entry price into the Trade will be displayed through our mobile application or Site prior to your entry into the Order. If the entry price is not acceptable to you, you should not proceed with the Order. You understand and accept that the entry price displayed on the Trading Platform may be delayed, and may not be the final price at which your Trade Order will be executed. Neither we nor any of our Liquidity Providers make any representations, warranties, or other guarantees as to the accuracy and timeliness of any price quotes.
12.8 You agree to maintain a sufficient amount of digital currencies as collateral at all times to meet our margin requirements, as set out in the Guide and/or as indicated on the Trading Platform from time to time. If you fail to meet the relevant maintenance margin requirements, we have the absolute right to liquidate or close out your positions in full or in part. All amounts which you put up or designate as collateral for your position(s) are pledged and/or charged to us and shall be subject to a general lien and first priority security interest and right of setoff in our favour to secure any amounts which are at any time owing or which may become owing to us in respect of your open position(s).
12.9 You: (a) warrant and represent that there is no pledge, lien, mortgage, hypothecation, security interest, charge, option, Encumbrance, or other third party interest over or with respect to the collateral (or any part thereof); and (b) agree and covenant that you shall not create or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option, Encumbrance or other third party interest over or with respect to the collateral (or any part thereof).
12.10 If at any time the value of collateral which you have put up for your position(s) decreases to certain levels between maintenance margin and initial margins (specified via the Trading Platform), we may send you Notice. The contents of the Notice may include a reminder to you for you to top up your collateral, or reduce or exit your position(s) (each Notice a “Margin Call”).
12.11 You shall at all times be solely responsible for determining the status and balance of the collateral in your Account for each and all of your open positions (including the extent to which the value of the collateral meets the maintenance margin requirements) and any open positions together with the implications thereof. You agree and acknowledge that any omission or delay by us in sending you a Margin Call shall neither operate as a defense against nor remove or reduce your obligation to ensure that the value of your collateral meets the maintenance margin requirements necessary to maintain your open position(s). In no event shall we be liable to you for any losses or damages incurred by you in relation to any alleged or actual omission or delay in the sending of any Margin Call, or as a result of any contents included or omitted from the Margin Call.
12.12 In the event that you breach any maintenance margin requirements, you hereby authorize us to, at our sole and absolute discretion: (a) liquidate or close your affected positions in full or in part; (b) sell and/or otherwise dispose of your collateral; and (c) apply the proceeds thereof to settle any debts or amounts owing to us or to restore the maintenance margin in relation to a particular position.
12.13 If, after your affected positions are liquidated, your collateral put up is at any time insufficient to satisfy your indebtedness to us, including in situations where you have a position which is liquidated at a price which results in your losses exceeding your collateral: (a) all digital currencies in your Platform Wallet will be subject to a general lien and first priority security interest and right of setoff in our favour to secure any amounts at any time owing from you to us; (b) we shall have the right to deduct the amounts owing to us from your Platform Wallet without prior notice to you; (c) we shall have the right to liquidate or close any of the open positions in your Account in full or in part and apply such proceeds to settle any amounts owing to us; and (d) if your Platform Wallet and Account still contain insufficient digital currencies to settle any amounts owing to us in connection with the use of Our Services, you will be responsible for any shortfall, and you agree that you will pay the outstanding amounts due within 24 hours following your receipt of a Notice from us requesting for such payment.
12.14 If we exercise our rights under Clause 12.13, we reserve the right to decide, in our sole discretion, which of your positions to close and which assets comprising the collateral to sell, liquidate, or dispose of and in which order. We shall not be responsible or liable to you for the choice of which positions to close or assets to liquidate, nor for the timing or manner of such closure or liquidation. If we exercise our rights under Clause 12.12, we reserve the right to decide in our sole discretion the timing and manner of such closure or liquidation. Notwithstanding that we shall be entitled to compulsorily close positions and sell, liquidate or dispose of the collateral in line with the provisions above, we do not warrant, nor do we offer any assurances, that we will be able to prevent you from suffering losses or that liquidations will occur at market rates.
12.15 We reserve the right to charge you a liquidation fee.
12.16 By using Our Services for Derivatives trading, you understand and agree that: (a) Under certain market conditions, it may be difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market or due to technical issues on our Trading Platform. In the event that market conditions make it impossible to execute such orders, you may be unable to limit your losses; (b) The use of leverage can lead to large losses as well as gains; and (c) you are liable for all risks and losses associated with the use of leverage in trading on our Trading Platform.
12.17 In the event that market conditions are extremely volatile, we may need to close a profitable position in order to limit other customers’ losses on the platform. The unrealised profit on the position would be offset against unrealised losses incurred by other customers. This is a process known as Auto Deleveraging. We reserve the right to liquidate any position held by you in order to maintain the ability of the Trading Platform to continue. We may do this at our absolute discretion.
12.18 You acknowledge and agree that all your Trade Orders will be binding on you with effect from the moment they are submitted to us through your Account and that we are under no obligation whatsoever to change, withdraw, or cancel submitted Orders.
12.19 We may, at our sole discretion, serve Notice of one (1) month that all open positions will be automatically closed at a date and time to be notified, and settled at the value prevailing at that time. As and when required for the purposes of updating or maintenance of our Trading Platform, we may also give you Notice as far in advance as practicable (such timing to be determined in our sole discretion) that all open positions will be closed at a date and time to be notified, and settled at the value prevailing at that time.
12.20 We shall have the sole discretion to change, update, suspend, or terminate any or all of the Derivatives offered on the Trading Platform, or make any changes to the functions, parameters, order types, displays, or offerings on the Trading Platform at any time.
13. Withdrawals from your Account
13.1 You may withdraw digital currencies from your Platform Wallet, provided that: (a) the Withdrawal is in a digital currency that is supported for withdrawals from the Platform Wallet (as set out on our Site and mobile application); (b) there is a sufficient amount of the required digital currency in your Platform Wallet to process a Withdrawal in the amount stated in your Order requesting a Withdrawal; (c) Transaction Fees owing to us are settled, and (c) your Account is not suspended (whether wholly or partly) nor is there any dispute or claim existing with regards to the ownership of assets in your Account.
13.2 A Withdrawal may only be made to a digital currency wallet address that is compatible with and supports the receipt, storage, and transfer of the digital currency that you are attempting to withdraw. You will be required to provide us with the digital currency address in the relevant Order requesting a Withdrawal.
13.3 You acknowledge and accept that we and/or our third-party service provider may carry out background checks on your digital currency wallet address to verify that it has not been associated with any unlawful or prohibited activities.
13.4 If in any Order requesting a Withdrawal, you provide us with a digital currency wallet address that is not a valid digital currency wallet address, or is incorrect in some way, you acknowledge and accept that this may result in a permanent loss of the digital currencies which are the subject of the Withdrawal Order and we shall not be responsible or liable to you for any losses or damages which you suffer in such circumstances.
