THANK YOU FOR CHOOSING EXMO.COM (the "Site").
This User Agreement (hereinafter may also be referred to as “Agreement”) is an electronic agreement between you (hereinafter referred to as “you” and/or “User”) and EXMO (as defined in Section 1 below), that applies to your use of this Site, the Platform and all the services, products and content provided by EXMO.
The text of this User Agreement in English language is permanently located at https://exmo.com/en/docs/agreement/ and contains all essential conditions of the public offer of EXMO, including references to all essential parts of this Agreement. By registration on the Site, you acknowledge and agree that you have read, understood, and completely agree to be bound by this Agreement in effect, with possible subsequent amendments and alterations to it.
THE PRESENT OFFER IS CONSIDERED TO HAVE BEEN ACCEPTED PROPERLY IF YOU FOLLOW THE STEPS LISTED BELOW:
AFTER YOU PRESS THE ‘CONTINUE’ BUTTON AND SEE APPEARED THE SPECIAL MESSAGE INFORMING YOU ABOUT SUCCESSFUL REGISTRATION, THE REGISTRATION PROCESS IS CONSIDERED COMPLETED AND THE TERMS AND CONDITIONS OF THE 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 USER AGREEMENT, PLEASE DO NOT REGISTER ON HTTPS://EXMO.COM/ AND DO NOT USE THE PLATFORM AND/OR THE SERVICES PROVIDED THROUGH THE MENTIONED WEB-SITE.
1. TERMS AND DEFINITIONS
In addition to the other terms defined elsewhere in this User Agreement, the following terms shall have the meanings ascribed to them below:
“Agreement” means the present User Agreement with its essential and integral parts, as may be amended and/or altered from time to time in accordance with their terms.
Essential and integral parts of the present User Agreement are:
“Account” means functional part of the Platform that controls your Funds.
“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.
For the purpose of the above mentioned definition, the term “control” and any term derived means: (i) the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise and whether such power may be exercised alone or jointly with any other Person in order to give effect to the following) to appoint and/or remove all or such of the members of the board of directors or other governing body of a Person as are able to cast more than 50% of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that Person; or (ii) the holding and/or possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any Person (whether directly or by means of holding such interests in one or more other Persons), which confer in aggregate on the holders of more than 50% of the total voting rights exercisable at general meetings of that Person on all, or substantially all, matters. For the avoidance of doubt a change in intermediate control without a change in the person exercising ultimate control shall not constitute a change of control for the purposes of this Agreement.
“Aggregate Data” means the trading data and/or other information about your trading provided by you to the Platform and/or EXMO, in the aggregate.
“Anti-Money Laundering, Counter-Terrorist Financing Policy and Know Your Customer Policy” means Anti-money Laundering, Counter-Terrorist Financing Policy and Know Your Customer Policy (or AML/CFT AND KYC POLICY), aimed at prevention of laundering of money derived from criminal activity and financing of terrorism, which constitutes an essential part of the present Agreement, which text in English language is available at https://exmo.com/en/docs/aml.
“Business Day” means any calendar day other than Saturday, Sunday or any other day on which credit institutions are authorised to close in London (UK).
“Chat” means the Platform's function intended for instant messaging between the Users.
"Confidential Information" means any information that you receive or learn as a result of receiving EXMO's products and/or 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, any EXMO's products and Services or the Platform and concerning EXMO's 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 digital asset designed to work as a medium of exchange that uses strong cryptography to secure financial transactions, control the creation of additional units, and verify the transfer of assets.
“Currency” means Fiat money and Cryptocurrency.
“Currency Pair” means any two Currencies (including Cryptocurrencies) that are available to trade through the Platform to comprise a 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 operation involving a transfer of Funds to the Account.
“EXMO” (also referred to as “we”) means EXMO EXCHANGE LTD., a private limited company, registered under the company number 11655602, with registered office address at Office 656 6th Floor, 2 Kingdom Street, London, England, W2 6JP.
