Matrixport Platform Terms and Conditions
MATRIXPORT is a platform that provides one-stop blockchain related services. Matrixport is operated by and proprietary to Matrixport Technologies Ltd. (BVI) ("Matrixport") and its affiliates (collectively, the "Company" or "we"). You (also referred to as the "User") access www.matrixport.com website, and any related application program interfaces or mobile application (each, a "Site") and use the services provided by the Company and its affiliates and/or register an account with Matrixport, by which you have read, understood and agreed to accept the binding effect of these terms and conditions between you and the Company, including any amendments published by the Company from time to time (collectively, this "Agreement") and the Privacy Policy (available at matrixport.com/privacy-policy). In addition, for certain Services/Products, you may be subject to other specific terms and conditions applicable to such Services/Products (the "Product Terms"). In the event of any conflict between the terms and conditions of this Agreement and the Product Terms, the Product Terms shall prevail. If you have any questions regarding the Services/Products or this Agreement, please contact our support team at [email protected].
Using the Services or purchasing, selling, holding or investing in the Products involves significant risks (including but not limited to loss of the Digital Assets, substantial decrease in or loss of the entire value of the Digital Assets, inability to trade, access or transfer the Digital Assets or receive interests associated with the holder of the Digital Assets, unauthorized access or erroneous transfer, as well as legal, regulatory and tax risks) and therefore is not suitable for all persons. Before using our Services, or purchasing, selling, holding or investing in our Products, you should ensure that you fully understand the risks and nature of the relevant Services/Products and independently review whether such Services/Products are suitable for you based on your own financial situation, investment experience, investment objectives and risk appetite. You should seek professional advice from your own independent financial, legal and/or tax advisors if you have any questions regarding the Services/Products offered on the Site. The risks described in this Agreement are not exhaustive and do not reflect all risks (or other important factors) that you should consider before using the Services or trading or purchasing the Products.
You understand and agree that Matrixport is not your broker, intermediary, agent or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities you make using the Services, whether or not such trades or other decisions or activities are effected through the Site. You agree that any content on the Site, as well as any communication from Matrixport, shall not constitute our investment, financial, trading or other advice to you.
Matrixport's decision to support or not support a Digital Asset for you to trade, transfer or store using the Services does not indicate Matrixport's approval or disapproval of the Digital Asset or its underlying technology in terms of its integrity, security or operability. Matrixport makes no representation or undertaking as to whether any Digital Asset will continue to be supported by Matrixport and its affiliates or any third party service providers, or whether any Digital Asset may be delisted at the sole discretion of Matrixport. Matrixport is also not the owner or controller of the underlying technologies governing the operation of the Digital Assets on the Site. Accordingly, the Digital Assets or their underlying technologies may change or no longer function as expected due to changes in the underlying technologies (including but not limited to "forks", "rollbacks" or "bootstrapping" of the Digital Assets or blockchain). You are responsible for self-assessing any (potential) changes in the Digital Assets or their underlying technologies.
The Services/Products cannot offer a deposit protection scheme unless you purchase third party insurance yourself. You understand and agree that the Digital Assets you hold with us may be commingled with Digital Assets belonging to other Users. You further understand and agree that under no circumstances shall Matrixport or its affiliates be liable to you or any other person for any loss arising out of or in connection with your use of or reliance on any Services/Products or this Agreement.
You agree to comply with all applicable Laws (including laws relating to tax, withholding tax or tax reporting), this Agreement, the applicable Product Terms, the Privacy Policy, and all policies, procedures or regulations as may be published by the Company from time to time. You are responsible for regularly checking the Site and emails you have submitted to us for any announcements and we shall not be responsible for any information you obtain through unofficial channels not owned or controlled by us.
You agree and confirm that all payments you make to Matrixport are made without any deduction or withholding of any taxes. If you are required by the relevant tax authorities to deduct or withhold any taxes from amounts payable to Matrixport, you shall (i) pay such taxes to the tax authorities to the extent required by applicable law, and (ii) pay additional amounts so that Matrixport receives in full the amounts due under this Agreement (i.e. without any deduction or withholding of any taxes). If Matrixport becomes liable for any taxes as a result of your failure to meet your tax obligations under this Agreement, you shall indemnify and hold Matrixport harmless from any losses and damages arising from your breach, including all taxes, including interest, penalties and additional taxes, and any costs incurred in connection with such liability.
