User Agreement

This User Agreement (“Agreement“) is an electronic agreement between you (“you“, “User“) and EXMO Group (hereinafter referred to as “EXMO“, “we“), that applies to your use of this Website, Platform, our mobile applications or any associated application programming interface (API) and all services, products, websites and content provided by EXMO (collectively “Services“).

For the purpose of this Agreement, EXMO Group includes the following companies:

• UAB EXMO EXCHANGE, a company duly incorporated and validly existing under the laws of the Republic of Lithuania under registration number 305891155, having its registered office at Giruliu g. 10-201, Vilnius, the Republic of Lithuania. UAB EXMO EXCHANGE operates the Platform and provides Services to Users from the European Economic Area (EEA).
• EXMO Poland Sp. z o.o., a company duly incorporated and validly existing under the laws of the Republic of Poland under registration number 0000963082, having its registered office at Puszkarska str. 7I, B4B bud.D, Krakow, 30-644, Republic of Poland. EXMO Poland Sp. z o.o. operates EXMO Platform and provides Services to Users from Poland.
• EXMO TRADING SL LTD, a company duly incorporated and validly existing under the laws of Saint Lucia under registration number 2023-00343, having its registered office at Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros- Islet, Saint Lucia. EXMO TRADING SL LTD operates the Platform and provides Services for Users from the rest of the world, except residents of the Russian Federation, the Republic of Belarus and the Republic of Kazakhstan.
• EXMO EXCHANGE LTD., a company duly incorporated and validly existing under the laws of England and Wales under registration number 11655602, having its registered office at 2 Kingdom Street, London, England, W2 6JP. EXMO EXCHANGE LTD. provides technical and support services to the Platform.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT REGULATES YOUR USE OF OUR SERVICES. DIGITAL CURRENCIES AND TOKENS CAN BE OF HIGH VOLATILITY AND PRESENT A SUBSTANTIAL RISK AS AN INVESTMENT AND TRADING INSTRUMENT. BY USING OUR SERVICES, YOU ACKNOWLEDGE THOSE RISKS, ACCEPT THIS AGREEMENT AND WILL NOT HOLD EXMO LIABLE FOR ANY FINANCIAL LOSSES ASSOCIATED WITH OUR SERVICES.

By registering on this Website, you acknowledge and confirm that you have read, understood, and completely agree to be bound by this Agreement in effect, with its possible subsequent amendments and changes. In case previous version(s) of this Agreement or its essential parts is required, please submit such a request to [email protected].

HOW YOU ACCEPT THIS AGREEMENT

This Agreement is considered to have been accepted by you under the following conditions:

• you got familiarized with the conditions of this Agreement and all its essential parts (with any amendments and/or alterations thereto);
• you provide complete and accurate information including login, email and password, as well as enter the captcha code into the registration form in the “Register” tab located at https://exmo.com;
• you put the required symbol in the special box below the title “I accept the conditions of the User Agreement” in the registration form;
• you press the “Continue” button after completion of the registration form, which signifies your acceptance and understanding of the terms and conditions of this Agreement.

After you press the “Continue” button and see a special message informing you about your successful registration, the registration process is considered completed and the terms and conditions of this Agreement (as defined in Section 1 below) are considered obligatory and applicable to you.

Attention: if you do not agree with the conditions of this Agreement, please do not register on the Website and do not use the Platform and/or Services.

1. TERMS AND DEFINITIONS

In addition to the other terms defined elsewhere in this User Agreement, the following terms shall have the meanings hereunder ascribed to them:

“Agreement” means this User Agreement with its essential and integral parts, as may be amended and/or altered from time to time in accordance with its terms.

Essential and integral parts of this User Agreement are:

• Privacy Policy, Cookie Policy, Anti-Money Laundering, Counter-Terrorist Financing and Know Your Customer Policy, Services and Costs, Cross-Chain Recovery Policy, Refund Policy and Fees & Limits;
• any other specific agreement concluded by EXMO, where it is directly stipulated by EXMO in the text of such agreement that it constitutes an essential part of this Agreement.

“Account” means functional part of the Platform that controls User Funds. For the purpose of this Agreement, the term Account shall include Personal Cabinet and all respective Personal Data and User Account Data.

“Affiliate” means with respect to any Person, an individual, corporation, partnership, firm, association, unincorporated organization or other entity directly or indirectly controlling, controlled by or under common control with such Person.

“Aggregate Data” means trading data and/or other information about your trading provided by you to the Platform and/or EXMO, in aggregate.

“Anti-Money Laundering, Counter-Terrorist Financing and Know Your Customer Policy” means Anti-Money Laundering, Counter-Terrorist Financing and Know Your Customer Policy (AML/СFT and KYC Policy), aimed at prevention of laundering of money derived from criminal activity and financing of terrorism, which constitutes an essential part of this Agreement.

“Business Day” means any calendar day other than Saturday, Sunday or any other day on which banks are closed in London (UK).

“Chat” means Platform’s function intended for instant messaging between Users.

“Confidential Information” means any information that you receive or learn as a result of using Services, or otherwise as a result of your access and use of the Platform, which is confidential or proprietary to EXMO, its Affiliates, and/or its third-party licensors (including any Third Party Technology Provider), including any information derived from, or relating to Services or Platform, or associated with EXMO business operations, business plans, pricing, fee schedule(s), commission, financial data, technology, regardless of whether or not such information is designated as confidential.

“Cryptocurrency” means a cryptographically secured digital representation of value or contractual rights that uses distributed ledger technology and can be transferred, stored or traded electronically.

“Currency” means Cryptocurrency and/or Fiat Money.

“Currency Pair” means any two Currencies that are available to trade through the Platform by Transaction.

“Data” means all data and other information accessible from or generated by or through the Platform and/or otherwise provided to you by EXMO hereunder, including, without limitation, information regarding bids, offers, pricing, spread, trading volume, block trades and liquidity.

“Deposit” and any term derived means an advance payment operation involving a transfer of Funds to the Account by the User for the purpose of future Transaction with EXMO.

“Erroneous Transaction” means Transaction with the execution price deviates significantly from the prevailing market price and/or it meets any of the following criteria:

• The Transaction is a result of a Platform or software malfunction.
• The Transaction has the nature of fraudulent or manipulative activity of the User.
• The Transaction is a result of a Platform disruption, such as connectivity issues, server failures, or other technical problems that affect the normal functioning of the Platform.
• The Transaction is detrimental to market integrity or inconsistent with just and equitable principles of trade.

“EXMO Group” means group of Affiliated companies that operate the Platform and provide Services(unless otherwise provided herein) to Users depending on their place of residence.

“EXMO Group Member” means EXMO, any of its Affiliates and/or Representatives and each of them.

“EXMO Workstation” means graphical user interface portion of the Platform’s trading interface, including screens for trading.

“Exchange Rate” means the value of one Currency for the purpose of conversion to another.

“Fees” mean any rewards, charges and/or commissions paid to EXMO by Users, which are established by EXMO and available in English via the following links — Fees & Limits.

“Fiat Money” means government-issued currency, that is designated as a legal tender in its country of issuance on the legislative level.

“Funds” mean the amount of Cryptocurrency and/or Fiat Money that are placed into the Account and used during the execution of Transactions.

“Governmental Authority” means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory and/or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.

“IP Rights” means all rights in and to:

• the Website (and each component thereof);
• any and all of the Data; and/or
• all modifications, including custom modifications, whether made by or with the assistance of you or any other Person, to any of (i) and (ii), including in each case all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, copyrights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, look and feel, software (frontend and backend), know-how, techniques, methodologies, trade secrets and other confidential information, rights in databases and all other intellectual property rights and proprietary rights of a similar or corresponding character, which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights.

“Law” means all applicable laws, regulations, judgments, decrees, treaties, ordinances, orders and rulings, interpretations and statements of policy of any Governmental Authority or regulatory or self-regulatory organization, authority, agency or body, in each case which has jurisdiction over EXMO, User, or their respective operations.

“Order” is a bid or offer entered by User on the Platform, which expresses User’s firm willingness to enter into Transaction with respective EXMO Order.

“Person” means an individual, partnership, limited partnership, corporation, limited liability company, joint-stock company, unincorporated organization or association, trust or joint venture, or other forms of legal entity, or a Governmental Authority or political subdivision thereof. Person also means the Person’s Representatives, successors or permitted assigns.