Depending on the context, for the purposes of this Agreement EXMO may also mean services, products, web-sites, content and other materials, provided by EXMO.
“EXMO Party” means EXMO, its Affiliates and/or Representatives and each of them, in particular EXMO Estonia OÜ a private limited company, registered under the company number 14851539, with registered office address at Harju maakond, Tallinn, Kesklinna linnaosa, Tornimäe tn 7-132, 1014.
“EXMO Workstation” means the graphical user interface portion of the Platform's trading interface. This includes the screens used 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 language at https://exmo.com/en/docs/fees/.
“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 Fiat money and/or Cryptocurrency which 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: (i) the Site (and each component thereof); (ii) any and all of the Data; and/or (iii) 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 back-end), 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, the User, or their respective operations.
“Order” is a bid or offer entered through the Site, which expresses the User's firm willingness to enter into a Transaction with EXMO and which the User intends to be matched through the Site with an order from EXMO.
“Parties” mean EXMO and the User.
“Person” means an individual, partnership, limited partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust or joint venture, 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 created as a result of the User 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/or Cryptocurrency and other information determined by the functions of the Site.
“Personal Data” means information that identifies an individual, such as name, address, e-mail address, trading information and banking details. “Personal Data” does not include anonymized and/or aggregated data that does not identify a specific User.
“Representative” means a Person’s officers, directors, members, managers, employees, agents and/or any individuals authorized by the Law, constitutional documents, power of attorney or similar document.
“Site” means set of information, texts, graphic and design elements, pictures, photo, video and other intellectual creations, as well as set of computer programs contained in the information system, which ensures the accessibility of this information at https://exmo.com/.
“Services” mean all and any service provided by EXMO.
“Spot Transaction” means a transaction for the purchase or sale of one Currency (including a Cryptocurrency) in exchange for another Currency (including another Cryptocurrency) for settlement less than two Business Days after the time that the Transaction is entered into.
“Platform” means the EXMO’s trading platform, accessible using the internet and/or telecommunications networks and/or through EXMO Workstation and/or such other graphical user interface, application program interface or other front-end trading interface as EXMO may establish or permit from time to time to enable authorized Users of the trading platform to enter into Transactions.
“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 by EXMO, 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 providing the Site or the Platform to the User.
“Trade ID” means a unique number that is shown in the Users’ Personal Cabinets and identifies two (2) subsequent Transactions, namely (i) a Transaction performed on the Platform on the basis of the User’s Order and (ii) Our Back to Back Transaction performed with the other User on the basis of Our Back to Back Order, as determined in clause 5.2 of this Agreement.
“Transaction” means a Spot Transaction entered into through the Platform.
“User” means any Person, who uses the Site and/or the Platform and has concluded this Agreement with EXMO.
“User Account Data” means the User’s data necessary to access and use the Platform – login, password, email and other data indicated during the registration process, as well as after it.
“Withdrawal” and any term derived means an operation involving a transfer of Funds from the User’s 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.
Clause, schedule and paragraph headings do not affect the interpretation of this Agreement. The titles of different sections (articles) of the Agreement have been put with the only objective to make the text more comfortable for the reader and do not have any literal legal effect.
A 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 Agreement
Under this Agreement, EXMO renders to the Users the following services:
EXMO may render hereunder other services specified in this Agreement and/or which are from time to time made available on the Site or within the Platform.
EXMO also maintains the right to select markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its sole discretion (please refer to clause 2.2 below for more information).
2.2.1. By registering a Personal Cabinet, you represent and warrant that you:
(a) are at least 18 years old or of legal age to form a binding contract under applicable Law;
(b) are an individual, legal person or other organization with full legal capacity and authority to enter into this Agreement;
(c) have not previously been suspended or removed from using our Services and/or the Platform;
(d) do not currently have an existing Personal Cabinet with EXMO; and
(e) if 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. Please kindly consider that your use of the Services, the Site and the Platform is subject to international control requirements and requirements of economic sanctions. While sending, receiving, buying, selling, trading or keeping Cryptocurrency through the Platform, you agree to be compliant with such requirements. You are not allowed to participate in Transactions through the Platform or use any of Services if:
Depending on the User’s place of residence, there might be other factors which might limit a User in using the 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 Site and/or the Platform.
