1. Preliminary Provisions
1.1. TERMS AND CONDITIONS
Through these Terms and Conditions, we are placing legal conditions on your use of the Site, Services and making certain promises to you.
1.1.1. You must agree to all of the conditions in this Agreement. If you do not agree to or accept all the conditions of this Agreement, please immediately discontinue access to and use of the Site and the Services.
1.1.2. If you are under the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws, you are not permitted to use this Site and its Services at all. Misrepresentation of your age to gain access to our Services is considered a breach of this Agreement and may constitute computer hacking under applicable law.
1.2. RIGHT TO COUNSEL
If you do not understand all of the terms in this Agreement, then you should consult with a lawyer before using the Site and our Services.
1.3. PARTY DEFINITIONS AND INTRODUCTORY TERMS
The operative parties referred to in this Agreement are defined as follows:
1.3.1. Predya S.A. is the operator of the website (“Site”), the Exchange, and any associated Services. Hereinafter, each of “Predya S.A.” or the “Company”. The Site may contain images and content, including, but not limited to, text, software, images, graphics, data, messages, or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).
1.3.2. As the user of this Site and/or Services (the “User”), this Agreement will refer to the User as “you” or through any second-person pronouns, such as “your,” “yours,” etc. Hereinafter, the User of the Site and/or Services shall be referred to in applicable second-person pronouns.
1.3.3. For the purposes of this Agreement, all Members are Users, but not all Users are Members. This Agreement applies to all Users, whether they are Members or not. You become a User by accessing this Site or Service in any way. You need not become a Member of the Site to make this Agreement apply to you. You become a “Member” by registering with the Site for a Member ID and password, as discussed below. Only Members may trade or exchange virtual currency via the Services.
1.3.4. Hereinafter, the Company and you shall collectively be referred to as the “Parties” and each, a “Party”.
1.4. INTENT TO BE BOUND
THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY ACCESSING THE SITE OR USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS AGREEMENT, YOU MUST CEASE ALL ACCESS AND USE OF THE SITE AND ANY OTHER SERVICES PROVIDED BY THE COMPANY. NOTHING IN THIS AGREEMENT IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
Consideration for your acquiescence to all of the provisions in this Agreement has been provided to you in the form of allowing you to use our Site and our Services. You agree that such consideration is both adequate, and is received upon your viewing or using any portion of any of our Site and/or Services.
1.6. ELECTRONIC SIGNATURES / ASSENT REQUIRED
1.6.1. No one is authorized or allowed to access this Site or use the Services unless he, she or it has signed this Agreement. Such signature does not need to be a physical signature, since electronic acceptance of this Agreement is permitted by various jurisdictions’ laws, such as the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar legislation. You manifest your agreement to this Agreement by taking any act demonstrating your assent thereto. Most likely, you have clicked or will click a button containing the words “I agree” or some similar syntax. You should understand that this has the same legal effect as you placing your physical signature on any other legal contract. If you click any link, button or other device provided to you in any part of our Site’s interface, then you have legally agreed to all of these Terms and Conditions. Additionally, by using any part of our Site or Services in any manner, including the Exchange, you understand and agree that such use constitutes your affirmation of your complete and unconditional acceptance to all of the terms in this Agreement.
1.6.2. Even if you fail to sign this Agreement, you understand and agree that you are still bound by the terms of this Agreement by virtue of your viewing the Site or using any portion of the Site or our Services.
1.7. ILLEGAL ACTIVITIES
If you are seeking information regarding any illegal activities, or seeking to engage in any illegal or fraudulent financial activity, please leave this Site immediately and do not attempt to use the Services. You acknowledge and agree that you are aware of the legality of using our Services in your relevant local jurisdiction, and you agree that you will not use the Services, including the Exchange, if such use is prohibited or otherwise violates the laws of your state, province, country, or other jurisdiction.
1.8. REVISIONS TO THIS USER AGREEMENT
1.8.1. From time to time, we may revise this Agreement. We reserve the right to do so, in our sole and absolute discretion, and you agree that we have this unilateral right. Your continued use of the Site and the Services shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to this Agreement are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the Parties intend that the prior, effective provisions of this Agreement be considered valid and enforceable to the fullest extent, and all remaining provisions shall remain in full force and effect.
