Using the Services or purchasing, selling, holding or investing in the Products involves significant risks (including but not limited to loss of the Digital Assets, substantial decrease in or loss of the entire value of the Digital Assets, inability to trade, access or transfer the Digital Assets or to receive the benefits related to holders of the Digital Assets, unauthorised access or erroneous transfers, and legal, regulatory and tax risks) and is not suitable for everyone. Before doing so, you should ensure you fully understand the risks and nature of the relevant Services/Products and undertake your own independent review on whether the relevant Services/Products are suitable for you in light of your own financial situation, investment experience, investment objectives and risk appetite. If you have any question about the Services/Products available on the Site, you should seek professional advice from your own independent financial, legal and/or tax advisers. The risks set out in this Agreement are not comprehensive and do not reflect all of the risks (or other important factors) you should consider before using the Services or trading or acquiring the Products.
You understand and agree that Matrixport is not your broker, intermediary, agent or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities you make using the Services, whether such trades or other decisions or activities take place on the Site or not. You agree that nothing on the Site and no communication from Matrixport shall constitute our investment, financial, trading or other advice to you.
Matrixport’s decision to support or not to support the trading, transfer or storage of any particular Digital Assets through the Services does not indicate Matrixport’s approval or disapproval of the Digital Assets or the integrity, security or operation of the Digital Assets or its underlying technology. Matrixport makes no representation or undertaking on whether any Digital Assets will always be supported by Matrixport and its affiliates or third party service providers and any Digital Assets is subject to de-listing in the sole and absolute discretion of Matrixport. Matrixport also does not own or control the underlying technology which governs the operation of Digital Assets supported on the Site. Any Digital Assets or its underlying technology may change or otherwise cease to operate as expected due to a change made to the underlying technology, including without limitation, a “fork”, a “rollback”, or a “bootstrap” of a Digital Asset or blockchain. It is your responsibility to apprise yourself of any (potential) changes to any Digital Assets or its underlying technology.
There are no deposit protection schemes available to the Services/Products unless you obtain your own third party insurance. You understand and agree that the Digital Assets that you hold with us may be commingled with Digital Assets belonging to other users. You further understand and agree that under no circumstances shall Matrixport and its affiliates be responsible or liable to you or any other person for any Losses arising from or in connection with your use or reliance on any Services/Products or this Agreement.
You agree and confirm that all payments shall be made by you to Matrixport without deduction or withholding for any taxes. In the event that you are required to deduct or withhold any taxes from the amounts payable to Matrixport, you shall (i) remit such tax to the relevant taxing authorities to the extent required by applicable law and (ii) pay an additional amount, so that Matrixport receives the amounts due to it under this Agreement in full, as if there were no withholding or deduction. If Matrixport becomes liable as a result of your failure to withhold taxes in respect of any payment made by you hereunder, then you shall indemnify and hold harmless Matrixport, in respect of all taxes, including interest, penalties and additions to tax, and any expenses associated with such liability.
As used in this Agreement, the following terms shall have the following respective meanings
1.1. “Digital Assets” shall mean any cryptocurrencies, decentralised application tokens and protocol tokens.
1.2. “Laws” shall mean laws and regulations, including without limitation, governmental and regulatory actions, orders, decrees, whether domestic or foreign.
1.3. “Products” / “Services” shall mean the products/services available on the Site. The Company may, at its sole discretion, modify or change the products/services available on the Site from time to time.
2. Account Registration
2.1. You shall register an account (the “Account”) with the Company before using the Services/Products. You agree to provide us with information that is accurate, current and complete at all times. Failure to do so constitutes a breach of this Agreement which may result in suspension or immediate termination of your Account or a Service/Product at the Company’s sole and absolute discretion. You undertake to notify us immediately when any of the information provided by you changes. You agree that you will not register multiple Accounts with the Company, unless a writing consent from the Company is obtained.
2.2. You agree that the Company reserves its right to decline, at our sole and absolute discretion, to open an Account for any person without providing any reason.
2.3. You hereby represent, warrant and undertake to the Company as follows, which representations and warranties will be deemed repeated each time you access your Account or use the Services or purchase, sell or invest in the/Products:
2.3.1. As an individual, you are at least 18 years old and you have the requisite power to form a binding contract and perform your obligations in accordance with this Agreement and the Product Terms (if any) under applicable laws and regulations.