13.5 You are solely responsible for ensuring the accuracy of the information included in any Withdrawal Order, including your digital currency wallet address and any other information as we may reasonably require or request to give effect to a Withdrawal. You acknowledge and accept that we may not be able to reverse any Withdrawals after they have been processed and will not be responsible or liable to you if you have instructed us to send digital currency to a digital currency wallet address that is incorrect, improperly formatted or erroneous in any way.
13.6 You will be responsible for: (a) paying all Transaction processing costs associated with the transfer of digital currency on the appropriate blockchain network pursuant to a Withdrawal; and (b) ensuring that there are no errors or omissions in any of the transfer instructions you provide in relation to a Withdrawal.
13.7 You authorize us to deduct any Transaction Fees from the amount that you have requested to withdraw, which will result in you receiving such amount of digital currency specified in the Order requesting a Withdrawal, less the applicable fees.
13.8 We reserve the right to reject or refuse an Order requesting a Withdrawal if we have reason to believe that you have failed to comply with any of the requirements set out in these Terms. Additionally, we do not guarantee your ability to complete Withdrawals, and Withdrawals may be delayed or unavailable from time to time: (a) for the reasons given in clause 13.1 above; (b) as a result of any interruption to or unavailability of some or all of Our Services for whatever reason; or (c) for such other reasons determined by us in our sole discretion (including, without limitation, to investigate any fraud or unlawful activity relating to your Account).
14. Forks of Blockchain Protocol for Digital Currencies
14.1 We do not own or control the underlying software protocols that govern the operation of digital currencies. We are not responsible for operation of the underlying protocols and we make no warranty or guarantee regarding their functionality, security, or availability. The underlying software protocols may be subject to Forks, which could materially affect the value, function, and/or even the name of the digital currencies stored in your Account.
14.2 Subject to Clause 14.3, we will use reasonable endeavours to give you Notice of any upcoming Forks that may affect the Trading Platform, together with details about the ongoing support (if any) that we intend to offer for the respective branches of the underlying software protocol and associated digital currencies that emerge from such Fork. We reserve the right in our sole discretion to decide whether or not to: (a) support (or cease supporting) any Fork; and/or (b) credit your Account with any digital currencies or other entitlements resulting therefrom. Should we decide to support a Fork, we reserve the right to charge additional fees for such service in an amount to be determined by us at our sole discretion.
14.3 In the event of a Fork, we shall, notwithstanding the foregoing provisions of this Clause 14, be entitled to temporarily suspend Our Services (in whole or in part), including the availability of the Trading Platform (with or without advance Notice). We may, in our sole discretion, decide whether or not to support (or cease supporting) any Fork and/or the digital currencies resulting therefrom. You acknowledge and agree that we assume no responsibility or liability whatsoever with respect to any Fork or any digital currencies resulting therefrom.
15. Release
15.1 We are not responsible for, and will not become involved in, any disputes between users of Our Services. If you have a dispute with any other user, you release us, our affiliates, and our third-party service providers, as well as each of our and their respective officers, directors, agents, joint-venturers, employees and representatives, from any and all claims, demands, and damages (actual or threatened) of every kind and nature arising out of or in any way connected with such dispute.
15.2 Where we are required in accordance with our understanding of Applicable Law to become involved in any dispute between you and another user, you agree to indemnify us for all costs and expenses (including legal fees) that we may incur.
16. Attacks on Blockchain Networks
16.1 We cannot prevent or mitigate attacks on blockchain networks and we expressly disclaim any obligation to engage in activity in relation to such attacks. In the event of an attack, we reserve the right to take commercially reasonable actions, including, but not limited to, if we believe, suspect or confirm that a digital currency’s network is compromised or under attack, immediately halting trading, deposits, and withdrawals for such digital currency. If such an attack caused the digital currency to greatly decrease in value, we may discontinue any dealings in such digital currency entirely.
16.2 Resolutions concerning deposits, withdrawals, and user balances for a digital currency that has had its network attacked will be determined on a case-by-case basis by us on our sole discretion. We make no representation and do not warrant the safety of our Trading Platform and you assume all liability for any lost value or stolen property.
17. API Use
17.1 Subject to your compliance with these Terms and any other agreement which may be in place between you and us related to your use of the API, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sub licensable license, to use the API solely for the purposes of trading on our Trading Platform. You agree not to use the API or data provided through the API for any other commercial purpose. You access and use the API entirely at your own risk, and we will not be responsible for any actions you take based on the API.
17.2 We may, at our sole discretion, set limits on the number of API calls that you can make, for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, we may moderate your activity or cease offering you access to the API (or any other API offered by us), each in our sole discretion. We may immediately suspend or terminate your access to the API without notice if we believe you are in violation of these Terms or any other agreement which may be in place between you and us related to your use of the API.
18. Behaviour
You hereby agree that you are fully responsible and liable for all actions taken by you or by means of your Account (including where third parties obtain access to your Account). This means you are liable for, amongst other things: (a) all User Content created by means of your Account; (b) all instructions, Orders, Transactions, authorisations, notices, communications and any other actions initiated, made, provided or taken by anyone in relation to digital currencies from or by means of your Account; (c) any costs, indebtedness or other liabilities incurred by means of your Account, and (d) all other activities conducted through your Account.
19. Prohibited use of Our Services
You shall not: (a) commit any act or omission that would or is likely to cause you or us to be in breach of any Applicable Law as we understand it, or access and/or use Our Services in a manner that would be contrary to any laws that apply to you (which may be different from country to country); (b) access and/or use Our Services in a way that could interfere, disrupt, negatively impact, or inhibit other users from accessing and/or using Our Services, or that could damage, negatively impact, overburden, or inhibit the availability, operation, and/or functioning of Our Services in any manner; (c) use or attempt to use another user’s Account; (d) use Our Services if you are prohibited from doing so by Clause 5 (Eligibility); (e) circumvent any features, functionality, or security measures that we employ in or that are otherwise related to Our Services, including for example by using IP obscuring technologies like virtual private networks to prevent us determining the place from which you are accessing and using Our Services; (f) gain unauthorized access to Our Services or to any server, computer, network, or database (including the underlying blockchain and smart contract technologies) on which Our Services are stored or rely on to operate; (g) introduce any Viruses, Vulnerabilities, or other malicious, harmful, or destructive content to Our Services or to another user’s Account; (h) introduce smart contracts, programs, executable code, or other changes into Our Services or to any of the technology systems supporting the availability, operation, and functioning of Our Services; (i) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access and use Our Services or to extract data; (j) develop any third-party application that interacts with Our Services without our prior written consent; (k) provide false, inaccurate, or misleading information or documentation; (l) post content or communications that are libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable as determined by us in our sole discretion; (m) send automated or machine-generated queries or other content; (n) copy, distribute, modify, or create derivative works of Our Services or any content published on Our Services, except that you may use a portion of another user’s post on Our Services when responding to or commenting on that post, provided you do so fairly and in accordance with these Terms, our Policies, and Applicable Laws; (o) publicly identify any security concerns relating to Our Services (and you should instead contact us immediately at support@flipster.io) if you suspect any security weaknesses or Vulnerabilities; (p) collect, harvest, or otherwise use or obtain personal information of other users without their consent; (q) engage in any activity that that damages our interests or the interests of our affiliates or service providers, including but not limited to doing any act which harms our reputation or which causes any inaccurate or defamatory information about us or Our Services to be shared with any third party; (r) act in any way that interferes with the normal operations of your Account or the Trading Platform; (s) act in any way that is contrary to the intended use of the Trading Platform or your Account; or (t) attempt to do any of the foregoing or encourage or induce anyone else to engage in any prohibited uses of Our Services.
