{"service":{"name":"Crypto.com","url":"https://crypto.com/exchange/document/tnc","lang":"ENG","sector":"Finance","hq":"Singapur","hq_category":"Other","is_public":"Private","is_paid":"Optionally paid","date":"01.02.2022"},"document":{"title":"","text":" \n \nExchange Terms and \nConditions \nPublished by CRO DAX Limited \n \nLast Update: 1 February 2022 \n \n \nTHIS IS AN IMPORTANT DOCUMENT.  \n \nPLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE REFERENCE.  \n \nThis document contains important information which applies to your dealings with us in relation \nto the Exchange and your Account (both terms as defined in this document). You should read this \ndocument carefully and keep it for future reference. \n \nDifferent terms and conditions may apply in relation to specific services offered by us, or in respect \nof specific transactions. Any such terms and conditions are additional to the terms set out in this \ndocument. \n \nCertain risks relating to the Exchange are described in the Annex to this document. Please ensure \nthat you read and understand the risks described in the Annex. This document does not disclose \nor discuss all of the risks, or other significant aspects, of conducting transactions or of the \ntransactions conducted. You should not construe these or any other statements as legal, tax or \nfinancial advice. \n \nWe are not acting as your financial advisor and you must not regard us as acting in that capacity. \nYou should consult your own independent professional advisors before entering into any \ntransaction and only enter into a transaction if you have fully understood its nature, the contractual \nrelationship into which you are entering, all relevant terms and conditions and the nature and \nextent of your exposure to loss. \n \nThis document and other terms that apply to your activities may change from time to time. You \nshould check our website for the latest terms and additional information before you enter into \nany new transaction. If you have any questions about this document, or in the event of any \nservice difficulties or interruptions, please contact us using the details below or via our website \nat https://crypto.com/exchange/document/tnc. \nCanada Residents. If you are a resident of Canada, the products and services described herein \nthat you access and use are provided by Foris DAX, Inc.  \n\n1 \n \nExchange Terms and Conditions \nContents \n \n \n \n \n \n \nPart 1 About this document and our relationship \n5 \n1 \nDefinitions \n5 \n1.1 \nDefined terms \n5 \n2 \nInterpretation \n14 \n2.1 \nRules of interpretation \n14 \n2.2 \nNext day \n15 \n2.3 \nNext Business Day \n15 \n2.4 \nHeadings \n15 \n2.5 \nInconsistency \n15 \n2.6 \nPronoun usage \n16 \n3 \nAbout this document and our Agreement \n16 \n3.1 \nThe Exchange Terms and Conditions \n16 \n3.2 \nThe Agreement \n16 \n3.3 \nSingle agreement \n16 \n3.4 \nOur relationship: no fiduciary duties or other roles \n16 \n3.5 \nQuestions \n17 \nPart 2 Accounts, Instructions and payments \n18 \n4 \nAccounts \n18 \n4.1 \nApplication \n18 \n4.2 \nEstablishing an Account \n18 \n4.3 \nAccount requirements \n19 \n4.4 \nAccount details and access \n19 \n4.5 \nAccount operations \n19 \n4.6 \nCompletion of Virtual Asset transfers \n20 \n4.7 \nAccount operating authority – Authorised Persons \n20 \n5 \nCustodial arrangements \n21 \n5.1 \nHolding of Virtual Assets \n21 \n5.2 \nBenefits arising for the Virtual Assets \n21 \n6 \nInstructions \n22 \n6.1 \nInstructions generally \n22 \n6.2 \nElectronic Instructions and records \n22 \n6.3 \nGiving and receiving Instructions \n22 \n6.4 \nAcknowledgement of Instructions \n23 \n6.5 \nWhen we may refuse, cancel or reverse Instructions \n23 \n6.6 \nRisks of giving Instructions \n24 \n7 \nPayments, deliveries and other obligations \n24 \n7.1 \nPayment and deliveries \n24 \n7.2 \nWithholding \n25 \n7.3 \nValue added tax \n25 \n7.4 \nIndependent payment obligations \n25 \n7.5 \nRights of netting, set-off and lien \n25 \n\n1 \n \n7.6 \nPayment in other asset \n26 \n7.7 \nVirtual Asset restrictions \n26 \n7.8 \nConversion on judgment debt \n26 \n7.9 \nThird party payments \n27 \n7.10 \nGeneral conditions precedent to payments by us \n27 \n7.11 \nReturn of Virtual Assets \n27 \n8 \nCalculations \n27 \n8.1 \nCalculation agent \n27 \n8.2 \nAdjustments \n28 \n9 \nNetting and set-off \n28 \n9.1 \nNetting \n28 \n9.2 \nSet-off \n28 \n9.3 \nOur other rights \n28 \nPart 3 Exchange \n29 \n10 \nTrading on the Exchange \n29 \n10.1 \nDescription \n29 \n10.2 \nAvailability of the Exchange \n29 \n10.3 \nSubmitting an Order \n29 \n10.4 \nOrders \n30 \n10.5 \nPrice deviation warning \n30 \n10.6 \nLimit Orders \n30 \n10.7 \nMarket Orders \n30 \n10.8 \nAdvanced Orders \n30 \n10.9 \nOrder Matching Engine \n31 \n10.10 \nSelf-Execution prevention \n31 \n10.11 \nTrade Engine \n31 \n10.12 \nOrder minimums and maximums \n31 \n11 \nOrders \n32 \n11.1 \nOrders must be pre-paid \n32 \n11.2 \nYour responsibilities \n32 \n11.3 \nLimits and controls on Orders \n32 \nPart 4 Other key provisions \n33 \n12 \nUse of the Exchange and the Account \n33 \n12.1 \n“As is” basis \n33 \n12.2 \nCompliance \n33 \n12.3 \nMaintaining standards in operating the Account \n33 \n12.4 \nPre-conditions for use of the Exchange \n34 \n12.5 \nWithdrawal or suspension of use of the Exchange \n35 \n13 \nExchange Materials \n35 \n13.1 \nLimitations on use \n35 \n13.2 \nProtection of rights in the Exchange Materials \n35 \n13.3 \nThird party actions \n35 \n14 \nOngoing requirements \n36 \n14.1 \nMaintenance of eligibility \n36 \n14.2 \nCompliance \n36 \n14.3 \nSelf-reporting \n36 \n15 \nPowers of Crypto.com \n36 \n\n1 \n \n15.1 \nPower to revise the Agreement \n36 \n15.2 \nNotice \n36 \n15.3 \nPower regarding transfers and Exchange use \n37 \n15.4 \nPower to cancel, reverse or modify Orders \n37 \n15.5 \nPower to protect market integrity in case of technical fault etc \n37 \n15.6 \nNotification of exercise of power \n38 \n16 \nRole of Crypto.com \n38 \n16.1 \nOur role as agent or principal \n38 \n16.2 \nNo obligation to notify market price movements \n38 \n16.3 \nConflicts of interest \n38 \n16.4 \nServices and activities of Crypto.com \n39 \n16.5 \nUse of third parties \n39 \n16.6 \nAccount Protection Program \n39 \n17 \nPrevention of Market Misconduct \n39 \n17.1 \nProhibition on Market Misconduct \n39 \n17.2 \nProhibited Orders \n39 \n17.3 \nReporting requirement \n40 \n18 \nInformation, representations and warranties \n40 \n18.1 \nInformation \n40 \n18.2 \nRepresentations and warranties \n40 \n18.3 \nRepetition of representations and warranties \n42 \n18.4 \nNotification \n43 \n19 \nIndemnities \n43 \n19.1 \nYour indemnity \n43 \n19.2 \nInterest \n44 \n19.3 \nFurther steps \n44 \n19.4 \nApplication of indemnity \n44 \n20 \nOur liability \n44 \n20.1 \nExclusion and limitation of liability \n44 \n20.2 \nResponsibility for decisions \n46 \n20.3 \nHyperlinked sites \n46 \n20.4 \nCircumstances beyond our control \n46 \n21 \nNetwork events \n46 \n21.1 \nInfrastructure Participant, Network Participant and Network Event \n46 \n21.2 \nCooperation and enquiries \n47 \n21.3 \nStaking \n47 \n21.4 \nNetwork event \n47 \n22 \nFees and Costs \n47 \n22.1 \nPayment of fees and Costs \n47 \n22.2 \nOverdue payments \n48 \n22.3 \nCalculation \n48 \n22.4 \nNo refund \n48 \n22.5 \nCosts on cancellation \n48 \n22.6 \nBenefits with Staking \n48 \n23 \nTermination, suspension and enforcement \n48 \n23.1 \nTermination by either party \n48 \n23.2 \nTermination by us \n48 \n23.3 \nAdditional rights to terminate \n49 \n\n1 \n \n23.4 \nThe Agreement \n49 \n23.5 \nNo effect on rights and liabilities \n50 \n23.6 \nReview of entitlements \n50 \n23.7 \nEnforcement action \n50 \n23.8 \nSuspension \n50 \n23.9 \nPayments and handling of Virtual Assets upon termination \n50 \n24 \nGeneral terms \n51 \n24.1 \nHardware, Trading Tools and other materials \n51 \n24.2 \nPrompt performance \n51 \n24.3 \nWaiver and variation \n51 \n24.4 \nExercise of rights \n51 \n24.5 \nApprovals and consents \n52 \n24.6 \nComplying with a court order \n52 \n24.7 \nConsents \n52 \n24.8 \nIndemnities \n52 \n24.9 \nThird party services \n52 \n24.10 \nAssignment and other dealings \n52 \n24.11 \nCompliance with Law \n52 \n24.12 \nInconsistent laws and severability \n52 \n24.13 \nThird party rights \n53 \n24.14 \nReports \n53 \n24.15 \nConstruction \n53 \n24.16 \nSupervening legislation \n53 \n24.17 \nConfidentiality \n53 \n24.18 \nAnti-money laundering and sanctions \n54 \n24.19 \nComplaints \n54 \n25 \nStatements and records \n54 \n25.1 \nTransaction records \n54 \n25.2 \nReporting mistakes \n54 \n25.3 \nReversals \n55 \n26 \nNotices and communications \n55 \n26.1 \nNotices and electronic delivery \n55 \n26.2 \nDelivery \n55 \n26.3 \nDigital signatures \n55 \n26.4 \nElectronic contracts \n56 \n26.5 \nClient constitutes more than one person \n56 \n26.6 \nRecording of communications \n56 \n26.7 \nRecords \n56 \n26.8 \nGoverning law \n56 \n26.9 \nSubmission to arbitration \n57 \n26.10 \nServing documents \n57 \nAnnex I \nRisk disclosure statement \n58 \nAnnex II \nSub-Account Terms and Conditions \n66 \nAnnex III \nUSD Deposits and USDC Withdrawals \n73 \n\n6 \n \nExchange Terms and Conditions \n \nPart 1 About this document and our relationship \n \n1 \nDefinitions \n1.1 \nDefined terms \nThe following terms have the following meanings, unless the contrary intention appears. \n \nAccount means an account that is established by Crypto.com in your name for the \npurposes of using the Exchange, which is made available through the Website, App \nand/or other means as determined by Crypto.com in its sole discretion. It includes the \nSpot Wallet or any other virtual asset wallet(s) established by Crypto.com to trade \nVirtual Assets or provide specific services under this Agreement. \n \nAdvanced Order means any Order type made available on the Website and/or App \nfrom time to time that is not a Maker Order, Market Order or a Limit Order. \n \nAgreement means the agreement between Crypto.com and you that is made up of the \nfollowing documents: \n \n(a) \nThese Exchange Terms and Conditions. \n \n(b) \nYour Application. \n \n(c) \nAny Confirmations to which you are party. \n \n(d) \nAny document or part of the Website and/or App that sets out the fees and \nCosts that may apply to the Exchange. \n \n(e) \nThe Exchange FAQs. \n \n(f) \nAny Addendum with respect to the suite of services (other than your use of the \nExchange and/or the Account) offered through the Exchange. \n \n(g) \nAny other rules, notifications, guidelines, terms, agreement or other document \ndesignated by us to form part of the Agreement. \n \nAgreed Communication Method means: \n \n(a) \nthe Website; \n \n(b) \nApp; and \n \n(c) \nany other communication method as notified by Crypto.com to you as another \nAgreed Communication Method, or otherwise in writing, as being appropriate \nfor submitting Orders. \n \nAirdrop means a distributed or attempted distribution where an address that holds a \nVirtual Asset receives or is allocated a certain amount of the same or another Virtual \nAsset. \n \nAML/CTF Requirements mean any Applicable Law pertaining to money laundering, \nterrorism financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, \nhumans or wildlife, slavery, proliferation of weapons of mass destruction, or Sanctions. \n \nApp means the mobile application software developed, owned, and made available by \nCrypto.com which allow you to access one or more of the services under this \nAgreement. \n \nApplication means an: \n\n7 \n \n \n(a) \napplication to use the Exchange; and \n(b) \napplication for an Account, \n \nin the form specified by Crypto.com through an Agreed Communication Method. \n \nApplicable Law means any applicable common law, principles of equity, and laws \nmade by a government or relevant authority or judicial body, including regulations, \nrules, decrees, court judgments, office directives, requests, policies, codes, circulars, \nguidelines or other instruments (whether or not having the force of law), and \nconsolidations, amendments, re-enactments or replacements of any of them from time \nto time. \n \nAuthorised Person means any person that you (as a corporate client) authorise (either \nalone or collectively) and Crypto.com approves to act on your behalf in giving \nInstructions, operating your Account or performing any other act in connection with the \nAgreement. \n \nAvailable Jurisdiction means a jurisdiction which is stated here, where the Exchange \nis available for service. \n \nBase Asset means the first Virtual Asset stated in a Trading Pair. \n \nBusiness Day means a day that is not a Saturday, Sunday, other general holiday (as \ndefined in the General Holidays Ordinance (Cap. 149 of the Laws of Hong Kong)), or \nday on which a tropical cyclone No. 8 or above or a \"black\" rainstorm warning is hoisted \nin Hong Kong at any time between 9:00 am and 5:00 pm and, if hoisted before 11:59 \nam on that day, is not lifted before 12:00pm on that day. \n \nConfirmation means a trade confirmation (or similar) relating to an Executed Order. \n \nControl of a person includes the power to directly or indirectly: \n \n(a) \ndetermine the management or policies of the person; \n \n(b) \ncontrol the membership of the board or other governing body of the person; or \n \n(c) \ncontrol the casting of more than one half of the maximum number of votes that \nmay be cast at a general meeting of the person, \n \nregardless of whether the power is in writing or not, enforceable or unenforceable, \nexpressed or implied, formal or informal or arises by means of trusts, agreements, \narrangements, understandings, practices or otherwise. \n \nController of a person means the person that has the power to Control that person. \n \nCosts include costs, fees, charges, disbursements and/or expenses, including those \narising in connection with: \n \n(a) \nVirtual Asset networks or blockchains underlying a Virtual Asset; and \n \n(b) \nengagement of third-party service providers (on a full indemnity basis) including \nlegal advisers, trustees, or any agent, delegate nominee or custodian \nappointed by us. \n \nCounter Asset means the second Virtual Asset stated in a Trading Pair. \n \nCrypto.com means CRO DAX Limited, unless you reside in Canada, in which case \nCrypto.com means Foris DAX, Inc. \n \nCrypto.com Group means Crypto.com and each Crypto.com Group Member. \n \nCrypto.com Group Member means Crypto.com, and any person, entity or company \nthat (directly or indirectly through one or more intermediaries), is in Control of \n\n8 \n \nCrypto.com, is Controlled by Crypto.com, or is under common Control with Crypto.com. \n \nDeceptive Activity occurs where a person, directly or indirectly, in a transaction \ninvolving any Virtual Asset:  \n \n(a) \nemploys any device, scheme or artifice with intent to defraud or deceive; \nor \n \n(b) \nengages in any act, practice or course of business which is fraudulent or \ndeceptive, or would operate as a fraud or deception. \n \nDispute includes any dispute, controversy, difference or claim arising out of or in \nconnection with the Agreement or the subject matter of the Agreement, including any \nquestion concerning its formation, validity, interpretation, performance, breach and \ntermination. \n \nEligible Virtual Asset means a Virtual Asset that: \n \n(a) \nhas not been associated with a wallet address that is or has been blacklisted or \notherwise identified by a Government Agency or relevant authority as being \nrelated to a breach or potential breach of the AML/CTF Requirements or \nFinancial Crime Regulation; \n \n(b) \nis not otherwise associated with suspicious or illicit activities, including the dark \nweb or ransomware cases; or \n \n(c) \nis otherwise available for trading on the Website and/or App, \n \nin each case, as determined by Crypto.com in its sole discretion, having regard to \nApplicable Law, Crypto.com’s internal policies and any other relevant considerations. \n \nEnabled Device means the mobile device or other device successfully registered by \nyou for the use in connection with the App, and services under this Agreement. \n \nEncumbrance means any: \n \n(a) \nsecurity for the payment of money or performance of obligations, including a \nmortgage, charge, lien, pledge, trust, power or title retention or flawed deposit \narrangement; \n \n(b) \nright, interest or arrangement which has the effect of giving another person a \npreference, priority or advantage over creditors including any right of set-off; \n \n(c) \nright that a person (other than the owner) has to remove something from land \n(known as a profit à prendre), easement, public right of way, restrictive or \npositive covenant, lease, or licence to use or occupy; or \n \n(d) \nthird party right or interest or any right arising as a consequence of the \nenforcement of a judgment, \n \nor any agreement to create any of them or allow them to exist. \n \nExchange means the exchange that is operated by Crypto.com in accordance with the \nAgreement. \n \nExchange FAQs means the applicable “Exchange FAQs” published on the Website by \nCrypto.com. \n \nExchange Materials means the Trading Tools, marketing information and other \nmaterials available on or via the Exchange. \n \nExchange Terms and Conditions or Terms means this document. \n \nEvent of Default means any event specified in these Exchange Terms and Conditions \n\n9 \n \nas giving rise to the right of Crypto.com to terminate the Agreement immediately by \nnotice. \n \nExecution means the matching of two Orders, and “Executed” and “Executed \nOrders” are to be interpreted accordingly.  \n \nFalse or Misleading Information Disclosure occurs when a person: \n \n(a) \ndiscloses, circulates or disseminates; \n \n(b) \nauthorises or is concerned in the disclosure, circulation or dissemination of, \ninformation that is likely to: \n(i) \ninduce another person to trade Assets; \n \n(ii) \ninduce the trading of Assets by another person; or \n \n(iii) \nmaintain, increase, reduce or stabilise the price of Assets, \n \nwhere: \n \n(A) \nthe information is false or misleading as to a material fact, or is \nfalse or misleading through the omission of a material fact; \nand \n \n(B) \nthe person knows that, or is reckless or negligent as to \nwhether, the information is false or misleading as to a material \nfact, or is false or misleading through the omission of a \nmaterial fact. \n \nFalse Trading occurs when a person does anything or causes anything, intentionally, \nnegligently or recklessly, that has the effect, or is likely to have the effect of: \n \n(a) \ncreating a false or misleading appearance of active trading in an Asset; or \n \n(b) \ncreating an artificial price, or maintaining the price at a level that is an artificial \nprice, for an Asset. \n \nFiat Currency means any asset that is: \n \n(a) \nlegal tender in a country or territory; and \n \n(b) \ncustomarily used and accepted as a medium of exchange in its country or \nterritory of issue; \n \nin each case as determined by us. \n \nFinancial Crime Regulation means any Applicable Law, internal policy or regulatory \nrequirement pertaining to money laundering, terrorism financing, bribery, corruption, \nTax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, \nproliferation of weapons of mass destruction, or evasion of sanctions. A reference to a \nviolation of Financial Crime Regulation includes any acts or attempts to circumvent or \nviolate any Applicable Laws relating to Financial Crime Regulation. \n \nForce Majeure Event means any event that is beyond our control and prevents us or \ndelays us from performing our obligations under the Agreement, including: acts of God \n(including earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, \ntempest, pandemic, drought or meteor); \n \n(a) \nacts of war and terrorism, declared or undeclared (including invasion, act of a \nforeign enemy, hostilities between nations, civil insurrection or militarily \nusurped power); \n \n\n10 \n \n(b) \ncivil disorder (including any act of a public enemy, sabotage, malicious \ndamage, terrorism or civil unrest); \n \n(c) \nembargoes (including confiscation, nationalisation, requisition, expropriation, \nprohibition, restraint or damage to property by or under the order of any \ngovernment or government authority); \n \n(d) \nnatural disasters; \n \n(e) \nunnatural disasters (including ionising radiation or contamination by \nradioactivity from any nuclear waste or from combustion of nuclear fuel); \n \n(f) \nlabour disputes (including strikes, blockades, lock out or other industrial \ndisputes); \n \n(g) \nfailure in the internet, communications networks and facilities, or other \ninfrastructure, systems, operations or of equipment relevant to the provision or \nuse of the Exchange; \n \n(h) \ndata breaches or data-processing failures; or \n \n(i) \nadoption of or any change in Applicable Law, or the promulgation of or any \nchange in the interpretation in Applicable Law by any relevant Government \nAgency, or the public statement or action by any Government Agency or its \nofficial or representative thereof acting in an official capacity. \n \nFork means changes in operating rules of the underlying protocols of a Virtual Asset \nthat may result in: \n \n(a) \nmore than one version of that Virtual Asset;  \n \n(b) \nmaterial  changes in the value, function, and/or the name of a Virtual Asset and/or \n \n(c) \nCrypto.com holding an amount (which may be an identical amount) of Virtual \nAssets associated with each forked network, \n \nin each case as determined by us in our sole discretion.  \n \nGovernment Agency means any government, semi-governmental, administrative, \nfiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, \nagency or entity. \n \nHKIAC means the Hong Kong International Arbitration Centre. \n \nHong Kong means the Hong Kong Special Administrative Region of the People’s \nRepublic of China. \n \nInfrastructure Participant means trading venues and other financial market \ninfrastructures that facilitate the clearing, settlement, and recording of transactions \nrelating to Virtual Assets. \n \nInside Information means, in relation to an Issuer, specific information that is: \n \n(a) \nabout: \n \n(i) \nthe Issuer; \n \n(ii) \na Controller or Senior Manager of the Issuer; or \n \n(iii) \nthe Virtual Assets of the Issuer; and \n \n(b) \nnot generally known to the persons who are accustomed or would be likely to \ndeal in the Virtual Assets of the Issuer but would if generally known to them be \nlikely to materially affect the value of the Virtual Assets. \n\n11 \n \n \nInsider Dealing occurs when a person who has information which that person knows is \nInside Information in relation to an Issuer: \n \n(a) \ndeals in a Virtual Asset that is issued by that Issuer; \n(b) \ncounsels or procures another person to deal in any Virtual Asset that is issued \nby that Issuer; or \n \n(c) \ndiscloses the Inside Information, directly or indirectly, to another person. \n \nA person is Insolvent if it: \n \n(a) \nmakes a general arrangement or composition with or for the benefit of its \ncreditors; \n \n(b) \ninstitutes or has instituted against it any voluntary or involuntary proceeding \nseeking relief under any insolvency, bankruptcy or other law affecting creditors’ \nrights, or, has a winding-up or liquidation petition presented against it and such \nproceeding or petition: \n \n(i) \nresults in a judgment of insolvency or bankruptcy liquidation of the \nperson or the entry of an order for relief or winding-up or liquidation; or \n \n(ii) \nis not dismissed, discharged, stayed or restrained in each case within \n15 days of the institution or petition (as the case may be); \n \n(d) \nis dissolved other than pursuant to a consolidation, amalgamation or merger; \n \n(e) \nis unable to pay its debts as they become due or admits in writing of its inability \nto pay its debts as they become due; \n \n(f) \nseeks or becomes subject to the appointment of an administrator, liquidator, \nreceiver, trustee or other similar official for it or for all or substantially all of its \nassets; \n \n(g) \ncauses or is subject to any event with respect to it which, under Applicable \nLaw, has an effect analogous to any of the events specified in paragraphs (a) \nto (e); or \n \n(h) \ntakes any action in furtherance of or indicating its consent to any of the events \nspecified in paragraphs (a) to (e). \n \nIssuer means any person that issues a Virtual Asset. For the avoidance of doubt, a \nVirtual Asset is not required to have an Issuer. \n \nInstruction means an instruction from you to Crypto.com in relation to the Exchange, \nyour Account or any services under this Agreement. \n \nJailbroken, as applicable to the device in question: \n \n(a) \nmeans a device that has been freed from the restrictions imposed on it by the \nmobile service provider and/or the phone manufacturer without their approval, \nas applicable; and/or \n \n(b) \nhas the meaning set out in the Exchange FAQs. \n \nLimit Order means an Order that is Executed at the price specified in that Order. \n \nLoss includes any direct, indirect or consequential loss, damage, expense, demand, \nclaims, liabilities, judgments, fines, penalties (whether civil, criminal or other) and \namounts paid or payable in settlement, including, without limitation, all interest, \nassessments and other charges paid or payable in connection with or in respect of any \nof the foregoing and Costs of any kind. \n \n\n12 \n \nMarket Manipulation occurs when a person: \n \n(a) \nenters into or carries out, directly or indirectly, two or more transactions in \nAssets that by themselves or in conjunction with any other transaction \nincrease, or are likely to increase, the price of any Assets, with the \nintention of inducing another person to buy, or to refrain from \nselling, those Assets; \n \n(b) \na person enters into or carries out, directly or indirectly, two or more \ntransactions in Assets that by themselves or in conjunction with any other \ntransaction reduce, or are likely to reduce, the price of any Assets, with the \nintention of inducing another person to sell, or to refrain from buying, those \nAssets; or \n \n(c) \na person enters into or carries out, directly or indirectly, two or more \ntransactions in Assets that by themselves or in conjunction with any other \ntransaction maintain or stabilise, or are likely to maintain or stabilise, the price \nof any Assets, with the intention of inducing another person to trade, or to \nrefrain from trading, those Assets. \n \nMarket Misconduct means: \n \n(a) \nInsider Dealing; \n \n(b) \nFalse Trading; \n \n(c) \nPrice Rigging; \n \n(d) \nProhibited Transaction Disclosure; \n \n(e) \nFalse or Misleading Information Disclosure; \n \n(f) \nMarket Manipulation; or \n \n(g) \nDeceptive Activity, \n \nand includes attempting to engage in, or assisting, counselling or procuring another \nperson to engage in, any of the conduct referred to in paragraphs (a) to (g). \n \nMaker Order means an Order that will not immediately be Executed against another \nOrder upon submission to the Exchange. \n \nMarket Order means an Order that is Executed at the best available price that is \ncurrently available for the relevant Trading Pair on the Exchange. \n \nMFA means multi-factor authentication.    \n \nMis-execution occurs when an Order is Executed otherwise than in accordance with \nthe Order. \n \nNetwork Event in relation to a Virtual Asset means: \n \n(a) \na Fork, Airdrop or other event which results in the generation of new or \nalternate Virtual Assets from an existing Virtual Asset, and which creates rights \nof an existing Virtual Asset holder to receive or otherwise control the newly \ncreated Virtual Assets immediately after the Network Event; or \n \n(b) \nany event in respect of any protocol underlying a Virtual Asset, which is \nexogenous to us, and results in loss of control or ownership of Virtual Assets \nheld by Crypto.com or you, including any consensus by a relevant network \nprotocol to fail to honour or record an Executed Order on the network, or to \nrevert any Executed Order previously honoured or recorded on the network. \n \nNetwork Participant means a person or entity who has the ability to cause the \n\n13 \n \nhappening of a Network Event, including any group of persons or entities acting in \nconcert. \n \nOrder means an Instruction to trade a specified quantity of a Base Asset for a specified \nprice stated in the Counter Asset on the Exchange. \n \nOrder Matching Engine means, collectively, Crypto.com’s systems for Execution. \n \nPrice Rigging occurs when a person enters into or carries out: \n \n(a) \nany transaction of sale or purchase of an Asset that does not involve a change \nin the beneficial ownership of that Asset; or \n \n(b) \nany fictitious or artificial transaction or device, whether intentionally or \nrecklessly, \n \nand the conduct has the effect of maintaining, increasing, reducing, stabilising, or \ncausing fluctuations in the price of a Virtual Asset. \n \nProhibited Transaction means any transaction that involves Market Misconduct. \n \nProhibited Transaction Disclosure occurs when a person: \n \n(a) \ndiscloses; \n \n(b) \ncirculates; \n \n(c) \ndisseminates; \n \n(d) \nauthorises; or \n \n(e) \nis concerned in the disclosure, circulation or dissemination of, \ninformation to the effect that the price of Virtual Assets: \n(i) \nwill be maintained, increased, reduced or stabilised; or \n \n(ii) \nis likely to be maintained, increased, reduced or stabilised, \n \nbecause of a Prohibited Transaction relating to those Virtual Assets, if that person, or \nan associate of that person: \n \n(A) \nhas entered into or carried out, directly or indirectly, a \nProhibited Transaction; or \n \n(B) \nhas received, or expects to receive, directly or indirectly, a \nbenefit as a result of the disclosure, circulation or \ndissemination of the information. \n \nProscribed Address means: \n \n(a) \nany blockchain address that appears in a list of addresses with which dealings \nare proscribed by the United Nations or another Government Agency or \nrelevant authority under Applicable Law, or is part of a group of addresses that \nappears in such a list; and \n \n(b) \nwithout limiting the generality of this definition, an address stated on the United \nStates of America Department of Treasury’s Specially Designated Nationals \nlist. \n \nProscribed Person means a person who appears to Crypto.com to: \n \n(a) \nbe in breach of any AML/CTF Requirements of any jurisdiction; \n \n\n14 \n \n(b) \nappear in a list of persons with whom dealings are proscribed by the United \nNations or another Government Agency or a regulatory authority under \nApplicable Law; or \n \n(c) \nact on behalf, or for the benefit of, any person described in paragraph (a) or (b). \nSanctions means any economic sanctions laws, regulations, embargoes or restrictive \nmeasures imposed by the United Nations Security Council and/or Hong Kong, the \nCayman Islands, the United States of America, the United Kingdom of Great Britain and \nNorthern Ireland, the European Union or its member states, or by any other Available \nJurisdiction. \n \nSelf-Execution means that in respect of any Executed Orders, the same person has \nprovided both the Taker Order and the Maker Orders. \n \nSenior Management of a person means the managing director, the board of directors \nand the chief executive officer, as well as all other personnel who are in a position of \nauthority over that person’s business decisions, or who have significant influence or \ncontrol over that person, and “Senior Manager” is to be interpreted accordingly. \n \nSpot Wallet means each virtual asset wallet provided to you by Crypto.com upon \nopening an Account for the purpose of trading under these Exchange Terms and \nConditions. \n \nTaker Order means an Order that will be immediately Executed against another Order \nupon submission to the Exchange. \n \nTaxes means taxes, levies, imposts, charges and duties imposed by any Government \nAgency (including stamp and transaction duties) together with any related interest, \npenalties, fines and expenses in connection with them, except if imposed on, or \ncalculated having regard to, the overall net income of Crypto.com. \n \nTrade Engine means, collectively, Crypto.com’s systems for settling Executed Orders \nby transferring the relevant Virtual Assets between the relevant Accounts. \n \nTrading Hours means the times during which the Exchange is available, as notified via \nan Agreed Communication Method or otherwise in writing by Crypto.com. \n \nTrading Tools means the applications (including any application programming \ninterface), algorithms, software (including any files, images, tables and data \nincorporated in or generated by the software and data accompanying the software), \ninterfaces or code that Crypto.com may provide to you for using the Exchange. It \nincludes the Website and the App and any related specific applications, algorithms, \nsoftware, interfaces and codes. \n \nTrading Pair means the combination of a Base Asset and a Counter Asset that is \noffered for trading on the Exchange. \n \n \nVirtual Asset means any asset that is: \n \n(a) \nexpressed as a unit; \n \n(b) \ncapable of being transferred, stored and traded on a peer-to-peer basis, with \nor without conditions or limitations; and \n \n(c) \napproved by Crypto.com from time to time for use in connection with the \nExchange. \n \nVirtual Assets do not include Fiat Currencies. For the avoidance of doubt, \nany Virtual Asset that: \n(i) \nis transferred on any additional layer on top of a blockchain relating to \nanother Virtual Asset or any side chain; or \n\n15 \n \n \n(ii) \nis a derivative of another Virtual Asset, has enhanced features or \nfunctionality that supplements or interacts with another Virtual Asset, \n \nis to be treated as a distinct Virtual Asset from such other Virtual Asset and its use in \nconnection with the Services will be subject to approval by Crypto.com. \n \nUnauthorised Transaction means an Instruction that is not authorised by you. For the \navoidance of doubt, an Instruction that is authorised and/or initiated by you as a result of \nmistake, duress, fraud, misrepresentation, inducement etc shall not constitute an \nUnauthorised Transaction. \n \nWebsite means www.crypto.com/exchange. \n \n\n16 \n \n \n2 \nInterpretation \n2.1 \nRules of interpretation \nUnless the contrary intention appears, a reference in the Agreement to: \n \n(a) \nany reference to a Virtual Asset includes any part or fraction thereof; \n \n(b) \na reference to anything (including an amount) is a reference to the whole and \neach part of it; \n \n(c) \nlabels used for definitions are for convenience only and do not affect \ninterpretation; \n \n(d) \na document (including these Exchange Terms and Conditions) includes any \nvariation or replacement of it; \n \n(e) \na reference to a document includes any document that is ancillary to that \ndocument, or any agreement or other legally enforceable arrangement created \nby that or under that document; \n \n(f) \na clause, Part, annexure or schedule is a reference to a clause in, Part of, or \nannexure or schedule to, these Exchange Terms and Conditions; \n \n(g) \na statute, ordinance, code or other law includes regulations and other \ninstruments under it and consolidations, amendments, re-enactments or \nreplacements of any of them; \n \n(h) \nthe singular includes the plural and vice versa; \n \n(i) \nthe word “person” includes an individual, a firm, a body corporate, a \npartnership, a joint venture, an unincorporated body or association, or any \nGovernment Agency; \n \n(j) \na particular person includes a reference to the person’s executors, \nadministrators, successors, substitutes (including persons taking by novation) \nand assigns; \n \n(k) \nan agreement, representation or warranty in favour of two or more persons is \nfor the benefit of them jointly and each of them individually; \n \n(l) \nan agreement, representation or warranty by two or more persons binds them \njointly and each of them individually; \n \n(m) \na group of persons or things is a reference to any two or more of them jointly \nand to each of them individually; \n \n(n) \na period of time dating from a given day or the day of an act or event, is to be \ncalculated exclusive of that day; \n \n(o) \nunless stated otherwise in writing by Crypto.com, a day is to be interpreted as \nthe period of time commencing at midnight and ending 24 hours later; \n \n(p) \nthe words “include”, “including”, “for example” or “such as” when introducing an \nexample, does not limit the meaning of the words to which the example relates \nto that example or examples of a similar kind; \n \n(q) \nthe word “blockchain” includes any other form of distributed ledger technology; \n \n(r) \na reference to “law” includes common law, principles of equity and legislation \n(including regulations, rules, by-laws, ordinances and proclamations) and \n\n17 \n \nincludes any consolidations, amendments, re-enactments or replacements of \nany of them; \n \n(s) \na reference to “regulation” includes legislation and instruments of a legislative \ncharacter under legislation (such as regulations, rules, by-laws, ordinances, \ndirectives and proclamations) as well as instruments or orders issued or \nendorsed by the SFC or government or regulatory authorities and any \nlicensing, registration or approval requirements under any of these; \n \n(t) \na reference to \"in writing\" means in legible form and capable of reproduction on \npaper, and includes electronic communication; \n \n(u) \na reference to “material” includes the ability to affect the outcome of a decision \nor application; \n \n(v) \ntime is a reference to Hong Kong time; \n \n(w) \n“property” or “asset” includes any present or future, real or personal, tangible or \nintangible property, asset or undertaking and any right, interest or benefit under \nor arising from it; and \n \n(x) \nany thing (including any amount or Service) includes each part and/or feature \nof it. \n \n2.2 \nNext day \nIf an act specified in the Agreement is to be done by a party on or by a given day is \ndone after 5.30pm on that day, it is taken to be done on the next day. \n \n2.3 \nNext Business Day \nIf an event specified in the Agreement must occur on a stipulated day which is not a \nBusiness Day, then the stipulated day will be taken to be the next Business Day. \n \n2.4 \nHeadings \nHeadings (including those in brackets at the beginning of paragraphs) are for \nconvenience only and do not affect the interpretation of the Agreement. \n \n2.5 \nInconsistency \nSubject to the application of any mandatory provisions of any Applicable Law, if there is \nany inconsistency between: \n \n(a) \nthe English version and any other language version of any part of the \nAgreement, the English version prevails; \n \n(b) \nthe Application and any other terms of the Agreement, the other terms prevail; \n \n(c) \nthese Exchange Terms and Conditions and any specific terms applicable to a \nparticular service that forms part of the Agreement, or to a particular \njurisdiction, the specific terms prevail; \n \n(d) \nthese Exchange Terms and Conditions and the Exchange FAQs, these \nExchange Terms and Conditions prevail; \n \n(e) \na Confirmation and any other terms of the Agreement, the Confirmation \nprevails for the relevant Executed Order; or \n \n(f) \nthe Agreement and any direction, decision, requirement or other rule issued by \nus in connection with the Exchange, the latter in time prevails, \n \n(g) \nin each case, to the extent of the inconsistency, and unless otherwise specified \nby us in writing. \n\n18 \n \n2.6 \nPronoun usage \nIn these Exchange Terms and Conditions: \n \n(a) \n“you” or “your” refers to: \n \n(i) \nthe person agreeing to these Exchange Terms and Conditions; and \n \n(ii) \nwhere the context permits, includes any Authorised Person of that \nperson; and \n \n(b) \n“we” or “us” refers to Crypto.com. \n \n3 \nAbout this document and our Agreement \n3.1 \nThe Exchange Terms and Conditions \n(a) \nThese Exchange Terms and Conditions are issued by Crypto.com. \n \n(b) \nThese Exchange Terms and Conditions set out the terms and conditions that \napply to your use of: \n \n(i) \nthe Exchange; and \n \n(ii) \nyour Account. \n \n3.2 \nThe Agreement \n(a) \nThe terms of the Agreement apply to you and to any Authorised Person. \n \n(b) \nIf you or an Authorised Person do not agree with terms of the Agreement, you \nor the Authorised Person shall not use the Exchange or access your Account. \n \n(c) \nYou are responsible for ensuring that each Authorised Person complies with \nthe Agreement and for anything an Authorised Person does in connection with \nthe Agreement. \n \n(d) \nYou must ensure that each Authorised Person is given a copy of the \nAgreement and any privacy notice issued by us from time to time. \n \n(e) \nThe Exchange FAQs may be amended or varied by us from time to time \nthrough an Agreed Communication Method. The updated Exchange FAQs will \napply from when they are published. Please ensure you always check the \nlatest published version. Crypto.com may revise other terms of the Agreement \nin accordance with clause 15. \n \n3.3 \nSingle agreement \nEach Order is submitted by you, and all transactions are entered into, in reliance on the \nfact that the Agreement forms a single agreement between you and us and neither you \nnor us would otherwise enter into any transactions. \n \n3.4 \nOur relationship: no fiduciary duties or other roles \nYou acknowledge that none of: \n \n(a) \nthe relationship between you and us; \n \n(b) \nthe activities contemplated by the Agreement; or \n \n(c) \nany other matter, \n \ngives rise to any fiduciary, trustee or equitable duties on our part in your favour, even \nwhere we have better knowledge of the market generally or of any particular Order. In \nparticular, there are no duties that would oblige us to accept responsibilities more \n\n19 \n \nextensive than those set out in the Agreement or which prevent or hinder us in carrying \nout any of the activities contemplated by the Agreement. For example, we do not provide \nadvice of any kind as a service under the Agreement and we do not act as your adviser \nin relation to any aspect of your use of the Exchange or Virtual Asset transactions \ngenerally. \n \n3.5 \nQuestions \nIf you have any questions about the Agreement, you should obtain appropriate , \nindependent professional advice. \n\n20 \n \nExchange Terms and Conditions \n \nPart 2 Accounts, Instructions and payments \n \n4 \nAccounts \n4.1 \nApplication \n(a) \nIf you are a new user and want to use the Exchange, you must: \n \n(i) \nmake an Application; and \n \n(ii) \nprovide such information as we reasonably request. The \ninformation that you provide must be complete, accurate and up- \nto-date. \n \n(b) \nDifferent eligibility criteria may apply between applicants. We may \nrefuse your Application for any reason. Unless required by Applicable \nLaw, we do not need to give reasons for refusing or accepting an \nApplication. \n \n(c) \nIf you are an existing user of any Crypto.com Group’s services and \nwant to use the Exchange, you agree that the             relevant entity may \nshare with us the onboarding documents you provided previously for \nthe Application. \n \n(d) \nIf we approve your Application: \n \n(i) \nthe terms on which you may use the Exchange and your \nAccount are set out in the Agreement; \n \n(ii) \nwe may grant to you a non-exclusive, non-sub-licensable \n(except as permitted within these Terms, to Authorised Persons \nunder clause 4.7), non-transferable personal right to, use the \nExchange and your Account to trade Virtual Assets; and \n \n(iii) \nyou may only use the Exchange, an Account, an Agreed \nCommunication Method and Exchange Materials for your own \npurposes. \n \n(e) \nIf you are a resident of a particular Available Jurisdiction, or have a \nrelevant connection to a particular jurisdiction, additional terms and \nconditions may apply as notified by us at any time. \n \n(f) \nA reference to “terms and conditions” in forms, statements, brochures \nand other documents we provide is a reference to the relevant terms \ncontained in the Agreement. \n \n4.2 \nEstablishing an Account \n(a) \nWe may open an Account in your name following receipt of an \nApplication in accordance with paragraph 4.1(a). \n \n(b) \nWe have the sole discretion as to the opening, operation and closure of \nan Account or any wallet that forms part of your Account. Without \nlimiting the terms of the Agreement, we may, at any time, without liability: \n \n(i) \nvary, suspend or close an Account or wallet; \n \n(ii) \nspecify or vary the scope and extent of an Account or wallet and \nthe Exchange; \n\n21 \n \n(iii) \nprescribe the specific Exchange (including any specific Virtual \nAssets) supported in respect of an Account; \n \n(iv) \nset or vary any limit regarding an Account or wallet; or \n \n(v) \nrestrict or impose conditions or limits on an Account or wallet. \n \n(c) \nSubject to our discretion and operational requirements, you may not hold \nmore than one Account. \n \n(d) \nAll Accounts are established and maintained by us for the sole purpose \nof providing the Exchange and recording relevant Virtual Asset \nmovements. In no circumstances should an Account be interpreted as a \nbanking or custody service, or a stored value facility, of any kind. \n \n(e) \nWe may open and provide one or more sub-accounts in your name \nfollowing an application from you in accordance with, and subject to, the \nterms described in Annex II to these Exchange Terms and Conditions. \n \n4.3 \nAccount requirements \nIn addition to any other requirements that we may impose in respect of your \nAccount from time to time, you must, promptly: \n \n(a) \nsupply such information, documentation and authorisation as requested \nby us in order for us to carry out all necessary “know your customer” \nchecks and AML/CTF Requirements and comply with all Applicable Law; \nand \n \n(b) \nnotify us in writing of any change in any information, documentation or \nauthorisation provided to us, and submit appropriate supporting \ninformation and/or documents relating to such change. \n \nWe reserve the right in our absolute discretion to refuse any Application, or the \ndesignation of any person to operate the Account, and we may not give you any \nreasons for that refusal. \n \n4.4 \nAccount details and access \n(a) \nWe may issue you with a user name and password, or other appropriate \nlog-in details or access method for your Account. \n \n(b) \nYou are responsible for keeping your log-in details or access method \nconfidential so that your Account cannot be accessed or used without \nyour permission. \n \n(c) \nYou must comply with any specifications that we make in relation to your \nuse of the Exchange and an Agreed Communication Method. This \nincludes any authentication and other security procedures. \n \n4.5 \nAccount operations \n(a) \nWithout limiting our other rights or obligations under the Agreement, and \nsubject to Applicable Law: \n \n(i) \nyou may transfer Virtual Assets to us in connection with the \nExchange, in accordance with the instructions provided through \nan Agreed Communication Method; \n \n(ii) \nwe will record, in your Account, any amounts of Virtual Assets \nreceived by us from you in connection with the Exchange; \n\n22 \n \n(iii) \nwe may deduct from your Account and pay, whether to us or \notherwise: \n \n(A) \nany fees and Costs; and \n \n(B) \nany payments required in respect of an Executed Order; \nand \n \n(iv) \nyour may transfer Virtual Assets within any wallets associated \nwith your Account. \n \n(b) \nOnly Eligible Virtual Assets are permitted for use in connection with your \nAccount and Exchange. We retain sole discretion to determine when \nand if a Virtual Asset is an Eligible Virtual Asset, and you acknowledge \nand understand that such determination may take significant time, and \nthat we are under no obligation to provide you with any reasons in \nrespect of any determination. If you transfer any Virtual Assets that are \nnot Eligible Virtual Assets, such Virtual Assets may be permanently lost. \n \n(c) \nYou must not transfer: \n \n(i) \nVirtual Assets to us unless: \n \n(A) \nyou are the lawful, legal and beneficial owner of such \nVirtual Assets; \n \n(B) \nyou have the absolute right to sell, assign, convey, \ntransfer and deliver the Virtual Assets; and \n \n(C) \nthe Virtual Assets are free of any Encumbrance; and \n \n(ii) \nanything to us other than Virtual Assets. \n \n(d) \nWe may make payments from your Account without any express \ninstructions from you, and you authorise us to make such payments in \naccordance with clauses 5 and 7. \n \n(e) \nYou may request us to transfer Virtual Asset recorded in your Spot \nWallet to an external digital address that is compatible with the relevant \nVirtual Asset and that is controlled by you, in accordance with the \ninstructions provided through an Agreed Communication Method, and \nsubject always to (i) our discretion to accept or reject Instructions (ii) \nour assessment that the external digital address is not a Proscribed \nAddress. \n \n(f) \nIt is your responsibility to ensure that you provide us with the correct \ndigital address details. For example, if you provide us with incorrect \ndigital address details, or if you are unable to access the digital address \nprovided, your Virtual Assets may be permanently lost and we take no \nresponsibility or liability whatsoever for such losses incurred by you. \n \n4.6 \nCompletion of Virtual Asset transfers \n(a) \nA transfer of Virtual Assets from an Account is not complete until \nconfirmed as complete by Crypto.com. \n \n(b) \nA transfer of Virtual Assets that is pending will be designated as a \npending transaction in the Account. The balance of the Account will also \nshow a debit of the Virtual Assets having been made. \n \n4.7 \nAccount operating authority – Authorised Persons \n(a) \nBefore appointing an Authorised Person, you must give us account \noperating authority details for that Authorised Person. \n\n23 \n \n(b) \nWe will act on, and in accordance with, the account operating authority \nuntil you vary (by removing or adding Authorised Persons) or cancel it. \n \n(c) \nIf you want to vary the account operating authority by changing either the \nAuthorised Persons or the method of operation, or cancel the authority, \nyou must give instructions in writing to us. On receipt of the instructions, \nwe will vary or cancel the authority. The variation or cancellation \nbecomes effective within a reasonable time after we accept your \ninstructions and we will notify you once the variation or cancellation is \neffective and its effective date. If there is more than one account holder: \n \n(i) \nall of you must authorise adding an additional person as an \nAuthorised Person; and \n \n(ii) \nany of you may cancel an additional person’s authority to be an \nAuthorised Person. \n \n(d) \nWe are entitled to rely on any Instructions and/or (other) instructions \ngiven or purported to be given by an Authorised Person in accordance \nwith the authority. \n \n5 \nCustodial arrangements \n5.1 \nHolding of Virtual Assets \n(a) \nAny Virtual Assets in your Account, or purchased by us on your behalf, \nand held by us for safekeeping may be held: \n \n(i) \nby us; or \n \n(ii) \nby any other institution engaged by us which provides services \nfor the custody  of Virtual Assets. \n \n(b) \nYou understand and accept that: \n \n(i) \nyour Virtual Assets held by us under this clause 5.1 do not enjoy \nthe same protections as are available in respect of traditional \ndeposits and financial products; \n \n(ii) \nwe are under no duty to return to you the Virtual Assets \noriginally delivered to, or otherwise held by, us, but where \nnecessary we will return assets of an identical type, and to the \nsame nominal value, of the relevant Virtual Assets to you; and \n \n(iii) \nwe may deposit, transfer, lend, pledge, repledge or otherwise \ndeal with your Virtual Assets if: \n \n(A) \nsuch action is for the Execution of an Order; \n \n(B) \nsuch action is for the settlement of any amount owing \nunder a service provided under this Agreement, or any \nCosts owed by you to us or Crypto.com Group in \nrespect of the Exchange; or \n \n(C) \notherwise in accordance with your Instructions, subject \nto Applicable Law. \n \n5.2 \nBenefits arising for the Virtual Assets \nIf we receive any interest, distributions or other benefits arising from your Virtual \nAssets held by us or any other institution for you, we may or may not: \n \n(a) \ncredit the relevant amount to your Account; or \n\n24 \n \n(b) \npay or transfer the relevant amount to you, in a manner as agreed by us, \n \nsubject to Applicable Law, our internal policy, clause 21 and any other term of the \nAgreement. \n \n6 \nInstructions \n6.1 \nInstructions generally \nYou: \n \n(a) \nauthorise us to accept Instructions from you or any Authorised Person \n(appointed under clause 4.7). You confirm that each Authorised Person \nhas the power to give Instructions on your behalf. You will, and will \nprocure that each of your  Authorised Persons will, comply with any \nrequirements we reasonably impose in relation to the Instructions and \nany Applicable Law; \n \n(b) \nagree that we may assume the authenticity of any Instructions given or \npurportedly given by you or any Authorised Person, or that any person \nclaiming to be your authorised representative is in fact that person. We \nare not obliged to enquire into any of these matters; \n \n(c) \nagree we may assume the authenticity of any Instructions given or \npurportedly given by you or any Authorised Person from your Enabled \nDevice, are in fact your Instructions. We are not obliged to enquire into \nany of these matters; \n \n(d) \nauthorise us to act upon any Instruction that we believe to be authentic \nand valid. We may conclusively rely on the Instructions if we believe that \nthe Instructions were given by you or your Authorised Person and are \nduly authorised, accurate and complete, even though this is incorrect \nand even if you send us further communications that differ in any respect \nfrom such Instructions; and \n \n(e) \nare responsible for ensuring the accuracy and completeness of the \nInstructions. You acknowledge and agree that once given, an Instruction \ncannot be revoked and if acted on by us, the Instruction will be binding \non you. \n \n6.2 \nElectronic Instructions and records \nTo the extent applicable, you acknowledge that all Instructions given (and our \nrecords of those Instructions) in electronic form are original documents in writing. \nYou agree not to challenge their validity, admissibility or enforceability on the \nbasis that they are in electronic form. \n \n6.3 \nGiving and receiving Instructions \n(a) \nYou may provide Instructions through the Agreed Communication \nMethods that apply to the Exchange. \n \n(b) \nSubject to our discretion to reject any Instruction, all Instructions are only \nvalid and effective if received by us within the Trading Hours on a \nBusiness Day. However, we do not guarantee that any of the \nInstructions will be processed even though they may have been \nreceived. \n \n(c) \nInstructions from you are irrevocable and you are not entitled to cancel, \nreverse or otherwise disclaim such Instructions. We are under no \nobligation to act on an Instruction to cancel or amend a previous \nInstruction from you or your Authorised Person. We may also be unable \n\n25 \n \nto cancel or amend an unexecuted or partly executed Instruction for any \nreason. \n \n(d) \nWe use our reasonable endeavours to execute the Instructions, but we \ndo not guarantee that the Instructions will be wholly or partially executed \nor will be executed by a certain time. Partially exercised Instructions \nmay not be cancelled or reversed on the basis that the Instructions have \nnot been wholly exercised. We are not responsible for any delays due to \na Force Majeure Event, a Network Event, market factors, our own \nverification or authorisation processes or any other reason whatsoever, \nnor for executing an Order before processing any cancellation or \namendment that you may send to us. \n \n6.4 \nAcknowledgement of Instructions \n(a) \nWe agree to acknowledge your Instructions in relation to the entry into \nan Order, through the Agreed Communication Method. \n \n(b) \nIf we do not acknowledge your Instructions under clause 6.4(a), that \nInstruction is deemed to not to have been received by us. \n \n6.5 \nWhen we may refuse, cancel or reverse Instructions \n(a) \nWe reserve the right at all times to refuse, cancel or reverse your \nInstructions, without giving any reason or explanation or prior notice. For \nexample, we may, in addition to any other rights we may have: \n \n(i) \ndecline to accept your Instructions where: \n \n(A) \nwe believe that: \n \n(aa) \nthe Instruction could result in a breach of any \nApplicable Law; \n \n(ab) \na pre-condition under clause 12.4 has not be \nsatisfied; \n \n(ac) \nthe pre-pay requirement under clause 11.1 has \nnot been met, where applicable; \n \n(ad) \nthe Instruction is unclear, ambiguous or \nincomplete; or \n \n(ae) \nthe Instruction involves Market Misconduct or \nwould constitute a Prohibited Transaction; \n \n(B) \nyou or a counterparty are prevented from completing an \nOrder, or it becomes impossible or impracticable for you \nor a counterparty to complete an Order, due to a Force \nMajeure Event; \n \n(C) \nyou disaffirm, disclaim, repudiate or reject, in whole or in \npart, the Agreement, any Confirmation or any Order (or \nsuch action is taken by an Authorised Person on your \nbehalf); \n \n(D) \nin our opinion, you are in material breach of any \nprovision of the Agreement; \n \n(E) \nan Event of Default has occurred; or \n\n26 \n \n(F) \nyou fail to provide any information requested by us in \nrespect of an Order, or where required to do so in \ncompliance with the Agreement, any Applicable Law or \nthe requirement of any contract; \n \n(ii) \nwhere you, an Authorised Person, or a person we believe is \nconnected with you, appears to be a Proscribed Person: \n \n(A) \nrefuse to process or complete any Instruction, suspend \nthe provision of a service to you; \n \n(B) \nrefuse to allow or to facilitate any Order for you or to any \nother Proscribed Person or other person; or \n \n(C) \nterminate the Agreement; or \n \n(iii) \ndecline to act where there are insufficient Eligible Virtual Assets \nin the Account to carry out the Instruction, or where the \nInstruction does not comply with any limit that applies in respect \nof your use of the Exchange. \n \n(b) \nWithout limiting clause 6.5(a) or any other rights we may have under the \nAgreement, we may: \n \n(i) \ndecline to act on your behalf or accept your Instructions where: \nthe original Instruction has expired and is not reconfirmed at that time; \nthe basis for any quotation for the relevant Virtual Asset has changed \nand the Instruction has not been reconfirmed; \n \nthe Virtual Assets are the subject of a trading halt and the order has not \nbeen reconfirmed; or \n \nthe Virtual Asset are no longer available for the purposes of the \nExchange; or \n \n(ii) \ncancel or reverse any Instruction without contacting you where a \nGovernment Agency has recommended or required a \ncancellation or reversal. \n \n(c) \nIf we exercise our rights under this clause 6.5 you must pay us on \ndemand any Loss that we incur in relation to any action taken under that \nclause or any Applicable Law. \n \n6.6 \nRisks of giving Instructions \nYou acknowledge and accept the risks of giving Instructions by the Agreed \nCommunication Method, including the risk of any Instructions being unauthorised \nor given by an unauthorised person, the risk that we may process Instructions \ntwice if you send the same Instructions to us in different forms and the risk that \nany information sent by electronic means cannot be guaranteed to be secure or \nfree from virus or delay. \n \n7 \nPayments, deliveries and other obligations \n7.1 \nPayment and deliveries \n(a) \nWe may, acting in good faith and in a commercially reasonable manner, \nrefuse to accept or make (or accept or make on such terms as it may \ndetermine) any transfer of a Virtual Asset from or to you and we will \nprovide notice of any such refusal as soon as reasonably practicable. In \n\n27 \n \nparticular, we may refuse to facilitate any transfer of Virtual Assets, \nwhether through the Trade Engine or otherwise, that are not Eligible \nVirtual Assets from you, and you cannot use any such Virtual Assets to \nsettle an Executed Order. \n \n(b) \nYou acknowledge and agree that if at any time there are (having regard \nto other payments debited or due to be debited) insufficient Eligible \nVirtual Assets recorded in a relevant Account or any amount owed to us, \nwe may, in our absolute discretion and without any obligation to do so: \n \n(i) \ndecline to execute your Instructions; and \n \n(ii) \nforce-sell any Eligible Virtual Assets held by us on your behalf, \nin each case without further instruction or sanction from you. \n7.2 \nWithholding \n(a) \nIf any Applicable Law requires you to deduct any Tax from a payment to \nus, you must increase the amount payable so that, after making the \ndeduction, we receive the amount we would have received if no \ndeduction had been required. You agree to deduct the amount for the \nTax, pay that amount to the relevant Government Agency in accordance \nwith Applicable Law and give us the original receipts. \n \n(b) \nWe may be required to withhold payments to you, and pass such \namounts to a Government Agency. If at any time any relevant \nGovernment Agency requires us to make a deduction or withholding on \nany payment due to you, you agree to immediately reimburse us for the \namount of any such deduction or withholding or we may recover such \namount in accordance with clause 7.1(b) (ii). You will indemnify us \nagainst any Loss we suffer or incur as a result of such deduction or \nwithholding. \n \n7.3 \nValue added tax \n(a) \nAll payments to be made by you in connection with the Agreement are \ncalculated without regard to any goods and services tax, consumption \ntax, value added tax or any Tax of a similar nature. \n \n(b) \nIf any of these types of Taxes are payable in connection with the \npayment, you must pay us an additional amount equal to the payment \nmultiplied by the appropriate rate of Tax. You must do so at the same \ntime as making the payment. \n \n7.4 \nIndependent payment obligations \nYour obligation to pay any amount under the Agreement is separate from each of \nyour other obligations to pay. \n \n7.5 \nRights of netting, set-off and lien \n(a) \nIf, on any day, either or you or Crypto.com have payment and delivery \nobligations in the same Virtual Asset in respect of two or more Executed \nOrders, then we may elect for such Virtual Asset to be delivered, on a \nnet basis so that such obligations will be automatically satisfied and \ndischarged.  \n(b) \nIf, in respect of the same Virtual Asset, the aggregate amount that would \notherwise have been payable by one party exceeds the aggregate \namount that would otherwise have been payable by the other party, such \npayment and delivery obligations will be replaced by an obligation upon \nthe party by which the larger aggregate amount would have been \npayable, to pay to the other party the excess of the larger aggregate \namount over the smaller aggregate amount. \n\n28 \n \n(c) \nIn addition to our rights under clause 7.5(a), we may at any time and \nwithout notice to you set off any amount we owe you against any amount \nthat you owe us or, where more than one person constitutes our client, \nthat any one or more of those persons singly or jointly owe us (in either \ncase, whether or not the obligation is matured or contingent and \nirrespective of the currency, asset or place of payment). Any amounts \nthat are so set off will be discharged promptly and in all respects. \n \n(d) \nWe are entitled to exercise a lien over any or all of your property which \n(for any reason) is in or comes into our possession or control, except that \nthis lien does not cover any property where it may give rise to any \nobligation to disclose an interest on our part. We have the right to sell \nsuch property and apply the proceeds of sale, after deduction of \nreasonable Costs, to satisfy any amount you owe us. \n \n(e) \nFor the purposes of this clause 7.5, we may make any conversion at a \nrate that we reasonably consider appropriate. \n \n(f) \nOur rights under this clause 7.5 are in addition to any other right of set- \noff, offset, combination of accounts, lien, right of retention or withholding \nor similar right or requirement to which we are at any time otherwise \nentitled or subject whether under the Agreement or by operation of \nApplicable Law. \n \n7.6 \nPayment in other asset \nYou waive any right you may have in any jurisdiction to pay any amount other \nthan in the Eligible Virtual Asset in which it is due. If we receive an amount in a \nVirtual Asset other than that in which it is due: \n \n(a) \nwe may return the payment and require you to make the payment in the \nappropriate and due Eligible Virtual Asset. We may charge you for the \nCosts incurred in returning the payment to you; or \n \n(b) \nwe may convert the amount into the due Eligible Virtual Asset on the \ndate and at rates we reasonably consider appropriate. We may deduct \nCosts incurred in the conversion. In such circumstances, you must \nsatisfy your obligations to pay in the due Eligible Virtual Asset only to the \nextent of the amount of the due Eligible Virtual Asset or other asset \nobtained from the conversion after deducting the Costs of the \nconversion. \n \n7.7 \nVirtual Asset restrictions \n(a) \nYou must comply with any exchange controls and Applicable Law in \nconnection with the Agreement. \n \n(b) \nIf a jurisdiction restricts the availability or transfer of any Virtual Asset, or \nwe are otherwise unable to pay in a particular Virtual Asset, we need not \nmake any payment to you in that Virtual Asset. We may make the \npayment in any Virtual Asset we reasonably consider appropriate, using \na rate that we reasonably consider appropriate. \n \n7.8 \nConversion on judgment debt \nIf a judgment, order or proof of debt for or the recovery of an amount in \nconnection with the Agreement is expressed in a Virtual Asset other than that in \nwhich the amount is due under the Agreement, then you agree to indemnify us \non demand against: \n \n(a) \nany difference arising from converting the Virtual Asset, if the rate of \nexchange we would otherwise use under the Agreement when we \n\n29 \n \nreceive a payment in the Virtual Asset is less favourable to us than the \nrate of exchange used for the purpose of the judgment, order or \nacceptance of proof of debt; and \n \n(b) \nthe Costs of conversion. \n \n7.9 \nThird party payments \nWe are not obliged to make any payments and or deliveries to a third party, \nexcept as expressly contemplated by the Agreement or otherwise agreed by us \nin writing. Any third-party payments may also be subject to conditions. \n \n7.10 \nGeneral conditions precedent to payments by us \nEach of our obligations to make a payment or delivery, or to perform an \nobligation referred to in this clause 7.10, is subject to the conditions precedent \nthat: \n \n(a) \nwe are satisfied that you have fulfilled your corresponding obligations (if \nany) in accordance with all applicable terms; \n \n(b) \nno Event of Default has occurred and is continuing; and \n \n(c) \nsuch actions will not cause us to be in breach of any Applicable Law or \nour internal policies. \n \n7.11 \nReturn of Virtual Assets \n(a) \nWe may, at our discretion, upon the passage of an applicable time \nperiod determined by us or as otherwise required by Applicable Law or \nour internal policy, return any Virtual Assets recorded in your Account to \na designated external address that is compatible with the relevant Virtual \nAsset and that is under your control, as last notified to us in writing. \n \n(b) \nIf we receive Virtual Assets which are determined not to be Eligible \nVirtual Assets, upon our request, you must provide us with an external \naddress under your control. Subject to Applicable Law and our internal \npolicy, we will return the Virtual Assets received to such address. \n \n(c) \nTo the extent permissible under Applicable Law, we reserve the right to \ndeduct a fee, Costs or other administrative charge in respect of the \nreturn of any Virtual Assets. \n \n8 \nCalculations \n8.1 \nCalculation agent \n(a) \nWe are the calculation agent for each Executed Order. All calculations \nare carried out in our sole discretion, unless otherwise specified in the \nrelevant Confirmation. \n \n(b) \nThe calculation agent is, subject to the relevant Confirmation, \nresponsible for: \n \n(i) \ncalculating the fees and any rates, amounts, periods and dates \n(including changes to any of them) in accordance with the \nConfirmation; \n \n(ii) \ngiving notice of such fees, rates, amounts, periods and dates; \n\n30 \n \n(iii) \ndetermining the value of any Virtual Asset expressed in respect \nof another Virtual Asset or as expressed in respect of a Fiat \nCurrency; \n \n(iv) \neffecting or calculating any Virtual Asset conversion necessary \nor desirable for the purposes of any Executed Order; and \n \n(v) \ncalculating any netting or set-off in accordance with clause 9. \n \n(c) \nThe calculations and determinations of the calculation agent are final \nand binding on you in the absence of manifest error. They will be \napplied using such methodology as we determine in good faith and in \nour discretion. \n \n8.2 \nAdjustments \n(a) \nIf, in our opinion, any event or circumstance, including any Network \nEvent or Force Majeure Event, occurs that adversely affects our ability in \ndetermining the amount payable to or by you in respect of any Order and \nsuch circumstances continue for a period of not less than five Business \nDays, we may make such adjustments to the method used or to be used \nto determine the amount payable to or by you in respect of any Executed \nOrder in accordance with our customary practices or market practice of \nwhich we aware (if any). \n \n(b) \nAdjustments made in accordance with clause 8.2(a) are binding and \nconclusive against you. \n \n9 \nNetting and set-off \n9.1 \nNetting \nIn respect of two or more Executed Orders to which you are a party, a net \namount will be calculated by us as calculation agent in respect of all amounts \npayable on the same date in the same Virtual Asset in respect of such Executed \nOrders, regardless of whether such amounts are payable in respect of the same \nExecuted Order. \n \n9.2 \nSet-off \nAt any time, if there are amounts payable in any Virtual Asset by you to us or to \nany counterparty, as calculated by us as calculation agent, then your obligation \nunder the Agreement to make payment of any such amount of Virtual Asset will, \nin our sole discretion and after giving of seven Business Days’ notice, be \nsatisfied and discharged, in whole or in part, by way of set-off against any Virtual \nAsset in your Account. \n \n9.3 \nOur other rights \nOur right to net and/or set-off under this clause 9 is in addition to any other right \nof set-off, offset, combination of accounts, lien, right of retention or withholding or \nsimilar right or requirement to which us is at any time otherwise entitled or \nsubject whether under the Agreement or by operation of Applicable Law. \n\n31 \n \nPart 3 Exchange \n \n10 \nTrading on the Exchange \n10.1 \nDescription \nThe Exchange enables you to acquire or dispose of Virtual Assets through the \nExchange by using your Account, in accordance with the Agreement. \n \n10.2 \nAvailability of the Exchange \n(a) \nThe Exchange is available during Trading Hours on each day. \n \n(b) \nThe Exchange may not be available at certain times. In particular, there \nmay be some downtime (as advised through an Agreed Communication \nMethod) when use of the Exchange will be restricted or not possible. \n \n(c) \nWe may periodically shut down the Exchange or access to the Exchange \nvia the Website or App, and interrupt any automatic functions for the \nfollowing reasons: \n \n(i) \nplanned system and software maintenance; \n \n(ii) \nunscheduled emergency maintenance; \n \n(iii) \nseasonal holidays; and \n \n(iv) \nany other event that Crypto.com consider requires suspension of \nthe Exchange. \n \n10.3 \nSubmitting an Order \n(a) \nAn Order can only be submitted to the Exchange by you, using an \nAgreed Communication Method and the procedure provided through that \nAgreed Communication Method for that Order. \n \n(b) \nAn Order must be a: \n \n(i) \nLimit Order; \n \n(ii) \nMarket Order; or \n \n(iii) \nAdvanced Order. \n \n(c) \nAn Order must comply with any applicable minimum and maximum \nOrder values and any other requirements specified via the Agreed \nCommunication Method. \n \n(d) \nWhen submitting an Order, you must comply with any trading and \nposition limits imposed on you by us in accordance with these Exchange \nTerms and Conditions. \n \n(e) \nYou must have an available balance of the relevant Eligible Virtual \nAssets in your Account to submit an Order. This available balance must \nbe sufficient to cover: \n \n(i) \nthe total value of the Order; and \n \n(ii) \nany applicable fees. \n\n32 \n \n(f) \nWhen you place an Order, the quantity of the relevant Eligible Virtual \nAsset will be placed on hold in your Account until that Order is Executed \nor cancelled. \n \n10.4 \nOrders \n(a) \nOnce submitted to the Exchange in accordance with clause 10.3, an \nOrder: \n \n(i) \nwill be displayed on the Exchange; and \n \n(ii) \nremains open and binding on the person that submitted it until it \nis Executed or cancelled. \n \n(b) \nYou may cancel an Order that you have submitted at any time before the \nOrder is Executed. \n \n10.5 \nPrice deviation warning \nWe will endeavour to display a warning to you who attempts to submit an Order \nthat may completely or partially Execute at a price that is more than 5% away \nfrom the price specified in the most recently Executed Order for that Trading Pair. \nHowever, it is ultimately up to you to decide whether or not to submit the Order in \nany event. \n \n10.6 \nLimit Orders \n(a) \nA Limit Order is not guaranteed to Execute. \n \n(b) \nA Limit Order may only Execute at the price stated in the Limit Order or \nat a better price. \n \n(c) \nA Limit Order can be a Maker Order or a Taker Order. \n \n10.7 \nMarket Orders \n(a) \nA Market Order may Execute at a number of different prices, depending \non: \n \n(i) \nthe quantity of the Base Asset specified; and \n \n(ii) \nthe volume and prices of Orders on the Exchange, \n \nat the time that the Market Order is submitted and while the Market \nOrder remains open. \n \n(b) \nA Market Order is always a Taker Order. \n \n10.8 \nAdvanced Orders \n(a) \nWe may, in our sole discretion, specify through an Agreed \nCommunication Method: \n \n(i) \nadditional; and/or \n \n(ii) \ndifferent, \n \nrequirements, restrictions or conditions in respect of one or more \nAdvanced Orders or types of Advanced Order. \n \n(b) \nIf any requirement, restriction or condition for an Advanced Order (or a \ntype of Advanced Order) is inconsistent with any other provision of the \nAgreement, the former prevails to the extent of the inconsistency in \n\n33 \n \nrespect of that Advanced Order (or Advanced Order type) unless \notherwise specified in writing. \n \n10.9 \nOrder Matching Engine \n(a) \nTo Execute Orders, the Order Matching Engine will match a Taker Order \nwith a Maker Order. \n \n(b) \nOrders are matched based on the price and time that the Orders are \nplaced, and earlier Orders at the same price take priority over later \nOrders. \n \n(c) \nAn Order may be matched with and Executed by one or more Orders at \nthe same price. \n \n(d) \nA Taker Order will be: \n \n(i) \nmatched with the best price and earliest Maker Order with the \nsame price level for that Trading Pair on the Exchange; and \n \n(ii) \nif it is not Executed by that Maker Order or is only partially \nExecuted by that Maker Order, matched with any subsequent \nMaker Order in accordance with clause 10.9(b). \n \n(e) \nThe process stated in clause 10.9(d)(ii) is repeated until the Taker Order \nis completely Executed or cancelled. \n \n10.10 Self-Execution prevention \n(a) \nWhere two Orders of the same quantity would result in Self-Execution, \nwe will cancel both Orders. \n \n10.11 Trade Engine \n(a) \nExecuted Orders and applicable fees, Costs and Tax will be settled in \nfull, without set off, counterclaim or deduction or withholding, unless the \ndeduction or withholding is required by Applicable Law, by the Trade \nEngine. \n \n(b) \nExecuted Orders will be settled as soon as possible after Execution. \n \n(c) \nSettlement of Executed Orders by the Trade Engine is final and will not \nbe reversed unless: \n \n(i) \nwe are compelled to do so by any Applicable Law; \n \n(ii) \nwe are entitled to under the terms of the Agreement; or \n \n(iii) \nMis-execution has occurred. \n \n(d) \nWith respect to clause 10.11(c)(ii), we will take all reasonable steps to \nrestore the relevant you to the position that you would have been in had \nthe Mis-execution not occurred. \n \n10.12 Order minimums and maximums \n(a) \nThe minimum and maximum Order values for the Exchange will be \npublished by us on the App and/or Website, which may be adjusted from \ntime to time. \n\n34 \n \n \n11 \nOrders \n11.1 \nOrders must be pre-paid \n(a) \nBefore you place an Order, you must have a sufficient amount and \nappropriate type of Eligible Virtual Assets recorded in your Account to \nmeet your obligations in respect of the proposed Virtual Asset \ntransaction, inclusive of any applicable fees, Costs and Tax. \nNotwithstanding the amount displayed as being recorded to an Account, \nonly Eligible Virtual Assets will be taken into account when assessing \nwhether the sufficiency and appropriateness requirements under this \nclause 11.1(a) are satisfied. \n \n(b) \nIf any Virtual Assets in your Account are determined not to be Eligible \nVirtual Assets, you must substitute the assets in your Account with \nEligible Virtual Assets before you can submit an Order, or discharge your \nobligations in respect of an Executed Order. \n \n11.2 \nYour responsibilities \nWithout limiting any other provision of the Agreement: \n \n(a) \nthe submission of an Order and the performance of any Executed Order \nand any agreement arising under or in connection with that Executed \nOrder, is your sole responsibility; and \n \n(b) \nyou are responsible for complying with all notification requirements and \nother reporting obligations relating to Executed Orders under Applicable \nLaw. \n \n11.3 \nLimits and controls on Orders \n(a) \nWe may impose trading and position limits, and position management \ncontrols on you, including limits and controls to mitigate and manage our \nown liquidity, operational and other risks, at any time, without prior notice \nand without giving reasons. As a result, you understand and \nacknowledge that you may be prevented from submitting an Order or \nundertaking other steps at certain times if such actions would cause you \nto exceed an applicable limit, and that we may apply an applicable filter \nto reject an Instruction submitted by you. \n \n(b) \nWe may monitor your positions against the limits or controls imposed by \nus under clause 11.3(a). Any such limits imposed by us are solely for \nour protection and we will have no responsibility for monitoring or \nensuring your compliance with any limits imposed on your trading \nactivities by you or by Applicable Law. \n \n(c) \nYou agree to comply with any limits or controls imposed by us under \nclause 11.3(a) and not take any actions that will cause you to violate any \nlimits imposed by us on your activities. \n \n(d) \nTo ensure compliance with Applicable Law or any limits set by us under \nclause 11.3(a), we may decline to act on Instructions and/or execute an \nOrder. We may also suspend your use of the Trading Tools, require you \nto take certain steps, or take any other action that we consider \nappropriate in the circumstances. \n \n(e) \nYou indemnify us against any Loss as a result of your breach of any \nlimits or controls imposed by us under this clause 11.3(a) provided that \nsuch limits or controls are notified to you at the time that they are \nimposed. \n\n35 \n \n(f) \nDespite any provision in the Agreement to the contrary, we are not \nrequired to: \n \n(i) \nmake available to you any product or service, including the \nExchange, an Account and the Trading Tools; or \n \n(ii) \nfacilitate any Order, \n \n(g) \nif such actions may cause us to breach any Applicable Law, including \nany AML/CTF Requirement. \n \n \nPart 4 Other key provisions \n \n12 \nUse of the Exchange and the Account \n12.1 \n“As is” basis \n(a) \nYou acknowledge that the Exchange, your Account, the Website and the \nApp have not been developed for your individual needs. \n \n(b) \nYou acknowledge that you use the Exchange and your Account \n(including the Website and the App) on an “as is” basis at your own risk. \n \n(c) \nWe are not responsible for any consequence or Loss arising from your \nchoice to use the Exchange or your Account, including via the Website \nor the App. \n \n12.2 \nCompliance \nYou agree that before using the Exchange or your Account while you are outside \nyour country of residency, you will ensure that you would not be breaking any \nlaws, rules or regulations in that other country by doing so. \n \n12.3 \nMaintaining standards in operating the Account \n(a) \nWhen operating your Account, you must: \n \n(i) \nensure that your systems and any relevant device, including any \nEnabled Device, are maintained in good order and are suitable \nfor use with your Account; \n \n(ii) \nmaintain adequate security measures over your systems and \ndevices, including any Enabled Device, so as not to permit \nanyone other than you or your Authorised Persons from \noperating your Account; \n \n(iii) \nrun any such tests and provide any information to us as we may \nreasonably request to establish that your systems and devices \nsatisfy the requirements to operate your Account; \n \n(iv) \ncarry out virus, rootkit, keylogger and other malware checks of \nyour systems and devices on a regular basis (including any \nspecific virus or malware detection programs as required by us \nfrom time to time); \n \n(v) \ninform us immediately of any unauthorised access to your \nAccount or any unauthorised transaction or Instruction; and, if \nwithin your control, cause such unauthorised access to cease; \n\n36 \n \n(vi) \nnot at any time leave unattended any system, telephone, \ncomputer, terminal or device from which you are able to operate \nyour Account; \n \n(vii) \nnot send, distribute or upload, in any way, data or materials that \ncontain malfunctions, malware, viruses or other such deficiency \nor harmful components that may impair or damage the operation \nof Exchange, App, Account and/or Website; \n \n(viii) \nnot post, promote or transmit through the Website or App any \nunlawful, harassing, libellous, harmful, vulgar, obscene or \notherwise objectionable material of any kind or nature; \n \n(ix) \nif you become aware of any material defect, malfunction, \nmalware, virus or other such deficiency in your Account or that \nthere has been unauthorised access to your Account, notify us \nimmediately of such deficiency, and cease to use the Account \nuntil you have been notified that such deficiency has been \nrectified; and \n \n(x) \nobtain and install all applicable hardware, software, updates, \npatches that are necessary for your use of the Website or the \nApp. \n \n(b) \nIn addition to any other rights under the Agreement, we may suspend, \nterminate and/or replace an Account at any time and without notice to \nyou if we believe this is necessary or desirable to enable us to comply \nwith Applicable Law. \n \n12.4 \nPre-conditions for use of the Exchange \n(a) \nWe may determine whether, and the terms upon which the Exchange is \nmade available to you under the Agreement from time to time, at our \nsole discretion. \n \n(b) \nWithout limiting clause 12.4(a), we may refuse to make the Exchange \navailable to you if, in our opinion: \n \n(i) \nan Event of Default has occurred and is continuing; \n \n(ii) \nyou have provided any incorrect, incomplete or misleading \ninformation or made an incorrect or misleading representation or \nwarranty; \n \n(iii) \nyou have not provided all documents and information requested \nby us or satisfied any pre-condition imposed by us on the \nExchange; or \n \n(iv) \nyou have not provided sufficient evidence that meets our \neligibility criteria use the Exchange. \n \n(c) \nWithout limitation to any other term of the Agreement, we may also \nsuspend or refuse to make the Exchange available if, in our opinion, the \nExchange may: \n \n(i) \nnot comply with Applicable Law; \n \n(ii) \nbe being used to circumvent any Applicable Law; or \n \n(iii) \nresult in us being associated with a Proscribed Person or \nProscribed Address. \n\n37 \n \n12.5 \nWithdrawal or suspension of use of the Exchange \nWe reserve the right to withdraw or suspend your right to use the Exchange at \nany time without prior notice to or any consent from you and without assigning \nany reason for that action. \n \n13 \nExchange Materials \n13.1 \nLimitations on use \n(a) \nYou may not allow or permit any other person to use the Exchange \nMaterials or otherwise deal with them for the benefit of any other person \nor in any way that is not specifically contemplated by the Agreement \n(including by way of downloading, copying, reproducing, adapting, \npublishing, selling, or distributing them) without our express written \nconsent, which we may reject or grant at our own discretion, with or \nwithout conditions. \n \n(b) \nYou will keep all Exchange Materials strictly confidential, except to the \nextent that they are already in the public domain (other than through a \nbreach of the Agreement or any other obligation of confidence). \n \n(c) \nYou will respect and protect all rights, title and interest (including any \nintellectual property rights) in the Exchange Materials. \n \n(d) \nWithout limitation to clause 13.1(c), the Website and/or the App is \nproprietary to Crypto.com. By using the Website and/or the App, \nCrypto.com grants to you and any Authorised Person a personal, limited, \nnon-exclusive, non-transferable, non-sublicensable right to use the \nWebsite and/or the App. \n \n13.2 \nProtection of rights in the Exchange Materials \n(a) \nYou undertake that you, without limiting any other restrictions, will not, \nand will not attempt to: \n \n(i) \ntamper with, modify, adapt, translate, de-compile, reverse- \nengineer or otherwise alter in any way; \n \n(ii) \ncreate derivative works based on, or combine or merge with or \ninto any other software or documentation; \n \n(iii) \ngain unauthorised access to, make unauthorised use of or make \nuse of for any illegal purpose (or any other purpose that is not \ncontemplated in the Agreement); or \n \n(iv) \nremove, erase or tamper with any copyright or proprietary notice \nprinted or stamped on, affixed to, or encoded or recorded on, \n \nany Exchange Materials. \n \n(b) \nCrypto.com is not, at any time, obliged to provide any adaptations, \nenhancements and/or modifications to the Exchange Materials, including \nany updates, patches, bug-fixes and/or upgrades to the Website or App \nor any new versions and/or releases of the Website or the App which \nincorporate new features or functions. \n \n13.3 \nThird party actions \n(a) \nYou acknowledge that we and/or other third parties may take legal action \nagainst you if you breach clauses 13.1 and 13.2 at any time, or if we or \nsuch third parties suspect that you have done so. You may also be \n\n38 \n \nsubject to other fines and penalties in any relevant jurisdiction. You \nundertake to notify us immediately if you become aware of any breach \ndescribed in this clauses 13.1 and 13.2 or that any action described in \nclause 13.2 is being perpetrated or attempted by another person. \n \n(b) \nYou may also be required by us to notify the relevant third parties of any \nbreach by you of any of the Agreement. You also authorise us to do so \non your behalf. \n \n14 \nOngoing requirements \n14.1 \nMaintenance of eligibility \nYou must be able to demonstrate to our satisfaction that you are: \n \n(a) \na resident of an Available Jurisdiction; and \n \n(b) \nnot otherwise prohibited or restricted from accessing or using the \nExchange, \n \non an ongoing basis. \n \n14.2 \nCompliance \nYou must comply with: \n \n(a) \nthe Agreement; \n \n(b) \nApplicable Law, including: \n \n(i) \nAML/CTF Requirements; and \n \n(ii) \nFinancial Crime Regulations, \non an ongoing basis. \n14.3 \nSelf-reporting \nYou must: \n \n(a) \ncontact us immediately; and \n \n(b) \nnot access the Exchange, \n \nif you have reason to believe that you do not meet the requirements set out in \nclauses 14.1 or 14.2. \n \n15 \nPowers of Crypto.com \n15.1 \nPower to revise the Agreement \nSubject to clause 15.2, Crypto.com may revise the Agreement. \n \n15.2 \nNotice \nCrypto.com will provide 14 Business Days’ notice prior to revising any material \nterms of the Agreement: \n \n(a) \nsubject to clause 3.2(e) and any other applicable terms that may permit \nrevisions to take immediate effect, or a shorter notice period; and \n \n(b) \nunless otherwise specified in the relevant notice. \n\n39 \n \n15.3 \nPower regarding transfers and Exchange use \nWithout limitation to any other powers of Crypto.com described in the Agreement, \nwe may: \n \n(a) \nwithdraw or suspend your access use of the Exchange in accordance \nwith the terms of these Exchange Terms and Conditions; or \n \n(b) \nrestrict any transfers to or from your Account if: \n \n(i) \nwe have reason to believe that you have not complied with the \nAgreement; \n \n(ii) \nany Applicable Law or internal policy requires us to do so; or \n \n(iii) \nwe have reason to believe that the transaction is related to any \nunlawful activities. \n \n15.4 \nPower to cancel, reverse or modify Orders \n(a) \nSubject to clause 15.4(b), we may cancel, reverse or modify an Order \nsubmitted by you if we have reason to believe that: \n \n(i) \nthe Order contains errors on price, quantity, or other parameters; \n \n(ii) \nyou have not complied with the Agreement; \n \n(iii) \nany Applicable Law or internal policy requires Crypto.com to do \nso; or \n \n(iv) \nthe Order has been executed based on an aberrant value. \n \n(b) \nCrypto.com must not otherwise cancel or modify any Order merely for its \nown convenience or for the convenience of any other person. \n \n15.5 \nPower to protect market integrity in case of technical fault etc \n(a) \nIf: \n \n(i) \ntechnical issues or other circumstances prevent or degrade your \nability to: \n \n(A) \nsubmit or cancel Instructions; or \n \n(B) \nuse the Exchange; or \n \n(ii) \nCrypto.com considers that intervention is necessary to maintain \nfair, efficient and orderly trading on the Exchange, \n \nthen Crypto.com may take any measure that it deems necessary to \nprotect the integrity of the Exchange. \n \n(b) \nThe measures that Crypto.com may take in accordance with clause \n15.5(a)(i) include: \n \n(i) \ndisabling or restricting access to an Account; \n \n(ii) \nrestricting access via the Website and/or the App; \n \n(iii) \ndisallowing the submission of Orders; \n \n(iv) \nrestricting Order types or imposing conditions on Orders; \n\n40 \n \n(v) \nrestricting your use of the Exchange; \n \n(vi) \nmodifying the operation of the Order Matching Engine or the \nTrade Engine; or \n \n(vii) \nsuspending or limiting trading on the Exchange. \n \n15.6 \nNotification of exercise of power \n(a) \nCrypto.com must notify through the Website and/or the App if it \nexercises any of the powers set out in this clause 15, subject to \nApplicable Law, internal policies and confidentiality requirements. \n \n(b) \nNotwithstanding clause 15.6(a), where Crypto.com only exercises its \npowers in respect of one or more (but not all) persons, then it may notify \nthe relevant persons directly, subject to Applicable Law, internal policies \nand confidentiality requirements. \n \n16 \nRole of Crypto.com \n16.1 \nOur role as agent or principal \n(a) \nBy using the Exchange, you acknowledge that we may act as agent or \nprincipal in relation to any Order that you submit. \n \n(b) \nWhere we act as principal in relation to an Order, this will be stated in the \nrelevant quote and Confirmation in accordance with clauses 5 and 7. \n \n(c) \nWe do not make any representations and warranties with respect to any \nassets that are involved in such transaction. This applies even if we \nundertake certain checks and/or other compliance procedures with \nrespect to the Order. Such procedures are for our own benefit and you \nshould not rely on them. \n \n16.2 \nNo obligation to notify market price movements \n(a) \nUnless otherwise required by Applicable Law, we are not required to \nkeep you informed of any market price movements (or other risk \nmovements) in relation to a Virtual Asset, even if these may harm your \nposition in respect of that Virtual Asset. \n \n(b) \nClause 16.2(a) does not apply to the general provision of information \nprovided on the Exchange, or as is strictly necessary to deliver any \nservices under this Agreement. \n \n16.3 \nConflicts of interest \n(a) \nYou understand and agree that the nature of the trading activities as part \nof the Exchange may create conflicts of interest between your interests \nand those of other clients, counterparties or us. Some of these \ncircumstances are described in other Parts of these Exchange Terms \nand Conditions and in other disclosures that we may make from time to \ntime. \n \n(b) \nIf we act in circumstance where we have a conflict of interest, we will \ntake reasonable steps to ensure you are treated fairly. We may, in our \nabsolute discretion, without giving any reason or notice and without \nincurring any liability of any nature to you, decline to transact with you or \notherwise to act on your Instructions in such circumstances. \n\n41 \n \n16.4 \nServices and activities of Crypto.com \n(a) \nOur activities in connection with the Exchange are non-exclusive. \nSubject to Applicable Law, we may transact with, and provide services \nto, such other persons as we, in our absolute discretion, deem fit and will \nbe duly paid or compensated. \n \n(b) \nUnless required by Applicable Law, we are not liable or under any \nobligation: \n \n(i) \nto account to you any benefit received by us for dealing with, or \nproviding services to, others; or \n \n(ii) \ndisclose to you any fact or thing which may come to our notice in \nthe course of dealing with, or providing services to, others or in \nthe course of its business, \n \nin any other capacity or in any manner whatsoever. \n \n(c) \nWe and other Crypto.com Group Members may take proprietary \npositions or undertake proprietary activities, including hedging \ntransactions related to Orders submitted by you, which may affect the \nmarket price, rate or other market factors underlying an Order. \n \n16.5 \nUse of third parties \n(a) \nYou acknowledge and agree that we: \n \n(i) \nmay use third party service providers, such as exchanges, \nbrokers and custodians, at our discretion in order to provide the \nExchange from time to time; \n \n(ii) \nmay be unable to provide the Exchange if the services of \nappropriate third-party service providers are not available on \ncommercially reasonable terms; and \n \n(iii) \nare not liable for the acts, omissions or unavailability on \nreasonable commercial terms or any Losses sustained in \nconnection with the use, of such third-party service providers, \nprovided that we exercise reasonable care in their selection. \n \n(b) \nWe agree to undertake appropriate due diligence before the appointment \nof any third-party service providers, as well as ongoing due diligence at \nregular intervals, in respect of the ongoing engagement of appointed \nthird-party services providers. Such due diligence will be in accordance \nwith our internal policies and procedures. \n \n16.6 \nACCOUNT PROTECTION PROGRAM  \n(a) \nIf we determine in our sole discretion that there has been an Unauthorised \nTransaction, we may provide relief to you (“APP Relief”) subject to (i) the \nremainder of this Clause 16.6 (ii) Annex III and (iii) your continued \nadherence to these Terms.  \n(b) \nYou must satisfy all conditions imposed by Us under the Terms and as \nfurther clarified in the FAQs, as may be updated from time to time, in order \nto be eligible for consideration for APP Relief. \n(c) \nTo assess your eligibility for APP Relief, we may request for relevant \ninformation and documents from you or any other third party sources. By \nproviding such information, you understand and give your consent to us \nand/or our respective representatives or agents to collect, use, store, \ntransfer and/or disclose the information, to or with all such persons \n(including any Crypto.com Group Member or any third party service \nprovider) for the purpose of enabling CRO DAX Limited to assess your \neligibility for APP Relief. \n\n42 \n \n(d) \nWe will at our sole discretion determine whether you should obtain relief \nand the quantum of such relief (up to the maximum amounts specified \nunder Clause 16.6(f)). In accepting any APP relief, you also agree that (i) \nwe reserve the right to set off any outstanding funds that you may owe us \nand (ii) waive any claims or rights you may have against us for the full \nvalue of the Unauthorised Transaction. We also reserve the right to rescind \nfull or partial payments made pursuant to this APP, or to take any other \nactions against you if we subsequently determine that any information that \nyou have provided was untrue, or that your conduct involved bad faith, \ndishonesty, or fraud. \n(e) \nIf we make a determination in your favour, we maintain any and all rights \nunder these Terms which are consistent with that determination. \nNotwithstanding the rest of this Clause 16.6, you hereby agree that we \nshall not be deemed to have waived our rights under clauses 19, 20 and \nthat all such Terms remain in full force and effect.  \n(f) \nIf we determine that you should obtain relief under the APP, we may \ncalculate your relief as follows, subject to the upper limit set out in this \nClause 16.6 (f)(ii):  \n(i) \nIn the case of an Unauthorised Transaction, we will give you the \namount of the relevant Virtual Asset that is up to the amount that you \nlost. \n(ii) The maximum recovery limit of the Virtual Assets is USD 250,000 \ncalculated by reference to the USD price of those assets as of the date \nof the Unauthorised Transaction or the date that the APP Relief is \ndisbursed, whichever is lower. \n(g) \nYou hereby agree and acknowledge that we maintain the full right and \ndiscretion to amend the terms of as well as suspend or terminate the APP \nwithout prior notice to you, including but not limited to an event where APP \nRelief becomes subject to any prohibitions or restrictions arising from \nApplicable Law.   \n(h) \nYou hereby acknowledge and agree that our determination under Clause \n16.6(d) is full and final, and shall not enliven any process of appeal or \nfurther contest. You furthermore undertake and represent that you waive all \nclaims whatsoever against us and/or our affiliates upon accepting any full \nor partial relief under the APP, regardless of whether any future recoveries \nare made due to our efforts to recover relevant Eligible Virtual Assets. \n \n \n17 \nPrevention of Market Misconduct \n17.1 \nProhibition on Market Misconduct \nYou must not engage in Market Misconduct. \n \n17.2 \nProhibited Orders \nYou must not submit an Order: \n \n(a) \nthat, if Executed, would constitute a Prohibited Transaction; \n \n(b) \nwith a view to concealing or facilitating Market Misconduct by yourself or \nany other person; or \n(c) \nthe primary purpose of which is to transfer Virtual Assets between \nAccounts without creating or reducing the open interest in a Trading Pair. \n \n17.3 \nReporting requirement \nYou must immediately contact Crypto.com if you know, or have reason to \nbelieve, that: \n \n(a) \nyou have engaged in Market Misconduct; \n \n\n43 \n \n(b) \nanother person (including Authorised Person) on the Exchange has \nengaged in Market Misconduct; \n \n(c) \nany other person has engaged in Market Misconduct in respect of the \nExchange or a Virtual Asset generally; or \n \n(d) \nMarket Misconduct is otherwise occurring on the Exchange. \n \n18 \nInformation, representations and warranties \n18.1 \nInformation \n(a) \nIf we ask, you must give us any information about, or documents in \nconnection with, the Agreement or your financial affairs. All information \nor documents must be in the form we require and will be deemed \ncertified by you to be true. \n \n(b) \nYou must obtain the consent of persons named in the Agreement or \nother relevant document, and of any Authorised Person, to our \ncollection, holding and use of their information. You agree that you will \nprovide a copy of any privacy-related policy, statement, circular, notice or \nother terms and conditions made available by us to you from time to time \nto such persons. A copy of our current privacy notice is available on the \nApp and Website. \n \n(c) \nYou consent to us periodically checking your credit status with any credit \nbureau, credit reference agency or similar service provider in any \nrelevant jurisdiction. \n \n(d) \nWithout limiting any other provision of the Agreement, you acknowledge \nand agree that the information and documents contemplated by this \nclause 18.1 may be transferred to and processed and/or stored by us, \nany Crypto.com Group Member and/or any other persons engaged by \nus. Such information and documents may be released or disclosed in \naccordance with the local laws or practice of the jurisdiction to which the \ndata is transferred. \n \n(e) \nWe agree to notify you of any material change to our name, principal \naddress, licensing status, or the Exchange from time to time. \n \n(f) \nWe will notify you in advance of any changes to our rules, procedures or \npolicies that, in our discretion, are applicable to you for using the \nExchange. \n \n(g) \nYou agree to immediately notify Crypto.com of any material misconduct, \nincluding misconduct of any Authorised Person, that may give rise to an \nEvent of Default, or otherwise directly or indirectly affect Crypto.com’s \nrights, this Agreement or the operation of the Exchange. \n \n18.2 \nRepresentations and warranties \nBy making an Application, you represent and warrant that: \n\n44 \n \n(a) \nif you are an individual, you are at least 18 years of age and resident in \nan Available Jurisdiction; \n \n(b) \nif you are a corporation or other legal person, you are duly incorporated \nand/or organised under the laws of an Available Jurisdiction; \n \n(c) \nthe information and documents you provided are true and accurate and \nup-to-date and shall remain true and accurate and up-to-date throughout \nthe term of the Agreement; \n \n(d) \nyou have appropriate knowledge and experience of blockchain \ntechnology, cryptography and smart contracts and the Virtual Assets \napplicable to each Order and related features and risks; \n \n(e) \nyou understand the nature and assume risks of the subject matter of the \nAgreement; \n \n(f) \nyou are capable of assuming, and do assume, all risks associated with \nthe Agreement and any Order, including those risks described in Annex I \nof these Exchange Terms and Conditions; \n \n(g) \nin respect of the Exchange and each Order, you: \n \n(i) \nhave received, read and understand all relevant documents that \nmake up the Agreement; \n \n(ii) \nhave adequate information in relation to your decision to use the \nExchange and submit the Order; and \n \n(iii) \nhave made your own independent decision to use the Exchange \nand submit the Order and that the Exchange and each Order are \nappropriate and proper for you based on your own judgment and \non advice from independent advisers you have considered \nnecessary; \n \n(h) \nyou enter into the Agreement and submit each Order as principal and \nare not acting as an agent for any other person, as trustee of any trust or \non behalf, or for the benefit, of any other person. Without limiting the \ngenerality of this sub-paragraph, no Authorised Person has any interest \nin your Account or any Order; \n \n(i) \nyou have full legal capacity, power and all necessary authorisations to \nown your assets and carry on any business it conducts, to enter into the \nAgreement and submit each Order and to comply with its obligations and \nexercise its rights under them; \n \n(j) \nyou have obtained all necessary authorisations and consents, and taken \nall necessary corporate actions (as applicable) to make all payments and \ndeliveries contemplated by the Agreement; \n \n(k) \nyour obligations under the Agreement are valid, binding and enforceable \nand it will not be in breach of any Applicable Law, authorisation, \ndocument or agreement by entering into or complying with obligations or \nexercising rights under the Agreement or any Order; \n \n(l) \nyou, any Authorised Person, any person who controls you and any \nperson for whom you act, as applicable, is not a Proscribed Person; \n \n(m) \nif you are a corporation or other legal person, the person that enters into \nthe Agreement on your behalf is, and any person representing you in \nrelation to any Order is and will be, duly authorised to do so; \n\n45 \n \n(n) \nall the information given, and representations made, by you (or on your \nbehalf) are correct, complete and not misleading; \n \n(o) \nsince the date of any information you have given us, there has been no \nchange in that information or your financial circumstances that may have \na material adverse effect on your ability to meet any of your obligations \nto us; \n \n(p) \nany device that you or any of your Authorised Persons uses, including \nyour Enabled Device, is not Jailbroken and otherwise meets the device \nrequirements as described in the Exchange FAQs; \n \n(q) \nyou have not withheld any information that might have caused us not to \nenter into the Agreement or not allow your Order to be submitted \n(including information about the assets you own and any Encumbrance \nover them); \n \n(r) \nneither you, nor any assets you own, have immunity from the jurisdiction \nof a court or from legal process in any place; \n \n(s) \nyou are not relying on any communication from us as advice (whether \nwritten or oral) from us, and we are not an advisor to you, in connection \nwith the Agreement or any Order; \n \n(t) \nyou understand the nature and assume risks of the subject matter of the \nAgreement and will seek independent advice where necessary. You \nalso have sources of information other than those provided by us and \nour representatives that you use in evaluating Virtual Assets; \n \n(u) \nat any time that you deliver, or procure the delivery of, Virtual Assets to \nus in connection with an Order or otherwise, you have the absolute right \nto sell, assign, convey, transfer and deliver such Virtual Asset, and are \ndeemed to confirm that it is fully paid and free of any Encumbrance; \n \n(v) \nno action, suit or proceeding at law or in equity before any court, tribunal, \nGovernment Agency or any arbitrator that is likely to affect the legality, \nvalidity or enforceability against you or the Agreement or your ability to \nperform your obligations under the Agreement is pending or, to your \nknowledge, threatened against you; \n \n(w) \nyou are responsible for your own Tax affairs, and you have not \ncommitted or been convicted of any Tax or other criminal offence; \n \n(x) \nno Event of Default has occurred, nor has any event occurred which \nmay, with the giving of notice or lapse of time or fulfilment of any \ncondition, become an Event of Default; and \n \n(y) \nyou understand that all transactions on the Exchange are between \nVirtual Assets, and do not involve Fiat Currencies. \n \n18.3 \nRepetition of representations and warranties \nYou repeat the representations and warranties set out in clause 18.2 every time \nyou: \n \n(a) \nsubmit an Order; \n \n(b) \ngive an Instruction; or \n \n(c) \notherwise operate your Account or use the Exchange. \n\n46 \n \n18.4 \nNotification \nYou must immediately notify us if: \n \n(a) \nan Event of Default occurs; or \n \n(b) \nyou have reason to believe that you cannot truthfully make or repeat the \nrepresentations and warranties set out in this clause 18. \n \n19 \nIndemnities \n19.1 \nYour indemnity \nYou indemnify us and each other Crypto.com Group Member and each of the \nforementioned’s  respective  directors, officers, employees and agents (each, an \n“indemnified party”) against, and must pay the indemnified party on demand \nfor, any Loss the indemnified party reasonably incur in connection with the \nAgreement, your breach of any of the terms of the Agreement, your use of the \nExchange and/or App, and any Order by you, including: \n \n(a) \nthe provision of the Exchange or entry into an Order in circumstances \nwhere we are not in breach of the Agreement; \n \n(b) \nan Event of Default occurs in relation to you; \n \n(c) \nsearches and enquiries made in connection with you (including checking \nfor Insolvency); \n \n(d) \nInstructions given to us by you or an Authorised Person, or a person \npurporting to be you or an Authorised Person provided that we act in \ngood faith when effecting the Instructions, save where we have actual \nknowledge of any fraud or forgery; \n \n(e) \nus acting on, delaying or refusing to act on Instructions from you or an \nAuthorised Person or taking action against you or an Authorised Person; \n \n(f) \nthe settlement or attempted settlement of any Executed Order or any \nfailure to settle any such Executed Order, in circumstances where we \nare not in breach of the Agreement; \n \n(g) \nany service provided by a third party nominated by you; \n \n(h) \nany Tax payable by the indemnified party on, or calculated by reference \nto, any Order or any amount paid or payable by or to you under the \nAgreement (excluding any Tax payable by the indemnified party by \nreference to its net income); \n \n(i) \nany action taken by a third party to gain control of any Virtual Asset \ncontemplated by the Agreement; \n \n(j) \nany person exercising, or not exercising, rights under the Agreement \n(including enforcement action and debt collection Costs, such as \nvaluation fees and auctioneer’s charges); or \n \n(k) \nthe costs of the indemnified party in defending itself successfully against \nany claims of fraud, negligence or wilful default, \n \nin each case except to the extent the Loss is a direct result of the indemnified \nparty’s own gross negligence, fraud or wilful misconduct. \n\n47 \n \n19.2 \nInterest \nYou agree to pay interest on any amounts in respect of which you are required to \nindemnify any person under clause 19.1 or otherwise under the Agreement from \nthe date of demand until the date of receipt by that person in full of such amounts \nand the interest (after as well as before judgment), at the rate of interest \ndescribed in clause 22.2. \n \n19.3 \nFurther steps \nIf we ask, you must: \n \n(a) \nappear and defend at your own cost any action which may be brought \nagainst us in connection with the Agreement; and \n \n(b) \nsign any document we reasonably require to give further effect to this \nclause 19. \n \n19.4 \nApplication of indemnity \nYou agree that the provisions of this clause 19: \n \n(a) \ncontinue in full force and effect in relation to Instructions received before \nwe give notice to you that we will not accept further Instructions; and \n \n(b) \nare unconditional, irrevocable and survive termination of all dealings \nbetween us and you and are not impaired by any act, omission, matter or \nthing that might discharge or impair the indemnity but for this clause. \n \n20 \nOur liability \n20.1 \nExclusion and limitation of liability \nUnless any Applicable Law prohibits us from excluding or limiting our liability or \nwhere the Loss is directly caused by our own gross negligence, fraud or wilful \nmisconduct, we are not liable for any Loss incurred in connection with the \nAgreement, including in connection with: \n \n(a) \nthe general risks of investing or entering into any Order or using the \nExchange, including those described in Annex I; \n \n(b) \nthe provision or unavailability of any Virtual Asset, Account, the \nExchange, the Website or the App; \n \n(c) \ninvesting or holding assets in a particular jurisdiction (including Losses \narising from nationalisation, expropriation or other governmental action, \nfinancial services regulations, currency or asset restrictions, devaluations \nor fluctuations, and market conditions affecting the orderly execution of \ntransactions or affecting the value of assets); \n \n(d) \nthe collection, deposit or credit of invalid, fraudulent or forged Virtual \nAssets transfers; \n \n(e) \neffecting delivery or payment against an expectation of receipt, save \nwhere such delivery or payment is contrary to local market practice; \n \n(f) \nan instruction to deliver Virtual Assets to an exchange, broker, custodian \nor other third party, even if we might have information tending to show \nthat this course of action, or the choice of a particular exchange, broker, \ncustodian or other third party for a transaction, is unwise; \n\n48 \n \n(g) \nany information that we provide on Virtual Assets, market trends or \notherwise, even if such information is provided at your request; \n \n(h) \nsubject to clause 16.5, any act or omission of any exchange, broker, \ncustodian or any other third party, whether or not appointed by us. We \nare not obliged to request such exchange, broker, custodian or any third \nparty to comply with its obligations; \n \n(i) \nthe exercise or attempted exercise of, failure to exercise, or delay in \nexercising, a right or remedy or a delay or error in making payments or \ndeliveries under the Agreement; \n \n(j) \nyou or an Authorised Person’s Instructions, any unauthorised \nInstructions or our refusal to act on any Instruction; \n \n(k) \nany Force Majeure Event; \n \n(l) \na Network Event not reasonably within our control; \n \n(m) \nan Event of Default; \n \n(n) \ntermination of any of the Agreement; or \n \n(o) \nany return or purported return of Virtual Assets in accordance with \nclause 23.9, \n \nand this disclaimer applies where the Loss arises for any reason and even if the \nLoss was reasonably foreseeable or we had been advised of the possibility of the \nLoss. \n \nTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND \nWITHOUT PREJUDICING THE FOREGOING, IN NO EVENT SHALL \nCRYPTO.COM AND CRYPTO.COM GROUP MEMBER, THEIR RESPECTIVE \nSHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, \nATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR \nCONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, \nPUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES \nWHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS \nOF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR \nFINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE \nSERVICES PROVIDED HEREUNDER, ANY PERFORMANCE OR NON- \nPERFORMANCE OF THE SERVICES PROVIDED HEREUNDER, OR ANY \nOTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON \nBEHALF OF CRYPTO.COM OR CRYPTO.COM GROUP MEMBER, WHETHER \nUNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY \nEVEN IF CRYPTO.COM HAS BEEN ADVISED OF THE POSSIBILITY OF \nSUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL \nDETERMINATION THAT SUCH DAMAGES WERE A RESULT OF \nCRYPTO.COM OR CRYPTO.COM GROUP MEMBER’S, GROSS \nNEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. \n \nNOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE \nLIABILITY OF CRYPTO.COM OR CRYPTO.COM GROUP MEMBER, \nAFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, \nDIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, \nREPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR \nIN CONNECTION THE SERVICES PROVIDED HEREUNDER, ANY \nPERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY \nOTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON \nBEHALF OF CRYPTO.COM, CRYPTO.COM GROUP MEMBER, WHETHER \nUNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, \n\n49 \n \nEXCEED THE AMOUNT OF THE FEES PAID BY YOU TO CRYPTO.COM \nUNDER THE AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY \nPRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. \n \n20.2 \nResponsibility for decisions \n(a) \nAll decisions on whether to invest in, hold or dispose of any Virtual \nAssets or to enter into any Order are yours. We are not responsible for \nany decision made by you: \n \n(i) \nto enter into the Agreement or submit any Order, or to use any \nof the Exchange; or \n \n(ii) \nabout any features or risks of any Virtual Asset, or any fees or \nCosts payable in connection with it. \n \n(b) \nWhile some of our employees and agents may be authorised to give you \ncertain types of information about Virtual Assets or other products or \nservices neither our employees nor its agents have any authority to \nmake representations about anything in connection the Agreement. \n \n(c) \nSubject to any Applicable Law, we are not liable for any Loss if its \nemployees or agents act without authority. However, if you consider that \nany representation has been made to you that is not set out in the \nAgreement, you must give us details in writing so that we can clarify it. \n \n20.3 \nHyperlinked sites \n(a) \nWe are not responsible for, do not endorse, and make no representation \nor warranty in connection with, any hyperlinked internet sites through an \nAgreed Communication Method or other internet sites to which you may \nbe referred. We are not responsible for any Loss incurred in connection \nwith those sites. \n \n(b) \nSuch internet sites may contain information that has not been devised, \nverified or tested by us or our officers, employees or agents. We do not \nendorse the accuracy or completeness of such information, nor do we \nguarantee that such information, or the provision of any hyperlinks to \nyou, do not infringe third party rights. \n \n20.4 \nCircumstances beyond our control \nWe are not liable for any Loss incurred in connection with our inability or delay in \nreceiving or executing Instructions or unavailability of funds or any Virtual Asset \ndue to a Force Majeure Event or any circumstances beyond our reasonable \ncontrol. If a Force Majeure Event occurs or any circumstances beyond our \nreasonable control occur, we may take any action we consider appropriate in \nconnection with the Agreement. \n \n21 \nNetwork events \n21.1 \nInfrastructure Participant, Network Participant and Network Event \nIf: \n \n(a) \nany Infrastructure Participant or Network Participant gives a direction, or \nmakes a decision or election, that affects an Executed Order; or \n \n(b) \nany Infrastructure Participant or Network Participant becomes Insolvent \nor is suspended from operating; or \n \n(c) \na Network Event has occurred, \n\n50 \n \nthen we may take any action which we, in our sole discretion, consider \nappropriate to correspond with the direction, decision, election or event (including \na Network Event), or to mitigate any loss incurred or potential loss or impact \nwhich may be incurred as a result of such action or event. Any such action may \nresult in suspension of access to, or adjustment of the balance in, your Account. \nSubject to Applicable Law, any such action will be binding on you (including, \nwhere relevant, making any decision or election in relation to a Network Event). \n \n21.2 \nCooperation and enquiries \nWhere any Infrastructure Participant, Network Participant or any regulatory body \nmakes an enquiry which relates to the Exchange, your Account or an Order, you \nagree to co-operate with us and that any information relevant to the enquiry may \nbe passed to any Crypto.com Group Member, or any Infrastructure Participant, \nNetwork Participant or regulatory body, as may be appropriate. \n \n21.3 \nStaking \nUnless specifically announced through an Agreed Communication Method in \nrelation to a Virtual Asset and subject to the terms therein, we do not support the \nstaking of such Virtual Asset on your behalf and do not distribute any rewards \nassociated with such staking. However, we may stake such Virtual Assets and \nclaim rewards for our own benefit. \n \n21.4 \nNetwork event \nOn each occasion of a Network Event, we in our sole and absolute discretion \nmay determine: \n \n(a) \nin the event of a Fork, which branch of the Fork is recognised and \nsupported, if any, and where necessary to take any action or make any \nelection required to implement such recognition and support of that Fork; \n \n(b) \nin the event of an Airdrop, whether to credit any Virtual Assets received \nby us to the Account or participate in an Airdrop, and upon what terms to \ndo so, such decision regarding the Airdropped Virtual Assets remains \nwith us at all times. We will not be liable to you for failure to credit any \nVirtual Asset to you or participate in any Airdrop. If we do not support an \nAirdrop, we will not claim such Airdrop for our own benefit (unless it is \nunavoidable or impractical to avoid based on the means of distribution); \n \n(c) \nin the event of a Network Event which results in loss of ownership or \ncontrol of Virtual Assets, how such loss is apportioned; and \n \n(d) \nwhether to halt transactions in a specific Virtual Asset (or generally) or \nany other activities for any period of time, which period of time may also \nbe extended in our sole and absolute discretion. \n \nUpon becoming aware of a Network Event, we will notify you through an Agreed \nCommunication Method, as soon as practicable. We will also publish our \ndecision in handling the relevant Virtual Assets in the event of a Network Event at \nleast one Business Day before the occurrence of the Network Event, unless to do \nso is impossible or reasonably impracticable. \n \n22 \nFees and Costs \n22.1 \nPayment of fees and Costs \nYou must pay the fees, charges, commissions and Costs specified by us on the \n“Fees page” on the Website, through another Agreed Communication Method, or \nas otherwise notified by us in writing as applying to the Exchange from time to \ntime. \n\n51 \n \n22.2 \nOverdue payments \nFrom the time any amount under the Agreement is overdue for payment until it is \npaid, you agree to pay interest at our prevailing default interest rate on the \noverdue amount when we ask. This rate is revised by us periodically and is \navailable from us on request. \n \n22.3 \nCalculation \nAny interest payable under the Agreement accrues and is calculated in \naccordance with our usual practice. If default interest is charged under clause \n22.2, we may add to the outstanding amount any interest under this clause which \nhas not been paid. You are then liable for interest under this clause on the total \namount. \n \n22.4 \nNo refund \nUnless otherwise specified in the Agreement, you are not entitled to any refund \nof any Costs, fees or interest you have paid, or subsidy you have received, \nincluding where you cancel an Order, or all or any of the Agreement ends. \n \n22.5 \nCosts on cancellation \nIf all or any of the Agreement ends or you cancel an Order, we may require you \nto pay interest, fees and Costs incurred in connection with the Agreement or \nOrder. \n \n22.6 \nBenefits with Staking \nIf you stake Crypto.org Coin (as referenced in paragraph 3.2 of Annex I) in the \nExchange, you may