Terms & Condition
1. Introduction and Your Acceptance of the
Terms of Use
1.1. PLEASE READ THESE TERMS OF USE CAREFULLY IN THEIR ENTIRETY
BEFORE USING THE WEBSITE www.coinermarket.com
OR ANY SERVICE OFFERED THEREIN. BY USING THE WEBSITE OR OTHERWISE ACCESSING OR
USING OUR SERVICES, YOU AGREE TO THE TERMS OF USE. IF YOU DO NOT ACCEPT THE
TERMS OF USE OR ANY PROVISION HEREIN, DO NOT ACCESS THE SITE OR USE THE
SERVICES.
1.2. Afrolis, a company
incorporated under the laws of Nigeria, with a registered office 6 Dalab Street
Wuse Zone 5 Abuja, shall be referred to as “us," "we," "our" or "Company".
1.3. The users of the website www.coinermarket.com (the “Site”), shall be referred to as “you,” “your” or “yourself”.
By using this Site, and/or by registering to use our services, you accept and
agree to comply with these terms and conditions governing your use of the Site
and the services offered therein (the “Terms of Use”). You should read the entire Terms of Use carefully before you
use the Site or any of the services offered on the Site (the “Services”). If you do not agree to any term of these
Terms of Use, you are forbidden to use the Site and the Services.
1.4. You further acknowledge that the privacy policy (made
available on the Site at https:// www.coinermarket.com) (the “Privacy Policy”), is an integral part of these Terms of Use,
and by using the Services, you also agree that you have read, understood, and
accepted the terms of the Privacy Policy.
2. Account Eligibility
By opening an account to use the Services (the “Account”), you expressly represent and warrant that:
i.
you have accepted these Terms of Use;
ii.
you are at least 18 years of age (or the age of majority in your
country of residence and no younger than age 18);
iii.
you are of sound mind and capable of taking responsibility for
your own actions, and have the full legal capacity to accept these Terms of Use
and enter into a transaction involving Digital Currency (as defined below); and
iv.
all information and details that you submit to us during the
initial registration process, and thereafter (including as part of any use of
the Services), are true, current, complete and not misleading and, as
appropriate, match the name(s) on the credit/debit card(s) or other payment
accounts to be used to receive Fiat Money (defined below) in exchange for the
Digital Currency.
3. Registration and Personal Use of your
Account
3.1. The Site is for your own personal and non-commercial use
only. You may only open one Account, and you acknowledge that multiple or
linked accounts are not allowed.
3.2. You further agree that you will not use any Account other
than for your own use, or access the Account of any other registered user (a “Member”) at any time, or assist others in obtaining
unauthorized access.
3.3. By registering with us, you agree to provide us with
current, accurate, authentic, and complete information about you, which may
include without limitations, your name, password, e-mail address, postal
address, telephone number, ID number, birthdate, personal bank account details,
as prompted by the registration and/or verification process, or as prompted at
any time following registration, and you are required to keep any such
submitted information updated at all times. We may request additional
information as necessary, including in the event of any suspicious activity
related to your Account.
3.4. Verification Process. We may verify your details, at any time, by requesting
certain documents from you. These documents may typically include a government
issued identity card, proof of address, such as a utility bill, and proof of
your payment method. We may request that copies of such documents are notarized
at your own expense, with a stamp and attestation or certification by a public
notary. Should the documents fail our internal security checks for any reason,
such as upon suspicion of tampering, or due to suspicious or proven
misrepresentation, we shall be under no obligation to accept such documents as
valid, and under no obligation to provide feedback on the exact nature of our
findings with regards to these documents. In addition, we may request that you
participate in a phone or video call to verify your identity.
3.5. We may also perform further background checks on you and
request any relevant documentation from you for any reason related to your use
of the Services and/or as supporting evidence for any information you provide.
3.6. You acknowledge that in order to conduct such verification
process and/or background checks, we may perform inquiries, directly or
indirectly through third party service providers in the attempt to prevent
misidentification, fraud, suspicious activity, money laundering or any other
forbidden activity, and may take actions with respect to the outcome of such
inquiries, as we deem necessary. You hereby provide us with your authorization
for such inquiries, including with respect to a query of your account information.
3.7. The aforementioned notwithstanding, the Company may, at any
time, and in its sole discretion, deny you the option to open an Account, limit
the Account that you may establish and maintain, or suspend any transaction
pending our review of any information submitted by you.
3.8. Confidentiality of your Account. You acknowledge that you are
responsible for maintaining the strict confidentiality of your Account
information, including your password, safeguarding your own Digital Currency,
and for all activity and transactions that are posted to your Account. You
understand that any compromise of your login information may expose your
Account to unauthorized access by third parties which may result in loss or
theft of Digital Currency or funds from your Account.
3.9. Security Alerts. In order to receive security alerts from the Company,
you must update the Company with respect to changes in your email address and
telephone number. In no event will the Company be held responsible for any
damages or losses which you may sustain as a result of compromise of your
Account login credentials due to no fault of the Company and/or failure to
follow or act upon any notices or alerts that we may send to you.
Notwithstanding the above, the Company does not guarantee to provide you with
said alerts or to take any other action in this regard, and shall not be held
liable for not doing so.
3.10. Misuse. The creation
or use of an Account without obtaining our prior express permission will result
in the immediate suspension of any such Account, as well as all pending
Purchase/Sale offers. Any attempt to do so or to assist others (former
registered users or otherwise), or the distribution of instructions, software
or tools for that purpose, will result in the Accounts of such users being
terminated, without derogating from any other remedy to which the Company may
be entitled for such a violation and the Company may take further actions
against you.
3.11. You are required to notify us immediately of any
unauthorized use of your Account or password, suspected compromise of your
login information, or any other breach of security by email, addressed to [email protected].
3.12. We may terminate the account of any Member who does not
comply with our verification or security requests, or otherwise violates the
foregoing rules, and such Member may be held liable for losses incurred by the
Company or by any third party due to the Member’s non-compliance and/or
violation of rules.
3.13. Responsibility for Third Party Acts. Your Account is for your personal use
only, and not for the use or access by any third party. In any event, you are
fully responsible for all acts or omissions of any third party accessing and/or
using your Account.
3.14. You agree that you will not use the Services to perform
criminal activity of any sort, including but not limited to, money laundering,
illegal gambling operations, terrorist financing, or malicious hacking. In
addition, you warrant not to use methods to conceal the location from which you
access the Site and that you will disclose to the Company your accurate and
true location. Should the Company determine in its sole discretion that
the activity on your Account is suspicious or related to any prohibited
activity or illegitimate operation, the Company may cancel or suspend your
Account, block any outstanding transactions, deny any new transactions, and/or
freeze any funds available on your Account.
