References in this Agreement to “EQONEX”, “we”, “our”, or “us”, are to Eqonex Capital Pte. Ltd. (company registration number 201827813E) and the Eqonex Group (defined below) depending on the services being discussed.
EQONEX may make any amendment to this Agreement by posting the revised Agreement on the Platform or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavor to provide you with advance notice where possible, where lawful we may indicate that the revised Agreement will be effective immediately. If you do not agree with any amendment, you should immediately close the Exchange Account and cease using the Services. You agree and understand that by logging into the Exchange Account or by authenticating to our application programming interface (“API”) with the API key (“API Authentication”) following any change to this Agreement, the login or API Authentication, as applicable, will constitute your agreement to the amended Agreement by and between you and EQONEX, and you agree (both for you and for all your Authorized Persons, or if you are an Authorized Person, for the Person that has authorized you) to be legally bound by its terms and conditions as amended. Among other things, this means that, if you log into your account or API Authentication following an amendment to this Agreement, transactions that you or others have already undertaken, and benefits, such as trading fee discounts and rebates that you or others have earned, could be affected by the amended terms and conditions of this Agreement. You agree and understand that we have the right (but not the obligation) to require your affirmative assent and continuing acceptance of this Agreement, from time to time, as a condition of you accessing or using any Services, logging into the Exchange Account, your User Account or using API Authentication, as applicable.
In this Agreement the following terms will be interpreted as follows:
(a)Accepted Currency means any Digital Asset or currency accepted by EQONEX for Exchange Services, including funding, trading and settlement. Accepted Currencies are found on the Platform and may vary from time to time.
(b)Additional Due Diligence is defined in paragraph 5.B.
(c)Additional Service is defined in paragraph 4.B.
(d)Affiliate means, with respect to a given Person, another Person that, directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used herein, the term “control” means direct or indirect beneficial ownership of more than fifty percent (50%) of the voting stock, or decision-making authority, in another entity.
(e)Airdrop means an event where a user who holds certain amount of a particular Digital Asset is allocated a certain amount of the same or another Digital Asset.
(f)Authorized Person means any Person appointed by you and approved by EQONEX to act on your behalf in giving Instructions, entering into Digital Asset Transactions or performing any other act under this Agreement. Any reference to you that can or should apply to an Authorized Person will be deemed to so apply and you hereby represent and warrant for you and on behalf of each Authorized Person that: (i) they have agreed to be bound by the terms of this Agreement, (ii) that you will be liable for any of their actions hereunder, and (iii) any Instructions given by them are irrevocable and are deemed to come from you.
(g)Business Day means a day mean any day other than a Saturday, a Sunday, or day when banks located in Singapore are closed for a legal holiday or by government directive.
(h)Compliance Information is defined in paragraph 2.C.
(i)Compliance Partners is defined in paragraph 2.C.
(j)Conditional Use is defined in the Prohibited Use Policy.
(k)Conduct Violation means a violation of any provision of this Agreement, any applicable Laws or regulations, our KYC and AML policies; or any of our other Policies.
(l)Confidential Information includes any non-public or proprietary information, know-how and trade secrets (whether in writing, electronically, visually, orally, or otherwise) relating to the discloser or its respective businesses or activities, as well as all notes, analyses, compilations, studies, interpretations or other documents or anything prepared by recipient which contain, reflect or are based upon, in whole or in part, on the non-public or proprietary information, know-how and trade secrets.
(m)Confirmation means a trade confirmation (or similar) relating to a Digital Asset Transaction.
(n)currency means a currency that is declared by law to be valid payment for debts and financial obligations.
(o)Custodial Asset Holder is defined in paragraph 4.O.
(p)Data Processing T&C is defined in paragraph 11.C.
(q)Digital Asset means a digital asset (also called a “cryptocurrency,” “Stablecoin,” “virtual currency,” “digital currency,” or “virtual commodity”), such as bitcoin, ether or USDC, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network supported by the Platform and the Services.
(r)Digital Asset Exchange Services is defined in paragraph 4.A.
(s)Digital Asset Transaction is defined in paragraph 4.D.
(t)Digital Asset Wallet means a digital wallet used in the provision of the Services to enable the storage, tracking, transfer, and management of balances of certain supported Digital Assets.
(u)Eqonex Group means EQONEX, its Affiliates, and affiliated and other group companies of those companies.
(v)Exchange means the electronic trading platform operated by EQONEX for the trading of Digital Assets.
(w)Exchange Account means an account for use of the Services opened in accordance with this Agreement by: (i) you, if you are an individual; or (ii) a Person other than a natural Person, if you are acting on behalf of such Person, as well as the sub-account(s) and User Account(s) opened by you under the account of such Person.
(x)Exchange Rate means the price of a given Accepted Currency as quoted on the Platform.
(y)Fork means the implementation of new or additional source code for a blockchain such that that blockchain is furcated following such implementation.
(z)Gross Withdrawal Amount means the total amount you wish to withdraw from the Exchange Account.
(aa)Infrastructure Participant means any bank, market, clearing house, central clearing counterparty, multilateral trading facility or organized trading facility for currency or Digital Assets.
(bb)Instruction means any instruction given by you (if you are a natural Person) or your authorized representative(s) (or otherwise given on your behalf), in relation to a transaction or other action in connection with a transaction or this Agreement.
(cc)KYC and AML mean the procedures for identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime as set out under applicable Know-Your-Customer and Anit-Money-Laundering policies.
(dd)Loss or loss includes any loss, damage, demand, claims, liabilities and costs of any kind, whether past, present, or future, actual or contingent.
(ee)Market Data means the data generated by the Exchange, including pricing, volume, and other trade-related data.
(ff)MAS means the Monetary Authority of Singapore.
(gg)Net Withdrawal Amount means the Gross Withdrawal Amount minus any withdrawal fees.
(hh)Network Event in relation to a Digital Asset means:
(i) a Fork, Airdrop or other event which results in the generation of new or alternate Digital Assets from an existing Digital Asset, and which creates rights of an existing Digital Asset holder to receive or otherwise control the newly created Digital Assets immediately after the Network Event; or
(ii) any event in respect of any protocol underlying a Digital Asset, which is exogenous to EQONEX, and results in loss of control or ownership of Digital Assets held by EQONEX or by you, including any consensus by a relevant network protocol to fail to honor or record a Digital Asset Transaction on the network, or to revert any Digital Asset Transaction previously honored or recorded on the network.
(ii)Network Participant means a Person who has the ability to cause the happening of a Network Event, including any group of Persons or entities acting in concert.
(jj)Non-Cooperative Jurisdiction means any country or territory that has been designated as non- cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. See FATF-GAFI.ORG - Financial Action Task Force (FATF) for FATF’s list of non-cooperative countries and territories.
(kk)OFAC means the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/.
(ll)Person means any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively. Person includes a natural person, corporate or incorporated body (whether or not having separate legal personality), and where the context permits, that Person's personal representatives, successors and permitted assigns.
(mm)Personal Data means personally identifiable information or personal data as defined under the laws of the respective jurisdiction applicable to the Service to be performed and, in any event: (i) any information that can be used to distinguish or trace an individual’s identity, such as person’s name, date and place of birth, biometric records mother’s maiden name, address, email address, telephone number, social security number, state identification or driver’s license numbers, account information, PIN numbers, access and security codes, login information; and (ii) any other information that is linked or linkable to an individual, such as information about a person’s sex, age, income, health or medical information, educational, financial and employment information. Personal Data includes whole or partial copies of such information or materials derived from such information.
(nn)Platform means any website, software application, mobile application, API and other system used to provide the Service.
(pp)Prevailing Market Price means the median price of a Digital Asset as provided on Cryptocurrency Prices, Portfolio, Forum, Rankings (or a similar alternative in case of unavailability) for the relevant twenty-four-hour period.
(qq)Prohibited Business and Prohibited Use are defined in the Prohibited Use Policy.
(rr)PSN02 means Notice PSN02 Prevention of Money Laundering and Countering the Financing of Terrorism – Digital Payment Token Service, issued by the Monetary Authority of Singapore.
(ss)Related Account is defined in paragraph 8.C.
(tt)Restricted Party means a person that is: (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority has been prohibited or restricted by law from engaging in trade, business or other activities);
(uu)Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; (v) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the OFAC, the United States Department of State, and Her Majesty’s Treasury (“HMT”) or (vi) similar sanctions or measures imposed by the Government of Singapore (collectively, the “Sanctions Authorities”);
(vv)Sanctions List means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;
(ww)Service means the Digital Asset Exchange Services and Additional Services collectively.
(xx)Tax means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any Government agency together with any related interest, penalties, fines and expenses in connection with them.
(yy)Testnet Platform means the sandbox version of the trading platform operated by EQONEX for testing purposes, which is largely based upon the Platform. All terms and conditions of this Agreement that can, by their nature, apply to the user of the Testnet Platform will so apply by virtue of any user of the Testnet Platform.
(zz)USD means United States Dollar, the lawful currency of the United States of America.
(aaa)USDC means USD Coin, a digital stable coin that is pegged to the USD.
(bbb)User Account is defined in paragraph 2.A.
(ccc)User Account login credentials means any means any required form of authentication required for accessing the Exchange Account, conduct Digital Asset Transactions or in general use the Services, including login, password and API Authentication.
A. Account Opening. Only individuals or institutions that have opened an Exchange Account and successfully completed our KYC and AML procedures are considered EQONEX customers and may use the Services, provided that you may use the Testnet platform prior to becoming a customer, in which case you will be bound by all relevant provisions of this Agreement. By using an Exchange Account, you agree and represent that you will use the Exchange Account and the Services only for yourself, and not on behalf of any third-party, unless you have obtained prior written approval from EQONEX in accordance with applicable paragraphs of this Agreement. If you would like to provide access to your Exchange Account to another individual or institution, this individual or institution must register a user account (“User Account”) to your Exchange Account. You are fully responsible for all activities that occurs under and in connection with your Exchange Account. We may, in our sole discretion, refuse to open an Exchange Account for you, or limit the number of Exchange Accounts or User Accounts that you may hold or suspend or terminate any Exchange Account or User Account, or the trading of specific Digital Assets in the Exchange Account.
B. Third-party Access. Where permission is granted to a third-party to access or connect to your Exchange Account in accordance with this Agreement, you acknowledge that granting permission to a third-party to take specific actions on your behalf does not relieve you of any responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third-party with access to or connection to your Exchange Account and any action of such third-party will be considered to be an action authorized by you. Further, you acknowledge and agree that you will not hold EQONEX responsible for, and will indemnify EQONEX from, any liability arising out of or related to any act or omission of any third-party with access to or connection with your Exchange Account.
C. KYC and AML and Data Sharing. You must successfully complete certain verification procedures before, and in order to continue, using the Services, and the limits that apply to your use of the Services may be altered as a result of information, including KYC and AML related information, collected on an ongoing basis. The KYC and AML processes under this Agreement are performed by EQONEX, as well as other third parties instructed by EQONEX (together with EQONEX, the “Compliance Partners”). You agree to provide the Compliance Partners with the information requested for the purposes of KYC and AML, which information may include Personal Data, and permit record keeping and sharing of such information and the results of the KYC and AML process (together, the “Compliance Information”) to the Compliance Partners and other providers of services ancillary to the Services. You agree that we may withhold any and all assets in your Exchange Account until such time as KYC and AML verifications are successfully completed. This will also apply in any subsequent KYC and AML queries.
D. Authorization. Any provision of this Agreement to the contrary notwithstanding: (a) EQONEX is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any anti-money laundering, countering the financing of terrorism or economic or trade sanctions laws (“AML/CFT provisions”) applicable to EQONEX or the Eqonex Group; (b) you must provide to the Compliance Partners upon request all information and documents that are within your possession, custody or control reasonably required by EQONEX from time to time, and as necessary in order for EQONEX to comply with any AML/CFT provisions or ongoing customer due diligence requirements or regulations applicable to EQONEX or the Eqonex Group; and (c) you authorize the Compliance Partners to make enquiries, whether directly or through third-parties, that the Compliance Partners consider necessary to verify identities, the provenance of any Digital Asset or currency, or protect you and/or EQONEX against fraud or other financial crime, and to take action the Compliance Partners reasonably deem necessary based on the results of such inquiries on an ongoing basis. You acknowledge and agree that (a) each Compliance Partner reserves the right to transmit your Compliance Information, Confidential Information, as well as activities in the Exchange Account or User Account, to other Compliance Partners, credit reference and fraud prevention and financial crime agencies, law enforcement institutions, state authorities, and financial institutions, if such is necessary to comply with relevant legislation, and in order to identify whether this Agreement and relevant legislation have not been violated; (b) you will exercise your rights and perform your obligations under this Agreement in accordance with all applicable AML/CFT provisions and ongoing customer due diligence requirements and regulations; (c) you will provide evidence of due authority and specimen signatures for each Person using the Services; and (d) EQONEX may take time to consider, verify, reverse or block a Digital Asset Transaction, if you or any other Person in connection with a Digital Asset Transaction is/are or becomes a sanctioned Person, or upon the occurrence of a match on sanction filters.
E. Account Closure. You may close your Exchange Account or User Account at any time. You agree and understand that closing an Exchange Account or User Account will not affect any rights and obligations in relation to such account incurred prior to the date of the closure of such account. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this Agreement, provide transfer instructions of where to transfer any currency or Digital Assets remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including attorney and court fees or transfer costs of currency or Digital Assets) associated with the closing of the Exchange Account or User Account (as the case may be). In the event that the costs of closing of the Exchange Account exceeds the value in your Exchange Account, you will be responsible for reimbursing us for any such costs exceeding the value in your Exchange Account. You may not close any of your Exchange Accounts to avoid paying any fees otherwise due or to avoid any examination related to our KYC and AML procedures.