enjoy the following benefits: \n \n(a) \ndiscount in fees and Costs, details of such discount is specified by us on \nthe Fees page on the Website and App; \n \n(b) \nreceive interest in Crypto.org Coin, details of which are specified on the \nFAQ page on the Website; and \n \n(c) \nany other benefits as may be notified by us in writing via any Agreed \nCommunication Method from time to time. \n \n23 \nTermination, suspension and enforcement \n23.1 \nTermination by either party \nEither you or we may terminate any part of the Agreement, or the Agreement as \na whole, by giving the other party at least seven days’ notice in writing. \n \n23.2 \nTermination by us \nIn addition to our rights in clause 23.1, we may terminate any (or all) of the \nAgreement immediately by notice to you, if: \n \n(a) \nyou provide incorrect, incomplete or misleading information or make a \nrepresentation or warranty that is incorrect or misleading; \n \n(b) \nyou breach any payment or delivery obligation or other term of the \nAgreement, any other agreement with us, or any term of any \narrangement you have with another financial institution, or another \nfinancial institution has suspended or terminated your use of any \nfinancial services; \n \n(c) \nyou become Insolvent or any of your assets are subject to Insolvency \nproceedings; \n\n52 \n \n(d) \nyou act fraudulently or dishonestly; \n \n(e) \nyou disaffirm, disclaim, repudiate or reject, in whole or in part, the \nAgreement, any Confirmation or any Executed Order (or such action is \ntaken by an Authorised Person on your behalf); \n \n(f) \nany Authorised Person or other person asserts any interest in, or right to \ncontrol, your Account by virtue of you having provided access to your \nAccount or otherwise; \n \n(g) \nperformance of any obligation by either you or we under the Agreement \nbreaches, or is likely to breach, any Applicable Law (including AML/CTF \nRequirements, Financial Crime Regulations or market abuse \nrequirements) or is otherwise contrary to any policy we apply as a result \nof an order or sanction issued by any Government Agency; \n \n(h) \nanything occurs which, in our opinion, is likely to have a material adverse \neffect on your ability or willingness to comply with your obligations under \nthe Agreement; \n \n(i) \nperformance of any obligation by either you or we under the Agreement \nbreaches, or is likely to breach, any Applicable Law or is otherwise \ncontrary to any policy we apply as a result of an order or sanction issued \nby any Government Agency; \n \n(j) \nwe are required by Applicable Law to do so; \n \n(k) \nany of your Virtual Assets are subject to enforcement of a judgment or \nare expropriated, compulsorily acquired or resumed on any basis; \n \n(l) \nyou are convicted of a Tax or other crime in any jurisdiction; \n \n(m) \nwe, in our discretion, consider that your Account is being operated or the \nExchange are otherwise being used in an irregular or improper manner; \n \n(n) \nyou fail to provide any information requested under the Agreement, or \nwhere required to do so in compliance with any Applicable Law or the \nrequirement of any contract; \n \n(o) \nany other event of default (however described) under any other \nagreement between you and any Crypto.com Group Member occurs; or \n \n(p) \nyour Account has been inactive for three years. \n \nOur rights under this clause 23.2 do not affect any other right under the \nAgreement and are subject to the giving of any notice, demand or lapse of time \nwhich is required by Applicable Law and cannot be excluded. \n \n23.3 \nAdditional rights to terminate \nOther terms of our Agreement that are applicable to a particular service may \nspecify additional circumstances in which you or we may end the Agreement. \nThese apply in addition to the rights set out in clause 23.1 and 23.2. \n \n23.4 \nThe Agreement \nAfter the Agreement ends, you must: \n \n(a) \nnot use the Exchange and/or operate any Account that is the subject of \nthe termination, or any benefits in connection with the Exchange; \n\n53 \n \n(b) \nimmediately make all payments and deliveries required in connection \nwith the Agreement, your Account, the Exchange and any relevant \nExecuted Orders; and \n \n(c) \ndo any other thing which the Agreement requires to be done when your \nright to use the Exchange and operate your Account ends. \n \n23.5 \nNo effect on rights and liabilities \n(a) \nSubject to clause 23.9, the termination of all (or any) of the Agreement \ndoes not affect any of the rights and obligations of either of us that arose \nbefore termination. You are not entitled to any refund of any fee or \namount paid or subsidy received in connection with the Agreement or \nany Executed Order. \n \n(b) \nAll provisions in the Agreement in connection with payments, clawbacks, \nindemnities, limitation of liability, disclosure of information, set-off, asset \nconversion, Tax, and the provisions in clauses 23.9 and 24 survive \ntermination of the Agreement. \n \n23.6 \nReview of entitlements \nAfter all (or any) of the Agreement ends, we may review and withdraw any \npromotional or preferential arrangement that applies to you. \n \n23.7 \nEnforcement action \nWe may take any action we consider appropriate to enforce the Agreement, \nincluding employing any third-party agent to collect any amount owing, taking \nsteps to enforce its rights against your assets, such as attaching any amount \nowing to those assets, and commencing legal proceedings. \n \n23.8 \nSuspension \nWe may suspend our engagement in any or all of the activities contemplated by \nthe Agreement at any time, including the Exchange generally, for any reason \n(even if no Event of Default has occurred and is continuing), with effect from such \ntime and for such duration as we may determine. If we do so, we will notify you \nas soon as practicable, to the extent permitted by Applicable Law. \n \n23.9 \nPayments and handling of Virtual Assets upon termination \n(a) \nUpon termination of this Agreement, we may return any Virtual Assets \nrecorded in your Account to a designated external address to you in \naccordance with clause 7.11. \n \n(b) \nIf we are unable to return any Virtual Assets to you pursuant to clause \n23.9(a), we will take reasonable steps, as determined in our sole \ndiscretion in the circumstances, to contact you and return the Virtual \nAssets in the form and manner we deem appropriate. \n \n(c) \nIf we are unable to contact you or return the Virtual Assets pursuant to \nclause 23.9(b), we may deal with the relevant amount of Virtual Assets \n(less applicable Costs) as we consider appropriate, as determined in our \nsole discretion. This includes transferring the Virtual Assets to a third \nparty. You will not have any further rights to such amounts. Without \nlimiting any of the foregoing, we are not obliged to hold any such Virtual \nAssets for you. \n\n54 \n \n \n24 \nGeneral terms \n24.1 \nHardware, Trading Tools and other materials \n(a) \nYou are solely responsible for installing and maintaining any applicable \nhardware and Trading Tools for using your Account and the Exchange. \n \n(b) \nYou are required to comply with all systemic requirements imposed in \nrelation to your Account and the Exchange, including installing and \nupdating any applicable security procedures. \n \n24.2 \nPrompt performance \nIf the Agreement specifies when you must perform an obligation, you must \nperform it by the time specified. You must perform all other obligations promptly. \nTime is of the essence in respect of your obligations to deliver or pay any Virtual \nAsset. \n \n24.3 \nWaiver and variation \n(a) \nA provision of the Agreement, or right created under it, may not be \nwaived except in writing signed by the party or parties to be bound and is \nonly effective for the purpose for which it is given. \n \n(b) \nYou acknowledge that various features of the activities contemplated by \nthe Agreement may be changed at any time, including applicable Costs, \nsubject to Applicable Law. \n \n24.4 \nExercise of rights \n(a) \nUnless expressly stated otherwise in the Agreement, we may exercise a \nright or remedy, give or refuse our consent or approval, and/or make any \nother determination or decision, in connection with the Agreement in any \nway we consider appropriate in our absolute discretion, including by \nimposing conditions. We need not provide reasons for any decision we \nmake. \n \n(b) \nExcept for a waiver or variation in accordance with clause 24.3, nothing \nwe do suspends, varies or prevents us from exercising our rights under \nthe Agreement. If we do not exercise a right or remedy fully or at a given \ntime, we can still exercise it later. \n \n(c) \nWe are not liable for any Loss caused by the exercise or attempted \nexercise of, failure to exercise, or delay in exercising, a right or remedy, \nwhether or not caused by our negligence. \n \n(d) \nOur rights and remedies under the Agreement: \n \n(i) \nare in addition to other rights and remedies given by Applicable \nLaw independently of the Agreement; \n \n(ii) \ndo not merge with and are not adversely affected by any other \nagreement and may be executed independently or together with \nany rights or remedies including under any other agreement; \nand \n \n(iii) \nare not affected by any payment, settlement or anything which \nmight otherwise affect them at law including the variation of the \nAgreement or the Insolvency of any person. \n\n55 \n \n24.5 \nApprovals and consents \nBy giving its approval or consent, we do not make or give any warranty or \nrepresentation as to any circumstance relating to the subject matter of the \nconsent or approval. \n \n24.6 \nComplying with a court order \nIf we are served with a court order, we act in accordance with the court order and \nyou must not commence proceedings against us in relation to our actions under \nthe court order. \n \n24.7 \nConsents \nWe may give, or withhold, any consent or approval in connection with the \nAgreement upon such terms as we consider appropriate. \n \n24.8 \nIndemnities \nThe indemnities in the Agreement are continuing obligations, independent of your \nother obligations under it. It is not necessary for us to incur expense or make \npayment before enforcing a right of indemnity in connection with the Agreement. \n \n24.9 \nThird party services \n(a) \nWithout limiting clauses 16.5 and 24.10, but subject to Applicable Law, \nwe may: \n \n(i) \nemploy independent contractors and agents (including \ncorrespondents) or utilise the services of any Crypto.com Group \nMember or other third party to make certain functions or \ninformation available to you and/or otherwise to effect the \nExchange, on terms we consider appropriate; and \n \n(ii) \nchange any service provider at any time without prior notice. \n \n(b) \nIn addition to the Agreement, your use of the Exchange may be subject \nto the terms and conditions imposed by relevant third parties from time to \ntime, as notified to you. \n \n24.10 Assignment and other dealings \n(a) \nYou may not assign, transfer or otherwise deal with your rights or \nobligations under the Agreement to anyone without our prior written \nconsent. \n \n(b) \nWe may assign, transfer or otherwise deal with our rights and obligations \nas we see fit and need not obtain your prior written consent, nor notify \nyou. To the extent that any consent is required under Applicable Law to \neffect a relevant dealing, you agree that this clause 24.10(b) is deemed \nto serve that purpose. \n \n24.11 Compliance with Law \nNothing in the Agreement requires us to do or not do anything if it would or might \nin our reasonable opinion constitute a breach of our policy or any Applicable Law \nor requirement of any Government Agency. \n \n24.12 Inconsistent laws and severability \nTo the extent permitted by Applicable Law: \n \n(a) \nyou waive all rights conferred by Applicable Law which are inconsistent \nwith the Agreement; and \n\n56 \n \n(b) \nthe Agreement otherwise prevails to the extent it is inconsistent with any \nApplicable Law. \n \n(c) \nHowever, if and to the extent that an Applicable Law is inconsistent with \nthe Agreement in a way that would otherwise have the effect of making a \nprovision of the Agreement illegal, void or unenforceable, or contravene \na requirement of Applicable Law or impose an obligation or liability which \nis prohibited by that law, then the Applicable Law overrides the \nAgreement to the extent of the inconsistency, and the Agreement is to be \nread as if that provision were varied to the extent necessary to comply \nwith that Applicable Law and avoid that effect (or, if necessary, omitted). \n \n24.13 Third party rights \nThe Agreement does not create or confer any rights or benefits enforceable by \nany person not a party to it except: \n \n(a) \na Crypto.com Group Member and any other an indemnified party (as \ndefined in clause 19.1) may enforce its rights or benefits in the \nAgreement, including any indemnity, limitation or exclusion of liability; \nand \n \n(b) \na person who is a permitted successor or assignee of our rights or \nbenefits of the Agreement may enforce those rights or benefits. \n \nNo consent from the persons referred to in this clause 24.13 is required for the \nparties to vary or rescind the Agreement (whether or not in a way that varies or \nextinguishes rights or benefits in favour of those third parties). \n \n24.14 Reports \nAny report we obtain is for our use only. Even if we provide a copy of the report \nto you, you cannot rely on it. You cannot sue us, the valuer or consultant if the \nreport is wrong. \n \n24.15 Construction \nNo rule of construction applies to the disadvantage of a party because that party \nwas responsible for the preparation of, or seeks to rely on, the Agreement or any \npart of it. \n \n24.16 Supervening legislation \nAny present or future legislation which operates to vary the obligations of a party \nin connection with the Agreement with the result that another party’s rights, \npowers or remedies are adversely affected (including, by way of delay or \npostponement) is excluded except to the extent that its exclusion is prohibited or \nrendered ineffective by Applicable Law. \n \n24.17 Confidentiality \nEach party agrees not to disclose information provided by any other party that is \nnot publicly available except: \n \n(a) \nto any person in connection with an exercise of rights or a dealing with \nrights or obligations under the Agreement; \n \n(b) \nto officers, employees, legal and other advisers and auditors of any \nparty; \n \n(c) \nto any party to the Agreement or any related companies of any party to \nthe Agreement, provided the recipient agrees to act consistently with this \nclause 24.17; \n\n57 \n \n(d) \nwith the consent of the party who provided the information (such consent \nnot to be unreasonably withheld); \n \n(e) \npublishing relevant Orders and other Instructions on a non-attributed \nbasis on the Exchange; \n \n(f) \nany disclosure the disclosing party reasonably believes is required by \nany Applicable Law or Government Agency; or \n \n(g) \notherwise in accordance with the Agreement. \n \nEach party consents to disclosures made in accordance with this clause 24.17. \n \n24.18 Anti-money laundering and sanctions \n(a) \nNotwithstanding any other provision of the Agreement to the contrary, we \nare not obliged to do or omit to do anything if it would, or might in its \nreasonable opinion, constitute a breach of any AML/CTF Requirements. \n \n(b) \nYou must provide to us upon request all information and documents that \nare within your possession, custody or control reasonably required by us \nfrom time to time, and as necessary in order for us to comply with any \napplicable AML/CTF Requirements. \n \n(c) \nYou agree that we may disclose any information concerning you to any \nGovernment Agency, law enforcement entity, regulatory agency or court \n(in any jurisdiction) where required by any Applicable Law. \n \n(d) \nYou agree to exercise your rights and perform your obligations under the \nAgreement in accordance with all applicable AML/CTF Requirements. \n \n(e) \nYou agree to provide evidence of due authority and specimen signatures \nfor each Authorised Person. \n \n(f) \nYou agree that we may take a sufficient time to consider, verify or block \nan Order, if you or any other person or entity in connection with the \nOrder becomes a sanctioned person or entity, or upon the occurrence of \na match on our sanction filters. \n \n24.19 Complaints \nIf you have any feedback, questions or complaints, please contact us via email at \ncontact@crypto.com. Whilst we strive to respond to you as soon as possible, for \nmore complicated issues, it may take us up to 45 days to resolve and get back to \nyou. You accept and agree that we shall not be responsible for any loss and \ndamage incurred during such period. \n \n25 \nStatements and records \n25.1 \nTransaction records \nYou may access your transaction history and records in your Account. You are \nresponsible for checking Account statements for errors. \n \n25.2 \nReporting mistakes \nYou must report any mistaken or unauthorised Orders, Executed or otherwise, to \nus as soon as possible. Unless otherwise stated, if you do not report such \nOrders to us within three days of the date of the Order, we are entitled to treat \nthe Order as correct. \n\n58 \n \n25.3 \nReversals \nWe may cancel, reverse or debit any Virtual Asset transfer we make under the \nAgreement (including any interest paid) and make any corresponding \nadjustments to an Account: \n \n(a) \nto correct a mistake; \n \n(b) \nif we have not received cleared and unconditional Virtual Assets in full \nand promptly; or \n \n(c) \nif we have reasonable grounds for doing so. \n \n26 \nNotices and communications \n26.1 \nNotices and electronic delivery \n(a) \nYou authorise us to deliver all communications, agreements, documents, \nnotices, disclosures and Confirmations to you by an Agreed \nCommunication Method, or through any other electronic means as we \ndeem fit. \n \n(b) \nIt is your responsibility to ensure that the details of your Agreed \nCommunication Method are correct and the Agreed Communication \nMethod is operational and available for receipt of all communications and \nto notify us of any changes to the details of your Agreed Communication \nMethod as soon as practicable after the change is made. \n \n(c) \nIn some cases, our communications may only be posted on the Website \nor App. \n \n26.2 \nDelivery \n(a) \nCommunications take effect from the time they are received or taken to \nbe received under clause 26.2(b) (whichever happens first) unless a later \ntime is specified in the communication. \n \n(b) \nCommunications are taken to be received: \n \n(i) \nif sent by email: \n \nwhen we receive an automated message confirming delivery; or \n \n4 hours after the time sent (as recorded on the device from which we \nsent the email) unless we receive a delivery failure receipt; \n \n(ii) \nif delivered via other electronic means, 24 hours after we send it; \nand \n \n(iii) \nif posted on the Website or App, at the time of posting. \n \n(c) \nYour notices and communications are effective when we actually receive \nthem in legible form. If that occurs after 5:00pm in the place of receipt or \non a non-Business Day, the relevant notice or communication is taken to \nbe received at 9.00am in that place on the next Business Day and takes \neffect from that time unless a later time is specified. \n \n26.3 \nDigital signatures \nInstructions and communications digitally signed and supported by a digital \ncertificate have the same validity, admissibility and enforceability as if signed in \n\n59 \n \nwriting. Any notice or communication that is digitally signed must comply with \nany Applicable Law. \n \n26.4 \nElectronic contracts \nYou acknowledge and agree that you are satisfied that electronically executed \ncontracts are enforceable despite the legal risks associated with them. You \nagree not to dispute the contents of any notice or communication sent by us \nusing electronic equipment. \n \n26.5 \nClient constitutes more than one person \nIf an Account is established for more than one person in accordance with the \nAgreement, notices and communications (including notices of any variation to the \nAgreement and any statements (including any consolidated statements)) sent to \nthe email notified to us as the email for receipt of notices and other \ncommunications in connection with the Agreement are taken to be given to all \npersons. \n \n26.6 \nRecording of communications \nSubject to any Applicable Law, you agree that we may, without further disclosure \nto, or consent from, you: \n \n(a) \nrecord and monitor our correspondence with you or an Authorised \nPerson (and you confirm you are authorised to provide consent on behalf \nof the Authorised Person); \n \n(b) \nuse the recorded conversations, transcripts, messages or other records \nof correspondence for its internal compliance purposes, in any dispute in \nconnection with the Agreement and in any other manner not prohibited \nby Applicable Law; and \n \n(c) \ndisclose such conversations, transcripts, messages or other records of \ncorrespondence to any applicable regulatory authority, enforcement \nbody or agency, including tax authorities or as otherwise required by \nApplicable Law. \n \n26.7 \nRecords \n(a) \nAll records shown on or provided in connection with the Accounts or \nservices are for your information only. These records are not binding on \nus or any other person. \n \n(b) \nNotwithstanding anything to the contrary contained in the Agreement, in \nany record should there be any inconsistency between: \n \n(i) \nthe information (including any document but not any advice) \navailable on or via the Website or App, the internet or other \nelectronic medium; and \n \n(ii) \nthe information in our records, \n \nthe information in our records will prevail unless there is a manifest error. \n \n(c) \nWe may issue a further record if any previous one contained any errors \nor omissions, in which case that further record will supersede any \nprevious one in all respects (unless it states otherwise). \n \n26.8 \nGoverning law \n(a) \nUnless otherwise specified, the Agreement is governed by the law in \nforce in Hong Kong. \n \n(i) \nNotwithstanding, if you are a Canadian resident, the Agreement \nis governed by the laws of Canada.\n\n60 \n \n(b) \nTo the extent permitted by Applicable Law, the Agreement prevails to the \nextent that it is inconsistent with Applicable Law. Any present or future \nlaw which operates to vary the obligations of Crypto.com in connection \nwith the Agreement with the result that Crypto.com’s rights, powers or \nremedies are adversely affected (including by way of delay or \npostponement) is excluded except to the extent that its exclusion is \nprohibited or rendered ineffective by Applicable Law. \n \n26.9 \nSubmission to arbitration \n(a) \nUnless otherwise specified, any dispute, controversy, difference or claim \narising out of or relating to the Agreement, including the existence, \nvalidity, interpretation, performance, breach or termination thereof or any \ndispute regarding non-contractual obligations arising out of or relating to \nthe Agreement will be referred to and finally resolved by arbitration \nadministered by HKIAC under the HKIAC Administered Arbitration Rules \nin force when the Notice of Arbitration is submitted. \n \n(b) \nYou and we agree that: \n \n(i) \nthe law of this clause is Hong Kong law; \n \n(ii) \nthe seat of arbitration will be Hong Kong; \n \n(iii) \nunless you and we agree otherwise, the number of arbitrators \nwill be 1 and that arbitrator must have relevant legal and \ntechnological expertise; \n \n(iv) \nif you and we do not agree on the arbitrator to be appointed \nwithin 15 Business Days of the dispute proceeding to arbitration, \nthe arbitrator is to be appointed by HKIAC; and \n \n(v) \nthe arbitration proceedings will be conducted in English. \n \n(c) \nNotwithstanding any other provision of the Agreement, you agree that we \nhave the right to apply for injunctive remedies (or an equivalent type of \nurgent legal relief) in any jurisdiction. \n \n(d) \nNotwithstanding anything contained in this section, if you are a resident \nof Canada, any dispute, controversy or claim arising out of, in connection \nwith, or relating to this Agreement, including, but not limited to the \nformation, execution, validity, application, interpretation, performance, \nbreach, termination or enforcement, of this Agreement shall be submitted \nto final and binding arbitration. The arbitration shall be conducted under \nthe arbitration laws of the Province of British Columbia and pursuant to \nthe ADR Institute of Canada’s Arbitration Rules (the “Rules”) in force at \nthe time the Dispute is submitted to arbitration. Unless otherwise agreed \nin writing, there will be one (1) arbitrator, appointed in accordance with \nthe Rules.  