EFFECTIVE DATE: 22 February 2019
a. OSL (website: osl.com) is a digital asset platform owned by OS Limited. OS Limited is a company incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (hereinafter referred to as “OSL”, “us”, “we”, or the “Company”) together with its affiliates and associates existing under parent listed company BC Group (the “Group”).
b. Use of the OSL website (the “Website”) and the Digital Asset Services offered on the Website are governed by the terms contained on this Terms and Conditions page (“Terms”). This agreement shall constitute the entire agreement between the parties.
c. By clicking on “I Agree” (or similar) button, or by otherwise accessing or using the Website, you agree to be bound by these Terms.
d. Through the Website, we facilitate Digital Asset Services. Each time you access the Website, click any “I agree” (or similar) button or checkbox presented with these Terms, or use any of the digital asset trading services provided by us through the Website (“Digital Asset Services”), you are deemed to have read, understood and accepted all of these Terms.
e. These Terms are to be read in conjunction with (and subject to) any other agreement between yourself and us (including where applicable, any relevant country or product annexes), the Risk Disclosure Statement (including where applicable, any risk disclosure statement in a country or product annex), and any additional terms and conditions that apply at the relevant time. To the extent of any inconsistency with these Terms, the terms of any specific product, service or transaction apply to that product, service or transaction and any matters connected with it.
2. ACCESS AND ACCOUNTS
b. Upon completion of Paragraph 2.a, you are responsible for keeping your log-in details or access method confidential so that your Account cannot be accessed or used without your permission.
c. You will be responsible for any use of the Website (including, for the avoidance of doubt, the Digital Asset Trading Services) by anyone using your log-in details or access method to access the Account, and will be bound by and authorize the use to accept and rely upon any agreements, communications, instructions, orders, confirmations, authorizations or any other actions (including any actions through the Website) that are made, provided or taken by a person or entity that has access to your Account, whether that access is authorized or unauthorized.
d. Upon written notice that your Account has been compromised, we will take reasonable steps to suspend the account whilst we investigate and make a determination of such compromise. However, you will be liable for any transactions, access or actions taken before we have taken those steps.
e. We may, in our sole discretion refuse to open an Account for you, or limit the number of Accounts that you may hold at any time and without giving reasons or prior notice. You acknowledge that we may or may not be in a position to provide information to you about the reasons for such refusal.
f. If we choose to exercise our power under Paragraph 11 (Suspension Termination and Cancellation) , you will have fourteen (14) days from the date that notice is provided to make arrangements for any digital assets or fiat currencies held in the Account at the time of closure to be transferred. Any digital assets or fiat currencies remaining in your Account after that period will be forfeited to us to be disposed of or retained by us, in our sole discretion.
g. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime prevention and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use our Digital Asset Services and your access to one or more of our Digital Asset Services may be altered as a result of information collected by us on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, government identification documents etc. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You authorize us to make the inquiries, whether directly or through third parties applications, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonable deemed necessary based on the results of such inquiries.
h. To access the Digital Asset Services, you must have the necessary equipment (such as smartphone or tablet) and the associated telecommunication service subscriptions to access the internet.
3. ELIGIBLE USERS
a. The following are conditions of access to the Website, and each time you access the Website you represent and warrant to us that:
i. If you are an individual, that you are 18 years of age or older, capable of forming a binding contract with us, and under no legal impediment or incapability;
ii. If you are an authorized representative of a company, that you have authority from that company to access the Website and form a binding agreement with us on behalf of that company;
iii. you have not previously been suspended or removed from accessing the Website, whether under your Account or otherwise;
iv. you are not identified as a “Specially Designated National” by the US Office of Foreign Assets Control, or otherwise subject to any sanctions or restrictions which may affect our ability to provide you with Digital Asset Services;
v. you have the full power and authority to agree to these Terms, and to enter into any transactions or use any service, including the Digital Asset Services, offered by the us through the Website;
vi. you have read the Risk Disclosure Statement prior to entering into any transaction, and that you are solely responsible for your trading or non-trading actions, and have had the opportunity to take any legal, financial, accounting or other advice that you deem appropriate prior to accessing the Website or using any of the Digital Asset Services;
vii. all information and documentation that you have provided to us for the purposes of engaging in digital asset trading is true, accurate and not incomplete or misleading and that if such information or documentation becomes untrue, inaccurate, incomplete or misleading for any reason whatsoever, (whether due to events under your control or not), that you will update us forthwith upon becoming aware that those details are no longer true, accurate, complete and not misleading, including the date upon which the factual correctness of the details changed;
viii. you will only trade with legally obtained digital assets or fiat currencies that belong to you, and that you have full legal and beneficial title to any such assets at the time you transfer them to us;
ix. you are not located in, or a resident of, any Restricted Territory (as defined below), and have not used any technical means to misrepresent your geographical location to access the Website from any Restricted Territory.