F. Right of Offset. You agree and understand that we have the right to offset: (a) negative balances in any Digital Asset Wallet by buying the necessary amount of Digital Assets at the Prevailing Market Price to offset such negative balances by debiting funds using your selected payment method(s); and (b) any and all debts owed to EQONEX through the offset of balances of your Exchange Account or any Related Account.
G. Account Funding. Before you engage in a trade on the Exchange you must ensure that the Exchange Account is sufficiently funded to effect such trade (including applicable fees). The Exchange Account must at all times have a sufficient applicable funds balance to satisfy any open order, the required margin, and applicable fees and costs. In the event that the Exchange Account does not have sufficient funds to fulfill an order, we may cancel the entire order or may fulfill an order partially to the extent it can be covered by the funds in your Exchange Account (after deducting any relevant fees and costs payable in connection with the trade).
(a) EQONEX may make currency conversions in respect of any amount received by EQONEX from you or due to you from EQONEX at a rate EQONEX reasonably considers appropriate. You agree to indemnify EQONEX on demand for any shortfall in any amount received by EQONEX from you arising from a currency conversion.
(b) You waive any right you may have in any jurisdiction to pay any amount other than in the currency in which it is due. If EQONEX receives an amount in a currency other than that in which it is due:
(i) EQONEX may, at its sole discretion, convert the amount received by EQONEX into the due currency on any date and at any rate(s) EQONEX reasonably considers appropriate. EQONEX may deduct its Costs incurred in the conversion; and
(ii) you satisfy your obligations to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the costs of the conversion.
(c) You must comply with all exchange control laws in connection with this Agreement.
(d) If a jurisdiction restricts the availability or transfer of its currency, or EQONEX is otherwise unable to pay in a particular currency, EQONEX need not make any payment to you in that currency and EQONEX may instead make such payment in any other currency EQONEX considers appropriate, using a rate EQONEX reasonably considers appropriate.
(e) If a judgment, order or proof of debt for or the recovery of an amount in connection with this Agreement is expressed in a currency other than that in which the amount is due under this agreement, then you agree to indemnify EQONEX on demand against:
(i) any difference arising from converting the other currency if the rate of exchange EQONEX uses under this Agreement for converting currency when EQONEX receives a payment in the other currency is less favorable to EQONEX than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and
(ii) the costs of conversion.
(f) Your Exchange Account is denominated in USDC. Any non-USDC currency deposit or withdrawal will result in a trade to sell the currency and purchase the equivalent amount of USDC or vice-versa, subject to confirmation of the USD/USDC price parity (i.e. 1:1).
I. Conditions Precedent to Payments etc. by EQONEX. Each of EQONEX’ obligations to make a payment or delivery, or to perform an obligation referred to in Agreement, is subject to the conditions precedent that:
(a) EQONEX is satisfied that you have fulfilled your corresponding obligations (if any) in accordance with all applicable terms of this Agreement; and
(b) no event provided for in Section 8 (Suspension, Termination, and Cancellation) has occurred and is continuing.
J. Sophisticated Investing. You agree and understand that by accessing the Platform and using the Services, you have sufficient knowledge to use the Services. You are solely responsible for making sure that any orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require secondary electronic, verbal, written or other confirmation before acting if any activity relating to your Exchange Account is determined by EQONEX to be, at the sole discretion of EQONEX, outside of its normal range of activities. You agree and understand that the Platform and Services cannot be accessed or used by any Person in any jurisdiction where the provision or use thereof would be contrary to any applicable laws and regulations, the rules or regulations of any governmental authority or regulatory organization, or where EQONEX is not authorized to provide the Services or grant access to the Platform. EQONEX may not be available in all jurisdictions.
3. GENERAL INFORMATION
A. Risks. Please note the following risks in accessing or using the Services (the list is given for illustrative purposes only and is not exhaustive):
(a) the risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
(b) the price and liquidity of Digital Assets may have been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
(c) legislative and regulatory changes or actions at the national, state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets;
(d) Digital Assets in the Digital Asset Wallet(s) of the Exchange Account are not subject to any deposit insurance protection or any other similar insurance or scheme;
(e) Digital Assets are not legal tender and are not backed by a government;
(f) transactions in Digital Assets are deemed irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
(g) some Digital Asset transactions will be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you completed the transaction;
(h) the value of any particular Digital Asset may be derived from the continued willingness of market participants to exchange currency or other digital assets for such Digital Asset, which may result in the potential for permanent and total loss of value of such Digital Asset should the market for such Digital Asset fail or cease to exist;
(i) the nature of Digital Assets may lead to an increased risk of fraud, hacking, or cyber-attack, and may mean that technological difficulties experienced by EQONEX or third-party providers may prevent the access to, release of, or use of Digital Assets or the execution of the Services; and
(j) any insurance maintained by EQONEX or third-party service providers may not be sufficient to cover all losses incurred by you.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for you, and that EQONEX does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You agree and understand that your access and use of the Services are at your own risk.; however, this brief statement does not disclose all of the risks associated with Digital Assets and using the Services. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds and Digital Assets in your Exchange Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position. You should not acquire any Digital Assets unless you can afford to lose the entire value of those Digital Assets.
B. Recording and Recordkeeping. You agree and understand that for our mutual protection we may electronically record any telephone conversation we have with you. You also agree and understand that we maintain and retain records of all information, activities, and communications relating to your Exchange Account, Digital Asset Wallet, User Account, and your use of the Platform and our Services.
C. Conduct. You are expected to treat our employees and third-party personnel, including our customer support team, with respect. Any use of inappropriate or abusive language is strictly prohibited and any abusive behavior is a direct violation of our code of conduct and this Agreement. If you engage in this type of behavior, we may terminate your account.
D. Proprietary Rights and Limitations of Use.
(a) The Platform, Market Data, and APIs are proprietary to EQONEX. The Platform, Market Data and Services are protected by copyright and other applicable intellectual property laws. You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store our source code or similar proprietary or confidential data or other similar information provided via the Platform, save as in accordance with this Agreement or otherwise with our express prior written consent. You may not use the Platform, the Market Data, or Services for any unlawful or otherwise inappropriate purpose. We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use the Platform and to access our Services and other informational content through the Platform in accordance with our Policies and this Agreement. All other uses are prohibited. EQONEX reserves All rights in and to the Platform, the Market Data, and Services that are not granted herein.
(b) Unless we agree in writing, you may not alter, manipulate, or misrepresent Market Data, or present Market Data in a false or misleading light. Further, you may not, without our prior written permission: (i) redistribute, display, or disseminate the Market to any third-party; (ii) use Market Data, directly or indirectly, to create any of the following derived works, whether for internal use or otherwise: indexes, fixings, or other benchmarks; generic or fair value prices; or valuations of Digital Assets, digital tokens, securities, or financial derivatives (whether for purposes of settlement or otherwise); (iii) use any Market Data for issuance of, or the amount payable under, a financial instrument or a financial contract; or (iv) any other use that is not directly related to any Digital Asset Transaction.
A. Exchange Services. This Agreement sets out the terms and conditions that apply to all Digital Asset Transactions entered into during the term of this Agreement. It supplements the terms and conditions applicable to other products and services that EQONEX or the Eqonex Group may provide to you from time to time. EQONEX may, by itself or by way of a Eqonex Group company or a service provider, provide you with the following services (“Digital Asset Exchange Services”):
(a) one or more hosted Digital Asset Wallet(s); and
(b) a Digital Asset exchange service enabling you to obtain prices for Digital Assets, trade Accepted Currencies for Digital Assets and vice versa and trade one type of Digital Asset for another type of Digital Asset (subject to certain restrictions).
The range of services available to you will depend in part upon the jurisdiction from which you access the Platform or use the Services.
For the avoidance of doubt, Eqonex does not permit the exchange or conversion of a Digital Asset to any Accepted Currency, of one type of Digital Asset to another type of Digital Asset, nor of one Accepted Currency to another Accepted Currency, where such exchange or conversion is not done as part of a Digital Asset Transaction.
B. Additional Services. In addition to the Digital Asset Exchange Services, additional services may be made available by EQONEX or the Eqonex Group or service providers (“Additional Services”) to users that fulfil certain eligibility criteria including Testnet Platform access, API connectivity or Market Data.
C. Fees and Costs. In consideration for the use of the Services, you agree to pay to EQONEX the appropriate fees, as set forth in our fee schedule displayed on the Platform (“Fee Schedule”), which we may revise or update in our sole discretion from time to time, as well as any other fees and costs (in this Agreement costs include expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of currency or Digital Assets)) charged by third-parties to EQONEX (including miner fees, Digital Asset Holder fees, etc.) or otherwise associated with your use of the Services (such as due to deposit or withdrawal failures due to wrong or missing bank information, etc.). On request, we may make available an alternative fee schedule (“Alternative Fee Schedule”) to users who satisfy certain criteria (such as in relation to trading volume), which are determined by us in our sole discretion from time to time. You authorize us to deduct any applicable fees from your Exchange Account at the time you make a given transaction. You agree that any revision to the Fee Schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward. All payments to be made by you in connection with this Agreement are calculated without regard to any Tax, including goods and services tax, consumption tax and value added tax. If any Tax is payable in connection with any payment by you to EQONEX, you must pay EQONEX an additional amount equal to the payment multiplied by the appropriate rate of Tax and such additional amount shall be payable at the time of making the payment to EQONEX.
D. Digital Asset Wallet. Your Digital Asset Wallet enables you to: (a) send Digital Assets to, and request, receive, and store Digital Assets from, third-parties; and (b) use the Exchange to transact in Digital Assets, by giving instructions through the Platform (each such transaction is a “Digital Asset Transaction”). The Digital Asset Exchange Services enable you to buy Digital Assets using Accepted Currencies for the purpose of a Digital Asset Transaction. Conversely, when you sell Digital Assets you may elect to receive Accepted Currencies. For the avoidance of doubt, (1) any trade or order of Digital Assets that you cancel or withdraw before EQONEX matches it with a counterpart’s bid or offer (as the case may be) shall not constitute a Digital Asset Transaction nor a transaction that is accepted, processed or executed by EQONEX for the purposes of PSN02, and (2) you shall not use the Services nor the Platform for the sole purpose of exchanging or converting a Digital Asset to any Accepted Currency, or one type of Digital Asset to another type of Digital Asset, or one Accepted Currency to another Accepted Currency, where such exchange or conversion is not done as part of a Digital Asset Transaction.
E. currency Transactions. You may purchase supported Digital Assets by linking a valid payment method to the Digital Asset Wallet or depositing funds into your Exchange Account through a deposit request. We may cancel any deposit request at any time prior to the funds having been deposited into your Exchange Account. You authorize us to debit funds using your selected payment method(s) to complete your purchase. Although EQONEX will attempt to deliver Digital Assets to you as promptly as possible, EQONEX makes no guarantee regarding the amount of time it may take to complete the transaction as funds may be debited from your selected payment method before the status of a Digital Asset Transaction is shown as complete, and it is delivered to the Digital Asset Wallet. You may sell Digital Assets for fiat currency supported by EQONEX. In such circumstances, you authorize us to debit the Digital Asset Wallet and to send instructions to credit your selected payment method(s) in settlement of any transaction you enter into for the sale of your Digital Assets. We will send these instructions as soon as reasonably possible. We may cancel any deposit request at any time prior to the funds having been deposited.
F. Transaction Fulfilment. EQONEX will make reasonable efforts to fulfil all Digital Assets transaction requests, but in some circumstances, we may be unable to. If this is the case, we may notify you and seek your approval to re-attempt to effect the transaction at the current exchange rate. Eqonex shall have the right to withhold, decline or cancel any Digital Assets Transaction without reason.
G. Instructions. EQONEX may act upon Instructions in such manner as may be agreed by EQONEX and received by us, in our absolute discretion, provided that when acting upon Instructions we will act in a reasonable and proper manner, and provided further that: (a) Instructions will continue in full force and effect until cancelled or superseded (except in respect of Instructions executed by us, which can no longer be cancelled); (b) if any Instructions are, or are deemed in our opinion, faulty, illegible, conflicting, unclear or ambiguous, we may refuse to execute such Instructions or reverse Digital Asset Transactions until any fault, illegibility, conflict, lack of clarity or ambiguity has been resolved to our satisfaction; (c) we may further refuse to execute Instructions if in our opinion such Instructions are outside the scope of our duties under this Agreement, conflict with other agreements or obligations we may have or jeopardize us in any other way, or are contrary to any applicable law, rule or other regulatory requirement (whether arising from any governmental authority or self-regulatory organization); (d) we may refuse to carry out Instructions as above even though we may have previously executed other instructions (whether given by you or any other Person) are identical or similar to the Instructions; (e) our third-party providers may refuse to carry out Instructions for any reason; and (f) we may rely in the performance of our duties under this Agreement and without liability on our part, upon any Instructions believed by us in good faith to be given by you or your authorized representative(s) or Authorized Persons (or otherwise to have been given on your behalf) and upon any notice, request, consent, certificate or other instrument believed by us in good faith to be genuine and to be signed or furnished by the proper party or parties thereto, including you or (any of) your authorized representative(s) or Authorized Persons. You are responsible for all Loss resulting from inaccurate Instructions (e.g., if you provide the wrong destination address to us for executing a withdrawal transaction).
