You understand and agree that may modify or change the terms and conditions of this Agreement by providing you with notice of the revised Agreement, which can be delivered via email. If you do not consent to the terms and conditions of the revised Agreement, you shall promptly notify AlphaBit and promptly discontinue your use of the Platform. Your continued use of Platform after AlphaBit has provided notice as provided herein shall constitute acceptance of the terms and conditions of the revised Agreement. You should, therefore, read this Agreement from time to time, and we have the right to require your affirmative assent and continuing acceptance of this Agreement, from time to time, as a condition of logging into the Platform. If you do not agree to be legally bound by this Agreement and all of its terms and conditions (as amended from time to time), you should not log into your account or use the Platform. Should you disagree to Agreement (including any changes or amendments), please review Section 8 to close your account.
- Services; Access to the Platform
1.1 Scope of Services. The Platform (i) permits Customer to place purchase and sale orders of, and facilitates the settlement of transactions relating to the purchase and sale of, Digital Assets including Bitcoin, Ether, or other crypto or digital assets authorized by AphaBit to be traded on the Platform (collectively, the “Digital Assets”), and (ii) enables Customer to obtain trade data, price, research and other information regarding the Digital Assets decided by AphaBit in its sole discretion from time to time (“Market Data”). The services described under (i) and (ii) are hereafter referred to as “Services”.
1.2 Limited Right to Proprietary Platform. AlphaBit grants Customer a limited, non-exclusive, non-transferable, non-assignable right pursuant to the terms and conditions hereunder and during the Term (as defined below) to place orders for the purchase and sale of the Digital Assets (the “Orders”) through AlphaBit or otherwise, through either an AlphaBit’s proprietary or vendor-provided electronic front-end trading interface, and certain of AlphaBit’s proprietary software, tools, models and services. Customer’s right to place orders and purchase and sell Digital Assets through the Platform is subject to the trading rules and restrictions as further described under this Agreement.
1.3 Digital Assets Available on the Platform. Customer acknowledges that AlphaBit does not issue or offer any Digital Assets. All Digital Assets, including, but not limited to, the Digital Assets transacted or traded among and between Customers are offered or issued by Customers themselves. Customer may use the Platform to place Orders, but only with respect to Digital Assets that have been approved by AlphaBit. AlphaBit has sole and absolute discretion to decide which Digital Assets are permitted to be traded on the Platform. Customer acknowledges that the Platform only allows trading of the Digital Assets that are not deemed as “securities” under the laws of Singapore, United States and other relevant jurisdictions as from time to time determined by AlphaBit in its sole discretion. In the event that Customer wants to purchase or sell any digital asset that is not currently available on the Platform, it shall submit an application to AlphaBit for that purpose. AlphaBit will, in its sole and absolute discretion, review and evaluate such application and may accept or deny the application. AlphaBit may, but is not obligated to, require Customer to provide additional information to support the application including an opinion of a reputable counsel to the effect that the proposed digital asset is not a “security” under certain jurisdictions.
1.4 Omnibus Customer Account; Ledger. AlphaBit does not have access to any third-party accounts used by Customer to obtain or custody the Digital Assets. All Digital Assets transferred to the Platform by Customer for use on the Platform are held in an omnibus customer account controlled by the Platform. The Platform maintains an internal ledger recording how many Digital Assets each Customer possesses in the omnibus customer account, and all transactions between Customers are based on such ledger.
1.5 Termination of Access. AlphaBit may in its sole discretion modify, restrict or terminate access to the Platform or the Services without notice at any time. AlphaBit shall, to the extent reasonably practicable under the circumstances and if permitted by Applicable Law, and/or agreements with AlphaBit’ third party service providers, provide notice to Customer in the event of any of the foregoing. Customer acknowledges that its ability to trade through the Platform shall be subject to any limitations set forth in this Agreement or otherwise imposed by AlphaBit.
1.6 Access to the Platform via Internet. Customer may access the Platform and the Services through the World Wide Web or other Internet services that are not necessarily secure and AlphaBit does not warrant that such systems are secure. Customer shall bear the risk of any Order that is inaccurately or erroneously transmitted or that is lost during transmission for any reason whatsoever.
1.7 Market Makers. AlphaBit may engage one or more market makers, who may also be affiliated with AlphaBit, to act as liquidity providers on the Platform. Customer understands and agrees that AlphaBit may provide information concerning bids and offers provided by Customers and other participants on the Platform to such market makers prior to posting such bids and offers to the Platform. The market makers will have the opportunity, but not the obligation, to accept and fill such bids and offers prior to the other participants on the Platform (including such Customer), should such bids be matched at lower prices and such offers be matched at higher prices (price improvement) than they otherwise would have been had they been routed directly through the Platform.
- Market Data
2.1 Internal Use. Market Data posted on the Platform is provided to Customer for its internal use only. Customer agrees that it will not recirculate, republish or otherwise provide Market Data or access to the Platform to or through any third party without the prior written consent of AlphaBit.
