MERRILL Crypto Platform User Agreement
1. MERRILL CryptoGlobal Platform
MERRILL CryptoThe Global Platform (hereinafter referred to as the "Platform," "we," or "us") allows users (hereinafter referred to as "Users" or "you") to trade Digital Assets (as defined in this Agreement) and provides other Digital Asset-related services (hereinafter referred to as the "Services"). For convenience, you and we are collectively referred to as the "Parties" and individually as a "Party."
The Platform is an ecosystem that includes its website, mobile applications, client terminals, and other applications developed to provide services, as well as independently operating platforms, websites, and client terminals within the ecosystem. In the event of any inconsistency between the terms of use of the aforementioned platforms and this Agreement, the applicable terms of the respective platforms shall prevail.
“MERRILL Crypto“Operator” refers to all parties operating the Platform, including but not limited to legal persons, unincorporated organizations and teams that provide services and are responsible for such services. For the avoidance of doubt, “Platform”, “we” or “us” includesMERRILL CryptoOperator. Pursuant to this Agreement,MERRILL CryptoThe network operator may change as our business adjusts. In this case, the changed operator shall perform its obligations under this Agreement and provide services to you, and such change shall not affect your rights and interests under this Agreement.MERRILL CryptoThe scope of special operators may be expanded due to the provision of new services. In this case, if you continue to use the service, you will be deemed to have agreed to the newly addedMERRILL CryptoThe operators shall jointly implement this Agreement. In the event of a dispute, you shall determine the entity that will perform this Agreement with you and the other party to the dispute based on the specific services you use and the specific actions that affect your rights and interests.
You acknowledge that this Website (as defined in this Agreement) serves solely as a platform for your use of the Services. You shall carefully assess the authenticity, legality, and validity of the relevant digital assets and/or information and shall bear all liability and losses arising therefrom.
Any opinions, materials, discussions, analyses, prices, or other information displayed on this platform should not be construed as investment advice. We will not be liable for any losses (including, but not limited to, any loss of profit) arising directly or indirectly from reliance on such information.
Unless you have a Platform Account (as defined in this Agreement), you may not use the Services provided to users with accounts.
1.1 Risks
By using the services on the platform, you accept the risks associated with the services. We emphasize:
(i) the digital assets offered on the Platform may not be issued by us, financial institutions or other legal entities;
(ii) the digital asset market is emerging, uncertain, and may not grow;
(iii) digital assets are inherently highly speculative and not as mature as other asset classes;
(iv) digital assets are unstable and can be traded continuously with unlimited price fluctuations;
(v) Digital asset transactions may result in a loss of some or all of your capital;
(vi) actions of third parties such as market makers and governments may have a significant impact on digital assets;
(vii) digital asset trading is not suitable for most people;
(viii) while we strive to comply with all applicable laws, rules and regulations, we may not be regulated in all jurisdictions in which we conduct business;
(ix) In addition to the above risks, there may be other unpredictable risks or derivative risks.
Please consider your own financial situation before using the service and, if necessary, seek independent legal, financial, tax, accounting and other advice.
1.2 Restricted Jurisdictions
Users from the following jurisdictions are prohibited from using all Services: Mainland China, Cuba, Iran, North Korea, Sudan, Syria, Venezuela, and Myanmar.
Users from the following jurisdictions are prohibited from trading derivatives: Israel, Iraq, Bangladesh, Bolivia, Ecuador, Kyrgyzstan, Sevastopol, Spain, the United Kingdom (retail users only), and New Zealand.
The list of restricted jurisdictions may change as our policies and the services we provide to specific jurisdictions change. We may not provide you with notice of such changes. You should refer to the latest information on the Platform or this Agreement for any such changes.
2. General Terms
The User Agreement (hereinafter referred to as "this Agreement" or "these Terms and Conditions") is updated from time to time and includes this User Agreement, Appendix, Privacy Policy, Statutory Rules, "Know Your Customer" Policy, Anti-Money Laundering Policy, the User Agreement or Terms and Conditions for each Service, and any other guidelines, rules, statements and instructions published from time to time on the Platform.
Before using the Services through the Platform, you should carefully read this Agreement and seek independent legal advice if necessary. If you do not agree to or understand this Agreement, please log out of your account immediately and cease using the Services. By clicking "I Agree," creating an account, obtaining your account ID, setting a password, logging into your account, or using the Services, you will be deemed to have fully understood, complied with, and agreed to this Agreement (including any modifications thereto from time to time).
You are responsible for complying with local laws and all applicable laws, rules, and regulations in connection with your use of the Services. By using the Services, you confirm and acknowledge that all funds you use are from legitimate sources and not derived from illegal activities. You agree that we have the right to collect and provide necessary information to relevant authorities to verify the legitimacy of the source of funds and their use.