3.15. You agree to receive promotional and/or informational
emails from us to the email address you provided in your Account. Such
emails will be cancelled upon your request using the
"unsubscribe" option presented in any such email, when applicable.
3.16. By registering with us and/or using the Site, you confirm
that you did not Mine any Digital Currency you offer us for Sale, and that you
did not buy any Digital Currency you offer us for Sale from a Miner. For
the purposes of this Agreement, “Mine” or “Mining” means the process of using
cryptographic hash functions to authorize crypto-transactions, and a “Miner” is
a person who performs such Mining.
4. Provision of the Services
4.1. Purchase of Digital Currency. The Services allow Members to buy from the Company
Bitcoin and/or Ethereum and/or any other digital currency (the “Digital Currency”) that may be available for purchase on the
Site from time to time (a “Purchase”).
4.2. Sale of Digital Currency. At the Company’s sole discretion, the Company may also
elect to allow Members to sell Bitcoin and/or any other digital currency to the
Company (a “Sale”).
4.3. Transactions in Exchange for Fiat Money. Upon successfully opening and
establishing your Account following the verification process, you may begin to
engage in Purchase and/or Sale transactions of Digital Currency, as applicable,
on a per-transaction basis in exchange for USD, EUR, or other fiat currencies
as determined by the Company from time to time (collectively and individually,
the “Fiat Money”).
4.4. No Guarantee of Payment Methods. You may send and/or receive Fiat Money to
and from the Company through bank account wire transfers, credit card payment,
or a third party processor. However, the Company cannot guarantee that all such
payment methods will always be available to you. The availability of each
payment method depends on several factors, including but not limited to your
location, the identification information you have provided the Company, and certain
limitations imposed by third party payment processors, if any.
4.5. Payments and Transfers.
A) Purchase Payments. You understand and accept the following terms pertaining
to any bank wire transfer you send the Company in connection with your Purchase
order for Digital Currency:
i.
a payment may, in the Company’s sole discretion, not be accepted
by the Company if it is made:
a.
to a different beneficiary than specified in the payment
instructions presented to you when you place your order; or
b.
from a bank account in a name that does not match your name as
registered on your Account with the Company, or that otherwise cannot be
identifiable to the Company's satisfaction as yours;
ii.
in the event the payment actually received by the Company's bank
account, net any applicable bank or administrative fees, is lower than the
payment amount required to fulfill your Purchase order, the Company, in its
sole discretion, shall either:
a.
automatically update and fulfill the Purchase order in
accordance with the payment amount net fees actually received and send a
notification with the updated order; or
b.
contact you to receive new instructions to amend or cancel your
order; and
iii.
in the event the payment received into the Company's bank
account, net any applicable bank or administrative fees, is higher than the
payment amount required to fulfill your Purchase order, the Company, in its
sole discretion, shall either:
a.
update your Purchase order according to the amount actually
received for amounts where the discrepancy is not more than 1,000 Euros and
send a notification to you about the updated order; or
b.
contact you to receive new instructions to amend or cancel your
order.
B) Sale Transfers. You understand and accept the following terms pertaining
to any Digital Currency transfer you send to the Company in connection with
your Sale order:
i.
a transfer may, in the Company’s sole discretion, not be
accepted by the Company if it is made:
a.
to a different Company Wallet Address than specified in the
transfer instructions presented to you when you place your order; however,
under these circumstances, the Company may, in its sole discretion, accept such
transfer and fulfill your Sale order; or
b.
designating a Bank Account for payment in a name that does not
match your name as registered on your Account with the Company, or that
otherwise cannot be identifiable to the Company's satisfaction as yours;
however, under these circumstances, the Company may, in its sole discretion,
accept such transfer and fulfill your Sale order;
ii.
in the event the transfer actually received into the Company's
Wallet Address, net any applicable fees, is lower than the transfer amount
required to fulfill your Sale order, the Company, in its sole discretion, shall
either:
a.
automatically update and fulfill the Sale order in accordance
with the transfer amount, net fees, actually received, and send a notification
with the updated order; or
b.
contact you to receive new instructions to amend or cancel your
order; or
c.
ask you to provide us with a newly generated, unused Wallet Address
to which we will return the Digital Currency received; and
iii.
in the event the transfer received into the Company's Wallet
Address, net any applicable fees, is higher than the transfer amount required
to fulfill your Sale order, the Company, in its sole discretion, shall either:
a.
for any amount received that is higher by up to five percent
(5%) than the transfer amount required to fulfill your Sale order, we may
update your Sale order according to the amount actually received, and send you
a notification about the updated order; or
b.
for any amount received that is higher by more than five
percent (5%) than the transfer amount required to fulfill your Sale order, we
may update your Sale order so that the discrepancy is not more than five
percent (5%) of the transfer amount required to fulfill your Sale order, send
you a notification about the updated order, and ask you to provide us with a
newly generated, unused Wallet Address to which we will return the excess
Digital Currency; or
c.
contact you to receive new instructions to amend or cancel your
order.
iv.
in the event that you transfer Digital Currency to a
Wallet Address other than the Wallet Address specified in the transfer
instructions, and such Wallet Address is not a Company Wallet Address, Company
shall have no liability whatsoever, including without limitation, having
no obligation to complete the Sale order, no obligation to replace the Digital
Currency , and no obligation to assist in tracking or recovering such erroneous
transfer.
4.6. Delivery of Digital Currency. The Company will use reasonable efforts to deliver
the Digital Currency you Purchase to you at the earliest commercially
reasonable time in accordance with the terms and conditions hereunder. You
acknowledge that delivery of the Digital Currency you purchase may be completed
separately from the payment process, and it may take time for the Digital
Currency transfer to be processed. You also acknowledge that on some occasions,
the Company may not be able to fulfill your Purchase order or deliver the
Digital Currency as further explained herein.