3. PERSONAL CABINET
EXMO provides Users with access to the information about the Platform, Currency Rates, placed Orders and closed Transactions without registration.
However, access to the Platform, Account (-s) and Services is granted only through the Personal Cabinet. In order to create the Personal Cabinet, you have to complete all registration procedures foreseen by this Agreement and provide EXMO with all the required User Account Data.
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 essential breach of this Agreement. Should the User be a Person other than individual, such 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 provision of this Clause 3.2 will be considered as violation of this Agreement.
EXMO may, in its sole discretion, refuse in registration and creation of your Personal Cabinet.
3.3. User Identity Verification
In providing the information required in accordance with clause 3.2 and this Section 3, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. 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 EXMO's Service if you cannot be reached through the 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 signing up for a Personal Cabinet you hereby 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(-s) 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, a Personal Cabinet can only be used by the Person whose name it is registered under. EXMO reserves the right to suspend, freeze or cancel Personal Cabinets in case of suspicions that they are used by Persons other than the Persons whose names they are registered under, 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 are also entitled to change the password at any time after the registration process is completed. You commit to safeguard password and other User Account Data from unauthorized access of 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 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:
4.1. General Provisions
After registration on the Platform, you get access to your Account through the Personal Cabinet. You can operate personally using your Account and the Personal Cabinet, 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 pay the abovementioned interests.
All Account operations are carried out at your request made in a proper way through 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 Depositing and Withdrawal of Funds.
You acknowledge and agree that Deposit and Withdrawal operation in Fiat money may be delayed for a period up to one (1) month due to bank verifications and checks. Similarly, you acknowledge and agree that depositing and withdrawing Cryptocurrencies into/from your Account may take between one (1) hour and seventy-two (72) hours, barring unforeseen or unavoidable network issues.
4.2. Depositing Funds to Your Account
EXMO keeps a record of the Funds transferred to the Account.
To deposit the Account, you have to transfer Funds according to the payment details indicated by EXMO in your Personal Cabinet. We may ask for documentation to verify the source Funds. Where we do this, we will hold Funds transfer requests until appropriate documentation has been provided and deemed acceptable.
Transfer of Funds during the Account Depositing, as well as while executing 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 an incorrect payment details.
The Account is considered to be deposited when the corresponding amount of Funds enters the respective User’s Account on the Platform. 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 the User’s Personal cabinet on the Platform, and in the mentioned case EXMO shall not be liable for any preliminary notifications to Users as regards such changes.
In cases of deposits in Cryptocurrency, the amount of Funds available on your Account, equivalent to the double-sized amount of Cryptocurrency being transferred, shall not be available for Withdrawal until it has been fully transferred (i.e. when relevant amount of confirmations is received by the network, depending on the type of Cryptocurrency). At this the whole amount of Funds on the Account shall remain available for the purposes of participation in Transactions on the Platform and only the amount of Funds on the User’s Account net of the double-sized amount of Cryptocurrency being transferred shall be available for Withdrawals of Funds.
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 notifications to the Users as regards such changes. At this (i) if the Account is Deposited in the amount that is less than allowed minimum for deposits, Funds shall not be credited to the User’s Account on the Platform, as well as shall not be transferred back to the User; (ii) deposits which are below the required minimums shall not be summed up.
4.3. Withdrawing Funds from Your Account
To Withdraw Funds from your Account, you have to fill the corresponding form in your Personal Cabinet. You will get a message to the email address indicated during the registration process asking to confirm or to deny the Withdrawal operation. In case you deny or do not confirm the Withdrawal, the Funds will remain in the Account.