20. Risk Disclosures
20.1 Buying, selling, holding, and otherwise participating in trading activities involving or relating to Derivatives carries significant risk of financial loss. Such risks include, without limitation, the risks described in this Clause 20.
20.2 By accepting the Terms and using Our Services to participate in trading activities involving or relating to Derivatives, you expressly acknowledge, accept, and assume all the risks related to the use of the Trading Platform and Our Services.
Digital Currency Transfers and Volatility
20.3 Trading in digital currency can be extremely risky and volatile. Digital currencies may have unique features that make them more or less likely to fluctuate in value. Factors beyond our control, such as regulatory activity, market manipulation, or unexplainable price volatility may affect market liquidity for a particular digital currency. Blockchain networks may go offline as a result of bugs, Forks, or other unforeseeable reasons. As a general matter, users with limited trading experience and low risk tolerance should not engage in active trading on our Trading Platform. Speculating on the value of digital currency is high risk and users should never trade more than they can afford to lose.
20.4 Understanding digital currency requires advanced technical knowledge. Digital currencies are often described in exceedingly technical language that requires a comprehensive understanding of applied digital currencies graphic and computer code in order to appreciate the inherent risks. The listing of a product on our Trading Platform does not indicate our approval or disapproval of the underlying technology regarding any digital currency and should not be used as a substitute for your own understanding of the risks specific to each digital currency. We provide no warranty as to the suitability of the digital currency traded under these Terms and assume no fiduciary duty to users in connection with such use of the Services.
20.5 Users accept all consequences of sending digital currencies to an address off the Trading Platform. Digital currency transactions may not be reversible. Once you send digital currencies to an address, you accept the risk that you may lose access to your digital currencies indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to an entity that will not return your digital currencies, or may return your digital currencies but first requires action on your part, such as verification of your identity.
Derivatives
20.6 Trading of futures contracts may not be suitable for all users and should only be undertaken by those who understand the consequences of seeking daily inverse or leveraged results.
20.7 Futures contracts involve margin and leverage, and as such, you may feel the effects of any losses immediately. If movements in the markets for a futures contract or the underlying digital currency decrease the value of your position in such a futures contract, you may be required to have or make additional collateral available as margin. If your Account is under the minimum margin requirements set by the Trading Platform, your position may be liquidated at a loss.
20.8 Trading a Derivative is not the equivalent of purchasing a digital currency nor any of the components which comprise the index of that product and does not entail ownership of digital currency or any such components. The return on contract positions may not reflect what a user would realise if they owned (or sold short) digital currency.
Risks Associated with Indices
20.9 Some of Our Services, and contracts traded on the Trading Platform, rely on an “Index Price”, for example to derive valuation for margin and/or settlement purposes. The methodology for calculation and publication of each index may mean that it does not track other publicly-reported prices of its underlying digital currency. The index and its value may deviate substantially from the publicly reported price of digital currency from any given price source. In addition, as the methodology for determining each index uses information from specifically identified third party exchanges, movements in the value and volume of digital currency transactions on such exchanges and any index calculation failures may affect, for example, the profit, loss, margin and settlement of contracts traded on the Trading Platform.
20.10 The composition, calculation, and safeguards incorporated within any index are subject to change at any time without notice in our sole and absolute discretion.
20.11 The indices may be administered and calculated by us or any third-party service providers. Index administrators (us included) can add, delete, or substitute the components of the indices or make other changes to the methodology of calculating the value of the index at any time. The modification of the components of the index may affect its value, as a newly added component may perform significantly worse or better than the component it replaces. We may also alter, discontinue, or suspend calculation or dissemination of an index at any time. We may take any action in respect of the indices without regard to the interests of a user. Any change in the methodology used may affect the index value and may result in a user incurring losses or gains. We are not responsible for any direct or consequential losses a user may incur as a result (directly or indirectly) of a change in the index methodology.
20.12 Additionally, because Derivatives are relatively new products, the degree to which they are likely to provide exposure to movements in the price of the underlying digital currency of the relevant index is uncertain.
No Deposit Protection
20.13 Digital currencies held in your Account are not eligible for any public or private deposit insurance protection.
Risks relating to Leveraged Trading
20.14 Leverage allows trading in certain contracts on the Trading Platform with relatively modest margins in relation to the position size. The result of this is that even a slight fluctuation of the Index Price could mean substantial gains on leveraged positions when these fluctuations are in your favour but could also mean loss of the allocated margin if the fluctuations are moving against you.
20.15 Under certain market conditions, particularly given the high volatility and substantial risk of illiquidity in digital currency derivatives markets, you may find it difficult or impossible to close a position in the market above the liquidation price. For example, if there is insufficient liquidity in the market or technical issues with the orders that you attempt to place, you may not be able to manage the risk on open positions. Placing contingent orders, such as “stop-loss” or “stop-limit” orders (where available), will not necessarily limit your losses to the intended amounts, since these order types are not guaranteed and market conditions may make it impossible to execute such orders. The use of leverage can work against you as well as for you and can lead to large losses as well as gains.
20.16 The conduct of all trading is at your own risk and we do not take any responsibility for any loss or damage incurred as a result of your use of the Trading Platform or your failure to understand the risks involved in digital currency markets generally or your use of our Services.
20.17 We may not accept any Orders which would increase your aggregate risk above the risk limit set by you or by us.
20.18 We do not make any assessment as to the appropriateness of the risk limit set by you, or the appropriateness of risk limits set by us as those risk limits apply to your specific circumstances. You must make your own independent assessment as to what level of risk is appropriate for yourself. Any function to customise risk limits on our Trading Platform is merely a tool to enable you to better manage your overall risk appetite.
20.19 You must ensure that you are able to monitor positions on your Account at all times. We are not responsible for monitoring any positions on your Account.
20.20 There may be situations in which the Trading Platform has to liquidate profitable positions from customers, in order to restrict the losses to other customers and to us if the insurance fund and backstop Liquidity Providers are unable to support positions of extreme market volatility. You accept that there is a risk that you might lose profits arising from Trades during times of extreme market volatility.
Accuracy of Information
20.21 While we endeavour to keep information displayed on the Trading Platform as accurate as possible, there is a risk that this may not be correct, complete or updated. In particular, price and percentage change information displayed on our site may be subject to delays.