4.7. Payment of Fiat Money. You acknowledge and accept that: (i) the Company will
use reasonable efforts to pay the Fiat Money for your Digital Currency Sale to
you at the earliest commercially reasonable time in accordance with the terms
and conditions hereunder; (ii) payment of the Fiat Money for a Digital
Currency Sale may be completed separately from the transfer process, and it may
take some time for the Fiat Money transfer to be processed; (iii) on some
occasions, the Company may not be able to fulfill your Sale order or transfer
the Fiat Money as further explained herein; (iv) for your Sale of Digital
Currency to the Company, we will pay Fiat Money to the International Bank
Account Number (“IBAN” or “Bank Account”) you provide to us with respect to each of
your Sale orders and which you verify with us upon our verification request for
each order; (v) such verification request may include, without limitation,
verification through email or other electronic means; (vi) in the event you do
not verify your Bank Account within 30 days of our sending such verification
request to you, we reserve the right to send the relevant Fiat Money to the
Bank Account you provided to us upon initiating the applicable order,
irrespective of any verification from you; and (vii) once we send Fiat Money to
a Bank Account, we will be unable to retrieve that Fiat Money from that Bank
Account
4.8. Wallet Address. An identifier of alphanumeric characters which
represents a possible destination for a Digital Currency payment is a “Wallet Address” (for example, the Wallet Address for Bitcoin
is a string of 26 to 35 alphanumeric characters, beginning with the number 1 or
3). You understand and accept that: (i) we shall deliver the Digital
Currency you Purchase to the personal digital Wallet Address that you provide
to us with respect to each of your Purchase orders and which you verify
with us upon our verification request for each order; (ii) such verification
request on Purchase orders may include, without limitation, verification
through email or other electronic means; (iii) in the event that you do not
verify your Wallet Address within 4 (four) days of our sending such
verification request to you, we reserve the right to send you the relevant
Digital Currency to the Wallet Address you provided to us upon initiating the
applicable order, irrespective of any verification from you; (iv) once we send
you Digital Currency to your Wallet Address, we will be unable retrieve that
Digital Currency from your Wallet Address; (v) the Digital Currency on Sale
orders shall be delivered by you to the specific Wallet Address that we provide
to you with respect to each of your Sale orders and which you verify with us
upon our verification request for each order; (vi) such verification request on
Sale orders may include, without limitation, verification through email or
other electronic means; (vii) in the event that you do not verify our Wallet
Address within 30 days of our sending such verification request to you, we
reserve the right to cancel the applicable Sale; and (viii) once you send us
Digital Currency to a Wallet Address, you will be unable retrieve that Digital
Currency from that Wallet Address.
4.9. No Liability for Errors. You acknowledge that the Company will not be liable for
any error with respect to the instructions you provide, including without
limitation erroneous Wallet Address and/or Bank Account information.
4.10. No Guarantee of Value or Liquidity. You understand and accept the risks
involved in buying and selling Digital Currency, and specifically your Purchase
and Sale of Digital Currency, including the fact that the Company cannot
guarantee that any Digital Currency will have, at any time in the future,
certain value (if any) or market liquidity. There is no guarantee that you will
be able to sell the Digital Currency to any third party at a later time, and in
no event will the Company be obligated to purchase from you any Digital
Currency, whether bought from the Company or otherwise. (See also Section, 18,
"Risks").
5. Price of Digital Currency and the Execution
of Your Order
5.1. Price. The rate for
Purchase and Sale of Digital Currency, as applicable, shall be determined in
accordance with the price as displayed on the Site (the “Price”). The Price is comprised of the Digital
Currency market rate and our commission fee; additional fees may apply on top
of the Price. Changes to any applicable fees may be made at any time in our
sole discretion; it is your obligation to verify applicable fees prior to
engaging in any order or transaction; an updated list of applicable fees shall
be displayed.
5.2. Notwithstanding the above, you hereby understand and agree
that the Price displayed on the Site for Purchase or Sale of the Digital
Currency is accurate for the thirty (30) minutes immediately following the
initial step in the placement of an order (the “Preliminary Price”), and the
Preliminary Price which appears on the Site upon your order may not be the
final price or rate of your transaction. This is due to the highly volatile
nature of the price of Digital Currency and the period of time that may be
required for completing the transaction, as further detailed below.
5.3. The final price of your transaction (the “Final Price”) will be the price which appears on the Site upon:
i.
the processing of a credit/debit card Fiat Money payment in a
Purchase order, provided that you successfully submit the payment within the
thirty (30) minutes immediately following the initial step in your placement of
this order (after which, the order permanently expires and cannot be
fulfilled);
ii.
our receipt of confirmation of payment from our bank, with
respect to a Fiat Money payment made by you via bank wire transfer in a
Purchase order; and
iii.
the actual crediting of a Company Wallet Address designated by
us for your Sale order, with respect to the Digital Currency credited by you to
us in that Sale, provided that the crediting was completed within the thirty
(30) minutes immediately following the initial step in your placement of this
order (after which, the order permanently expires and cannot be fulfilled).
5.4. You understand and agree that the Final Price may be either
higher or lower than any other rate or price which was previously available on
the Site, in accordance with value fluctuation which may occur, and that this
may change either in your favor or in the Company’s and we have no control
whatsoever on such change. A Price in Fiat Money for a transaction is locked
for thirty (30) minutes when the initial step in the placement of the
Purchase/Sale order is logged (the Preliminary Price); once the Preliminary
Price has expired, the Final Price will apply to any applicable transaction.
5.5. As soon as reasonably practicable thereafter, and subject
to the completion of our KYC process and/or other inspections to our
satisfaction, we shall execute your order at the Final Price (the “Execution”). Until Execution, any order by you shall be
considered as pending and not completed, and shall not be binding on us
whatsoever.
5.6. Delivery.
As soon as reasonably practicable after the Execution of your order:
i.
in the case of your Purchase of Digital Currency from us, the
relevant Digital Currency shall be delivered by us to your Wallet Address.
While we will attempt to transfer the Digital Currency as soon as we can,
please note that the transfer may take some time to be processed;
ii.
in the case of your Sale of Digital Currency to us, we
shall deliver Fiat Money through a bank wire transfer, credit card, or other
third party payment processor, all using the details per applicable payment
method you provided during the placement of your Sale order; and
iii. we shall provide you, either on the Site, via email, or otherwise, a transaction confirmation, detailing the Final Price and other particulars about the applicable Purchase, Sale, and the Execution (the “Transaction Confirmation”).
6. Refund
5.7. Any payment by us to you, including refunds of payments
initially made by you to us, whether of Fiat Money or Digital Currency, shall
be paid after deduction of any applicable fees and/or transaction costs and
expenses, including, without limitation, our commission fee.
5.8. Cancellation Policy. You acknowledge that Executed transactions are
non-cancelable and you cannot change or reverse any transaction - whether
completed or pending (including any order in which the Wallet Address has not
yet been verified by you, as described in section 4.7 above).