1.8.2. We agree that if we make any material changes to this Agreement, we will send you an email or written notification regarding the changes and include an updated version of this Agreement on our web page. The updated version of the Agreement will include a new “last modified” date at the top of the Agreement in order to identify the then-currently applicable Agreement. Following receipts of such a notice and the posting of the updated version of the Agreement on our web page, please re-review the Agreement in order to ensure that you understand how your rights and responsibilities may have been affected by the revisions.
1.8.3. If you fail to periodically review this Site and Agreement to determine if any of the terms have changed, you assume all responsibility for your failure to do so and you agree that such failure amounts to your affirmative waiver of your right to review the amended terms. We are not responsible for your neglect of your legal rights.
1.9. INCORPORATION BY REFERENCE
2. Explanation of Membership
2.1. ACCESS AND LIMITED LICENSE
All Users may access certain public areas of the Site; however, only Members may use the Exchange or ancillary Services. You understand that all we are providing to you is access to our Services as we provide them. You need to provide your own access to the Internet, and any Internet access or other fees that you incur to access our Site and use our Services are your sole responsibility. We are not providing any hardware or software to you. You will need to purchase or license the necessary hardware and software to access the Site and Services. This Agreement covers all public and non-public areas of the Site.
2.2. VIRTUAL CURRENCY
We do not provide or issue our Members any virtual currency whatsoever. All virtual currency, including, but not limited to, Bitcoin (“XBT”), exchanged or traded by and between our Members originates from the Members themselves. The Company does not have access to any third-party accounts used by Users or Members to obtain virtual currency. All currencies transferred to us by Members for use with the Exchange are held in an omnibus client account controlled by the Exchange. The Exchange maintains an internal ledger recording how much virtual currency each Member possesses in the omnibus client account, and all transactions between Members are based on such ledger.
2.3 NOT A BANK ACCOUNT
YOUR ACCOUNT WITH US (AND ANY AVAILABLE CURRENCY THEREIN) IS NOT A BANK ACCOUNT, CREDIT CARD or DEPOSITS. OUR SERVICES ARE NOT FINANCIAL INSTRUMENTS. NO INTEREST WILL BE PAID ON ANY FUNDS OR CURRENCY YOU USE TO PURCHASE OR TRADE FOR ANY OTHER CURRENCY, BITCOIN, OR ANY OTHER THING WITH OTHER MEMBERS, AND ALL ASSETS, INCLUDING SUCH CURRENCY OR BITCOIN, THAT ARE DIRECTLY HELD BY THE COMPANY ARE NOT INSURED BY THE COMPANY OR ANY GOVERNMENT AGENCY.
2.4. DISCLAIMER; RISK FACTORS
2.4.1 We are not responsible for any loss or damage incurred by you as a result of your use of our Services or for your failure to understand the nature of virtual currencies or the market for such currencies. All we are providing you is a method by which you can exchange, trade, and/or store certain virtual currencies, and we make no representations or warranties concerning the value, stability, or legality of any such virtual currencies.
2.4.2. You acknowledge the following risks related to your use of the Site and the Services:
- The risk of loss in trading virtual currencies such as Bitcoin (collectively, “Digital Assets”) may be substantial and losses may occur over a short period of time.
- The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future.
- Digital Assets are not legal tender, not backed by any government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.
- Legislative and regulatory changes or actions at the state, European Union or international level may adversely affect the use, transfer, exchange and value of Digital Assets.
- Transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
- Some Digital Assets transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transactions.
- The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currencies for Digital Assets, which may result in the potential for permanent and total loss of value of a particular virtual currency should the market for that virtual currency disappear.
- There is no assurance that a person who accepts Digital Assets as a payment today will continue to do so in the future.
- The nature of Digital Assets may lead to an increased risk of fraud or cyberattack, and may mean that technological difficulties experienced by the Company may prevent the access or use of your Digital Assets.
- Any bond or trust account we may hold for your benefit may not be sufficient to cover all losses incurred by you.