1. Definitions
The following terms used in this Agreement shall have the following meanings:
1.1. "Digital Assets" means any cryptocurrencies, decentralised application tokens and protocol tokens.
1.2. "Laws" means laws and regulations, including but not limited to governmental and regulatory actions, orders, decrees, whether domestic or foreign.
1.3. "Products"/"Services" means the products/services available on the Site. The Company may modify or change the products/services available on the Site from time to time at its sole discretion.
2. Account Registration
2.1 You shall register an account (the "Account") with the Company before using the Services/Products. You agree to provide us with information that is accurate, current and complete at all times. If any information is not accurate, current and complete, it constitutes a breach of this Agreement and may result in the Company suspending or immediately terminating your Account or Services/Products at its sole discretion. You undertake that if any information you provide changes, you will notify us immediately. You agree that you will not register multiple accounts with the Company without the Company's written consent.
2.2 You agree that the Company reserves its right to decline, at our sole and absolute discretion, to open an Account for any person without providing any reason.
2.3 You hereby represent, warrant and undertake to the Company (and such representations and warranties shall be deemed repeated each time you access your Account, or use the Services or purchase, sell or invest in the Products):
2.3.1 If you are an individual, you are at least 18 years old and have the requisite power under applicable laws and regulations to enter into a binding contract and to perform your obligations under this Agreement and the Product Terms (if any);
2.3.2 If you are a legal entity or organization, you have the full legal capacity and authorization necessary to enter into this Agreement and the Product Terms (if any);
2.3.3 Your entry into this Agreement and the Product Terms (if any) and the performance of your obligations thereunder does not and will not conflict with any law or regulation applicable to you;
2.3.4 All information you provide to the Company is accurate, current and complete;
2.3.5 You are not located or established in, or a citizen or resident of, any country or jurisdiction where your use of the Services or your purchase, sale, holding or investment in the Products is restricted or prohibited;
2.3.6 Your use of the Services or your purchase, sale, holding or investment in the Products will not negatively affect the reputation of the Company or subject the Company to any penalties, fines or sanctions, and is not subject to any contractual restrictions or other restrictions binding on you or any assets you use to purchase or invest in the Products;
2.3.7 The Digital Assets you deposit or use to purchase or invest in the Products are not the direct or indirect proceeds of any criminal or fraudulent activity;
2.3.8 You are using the Services only for your own benefit. You will not use the Services or purchase, sell, hold or invest in the Products on behalf of or for the benefit of any third party without our prior written consent;
2.3.9 You are not subject to any economic sanctions program administered or enforced by any relevant national, governmental or international body (including but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore);
2.3.10 You have the necessary skills and capabilities to review and evaluate the security, integrity and operability of certain Digital Assets you intend to purchase or trade, and have the knowledge, experience, understanding, professional advice and information necessary for self-assessment of the merits and risks of certain Digital Assets.
2.4 You hereby understand and agree that we may require you to provide personal identification information to complete our client onboarding process, including KYC ("Know Your Customer"), AML ("Anti-Money Laundering") and CFT ("Counter-Terrorist Financing") requirements. We may request such information during your account registration process and on an ongoing basis. If we believe your account may require enhanced due diligence, we will notify you in advance and reserve the right to charge you for any fees and costs associated therewith. You understand and agree that our collection, use and disclosure of your personal identification information shall be governed by the Privacy Policy. Matrixport and BIT (www.bit.com) may from time to time disclose customer information for the purpose of satisfying Know Your Customer, anti-money laundering and counter-terrorist financing requirements.
2.5 Matrixport is committed to maintaining the security of users' Digital Assets and has implemented industry-standard protections for our Services/Products. However, the actions of users, other users and other actors may pose risks. You are solely responsible for the security of your Account, and agree and undertake to:
2.5.1 Take necessary precautions to ensure the security of your login information and other authentication information (where applicable);
2.5.2 Not disclose such information to any third party;
2.5.3 Notify Matrixport immediately if you discover any unauthorized transactions. You acknowledge that granting a third party permission to act on your behalf does not relieve you of any liability under this Agreement;
2.5.4 Be fully responsible for all acts or omissions of any third party with access to your Account, and any action of such third party shall be considered to be an action authorized by you;
3. Products and Services
3.1 Upon successful registration of your Account, you will be able to use the Services. You agree that the Company reserves the right at any time and without any notice to limit, modify (including disabling the withdrawal of Digital Assets), suspend or terminate all or part of the Services, or to limit your ability to purchase, sell, hold or invest in the Products.