The Platform sets some restrictions for Funds withdrawals and you may not instigate withdrawal of Funds earlier than in three (3) days after changing User Account Data, which includes changing or restoring password, as well as changing authorization method. In case of depositing the Account with the use of some depositing methods, the Platform or a financial institution (EMI, payment service provider, bank etc.) may restrict any Withdrawal of Funds earlier than in three (3) days from the date of deposit.
Any confirmed Withdrawal is irrevocable and, therefore, may not be revoked.
4.4. Suspicious Activity
If you discover suspicious activity or operations, including but not limited to unknown Deposits and Withdrawals of Funds, made to/from your Account that were not initiated by you, you will immediately notify EXMO about such activities and/or operations and will follow the instructions sent by EXMO. Otherwise, EXMO reserves the right to freeze the Account until the end of investigation.
EXMO may also be forced to cancel or recall already executed Withdrawal at a request of financial institutions, which are involved in settlements related to Deposit and Withdrawal of Funds from the Users’ Accounts. In such cases you are obliged to cooperate with EXMO in order to discover the reasons for such request.
4.5. Use of Chat
The User gets access to the Chat after depositing the Account with the sum equal to or exceeding 200,00 (two hundred) USD or equivalent amount in other Fiat money or Cryptocurrency. While using the Chat, the User is prohibited to:
4.6. Inactive Account Fee
In case during 6 (six) calendar 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 an Inactive Account (the “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 (the “Inactive Account Fee”).
From the moment of recognizing the Account as Inactive EXMO has the right without notice to 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 deposited in the Inactive Account at the time of debit.
If the amount of Funds in the User’s Account is less than the amount of Inactive Account Fee, EXMO debits the entire balance of Funds from such an Account.
The Inactive Account Fee is debited starting from January 1, 2020 for each Account, which is an Inactive Account as of the indicated date and hereinafter for each Account that is considered an Inactive Account according to the conditions specified above.
5.1. General Provisions
You acknowledge and agree that Transactions you enter into through the Platform will be with EXMO where EXMO will engage in transactions before, after or simultaneously with your entry of an Order.
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 are not under any obligation to satisfy ourselves as to the suitability of your trading with us or to monitor or inform you as to the performance of any 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 fall due.
You recognize that an Order shall only be submitted by you after careful consideration and understand and accept consequences of its execution.
EXMO applies Fees for the execution of Transactions, which are constantly available in English language at https://exmo.com/en/docs/fees/.
We shall not accept or execute an 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
You may submit an Order online via the Platform. We shall not accept and shall not be under any obligation to execute any Order submitted other than by these means. The Platform will be open for trading 24 hours a day other than in cases of emergency, suspension or for planned maintenance work (the "Trading Hours"). Outside the Trading Hours, the Platform may not be accessed by you, no Orders may be placed and no Transaction will take place.
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 carry out Transactions and by this reduces the risk of non-execution of the User's obligations under separate Transactions. The Platform does not register the Order if the Account does not have enough Funds for the purposes of executing a particular Transaction.
Upon receipt and acceptance of your Order, we shall place in our name an identical order on the Platform ("Our 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 that you wish to trade. 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").
Our Back to Back Order submitted to the Platform will mirror the Order that we have received from you. Various factors, such as the quantity of your Order and liquidity available in the Currency Pair you wish to trade, might impact whether Our Back to Back Order will be matched or filled in full on the Platform (including the price for which such order might be executed on the Platform). The prices on our Platform are constantly changing and we do not guarantee that the price you see when placing an Order will be the price at which your Transaction will be executed.
We cannot guarantee that Our Back to Back Order will be fully matched or filled in full on the Platform. Our ability to complete a Transaction on your Account is dependent on our ability to execute Our Back to Back Order on the Platform or obtain a price and match at Third Party Source. It is only when Our Back to Back Order is fully matched or fully filled 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 so long as the corresponding part of Our Back to Back Order that relates to the part of the Order you wish to cancel has not been matched or filled on the Platform or from a Third Party Source. Once Our Back to Back Order has been filled in full then you cannot cancel your Order.