H. Availability of Payment Methods. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third-party payment processors. We are not responsible for the availability, or continued availability, of any payment method even if suggested by us. Eqonex GmbH (company number: HRB 14263) with its registered office address at Alte Marktoberdorfer Straße 14, 87616 Marktoberdorf, Germany works with regulated payment service providers to deliver card payment options for your purchase of supported Digital Assets on EQONEX. Eqonex GmbH is governed by the laws of Germany.
I. Exchange Rates. Each Digital Asset Transaction is subject to the Exchange Rate for the given transaction. The Exchange Rate is stated either as a “Buy Price” or as a “Sell Price”, which is the price at which you may buy or sell Digital Assets, respectively. You acknowledge that the Buy Price may not always be the same as the Sell Price, and that we may add a margin or spread to the quoted Exchange Rate. You agree to accept the applicable Exchange Rate when you authorize a transaction. You can learn more about EQONEX’ Exchange Rates on the Platform. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and/or sell a particular Digital Asset on the open market at any particular price or time.
J. Authorizations - Reversals - Cancellations. By clicking the “Buy” or “Sell” button on the Platform, you are authorizing EQONEX to initiate the transaction at the quoted Buy Price or Sell Price and you agree to all associated fees and costs (if any). You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your source of funds has insufficient funds, you authorize us, in our sole discretion, either to cancel the transaction or to debit your other sources of funds, including Digital Asset Wallet balances, in any amount necessary to complete the transaction. You acknowledge and agree that You are solely responsible for maintaining an adequate balance and/or sufficient credit limits in your sources of funds in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider.
K. Digital Asset Transactions.
(a) We will process Digital Asset Transactions in accordance with your Instructions. You acknowledge and agree that it is your sole responsibility to verify all the details of an Instruction prior to submitting such Instruction to us. We do not guarantee the identity of any user, receiver, requestee or other third-party and we will have no liability or responsibility for ensuring that any Instruction you provide is accurate and complete.
(b) Digital Asset Transactions cannot be reversed once they have been broadcasted to the relevant Digital Assets network.
(c) We may charge blockchain network fees (“miner fees”) to process a Digital Asset Transaction on your behalf. We will calculate the miner fees at our sole discretion, although we will always notify you of the miner fees at (or before) the time you authorize the proposed Digital Asset Transaction. Miner fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third-party sends Digital Assets to an EQONEX deposit address from an external wallet not hosted on EQONEX, the Person initiating the transfer is solely responsible for executing the transfer properly, which may include, among other things, payment of all applicable fees and costs in order for the transfer to be successful. Non-payment of all applicable fees and costs may cause your transfer to remain in a pending state outside of EQONEX’ control and we are not responsible for any loss incurred as a result of any error relating to a transfer from an external wallet and have no obligation to assist in the remediation of such transfers.
(d) Once submitted to a Digital Asset network, a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A transaction is not deemed complete, accepted or processed by EQONEX while it is in a pending state. Digital Asset associated with Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in the Digital Asset Wallet balance or be available to conduct Digital Asset Transactions until confirmed by the network.
(e) EQONEX may refuse to process or cancel any pending transaction as required by contract, law, regulation or any court of competent jurisdiction or other authority to which EQONEX is subject in any jurisdiction.
(f) A transaction on the Platform may fail for several reasons, including due to change in prices, insufficient margin, or unanticipated technical difficulties. We make no representation or warranty that any transaction will be executed properly, in a timely manner or executed at all. We are under no circumstances liable for any loss or injury suffered by a failure of a transaction to complete properly, in a timely manner or completed at all. Further, we are in no way responsible for notifying you of a transaction failure, although you may check for any such failures on the Platform. You acknowledge and agree that it is your sole responsibility to determine and inquire into the failure of any transaction which you initiate.
(g) In the event that you receive any data, information, or software through the Platform or the Services other than that which you are entitled to receive pursuant to the Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Digital Assets and we cannot comply with such request without closing part or all of your open positions, we will not comply with the request until you have closed such open positions so as to allow you to make the withdrawal.
L. Confirmation and Other Communications.
(a) EQONEX may send you a Confirmation setting out certain details of a Digital Asset Transaction.
(b) You must notify EQONEX immediately if you believe that the details of a Digital Asset Transaction are not correctly set out in the Confirmation.
(c) Unless we are notified otherwise by you in accordance with this Agreement, a Confirmation is deemed to set out the details of the relevant Digital Asset Transaction accurately and correctly.
(d) The existence of a binding Digital Asset Transaction is not conditional on either EQONEX’ issuance or your receipt of a Confirmation for that Digital Asset Transaction. Accordingly, your failure to receive a Confirmation does not invalidate or otherwise prejudice the existence of a Digital Asset Transaction.
(e) You acknowledge that EQONEX may complete your Instructions using multiple transactions and you authorize EQONEX to consolidate those transactions into a single Confirmation and specify the volume weighted average price for such transactions.
(f) You agree that EQONEX may dispatch, in its discretion, any Confirmation, statement or other document relating to a Digital Asset Transaction (“Transaction Communication”) in any format through any of the following methods: (i) in hard copy (paper-based) format at your mailing address in the most recent records of EQONEX; (ii) in electronic form to your email address(es) in the most recent records of EQONEX; (iii) through a standing facility through which you can obtain or view that electronic form of the Transaction Communication; or (iv) in any other form and manner permitted by applicable law.
(g) After receiving any Transaction Communication, you acknowledge and agree that it is your sole responsibility to review such Transaction Communication and notify EQONEX in writing of any errors within fourteen (14) days. If EQONEX does not receive any written objection from you in accordance with these requirements, you are deemed to have accepted all the details contained in the Transaction Communication as true and accurate in all respects.
(h) You have no right to object to any details contained in a Transaction Communication if those details have already been previously stated in another Transaction Communication that you have accepted (or are deemed to have accepted) as true and accurate.
(i) All Transaction Communications are for your information and reference purposes only and are not binding on EQONEX.
(j) EQONEX may issue a further Transaction Communication if any previous one contained any errors or omissions, in which case, that further Transaction Communication will supersede the first mentioned Transaction Communication in all respects (unless it states otherwise).
M. Supported Digital Assets. Our Digital Asset Exchange Services are available only in connection with Digital Assets, and this may change from time to time. Under no circumstances should you attempt to use the Digital Asset Wallet to store, send, request, or receive digital assets in any form that we do not support (although we will use reasonable efforts to help you move or sell Digital assets that we no longer support and that are contained in your Digital Asset Wallet). We assume no responsibility or liability arising from or in connection with any use, or attempt to use, of the Digital Asset Wallet for digital assets that we do not support.
N. Recurring Digital Asset Transactions. If you set up a recurring purchase of Digital Assets (a “Recurring Transaction”), you authorize us to initiate recurring electronic payments (e.g. direct debits or direct credits) from your specified payment account (whether a bank account or otherwise) at the time of each purchase of Digital Assets under a Recurring Transaction. Your recurring transactions will occur in identical, periodic instalments, based on your period selection (e.g., daily, weekly, monthly), until either you or EQONEX cancels the recurring Transaction. If your specified payment account is a bank account, and a purchase of Digital Assets under such Recurring transaction falls on a weekend or holiday in the location in which your bank account is located, or after the business hours of such bank with which the bank account is maintained, the credit to or debit from (as the case may be) such bank account will be executed on the next Business Day, provided always that the fees and costs applicable at the time of the purchase of Digital Assets under the Recurring transaction will apply. If the entity with which your specified payment account is maintained with is unable to process any payment to EQONEX, we will notify you of such failure to process and you agree that we may avail ourselves of any one or more of the remedies set forth in this Agreement to recover any amount owed by you to EQONEX. The authorization under this paragraph will remain in full force and effect in relation to each Recurring Transaction until you provide us with written notice stating the Recurring Transaction(s) which you wish to withdraw such authorization, subject to there being no outstanding obligations due from you to EQONEX in relation to each such Recurring Transaction which you wish to withdraw such authorization. You acknowledge and agree that it shall be your sole responsibility to notify EQONEX in writing of any changes in information relating to your specified payment account prior to a purchase of Digital Assets under a Recurring Transaction. EQONEX may, at any time, terminate any Recurring Transaction by providing notice to you.
O. Digital Asset Title. All Digital Assets held in the Digital Asset Wallet are custodial assets held by the Eqonex Group or third-party custodians (each a “Custodial Asset Holder”) for your benefit. Among other things, this means:
(a) title to Digital Assets will at all times remain with you and will not transfer to any Custodial Asset Holder and you shall bear all risk of loss of such Digital Assets. No Custodial Asset Holder will have any liability for fluctuations in the currency value of Digital Assets held in the Digital Asset Wallet;
(b) you control the Digital Assets held in the Digital Asset Wallet. Unless provided otherwise in this Agreement or the Policies, and subject to any outages or downtime of the Platform or the Services, you may withdraw your Digital Assets at any time by sending it to a different blockchain address controlled by you or a third-party; and
(c) In order to custodize the Digital Asset more securely, EQONEX may use shared blockchain addresses, controlled by the Custodial Asset Holder, to hold the Digital Assets on your behalf. Although we maintain separate ledger accounting entries for users of the Exchange and Eqonex Group accounts, no Custodial Asset Holder will have any obligation to segregate, by blockchain address, Digital Assets owned by you from Digital Assets owned by other users or by any Custodial Asset Holder.
P. Custodial Asset Holder Agreement. To the extent applicable to the Digital Assets, by entering into this Agreement you agree to be bound by any agreement entered into by EQONEX with a Custodial Asset Holder.
Q. Delays. Digital Asset Transactions, payments and withdrawals, the receipt of Instructions and other aspects of the Platform and the Services may be delayed for various reasons and we cannot be held responsible for any Loss arising from or in connection with such delays under any circumstances. For example, there may be delays due to third-party checks or service unavailability or slowdowns, or since the Custodial Asset Holder securely stores Digital Asset private keys, in a combination of online and offline storage, which are the means by which you can securely approve a Digital Asset Transaction. Delays may also occur when, as a result of the security protocols and KYC and AML procedures of EQONEX and/or third parties engaged by EQONEX, it may be necessary to retrieve private keys or related information from offline storage in order to facilitate a Digital Asset Transaction in accordance with your Instructions.
R. Third-party Payments. We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from, or sell to, any third-party (including other users of the Platform) using Digital Assets transacted on the Platform. If you experience any such problem, or if you have a dispute with any such third-party, you should resolve the dispute directly with that third-party.
S. Overdue Payments. Unless stated otherwise by EQONEX, at the date on which any amount owed by you to EQONEX under this Agreement falls due (“Due Date”) and is not paid by the Due Date, you agree to pay interest on such amount at the prevailing default interest rate determined by EQONEX, from the day immediately following such Due Date until such amount is fully repaid (including any interest incurred on such amount). This rate is revised by EQONEX periodically and is available from EQONEX on request.
T. No Refund – Cancellation Costs. You are not entitled to any refund of any fees or costs or any interest you have paid, or subsidy you have received, including where you cancel a Digital Asset transaction, or this Agreement ends, except where the cancellation is due to a technical error in processing or otherwise in which case your remedy is as provided under paragraph 8.A.(o). If this Agreement ends or you cancel a transaction (other than as provided for under paragraph 8.A.(o)), EQONEX may require you to pay interest and costs incurred in connection with this Agreement or that transaction. This includes any costs incurred in connection with the preparation of documents, even if these documents have not yet been executed.
U. Changes. We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without notice to you and without liability. We may decline to process any Instructions and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to this Agreement.
V. Payment and Deliveries in Full.
(a) All payments and deliveries to be made to EQONEX under this Agreement must be received by us on or before the due date (in the case of payments to be made) or date of delivery (in the case of Digital Assets to be delivered) in full in immediately available Accepted Currency that EQONEX specifies and without set off, counterclaim or deduction or withholding (including on account of any Tax) unless any such deduction or withholding is required under any applicable law.
(b) EQONEX has sole discretion in relation to determining whether or not a payment or delivery has been made.
W. Delivery of Digital Assets.
(a) You agree to deliver, or procure the delivery of, all relevant Digital Assets for the purposes of a Digital Asset Transaction or otherwise pursuant to this Agreement, as directed by EQONEX.
(b) Where you deliver any Digital Assets to EQONEX, such Digital Assets are only considered to be received by EQONEX when EQONEX has verified that such Digital Assets have been transferred into the sole name of EQONEX or its nominee (as the case may be) in accordance with our directions.
(c) EQONEX agrees to deliver, or procure the delivery of, all relevant Digital Assets for the purposes of a Digital Asset Transaction to you. Unless otherwise agreed by EQONEX, all such deliveries will only be made to an account or address held in your name, of which the details of such account or address (as the case may be) must be notified to EQONEX in accordance with our instructions. EQONEX’ delivery obligations are satisfied upon the completion of its usual procedures to effect the transfer of such Digital Assets.
(d) EQONEX may, acting in good faith and in a commercially reasonable manner, refuse to accept or make (or accept or make on such terms as it may determine) any delivery of Digital Assets from or to you and EQONEX will provide notice of any such refusal or terms as soon as reasonably practicable.
(a) Where any applicable law requires you to deduct any Tax from a payment to EQONEX, you agree to pay the amount of tax directly to the relevant Government agency in accordance with applicable law and pay the amount due from you to EQONEX in full.