3.2 You agree and understand that you may not use certain Services and/or purchase, sell, hold or invest in certain Products if you do not have sufficient balance (the "Balance") in your Account.
3.3 You acknowledge and agree that we are a platform developed to provide one-stop blockchain platform related services, and the Services hereunder may be provided by the Company or its affiliates.
4. Fees
4.1 You agree to pay the fees (the "Fees") for the Services/Products in accordance with the applicable fee schedule, if any (the "Fee Schedule"). You agree that the Company shall have the right to adjust the Fees at any time and in its sole and absolute discretion. You hereby authorize the Company to deduct or set-off any Fees intended to be charged to you from your Account.
5. Covenants
5.1 You shall not use the Site and/or the Services/Products to engage in any activities that violate applicable Laws.
5.2 You shall not use the Site and/or the Services/Products to:
5.2.1 Support, incite or participate in any terrorist activities;
5.2.2 Participate in any money laundering activities;
5.2.3 Violate the public interest or the legitimate interests of others, including but not limited to interfering with, disrupting or affecting other users' use of the Services;
5.2.4 Participate in any form of market manipulation, including any action or course of conduct taken or induced by any market participant or its concert parties that is intended or has or may create a false appearance or deceive or mislead other active trading users of a Digital Asset (whether within and/or outside the Site), or artificially control or manipulate the price or trading volume of any Digital Asset traded on the Site with respect to the market or price of such Digital Asset, including but not limited to maintaining, raising, lowering or causing fluctuations in the market price of the Digital Asset, or assisting, abetting, permitting, financing, supporting or endorsing any of the foregoing activities; or
5.2.5 Participate in any activities that may affect the normal operation of the Services and/or the security of the Site;
5.2.6 You shall not use any method (such as a proxy, Tor, VPN, etc.) to encrypt or block your Internet traffic and/or IP addresses, or use other technical services to hide your identity and/or location;
5.2.7 This Agreement relates to access to and use of the Site and the Services/Products. Matrixport does not transfer ownership or intellectual property rights in the Services/Products. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code, programs, software, products, information and documents, and the design, structure, selection, coordination, expression, "look and feel" and arrangement of any content contained in or provided through the Services and Products (collectively, the "Data") are exclusively owned, controlled and/or licensed by Matrixport or its affiliates. You shall not engage in any activities in the name of the Company or use the information on the Site and/or the Company's Data without the prior written authorization of the Company;
5.3 You shall not:
5.3.1 Without the prior written consent of Matrixport, modify, copy, reproduce, download, store, transmit, disseminate, transfer, disassemble, distribute, publish, delete or alter any proprietary notices or labels on the Site and/or the Services/Products (or any part thereof), or license, sublicense, sell, back up, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Site and/or the Services/Products (or any part thereof); and/or
5.3.2 (A) Use any "deep link", "page scrape", "robot", "spider" or other automatic device, program, script, algorithm or method, or any similar or equivalent manual process, to access, obtain, copy or monitor any part of the Site and/or the Services/Products, or in any way reproduce or circumvent the navigational structure or presentation of the Site and/or the Services/Products, so as to obtain or attempt to obtain any materials, documents or information through any means not intentionally made available through the Site and/or the Services/Products themselves, (B) attempt to gain unauthorized access to any part or feature of the Site and/or the Services/Products, or to any other system or network connected to the Site and/or the Services/Products, or to any Matrixport server, or to any services offered on or through the Site and/or the Services/Products, (C) probe, scan or test the vulnerability of the Services/Products, or of any network connected to the Site and/or the Services/Products, (D) reverse look-up, trace, or seek to trace any information on any other user or visitor of the Site and/or the Services/Products, (E) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site and/or the Services/Products, or on the infrastructure of any other platform connected to the Site and/or the Services/Products, (F) use any device, software or routine to interfere with the proper working of the Services/Products, or with any transaction being conducted on the Site and/or the Services/Products, or with any other person's use of the Site and/or the Services/Products, or (G) forge headers, impersonate another person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmission you send to the Services/Products.
6. Liabilities
6.1 The Company does not guarantee that any order will be executed, accepted, recorded or remain open. If the Company discovers any error in any order, trade, transfer or other transaction or activity (whether caused by you, the Company or a third party, or due to technical issues or other reasons), we will endeavor to correct, reverse or cancel such error. You hereby authorize the Company to make such corrections, reversals or cancellations at its discretion in such circumstances. Notwithstanding the foregoing, the Company does not warrant or guarantee that such corrections, reversals or cancellations will be successful, and the Company shall not be liable or obligated for any such errors or unsuccessful corrections, reversals or cancellations.
