EXMO Earn Service Agreement
1. OVERVIEW
1.1 The Earn Service (the “Service”) is offered by 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, we, us), allows one to earn rewards by lending Cryptocurrencies. In order to use the Service, You must read and abide by the EXMO Earn Service Agreement (“Agreement”). Please ensure to read carefully and fully understand the terms and conditions before choosing to accept or not accept this Agreement.
1.2 Unless You have read and accepted all the terms of this Agreement, You are not authorized to use the Service. Your acceptance of this Agreement and Your use of the Service represents that You have read and agreed to this Agreement and that this Agreement is legally binding on You.
1.3. Depending on Your place of residence, You may not be able to use the Service, or Your use may be limited. It is Your responsibility to follow the rules and regulations applicable in Your place of residence and/or place from which you access the Service. As long as You agree to and comply with the present Agreement as well as the EXMO User Agreement, EXMO grants You a personal, non-exclusive, non-transferable, non-sub licensable and limited right to enter the EXMO platform and use the Service. The Service does not apply to and is not available for residents of the United States and the United Kingdom or any of its overseas territories.
1.4. EXMO may modify these Agreement by providing notice of such changes, such as by sending You an email or updating the “Last Updated” date at the top of these Agreement at any time and at its sole discretion. It is Your responsibility to review the amended Agreement. Your continued usage of the Service following the posting of a notice of changes to the Agreement signifies that You accept and agree to the changes, and that all subsequent actions by You will be subject to the amended Agreement. If You do not agree to any modification to these Agreement, You must stop using the Service. EXMO encourages You to frequently review the Agreement to ensure You understand the terms and conditions that apply to Your access to, and use of, the Service.
1.5. You understand that Earn Service is not classified as a security, and it does not possess any attributes, properties or functionalities of a security. You acknowledge that Earn Service is not associated with the purchase of securities or any investment contract.
1.6. All capitalized terms in these Agreement shall have the same meaning as ascribed to them in the relevant EXMO User Agreement.
2. ELIGIBILITY TO USE THE SERVICE
2.1 You understand and confirm:
– You have agreed to abide by the EXMO Earn Service Agreement and You are eligible and not to be prohibited from using the Services defined therein;
– If You are registering the Service in Your personal capacity, in order to effectively accept this Agreement, You must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to sign this Agreement. Signed Agreement constitutes a legally binding contractual relationship between You and EXMO;
– If You are registering to use the Service on behalf of a legal entity, in order to effectively accept this Agreement, You declare and guarantee that (i) such legal entity is legally established and active in accordance with applicable laws; (ii) You are duly authorized by the legal entity and have relevant authority to act on its behalf;
– You have relevant experience and knowledge to buy/sell Cryptocurrencies, as well as acceptable risk tolerance of using the service;
– In order to use the Service, You have the ability to perform operations on the Internet;
– This Agreement in not in conflict with relevant laws of Your country or region, and You take responsibility for the compliance with such laws of Your country or region;
– You are the legal owner of the Cryptocurrencies on Your Account and guarantee that the origins of these assets are legitimate.
2.2. You agree and promise:
– You refrain from the use of the Service for any illegal purposes, including but not limited to illegal gambling, money laundering, fraud, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law;
– You will not conduct, initiate or promote any forms of market manipulation, market abuse or other forms of illegal conduct, including but not limited to illegal gambling, money laundering, fraud, extortion, data breach, terrorist financing, and any other criminal activities or businesses prohibited by the law.
2.3. By signing this Agreement You confirm that You have relevant necessary experience and knowledge to use the Service, understand and acknowledge potential risks of using the Service. You should carefully consider and evaluate Your financial position along with the above-mentioned risks before making any decision to use the Service.
3. USE OF THE SERVICE
3.1. By using the Service You are allowed to lend certain Cryptocurrencies that You hold on Your EXMO Account to third party lending providers (the “Lending Provider(s)”) for a certain period (“Earn period”) and receive a reward in return (“Rewards”).
3.2. In order to use the Service, You must accept the Terms and Conditions of the Lending Provider. Depending on the Lending Provider and Cryptocurrency to be lent you are required to access the Lending Provider’s Terms and Conditions online here consent and acknowledge them in order to initiate a transfer of Your Cryptocurrencies to a Lending Provider. For the avoidance of doubt, use of the Service shall constitute consent to the Agreement and Lending Provider’s Terms and Conditions.
3.3. When a Lending Provider receives any Cryptocurrencies from EXMO on Your behalf, such Cryptocurrencies shall be considered lent by You to a Lending Provider, and a full ownership of such Cryptocurrencies is transferred to a Lending Provider.
3.4. In order to lend Your Cryptocurrencies and pay Rewards to You, Lending Provider may request Your identity information. You therefore authorize EXMO to share Your identity details with a Lending Provider for the sole purpose of providing the Service to You and distributing the Rewards. This information may include, but is not limited to, Your name, date of birth, state and country of residence. If You do not wish to share Your identity information with the Lending Provider, You cannot participate in the Service.