Upon Our Back to Back Order being filled in whole or in part on the Platform or matched, this will give rise to a back to back transaction in our name on the Platform ("Our Back to Back Transaction"). Upon Our Back to Back Transaction being confirmed on the Platform, we shall enter this Transaction in your Account at the same price and in the same size as Our Back to Back Transaction.
However, if we obtain a price from a Third Party Source, we shall enter into a trade with a third party offering that price (which shall also be a "Back to Back Transaction" for the purposes of this Agreement), and once we have done so, your Order will be executed and entered in your Account at the same price and in the same size as Our Back to Back Transaction.
The price of your Order will be the price at which Our Back to Back Transaction has been opened in whole or part on the Platform or with the Third Party Source ("the Opening Price"). Our 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 Our 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 transacts will be the price at which the Back to Back Transaction has been closed in whole or part on the Platform, or using a Third Party Source ("the Closing Price"). If Our 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 Our 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 an Order you may have exceeded any limit applicable to your trading with us.
Such actions as placing Orders, calling them back and closing the Transactions are reflected in the User’s Personal Cabinet.
The information about the closed Transaction is available for all the Users during a period of time determined by EXMO.
6. TYPES OF ORDERS
A simple buy Order represents the User’s offer to buy a certain amount of Funds at the Exchange Rate set by the User.
To place a simple buy Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to buy and setting the Exchange Rate for such purchase.
A simple buy Order can be executed at a lower Exchange Rate than the one indicated in the placed Order. Herewith the User will be refunded with the excessively paid part of the commission. A simple buy Order cannot be executed at a higher Exchange Rate than the one indicated in the placed Order.
A simple sell Order represents the User’s offer to sell a certain amount of Funds at the Exchange Rate set by the User.
To place a simple sell Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to sell and setting the Exchange Rate.
When placing a simple sell Order the User has the possibility to use additional functions of the Platform like ‘Stop Loss’ or ‘Trailing Stop’. Marking a special box opposite the corresponding field in the form for placing a simple sell Order is considered the legal ground for using these functions.
To use ‘Stop Loss’ the User has to indicate in the form the minimum price at which the Order can be executed. If the Exchange Rate on the Platform falls, the placed Order will be executed when reaches the value indicated by the User in the box ‘Stop Loss’.
To use ‘Trailing Stop’ the User has to indicate in the form the amount of Funds to sell, as well as ‘Trailing Stop’ and ‘Stop Loss’ values. The Funds will be offered for sale at a highest current Exchange Rate determined by the Platform. If the Exchange Rate on the Platform starts to raise and will increment by the value indicated in the box ‘Trailing Stop’, the Exchange Rate for the Order placed by the User will increment by a corresponding amount. Herewith ‘Stop Loss’ index will increment by the amount indicated in the box ‘Trailing Stop’.
A market buy Order represents the User's offer to buy a certain amount of Funds without setting the Exchange Rate.
To place a market buy Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to buy.
The Order will be executed at the lowest Exchange Rate proposed on the Platform.
EXMO reward for the operation (in accordance with the Fees) will be charged immediately at the moment of Transaction closing.
A market sell Order represents the User's offer to sell a certain amount of Funds without setting the Exchange Rate.
To place a market sell Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to sell.
The Order will be executed at the highest Exchange Rate proposed on the Platform.
EXMO reward for the operation will be charged immediately at the moment of Transaction closing.
A Complex buy and sell Order represents the User's offer to buy a certain amount of Funds at the Exchange Rate set by the User and to sell the acquired amount of Funds at the Exchange Rate set by the User. So, when the User places a Complex buy and sell Order, the Platform in its turn places firstly a simple buy Order and when it is executed, places a simple sell Order.
To place a Complex buy and sell Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to buy and setting the Exchange Rate, as well as setting the Exchange Rate to be used during the sale of the acquired Funds.
This type of Order is governed by a set of rules elaborated for simple buy Order and simple sell Order with specificities related to Complex buy and sell Order.
Stop Order for Buy (buy stop) – is an Order for purchase of a Cryptocurrency at a specified price or higher, which may be used by the User when the price rises and is expected to continue rising.