Support of traded contracts
20.22 If at any time any of the contracts that form the subject of your Order or your open position is delisted or the Trading Platform no longer supports the trading in such contract for any reason, then we may take any measures we deem necessary for the orderly winding down, closing, and removal of such contracts and positions.
Software Protocols and Operational Challenges
20.23 The software protocols that underlie digital currencies are typically open-source projects, which mean that (i) the development and control of such digital currencies is outside of our control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability, or value of a given digital currency.
20.24 You are aware of and accept the risk of operational challenges. We may experience sophisticated cyber attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to Our Services. You understand that Our Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold us liable for any related losses.
20.25 All users understand that the technology underlying digital currencies is subject to change at any time, and such changes may affect your assets stored on our platform. You claim full responsibility for monitoring such technological changes and understanding their consequences for your digital currencies. Users conduct all trading on their own and we do not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved associated with digital currencies use generally or your use of Our Services.
Platform Downtime and IT Maintenance
20.26 We may, from time to time, perform maintenance on the Trading Platform, routine or otherwise. This may lead to platform downtime and lack of access to the Trading Platform, potentially resulting in a delay or cancellation of a submitted Order yet to be processed and Orders placed during maintenance or downtime.
20.27 You may not be able to access the Trading Platform during periods of downtime and maintenance, and so may not be able to exit a position that is making losses during these periods. During such periods, if your collateral is insufficient to meet our maintenance margin requirements for any of your open positions, your positions will be liquidated or closed.
Access Risks
20.28 There are a series of inherent risks with the use of the mobile and/or web-based trading technology such as latency in the prices provided, and other issues that are a result of connectivity (including, without limitation, the use of mobile networks). Prices displayed on the Trading Platform are solely an indication of the executable rates and may not reflect the actual executed or executable price of an Order.
20.29 The Trading Platform utilises public communication network circuits for the transmission of messages. We shall not be liable for any and all circumstances in which you experience a delay in price quotation or an inability to trade caused by network transmission problems or restrictions or any other problems outside our direct control, which include but are not limited to the strength of the mobile signal, network latency, or any other issues that may arise between you and any internet service provider, phone service provider or any other service provider. Please note further that some of the features available on the Trading Platform on the Site may not be available on the mobile application and vice versa.
20.30 Our mobile applications may require users to download and install updates to the application or to their device’s operating system as such updates are made available. Failure to do so might lead to certain parts of the Services (including trading functions) becoming inaccessible to users until such an update has been successfully downloaded and installed. Performance issues and security risks may arise if our mobile applications are used on devices with customised or otherwise non-standard operating software or as a result of other software installed on such devices.
Compliance Risk
20.31 The regulatory environment concerning digital currencies continues to develop. The application and interpretation of existing laws and regulations are often largely untested and there is a lack of certainty as to how they will be applied. New laws and regulations will be promulgated in the future that apply to blockchain technology and digital currencies, and related service providers, and no assurance can be given that any such changes will not adversely affect digital currencies generally or Our Services. It is not possible to predict how such changes would affect the price and liquidity of digital currency derivatives, digital currencies generally, or Our Services.
20.32 Regulatory actions could negatively impact digital currencies in various ways, including, for purposes of illustration only, through a determination (with retrospective or prospective effect) that digital currencies or their derivatives are regulated financial instruments requiring registration or licensing in certain jurisdictions. We may have to limit the availability of certain contracts or disallow users based on their citizenship, residence, or location from engaging in any transactions on the Trading Platform or using any or part of Our Services if doing so becomes commercially unsustainable or legally prohibited, which could materially affect the price and liquidity of contracts traded on the Trading Platform.
20.33 You understand that ultimately it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions, and laws in your place(s) of residence before using Our Services. We strictly state that we do not permit the use of Our Services by users from a jurisdiction in which the use of Our Services is not permitted (including, without limitation, Prohibited Jurisdictions). We are not offering or soliciting the use of Our Services to any person located in any Prohibited Jurisdiction or any other jurisdiction in which the specific use of Our Services is not authorised or is otherwise prohibited by local laws.
21. Abusive Trading Techniques (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
21.1 Specifically in relation to any trading activity you carry out in connection with your access and/or use of Our Services, you shall not, whether directly or indirectly, engage in any activity (whether on our Trading Platform or not) that is designed or might reasonably be expected to cause or result in a destabilisation or manipulation of the market price or trading volumes relating to any Derivatives or their underlying digital currency.
21.2 If at any time, we become aware or have reasons to suspect that you have engaged or are attempting to engage in any activity as set out in Clause 21.1 above, any abusive trading techniques, or any other similar acts or omissions that result in or may reasonably result in losses to us, other users, any of our affiliates, or our service providers, we reserve the right to: (a) refuse to act upon or to cancel or correct any Trade Order(s) submitted by you or any person we suspect may be colluding with you; (b) to suspend or terminate your Account and the Accounts of any person we suspect may be colluding with you; (c) impose restrictions on your Account and the Accounts of any person we suspect may be colluding with you, including but not limited to restrictions of withdrawals; (d) carry out an investigation into the relevant activity; (e) clawbacks, rollbacks, or reversals of any Transaction made on your Account and the Accounts of any person we suspect may be colluding with you and/or (f) notify relevant third parties, including any regulatory, governmental, or law enforcement authority.
22. Terminating or Suspending your Account
22.1 You may terminate your agreement with us on these Terms and close your Account at any time, provided that you have settled all Transaction Fees and any other indebtedness to us.
22.2 We reserve the right, at any time and in our sole discretion, to suspend, or terminate your Account. Subject to Clause 22.3, if we decide to suspend or terminate your Account, we will give you no fewer than 14 days’ prior Notice.
22.3 Notwithstanding Clause 22.2, we shall be entitled to impose restrictions on your Account, or to immediately suspend and/or terminate your Account (and shall not give Notice to you) if: (a) we consider you have violated any of these Terms (including the Policies); (b) we consider you have provided any incorrect, incomplete, or misleading information to us, including in connection with any customer due diligence that we carry out from time to time pursuant to Clause 7; (c) we receive a request or order from a regulatory, governmental, tax, or law enforcement authority, provided that we consider such suspension or termination to be reasonable in our sole discretion; or (d) your location or the location of the corporate body for which you act is placed on the Prohibited Jurisdiction list. In some cases, an immediate suspension or termination of your Account, or restrictions placed on your Account may result in: (x) the debit of assets from your Account; (y) the transfer of digital currencies back to the original transferors (which for the avoidance of doubt, may include the reversal, clawback, or rollback of Transactions); and/or (z) the transfer of assets from your Account into an insurance fund maintained by the platform.; and/or (z) the transfer of assets from your Account into an insurance fund maintained by the platform.