2.2 No Recommendation or Solicitation by AlphaBit. Customer acknowledges that neither AlphaBit nor the Platform is not an investment adviser or a fiduciary of Customer. Customer further acknowledges that none of the Market Data provided by AlphaBit or available on the Platform constitutes a recommendation or solicitation by AlphaBit that Customer enter into any particular transaction or that any particular transaction is suitable or appropriate for Customer.
2.3 Reliance on Market Data. Customer acknowledges that AlphaBit has no duty or obligation to verify, correct, complete or update any Market Data displayed on the Platform. Market Data, including without limitation, price quotations, news and research, may be prepared by information providers that are independent of AlphaBit. AlphaBit does not warrant that Market Data will be accurate, complete or refreshed in a timely manner. Customer should conduct further research and analysis or consult an investment advisor before making investment decisions. Any use of or reliance on Market Data by Customer is at Customer’s own risk. AlphaBit is not obligated to inform Customer of technical difficulties experienced by AlphaBit concerning access to the Platform.
- Account; Password
3.1 Registration of Customer Account. In order to use the Services, Customer must create an account with the Platform (the “Account”). The Account will be used to store various Digital Assets transferred by Customer onto the Platform. Account may be registered by any individual who is over 18 years old or an institution by its duly authorized representatives, provided such individual and institution have read and understand the Risk Disclosure Statements as attached hereto as Exhibit A.
3.2 Nature of the Account. The Account is not a bank account and the Digital Assets or currency held in the Account are not deposits or other financial products. No interest will be paid on any funds or Digital Assets under Customer’s Account, and all Digital Assets, including such crypto currency or Bitcoin, that are directly held by AlphaBit are not insured by AlphaBit or any Governmental Authority.
3.3 Password; Security. Customer shall choose a password when registering with the Platform and is responsible for maintaining the confidentiality of its password and account. Customer agrees not to give its Account password to anyone whom it does not intend to authorize to use the Account. Customer is fully responsible for all activities that occur using its password or account and AlphaBit will not be liable for any loss that Customer may incur as a result of someone else using its password or account, either with or without its knowledge. Customer shall notify AlphaBit immediately of any unauthorized use of its password or account or any other breach of security. Customer may not transfer, lease or assign to any third party access or control of its Account and may not use anyone else’s password at any time. Alphabit will never ask Customer, for any reason, whether by email, regular mail or telephone, to disclose its Account password. Password inquiries will only be conducted online and only after Customer has signed onto the Platform. AlphaBit will never send Customer embedded links in an email requesting that Customer sign onto the Platform by clicking such a link. If Customer receives an embedded link by email, claiming to be from AlphaBit or the Platform, Customer shall not open or click on the link. The email is not from AlphaBit and is likely fraudulent.
3.4 Authorized Person. Customer will allow access to the Platform only by persons that are authorized by Customer to give Orders and/or obtain Market Data through the Platform (each, an “Authorized Person”). Customer assumes full responsibility for all Orders or other use of the Platform by its Authorized Persons. Customer shall ensure that its personnel and agents abide by and comply with Applicable Law. AlphaBit shall not be liable to Customer as a result of any action taken or declined by AlphaBit or its agents in good faith to comply with Applicable Law, and its or their failure to so comply shall neither constitute a breach of this Agreement nor relieve Customer of any of its obligations under this Agreement.
3.5 Control Access by Authorized Persons. Upon the reasonable request of Customer, AlphaBit will establish, modify or cancel user identifiers, passwords and security codes that control access by Customer and its Authorized Persons to the Platform. Customer understands and agrees that it is responsible for the confidentiality and use of the identifiers, passwords and security codes of its Authorized Persons. Customer will take appropriate steps to maintain, and to ensure that its Authorized Persons and employees maintain, the confidentiality of its authorized identifiers, passwords and security codes. Customer agrees to report immediately to AlphaBit any loss or theft of Customer’s identifiers, passwords and security codes, or any unauthorized access to Customer’s account. Customer will be bound by all Orders placed through the Platform that are accompanied by a valid user identification assigned to Customer and an authorized password and security code. AlphaBit shall have no duty to verify whether any such Order has been authorized by Customer, whether sent by an Authorized Person or otherwise, and it will be deemed for purposes of this Agreement that any such Order has been given by an Authorized Person.
3.7 Funding the Account. Customer may fund the Account by transferring Digital Assets from its accounts with third parties into the Account. No fees are charged by the Platform for funding the Account; however, third parties, such as Customer’s bank, may charge transaction and other fees. The Digital Assets will be transferred to the Platform’s address for omnibus customer account. The Platform will then credit Customer’s Account with such amount of Digital Assets on the Platform’s ledger.