2.3.2. As a legal person or organisation, you have full legal capacity and authorisation to enter into this Agreement and the Product Terms (if any).
2.3.3. Your entry into and performance of your obligations under this Agreement and the Product Terms (if any) do not and will not conflict with any law or regulation applicable to you.
2.3.4. All information in any form provided by you to the Company is accurate, current and complete.
2.3.5. You are not located in, established in, or a citizen or resident of any country or jurisdiction where use of the Services or your purchase, sale, holding of or investment in the Products is restricted or prohibited (please see our list of restricted countries here).
2.3.6. Your use of the Services or your purchase, sale, holding of, or investment in the Products will not negatively affect the Company’s reputation or cause the Company to be subject to any penalties, fines or sanctions, and is not subject to any contractual or other restriction binding on you or any of your assets you use to purchase or invest in the Products.
2.3.7. The Digital Assets you deposit into or use to purchase or invest in the Products are not the direct or indirect proceeds of any criminal or fraudulent activity.
2.3.8. You are using the Services only for your own benefit and you are not using the Services or purchasing, selling, holding or investing in the Products on behalf of or for the benefit of any third party(ies), unless you have obtained prior written consent from us.
2.3.9. You are not subject to any economic sanctions programs administered or enforced by any relevant country or government or international authority, including but not limited to: the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore.
2.3.10. You have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Digital Assets that you decide to acquire or trade, and the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and the risks of any Digital Assets.
2.5. Matrixport is committed to maintaining the security of our Users’ Digital Assets and has implemented industry-standard protection for our Services/Products. However, the actions of the User, other Users and other actors may pose risks. You are solely responsible for the security of your Account you agree and undertake:
2.5.1. to take necessary precautions to ensure the security of your login credentials and other forms of authentication (if applicable);
2.5.2. not to disclose such information to any third party;
2.5.3. to notify Matrixport immediately if you are aware of any unauthorised transactions. You acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement; and
2.5.4. to be fully responsible for all acts or omissions of any third party with access to your Account and any action of such third party shall be considered to be an action authorised by you.
3. Products and Services
3.1. You will be permitted to use the Services upon successful Account registration. You agree that the Company reserves the right at any time and without any notice to limit, modify (including disabling the withdrawal of Digital Assets), suspend or terminate all or part of the Services or to limit your ability to purchase, sell, hold or invest in the Products.
3.2. You agree and understand that you may not use certain Services and/or purchase, sell, hold or invest in certain Products if you do not have sufficient balance (the “Balance”) in your Account.
3.3. You acknowledge and agree that we are a platform developed to provide one-stop blockchain platform related services, and the Services hereunder may be provided by the Company or its affiliates.
You agree to pay the fees (the “Fees”) for the Services/Products in accordance with the applicable fee schedule, if any (the “Fee Schedule”). You agree that the Company shall have the right to adjust the Fees at any time and in its sole and absolute discretion. You authorise the Company to deduct or set-off from your Account any Fees charged to you.
5.1. You shall not use the Site and/or the Services/Products to engage in any activities that violate applicable Laws.
5.2. You shall not use the Site and/or the Services/Products to:
5.2.1. support, incite or participate in any terrorist activities;
5.2.2. participate in any money laundering activities;
5.2.3. violate public interests or the legitimate interests of others, including but not limited to interfering, disrupting or negatively affecting other Users’ use of the Services;
5.2.4. engage in any form of market manipulation which includes any actions taken or procured to be taken, or any course of conduct, by any market participant or a person acting in concert which are intended to or does, or is likely to create a false appearance or deceive or mislead other Users of active trading in any Digital Assets (whether within and/or outside the Site), or with respect to the market for, or the price of, any Digital Assets traded on the Site, artificially control or manipulate the price or trading volume of a Digital Asset, including but not limited to maintaining, inflating, depressing or causing fluctuations in the market price of a Digital Asset, or aid, abet, enable, finance, support, or endorse any of the foregoing; or
5.2.5. participate in any activities that may affect the normal operation of the Services and/or the security of the Site.