“Personal Cabinet” means set of protected pages on the Platform that are created following User’s registration on the Platform, using which the User can place Orders for further execution of Transactions with EXMO. The Personal Cabinet reflects information about placed and cancelled Orders, closed Transactions, available Funds and other information determined by the functions of the Website.

“Personal Data” means information that identifies an individual, such as name, address, email address, trading information and banking details. Personal Data does not include anonymized and/or aggregated data that does not identify a specific User.

“Platform” means the EXMO’s trading platform, accessible using the internet and/or telecommunications networks via the Website and/or through EXMO Workstation and/or such other graphical user interface, application program interface, mobile application or other front-end trading interface as EXMO may establish or permit from time to time to enable registered and authorized Users to enter into Transactions.

“Privacy Policy” means rules of collection, storage, distribution and protection of Personal Data that EXMO obtains from Users and that constitutes an essential part of this Agreement, and available in English via the following link — Privacy Policy.

“Representative” means Person’s officers, directors, members, managers, employees, agents and/or any individuals authorized by the Law, constitutional documents, power of attorney or similar document.

“Reseller Model” means an operating trading model in accordance with which Transactions are performed on the Platform as further described in Clause 5.1 of this Agreement.

“Spot Transaction” means a Transaction for the purchase or sale of one Currency in exchange for another Currency for settlement less than two Business Days after the time that such Transaction is entered into.

“Term” means the term of this Agreement that shall commence upon acceptance by you of this Agreement according to the procedure defined in the recitals of this Agreement and shall continue as long as you are authorized to use the Platform or any Services, subject to any earlier termination in accordance with this Agreement.

“Third Party Technology Provider” means a party, third party software and/or technology provider, whose products or services might assist EXMO in maintenance and operation of the Website, Platform and/or Services.

“Trade ID” means a unique number that is shown in the User Personal Cabinet and identifies 2 (two) subsequent Transactions, namely:

• Transaction performed on the Platform on the basis of the User’s Order; and
• respective Back to Back Order Transaction from EXMO performed with the other User, as determined in Clause 5.2 of this Agreement.

“Transaction” means a Spot Transaction entered into on the Platform by the User with EXMO as his counterpart, or by EXMO with the User as its counterpart.

“User” means any Person, who is registered on the Platform and has agreed to the terms and conditions of this Agreement.

“User Account Data” means User’s data necessary to access and use the Platform, that includes: login, password, email and other data indicated during the registration process, as well as after it.

“Website” means set of information, texts, graphic and design elements, pictures, photo, video and other intellectual creations, as well as a set of computer programs contained in the information system, which ensures the accessibility of this information at https://exmo.com, including any sub-domains and, in the event the domain or content of the website should be changed for any reason, it shall include the website after any such changes.

“Withdrawal” and any term derived means an operation involving a transfer of Funds from the User Account.

Other undefined terms and definitions that can be found in the text of this Agreement should be construed by the Parties in accordance with the laws of England and Wales.

Headings are used in this Agreement exclusively for convenience and shall not affect the interpretation of the Agreement provisions.

In this Agreement EXMO and you are referred to cumulatively as the “Parties” and singularly as the “Party“.

Reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated.

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words “without limitation” following them.

Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

2. SUBJECT MATTER OF AGREEMENT AND ELIGIBILITY

2.1. Subject Matter of the Agreement

Under this Agreement, EXMO renders to the Users the following services:

• grants access to the Platform in order to perform Transactions;
• grants access to the Website, as well as to the Personal Cabinet and Account on the Platform;
• provides information necessary to use the Platform and perform Transactions.

EXMO may render hereunder other services specified in this Agreement and/or that are from time to time made available on the Website or on the Platform.

EXMO maintains the right to select markets and jurisdictions to operate in and may restrict or deny the Services in certain countries in order to comply with necessary regulations as well as according to its sole discretion as set forth in Clause 2.2.

2.2. Eligibility

2.2.1. By registering on the Platform, you represent and warrant that:

• you are at least 18 years old or of legal age to form a binding contract under applicable Law;
• you are an individual, legal person or other organization with full legal capacity and authority to enter into this Agreement;
• you have not previously been suspended or removed from using our Services and/or Platform;
• you do not currently have an existing Account at the Platform; and
• in case you are entering into this Agreement on behalf of a legal entity of which you are an Authorized Representative, you represent and warrant that you have all necessary rights and authority to bind such a legal entity with obligations hereunder.

2.2.2. Your use of Services, Website and Platform is subject to international control requirements and requirements of economic sanctions. While sending, receiving, buying, selling, trading or keeping Funds on the Platform, you agree to be compliant with such requirements. You are not allowed to perform or participate in Transactions on the Platform or use any of the Services if:

• you are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or jurisdiction that prohibits the use of Cryptocurrencies, or other jurisdiction, which has strategic deficiencies in its Anti-Money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List (each a “Sanctioned Country“), or if you are a person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, or the EU or HM Treasury’s financial sanctions regime (a “Sanctioned Person“); or
• you are in, under the control of, or a resident, or a national of unrecognized country, or territory, or a jurisdiction requiring obligatory national license for Cryptocurrency exchange business, or special registration, which EXMO might not have; or
• you are the Person who fails to meet any User due diligence standards, requests, or requirements of EXMO, or otherwise appear to be of high risk, including but not limited to any of the foregoing factors.

Depending on User’s place of residence, there might be other factors which might limit the User in using Services fully or in part. It is your responsibility to follow those rules and Laws in your place of residence and/or place from which you access the Website and/or the Platform and/or use any of the Services.

In addition, EXMO reserves its right to restrict or prohibit the use of the Platform and/or the Services for certain jurisdictions if applicable law or our AML/CTF and KYC Policy procedures will require for such prohibition or restriction, as well as to apply enhanced due diligence measures in relationship to Persons currently registered or willing to register at the Platform who are in, under the control of, or are residents, or nationals of one of the sanction risk jurisdictions.

3. PERSONAL CABINET

3.1. General

EXMO provides access to the information about the Platform, Currency Rates, placed Orders and closed Transactions on the Website without registration.

However, access to use the Platform and Services is provided only through the Personal Cabinet. In order to create the Personal Cabinet, you have to complete all registration procedures set forth in this Agreement and provide EXMO with all the required User Account Data.

3.2. Registration

To register, you must provide EXMO with your User Account Data, as well as accept this Agreement. You agree to provide complete and accurate information when registering at the Platform and agree to promptly update any information that you shall provide to EXMO ensuring such information is complete and accurate at all times.

Unless otherwise agreed separately between EXMO and the User in writing, each registration is for a single User only and any User may only access the Platform and its Account through the Personal Cabinet. Any breach of the mentioned requirement shall be treated as an essential breach of this Agreement. Should the User be a Person other than registered as such, this User shall be allowed to act through its Representative for the purpose of access to the Platform, its Account and its Personal Cabinet.

Non-compliance with Clause 3.2 will be considered a violation of this Agreement.

EXMO may in its sole discretion decline your registration on the Platform.

3.3. User Identity Verification

With registration on the Platform and obtaining access to your created Personal Cabinet, you agree to share User Account Data requested for the purposes of identity verification. Identity Verification is a required procedure for all existing and new Users under Money Laundering and Terrorist Financing (Amendment) Regulations that came into force on 10 January 2020. Deposit and Withdrawal of Funds will be blocked on User Account until successful User Identity Verification procedure is performed for such User Account. Herewith, EXMO reserves the right to limit the Platform functionality altogether to the Users who have not successfully passed User Identity Verification process. The information required under User Identity Verification procedure is used specifically for the detection of money laundering, terrorist financing, fraud and other financial crimes performed on the Platform. We will collect, use and share such information in accordance with our Privacy Policy. In addition to providing such information, in order to facilitate compliance with global industry standards for data retention, you agree to permit us to keep a record of such information for the lifetime of your Personal Cabinet plus 8 (eight) years after Account termination. You also authorize us to make inquiries, either directly or through third parties, that are deemed necessary to verify your identity or to protect you and/or us against financial and other crimes such as fraud.