Notwithstanding the above, the Company, in its sole discretion,
without any obligation whatsoever, may endeavor to comply with a request from
you to cancel a transaction on your Account. Subject to applicable law and
regulation, in the event the Company cancels your Purchase order after having
received Fiat Money from you with regards to such order, the Company will
refund such funds to you minus any costs or expenses incurred with regards to
such refund, including without limitation any bank charges, currency exchange
charges and/or payment processing charges. With respect to cancellation of your
Sale order after having received Digital Currency from you, the Company will
credit you with such Digital Currency minus applicable transaction costs and
expenses. Any return for a canceled transaction shall be at an exchange rate
determined in the Company's sole reasonable discretion.
5.9. Unsuccessful Payments. If your payment method is declined, whether due to
insufficient funds or deemed unsuccessful for any other reason, you agree that
the Company, in its sole discretion, may: (i) cancel any applicable
transaction; (ii) fulfill a portion of that transaction; or (iii) debit
alternative payment methods provided by you, in the amount necessary to complete
a pending transaction. In the event of termination of any transaction, the
Company will make reasonable efforts to provide you with notification of such
termination. If any fees apply on failed bank-transfer attempts made by the
Company to you in the course of executing your Sale order, and such failure is
reasonably attributed to an error by you, such fees shall be deducted from
either (x) the amount of Fiat Money that is transferred to you if the order is
subsequently executed; or (y) the amount of Digital Currency that is returned
to you if the order is declined and the Digital Currency is returned.
5.10. Ownership of your Wallet Address. You guarantee to use and provide a
Wallet Address owned by you exclusively and which is under your sole and full control,
for the purpose of executing any transaction, including: (a) in a Purchase
order, a Wallet Address to which we will transfer Digital Currency; (b) in a
Sale order, a Wallet address (or Wallet Addresses) from which you will
transfer Digital Currency to us and/or a Wallet Address to which we may return
Digital Currency.
5.11. The Company reserves the right to deny processing any
order, or cancel any pending transaction if:
i.
required to do so by law, regulation, competent court order, or
other competent authority;
ii.
the Company considers any such order or transaction to be in
conflict with our Risk Management Policy, or as violating any provision of
these Terms of Use, or applicable law or regulation;
iii.
it exceeds any limit which may apply to the number or volume of
transactions in any given period, in accordance with Company’s policies, as may
be amended from time to time, or any other applicable laws and regulations; or
iv.
such transaction places the Company’s operation, good name, or
reputation at risk.
In addition, we may contact you to obtain additional files or
submissions, obtain proof of current location, or other relevant information in
attempts to avoid declining a transaction, although we are not required to do
so under any circumstances. Your compliance with any information request
in connection with any transaction does not guarantee or require that such
transaction will be executed; execution of any transaction shall be at our sole
and exclusive discretion. Whenever we decline a Sale transaction for any
reason, we will transfer the Digital Currency that we received from you back to
you in accordance with your instructions; in order to provide such returns,
subject to the terms and conditions contained herein, we will request that you
provide a Wallet Address to which we will transfer the Digital Currency.
However, we reserve the right to decline transfers to such Wallet Address and
require you to provide an alternative Wallet Address at our sole reasonable
discretion. If you neglect or refuse to provide a Wallet Address that is
acceptable to us, as determined in our sole reasonable discretion, we may take
any additional actions available to us under these Terms of Use or other
applicable laws and regulations with respect to such transaction
7. Users Content
6.1. Should you upload any content on the Site, including
without limitations, any text, photo, or other material, you warrant that such
content will not consist of: (a) false, misleading information or
misappropriation; (b) copyrighted material which you are not authorized to post
publicly; (c) obscene, offensive, profane, unlawful content or any content
which, subject to Company’s sole discretion, may harm or risk the Company’s
good name and reputation; or (d) anything that is otherwise prohibited by any
applicable laws.
6.2. Without relieving you of your responsibility as
abovementioned, the Company may, subject to the Company’s sole discretion,
remove any content which is in violation of the above detailed in addition to
any further action which the Company deems necessary. The Company does not
undertake to review any such content nor assumes any responsibility in
connection therewith.
6.3. You acknowledge that the Company cannot and does not
endorse or guarantee the authenticity, identity or reliability of any content
and information either posted by any user of the Site or attributed to any user
of the Site, thus relying on users’ content is solely at your own discretion
and risk.
8. Payment Transactions, Third Party
Processors, and Chargebacks
7.1. You are fully responsible for paying all sums (whether Fiat
Money or Digital Currency) owed to us by you. We reserve the right to withhold
any payment which is to be made to you until the Company can properly identify
and authenticate your identity and/or payment details (as applicable).
7.2. Third Party Service Processors. You acknowledge that the Company may, subject to the
Company’s sole discretion, use third-party payment processing service providers
to process any payment between you and the Company, including but not limited
to payments in relation to your use of the Services and any transaction
executed by you. In such cases, you confirm that the Company may provide
certain personal information and/or documentation about you, including with respect
to a transaction executed by you as needed to complete the transaction or as
required under any inquiry or in the event of detection of fraud or suspicion
of such.
7.3. In accordance with the Company’s Privacy Policy, the
Company may use or transfer your information to any other third party service
providers for the purpose of providing you with the Services under the Site or
the improvement thereof, as well as for any KYC, AML or CTF procedures, as
described hereunder.
7.4. If the Company reasonably believes that a fraudulent act
was or is made by you or in connection with your Account, including use of
stolen credit cards or any other fraudulent activity (including any chargeback
or other reversal of a payment), it reserves the right to close or suspend your
Account, terminate the Terms of Use, and/or reverse or withhold any payment.
The Company shall be entitled to inform any relevant authorities or entities
(including credit reference agencies) of any payment fraud or otherwise
unlawful activity, and may employ collection services to recover payments. The
Company shall not be liable for any unauthorized use by any third party of
credit/debit cards, irrespective of whether or not the credit/debit cards were
reported stolen.
7.5. You further agree that you will not make or attempt to make
any chargebacks, and/or deny or reverse any payment or deposits that you have
made. You hereby agree that you will reimburse us for any chargebacks, denial
or reversal of your payments or deposits and any loss suffered by us as a
consequence of this. In any such event, we reserve the right to cease to
provide the Services, terminate the Terms of Use, withhold payments to you, and
take any further action which we may see as appropriate.
7.6. In connection with any Sale or Purchase, in the event that
we transfer Fiat Money or Digital Currency to you that you are not properly
authorized by this Agreement to receive or keep, we reserve the right to offset
such amounts with Fiat Money and/or Digital Currency we receive from you in
subsequent transaction(s), to the full extent permitted by law and/or this
Agreement.
9. Use of Our Technology and Intellectual
Property
8.1. You may only use the Site and all content derived from the
Site, including, but not limited to, the copyright and all other intellectual
property rights in the Site, in connection with the Services for your personal
and non-commercial use and in accordance with the Terms of Use. The Site’s
code, structure and organization are protected by intellectual property rights.