b. Your access to the Website and any Digital Asset Services may be restricted based upon your jurisdiction or geographical location. You must not use the Website if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction in which use of the Website or the Digital Asset Services would be illegal or otherwise violate any applicable law (a “Restricted Territory”). The fact that the Website is accessible in a Restricted Territory, or that the Website allows the use of the official language of a Restricted Territory or of a language that is commonly used in a Restricted Territory, must not be construed as a license to use the Website in such a Restricted Territory. We unconditionally reserve the right to restrict access to any Restricted Territory, and may implement technical controls to prevent access to the Website or any Digital Asset Services from any Restricted Territory.
c. We may exercise our power under Paragraph 11 (Suspension, Termination and Cancellation) if we detect any attempt to circumvent the restriction stated in Paragraph 3.b, for example, by using a virtual private network (“VPN”), proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by using the Website through a third party or on behalf of a third party located in a Restricted Territory.
4. OUR SERVICE a. We may, at any time and in our absolute discretion, refuse any access, transaction, order, confirmation or other action submitted through the Website or the Digital Asset Services therein, or may place limits or conditions on the number or type of transactions that you can conduct through your Account, without prior notice to you, including by (without limitation):
i. restricting the number, type, volume or value of transactions on a periodic basis;
ii. restricting transfers of Digital assets or fiat currencies into or out of your Account;
iii. restricting access to your Account, the Website or the Digital Asset Services from Restricted Territories, including in circumstances where legislation or regulation, or changes to legislation or regulation, creates a new Restricted Territory;
iv. restricting transactions or transfers of digital assets or fiat currencies out of an Account where we suspect fraud, suspicious activity, account compromise, or where we are notified of a dispute or legal impediment regarding any digital asset or fiat currency that you may have or intend to transfer to or from your Account;
v. restricting access to the Website or Digital Assets Services in response to a governmental, regulatory or law enforcement enquiry.
b. Access to your Account, the Website or the Digital Asset Services may require you to provide additional information from time to time, or to confirm existing information is true and accurate. Each time you provide such information requested, you represent and warrant that such information is true and accurate at the time of provision of that information.
c. Use of the Digital Asset Services or otherwise conducting transactions through the Website may be subject to fees, including handling fees, network transaction fees, and the Company’s fees. You agree to pay any such fees, and authorize us to deduct fees from any digital assets or fiat currencies in your Account from time to time as those fees arise.
d. Where a purchase of a Digital Asset is initiated from your Account using your credentials, we will assume that you authorized such transaction unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible and in any case no later than six (6) months after the relevant transaction occurred by email to [email protected] It is important that you regularly check your Account balance and your transaction history to ensure any unauthorized or incorrect transactions are identified and notified to us at the earliest possible opportunity. We will not be responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this Paragraph.
5. REFUND RIGHTS
a. If an unauthorized transaction occurs pursuant to Paragraph 4.d. above, please notify us as soon as possible within the time period set out in Paragraph 4.d. We shall, use commercially reasonable efforts to conduct the necessary investigations and resolve the issue in a timely manner; however, if you are found to be fraudulent or you intentionally or negligently fail to carry out your obligation under these Terms, you will be liable for all losses incurred as a result.
b. Where a transaction is made incorrectly (e.g. through an error of ours) we shall refund to you the amount of that transaction without undue delay and restore your Account to the state in which it would have been had the transaction not have taken place, although we will endeavour to provide you with reasonable notice where possible.
c. Irrespective of our liability, on your request, we shall try to trace any incorrect or incomplete transaction initiated by you free of charge. HOWEVER, WE WILL NOT GUARANTEE THAT WE WILL BE ABLE TO TRACE OR REFUND ANY SUCH TRANSACTIONS.