The place of the arbitration will be British Columbia.  The \nlanguage of the arbitration will be English, except when prohibited by \nApplicable Law.  The law of the arbitration will be the laws of the \nprovince or territory in Canada where you live or where most recently \nlived and the laws of Canada. All interim awards, partial final awards and \nfinal awards of the arbitrators will be final and binding upon the parties \nregarding all matters submitted to arbitration, with no rights of appeal, \neven on questions of law. Any party may have recognised and enforced \nany interim awards, partial final awards and awards rendered by the \narbitrators in any court having jurisdiction. \n \n26.10 Serving documents \nWithout preventing any other method of service, any document in an action may \nbe served on: \n \n(a) \nus by being delivered or left at the address details stated on the front \n\n61 \n \npage of these Exchange Terms and Conditions; and \n \n(b) \nyou by being delivered at the address last notified to us. \n\n62 \n \nAnnex I Risk disclosure statement \n \n \n \n \n \n \n1 \nTransaction and Exchange risks \n1.1 \nRisks of Virtual Asset trading \nThe prices of Virtual Assets fluctuate, sometimes dramatically. The price of a \nVirtual Asset may move up or down, and may become valueless. \n \nIt is as likely that losses will be incurred rather than profit made as a result of \nbuying and selling Virtual Assets. \n \n1.2 \nNature of Virtual Assets \nThe Virtual Assets are not legal tender. They may not be backed by physical \nassets, and are not backed or guaranteed by a government. They may not have \nintrinsic value. Some of the Virtual Assets may not circulate freely or widely, and \nmay not be listed on any secondary markets. \n \nVirtual Assets are generally a high-risk asset class. They may or may not be \nSecurities. You should exercise caution in relation to the trading of Virtual \nAssets, and Virtual Assets themselves. \n \nTransactions involving Virtual Assets are irrevocable. Lost or stolen Virtual \nAssets may be irretrievable. Once a transaction has been verified and recorded \non a blockchain, loss or stolen Virtual Assets generally will not be reversible. \nIMPORTANT \nTrading in Virtual Assets and using the Exchange involve risks, some of which \nare set out below. These risks, and additional risks arising either now or in the \nfuture, could result in the loss, failure or destruction of your assets, inability to \nreceive any benefits available to you, other losses and termination of the \nExchange. \nYou must consider carefully whether the risks set out below, as well as all other \napplicable risks, are acceptable to you prior to any Order. \nYou must seek professional advice regarding your particular situation before \ntrading in Virtual Assets or using the Exchange. You must also check the latest \nterms applicable as they may change from time to time. \nTHE RISK OF LOSS IN TRANSACTIONS INVOLVING VIRTUAL ASSETS CAN BE \nSUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER \nSUCH TRANSACTIONS ARE SUITABLE FOR YOU IN LIGHT OF YOUR \nINVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, YOUR TOLERANCE \nTO RISKS AND YOUR INVESTMENT EXPERIENCE. YOU SHOULD BE CAPABLE \nOF BEARING A FULL LOSS OF THE AMOUNTS INVESTED AS A RESULT OF OR \nIN CONNECTION WITH ANY ORDER AND ANY ADDITIONAL LOSS OVER AND \nABOVE THE INITIAL AMOUNTS INVESTED THAT MAY BECOME DUE AND \nOWING BY YOU. IN CONSIDERING WHETHER TO TRADE OR INVEST, YOU \nSHOULD INFORM YOURSELF AND BE AWARE OF THE RISKS GENERALLY, \nAND IN PARTICULAR SHOULD NOTE THE FOLLOWING SPECIFIC RISK \nFACTORS WHICH MAY APPLY TO ANY GIVEN ORDER. \n\n63 \n \n1.3 \nReliance on distributed ledger technology \nVirtual Assets rely on various types of distributed ledger technology. Some of \nthis technology is open source software that is built upon experimental \ntechnology, namely blockchain. Risks arising from this reliance include the \nexistence of technical flaws in the technology, targeting by malicious persons, \nmajority-mining, consensus-based or other mining attacks, changes in the \nconsensus protocol or algorithms, decreased community or miner support, rapid \nfluctuations in value of relevant Virtual Assets, the existence or development of \ncompeting networks, platforms and assets, flaws in the scripting language, \ndisputes between developers, miners and/or users and regulatory action. \n \n1.4 \nVirtual Assets may be complex products \nVirtual Assets may be complex products by virtue that the terms, features and/or \nrisk are not readily understood due to the complex structure, novelty and reliance \non technological features. \n \n1.5 \nVolatility of Virtual Assets \nThe value of the Virtual Assets may fluctuate significantly over a short period of \ntime. The volatile and unpredictable fluctuations in price may result in significant \nlosses over of short period of time. \n \nAny Virtual Asset may decrease in value or lose all of its value due to various \nfactors including discovery of wrongful conduct, market manipulation, change to \nthe nature or properties of the Virtual Asset, governmental or regulatory activity, \nlegislative changes, suspension or cessation of support for a Virtual Assets or \nother exchanges or service providers, public opinion, or other factors outside of \nour control. Technical advancements, as well as broader economic and political \nfactors, may cause the value of Virtual Assets to change significantly over a short \nperiod of time. \n \n1.6 \nMarket, liquidity and conversion risk \nWhere an Order is denominated in particular Virtual Assets other than your \nprimary reference asset, or where you convert Assets following the Execution of \nan Order, there is a risk that if the exchange markets move against you, then \nupon maturity or any earlier dealing the net proceeds may be significantly less \nthan the initial amount in your primary reference asset, and any income or gains \nmay be entirely negated. \n \nThe value of a particular Virtual Asset may decline, or be completely and \npermanent lost, should the market for that Virtual Asset disappear. There is no \nassurance that a market for a particular Virtual Asset will continue to do so in the \nfuture. This is because the value of an Asset may be derived, among other \nthings, from the continued willingness of market participants to exchange that \nVirtual Asset. \n \nThere is the possibility for you to experience losses due to the inability to sell or \nconvert assets into a preferred alternative asset immediately or in instances \nwhere conversion is possible but at a loss. Such liquidity risk in an asset may be \ncaused by the absence of buyers, limited buy/sell activity or underdeveloped \nsecondary markets. \n \nThere is no assurance that a person who accepts a Virtual Asset as payment, will \ncontinue to do in the future. \n \nYou may also suffer loss as a result of depreciation of the value of the Virtual \nAsset paid as a result of controls imposed by a Government Agency. \nRepayment or payment of amounts due to you may be delayed or prevented by \nexchange controls or other actions imposed by governmental or regulatory \nbodies over Virtual Asset that they control or regulate. \n\n64 \n \n1.7 \nNot a deposit \nWithout limiting clause 4.2(d), any Eligible Virtual Assets held by us are not held \nas “deposits”, nor are they intended to be held as any other regulated product or \nservice under Applicable Law. \n \n1.8 \nRisks associated with statutory protection schemes \nYou should be aware that in comparison to other assets, including Fiat \nCurrencies and trading: \n \n(a) \nany Order in respect of Virtual Assets may not subject to a right to claim \nunder any investor compensation fund established by any Government \nAgency; and \n \n(b) \nany Virtual Assets held in an Account may not be protected deposits, \nand may not be protected by any deposit protection scheme in any \njurisdiction. \n \nThis means that Virtual Assets may have a reduced level or type of protection \ncompared to Fiat Currencies, as well as other products and asset classes. \n \n1.9 \nCommissions and fees \n(a) \nBefore conducting any Order, you should obtain details of all \ncommissions, fees and Costs for which you will be liable. \n \n(b) \nIf any of the fees and Costs are not clear to you, you should request the \nfee and Costs that will be applicable in specific monetary terms before \nentering into an Order. \n \n1.10 \nRisks of assets subject to other overseas laws \nVirtual Assets received or held by us may be are subject to other applicable laws \nand regulations of the relevant overseas jurisdictions. \n \n1.11 \nRisks relating to Authorised Persons \nThere are substantial risks in allowing another person to trade or operate your \nAccount or any other account you have with us, and it is possible that \nInstructions could be given by persons who are note properly authorised. You \naccept all of the risks of such an operation and irrevocable release us from all \nliabilities arising out of or in connection with such Instructions. \n \n1.12 \nSuspension of the Exchange and Network Events \nIt may be difficult or impossible to liquidate a position in the Virtual Assets under \ncertain circumstances. Certain Network Events may occur rapidly and affect the \nability to conduct transactions on the Exchange. Information relating to these \nNetwork Events may be difficult to ascertain ahead of time and may be subject to \nlimited oversight by any third-party who is capable of intervening to stabilise the \nnetwork. \n \n2 \nCybersecurity and technology-related risks \n2.1 \nLoss of private key is permanent and irreversible \nYou alone are responsible for securing your private key in respect of any \naddress. \n \nLosing control of your private key will permanently and irreversibly deny you \naccess to your Virtual Assets. Neither we nor any other person will be able to \nretrieve or protect your Virtual Asset. Once lost, you will not be able to transfer \n\n65 \n \nyour Virtual Asset to any other address or wallet. You will not be able to realise \nany value or utility that the Virtual Asset may hold now or in future. \n \n2.2 \nTransactions irreversible \nThe nature of Virtual Asset transfers is that they are irreversible. This means \naccidental or fraudulent transactions in respect of Virtual Assets may not be \nrecoverable. \n \n2.3 \nForks and attacks \nVirtual Assets may be subject to Forks or attacks on the security, integrity or \noperation of the networks, including Network Events. Such events may affect the \nfeatures, functions, operation, use or other properties of any Virtual Asset, \nnetwork or platform. \n \nThe events may also severely impact the price or value of any Virtual Assets, or \neven result in the shutdown of the network or platform associated with the Virtual \nAsset. Such events may be beyond the control of Crypto.com, or to the extent \nCrypto.com has any ability to impact such event, Crypto.com’s decision or \nactions may not be in your interests. \n \n2.4 \nCyber-attacks and fraudulent activity \nThe technologic reliance of the Exchange on the Internet exposes you to an \nincreased risk of fraud or cyber-attack. Virtual Assets, an Account, a service, an \nAgreed Communication Method or a Trading Tool may be targeted by malicious \npersons who may attempt to steal Virtual Assets, or otherwise intervene in the \nOrder or any of the Exchange. \n \nThis includes (but is not limited to) interventions by way of: \n \n(a) \ndistributed denial of service; \n \n(b) \nsybil attacks; \n \n(c) \nphishing; \n \n(d) \nsocial engineering; \n \n(e) \nhacking; \n \n(f) \nsmurfing; \n \n(g) \nmalware; \n \n(h) \ndouble spending; \n \n(i) \nmajority-mining, consensus-based or other mining attacks; \n \n(j) \nmisinformation campaigns; \n \n(k) \nForks; and \n \n(l) \nspoofing. \n \nVirtual Assets, Accounts, Agreed Communication Methods, Trading Tools or the \nExchange may also be vulnerable to exploitation of vulnerabilities in smart \ncontracts and other code, as well as to human error. \n \nA limited amount of your Virtual Assets may be stored in hot wallets (ie online \nenvironments which provide an interface with the internet), which can be prone to \n\n66 \n \nhacking or cyber-attacks. Cyber-attacks resulting in the hacking of virtual asset \ntrading platforms and thefts of virtual assets are common. Victims may have \ndifficulty recovering losses from hackers or trading platforms. This could result in \nsignificant loss and/or other impacts that may materially affect your interests. \n \nThe above events may affect the features, functions, operation, use, access or \nother properties of the Virtual Assets, your Account, an Agreed Communication \nMethod or the Exchange. \n \n2.5 \nTargeting by malicious persons \nMalicious entities may target you in an attempt to steal any asset that you may \nhold, or to claim any asset that you may have purchased. This may involve \nunauthorised access to your Account, your private keys, your addresses, your \npasswords, your email or social media accounts, your log-in details or access \nmethod for the Account, as well as unauthorised access to your computer, \nsmartphone and any other devices that you may use. \n \nYou alone are responsible for protecting yourself against such actions. \n \n2.6 \nCryptographic advancements \nDevelopments in cryptographic technologies and techniques, including (but not \nlimited to) the advancement of artificial intelligence and/or quantum computing, \npose security risks to all cryptography-based systems including the Virtual \nAssets, the Account, Agreed Communication Methods or the Exchange. \n \nApplying these technologies and techniques to the Virtual Assets, an Account, \nAgreed Communication Method or the Exchange may result in theft, loss, \ndisappearance, destruction, devaluation or other compromises of the Virtual \nAssets, an Account, Agreed Communications Methods, the Exchange or your \ndata (as applicable). \n \n2.7 \nReliance on the internet and other technologies \nVirtual Assets and the Exchange rely heavily on the internet and other \ntechnologies (including the Agreed Communication Methods). However, the \npublic nature of the internet means that either parts of the internet or the entire \ninternet may be unreliable or unavailable at any given time. Further, interruption, \ndelay, corruption or loss of data, the loss of confidentiality in the transmission of \ndata, or the transmission of malware may occur when transmitting data via the \ninternet and/or other technologies. The result of the above may be that your \nOrder is not executed according to your instructions, at the desired time, or not at \nall. \n \nNo authentication, verification or computer security technology is completely \nsecure or safe. \n \nThe internet or other electronic media (including without limitation electronic \ndevices, services of third-party telecom service providers such as mobile phones \nor other handheld trading devices or interactive voice response systems) are an \ninherently unreliable form of communication, and such unreliability may be \nbeyond Crypto.com’s control. \n \nAny information (including any document) transmitted, or communication or \ntransactions made, over the internet or through other electronic media (including \nelectronic devices, services of third party telecommunication service providers \nsuch as mobile phones or other handheld trading devices or interactive voice \nresponse systems) may be subject to interruption, transmission blackout, \ndelayed transmission due to data volume, internet traffic, market volatility or \nincorrect data transmission (including incorrect price quotation) or stoppage of \nprice data feed due to the public nature of the internet or other electronic media. \n\n67 \n \n2.8 \nRisks relating to timing \nAn Order is binding upon completion of the steps described in these Exchange \nTerms and Conditions. Following this, the Order will not be reversed unless \notherwise provided in this Agreement. There is a risk that the final binding Order \ndoes not occur at the same time as Instructions are provided. \n \nYou may suffer loss due to the fact that an Order is not carried out at the desired \ntime. In particular, contingent orders, such as “stop-loss” or “stop-limit” orders, \nmay not limit your losses to the intended amounts, since market conditions may \nmake it impossible to execute such Orders. \n \n2.9 \nUnauthorised access \nUnauthorised third parties may access your Account and submit Orders without \nyour knowledge or authorisation, whether by obtaining control over another \ndevice or account used by you, or by other methods. \n \n2.10 \nExchange materials may not be up to date \nCrypto.com is not obliged to provide any adaptations, enhancements and/or \nmodifications to the Exchange Materials. This means, for example in relation to \nthe App, that you may have an out of date version of the App, and new features \nmay not be incorporated to the version of the App you use. It is your \nresponsibility to ensure you update and download applicable updates and \nversions. \n \n2.11 \nUse of Jailbroken devices \nThe use of the App on a Jailbroken device may compromise security and lead to \nfraudulent transaction as well as an Event of Default. You may suffer loss as \nwell as a termination of this Agreement. \n \n3 \nGeneral risk statements \n3.1 \nJurisdiction-related risks \nResidents, Tax residents or persons having a relevant connection with \njurisdictions other than Available Jurisdictions are prohibited from using the \nExchange and from submitting Orders. Changes in your place of domicile or \nApplicable Law may result in you violating any legal or regulatory requirements of \nyour applicable jurisdiction. \n \nYou are responsible for ensuring that any Order is, and remains lawful despite \nchanges to Applicable Law, your residence and circumstances. \n \n3.2 \nProduct-related risks \nCrypto.com Group Members may have issued certain Virtual Assets, whereas \nother Virtual Assets are issued by third parties. \n \nIn any event, you must read the applicable product terms, product information \nand risk disclosures carefully before entering into an Order. \n \nNo product term or product information has been subject to regulatory approval, \nunless expressly stated otherwise. You should exercise caution in respect of any \nsuch offer. \n \nFor any Virtual Asset products that have been authorised by a regulator, \nauthorisation does not imply any official recommendation or endorsement of the \nproduct by the regulator, nor does it guarantee the commercial merits of a \nproduct or its performance. \n\n68 \n \nYou should seek independent professional advice before making any investment \ndecision. \n \n3.3 \nTax treatment and accounting \nSome Virtual Assets and Orders may be subject to the tax laws and regulations \nin an applicable jurisdiction. The tax treatment and accounting of Virtual Assets \n(and any ancillary benefits) is a largely untested area of law and practice that is \nsubject to changes. Tax treatment of Virtual Assets may vary amongst \njurisdictions. We may receive queries, notices, requests or summons from tax \nauthorities and as a result may be required to furnish certain information about \nthe Order. \n \nAmong the accounting profession, there are no agreed standards and practices \nfor how an auditor can perform assurance procedures to obtain sufficient audit \nevidence for the existence and ownership of the Virtual Assets, and ascertain the \nreasonableness of the valuations. \n \nIf you are unsure about the tax implications of your Orders, you should seek \nindependent professional advice before carrying out an Order. \n \n3.4 \nInflation Risk \nVirtual Assets may, either because of the inherent design of the Virtual Asset or \nthrough Network Events, not be a fixed supply of assets. Where additional \nVirtual Assets are created, the asset’s price may decline due to inflationary \neffects of adding additional Virtual Assets to the total assets available. \n \n3.5 \nConcentration risk \nAt any point in time, one or more persons may directly or indirectly control \nsignificant portions of the total supply of any particular Virtual Asset. Acting \nindividually or in concert, these holders may have significant influence, and may \nbe able to influence or cause Network Events which may have a detrimental \neffect on price, value or functionality of the Virtual Assets. Network Participants \nmay make decisions that are not in your best interest as a holder of Virtual \nAssets. \n \n3.6 \nCountry risks \nIf a transaction is made in any Virtual Asset issued by a party subject to foreign \nlaws or transactions made on markets in other jurisdictions, including markets \nformally linked to a domestic market, recovery of the sums invested and any \nprofits or gains may be reduced, delayed or prevented by exchange controls, \ndebt moratorium or other actions imposed by the government or other official \nbodies. Before you submit an Order, you should satisfy yourself about any rules \nor laws relevant to that particular Order. \n \nYour local regulatory authority will be unable to compel the enforcement of the \nrules of regulatory authorities or markets in other jurisdictions where your \ntransactions have been effected. You should obtain independent advice about \nthe different types of redress available in both your home jurisdiction and other \nrelevant jurisdictions before you start to trade. If your country of residence \nimposes restrictions on Virtual Assets, we may be required to discontinue your \naccess to the Account, and may not be permitted to transfer Virtual Assets back \nto you or permit you to transfer Virtual Assets from the Account to yourself or \nothers, until such time as the regulatory environment permits us to do so. \n \n3.7 \nRegulatory uncertainty \nAll Virtual Asset are potentially exposed to legal and regulatory risks. The legal \nand regulatory treatment of some of the Virtual Assets may change. Regulation \nof Virtual Assets is unsettled and rapidly changing. Legal and regulatory \n\n69 \n \ntreatment varies according to the jurisdiction. The effect of regulatory and legal \nrisk is that any Virtual Asset may decrease in value or lose all of its value due to \nlegal or regulatory change. This may affect the value or potential profit of a \nVirtual Asset Order. \n \nWe may cancel or modify your Order, restrict or suspend your use of the \nExchange or your Account to comply with Applicable Law or for other reasons as \nspecified in the Agreement. \n \nWe recommend you obtain independent legal, tax and financial advice and that \nyou continue to monitor the legal and regulatory position in respect of the Virtual \nAssets and your Orders. \n \n3.8 \nConflicts of interest \nWe or other virtual asset trading platform operators may be acting as agents as \nwell as principals for you. We or other service providers may facilitate the initial \ndistribution of Virtual Assets (such as, initial coin offerings), facilitate secondary \nmarket trading, or both, as in a traditional exchange, alternative trading system or \nsecurities broker. If these operations are not under the purview of any regulator, \nit would be difficult to detect, monitor and manage conflicts of interest. \n \n3.9 \nAuthorised Persons \nProviding access to your Account to any other person involves risk. You must \ntake all necessary steps to assure yourself that any Authorised Person is \nappropriate. You must also adopt such controls as you see fit to monitor the \nactivities of such persons in relation to your Account to ensure they remain \nappropriate to act in that capacity. \n\n70 \n \nAnnex II Sub-Account Terms and Conditions \n \n \n \n \n \n \n \n \nTHIS IS AN IMPORTANT DOCUMENT. \nPLEASE READ IT CAREFULLY AND KEEP IT FOR FUTURE \nREFERENCE.  \nThis document contains important information which applies to your dealing with \nus in relation to the use of Sub-Accounts on the Exchange, if applicable. You \nshould read this document carefully and keep it for future reference. \nThis document and other terms that apply to your activities may change from time to time. \nYou should check our website for the latest terms and additional information before you \nenter into any new transaction. \n\n71 \n \n \n \n \n1 \nIntroduction \n1.1 \nAbout this Addendum \n(a) \nThis Addendum sets out the terms and conditions that apply to Sub- \nAccounts and related services. \n \n(b) \nThe Exchange Terms and Conditions apply to this Addendum. \n \n(c) \nThe Sub-Account FAQs apply to this Addendum. The Sub-Account \nFAQs may be amended or varied by us from time to time through an \nAgreed Communication Method. The updated Sub-Account FAQs will \napply from when they are published. Please ensure you always check \nthe latest published version. \n \n(d) \nThe Addendum and the Sub-Account FAQs form part of the Agreement. \n \n1.2 \nAdditional definitions \nIn this Addendum, the following terms have the following meanings, unless the \ncontrary intention appears. Other terms have the meaning given to them in the \nExchange Terms and Conditions. \n \nAddendum means this “Addendum – Sub-Account Terms and Conditions”. \n \nApplicable Fees means any fees relating to Sub-Accounts, as set out in the \nSub-Account FAQs. \n \nExchange Terms and Conditions means the document described as such and \npublished by Crypto.com. \n \nMaster Account means your primary account accessible by you under the \nExchange Terms and Conditions. \n \nSub-Account means any additional and subsidiary account to the Master \nAccount approved by Crypto.com under this Addendum. \n \nSub-account FAQs means the applicable Sub-Account FAQs published on the \nWebsite or App by Crypto.com. \n \n2 \nPriority and references to Accounts \n2.1 \nPriority \nSubject to the application of any mandatory provisions of any Applicable Law, if \nthere is any inconsistency between: \n \n(a) \nthis Addendum and the Exchange Terms and Conditions and any \nspecific terms applicable to a particular service that forms part of the \nAgreement, or to a particular jurisdiction, these specific terms prevail; \n \n(b) \nthis Addendum and the Sub-Account FAQs, this Addendum prevails; or \n \n(c) \nthis Addendum and any other addenda governing specific products or \nservices provided by Crypto.com, this Addendum prevails. \n\n72 \n \n2.2 \nReferences to “Account” \nIf Crypto.com has agreed to make Sub-Accounts available to you under this \nAddendum, references to “Account” in the Exchange Terms and Conditions \nshould be construed to mean the Master Account and each Sub-Account, unless \nexpressly stated otherwise in this Addendum or in writing by Crypto.com. \n \n3 \nSub-Accounts \n3.1 \nApplication \n(a) \nCrypto.com may make Sub-Accounts available to you: \n \n(i) \nin accordance with the Agreement; and \n \n(ii) \nat our discretion, and only if: \n \n(A) \nwe have approved your Application and granted you a \nMaster Account; \n \n(B) \nyou have given us a separate application to create a \nSub-Account and any other document, information or \nconsent that we require; \n \n(C) \nwe have obtained any other information about you that \nwe consider necessary; and \n \n(D) \nan Event of Default has not occurred and is, in \nCrypto.com’s view, not likely to occur; and \n \n(iii) \nsubject to any further conditions relating to Sub-Accounts \nspecified in the Sub-Account FAQs. \n \n(b) \nDifferent eligibility criteria may apply between applicants. We may \nrefuse your Application for any reason. Unless required by Applicable \nLaw, we do not need to give reasons for refusing or accepting an \nApplication. \n \n(c) \nIf you are a resident of a particular Available Jurisdiction, or have a \nrelevant connection to a particular jurisdiction, additional terms and \nconditions may apply as notified by us at any time. \n \n(d) \nA reference to “terms and conditions” in forms, statements, brochures \nand other documents we provide is a reference to the relevant terms \ncontained in the Agreement. \n \n4 \nEstablishing and using Sub-Accounts \n4.1 \nEstablishing Sub-Accounts \n(a) \nIf we approve your application: \n \n(i) \nwe will open one or more Sub-Account(s) in your name; \n \n(ii) \nwe may grant to you a non-exclusive, non-transferable personal \nright to use your Sub-Account(s) to trade Virtual Assets, in \naddition to the Master Account; and \n \n(iii) \nyou may only use the Exchange, the Master Account, Sub- \nAccount(s), an Agreed Communication Method and Exchange \nMaterials for your own needs. \n\n73 \n \n(b) \nYou may only hold one Master Account. \n \n(c) \nThe number of Sub-Accounts you may hold is subject to Crypto.com’s \nsole discretion, and is described on the Sub-Account FAQs. \n \n(d) \nWe have the sole discretion as to the opening, operation and closure of \na Sub-Account or wallet(s) that forms part of your Sub-Account. Without \nlimiting the terms of the Agreement, we may, at any time, without liability: \n \n(i) \nvary, suspend or close a Sub-Account; \n \n(ii) \nspecify or vary the scope and extent of a Sub-Account and the \nExchange; \n \n(iii) \nprescribe the specific products, services and/or Virtual Assets \nsupported in respect of a Sub-Account; \n \n(iv) \nset or vary any limit regarding a Sub-Account; or \n \n(v) \nrestrict or impose conditions or limits on a Sub-Account. \n \n(e) \nAll Sub-Accounts are established and maintained by us for the sole \npurpose of providing the Exchange and recording relevant Virtual Asset \nmovements. In no circumstances should a Sub-Account be interpreted \nas a banking or custody service, or a stored value facility, of any kind. \n \n4.2 \nSub-Account operations \n(a) \nWithout limiting our other rights or obligations under the Agreement, and \nsubject to Applicable Law: \n \n(i) \nwe will record, in your Sub-Account, any amounts of Virtual \nAssets received by us from you in connection with the \nExchange; \n \n(ii) \nwe may deduct from your Sub-Account and pay, whether to us \nor otherwise: \n \n(A) \nany Applicable Fees and Costs; \n \n(B) \nany payments required in respect of an Executed Order; \n \n(iii) \ntransfer Virtual Assets in accordance with clause 4.3. \n \n(b) \nWe may make payments from your Sub-Account without any express \ninstructions from you, and you authorise us to make such payments in \naccordance with the Agreement. \n \n4.3 \nTransfers \n(a) \nYou may transfer Virtual Assets: \n \n(i) \nwithin any wallets that are associated with a specific Sub- \nAccount; and \n \n(ii) \nbetween different Sub-Accounts, and between a Sub-Account \nand the Master Account, through Spot Wallets associated with \nSub-Accounts and the Master Account, as applicable. \n \n(b) \nYou may only request us to transfer Virtual Assets recorded in your Spot \nWallet to an external digital address, through your Master Account in \naccordance with the Exchange Terms and Conditions. \n\n74 \n \n4.4 \nSub-Account access and additional restrictions \n(a) \nYou may access and view the Master Account and all applicable Sub- \nAccounts. \n \n(b) \nCrypto.com may impose restrictions on the visibility of, and access to, \nSub-Accounts, including those described in clause 4.5 and in respect of \nAuthorised Persons. \n \n4.5 \nAdditional terms for certain corporate users \n(a) \nIn addition to issuing a Master Account user name and password, we \nmay in our sole discretion, issue you with Sub-Account user name and \npassword, or other appropriate log-in details or access method for your \nSub-Account. \n \n(b) \nAn Authorised Person who has access and visibility to a Sub-Account \nwith separate user name and password described in clause 4.5(a) \ncannot view the Master Account or any other Sub-Account, unless \nspecifically authorised by you. \n \n(c) \nYou are responsible for ensuring that any Authorised Person keeps the \napplicable log-in details or access method confidential so that the \napplicable Sub-Account cannot be accessed or used by an \nunauthorised person. \n \n(d) \nYou, and any Authorised Person, must comply with any specifications \nthat we make in relation to the use of the Exchange and an Agreed \nCommunication Method. This includes with respect to any \nauthentication and other security procedures. \n \n4.6 \nSet-off: Sub-Accounts \nSub-Account do not affect any set-off or other rights that we have under the \nAgreement. In addition: \n \n(a) \nif a deficit or liability arises on one or more Sub-Accounts, Crypto.com \nreserves the right in its sole discretion, to take any action to offset that \ndeficit, in part of in full, against one or more Sub-Accounts or the Master \nAccount with a positive balance; and \n \n(b) \nyou acknowledge and agree that Crypto.com may not issue you a notice \nwhen it exercises its rights under this this clause 4.6. \n \n4.7 \nApplicable Fees \nYou agree to pay the Applicable Fees for the use of Sub-Accounts, in addition to \nany other amounts payable under the Agreement. \n \n5 \nRepresentations and warranties \nWithout limitation to the representations warranties in the Exchange Terms and \nConditions, you represent and warrant that: \n(a) \neach and every Sub-Account is opened and operated for you on your \nown behalf, and not for any third party as agent or otherwise; and \n \n(b) \nyou may not under any circumstances allow any other person, other than \nan Authorised Person, to use a Sub-Account. \n\n75 \n \n \n6 \nClosing a Sub-Account \n6.1 \nMaintenance of a Master Account \nYou must maintain the Master Account at all material times under the \nAgreement. If you terminate Master Account for any reasons, the Agreement, \nthis Addendum and all Sub-Accounts will be terminated and closed without prior \nnotice. \n6.2 \nClosure by either party \nEither you or we may terminate a Sub-Account, by giving the other party at least \nseven days’ notice. \n \n6.3 \nClosure by Crypto.com \nWithout prejudice to the generality of Exchange Terms and Conditions, \nCrypto.com may close all or any of the Sub-Accounts immediately without notice \nto the Customer if: \n \n(a) \nthere is any change of Applicable Law which prohibits or renders illegal \nthe maintenance or operation of such Sub-Accounts; or \n \n(b) \nCrypto.com’s records show a zero balance on any of such Sub-Accounts \nfor a period of three continuous years or for such shorter period as \nCrypto.com may reasonably prescribe in writing. \n \n6.4 \nConsequences of closure \n(a) \nIf Crypto.com closes a Sub-Account pursuant to this clause 6, it may \nclose out any and all positions and Orders Crypto.com considers, as is \nrequired to close the Sub-Account. \n \n(b) \nUpon termination, any remaining balances within the Sub-Account will be \ntransferred to the Spot Wallet associated with the Master Account. \n \n(c) \nYou agree that you will not hold Crypto.com liable for any Loss arising \nfrom action taken under clause 6.4(a). \n \n7 \nIndemnity \nIn addition to our general rights of indemnity under the Agreement, you agree to \nindemnify us and each other Crypto.com Group Member, and indemnified party \n(as defined in the Exchange Terms and Conditions) against, and must pay the \nindemnified party on demand for, any Loss the indemnified party may sustain or \nincur in relation to, in connect with or arising from, any Sub-Account, including \nwithout limitation: \n \n(a) \nany claim that you are not are not the principal or sole owner of the \nMaster Account and Sub-Account; or \n \n(b) \nyou were not responsible for the actions carried in respect of any Sub- \nAccount. \n \n8 \nMiscellaneous \n8.1 \nStatements \nCrypto.com may, in its sole discretion, make available to you statements on a \nconsolidated basis or on a per Sub-Account basis. \n\n76 \n \n8.2 \nCalculation of benefits, fees and rebates \nTreatment and calculation of specific benefits, interest, and rebates payable at a \nSub-Account level are as described on the Sub-Account FAQs, and otherwise \ntreated in accordance with the Agreement. \n \n9 \nRisk disclosure statement \nIn addition to any other risks disclosed by us that are relevant to your use of the \nExchange and the Services, there are specific risks associated with the operation \nof Sub-Accounts. \n \nWithout limitation, when operating multiple Sub-Accounts, you are responsible \nand liable for any and all trades or transactions entered into with respect to such \nSub-Accounts, irrespective of whether such Orders are placed directly by you. It \nis your sole responsibility to ensure that any and all trades are Executed \ncorrectly. \n\n77 \n \nAnnex III USD Deposits and USDC Withdrawals \n \n \nThe following terms and conditions only apply to you if this functionality has been made available to you \nby Crypto.com. \n \n \n1 \nDeposit USD to Spot Wallet \n \n \n(a) \nYou may deposit USD to your Spot Wallet by instructing a bank transfer \n(cash and/or third party deposits are not accepted) (\"USD Deposit\") \nfrom an active bank account located in the jurisdiction where you are \nregistered as a user of the Exchange (“Verified Bank Account”), by \nfollowing the instructions and providing the relevant information set out in \nthe Exchange, or by referring to the FAQ page on the Website \naccessible at the following link: \nhttps://help.crypto.com/en/articles/5271006-exchange-usd-bank-transfer. \n \n(b) \nOur USD Deposit service is provided by our licensed third-party payment \npartner (“Payment Service Partner”). By sending us a USD Deposit \ninstruction through the Exchange, you agree and authorise our Payment \nService Partner to handle and process your USD Deposit instructions. \n \n(c) \nYou shall only make a USD Deposit if you are the registered beneficial \nowner of both the bank account you instruct the transfer from and your \nExchange account. If you are the registered beneficial owner of both the \nbank account you use with us and your Account, but if the registered \naccount names are inconsistent or we are unable to verify your bank \naccount for whatever reason, we may require you to provide additional \nproof prior to the completion of the USD Deposit and such process will \ncause delay to the USD Deposit. \n \n(d) \nWe do not charge any fees for USD Deposits, however, USD Deposits \nare subject to prescribed limits as referenced in the “Fees & Limits” \nsection on the Exchange and/or the Website. Any fees chargeable by \nyour bank and/or their intermediary banks relating to the USD Deposit, \nincluding but not limited to any administration or currency conversion \nfees, intermediary banks’ processing fees and your bank’s processing \nfees (\"USD Deposit Fees\") shall be borne by you entirely. \n \n(e) \nUpon confirmation by our Payment Services Partners that your USD \nDeposit instruction has been effected and upon receipt and successful \nidentification of the respective deposit, we will credit the corresponding \nvalue of the funds in USDC at a 1:1 ratio less any USD Deposit Fees to \nyour Spot Wallet. You should allow between 3 to 6 business days for the \nfunds to reach your Spot Wallet. \n \n(f) \nAll USD Deposits are not reversible or refundable, unless we determine, \nat our absolute discretion that it is in our interest to do so. In addition, we \nmay, at our absolute discretion, reverse, cancel, void or refuse to \nprocess any USD Deposit instructions. \n \n(g) \nWithout prejudicing our rights to claim further damages from you, you \nshall immediately indemnify us for any loss and damage and expenses \narising from any mistaken, erroneous or fraudulent USD Deposit \ninstructions (which may include but are not limited to, transactions made \nfrom unrecognised bank accounts or with missing or incorrect unique \ncodes, or transfers exceeding our prescribed limits) given by you or sent \nfrom your account (collectively \"Erroneous USD Deposit \n\n78 \n \nInstruction(s)\"). The erroneous or fraudulent nature of your instruction \nshall be determined by us based on reasonable evidence. You further \nagree that if any fund is required to be returned to its origin due to any \nErroneous USD Deposit Instructions: (i) you will be subject to an \nadministration fee of USD 10 per return; (ii) any other fees incurred from \nsuch return shall be borne by you entirely; and (iii) funds will only be \nremitted to the bank account from which such funds were originally \nreceived. \n \n2 \nWithdraw USDC from Spot Wallet \n \n \n(a) \nYou may withdraw USDC by instructing a bank transfer (\"USDC \nWithdrawal\") from your Spot Wallet to your Verified Bank Account, \nmeaning the same bank account from which you have previously made a \nsuccessful deposit of USD under Clause 1(a) above, by following the \navailable instructions and providing the relevant information as \nrequested in the Exchange, or by referring to the FAQ page on the \nWebsite accessible at the following link: \nhttps://help.crypto.com/en/articles/5271006-exchange-usd-bank-transfer. \n \n(b) \nOur USDC Withdrawal service is provided by the Payment Service \nPartner. By sending us a USDC Withdrawal instruction through the \nExchange, you agree and authorise our Payment Service Partner to \nhandle and process your USDC Withdrawal instructions and transfer \nyour withdrawal funds to your Verified Bank Account. \n \n(c) \nWe do not charge any fees for USDC Withdrawals, however, USDC \nWithdrawals are subject to prescribed limits as referenced in the “Fees & \nLimits” section on the Exchange and/or the Website. Any fees \nchargeable by the your bank and any intermediary banks relating to the \nUSDC Withdrawal, including but not limited to any administration or \ncurrency conversion fees, intermediary banks’ processing fees and your \nbank’s processing fees (“USDC Withdrawal Fees”) shall be borne by \nyou entirely. \n \n(d) \nUpon confirmation by the Payment Services Partner that your USDC \nWithdrawal instruction has been accepted and your withdrawal has been \nexecuted, we will credit the corresponding value of the funds in USD at a \n1:1 ratio less any USDC Withdrawal Fees to your Verified Bank Account. \nYou should allow between 3 to 6 business days for the funds to reach \nyour Verified Bank Account. \n \n(e) \nAll USDC Withdrawals are not reversible or refundable, unless we \ndetermine, at our absolute discretion that it is in our interest to do so. In \naddition, we may, at our absolute discretion, reverse, cancel, void or \nrefuse to process any USDC Withdrawals. \n \n(f) \nWithout prejudicing our rights to claim further damages from you, you \nshall immediately indemnify us for any loss and damage and expenses \narising from any mistaken, erroneous or fraudulent USDC Withdrawal \ninstructions (which may include but are not limited to, transactions \npertinent to unauthorised or fraudulent transfers previously effected \nwithin the Exchange, or transfers made to a closed or blocked bank \naccount) given by you or sent from your account (collectively \n\"Erroneous USDC Withdrawal Instruction(s)\"). The erroneous or \nfraudulent nature of your instruction shall be determined by us based on \nreasonable evidence. You further agree that if any USDC Withdrawal is \nrequired to be reversed due to any Erroneous USDC Withdrawal \nInstructions: (i) you will be subject to an administration fee of USD 50 per \n\n79 \n \nreversal; and (ii) any other fees incurred from such reversal shall be \nborne by you entirely. \n \n \n \n","paragraphs":null,"sentences":null},"annotations":[{"general_category":"Limitation of remedy clauses","name":"Limitation of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd","score":-1,"explanation":"Unlawful limitation of liablility for damages connected with the use of service, when the company limits its liability for at least one of the following: (a) personal injury or (b) non-performance against consumers or (c) intentionally caused damage"},{"general_category":"Limitation of remedy clauses","name":"Maximal threshold of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd_cap","score":-1,"explanation":"Everyone entitled to the damages connected with using the service may claim them only to a certain amount"},{"general_category":"Limitation of remedy clauses","name":"Limitation period","legal_ground":"art. 119 KC*****","code":"period","score":0,"explanation":"The ToS does not contain a clause described above"},{"general_category":"Limitation of remedy clauses","name":"No promises","legal_ground":"Article 8 Directive 2019/770","code":"as_is","score":-1,"explanation":"Presence of as-is clause. An \"as-is clause\" is a contractual provision that states that the work or product being provided by the developer or service provider is provided in its current condition, without any additional warranties or guarantees, except for those explicitly stated in the agreement. It serves to limit the developer's liability and makes it clear that the client accepts the work as it is."},{"general_category":"Limitation of remedy clauses","name":"Indemnification clause","legal_ground":"-","code":"indemn","score":0,"explanation":"Indemnification clause is present in ToS. An indemnification clause establishes obligation for one party (the indemnifying party) to compensate the other party (the indemnified party) for specific costs and expenses arising from third-party claims or direct claims."},{"general_category":"Dispute resolution clauses","name":"Choice of law other than user's domicile","legal_ground":"Article 6 Rome I****","code":"c_law","score":-1,"explanation":"The ToS provides that a law other than the law of the user's habitual residence will apply to disputes arising in connection with the contract"},{"general_category":"Dispute resolution clauses","name":"Choice of forum other than user's domicile","legal_ground":"Annex 1(q) Directive 93/13","code":"c_forum","score":1,"explanation":"Lack of choice of forum/\"you can bring claims in your place of domicile\""},{"general_category":"Dispute resolution clauses","name":"Mandatory arbitration","legal_ground":"Annex 1(q) Directive 93/13 + art. 385[3] pkt 23 KC","code":"arb","score":-1,"explanation":"The user is obliged to file a case before an arbitration court specified in the ToS, instead of suing the company with a traditional lawsuit."},{"general_category":"Dispute resolution clauses","name":"Class action waiver","legal_ground":"-","code":"class","score":1,"explanation":"Lack of class action waiver"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of contract","legal_ground":"Annex 1(j) Directive 93/13","code":"contr_chg","score":-1,"explanation":"When the company reserves the right to change the contract without a valid reason (the ToS state the company can always change the contract)"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of future prices","legal_ground":"partially Annex 1(j) Directive 93/13","code":"price_chg","score":1,"explanation":"When the company does not reserve the right to change the future price of services that were not yet supplied or enabled"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of service by the company","legal_ground":"Article 19 Directive 2019/770","code":"serv_chg","score":1,"explanation":"When the company reserves the right to change the service with a valid reason specified in the contract or does not reserve a right to unilaterally change it at all"},{"general_category":"Unilateral alteration clauses","name":"Account deletion and unilateral termination of contract by the company","legal_ground":"Annex 1(g) Directive 93/13***","code":"acc_del","score":-1,"explanation":"When the company reserves the right to delete a user’s account without serious grounds or a notice period. By serious grounds we understood situations, where activity of the user was clearly illegal or violated crucial provisions of ToS. The notice period should be reasonably long, to allow the user preparation for termination of contract."},{"general_category":"Unilateral alteration clauses","name":"Transfer of contractual rights to another subject","legal_ground":"Annex 1(p) Directive 93/13","code":"transfer","score":-1,"explanation":"When the ToS allows for contractual rights’ transfer to another subject without user’s consent"},{"general_category":"Right to police the behaviour of users","name":"Account suspension","legal_ground":"partially inferred from Article 6 Directive 2019/770 & Article 17 DSA","code":"acc_sus","score":-1,"explanation":"When the company reserves the right to suspend a user’s account without serious grounds or a notice period"},{"general_category":"Regulatory requirements","name":"Internal complaint-handling system","legal_ground":"Article 17 DSA","code":"com_sys","score":0,"explanation":"Presence of internal complaint-handling system that does not meet all of the requirements stated in article 17 DSA"},{"general_category":"Various","name":"Discretional power to interpret the ToS","legal_ground":"Annex 1(m) Directive 93/13","code":"discret","score":-1,"explanation":"The company reserves the exclusive right to interpret any term of the contract only by itself"},{"general_category":"Various","name":"Severability clauses ","legal_ground":"-","code":"sever","score":0,"explanation":"The ToS contains provisions that keep the remaining part of the contract in force in case a court declare one or more of its provisions unconstitutional, void, or unenforceable (severability clauses)"},{"general_category":"Various","name":"Right to incorporate user's feedback or suggestions without compensation","legal_ground":"-","code":"suggest","score":1,"explanation":"According to ToS, the company does not have a right to incorporate into the service user feedback or suggestions without compensation"}]}