Client Agreement
This Client Agreement (this “Agreement”) is a binding contract between you (“Client”, “you”, or “your”) and Aquanow ME FZE (“the Firm”, “we”, “our” or “us”). This Agreement governs your access to and use of the Services.
Aquanow ME FZE, has its principal place of business at Level 5, The Offices 3 – One Central, Dubai World Trade Centre, Dubai, United Arab Emirates and is regulated by the Dubai Virtual Asset Regulatory Authority with Licensed Activities including Broker-Dealer Services, Lending and Borrowing Services and Management and Investment Services.
Aquanow ME FZE is part of the Aquanow Group. Aquanow is a leading infrastructure and liquidity provider that enables institutional and enterprise use-cases for Virtual Assets. From our global headquarters in Canada and our regional headquarters in Dubai, we serve an international customer base that includes the world’s fastest-growing financial institutions, internet platforms, and progressive businesses.
YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT WHEN YOU: (A) ACCESS OR USE ANY OF THE SERVICES; (B) CLICK OR TAP A BUTTON, CHECK A BOX, OR SIGN A DOCUMENT INDICATING YOU ACCEPT THIS AGREEMENT; OR (C) OTHERWISE INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT IS EFFECTIVE UPON THE DATE YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANISATION, YOU CONFIRM THAT SUCH ORGANISATIONIS BOUND BY THIS AGREEMENT.
YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND: (I) IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANISATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANISATION; AND (II) IF YOU ARE AN INDIVIDUAL, YOU ARE AT LEAST THE OLDER OF 21 YEARS OF AGE AND THE AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH the Firm.
IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SERVICES.
The following documents form part of the Agreement and are incorporated: the Risk Disclosure Statement, the Website Terms of Service, our Privacy Policy, and the API License Agreement if you use of the Firm’s API(s).
THE AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION IN SECTION 30 WHICH PROVIDES THAT YOU WILL RESOLVE ALL DISPUTES THROUGH MANDATORY AND BINDING ARBITRATION, UNLESS YOU OPT OUT THROUGH THE MECHANISM PROVIDED IN THE AGREEMENT OR ARE IN A PROVINCE, STATE, OR COUNTRY IN WHICH THE COURTS OR LAW WILL NOT PERMIT YOU TO CONSENT TO BINDING ARBITRATION. THIS MEANS THAT, IN THE EVENT OF A DISPUTE WITH the Firm, YOU WILL NOT BE ABLE TO HAVE THAT DISPUTE RESOLVED BY A JUDGE, JURY OR A COURT. ADDITIONALLY, IN SECTION 30.3 OF THE AGREEMENT, YOU ALSO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AGAINST THE FIRM AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL. PLEASE CAREFULLY READ SECTION 30.
1. INTRODUCTION AND INTERPRETATION
1.1 Definitions. The following words have the following meanings:
(a) “Account Data” has the meaning set forth in Section 2.2.
(b) “Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, government enforcement action, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, investigative, regulatory or other, whether at Law, in equity or otherwise.
(c) “AML Compliance Program” has the meaning set forth in Section 2.4.
(d) “Anti-Money Laundering Laws” means the Federal Decree Law No. (20) of 2018 on Anti-Money Laundering, Combating the Financing of Terrorism and Financing of Illegal Organisations (as amended) (AML Law); Cabinet Resolution No. (10) of 2019 Concerning the Implementing Regulation of Decree Law No. (20) of 2018 on Anti-Money Laundering, Combating the Financing of Terrorism and Financing of Illegal Organisations (Cabinet Resolution); and Federal Penal Law No. 31 of 2021 (Penal Code) and its associated regulations, policies, and guidelines, and all other Laws applicable to the Services and relating to proceeds of crime, money laundering, terrorist financing, and know- your-client (KYC) obligations.
(e) “API Credentials” means the secret key and access token that allow you to make authenticated requests to the Aquanow API.
(f) “API Order” has the meaning set forth in Section 9.1(c).
(g) “The Firm’s API” means the application programming interface that allows other software or hardware devices to interface with the Service Software, which the Firm may make available to you subject to the terms and conditions of the Firm’s API Terms of Service. The Firm’s API also includes any accompanying documentation and any Updates.
(h) “the Firm’s API Terms of Service” means the terms of service governing access and use of the Firm’s API, currently located at https://www.aquanow.com/uae/api-license-agreement and as updated by the Firm from time to time.
(i) “Authorised Application” means a software application distributed or used by the Client that is designed to access and use the Service Software via the Firm’s API, such as: (i) a website or client-based application, mobile application, or desktop application; (ii) the components of the Client’s gateway server designed to enable access to the Service Software; or (iii) interfaces or any other technological means used to access the Service Software via the Firm’s API.
(j) “Authorised User” means an individual authorised by the Firm to use the Services through your Account pursuant to Section 2.11(b).
(k) “Business Day” means any day other than a Saturday, Sunday or statutory holiday in the Emirate of Dubai, United Arab Emirates.
(l) “Business Hours” means 9:00 a.m. to 5:00 p.m. Gulf Standard Time on Business Days.
(m) “Chat Order” has the meaning set forth in Section 9.1(a).
(n) “Client Data” means, other than De-Identified Data, all information Processed through the Services by or on behalf of Client or any Authorised User or Customer.
(o) “the Firm’s Associates” means the Firm’s directors, officers, employees, agents, service providers, contractors, shareholders, subsidiaries, parent companies, successors, and assigns.
(p) “the Firm’s Materials” means the Service Software, Documentation, the Firm’s API, and the Firm’s Systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by the Firm or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or the Firm’s Systems. For the avoidance of doubt, the Firm’s Materials includes De-Identified Data and any information, data, or other content derived from the Firm’s monitoring of Client’s access to or use of the Services, but does not include Client Data.
(q) “the Firm’s Systems” means the information technology infrastructure used by or on behalf of the Firm in connection with providing remote access to the Service Software, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by the Firm or through the use of third-party services.
(r) “Close Associate” means individuals who are closely connected to a Politically Exposed Person, either socially or professionally.
(s) “Confirmation” means a record provided to you by the Firm in respect of your trading activities or the terms of Trades, including our confirmations of your Orders, records of our acceptances of your Orders, transaction receipts, and confirmation of Order cancellations or modifications.
(t) “Credentials” means any username, identification number, password, license or security key, security token, API Credentials, private cryptographic keys, challenge questions, biometrics, personal identification number (PIN) or other security code, method, technology or device used, alone or in combination, to verify a person's identity and authorisation to access and use the Services, an Account, or a Wallet.
(u) “Credit” has the meaning set forth in Section 9.8.
(v) “Customer” means a customer of Client who uses an Authorised Application to make Trades through the Services.
(w) “De-Identified Data” means Client Data or Account Data with the following removed: information that identifies or could reasonably be used to identify an individual person, a household, or a Client.
(x) “Virtual Asset” means the virtual assets that can be purchased or sold through the Services, as determined by the Firm from time to time in its sole discretion, such as Bitcoin. The accepted Virtual Assets the Firm accepts is displayed on the Firm’s portal or via the API. The Firm publishes it Virtual Asset Standards on its public Website.
(y) “Documentation" means” means any guides, manuals, or other documentation provided by the Firm that describes how to use the Services or other Materials of the Firm.
(z) “Electronic Address” means the IM Account, email address, or other electronic addressor account at which you can receive electronic messages, registered on your Account.
(aa) “Expiry Time” has the meaning set forth in the Schedule of Orders section 1.2(b).
(bb) “External Account” means a bank account linked to your Account at which you are able to receive transfers of Fiat from your Account and from which you are able to transfer Fiat to your Account.
(cc) “External Wallet” means a Wallet that is external to the Services and not provided by the Firm.
(dd) “Family Member” means individuals who are related to a Politically Exposed Person either directly (consanguinity) or through marriage or similar (civil) forms of partnership.
(ee) “Fees” has the meaning set forth in Section 11.2.
(ff) “Fiat” means the types of fiat currency supported by the Services, as determined by the Firm from time to time in its sole discretion;
(gg) “Funds” means Fiat or Virtual Assets or both, as the context requires;
(hh) “Harmful Code” means any software, hardware or other technology, device or means, including any virus, trojan horse, worm, backdoor, malware or other malicious computer code, the purpose or effect of which is to: (i) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any: (1) computer, software, firmware, hardware, system or network; or (2) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby; or (ii) prevent Client or any Authorised User from accessing or using the Services or the Firm’s Systems as intended by this Agreement.
(ii) “IM Account” your instant messaging account registered on your Account, such as your WhatsApp account, Telegram account, or Signal account;
(jj) “Indemnified Associates” are the Firm’s subcontractors and the Firm’s subcontractors’ respective officers, directors, employees, agents, shareholders, parents, subsidiaries, successors, and permitted assigns;
(kk) “Internal Wallet” means a Wallet made available by the Firm to you as part of the Services;
(ll) “Laws” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, provincial, state, emirate, municipal, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction;
(mm) “Losses” means all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable legal fees, disbursements and charges, and the cost of enforcing any right to indemnification here under and the cost of pursuing any insurance providers.
(nn) “Obvious Error” means, in respect of market conditions, quantities of Virtual Assets, or pricing at the time you place or we execute an Order, a clear or obvious: (i) typographical error or misquote by the Firm, a third-party exchange, or any other third-party upon which the Firm has reasonably relied; (ii) malfunction, error, or bug in the Service Software, the Firm’s API, or any hardware relied upon by the Firm; (iii) fault in any trading algorithm used by the Firm; or (iv) calculation error.
(oo) “Order" means an order for a Trade;
(pp) “Order Channel” has the meaning set forth in Section 1.2(b);
(qq) “Permitted Use” means use of the Services solely for the purpose of making Trades in connection with Client’s business or commercial operations.
(rr) “Person” means an individual, corporation, partnership, unlimited liability company, governmental authority, unincorporated organisation, trust, foundation, association or any other entity.
(ss) “Personal Information” means information about an identifiable individual;
(tt) “Privacy Laws” means all present and future Laws applicable to the Services relating to the collection, use, and disclosure of personally identifiable information, including, Federal Decree Law No. 45 of 2021 regarding the Protection of Personal Data or any successor privacy legislation.
(uu) "Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organise, compile, combine, log, catalogue, cross reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. "Processing" and "Processed" have correlative meanings.
(vv) “Prohibited Person” means:
(i) A Person identified in:
(1) Canada’s Consolidated Canadian Autonomous Sanctions List;
(2) The United State’s Specially Designated Nationals And Blocked Persons List;
(3) The United State’s Commerce Department’s Denied Persons List;
(4) The “Sectoral Sanctions Identifications List”, published by the Office of Foreign Assets Control of the United States Department of the Treasury;
(5) Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
(6) any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the governments of Canada, the United States, the United Arab Emirates or the United Nations;
(7) economic sanctions, AML, or CTF Laws of or by Governments of Canada, the United States, the United Arab Emirates or the United Nations;
(8) any UAE issued list including but limited to those maintained by the Executive Office for Control & Non-proliferation;
(ii) A US Person, meaning:
(1) a United States citizen or resident;
(2) a corporation, partnership, or other entity established or organised in or under the Laws of the United States;
(3) an estate of a deceased person who was a United States citizen or resident;
(4) any trust if (A) a court within the United States has authority to exercise primary supervision over the trust’s administration, and (B) one or more United States Persons have the power to control all substantial decisions of the trust; or
(5) any Person organised or incorporated outside the United States and the US Territories or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) a holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorises, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.
(iii) a Person subject to trade, banking, or travel sanctions or restrictions enacted by a governmental authority;
(iv) a Person located in, or a Person who is a resident or citizen of, any jurisdiction other than a Service Jurisdiction;
(v) a Person located in, or a Person who is a resident or citizen of, any country or region subject to sanctions or trade restrictions under Canadian, UAE or United States Laws;
(vi) a Person for whom access or use of the Services would be contrary to Laws applicable to them;
(vii) a Person under the legal age to form a binding contract in your jurisdiction;
(viii) a Person under the age of 21; or
(ix) a Person who has previously been suspended or prohibited from accessing or using our Services.
(ww) “Politically Exposed Person” has the meaning provided in The FATF Recommendations (2019), currently available here.
(xx) “Referring Party” means a third-party engaged by the Firm to introduce potential clients to the Firm.
(yy) “Registration Form” means the registration form you must complete, sign, and submit to the Firm prior to be providing access to the Services.
(zz) “Service Jurisdiction” means the jurisdiction or a location in the jurisdiction from which the Services are provided, as the context may require or permit.
(aaa) “Service Provider” means a third-party that provides services or technologies that are compatible with or otherwise augment the Services.
(bbb) “Services” means the products, services, and technologies provided by the Firm through the Website, the Service Software, the Firm’s API, or through any other means authorised by the Firm, related to the sourcing and delivering liquidity for the purchase and sale of Virtual Assets.
(ccc) “Service Software” means the Firm’s software applications or any of the Firm’s or third-party’s software applications that the Firm provides remote access to, and use of, as part of the Services, including any Updates.
(ddd) “Settlement Date” means, in respect of a Trade, the dates upon which payment or delivery of any Funds is to occur, as specified in the Confirmation that relates to the Trade.
(eee) “Subcontractor” has the meaning set forth in Section 3.9.
(fff) “Term” has the meaning set forth in Section 21.1.
(ggg) “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
(hhh) “Trade” means a purchase or sale of a Virtual Asset consummated through the Services.
(iii) “United States” means the states of the United States and the District of Columbia.
(jjj) “US Territories” means the U.S. Virgin Islands, Guam, Puerto Rico, the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as defined in the Indian Gaming Regulatory Act (United States)).
(kkk) “Updates” means bug fixes, updates, upgrades, enhancements, modifications and new releases or versions of the Firm’s API.
(lll) “Wallet” means a device, physical medium, software, or service which stores certain types of cryptographic assets (or the public and/or private keys to such cryptographic assets) and can be used to track ownership, receive, or transfer cryptographic assets.
(mmm) “Wallet Address” means the public key of an asymmetric key pair represented as a combination of alphanumeric characters and which is a destination for a Virtual Asset transfer.
(nnn) “Website” means the Aquanow website, currently located at https://aquanow.com/ https://and Aquanow.com/uae.
(ooo) “Website Terms of Service” means the terms of service for the Website, currently located at https://aquanow.io/terms/ and as updated by the Firm from time to time.
(ppp) “Website Order” has the meaning set forth in Section 9.1(b).
(qqq) “Withdrawal Minimums” has the meaning set forth in Section 7.8(e).