6.2 Without prejudice to any other right of recourse or indemnification set forth in this Agreement and the applicable Product Terms, you shall indemnify and hold harmless the Company and their respective directors, officers, employees and agents from and against any losses (including indirect losses), claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including reasonable attorneys' fees, fines and penalties on a full indemnity basis) (collectively, "Losses") arising out of or in connection with: (1) your violation of any applicable law or any third party's rights; (2) your breach of this Agreement, any Product Terms or the Privacy Policy; (3) our enforcement or protection (or attempted enforcement or protection) of any of our rights and remedies against you; and/or (4) your use of the Services, or your purchase, sale, holding or investment in any of the Products.
6.3 To the fullest extent permitted under applicable law, the Services/Products are offered on an "as is" and "as available" basis. We expressly disclaim, and you hereby waive, any and all other warranties of any kind (whether express or implied), including but not limited to warranties relating to merchantability, fitness for a particular purpose, title or non-infringement, arising out of course of performance, course of dealing or trade usage. Without limiting the foregoing, we make no representations or warranties regarding the accuracy, completeness, reliability, currency, error-free, virus-free or other harmful component-free nature of the Site or the Services/Products. Without prejudice to the other provisions of this Agreement and the Product Terms (if any), you agree that the Company shall not be liable for any loss arising out of or in connection with: (1) inaccuracies, defects or omissions in price data, (2) errors, corruption, loss or delays, interruptions, suspensions, discontinuances or failures in the transmission of such data, (3) any scheduled or unscheduled maintenance performed by the Company or any third party service equipment or provider (including third party equipment, software, hardware, network, web browser, online network, Internet and telecommunications or other service providers), (4) any loss caused by the acts, omissions or breaches of this Agreement and/or the Product Terms (if any) by other users or other third parties.
6.4 In no event shall the Company and their respective shareholders, directors, officers, employees and agents be liable for any special, incidental, indirect, punitive, consequential Losses (including but not limited to loss of data, profits, revenue, business opportunities) arising out of or in connection with the Site, the Services and/or the Products, even if the Company has been advised of the possibility of such Losses, unless a court of competent jurisdiction makes a final and binding determination that such Losses were caused by the Company's gross negligence, willful misconduct or fraud.
7. Termination
7.1 You acknowledge and agree that the Company shall have the right (but not the obligation) in its sole and absolute discretion and with notice to you, to limit, modify (including disabling the withdrawal of Digital Assets), suspend or terminate your access to all or part of the Site or the Services (including freezing your Account), or to limit your ability to purchase, sell, hold or invest in the Products, in the following circumstances:
7.1.1 We suspect that you have violated any applicable law, this Agreement, any applicable Product Terms, the Privacy Policy or any other policy, procedure or rule that we may publish from time to time;
7.1.2 We are required to do so pursuant to sanctions requirements or subpoenas, court orders or other governmental orders, or where the Digital Assets are seized or become the subject of a court order or other legal proceeding;
7.1.3 Your Account is facing or involved in any potential or pending litigation, investigation and/or governmental proceeding;
7.1.4 We suspect that your Account is involved in any unusual, unauthorized or fraudulent activity, or money laundering, terrorist financing or financial crime activity; and/or
7.1.5 We have reason to believe that we need to take such action to protect our reputation. You further agree that the Company shall not be liable for any loss caused to you by our exercise of the above rights.
7.2 You acknowledge and agree that the Company shall have the right at any time without notice to you and without liability or providing any reasons, to refuse to accept any deposit(s) into your Account, or to limit the amount(s) you may deposit into your Account, or to return all or any portion of the Balance in your Account, or to close your Account, in the following circumstances:
7.2.1 We have reasonable grounds to suspect that you have violated applicable law, this Agreement, any applicable Product Terms, the Privacy Policy or any other policy, procedure or rule that we may publish from time to time;
7.2.2 The information you have provided to us is not accurate, current or complete;
7.2.3 You use the Site and/or the Services/Products to engage in illegal activities;
7.2.4 You have lost (or are about to lose) capacity, become bankrupt (or are about to become bankrupt), gone into liquidation (or are about to go into liquidation), or have had (or are about to have) judicial management, receivership or other insolvency proceedings commenced against you; and/or
7.2.5 The Company determines in its sole discretion that your Account should be terminated, without providing any reason.
