General Terms & Conditions of Yellow Network. Last revised: Nov 18, 2022
These Terms of Service are entered into between you (hereinafter referred to as “you” or “your”) and Layer3 Fintech Ltd. (as defined below).
IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, DO NOT ACCESS LAYER3 FINTECH LTD.'s ASSOCIATED WEBSITES OR USE LAYER3 FINTECH LTD. SERVICES.
In the event of any inconsistency between these Terms and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on the Website, these Terms shall prevail.
The Layer3 Fintech Ltd. Services are complex and carry a high level of risk and are not appropriate for users who do not possess the appropriate level of knowledge and experience to deal with them. Layer3 Fintech Ltd. is under no obligation to assess the suitability of the Services for users and any comment or statement which may be made by Layer3 Fintech Ltd. or any of its Associates as to the suitability of the Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.
BY MAKING USE OF LAYER3 FINTECH LTD. SERVICES, YOU ACKNOWLEDGE AND AGREE THAT (I) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL ASSETS; (II) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF LAYER3 FINTECH LTD. SERVICES AND TRANSACTIONS OF DIGITAL ASSETS; AND (III) LAYER3 FINTECH LTD. SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
These Terms may be amended, changed, modified or updated by Layer3 Fintech Ltd. at any time and without prior notice to you. You should check back as often as possible ON THIS PAGE to confirm that your copy and understanding of these Terms are current and correct. Your non-termination or continued access to the Website and/or use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms, as modified by such amendments, changes, or updates.
1. Definitions In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
1.1 “Affiliates” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, you or Layer3 Fintech Ltd., and for purposes of this definition “control” (including, with correlative meanings, the terms, “controlled by” and “under common control with”), as used with respect to you or Layer3 Fintech Ltd., means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of you or Layer3 Fintech Ltd., whether through the ownership of voting securities, by contract or otherwise;
1.2 “AML” means anti-money laundering, including, but not limited to, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat Currencies, or Digital Assets;
1.3 “Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery, kickbacks, inducements, and other related forms of commercial corruption or bribery;
1.4 “Associates” means Layer3 Fintech Ltd. and each and every one of its shareholders, directors, officers, affiliates, employees, contractors, agents, partners, insurers, and attorneys who are acting or performing or have acted or performed services for the benefit of or on behalf of the Website;
1.5 “Copyrights” means all materials are used by Layer3 Fintech Ltd. under license. These materials include, but are not limited to, all the text, graphics, user interfaces, visual interfaces, photos, sounds, process flow diagrams, computer code (including HTML code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Layer3 Fintech Ltd. Services, are exclusively owned, controlled and/or licensed by Layer3 Fintech Ltd. or its members, parent companies, licensors or affiliates;
1.6 “CTF” means counter-terrorist financing;
1.7 “Digital Assets” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value; (iv) other similar digital representations of rights or assets, typically including blockchain-based assets or rights including tokens, sovereign cryptocurrency or virtual currency such as Bitcoin, Ether or Litecoin, and/or (v) their derivatives or other types of digitalized assets with a certain value;
1.8 “Digital Assets Address” means an alphanumeric identifier that represents a potential destination for a Digital Assets transfer, which typically is associated with a user’s Digital Assets Wallet;
1.9 “Digital Assets Wallet” means a software application, or other mechanisms, that provide a means for holding, storing, and transferring Digital Assets, including a user’s Digital Assets Address, Digital Assets balance, and cryptographic keys;
1.10 “Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Website;
1.11 “Fiat Currencies” means the money or currency of any country or jurisdiction that is (i) designated as legal tender; and, (ii) circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
1.12 “Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government-appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality;
1.13 “Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Services or any transaction entered into under these Terms;
1.14 “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
1.15 “KYC” means the “know-your-customer” process that Layer3 Fintech Ltd. has put in place before entering into a business relationship or conducting transactions with you. As part of this process, Layer3 Fintech Ltd. may do anything that it deems necessary in order to identify you, verify your identity, scrutinize and investigate your transactions, or comply with any applicable law or regulation.