22.4 If we receive notice or have reason to suspect that any digital currencies held in your Account are Encumbered, the subject of an ownership dispute with another person, stolen, or otherwise were not lawfully possessed by you or directly or indirectly linked to an illegitimate source, we may in our sole discretion, but are under no obligation to, suspend or terminate your Account, and/or place an administrative hold on the digital currencies. If we impose an administrative hold on some or all of your digital currencies and suspend your Account, we may continue such hold until the matter is resolved and evidence of the resolution has been provided to us in a form acceptable to us. We will not involve ourselves in any such matters or the resolution of such matters. You agree that we will have no liability or responsibility for any such hold, or for your inability to perform Transactions while such hold remains in effect.
23. Consequences of Suspension or Termination of your Account
23.1 You acknowledge and accept that, if your Account is terminated or suspended (for whatever reason), (a) any open Trades or positions may be immediately closed and liquidated (in some cases, without prior notice to you); and (b) where there are Orders which have been placed but not been executed, such Orders may be cancelled.
23.2 On termination of your Account (for whatever reason): (a) any outstanding indebtedness to us shall become immediately due and payable; and (b) we may delete or deactivate your Account and all information and data relating to your Account without any liability to you.
23.3 Subject to Clause 23.4 and following the settlement of any outstanding Transaction Fees and other indebtedness to us, we will give you Notice with instructions on how to withdraw any remaining digital currencies held in your Account.
23.4 You acknowledge and accept that there may be circumstances where we are unable to return digital currencies held in your Account on termination. This may include (without limitation) where your Account was terminated in accordance with clause 22.3, and circumstances where we are prevented from doing so based on our understanding of Applicable Law, or pursuant to an order or request from any competent regulatory, governmental or law enforcement authority. In some cases, we may be requested or required to remit digital currencies held in your Account to such authorities.
23.5 On termination of your Account, your agreement with us pursuant to these Terms shall terminate and you shall no longer be entitled to access and/or use Our Services. However, any clauses set out in these Terms which are intended to survive termination (whether expressly or by implication), shall remain in full force and effect.
24. Confidentiality
24.1 You shall keep Confidential Information confidential and you: (a) shall not use Confidential Information for a purpose other than the performance of your obligations under these Terms or to comply with Applicable Law; (b) may not disclose Confidential Information in whole or in part to any third party, except as permitted by clause 24.2; and (c) shall use best endeavours to prevent Confidential Information from being disclosed or used by a third party.
24.2 Subject to clause 24.3, you may disclose Confidential Information: (a) with our prior written consent; (b) as required by Applicable Law or pursuant to an order made by any competent governmental, regulatory, or law enforcement authority; or (c) if you are a corporate body, to any of your directors, officers, and employees (each a "Recipient") to the extent that disclosure is necessary for the purposes of exercising your rights or performing your obligations under these Terms. Unless waived by us, before disclosure of Confidential Information to a Recipient pursuant to the above, you shall ensure that the Recipient executes a confidentiality agreement in a form approved by us and you shall ensure that the Recipient at all times complies with the confidentiality agreement.
24.3 To the extent you are legally permitted to do so, you shall give us as much notice as possible of any disclosure of Confidential Information made or to be made pursuant to clause 24.2(b) above and, where notice of disclosure is not prohibited by Applicable Law and is given in accordance with this clause 24.3, you agree to take into account our reasonable requests in relation to the content of such disclosure.
24.4 Clauses 24.1 and 24.2 do not apply to Confidential Information which: (a) is publicly known on the date that you register an Account and accept these Terms, or at any time thereafter (other than as a result of your breach or a Recipient's breach of this clause 24); or (b) can be shown by you to our satisfaction to have been known by you before our disclosure to you.
24.5 In the event that you become aware of any unauthorised disclosure or use of any Confidential Information contrary to this clause, you shall immediately notify us and provide all assistance and cooperation as we may reasonably require or request to remedy such breach.
25. Data Protection and Privacy
In connection with the Account registration process and your access and use of Our Services, we may collect certain personal information about you. Please read our Privacy Policy (which is incorporated into these Terms by reference), as they describe how we collect, process, use, and share your personal information.
26. Intellectual Property
26.1 Except for any IP Rights in any User Content provided by you, all IP Rights in or arising out of or in connection with Our Services shall be owned by us and/or our licensors.
26.2 We grant you a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free licence to access and use Our Services strictly for your non-commercial personal use only, and subject to such use being for lawful purposes, in accordance with these Terms, however you may not use, adapt, or reproduce our trade or service marks, or use, adapt, or reproduce any data or content (including any Third-Party Content or User Content) provided through our Platform, without our prior written consent.
26.3 You may not re-sell, distribute, copy, share, reverse engineer, modify or create derivative works of our IP Rights in any way or by any means. You may not use any name, mark, logo, or domain name that is in any way similar to our marks, logos, and domain names. You must refrain from any action or omission that may dilute, damage, or interfere with our goodwill and/or IP Rights.
26.4 The licence granted under this clause shall automatically cease and be revoked if your Account or use of Our Services is suspended or terminated for whatever reason.
27. Feedback
27.1 You may submit feedback in the form of questions, comments, suggestions, ideas, original, or creative materials or other information about us or Our Services (“Feedback”) and if you do so, you acknowledge and accept that such Feedback is provided of your own accord and not based on any request or solicitation from us.
27.2 We reserve the right to use Feedback for any purpose, at any time and without compensation to you. Do not send us Feedback if you expect to be paid or want to continue to own or claim any rights to your Feedback.
27.3 If you decide to send us Feedback, you acknowledge and accept that we make no assurances your Feedback will be treated as confidential or proprietary.
28. User Content
28.1 Should you post, submit, or provide any content containing the IP Rights of any third party (for example, extracts from another publication, video, audio or images created by another person), you must, before you submit such content, make sure that you have obtained all necessary rights and permissions to include that as part of your content, and you must comply with any restrictions imposed by the rights holder. Unauthorised use of third-party IP Rights is strictly prohibited and may expose you to legal action by the rights holder, as well as other sanctions described in these Terms and our Policies.
28.2 You hereby grant us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide licence to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content that you provide, submit, or post in connection with your use of Our Services and that is not Feedback owned by us (“User Content”).
28.3 For the avoidance of doubt, where User Content or any other user-generated information or data has been collected and organized, compiled, arranged, generated, or assembled by us, such content, data, and information fall within the scope of our IP Rights, and shall be owned by us and/or our licensors.
28.4 You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licences in these Terms; and (b) the User Content and its use by us as licensed herein does not and will not violate, misappropriate, or infringe on the rights of any third party.
28.5 We may remove any User Content from Our Services for any reason at our sole discretion.
29. Third-Party Content
29.1 For your convenience, we may display third-party content, market data, advertisements, links, promotions, logos and other materials in connection with your access to and/or use of Our Services. We do not approve of, control, endorse, or sponsor any third parties or their content and make no representations or warranties of any kind regarding such third-party content. Your use of or interaction with any third-party content and any third party that provides third-party content are solely between you and such third parties and we shall not be responsible or liable in any circumstances whatsoever for such use or interactions.