7.3 If you choose to terminate your Account with us, you shall provide the Company with reasonable notice in writing of your intention to terminate the Account.
7.4 The closure of your Account shall not affect any rights and obligations incurred prior to the date of Account closure, including but not limited to your obligations to your counterparties (if any), any Fees, interests, costs (including withdrawal costs and reasonable attorneys' fees), taxes and expenses.
7.5 You agree that the Company shall have the right to deduct or set-off your outstanding liabilities from your Balance before closing your Account.
7.6 The Company may, in our sole and absolute discretion, transfer the Balance to a suspense account (not bearing interest) in the event that your Account shall remain inactive or dormant.
8. Miscellaneous
8.1 License
Subject to your continued compliance with applicable Laws, this Agreement, any applicable Product Terms, the Privacy Policy and all other policies, procedures or rules as may be announced by the Company from time to time, the Company hereby grants you a limited, non-exclusive, revocable, non-transferable and non-sub-licensable license to access and use the Site for your own use only. You shall not use the Services for any resale or commercial purpose, including trading on behalf of others or entities.
8.2 Force Majeure
The Company shall not be liable for any delays or errors occurring by reason of circumstances beyond its reasonable control, including but not limited to restrictions on conversion or transfer of Digital Assets, unavailability of any third party service or system, war (whether declared or undeclared), terrorist activities, sabotage, blockade, fire, lightning, act of God, national strikes, riots, insurrection, civil commotion, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions, and governmental, regulatory and administrative actions or delays. In the event of such force majeure, the Company shall take commercially reasonable steps to minimize interruptions and losses, but shall not be liable for any losses caused by or incidental to such force majeure. The Company's obligations shall be suspended for the duration of such force majeure event.
8.3 Performance
You agree that the Company's performance of this Agreement (including acting on any instruction from you) and the Product Terms (if any) is subject to, and shall be performed only in accordance with, the applicable Laws.
8.4 Governing Law
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in all respects in accordance with the laws of the British Virgin Islands, without regard to principles of conflicts of laws.
8.5 Dispute Resolution
Any dispute arising in connection with this Agreement shall be referred to and finally settled on an individual basis in binding arbitration administered by the Singapore International Arbitration Centre ("SIAC") under its prevailing arbitration rules. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The tribunal shall consist of three arbitrators. You agree to keep the arbitration confidential, except to the extent disclosure is required for the performance of statutory obligations, the protection or exercise of legal rights, or the execution of bona fide legal proceedings, inquiries and awards.
8.6 Assignment
You shall not assign or transfer any of your rights or obligations under this Agreement, including any rights or obligations relating to legal enforcement or change of control, without the prior written consent of the Company. The Company may assign or transfer any or all of its rights or obligations under this Agreement in whole or in part without notice and without your consent or approval.
8.7 Amendments
The Company reserves its right to amend, modify and/or change this Agreement, the Product Terms and the Privacy Policy at any time in its sole and absolute discretion and without prior notice to you. Unless otherwise expressly stated, such amendments, modifications or changes to this Agreement, the Product Terms and/or the Privacy Policy shall take effect upon publication on the Site. You are responsible for regularly checking the Site for the latest versions of this Agreement, the Product Terms and the Privacy Policy before using the Services or trading in any of the Products. If you do not accept any changes to this Agreement, the applicable Product Terms and/or the Privacy Policy, you should terminate your Account (by notifying us pursuant to Section 7.3) and cease using all of our Services.
8.8 Waiver
No delay or omission as to the exercise of any right, remedy or power under this Agreement, the Product Terms (if any) and/or the Privacy Policy constitutes a waiver of that right, remedy or power.
8.9 Interpretation
This Agreement and each Product Terms shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
8.10 Severability
Should any part of this Agreement be determined to be illegal, invalid or unenforceable, such determination shall not affect the legality, validity or enforceability of the remaining parts of this Agreement.
8.11 Records
The Company shall have the right to keep and use the transaction data and any information related to your Account. You consent to telephonic or electronic monitoring or recordings of any communications between us for security and service quality purposes, and agree that the Company may present telegraphic or electronic recordings or other electronic records in any proceedings relating to this Agreement and the Product Terms as evidence.
8.12 Language
If this Agreement is translated from English into any other language, the English language version shall prevail to the extent of any inconsistency between the various language versions. Any notice given under or in connection with this Agreement shall be in the English language.