immediately stop using the electronic trading platform provided by the Exchange (the “Platform”).
The Exchange has developed the Platform in order to facilitate trading in certain cryptographic
tokens (“Listed Tokens”). The Exchange intends to make the Platform available to you for
2 REPRESENTATIONS AND WARRANTIES
By using the Platform, you represent and warrant that:
(a) all information provided to the Exchange by you is accurate;
(b) you warrant that you are at least 18 years old and have the power and authority to enter
(c) your use of the Platform complies with all relevant statutes, laws, ordinances, regulations,
rules, codes, orders, constitutions, treaties, common laws, judgments, decrees, other
requirements and rules of law of any country, state, subdivision thereof, or governmental
agency thereof (collectively, “Laws”); and
(d) you are not, and are not acting on behalf of or for the benefit of, any of the following
(collectively, a “Sanctioned Person”):
(i) listed in a list of designated or blocked persons or entities maintained by the
People’s Republic of China, Japan, the United States, the United Kingdom, the
European Union or the United Nations Security Council;
(ii) organized or ordinarily resident in a country subject to international economic
sanctions administered or enforced by the People’s Republic of China, Japan,
the United States, the United Kingdom, the European Union or the United
Nations Security Council; or
(iii) owned or controlled by, or acting on behalf of, any person or entity described in
the foregoing clauses
(a) By using the Platform, you represent and warrant that you are not a resident of any
member state of the European Union, Indonesia, the Republic of Korea (South Korea), or
the states of New Hampshire, New York or Washington in the United States of America.
Access to the Platform from any other jurisdiction where its content or function may be
illegal is prohibited.
(b) You acknowledge that you are aware of the rules of your jurisdiction and will not use the
Platform if such use is prohibited or otherwise violates the rules of your state, province,
country, or other jurisdiction, and that you are solely responsible for determining
compliance with all applicable local laws in your jurisdiction.
(c) We reserve the right to suspend or terminate your access to the Platform without prior
notice if we determine, in our judgment, that you reside in a jurisdiction that prohibits the
use of the Platform.
4 USER OBLIGATIONS
You agree to:
(a) comply with all applicable Laws in relation to the use of the Platform;
(b) obtain all licenses, permits, consents, waivers, authorisations and rights required under
applicable Laws for you to use the Platform;
(c) refrain from acting on behalf of or for the benefit of any Sanctioned Person;
(d) refrain from making untrue, deceptive, or misleading statements (including omissions of
disadvantageous facts); and
(e) not make libelous or defamatory statements in relation to the Exchange or the Platform.
5 AML AND KYC REQUIREMENTS
You shall comply with the AML/KYC Policy provided by the Exchange. You acknowledge and
agree that the Exchange may use information provided by you for the purposes of complying with
relevant requirements under Laws relating to the prevention of money laundering (including,
without limitation, sharing information with government authorities).
6 STATUS OF EXCHANGE
You acknowledge and agree that:
(a) the Exchange is not licensed or regulated as a securities exchange by any jurisdiction,
and will not engage in the primary or secondary trading of any securities;
(b) the Exchange will not be involved in any actions where the Listed Tokens will be
regarded as shares, debentures or an interest in a collective investment scheme;
(c) the Exchange is not licenced to engage in regulated activities as defined in Part 1 of
Schedule 5 to the Securities and Futures Ordinance and it will not conduct any such regulated activity;
(d) the Exchange does not and will not act as a broker, agent, advisor or fiduciary of you and
owes no fiduciary duties to you;
(e) the Exchange cannot control, and makes no representations or guarantees regarding, the
pricing, trading volume, trading frequency, trading speed, or other trading characteristics
of Listed Tokens;
(f) the Platform is provided on an “as is” and “as available” basis, and the Exchange makes
no representations, warranties or guarantees regarding the quality, availability, security or
other characteristics of the Platform;
(g) the Exchange may collect and use data regarding the users of the Platform (including
you) and their transactions in Listed Tokens, and share such data with third parties
involved in the operation of the Platform, including third parties in other countries; and
(h) you shall assume all risk of fluctuations in pricing of the Listed Tokens.