3.8 Withdrawal of Digital Assets. Customer may withdraw all or some of the Digital Assets under its name recorded on the Platform’s ledger. There is no minimum amount of Digital Assets required to maintain its status as a Customer. Digital assets will be transferred from the omnibus customer account held by the Platform to the specific Bitcoin or other Digital Assets address provided by Customer. Withdrawals may take up to three (3) days to complete, provided that larger withdrawals may take up to thirty (30) days to complete and that any withdrawal may be delayed as necessary to comply with Applicable Law and/or the Platform’s customer identification and Anti-Money Laundering Policy.
3.9 Statement; Transaction History. A statement of Customer’s available Digital Assets balance and the status of the Account is available to Customer in electronic format for viewing anytime (subject to down times) at the Site. Customer may review online all transactions, including pending Orders, deposits and withdrawals, that have taken place in the previous one year. Customer also have the right to receive a receipt, trade ticket or other evidence of a transaction. Nothing in the transaction history should be treated as a valuation. Customer acknowledges that errors may sometimes occur and such errors do not impact the actual means and results of a given transaction. Any transaction listed in the statement or other communication including, but not limited to, receipts sent to Customer’s email on record shall be deemed and treated as authorized and correct, approved, and confirmed by Customer unless AlphaBit receives a written notice from Customer to the contrary within three calendar days from the date the communication was sent.
3.10 Account Communication. Customer understands and agrees that all communication with such Customer will be via email. AlphaBit will use the email address on record for Customer’s Account as the primary means of communicating with Customer. To ensure that Customer receive all of the communications, Customer agrees to keep its email address up-to-date and immediately notify AlphaBit if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, AlphaBit retains the right to block Customer’s access to the Platform or Services until Customer provides and confirms a new and valid email address.
- Personal Data; Privacy
4.2 Update of Personal Data. Customer must promptly inform the Platform or AlphaBit of all changes, including, but not limited to, changes in the Registration Data or other Personal Data in connection with the Platform and Services, if applicable. If Customer provide any information that is untrue, inaccurate, not current or incomplete, or if AlphaBit or any of its authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AlphaBit has the right to suspend or terminate the Account and refuse any and all current or future use of the Platform and Services by Customer, as well as subject Customer to civil liability or refer Customer to the appropriate law enforcement authorities for criminal prosecution. AlphaBit shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Platform or the Services.
4.3 Recording and Recordkeeping. Customer agrees and understands that for mutual protection AlphaBit may electronically record any telephone conversation AlphaBit has with Customer. Customer also agrees and understands that AlphaBit maintains and retains records of all information, activity, and communications relating to Customer’s Account and its use of the Platform or Services.
- Customer Representations, Warranties and Covenants
5.2 Use the Platform for Own Account. Customer shall use the Platform and the Services solely in compliance with the terms and conditions of this Agreement, solely for its own account or its internal business purposes. Customer shall not sell, lease or otherwise provide access to the Platform or Services to any third party, nor act as a service bureau or otherwise use the Platform or the Services on behalf of any third party.
5.3 Use of the Platform or Services by Others. To the extent Customer is a corporation or legal entity, it shall limit access to the Platform or Services to officers or employees of Customer who need such access to perform their duties for Customer. Customer shall be responsible for the actions of any persons, authorized or unauthorized, who gain access to the Platform or Services through Customer. Customer will immediately notify AlphaBit of any unauthorized use of the Platform or the Services, and AlphaBit shall take reasonable steps to terminate Customer’s access to the Platform. Customer shall remain liable for any use of the Platform or Services by such officers or emloyees until such termination.
5.4 Compliance with Applicable Law. Customer shall be responsible for its compliance with Applicable Law and shall not use the Platform and the Services, if such use is prohibited or otherwise violates any Applicable Law. For purpose of this Agreement, “Applicable Law” means, with respect to any person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization (the “Governmental Authority”) that is binding upon or applicable to such person, as amended unless expressly specified otherwise.
5.6 Proper Use of the Site and Content. Except where expressly permitted by Applicable Law, Customer shall not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of content from the Site or information received from the Services. Customer hereby agrees to access the Site and use any content thereon in accordance to the Terms and Conditions, which is expressly incorporated hereto by reference and forms a part of this Agreement.
5.7 Risk Disclosure. Customer acknowledges that it has received, read and understood the Risk Disclosure Statement attached hereto as Exhibit A and is fully aware of the potential risks associated with the access to or use of the Platform or the Service and the trading and holding of Digital Assets.