1.16 “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Website;
1.17 “Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses, including, but not limited to, any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
1.18 “Marks” means the trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks of Layer3 Fintech Ltd. and/or Layer3 Fintech Ltd. Services;
1.19 “Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity;
1.21 “Prohibited Jurisdiction” means (i) any jurisdiction in which the entry into this Term of Services and/or the usage of the Services are prohibited by applicable Law; (ii) any jurisdiction which is subject to United States, United Nations or other applicable Economic Sanctions or embargoes;
1.22 “Prohibited Person” means any citizen or resident of, Government or Government Official of, or Person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and any Sanctioned Person;
1.23 “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” List and the other lists, including, but not limited to, the “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the U.S. Department of the Treasury; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by Financial Crimes Enforcement Network of the U.S. Department of the Treasury; any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the United Kingdom, or the United Nations;
1.24 “Sanctioned Person” means any Person or Digital Assets Address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Assets Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws;
1.25 “User Submissions” means any member profile pages, forums, groups, and other interactive features that allow users to post, submit, publish, display, or transmit to other users’ content or materials.
1.27 “Layer3 Fintech Ltd.” or “Operator” means any Person that runs Layer3 Fintech Ltd. Services, including but not limited to legal persons, unincorporated organizations and teams that provide Layer3 Fintech Ltd. Services and are responsible for such services. For convenience, unless otherwise stated, references to " Layer3 Fintech Ltd.", "Operator" and “we” in these Terms specifically mean Layer3 Fintech Ltd. UNDER THESE TERMS, LAYER3 FINTECH LTD. OPERATORS MAY CHANGE AS LAYER3 FINTECH LTD.’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF LAYER3 FINTECH LTD. OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW LAYER3 FINTECH LTD. SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE LAYER3 FINTECH LTD. SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED LAYER3 FINTECH LTD. OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
1.28 “Layer3 Fintech Ltd. Services” means various services provided to you by Layer3 Fintech Ltd. that are based on Internet and/or blockchain technologies and offered via Website, mobile applications, desktop clients and other forms (including new ones enabled by future technological development). Layer3 Fintech Ltd. Services include but are not limited to such Yellow ecosystem components as the Yellow Network, the Global Exchange Platform and novel services to be provided by Layer3 Fintech Ltd. and/or Yellow.
2. General Provisions
2.1 Legal Agreement. These Terms constitute a legal agreement and create a binding contract between you and Layer3 Fintech Ltd.
2.3 Right to Amend, Change, Modify or Update these Terms. Layer3 Fintech Ltd. reserves the right to amend, change, modify or update these Terms at our sole discretion at any time. You may be notified of such changes on the Website or via email, but you shall check the date displayed on the [Last revised] date on the title of these Terms. ANY AND ALL AMENDMENTS, CHANGES, MODIFICATIONS OR UPDATES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF LAYER3 FINTECH LTD. SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY AMENDMENTS, CHANGES, MODIFICATIONS OR UPDATES TO THESE TERMS, YOU MUST STOP USING LAYER3 FINTECH LTD. SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO REVIEW THESE TERMS AS OFTEN AS POSSIBLE TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF LAYER3 FINTECH LTD. SERVICES.
3. Use of the Website and the Services.
3.1 Right to Use the Website and the Services. If you (a) have a Digital Assets Wallet, (b) are not a Prohibited Person, (c) do not operate your Digital Assets Wallet for the benefit of a Prohibited Person and (d) comply with these Terms, Layer3 Fintech Ltd. grants you the limited right to use the Services. The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Website, any of the Services, the Copyrights or the Marks. Layer3 Fintech Ltd. may suspend or terminate the provision of Services to you, your Digital Assets, Digital Assets Wallet, or to any of your Digital Assets Address, or to freeze or terminate your Digital Assets Wallet, at its sole discretion, as required by applicable Laws or where Layer3 Fintech Ltd. determines that you have violated, breached, or acted inconsistently with any of these Terms of Service.