6. DIGITAL ASSET SERVICES
a. Your Account enables you to send, receive and store digital assets from third parties by giving instructions through the Website (each transaction is a “Digital Asset Transaction”).
b. We will process Digital Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other party. Digital Asset Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset network.
c. Once submitted to a Digital Asset network, a Digital Asset Transaction will be unconfirmed for a period of time while pending for sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. The Digital Asset associated with the Digital Asset Transaction that is in a pending state will be designated accordingly, and will not be included in your Account balance or will not be available to conduct a Digital Asset Transaction.
d. We may refuse to process or cancel any pending Digital Asset Transaction as required by law or any court or other authority to which OSL is subject to in any jurisdiction.
e. Our Digital Asset Services are available only in connection with those digital assets supported by OSL, and this may change from time to time subject to our full discretion. Under no circumstances should you attempt to use your Account to store, send, request or receive digital assets in any form that we do not support (although we will use reasonable efforts to help you move or sell digital assets that we no longer support). We assume no responsibility or liability in connection with any attempt to use your Account for digital assets that we do not support.
f. Unless specifically announced on the Website or other official public statement of OSL, we do not support metacoins, coloured coins, side chains, or other derivatives, enhanced, or forked protocols, tokens or coins which supplement or interact with a digital asset we support (collectively “Advanced Protocols”). You should not use your Account to attempt to receive, request, send, store or engage in any other type of transactions involving an Advanced Protocols. Our platform is not configured to detect and/or secure Advanced Protocol transactions. You acknowledge and agree that we have no responsibility whatsoever in respect of an unsupported Advanced Protocol.
g. We do not own or control the underlying software protocol which govern the operation of Digital Assets supported on our platform: generally, the underlying protocols are open source and anyone can use, copy, modify and distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security or availability.
h. You hereby acknowledge and accept the risk that the underlying software protocols relating to any Digital Asset in your Account may change. In particular, the underlying protocols may be subject to sudden changes in operating rules (“forks”), and such forks may materially affect the value, function, and or the name of the Digital Asset in your Account. Where possible, we may provide you with notices or alerts on forks in accordance with Paragraph 15 below, and you must read such notices or alerts received from us in order that you may consider how to deal with upcoming forks. It is your responsibility to make yourself aware of, and consider how to deal with upcoming forks. In the event that there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a Fork. You acknowledge the risks presented by forks and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.
a. You may not violate or attempt to violate the security of this Website, the Digital Asset Services or any of the products or services described or contained herein. We may investigate occurrences which may involve such violations and may involve, and co-operate with, governmental, regulatory or law enforcement authorities in investigation and prosecuting persons who have participated in such violations.
b. You agree that it is your responsibility to install anti-virus software and related protections against viruses or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computers functionality or operation which may be transferred to your computer via this Website.
c. The Company may offer additional security features as part of the Website, such as two-factor authentication (“2FA”). It is your responsibility to ensure and maintain continuous security and control over any device or account that gives access to the Website and your Account. Failure of any such security device or account may delay or restrict your access to the Website or your Account.