You must not: (i) copy, redistribute, publish, reverse engineer, decompile,
disassemble, modify, translate or make any attempt to access the source code to
create derivative works of the source code, or otherwise; (ii) sell, assign,
sublicense, transfer, distribute or lease your access to the Site; (iii) make
the Site available to any third party through a private computer network; or
(iv) use the Site in a manner prohibited by any laws or regulations which apply
to the use of the Site (collectively the "Prohibited Acts").
8.2. You will be liable to us for any damage, costs or expenses
we suffer or incur that arise out of or in connection with your commission of
any of the Prohibited Acts. you shall notify us as soon as reasonably possible
after becoming aware of the commission by any person of any of the Prohibited
Acts and shall provide us with reasonable assistance with any investigations we
may conduct as a result of the information provided by you in this respect.
8.3. The brand names relating to the Site and any other trade
marks, service marks and/or trade names used by us, or on our own behalf (the
"Trade Marks"), are owned by us or our licensors. In
addition to the rights in the Trade Marks, we and/or our licensors own the
rights in all other content of the Site (the "Content"). By using the Services you shall not
obtain any rights in the Trade Marks or the Content, and you may use the Trade
Marks and Content in accordance with the terms of the Terms of Use only.
8.4. Availability of the Site. The Company cannot and does not guarantee the
availability of the Services or the Site at all times. You acknowledge that the
Company reserves the right, at all times, to delay, deny, or make unavailable,
at any time and at its sole discretion, any or all of the Services and/or the
Site itself. The Company shall have no responsibility or liability whatsoever
in connection with the unavailability of any Service, whether caused by the
Company as aforementioned or by any third party or force majeure. You explicitly
understand that any such event may cause a delay in the execution or processing
of your orders and transactions, and you irrevocably release the Company of any
liability in this regard.
8.5. Security and Viruses. Any use of the internet may be subject to a virus attack
and/or communication failure. The Company shall not bear any liability,
whatsoever, for any damage or interruptions caused by computer viruses,
spyware, Trojan horses, worms or other malware that may affect your systems,
computer or other equipment, or any phishing, spoofing or other virus attacks.
The Company recommends that all Members use a reputable and available virus
screening and prevention software at all times. You should also apply caution
when reviewing text messages and emails purporting to originate from the
Company, as SMS and emails are also vulnerable to phishing and spoofing and
additional viruses. It is advisable that you log into your Account through the
Site only and avoid using unauthentic communication advising you options to log
in.
8.6. Confidential Information. Provided that any information is disclosed to you in the
course of using the Services that a reasonable investor knows, or should know,
is of a confidential or proprietary nature (“Confidential Information”), you are obligated to keep such
Confidential Information in strict confidence and use it in connection with the
Services only. You may not disclose such Confidential Information without the
Company’s prior written consent.
10. Compliance
9.1. Your use of the Site and Services must be in compliance
with all laws and regulations applicable to you based on your applicable
jurisdiction. It is your exclusive responsibility to ensure that your use of
the Site and Services is compliant with the applicable laws and regulations.
9.2. Where the Company believes that your use of the Site and
Services may not be fully compliant with applicable laws and regulations,
including, but not limited to, where there is any reason to suspect that your
use of the Services involve any prohibited activities or you otherwise fail to
complete the KYC, AML and CTF procedures described under Section 17 below, we may refuse to provide you access to the Site or
the Services, process your transactions or accept you as a customer, in addition
to any other action which we may deem reasonable.
9.3. Applicable Sanctions. You warrant that you will comply with all applicable
international economic and export sanctions and any requirement therein.
Without limiting the generality of the aforementioned, you will not use the
Services available on the Site if any of the following applies to you:
i.
You are a national or resident of Iran, North Korea, Cuba, Syria
or the Crimea region (of the Ukraine / Russia), or any other country
included in the US embargo, United Nations sanctions, HM Treasury's financial
sanctions regime (the “Restricted Territories”) or you intend to distribute or provide the acquired Digital
Currency or the Services to the Restricted Territories;
ii.
Your name appears on the US Treasury Department's Specially
Designated Nationals List or the US Commerce Department's Denied Persons List,
Unverified List, Entity List HM Treasury's financial sanctions regime (the “Restricted Persons”) or you intend to distribute or provide the
Services to any person of the Restricted Persons; and
iii.
You are on a prescribed sanctions list.
9.4. You fully understand and accept that we may not make the
Services available in all markets and regions, and may restrict or prohibit the
use of the Services from, and by residents or nationals of, certain
jurisdictions ("Restricted Locations" – listed). You, therefore, further represent and warrant
that you are not located in, under the control of, or a national or resident of
any Restricted Locations.
9.5. Applicable Taxes. You are exclusively responsible to inquire with respect
to the taxes applicable to your transactions on the Site. The Company is not
and will in no event be deemed as providing any tax advice or consultation. It
is your responsibility to report and remit the taxes payable to the appropriate
tax authorities
11. Account Suspension, Termination, and
Cancellation
10.1. You acknowledge that, at any time, the Company will be
entitled to: (a) suspend your Account and your Access to the Site and the
Services, (b) terminate the Terms of Use and your access to the Site and close
your Account, (c) refuse processing, cancel or reverse any transaction of
Digital Currencies, regardless if corresponding funds have been debited from
your payment method; (d) restrict your Account; and/or (e) prohibit access to
the Site and its content or tools, delay or remove hosted content, and take
technical and legal measures to keep users off the Site, all of the
aforementioned for any reason whatsoever, all subject to the Company’s sole
discretion, including without limitation as a result of the following:
(i) violation of these Terms of Use, including without
limitations, failure to pay for any transaction; (ii) attempts to gain
unauthorized access to the Site or another Member’s account or to provide
assistance to others’ attempt to do so; (iii) the Company has reasonable
suspicion that a transaction involves illegal activity, including without
limitations, money laundering, terrorist financing, fraud, or any other crime;
(iv) the Company reasonably suspects that your Account or any transaction is
related to prohibited use or is non-compliant with any applicable laws or
regulations; (v) the Company is requested to do so by a court order, law
enforcement or other government or regulatory order or if your Account is
subject to litigation or investigation; (vi) you abuse the Services provided by
the Company, including by opening multiple accounts and/or taking advantages of
promotions in bad faith; (vii) any of the Company’s third party providers
denies providing you the Services; (viii) the Company believes you are creating
problems or possible legal liabilities; (ix) force majeure events, including
operational and technical errors; (x) no transaction with respect to the
Services has been carried out by you for twelve or more consecutive months;
(xii) the Company believes that you adversely affect its reputation; (xiii) the
Company reasonably believes that your Account is associated with any account
that has been suspended or terminated for breach of the Terms of Use or
suspended for any other reason;(xi) you did not provide information upon the
request of the Company or the information provided does not meet the Company’s
requirements; or (xii) the Company believes your Account and/or transaction
does not meet the Company's risk tolerance.