You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of those risks for you, and that the Company does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you shall access and use the Services and the Site at your own risk.
This brief statement does not disclose all of the risks associated with trading in Digital Assets. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your Account (as defined below), and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
2.5. VIRTUAL CURRENCY VALUES
You understand and agree that, due to technical and other restrictions, the virtual currency values displayed on our Site may be delayed and therefore not reflect the current, live market value of such currency. Nonetheless, you agree that the values displayed on our Site control your Account and your use of the Site and Services, including the Exchange.
2.6 YOUR ACCOUNT; REGISTRATION DATA
2.7 YOUR ACCOUNT RESPONSIBILITY
You are entirely responsible for any and all activities conducted through your Account. You agree to notify us immediately of any unauthorized use of your password or Member ID, as well as of any other breach of security. While we may implement certain monitoring procedures designed to alert us to fraudulent activity, we are not responsible for any unauthorized use of your Account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your password.
2.8 NO ACCOUNT TRANSFERS
Control or use of your Account may not be transferred, leased, assigned or sold to a third party. We disclaim any and all liability arising from fraudulent entry and use of the Site, Exchange, and other Services (including, but not limited to, liabilities arising from unauthorized trades executed through your Account). If a User fraudulently obtains access to your Account or the Exchange, we may terminate the User’s access and membership immediately and take all necessary and appropriate actions under applicable federal, state, and international laws.
2.9. PASSWORD SECURITY
AS PART OF OUR SECURITY MEASURES AND POLICIES, PLEASE NOTE THAT WE WILL NEVER ASK YOU, FOR ANY REASON, WHETHER BY EMAIL, REGULAR MAIL OR TELEPHONE, TO DISCLOSE YOUR ACCOUNT PASSWORD. PASSWORD INQUIRIES WILL ONLY BE CONDUCTED ONLINE AND ONLY AFTER YOU HAVE SIGNED ONTO THE COMPANY’S SITE. WE WILL NEVER SEND YOU EMBEDDED LINKS IN AN EMAIL REQUESTING THAT YOU SIGN ONTO THE SITE BY CLICKING SUCH A LINK. IF YOU RECEIVE AN EMBEDDED LINK BY EMAIL, CLAIMING TO BE FROM US, YOU SHOULD NOT OPEN IT OR CLICK ON THE LINK. THE EMAIL IS NOT FROM US AND IS LIKELY FRAUDULENT. NEVER GIVE YOUR ACCOUNT PASSWORD TO ANYONE WHOM YOU DO NOT INTEND TO AUTHORIZE TO USE YOUR ACCOUNT.
2.10. THIRD PARTY ACCOUNT INFORMATION
In order to provide you with the Services, including the Exchange, you may also be required to disclose certain other third-party account information to us, including, without limitation, your bank account number, your Bitcoin addresses and related information. As indicated elsewhere in this Agreement, we are not responsible for any unauthorized use of your Account with the Company or any third-party accounts which you use in connection with the Exchange.
After your Account has been funded, you may begin to trade your virtual currency with other Members. Trading is accomplished via bids and offers to buy and sell virtual currency. Specific examples and illustrations of how trading works may be found on the Site. We are not responsible for any disputes among or between Members regarding any transaction.
Matching bids and offers to buy and sell virtual currency are automatically paired by the Exchange, and the Exchange will notify the respective Members that the order has been executed. Once a match is made, the order is executed and cleared instantaneously. YOU SHOULD ONLY PLACE A BID OR OFFER TO BUY OR SELL IF YOU FULLY INTEND TO COMPLETE THE TRANSACTION. You have the right to stop payment of a preauthorized bid or offer to sell or buy virtual currency by initiating procedures through your Account online to effectuate closure of such open bid or offer.
Members may only sell as much virtual currency as is recorded by the Company in the Exchange ledger, plus the applicable Transaction Fee (as defined below). Any attempt by you to sell more virtual currency than our records show exists in your Account after deduction of the applicable Transaction Fee will result in an unsuccessful trade and may be grounds for termination of your Account.