3.2 Prohibited Use of the Website and the Services. You are strictly prohibited to
a) use the Website or any of the Services if you are a Prohibited Person.
b) operate Digital Assets Wallet for and make orders or transactions in a Digital Assets Wallet for the financial or other benefits of a Prohibited Person.
c) use the Website or any of the Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Assets, Fiat Currencies, funds, property, or proceeds.
d) use the Website or any of the Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws and Economic Sanctions Laws, prohibit, penalize, sanction, or expose the Operator to liability for any Services furnished or offered to you or your Digital Assets Wallet(s) or Digital Assets Address(es) under these Terms of Service.
e) use the Website or any of the Services, or any financial services of a U.S. Financial Institution, whether or not an Associate of the Operator, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws.
f) use the Website or any of the Services to evade taxes under the Laws of the British Virgin Islands or any other jurisdiction(s) applicable to you or the Website.
g) trade on the Website or use any Services, with anything other than Fiat Currencies, keys, property, or Digital Assets that have been legally obtained by you and that belong to you.
h) use the Website or any Services to interfere with or subvert the rights or obligations of the Operator or the rights or obligations of any other Website user or any other Person.
i) post, submit, publish, display, or transmit any User Submission that violates the Terms of Service or the rights of any Person, including, but not limited to, the intellectual property rights of any Person.
j) trade using misleading or inaccurate information presented to the Website or to the Operator or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach.
k) use the Website or any Services to engage in conduct that is detrimental to the Operator or to any other Website user or any other Person.
l) use the Website or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in the Website or any Digital Token market with the intent of creating the false impression of market depth or market interest.
m) falsify any Digital Assets Wallet, Digital Assets Address, Website registration, exchange, or administration details provided to the Operator or any of its Associates, impersonate another person or misrepresent your affiliation with a person.
n) post, submit, publish, display, or transmit any User Submission that is likely to deceive any Person.
o) falsify or materially omit any information or provide misleading or inaccurate information requested by the Operator or any of its Associates, including, but not limited to, at Website registration or during the course of administering any Services to you.
p) cause injury to, or attempt to harm, the Operator, any of its Associates or any person through your access to the Website or any Services, including, but not limited to, posting, submitting, publishing, displaying, or transmitting any User Submission that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
q) promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age.
r) give the impression that a User Submission emanates from or is endorsed by the Operator or its Associates or any other Person if that is not the case.
s) have more than one registered identity on the Website, or use any Digital Assets Wallet on a one-time, "throwaway" basis; any such additional Digital Assets Wallets or one-time "throwaway" Digital Assets Wallet may be frozen, terminated or suspended at the absolute discretion of the Operator.
t) where you are subject to prohibitions or restrictions as set forth in these Terms, access the Website or use any Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Website or use any Services using a Digital Assets Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof.
u) post, submit, publish, display, or transmit any advertising or promotional material without the prior written consent of the Operator or its Affiliate.
v) utilize a Digital Assets Wallet, any Services or the Website for the financial or other benefits of a Prohibited Person; or
w) violate, promote, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.
Any use as described in this paragraph shall constitute a “Prohibited Use”. If Layer3 Fintech Ltd. determines or suspects that you have engaged in any Prohibited Use, Layer3 Fintech Ltd. may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, removing or declining to post any User Submissions you provide, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat Currencies, property, proceeds, or Digital Assets in any Digital Assets Wallet that you have on the Website; and, suspending or terminating your access to any Services or Fiat Currencies, property, or Digital Assets from any Digital Assets Address or Digital Assets Wallet. The Operator may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in Loss being suffered by the Operator or any of its Associates, you shall pay an amount to the Operator or the Associate so as to render the Operator or the Associate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on the Operator or the Associate.