10.2. Notwithstanding the abovementioned, the Company may, in
its sole discretion, suspend or terminate your access to the Site and/or the
Services, or refuse to open an account for you on any other grounds.
10.3. In the event the Company should suspend or terminate your
access to your Account and the Services, you shall neither be able to access
your Account nor use any or all of the Services. In such event of termination
or suspension, we reserve the right to: (i) cancel outstanding and/or pending
orders to purchase Digital Currency from us or to sell Digital Currency to us;
and (ii) withhold any Fiat Money which you have paid to us for the purchase of
Digital Currency from us for which you have not received, or withhold any
Digital Currency that you have transferred to us for the Sale of Digital
Currency to us for any Fiat Money you have not received.
10.4. In the event your Account is suspended or terminated by
the Company, the Company may provide you with notice of such suspension or
termination. In addition, you acknowledge that the Company is not obligated to
disclose any findings and information acquired by the Company’s security and
risk management procedures.
10.5. Termination by you. You may terminate your Account at any time by submitting
your request to terminate your Account at [email protected]. No termination fee shall apply, except that
you will be responsible for fulfilling any outstanding payment obligations to
the Company existing as of the effective date of termination and to settle any
pending transactions. The Company reserves the right to suspend any pending
transactions at the time of cancellation.
10.6. On termination of the Terms of Use, you shall: (i) stop
using the Site and the Services; (ii) pay us any Fiat Money which you owe to
us; (iii) provide to us any Digital Currency which you owe to us.
10.7. The right to terminate the Terms of Use and to close your
account shall not stop you or us from exercising any other right or remedy
under the Terms of Use, whether with respect to the termination or to any other
event.
10.8. Upon the termination of the Terms of Use for any reason,
except as otherwise provided in the Terms of Use, and subject to any rights or
obligations which have accrued prior to termination, neither party shall have
any further obligation to the other under the Terms of Use.
10.9. Retaining or Erasing Information. Following the termination of the Terms
of Use, the Company may retain information for as long as we have a business or
tax need or as required under applicable laws, regulations and/or
government orders from time to time; provided however, in cases where such a
need or government requirement does not exist, the Company shall endeavor to
erase and discard your data, all subject to the limitations and requirements
under the applicable laws and regulations.
12. Limitations of Liability; Release
11.1. THE SERVICES AND THE SITE ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR
WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE COMPANY SPECIFICALLY
DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE COMPANY
DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO THE SITE,
THE SERVICES, AND/OR ANY PART OR MATERIALS MADE AVAILABLE THEREIN, WILL BE
COMPLETE, ERROR FREE, CONTINUOUS, UNINTERRUPTED, ACCURATE, THAT DEFECTS WILL BE
CORRECTED, AND/OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES
AND BUGS, AND MAKES NO REPRESENTATION PERTAINING TO THE FULL FUNCTIONALITY, ACCURACY,
RELIABILITY OF THE MATERIALS AND/OR AS TO RESULTS, OR THE ACCURACY OF ANY
INFORMATION OBTAINED BY YOU THROUGH THE SERVICES AND/OR SITE. THE ENTIRE RISK
AS TO THE USE, QUALITY, AND PERFORMANCE OF THE SERVICES AND/OR SITE LIES WITH
YOU.
11.2. THE COMPANY HAS NO OBLIGATION TO MAINTAIN YOUR ACCOUNT
NAME OR PASSWORD. THE COMPANY SHALL NOT BE LIABLE IF YOU MISPLACE, FORGET OR
LOSE YOUR ACCOUNT NAME OR PASSWORD BECAUSE OF ANYTHING OTHER THAN THE COMPANY'S
NEGLIGENCE.
11.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL THE COMPANY, ITS AFFILIATES OR SERVICE PROVIDERS, OR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR
REPRESENTATIVES, BE LIABLE TO YOU OR ANYONE ON YOUR BEHALF FOR ANY DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES OR LOSS OF
ANY KIND, INCLUDING WITHOUT LIMITATIONS, LOSS OF BUSINESS, PROFITS, REVENUES,
DATA, CONTRACTS OR ANTICIPATED SAVINGS, AND./OR LOSS OR ANY DAMAGE ARISING FROM
YOUR USE OF THE SITE OR SERVICES OR SOFTWARE, WHETHER BASED IN CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION
WITH AUTHORIZED OR UNAUTHORIZED USE OF THE SITE AND/OR SERVICES.
11.4. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION WHICH YOU MAY
HAVE ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THE TERMS OF
USE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE
OR BE FOREVER BARRED.
11.5. WE SHALL NOT BE LIABLE TO YOU IN ANYWAY WHATSOEVER FOR THE
TRANSFER OF ANY AND ALL DIGITAL CURRENCY IF YOU PROVIDE US WITH ANY INCORRECT
AND/OR INCOMPLETE, PUBLIC KEY, AND/OR DIGITAL WALLET ADDRESS DETAILS. IN
ADDITION, WE SHALL NOT BE LIABLE TO YOU IN ANY WAY WHATSOEVER FOR THE TRANSFER
OF ANY AND ALL FIAT MONEY IF YOU PROVIDE US WITH ANY INCORRECT AND/OR
INCOMPLETE PAYMENT DETAILS.
11.6. The Company specifically makes no warranties,
representations or guarantees regarding the time required to complete
processing any request provided by you, including electronic debit or credit
using credit cards, bank accounts or checks, which are dependent upon many
factors beyond the Company’s control. Without derogating from the
aforementioned, the Company makes commercially reasonable efforts to process
your requests in a timely manner.
11.7. Although the Company intends to provide accurate and
timely information on the Site (including, without limitation, the Content),
the Site may not always be entirely accurate, complete or current and may also
include technical inaccuracies or typographical 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.
Accordingly, you should verify all information before relying on it, and all
decisions based on information contained on the Site are your sole
responsibility and we shall have no liability for such decisions.
11.8. You further agree that the Company shall not be liable to
you or any third party for any amendment or termination of the Company Services
and/or Terms of Use, or suspension of your access to the Company Services,
except to the extent otherwise expressly set forth herein.
11.9. Nothing in the Terms of Use will operate so as to exclude
any liability of the Company for death or personal injury that is caused by the
Company's negligence.