(b) EQONEX may be required to withhold payments (whether in part or in whole) to you and pass such withheld amounts to the relevant Government agency. If at any time any relevant Government agency requires EQONEX to make a deduction or withholding on any payment (whether in part or in whole) due to you, you agree to accept receipt of such payment net of the tax payable.
Y. Value Added Tax. All payments to be made from EQONEX to you or from you to EQONEX (as the case may be) in connection with this Agreement are calculated without regard to any Tax, including any goods and services tax, consumption tax, value added tax or any tax of a similar nature. If any Tax is payable, then the payment to be made from EQONEX to you or from you to EQONEX (as the case may be) will be adjusted accordingly to take into account such tax.
Z. Reversals. Notwithstanding anything to the contrary in this Agreement, EQONEX may cancel or reverse any payment made by EQONEX to you pursuant to this Agreement to correct any mistake in relation to such payment or if EQONEX has other reasonable grounds for doing so. You acknowledge and agree that EQONEX will not be liable to you for any Loss arising from or in connection with any cancellation or reversal made by EQONEX under this paragraph. Where a cancellation or reversal is not reasonably practicable, you agree to repay, on the request of EQONEX, the amount EQONEX would have otherwise received had such cancellation or reversal been carried out.
AA. Testnet Platform. You acknowledge, agree and understand that:
(a) The Testnet Platform is provided for informational and testing purposes, and not for educational purposes;
(b) whilst the Testnet Platform strives to use the same market data and indices provided through the Platform, there may be discrepancies between the Testnet Platform and the Platform; and
(c) any past performance and experience on and with the Testnet Platform are not a reliable indicator of future returns, performance and experience with the Platform.
5. TRANSACTION LIMITS AND ADDITIONAL DUE DILIGENCE
A. Transaction Limits. The use of all Services is subject to a limit on the volume, stated in Accepted Currency, you may transact or transfer in a given period (e.g. daily). Please see our Policies for further details. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request in writing to EQONEX.
B. Additional Due Diligence. We may require you to submit additional information about you or your business, provide records, and arrange for meetings with EQONEX staff if you wish to raise your limits (“Additional Due Diligence”). We reserve the right to charge you fees and costs associated with such Additional Due Diligence, such fees and costs, if any, to be notified to you in advance to allow you to decide whether to proceed with the request. At our sole discretion, we may refuse to raise your limits, or we may lower your limits at subsequent times even if you have completed Additional Due Diligence.
6. REPRESENTATION AND WARRANTIES
A. EQONEX Representations and Warranties. EQONEX represents and warrants to you as follows, which representations and warranties will be deemed to be continuing during the term of this Agreement:
(a) EQONEX is a company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed. EQONEX has taken the necessary actions to allow EQONEX to enter into this Agreement, to carry out its obligations hereunder and to consummate the Services contemplated hereby;
(b) neither EQONEX, nor any Person who controls EQONEX or any Person for whom EQONEX is acting as an agent or nominee (as the case may be): (i) bears a name that appears on the MAS’ Lists of Designated Individuals and Entities* (“MAS List”); or any List of Specially Designated Nationals and Blocked Persons maintained by OFAC (“OFAC List”), or such similar list maintained by any country, in each case, as may be amended from time to time; or (iii) resides in or transfers funds from or through an account in a Non-Cooperative Jurisdiction; and
(c) the information provided to you by EQONEX set forth in this Agreement is true and complete in all respects, except to the extent that EQONEX has provided notice of anything to the contrary to you.
B. Your Representations and Warranties. You hereby represent and warrant to EQONEX as follows, which representations and warranties will be deemed to be continuing during the term of this Agreement:
(a) where you are a natural Person, you are of at least 18 years of age and are of legal age under applicable law to form a binding contract, and you are not a US Person, a resident in, or citizen of, the United States of America. Where you are not a natural Person, you are: (i) not incorporated, organized, registered or otherwise formed under the laws of the United States of America; and (ii) no US Persons, residents in, or citizens of, the United States of America have any interest in you (whether by way of shareholding or otherwise);
(b) if you are not a natural Person, that you are validly existing and in good standing under the laws of the jurisdiction in which you are incorporated, organized, registered or otherwise formed. You have all necessary power and authority to enter into this Agreement, to carry out your obligations hereunder and to consummate the Services contemplated hereby;
(c) this Agreement constitutes a valid and legally binding obligation for you, enforceable against you in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally;
(d) neither the entering into this Agreement, nor the consummation of the Services contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which you are subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which you are a party;
(e) neither you (nor, if you are not a natural person, any Person who controls you) nor any Person for whom you are acting as an agent or nominee, as applicable: (i) bears a name that appears on the MAS List, or OFAC List, or such similar list maintained by any country and from time to time; or (iii) resides in or transfers funds from or through an account in a Non-Cooperative Jurisdiction;
(f) you operate in full compliance with all applicable laws, rules, and regulations in each jurisdiction in which you operate. You further understand that any fines or penalties imposed on EQONEX as a result of a violation by you of any applicable securities regulation or law may, at EQONEX’ discretion, be passed on to you and you acknowledge and represent that you will be responsible for payment to EQONEX of such fines;
(g) you are currently in good standing with all relevant government agencies, departments, regulatory or supervisory bodies in all relevant jurisdictions in which you do business, and you will immediately notify EQONEX if you cease to be in good standing with any such entities;
(h) you will promptly provide such information as EQONEX may reasonably request from time to time regarding: (i) your policies, procedures, and activities which relate to the Platform and the Services in any manner, as determined by EQONEX in its sole and absolute discretion; and (ii) any transaction which involves the use of the Platform and the Services, to the extent reasonably necessary to comply with applicable law, or the guidance or direction of, or request from, any regulatory authority or financial institution, provided that such information may be redacted to remove confidential commercial information not relevant to the requirements of this Agreement;
(i) you will not deposit to an Exchange Account any Digital Asset that is not supported by the Platform or the Services and you will deposit in each Digital Asset Wallet only the Accepted Currency corresponding to such wallet;
(j) you own, or possess lawful authorization to transact in, the Digital Assets you are transferring, sending, selling or trading and there are no present, pending or threatened claim, legal action, proceeding, suit, litigation, prosecution, investigation, enquiry or arbitration in relation to any such Digital Assets, and no Person having commenced, or threatened to commence, any proceedings or investigation for the purpose of prohibiting or otherwise challenging or interfering with your use, or intended use, of the said Digital Assets as contemplated by this Agreement;
(k) you will not make any public statement, including any press release, media release, or blog post which mentions or refers to EQONEX or a partnership between you and EQONEX, without the prior written consent of EQONEX;
(l) unless otherwise agreed in writing with EQONEX, you will not create more than one Exchange Account and you may only use the Exchange Account registered in your name;
(m) all information provided by you to EQONEX in the course of negotiating this Agreement and your onboarding as an EQONEX customer and user of the Platform and the Services is complete, true, and accurate in all material respects, and no material information has been excluded and further that you will not be using Information that is not your own (e.g. name, address, email address, etc.); or using someone else’s EQONEX exchange account;
(n) no agent, broker, finder or other third-party acting on your behalf is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee from EQONEX in connection with the Platform and the Services contemplated by this Agreement;
(o) you will not use the Platform, Services or Exchange Account for any illegal activities, including illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities, any prohibited market practices, or any activity for the purpose of avoiding any form of government or regulatory controls, including exchange controls, that may be applicable to you;
(p) you acknowledge and agree that Digital Assets, including tokens, may be de-listed or may lead to forced conversion to another Accepted Currency, including a forced conversion in the event a Digital Asset or currency no longer is, permanently or temporarily, an Accepted Currency;
(q) you will not set up automated systems for use with the Platform and the Services (e.g. monitoring) except through APIs authorized by us and only for the purposes of conducting normal business;
(r) you will abide by all Policies including Policies on fees and costs, verification procedures, trading rules, trading limits, prohibited use;
(s) you will not create any security over any Digital Asset unless we consent in writing;
(t) you will not harass our employees, agents, or other users;
(u) you will take all necessary steps to cooperate in any investigation conducted under or in connection with this Agreement; and
(v) you will, immediately on demand by EQONEX, provide confirmation of your identity or any Information provided by you to us.
A. You agree, understand and acknowledge that:
(a) no information provided under this Agreement constitutes investment advice and EQONEX is not providing and will not provide any fiduciary, advisory, exchange or other similar services to you or any Person related to or affiliated with you, or in connection with any Services;
(b) you are solely responsible for any decision to enter into a Digital Assets Transaction subject to this Agreement, including the independent evaluation of any and all risks related to any transaction and the Digital Assets. You should seek your own professional advice as to the suitability of any Digital Assets Transaction;
(c) in entering into any Digital Assets Transaction subject to this Agreement, you have not relied on any statement or other representation of EQONEX other than as expressly set forth herein;
(d) you must send any Digital Assets to EQONEX: (i) in compliance with the instructions provided by EQONEX or any other party appointed by EQONEX that is involved in the provision of the Services; and (ii) from an address owned or controlled by you. EQONEX may need to return the Digital Assets to the address used to send the Digital Assets and will accept no responsibility where you are unable to access returned Digital Assets. Furthermore, EQONEX assumes no obligation or liability whatsoever regarding any actions of you that do not comply with points (i) or (ii) above;
(e) EQONEX processes Digital Asset deposits and withdrawals according to the instructions received from its users, and EQONEX does not guarantee the identity of any user, receiver, requestee, or other party. You should verify all transaction information prior to submitting instructions to EQONEX. You should manage and keep secure any and all information or devices associated with deposit and withdrawal verification procedures. EQONEX reserves the right to charge miner fees to process a Digital Asset transaction on your behalf. EQONEX will calculate the miner fee, if any, at its discretion;
(f) Where the Net Withdrawal Amount exceed six decimal places, such amount will be truncated and the fees will be adjusted such that the gross, fee and net withdrawal amount add up precisely, which may result in the fees differing from the specified percentage (e.g. 16bps). Where the Gross Withdrawal Amount exceed six decimal places, the amount will be rounded up and the fees will be adjusted such that the gross, fee and net withdrawal amount add up precisely, which may result in the fees differing from the specified percentage (e.g. 16bps). If you make a deposit and the amount exceeds six decimal places, the amount will be truncated, which may result in a lower amount being credited to your Exchange Account;
(g) EQONEX reserves the right to delay, refuse or rescind any transaction (including a Digital Asset Transaction) entered into by you if it perceives a risk of fraud, illegal activity or a risk to the Platform or Services, or a use of the Platform or Services for purposes which EQONEX do not intend for the Platform nor as part of its Services; EQONEX may assign you a new deposit address if deemed necessary for security or operational reasons. You are responsible for sending Digital Assets to the new deposit address;
(h) the Platform and Services are available only in connection with those Digital Assets that EQONEX, in its sole discretion, decides to support. The Digital Assets that EQONEX supports may change from time to time. Prior to initiating a deposit of Digital Asset to EQONEX, you must confirm that EQONEX offers Services for that specific Digital Asset. By initiating a deposit of Digital Asset to your Exchange Account, you attest that you have confirmed that the Digital Asset being transferred is a supported by the Platform and Services. Under no circumstances should you attempt to use the Platform or Services to deposit or store Digital Assets in any form that are not supported by the Platform and Services. Depositing or attempting to deposit Digital Assets that are not supported by the Platform and Services will result in such Digital Asset being irretrievable. EQONEX assumes no obligation or liability whatsoever regarding any unsupported Digital Asset sent or attempted to be sent to it, or regarding any attempt to use the Platform or Services for Digital Assets that EQONEX does not support. EQONEX may from time to time, at its sole discretion, determine the types of Digital Asset that will be supported or cease to be supported by the Platform and the Services. EQONEX will provide you with thirty (30) calendar days’ written notice before ceasing to support a Digital Asset, unless EQONEX is required to cease such support by court order, statute, law, rule (including a self-regulatory organization rule), regulation, code, or other similar requirement;
(i) unless specifically announced on the Platform or through some other official public statement of EQONEX, EQONEX does not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Asset (collectively, “Advanced Protocols”). You will not use your Exchange Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The EQONEX platform is not configured to detect and/or secure Advanced Protocol transactions, and EQONEX assumes absolutely no responsibility whatsoever arising out of or in connection with any Advanced Protocols;
(j) EQONEX does not own or control the underlying software protocols which govern the operation of Digital Assets supported on the Platform. In general, the underlying software protocols are open-source, and anyone can use, copy, modify, and distribute them. By using the Platform and the Services, you acknowledge and agree that: (i) EQONEX is not responsible for operation of the underlying software protocols and that EQONEX makes no guarantee of their functionality, security, or availability; and (ii) the underlying protocols are subject to Forks and that such Forks may materially affect the value, function, and/or the name of the Digital Asset stored in the Exchange Account. In the event of a Fork, you agree that EQONEX may temporarily suspend operations (with or without advance notice) and that EQONEX may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that EQONEX assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol;
(k) Digital Asset Transactions may not be performed during scheduled system maintenance. You should be aware of possible adverse price movements in your Accepted Currency before and after system maintenance is carried out. You should manage your positions with appropriate risk controls. EQONEX will provide notification prior to performing scheduled system maintenance. Trading times may be changed whenever necessary at EQONEX’ sole discretion.