All headings in this Agreement are for convenience only and are not intended to expand or limit the content or scope of the terms and conditions herein. The Platform and all information on this Agreement are provided on an "as is" and "as available" basis without any commitment or warranty. The headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
3. Definitions
「Account” refers to your account on the Platform.
「agreement” refers toMERRILL CryptoPlatform User Agreement.
「appendix"Lists the individual product service agreements provided by the platform to users.
「AML/CTF” refers to Anti-Money Laundering/Combating Terrorist Financing.
「Business Day” means a day other than a Saturday, Sunday or a banking day declared a general holiday.
「Purchase price"" has the meaning set out in Clause 7.1.
「compensation"" has the meaning set out in Clause 15.1.
「Account Processing"" has the meaning set out in Clause 4.4.
「Digital Assets” refers to the digital representation of value that can be digitally transferred, stored and traded on the Platform.
「dispute” has the meaning set out in Clause 17.11.
「exchange rate"" has the meaning set out in Clause 7.1.
「Fiat transactions" refers to peer-to-peer transactions, where fiat currency is deposited into an account and digital assets are quickly purchased through liquidity providers or third-party platforms.
「Fork"" has the meaning set out in Clause 6.2.
「ICC International Court of Arbitration” has the meaning set out in Clause 17.11.
「Identity information"" has the meaning set out in Clause 10.
「Intellectual Property Rights"" has the meaning set out in Clause 11.
「Internal resolution” has the meaning set out in Clause 17.11.
「Login information"" has the meaning set out in Clause 4.3.
「Miner Fees"" has the meaning set out in Clause 6.1.
「on the other hand” refers to the parties to this Agreement, namely the User and the Platform.
「platform"refers toMERRILL CryptoGlobal platform.
「Time before closing position"" has the meaning set out in Clause 4.4.
「Registration Information"" has the meaning set out in Clause 4.1.
「Sanctioned countries"" has the meaning set out in Clause 17.8.
「Sanctioned persons"" has the meaning set out in Clause 17.8.
「Price"" has the meaning set out in Clause 7.1.
「Serve” refers to the products and services provided to Users through the Platform (see the Appendix for details).
「Transaction Fees"" has the meaning set out in Clause 8.
「trade"" has the meaning set out in Clause 4.2.
「user"refers toMERRILL CryptoGlobal platform users.
「website” means the website or other gateway, such as a mobile application, through which users can access the Platform and use the Services.
4. Account
4.1 Create an Account
To be eligible to create an Account, you must confirm that you are a natural person, legal person or any other entity that has the authority to enter into this Agreement and use the Services in accordance with all applicable laws, regulations and rules. You may not create an Account for the purpose of violating any applicable laws, regulations and rules and/or undermining the services provided by the Platform.
We reserve the right to deny your account registration if you do not meet the eligibility requirements. If you have already created an account, we reserve the right to suspend, terminate, and/or close your account without prior notice and hold you responsible for any resulting adverse consequences. We reserve the right to deny any account application (including, but not limited to, accounts associated with politically exposed persons and/or public figures) at our sole discretion or to comply with anti-money laundering/counter-terrorist financing laws and regulations.
To create an account, you need to provide the following necessary information:
(i) a valid email address;
(ii) mobile phone number;
(iii) real name;
(iv) proof of identity;
(v) any other information necessary to create and maintain an Account;
collectively referred to as the "Registration Data".
If your mobile phone number requires real-name registration, you should complete such registration before providing us with your mobile phone number. You will be responsible for and bear any direct or indirect losses and any adverse consequences arising from failure to register.
You are responsible for updating your registration information and ensuring it remains accurate at all times. You are responsible for the authenticity, completeness, and accuracy of your registration information and will bear any direct or indirect losses and adverse consequences resulting from any inaccurate registration information.
Once your account creation is verified and approved, you will receive an account ID and password to use the Services. You agree to receive emails and/or messages from us related to the management and operation of the Platform.
4.2 Account Use
You have the right to use your account to access the Platform and use the Services, including:
(i) browse the real-time quotes and trading information of digital asset products on this website;
(ii) submitting instructions for a Digital Asset Transaction, whether to conduct a Transaction or otherwise (each, a “Transaction”);
(iii) completing the transaction;
(iv) use the account to view information provided to the user;
(v) participate in events organized by us in accordance with the relevant event rules; and/or
(vi) other services we may provide to you from time to time.
4.3 Account Security
You are solely responsible for the login information associated with your account, including your username, password, mobile phone number, transaction password, and verification codes received via your mobile phone ("Login Information"). If your Login Information is compromised and/or your account is accessed by an unauthorized third party, you may immediately notify us and request that your account be suspended. Upon receipt of such request, we will process your request within a reasonable timeframe. However, we are not responsible for any consequences arising before your account is suspended.