5.8 Anti-Terrorism. The Services are subject to United States and international export controls and economic sanctions requirements. By purchasing Digital Assets on the Platform, Customer represents and warrants that its acquisition and use of any such Digital Assets do not violate those requirements. Customer is not located in, or is not controlled (within the meaning of the executive orders or regulations promulgating such economic sanctions or the Applicable Laws authorizing such promulgation) by the government of, or any person located in, any country targeted by any of the Sanctions; Customer is not on the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime (each, a “Governmental Watchlist”). None of Customer, its parent company or controller, or any of their respective directors, officers, employees or persons acting on behalf of Customer nor, to the best of Customer’s knowledge, any of their respective agents or affiliates (a) is currently the subject of any of the Sanctions or (b) has conducted or entered into a contract to conduct any transaction with the governments of or any sub-divisions thereof, agents or representatives of, residents of, or any entity based or resident in, the countries that are currently subject to any Sanctions. Customer agrees that the proceeds from the trading of the Digital Assets contemplated hereby will not be used to fund any operations in, to finance any investments, projects or activities in, or to make any payments to, any country, or to make any payments to, or finance any activities with, any person targeted by any of such Sanctions. “Sanctions” means any sanctions administered by the Office of Foreign Assets Control, or by the U.S. Department of State, or any sanctions imposed by the European Union (including under Council Regulation (EC) No. 194/2008), the United Nations Security Council, Her Majesty’s Treasury or any other relevant Governmental Authority.
5.9 Anti-Money Laundering. Customer is and has been at all times in compliance with applicable financial recordkeeping and reporting requirements promulgated by the Monetary Authority of Singapore, or under U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, or the money laundering Laws of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or Governmental Authority or any arbitrator or non-governmental authority involving Customer or its affiliates with respect to the Money Laundering Laws is pending or threatened.
5.10 Sophisticated Investor. Customer has sufficient knowledge to use the Platform and place Orders. Customer is responsible for making sure that any Orders placed by it are accurate and intentional.
5.11 No Services in Violation of Law. Customer agrees and understands that the information and Services provided by the Platform are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to any Applicable Laws, or where AlphaBit is not authorized to provide such information or Services. The Platform may not be available in all jurisdictions.
- Trading Rules
6.1 Transaction Among Customers. The Platform is a marketplace that allows Customer to place Orders and facilitates the settlement of the purchase or sale of Digital Assets with other Customers. The Platform simply matches purchase and sale Orders put forth by Customers and assists Customers with carrying out the intent of the Member as expressed via the Orders. Except as expressly specified otherwise in this Agreement, neither AlphaBit nor the Platform is acting as a principle in or other participate in those transactions. Neither AlphaBit nor the Platform is responsible for any disputes among or between Customers regarding any transaction.
6.2 Automatic Matching of Orders. Matching Orders are automatically paired by the Platform through its proprietary software and models, and the Platform will notify the respective Customers that the Order has been executed. Once a match is made, the Order is executed and cleared instantaneously. CUSTOMER SHOULD ONLY PLACE AN ORDER IF IT FULLY INTENDS TO COMPLETE THE TRANSACTION. Customer has the right to stop payment of a preauthorized Order by initiating procedures through its Account to effectuate closure of such open Order.
6.3 Limit on Amount of Digital Assets to be Sold. Customers may only sell such amount of Digital Assets as does not exceed the total amount of Digital Assets held in its Account and recorded in the Platform ledger, plus the applicable Transaction Fee (as defined below). Any attempt by Customer to sell more Digital Assets than the Platform records show exists in its Account after deduction of the applicable Transaction Fee will result in an unsuccessful trade and may be grounds for termination of the Account.
6.4 Cancellation or Modification of an Order. Customer acknowledges that it may not be possible in all circumstances to cancel or modify an Order, even before the Order is matched or executed. If Customer submits an Order through the Platform and wishes to modify or cancel it, AlphaBit may, so far as is reasonably practicable, provide assistance to Customer to do so. However, AlphaBit accepts no responsibility for ensuring that such Order is modified or canceled and Customer understands and agrees that, if the Order cannot be canceled or modified, Customer is bound by any execution of the original Order. Customer further acknowledges that attempts to modify or cancel and replace an Order may result in over-execution or the execution of duplicate Orders, and Customer shall be responsible for all such executions.
6.5 Monitoring and Confirmation of Open Orders. Customer shall be deemed to have given Orders through the Platform when AlphaBit acknowledges such Orders through the Platform or by such other means as AlphaBit may determine (whether or not Customer actually receives or becomes aware of such acknowledgment). Customer understands that the Platform provides the ability to show the real-time status of all of Customer’s open Orders and pending instructions. Customer further understands that it is Customer’s responsibility to monitor its open Orders and pending instructions in real-time until the Platform acknowledges the full execution, cancellation or rejection of the Orders or instructions and that AlphaBit assumes no responsibility or liability if Customer fails to do so. In the event that Customer fails to immediately notify AlphaBit or the Platform of any error in the real-time acknowledgment of the status of any of Customer’s open Orders or pending instructions, including the Platform’s failure to promptly acknowledge the receipt of an Order after Customer transmits such Order, AlphaBit reserves the right to exercise in good faith its discretion to require Customer to accept the trade or to remove the trade from Customer’s account at Customer’s sole benefit or loss. AlphaBit may, in some cases, and at AlphaBit’s sole discretion, require secondary electronic, verbal, written or other confirmation before acting if Customer’s account activity is outside of its normal range of activities.