8. INTELLECTUAL PROPERTY
a. For the purposes of these Terms, “intellectual property rights" means any rights under patent, trademark, copyright and trade secret laws, any applications or registrations relating to such rights, and any other property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights in relation to tangible or intangible expressions of ideas.
b. All rights in any design, text, graphics or other material on the Website are the property of the Company or our licensors or other third parties with whom we have a relationship, and are protected by intellectual property rights laws.
c. By accessing the Website and by downloading any material (including contained in any temporary cache), you acknowledge that you do not acquire any intellectual property rights or ownership rights and may not resell any of the products or Digital Asset Services appearing on the Website, nor to hotlink, frame or otherwise present any version of the Website to any other person or entity. You may download materials from this site for your personal and non-commercial use only, without altering or removing any trademark, copyright or other notice from such material.
d. We reserve the right to remove or disable access to any content or other materials from the Website that violates or may infringe any person’s intellectual property rights.
e. All rights not expressly granted hereunder are expressly reserved.
i. Your disclosure of any personal data to us relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to too date and relevant when disclosed;
b. Depending on the Digital Asset Services you wish to access through the Website, the Company may require additional information from you, and may require additional verification or screening to be conducted before you are able to access those Digital Asset Services. You hereby authorize and give consent to the Company (either directly or through a third party with whom we have a confidentiality agreement):
i. To screen and verify your information to prevent fraud and other suspicious transactions, including conducting screening against various sanctions and politically exposed persons lists, querying information contained in public sources and records, querying account information contained in any linked bank or other institutional accounts;
ii. To provide your personal data to any banks or other institutions that may require that personal data in order to facilitate any Digital Asset Service that you have requested;
iii. To take any action that we consider necessary as a result of such verification and screening, including further requests or inquiries to third parties, and you authorize and consent to us sharing any data held by us with those third parties, and authorize and consent to those third parties processing your personal data in order to respond to any such inquiry or request by us.
c. The Company may at any time process and transfer any and all of the personal data relating to you and/ or personal data provided by you relating to an individual other than yourself to any of our affiliates and/ or subsidiaries.
a. The Company may, without prior consent to you, assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement to a subsidiaries and/ or affiliates in the Group at any time.
b. For the avoidance of doubt, such assignment shall release the Company from its obligations under this Agreement. The assignee will resume the obligations of the Company under this Agreement.
11. SUSPENSION, TERMINATION, AND CANCELLATION
a. We may: (a) refuse to complete or block, cancel or reverse a transaction you have authorized (b) suspend, restrict, or terminate your access to any or all of the Digital Asset Services, and/or (c) deactivate or close your Account with immediate effect for any reason, including but not limited to where:
i. We are, in our reasonable opinion, required to do so by applicable law or any court or other authority to which we are subject in any jurisdiction;
ii. We reasonably suspect you of acting in breach of these Terms;
iii. We have concerns that a transaction is erroneous or about the security of your Account or we suspect the Digital Asset Services are being used in a fraudulent or unauthorized manner;
iv. We suspect money laundering, terrorist financing, fraud, or any other financial crime;
v. Use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; and / or
vi. You take any action that may circumvent our controls such as opening multiple Accounts or abusing promotions which we may offer from time to time.
You authorize the Company to attempt and effect any such correction, reversal or cancellation so contemplated under Paragraph 11.a. We provide no guarantee or warranty that any such attempt will be successful and will bear no responsibility or liability for any error or any error correction attempt made by us
b. We may also refuse to complete a transaction you have authorized where there is insufficient funds in your Account and / or insufficient digital assets in your Account to cover the transaction and (where applicable) associated fees at the time that we receive notification of the transaction.
c. If we refuse to complete a transaction and / or suspend or close your Account, or terminate your use of Digital Asset Services in this way, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your Account we will lift the suspension as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
d. We may suspend, restrict, or terminate your access to any or all of the Digital Asset Services and/or deactivate or close your Account, without reason. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
e. Upon notice of termination of your Account, unless prohibited by applicable law or by any court or other order to which the Company is subject to in any jurisdiction, you must immediately transfer your digital assets and/or fiat currencies out of your account.
f. If we suspend or close your Account, or terminate your use of Digital Asset Services for any reason, we reserve the right to require you to complete the procedures outlined at Section 2. (Access and Account) before permitting you with transfer or withdraw Digital assets/ fiat currencies.
g. You may cancel your Digital Asset Account at any time by withdrawing all balances and contacting [email protected] to request account deletion. You will not be charged for cancelling your Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.