Unless we agree, you may not transfer your account to any other person by donation, loan, lease, assignment or other means.
If any Digital Asset, password or key is lost, stolen, malfunctions, destroyed or otherwise becomes unusable, we have no obligation to issue any replacement Digital Asset.
4.4 Suspension, Termination or Closure
We reserve the right to suspend some or all services to an Account, freeze digital assets in an Account, terminate an Account, close an Account and/or notify relevant authorities ("Account Disposition") if:
(i) we reasonably believe that we need to do so to protect our reputation;
(ii) your account use is subject to any pending litigation, investigation, or governmental proceeding, and/or we believe your account activity presents a higher risk of violating laws or regulations;
(iii) you are from a restricted jurisdiction as described in Section 1.2;
(iv) you are not eligible to create an Account as set out in Section 4.1;
(v) you create an Account on behalf of a legal entity and are not a person authorized to act on behalf of that legal entity;
(vi) we determine, in our sole discretion, that you are not suitable for the Services;
(vii) you are not the person specified in the relevant account registration information;
(viii) you have not logged into your account for one consecutive year;
(ix) you use your account to engage in illegal or improper activities, such as money laundering and bribery;
(x) you use your account to engage in market manipulation, improper trading or other illegal trading activities such as money laundering, smuggling and commercial bribery; and/or
(xi) your breach of this Agreement or any other applicable laws, rules and regulations.
Notwithstanding the foregoing, we reserve the right to close and terminate your account upon providing you with 7 business days' prior notice. You will then have 7 business days to take any necessary action, including canceling any orders or closing any positions (the "Pre-Closing Period"). After the Pre-Closing Period, we reserve the right to cancel your orders, close your positions, and return the Digital Assets in your account to you. Notwithstanding anything in this Agreement, if your account is closed pursuant to this clause, all remaining balances in your account (including fees and liabilities owed to us) will become immediately payable to us.
We are not responsible for any adverse consequences and/or losses related to account processing.
If an account is suspended or closed due to an investigation into fraud, illegal activity, or breach of this Agreement, we will retain full custody of digital assets, funds, and user information/data, which may be surrendered to government authorities.
5. Deposit, Custody, Withdrawal and Transfer
The Services are only available for digital assets supported by us, which may change from time to time. Under no circumstances may you use your account to store, send, request, or receive digital assets in any form not supported by us. We assume no responsibility or liability for any attempt to use your account for digital assets not supported by us. We provide the Services to you and are not the buyer or seller of any digital asset transactions. The Services do not include any deposit, withdrawal, or custody of any fiat currency.
All digital assets in your account are held in our custody, meaning:
(i) Ownership of the Digital Assets remains with you and is not transferred to us. As your account is the owner of the Digital Assets, you bear all risks of loss of such Digital Assets. We do not represent that the assets in your account belong to us, nor do we regard such assets as our own;
(ii) we may not grant a security interest in the digital assets in your account;
(iii) unless required by the relevant authorities or as otherwise provided for in this Agreement, we will not sell, transfer, loan, pledge or otherwise convey the assets in the Account unless directed by you or compelled by a court of competent jurisdiction;
(iv) You control the Digital Assets in your account. Subject to interruptions, downtime, and other applicable policies, you may withdraw Digital Assets at any time by sending them to another blockchain address controlled by you or a third party;
(v) To more securely hold assets in your account, separate your digital assets from our own digital assets or funds through separate ledger accounting entries in your account and our account. Notwithstanding the foregoing, we are not obligated to use different blockchain addresses to store your and other customers’ digital assets or our digital assets.
We reserve the right to set and adjust daily trading volume and withdrawal limits based on internal considerations, including the security and status of the relevant digital asset network.
6. Digital Asset Network
6.1 Digital Asset Trading
We will process transactions based on your instructions. You should verify all transaction information before sending us instructions. We do not guarantee the identity of any user, recipient, requestee, or other third party, and we have no responsibility or obligation to ensure the accuracy and completeness of the information you provide. Once a transaction is broadcast to the relevant digital asset network, it cannot be reversed.
We may charge a network fee ("Garbage Fee") to process transactions on your behalf. We will calculate the Gas Fee ourselves but will inform you of the Gas Fee at (or before) the time you authorize a digital asset transaction. When you or a third party sends digital assets to an account through an external wallet not hosted by the Platform, the transaction initiator is solely responsible for correctly executing the transaction, which may include paying the Gas Fee to successfully complete the transaction. Failure to pay the Gas Fee may result in your transaction being placed in a pending status beyond our control. We assume no responsibility for delays or losses caused by errors in transaction initiation and have no obligation to assist in remediating such transactions.