1.2 Interpretation. For the purposes of this Agreement: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder ”refer to this Agreement as a whole; (d) unless the context otherwise requires, references herein: (i) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof, and (iii) to a statute means such statute as amended from time to time and includes any successor legislation there to and any regulations promulgated there under; (e) the Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein; (f) Section and Schedule headings do not affect the interpretation of this Agreement; (g) words in the singular include the plural and those in the plural include the singular; (h) a reference to “writing” or “written” includes email, unless otherwise stated; and (i) a reference to “currency” or “currencies” includes different types of legal tender and different types of Virtual Assets. The introductory clauses of this Agreement prior to the commencement of the numbered paragraphs forms part of this Agreement and is not mere recital.
1.3 Modifications to the Agreement. We may (in our sole discretion) revise and update this Agreement from time to time by emailing you the modified Agreement at the email address we have on file for your Account. We shall also post the modified version on our Website.
Any and all such modifications are effective 30 calendar days after emailing you and upon becoming effective will apply to all continued use of the Services. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued use of the Services constitutes your acceptance of such modifications. If you do not wish to continue using the Services under the modified Agreement, you must terminate this Agreement in the manner described in Section 21.2(c).
1.4 Modifications to the Services. The Services, including its functionalities, features, pricing, information, and materials, may be changed, withdrawn or terminated by the Firm at any time in the Firm’s sole discretion without notice. We will not be liable if for any reason all or any part of the Services is restricted to users or unavailable at any time or for any period.
1.5 Additional Terms. We may supplement this Agreement with additional written terms (“Additional Terms”) relating to specific content, goods, opportunities, or services made available or supplied by the Firm. You will have the opportunity to review these Additional Terms before accepting them. If you reject Additional Terms, certain content, goods, opportunities, or services may not be available to you. Any Additional Terms entered into between you and us will govern to the extent of any inconsistency with this Agreement.
1.6 Geographic Limitations. The Services have been designed for persons resident in the United Arab Emirates. The Firm does not represent, warrant, covenant, or guarantee that the Services will be available or suitable in any particular jurisdiction. Persons who use the Services outside of the United Arab Emirates do so at their own risk and are solely responsible for determining if use of the Services is lawful in their jurisdiction.
1.7 Accessibility. We seek to make the Services as accessible as possible. If you have any problems accessing the Services or the content contained on it, please contact us at info@aquanow.com.
2. YOUR ACCOUNT & ANTI-MONEY LAUNDERING PROGRAM
2.1 Registration. To use the Services, you must have an account with the firm (an “Account”). To register an Account, you must complete the Firm’s account registration process, which may involve: (a) registering a unique user name and password; and (b) providing the Firm with: (i) your contact information, such as your name, company name, phone number, IM Account, email address, and delivery address; (ii) your payment and billing information; (iii) your tax identification information; (iv) copies of government issued ID (v) your date of birth; (vi) answers to security questions; and (vii) any other information we request, including, information necessary for us to verify your identity and meet our legal requirements under Anti-Money Laundering Laws and other Laws. You may only create one Account. We reserve the right to reject any Account application. If we approve your application and you are otherwise eligible to use the Services, we will open an Account for you.
2.2 Account Data. You shall ensure that all information you provide us (information you provide us, the "Account Data") is true, accurate, current and complete information. You will also maintain and promptly update the Account Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or if the Firm suspects that such information is untrue, inaccurate, not current or complete, the Firm has the right to suspend or delete your Account and refuse delivery of any and all current or future Services to you.
2.3 Verification of Data. Although we have no obligation to you to verify the accuracy and completeness of your Account Data, you authorise us to make inquiries with third-parties (including with identity verification services, governmental authorities, and credit bureaus), whether directly or through the assistance of third parties, that we consider necessary or helpful to verify: (a) your Account Data; (b) your, your Authorised Users’, and your Customers’ identities; (c) beneficial ownership of any Person; and (d) any other information you or your Authorised Users or Customers provide us. We may take any action we consider reasonably necessary or prudent based on the results of such inquiries or investigations. In furtherance of such verifications, you authorise us to disclose to third-parties your Account Data.
2.4 Anti-Money Laundering. As part of the Firm’s obligations under Anti-Money Laundering Laws and other Anti-Money Laundering Laws applicable to the Firm, the Firm has developed and enforces its anti-money laundering and terrorist financing compliance program (“AML Compliance Program”). Prior to opening an Account, and as a condition of using certain services, you must satisfy our AML Compliance Program requirements. Satisfaction of these requirements is an ongoing obligation. At any time, we may request from you, your Authorised Users, and your Customers any information we deem necessary to verify that you, your Authorised Users, or your Customers satisfy our AML Compliance Program requirements. However, you are solely responsible for all screening, due diligence, and compliance requirements under Anti-Money Laundering Laws in respect of: (a) your Authorised Users; and (b) your Customers’ use of the Services through your Authorised Applications.
2.5 Account Hold Period. Your access to certain Services will be subject to a hold period until the Firm has verified your Account Data in accordance with the Firm’s requirements under applicable Laws and its AML Compliance Program. During this hold period, the Firm may refuse to accept deposits or process withdrawals for you and may reject Orders. The Firm may reinstate the hold period if at any time the Firm is of the belief that applicable Law may prohibit the Firm from providing Services to you or if the Firm is of the belief that you no longer satisfy the requirements of the AML Compliance Program. Nothing in this Section2.5 limits the Firm’s rights outside of the hold period to refuse to accept deposits, to process withdrawals, or reject Orders.
2.6 Funds.
(a) Source of Funds. You represent, warrant, and covenant that all Funds you transfer to the Firm or use for transactions through the Services are not directly or indirectly the proceeds of any illegal activities. You are not permitted to use the Services on behalf of any third-party without the Firm’s written consent. If you are given such consent and are using the Services on behalf of a third-party, you shall verify the source of the third-party’s Funds and confirm that such Funds are not direct or indirect proceeds of illegal activities. Upon our request, you shall provide us with information on the source of the Funds, including, the activity or action that generated the Funds.
(b) Required Transfers of Funds. We may: (i) return Funds to their account of origin; (ii) transfer funds to or any account required by applicable Law; or (iii) require you to withdraw Funds stored in your Account by a specified date.
2.7 Account or Services Suspension or Termination. We may limit, suspend, or terminate your or your Authorised Users’ access or use of your Account or Services:
(a) if at any time we determine you, your Authorised Users, or your Customers do not satisfy your AML Compliance Program requirements or if we are otherwise unsatisfied or have concerns with the information we collect (or are unable to collect) about you, your Authorised Users, or your Customers;
(b) if you, your Authorised Users, or your Customers have violated, or we suspect that you, your Authorised Users, or your Customers have violated or will violate:
(i) this Agreement;
(ii) our Website Terms of Service;
(iii) the Firm’s API Terms of Service; or
(iv) applicable Law.
(such violation, a “Misconduct Event”)
(c) if we have determined that you or your Customers pose a fraud risk;
(d) if required to do so by applicable Law;
(e) if you have been charged of a criminal offence; or
(f) if you or your Account is the subject of any litigation, arbitration, other legal proceeding, or investigation.
You acknowledge that if your access to your Account or the Services is limited, suspended, or terminated, you may not be able to withdraw or execute transactions with Funds held in your Account. If you owe us any fees at the time we limit, suspend, or terminate your Account, we may deduct such amounts from your account balance and apply such deducted amounts towards amounts owed by you to the Firm (if any).
If your or your Authorised Users’ access or use of the Services has been terminated, suspended, or limited by the Firm, you shall not register a new Account nor take any other actions to attempt to access the Services that have been terminated, suspended, or limited. You will not be entitled to a refund if we terminate, suspend, or limit your or any other Authorised User’s access or use the Services.
2.8 Closing Your Account. You may close your Account at any time by contacting the Firm at info@aquanow.com or by using the approved account management tools on our platform to request the closure of your Account. However, closing your Account does not release you of your obligation to pay outstanding fees owed to the Firm. By closing your Account, you authorise us to deduct from your account such amounts of Funds as necessary to settle all Fees and other amounts owed by you to us and then transfer the remaining balance to you. If your account balance at the time of the transfer to you is below our posted Withdrawal Minimums, you will be responsible for any transaction fees incurred in connection with such transfer to you and in settlement of such fees we may deduct such transaction fees from the amount transferred to you. We may retain your Account Data after closure of your Account, subject to applicable Laws.
2.9 Effect of Termination or Closure of Account. Without limiting any other provision of this Agreement, upon the Firm confirming that your Account has been closed, this Agreement will terminate, subject to the provisions of this Agreement that survive termination of this Agreement, as further described in Section 21.4.
2.10 Investigations. If we suspect, in our sole and arbitrary discretion, that you or any of your Authorised Users or Customers have committed or are likely to soon commit a Misconduct Event, we may investigate you and your Authorised Users or Customers in relation to such Misconduct Event and may make inquires of third-parties (including but not limited to governmental authorities) to assist us with the foregoing. We may also investigate you and your Authorised Users’ or Customers’ activities on our Services if required by applicable Law or as required or prudent for pending or ongoing litigation or arbitration. We may disclose the results of our investigations to governmental authorities.
2.11 Authorised Users & Use of Account.
(a) Restrictions. You shall not permit anyone who is not an Authorised User to: (a) use your Account; (b) use the Services on your behalf; or (c) use your Electronic Address in connection with the Services.
(b) Nominees for Authorised Users. You must designate one of your Authorised Users to act as your “Primary Contact.” Any references in the Agreement to Authorised Users includes the Primary Contact. The Primary Contact may nominate individuals to be Authorised Users using the nomination process approved by the Firm from time to time; however, the Firm has sole and arbitrary discretion to accept or reject nominees as Authorised Users and may cancel or suspend any Person’s authorisation to use the Services at any time. Before designating nominees as Authorised Users, the Firm may require nominees to successfully pass our AML Compliance Program. As part of this process, we may require nominees to submit to us any information we request, including, information necessary for us to verify each nominees’ identity and meet our legal requirements under Anti-Money Laundering Laws and other Laws.
(c) Permissions of Authorised Users. Authorised Users are permitted to: (i) administer and access your Account as if they were you; (ii) communicate with the Firm on your behalf; and (iii) provide instructions on your behalf, including submitting or modifying Orders and authorising deposits and withdrawals of Funds.
(d) Trades Only on Behalf of Client. Authorised Users shall not submit Orders on their own behalf in the capacity as a principal, but may submit Orders only on behalf of the Client in the capacity of an agent of the Client.
(e) Responsibility for Authorised Users. You are responsible for all acts and failures to act by your Authorised Users, whether or not such Authorised Users were acting or failing to act with your authorisation.
2.12 Account Sharing. Your Account is personal to you and you shall not share your Account or transfer it to any other Person. You shall not use or access an Account which is not your own, except that Authorised Users may use an Account in respect of which they are an Authorised User.
2.13 Account Security. Access to your Account and use of certain security-controlled parts of the Services will require Credentials. You are solely responsible for maintaining and shall maintain the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorised use of your Credentials. You shall cause each of your Authorised Users to maintain the confidentiality of your Credentials. Except as authorised in writing by the Firm, you will not permit anyone other than an Authorised User to use your Account or Credentials, nor will you permit anyone other than an Authorised User to use your Electronic Address to communicate with the Firm. If you permit a Person who is not an Authorised User to use your Credentials, Account, or Electronic Address and that Person communicates instructions to us, we may act on those instructions as if they came from you and you will be bound by those instructions. You will immediately notify the Firm if you know or suspect that a Person who is not an Authorised User has used your Account or Credentials or has communicated with the Firm through your Electronic Address. You must exercise caution when accessing your Account from a public or shared computer so that others are not able to view or record your Credentials or other information. You also shall ensure that you logout from your Account at the end of each session.
2.14 Security Controls. You agree that the security controls we use on the Services are sufficient to protect unauthorised access to your Account and to protect against unauthorised Trades and withdrawals of Funds. You acknowledge that compromise of your Account or Credentials could result in unauthorised access to your Account and loss of your Funds. The Firm and the Firm’s Associates will not be liable to you or any other person for any Losses you or any other Person incur as a result of unauthorised use of the Services, your Account, or your Electronic Address.
2.15 Responsibility for Access. You are solely responsible for all costs, expenses, and liabilities related to your and your Authorised User’s and Customer’s access, use, and receipt of the Services. For example, you are responsible for (a) your internet, wireless, and data costs incurred in connection with your use or access of the Services; and (b) obtaining and maintaining any device or other hardware or software you use to access and use the Services. Your ability to access the Services are dependent on your continued access to sufficient internet and/or data services.
2.16 No Obligation to Verify User of Your Account, Electronic Address, or Credentials. Nothing in this Agreement requires the Firm to verify the actual identity or authority of a Person using your Account, Electronic Address, or Credentials, but the Firm may in its sole discretion, at any time require verification of the identity of any Person using your Account, Electronic Address, or Credentials and may deny access to the Services if the Firm is not satisfied with the verification. If the Firm, in its sole discretion, considers your Account, Electronic Address, or Credentials to be unsecure or to have been used inappropriately, then the Firm may immediately limit access to or suspend the Account, Electronic Address, or Credentials without any notice to you. We may require you to change your Credentials from time to time.
2.17 Receipt of Calls and Messages. By providing us with a phone number, you consent to receive calls and text-messages or other instant messages (“SMS”) from us regarding the Services. Standard rates apply. Subject to reasonable processing times, you may opt-out of these communications by using the unsubscribe mechanism provided to you. Likewise, if you provide us with you IM Account (or otherwise add us as a contact on your IM Account), you consent to receiving instant messages (“IM”) from us.
2.18 Recordings. Your phone calls, SMS, IMs, emails, and other communications with the Firm may be recorded for training purposes, to enhance customer services, for security or monitoring, to confirm our discussions with you, and to keep records of your instructions to us. We may use or disclose such records as evidence in any dispute between you and the Firm, to carry out or assist with investigations, as authorised in our Privacy Policy, and as otherwise authorised or required by Law.
3. THE SERVICES
3.1 Access to Services. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, and further conditioned on you having an Account in good standing, the Firm hereby authorises you to access and use the Services and such the Firm’s Materials as the Firm may supply or make available to you solely for the Permitted Use by and through Authorised Users during the Term. This authorisation is non-exclusive, non-transferable, and may be terminated or suspended by the Firm as provided in this Agreement.