2.14 NO REVERSAL OF TRADES
Once an order has been executed and the appropriate currencies have been credited and debited from the Members’ Accounts, the transaction may not be reversible. The Exchange simply matches bids and offers put forth by Members and assists Members with carrying out the intent of the Member as expressed via the bid(s) or offer(s).
2.15. FEES FOR MEMBER TRANSACTIONS
In order to provide the Site, Exchange, and other Services to you, we charge a fee on each transaction initiated by Members of the Site (such fee, a “Transaction Fee”). The current Transaction Fee may be found on our Site. We reserve the right to change, modify or increase the Transaction Fee at any time and from time to time. Any such changes, modifications or increases will be effective upon posting such changes, modifications or increases on our Site. If you do not agree to the posted changes, modifications, or increases, you may delete your Account as provided herein. Your first use of your Account following the posting of any changes or revisions to the terms of this Agreement or modified Transaction Fee as posted on the Site will constitute your acceptance of all such changes or revisions.
2.16. TRANSACTION FEES DUE FROM BUYER AND SELLER
Transaction Fees are paid by both the buyer Member and seller Member in any given transaction. The XBT buyer and seller will each be charged a fee in USD/EUR/SGD. The Member is responsible for any fees imposed by third parties in connection with transferring virtual currency into the omnibus client account. The Exchange does not charge fees to transfer virtual currency from the omnibus client account.
2.17. WITHDRAWING CURRENCY
In addition to allowing Members to trade virtual currency, the Exchange allows Members to withdraw virtual currency upon request to us. Members may withdraw all or some of their virtual currency, and there is no minimum amount of virtual currency required to maintain your status as a Member (however, as indicated above, you may only trade or sell virtual currency up to the amount shown as belonging to you in the ledger maintained by the Exchange). XBT currency will be transferred from the Exchange’s account to the specific Bitcoin address provided by the Member. Withdrawals may take up to three (3) days to complete, provided that larger withdrawals may take up to thirty (30) days to complete and that any withdrawal may be delayed as necessary to comply with applicable law and/or the Exchange’s customer identification and anti-money laundering procedures.
2.18. STATEMENT OF ACCOUNT
A statement of your available currency balance and the status of your Account is available to you in electronic format for viewing online anytime (subject to down times) at the Site. You may review online all transactions that have taken place in the previous one year. You also have the right to receive a receipt, trade ticket or other evidence of a transaction.
2.19. TRADING ERRORS
If you believe that you have been erroneously charged a Transaction Fee, please notify us immediately of such error, along with any additional information concerning the transaction. If we do not hear from you within thirty (30) days after such alleged erroneous Transaction Fee first appears on any Account statement, such fee will be deemed acceptable by you for all purposes.
2.20. CANCELLATION AND TERMINATION OF YOUR MEMBERSHIP AND ACCOUNT
2.20.1. You may close your Account by providing written notice to us, and on such notice, a hold will be placed on your Account to allow all pending transactions to clear, if any. After notifying us of your desire to close your Account, you may only use the Exchange to withdraw the remaining available currency associated with your Account.
2.20.2. All currencies appearing in the ledger and attributed to you must be withdrawn or otherwise sold or transferred before cancellation of your Membership and closing of your Account will be finalized.
2.20.3. We reserve the right at our sole and absolute discretion to block access to or to suspend, close or terminate your Account if:
- you violate the terms and conditions of this Agreement, including, but not limited to, engaging in abusive or harassing behavior;
- you add currency to your Account using any source that you do not have the legal right from which to transfer funds;
- we have reasonable suspicion that you are directly or indirectly using our Site, Exchange or other Services in violation of applicable law or regulation;
- we are directed as such by a regulatory authority, law enforcement, or a court of competent jurisdiction;
- we are otherwise required to do so by applicable law or regulation; or
- for any other reason in our sole and absolute discretion.
We are not responsible for any loss of currency or funds resulting from your violation of these Terms and Conditions or from any government forfeiture.
2.20.4. Without limiting other remedies available to us, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to and use of the Site and Services, including closing your Account, at any time, with or without advance notice, if:
- We believe, in our sole and absolute discretion, that you have breached any material term of this Agreement or the document(s) it incorporates by reference;
- We are unable to verify or authenticate any information you provide to us;
- We believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our users or us; or
- We decide to cease operations or to otherwise discontinue any Services or options provided by the Site, Exchange, or parts thereof.