in addition, If any Infrastructure Participant or Network Participant: (i) gives a direction, or makes a decision or election which affects a Digital Asset Transaction; or (ii) becomes insolvent, is suspended from operating or undergoes a Network Event, then EQONEX may take any action which EQONEX, in its sole discretion, considers appropriate to correspond with the direction, decision, election or event (including a Network Event), or to mitigate any loss or potential loss or impact which may be incurred as a result of such action(s) or event(s). Any such action taken by EQONEX will be binding on you (including, where relevant, making any decision or election in relation to a Network Event, any Forks, Airdrops or network protocol decisions);
(l) EQONEX may, by itself or through third-parties appointed by EQONEX, monitor your use of the Exchange Account and the Platform and the Services and the resulting information may be utilized, reviewed, retained and or disclosed by EQONEX for its internal purposes or in accordance with the rules of any applicable legal, regulatory or self-regulatory organization or as otherwise may be required to comply with relevant law, sanctions programs, legal process or government request;
(n) EQONEX has implemented and will maintain a reasonable information security program that includes policies and procedures that are reasonably designed to safeguard EQONEX’ electronic systems and your Confidential Information from, among other things, unauthorized access or misuse. In the event of a Data Security Incident, EQONEX will notify you of such Data Security Incident and such notice will include the following information: (i) the timing and nature of the Data Security Incident; (ii) the information related to you that was compromised, including the names of any individuals acting on your behalf in his or her corporate capacity whose personal information was compromised; (iii) when the Data Security Incident was discovered; and (iv) remedial actions that have been taken and that EQONEX plans to take;
(o) except for Authorized Person, you will not grant permission to a third-party or non-permissioned user to access or connect to the Exchange Account, either through the third-party’s product or service or through the Platform. You acknowledge that granting permission to a third-party or non-permissioned user to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement and may violate the terms of this Agreement. You are fully responsible for all acts or omissions of any third-party or non-permissioned user with access to your Exchange Account. You must notify EQONEX immediately if a third-party or non-permissioned user access or connects to the Exchange Account by contacting the Exchange Account representative;
(q) all outgoing Ethereum transactions are generated from smart contracts. We strongly suggest you contact the sending/receiving service prior to initiating an Ethereum transaction to/from the Exchange Account, to make sure that they support transfers completed by executing a smart contract, also known as internal transactions;
(r) while we may enable you to view the assets held in the Exchange Account in various currency or Digital Asset denominations, this is provided for convenience only and does not represent, unless it results from a Digital Asset Transaction, an actual conversion; and
(s) The placing and execution of orders may not be performed during scheduled system maintenance. You should be aware of possible adverse price movements in your Accepted Currency before and after system maintenance is carried out. You should manage your positions with appropriate risk controls. EQONEX will provide notification prior to performing scheduled system maintenance. Trading times may be changed whenever necessary at EQONEX' sole discretion.
B. Priority of Terms. If there is any inconsistency between this Agreement and: (a) any other applicable terms and conditions issued by EQONEX, the provision of this Agreement prevails in relation to any matter concerning your instructions or any transaction; or (b) any relevant Confirmation, the Confirmation prevails, in each case to the extent of the inconsistency. Unless stated otherwise, all other information provided on the Platform and the Services or oral/written statements made are excluded from this Agreement and does not constitute a legal agreement between the parties.
C. Dealings also Governed by Other Provisions. Without limiting any other term of this Agreement, all dealings between you and EQONEX in relation to your instructions and any transactions are subject to:
(a) the Policies, rules, directions, decisions and requirements of EQONEX that EQONEX may issue from time to time;
(b) the customs and usages of the market relating to the relevant Digital Asset(s), provided always that in the event of any dispute as to the applicable customs and usages of the market, EQONEX shall, at its sole discretion, have the final decision;
(c) applicable law; and
(d) in the case of any Confirmation or other record issued to you, the correction of errors and omissions.
D. No fiduciary Duties or Other Roles. You acknowledge that none of:
(a) the relationship between you and EQONEX;
(b) the activities contemplated by this Agreement; or
(c) any other matter,
gives rise to any fiduciary or equitable duties on the part of EQONEX in you favor, even where EQONEX has better knowledge of the market generally or of any particular transaction. In particular, there are no duties that would oblige EQONEX to accept responsibilities more extensive than those set out in this Agreement or which prevent or hinder EQONEX in carrying out any of the activities contemplated by this Agreement. For example, EQONEX does not provide advice of any kind as a service under this Agreement and it does not act as you adviser in relation to any transaction on EQONEX.
Furthermore, unless otherwise required by applicable law, EQONEX is not required to keep you informed of any market price movements (or other risk movements) during the life of a Digital Asset Transaction, even if these may harm your position.
E. Conflicts of Interest. You acknowledge and agrees that:
(a) the nature of the trading activities contemplated by this Agreement may give rise to EQONEX or a Eqonex Group company having a material interest in Digital Asset Transactions and that there may be other circumstances where a conflict of interest arises between your interests and those of other clients, counterparties or EQONEX, a Eqonex Group company or one of their respective officers, employees or agents;
(b) EQONEX may exercise its rights and remedies under this Agreement and any transaction even if this involves a conflict of interest or EQONEX has a material interest in their exercise. EQONEX is not liable to notify you of, or account to you for, any benefits whatsoever resulting from any such material interest or conflict of interest, nor is EQONEX responsible for any Loss; and
(c) EQONEX may, in its absolute discretion, without giving you any reason or notice and without incurring any liability of any nature, decline to transact with you in such circumstances.
F. Services and Activities of the Eqonex Group.
(a) The trading activities in connection with this Agreement of EQONEX and of other companies of the Eqonex Group are non-exclusive and they are also permitted to trade with, and provide services to, such other Persons as EQONEX and the Eqonex Group, in their absolute discretion, deem fit and will be duly paid or compensated. EQONEX or the Eqonex Group are not liable or under any obligation:
(i) to account to you for any benefit received by dealing with, or providing services to, others; or
(ii) disclose to you any fact or thing which may come to EQONEX’ or the Eqonex Group’s notice in the course of dealing with, or providing services to, others or in the course of their respective businesses,
in any other capacity or in any manner whatsoever.
(b) EQONEX and other companies of the Eqonex Group may take proprietary positions or undertake proprietary activities, including hedging transactions related to Digital Asset Transactions with you, that may adversely affect the market price, rate or other market factors underlying a Digital Asset Transaction and consequently the value of the Digital Asset Transaction.
(c) You consent that, without any further notice from EQONEX, when EQONEX executes any Digital Asset Transaction with you, its shareholders, affiliates, directors, officers and/or employees may be the counterparty to such Digital Asset Transaction for any proprietary account or an account in which any of them has a direct or indirect interest.
G. Use of Third-parties. You acknowledge and agree that EQONEX:
(a) may use third-party exchanges, brokers and custodians at its discretion to effect Digital Asset Transactions from time to time;
(b) may be unable to enter into or complete any transaction if the services of appropriate third-party exchanges, brokers or custodians are not available on commercially reasonable terms; and
(c) is not liable for the acts, omissions or unavailability on reasonable commercial terms or any Loss sustained in connection with the use, of such third-party exchanges, brokers or custodians, provided that EQONEX exercises reasonable care in using such third parties.
8. SUSPENSION, TERMINATION, AND CANCELLATION
A. Suspension, Termination and Cancellation. EQONEX may: (a) refuse to complete, block, cancel or reverse a transaction you have authorized (even after funds have been debited from the Exchange Account); (b) suspend, restrict, or terminate your access to any or all of the Services; and/or (c) deactivate or cancel the Exchange Account and any Related Account with immediate effect for any reason, including where:
(a) we suspect a Conduct Violation;
(b) we need to do so in order to protect our reputation;
(c) we are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority to which we are subject in any jurisdiction;
(d) we have concerns that a transaction is erroneous or about the security of the Exchange Account or we suspect the Services are being used in a fraudulent or unauthorized manner;
(e) we suspect money laundering, terrorist financing, fraud, or any other financial crime;
(f) the Exchange Account is, or is related to any account that is, subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with the Exchange Account activity;
(g) you take any action that may circumvent our controls such as opening multiple Exchange Accounts or abusing promotions which we may offer from time to time;
(h) the Exchange Account has a negative balance for any reason;
(i) the Exchange Account has a balance that needs to be reconciled for any reason;
(j) we believe someone is attempting to gain unauthorized access to the Exchange Account;
(k) we believe there is unusual activity in relation to the Exchange Account;
(l) we believe you are using the Platform, the Services, your User Account login credentials, or other account information in an unauthorized or inappropriate manner; or
(m) the Exchange Account has not been accessed for a certain time.
We may also refuse to complete, block, cancel or reverse a transaction you have authorized where:
(n) there is insufficient Digital Assets in the Digital Asset Wallet to cover the transaction and (where applicable) associated fees and costs at the time that we receive notification of the transaction or if your credit or debit card or any other valid payment method linked to the Exchange Account is declined; or
(o) the transaction is impacted by a technical error in processing or otherwise. Your remedy in the event of an error will be limited to seeking to cancel an order or obtaining a refund of any amounts charged to you. We cannot guarantee such cancellations or refunds will always be possible.
B. If we refuse to complete a transaction and/or suspend, restrict or close the Exchange Account, and/or terminate your use of the Platform or Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and/or suspend the Exchange Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and/or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
We may suspend, restrict, or terminate your access to the Platform, any or all of the Services and/or deactivate or cancel the Exchange Account, without reason by giving you a one-month notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing the Exchange Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
C. Account Suspension. You agree and understand that we have the right to immediately: (a) suspend the Exchange Account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any Affiliates (each, a “Related Account”); (b) freeze/lock the funds and assets in the Exchange Account and any Related Account (where applicable); and (c) suspend your access to the Platform and the Services, until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation at any time since the opening of the Exchange account or any Related Account (where applicable). If the Exchange Account has been suspended, you will be notified when accessing the Platform. We may, in our sole discretion, give written notice to you that the Exchange Account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.
D. Account Investigation. You agree and understand that we have the right to investigate the Exchange Account and any Related Account (where applicable) at any time, if we suspect, in our sole discretion, that you and/or any such account has committed a Conduct Violation. You further agree and understand that we have the right to immediately investigate the Exchange account and any Related Account (where applicable), if, among others:
(a) we are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
(b) the Exchange Account or Related Account (as the case may be) is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding; or
(c) the Exchange Account or Related Account (as the case may be) has not been accessed for period of at least two (2) calendar years.
We may, in our sole discretion, give written notice to you that the Exchange Account or Related Account (as the case may be) is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law. If the investigation pertains to your conduct on the Platform or use of the Services, you will have the right to submit, within seven (7) calendar days from the date of such notification, a written statement explaining why no disciplinary action should be taken.
You agree and understand that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this Agreement. You agree and understand you and any related party must not impede or delay any investigation or proceeding conducted pursuant to this Agreement and must comply with any request made pursuant to this Agreement.
If a suspected Conduct Violation pertains to your conduct on the Platform or use of the Services, we may consider a variety of factors in assessing your conduct, including:
(d) whether your intent was to induce others to trade when they otherwise would not have;
(e) whether your intent was to affect a price rather than to change your position;
(f) whether your intent was to create misleading market conditions;
(g) market conditions in the impacted market(s) and related markets;
(h) the effect on other market participants;
(i) your historical pattern of activity;
(j) your order entry and cancellation activity;
(k) the size of your order(s) relative to market conditions at the time your order(s) was placed;
(l) the size and number of your order(s) relative to your position and/or capitalization;
(m) your ability to manage the risk associated with your order(s) if fully executed;
(n) the duration for which your order(s) was exposed to the market;
(o) the duration between, and frequency of, non-actionable messages;
(p) the queue position or priority of your order in the order book;
(q) the prices of preceding and succeeding bids, offers, and trades;
(r) the change in the best offer price, best bid price, last sale price, or other price that results from the entry of your order; and
(s) your activity in related markets.
You agree and understand that if the Exchange Account or any Related Account (where applicable) is determined, in our sole discretion, to be related to a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this Agreement and/or applicable laws and regulations.
E. Legal Process. You agree and understand that the Eqonex Group and their respective service providers, officers, directors, agents, employees and representatives (each a “Relevant Person”) may comply with any writ of attachment, execution, garnishment, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. Each Relevant Person: (a) may, but is not required to, notify you of such process by electronic communication; and (b) may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold each Relevant Person harmless from all Loss associated the compliance of such Relevant Person with any process that any of us reasonably believe in good faith to be valid. You further agree that each Relevant Person may honor any legal process, regardless of the method or location of service.
F. Remedies for Breach. You agree and understand that if you, the Exchange Account, or any Related Account (where applicable) is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to debit from the Exchange Account or any Related Account (where applicable) (a) the value of any trading fee discounts or rebates that you or the holder of a Related Account has received in connection with this Agreement at any time after becoming aware of the existence of the Conduct Violation (subject to any applicable laws relating to the limitation periods during which a claim may be brought); and (b) any other Loss suffered by us as a result of the Conduct Violation. You further agree and understand that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other user to commit a Conduct Violation, you and that user will be jointly and severally liable for the whole value of any trading fee discounts, rebates, and/or Loss to which we are entitled under this paragraph and any such amounts may be debited, in our sole discretion, from the Exchange Account, the accounts of such other user maintained with EQONEX or, in each case, any Related Account (where applicable). Where EQONEX withdraws Digital Assets from your Digital Asset Wallet for the purpose of this paragraph, the value of such Digital Assets shall be calculated at the Prevailing Market Price. you agree and understand that we may offset any outstanding amount or Digital Assets owed to EQONEX to you against any amount or Digital Assets owned by you to EQONEX under this paragraph. If you disagree with any determination made or remedy exercised under this paragraph, you may bring an arbitration action pursuant to section 13 (Complaints and Dispute Resolution).