3.2 The Firm’s API. Not with standing Section 3.1, you may access and use the Firm’s API only if you have valid API Credentials provided by the Firm and you have accepted and agreed to be bound by the Firm’s API Terms of Service. The Firm may revoke your API Credentials at any time for any reason.
3.3 Downloadable Software. Use of the Services may require or include use of downloadable software. The Firm grants you a non-transferable, non-exclusive, non- assignable, limited right for Authorised Users to use downloadable software we provide as part of the Services. Such downloadable software may be subject to an additional end-user license agreement which you must accept before using the downloadable software. Any Third-Party Products that consist of downloadable software will be subject to the terms and conditions of the third-party vendor of the Third-Party Products.
3.4 Limitations and Restrictions. You shall not, and shall not permit any other Person, to access or use the Services or the Firm’s Materials except as expressly permitted by this Agreement, and in the case of Third-Party Products, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, and shall not permit any other Person to, except as this Agreement expressly permits:
(a) copy, modify, or create derivative works or improvements of the Services or the Firm’s Materials;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or the Firm’s Materials to any Person, including on or in connection with any time-sharing, service bureau, software as a service, cloud or other technology or service;
(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or the Firm’s Materials, or any part thereof;
(d) bypass or breach any security device or protection used by the Services or the Firm’s Materials or access or use the Services or the Firm’s Materials other than by an Authorised User through the use of his or her own then-valid Credentials;
(e) access or use the Services or the Firm’s Materials for any personal, family, or household purposes (except in the case of Customers using Authorised Applications);
(f) access or use the Services or the Firm’s Materials on behalf of or for the benefit of any third-party except with our express written permission;
(g) input, upload, transmit or otherwise provide to or through the Services or the Firm’s Systems any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
(h) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, the Firm’s API, the Firm’s Systems or the Firm’s provision of services to any third party, in whole or in part;
(i) remove, delete, alter or obscure any trademarks, specifications, Documentation, EULA, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or the Firm’s Materials, including any copy thereof;
(j) access or use the Services or the Firm’s Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party (including by any unauthorised access to, misappropriation, use, alteration, destruction or disclosure of the data of any other of the Firm’s customers), or that violates any applicable Law;
(k) access or use the Services or the Firm’s Materials for purposes of competitive analysis of the Services or of the firm’s Materials, the development, provision, or use of a competing software service or product, or any other purpose that is to the Firm’s detriment or commercial disadvantage;
(l) use the Services or the Firm’s Materials in violation of any Law or to facilitate violation of a Law;
(m) use the Services for a tortious purpose, to facilitate any tortious activity, or to obtain any unlawful property or services, under applicable Law;
(n) submit misleading, false, inaccurate, or fraudulent information to the Services;
(o) data scrape, index, or data mine the Services;
(p) use bots or automated processes on the Services;
(q) mirror, frame, or link to any part of the Services;
(r) use the Services in connection with the manipulation of any technical glitch, delay, or failure;
(s) take advantage of any security breach or failure in connection with your use of the Services; or
(t) otherwise access or use the Services or the Firm’s Materials beyond the scope of the authorisation granted under this Agreement.
3.5 Suspension. Notwithstanding anything to the contrary in this Agreement, the Firm may temporarily suspend the Client’s and any other Authorised User’s access to any portion or all of the Services if:
(a) The Firm reasonably determines that (i) there is a threat or attack on any of the Firm’s Materials or Services; (ii) The Client’s or any of the Authorised User’s or Customer’s use of the Firm’s Materials or Services disrupts or poses a security risk to the Firm, the Firm’s Materials or Services, or to any other customer or vendor of the Firm; (iii) The Client or any Authorised User or Customer is using the Firm’s Materials or Services for fraudulent or illegal activities; (iv) subject to applicable Law, the Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganisation, liquidation, dissolution, or similar proceeding; or (v) The Firm’s provision of the Services to the Client or any Authorised User or Customer is prohibited by applicable Law; or
(b) any vendor or supplier of the Firm has suspended or terminated the Firm’s access to or use of any third-party services or products required to enable the Client to access the Services.
(any such suspension described in sub clause (a), (b), or (c), a “Service Suspension”).
The Firm shall use commercially reasonable efforts to provide written notice of any Service Suspension to the Client and to provide updates regarding resumption of access to the Services following any Service Suspension. The Firm shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. The Firm will have no liability for any Losses that the Client or any other Person may incur as a result of or arising out a Service Suspension.
3.6 Availability. The Services are not available in all jurisdictions. We may limit or restrict availability of the Services, and certain features, functionalities, and services of the Services to our authorised service jurisdictions, as updated from time to time (“Service Jurisdictions”). If you are not within one of our Service Jurisdictions, you must not use the Services. We reserve the right to decline to provide access to the Services to any Person, even if located within one of our Service Jurisdictions. We will not be liable if for any reason all or any part of the Services are restricted to users or unavailable at any time or for any period. The Services may be changed, withdrawn, suspended, or terminated at any time in our sole and arbitrary discretion without notice.
3.7 Prohibited Persons. You shall not directly or indirectly access or use the Services if you, or any of your Authorised Users, are a Prohibited Person. Your and your Authorised Users’ access and use of the Services is conditional upon us remaining satisfied that you and your Authorised Users are not Prohibited Persons.
3.8 Verification. It is a condition of your and your Authorised Users’ access and use of the Services that upon our request, you promptly provide us with any requested information and evidence as we determine necessary to:
(a) confirm you and your Authorised Users are not Prohibited Persons;
(b) verify the accuracy of your representations and warranties given under this Agreement;
(c) confirm you meet the requirements of our AML Compliance Program;
(d) complete our AML Compliance Program; or
(e) comply with our legal and regulatory requirements, including, our requirements under Anti-Money Laundering Laws.
3.9 Subcontractors. The Firm may from time to time, in its sole and arbitrary discretion, engage third parties to provides Services on behalf of the Firm (“Subcontractors”).
3.10 Market Data.
(a) The Firm may provide you with data concerning Virtual Asset trades and markets, including pricing, volume, analyst and news reports, research, and other information relevant to trading and investing in Virtual Assets (“Market Data”). We may make this Market Data available to you through the Website, the Firm’s API, or other means. The Firm may charge a Fee for the provision of Market Data.
(b) Market Data provided to you remains the confidential information and property of the Firm. You may use Market Data only for your internal business purposes. You shall not publish, display, reproduce, distribute, repackage, rent, or sell the Market Data.
(c) While the Firm endeavours to provide reliable Market Data, the Firm does not guarantee the accuracy, completeness, currency, suitability, or sequencing of the Market Data. The Firm’s MARKET DATA IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITH ALL FAULTS, ERRORS, AND DEFECTS AND WITHOUT CONDITION OR WARRANTY OF ANY KIND. THE FIRM AND THE FIRM’S ASSOCIATES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, OR TIMELINESS OF THE MARKET DATA OR THAT ACCESS TO THE MARKET DATA WILL BE UNINTERRUPTED OR ERROR-FREE.
(d) You should independently verify the accuracy, completeness, timeliness, and suitability of all Market Data before acting on such Market Data. You assume all risks associated with your use of the Market Data. THE FIRM AND THE FIRM’s ASSOCIATES ASSUME NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS YOU OR YOUR CUSTOMERS TAKE OR FAIL TO TAKE AS A RESULT OF THE MARKET DATA NOR WILL THE FIRM NOR THE FIRM’S ASSOCIATES HAVE ANY LIABILITY FOR ANY LOSSES YOU OR YOUR CUSTOMERS INCUR AS A RESULT OF OR ARISING OUT OF USE OF THE MARKET DATA.
4. CLIENT RESPONSIBILITIES
4.1 Responsibility for Compliance with Local Laws. The operator of the Services is located in Dubai, United Arab Emirates. The Services are intended for use only in jurisdictions where access or use of the Services is legal. You shall not, and shall not permit any of your Authorised Users or Customers, to access or use the Services from a location where access or use of the Services contravenes applicable Law. You are solely responsible for determining the legality of the Services in your jurisdiction, as well as in the jurisdictions of your Authorised Users and Customers. You are responsible for your compliance with local Laws of your jurisdiction. By using the Services, you represent and warrant to the Firm that access and use of the Services by you and your Authorised Users and Customers is lawful in your and their respective jurisdictions.
4.2 Use of the Services by Authorised Users and Customers
(a) Responsibility for Use. You are responsible and liable for all uses of the Services and the Firm’s Materials resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of the Authorised Users or Customers, and any act or omission by an Authorised User or Customer that would constitute a breach of this Agreement, if taken or not taken by you, will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorised Users and Customers aware of this Agreement’s provisions as applicable to their respective uses of the Services, and you shall cause Authorised Users and Customers to comply with this Agreement as if they were you.
(b) Responsibility for Authority Users’ and Customers’ Obligations. To the extent there are any Authorised User representations, warranties, covenants, obligations, or responsibilities (“Authorised User Obligations”) to the Firm under this Agreement, you will likewise be responsible to the Firm for the performance of such Authorised User Obligations by all Authorised Users. Similarly, to the extent there are any Customer representations, warranties, covenants, obligations, or responsibilities (“Customer Obligations”) to the Firm under this Agreement, you will likewise be responsible to the Firm for the performance of such Customer Obligations by all Customers.
(c) Substituted Enforcement. If an act or omission on the part of the Firm constitutes a breach or tort that causes Losses to an Authorised User or Customer, then to the extent that any rights or remedies against the Firm for such Losses will be enforced by any party (including an Authorised User or Customer), such rights or remedies may be enforced only by you as if you had suffered such Losses and such Authorised User or Customer (as applicable) will not be entitled to enforce such rights or remedies directly against the Firm on its own behalf.
(d) Dispute Resolution. If a dispute arises between the Firm and an Authorised User or between the Firm and a Customer, the Firm may elect that the dispute will be resolved by you on behalf of the Authorised User or Customer, as applicable.
(e) No Alteration to Disclaimers or Limitations of Liability. The extension of this Agreement to an Authorised User or Customer will not have the effect of altering the disclaimer of warranties in Section 26 or the liability limitations set forth in Section 28, it being understood and agreed that Losses incurred by any Authorised User or Customer arising from or related to any act or omissions on the part of the Firm in relation to this Agreement will be deemed to be incurred solely by you and not the Authorised User or Customer, as the case may be.
(f) Client’s Obligations With Respect to Authorised Users and Customers. Without limiting Section 4.2(a), as a condition of allowing Authorised Users or Customers to access and use the Service, you shall:
(i) ensure that all Authorised Users and Customers have agreed in writing to be bound by the provisions of Sections 4.2(c) to 4.2(e);
(ii) ensure that your Customers and Authorised Users are not Prohibited Persons;
(iii) ensure that Trades made by Customers through the use of the Authorised Applications are made by Customers only on their own behalf (i.e. as a principal) and not on behalf of any other Person;
(iv) require your Authorised Users and Customers to release the Firm and the Firm’s Associates of all liability arising out of or related to the Authorised Users’ or Customers’ respective uses of the Services;
(v) require your Authorised Users and Customers comply with (and not knowingly facilitate their violation of): (1) all applicable Laws; and (2) your obligations under this Agreement which pertain to Authorised Users or Customers;
(vi) not permit Customers to access or use the Services unless you have ensured that each such Customer has passed all required screenings, due diligence, and other requirements under Anti-Money Laundering Laws, including know-your-client (KYC) requirements;
(vii) comply with all Laws applicable to each such Customer’s use of the Services, including all customer identification, ID verification, recordkeeping, and reporting obligations under Anti-Money Laundering Laws; and
(viii) upon the Firm’s reasonable request, cooperate and assist the Firm with its legal compliance efforts under applicable Laws, including Anti-Money Laundering Laws, in relation to Customers’ access or use of the Services, including by disclosing to the Firm such records respecting your Customers as are required to be created and maintained under Anti-Money Laundering Laws.
For the avoidance of doubt, the provisions of Section 4.2(f)(i) to 4.2(f)(viii) are both conditions and covenants.
(g) You shall not permit Customers to access or use the Services through any means other than through use of Authorised Applications that interface with the Firm’s API and you may permit such access or use only if: (i) the Firm has authorised you to use the Firm’s API in connection with your Customers; and (ii) you have not breached any term of this Agreement. All use of the Firm’s API is governed by the Firm’s API Terms of Service.
(h) You shall indemnify and save the firm harmless from and against any and all Losses arising out of or related to: (i) your failure to meet your obligations in Section 4.2(f) or Section 4.2(g); (ii) the misconduct or negligence of any Authorised User or Customer; or (iii) any actor omission by an Authorised User or Customer that would constitute a breach of this Agreement if taken or not taken by you.
4.3 Client Data. You hereby grant to the Firm a non-exclusive, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display the Client Data and perform all acts with respect to the Client Data as may be necessary for the Firm to provide the Services to the Client, and a non-exclusive, perpetual, irrevocable, transferable, royalty-free, worldwide licence to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the De-Identified Data. You will ensure that Client Data and any Authorised User’s use of Client Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable Law.
5. ASSUMPTION OF RISK AND ACKNOWLEDGEMENTS
5.1 Assumption of Risk. You confirm you have read, understand, and agree with our Risk Disclosure Statement. THE HOLDING OF VIRTUAL ASSETS INVOLVES MANY RISKS, INCLUDING HACKING AND CYBER ATTACKS, SECURITY BREACHES, BLOCKCHAIN NETWORK FAILURE OR CONGESTION, FORKS, LOST SECURITY CREDENTIALS, INTERRUPTION OF SERVICES, LOSS OR THEFT OF VIRTUAL ASSETS, TECHNICAL MALFUNCTIONS, BUGS, OR FAILURES, LEGAL CHANGES, SUDDEN CHANGES IN VALUE, AND OTHER KNOWN AND UNKNOWN RISKS. YOU ACKNOWLEDGE THAT YOUR VIRTUAL ASSETS MAY LOSE ALL OR SUBSTANTIALLY ALL OF THEIR VALUE. YOU DECLARETHAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH VIRTUAL ASSET TRADING, INVESTING, AND HOLDING, WHICH MAY INCLUDE THE AFOREMENTIONED RISKS AND THE RISKS SET OUT IN OUR Risk Disclosure Statement AND OTHER UNDISCLOSED OR UNKNOWN RISKS, AND THAT YOU FULLY ASSUME ALL OF THE RISKS ASSOCIATED WITH DIGITIAL TRADING, INVESTING, AND HOLDING, INCLUDING ANY UNKNOWN RISKS AND RISKS NOT DISCLOSED IN THIS PARAGRAPHOR OUR Risk Disclosure Statement. ADDITIONALLY, YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES.