2.20.5. You agree that neither the Site nor any third party acting on our behalf shall be liable to you for any termination of your access to any part of the Site or Services in accordance with these Terms and Conditions.
2.20.6. You agree that if your access is terminated by us, you will not attempt to regain access to the Site, Exchange, or Services – using the same or different username – without prior written consent from us.
2.21. SERVICE INTERRUPTION
From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Site or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Site or Services.
2.22. AGREEMENT TO RECEIVE NOTIFICATIONS AND OTHER COMMUNICATIONS
We reserve the right to send electronic mail or other messages to you and to other Members. The purpose of these communications may include, but is not limited to:
(i) Providing you with information concerning your Account;
(ii) Providing information to you regarding products or services offered by our affiliates or partners;
(iii) Informing you about any of our related products or services; or
(iv) Providing you with information about any item that we think, in our sole discretion, may be of interest to you.
2.23. MARKET MAKERS
We may engage one or more market makers (each, an “MM”), who may also be affiliated with us, to act as liquidity providers on the Exchange. You understand and agree that we may provide information concerning bids and offers provided by you and other participants on the Exchange to such MMs prior to posting such bids and offers to the Exchange. The MMs will have the opportunity, but not the obligation, to accept and fill such bids and offers prior to the other participants on the Exchange (including you), should such bids be matched at lower prices and such offers be matched at higher prices (price improvement) than they otherwise would have been had they been routed directly through the Exchange.
2.24. CANCELING TRADES
Absent mutual consent of parties involved, we reserve the right to cancel or nullify trades in the event that:
(i) The trade resulted from an erroneous print disseminated by the underlying market which is later cancelled or corrected, where such erroneous print resulted in a trade higher or lower than the average trade in the underlying currency pair during the time period encompassing five minutes before and after the erroneous print, by an amount at least five times greater than the average quote width for such underlying currency pair;
(ii) The trade resulted from an identifiable interruption or malfunction of an Exchange execution or communication system that caused a quote or order to trade in excess of its disseminated size or quote;
(iii) The trade resulted from an erroneous quote in the primary market for the underlying currency pair that has a width of at least EUR10.00 or that width is at least three times greater than the average quote width for such underlying security during the time period encompassing five minutes before and after the dissemination of such quote. Underlying market includes various digital currency venues and FX rates; or
(iv) The trade occurred at a price caused by any of the above, 10% above or below fair market value or deemed clearly erroneous.
- Restrictions on Use of our Site and Services
If you register with us as an individual user, you agree that you will use the Site and Services for your personal use only. If you register with us as an institutional user, you agree that you will use the Site and Services for commercial purposes only. In addition, you agree that any use of the Site and Service shall for the purposes expressly permitted and contemplated by this Agreement. You may not use the Site and Services for any other purposes, without our express prior written consent.
3.2. RESTRICTIONS ON USE
Without our express prior written authorization, you may not:
(i) Duplicate any part of our Site or the Materials contained therein or received via the Services (except as expressly provided elsewhere in this Agreement);
(ii) Create any derivative works based on our Site or any of the Materials contained therein or received via the Services, and you agree and stipulate that any and all derivative works are NOT “fair use;”
(iii) Use our Site or Services, or any of the Materials contained therein, for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT “fair use”;
(iv) Re-distribute our Site or any of the Materials contained therein or received through the Services, and you hereby agree and stipulate that any and all such uses is NOT “fair use;”
(v) Remove any copyright or other proprietary notices from our Site or any of the Materials contained therein;
(vi) Frame or utilize any framing techniques in connection with our Site or any of the Materials contained therein;
(vii) Use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s name or marks, and you hereby stipulate that any use of the Site’s name or marks, or any other marks owned by Us is an infringement upon our trademark rights, and you stipulate to make payment of liquidated damages of five thousand euro (EUR 5000) per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by Us as a result of such infringement, plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs;
(viii) “Deep-link” to any page of our Site, or avoid agreement to the Site’s Terms & Conditions (for the avoidance of doubt, you may only link to the main entry page);
(ix) Circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft of usernames and passwords or using another person’s username and password in order to gain access to a restricted area of the Site);
(x) Use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the Services;
(xi) Sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials or Services or any of your rights to access and use the Materials or Services as granted specifically by this Agreement
(xii) Use our Services to impersonate any other User or person;
(xiii) Use any Material or information on our Site or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;
(xiv) Upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s property;
(xv) Upload, post, email or otherwise transmit any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(xvi) Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose;
(xvii) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source material that is uploaded or otherwise provided by you;
(xiii) Restrict or inhibit any other User from using and enjoying the Services;
(xix) Harvest or otherwise collect information about others, including e-mail addresses or other personally-identifiable information;
(xx) Violate any applicable laws, policies, or regulations;
(xxi) Upload, post, email or otherwise transmit any material which is illegal immoral, obscene or defamatory of any person; or
(xxii) Do anything that may adversely affect proper operation of the Site, the Services and the reputation and goodwill of the Company.