In providing the information required in accordance with Clause 3.2 and this Section 3, you confirm that it is accurate and authentic. You also guarantee that such information is truthful, complete and will be updated in a timely manner subject to any changes to it. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, EXMO shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services available to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of Service if you cannot be reached via User Account Data provided to EXMO. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.

By your registration at the Platform and obtaining for use your Personal Cabinet you authorize EXMO to make inquiries, whether directly or through third parties, that EXMO considers necessary, to verify your identity or protect you and/or EXMO against fraud or other crimes, and to take action that EXMO may reasonably deem necessary based on the results of such inquiries. You also acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

3.4. Personal Cabinet Usage Requirements

Subject to Clause 3.2 of this Agreement, Personal Cabinet can only be used by the Person under whose name it is registered. EXMO reserves the right to suspend, freeze or terminate Personal Cabinets in case of suspicions that they are used by Persons other than the Persons under whose names they are registered unless the Parties have agreed otherwise in writing. You shall immediately notify EXMO if you suspect or become aware of unauthorized use of your user name, password or any other User Account Data. EXMO shall not be liable for any loss or damage arising from any use of your Personal Cabinet by you or by any third party (whether or not authorized by you).

3.5. Personal Cabinet Security

You are responsible for setting up a user name and password during the registration process. You can also change the password at any time after the registration process is completed. You commit to safeguarding password and other User Account Data from unauthorized access from third parties and you are the one to determine the best way to save this data and to take steps in order to prevent it from illegal or unauthorized disclosure or usage.

You agree to consider your User Account Data as confidential information and not to disclose such information to any third party. You also agree that you are alone responsible for taking necessary safety precautions to protect your own Personal Cabinet access information and User Account Data and consequences triggered by non-compliance with the mentioned requirements.

By creating a Personal Cabinet, and concluding this Agreement, you hereby agree that:

• you will notify EXMO immediately if you are aware of any unauthorized use of your Personal Cabinet and User Account Data by any Person or any other violations to the security rules; until EXMO receives the corresponding message from you, all the actions made from your Personal Cabinet will be considered as made by you as the holder of the Account;
• you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the Platform;
• and you will log out from the Platform by taking proper steps at the end of every visit session.

4. ACCOUNT

4.1. General Provisions

After registration on the Platform, you get access to your Account through the Personal Cabinet. You can operate your Account and the Personal Cabinet manually, as well as instruct the Platform to execute operations with your Account automatically.

All the Funds transferred to the Account belong to you. Interests do not apply to the remainder amount of Funds in your Account, and EXMO is not committed to paying such interests.

All Account operations are carried out upon your request made in a proper way on the Platform using your Personal Cabinet. EXMO does not accept Orders or requests on carrying out any operations with your Account from third parties except otherwise is stipulated by this Agreement or other agreements between the Parties.

EXMO indicates in the Personal Cabinet the information necessary for Deposit and Withdrawal of Funds.

You acknowledge and agree that Deposit and Withdrawal of Funds in Fiat Money may be delayed for a period of up to 1 (one) month due to bank verifications and checks. Similarly, you acknowledge and agree that topping up and withdrawing Cryptocurrencies into/from your Account may take between 1 (one) hour and 72 (seventy-two) hours, barring unforeseen or unavoidable network issues.

4.2. Deposit

EXMO keeps a record of the Funds transferred to the Account.

To make a top-up into your Account, you have to transfer Funds according to the payment details indicated by EXMO in your Personal Cabinet. We may request documentation to verify the source of such topped-up Funds. During Funds’ top-up source verification process, we will hold such top-up requests until appropriate documentation has been provided and deemed acceptable.

Transfer of Funds under Deposit, as well as during execution of Transactions between you and EXMO, might be carried out by third parties (electronic money institutions, payment service providers, banks, etc.). EXMO shall not bear any liability for actions of such third parties. You shall be responsible for paying commissions and service fees related to the transfer of Funds, as well as you shall assume the risks of indicating incorrect payment details.

EXMO shall also have the right to limit and/or restrict Deposits and Withdrawal of Funds from/to certain regions and jurisdictions, as it may be necessary under the requirement from electronic money institutions, payment service providers, banks, etc.

Deposit is considered to be made when the corresponding amount of Funds is credited to the respective User Account on the Platform. Notwithstanding the fact that the Platform usually operates 24 hours a day, certain Deposits, depending on the payment method used, might be processed and credited to the respective User Account only during regular working hours in CET time zone. The amount of confirmations required for the purposes of full transfer of Cryptocurrency to the Account may vary from the amount of confirmations required for the purposes of reflecting Funds on the Account according to the information mentioned in the respective section of User Personal Cabinet on the Platform, and in such a case EXMO shall not be liable for any preliminary notification of the User regarding such changes in the amount of required confirmations.

In cases of Deposit with Cryptocurrency, the amount of Cryptocurrency that is being transferred shall not be fully available on User Account until it has been fully topped up, in particular: until the relevant amount of confirmations is received by the network, depending on the type of Cryptocurrency.

EXMO is entitled to set and vary maximum and minimum limits for Deposits and Withdrawals of Funds at its own discretion. EXMO shall not be liable for any preliminary notification of the User with regard to such changes. Herewith:

• if Deposit is made into Account in the amount that is less than allowed minimum for Deposit, Funds shall not be credited to the User Account on the Platform, as well as such Funds shall not be transferred back to the User;
• Deposits that are below the required minimum shall not be summed up.

4.3. Withdrawal of Funds from Your Account

To Withdraw Funds from your Account, you have to fill the corresponding form in your Personal Cabinet. You will receive a message to the email address on which your Account is registered asking to confirm or to deny the Withdrawal operation. In case you deny or do not confirm the Withdrawal, the Funds will remain on your Account.

The Platform sets certain restrictions on Funds Withdrawals and you may not initiate the Withdrawal of Funds for 3 (three) days after changing User Account Data, which includes changing or restoring password, as well as changing authorization method. In addition, the Platform or a financial institution (electronic money institutions, payment service providers, banks, etc.) may restrict any Withdrawal of Funds for 3 (three) days from the date of Deposit using specific top-up methods.

Any confirmed Withdrawal is irrevocable.

4.4. Suspicious Activity

If you discover suspicious activity or operations, including but not limited to unknown Deposits and Withdrawals of Funds, made into/from your Account that were not initiated by you, you shall immediately notify EXMO about such activities and/or operations and follow our instructions. Upon such circumstances, EXMO will provide you with instructions for further actions that you shall follow to protect your Account. Otherwise, EXMO reserves the right to freeze the remainder of Funds on such Account until the end of the investigation.

EXMO may also be forced to cancel or recall already executed Withdrawal at the request of financial institutions, which are involved in settlements related to Deposits and Withdrawal of Funds into/from User Account. In such a case, you are obliged to cooperate with EXMO in order to discover the reasons behind such a request.

4.5. Use of Chat

User gets access to Chat after Deposit of the sum that is equal to or exceeds 500 USD (two hundred US Dollars) or equivalent amount in another Fiat Money or Cryptocurrency. In using Chat, the User is prohibited to:

• insult and threaten other Users and/or EXMO staff; this is considered as a direct violation of the rules of Chat use and may result in a permanent ban of the User;
• use any forms of obscene language;
• make statements stirring up to international dissension, containing violence propaganda or offending religious feelings of other Users;
• send any kind of external links;
• text messages in capital letters only;
• repeatedly text the same information or constantly repeat the same phrase;
• offer to buy or sell Currencies;
• advertise products or services of other companies or service providers;
• flood, spam and discuss topics that are not related to Currencies or EXMO;
• provide false or misleading information about EXMO.

4.6. Inactive Account Fee

In case during 6 (six) months the User has not made a single Transaction, or single Deposit, or single Withdrawal of Funds, the Account of such User shall be considered Inactive Account (“Inactive Account“).

For all Inactive Accounts, EXMO applies a monthly fee, which is the equivalent of 5 (five) US dollars at the current SPOT rate of the US dollar to the Currency in which the fee will be debited (“Inactive Account Fee“).