6.6 Orders Subject to Trading Limits. Customer’s Orders shall be subject to trading limits that AlphaBit may establish, revise and communicate to Customer from time to time.
6.7 No Reversal of Trades. Once an Order has been executed and the appropriate Digital Assets have been credited into and debited from Customer’s Account, the transaction may not be reversible.
6.8 Price of the Digital Assets. Customer acknowledges that, due to technical and other restrictions, the price of Digital Assets displayed on the Site may be delayed and therefore not reflect the current, live market value of such digital asset. Nonetheless, Customer agrees that the prices displayed on the Site control the value of its Account and its use of the Platform and Services.
6.9 No Best Price Guarantee. Customer acknowledges and agrees that the Platform cannot and does not warrant or guarantee that any Order placed through the Platform will be executed at the best posted price. Among other things, the Platform may not have current access to all the markets on which a particular Digital Asset trades; other orders may trade ahead of Customer’s order and exhaust available bids and offers at a posted price; other platforms or market makers may fail to honor their posted prices; other platforms may reroute customer orders out of automated execution systems for manual handling; or rules, policies, procedures or decisions or system delays or failures may prevent Customer’s order from being executed, may cause a delay in the execution of Customer’s order or may cause Customer’s order not to be executed at the best price.
6.10 Cancellation of Trades. Absent mutual consent of parties involved, AlphaBit reserves the right to cancel or nullify trades in the event that:
- The trade resulted from an identifiable interruption or malfunction of execution or communication system that caused a quote or order to trade in excess of its disseminated size or quote;
- The trade resulted from an erroneous quote on the Platform that has a width of at least three times greater than the average quote width for such underlying security during the time period encompassing five minutes before and after the dissemination of such quote;
- The trade occurred at a price caused by any of the above, 10% above or below fair market value or deemed clearly erroneous; and
- The trade was executed by any Account that has been hacked by unauthorized users and AlphaBit determines in good faith that cancellation of the trades shall be in the best interest of Customers or the Platform.
- Transaction Fees
7.1 Transaction Fee. In exchange for access to the Platform and the Services, Customer agrees to pay a fee on each settled transaction intiated by such Customer (such fee, a “Transaction Fee”). The current Transaction Fee may be found on the Site. AlphaBit reserves the right to change, modify or increase the Transaction Fee at any time and from time to time. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases on the Site. If Customer does not agree to the posted changes, modifications, or increases, Customer may delete the Account as provided herein. Customer’s continued use of the Account following the posting of the modified Transaction Fee as posted on the Site will constitute the acceptance of all such changes or revisions.
7.2 Fees to be Paid by Both Buyer and Seller. Transaction Fees are paid by both the buyer and seller in any given transaction. The buyer and seller will each be charged a fee in USD/EUR/SGD or other currencies from time to time approved by AlphaBit. Customer is responsible for any fees imposed by third parties in connection with transferring Digital Assets into the omnibus client account. The Platform does not charge fees to transfer Digital Assets from the omnibus client account.
7.3 Errors on the Statement. If Customer believes that it has been erroneously charged a Transaction Fee, Customer shall notify the Platform immediately of such error, along with any additional information concerning the transaction. If Customer does not raise any question or objection within thirty (30) days after such alleged erroneous Transaction Fee first appears on any Account statement, such fee will be deemed acceptable by Customer for all purposes.
- Termination of the Account by Customer
8.1 Termination of the Account by Customer. Customer may close its Account by providing written notice to AlphaBit, and on such notice, a hold will be placed on the Account to allow all pending transactions to clear, if any. After notifying AlphaBit of Customer’s desire to close its Account, Customer may only use the Platform to withdraw the remaining available Digital Assets associated with such Account.
8.2 Withdrawal of Digital Assets. All Digital Assets appearing in the ledger and attributed to Customer who has provided a notice pursuant to Section 8.1 must be withdrawn or otherwise sold or transferred before termination and closing of such Customer’s Account will be finalized.