3.5. By accepting Lending Provider’s Terms and Conditions via EXMO Platform, a direct relationship between You and a Lending Provider is established. You acknowledge and agree that we are acting as an agent and not a principal in the provision of the Service, and are authorized to make transfers of designated Cryptocurrencies to a Lending Provider on Your behalf.
3.6. Before accepting Lending Provider’s Terms and Conditions and transferring Cryptocurrencies to a Lending Provider You will be presented with a rough estimate of the Rewards and the Earn Period.
3.7. At the end of the Earn Period You are eligible to receive the Rewards.
4. REWARDS
4.1. The Services result in eligible participants accumulating Rewards. EXMO collects the Rewards from a Lending Provider.
4.2. EXMO aggregates and distributes the Rewards to its participants at regular intervals. The Rewards and timing of its distribution will be:
– determined by EXMO at its sole discretion;
– subject to the EXMO Fee;
– further detailed on Your EXMO Account.
4.3. Rewards will be paid in Cryptocurrency You transferred to a Lending Provider.
5. LIMITATION OF LIABILITY
5.1. You agree and accept that the estimated Rewards displayed on EXMO Platform is not a reflection of the actual Rewards, which may not be guaranteed or may be lower than the estimate. The final figure will be based on the actual Rewards.
5.2. You agree that upon termination of the Earn Service Agreement Your assets will be hold by EXMO (or Lending Provider) for 24 (twenty four) hours unless other timeframe specified in the Your EXMO Account.
5.3. You agree and accept that EXMO reserves the right to amend the content of this Agreement in its sole discretion at any time. EXMO shall not be liable for any losses caused directly or indirectly by Your use of the service.
5.4. You agree and accept that in the unlikely event of service interruption caused by technical failures, EXMO cannot be held liable for Your losses. The events may include, but not limited to:
– Service suspension due to maintenance works announced by EXMO;
– System failure in data transmission;
– Service interruption or delay due to hacking attacks, malware, technical works, website upgrade, payment processing issues, e governmental and regulatory restrictions, etc.;
– Service interruption or delay caused by the damage of IT infrastructure;
– Losses due to unforeseen technical issues s that cannot be resolved in a timely manner;
– Direct or indirect losses caused by third parties;
– Direct or indirect losses caused by changes in the regulatory environment;
– Losses to You or other third parties due to force majeure or accidents caused by other unforeseeable, unavoidable and unsolvable circumstances.
5.5. You agree and accept that whilst the above scenarios may lead to abnormality in the execution of transactions, market interruptions and other abnormal circumstances, EXMO reserves the right to refuse the execution of Your orders. You understand and agree that EXMO shall not be liable for any of Your losses (including but not limited to direct or indirect losses, or a loss of possible Rewards, etc.).
5.6. You agree and accept that EXMO shall not be liable for any losses caused by the risks described in Section 6 of this Agreement (including but not limited to any direct or indirect losses, or possible loss of profits).
5.7. EXMO does not insure, indemnify, or otherwise guarantee the return of Your Cryptocurrencies that have been loaned to a Lending Provider, nor assume any market, credit, investment risk of loss associated with Earn Service. You alone bear the risk of loss of loaned Cryptocurrencies should Lending Provider or their borrower default.
5.8. EXMO DOES NOT OPERATE AS A BANK, FINANCIAL INTERMEDIARY, INVESTMENT FUND OR DEPOSITORY INSTITUTION. YOUR EXMO ACCOUNT CANNOT BE REGARDED AS A BANK ACCOUNT.
6. RISKS
6.1. In addition to the Risk Warning section of EXMO User Agreement, the Service involves some specific risks addressed below:
1) Third-party default risk. Loans made by a Lending Provider to their counterparties are not secured. Your Cryptocurrencies may have exposure to third party credit risk. In the event of a third-party default, a Lending Provider does not have an obligation to return affected Cryptocurrencies. EXMO does not insure, indemnify or otherwise guarantee the return of Your Cryptocurrencies that have been lent to a Lending Provider, nor foresee any market, credit, investment risk of loss associated with the Service. You bear the risk of loss of lent Cryptocurrencies should a Lending Provider or their borrower default occur. Lending Providers are not required to post collateral to You or to EXMO, however, they may require collateral to secure loans they make.
2) Transactions risks. Lending Your assets to a Lending Provider may put Your Cryptocurrencies at risk. Your Cryptocurrencies will leave our custody and will be outside EXMO’s control and responsibility. Consequently, insurance coverage provided by EXMO does not apply.