12. INACTIVE ACCOUNTS AND UNCLAIMED ASSETS
a. Where an Account has not engaged in any activities (including but not limited to account login) for a period of twelve (12) months, the Company reserves the right, in its sole and absolute discretion to determine that the Account is no longer active (an “Inactive Account”).
b. With respect to any Inactive Accounts with remaining assets the Company may, upon thirty (30) days’ prior notice to you, levy an administrative fee of fifty United States Dollars (USD 50.00) per month to your Account (“Administrative Fee”).
c. The Company may without notice to you, elect to convert any remaining assets in the Inactive Account into another form of asset at the then-prevailing rate of conversion of those assets for the purpose of the Administrative Fee.
d. When an Inactive Account has dropped to a remaining balance of less than or equal to five United States Dollars (USD 5.00)] ,the Company may elect to close the Inactive Account at its sole and absolute discretion.
a. The information, opinions and data on or provided through the Website or the Digital Asset Services may, in whole or in part, have been obtained from third party sources. Accordingly, we do not guarantee the accuracy, validity, timeliness or completeness of such information, opinions or data for any purpose.
b. You must seek the advice of professional advisors regarding the evaluation of any specific information, opinion, advice or other content, and acknowledge that you have had the opportunity to take such advice before using the Website or the Digital Asset Services.
14. COMPLIANCE WITH LAWS AND REGULATIONS
a. You agree and acknowledge that it is your responsibility to comply with all applicable laws and regulations relating to any Digital Asset Services or transactions you use through the Website, including without limitation the reporting of any transactions, and the calculation and payment of all applicable taxes within any jurisdiction relevant to your situation. If you have any doubts about whether or which laws and regulations apply to your circumstances, you should seek independent legal, accounting or taxation advice.
b. The Company is not responsible for collecting, reporting, withholding or remitting any taxes arising from any transaction you conduct with the Company, but will comply with any reporting or withholding obligations that apply to it, including any reporting required under the Common Reporting Standards, Double Taxation Avoidance Agreements, or Automatic Exchange of Information agreements. For that purpose, each time you access the Website or conduct a Transaction with us, any information or representation you have made as to your tax residency is deemed to have been repeated at that time, and we will rely upon it for such reporting purposes.
15. OUR NOTIFICATIONS TO YOU
a. Risk warning: Trading digital assets carries a high level of risk, and is not suitable for everyone. Before deciding to buy or sell digital assets you should carefully consider your investment objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your investment and therefore you should not invest money that you cannot afford to lose. You should be aware of all the risks associated with Digital assets, and seek advice from an independent financial adviser should you have any doubts. Furthermore, there may be risks that are not disclosed in this disclaimer, any client agreement that you enter into with us, and any other terms or conditions that apply to our Website or our services. You must carefully consider your financial situation and tolerance for risk before engaging in any activity involving Digital asset trading. Independent, professional financial and legal advice must be sought where necessary.
b. Tax: It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority, regardless of jurisdiction. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction, to you or any taxation, governmental or third party authority. Tax advice must be sought where necessary.
c. Our commitment to regulatory compliance: We intend to operate in full compliance with applicable laws and regulations and obtain any necessary license and approvals in key markets, as and when needed. Regulatory licences and/or approvals may be required in certain jurisdictions in which relevant activities may take place. It is not possible to guarantee, and we make no assurances, that any such licences or approvals will be obtained within a particular timeframe or at all. This means that trading in certain digital assets may not be available in certain markets, or at all. This could require restructuring of our services and/or the unavailability of our service in whole or in part.
d. No advice: Any opinions, news, research, analyses, prices or other information contained on or through this Website is provided as general market commentary, and does not constitute investment or financial advice, nor should it be relied on for any investment decision. We will not accept liability for any loss or damage, including but without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such information. The contents of any communications from us may have been prepared by personnel in the sales or trading divisions of the Company and/or by other divisions or entities. The material does not purport to be, and is not intended to be a “research report”, “investment research” or “independent research” as may be defined in applicable laws or regulations worldwide. It is intended for your general information about market conditions and recent events only, and neither we nor any individual sender is soliciting any particular action or transaction based upon it. Such communications do not represent investment advice, and does not take into account any specific circumstances of any recipient. Any information provided by us or the individual sender should not form the primary basis for any decision that you may take in relation to the matters referred to therein. We have not taken any steps to verify the adequacy, accuracy, completeness or suitability of any information or written material provided to you. You are solely responsible for any investment or purchasing decisions, and should carefully review any information or written material that you receive. You should perform any due diligence that is necessary and appropriate in your own personal circumstances, including consultation with independent legal, tax, accountancy and other professional advisors.