You agree to indemnify the Exchange, its affiliates and their respective directors, employees and
agents against all liabilities, costs, expenses, damages and losses (including but not limited to
any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,
penalties and legal costs (calculated on a full indemnity basis) and all other professional costs
and expenses) suffered or incurred by them arising out of or in connection with:
(a) any breach of the representations and warranties listed in clauses 2 and 3;
(b) any breach of your other obligations contained herein;
(c) your use of the Platform or any other service provided by the Exchange;
(e) any claim made by a third party against the Exchange in relation to your acts or
The foregoing indemnity shall apply whether or not the Exchange has been negligent or at fault.
8 LIMITATION OF LIABILITY
You acknowledge and agree that the Exchange shall not be liable in any way to you, whether in
contract, tort (including negligence or breach of statutory duty) or otherwise, for:
(a) any direct or indirect economic or financial loss or damage (including loss of revenue or
profits) howsoever caused or arising;
(b) any cybersecurity attack, hack or breach of the system and loss resulting from it;
(c) any defect, deficiency, failure, delay, interruption to or disruption of the Platform or the
transmission or reception of any data through the Platform, howsoever caused or arising;
(d) any delay in performing, or failure to perform, any of its obligations hereunder if such
delay or failure result from events, circumstances or causes beyond its reasonable
(e) any error, omission or inaccuracy in any information provided by the Exchange; or
(f) the use of any information or data relating to the Listed Tokens.
9 SUSPENSION OF TRADING
You acknowledge and agree that the Exchange may suspend or terminate trading in a Listed
Token or availability of the Platform (either generally, or with regard to specific users or
categories of users) at any time, in its sole discretion, with or without prior notice, and with no
liability whatsoever to the Issuer or any other Person.
11 AMENDMENTS AND WAIVERS
seven days in advance. You may either accept the amendment by continuing to use the Platform,
or reject the amendment by closing your account and ceasing use of the Platform no later than
the effective date.
11.2 No failure to exercise or enforce, and no delay on the part of the Exchange in exercising or
enforcing its rights shall operate as a waiver thereof nor shall such failure or delay in any way
prejudice or affect the right of the Exchange at any time thereafter to act strictly in accordance
with its rights and powers hereunder.
shall be in writing and delivered by hand, courier or email to the relevant address you have
provided when opening an account with the Exchange.
12.2 Any notice or other communication given to the Exchange under or in connection with the Listing
Agreement shall be delivered by email to: email@example.com.
12.3 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand or courier, on signature of a delivery receipt or at the time the notice
is left at the proper address; or
(b) if sent by email, at 9:00 a.m. Hong Kong time on the Business Day after transmission.
For purposes of this provision, “Business Day” means a day upon which commercial
banks are generally open for business in Hong Kong.
Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in
Exchange may, after having given prior written notice to you, assign its rights under these Terms
of Use to an affiliate or to any other person or entity to which it transfers that part of its business
to which the Listing Agreement relates, provided that the assignee undertakes in writing to be
14 NO PARTNERSHIP OR AGENCY
joint venture between any of the parties, constitute any party the agent of another party, or
authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15 NO THIRD PARTY RIGHTS
without the consent of the third parties.
16 GOVERNING LAW
and interpreted in accordance with the laws of Hong Kong.
17 DISPUTE RESOLUTION
or the breach, termination, or invalidity thereof, shall be settled through consultation amongst the
parties. In the event that the parties are unableto resolve their differences through consultation
within a period of thirty (30) days, the matter shall be submitted to and settled under the Hong
Kong International Arbitration Centre ("HKIAC") Administered Arbitration Rules in force for
arbitration. The arbitration proceeding, including all hearings or meetings, shall be held at HKIAC.
There shall be one arbitrator, and all proceedings shall be conducted in English. The prevailing
party shall be entitled to an award of arbitration expenses including an award for resonable
attorneys' fees, expert witnesses fees, arbitrator fees, and all other resonable costs and
expenses incurred with respect to the arbitration proceeding.
as possible in accordance with its terms, but shall otherwise be deemed severed and shall not
affect the enforceability of any other provision, which shall continue to be valid and enforceable to
the fullest extent permitted by law.
19 ENTIRE AGREEMENT
supersede and extinguish all previous agreements, promises, assurances, warranties,
representations and understandings between us, whether written or oral, relating to its subject