Stop Order for Sell (sell stop) – is an Order for sale of a Cryptocurrency at a specified price or below, which may be used by the User when the price decreases and is expected to continue decreasing. A Stop Sell Order (sell stop) may be placed at price which is lower than the current market price on the Platform.
Stop Orders may be used for either to open a position or to close it. When closing a position, Stop Order is used as a protective order limiting 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 Stop Orders are not a 100% guarantee of getting the desired points of opening or closing of a position. Slippage may occur when the volatility of the market makes a Stop Order at a specified price impossible to be executed and closed. Thus, the respective Stop Order will be executed at the next best price.
7. PREVENTION OF ILLEGAL SITE AND PLATFORM USE
When accessing or using the Platform and/or the 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:
8. RISK WARNING AND ACCEPTANCE BY 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 also has special risks not generally shared with Fiat money and/or goods and/or commodities. Unlike most Fiat money, which are backed by governments or other legal entities, or by commodities such as gold or silver, Cryptocurrencies are 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.
The trading of Cryptocurrencies is often susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in Cryptocurrencies because of unexpected changes imposed by software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling.
There may also be additional risks that we have not foreseen or identified in this Agreement.
In light of the abovementioned, you understand that all the operations with Cryptocurrencies have irreversible character and that Funds acquired during the Transaction can be returned only on the basis of additional specific agreement. You cannot cancel, reverse, or change any Order marked as complete.
You acknowledge that you have been informed and that you understand and agree that: none of EXMO, the EXMO Parties 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 Party or Third Party Technology Provider shall have any liability to the User or any other Person for any Transaction executed through 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, title and interest in and 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 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 the Site, the Platform and each component thereof. You shall not:
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 Site and the Platform during the Term for the purposes set out in, and in a manner consistent with, this Agreement.
All rights not expressly granted under these Agreement are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by this Agreement.
Unless otherwise specified, all materials on this Site are the 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 Site 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 in this Site and/or the Platform ("Trademarks") are the property of EXMO. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on this Site and/or on the Platform belong to EXMO. The 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. The use of any such materials on any other web-site 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. Control of Site and Platform
You acknowledge and agree that EXMO shall have sole discretion and absolute control over, and the right to modify at any time, the Site's and the Platform's functionality, configuration, appearance and content, including: (i) the parameters and protocols by which Orders and Transactions are placed, routed, matched or otherwise processed on the Platform; and (ii) the availability of the Site and the Platform to you or with respect to particular Currency Pairs or Transactions at any particular places, times or locations.
10.2. Site Availability
We do not represent that this Site and/or the Platform will be available 100% of the time to meet your needs. We will strive to provide you with the Service as soon as possible, but there are no guarantees that access 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 the Site and/or the Platform can be accessed by you in accordance with these Agreement. However, we may suspend use of the Site and/or the 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 the Site and/or the Platform or carry out urgent Transactions using your Account.
10.3. External Websites
EXMO makes no representations whatsoever about any external or third-party website you may access through the Site. Occasionally, EXMO's website may provide references 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 the External Websites referenced or linked from the EXMO’s Site, including, but not limited to, website content, policies, failures, promotions, products, opinions, advices, 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.
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 a reputable and available virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from EXMO, as SMS and emails are also vulnerable to phishing and spoofing and additional viruses. It is advisable that you log into your Personal Cabinet through the Site only and avoid using inauthentic communication advising you options to log in.
10.5. Website Accuracy
Although we intend to provide accurate and timely information on the Site, the Site (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 may, to the extent permitted by applicable Law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site 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 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 or linked to or from the Site.
10.6. Users’ Content
Should you upload any content on the Site, including without limitations, any text, photo, or other material, you represent and warrant that such content will not consist of: (i) false, misleading information or misappropriation; (ii) copyrighted material which you are not authorized to post publicly; (iii) obscene, offensive, unlawful content or any content which, subject to the EXMO’s sole discretion, may harm or risk the EXMO's good name and reputation; or (iv) anything that is otherwise prohibited by any applicable Law.