From the moment of recognizing the Account as Inactive, EXMO has the right without notification of the User to debit Inactive Account Fee every calendar month. Inactive Account Fee debit occurs until the 10th (tenth) day of each such month. Herewith, the Account ceases to be considered an Inactive Account from the date of execution of any of the following actions: one Transaction, or one Deposit, or one Withdrawal of Funds. The debiting of Inactive Account Fee shall discontinue from the date when the Account ceases to be considered an Inactive Account. Inactive Account Fee is debited by EXMO in any Currency in which the Funds are available in Inactive Account at the time of such debit.

If the amount of Funds in User Account is less than the amount of Inactive Account Fee, EXMO debits the entire balance of Funds from such Account.

Inactive Account Fee is debited starting from 1 January 2020 for each Account, which is considered as Inactive Account as of such date and hereinafter for each Account that is considered as Inactive Account according to the conditions specified in this Clause.

UPDATE OF THE CLAUSE 4.6 FROM 01 JULY 2021: Starting from 01 July 2021, EXMO cancels the application of Inactive Account Fee. Accordingly, starting from 01 July 2021, the Clause 4.6 of this Agreement is terminated. EXMO has been applying Inactive Account Fee from 01 January 2020 to 30 June 2021 inclusive.

5. TRADING

5.1. General Provisions and Reseller Model Description

In terms of trading, EXMO operates under Reseller Model, meaning that you acknowledge and agree that EXMO will always be your only counterpart in your Transactions on the Platform, where EXMO will engage in such Transactions before, after or simultaneously with you placing the respective Order. After we receive Order from you, we locate back-to-back Orders from other Users to complete your initial Order by the means of Transaction. We enter into such Transaction as principal.

We will act as principal on our own behalf and not as agent on your behalf. Dealings with you will be carried out by us on an execution-only basis. We will not give you investment advice on any aspect of your trading with us. We do not have an obligation to perform a validity check of your trading or to monitor or inform you as to the performance of any of your Order. You trade entirely at your own risk.

We will not provide you with any tax advice. You will be responsible at all times for the payment of all taxes due as a result of your trading with us and for providing any relevant tax authority with any information that is requested from you.

It is brought to your attention that you may be subject to taxes and costs that are not imposed by us or paid via us. It is your responsibility to ensure the payment of all taxes as they become due.

You recognize that Order shall only be submitted by you after careful consideration, and you understand and accept the consequences of its execution.

EXMO applies Fees for acting as a reseller and executing trade Transactions, as well as for accepting Deposits and performing Withdrawals. Current Fees and Limits are available in English via the following links — Fees & Limits.

We shall not accept or execute Order submitted by you unless your Account contains sufficient Funds to cover the Order that you wish to place and you are not otherwise in breach of this Agreement.

5.2. Trading Mechanics

Order can be only be placed online at the Platform via EXMO Workstation or API (application programming interface) key generated from EXMO Platform. We shall not accept and shall not be under any obligation to execute any Order submitted other than by that method.

The Platform is open for trading 24 (twenty-four) hours a day other than in cases of emergency, suspension or for planned maintenance work (“Trading Hours“). Outside the Trading Hours, the Platform may not be accessed by you, no Orders may be placed and no Transaction can be performed.

Your Order is registered on the Platform after verifying the availability of the required amount of Funds on your Account. EXMO controls the possibility of Users to perform Transactions and by the means of such control we lower the risk of non-execution of User obligations under separate Transactions.

Upon receipt and acceptance of your Order, we shall place from our own behalf an identical order on the Platform (“Back to Back Order“) with the same Trade ID as your Order.

The prices on which you can trade with us will be the prices we obtain on the Platform for the Currency Pair in which you placed your initial Order. In some circumstances, we may in our sole discretion obtain prices from brokers or other crossing networks and multilateral trading facilities that provide prices for relevant Currency Pairs (“Third Party Sources“).

Back to Back Order is submitted by us automatically on the Platform and it mirrors Order that we have received from you. Various factors, such as the volume of your Order and liquidity available in the Currency Pair, in which you placed such Order, might impact whether Back to Back Order will be partially or fully executed on the Platform (including the price for which such Order might be fully executed on the Platform). The prices on our Platform are constantly changing and we do not guarantee that the price you see on EXMO Workstation when placing an Order will be the price at which your Transaction will be executed.

We cannot guarantee that Back to Back Order will be fully matched or fully executed on the Platform. Our ability to complete a Transaction on your Account is dependent on our ability to execute Back to Back Order on the Platform or obtain relevant Currency price and match at Third Party Source. It is only when Back to Back Order is fully matched or fully executed on the Platform or will match with a Third Party Sources, that your Order will be executed.

You may cancel any part of your Order as long as the corresponding part of Back to Back Order that relates to the part of your Order you wish to cancel has not been matched or filled on the Platform or by Third Party Source. You cannot cancel your Order once Back to Back Order has been fully executed.

Upon our Back to Back Order being filled in whole or in part on the Platform, we will execute Transaction on our own behalf on the Platform to satisfy your initial Order (“Back to Back Transaction“). Upon Back to Back Transaction is executed on the Platform, we shall reflect such Transaction Currency amount on your Account considering the price and volume of Back to Back Transaction.

However, if we obtain a price from a Third Party Source, we shall enter into a trade transaction with such third party offering that price (which shall also be considered Back to Back Transaction for the purposes of this Agreement), and once we have done so, your Order will be executed and relevant credit/debit will be made in your Account at the same price and in the same volume as Back to Back Transaction.

The price of your Order will be the price at which Back to Back Transaction has been opened in whole or part on the Platform or with the Third Party Source (“Opening Price“). Back to Back Orders may result in a number of Back to Back Transactions being executed to fill your Order in whole or in part. Where multiple Back to Back Transactions are executed to fill Back to Back Order, we will open multiple Orders with you to fill your Order and the Opening Price for each such trade may be different.

The price at which your Order will be executed is the price at which Back to Back Transaction has been executed in whole or part on the Platform, or using a Third Party Source (“Closing Price“). If Back to Back Transaction is closed in tranches you will receive the price that we receive on the Platform or from a Third Party Source for that part of Back to Back Transaction that is closed. It may therefore be the case that you receive multiple prices to complete a Transaction.

Each Transaction on your Account will be binding on you notwithstanding that by submitting Order you may have exceeded any limit applicable to your trading with us.

Such actions as placing Orders, cancelling them and execution of Transactions are reflected in the User Personal Cabinet.

The information about executed Transaction is available for all Users during a period of time determined by EXMO.

5.3. Instant Buy

You can perform instant transaction converting Fiat Money into Cryptocurrency (“Instant Buy”). Instant Buy is available on the Platform and provided by a third party service provider. It is brought to your attention that EXMO has no control over Instant Buy performed by a third party service provider.

5.4 Buy Crypto Services operated by EXMO

EXMO provides the Buy Crypto Services to instant buy Cryptocurrencies. The use of the Buy Crypto Services must comply with the relevant instructions on the EXMO Platform. If EXMO cannot complete your Transaction for any reason (such as price movement, failure of the EXMO Platform to respond, or an order exceeding the minimum or maximum order size), EXMO may reject the Order and notify you of such rejection. EXMO bears no liability for rejecting an instant buy Transaction.

Transaction Price. You will be presented with a price valid only during a specific time period when initiating a Transaction. EXMO may cancel any Transaction not confirmed by you within the time period. EXMO reserves the right to decline an Order of any type or to offer Users a new price for an “Buy Crypto” under certain market conditions such as volatile market conditions.

Fees. Transactions using the Buy Crypto Services are subject to Fees. You are presented with the applicable Fees before entering into the Transaction. Your confirmation of the Transaction constitutes agreement to pay all such applicable Fees. You will not be charged any such Fees in the unlikely event your Transaction is rejected.

No Guarantee of Buy Crypto Services. You are warned that slippage may occur when executing Buy Crypto Services. While EXMO employs measures to ensure that the Buy Crypto Services are accessible 24 hours a day and 7 days a week, EXMO cannot guarantee uninterrupted or error-free operation of the Buy Crypto Services or that EXMO will correct all defects or prevent third-party disruptions or unauthorized third party access. EXMO may at its sole discretion reject any pending Transaction, whether confirmed by the User or not, in the event of such disruptions. EXMO bears no liability for rejecting a Buy Crypto Transaction.

6. TYPES OF ORDERS

6.1. Limit Buy Order

A limit buy Order represents the User’s offer to buy a certain amount of Funds at the Exchange Rate set by the User.