- Suspension or Limitation of Services by AlphaBit
9.1 Limit, Suspension or Termination of Services and Platform. AlphaBit may, at any time and at its sole discretion, limit, suspend or terminate, or issue a warning to Customer regarding, the Services available to Customer, including terminating the Account (or certain functionalities thereof such as uploading, receiving, sending and/or withdrawing Digital Assets), inter alia, if:
9.1.1 AlphaBit believes it is necessary or desirable to protect the security of the Account; or
9.1.2 if any Transactions are made which AlphaBit or the Platform in its sole discretion deems to be (a) made in breach of this Agreement or in breach of the security requirements of the Account; or (b) suspicious, unauthorised or fraudulent, including without limitation in relation to money laundering, terrorism financing, fraud or other illegal activities; or
9.1.3 upon the insolvency, liquidation, winding up, bankruptcy, administration, receivership or dissolution of Customer, or where AlphaBit reasonably considers that there is a threat of the same in relation to Customer; or
9.1.4 AlphaBit is unable to verify or authenticate any information Customer provided; or
9.1.5 AlphaBit believes, in its sole and absolute discretion, that Customer’s actions may cause legal liability for Customer, the Platform or other users of the Platform; or
9.1.6 AlphaBit decides to cease operations or to otherwise discontinue any Services or options provided by the Platform, or parts thereof; or
9.1.7 there is a change in Customer’s circumstances (including a deterioration in or change to Customer’s financial position) which AlphaBit considers, in its sole discretion, material to the continuation of the Account; or
9.1.8 AlphaBit is directed as such by any Governmental Authority;
9.1.9 AlphaBit is otherwise required to do so by Applicable Law; or
9.1.10 AlphaBit otherwise decides in its sole discretion that termination or suspension of the Account or Services is necessary;
and AlphaBit will make reasonable efforts to inform Customer of any such suspension, limit or termination in advance, or if this is not practicable, immediately afterwards and give its reasons for such suspension, limit or termination unless informing Customer would compromise security measures or is otherwise prohibited by the Applicable Law.
9.2 Return of Funds after Termination. If the Account is terminated, AlphaBit will return Customer’s funds, less the value of any trading fee discounts, rebates, and/or damages that AlphaBit is entitled to pursuant to this Agreement. If the Account is no longer subject to an investigation, court order, or subpoena, Customer authorizes AlphaBit to return such funds (less any trading fee discounts, rebates, and/or damages to which AlphaBit is entitled) to any bank account linked to the Account, unless otherwise required by Applicable Law. If there is a digital asset balance remaining in Customer’s account, Customer agrees to provide AlphaBit with a digital asset address within seven calendar days upon receiving notice from AlphaBit, so that AlphaBit can return the remaining Digital Assets to Customer. If Customer fails to do so, Customer hereby agrees that AlphaBit is permitted to sell any remaining Digital Assets on the open market at a price within 5% of the prevailing market price as reasonably determined by AlphaBit and return the proceeds (less any trading fee discounts, rebates, and/or damages to which AlphaBit is entitled) to any bank account linked to the Account.
9.2 No Liability for Such Suspension, Limitation or Termination. Neither AlphaBit, the Platform nor any third party acting on their behalf shall be liable to Customer for any suspension, limitation or termination of Customer’s Account or its access to any part of the Platform or Services in accordance with this Agreement.
9.3 Not to Regain Access after Termination. Customer shall not attempt to regain access to the Platform or the Services if Customer’s access is terminated by Alpahbit, whether using the same or different username, without prior written consent from AlphaBit.
- Intellectual Property; Confidentiality
10.1 Intellectual Property Rights. All copyright, trademark, trade secret and other intellectual property rights in the Platform shall remain at all times the sole and exclusive property of AlphaBit, and Customer shall have no right or interest in the Platform or any tools, data or models thereof, whether by way of license or otherwise, except for the right to access and use the Platform as specified herein.
10.2 Protection of the Intellectual Property Rights. The Platform and the Services are the confidential and proprietary property of AlphaBit, which have been developed, compiled, selected and arranged utilizing methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money. Customer agrees to protect the proprietary and intellectual property rights of AlphaBit in the Services using the same degree of care that Customer uses to protect its own confidential property, but in no event less than a reasonable degree of care. Customer will, by instruction, agreement or otherwise, ensure that its employees or agents maintain the confidentiality of the Services.
10.3 Use of the Platform; Terms and Conditions. Customer will not copy, modify, de-compile, reverse engineer or make derivative works of the Services or otherwise attempt to ascertain the design or any proprietary features of the Platform or the manner in which it operates. Customer represents that it has read and understood the Terms and Conditions, which is incorporated hereto by reference and shall be a part of this Agreement. Customer agrees to pay liquidated damages of five thousand dollars ($5,000) (being a genuine, pre-estimate of loss and damage suffered by AlphaBit as a result of the said breach) for a breach of this Section 10.3 including the Terms and Conditions, plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.
10.4 Injunctive Relief. Each party acknowledges that the other party shall be entitled to seek injunctive relief against breaches by the other party of this Section 10, in addition to any other rights and remedies that the threatened party may have under law or at equity or under this Agreement, without the need to post a bond or other security.
- No Implied Warranty; Release
11.1 No Implied Warranty. The Platform and the Services provided by AlphaBit pursuant to this Agreement are provided “as is,” without warranty of any kind by AlphaBit, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, trade usage, course of dealing, or course of performance, or of the accuracy, timeliness, availability, reliability, quality or completeness of the Platform, the Services or any information provided through the Platform or the Services. The entire risk as to the quality and performance of the Platform and the Services are with Customer and there is no guarantee that the Platform and the Services meet Customer’s requirements, be error free, or operate without interruption.