Except where expressly permitted by law, you may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of our Materials or any other Materials from our Site. You hereby agree not to use any automatic device or manual process to monitor or reproduce the Site or Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site, Exchange, or Services. If you do not adhere to this provision of this Agreement, you hereby stipulate to and agree to pay liquidated damages of five thousand Euro (EUR5,000) (being a genuine, pre-estimate of loss and damage suffered by us as a result of your said breach), plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.
- Stipulated Liquidated Damages
4.1. STIPULATED LIQUIDATED DAMAGES
In various provisions in this Agreement, we have outlined liquidated damages amounts to be applied against you if you violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, you acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages and is a genuine pre-estimate of the loss and damage which may be suffered by Us.
4.2. OTHER LIQUIDATED DAMAGES
For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, you hereby agree that any breach of this Agreement shall result in liquidated damages of one hundred Euro (EUR100) per occurrence. You specifically agree to pay one hundred Euro (EUR100) in liquidated damages per occurrence; provided, however, that you will not be required to pay such liquidated damages in an amount in excess of (x) EUR1,000 or (y) the outstanding balance of currency or other assets in your Accounts with the Company, whichever is greater.
- Disclaimer of Warranty
5.1. EXPRESS DISCLAIMERS
By using the Site, And or Services, you expressly acknowledge and agree that:
(i) Such use of the Site, And, and Services is at your own and sole risk;
(ii) Any material and/or data downloaded or otherwise obtained through the use of the Site and Services or any of the Materials contained therein is done at your own discretion and risk and you are solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data;
(iii) The Site, And, and Services, and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
(iv) Predya S.A. makes no representations or warranties that the Site, And, and Services, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free; nor does Predya S.A. make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, And, and Services or any of the Materials contained therein;
(v) Predya S.A. cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses, or other code that may manifest contaminating or destructive properties; and accordingly, Predya S.A. does not assume any responsibility or risk for your use of the Internet;
(vi) Predya S.A. makes no warranty, express or implied, regarding any transaction entered into through the Site, And, or Services;
(vii) Predya S.A. is NOT responsible for the XBT market, and Predya S.A. makes no representations or warranties concerning the value of virtual currency of any kind
(viii) The value of virtual currencies can be volatile and Predya S.A. is not in any way responsible or liable for any losses you may incur by holding or trading virtual currencies, even if the Site or Services are delayed, suspended, or interrupted for any reason; and
(ix) Predya S.A. is not responsible for any use of confidential or private information by users or third parties.
5.2. NO IMPLIED WARRANTIES
The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by Predya S.A. with respect to this Agreement and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.
- Indemnification and Release
6.1. IMPROPER USE OF SITE OR SERVICES
The provision of any services which are in violation of any laws is strictly prohibited. If we determine that you or any User has provided or intends to engage in any activity or provide any services or material in violation of any law, your ability to use the Site, And, and Services will be terminated immediately without any reimbursement of any payment or fees you may have made to Us. We reserve the right, in our sole and absolute discretion, to cooperate with law enforcement upon legal request and/or advisement of an attorney. We hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (i) your (or you under another person’s authority, including, without limitation, to governmental agencies) use, misuse, or inability to use the Site, And, Services, or any of the Materials contained therein; or (ii) your breach of this Agreement.