A limit buy Order can be executed at a lower Exchange Rate than the one indicated in the placed Order. A limit buy Order cannot be executed at a higher Exchange Rate than the one indicated in the placed Order.

6.2. Limit Sell Order

A limit sell Order represents the User’s offer to sell a certain amount of Funds at the Exchange Rate set by the User.

6.3. Market Buy Order

A market buy Order represents the User’s offer to buy a certain amount of Funds without setting the Exchange Rate.

The Order will be executed against the lowest Exchange Rate ask price that is available on the Platform at the moment of such Order placement.

6.4. Market Sell Order

A market sell Order represents the User’s offer to sell a certain amount of Funds without setting the Exchange Rate.

The Order will be executed against the highest Exchange Rate bid price that is available on the Platform at the moment of such Order placement.

6.5. Stop Order

Stop Order for buy (buy stop) — is an Order for the purchase of Funds at a specified price or higher, which may be used by the User when the price rises and is expected to continue to rise.

Stop Order for sell (sell stop) — is an Order for sale of Funds at a specified price or below, which may be used by the User when the price decreases and is expected to continue to decrease. Stop sell Order (sell stop) may be placed for Funds at a price that is lower than the current market price for such Funds on the Platform.

Stop Orders may be used to either open a position (Order) or close it. When closing a position, stop Order is used as a protective order that limits losses (stop loss). A stop Order for buy (buy stop) may protect a short position (sales), and a stop Order for sell (sell stop) may protect a long position (purchases).

SLIPPAGE NOTICE. PLEASE NOTE THAT MARKET ORDERS AT THE PLATFORM, INCLUDING STOP ORDERS, ARE NOT A 100% GUARANTEE OF GETTING THE INTENDED PRICE FOR OPENING OR CLOSING A POSITION. SLIPPAGE MAY OCCUR WHEN THE VOLATILITY OF THE MARKET MAKES A MARKET AND/OR STOP ORDER AT A SPECIFIED PRICE IMPOSSIBLE TO BE EXECUTED AND CLOSED. THUS, RESPECTIVE MARKET ORDER AND/OR STOP ORDER WILL BE EXECUTED AT THE NEXT BEST PRICE.

7. WEBSITE AND PLATFORM ILLEGAL USE PREVENTION

When accessing or using the Platform and/or Services, you agree that you will not violate any Law, contract, IP rights and/or other third-party right or commit a tort and that you are solely responsible for your conduct while using our Platform and Services. Without limiting the generality of the foregoing, you agree that you will not:

• use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from using our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;
• use any robot, spider, crawler, scraper or other automated means or interface not authorized by us to access our Services or to extract data;
• use or attempt to use another User’s Personal Cabinet or Account unless you are the Representative of such other User;
• attempt to circumvent any content-filtering techniques we employ or attempt to access to any service or area of our Services, Website or Platform that you are not authorized to access to;
• develop any third-party applications that interact with our Services without our prior written consent;
• provide false, inaccurate, or misleading information during registration at the Platform process, when updating your User information or in communication with us;
• advertise products on the Website without any type of additional special agreement between you and  EXMO;
• encourage or induce any third party to engage in any of the activities prohibited under this Section 7 of the Agreement or forbidden by the Law.

8. RISK WARNING AND ACCEPTANCE OF SUCH RISKS BY THE USER

The trading of goods and assets, real or virtual, as well as Cryptocurrencies involves significant risk. Prices can and do fluctuate on any given day. Such price fluctuations may increase or decrease the value of your assets at any given moment. Any currency — virtual or not — may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market.

Cryptocurrency trading has special risks that are not common with Fiat Money, commodities, stock or any other form of asset trading. Unlike most Fiat Money, which is backed by governments or other legal entities, or by commodities such as gold or silver, Cryptocurrencies are a unique type of currency, backed by technology and trust. There is no central bank that can issue more currency or take corrective measures to protect the value of Cryptocurrencies in case of a crisis.

Cryptocurrency trading is often susceptible to irrational (or rational) bubbles or loss of trust in its value, which could drop demand relative to supply. For example, Cryptocurrencies can become subject to low trust in its value from its investors and/or traders as a result of its unexpected changes imposed by such Cryptocurrencies developers or others, a government crackdown, the creation of superior competing alternative Cryptocurrencies, or a deflationary or inflationary spiral. Trust in Cryptocurrency value might also diminish as a result of technical issues: if the anonymity of the system is compromised, or if Cryptocurrency is lost or stolen, or in case hackers or governments are able to prevent any such Cryptocurrency transactions from settling.

There may also be additional risks that we have not foreseen or identified in this Agreement.

In light of the above, you should understand that all the operations with Cryptocurrencies have irreversible character and that Funds acquired during the Transactions can be returned only on the basis of an additional specific agreement. You cannot cancel, reverse, or change any Order marked as executed.

You acknowledge that you have been informed and that you understand and agree that: none of EXMO, EXMO Group Member nor any of their respective Third Party Technology Providers shall, directly or indirectly, be responsible for, have any liability or obligation in respect of, or otherwise guarantee, the performance or settlement of any Transaction entered into by you through the Platform, and no EXMO Group Member or Third Party Technology Provider shall have any liability to the User or any other Person for any Transaction executed on the Platform.

9. INTELLECTUAL PROPERTY AND LIMITED RIGHT OF USE

9.1. Intellectual Property

You acknowledge and agree that EXMO is the sole owner (except to the extent owned by third-party licensors, including any Third Party Technology Providers), of all rights, titles and interests to the IP Rights. You shall not obtain any rights in or to the IP Rights, except for those limited rights licensed to you by EXMO as set forth in Clause 9.2.

You shall take all steps necessary to maintain the confidentiality of all documents and material provided by EXMO or any of its third-party providers (including any Third Party Technology Providers) with respect to Website, Platform and each component thereof. You shall not:

• alter, maintain, enhance or otherwise modify Website and/or Platform;
• disassemble, decompile, reverse-engineer, copy, bug fix, correct, update, transfer, broadcast or create derivative works based on Website and/or Platform; nor
• otherwise take express action to discover any equivalent of Website or Platform.

You acknowledge and agree that EXMO shall use information regarding your identity and use of the Website and the Platform in accordance with its Privacy Policy, as may be amended from time to time by EXMO in accordance with the terms thereof. You acknowledge and agree that EXMO is the owner of the Aggregate Data and shall be permitted to manipulate, use, license and sublicense the Aggregate Data, in its sole discretion, provided that EXMO is obliged to assure that any such disclosure of Aggregate Data will not identify you to a third party as a source of any specific data of your trading at the Platform without your permission.

9.2. Limited Right of Use

Subject to your compliance with the terms and conditions of this Agreement, you are granted a limited, revocable, non-exclusive, royalty-free and non-transferable license to access and use the Website and the Platform during the Term for the purposes set out in, and in a manner consistent with this Agreement.

All rights that not expressly granted under this Agreement are reserved. Thus, you are prohibited from using Services in any manner that is not expressly and unambiguously authorized by this Agreement.

Unless otherwise specified, all materials on this Website are property of EXMO and are protected by copyright, trademark and other applicable Laws. You may view, print and/or download a copy of the materials from this Website solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.

The trademarks, service marks and logos of EXMO and others used on this Website and Platform (“Trademarks“) are the property of EXMO. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on this Website and Platform also belong to EXMO. Trademarks and materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated without preliminary consent from EXMO. The use of any such materials on any other website or networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, trademark and other applicable Laws.

10. USE OF OUR TECHNOLOGY

10.1. Website and Platform Control

You acknowledge and agree that EXMO shall have sole discretion and absolute control over, and the right to modify at any time, Website and/or Platform functionality, configuration, appearance and content, including:

• the parameters and protocols by which Orders and Transactions are placed, routed, matched or otherwise processed on Platform; and
• the availability of Website and/or Platform to you or with respect to particular Currency Pairs or Transactions at any particular places, times or locations.
• Amend Cryptocurrency wallet addresses of Users in their respective Personal Cabinets subject to security, precaution measures, EXMO information technology infrastructure changes or any other requirement as may be solely decided by EXMO following the due notification of Users, including but not limited by the means of an article in the ‘News’ section of the Website that is accessible at https://exmo.com/blog/en/news (including its versions in other languages) of such amendment of Users’ Cryptocurrency wallet addresses.