11.10. WITHOUT DEROGATING FROM ANY OTHER PROVISION IN THE TERMS
OF USE, IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED 50 USD IN AGGREGATE.
11.11. Release. Any
disputes between you and any other Member and/or user of the Site shall be
exclusively resolved between you and such Member and/or user, and you release
the Company, its affiliates and service providers, and each of their respective
officers, directors, agents, joint ventures, employees and representatives from
any and all claims, demands, and damages (actual and consequential) of
every kind and nature arising out of or in any way connected with such
disputes.
13. Indemnification
You agree to defend, indemnify and hold harmless the Company,
its affiliates and service providers, and any of their respective employees,
officers, directors, agents, joint ventures, and representatives, from any
claims, demands, liabilities, damages, or costs (including attorneys' fees,
fines, or penalties) suffered by the Company and arising out of or related to
(i) breach by you of the Terms of Use; (ii) your use of the Site or Services or
use by any other person accessing the Site or the Services using your
user identification, whether or not with your knowledge and/or authorization;
or (iii) any violation by you of any law, rule, regulation, or the rights of
any third party.
14. Modifications to the Terms of Use
13.1. The Company may amend, modify, update and change any of
the terms and conditions of the Terms of Use from time to time, including
without limitation, as a result of legal and regulatory changes, security
reasons and changes to our Services.
13.2. The Company will notify you of any such amendment, update,
modification or change by publishing a new version of the Terms of Use on the
relevant page of the Site, or by notifying you by email. Any new version of the
Terms of Use will take effect twenty-four (24) hours after its publication on
the Site (or earlier if required by any law, regulation or directive which
applies to either us or you), and your use of the Site and/or the Services
after this period will be deemed to constitute your acceptance of such new
version of the Terms of Use.
13.3. Please check for updates to the Terms of Use on a regular
basis.
13.4. If you do not agree with any modification to the Terms of
Use, your sole and exclusive remedy is to terminate your use of the Site and/or
Services and close your Account.
15. External Websites
The Company makes no representations, and takes no
responsibility whatsoever regarding any third party websites, services, or
content which you may access through the Site. The Site may present links
or other forms of reference to other websites (the “External Websites”) or resources over which Company has no
control. You acknowledge that the Company may present such links or references
to you only as a convenience and that Company does not endorse any of the
External Website services or offerings made to you or any content provided
therein. The Company is not responsible for the availability of, and content
provided on External Websites. You are requested to review the policies posted
by the External Websites regarding privacy and other topics before use. The
Company is not responsible for third party content accessible through the Site,
including opinions, advice, statements, prices, activities, and advertisements,
and you shall bear all risks associated with the use of such content. It is up
to you to take precautions to ensure that whatever you select for your use is
free of such items as viruses, worms, Trojan horses and other items of a
destructive nature. If you access any such External Websites you agree that you
do so at your own risk and you agree that we will have no liability arising
from your use of or access to any External Websites.
16. No Financial Advice
For the avoidance of doubt, the Company does not provide any
investment advice, recommendation, or guidance, whether in connection with the
Services or otherwise. We may provide information on the price, range,
volatility of Digital Currency and events that have affected the price of
Digital Currency, but this is not considered investment advice and should not
be construed as such. No communication between us and you should be considered
any form of investment advice. Any decision to purchase or sell Digital
Currency is your exclusive decision at your own risk and the Company will not
be liable for any loss suffered. You should consult your own legal and/or tax
advisors concerning your specific financial situation.
17. Lack of Financial Regulation
Our business model and our Services consist of facilitating the
buying and selling of Digital Currency from and to the Company in an
unregulated, international, open payment system. Despite the aforementioned,
certain jurisdictions apply regulations or may apply such regulations at any
time, in which case, the Terms of Use, including the provision of the Services,
may be amended accordingly or terminated to the extent such amendments are not
possible. You agree and understand that legislative and regulatory changes or
actions at a state, federal, or international level may adversely affect the
use, transfer, exchange, and/or value of Digital Currency.
18. Know-Your-Customer ("KYC"),
Anti-money Laundering (“AML”) and Counter Terrorist Financing (“CTF”)
Procedures
17.1. As part of our commitment to combat financial crimes, we
have implemented procedures and systems aimed at allowing us to identify and
mitigate the risks our Site and Services being misused for illegal
purposes. These include our KYC, AML and CTF procedures, which are based on our
collection of information about our Users, the assessment of AML/CTF risks
associated with their activities, and the ongoing monitoring of transactions
made by them.
17.2. Where we have any suspicion that our business relationship
with you, or a specific transaction which you wish to make, involve any risk of
money laundering, terrorism financing or any other financial crime or
prohibited activity, we may, at our sole discretion, refuse to accept you as a
customer, terminate any engagement with you, refuse to process any transaction,
and take any other action we deem necessary, including reporting our suspicion
to the competent legal authorities. We will not be obligated to inform you of
any such action we choose to take, nor to provide you any explanation of our
reasons for taking them or for our suspicions.
17.3. For the purpose of conducting the above mentioned checks,
we may collect certain personal information about you, either from you or
from external sources. Any such information about you shall be kept and
utilized in accordance with our Privacy Policy. By making any use of the Site
and the Services you represent and warrant that all information provided by you
to us is correct, accurate and complete, and explicitly consent to the
collection of additional information about you from third parties, including
financial and credit institutions, governmental authorities and external
databases.
19. Risks
18.1. The trading of goods and products, real or virtual, as
well as virtual (digital) currencies, involves significant risks. Prices can
fluctuate on any given day. Due to such price fluctuations, you may increase or
lose value in your assets at any given moment. Any currency, virtual or not,
may be subject to large or sudden shifts in value and may even become
worthless. There is an inherent risk that losses will occur as a result of
buying, selling or trading anything on a market. You should be aware that the
risk of loss in trading or holding Digital Currencies can be substantial.
18.2. Digital Currency trading also has special risks not
generally shared with official currencies or goods or commodities in a market.
Unlike most currencies, which are backed by governments or other legal
entities, or by commodities such as gold or silver, Digital Currency is a
unique kind of currency, backed by technology and trust. There is no central
bank or government regulator that can take corrective measures to protect the
value of the Digital Currency in a crisis, issue more currency, or balance the
price fluctuations.
18.3. Instead, Digital Currency is an autonomous and largely
unregulated worldwide system of currency firms and individuals. Traders and
market participants put their trust in a digital, decentralized and partially
anonymous system that relies on peer-to-peer networking and cryptography to
maintain its integrity. Thus, the value of Digital Currency may be derived from
the continued willingness of market participants to exchange Fiat Currency for
Digital Currency, which may result in the potential for permanent and total
loss of value of a particular Digital Currency should the market for that
Digital Currency disappear.