Once a transaction is submitted to the digital asset network, it will remain in an unconfirmed state for a period of time until the network has fully confirmed the transaction. A pending transaction means it has not yet been completed. Accordingly, the digital assets associated with pending transactions will be indicated and will not be included in the account balance, nor will the transaction be processed, until the network has confirmed the transaction.
We may also refuse to proceed with or cancel any pending transaction if we suspect money laundering, terrorist financing, fraud or any other financial crime, as required by law, regulation or any court or other authority of competent jurisdiction.
6.2 Operation of Digital Asset Protocol
We do not own or control the underlying software protocols that govern the operation of the digital assets supported on our platform. Typically, the underlying protocols are "open source" protocols that are available for anyone to use, copy, modify, and distribute.
We assume no responsibility for the operation of the underlying protocols and cannot guarantee the functionality or security of the network. You acknowledge and accept that the underlying software protocols associated with any digital assets stored in your account are subject to change.
In particular, the underlying protocol may be affected by sudden changes in its operating rules ("forks"). Any such significant operational changes could materially affect the availability, value, functionality, and/or name of the digital assets stored in your account. We cannot control the timing and nature of these significant operational changes. You are responsible for understanding upcoming operational changes. When deciding whether to continue trading the affected digital assets in your account, you must carefully consider publicly available information and any information we may provide. If any such operational changes occur, we reserve the right to take necessary measures to maintain the safety and security of assets on the platform, including temporarily suspending operations on the relevant digital assets.
We will make every effort to notify you of any significant operational changes we may take. However, these changes are beyond our control and may occur without our knowledge. We will determine our sole and absolute discretion regarding any significant operational changes, including deciding not to support any new digital assets, forks, or other operations.
You acknowledge and accept the risks associated with operational changes to digital asset protocols and agree that we are not responsible for such operational changes, nor are we liable for any loss of value you may suffer as a result of such changes. You acknowledge and accept that we have the right to act on any operational changes at our sole discretion and that we have no obligation to assist you with unsupported assets or protocols.
7. Trading Rules
When trading digital assets on the Platform, you should abide by the following rules:
(i) You should read, understand and fully accept the information on the Platform before executing a transaction, including but not limited to prices, fees and whether the Digital Asset is being bought or sold;
(ii) When executing and submitting a transaction, you authorize the Platform to act as a broker for the relevant transaction and to match the relevant counterparty for the transaction without further notice to you;
(iii) you have the right to cancel or modify a transaction at any time before it is executed;
(iv) You can view transaction details and records on the Platform.
7.1 Exchange Rate
Every purchase or sale of a digital asset is subject to the exchange rate for that particular transaction. The "exchange rate" refers to the price of a specific supported digital asset quoted in fiat currency on the platform. The exchange rate is referred to as the "buy price" or "sell price," representing the price at which you can buy or sell the digital asset, respectively.
You acknowledge that at any given time, the buy price exchange rate may differ from the sell price exchange rate, and that the quoted exchange rates may vary by a certain amount, or "spread." By authorizing a transaction, you agree to accept the exchange rate. We do not guarantee any exchange rate. We do not guarantee that you will be able to buy and/or sell your Digital Assets on the open market at any particular price or at any particular time.
8. Fees
You agree to be responsible for all fees and charges. A fee ("Transaction Fee") will be charged for each purchase or sale of Digital Assets. The applicable Transaction Fee will be displayed on the Platform prior to each transaction and will be stated on each receipt we issue to you. We may adjust the Transaction Fee at any time.
9. Compliance
Our Know Your Customer (KYC) and Anti-Money Laundering/Counter-Terrorist Financing (AML/CFT) policies are designed to comply with international KYC and AML/CFT laws and standards, including local laws in your jurisdiction. We will adhere to our KYC and AML/CFT policies and use our best efforts to implement measures and technology to provide you with services in a safe and secure manner, preventing any losses from money laundering.
You authorize us to make such inquiries, directly or through third parties, as we deem necessary to verify your identity or to protect you and/or us from fraud or other financial crime, and to take such actions as we reasonably deem necessary based on the results of such inquiries. When we make such inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference agencies, fraud or financial crime prevention agencies, which may respond to our inquiries in full. This is merely an identity check and should not adversely affect your credit rating. In addition, we may require you to wait for a period after completing a transaction before allowing you to continue using the Services and/or allow you to trade beyond certain limits.