5.2. Acknowledgements.
(a) Legal Status. The legal status of Virtual Assets is constantly evolving, subject to change, and may vary from jurisdiction to jurisdiction. As of the date of the Agreement, Virtual Assets are not considered legal tender in the United Arab Emirates and are not backed by the government of the United Arab Emirates. You are responsible for confirming the legal status of Virtual Assets in your jurisdiction on an ongoing basis.
(b) Disclaimer Regarding Your Account and Deposited Funds. Your Account is not a depositor investment account. Funds held in your Account or otherwise loaded, transferred, exchanged, remitted, or stored through use of the Services are not protected by any deposit protection fund, scheme, or any other insurance. The Firm is not a bank, credit union, trust, or any other type of financial institution. Funds held in your Account will not accumulate interest. To the extent you have any entitlement to interest with respect to Funds in your Account, you hereby irrevocably waive such entitlement. We take custody of your Funds solely for the purposes of facilitating your Trades. We do not take custody of Funds as a stand-alone service. For the avoidance of doubt, your Internal Wallet forms part of your Account.
(c) External Wallet. The Firm has no control over nor any responsibility for External Wallets.
(d) Ticker Prices. Ticker prices on the Services are provided as a convenience to you. Ticker prices are merely estimates and actual prices may vary.
(e) No Refunds. Except as provided in Section 20: (i) once a Trade has been completed, it will not be reversed except as expressly provided in; and (ii) we do not provide refunds or reversals for completed Trades.
(f) Virtual Asset Protocols. The Firm has no control over the technologies or protocols underlying the Virtual Assets. These technologies and protocols change from time to time and such changes may affect the value, functionalities, use, or characteristics of your Virtual Assets, including Virtual Assets held in your Account. Changes to these technologies and protocols might render Virtual Assets incompatible with our Services.
(g) Support. We are not responsible for providing support regarding Virtual Assets in your possession or control nor are we responsible for providing support regarding External Wallets.
(h) Wallet Addresses. When you provide us with a Wallet Address for delivery of Virtual Assets (or for any other purpose), you are solely responsible for ensuring that the Wallet Address is accurate and that the Wallet to which it relates is accessible by you. We are not responsible for verifying the accuracy of Wallet Addresses you provide to us and we cannot reverse delivery of Virtual Assets once sent to a Wallet Address.
(i) Incorrect Information. The Firm has no liability to you or to any other Person for any Losses you or any other Person incur as a result of any fraudulent, incorrect, or incomplete information you provide us. For example, if you provide the Firm with incorrect Wallet Address information, the Firm will have no liability to you for any Virtual Assets sent to that incorrect Wallet Address.
(j) Forks.
(i) The Firm does not own and has no control over the technologies and protocols that underly the Virtual Assets. The network protocols or technologies of Virtual Assets may undergo changes that may result in incompatibilities with previous versions of the blockchain (a “Fork”). Forks may affect Virtual Asset value, transferability, functionality, and other attributes of the Virtual Asset including the name of the Virtual Asset and whether the Virtual Asset will remain supported by the Services. The firm has no liability to you or any other Person for any Losses you or any other Person incur as a result of or arising out of a Fork, including Losses you or any other Person incur due to the Firm’s inability or refusal to deliver to you or any other Person Virtual Assets that result from a Fork. The Firm may suspend the Services to accommodate a Fork. The Firm has sole discretion to determine whether or not to support any forked blockchain. The Firm will have no liability to you or any other Person if the Firm chooses not to support a forked blockchain (an “Unsupported Blockchain”). As between you and the Firm, you have no rights, interests, or claims to Virtual Assets on an Unsupported Blockchain (“Unsupported Virtual Assets”). We make no representations or warranties regarding any forked blockchain networks we support and disclaim any and all liability related to us supporting a forked blockchain.
(ii) Forks may result in the Firm holding Virtual Assets on two or more different forked blockchains; however, our ability to deliver to you Virtual Assets that result from a Fork might depend on third-parties and the underlying protocols and technologies of the forked blockchains, over which we have no control. Consequently, we cannot guarantee delivery to you of Virtual Assets that result from a Fork.
(iii) Where Unsupported Virtual Assets have been produced following a Fork by an Unsupported Blockchain, we may without notice to you:
(1) Retain the Unsupported Virtual Assets as the property of the Firm;
(2) Abandon such Unsupported Virtual Assets without any obligation to deliver the Unsupported Virtual Assets to you or any other Person; or
(3) Deliver to you your portion of the Unsupported Virtual Assets (as determined by the Firm) through a one-time withdrawal functionality, and we may charge you a reasonable administrative Fee to reimburse us for our costs incurred in connection with delivering such Unsupported Virtual Assets.
(iv) To ensure you have continued access to your Virtual Assets that are on a blockchain network that will be subject to an upcoming Fork, and to the Virtual Assets produced by such Fork, you must withdraw your Virtual Assets from your Account prior to the occurrence of the Fork.
(k) Internet. Our completion of Trades might be delayed, limited, or hindered by failure, disruptions, or errors of hardware, software, or telecommunication systems. We are not liable for such delays, limitations, or hinderances.
(l) Third-Party Services and Third-Party Materials. From time to time, we may, in our sole and arbitrary discretion, choose to provide some or all of the Services through the use of third-party applications or services (collectively, “Third-Party Services”). For example, we might communicate acceptance of your Orders to you through a third-party instant messaging application or we might use a third-party payment processor to process your payments. Additionally, from time to time we may link to or make available Third-Party Products on or through the Services as a convenience to you. The use or provision of Third-Party Services or Third-Party Products does not imply an endorsement or an affiliation with their owners or operators. We have no control over these Third-Party Services or Third-Party Products and your use or access of them may be subject to a third-party’s terms and conditions and privacy policy. The content contained in Third-Party Services or Third-Party Products is the sole responsibility of the owner or operator of the applicable Third-Party Service or Third-Party Material.
We do not warrant, endorse, guarantee, provide any conditions, warranties, or representations, or assume any responsibility or liability for any information, content, product, or service advertised, offered, made available, or performed by any third-party unless we expressly say so and we will not be a party to any transaction that you may enter into with any such third-party.
(m) Supported Virtual Assets. The types of Virtual Assets, supported by the Services is at the discretion of the Firm. The Firm may discontinue support for any Virtual Asset at any time. If the firm discontinues support for a Virtual Asset (“Unsupported Virtual Asset”), the firm will communicate to you the time by which you must withdraw such Unsupported Virtual Asset from your Account (“Withdrawal Period”), subject to withdrawal limitations and restrictions set out in this Agreement and only so long as the applicable blockchain facilitates such withdrawal. After expiration of the Withdrawal Period, any remaining Unsupported Virtual Assets in your Account will be forfeited by you and become the property of the Firm, without any obligation on the part of the Firm to compensate you for such Unsupported Virtual Assets. The Firm will have no liability to you for any Losses you incur as a result of the Firm withdrawing support for a Virtual Asset.
(n) Consequences for Breach of this Agreement. Without limiting any other rights or remedies available to the Firm, your breach of this Agreement may result in the loss or forfeiture of your Virtual Assets.
(o) No Notice of Market Conditions. Virtual Asset markets are volatile and speculative and prices for Virtual Assets may change suddenly without warning. The Firm is not obligated to inform the Client of any changes in market conditions. You are solely responsible for monitoring your open positions and ensuring your instructions to the Firm are provided in a timely manner.
(p) Responsibility for Review of Communications. You are solely responsible for reviewing and, as applicable, responding in a timely manner to all communications provided by the Firm to you. The Firm has no liability to you for any Losses you or any other Person incur as a result of your failure to review or respond to the Firm’s communications in a timely manner.
6. INSTRUCTIONS AND COMMUNICATIONS
6.1 Acting on Communications. The Firm may act upon any communication that is made to us through your Account, Electronic Address, or by any Person using your Credentials. All instructions communicated to the Firm through your Account, Electronic Address, or Credentials will be binding on you. Additionally, instructions given by any of your Authorised Users will be binding on you. You confirm that your Authorised Users are authorised to give instructions on your behalf.
6.2 Conflicting Instructions. If there is a conflict between instructions given by Authorised Users, we will attempt to obtain the instructions of the Primary Contact and, if received by us prior to us acting on the conflicting instructions, the Primary Contact’s instructions will take precedence. Notwithstanding the foregoing, if we do not receive clarifying instructions from the Primary Contact within sufficient time (as determined by the Firm in its sole discretion), we may follow the instructions of any Authorised User not withstanding that they may conflict with another Authorised Users’ instructions and we may furthermore disregard the other instructions which conflict with the instructions we choose to follow. We will not be liable for any failure to identify a conflict in instructions, nor will we be liable for following one Authorised User’s instructions to the exclusion of another Authorised User’s instructions.
6.3 Authorisation. You authorise us to take all actions we determine reasonable to carry out instructions given by you or your Authorised Users, including buying, selling, or storing of Virtual Assets on your behalf, transferring Funds on your behalf, open or closing your Account, and modifying or cancelling Orders.
6.4 API Requests. Requests to the Firm’s API made through use of your API Credentials are binding on you regardless of the actual originator of the request.
7. DEPOSITS AND WITHDRAWALS
7.1 Funding your Account. Our Services provide support for multiple methods for placing Orders. For more information on types of supported Orders, see our Schedule of Orders. The Schedule of Orders forms part of this Agreement and is incorporated by reference. Availability of a particular type of Order depends on whether you meet our eligibility criteria for that Order type. We may modify such eligibility requirements from time to time in our sole discretion. Depending on the type of Order you intend to use, we may require you to load Funds into your Account in an amount sufficient to satisfy your Order before we accept your Order. If you have insufficient Funds to satisfy your Order, we may cancel your Order or fill a partial or full Order and require you to promptly satisfy any outstanding payment obligation. We make no representation or warranty as to how long it may take to load your Account with Funds and we will not be liable for any Losses you or any other Person incurs due to any delay loading your Account with Funds. You authorise the Firm to credit your Account in accordance with your instructions.
7.2 Fiat Deposits. To fund your Account with Fiat, you must use one of our approved payment methods. After we receive your Fiat deposit, we will credit your Account in the amount received. You acknowledge that crediting of your Account is not instantaneous and could take multiple Business Days. We may debit your Account on the same day you confirm an Order, even if Fiat has not yet been credited to your Account. Your financial institution might impose fees on you in connection with you funding your Account. These third-party fees will not be stated in any Quote or other transaction related information we provide you. We have no responsibility for these third-party fees. The amount of time required to fund your Account with Fiat depends on your financial institution and the payment method you use. You agree to comply with all of your financial institution’s terms and conditions.
7.3 Virtual Asset Deposits. Virtual Asset deposits to your Account (whether from an External Account or as the proceeds of any Trade) will not be credited to your Account until the deposited Virtual Asset’s blockchain has provided the minimum number of confirmations as required by the Firm. You may only deposit to your Account the types of Virtual Assets supported by the Services.
7.4 Restrictions. You shall not permit Funds to be transferred to your Account from a third-party. Only you and the Firm may transfer Funds to your Account.
7.5 Purpose of Deposited Funds. You agree that Funds deposited into your Account may only be used by you for the purpose of making near-future Trades and paying Fees to the Firm. You shall not deposit Funds into your Account for any other purpose. To the extent the Firm takes custody of your Funds, such custody is solely for the purpose of facilitating your near future Trades and settling owed Fees. The Firm does not provide stand-alone custodial services and Internal Wallets must not be used as a long-term storage solution. The Firm may return all of your Funds held by the Firm to your last known bank account or External Wallet if, in the sole and arbitrary opinion of the firm, too much time has elapsed since your last Trade, or, if you have made no Trades, too much time has elapsed without making a Trade after depositing Funds.
7.6 Handling of Funds by the Firm. The Firm holds Client Money and Client Assets, for and on behalf of You on trust. Other than with respect to Client Money and Client Assets, you acknowledge that if the Firm becomes insolvent or has bankruptcy proceedings commenced against it, you will rank equal with the other general creditors of the Firm.
7.7 Right to Transfer Funds. You represent and warrant that:
(a) all Funds you transfer to the Firm are and will be, at the time of transfer, your own, or that you are otherwise authorised to transfer those Funds to the Firm; and
(b) all Funds you transfer to the Firm are and will be, at the time of transfer, free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance.
7.8 Withdrawals of Funds.
(a) When you request to withdraw Funds from your Account, you authorise us to withdraw Funds from your Account for that purpose and we will debit your Account in the amount of the Funds withdrawn.
(b) Subject to the terms and conditions of this Agreement, you may withdraw Virtual Assets from your Account by transferring your Virtual Assets to an External Wallet. Withdrawals of Virtual Assets may be subject to transaction fees, which will be deducted from your Virtual Assets before delivery to your External Wallet.
(c) Subject to the terms and conditions of this Agreement, you may withdraw Fiat from your Account by transferring the Fiat to your External Account using one of our approved Fiat transfer methods. You represent and warrant that you are the owner or authoris ed user of the External Account indicated in your withdrawal request. With drawing Fiat may be delayed if you make your request outside of our Business Hours.
(d) Notwithstanding Paragraphs 7.8(a)-(c), you may not withdraw Funds from your Account if: (i) the balance of your Account after the withdrawal would be insufficient to satisfy your pending Orders, Fees owed to the Firm, and any minimum balance requirements; or (ii) the withdrawal is delayed or restricted by another provision of this Agreement.
(e) Withdrawal Minimums applicable to your account are set out in your portal access (“Withdrawal Minimums”). The Firm may change the Withdrawal Minimums by posting a new Schedule of Withdrawal Minimum on the portal. If your withdrawal of Funds is below the applicable Withdrawal Minimum, the Firm may charge a withdrawal fee and deduct it from your Account prior to processing your withdrawal.
(f) You shall not transfer Funds from your Account to a third-party.
(g) We are not responsible for any withdrawal delays or errors that are due to your financial institution, the funds transfer system used to carry out your withdrawal, the applicable blockchain, incorrect instructions given by you, or other matters outside of our control.
7.9 Delays. Deposits and withdrawals of Funds may be delayed: (a) until satisfaction of any applicable legal or compliance checks by the Firm (as further described in Section 7.10); (b) until all outstanding Fees to the Firm have been paid; or (c) in the case of Funds that are Virtual Assets, by congestion of the applicable blockchain network or selection of too low of a blockchain transaction fee for your Virtual Asset transfer. The Firm has no control or responsibility respecting blockchain network congestion or blockchain transaction fees. The Firm provides no guarantees with respect to the timing of deposits or withdrawals of Funds. The Firm has no liability to you or your Customer for any Losses incurred as a result of any delay in the deposit or withdrawal of Funds.