3) Critical Bugs. Earn Services are based on a blockchain protocol – a decentralized, autonomous smart-contract system deployed on the Ethereum blockchain main network (“Protocol”). As such, any malfunction, unintended function or unexpected functioning of the Protocol and/or their networks may consequently cause the Service to malfunction or function in an unexpected or unintended manner. Hackers and other groups or organizations may attempt to interfere with the Protocol, Service and Cryptocurrencies in any number of ways, including, without limitation, denial of service, spoofing, smurfing, malware attacks or consensus-based attacks. Critical bugs including, but not limited to, the ones described above may result in a loss of part or all Cryptocurrencies.
4) Slashing Penalty. The Protocol may determine penalties for certain events associated with the participation in Protocol processes (e.g. inefficient or interrupted performance) (“Slashing Penalty”). This may occur under the circumstances determined by the Protocol, that may result in a Slashing Penalty, non-payment of the Rewards and/or partial or complete loss of Cryptocurrencies. We neither control nor influence the Protocol in any way and we possess no means to do so, and we are under no circumstances be responsible or held liable in connection with the Protocol, and You hereby assume and accept any related risks, including the risk of possible losses and damages that You may incur in connection with the use thereof.
6.2. The Services also involve some specific risks, which are presented in the Terms and Conditions of the Lending Provider.
7. MANDATORY MEASURES
7.1. You agree and accept that EXMO strictly prohibits unfair trading practices. EXMO reserves the right to exercise control over Your Account or shut down Your Account if You perform the following actions:
– Price manipulation or any other malicious market behaviors;
– Harming other Users or EXMO using the loopholes of the Service or other unreasonable means;
– Participating in any activities that EXMO regards as harmful to the market;
– Violating relevant laws and regulations.
7.2. In order to eliminate any adverse effects on the overall market, EXMO reserves the right to take the following measures at its sole discretion, including but not limited to the closure of Your account, application of restrictions on Your account or refusal to execute orders. You understand and agree that EXMO shall not be liable for any losses (including but not limited to any direct or indirect losses or losses of possible profits) incurred due to the above listed measures.
8. INDEMNIFICATION
8.1. EXMO may not be held liable for Your breach of the Agreement and subsequent third parties claims with associated legal costs. The breach may comprise of:
– improper use of the Service;
– violation of any laws or the rights of a third party and/or;
– actions or inactions of any third party to whom You grant permissions to use Your EXMO Account or access our Website, software, system (including any network and servers used to provide any of the Service) operated by us or on our behalf, or any of the Services on Your behalf.
8.2. You will be held liable for any damage caused to EXMO by reckless actions in the course of the Service.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. Should there be any disputes regarding matters stipulated herein, the Parties shall take adequate measures to resolve them by means of negotiations.
9.2. 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 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 Agreement. The number of arbitrators 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.
9.3. Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.
9.4. You shall not transfer, novate or assign this Agreement, and the rights and obligations hereunder, in whole or in part, without the prior written consent of EXMO. EXMO has the right to transfer, novate or assign any rights or obligations under this Agreement by serving written notice on You, which takes effect upon the delivery of such notice.
9.5. You and EXMO agree to arbitrate solely on an individual basis, and agree and understand that this Agreement does not permit class action or private attorney general litigation or arbitration of any claims brought as a plaintiff or class member in any class or representative arbitration proceeding or litigation.
10. MISCELLANEOUS
10.1. The contents of this Agreement also include EXMO’s various system specifications, other agreements or rules, and other relevant agreements and rules regarding the Service that EXMO may issue from time to time. Once the above content is officially released, it is an integral part of this Agreement, and You should also adhere to it. In the event of any conflict between the above content and this Agreement, this Agreement shall prevail.
10.2. EXMO has the right to change the terms of the Agreement. The changes take effect in 1 (one) Business day after the publication of a new version of corresponding documents on the Website. In accordance with the Consumer Protection Act, 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. Given such notification You will have the right to either accept and use our Services, or, upon declining to accept it, You are able to withdraw from the Agreement and close Your Account. If You do not accept the new version of the Agreement, the Service will be terminated. 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 Agreement must be filed within 1 (one) year after such claim or cause of action arose or be forever barred.
10.3. You should carefully read the Agreement, and any document referred to in Section 10.1 of this Agreement that constitutes the contents of this Agreement. If there is anything that You do not understand in the Agreement and any document referred to herein, You should contact EXMO and seek for clarification. Unless otherwise instructed by EXMO, any formal communication and document transfer between You and EXMO should be undertaken through email. You are also able to contact EXMO telephonically as informal communication. Any formal communication between You and EXMO should, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and the Agreement, the Agreement shall prevail. The contact email: [email protected]
10.4. If any provisions of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired in any way. However, if any provisions of this Agreement shall be invalid, illegal or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not deemed so modified, it shall be invalid, illegal or unenforceable only to the extent of such invalidity, illegality or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality or enforceability of such provision in any other jurisdiction.
10.5. The failure of our enforcement of any right or provision of this Agreement will not be deemed a waiver of such right or provision.