29.2 We are not responsible for any of the content on any Third-party Sites that may be linked via your access to and/or use of Our Services nor can it be assumed that we have reviewed or approved such Third-party Sites or their content, nor do we warrant that the links to these sites work or are up to date. You click any links and visit any websites at your own risk.
30. Systems
30.1 Our Services are run and operated using technology systems (hardware, software, databases, and the like) selected and maintained by us or our subcontractors and third-party providers.
30.2 We may change these technology systems from time to time, including by updating or upgrading them, replacing them with other systems, removing systems, adding new systems, and changing the location at which any of these systems are located or hosted. We may also appoint sub-contractors and other third-party providers to perform functions in relation to the operation and provision of Our Services. We may do so for any reason or for no reason whatsoever, and at any time without notice to you.
30.3 You are responsible for making all arrangements necessary for you to have access to Our Services, including (without limitation) the technology and devices necessary to access and use Our Services (e.g. computers, mobiles, tablets, and similar devices together with a compatible browser or other software to access Our Services through the web or mobile Platform interface or approved API connection) and for adopting appropriate cybersecurity measures.
30.4 Where you download and install the mobile application made available by us to access and use Our Services through the mobile Platform interface, you may be required to accept additional terms applicable to the use of that application. Your ability to continue accessing Our Services via such an application will be subject to us continuing to make that application available and you complying with all of the terms governing your use of that application.
31. No Warranty (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
31.1 Our Services are provided “as is” without warranty or condition of any kind, either express or implied, including, but not limited to, the implied terms of satisfactory quality, merchantability, or fitness for a particular purpose.
31.2 Without limiting the foregoing, we make no warranty or representation of any kind, whether express or implied, that: (a) Our Services will meet your requirements; (b) Our Services will always be available or uninterrupted, timely, secure, free of Viruses, Vulnerabilities, or otherwise error-free; (c) the results that may be obtained from the use of Our Services will be effective, accurate, or reliable; and/or (d) any digital currency transferred to you in connection with a Withdrawal is free of any Encumbrance and not the subject of a dispute or claim. We expressly disclaim any liability for loss or damage caused by a Virus, Vulnerability, or other technologically harmful material that adversely affects your mobile or computer equipment, device, programmes, data, or other proprietary material as a result of or otherwise related to your use of Our Services or to your downloading of any content it, or on any Third-party Site linked to it.
31.3 We will use reasonable endeavours to procure that Our Services can be accessed by you in accordance with these Terms. However, we may suspend access to and use of Our Services for any scheduled or unscheduled maintenance or for any other reason in our sole discretion and will make reasonable efforts to give you Notice of this. You acknowledge that this may not be possible in an emergency, and accept the risks associated with the fact that you may not always be able to access and use Our Services or carry out any Transactions through your Account.
31.4 Although we are committed to maintaining the accuracy of any information and content provided through Our Services, we cannot and do not warrant that any such information and content shall be accurate, reliable, up-to-date, or appropriate. We shall not be liable for any loss or damage that you may suffer or incur (whether directly or indirectly) from your use of such information and content.
32. Limitation of Liability (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
32.1 Except as expressly and specifically provided in these Terms, you assume sole responsibility for results obtained from the use of Our Services, and for any conclusions drawn from such use. Neither we nor any of our affiliates or agents shall be liable for any damage caused by errors or omissions in any information, instructions, Orders, agreements, notices, communications, or scripts provided by you in connection with the use of Our Services, or any actions taken by us or through our Trading Platform, at your direction.
32.2 Neither we nor any of our affiliates or agents shall be liable to you for any indirect, special, incidental, or consequential loss of any kind (including, but not limited to, loss of revenue, income, business, profits, anticipated savings, depletion of goodwill, pure economic loss, loss or corruption of data or information, or any like loss) arising under or otherwise in connection with your access and/or use of Our Services or your inability to access and/or use Our Services, regardless of the cause of action, whether based in contract, tort (including negligence), breach of statutory duty, restitution, or any other legal or equitable basis (even if we have been advised of the possibility of such losses and regardless of whether such losses were foreseeable).
32.3 Without prejudice to the foregoing provisions of this Clause 32, neither we nor any of our affiliates or agents shall be responsible or liable to you or any other person in contract, tort (including negligence), breach of statutory duty, restitution, or any other equitable or legal basis for any liability arising from: (a) anything caused by you, such as lost or forgotten login details, incorrectly constructed Transactions, or mistyped content or instructions; (b) server failure or data loss or leakage (howsoever caused); (c) corrupted data or files; (d) unauthorized access; (e) third party activities, including the use of Viruses or exploitation of Vulnerabilities (including, without limitation, phishing, brute forcing, or other means of attack); or (f) such other matters in respect of which our liability is expressly stated to be excluded in these Terms.
32.4 Our maximum aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, restitution, or any other legal or equitable basis, arising under or otherwise in connection with these Terms shall be limited to the aggregate amount you paid to us to access or use Our Services in the most recent three-month period, unless Applicable Law prohibits us from limiting our liability to this extent, in which case our liability shall be limited to the minimum amount that Applicable Law imposes on us.
32.5 Where we utilize third-party service providers for the provision of any part of Our Services to you, you acknowledge and agree that we shall be under no obligation to take any action whatsoever against any third-party service provider in respect of any loss or damage suffered by you arising out of any act or omission on the part of such third-party service provider, and covenant not to hold us, our affiliates, as well as each of our and their respective officers, directors, agents, employees, and representatives responsible or liable in any manner for any such loss or damage unless we are guilty of fraud or willful default which also contributes to the third-party service provider’s act or omission. Notwithstanding the foregoing, we shall use commercially reasonable due diligence in the selection and use of any third-party service provider in line with prevailing industry standards.
32.6 Nothing in these Terms shall limit or exclude liability for any matter in respect of which it would be unlawful to limit or exclude liability under Applicable Law.
33. Taxes and Regulatory Standing
33.1 We do not make any representation, warranty or otherwise whether any trading activity you carry out on the Trading Platform or otherwise related to Our Services will be subject to any taxation of whatever nature by any authority anywhere in the world. You should obtain independent advice with respect to all tax and other implications concerning digital currencies (including the purchase, sale or storage of digital currencies and/or Derivatives) and shall be solely responsible for your own tax affairs.
33.2 Under no circumstances shall we or any of our affiliates be liable to you or any other person whatsoever, for any tax or similar consequences arising from your access and/or use of the Trading Platform or otherwise related to Our Services, or to provide any assistance to you or other persons with respect to the preparation or filing of any statutory or other forms or submissions to any tax or other authority.
33.3 We do not make any representation or warranty of whatever nature regarding any requirement for you to register or obtain any kind of licence or other consent from any governmental, regulatory, or tax authority anywhere in the world in connection with your use of Our Services or the use of your Account, or regarding the legality of your use of Our Services. You should obtain independent advice with respect to your regulatory standing and shall be solely responsible for your own compliance with any regulatory rules that may apply to you or any corporate body that you are acting on behalf of.