3.3 Trading Activities. The Website is a trading environment for the purchase and sale of Digital Assets. Purchases are fully funded by trading participants through Fiat Currencies deposited by you from a Digital Assets Address or otherwise into a Digital Assets Wallet. Purchases and sales of Digital Assets Wallet on the Website are settled by actual delivery of the full amount of the Digital Assets by the seller to the purchaser’s Digital Assets Wallet against payment in full by the purchaser to the seller’s Digital Assets Wallet.
3.4 Withdrawals and Deposits. In the course of processing and sending any withdrawals in Fiat Currencies or one or more Digital Assets, or when processing and receiving deposits, Digital Assets Wallet, the Operator may be required to share your user information with other contractual parties, including, but not limited to, financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for the Operator to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release the Operator from any liability, error, mistake, or negligence related thereto.
3.5 Fees and Collaterals. You may be obliged to pay appropriate trading fees in forms and amounts determined by Layer3 Fintech Ltd. to provide trading activities, access the Website, or use the Services. Also, you may be required to put up collaterals in forms and amounts determined by Layer3 Fintech Ltd. to provide trading activities or use the Services.
3.6 Third-Party Services. The Operator and its Affiliates contract with Persons to provide certain data, information, insights, analysis, and articles that are made available through the Website and the Services, and may also provide links to third-party websites or services that are not under the control of the Operator or its Associates (such information and services collectively, “Third-Party Services”.) In addition to the Terms of Service, you may be bound by any additional terms required by providers of Third-Party Services. The Operator and its Associates make no representations about and accept no liability for, any Third-Party Services. The Operator and its Associates are not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained in Third-Party Services, the services offered thereby or for their privacy and security policies and procedures.
4. Your Eligibility to Use the Website and the Services
4.1 Your Representations and Warranties You represent and warrant to the Operator on the date of your acceptance or deemed acceptance of these Terms and each day on which you access the Website and/or utilize the Services, in each case with reference to the facts and circumstances existing at such date, as follows:
a) that, if you are an individual user, you are 21 years of age or older and that you have the capacity to contract under applicable Laws.
b) that, if you are registering to use or using the Website on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.
c) that you understand the risks associated with using the Website, that you are not prohibited or restricted from using the Website by these Terms, that you are not otherwise prohibited by applicable Laws from using the Website and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms of Service and the Services;
d) that you will not use the Website or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Assets, Fiat Currencies, property, funds, or proceeds;
e) that you will not trade or otherwise transact on the Website or use any Services with anything other than Fiat Currencies, or Digital Assets that have been legally obtained by you and that belong to you;
f) that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Services conducted under these Terms of Service;
g) that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as the Operator may reasonably determine;
h) that neither you nor any of your Affiliates shall use any Digital Assets, Fiat Currencies, property, proceeds or funds subject to the Services of the Website directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
i) that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
j) that neither you nor any of your Affiliates are (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services from any Digital Assets Wallet or Digital Assets Address, that is likely to result in you or your Associates becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Assets, Fiat Currencies, funds, or property to, from, or through any Digital Assets Wallet, or Digital Assets Address, or engaging in any transaction on the Website from a Prohibited Jurisdiction; or (iv) a Government or Government Official of a Prohibited Jurisdiction;
k) that neither you nor any of your Associates have directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any Digital Assets or Fiat Currencies, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
l) that you will not falsify any Digital Assets Wallet or registration or administration details provided to the Operator;
m) that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by the Operator in the course of, directly or indirectly relating to, or arising from your activities on the Website or use of any Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to the Operator becomes incorrect or outdated, including, but not limited to, information relating to your beneficial ownership, you will promptly provide corrected information to the Operator;
n) that you shall employ reasonable anti-virus, anti-malware and other software and techniques to protect you and your Digital Assets Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Digital Assets Wallet and to keep such Digital Assets Wallet and the access to the Website out of the reach of other Persons;
o) that you acknowledge and agree that Fiat Currencies, Digital Assets or other property reflected in your Digital Assets Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of the Operator;