If we learn that any digital assets or funds received in your account are stolen or not legally owned by you, we may (but are not obligated to) place an administrative hold on the affected funds and your account. If we place an administrative hold on some or all of your digital assets, funds, or account, we may maintain the hold until the dispute is resolved and evidence of the resolution is provided in a form acceptable to us. We will not participate in any such dispute or dispute resolution. You agree that we have no responsibility or liability for any such hold or for your inability to withdraw digital assets, funds, or execute transactions during any such hold.
10. Know Your Customer, Anti-Money Laundering/Counter-Terrorism Financing
Regarding Know Your Customer and Anti-Money Laundering/Combating Terrorist Financing, we:
(i) They should publish and update Know Your Customer (KYC) and Anti-Money Laundering/Counter-Terrorism Financing (AML/CFT) policies to meet the standards set by applicable laws, rules and regulations;
(ii) We shall publish and update guidelines and rules related to the operation of the platform, and our staff will provide you with services in accordance with these guidelines and rules;
(iii) design and implement transaction monitoring and control procedures (including but not limited to strict identity verification procedures) and establish a dedicated team to handle anti-money laundering issues;
(iv) adopting a risk-based approach to user due diligence and oversight;
(v) the right to review and inspect transactions on our platform;
(vi) the right to report any transaction that we determine, in our sole discretion, to the relevant authorities; and
(vii) Login Information and Identity Information (as defined in this Agreement) shall be retained for a period of at least 6 years.
If you are an individual, we will collect certain information from you, including but not limited to your Personally Identifiable Information:
(i) name;
(ii) Address (or your permanent address if it is different from your address). Your address (or permanent address) will be verified in the manner specified by us;
(iii) a valid email address;
(iv) date of birth;
(v) nationality;
(vi) your photograph and identification document;
(vii) official identification documents, including passports, identity cards (front and back) and other identification documents issued by relevant authorities;
(viii) such other information as we may request from you from time to time.
If you are a legal entity rather than an individual, we will collect certain information from you, including but not limited to your Business Identity Information:
(i) registration and incorporation documents;
(ii) Articles of Association or Memorandum of Association;
(iii) ownership structure and description thereof;
(iv) a resolution of the board of directors appointing the authorized person to be responsible for the account;
(v) Identification documents of directors, major shareholders and authorized persons. Generally, it is necessary to identify shareholders who hold at least 10% of the voting rights of the relevant entity;
(vi) your address; and
(vii) such other information as we may request from you from time to time,
"Business Identity Information" and "Personal Identity Information" are collectively referred to as "Identity Information."
The identification information we require from you may vary depending on your jurisdiction, and we may also require you to notarize copies of the documents you provide. If you do not provide your identification information in English or Chinese, we reserve the right to request a notarized English version of your identification information.
10.1 Transaction Reports
We will monitor your account for suspicious transaction activity. If we determine that there are suspicious transactions associated with your account, we may suspend, halt, or terminate the transaction, reverse the transaction, and/or report the transaction to the relevant authorities without notifying you. Any action we take regarding suspicious transactions will not constitute a breach of this Agreement.
11. Intellectual Property Rights
All intellectual property rights associated with the Platform (including, but not limited to, the website name, goodwill, trademarks, logos, databases, website designs, text and graphics, software, photographs, videos, music, sounds, and any combination thereof), as well as the intellectual property rights in software compilations, related source code, and software (including applets and scripts) ("Intellectual Property Rights"), shall belong to us. You may not copy, modify, distribute, or use any Intellectual Property Rights for commercial purposes. Your use of the Services does not grant you any rights in or to the Intellectual Property Rights.
By accepting this Agreement, you have exclusively and free of charge assigned to us all copyrights in any form of information you post on this Website. We reserve the right to bring legal action for any infringement of such copyrights and to obtain full compensation for such infringement. Such copyrights include, but are not limited to, the copyright owner's transferable rights, including copyright, distribution rights, rental rights, display rights, performance rights, screening rights, broadcasting rights, network dissemination rights, filming rights, adaptation rights, translation rights, and compilation rights. This Agreement applies to any copyrighted content you post on this Website, regardless of whether such content was created before or after the signing of this Agreement.
When using the Services, you may not illegally use or dispose of our or any other person's intellectual property rights. You may not publish or authorize other websites or media to use the intellectual property rights in any way.
12. Rights and Obligations
Notwithstanding anything in this Agreement, we reserve the right, in our sole discretion:
(i) modify the information displayed on the Website in the event of errors or updates;
(ii) modify, suspend or terminate any or all of the Services at any time without prior notice to you. In the event of any termination, the termination will be effective on the date announced on the Website;
(iii) suspend or permanently terminate your access to your Account and the Platform or your use of any or all Services;
(iv) If we suspect or determine that the information you have provided to us is incorrect, untrue, invalid and/or incomplete, we will notify you to correct or update the information you have provided to us; if you do not correct or update the relevant information, we will suspend or terminate the provision of services to you;
(v) remove any content or information on the Platform that does not comply with applicable laws, rules and regulations without prior notice to you;
(vi) requesting you to provide information in accordance with applicable laws, rules and regulations. You are obligated to assist us in processing such requests;
(vii) To modify the services provided for the benefit of users in the event of exceptional circumstances that prevent the Platform from providing services (such as system failures, network outages, or extreme market conditions). You will be notified of such modifications through announcements on the Website.