e. Commercial arrangements: We may have relationships with other entities described on the Website and in other communications. We may act as a principal in relation to any digital assets, and we may act as an advisor to (or seek to advise) and/or provide other services to issuers of digital assets. Our personnel who prepare such material may be compensated in part based on those activities. Additionally, our personnel may have acted on the basis of this material either on behalf of the Company’s proprietary interests or, where permitted, in their personal accounts. As such, unless an email or written communication from us is stated to be independent, you should not rely on that email or written communication as being either objective or independent from the interests of the Company and/or its officers, employees or agents, which interests may conflict with your own. Officers, representatives and agents of the Company may provide written or oral communications, including trading strategies, to our clients and business units that may be contrary to the opinions conveyed to you.
f. No representations: No representation or warranty is given as to the achievement or reasonableness of any plans, future projections or prospects and nothing on this Website should be relied upon as a promise or representation as to the future.
g. Risks associated with internet-trading and distributed ledger networks: There are risks associated with utilising an internet-based trading system, such as the Digital Asset Services, including, but not limited to, the failure of hardware, software, internet connections and distributed ledger networks. As we do not control the reliability or availability of the internet or of any distributed ledger network, we cannot be responsible for communication failures, distortions or delays when trading Digital assets via the Internet.
h. No third party affiliation or endorsements: References in the Website or through the Digital Asset Services to specific companies and platforms are for illustrative purposes only. Except when expressly described on the Website or otherwise notified in writing, the use of any company and/or platform names and trademarks does not imply an affiliation with, or endorsement by, any of those parties.
i. Indicative terms, pricing levels and returns: Any reference to value(s), price(s), return(s) or other terms on the Website or through the Digital Asset Services is intended to be indicative of market conditions only, and is not a representation that any transaction can or could have been effected at those value(s) or price(s), or on those terms, or have achieved the return(s) stated. Proposed terms and conditions are for discussion purposes only, and do not represent any offer, solicitation, invitation to treat or final agreement. Past performance is not indicative of future results. Any forward-looking statements may be based on various assumptions which are not stated within a communication and which may ultimately differ substantially from actual market conditions or external events.
j. Internet communications: Communications over the Internet may be subject to interruption, transmission blackout, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet. Please exercise caution, and confirm any relevant details/communications by other means if you have any doubt about the accuracy of this communication.
k. Records of communications: Any communications with us or our officers, representatives or agents may be recorded and retained, subject to applicable law, our record retention policies and the terms of any applicable written agreement.
16. DISCLOSURES, DISCLAIMERS AND EXCLUSION OF LIABILITY
a. Each time you access the Website, you agree that you have read and acknowledged our Risk Disclosure Statement (including any amendments from time to time).
b. While we will use reasonable care and skill in operating the Website, it is provided “as is”, and we cannot promise that the Website will always be available, meet your requirements or be completely free of faults, errors or compromise from cybersecurity events.
c. To the maximum extent permitted by law, except as expressly set out in these Terms, we disclaim and exclude:
i. all conditions, representations, warranties and statutory guarantees, whether express or implied, in relation to the Website or the Digital Asset Services; and
ii. any liability, whether in contract, tort (including negligence), or under any theory of liability or otherwise, for any indirect or consequential loss, damage or expense incurred by you or any other user in connection with the Website or the Digital Asset Services.
d. Without limitation to Paragraph 16.c, we disclaim and exclude, to the maximum extent permitted by law, liability for any loss or damage which may arise directly or indirectly or your inability to access the Website or the Digital Asset Services, and also the liability for any delay or failure of the transmission or the receipt of any instruction, communication or notification sent through the Website or as part of the Digital Asset Services.