Without relieving you of your responsibility as abovementioned, EXMO may, subject to the EXMO's sole discretion, remove any content which is in violation of the above detailed 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 of the Site or attributed to any User of the Site, thus relying on Users' content is solely at your own discretion and risk.
11. SUSPENSION OR TERMINATION
You may terminate this Agreement with EXMO, and close your Personal Cabinet and/or Account at any time, following settlement of any pending Transactions.
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, the Site and the 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 in the EXMO's sole discretion any of the following circumstances occur or EXMO considers such circumstance to be likely to occur:
(i) full or partial failure of the Site and/or the Platform, including failure of any of the technology constituting the Site and/or the Platform or any of the communications links within the Site and/or the Platform or between the Site and/or the 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 the Site and/or the Platform;
(ii) a breach in the security of the Site and/or the Platform;
(iii) a breach by you of your obligations under this Agreement;
(iv) in order to comply with Law (including but not limited to the prohibition of or restrictions in respect of any Cryptocurrency);
(v) detection of unusual activity in the Personal Cabinet and/or with Account;
(vi) detection of unauthorized access to the Personal Cabinet and/or Account;
(vii) due to governmental proceeding in respect of a particular Account and/or the User, criminal investigation and/or other pending litigation;
(viii) a requirement to do so by a court order or by a Governmental Authority; or
(ix) due to market conditions, or conditions with respect to a particular Currency Pair or Currency, which render it necessary or desirable, in the EXMO’s sole discretion, to do so.
Any actions taken by EXMO pursuant to this Section 11 shall continue for such time as EXMO shall in its reasonable and sole discretion consider necessary or desirable. You agree that (i) 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 (ii) EXMO shall not at any time be obliged to take any action permitted under this Section 11.
In addition, you acknowledge and agree that if any of the circumstances enumerated in (i) through (ix) of this Section 11 occurs at any time, EXMO may cancel the Transaction previously executed by you through the Platform.
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:
12.2. EXMO's Representation and Warranties
EXMO represents and warrants that is shall provide the Services and shall 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 on an "as is" and "as available" basis with all faults. None of the EXMO Party's, nor any Third Party Technology Provider makes (and each EXMO Party 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 dealing or trade usage.
Without prejudice to the foregoing, no EXMO Party makes any representations or warranties 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 access to or use of the Platform. No EXMO Party shall have any liability whatsoever for any claims relating to any software, any technology, any equipment, the Platform, the existing technology, Data or any other information, materials, Currency or that the Platform meets your requirements or shall be uninterrupted, timely, secure, complete, accurate or free from errors or defects.
You acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Platform.
13.2. No Advice
None of the EXMO Parties nor any Third Party Technology Provider recommends, endorses, advocates or sponsors any of the Currencies, Currency Pairs or Transactions appearing on, or made through, the Platform. You acknowledge the substantial risks associated with digital currency 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 future performance and do not constitute an offer to buy or sell or any solicitation of an offer to buy or sell any Cryptocurrencies, Currency Pairs or other assets, nor to enter into any Transaction with Cryptocurrency. You agree that the Platform shall not serve as the primary basis for any decision to enter into any Transaction and none of the EXMO Parties shall be, or be deemed to be, your financial advisor or fiduciary. You hereby acknowledge that any reliance upon any Data or other content of 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 Party shall have any liability for any indirect, incidental, punitive, special or consequential damages, for any loss of profits, lost data, loss of use of the Platform, business interruption, loss of business reputation or goodwill, costs of substitute services, 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 arising.
Notwithstanding any other provision of this Agreement, the aggregate liability of the EXMO Parties 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 the use of or otherwise resulting in any way from 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 the 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 access to and use of the Site, and that, where EXMO to assume any further liability other than as expressly set forth herein, such fees would of necessity 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: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by its negligence or (iii) any other liability that cannot be excluded or limited by Law.