Unless otherwise specified in this Agreement, we will:
(i) take necessary technical and management measures to ensure the normal operation of the Platform and provide a necessary and reliable environment for you to use the Services;
(ii) maintain the services provided to you;
(iii) strengthening our technical capabilities and security measures to ensure the safety of your digital assets;
(iv) provide you with advance notice of foreseeable security risks associated with your account.
13. Representations and Warranties
By agreeing to this Agreement, you represent, warrant and/or promise that:
(i) your use of the Services has not been previously suspended or cancelled;
(ii) you are of legal age, capable and authorized to enter into this Agreement and use the Services in accordance with all applicable laws, rules and regulations;
(iii) your use of the Services and your account activity complies with all applicable laws, rules and regulations;
(iv) you have legally acquired and legally own all Digital Assets;
(v) you are solely responsible for actions taken using your account;
(vi) you are responsible for all profits, losses or liabilities arising from transactions and use of your account;
(vii) all information you provide to us is true, accurate and complete;
(viii) you are required to report the situation to the relevant authorities for tax purposes;
(ix) you shall refrain from engaging in any illegal activities through the use of the Services;
(x) Regardless of whether it is related to the services provided by this website, you should always avoid engaging in or participating in any behavior or activities that are detrimental to the interests of the platform;
(xi) You shall not act in a manner that violates the intended purpose of the Platform, such as facilitating the transmission of illegal information, spreading false information about the Platform, infringing upon our rights or the rights of other users, inviting participation in pyramid schemes, or fabricating and transmitting false information to us or other users;
(xii) You may not maliciously interfere with the normal operation of the Platform or other users’ use of the Services through technical means or other means;
(xiii) you will not make or disseminate false or defamatory information about us;
(xiv) If you have a dispute with another user, you may only seek information from us through judicial or other government-related means;
(xv) You are responsible for all fees and taxes associated with any hardware, software and other third-party services you incur in the course of using the Services;
(xvi) You shall comply with this Agreement and other guidelines and rules published by us in connection with the Platform.
14. Liability and Indemnity
You understand and agree that we are not responsible for any of the following and that you are solely responsible:
(i) loss of income;
(ii) Loss of trading profits;
(iii) contract losses;
(iv) business interruption;
(in)currency-related losses;
(we)loss or corruption of information or data;
(vii) Lost opportunities;
(viii) loss in price or value of Digital Assets;
(ix) Expenses incurred in purchasing products and services outside the scope of services;
(x) Any failure of software, hardware, or Internet connection and any distortion or delay resulting therefrom;
(xi) any indirect, special or incidental loss or damage arising from any tort (including negligence) and/or breach of contract or any other cause, whether or not such loss or damage was reasonably foreseeable to us and whether or not we had knowledge of the possibility of such loss or damage;
(xii) Any malicious programs, such as viruses or Trojan horses, that you may be infected with when using the Services;
(xiii) Information, products or services on third-party websites linked to this website;
(xiv) Any loss of effectiveness, accuracy, correctness, reliability, quality, stability, completeness, timeliness, suitability (including for a specific purpose), freedom from error, omission and consistency of any information or technology on the Platform;
(xv) errors in our calculation of transactions on the Platform;
(xvi) The following damages:
(a) damage to your goodwill or reputation;
(b) Damages caused to you when we have reasonable grounds to believe that your transactions and/or actions on the Platform may involve any illegal activities or violate this Agreement;
(c) any damages resulting from any costs or losses incurred in purchasing or obtaining data, information or digital currency through the Services;
(d) arising from your misunderstanding of the Service; and/or
(and)Damage caused by any other losses related to the services that cannot be attributed to us.
14.1Scope of Liability
Notwithstanding anything in this Agreement, our liability to you shall not exceed the total costs incurred by you in the period commencing 3 months before the event giving rise to the liability and ending when the relevant event occurs.
We do not waive any rights not stated in this Agreement and limit, exempt or offset our liability for damages to the fullest extent permitted by applicable law.
If you have a dispute with one or more users of the Services (other than us), you agree that we, our affiliates, service providers, and any of their respective officers, directors, agents, joint ventures, employees, and representatives will not be liable for any claims, demands, and damages (actual and consequential) of any kind or nature arising out of or in any way related to such disputes.