7.10 Due Diligence Checks. Prior to processing any deposit or withdrawal of Funds or executing any Order, the Firm may carry out due diligence and regulatory compliance checks, including anti-fraud, anti-money laundering, anti-terrorist financing, and anti-financial crime checks. Deposits, withdrawals, or Orders may be delayed or cancelled as a result of these checks or other legal requirements and may be subject to hold periods. You agree to cooperate with our due diligence and regulatory compliance checks. You further agree to cooperate with our efforts to verify that you are the owner of the External Account or External Wallet from which you send or receive Funds. Sections 7.1, 7.8, and Article 9 are subject to this Section 7.10.
7.11. Limits. The Firm may set limits on daily deposits and withdrawals of Funds.
7.12. Title to Virtual Assets. All Virtual Assets stored in your Account are held by the Firm on behalf of you on trust, in connection with pending and future Trades. As between you and the Firm, you retain all title and risk of loss to Virtual Assets stored in your Account. You will cease to have title to Virtual Assets upon transferring those Virtual Assets to the Firm in settlement of a Trade.
7.13 Control over Virtual Assets. Subject to Services interruptions, completion of pending Orders, the terms and conditions of this Agreement and our applicable policies, you may withdraw your Virtual Assets at any time by sending them to an External Wallet so long as the applicable blockchain supports such withdrawals.
8. OWNERSHIP OF VIRTUAL ASSETS
8.1 Ownership. You are the sole owner of, and have legal title to, all Fiat (Client Money) and Virtual Assets (Client Assets) stored in your Account. You retain control over your Fiat and Virtual Assets stored in your Account, subject to the authorisations you grant us under this Agreement, our rights under this Agreement, and applicable Law. You will cease to have ownership to Virtual Assets and Fiat, upon transferring those Virtual Assets and Fiat to the Firm in settlement of a Trade.
9. TRADES
9.1 Order Channels. Orders may be communicated to the Firm through the following channels (the “Order Channels”):
(a) by direct instant message from your IM Account, using one of the instant messaging services we support from time to time (“Chat Order”);
(b) by using the order functionality of the Website (“Website Order”); or
(c) subject to Section 9.15, by sending a request for an Order through the Firm’s API (an “API Order”).
The Firm may discontinue, modify, or supplement the Order Channels from time to time without advance notice to you.
9.2 Supported Order Types. The Services support the types of Orders set out in the Schedule of Orders. The Firm may amend the Schedule of Orders at any time by posting a new version on the Website or otherwise providing you with notice of the amended Schedule of Orders and such amended Schedule of Orders will become effective immediately upon posting (or upon notice to you, if the Firm provides such notice).
9.3 Additional Details Concerning Orders. Advertisements respecting our products, services, and potential purchases or sales of Virtual Assets are invitations to you to make offers to purchase or sell and are not offers to purchase or sell by the Firm. When you make an Order, your Order is an offer to purchase or sell the Virtual Assets in your Order. You assume all risk related to the instructions you provide in your Orders. You should carefully review your Orders before submitting them.
9.4 Limits on Orders. The Firm may place limits or restrictions on Orders as the Firm sees fit, including limiting quantities, frequency of orders, and types of currencies. The Firm may refuse Orders, even after accepted by the Firm, if the Firm determines (in its sole and arbitrary discretion) that execution of such Order would expose the Firm to undue risk or credit exposure.
9.5 Cancellation or Modification. No cancellation or modification of an Order is effective until such time as the firm confirms acceptance of the cancellation or modification by delivering a Confirmation to you confirming such cancellation or modification. The Firm reserve the right, in its sole and arbitrary discretion, to reject any request for cancellation or modification of an Order. You shall reimburse the Firm for all reasonable costs and expenses incurred by the Firm in connection with the cancellation or alteration of an Order.
9.6 Availability. Our delivery of Funds to you in connection with your Orders is subject to availability. If you have made an Order that we accepted but we have been unable to obtain sufficient liquidity to complete your Order, we will notify you of the unavailability and refund you the Funds you paid us for your Order.
9.7 Internal Wallet. When you use our Services to sell Virtual Assets, we may provide you with a Wallet Address to which you must deliver your Virtual Assets to complete your Trade. You are solely responsible for ensuring you have sent your Virtual Assets to the correct Wallet Address. We have no responsibility or liability for loss of Virtual Assets due to you sending them to the wrong Wallet Address. You remain responsible for completing any Orders that remain unexecuted due to you sending Virtual Assets to an incorrect Wallet Address.
9.8 Trading Credit. At the Firm’s discretion, we may provide you with credit for your Trades up to an amount specified by us (“Credit”). If we have provided you with Credit, you may submit Orders and complete Trades with an aggregate purchase price up to the credited amount without the requirement to pre-fund your Account before the Firm accepts your Order. You remain responsible for promptly paying any amounts owed to the Firm on demand by the Firm. We only provide Trading Credit solely for the purposes of facilitating your Trades. We do not provide non-Virtual Asset credit as a stand-alone service.
9.9 Statements of Account. On a frequency determined by the Firm (but not less than monthly), we will provide you with statements (“Statements”) of account detailing your Trades.
9.10 Trade Confirmations. Within a reasonable period of time following completion of each Trade, we will provide you with a Confirmation at least one of the Electronic Addresses we have on file for you (except that our failure to provide a Confirmation is not a breach of the Agreement). You will be deemed to have received the Confirmation immediately upon us sending the Confirmation to such Electronic Address, regardless of whether or not you actually receive the Confirmation. You shall verify the accuracy of each Confirmation and, by no later than 5:00 p.m. GST on the immediately following Business Day after delivery of the Confirmation, notify us of any errors or inaccuracies in the Confirmation (an “Inaccuracy Notice”). If we have not received an Inaccuracy Notice from you by the deadline specified in the previous sentence, you will be deemed to have irrevocably accepted the accuracy and completeness of the Confirmation and your Statement as so updated by that Confirmation. The Firm will have no liability to you or any other Person for any Confirmations or Statements you have been deemed to have accepted, even if such Confirmations or Statements contain omissions or inaccuracies, or reflect fraudulent transactions or transactions carried out without due authority.
9.11 Access to Confirmations. You may access previously issued Confirmations through your Account on the Website.
9.12 Parties to Trades. All Trades made by you through the Services are between you and the Firm.
9.13 Trades Irreversible. Except as provided in Section 20, all Trades are irreversible.
9.14 Disclosure of Trades. The Firm may (and could be legally required to) disclose your trading history to applicable governmental authorities. You shall cooperate with all such disclosures. Additionally, you acknowledge that you may be legally required to disclose your trading history and other information to governmental authorities and if so required, you shall do so in a timely manner. You are solely responsible for determining your responsibilities with such disclosures.
9.15 Placing Orders By the Firm’s API. You may submit API Orders only if you have been authorised to do so in writing by the Firm. To apply for such authorisation, you must submit to us an application for API Credentials in the form approved by us from time to time. Such authorisation may be made conditional upon you entering into Additional Terms in the form approved by us. Your access and use of the Firm’s API is governed by the Firm’s API Terms of Service and by accessing or using the Firm’s API you confirm your acceptance of the Firm’s API Terms of Service.
10. NET SETTLEMENT TRADING
This Article 10 applies only if the Firm has agreed to provide you with Net Settlement Trading.
10.1 If on any calendar day (using time in Dubai, United Arab Emirates), amounts are owed by the Firm to you and by you to the Firm in respect of Trades, then where those amounts are in the same type of Fund, the amounts owed may be set off against each other and only the net amount owed on that calendar day will be payable by the Party who has the remaining balance after the amounts have been set off against each other.
10.2 If you have more than one open Order, the Firm may aggregate the amounts owed on any Settlement Date (even if the amounts may be due on other Settlement Dates) with the result that only the net amount owing will be due payable by the party who owes the larger amount, and such payment shall be made no later than the latest Settlement Date applicable to such Orders.
10.3 The Firm has sole discretion to set limits on the number or size of Trades you may complete before requiring settlement of such Trades under Sections 10.1 or 10.2.
11. FEES AND PAYMENT TERMS.
11.1 Corrections. Any prices stated or advertisements given by the Firm will be valid for the period stated on the statement or advertisement, except that the Firm reserves the right to reject any Order for any reason, including for typographical errors, illustrative errors, or a misprint in the price statement or advertisement. In the event of a pricing mistake, we will not be bound by the incorrect price.
11.2 Fees Payment Obligation. You shall promptly pay all commissions, processing, transaction fees, and other amounts charged by the Firm (collectively, “Fees”), plus all applicable taxes, in connection with your Trades or otherwise in connection with your use of the Services. Where the Firm charges Fees to your Customers in connection with their Trades or other uses of the Services, you shall cause those Customers to promptly pay such Fees to us and you will be responsible for their non-payment.
11.3 Taxes. All Fees and other amounts payable by you or our Customers under this Agreement are exclusive of taxes and similar assessments. You are responsible for all harmonised sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax (VAT), use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, state, Emirate, territorial, freezone or local governmental entity on any amounts payable by you here under, other than any taxes imposed on the Firm’s income. Similarly, your Customers are responsible for all harmonised sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax (VAT), use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial, state, territorial, Emirate, freezone or local governmental entity on any amounts payable by your Customers here under, other than any taxes imposed on the Firm’s income.
11.4 Trading Fees. Each Trade is subject to a Fee.
(a) For Trades executed by Chat Orders, we may include Fees in price or rate for the purchase or sale of Virtual Assets stated in our Quote.
(b) For Trades executed by Website Orders, applicable Fees will be set out in the Fee Schedule attached to the Registration Form or posted on the Website. Fees for Trades completed through the Website will not be displayed prior to completion of the Trade but will be viewable in the trade summary table.
(c) For Trades executed by API Orders, applicable Fees will be disclosed through the Firm’s API prior to our acceptance of the Order.
11.5 Change in Fees. The Firm may change the Fees at any time, may update the Fee Schedule, and may impose additional fees or charges as we determine appropriate. Such changes will become 30 calendar days after publication.
11.6 Payment of Fees. The Firm may deduct Funds from your Account and apply them towards any amounts owed by you to the Firm. The Firm may also deduct: (a) amounts owed by you to the Firm from the proceeds of your Trades before delivering the net proceeds to you; and (b) amounts by a Customer from the proceeds of that Customer’s Trades before delivery the net proceeds to you.
11.7 Late Payments. If you fail to make any payment when due, without limiting our other rights and remedies: (a) The Firm may charge interest on the past due amount at the rate of eighteen percent per annum calculated daily and compounded monthly(effective rate of 19.5618% per annum) or, if lower, the highest rate permitted under applicable Law; (b) you shall reimburse the Firm for all reasonable costs incurred by the Firm in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (c) The Firm may suspend, in accordance with Section 2.7, Client’s and all Authorised Users’ or Customer’s access to any portion or all of the Services until such amounts are paid in full.
11.8 Deposits and Withdrawals. We may charge Fees on your Fiat deposits or withdrawals. These Fees will be communicated to you by us before we process your deposit or withdrawal.
11.9 Payment Method. When you provide a payment method that is accepted by us, you represent and warrant that you are authorised to use such payment method and that you authorise us (or our third-party payment processor) to charge your payment method for all applicable Fees.
11.10 Sales Final. Except as otherwise provided in the Agreement, or as is required by Law, all Fees paid by you to us are non-refundable and non-returnable, including, with respect to any Trades. Subject to (a) the terms applicable to your selected payment processing method, and (b) applicable Law; you are solely responsible for any unauthorised, fraudulent, or erroneous transactions related to your use of the Services or any use of the Services through your Account.
11.11 Prices. Prices on our Services are expressed in United Arab Emirates Dirhams (AED) unless otherwise noted. If the product or service sold has additional terms and conditions, those additional terms and conditions will be provided by us to you prior to the sale. You acknowledge that prices we charge for Trades may not necessarily match prices available elsewhere. Situations may arise where the Services are unable to display prices for Virtual Assets.
11.12 Promotional Offers. At our discretion, we may make available certain products or services at a discount or for free for a trial period (“Promotions”). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated the terms applicable to the Promotion, we may charge you the full price for the product or service that was otherwise subject to the Promotion.
11.13 Reimbursable Expenses. You will reimburse us for all costs and expenses (including legal costs) we incur in connection with preserving or enforcing our rights under the Agreement, including, costs and expenses incurred pursuing insurers or rights of indemnity.
12. TAX
12.1 Tax. Purchasing and selling Virtual Assets, and using Virtual Assets to make or receive payment, may result in taxes being owed by you (for example, income tax, excise tax, sales tax, value added tax or capital gains taxes). Calculation of these taxes can be complicated. You are solely responsible for calculating, reporting, and paying all applicable taxes, and any other duties or charges of any kind imposed by any governmental authority, as a result of your purchase, sale, or use of any Virtual Assets. Any tools provided through the Services to assist you with the calculation and reporting of taxes are provided “as-is” “as available” and with all faults, solely a convenience to you, and without any representation or warranty that such tools will be accurate or meet your or any other Person’s needs.
12.2 Statutory Withholdings and Deductions. If you are required by applicable Law to deduct or withhold any amount from any payments to the Firm:
i) then such payment to the Firm will be increased by an amount such that, after making such required deductions or withholdings, the net amount of the payment will be equal to the amount the Firm would have received had the deduction or withholding not occurred; and
(ii) you shall comply with all applicable Laws with respect to such deduction or withholding, and if such compliance requires maying payment to any governmental authority of the amounts deducted or withheld, you shall promptly provide us with original or certified copies of records evidencing such payment.
12.3 Indemnity for Tax and Other Related Obligations. You are solely responsible for all statutorily required withholdings, registrations, deductions, remittances, payments, filings, and reports related to your Trades and Virtual Assets and shall indemnify and defend the Firm and the Firm’s Associates from and against any order, penalty, interest, taxes, damages, or contributions that may be assessed against the Firm or the Firm’s Associates as a result of your failure of or delay to make any such withholdings, registrations, deductions, remittances, payments, filings, or reports.
12.4 No Gross-up. If the Firm is required by applicable Law to deduct or withhold any amounts from any payment to you, the Firm will have no obligation to gross-up such payment to you or otherwise make you whole or compensate you for such deductions or withholdings.
12.5 Governmental Investigations and Demands. The Firm may cooperate with the investigations of any governmental authorities concerning your activities on and through the Services, including Trades, and is under no obligation to challenge or refuse any request for information made by any governmental authority in connection with any such investigation.