10.2. Website Availability

We do not guarantee that this Website and/or Platform will be available 100% of the time. We will strive to provide you with Service as soon as possible, but there are no guarantees that access to Website and/or Platform will not be interrupted, or that there will be no delays, failures, errors, omissions or a loss of transmitted information.

We will use reasonable endeavours to ensure that Website and/or Platform can be accessed. However, we may suspend the use of Website and/or Platform for maintenance and will make reasonable efforts to give you notice of this. You acknowledge that this may not be possible in an emergency, and accept the risks associated with the fact that you may not always be able to use Website and/or Platform or carry out urgent Transactions using your Account. In addition, time periods before and after Website and Platform maintenance might be subject to high volatility of prices for Currencies that can lead to unexpected market moves. By accepting this Agreement, you acknowledge such risks and will not hold EXMO liable for your financial losses as an outcome of such increased volatility due to temporary technical Website and Platform maintenance works.

10.3. External Websites

EXMO makes no representations whatsoever about any external or third-party website you may access through the Website. Occasionally, the Website may contain references and/or links to other websites (“External Websites“). We do not control these External Websites or third-party websites or any of the content contained therein. You agree that we are in no way responsible or liable for External Websites referenced or linked on this Website, including, but not limited to, website content, policies, failures, promotions, products, opinions, advice, statements, prices, activities and advertisements, services or actions and/or any damages, losses, failures or problems caused by, related to, or arising from those websites. You shall bear all risks associated with the use of such external content and External Websites.

External Websites have separate and independent terms of use and related policies. We request that you review the policies, rules, terms and regulations of each website that you visit. It is up to you to take precautions to ensure that whatever you select for your use is free of items such as viruses, worms, trojan horses and other items of a destructive nature.

10.4. Security and Viruses

Any use of the Internet may be subject to a virus attack and/or communication failure. EXMO shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, trojan horses, worms or other malware that may affect your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. EXMO recommends that you use reputable virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from EXMO since text messages and emails are also vulnerable to phishing, spoofing and other viruses. We advise you to log into your Personal Cabinet via this Website only and avoid messages from inauthentic senders that provide you options to log into your Personal Cabinet.

10.5. Website Accuracy

Although we intend to provide accurate and timely information on this Website, it (including, without limitation, its content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.

In an effort to continue to provide you with as complete and accurate information as possible, information on this Website may, to the extent permitted by applicable Law, be changed or updated from time to time with a supporting notification of our Users of such changes or updates at the earliest opportunity with reasonable notice via Users’ Account Data indicated emails and/or a pop-up notification on the Website and/or respective post(s) on one of the official social media accounts of EXMO (such official social media accounts of EXMO include https://www.facebook.com/exmo.market, https://twitter.com/Exmo_Com, https://t.me/exmo_official) and/or via notification in your Personal Cabinet, including without limitation any modification or updates regarding this Agreement and/or its essential parts. Accordingly, you should verify all information before relying on it, and all such decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions.

As mentioned in Clause 10.3 above, links to third-party materials (including without limitation any websites) may be provided as a convenience but such links and its content are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content or services contained in any such third-party materials accessible from the Website or that may have links to this Website.

10.6. User Content

Should you upload any content on this Website, including without limitations, any text, photo, or other material, you represent and warrant that such content will not consist of:

• false, misleading information or misappropriation;
• copyrighted material which you are not authorized to post publicly;
• obscene, offensive, unlawful content or any content which, subject to the EXMO sole discretion, may harm or risk the EXMO good name and reputation; or
• anything that is otherwise prohibited by any applicable Law.

Without relieving you of your responsibility as abovementioned, EXMO may, subject to the EXMO sole discretion, remove any content which is in violation of the above requirements in addition to any further action which EXMO may consider necessary. EXMO does not undertake to review any such content nor assumes any responsibility in connection therewith.

You acknowledge and agree that EXMO may not and does not endorse or guarantee the authenticity, identity or reliability of any content and information either posted by any User or attributed to any User, thus relying on other Users’ content is solely at your own discretion and risk.

11. SUSPENSION, TERMINATION OR TRANSACTION CANCELLATION

11.1. Termination

You may unilaterally terminate this Agreement and close your Account at any time, following settlement of any pending Transactions by making a written request 30 (thirty) calendar days prior to the desired date of Account termination or suspension to [email protected]. In addition, in accordance with Clause 3.3 of this Agreement and subject to legislation and legal compliance requirements, EXMO shall store your data provided to us under User Identity Verification procedure for 8 (eight) years after the date of termination of your Account.

11.2. Suspension

Notwithstanding any other provision of this Agreement, you acknowledge that EXMO shall have the right to restrict your access to, or to impose limits or suspend your use of Website and/or Platform (including your capacity to place Orders and enter into Transactions), either generally or in respect of specific Currency Pairs or Transactions, or to discontinue transmitting any Data or other information, or to refuse to enter into, facilitate or process any or all Transactions, if under EXMO sole discretion any of the following circumstances occur or EXMO considers such circumstance to be likely to occur:

• full or partial failure of Website and/or Platform, including failure of any of the technology constituting Website and/or Platform or any of the communications links within the Website and/or the Platform or between Website and/or Platform and any other Person or counterparty, or any other circumstance where EXMO considers in its reasonable discretion that it is not practicable for EXMO to provide access to Website and/or Platform;
• breach in the security of Website and/or Platform;
• breach by you of your obligations under this Agreement;
• in order to comply with Law (including but not limited to the prohibition of or restrictions in respect of any Cryptocurrency);
• detection of unusual activity in Personal Cabinet and/or Account;
• detection of unauthorized access to Personal Cabinet and/or Account;
• due to governmental proceeding in respect of a particular Account and/or User, criminal investigation and/or other pending litigation;
• requirement to do so by court order or by Governmental Authority; or
  due to market conditions, or conditions with respect to a particular Currency Pair or Currency, under EXMO sole discretion.

Any actions taken by EXMO pursuant to this Section shall continue for a time EXMO considers reasonable, necessary or desirable. You agree that:

• it shall be a material breach of this Agreement to evade, or attempt to evade, any suspension, restriction or limitation imposed under this Section 11 of the Agreement; and
• EXMO shall not at any time be obliged to take any action permitted under this Section 11.

11.3. Transaction Cancellation

You acknowledge and agree that if any of the circumstances enumerated in the points of this Section 11.2. occurs at any time, EXMO may cancel the Transaction previously executed by you via Platform.

You also agree that EXMO will not hold any liability for your inability to perform Deposit, Withdrawal of Funds or Transactions when your Account is subject to suspension for any of the aforementioned reasons.

EXMO determines in its sole discretion whether the Transaction is an Erroneous Transaction. Upon identification of a potentially Erroneous Transaction, EXMO will initiate a review process. This process will include:

• verification of the Transaction details;
• analysis of the prevailing market conditions at the time of the Transaction;
• determination of whether the Transaction meets the criteria for the Erroneous Transaction.

If EXMO determines, that the Transaction is an Erroneous Transaction, EXMO may either cancel the Transaction or adjust the terms of the Transaction, provided that any such adjustment shall be subject to consent by the User that is a party to the applicable Transaction, or take other actions as deemed necessary to protect market integrity and fairness.

If EXMO cancels an Erroneous Transaction, EXMO will promptly notify the User of such cancellation.