p) that you acknowledge and agree that any trading or other instructions received or undertaken through your login credentials or from your authorized email address on file with the Operator are deemed to be valid, binding, and conclusive, and that the Operator may act upon those instructions without any liability or responsibility attaching to it;
q) that you will fairly and promptly report all income associated with your activity on the Website pursuant to applicable Laws and pay any and all taxes thereon;
r) that you will accurately and promptly inform the Operator if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
4.2 Due Diligence, Anti-Money Laundering and Counter-Terrorist Financing. The Operator is committed to providing safe, compliant, and reputable services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, the Operator insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting. By agreeing to these Terms, you shall affirmatively certify that (i) you are not a Prohibited Person and (ii) are not utilizing a Digital Assets Wallet for the benefit of a Prohibited Person, and (iii) must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of the Operator or any of its Associates. The Operator reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to freeze, suspend or terminate the administration of Services, or the creation or administration of any Digital Assets Wallet for or with, any user for any reason (or for no reason) at any time, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with
a) a Sanctioned Person;
b) a Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to the jurisdiction of, any Prohibited Jurisdiction;
c) a Person from or in any jurisdiction that does not meet international AML–CTF standards;
d) a Person that is a Government Official or Politically Exposed Person;
e) a Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply;
f) a U.S. Person;
g) a Person that the Operator determines is acting in the United States or territory or insular possession of the United States (whether or not by, to, through, or from a U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable Laws; and
h) a Person that fails to meet any user due-diligence standards, requests, or requirements of the Operator, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors.
5. Risks and Limitation of Liability
5.1 Risks and Limitation of Liability. Trading in Digital Assets is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Website is made available solely for general information purposes and the Operator does not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all trading and non-trading activity on the Website and for your Digital Assets Wallet on the Website, even if presented incorrectly by the Website at any time. In the event of any conflict between the information reflected in your Digital Assets Wallet or elsewhere on the Website and information on the books and records of the Operator, the books and records of the Operator shall control, even if this results in Losses to you or increases your Losses. You acknowledge and agree: to be fully responsible and liable for your trading and non-trading actions and inactions on the Website and all gains and Losses sustained from your use of the Website and any of the Services; to be responsible for any negative balance in your Digital Assets Wallet on the Website and to be fully responsible for safeguarding access to, and any information provided through, the Website and any of the Services, including, but not limited to, Digital Assets Wallet, Digital Assets Address, private keys, usernames, passwords, and bank account details. You have no right whatsoever to claim damages, specific performance, or compensation in any form from the Operator as a result of actions it takes in its administration of the Digital Token market. There is no guarantee against Losses on the Website.
5.2 Limitation of Liability and Release. The Operator assumes no liability or responsibility for and shall have no liability or responsibility for any Losses directly or indirectly arising out of or related to:
a) these Terms of Service;
b) the Website, and your use of it;
c) the Services, and your use of any of them;
d) any information or materials available through the Website, whether originating from the Operator, its Associates or any other Person;
e) the real or perceived value of any currencies or Digital Assets traded or utilized on the Website, or the price of any Digital Token displayed on the Website at any time;
f) any inaccurate, misleading, or incomplete statement by the Operator or on the Website regarding your Digital Assets Wallet, whether caused by the Operator’s negligence or otherwise;
g) any failure, delay, malfunction, interruption, or decision (including, but not limited to, any decision by the Operator to vary or interfere with your rights) by the Operator in operating the Website or providing any Service;
h) any stolen, lost, or unauthorized use of your Digital Assets Wallet information, any breach of security or data breach related to your Digital Assets Wallet information, or any criminal or other third-party act affecting the Operator or any Associate; or,
i) any offer, representation, suggestion, statement, or claim made about the Operator, the Website, or any Service by any Associate.
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.
5.3 No Waiver and Available Remedies: Any failure by the Operator to exercise any of its rights, powers, or remedies under these Terms of Service, or any delay by the Operator in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by the Operator does not prevent either from exercising any other rights, powers, or remedies. The remedies of the Operator are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms of Service, or by law or equity. You agree that the remedies to which the Operator is entitled include, but are not limited to, (i) injunctions to prevent breaches of these Terms of Service and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that the Operator would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Digital Assets, or your interests therein, that are held by the Operator or any of its Associates.