You agree to defend, hold harmless and hereby indemnify EXMO and each EXMO Party from and against any loss, damage, cost, claim, proceeding, penalty, fine or expense, including legal fees, incurred by or suffered by any EXMO Party, which arises out of, or relates to, directly or indirectly: (i) your use of the Site and/or the Platform; (ii) your failure to fully and timely perform any of your obligations hereunder, including your non-performance with respect to any Transaction or Order; (iii) any of your representations or warranties made hereunder being, at any time, untrue or incorrect; (iv) 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; (v) any violation by you of any Law, rule, regulation, or the rights of any third party.
The Financial Ombudsman Service or the Financial Services Compensation Scheme do not apply to the cryptoasset activities carried on by EXMO EXCHANGE LTD.
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 three (3), 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 the present Agreement that cannot be resolved amicably or in arbitration, EXMO is entitled to demand the dispute to be settled by the court in location where EXMO resides.
16. AMENDMENTS OF THE AGREEMENT
At each successive visit to the Site and before starting the use of the Personal Cabinet you commit to become familiar with the effective version of the above referred documents. If you continue using the Site and/or the Platform through your Personal Cabinet or your Account, this will mean that you agree with the new versions of the above mentioned documents.
17. CONFIDENTIALITY AND DISCLOSURE
You agree that you will keep secret and confidential any Confidential Information concerning EXMO, EXMO Party or their Affiliates, received as a result of this Agreement or of any investigations made in connection herewith and, if applicable, you will also cause 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: (i) lawfully within your possession prior to this Agreement; (ii) voluntarily disclosed to you by a third party so long as that party does not breach any obligation not to reveal such information; (iii) voluntarily disclosed to the public by EXMO or (iv) already generally known to the public.
17.2. User Information Disclosure
EXMO will not share or otherwise transfer information regarding the Site's and/or Platform's Users and/or prospective Users, except to its Representatives as required in the ordinary course of EXMO's business, including, but not limited to, EXMO's banking or credit relationships.
EXMO may also share your Personal Data with law enforcement, data protection authorities, government officials, and other Governmental Authorities when:
18. FINAL PROVISIONS
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. An authorized address can be:
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 prepaid first class post (air mail if posted to or from a place outside the United Kingdom) as follows:
(i) in the case of notices to EXMO, to email@example.com or to the following address: Office 656 6th Floor, 2 Kingdom Street, London, England, W2 6JP; and
(ii) in the case of notices to you, to your current address as reflected in EXMO’s records (you shall notify EXMO immediately of any change in your address by e-mail to firstname.lastname@example.org) and shall be deemed to have been duly given or made as follows: (a) if personally delivered, upon delivery at the address of the relevant party; (b) if sent by first class post, two (2) Business Days after the date of posting; (c) if sent by air mail, five (5) Business Days after the date of posting; or (d) if sent by email (from emails email@example.com, or firstname.lastname@example.org, or email@example.com), on the receipt by the sender of a read receipt or the respective recipients response, provided that:
EXMO may provide to you through the Platform information, notifications and confirmations with respect to Orders, Transaction and the Platform and its use. Such information, notifications and confirmations will be deemed to have been received by you as soon as they are available for you to access through the Platform.
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.
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: (i) the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and (ii) 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‘s 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 operation of the Contracts (Rights of Third Parties) Act 1999 is hereby excluded.
18.5. No waiver
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law will constitute a 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.
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 the 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’s 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.
You shall not assign this Agreement in any manner without the prior written consent of EXMO, and any purported assignment in contravention 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‘s assets or business to an Affiliate of EXMO or to any third party. By accepting the present Agreement, you give your irrevocable consent for 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 any Funds on your Account (-s) hold by EXMO 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 Russian or 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.
You acknowledge and agree that any and all telephone conversations and other communications between you and EXMO, including EXMO's 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 deposit of one Cryptocurrency into wallet address instead of another Cryptocurrency is made by the User. The recovery of cross-chain deposits 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.
Last updates: January 28, 2020
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