G. Termination by Either Party. Either party may terminate this Agreement by giving the other party at least seven (7) days’ notice in writing.
H. Consequences of Termination or Suspension. On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which EQONEX is subject in any jurisdiction, you are permitted to access the Exchange Account up to ninety (90) calendar days thereafter as determined by EQONEX (“Closing Period”) for the purposes of transferring Digital Assets and/or Digital Asset Wallet(s). You are not permitted to use the Platform, Services or Exchange Account for any other purposes during the Closing Period and we may, at our discretion, limit the functionality of the Platform and Services for you accordingly. Since EQO Tokens cannot be withdrawn out of the Exchange, if any EQO Tokens remains in the Exchange Account after the Closing Period, you hereby authorize and instruct EQONEX to sell and transfer any and all remaining EQO Tokens held in the Exchange Account in exchange for USDC at the prevailing spot exchange rate at any time at the sole discretion of EQONEX until the account balance of EQO tokens is reduced to zero. Unless otherwise directed by you within the Closing Period, EQONEX will transfer any remaining USDC in the Exchange Account to one of your USDC wallet address that was verified through the Exchange Account for the purpose of closing your Exchange Account. Notwithstanding this paragraph, EQONEX may specify such other period as the Closing Period (including where no Closing Period shall be applicable to you) where EQONEX is of the opinion that such other period is appropriate.
If we suspend or close the Exchange Account or terminate your use of the Platform or the Services for any reason, we reserve the right to require you to re-complete our identity verification procedures before permitting you to transfer or withdraw Digital Assets.
I. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including the paragraphs relating to suspension or termination, Exchange Account cancellation, debts owed to EQONEX, general use of the Platform, disputes with EQONEX, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.
9. DISCLAIMERS - INDEMNIFICATION - LIMITATION OF LIABILITY
A. Accuracy. Although EQONEX intends to provide accurate and timely information and Services, the Services and the Platform (including the Content, defined below) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding Policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Platform are your sole responsibility and EQONEX will have no liability for such decisions. Links to third-party materials (including websites) may available through the Platform as a convenience but are not controlled by EQONEX and therefore EQONEX shall bear no responsibility for any aspect of the information, Content, or services contained in any third-party materials or on any third-party sites accessible from or linked to the Platform.
B. Error Correction. Without limitation to any other provision of these Terms or the Trading Rules, EQONEX may (but shall not be obligated to) correct, reverse or cancel any Digital Asset Transaction or other transaction or activity with respect to which EQONEX has discovered that there was an error or abnormality, whether such error or abnormality was caused by you, EQONEX or a third-party or due to technical issues, system or system design issues, operational issues, software failure or otherwise. You hereby authorize EQONEX to make any such correction, reversal or cancellation described in the preceding sentence if and when possible at its sole discretion. EQONEX provides no guarantee or warranty that any such attempt (if any) will be successful and will have no responsibility or liability for such error(s) or abnormality(ies) or any correction attempt(s).
C. Computer Viruses. EQONEX, its directors, employees, agents and representatives will not bear any liability, whatsoever, for any Loss or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack, unless such Loss or interruption directly resulted from EQONEX’ gross negligence, fraud, or willful misconduct. You acknowledge and agree that it shall your sole responsibility to ensure that any virus screening and prevention software used by you offers you adequate protection. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from EQONEX, its directors, employees, agents and representatives. You should always log into the Exchange Account through the Platform to review any deposits or withdrawals or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
D. Release. If you have a dispute with a third-party that involves any Relevant Person in any way, you release such Relevant Person from any Loss arising out of or in connection with such disputes, unless such claim directly results from the fraud or willful misconduct of such Relevant Person.
E. Indemnification. Notwithstanding anything in this Agreement, you agree to indemnify and hold each Relevant Person harmless from any Loss arising out of or in connection with this Agreement and any Digital Asset Transaction, including but not limited to:
(a) your breach of this Agreement;
(b) any inaccuracy in any of your representations or warranties in this Agreement;
(c) your violation of any law, rule or regulation, or the rights of any third-party, except where such claim directly results from the gross negligence, fraud or willful misconduct of EQONEX, or the consequences of any dispute as provided for in paragraph 9.D (Release);
(d) a termination due to you under Section 8 (Suspension, Termination, And Cancellation);
(e) searches and enquiries made in connection with you (including checking for insolvency);
(f) Instructions given by you, or a Person purporting to be you provided that EQONEX acts in good faith when effecting the Instructions, save where EQONEX has actual knowledge of any fraud or forgery;
(g) any liability arising out of or related to any act or omission of any third-party (whether granted permission by you or otherwise) with access to your Exchange Account;
(h) EQONEX acting on, delaying or refusing to act on Instructions or taking action against you;
(i) the settlement or attempted settlement of any Digital Asset Transaction or any failure to settle any such Digital Asset Transaction;
(j) the sale and transfer of digital assets on your behalf pursuant to section 8(H) above for the purpose of closing your Exchange Account;
(k) any service provided by a third-party;
(l) any Tax payable by the indemnified party on, or calculated by reference to, any Digital Asset Transaction or any amount paid or payable by or to you under this Agreement (excluding any Tax payable by the indemnified party by reference to its net income);
(m) any action taken by a third-party (which is not a signatory to this Agreement) to gain control of currency or Digital Assets contemplated by this Agreement;
(n) any Person exercising, or not exercising, rights under this Agreement (including enforcement action and debt collection costs, such as valuation fees and auctioneer’s charges);
(o) any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of the Platform or the Services; or
(p) the costs of the indemnified party in defending itself successfully against any claims of fraud, negligence or willful default,
except to the extent the loss is a result of fraud or willful misconduct on the part of that Relevant Person.
As a result, we will be entitled to withhold from, and charge, the Exchange Account for any such Loss without notice, including legal and enforcement related costs that we may incur. Any withholding will last for a period of time that is reasonably necessary to resolve any applicable issue(s), and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after such issue(s) has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.
F. Limitation of Liability.
(a) Notwithstanding anything in this Agreement, the Platform and the Services are provided by EQONEX on an as-is basis, without representations or warranties of any kind, whether express or implied, including representations or warranties relating to title, merchantability, fitness for a particular purpose, immunity from unauthorized access to the site or servers used for the Platform and the Services, disruptions caused from damages, malfunctions or failures in hardware, software, communications and systems in your computers and in EQONEX’ suppliers. To the fullest extent permitted under applicable law, EQONEX expressly disclaims all representations and warranties of any kind with respect to the Platform and the Services, whether, express or implied, including any and all warranties: (i) of merchantability or fitness for a particular purpose; (ii) of non-infringement and title; (iii) that the Platform and the Services will be free from any interruptions, delays, inaccuracies, server down-time, errors or omissions; (iv) that the Platform and the Services will be provided in a manner that is secure, or free of viruses, worms or other harmful components; (v) that the Platform and the Services will satisfy your requirements or expectations; and (vi) that information, data or materials presented or displayed by EQONEX are correct, accurate or reliable.
(b) Provision of the Platform and the Services by EQONEX may depend, inter alia, on services provided by third-parties and EQONEX bears no responsibility for any actions or omissions of such third-parties and bears no responsibility for any Loss caused to you arising from or in connection with any aforesaid action or omission.
(c) Notwithstanding anything in this paragraph F., in no event will a party be liable under the law of tort, contract or otherwise for lost profits, failure to realize expected savings, inability to use any computer program, or for any other commercial, economic, special, indirect, consequential or exemplary damages, however caused, even if such party has been advised of or foresees a possibility of any of these damages occurring.
(d) Notwithstanding anything in this paragraph F. and to the maximum extent allowed by applicable law, you acknowledge and agree that, save for any willful default or fraud on the part of a Relevant Person, no Relevant Person shall bear any responsibility or liability for any Loss arising from or in connection this Agreement and any Digital Asset Transaction, including any Loss relating to:
(i) any loss of opportunity as a result of which the value of any of your Accepted Currency could have been increased or for any decrease in the value of your Accepted Currency, regardless of the cause;
(ii) any misrepresentation of facts, error in judgment or any act done or which EQONEX has omitted to do, whenever caused;
(iii) act or omission or for the insolvency of any counterparty, bank, custodian or other third-party which acts on your behalf or the Relevant Person or with or through whom transactions on your behalf or the Relevant Person are carried out; or
(iv) breach of the Agreement, including delays, failure in performance or interruption of service.
(e) the maximum liability (inclusive of interest and legal and other costs) of a Relevant Person in respect of any Loss attributed to such Relevant Person arising from or in connection with this Agreement (including any Loss resulting from a breach of statutory duty or any duty at common law) shall not exceed, in the aggregate, USD50,000 or the total fees paid by you to EQONEX in the twelve (12) calendar months immediately preceding the date on which liability is attributed to such Relevant Person, whichever is lower.
10. ACCESS - USE OF API - REASONABLE CARE - FORCE MAJEURE
A. Access & Availability. Access to the Platform and the Services may be affected or unavailable during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays.
(a) although we strive to provide you with excellent service, the Platform and the Services are provided on an as-is basis and EQONEX does not guarantee that the Platform and the Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open; and
(b) please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for trust and safety related issues.
EQONEX will not be liable for any losses resulting from or arising out of transaction delays.
B. API Policy. You agree and understand that by accessing or using our API, you are agreeing to be legally bound by our API policy (“API Policy”). Our API Policy is available on the Platform.
C. Reasonable Care. We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this Agreement, or such higher care where required by law or as specified by this Agreement. You agree that we cannot be held responsible for any failure or delay to act by any third-party, including our banks, or any other participant that is within the time limits permitted by this Agreement or prescribed by law, or that is caused by your negligence. You further agree that neither we nor a service provider can be held responsible for any erroneous order or trade, or “System Failure” (defined as a failure of any computer hardware or software used by EQONEX, a third-party, or any telecommunications lines or devices used by EQONEX or a third-party), or downtime, which prevents us from fulfilling our obligations under this Agreement, provided that we or the relevant third-party (as applicable) used commercially reasonable efforts to prevent or limit such erroneous orders, erroneous trades, System Failures, or downtime. You also agree that neither we nor any third-party can be held responsible for any other circumstances beyond our or such third-party’s (as the case may be) reasonable control. In addition, you agree and understand that any act or omission made by us or any third-party in reliance upon or in accordance with any provision of law, rule or regulation having jurisdiction over such party, will constitute reasonable care and be commercially reasonable. We use commercially reasonable efforts to provide you with a reliable and secure platform, which includes our exchange and custody Services. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing the Exchange Account, withdrawing your currency or Digital Assets, depositing your currency or Digital Assets, and/or placing and/or cancelling orders.
D. Force Majeure. Notwithstanding anything to the contrary in this Agreement the Relevant Persons shall not in any event be liable for any failure or delay in the performance of its obligations under this Agreement, if it was prevented from so performing by any existing or future law or regulation, any existing or future act of governmental authority, Act of God, flood, war (whether declared or undeclared), virus outbreak (including any pandemic and endemic), terrorism, riot, rebellion, civil disturbance, strike, lockout, other industrial action, general failure of electricity or other supply, technical failure (including interruptions to telecommunications or Internet or network provider services), accidental or mechanical or electrical breakdown, computer failure or failure of any money transmission system or any other reason which is beyond the control of the Relevant Persons.
E. Suspension of Services. EQONEX may temporarily cease providing the Services upon the occurrence of and for the duration of any exceptional market circumstances (whether or not reasonably foreseeable) (the “Exceptional Market Circumstances”) that are beyond EQONEX’ reasonable control, including (a) the outbreak or escalation of diseases, hostilities or other international calamity or terror crisis potentially having a material adverse effect on the Platform; (b) the implementation of any measures by a government, an administrative, legislative, or judicial authority of any country having jurisdiction on the Platform with regard to its exchange activities and which have a material adverse effect; and (c) a continuous systems disruption event, which has a material adverse effect on the Platform. Upon the occurrence of any of the Exceptional Market Circumstances as described above, EQONEX may – at its own discretion – take any measures it deems necessary to maintain fair and orderly trading.
11. PERSONAL DATA
A. Applicable Law. Each party will comply with all relevant requirements of applicable data protection legislation. This Section is in addition to, and does not relieve, remove or replace, a party’s obligations under the applicable data protection legislation or the EQONEX policies.
C. Process. If during the term of this Agreement the transfer of non-anonymized Personal Data is necessary to provide the Service to you, then EQONEX may collect, use, transfer, store, access or otherwise process (collectively “Process”) the Personal Data on your behalf as data processor. For this purpose and to the extent required under applicable law, you and EQONEX will enter into a separate data processing terms and conditions (“Data Processing T&C”) that sets out the subject-matter and duration of the processing, the list of security measures, the nature and purpose of the processing, the type of your Personal Data and categories of data subjects and you obligations and rights and those of EQONEX.
D. Access. The parties agree that the assigned personnel of the Compliance Partners and ancillary services providers may have access to the Personal Data without any further processing of it in the course of providing ancillary services. EQONEX agrees to take all reasonable steps to oblige assigned personnel to keep your Personal Data confidential.
E. Accurate Information. You will provide EQONEX with all the necessary instructions for Processing and with accurate and up-to-date Personal Data. EQONEX will take the appropriate physical, technical and organizational security measures to protect your Personal Data as instructed. Acting as a processor, EQONEX will process your Personal Data in accordance with applicable laws.