e. Without prejudice to any other disclaimer, waiver, indemnity or exclusion of liability that you agree to in any agreement with us, you agree to:
i. indemnify, to the extent permitted by Hong Kong law, the Company and any affiliate against any action, claim, proceeding, loss, damage, expense or liability you have suffered or incurred directly or indirectly arising from your use of the Website or the Digital Asset Services; and
ii. release the Company and any affiliate against any action, claim, proceeding, loss, damage, expense or liability you have suffered or incurred directly or indirectly arising from your use of the Website or the Digital Asset Services.
f. To the extent we are unable by law to exclude any implied condition, representation, warranty or statutory guarantee in relation to the provision of goods or services through the Website or the Digital Asset Services, we limit our liability for a breach to the re-supply of those goods or services, or payment for such re-supply. This is without limitation to any other exclusions or restrictions of our or others’ liability in connection with the Website.
g. Specifically, and without prejudice to the foregoing, the Company is not your fiduciary, agent or advisor, and no such obligations arise in connection with any of your activities whether through the Website, the Digital Asset Services or under any Agreement with the Company, unless specified in writing by the Company from time to time. No communication or information provided by the Company to you is intended as investment advice, financial advice, legal advice, tax advice or accounting advice, and no representations or warranties are made to you in any of those capacities.
17. NOTICES AND COMMUNICATIONS
a. You consent to receive all notices and other communications from us via your Registered Email. You are deemed to have received any notice or communication sent by us to your Registered Email at the time of sending or, if a later date is specified in that notice or communication, at that later date.
b. It is your responsibility:
i. to manage your Registered Email (including where necessary by adding the Company to any applicable whitelist or similar) so that we can contact you by email; and
ii. to keep information you have submitted to us, including your contact details, Registered Email and phone number(s), updated and accurate at all times, to facilitate the delivery of any notices or communications the Company may need to send you.
a. If any of these Terms are determined to be illegal, invalid or otherwise unenforceable, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it will be severed and deleted from these Terms and the remaining Terms will survive, remain in full force and effect and continue to be binding and enforceable.
19. NO WAIVER
a. Where applicable, the Company’s failure, delay or neglect in exercising any right, power, privilege, election or discretion under these Terms shall not operate as a waiver thereof.
20. MODIFICATION OF TERMS
a. The Company unconditionally reserves its right to modify these Terms at any time.
b. The Company may give notice to you of such modifications by:
i. providing notice through your Account, Registered Email or other communication method;
ii. providing a further copy of the Terms upon accessing the Website or your Account; or
iii. changing the Effective Date first abovementioned.
c. Each time you use the Website, the Digital Asset Services, or any other service or transaction through the Website, you confirm your agreement to the most recently updated Terms, whether or not notified to you in accordance with Paragraph 20.b.
d. If you do not agree to any Terms, or any modification of the Terms from time to time, you must cease using the Website, and should email us to request that your Account be closed.
21. GOVERNING LAW
a. These Terms are governed by the laws enforced in Hong Kong.
22. SUBMISSION TO ARBITRATION
a. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms will be referred to and finally resolved by arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
b. You agree that:
i. the law of this Paragraph 22 is Hong Kong law;
ii. the seat of arbitration will be Hong Kong;
iii. unless the parties agree otherwise, the number of arbitrators will be one (1) and that arbitrator must have relevant legal and technological expertise;
iv. if the parties do not agree on the arbitrator to be appointed within 15 days of the dispute proceeding to arbitration, the arbitrator is to be appointed by HKIAC; and
v. the arbitration proceedings will be conducted in English.
c. Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
In the case of a discrepancy between the English version and any other language version in respect of these Terms, the Website or the Digital Asset Services, the English version prevails.
In the event of any inconsistency between these Terms and any other agreement(s) between you and the Company, the agreement(s) will prevail.
If you have any questions in relation to the above, please Contact Us before continuing to access the Website or the Digital Asset Services.
In case of any inconsistency or conflict between the English and Chinese versions, the English Version shall prevail.