5.2.6. You shall not use any method (such as a proxy, Tor, VPN, etc.) to encrypt or block your Internet traffic and/or IP addresses or use other technical services to conceal your identity and/or location.
5.2.7. This Agreement relates to the access and use of the Site and the Services/Products and Matrixport does not transfer the ownership or intellectual property rights in and to the Services/Products. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code, programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services and Products (“Data”) are exclusively owned, controlled, and/or licensed by Matrixport or its affiliates. You shall neither engage in any activities in the name of the Company nor use the information on the Site and/or the Company’s Data without prior written authorisation from the Company.
5.3. You shall not:
5.3.1. modify, reproduce, duplicate, copy, download, store, transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Site and/or the Services/Products, or any portion of the Site and/or the Services/Products without Matrixport’s prior written consent; and/or
5.3.2. use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site and/or the Services/Product or in any way reproduce or circumvent the navigational structure or presentation of the Site and/or the Services/Product to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site and/or the Services/Products, (B) attempt to gain unauthorized access to any portion or feature of the Site and/or the Services/Products or any other systems or networks connected to the Site and/or the Services/Products or to any Matrixport server or to any of the services offered on or through the Site and/or the Services/Products, (C) probe, scan, or test the vulnerability of the Services/Products or any network connected to the Site and/or the Services/Products, (D) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site and/or the Services/Products, (E) take any action that imposes an unreasonable or disproportionately large volume on the infrastructure of Site and/or the Services/Products or other platforms connected to the Site and/or the Services/Products, (F) use any device, software, or routine to interfere with the proper working of the Services/Products or any transaction conducted on the Site and/or the Services/Products, or with any other person’s use of the Site and/or the Services/Products, or (G) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Services/Products.
6.1. The Company does not guarantee that any order will be executed, accepted, recorded or remain open. We may also endeavor to correct, reverse or cancel any order, trade, transfer, or other transaction or activity with respect to which the Company has discovered that there was an error (whether caused by you, the Company or a third party or due to technical issues or otherwise). You hereby authorise the Company to make any such correction, reversal or cancellation at its sole and absolute discretion. Notwithstanding, the Company provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for such error(s) or any correction attempt(s).
6.3. To the fullest extent permitted under applicable law, the Services/Products are offered on an “as is” and “as available” basis, and we expressly disclaim, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, we do not represent or warrant that the Site or the Services/Products are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Without prejudice to the other provisions of this Agreement and the Product Terms (if any), you agree that the Company will not be liable for any Losses arising out of or relating to: (1) any inaccuracy, defect or omission of price data, (2) any error, corruption, loss or delay, interruption, disruption, suspension, cessation or failure in the transmission of such data, (3) any regular or unscheduled maintenance carried out by the Company or any third party service equipment or providers (including third party equipment, software, hardware, internet, internet browsers, online networks, internet and telecommunication or other service providers), (4) any Losses caused by other Users’ or other third parties’ actions, omissions or violation of this Agreement and/or the Product Terms (if any).
6.4. In no event shall the Company and their respective shareholders, directors, officers, employees and agents be liable for any special, incidental, indirect, punitive, consequential Losses (including but not limited to loss of data, profits, revenue, business opportunities) arising out of or in connection with the Site, the Services and/or Products even if the Company has been advised of the possibility of such Losses, except to the extent there is a final and binding judicial determination that such Losses were caused by the Company’s gross negligence, willful misconduct or fraud.
7.1. You acknowledge and agree that the Company shall have the right (but not the obligation) in its sole and absolute discretion and without any notice to limit, modify (including disabling the withdrawal of Digital Assets), suspend or terminate your access to all or part of the Site, the Services (including freezing your Account) or to limit your ability to purchase, sell, hold or invest in the Products if:
7.1.2. we are required to do so to comply with sanctions requirements or where required by a subpoena, court order, or other government order or if the Digital Assets should be attached or distrained or become the subject of any court order or other legal process;
7.1.3. any Account is subject to or related to any threatened or pending litigation, investigation, and/or governmental proceeding;
7.1.4. we suspect that there is any unusual, unauthorised or fraudulent activities or money laundering, terrorist financing or financial crime involved with any Account; and/or
7.1.5. we reasonably believe we need to do so in order to protect our reputation.
You further agree that the Company shall not be liable to you for any Losses caused by our exercise of the above rights.