F. Agreement. You agree that acting as a processor EQONEX may: (i) provide access to your Personal Data to the Eqonex Group, to the Compliance Partners and other providers of services ancillary to the Services, in various jurisdictions for legal, administrative and management purposes; (ii) involve its Affiliates as sub-processors in case of subcontracting without prior notice to you; and (iii) transfer your Personal Data, to its service-providers, across country borders, provided that the legal obligations for such transfer are fulfilled and the physical, technical and organizational security measures are maintained on the same level as required by the applicable laws.
G. Eqonex Group Personal Data. If during the term of this Agreement EQONEX provides you with Personal Data, you will: (a) represent and warrant that your processing of such Personal Data complies with local, and foreign privacy and data protection laws, regulations and directives, including requirements for the localization of personal data as applicable; (b) process such Personal Data only as reasonably required for the performance of this Agreement; (c) take appropriate physical, technical and organizational measures to keep such Personal Data confidential, secure and protect such Personal Data against unauthorized or unlawful processing or access or against accidental loss or destruction; (d) not use such Personal Data for trading, direct marketing or solicitation; and (e) immediately notify EQONEX in case of any security breach that exposes the Personal Data. You will fully cooperate with EQONEX in complying with any laws regarding notification of such security breach.
A. Password Security. In order to access the Platform and the Services you will be required to create or will be given security details, including User Account login credentials. You acknowledge and agree that You are solely responsible for keeping the electronic devices through which you access the Platform and the Services safe and maintaining adequate security and control of any and all security details that you use to access the Platform and the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected. Any loss or compromise of your electronic device or your User Account login credentials may result in unauthorized access to the Exchange Account by third-parties and the loss or theft of any Digital Asset and/or funds held in the Exchange Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others. You should never allow remote access or share your computer screen with someone else when you are logged on to the Exchange Account. EQONEX will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or account. You should not provide your details to any third-party for the purposes of remotely accessing your amount unless specifically authorized under this Agreement. Always log into the Exchange Account to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. We assume no responsibility for any loss that you may sustain due to compromise of User Account login credentials due to no fault of EQONEX and/or failure to follow the requirements set out in this Section, or follow or act on any notices or alerts that we may send to you.
B. Security Breach. If you suspect that the Exchange Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or EQONEX (together a “Security Breach”), you must:
(a) immediately notify EQONEX;
(b) continue to provide accurate and up-to-date information throughout the duration of the Security Breach; and
(c) take any steps that we reasonably require to reduce, manage or report any Security Breach.
Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
C. Safety and Security of your Computer and Devices. EQONEX is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
13. COMPLAINTS AND DISPUTE RESOLUTION
A. Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our customer support webpage. A customer complaints officer (an “Officer”) will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided, and any complaint by you Within seven (7) Business Days of our receipt of your complaint. Where EQONEX is unable to respond to your complaint within fifteen (15) Business Days for reasons beyond EQONEX’ control, EQONEX will send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which EQONEX aims to respond to your complaint (which will be no later than thirty-five (35) Business Days from our receipt of your complaint). For the avoidance of doubt, any offer of resolution by EQONEX will not constitute any admission of any wrongdoing or liability on the part of EQONEX regarding the subject matter of the complaint.
B. Complaint Timeframe. You must notify EQONEX of any complaint you may have within ninety (90) days of becoming aware, or when you should have been aware given the circumstances, of the facts giving rise to the complaint (“Timeframe”). EQONEX shall be under no obligation to entertain any complaint submitted by you outside the Timeframe.
C. Governing Law. This Agreement is governed by, and shall be construed in accordance with, the laws of Singapore.
D. Arbitration. In the event of any controversy, claim or dispute (“Dispute”) that may arise out of or in connection with this Agreement and/or Digital Asset Transaction (including any question relating to the existence, validity of termination of this Agreement), you agree to enter into negotiations with the Company in good faith to resolve such Dispute (“Good Faith Negotiations”). Where a Dispute is not resolved within thirty (30) days of the commencement of Good Faith Negotiations, the Dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, the SIAC Rules being deemed to be incorporated by reference in this paragraph. The seat of arbitration shall be Singapore. the arbitration shall be conducted by a single arbitrator and wholly in the English language. Any decision and/or award made by an arbitrator shall be final and binding on the parties to such arbitration and the parties to such arbitration irrevocably and unconditionally waive their rights to appeal any such decision and/or award. Notwithstanding anything in the SIAC Rules, no arbitrator shall have the authority to make any award of punitive or exemplary damages. The parties to an arbitration agree to keep confidential all information relating to such arbitration (including any related court proceedings) to the greatest extent practicable. Nothing in this paragraph shall be construed as preventing EQONEX from seeking the relief contemplated under paragraph E. (Injunctive Relief).
You agree that any party to an arbitration may, without inconsistency with this paragraph, apply to any court of competent jurisdiction for an order enforcing the arbitral award. You irrevocably and unconditionally agree to waive any objection that you may, now or hereafter, have to the laying of venue of any action or proceeding relating to enforcement of the arbitral award in any court of competent jurisdiction.
You agree to arbitrate solely on an individual basis and agree and understand that this Agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one user’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then you agree and understand that the remaining portions of these arbitration provisions in this Agreement will remain in full force and effect.
E. Injunctive Relief. You agree and understand that your obligations set forth in this Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages may be inadequate to compensate us for any breach by you of this Agreement. Accordingly, you agree and understand that any such violation or threatened breach may cause irreparable injury to us and that we are be entitled to obtain injunctive relief against any threatened breach of this Agreement or your continuation of any such breach, without the necessity of proving actual damages.
F. Emergency Relief. To the extent EQONEX or you seek emergency relief in connection with any dispute arising out of or relating to this Agreement or the breach thereof, you agree that the emergency relief procedures of the SIAC will govern. You agree and understand that this Agreement restricts you from seeking emergency relief from any court, including temporary restraining orders and/or preliminary injunctions.
A. Written Notice. If we send an email to the email address on record for the Exchange Account, you agree and understand that this constitutes written notice from us to you. If you email firstname.lastname@example.org this constitutes written notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
B. Compliance with Applicable Law - Third-party rights.
(a) You must comply with all applicable laws, regulations, licensing requirements and third-party rights (including data privacy laws) in your use of the Platform and the Services.
(b) Nothing in this Agreement requires EQONEX to do or not do anything if it would or might in EQONEX’ reasonable opinion constitute a breach of its policy or any applicable law or requirement of any Government agency.
(c) To the extent permitted by applicable law:
(i) you waive all rights conferred by applicable law which are inconsistent with this Agreement; and
(ii) this Agreement otherwise prevails to the extent it is inconsistent with any law.
Save for the Relevant Persons, no person or entity who is not a party to the Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or other similar laws to enforce the Terms or any part thereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
For the avoidance of doubt, any amendments to this Agreement in accordance with the provisions herein shall not require any consent from any person or entity (including any Relevant Person) who is not a party to this Agreement.
Nothing in this paragraph shall affect the rights of any permitted assignee or transferee under this Agreement.
C. Limited License. “Eqonex”, “EQONEX” and all logos related to the Services or displayed on the Platform, and related content, materials, information (collectively, the “Content”) are trademarks or registered marks of Eqonex Group and/or its licensors. You may not copy, imitate or use them without our prior written consent. Other than those of Eqonex, all names, trademarks and logos appearing in the Content belong to their respective owners. Nothing contained herein should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any third-party names, trademarks, or logos displayed in the Content without the written permission of such third-parties. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Platform and Content solely for the purposes of this Agreement and as permitted by us from time to time. Any other use of the Platform or Content is expressly prohibited and all other right, title, and interest in the Platform or Content is exclusively the property of the Eqonex Group and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
D. Prohibited and Conditional Use. In connection with your use of the Services, and your interactions with other users and third-parties, you agree to comply with the Policies on Prohibited Use, Prohibited Businesses and Conditional Use (“Prohibited Use Policy”). We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
E. Relationship of the Parties. You agree and understand that nothing in this Agreement will be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties will be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or will be construed to give any Person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such Persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
F. Confidentiality. Each party agrees not to disclose information provided by any other party that is not publicly available except:
(a) to any Person in connection with an exercise of rights or a dealing with rights or obligations under this Agreement;
(b) to officers, employees, legal and other advisers and auditors of any party;
(c) to any party to this Agreement or any related companies of any party to this Agreement, provided the recipient agrees to act consistently with this paragraph;
(d) with the consent of the party who provided the information (such consent not to be unreasonably withheld);
(e) any disclosure the disclosing party reasonably believes is required by any law or securities exchange; or
(f) otherwise in accordance with this Agreement.
Each party consents to disclosures made in accordance with this paragraph.
If you receive information about another user through the Services, you must keep the information confidential and only use it in connection with the Services. You may not disclose or distribute a user’s information to a third-party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Services.
G. Anti-Money Laundering and Sanctions.
(a) Your use of the Services and the Platform is subject to international export controls and economic sanctions requirements. By transferring, sending, receiving, buying, selling, trading or storing Digital Asset through the Platform or Services, you agree that you will comply with those requirements. You are not permitted to acquire Digital Asset or use any of the Services through the Platform if you are a Restricted Party or otherwise subject to any Sanctions.
Notwithstanding any other provision of this Agreement to the contrary, EQONEX is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any AML/CFT provisions applicable to EQONEX or the Eqonex Group.
(b) You must provide to EQONEX upon request all information and documents that are within its possession, custody or control reasonably required by EQONEX from time to time, and as necessary in order for EQONEX to comply with any AML/CFT provisions or ongoing customer due diligence requirements or regulations applicable to EQONEX or the Eqonex Group.
(c) You agree that:
(i) EQONEX may disclose any information concerning you to any law enforcement entity, regulatory agency or court (in any jurisdiction) where required by any law;
(ii) you will exercise your rights and perform your obligations under this Agreement in accordance with all applicable AML/CFT provisions and ongoing customer due diligence requirements and regulations;
(iii) you will provide evidence of due authority and specimen signatures for each Person using the Services; and
(iv) EQONEX may take a sufficient time to consider, verify or block an order or transaction, if you or any other Person or entity in connection with such order or transaction becomes a sanctioned Person or entity, or upon the occurrence of a match on sanction filters.
H. Exclusion of Liability. Unless an applicable law prohibits EQONEX from excluding or limiting its liability or where the loss is directly caused by EQONEX’ own fraud or willful misconduct, EQONEX is not liable for any loss incurred in connection with this Agreement, including in connection with:
(a) the general risks of investing or entering into any Digital Asset Transaction;
(b) the provision or unavailability of any Digital Asset or funds;
(c) investing or holding assets in a particular jurisdiction (including Losses arising from nationalization, expropriation or other governmental action; financial services regulations, currency restrictions, devaluations or fluctuations, and market conditions affecting the orderly execution of transactions or affecting the value of assets);
(d) the collection, deposit or credit of invalid, fraudulent or forged Digital Assets or cash transfers;
(e) effecting delivery or payment against an expectation of receipt, save where such delivery or payment is contrary to local market practice;
(f) an instruction to deliver Digital Assets to an exchange, broker, custodian or other third-party, even if EQONEX might have information tending to show that this course of action, or the choice of a particular exchange, broker, custodian or other third-party for a transaction, is unwise;
(g) any information that EQONEX provides on Digital Assets, market trends or otherwise, even if such information is provided at your request;
(h) an act or omission of any exchange, broker, custodian or any other third-party, whether or not appointed by EQONEX. EQONEX is not obliged to request such exchange, broker, custodian or any third-party to comply with its obligations;
(i) the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy or a delay or error in making payments or deliveries under this Agreement;
(j) your Instructions, any unauthorized Instructions or EQONEX’ refusal to act on any Instruction;
(k) any act or event not reasonably within EQONEX’ control including without limitation, acts of war and terrorism, insurrection, civil disorder, acts of God, industrial action, any acts or regulations of any Government agency or supranational bodies, authorities or any other operational or technical failures;
(l) a Network Event not reasonably within EQONEX’ control; or
(m) a termination under section 8,
and this disclaimer applies where the loss arises for any reason and even if the loss was reasonably foreseeable or EQONEX had been advised of the possibility of the loss.
I. Responsibility for Decisions.
(a) All decisions on whether to invest in, hold or dispose of any Digital Assets or to enter into any Digital Asset Transaction are yours. EQONEX is not responsible for any decision made by you:
(i) to enter into this Agreement or any Digital Asset Transaction; or
(ii) about any features or risks of any Digital Asset, or any fees or costs payable in connection with it.
(b) EQONEX is not your broker, intermediary, agent or advisor and has no fiduciary relationship or other similar obligation to you in connection with any Digital Asset Transaction or any other transactions, decisions, or activities carried out by you using the Services.
(c) While some EQONEX employees and agents may be authorized to give you certain types of information about Digital Assets or other products or services:
(i) such information should not be treated or construed as legal, financial, trading, tax, or any other kind of specialized or expert advice in connection with any Digital Assets, or other transactions, decisions, or activities carried out by you while using the Services;
(ii) such information should not be treated or construed as any endorsement of such Digital Assets or other products or services, a representation that EQONEX has performed any due diligence on them, a recommendation or information on which you can rely in connection with an investment decision; and
(iii) neither EQONEX’ employees nor its agents have any authority to make representations about anything in connection with this Agreement.
(d) Subject to any applicable law, EQONEX is not liable for any loss if its employees or agents act without authority.
J. Taxes. You will be able to see a record of your transactions via the Exchange Account which you may wish to use for the purposes of making any required tax filings or payments. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
K. Unclaimed Property. If your account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining currency or Digital Assets in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give notice. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such currency or Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed currency or Digital Assets, as permitted by applicable law.