5.4 Role of the Operator. The Operator does not generally act as principal, counterparty, or market-maker in the transactions effected through trading on the Website or using the Services. However, from time to time, the Operator may choose to do so. When the Operator is transacting on the Website or Services, its orders, trades and other transactions will be treated the same as or provided lower priority than, other user's orders, trades or other transactions. In the event a dispute arises among parities in respect of the Services, the Operator may, at its sole discretion, suspend the provision of Services to you, in whole or in part, pending resolution of the dispute.
5.5 No Representations and Warranties by the Operator. The Operator makes no representations, warranties, or guarantees to you of any kind and, to the extent permitted by applicable Laws, the Operator expressly disclaims all representations, warranties or guarantees, express, implied or statutory, with respect to the Website and the Services. The Website and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.
5.6 No Advice. The Operator does not provide any investment, portfolio management, legal, accounting, tax or other advice, or advice on trading techniques, models, algorithms, or any other schemes.
6. Intellectual Property
6.1 General Provisions. The Website and Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved.
6.2 Marks. The Marks are used by the Operator under license. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from the Operator or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in metadata or code, or in any other manner.
6.3 Copyrights. Unless otherwise indicated, Copyrights on the Website are used by the Operator under license. You agree not to copy, display, or use the Copyrights or other content without express, prior, written permission from the Operator or the third-party owner;
6.4 Limited Licit Use. You may link to the Website’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage the Operator’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the Operator’s part without prior, express, written consent.
6.5 User Submissions. The Website or certain Services may contain User Submissions on or through the Website. You hereby grant the Operator and its Affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute the User Submissions in any and all media or distribution methods, whether now known or later developed. You agree that you are responsible for, indemnify and save and hold harmless the Operator and its Associates from, any User Submissions you submit or contribute, and you, not the Operator or its Associates, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. The Operator and its Associates are not responsible, or liable to any Person, for the content or accuracy of User Submissions posted by you or other users of the Website.
6.6 User Feedback and Suggestions. By sharing feedback and suggestions with the Operator or its Associates, you grant the Operator and its Associates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license to any intellectual property rights you may have in the feedback and suggestions you share with the Operator or its Associates to use, including to improve the Services, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute. You agree that by submitting feedback or suggestions to the Operator or its Associates you are not entitled to any form of compensation should the Operator or its Associates consider or develop technology that is the same or similar to such feedback or suggestions.
7. Resolution of Disputes, Jurisdiction and Force Majeure
7.1 Resolution of Disputes. If you are a Customer, any dispute, claim, controversy or action arising out of or related to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Assets Wallet, the operations and Services of the Website, or (c) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against the Operator. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto. You and the Operator agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one user cannot and may not affect any other users.
7.2 Jury Trial waiver: to the fullest extent permitted by applicable law, the parties hereby irrevocably and unconditionally waive all right to trial by jury in any legal action or proceeding of any kind whatsoever arising out of or relating to these terms of service or any breach thereof, any use or attempted use of the site or the services by you, and/or any other matter involving the parties.
7.3 Governing Law. These Terms shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Website or these Terms of Service likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.
7.4 Force Majeure. The Operator is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, the Operator is excused from any and all performance obligations under these Terms of Service.
8.1 Assignment: These Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of the Operator. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by the Operator without notice or your consent. Any attempt by you to assign these Terms of Service without written consent is void.
8.2 Severability: If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms of Service continues in full force and effect.
8.3 Electronic Communications and Acceptance: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that the Operator may provide in connection with these Terms of Service through publication on any part of the Website or to your authorized email address on file with the Operator.
8.4 Reporting Suspected Violations: If you encounter activity or materials on the Website or the Services that you believe violate these Terms of Service, please report the suspected violation via our Support Center. The Operator and its Affiliates have a process to investigate such reports and will take such action as it deems appropriate.