12. REPRESENTATIONS AND WARRANTIES

12.1. Your Representations and Warranties

As of the date hereof, and as of the date of each Transaction, you represent and warrant to EXMO and agree for the benefit of EXMO, its Affiliates and their respective Representatives that:

• you have read all the documents provided to you in connection with Services and Platform and you understand and agree that your relationship with EXMO will be governed by these documents as amended from time to time; you must not apply to register on the Platform in order to create Personal Cabinet or commence trading with us if you are unsure as to how our Services or Platform operate or the nature of the risks involved;
• execution (by electronic acceptance or other means via the Platform or email) of this Agreement and all Transactions contemplated hereunder and performance of all obligations contemplated under this Agreement have been duly authorized by all necessary action by you, and each Person executing this Agreement (or authorized to accept its terms electronically or otherwise) and entering into each Transaction hereunder on your behalf has been duly authorized to do so;
• all information provided by you to EXMO at any time, including but not limited to the information provided in your Personal Cabinet, is in all material respects true, accurate and not misleading;
• this Agreement and each Transaction constitutes a legal, valid and binding obligation on you, enforceable against you in accordance with its terms;
• execution by you of this Agreement and entering into each Transaction contemplated hereunder, and performance of all of your obligations under this Agreement and your use of the Platform including entering into each Transaction contemplated hereunder, will not violate any applicable Law;
• you are able to make or take delivery (as applicable) of the full amount of Funds required to be delivered under each Transaction in accordance with the terms of such Transaction;
• you have obtained and will comply with the terms and conditions of, all licenses, consents, registrations, authorizations, recognitions, exemptions and memberships necessary for your activities on and use of the Platform, including entering into Transactions with EXMO via the Platform;
• you possess sophistication, expertise and knowledge necessary to make informed decisions in respect of Transactions and you will not rely on any communication or statement (written or verbal) by EXMO as on investment advice or as on recommendation to enter into any Transaction;
• you will exercise your own prudence, judgment and discretion in determining whether to enter into a Transaction or otherwise transact on the Platform;
• you (or the Person accessing the Platform) are acting as principal and not on behalf of any third party unless you are the Representative of the User.

12.2. EXMO Representation and Warranties

EXMO represents and warrants that it shall provide Services and carry out its obligations with reasonable care and skill.

13. LIMITATION OF LIABILITY

13.1. Limited Warranties

YOU UNDERSTAND AND AGREE THAT THE PLATFORM, ITS COMPONENTS, INTERFACES, ANY RELATED EQUIPMENT, ANY DOCUMENTATION, THE DATA AND OTHER MATERIALS AND THE EXISTING TECHNOLOGY ARE PROVIDED BY EXMO ON AN “AS IS” AND ON “AS AVAILABLE” BASIS WITH ALL FAULTS. NONE OF THE EXMO GROUP MEMBERS, NOR ANY THIRD PARTY TECHNOLOGY PROVIDER MAKES (AND EACH EXMO GROUP MEMBER HEREBY EXCLUDES) ANY WARRANTY OF ANY KIND TO YOU, WHETHER EXPRESS OR IMPLIED, INCLUDING, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF EXECUTION OF TRANSACTIONS ON THE PLATFORM OR BUSINESS CUSTOMS.

WITHOUT PREJUDICE TO THE FOREGOING, NO EXMO GROUP MEMBER MAKES ANY REPRESENTATION OR WARRANTY AS TO THE TIMELINESS, ACCURACY OR COMPLETENESS OF ANY OF THE DATA OR OTHER INFORMATION ON THE PLATFORM OR AS TO THE RESULTS TO BE ATTAINED BY YOU FROM ACCESSING OR USING THE PLATFORM. NO EXMO GROUP MEMBER SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY CLAIMS RELATING TO ANY SOFTWARE, TECHNOLOGY, EQUIPMENT, PLATFORM, EXISTING TECHNOLOGY, DATA OR ANY OTHER INFORMATION, MATERIALS, CURRENCY OR ACCESS TO THE PLATFORM MEETING YOUR REQUIREMENTS OF SUCH ACCESS BEING UNINTERRUPTED, TIMELY, SECURE, COMPLETE, ACCURATE OR FREE FROM ERRORS OR DEFECTS.

YOU ACKNOWLEDGE THAT CERTAIN SOFTWARE AND EQUIPMENT USED BY YOU MAY NOT SUPPORT SOME FEATURES OF THE PLATFORM.

13.2. No Advice

No EXMO Group Member nor any Third Party Technology Provider recommends, endorses, advocates or sponsors any of the Currencies, Currency Pairs or Transactions appearing on, or made on the Platform. You acknowledge the substantial risks associated with digital currency trading markets and Transactions. EXMO is not authorized or regulated by the Financial Conduct Authority, and does not give any financial, tax, employment, legal or investment advice. Any price information, quotes, forecasts, return estimates or indications of past performance are for information purposes only and do not guarantee the future performance of the Currencies or other assets and do not constitute an offer to buy or sell or any solicitation of an offer to buy or sell any Currencies or other assets, nor to enter into any Transaction with any Currency. You agree that the Platform shall not serve as the primary basis for any decision to enter into any Transaction and No EXMO Group Member shall be, or be deemed to be, your financial advisor or fiduciary. You hereby acknowledge that any reliance upon any Data or other content available on the Platform shall be at your sole and exclusive risk.

13.3. Limitation of Liability

You understand and agree that, provided we have exercised reasonable care and skill in the performance of our Services and in carrying out our obligations under this Agreement, no EXMO Group Member shall have any liability for any indirect, incidental, punitive, special or consequential damages, for any loss of profits, lost data, unavailability of the Platform, business interruption, loss of business reputation, costs of services substitution, or downtime costs suffered by you, your Affiliates and any other Person as a result of, or arising in connection with this Agreement even if you, your Affiliate or such other Person had previously been advised of the possibility of such loss.

Notwithstanding any other provision of this Agreement, the aggregate liability of EXMO Group Members for any loss incurred or suffered by you, your Affiliates or any other Person for any reason whatsoever relating to or arising out of this Agreement or use of the Platform or anyhow connected with the Platform, and regardless of the form of action, shall be limited to the amount of Fees you paid to EXMO during 3 (three) months prior to the event giving rise to such liability.

13.4. Reasonable Allocation of Risk

The Parties hereto acknowledge that the exclusions and limitations of liability set forth in this Section 13 are integral to the level of Fees payable by you for Services and that in case EXMO assumes any further liability other than as expressly set forth in this Agreement, such Fees would, provided such condition, be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this Section 13 are reasonable.

13.5. Exceptions to Limitation of Liability

Nothing in this Agreement shall or shall be construed to exclude or limit either Party’s liability for:

• fraud or fraudulent misrepresentation;
• death or personal injury caused by its negligence or
• any other liability that cannot be excluded or limited by Law.

14. INDEMNIFICATION

You agree to defend, hold harmless and hereby indemnify EXMO and each EXMO Group Member from and against any loss, damage, cost, claim, proceeding, penalty, fine or expense, including legal fees, incurred by or suffered by any EXMO Group Member, which arises out of, or relates to, directly or indirectly:

• your use of Website and/or Platform;
• your failure to fully and timely perform any of your obligations hereunder, including non-performance of your obligations with respect to any Transaction or Order;
• any of your representations or warranties made hereunder being, at any time, untrue or incorrect;
• your use of the Platform, your Personal Cabinet and/or your Account by any Person using your password or any other User Account Data, whether or not with your knowledge or authorization;
• any violation by you of any Law, rule, regulation, or the rights of any third party.

15. DISPUTE SETTLEMENT

Should there be any disputes regarding matters stipulated herein, the Parties shall take all measures possible to resolve them by negotiations.

Should the Parties fail to reach an agreement by means of negotiations, any dispute arising from this Agreement or related hereto, including any matters concerning essence, existence, validity or termination of this Agreement or this Section 15 shall be considered and finally resolved in accordance with the Rules of London Court of International Arbitration (LCIA) in the wording effective as of the moment of consideration, deemed to be part of this Section 15 by reference. The number of arbiters shall be 3 (three), elected in accordance with the LCIA Rules. The place of arbitration shall be London, United Kingdom. The arbitration shall be held in English, the decision shall be executed in English. The Parties shall agree that the information of arbitration, including but not limited to the information of any arbitration decision, shall be deemed confidential and not disclosed to any third parties without the written consent of the Parties, unless required by Law. This decision shall be final and binding for both Parties, and may be used or produced for enforcement at any court having respective jurisdiction; an application concerning enforcement order may be filed to such competent court if required.

If any dispute occurs as to the performance or interpretation of this Agreement that cannot be resolved amicably or in arbitration, EXMO is entitled to demand the dispute to be settled by the court in the location of EXMO residence.

16. AMENDMENTS OF THE AGREEMENT

EXMO has the right to change the terms of the Agreement, Privacy Policy, Cookie Policy, AML/CTF and KYC Policy, Services and Costs, Cross-Chain Recovery Policy, Refund Policy and Fees & Limits. The changes take effect 3 (three) days after the moment the new version of corresponding documents is published on the Website.