33.4 You are responsible for paying all taxes associated with your Account hereunder, including all applicable country, federal, state, and local taxes. If we have the legal obligation to pay or collect taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorised by the appropriate taxing authority. You also agree that we may set-off such amounts in accordance with Clause 40. You agree that you shall notify us if there is any withholding tax obligation or any other legal, financial, tax or other reporting obligation that applies in relation to your Account or any activity that you carry out on the Trading Platform and you will gross up the fee amount as if no taxes were withheld or deducted. We are not liable for any losses caused by any failure to report such information to us. To the extent we are required to withhold any sum due to any tax authority from your Account we may do so in whatever currency is available based on a conversion rate determined by us at our sole discretion.
34. Indemnity
To the fullest extent permitted by law, you agree to indemnify and keep indemnified us, our affiliates and service providers, and each of our or their respective officers, directors, managers, agents, joint-venturers, employees and representatives (the “Our Indemnitees”) on demand against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses arising out of or related to your use of Our Services, your Account, your User Content, your breach of these Terms or any Policies, or your violation of any duty, obligation, law, rule or regulation, or the rights of any third party (including, without limitation, each loss, liability and cost incurred as a result of defending or settling a claim alleging such a liability).
35. Force Majeure
We shall not be liable or responsible to you, or be deemed to have defaulted under or breached these Terms, for any failure, delay, interruption, or unavailability in the provision of Our Services or the performance of these Terms, if and to the extent the foregoing is caused by or results from or is connected to acts beyond our reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, pandemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist, hacking or cyber threats, attacks or acts, or other civil unrest; (d) any Fork or Vulnerability affecting the underlying software protocols governing the operation of any digital currency available to you for trading on the Trading Platform from time to time; (e) any laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, and decrees; (f) action by any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction; or (g) other circumstances affecting the supply of goods or services.
36. No relationship or third-party beneficiaries
These Terms do not create any agency, partnership, employment, or fiduciary relationship between you and us. For the avoidance of doubt, save for Our Indemnitees’ rights under Clause 34, these Terms do not confer any third-party beneficiary rights.
37. Notices
37.1 You agree to receive all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Notices”) that we provide in connection with these Terms, your Account, or any of Our Services in electronic form. You agree that we may provide these Notices to you by posting them via Our Services, by emailing them to you at the email address you provide, sending them using an application or other messaging service to your Account, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any Notice provided by SMS or text message. You should maintain copies of Notices by either printing a paper copy or saving an electronic copy. To the extent that we are unable to contact you using the contact information you provide to us during the Account registration process or at any time thereafter, we are under no duty to take affirmative action to find a valid address for you and Notices will be deemed to be delivered to you when we provide them.
37.2 If you question the authenticity of a Notice purporting to be from us, you should login to your Account through our Site or approved API connection, and not by clicking links contained in emails or communicated through other channels.
38. Variation to these Terms (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
38.1 We may amend these Terms from time to time at our sole discretion due to changes to Our Services, our technology, regulation and/or for any other reason. If we do, we will provide you Notice of such amendments by posting the updated Terms on the Site and the mobile application.
38.2 Any amended Terms will become effective 24 hours after posting the updated Terms on the Site and the mobile application and apply prospectively to use of Our Services after such amendments become effective, except that amendments addressing new features of Our Services or amendments made for legal reasons will be effective immediately. Your continued access and use of Our Services following the effective date of such amendments will constitute your acceptance of the amended Terms. If you do not agree to any amended Terms, you must cease using Our Services and terminate your Account. Each time you wish to access and/or use Our Services, please check these Terms to ensure you are familiar with the version that applies at that time.
39. Assignment and transfer
39.1 These Terms are personal to you and you may not assign, novate, declare a trust over the benefit of, or otherwise transfer them to any other person without our prior written consent. Any attempted or actual assignment, novation, or transfer by you in whole or in part, without our prior consent, will be null and void.
39.2 We may, by Notice to you, assign or transfer any of our rights or obligations under these Terms to any one of our affiliates, transferees, and successors, including (without limitation) as a result of any corporate restructurings. You also agree that we may at any time transfer the provision of Our Services or any part thereof, including any or all data and User Content, to our affiliates, transferees, and successors.
39.3 If we exercise our rights under clause 39.2 we will give you Notice. By continuing to access and use Our Services following such Notice, you shall be deemed to have given your consent to the assignment or transfer. If you are not satisfied with our assignment or transfer, you should stop using Our Services immediately.
40. Set off
We may at any time, without notice to you, set off any liability to you against any liability you may have to us (notwithstanding the denomination of such liability, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms). We may exercise our set-off rights under this clause against any digital currency available in your Account and based on a conversion rate, in each case as determined by us in our sole discretion.
41. Miscellaneous
41.1 If any provision of these Terms is found to be illegal, void, or unenforceable (in whole or in part), then such provision shall be severable from these Terms without affecting the validity or enforceability of any remaining part of that provision, or any other provision of these Terms, which shall remain in full force and effect.
41.2 The failure by us to exercise or enforce, or delay in exercising or enforcing any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
41.3 These Terms constitute the entire agreement between you and us in relation to its subject matter. These Terms replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations, and undertakings of any nature, whether oral or written, public or private, in relation to that subject matter (including, but not limited to, any prior versions of these Terms).
41.4 You acknowledge that by accepting these Terms, you have not relied on any oral or written statements, warranties, assurances, representations, or undertakings which were or may have been made by or on behalf of us in relation to the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual Statements”). You hereby waive, to the fullest extent permissible under Applicable Law, any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
41.5 Except for Our Indemnitees, a person who is not a party to this Agreement has no right to enforce any term of this Agreement.
42. Disputes, Governing Law, and Jurisdiction (YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE)
42.1 Governing Law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law.
42.2 In the event of any dispute, claim, controversy, or disagreement arising from or relating to this agreement or the breach thereof, you will contact us through our support channels first. Both parties hereto shall use their best efforts to settle the dispute, claim, controversy, or disagreement through consultation and negotiation with each other in good faith, such negotiation to be strictly confidential and subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding.
42.3 If the dispute cannot be resolved satisfactorily in accordance with the clause directly above, and you wish to exert a legal claim against us, then you agree to set forth the basis of such claim in writing in a notice of claim (“Notice of Claim”) as a form of prior notice to us. The Notice of Claim should set out the basis of the claim, the specific relief sought, and include any relevant Account details relating to the claim. After the Notice of Claim is received by us, you may proceed to submit the claim to arbitration in accordance with Clause 42.4 below.
42.4 Any claims or actions arising out of or in connection with Our Services and/or these Terms (including any question regarding its existence, validity, or termination) may be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
42.5 Clause 42.4 is for our benefit only. As a result, we shall not be prevented from taking any action or proceedings against you for any claims or actions arising out of or in connection with your use of Our Services and/or these Terms in any other courts or forums in any jurisdiction.