13. DEDUCTION AND SET-OFF FOR INDEBTEDNESS AND OTHER LIABILITIES
13.1 Deduction for Indebtedness. Notwithstanding anything to the contrary in this Agreement, if you owe any amounts to the Firm, we may deduct Funds from your Account and apply them towards your indebtedness to us. If the type of Funds deducted from your Account differ from the currency of your indebtedness, the exchange rate used for calculating the balance of your indebtedness after the deducted Fund shave been applied towards such indebtedness will be the exchange rate used by the Firm in the most recent prior Trade exchanging such type of Fund for the currency of your indebtedness; except that if no such Trade has occurred within the 24-hour period prior to such deduction of Funds by the Firm, then the exchange rate that will be used will be the day’s opening rate posted on https://www.centralbank.ae/en/forex-eibor/exchange-rates/ for the date upon which we deduct the Funds.
13.2 Set-Off for Other Liabilities. Notwithstanding anything to the contrary in this Agreement, the Firm may, without notice to you, set off or recoup any liability it owes to you against any liability for which the Firm determines in good faith you are liable to us, whether either liability is matured or unmatured, is liquidated or unliquidated, or arises under this Agreement.
14. RIGHT TO OFF SET
14.1 If you have a negative Fiat balance in your Account, The Firm may offset such negative balance by selling the applicable amount of Virtual Assets from your Account at such price as the Firm may determine. Similarly, if you have a negative Virtual Asset balance in your Account, we may offset such negative balance by using your Fiat balance or your Virtual Asset balance in a different currency to purchase the applicable amount of Virtual Assets at such price as we may determine.
15. UNCLAIMED PROPERTY
15.1 If the Firm is unable to contact you and your current location is unknown, your Account and any Funds held in your Account could become unclaimed property under applicable Laws. In such an event, the Firm will be required to deal with such unclaimed property in accordance with applicable Law, which might involve reporting your Account and Funds as unclaimed property and delivering the unclaimed property to the applicable authorities. In certain circumstances provided by applicable Law, we may become the owner of the unclaimed property. The Firm may charge an administrative fee for holding unclaimed property and may deduct the charged amount from the unclaimed property.
To contact the Firm regarding unclaimed property, please send a letter to:
Aquanow ME FZE
Attn: Unclaimed Property
Level 5, The Offices - Building 3,
One Central, Dubai World Trade Centre, UAE
Your letter must include your full name, current address, phone number, email address, and your Account number.
16. FROZEN FUNDS AND DELAYED TRANSFERS
16.1 Notwithstanding anything to the contrary in this Agreement, the Firm may freeze Funds in your Account and refuse to transfer Funds out of your Account if:
(a) The Firm, acting reasonably, determines that doing so:
(i) is likely necessary or prudent to: (1) comply with applicable Law; or (2) preserve or protect the Firm’s legal rights or remedies; or
(ii) would likely assist with an investigation by the Firm or any governmental authority;
(b) you have breached this Agreement; or
(c) you have any unsatisfied debts, obligations, or liabilities to the Firm.
17. ABUSIVE ACTIONS & MARKET ABUSE
17.1 Abusive Actions. Situations, such as internet connectivity issues, latency, or other technical errors, may arise that could cause prices displayed on the Services to not accurately state current market rates. You shall not take advantage of these situations or other errors, bugs, or malfunctions of the Services, or otherwise take any abusive or manipulative trading actions that would provide you with undue commercial advantage or would otherwise not be in good faith. If the Firm, acting reasonably, determines that you have breached this Section 17.1, we may: (a) reverse your Trades that are related to such breach in the manner provided in Section 20; (b) cancel any unfilled Order that is related to such breach; or (c) suspend or close your Account.
17.2 Market Abuse.
(a) When the Firm executes Trades, we may obtain liquidity from third-party exchanges or other Persons. Consequently, your Trades may affect market conditions for the Virtual Assets underlying your Trades and therefore could create the conditions for market abuse. You shall not deliberately engage in any Trades that are reasonably likely to cause market abuse.
(b) So as to prevent market abuse, you agree that:
(i) You shall not place Orders if the likely result of such Order would be you, or any other Persons you act together with, having an interest in the price of the Virtual Assets that underly the Trade being greater than the amount of a declarable interest in the Virtual Assets.
(ii) You shall not place any Orders for the purpose of manipulating prices the Firm provides to other clients of the Firm.
17.3 No Unlawful Trades. You shall not place any Orders or execute any Trades that would violate applicable law, including laws prohibiting market abuse, manipulation, or misconduct, or insider trading.
17.4 Remedies. If the Firm has determined that you breached this Section 17, we may:
(a) complete the Orders related to the breach; or
(b) cancel your Orders related to the breach.
18. REFERRING PARTNERS AND SERVICE PROVIDERS
18.1. The Firm disclaims all responsibility and liability in respect of the Referring Parties and Services Providers. Without limiting the generality of the forgoing:
(a) The Firm has no responsibility in respect of any agreements you may enter with Referring Parties and Service Providers;
(b) All statements, information, advice, and opinions provided by Referring Parties or Service Providers are solely given by, and solely the responsibility of, the Referring Party or the Service Provider (as applicable) who gave such statement, information, advice, or opinion. The Firm has no responsibility or liability for such statements, information, advice, or opinions.
(c) Use of a Referring Party or a Service Provider by the Firm does not constitute an endorsement of such Referring Party or Service Provider by us.
(d) You are solely responsible for evaluating Referring Parties or Service Providers before engaging them to provide you with services.
18.2. Your use of a Referring Party or a Service Provider might be governed by the terms and conditions and privacy policy of a third-party. You are solely responsible for reviewing, understanding, and complying with such terms and conditions and privacy policy. You acknowledge that by engaging a Referring Party or a Service Provider, the Referring Party or Service Provider might gain access to your confidential information and other Personal Information. The Firm has no responsibility or liability for how such information is handled by Referring Parties or Service Providers.
18.3. You acknowledge that Referring Parties and Service providers might not be regulated or licensed by governmental authorities.
18.4. Referring Parties and Service Providers are not authorised to make representations, warranties, or guarantees on behalf of the Firm, nor are they authorised to bind the Firm in any manner. If a Referring Party or a Service Provider has made any representation, warranty, or guarantee to you on behalf of the Firm or in respect of the Services, or if a Referring Party or Service Provider has otherwise alleged to bind the Firm in any way, such representation, warranty, guarantee, or commitment is null and void and the Firm is not in any way bound by the actions of the Referring Party or Service Provider.
18.5 You acknowledge that the Firm may receive compensation from Referring Parties or Service Providers, and that the Firm may pay Referring Parties or Service Providers fees or commissions, in connection with your Trades. For example, but without limiting the foregoing, Referring Parties or Service Provider may be compensated by the Firm for introducing you to us or in respect of your trading activity. The Firm may disclose your information to the Referring Party or Service Provider as is necessary to allow the Referring Party or Service Provider to independently calculate all amounts owed to the Referring Party or Service Provider by us.
18.6. Referring Parties and Services Providers are not employees or agents of the Firm.
18.7. Use of a Referring Party or Service Provider may result in the Firm charging you additional Fees. We may deduct those Fees from your Account or the proceeds of your Trades. For example, but without limiting the foregoing, such Fees may result from a mark-up above the normal spread for Trades. You acknowledge that your net profit from Trades may not be sufficient to offset such Fees. You are solely responsible for evaluating the commercial viability of your Orders in light of the Fees that may be charged in respect of your Trades. The Firm has no responsibility or liability to you with respect to the fees or commissions that are paid to Referring Parties or Service Providers in respect of your Trades.
19. REMEDY OF OBVIOUS ERRORS
19.1. Determination. The Firm has sole authority, acting reasonably, to determine whether a situation constitutes an Obvious Error. When making such a determination, the Firm may rely on any information available to it, including information concerning market conditions at the relevant time, news releases, expert advice, public or private retractions or corrections made by third-parties, identification of errors in information sources or miscommunications, identification of significant deviations in pricing from fair market pricing at the relevant time, debug information, and source code examination. The Firm will act in good faith when making determinations as to the existence of Obvious Errors; however, in making such determinations, the Firm is not required to consider Losses the Client might have incurred as a result of the situation under assessment by the Firm with respect to whether such situation is in fact an Obvious Error.
19.2. Remedies. If the Firm has determined the existence of an Obvious Error, the Firm may (but is not obligated to):
(a) if the Obvious Error relates to an unexecuted Order, amend the Order such that its terms reflect what the Firm determines would have been the correct or fair terms had the Obvious Error not occurred, subject to written approval by you. If you do not promptly approve our proposed amendment to the Order, we may cancel the Order.
(b) if the Obvious Error relates to a completed Trade, the Firm may, without notice to you, reverse the Trade in the manner provided in Section 20.
19.3. No Liability for Obvious Errors. The Firm has no liability to you or any other Person for any Losses you or any other Person incur as a result of or arising out of an Obvious Error or any act taken or not taken by us pursuant to Section 19.2, including the Firm requiring completion of an Order despite the existence of an Obvious Error, except where such Obvious Error occurred due to the Firm’s fraud. To the extent any trust relationship exists between you and the Firm, you agree that a reversal of a Trade by us pursuant to Section 20 will not constitute a breach of trust by the Firm.
19.4. Erroneously Credited Funds Held in Trust. Without limiting Section 19.2 or 20, if the Firm erroneously transfers or credits Funds to your Account (whether or not such error is an Obvious Error), you shall hold such Funds in trust for the benefit of the Firm and you agree: (a) to promptly return those Funds to the Firm upon its request; and (b) that the Firm is authorised to deduct those Funds from your Account.
20. REVERSED TRADES
20.1. Notwithstanding anything to the contrary in this Agreement, if the condition for Trade reversal described in either of Section 17.1 or Section 19.2(b) has been satisfied (as determined by the Firm), we may reverse the applicable Trade by deducting Funds from your Account in an amount equal to the amount of proceeds you received from such Trade and depositing in your Account a refund of the purchase price you paid in connection with such Trade. If your Account has insufficient Funds to reverse the Trade in whole, we may reverse the Trade in part by deducting the available Funds in your Account and you shall promptly transfer to us any remaining amount necessary to complete the full reversal of the Trade. Similarly, if you have no Funds available in your Account, we may require you to reverse the Trade using other funds. If your Account lacks sufficient Funds in the currency of the proceeds of the Trade subject to reversal, we may deduct Funds from your Account in such other currencies as may be available using the day’s opening exchange rate for the relevant currencies as provided by the UAE Central Bank for the date (in Dubai, UAE, Gulf Standard Time) on which the Trade occurred for the purposes of determining the correct amount of Funds to deduct from your Account. For clarity, the Firm does not require your consent to reverse a Trade pursuant to this Section 20.1.
20.2. The Firm has no liability to you or any other Person for any Losses you or any other Person incur as a result of or arising out of a Trade reversal executed by us in accordance with Section 21.1.
21. TERM, TERMINATION, AND SUSPENSION
21.1. Term. This Agreement commences on the date you accept this Agreement (as described in the introduction of this Agreement) and continues until terminated in accordance with its terms (the “Term”). The terms of specific Services may begin and end on the dates communicated to Client by the Firm or as otherwise specified in Additional Terms.
21.2. Termination. In addition to any other express termination rights set forth in this Agreement:
(a) The Firm may terminate this Agreement for any reason and at any time by providing 30 calendar days’ notice to you. Upon providing such notice, we may refuse to accept any additional Orders or deposits of Funds;
(b) The Firm may terminate this Agreement effective immediately upon notice to you if: (i) we determine doing so is necessary or prudent to comply with applicable Law; (ii) you breach this Agreement; or (iii) you breach any other agreement to which you and the Firm are parties.
(c) You may terminate this Agreement by closing your Account in accordance with Section 2.8 and such termination will become effective at the time your Account is confirmed closed by us; and
(d) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business
21.3. Effect of Termination. Upon the termination of this Agreement:
(a) you shall immediately discontinue use of the Services and the Firm’s Materials;
(b) each party shall return to the other Party or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information and permanently erase all of the other Party’s Confidential Information from its computer systems, except for information required to be retained by applicable Law, information contained in any directors resolutions, in any document subject to solicitor-client privilege, or information contained in any party’s disaster recovery back-up files which shall be deleted by such party upon the normal expiration of such files. Such retained files will continue to be subject to confidentiality and non-use obligations set out in this Agreement;
(c) all rights, licenses, consents, and authorizations granted by the Firm to you will immediately terminate;
(d) without limiting Section 21.2(c), you shall immediately cease using the Firm’s API;
(e) you shall immediately require your Authorised Users and Customers to cease accessing or using the Services through your Authorised Applications;
(f) you shall immediately pay to the Firm any outstanding Fees and other amounts owed to the Firm;
(g) all open unfulfilled Orders will be cancelled;
(h) We may delete your Client Data and Account Data (but we are under no obligation to do so, except as required by Law); and
(i) Subject to Section 16, the Firm will transfer any Fiat balance in your Account to your External Account and any Virtual Asset balance in your Account to your External Wallet, less any amounts owed by you to the Firm. If at the relevant time you do not have an External Account or External Wallet linked to your Account, we will have no obligation under this Section 21.3 (i) to transfer Funds from your Account to you until you have provided delivery instructions to us in form reasonably satisfactory to the Firm.
No termination of this Agreement will affect your obligation to pay all Fees that may have become due before such termination, nor will termination of this Agreement entitle you to any refund.
Notwithstanding Section 21.3(b), the Firm may retain and continue to use your Confidential Information, Client Data and Account Data as necessary for the Firm to exercise our rights and perform our obligations under the surviving provisions of this Agreement (as specified in Section 21.4) or appliable Laws.
21.4 Surviving Terms. The following provisions will survive termination of the Agreement: Sections 2.6, 2.8, 2.9, 2.10, 2.11(e), 2.14, 2.15, 2.17, 2.18, 3.10(c), 3.10(d), 4.1, 4.2(a), 4.2(b), 4.2(c), 4.2(d), 4.2(e), 4.2(f)(iv), 4.2(f)(viii), 4.2(h), 4.3, 5, 9.13, 9.14, 11.3, 11.7, 11.10, 11.13, 12.1, 12.3, 12.4, 1.1, 1.1, 15, 16, 18, 19, 20, 21.3, 21.4, 22, 23, 24, 25, 26, 27, 28, 29, 30, and 31. Any warranties you provide under the Agreement, and all other provisions of the Agreement which must survive termination of the Agreement to fulfil their purpose will survive termination of the Agreement.