Predya S.A. shall notify you by electronic mail, mail, or other appropriate means, of any such claim or suit, and reasonably cooperate (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or choose our own legal counsel, but are not obligated to do so.
To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any and all allegations, counts, charges, debts, causes of action, claims and Losses, relating in any way to the use of, or activities relating to the use of the Site and Services including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of the Site, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or Services and any other technical failure that may result in inaccessibility to the Site, And or Services, or any claim based on vicarious liability for torts committed by Users encountered or transacted with through the Site and Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder.
The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of Predya S.A., and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
- Limitation of Liability
7.1. LIMITATION OF LIABILITY
Save as permitted to the maximum extent by applicable laws, in no event shall Predya S.A. (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the Site, And, Services, or any of the materials contained therein, even if we have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement and your use of the Site and the Services, whether such liability is asserted on the basis of contract, tort or otherwise, even if we have been advised of the possibility of such damages.
7.2. FORCE MAJEURE
We (nor any bank where our deposit accounts are held) will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond our control include, but are not limited to, acts of God, war, riot, arson, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, flood, earthquake, hurricanes, tropical storms or other natural disaster or casualty, shortages of labour or material, shortage of transportation, facilities, fuel, energy, government regulation or restriction, acts of civil or military authority or terrorism, fibre cuts, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, failure of the telecommunications or information services infrastructure, hacking, SPAM or failure of any computer, server or software disruptions on account of or caused by vandalism, theft, phone service outages, power outage, Internet disruptions, viruses, and mechanical, power or communications failures.
If, after the date of this Agreement, any law, regulation, rule, regulation or decision of any funding method association, or ordinance, whether federal, state, or local, becomes effective which substantially alters our ability to perform Services hereunder, we shall have the right to cancel this Agreement, with notice, if reasonably possible, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) thirty (30) days following notice.
7.3. MAXIMUM LIABILITY
In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
7.4. RIGHT OF SET OFF
To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to Us by you for your breach of this Agreement or other obligations under this Agreement against funds in your Account.
- Links and Linking
8.1. THIRD PARTY LINKS
Some websites which are linked to or from the Site (including advertisements) are owned and operated by third parties. Because we have no control over such websites and resources, you acknowledge and agree that we are not responsible or liable for the availability of such external websites or resources, and do not screen or endorse such websites or the content, products, advertising or other materials presented therein, and are not responsible or liable for any such content, advertising, services, products, or other materials on or available from such websites or resources.
8.2. NO LIABILITY
You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods or services available on or through any such website or resource. If you decide to access any such third-party website, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein.
You hereby agree to defend and hold harmless each of the Indemnified Parties from and against any and all Losses that may result from your use of links that may appear on the Site or via the Services. We reserve the right to terminate any link or linking program at any time.
- Trademark Information
“Predya S.A.” is a registered trademark of ours.
9.2. OTHER MARKS
Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks. You acknowledge and agree that we either own or have been authorized by relevant third-party intellectual property owners to use all trademarks, copyright, patents, design and intellectual property of any nature and form found on the Site and the Services.
9.3. NO INFRINGEMENT
All of the marks, logos, domains, and trademarks that you find on the Site and Services may not be used publicly except with express written permission from Predya S.A., and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits Predya S.A.
- Copyright Information
The Materials accessible from the Site, Services, and any other website owned, operated, licensed, or controlled by Us are our proprietary information and valuable intellectual property and we retain all right, title, and interest in such Materials. No rights, title or interest in any such Materials are transferred to you by access to the Site and Services.
All Materials included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software are the property of the Company or its content suppliers and are protected by Luxembourg and international copyright laws. The compilation of all Materials on the Site is the exclusive property of the Company or its content suppliers and protected by Luxembourg and international copyright laws, as well as other laws and regulations.
10.2. NO ALTERATION OR DISTRIBUTION
The Materials may not be copied, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent, except that you may print out a copy of the Materials solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in this Agreement violates our intellectual property rights.