18.4. Digital Currency trading may be susceptible to irrational
(or rational) bubbles or loss of confidence, which could collapse relative to
demand and supply. For example, confidence in Digital Currency might collapse
as a result of unexpected changes imposed by software developers or others, a
government crackdown, the creation of superior competing alternative
currencies, or a deflationary or inflationary spiral. Confidence might also
collapse because of technical problems, for example, if the anonymity of the
system is compromised, if money is lost or stolen, or if hackers or governments
are able to prevent transactions from settling.
18.5. Transactions in the Digital Currency may be irreversible,
and, accordingly, losses due to fraudulent or accidental transactions may not
be recoverable.
18.6. Due to the nature of Digital Currency, any technological
difficulties experienced by the Company could prevent the access or use of a
Member’s Digital Currency.
18.7. The above mentioned is not a closed list, there may be
additional risks that we have not foreseen or identified in our Terms of Use.
You should carefully assess whether your financial standing and tolerance for
risk are suitable for buying, selling or trading Digital Currency.
18.8. The Company uses banking providers in order to receive
your funds and to make payments. Our banking providers do not transfer Digital
Currency, exchange Digital Currency, or provide any services in connection with
Digital Currency.
18.9. Markets for Digital Currency have varying degrees of
liquidity. Some are quite liquid while others may be thinner or illiquid. The
Company does not guarantee any profit from trading or any other activity
associated with the site.
18.10. IN LIGHT OF THE ABOVE MENTIONED RISKS, WHICH ARE NOT A
COMPREHENSIVE LIST, YOU SHOULD CAREFULLY CONSIDER IF HOLDING DIGITAL CURRENCY
IS SUITABLE FOR YOU DEPENDING ON YOUR FINANCIAL CIRCUMSTANCES.
20. Customer Service
19.1. You hereby expressly consent to us using the contact
details provided by you on registration to occasionally contact you directly in
relation to your use of the Services or any other products or services offered
by us from time to time.
19.2. Customer Feedback. If you have any questions, feedback's or complaints, you
may contact Company via Company’s customer support at [email protected]. Please provide identifying information such
as your name, address, and any other information that the Company may need to
identify you, your Account, and/or the transaction on which you have feedback,
questions, or complaints.
19.3. For service quality assurance, calls made by you to the
customer service department may be recorded.
19.4. We will not tolerate any abusive behavior exhibited by
users of the Services to our employees. In the event we deem that your
behavior, via telephone, live chat, email or otherwise, has been abusive or
derogatory towards any of our employees, we shall have the right to close your
Account with us and terminate the Terms of Use and such act will be considered
as a breach of the Terms of Use by you.
21. General Provisions
20.1. Entire Agreement. These Terms of Use, comprise the entire understanding
and agreements between you and the Company as to the subject matter hereof, and
supersedes any and all prior discussions, agreements and understandings of any
kind (including without limitation any prior versions of this Agreement), and
every nature between you and the Company.
20.2. Section headings in this Agreement are for convenience
only, and shall not govern the meaning or interpretation of any provision of
this Agreement.
20.3. Relationship of the Parties. Both you and the Company are independent contractors,
and nothing in these Terms of Use shall be deemed to create between you and the
Company any other form of relationship, and the parties shall not be deemed to
be partners, joint ventures or agents. You are not authorized to make any
obligations on behalf of the Company.
20.4. Assignment.
You may not assign any rights and/or licenses granted under these Terms of Use,
including without limitation, the right to use the Account which is exclusively
for your personal use. The Company reserves the right to assign our rights
without restriction, including without limitation to any Company affiliates or
subsidiaries, or to any successor in interest of any business associated with
the Company Services. Any attempted transfer or assignment in violation hereof
shall be null and void. Subject to the foregoing, these Terms of Use will bind
and inure to the benefit of the parties, their successors and permitted
assigns.
20.5. Severability.
If any provision of these Terms of Use shall be determined to be invalid or
unenforceable under any rule, law or regulation or any governmental agency,
local, state, or federal, such provision will be changed and interpreted to
accomplish the objectives of the provision to the greatest extent possible
under any applicable law and the validity or enforceability of any other
provision of these Terms of Use shall not be affected.
20.6. Change of Control. In the event that the Company is acquired by or merged with a
third party entity, the Company reserves the right, in any of these
circumstances, to transfer or assign the information that the Company has
collected from you, including any personal information, as part of such merger,
acquisition, sale, or other change of control.
20.7. Survival. All provisions of these Terms of Use which by their nature
extend beyond the expiration or termination of these Terms of Use, including,
without limitation, sections pertaining to suspension or termination, Company
Account cancellation, debts owed to the Company, general use of the Company
Site, disputes with Company, and general provisions.
20.8. Disputes and Governing Law. You and the Company agree that any dispute arising
and relating to these Terms of Use shall first be resolved by contacting the
other party directly in the attempt to reach an amicable resolution. The
Company shall contact you using the information you provided in your Account,
and you shall contact the Company as set forth under Section 19.2 (Customer
Service).
You and the Company agree that any and all controversies and
claims that cannot be resolved amicably will submitted to the exclusive
jurisdiction of the competent courts located in London, England and shall be
governed by the laws of England and Wales without giving effect to its
principles or rules of conflict of laws, to the extent such principles or rules
are not mandatorily applicable by statute and would permit or require the
application of the laws of another jurisdiction.
The parties agree to keep confidential all matters relating to
the arbitration, including related court proceedings, if any, to the greatest
extent practicable. For purposes of this arbitration provision, references to
the parties also include respective subsidiaries, affiliates, agents,
employees, predecessors, successors and assigns as well as Members or
beneficiaries of the Company’s Services.
20.9. Force Majeure.
Company shall not be liable for delays, failure in performance or interruption
of service which results directly or indirectly from any cause or condition
beyond its reasonable control, including, but not limited to, any delay or
failure due to any act of God, act of civil or military authorities, act of
terrorists, civil disturbance, war, strike or other labor dispute, fire,
interruption in telecommunications or Internet services or network provider
services, failure of equipment and/or software, other catastrophe or any other
occurrence which is beyond Company’s reasonable control and shall not affect
the validity and enforceability of any remaining provisions.
20.10. English Language Controls. Any translation of the Terms of Use, if provided, is
provided for your convenience alone. The meanings of terms, conditions and
representations herein are subject to definitions and interpretations in the
English language. Any translation provided may not accurately represent the
information in the original English.