22. INTELLECTUAL PROPERTY
22.1. Reservation of Rights. All rights, titles, and interests in and to the Services, the Firm’s Materials, and Third-Party Products, including all intellectual property rights therein, are and will remain with the Firm and the respective rights holders in the Third-Party Products. You acknowledge and agree that you have no right, license or authorisation with respect to any of the Services, the Firm’s Materials, or Third-Party Products (including any intellectual property rights therein) except as expressly set forth in Sections 3.1 to 3.3 or the applicable third-party license, in each case subject to Section 3.4 and any other limitations or restrictions set out in this Agreement. All other rights in and to the Services, the Firm’s Materials, and Third-Party Products are expressly reserved by the Firm and the respective third-party licensors.
22.2 Trademarks. CLTS, Aquanow, and related words and logos, as well as the names of other products or service of the Firm, are tradenames, trademarks, or registered trademarks of the Firm. The names of other companies, products or services referred to on the Services may be the trademarks of their respective owners. Any unauthorized use of any of these trade names or trademarks is prohibited.
23.3 Copyrights. All of the Firm’s Materials are Copyright © 2021, Aquanow or its licensors, except as otherwise indicated in writing. All rights reserved.
22.4 Infringing Content. As copyright holders ourselves, we respect copyright holders’ rights and will quickly respond to any claims of copyright infringement reported on the Services. If you find anything on the Services that you believe infringes your copyright or the copyrights of a person you are authorised to represent, please report the alleged infringement to us at legal@aquanow.io.
23. DATA & SECURITY
23.1 Data Backup. The Services do not replace the need for you to independently maintain regular data backups or redundant data archives. THE FIRM HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR CLIENT DATA OR ACCOUNT DATA.
23.2 Risk of Exposure. You recognise and agree that hosting data online involves risks of unauthorised disclosure or exposure and that, in accessing and using the Services, you assume such risks. The Firm offers no representation, warranty, or guarantee that Client Data or Account Data will not be exposed or disclosed through errors or the actions of third parties.
23.3 Data Accuracy. The Firm will have no responsibility or liability for the accuracy of information submitted to the Services by you, including Client Data or Account Data.
23.4 Aggregated & De-Identified Data. Notwithstanding anything to the Contrary in this Agreement, the Firm may use, reproduce, sell, publicise, or otherwise exploit De-Identified Data in any way, in its sole discretion, including without limitation, aggregated with data from other clients of the Firm. As between the Firm and you, all rights, titles, and interests in De-Identified Data, and all intellectual property rights therein, belong to and are retained solely by the Firm. You acknowledge that the Firm may compile De-Identified Data based on Client Data and Account Data input into the Services.
24. CONFIDENTIALITY
24.1 Confidential Information. From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (the “Receiving Party”) non-public or confidential information, including information about the Disclosing Party’s business affairs, products, customers, pricing, discounts or rebates, business operations, plans, confidential intellectual property, trade secrets, third-party confidential information, other sensitive or proprietary information, and any other information that would reasonably be considered non-public, confidential, or proprietary given the nature of the information and the Disclosing Party’s business or operations, whether or not marked “confidential” (collectively, “Confidential Information”). Without limiting the generality of the foregoing, the Fees charged by us, the Fee Schedule, other prices or rates charged by the Firm, Market Data, and the terms of this Agreement are the Firm’s Confidential Information.
The term “Confidential Information” will not include information that, at the time of disclosure:
(a) is, or thereafter becomes, generally available to and known by the public other than as a result of its disclosure, directly or indirectly, in breach of this Section 24 by the Receiving Party or any of its Representatives or Authorised Users (in the case of Client);
(b) is, or thereafter becomes, available to the Receiving Party or its Representatives on a non-confidential basis from a third-party source, on the condition that such source was not prohibited from disclosing such Confidential Information to Receiving Party or its Representatives by a legal, contractual or fiduciary obligation;
(c) was already known by or in the possession of the Receiving Party or its Representatives, as established by documentary evidence, prior to being disclosed by or on behalf of the Disclosing Party;
(d) has been independently developed by the Receiving Party as established by documentary evidence, without reference to or use of, in whole or in part, any of the Receiving Party’s Confidential Information; or
(e) must, or thereafter must, be disclosed under applicable Law.
24.2 Restrictions. The Receiving Party shall, and you shall cause your Authorised Users to:
(a) keep the Confidential Information strictly confidential and protect and safeguard the confidentiality of the Disclosing Party’ Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other to exercise the Receiving Party’s rights or perform its obligations under this Agreement; and
(c) not, without the prior written consent of the Disclosing Party, disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, in exercising its rights or performing its obligations under this Agreement, on the condition that such Representatives are subject to confidentiality and non-use obligations at least as strict as those contained in this Section 24.2.
24.3 Additional Rights. Notwithstanding Section 24.2, the Firm may disclose your Confidential Information to our Affiliates and third-party service providers as necessary to facilitate execution of your Orders.
24.4 Responsibility and Survival. You shall be responsible for any breach of this Section 24 caused by any of your Representatives or Authorised Users.
24.5 Return of Confidential Information. At any time during the Term, at the Firm’s written request, you and your Representatives shall promptly return or destroy all the Firm’s Confidential Information including copies that it has received under this Agreement.
25. REPRESENTATIONS AND WARRANTIES; ADDITIONAL COVENANTS
25.1 Your Representations and Warranties. You represent and warrant that:
(a) if you are a corporation or limited partnership, you are duly organised and validly existing in the jurisdiction of your incorporation or formation;
(b) you have all required power and capacity to enter the Agreement, to grant the rights granted under the Agreement, and to perform your obligations under the Agreement;
(c) your Account Data, and any other information you provide to us, is true, accurate, complete, and current;
(d) you possess a sufficient level of knowledge about Virtual Assets, including their underlying technologies and protocols, to understand their risks and to enable you to make informed and prudent decisions respecting your purchases, sales, and storage of Virtual Assets;
(e) you are not, and none of your Authorised Users are, a Prohibited Person.
25.2 Prohibited Access. If you are unable or unwilling to make any of the representations or warranties in Section 25.1, or if any of your representations and warranties given in Section 25.1 are untrue, you are prohibited from accessing or using the Services.
25.3 Compliance with Laws. You represent and warrant that you are in compliance with, and covenant that you shall comply with, all applicable Laws. Without limiting the generality of the foregoing, you have and shall at all times, at its own expense, obtain and maintain in effect all certifications, credentials, authorisations, permissions, licenses, consents, and permits materially necessary to conduct your business and to perform your obligations under this Agreement.
26. DISCLAIMERS
26.1 THE SERVICES AND THE FIRM’S MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, WITH ALL FAULTS AND DEFECTS AND WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE FIRM, ON ITS OWN BEHALF AND ON BEHALF OF THE FIRM’s ASSOCIATES, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND THE FRM’s MATERIALS, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION, AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE FIRM AND THE FIRM’s ASSOCIATES PROVIDE NO CONDITION, WARRANTY, OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SERVICES OR THE FIRM’S MATERIALS WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
26.2 THE FIRM AND THE FIRMS ASSOCIATES MAKE NO WARRANTIES OR CONDITIONS REGARDING THE QUALITY, RELIABILITY, TIMELINESS OR SECURITY OF THE SERVICES OR THAT THE SERVICES WILLBE UNINTERRUPTED OR ERROR-FREE. THE FIRM AND THE FIRMS ASSOCIATES ASSUME NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE OR ACCESS, OR TO STORE OR ACCESS PROPERLY, EMAIL MESSAGES AND ELECTRONIC FILES. YOU ASSUME THE ENTIRE RISK IN DOWNLOADING OR OTHERWISE ACCESSING ANY DATA, FILES, OR OTHER MATERIALS OBTAINED FROM THIRD PARTIES AS PART OF THE SERVICES, EVEN IF YOU HAVE PAID FOR VIRUS PROTECTION SERVICES.
26.3 ACCESSING, DOWNLOADING, AND USING CONTENT AND MATERIAL FROM THE SERVICES IS DONE AT YOUR OWN RISK. THE FIRM MAKES REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE VIRUS-FREE, BUT THE FIRM DOES NOT AT ANY TIME REPRESENT, WARRANT, OR GUARANTEE THAT SUCH CONTENT OR MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM (INCLUDING MOBILE DEVICE) AND DATA AND YOU ARE RESPONSIBLE AND LIABLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARYAS A RESULT OF THE USE OF THE SERVICES.
26.4 ALL THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY PRODUCTS OR THIRD-PARTY SERVICES.
26.5 No Uptime Guarantee. The Firm does not guarantee 24x7 uptime availability of the Services. Without limiting the foregoing, you acknowledge that the Services will be unavailable during: (a) downtime and scheduled upgrades; and (b) unavailability caused by circumstances beyond the Firm’s reasonable control. Without limiting anything else herein, The Firm has no liability for any downtime or unavailability of the Services.
26.6 NO ADVICE DISCLAIMER. THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED BY THE FIRM OR ITS REPRESENTATIVES TO YOU OR YOUR AUTHORISED USERS OR CUSTOMERS WILL NOT BE DEEMED, NOR WILL THE SERVICES OR SUCH INFORMATION CONSTITUTE, LEGAL, TAX, FINANCIAL, ACCOUNTING, OR INVESTMENT ADVICE. USE OF ANY INFORMATION OR MATERIALS PROVIDED BY THE FIRM OR ITS REPRESENTATIVES IS AT YOUR OWN RISK AND MUST NOT BE INTERPRETED AS PROFESSIONAL ADVICE OR A RECOMMENDATION AS TO ANY COURSE OF ACTION. NEITHER THE FIRM NOR ITS REPRESENTATIVES HAVE CONSIDERED YOUR OR YOUR CUSTOMER’S FINANCIAL CIRCUMSTANCES OR OBJECTIVES, KNOWLEDGE OF VIRTUAL ASSETS OR INVESTING, OR RISK TOLERANCE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING AND SHALL OBTAIN ADVICE FROM QUALIFIED PROFESSIONALS IN YOUR JURISDICTION TO ADVISE YOU ON YOUR RISKS AND NEEDS PRIOR TO USING THE SERVICES OR MAKING ANY TRADES. YOU SHALL NOT, AND SHALL NOT PERMIT YOUR AUTHORISED USERS OR CUSTOMERS TO, ATTEMPT TO OBTAIN PROFESSIONAL ADVICE OF ANY KIND FROM THE FIRM OR ITS REPRESENTATIVES. WE DO NOT PROVIDE MANAGED ACCOUNT SERVICES. WE HAVE NO FIDUCIARY OBLIGATIONS TO YOU OR YOUR CUSTOMERS.
26.7 Regulation Disclaimer. Aquanow ME FZE is regulated as a Virtual Asset Service Provider by VARA. We are not a bank nor a credit union.
26.8 Location Disclaimer. The Services are made available by the Firm from its facilities in the United Arab Emirates. The Firm makes no representations or warranties that the Services are appropriate or available for use in other locations.
26.9 Internet Disclaimer. WITHOUT LIMITING ANYTHING IN THIS ARTICLE 26, YOU ACKNOWLEDGE AND AGREE THAT THE FIRM EXERCISES NO CONTROL OVER, AND HAS NO RESPONSIBILITY FOR, ANY INFORMATION OR CONTENT PASSING THROUGH THE INTERNET OR FOR INTERNET CONNECTIVITY TO THE SERVICES. YOU ACKNOWLEDGE THAT THE INTERNET IS INHERENTLY RISKY, AND YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR YOUR USE OF THE INTERNET AND ACCESS TO AND USE OF THE SERVICES OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL ASSET TRANSACTIONS ONLINE INVOLVE MANY RISKS, INCLUDING THEFT, LOSS, MISDELIVERY, OR IRRETRIEVABILITY OF VIRTUAL ASSETS, OR UNAUTHORISED DISCLOSURE OR EXPOSURE AND THAT, IN ACCESSING AND USING THE SERVICES, YOU ASSUME SUCH RISKS. THE FIRM HAS NO LIABILITY TO YOU OR ANY OTHER PERSON FOR UNAUTHORISED ACCESS TO YOUR CLIENT DATA, ACCOUNT DATA, OR YOUR VIRTUAL ASSETS.
YOU ACKNOWLEDGE THAT INFORMATION STORED OR TRANSFERRED THROUGH THE SERVICES MAY BECOME CORRUPTED, IRRETRIEVABLY LOST, INACCESSIBLE, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING HARDWARE OR SOFTWARE FAILURES, TELECOMMUNICATION OUTAGES OR DEGRADATION, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, FORKS, FORCE MAJEURE EVENTS, HACKING, OR OTHER EVENTS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE THE CONTROL OF THE FIRM.
26.10 Third Party Sites and Content. You understand that the Services may contain or send you links to third party websites, applications, or services not owned or controlled by the Firm (“Third-Party Sites”), and that links to Third-Party Sites may also appear in content available to you through the Services. The Services may also enable interactions between the Services and a Third-Party Site through applications that connect the Services, or your Account on the Services, with a Third-Party Site. Through Third-Party Sites you may be able to access content, products, or services from third parties that the Firm does not control and/or share your User Content with others. YOU ACCESS THIRD-PARTY SITES ENTIRELY AT YOUR OWN RISK, AND THE FIRM WILL HAVE NO LIABILITY FOR YOUR USE OF OR ACCESS TO THIRD-PARTY SITES AND/OR THIRD-PARTY CONTENT, PRODUCTS, OR SERVICES.
26.11 Accuracy of Content and Information. Although we work to provide you with accurate content and information, mistakes sometimes occur and we do not warrant that any content or information made available by us is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. The Firm is under no obligation to correct any inaccurate content or information on the Services or that was otherwise made available by us.
27. INDEMNIFICATION
27.1 Defend & Indemnify. You shall indemnify, defend, and hold harmless the Firm and the Indemnified Associates from and against any and all Losses incurred by us or the Indemnified Associates arising out of or relating to any Action by a third party that arises out of or relates to any (each an “Indemnified Claim”):
(a) Client Data, including any Processing of Client Data by or on behalf of the Firm in accordance with this Agreement;
(b) allegation of facts that, if true, would constitute a breach by you of this Agreement; or
(c) negligence or wilful misconduct or use of the Services in a manner not authorised by this Agreement by Client or any of its Authorised Users or Customers.