- Export Control
11.1. EXPORT CONTROLS
You understand and acknowledge that the software elements of the Materials on the Site may be subject to regulation by agencies of the Luxembourg Government, which prohibits export or diversion of software to certain countries and third parties. Diversion of such Materials contrary to Luxembourg’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
11.2. NO AGENCY RELATIONSHIP
Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. We are not your agent or other representative. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons. This Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and Us.
Any notice we are required to give you under this Agreement may be provided by email, postal mail, or facsimile utilizing the contact information provided by you when you registered with the Site or by general posting on the Site. Notices from you to us shall be given by email to: [email protected] S.A..com, unless otherwise specified in the Agreement.
12.2. CHANGE OF ADDRESS
Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.
12.3. CHANGE TO TERMS AND CONDITIONS OR FEE SCHEDULE
Any notice of a change to our Terms and Conditions or Fee Schedule required to be given pursuant to Section 1.8 hereof, shall be sent to the email address you provide to us. The email notice will instruct you to visit our website to review the new changes to the Terms and Conditions or the Fee Schedule.
12.4. WHEN NOTICE IS EFFECTIVE
Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier (e.g., Luxembourg Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by Luxembourg Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are deemed delivered one (1) hour after transmission if sent during the recipient’s business hours, or otherwise at 9:00 a.m. (recipient’s time) the next business day. Notices delivered by posting on the site shall be deemed delivered upon posting. Notices delivered by any other method shall be deemed given upon receipt. Either party may, by giving the other party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.
12.5. REFUSED, UNCLAIMED, OR UNDELIVERABLE NOTICE
Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server or service provider, or overnight delivery service.
- Communications Not Provided
We do not provide any facility for sending or receiving private or confidential electronic communications. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages. User should not have an expectation of privacy regarding any communications sent through this Site or the Services.
14.1. BINDING ARBITRATION
If a dispute arises between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including, but not limited to, claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) by Us seeking injunctions, attachment, garnishment, and other equitable relief.
Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be finally settled on an individual basis –
(i) In the case of disputes involving customers of Predya S.A. Pte. Ltd., by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The language of the arbitration shall be English and the Agreement shall be interpreted in accordance with the laws of Singapore.
(ii) In the case of disputes involving customers of Predya S.A., by arbitration in Paris, France administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The language of the arbitration shall be English and the Agreement shall be governed by the laws of Luxembourg.
An arbitral decision resulting from (i) or (ii) above may be enforced in any court, and a prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s fees. Additionally, the parties waive any right to trial by jury, as well as any right to participate in a class action lawsuit.
The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of this Agreement. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.
14.2 NO WAIVER OF RIGHT TO ARBITRATION
There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
14.3 WAIVER OF STATUTE OF LIMITATIONS
Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim, the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to Us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either party shall have no further claim whatsoever against the other party.
- Right to Injunctive Relief
Each Party acknowledges that the other party’s remedies at law may be inadequate to provide them with full compensation in the event of a breach of this Agreement, and that the non-breaching party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
If you would like to contact us with a complaint, please contact Customer Support using one of the following methods:
E-mail [email protected] using the email address associated with your account.
Write to Customer Support at:
51 Route d’Arlon
L-1140, Luxembourg, Grand Duchy of Luxembourg
- Miscellaneous Provisions
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign this Agreement without our prior written consent. We may assign this Agreement and our rights and obligations hereunder at any time upon thirty (30) days prior written notice to you.
If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be invalid, unenforceable or illegal, such invalidity, unenforceability or illegality shall not affect the remainder of this Agreement which will continue to be in full force and effect.
17.3. NO WAIVER
No waiver or action made by Us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. No failure or delay in exercising or enforcing any privilege, right, remedy, or power hereunder shall be deemed a waiver of such provision by Us. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. All waivers must be in writing.
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
17.5. COMPLETE AGREEMENT
17.6. OTHER JURISDICTIONS
We make no representation that the Site, And, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content or function may be illegal or is otherwise prohibited. Those who choose to access the Site, And and Services from such locations do on their own initiative and are solely responsible for determining compliance with all applicable local laws.