7.2. You acknowledge and agree that the Company shall have the right at any time without notice to you and without liability or providing any reasons, to refuse to accept any deposit(s) or to limit the amount(s) that may be deposited into your Account, return all or any part of the your Account balance, or to close your Account if:
7.2.2. the information provided by you to us is inaccurate, not current or incomplete;
7.2.3. you use the Site and/or the Services/Products to engage in illegal activities;
7.2.4. any incapacity, bankruptcy, winding-up, judicial management, receivership or other insolvency proceedings are commenced or threatened against you; and/or
7.2.5. the Company determines at its sole and absolute discretion, and without providing any reason, that your Account shall be terminated.
7.3. If you choose to terminate your Account with us, you shall provide the Company with reasonable notice in writing of your intention to terminate the Account.
7.4. The closure of an Account shall not affect any rights and obligations incurred prior to the date of Account closure, including but not limited to your obligations to your counterparties (if any), any Fees, interests, costs (including withdrawal costs and reasonable legal costs) and expenses.
7.5. You agree that the Company shall have the right to deduct or set-off your outstanding liabilities from your Balance before closing your Account.
7.6. The Company may, in our sole and absolute discretion, transfer the Balance to a suspense account (not bearing interest) in the event that your Account shall remain inactive or dormant.
8.2. Force Majeure
The Company shall not be liable for delays or errors occurring by reason of circumstances beyond its reasonable control, including but not limited to restrictions on conversion or transfer of Digital Assets, unavailability of any third party service or system, war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions and governmental, regulatory and administrative actions or delays. In the event of such force majeure, the company shall take commercially reasonable steps to minimise interruptions and loss but shall have no liability caused by or incidental to such force majeure. Upon the occurrence of such event, the obligations of Company are suspended for so long as such event continues.
You agree that the Company’s performance of this Agreement (including acting on any instruction from you) and the Product Terms (if any) is subject to, and shall be performed only in accordance with, the applicable Laws.
8.4 Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in all respects in accordance with the laws of the British Virgin Islands without regard to conflicts of law principles.
8.5. Dispute Resolution
In the event of any dispute arising in connection with this Agreement, such dispute shall be referred to and finally settled on an individual basis in binding arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules for the time being in force. The seat of the arbitration shall be in Singapore and the language of the arbitration shall be English. The arbitration tribunal shall consist of three arbitrators. You agree that the arbitration shall be kept confidential save where disclosure is required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge and award in bona fide legal proceedings.
You shall not assign or transfer any of your rights or obligations under this Agreement and the Product Terms (if any) without prior written consent from the Company. The Company shall be entitled to assign or transfer any or all of its rights and/or obligations under this Agreement and the Product Terms (if any) without prior notice to and without consent from you.
The Company reserves its right to amend, modify and/or change this Agreement, the Product Terms and the Privacy Circular at any time in its sole and absolute discretion and without prior notice to you. Save as otherwise expressly specified, such amendment, modification or change to this Agreement, the Product Terms and/or the Privacy Circular shall take effect once it is published on the Site. It is your responsibility to regularly check the Site for the latest version of this Agreement, the Product Terms and the Privacy Circular before using the Services or transacting in any Products. If you do not accept any changes to this Agreement, the relevant Product Terms and/or the Privacy Circular, you should terminate your Account (by notifying us in accordance with Section 7.3) and terminate your use of all Services.
8.8. Waiver of rights
No delay or omission as to the exercise of any right, remedy or power under this Agreement, the Product Terms (if any) and/or the Privacy Circular constitutes a waiver of that right, remedy or power.
This Agreement and each Product Terms shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.
Should any part of this Agreement be determined to be illegal, invalid or unenforceable, such determination shall not affect the remaining part of this Agreement
The Company shall have the right to keep and use the transaction data and any information related to your Account. You consent to telephonic or electronic monitoring or recordings of any communications for security and quality of service purposes and agree that the Company may produce telegraphic or electronic recordings or other electronic records as evidence in any proceedings brought in connection with this Agreement and the Product Terms
If this Agreement is translated into any other language from English, the English language version shall prevail to the extent of any inconsistency. Any notice given under or in connection with this Agreement shall be in the English language.