14.2 compensation
You agree to indemnify us, our affiliates, service providers, and their respective officers, directors, agents, employees, and representatives from and against any claims, demands, damages, and expenses reasonably incurred (including attorneys' fees and any fines, fees, or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement and/or our enforcement of this Agreement, your violation of any law, rule, or regulation, or your violation of the rights of any third party.
14.3 Our Guarantee
The warranties and commitments set forth in this Agreement are the sole warranties and representations we make regarding the services provided on this Website pursuant to this Agreement, and supersede any and all other warranties and commitments, whether written, oral, express, or implied, arising in any other manner or form. All such warranties and commitments represent only our own warranties and commitments and do not guarantee that any third party will comply with the warranties and commitments set forth in this Agreement.
15. Termination and Remedies for Breach
We have the right to terminate all services we provide to you at any time in accordance with this Agreement, and this Agreement will terminate on the relevant date of termination of all services. You have the right to terminate your use of the services we provide at any time, and this Agreement will terminate on the relevant date of termination. Upon termination of this Agreement, you agree that you will not have the right to require us to continue to provide you with services or perform any other obligations, including but not limited to requiring us to retain any information in your account or disclose such information to you, or to disclose any unread or unsent messages in your account to you or any third party.
15.1 Breach of Agreement
If you breach this Agreement or any applicable laws, rules or regulations, you will pay us at least US$2 million in damages and bear all costs we incur as a result of such breach, including any legal fees ("Indemnity"). If the Indemnity is insufficient to compensate us, you will be liable for any additional amounts in excess of the Indemnity.
For the avoidance of doubt, termination of this Agreement shall not prevent the non-breaching party from requiring the breaching party to bear other liabilities arising out of or outside this Agreement.
16. Notices and Communications
Users commit to regularly reviewing announcements, materials, and information on the Platform. We will not be liable for any form of compensation if you suffer personal losses due to negligence in not reviewing announcements, materials, and information.
17. Other
17.1 Transfer
The rights and obligations set forth in this Agreement shall be equally binding upon any assignee, successor, executor, or administrator who benefits from such rights and obligations. You may not assign any of your rights or obligations under this Agreement to any third party without our consent. However, we may assign our rights and obligations under this Agreement to any third party at any time by providing you with 30 days' prior notice.
17.2 Force Majeure
If we fail to provide or delay services due to information network equipment maintenance, information network connection failure, computer errors, communication system failures, power failures, weather conditions, accidents, industrial actions, labor disputes, rebellion, uprising, riots, lack of productivity or production materials, fire, flood, storm, explosion, war, mistakes made by banks or other partners, collapse of digital asset markets, actions of governments, judicial or administrative departments, other acts beyond our control or our ability to control, or due to third-party reasons, we will not be liable for such failure or delay in providing services to you, nor will we be liable for any losses you may suffer as a result of such failure or delay in providing services.
17.3 Relationship between the Parties
This Agreement is only binding on the rights and obligations between you and us, and does not involve the legal relationships and legal disputes arising from or related to transactions between users of this website or other parties and you.
Unless otherwise provided in this Agreement, nothing in this Agreement shall be deemed to make us, imply that we are, or otherwise treat us as your agent, trustee, or other representative.
17.4 Entire Agreement
If any provision of this Agreement is held by any court of competent jurisdiction to be unenforceable, invalid or illegal, the validity of the remaining provisions of this Agreement will not be affected.
17.5 Revision
We reserve the right, at our sole discretion, to determine, amend, or modify any part of this Agreement at any time. The date and time indicated in the "Last Updated" section of this Agreement indicates when any changes to the terms and contents of this Agreement occurred. The revised Agreement will take effect immediately upon posting on the Platform. While we take reasonable steps to ensure the accuracy of the information on the Platform, we do not guarantee its accuracy and assume no liability for any losses arising directly or indirectly from any delay or failure in the information on the Platform or from any inability to connect to the internet or to transmit or receive any notifications or messages.
You are responsible for staying informed of any changes to this Agreement. If you disagree with any changes, please immediately cease using the Services. Your continued use of the Services constitutes your agreement to the terms of this Agreement.
17.6 Survival
All provisions of this Agreement that by their nature should survive the expiration or termination of this Agreement will continue to be binding and in effect after the expiration or termination of this Agreement.