27.2 Procedure for Claims. The Firm shall provide prompt notice of any Indemnified Claim and reasonably cooperate with the Client’s defence. The Client will control the defence of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; except: (i) if the Client fails to assume the defence on time to avoid prejudicing the defence, the Firm may defend the Indemnified Claim, without loss of rights pursuant to this Section 27, until the Client assumes the defence; and (ii) the Firm will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate to admit wrongdoing or liability or subject any of them to any ongoing affirmative obligation. Client’s obligations under Section 27.1 will be excused if either of the following materially prejudices the defence: (A) the Firm’s failure to provide prompt notice of the Indemnified Claim; or (B) The Firm’s or Indemnified Associates failure reasonably to cooperate in the defence.
28. LIMITATION OF LIABILITY
28.1 WITHOUT LIMITING SECTION 28.2 OR SECTION 28.3, THE FIRM AND THE FIRM’S ASSOCIATES COLLECTIVE AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE FIRM’S MATERIALS, OR THIS AGREEMENT’S OTHER SUBJECT MATTER (INCLUDING ANY TRADING CONTRACTS BETWEEN THE FIRM AND CLIENT) WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID THE FIRM IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR IF YOU USED THE SERVICES ON A FREE BASIS, THEN THE FIRMS’ AND THE FIRMS ASSOCIATES’ LIABILITY WILL NOT EXCEED $10.00 USD).
28.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE FIRM OR THE FIRM’S ASSOCIATES BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT, THE SERVICES, THE FIRM’S MATERIALS, OR THIS AGREEMENT’S OTHER SUBJECT MATTER (INCLUDING ANY TRADING CONTRACTS BETWEEN THE FIRM AND THE CLIENT), UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA, OR SYSTEM SECURITY; (D) LOSS OF VIRTUAL ASSETS; OR (E) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE FIRM OR THE FIRM’S ASSOCIATES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
THE LAW IN SOME JURISDICTIONS MIGHT NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION OF LIABILITY MIGHT NOT APPLY TO YOU IF YOU LIVE IN SUCH A JURISDICTION AND APPLICABLE LAW IN YOUR JURISDICTION DOES NOT ALLOW THE FIRM TO LIMIT OR EXCLUDE ITS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE FIRM’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
28.3 Excluded Liability. THE FIRM WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY OTHER PERSON FOR LOSSES ARISING OUT OF OR RELATED TO: (1) EVENTS OUTSIDE OF THE CONTROL OF THE FIRM, SUCH AS FAILURE OR MALFUNCTION OF THE UNDERLYING PROTOCOLS OF VIRTUAL ASSETS, ATTACKS BY MALICIOUS ACTORS, OR FAILURE OR MALFUNCTION OF THIRD-PARTY SERVICES OR EQUIPMENT; OR (2) VIRTUAL ASSETS BEING SENT TO AN INCORRECT WALLET ADDRESS REGARDLESS OF WHETHER OR NOT THE FIRM IS AT FAULT, EXCEPT IN THE CASE OF FRAUD BY US.
28.4 Losses Caused by Legal Compliance. Without limiting the generality of Sections 28.1 and 28.2, the Firm and the Firm’s Associates will not be liable to you or any other Person for any Losses you or any other Person incurs directly or indirectly as a result of or in relation to our efforts to comply with applicable Law (whether or not such efforts are ultimately determined to be legally required).
29. GOVERNING LAW
29.1 Governing Law. The Services and this Agreement are governed by the laws of the Dubai International Financial Centre of the United Arab Emirates, without giving effect to: (a) any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location; or (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods.
30. DISPUTES AND BINDING ARBITRATION
30.1 Arbitration. If the courts in your province, state, country or jurisdiction will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the courts of the Dubai International Financial Centre, United Arab Emirates, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Otherwise, you agree that in the event of any dispute between you and the Firm arising out of or relating to this Agreement, the Services, the Firm’s Materials, or the relationship between the Firm and you, that you and the Firm shall consult and negotiate with each other and, recognising your mutual interests, attempt to reach a solution satisfactory to both you and the Firm. If you and the Firm do not reach settlement within a period of 60 days, then such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by Dubai International Arbitration Centre, in the Dubai International Financial Centre, pursuant to its applicable Rules.
The place of arbitration will be the Dubai International Financial Centre, United Arab Emirates.
There shall be 3 arbitrators, each side to the dispute may appoint one arbitrator, and the third arbitrator shall be jointly appointed by the 2 arbitrators appointed by both sides to the dispute, who shall preside as chairman of the tribunal. In the event that either side to the dispute fail to appoint one arbitrator within thirty (30) days after the Arbitration Notice is given, the Dubai International Arbitration Centre shall select on its behalf. The language of the arbitration will be English.
The existence and content of the arbitration proceedings, including documents submitted by the parties, correspondence to and from the Dubai International Arbitration Centre, correspondence to and from the arbitrator, and orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party (except for professional advisors) without the express written consent from the other party unless: (a) (i) the disclosure to the third party is reasonably required in the context of conducting the arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein; or (b) such disclosure is required by applicable Law.
The parties agree that either party will have a right of appeal with the grounds of appeal to be on a question of law or a question of mixed fact and law. Except for this appeal process, the parties agree that they will not appeal any arbitration decision, or decision of an Appeal Tribunal, to any court.
30.2 Opt-Out. You may opt out of the above arbitration clause. If you opt out, then neither you nor we will be able to require the other to participate in arbitration for the purposes of resolving any dispute, claim or controversy between you and the Firm arising out of or relating to this Agreement, the Services, the Firm’s Materials, or the relationship between the Firm and you. To opt out, you must, within 30 days of accepting this Agreement, deliver to us a clear written statement indicating that you wish to opt out of the arbitration provisions in this Agreement. The statement must contain: (a) your name; (b) your mailing address; (c) your telephone number; (d) your email address; and (e) your Account name (if any). The opt-out statement must be delivered to the following address:
Aquanow ME FZE
The Offices 3, One Central
Dubai World Trade Centre
United Arab Emirates
If you opt out of the arbitration clause in the manner provided above, then you irrevocably agree that the courts of Dubai will have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or related to this Agreement, the Services, the Firm’s Materials, or the relationship between the Firm and you.
30.3. Waiver of Class Action and Jury Trial. Where legally permissible, you hereby agree to waive any right you may have to commence or participate in any class action against the Firm or the Firm’s Associates related to any claim and, where applicable, you also agree to opt out of any class proceedings against the Firm or the Firm’s Associates. Where legally permissible, if a dispute arises between us and you, you hereby waive any right you may have to participate in a trial by jury with respect to that dispute.
31. GENERAL
31.1 Feedback. We welcome any questions, comments or feedback you might have about the Services or the Agreement ("Feedback"). Please refer to the Contact section of our website for our contact information. You should not submit or send to us any patentable ideas or patent applications, advertising or marketing suggestions, know-how, trade secrets, prototypes or any information, written or oral, which you regard as confidential or commercially sensitive or valuable (collectively referred to as “Unwanted Submissions”). While we value your feedback, you agree not to submit any Unwanted Submissions. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You agree we are free to use your Unwanted Submissions as we see fit without any liability owed to you.
31.2 Force Majeure. No delay, failure, or default on the part of the Firm will constitute a breach of this Agreement to the extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire, tsunami, solar flare, electro-magnetic pulse, explosion, other acts of God or of nature; (c) strikes or other labour disputes; (d) national or regional emergency; (e) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, workplace shutdown or staffing restrictions, health order, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) other causes beyond the Firm’s reasonable control.
31.3 No Third-Party Beneficiaries.
(a) Except as set forth in Section 31.3(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person other than the parties to this Agreement and their respective successors and permitted assigns.
(b) The Parties hereby designate each of the Firm’s Associates as third-party beneficiaries of Sections 2.14, 3.10(c), 3.10(d), 4.2(f)(iv), 12.3, 26, 28, and 30.3 having the right to enforce those Sections. The Parties hereby designate each of the Indemnified Associates as third-party beneficiaries of Section 27 having the right to enforce that Section.
31.4 Relationship. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
31.5 No Waiver. The failure of the Firm to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you.
31.6 Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.
31.7 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
31.8 Assignment. We may assign this Agreement in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. This Agreement is personal to you and you may not assign this Agreement nor your rights, interests, or obligations under this Agreement to any Person without our express written consent (which may be arbitrary withheld).
31.9 Cumulative Remedies. All rights and remedies provided in this Agreement for the benefit of the Firm are cumulative and not exclusive, and are in addition to and without prejudice to any other rights or remedies available at law, in equity, by statute or otherwise, and the exercise by us of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, inequity, by statute, in any other agreement between the parties or otherwise.
31.10 Entire Agreement. This Agreement, together with our Privacy Policy, the Firm’s API Terms of Service, Additional Terms (if any), Website Terms of Service, and any other agreement incorporated by reference, constitutes the sole and entire agreement between you and us regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
31.11 Language. The parties acknowledge that they have required that the Agreement and all related documents be prepared in English.
31.12 Endurement. This Agreement will endure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs, and permitted assigns.
31.13 Equitable Relief. You hereby acknowledge and agree that any breach by you of this Agreement would result in harm to the Firm, and that the Firm could not be adequately compensated for such harm by a monetary award. Accordingly, you hereby agree that in the event of any such breach, in addition to all other remedies available to the Firm at law or equity, the Firm will be entitled as a matter of right, and without posting bond or proving damages, to, notwithstanding Section 30, apply to any court of competent jurisdiction for such equitable relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by you with this Agreement.
31.14 Notice. We may give you notice by text to your mobile device or by other electronic communication to you Electronic Address registered to your Account, by mail at your last known mailing address, by electronic communication through our Services’ instant message chat functionality, by electronic communication through the Firm’s API, or by posting the notice on our Website. Such notices from us to you include communications, agreements, documents, invoices, receipts, disclosures, and other notices (including legal notices). You are responsible for printing or otherwise saving all such notices. Except for notices for your Orders and except as otherwise stated herein, you may give us notice only by letter at:
Aquanow ME FZE
The Offices 3, One Central, Dubai World Trade Centre
Dubai, United Arab Emirates
and such notice from you will be deemed received upon receipt by us. All legal notices sent by you must be delivered by personal delivery, nationally recognised overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid).
Schedule of Orders
This Schedule of Orders forms part of the Client Agreement.
Supported Orders. The Services support the following types of Orders:
1. Smart Order Router (SOR).
(a) When processing an SOR Order (“SOR Orders”), the Firm will seek to obtain the best available purchase or sale outcome for the Client, subject to the limit price. The Firm has sole discretion to determine whether the Firm adequately sought the best available outcome.
(b) Without limiting the Firm’s discretion in the previous paragraph, factors we may consider when seeking the best available outcome for an SOR Order include:
(i) Price;
(ii) Cost;
(iii) Execution and settlement speed;
(iv) Likelihood of execution and settlement;
(v) Trading volume;
(vi) Liquidity / BBO depth;
(vii) Size of trade execution; and
(viii) Any other factors the Firm determines to be relevant to the trade execution and the nature of the transaction.
1.2 Request for Quote (RFQ). Request for Quote Orders (“RFQ Orders”) will be processed in the following manner (in descending order):
(a) Using one of the Order Channels, you submit to the Firm a request to receive a quote for an Order. Such request must describe the amount of Virtual Assets you would like to purchase or sell through the Services.
(b) Once the Firm receives that request, we may provide you with a price quote (“Quote”) setting out the amount and type of Virtual Assets you intend to buy or sell, the purchase or sale price for those Virtual Assets and the time at which the Quote will expire (the “Expiry Time”). The Quote might also include Fees applicable to your Order, but the failure to disclose Fees in the Quote does not mean that no Fees are applicable to your order. We may revoke the Quote any time before we accept your Order. We are under no obligation to reply to your request with a Quote or otherwise.
(c) After we provide you with a Quote, you may confirm or cancel your Order at any time before the Expiry Time. Your confirmed Order will be deemed to be identical to the Quote regardless of your inclusion of any additional terms or conditions and any such additional terms or conditions will be deemed void. If you confirm your Order, you are bound to complete your Order in accordance with the Quote unless we reject your Order.
(d) After you confirm your Order, the Firm will at its election (in its sole and arbitrary discretion) accept or reject your Order. If we accept your Order, we will confirm acceptance of your Order by sending you a written acceptance confirmation. We may choose not to process an Order, even after we send you a confirmation message confirming your Order. Except as provided in Section 9.8 of the Agreement, we will not accept your Order until you have deposited sufficient Funds in your Account to pay for your Order in accordance with the Quote. If you do not have sufficient Funds deposited in your Account for your Order before the Expiry Time, the Quote will expire and your Order will be deemed cancelled.
1.3. Market Orders.
(a) A Market Order is an Order to buy or sell a specified quantity of Virtual Assets at the best price in the current market available to the Firm as determined by the Firm in its sole discretion (“Market Orders”).
(b) Other terms and conditions applicable to Market Orders:
(i) The price paid or received by you for a Market Order may differ from the last price quoted before the Market Order was placed. Market Orders might execute at various prices.
(ii) If the Firm has other pending orders with you or other clients that were placed before you placed your Market Order, the processing of your Market Order might be delayed.
(c) You acknowledge that Market Orders may execute at prices less favourable than the price for the most recent trade.
1.4. Time Weighted Average Price (TWAP).
(a) A Time Weighted Average Price (“TWAP Order”) will execute an Order at a target time weighted average price by breaking the Order into multiple smaller Orders executed at a frequency selected by us over a specified period of time specified by the Client.
(b) Unless a limit is set by the Client, TWAP Orders will be treated as Market Orders.
(c) TWAP Orders might not execute or might execute only partially during the specified time period. Consequently, execution of TWAP Orders is not guaranteed.
(d) Any unexecuted portion of the TWAP Order will be cancelled upon the expiration of the specified time period.
1.5. Sniper. A Sniper Order (“Sniper Order”) (also known as a limit order) is an Order to buy a specified quantity of Virtual Assets at a price no greater than your specified maximum price or to sell a specified quantity of Virtual Assets at a price no less than your specified minimum price. Sniper Orders will execute only at your specified price or a price more favourable to you.
1.6. Autopilot. An Autopilot Order (“Autopilot Order”) is an Order where the Client deposits Virtual Assets to a Wallet Address specified by us. Upon receiving a sufficient number of confirmations (as determined by the Firm in its sole discretion) on the applicable blockchain following the deposit, we will liquidate the deposited Virtual Assets as soon as practicable at the then market prices. The firm has sole discretion to determine when Funds deposited for an Autopilot Order become eligible for liquidation in connection with an Autopilot Order.