42.6 The foregoing submission to jurisdiction does not exclude any additional protection afforded specifically to consumers by mandatory provisions of the law of your place of residence.
42.7 Without prejudice to the foregoing provisions of this Clause 42, you agree that we may commence and maintain any action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction.
42.8 Class Action Waiver: You agree that any claims or actions arising out of or in connection with Our Services and/or these Terms (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) shall be brought against us in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by Applicable Law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without our specific written consent.
43. Flipster Event/Promotions/Campaigns General Conditions
43.1 Participants/recipients shall only be eligible for rewards through an airdrop into their Account UID and wallet address, accessible via an approved Account.
43.2 Accounts shall only be approved subsequent to completion of our full standard onboarding processes including but not limited to passing the relevant KYC/AML checks. For the avoidance of doubt, applicants from Prohibited Jurisdictions shall not be eligible to open an Account.
43.3 We reserve the right to replace rewards with substitutes of an equivalent value, determined our sole discretion, and any monetary value attributed to any applicable reward is done at our sole discretion.
43.4 We reserve the right to suspend or terminate any user Account for breach of our policies, terms and conditions, or any Applicable Laws, at our sole discretion. Affected users shall have no claim over any rewards held in affected Platform Wallets.
43.5 We reserve the right to remove or adjust the quantum of any rewards at our sole discretion.
44. Flipster Event/Promotions/Campaigns – Yield/APR/Earn-related specific conditions
44.1 From time to time, we may have events, promotions, campaigns, or products which allow participants to earn rewards or returns in USDT or other digital assets based on a percentage of the participant’s Deposit or Account balance. These events, promotions, campaigns, or products include our offerings which use the term “Earn” or “launchpool” in its name or title, and will also include any of our offerings which by their terms allow participants to receive a ”yield”, “APR”, or a percentage return (however named) calculated as a percentage of their Deposits or Account balance (or a certain specified type or segment of their Deposits or Account balance), whether or not bundled with other promotions or terms and conditions (collectively, “Yield Rewards Offerings”).
44.2 Our Yield Rewards Offerings are of a promotional and rewards distribution nature and do not generate financial gain for us. Yield Rewards Offerings are not a banking, asset management, deposit, or any such similar product, service, or facility. Your participation in any Yield Rewards Offerings does not entail any movement of your Deposits or Account balances away from our Trading Platform. They continue to be governed in accordance with these Terms, including but not limited to Clause 11.8 of these Terms.
Appendix
Definitions and Interpretation
Definitions
Account: the account through which users can access and use Our Services and includes your Platform Wallet. In order to access and use Our Services, users must register an Account through the Site, our mobile application, or via API, as further described in Clause 6.
API: means application programming interface.
Applicable Law: means any law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code or practice, rule of court or directives or requirements of any governmental or regulatory authority, or any delegated or subordinated legislation or notice, each as amended and promulgated from time to time, that may be directly or indirectly related to or implicated by the relevant activities or transactions carried out or otherwise arising under these Terms.
Auto Deleveraging: has the meaning ascribed to it in Clause 12.17 and as may be further explained in our Guide on our Site and mobile application.
Confidential Information: means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by us to you whether before or after the date on which you register an Account and accept these Terms. Confidential Information shall include, without limitation, information relating to our products, operations, processes, plans or intentions, product information, know how, design rights, trade secrets, market opportunities and business affairs.
Contracts: means the contract specifications, as updated from time to time and available on our Site and mobile application.
Conversion: has the meaning ascribed to it in Clause 9.1.
Conversion Rate: the rate displayed to you in our Site and/or mobile application prior to your submission of an Order to convert digital currencies in your Platform Wallet.
Deposit: has the meaning ascribed to it in Clause 9.1.
Derivatives: means the digital currency derivative instruments that are approved for trading on the Trading Platform by us from time to time at our sole discretion.
Encumber or Encumbrance: means any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.
Feedback: any feedback in the form of questions, comments, suggestions, ideas, original or creative materials, or other information about us or Our Services that you submit to us from time to time.
Fork: any blockchain fork, split, airdrop, or other transformation, modification or update to the operating rules of the underlying software protocol on which any digital currency is deployed and operates.
Guide: the detailed procedures for using Our Services, as updated from time to time and available on the Site and our mobile application.
IP Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Liquidity Provider(s): market makers, exchanges, or other cryptocurrency venues selected by us to provide liquidity in relation to Our Services.
Notice: any communication, notice, document, receipt or disclosure given to a party under or in connection with Our Services or these Terms including without limitation notices posted by us on the Site, and as further described in Clause 37.
Notice of Claim: has the meaning ascribed to it in Clause 42.3.
Order: an instruction submitted to us through Our Services to carry out a Transaction (and which has the meaning ascribed to it in Clause 9.1).
Our Indemnitees: has the meaning ascribed to it in Clause 34.
Our Services: has the meaning ascribed to it in Clause 1.2.
Platform Wallet: has the meaning ascribed to it in Clause 11.2.
Policies: the Privacy Policy, Guide, Contracts, and any other documents, disclosures, policies, or terms referenced in these Terms or published on the Site or our mobile application.
Prohibited Jurisdictions: the countries and territories listed on the Site and on our mobile application from time to time.
Recipient: has the meaning ascribed to it in Clause 24.2.
Site: our website at: https://flipster.io owned and operated by us and through which Our Services are available.
Spread: has the meaning ascribed to it in Clause 9.4.
Terms: these Terms of Use together with the Policies, as updated from time to time.
Third-party Sites: any websites not owned or operated by us or any of our affiliates.
Trade: engaging in any trading activity relating to Derivatives on the Trading Platform.
Trading Platform: the digital currency exchange platform owned and operated by us, whether on mobile application or through the Site.
Transaction: has the meaning ascribed to it in Clause 9.1.
Transaction Fees: the fees that apply to Transactions performed in relation to Our Services, as may be specified on our Site and mobile application from time to time.
User Content: any text, information, data, materials, images, or other content that you provide, submit or post in connection with your use of Our Services, and that is not Feedback owned by us.
Virus: means any thing or device (including any software, code, file or program) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering, or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, bugs and other similar things or devices and the term Viruses shall be construed accordingly.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
Withdrawal: a withdrawal of digital currency from your Platform Wallet (and which has the meaning ascribed to it in Clause 9.1).
Interpretation
The headings in these Terms are inserted for convenience only and shall not affect their construction or interpretation. The Appendix and Policies form part of these Terms and shall have effect as if set out in full in the body of these Terms. Unless otherwise stated, references to clauses are to the clauses of these Terms.
A reference in these Terms to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular. Words referring to a particular gender shall include the other gender.
These Terms shall be binding on, and enure to the benefit of, each of the parties and their respective personal representatives, successors, and permitted assigns, and references to any party shall include that party’s personal representatives, successors, and permitted assigns.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
A “person” includes a natural person, corporate, or unincorporated body.
A reference to “writing” or “written” includes email.