11.2 No Other Guarantee or Warranty. AlphaBit cannot and does not guarantee or warrant that files available for downloading from the Site will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and accordingly, AlphaBit does not assume any responsibility or risk for the use of the Site; Customer aknowledges that the prices of Digital Assets can be volatile and AlphaBit is not in any way responsible or liable for any losses Customer may incur by holding or trading the Digital Assets, even if the Site or Services are delayed, suspended, or interrupted for any reason. AlphaBit is not responsible for any use of confidential or private information by Customers or third parties.
AlphaBit shall have no responsibility for (i) any error by Customer in inputting an Order into the Platform, (ii) any error occurring in the markets of Digital Assets or currencies, (iii) rejection of any Order by the Platform or the Services, (iv) the acts or omissions of any third parties, or (v) any error by any other cause outside AlphaBit’s direct control.
11.3 Release. To the maximum extent permitted by applicable law, Customer hereby discharges, acquits, and otherwise releases AlphaBit, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from any and all allegations, counts, charges, debts, causes of action, claims and losses, relating in any way to the use of, or activities relating to the use of the Site, the Platform and Services including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Platform, unavailability of the Site or the Platform, its functions and/or Services and any other technical failure that may result in inaccessibility to the Site, the Platform or Services, or any claim based on vicarious liability for torts committed by Customer encountered or transacted with through the Platform and Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by AlphaBit. This release is intended by the parties to be interpreted broadly in favor of AlphaBit, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
- Indemnity; Limitation on Liability
12.1 Indemnification. To the maximum extent permitted by Applicable Law, Customer agrees to defend, indemnify, and hold harmless the Indemnified Parties, from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees, directly or indirectly, resulting from or by reason of (i) Customer’s (or Customer under another person’s authority, including, without limitation, to Governmental Authorities) use, misuse, or inability to use the Site, the Platform, the Services, or any of the content contained therein; or (ii) Customer’s breach of this Agreement, including those documents that are expressly incorporated into this Agreement by reference and form a part of this Agreement.
12.2 Notice of Indemnification; Defense. AlphaBit shall notify Customer by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at Customer’s expense) in the defense of such claim or suit. AlphaBit reserves the right to participate in the defense of such claim or choose its own legal counsel, but are not obligated to do so.
- Limitation of Liability. Under no circumstances and under no theory of law (tort, contract, strict liability or otherwise), shall AlphaBit or any of its vendors be liable to Customer or any other person for any damages arising from the use or misuse of, or inability to use, the Platform, the Site or the Services, regardless of whether such damages are direct, indirect, special, incidental or consequential damages of any character, including damages for trading losses, loss of information, business interruption or lost profits, or for any claim or demand by any third party, even if AlphaBit knew or had reason to know of the possibility of such damages, claim or demand if the foregoing disclaimer and waiver of liability should be deemed invalid or ineffective.
12.4 Maximum Liability. In no event shall AlphaBit’s liability, regardless of the form of action and damages suffered by Customer, exceed the highest aggregate monthly commissions and fees paid by Customer to AlphaBit in connection with the Platform or the Services.
12.3 Force Majeure. AlphaBit will not be liable for its failure to perform any obligations under this Agreement due to events beyond AlphaBit’s control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond AlphaBit’s control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labour or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fibre cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
12.4 Illegality. If, after the date of this Agreement, any amendment or revision to the existing Applicable Law becomes effective which substantially alters or limits AlphaBit’s ability to operate the Platform as it currently does or intends to do or perform any of the Services hereunder, AlphaBit shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which AlphaBit is unable to operate the Platform as it currently does or provide such Services hereunder; or (ii) thirty (30) days following notice.
12.3 Set Off. To the extent permitted by Applicable Law, AlphaBit reserves the right to set-off any damages or amounts owed to it by Customer for Customer’s breach of this Agreement or other obligations under this Agreement against funds in Customer’s Account. As a result, AlphaBit will be entitled to charge Customer’s Account for such damages or amounts without notice, including legal and enforcement related costs that AlphaBit incurs. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and AlphaBit may place any amounts garnered from Customer in a separate account, and will pay Customer the remaining balance after any noted issue has been resolved. Furthermore, Customer agrees that where such anticipated or actual actions relate to a specific asset in the Account, that asset may not be transferred out of the said Account until the matter is resolved. AlphaBit will provide copies of all invoices on request.
- General Provisions
13.1 Electronic Contract. By clicking “I AGREE,” during the account opening process, Customer agrees to be legally bound by the terms and conditions of this Agreement. If Customer does not agree to be legally bound by the terms and conditions of this Agreement, do not click “I AGREE” and please do not visit, access, or use the Platform or the Services in any capacity or manner. Whether or not Customer clicks “I AGREE,” if Customer signs up for an account and use the Platform in any capacity or manner, Customer agrees, by virtue of any such action, to be legally bound by the terms and conditions of this Agreement (including any changes or amendments and all documents that are incorporated hereto by refernece) in their entirety.