17.7 Data Protection
Your personal data will be properly protected and kept confidential, but we have the right to collect, process, use or disclose your personal data in accordance with this Agreement or applicable laws. Depending on the product or service involved, your personal data may be disclosed to the following third parties:
(i) the counterparty to your transaction;
(ii) our shareholders, partners, investors, directors, supervisors, senior management and employees;
(iii) our joint ventures, alliance partners and business partners;
(iv) our agents, contractors, suppliers, third party service providers and professional advisers, including those who provide us with administrative, financial, research, operational and information technology services in areas such as telecommunications, information technology, payroll, data processing, training, market research and storage;
(v) third party business partners who offer goods and services or sponsor contests or other promotions, whether or not with us;
(vi) insurance companies or insurance investigators and credit institutions;
(vii) credit reporting agencies or any debt collection agencies or dispute resolution centres handling disputes;
(viii) auditors, lawyers and other professional advisors;
(ix) relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations enforced by governmental authorities;
(x) any assignee of our rights and obligations;
(xi) banks, credit card companies and their respective service providers;
(xii) by you or a person identified in the applicable contract with your consent.
The collection, use, storage and protection of your personal information shall be subject to the privacy policy published on this website.
17.8 Export Control
Use of the Services is subject to international export control and economic sanctions requirements. By using the Services to send, receive, buy, sell, trade, or store Digital Assets, you agree to abide by these requirements. You may not acquire Digital Assets or use any of the Services if:
(i) you are located in Cuba, the Democratic Republic of the Congo, the Democratic People's Republic of Korea, Iran, Libya, Somalia, South Sudan, Sudan, Yemen, Syria or any other country subject to the U.S. embargo, United Nations sanctions, EU, MAS or HM Treasury financial sanctions regimes (each a "Sanctioned Country"), controlled by a Sanctioned Country, or a national or resident of a Sanctioned Country, or you are a person on any economic sanctions list published from time to time by the relevant authorities (including, but not limited to, the MAS Designated Persons and Entity List; the U.S. Department of Commerce Denied Persons List, Unverified List, Entity List; and the EU Financial Sanctions Regime) (a "Sanctioned Person");
(ii) you intend to provide any acquired or stored Digital Assets or Services to a sanctioned country (or a national or resident of a sanctioned country) or sanctioned person.
17.9 No Waiver
Our or your waiver of the right to pursue the other party's liability for breach of this Agreement or any other liability agreed upon in this Agreement shall not be construed or deemed to be a waiver of the right to pursue the other party's liability for other breaches of this Agreement. Failure to exercise any right or take any remedy shall not in any way be construed as a waiver of such right or remedy.
17.10 Dispute Resolution
You acknowledge and agree that before raising any dispute or claim, you willOfficial emailContact us and we will resolve the relevant dispute internally as soon as possible ("Internal Resolution"). The parties agree to negotiate in good faith to resolve any dispute (such negotiations shall be confidential and protected by applicable laws, regulations and rules and shall not be used as evidence in any litigation).
You acknowledge and agree that in the event of any dispute, controversy, difference, or claim that cannot be resolved internally, including any dispute concerning the existence, validity, interpretation, performance, breach, or termination of these Terms, or any dispute arising out of or in connection with these Terms (collectively, a "Dispute"), the parties shall submit the Dispute to the International Court of Arbitration of the International Chamber of Commerce in accordance with the ICC Arbitration Rules then in effect. The arbitration shall be governed by the applicable law determined in accordance with the ICC Arbitration Rules. Unless otherwise agreed by the parties, only one arbitrator may be appointed under the ICC Arbitration Rules. The arbitrator shall have exclusive authority to rule on matters arising from his or her own jurisdiction, including, without limitation, any objection to the existence, scope, or validity of the arbitration agreement or the arbitrability of any claim or counterclaim. The arbitration shall be conducted in the English language. Regardless of the method of arbitration, the arbitrator shall issue a reasoned written award setting forth the award and its essential and relevant findings, if any. The arbitral award shall be final and binding upon the parties and may be enforced by any court having jurisdiction.
17.11 Unclaimed Property
If we hold Digital Assets on your behalf and we are unable to contact you and have no record of your use of the Services over a period of years, applicable law may require us to report the Digital Assets as unclaimed property to the relevant authorities in certain jurisdictions. We will make every effort to locate you at the address shown in our records, but if we are unable to locate you, we may be required to deliver any such Digital Assets as unclaimed property to the relevant authorities in certain jurisdictions. We reserve the right to deduct a dormancy fee or other administrative expenses from such unclaimed Digital Assets, as permitted by applicable law.
17.12 Waiver of Class Actions
You agree to bring any claim arising out of or related to this Agreement (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) against the other party only in your individual capacity and not as a plaintiff or class member in a purported class or representative proceeding (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claim arises during or after the termination of this Agreement). You further agree to waive any right to have such claims brought, heard, or arbitrated as a class action, collective action, representative action, or private attorney general action, to the extent permitted by applicable law. Separate arbitrations may not be consolidated or joined into a single arbitration without the consent of all parties, including us.