L. Contact Information. You are responsible for keeping your email address and telephone number up to date in the Exchange Account profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected security breaches).
M. Circumstances Beyond EQONEX’ Control – Exceptional Market Conditions. EQONEX is not liable for any loss incurred in connection with EQONEX’ inability or delay in receiving or executing Instructions or unavailability of currency or any Digital Asset due to any circumstances beyond EQONEX’ reasonable control. If any circumstances beyond EQONEX’ reasonable control occur, EQONEX may take any action it considers appropriate in connection with this Agreement.
N. Further Steps. You agree to comply with any requests by EQONEX (such as obtaining consents, signing and producing documents and getting documents completed and signed) which are required:
(a) to bind you and any other Person intended to be bound by this Agreement;
(b) to show whether you are complying with this Agreement; and
(c) to confirm anything done by EQONEX in the proper exercise of its rights under this Agreement.
O. Prompt performance. If this Agreement specifies when you must perform an obligation, you must perform it by the time specified. You must perform all other obligations promptly. Time is of the essence in respect of your obligations to pay any amount under this Agreement.
P. Rights, Waiver and Variation.
(a) A provision of this Agreement, or right created under it, may not be waived except in writing by EQONEX and is only effective for the purpose for which it is given. However, you acknowledge that various features of the activities contemplated by this Agreement may be changed from time to time, including applicable costs, subject to applicable law.
(b) Each party may exercise a right or remedy, give or refuse its consent or approval in connection with this Agreement in any way it considers appropriate, including by imposing conditions. EQONEX is under no obligation to provide reasons for any decision it makes.
(c) Except for a waiver or variation in accordance with this subsection, nothing EQONEX does suspends, varies or prevents it from exercising its rights under this Agreement. If EQONEX does not exercise a right or remedy fully or at a given time, EQONEX can still exercise it later.
(d) EQONEX’ rights and remedies under this Agreement:
(i) are in addition to other rights and remedies given by law independently of this Agreement;
(ii) do not merge with and are not adversely affected by any other agreement between EQONEX and you and may be executed independently or together with any rights or remedies including under such other agreement; and
(iii) are not affected by any payment, settlement or anything which might otherwise affect them at law including the variation of this Agreement or the Insolvency of any Person.
(e) By giving its approval or consent, EQONEX does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.
(f) If EQONEX is served with a court order, EQONEX acts in accordance with the court order and you must not commence proceedings against EQONEX in relation to its actions under the court order.
(g) EQONEX may give, or withhold, any consent or approval in connection with this Agreement upon such terms as EQONEX considers appropriate.
Q. Indemnities. The indemnities in this Agreement are continuing obligations, independent of your other obligations under it. It is not necessary for EQONEX to incur expense or make payment before enforcing a right of indemnity in connection with this Agreement.
(a) You agree that EQONEX may, at any time, assign, mortgage, charge or otherwise transfer any or all of our rights, licenses, interests and obligations under this Agreement without restriction.
(b) You may not assign, mortgage, charge or otherwise transfer any of your rights, licenses, interests and obligations under this Agreement (including the license granted to you under paragraph C. (Limited License) above) without the prior written consent of EQONEX and any attempted assignment mortgage, charge or otherwise transfer in violation of this Agreement shall be null and void.
S. Hyperlinked Sites.
(a) EQONEX is not responsible for, does not endorse, and makes no representation or warranty in connection with, any hyperlinked internet sites on the Platform or other internet sites to which you may be referred. EQONEX is not responsible for any Loss incurred in connection with those sites.
(b) Such internet sites may contain information that has not been devised, verified or tested by EQONEX or its officers, employees or agents. EQONEX does not endorse the accuracy or completeness of such information, nor does it guarantee that such information, or the provision of any hyperlinks to you, do not infringe third-party rights.
T. Interpretation - Invalidity.
(a) This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and EQONEX as to the subject matter hereof, and it supersedes any and all prior or contemporaneous negotiations, correspondence, understandings, discussions, agreements and understandings of any kind (including any prior versions of this Agreement), and of any nature, between and among you and EQONEX with respect to the matters hereof, including other terms submitted, proposed or stipulated by you (including any terms or conditions which you purports to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document, will form part of the Agreement.
(b) In the event of conflict, these Terms, any schedules and the Policies will prevail, in that order.
(c) No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this Agreement or any part of it.
(d) If any provision of this Agreement is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction (“Affected Provision”), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Terms.
(e) Section and paragraph headings in this Agreement are for convenience only and will not govern the meaning or interpretation of any provision of this Agreement. The word “including” will comprise “including without limitation” as appropriate.
(f) Any present or future legislation which operates to vary the obligations of a party in connection with this Agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law
U. Subject to any applicable law, you agree that EQONEX may, without further disclosure to, or consent from you:
(a) monitor or record the telephone conversations, electronic messages of any kind and other correspondence, you, your Authorized Person(s) or anyone else acting on your behalf has with EQONEX or its agents for quality control and training purposes or for its own protection. You acknowledge and understand that, while communications with EQONEX may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls may be recorded by EQONEX, and EQONEX does not guarantee that recordings of any particular telephone calls will be retained or retrievable;
(b) use the recorded conversations, transcripts, messages or other records of correspondence for its internal compliance purposes, in any dispute in connection with this Agreement and in any other manner not prohibited by applicable law; and
(c) disclose such conversations, transcripts, messages or other records of correspondence to any applicable Government agency or as otherwise required by applicable law.
V. Enforcement of Rights. This Agreement will not be construed to waive rights that cannot be waived under applicable laws and regulations, including applicable money transmission laws. In addition, our failure to insist upon your strict compliance with any term or provision of this Agreement will not be construed as a waiver for you to not comply with such term or provision.
W. Language. This Agreement and any information or notifications that you or we are to provide should be in English. Any translation of this Agreement is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version will prevail.
PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE POLICY
1. PROHIBITED USE
You may not use the Exchange Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact EQONEX immediately.
By opening an Exchange Account, you confirm that you will not use the Exchange Account and/or any Services to do any of the following:
A. Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation or sanctions programs administered in the countries where EQONEX conducts business, including the Monetary Authority of Singapore’s Lists of Designated Individuals and Entities, the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council Consolidated List, the UK HM Treasury Sanctions List, and the European Union Sanctions List as such list is maintained by any country and from time to time (“List”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
B. Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Platform that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Platform, other Exchange Accounts, computer systems or networks connected to the Platform, through password mining or any other means; use Exchange Account information of another party to access or use the Platform, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user’s Exchange Account and information; or transfer your account access or rights to your account to a third-party, unless by operation of law or with the express permission of EQONEX.
C. Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Platform about others, including email addresses, without proper consent.
D. Fraud: Activity which operates to defraud EQONEX, EQONEX users, or any other Person; provide any false, inaccurate, or misleading information to EQONEX.
E. Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
F. Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Eqonex Group intellectual property, name, or logo, including use of Eqonex Group trade or service marks, without express consent from EQONEX or in a manner that otherwise harms the Eqonex Group or the EQONEX brand; any action that implies an untrue endorsement by or affiliation with EQONEX or the Eqonex Group.
G. Remittance activities: Using the Platform to convert one asset into another automatically and/or without trading on the platform.
2. PROHIBITED TRADING ACTIVITIES
If EQONEX determines, in its sole discretion, that a user is engages in any of the following activities, it may be suspend or terminate the Exchange Account and funds (both currency and Digital Assets) within the user's Exchange Account may be frozen or seized by EQONEX as compensation for costs, losses, expenses and any other damage suffered by EQONEX or any of its other users:
Churning: Placing both buy and sell orders at the same (or similar) prices to increase the price by attracting more traders;
Front‐running: Entering an order on the basis of advance, non‐public knowledge of a large pending transaction that will influence the price of the applicable Digital Asset.
Layering: Entering multiple orders on one side of the market at multiple price tiers causing the midpoint of the spread to move away from those multiple orders and executing a trade by placing an order on the opposite side of the market.
Pump and Dump: Large scale buying of any Digital Asset to create artificial sentiment around a specified asset to attract other buyers with a view to driving the asset price and volumes higher and then selling the asset at such inflated prices;
Quote Stuffing: Entering and withdrawing large quantities of orders in a short space of time in an attempt to affect the market, thereby gaining an advantage over slower market participants. This may include the use of high frequency trading programs. (Note: High frequency trading is not, in itself, illegal and thus any action by EQONEX would be taken in light of the nature and pattern of such trading.);
Ramping: Artificially raising the price of a Digital Asset to give the impression of trading volume and/or price increase, in order to make profit;
Stub quotes: Entering an order at a price that EQONEX in its sole discretion determines is significantly different from prices that would reasonably be expected in an orderly market at the time of order entry;
Wash Trading: Selling and repurchasing the same Digital Asset to generate trading activity and increase the price; or
Market Manipulation and Other Prohibited Activities: Any other trading activity on the part of a user which attempts to interfere with a free, fair and transparent market for all EQONEX users, which seeks to create a false market, or which interferes with normal market operations.
3. PROHIBITED BUSINESSES
The following categories of businesses, business practices, and sale items are barred from Services (“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by card network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Services involves a Prohibited Business or have questions about how these requirements apply to you, please contact EQONEX immediately.
By opening an Exchange Account, you confirm that you will not use Services in connection with any of following businesses, activities, practices, or items:
A. Investment and Credit Services: mortgage consulting or debt reduction services; credit counselling or repair; real estate opportunities; investment schemes;
B. Restricted Financial Services: check cashing, bail bonds; collections agencies;
C. Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
D. Counterfeit or Unauthorized Goods: unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen;
E. Regulated Products and Services: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials;
F. Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
G. Pseudo-Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;
H. Substances designed to mimic illegal drugs: sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom);
I. Adult Content and Services: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually related services such as prostitution, escorts, pay-per view, adult live chat features;
J. Multi-level Marketing: pyramid schemes, network marketing, and referral marketing programs;
K. Unfair, predatory or deceptive practices:ˇinvestment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and
L. High-risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.
4. CONDITIONAL USE
Express written consent and approval from EQONEX must be obtained prior to using Services for the following categories of business and/or use (“Conditional Uses”). Consent may be requested by contacting us via email.
EQONEX may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Services in connection with any of following businesses, activities, or practices:
A. Money Services: Money transmitters, Digital Asset transmitters; currency or Digital Asset exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services;
B. Charities: Acceptance of donations for non-profit enterprise;
C. Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize; and
D. Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.
VERIFICATION PROCEDURES AND LIMITS POLICY
EQONEX uses multi-level systems and procedures to collect and verify information about you in order to protect EQONEX and the community from fraudulent users, and to keep appropriate records of EQONEX’ customers. Your access to one or more Services, and limits including daily or weekly conversion limits, withdrawal and trading limits, instant buy limits, Digital Asset Wallet transfer limits, and limits on transactions from a linked payment method may be based on the identifying information and/or proof of identity you provide to EQONEX.
EQONEX may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Services and/or before permitting you to engage in transactions beyond certain volume limits.
You may submit a request via email to request larger limits. EQONEX will require you to submit to enhanced due diligence. Additional fees and costs may apply, and EQONEX does not guarantee that we will raise your limits.
1. ELECTRONIC DELIVERY OF COMMUNICATIONS
A. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with the Exchange Account and your use of Services. Communications include:
(b) account details, history, transaction receipts, confirmations, and any other account or transaction information;
(c) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
(d) responses to claims or customer support inquiries filed in connection with the Exchange Account.
B. We will provide these Communications to you by posting them on the Platform, emailing them to you at the primary email address listed in your EQONEX profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.
2. HOW TO WITHDRAW YOUR CONSENT.
You may withdraw your consent to receive Communications electronically by contacting us via email. If you fail to provide or if you withdraw your consent to receive Communications electronically, EQONEX reserves the right to immediately close the Exchange Account or charge you additional fees for paper copies.
3. UPDATING YOUR INFORMATION.
It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if EQONEX sends you an electronic Communication, but you do not receive it because your primary email address on file is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, EQONEX will be deemed to have provided the Communication to you. You may update your information by logging into your account and visiting settings or by contacting our support team.
1. AUTHORIZED ACCESS AND SECURITY
When accessing or using our API, you must comply with all of our security policies and procedures at all times. You will not, and will not attempt to, reverse-engineer, decompile, disassemble, or otherwise attempt to determine or modify the source code of our API or create any derivative products from our API. Anyone who uses our API to access Exchange Account data or to perform actions on the Platform must authenticate by way of API Authentication.
API Authentication should only be used to access your Exchange Account. If your application requires access to other users’ accounts, do not use an API Authentication.
You agree that the User Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your User Account login credentials and any other required forms of authentication, including API Authentication, confidential and separate from each other, as well as separate from any other information or documents relating to the Exchange Account and your User Account.
You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including API Authentication. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or the Exchange Account.
You agree to accept responsibility for any charges or losses caused as a result of, or in connection with, but not limited to, a Digital Asset transaction initiated through our API by way of API Authentication.
You agree and understand that you are responsible for monitoring your User Account and the Exchange Account. If you notice any unauthorized or suspicious activity in your account or if you believe your API Authentication, your User Account login credentials, any other required forms of authentication, and/or any other account associated with the Exchange Account has been compromised, please contact us immediately.
2. SUSPENSION OR TERMINATION
You agree and understand that we may, in our sole discretion, change, suspend, discontinue, or terminate any aspect of our API, or its availability to you, at any time and without notice.
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