13.2 Interpretative Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Sections and Exhibits are to Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any agreement or contract are to that agreement or contract, as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any schedules hereto, all such amendments, modifications or supplements must also be listed in the appropriate schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. Headings are for convenience only and shall not affect the construction or interpretation of this Agreement.
13.3 Notices and Communications. AlphaBit reserves the right to send electronic mail or other messages to Customers. The purpose of these communications may include, but is not limited to: (i) providing Customer with information concerning its Account; (ii) providing information regarding products or services offered by AlphaBit affiliates or partners; (iii) informing Customer about any related products or services; or (iv) providing Customer with information about any item that AlphaBit thinks, in its sole discretion, may be of interest to Customer.
13.4 Amendments and Waivers. Customer understands and agrees that AlphaBit may modify or change the terms and conditions of this Agreement by providing you with notice of the revised Agreement, which can be delivered via email. If Customer does not consent to the terms and conditions of the revised Agreement, Customer shall promptly notify AlphaBit and promptly discontinue its use of the Platform. Customer’s continued use of Platform after AlphaBit has provided notice as provided herein shall constitute acceptance of the terms and conditions of the revised Agreement.
No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
13.5 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that Customer may not assign, delegate or otherwise transfer any of its respective rights or obligations under this Agreement without the prior written consent of AlphaBit.
13.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Singapore, without regard to the conflicts of law rules of such jurisdiction.
13.7 Arbitration. Any dispute arising out of or in connection with this Agreement (including its Exhibits and all documents incorporated hereto by reference), including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The dispute shall be resolved by one (1) arbitrator appointed by the parties. If the parties cannot agree on one (1) arbitrator, the dispute shall be resolved by three (3) arbitrators, one (1) appointed by AlphaBit, one (1) appointed by you and the third appointed by the first two (2) arbitrators. The arbitration proceedings shall be conducted in English. Any award is final and may be enforced in any court of competent jurisdiction. The award shall apportion the costs of arbitration. The parties shall duly and punctually perform their obligations hereunder pending issuance of the arbitral award.
13.8 Third Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties hereto and their respective successors and assigns.
13.10 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
13.11 Injunctive Relief. Customer agrees and understands that its obligations and the obligations of each user set forth in this Agreement are necessary and reasonable in order to protect Alphabit and the Platform. Customer expressly agrees that due to the unique nature of AlphaBit’s business, monetary damages would be inadequate to compensate AlphaBit for any breach by Customer of the covenants and agreements set forth in this Agreement. Accordingly, Customer agrees and understands that any such violation or threatened violation shall cause irreparable injury to AlphaBit and that, in addition to any other remedies that may be available, in law, in equity or otherwise, AlphaBit shall be entitled to obtain injunctive relief against any threatened breach of this Agreement or Customer’s continuation of any such breach, without the necessity of proving actual damages.
13.12 Term. This Agreement shall be effective on April 9, 2018 and shall continue in full force and effect unless and until either party terminates this Agreement in accordance with the terms hereof. All outstanding obligations of Customer that should have been but have not been performed under this Agreement shall not be deemed to be discharged or terminated upon such termination and the provisions under Sections 7.1, 10, 11 and 12 shall survive the termination.
Risk Disclosure Statement
In acceding or using the Platform and the Services, you represent and warrant that you are fully aware of the following risks associated with the transactions involving Digital Assets or the use of Internet:
- The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
- The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
- Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets;
- Neither AlphaBit nor the Platform is registered as a broker or dealer, a national securities change, a capital market service provider or an alternative trading system in any jurisdiction. The trading and settlement of the transactions regarding the Digital Assets are not oversight by any governmental authority or self-regulatory institution.
- Deposits into your Account is not considered deposits under the applicable laws, rules, or regulations in your jurisdiction;
- Fiat currency in your AlphaBit Account is not subject to applicable deposit insurance protection;
- Digital assets in the Account are not subject to deposit insurance protection, including, but not limited to, FDIC insurance or Securities Investor Protection Corporation protections;
- Digital assets are not legal tender and are not backed by the government;
- Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- Some digital asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
- The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular digital asset should the market for that digital asset disappear;
- The nature of Digital Assets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by the Platform may prevent the access to or use of your Digital Assets; and
- The Platform or the Services may become unavailable due to changes to Applicable and you may suffer loss or incur liabilities due to the termination or suspension of the Platform or any or all of the Services.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that AlphaBit does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, digital Assets. You agree and understand that you access and use the Platform and the Services at your own risk; however, this brief statement does not disclose all of the risks associated with Digital Assets and using the Platform. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.