In accordance with the Consumer Protection Act 2015, we will provide you with a supporting notification of such changes or updates to our public documents or policies on the Website at the earliest opportunity with reasonable notice via message on User Account Data indicated email and/or a pop-up notification on this Website, and/or via notification in your Personal Cabinet. Given such notification you will have the right to either accept in and use our Services, or, upon your refusal to accept it, you are able to withdraw from the Agreement and close your Account.

If you do not accept new versions of the User Agreement, Privacy Policy, Cookie Policy, AML/CTF and KYC Policy, Services and Costs, Cross-Chain Recovery Policy, Refund Policy and Fees & Limits, you should stop using Website and Platform and have to cancel or execute any pending Orders.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, Platform or these Terms of Use must be filed within 1 (one) year after such claim or cause of action arose or be forever barred.

17. CONFIDENTIALITY AND DISCLOSURE

17.1. Confidentiality

You agree that you will keep secret and confidential any Confidential Information concerning EXMO and EXMO Group Members that you received as a result of this Agreement or of any investigations made in connection with it and, if applicable, you should also enforce your officers, employees and consultants to whom such information has been disclosed to comply with such commitment. The duties foreseen by this Section 17 do not apply to Confidential Information that is:

• lawfully within your possession prior to this Agreement;
• voluntarily disclosed to you by a third party so long as that party does not breach any obligation not to reveal such information;
• voluntarily disclosed to the public by EXMO or
• already generally known to the public.

17.2. User Information Disclosure

EXMO will not share or otherwise transfer information regarding the Website and/or Platform Users and/or prospective Users, except to its Representatives as required in the ordinary course of EXMO business operation, including, but not limited to, EXMO banking or credit relationships.

EXMO may also share your Personal Data with law enforcement, data protection authorities, government officials, and other Governmental Authorities when:

• Required by Law;
• Compelled by subpoena, court order or decision, or other legal procedure;
• EXMO believes that disclosure is necessary to prevent damage or financial loss;
• Disclosure is necessary to report suspected illegal activity; or
• Disclosure is necessary to investigate violations of this Agreement or any applicable Law.

18. FINAL PROVISIONS

18.1. Notices

With the exception to the cases defined by this Agreement and the current legislation, all the notifications, messages and documents related to the fulfillment of obligations arising out of this Agreement should be sent to and are considered as received by the Parties if they have been sent via email from the authorized address of one Party to the authorized address of the other Party or if they have been sent via notification in the Personal Cabinet. An authorized email address can be:

• for the User: the email address indicated in the User Personal Cabinet;
• for EXMO: [email protected].

Notices and other communications required to be given or made under or in connection with this Agreement or the matters contemplated by this Agreement shall be in writing and shall be personally delivered or sent by email or via notification in Personal Cabinet (in the case of notices to the User) or prepaid first class post (airmail if posted to or from a place outside the United Kingdom) as follows:

• in the case of notices to EXMO, to [email protected] or to the following address: Office 656 6th Floor, 2 Kingdom Street, London, England, W2 6JP; and
• in the case of notices to you, to your current address as reflected in EXMO records or via notification in your Personal Cabinet (you shall notify EXMO immediately of any change in your address by email to [email protected]).

Any notice provided by us to you shall be deemed to have been duly given or made as follows:

• if personally delivered, upon delivery at the address of the relevant party;
• if sent by first class post 2 (two) Business Days after the date of posting;
• if sent by air mail 5 (five) Business Days after the date of posting; or
• if sent by email (sent from [email protected] or [email protected] or [email protected], or any other email address with @exmo.com domain name), on the receipt by the sender of a read receipt or the respective recipient’s response;
• if sent via notification in your Personal Cabinet.

Email message shall be deemed received on the receipt by the sender of a read notice or the respective recipients response provided that:

• in accordance with the above provision, any such notice, demand or other communication would otherwise be deemed to be given or made after 05:00 PM local time at the place of receipt, such notice, demand or other communication shall be deemed to be given or made at 09:00 AM on the next Business Day; or
• the above-referred email receipts and/or response are not received by the sender within 2 (two) Business Days following sending a respective email, the email shall be deemed to have been duly given on the third Business Day.

Notifications or messages in the Personal Cabinet shall be deemed received as soon as they are sent to your Personal Cabinet.

EXMO may provide you by the means of notifications on the Platform, messages addressed to your indicated in User Account Data email, or news posts (available at https://exmo.com/news) with information concerning Orders, Transactions, Platform use, this Agreement and public documents modifications and updates available on this Website. Such notifications, messages, news posts and information will be deemed to have been received by you and brought to your knowledge as soon as they are available for you on the Platform by the means of notification or news posts, or at the time such message is delivered to your User Account Data indicated email.

18.2. Entire Agreement

This Agreement and any other documents referred to therein (including the essential parts of this Agreement referred to above) constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each Party acknowledges that in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (“Presentation“) of any Person (whether a Party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement.

18.3. Severability

If any provision of this Agreement is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction:

• the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and
• the validity, legality and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental Authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.

18.4. Third Party Rights

The Parties acknowledge and agree that each of EXMO Affiliates is given rights or benefits under this Agreement and that each of them shall be entitled to enforce those rights or benefits against the Parties in accordance with the Contracts (Rights of Third Parties) Act 1999. Save as provided in the foregoing sentence of this Clause 18.4, the application of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.

18.5. No waiver

No failure or delay by any Party to exercise any right or remedy provided under this Agreement or by Law will constitute waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy. No waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

18.6. Remedies Are Cumulative

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law.

18.7. Injunction Relief

You agree that damages alone would not be an adequate remedy for breach of this Agreement or for any unauthorized use by you of any of IP Rights, and that EXMO shall (subject to the discretion of the court) be entitled, without proof of special damages, to the remedies of injunction, specific performance or any other equitable remedy for any threatened or actual breach of any relevant provisions of this Agreement or unauthorized use.

18.8. Change of Control

In the event that EXMO is acquired by or merged with a third party entity or EXMO assets and/or business (wholly or in part) are acquired by a third party, EXMO reserves the right, in any of these circumstances, to transfer or assign the information that EXMO has collected from you, including your Personal Data, User Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of control.

18.9. Assignment

You shall not assign this Agreement in any manner without the prior written consent of EXMO, and any purported assignment in violation of this Clause 18.9 shall be null and void. EXMO may assign this Agreement to another Person in connection with the transfer of all or part of the EXMO assets or business to an Affiliate of EXMO or to any third party. By accepting this Agreement, you give your irrevocable consent to the above-mentioned assignment and/or transfer, including for the transfer of your Personal Data, User Account Data and other information, as well as for the transfer of Funds on your Account(s) in the course of such Assignment.

18.10. English Language Controls

For all purposes, this English language version of this Agreement shall be the original, governing instrument and understanding of the Parties. In the event of any conflict between the English language version of the Agreement and its translation into any other language, the English language version hereof shall always prevail, govern and control.

18.11. Governing Law

This Agreement, any non-contractual obligations arising out of or in connection with this Agreement and any pre-contractual matters shall be governed by, construed and interpreted in accordance with the laws of England and Wales.

18.12. Recordings

You acknowledge and agree that any and all telephone conversations and other communications between you and EXMO, including communication with EXMO technical support desk may, at the option and in the sole discretion of EXMO be recorded with or without the use of an automatic tone warning device. You further irrevocably agree and allow EXMO to use such recordings and any transcripts thereof as evidence in connection with any dispute that may arise in relation to any matter arising under or in relation to this Agreement, Services hereunder, any Order or Transaction.

18.13. Cross-Chain Recovery Policy

Given the specifics of Transactions, EXMO does not implement a chargeback policy. However, EXMO has developed and implemented a detailed Cross-Chain Recovery Policy, which provides a detailed guideline in the cases where an erroneous Deposits of one Cryptocurrency into wallet address instead of another Cryptocurrency is made by User. Recovery of cross-chain top-ups is inherently dangerous and a very time-consuming process. Not all Deposits can be recovered and dependent on what Cryptocurrency has been mistakenly sent to what address can influence difficulty, time and security risk involved.

18.14. Miscellaneous

For matters that are not reflected in this Agreement, the Parties are guided by applicable law.