- These terms and modification
- Personal data
- Risk disclosure statement
- User account
- Due diligence procedures
- Other rights
- Third-party costs
- Intellectual property rights
- User representations and warranties
- Updates, availability, and access
- Important disclaimers
- No warranties and representations
- Limitation of liability
- Force majeure
- Governing law and arbitration
- Term and termination
These Tidex Terms of Service (the “Terms”) govern your access to and use of the Tidex website available at https://tidex.com (the “Website”), Tidex iOS and Android mobile applications (the “App”), the Exchange, as defined below, associated application programming interfaces (APIs), and any services offered or provided via the Website or App (hereinafter collectively the “Services”).
The Services are provided by UAB “Tidex Tech”, a company registered under the laws of Lithuania, having company number 306056674 and business address at 11 Eišiškių Sodų 18-oji Street, Vilnius, Lithuania (“we”, “us”, “our”, or “Tidex”). Tidex is licensed to carry out the business of cryptocurrency exchange and cryptocurrency wallet service provider under the laws of Lithuania.
Although TIDEX TECHNOLOGIES LTD may be the publisher of the App on AppStore (iOS) or Google Play (Android), it acts as merely developer and publisher and does not provide, manage, or operate the App or other Services. Accordingly, TIDEX TECHNOLOGIES LTD shall not be responsible for or held liable in connection with the Services. We shall remain the operator of the Services.
By accessing or using the Services, by registering or applying for an account with the Exchange, or by clicking the button “I agree” or respective check box in connection with or relating to these Terms, you (“you”, “your”) acknowledge that you have read, accept without modifications and agree to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and Tidex. If you do not accept or agree to these Terms, you may not register for an account with the Exchange and are not allowed to access or use the Services and must immediately discontinue any use thereof.
If you are acting for or on behalf of an entity, you hereby represent and warrant that you are authorised to accept these Terms and enter into a binding agreement with Tidex on such entity’s behalf, and you accept these Terms both on behalf of such entity and on your own behalf.
Please read these Terms carefully as they affect your obligations and legal rights. Note that Section XXIII contains provisions governing the choice of law, arbitration terms, and class action waiver. Please read and review Sections XVIII, XIX, XX and XXII carefully before accepting these Terms as they provide for the limitation of liability, your obligations to indemnify the Tidex Parties, as defined below, and contain disclaimer of warranties concerning the Services and other important disclaimers.
In these Terms, unless the context requires otherwise, the terms shall have the following meaning:
- “Affiliate” means a person Controlling, Controlled by, or under the same Control with Tidex.
- “App” has the meaning provided in the preamble of these Terms and includes both of Tidex Android and Tidex iOS mobile applications as may be from time to time provided by Tidex to access the Exchange and certain other related services.
- “Communications” means any letters, notices, messages, demands, requests, or other communications which may be required, permitted, or contemplated hereunder.
- “Control” means directly and/or indirectly holding a majority of the voting rights in another company or directly or indirectly exercising a dominant influence on another company, as prescribed in Article 5 of the Republic of Lithuania Law on Companies as of 13 July 2000 No VIII-1835.
- “Credentials” means pieces or sets of data that can be used to log in, access, and manage your User Account, including your username, password, two-factor authentication codes, etc.
- “Deposit” means a transaction whereby a User transfers Funds to the balance of their User Account.
- “Digital Assets” means cryptocurrencies and other cryptographic tokens, such as, for example, USD Tether (USDT), USD Coin (USDC), Bitcoin (BTC), Ether (ETH), etc.
- “Digital Wallet” means a pair of public and private cryptographic keys that can be used to track ownership of, receive or spend Digital Assets on a blockchain network. A Digital Wallet usually has a public address associated with it.
- “Dispute” means any dispute, controversy, claim, suit, action, cause of action, demand, and/or proceeding.
- “Exchange” means certain services as may be from time to time provided by Tidex or designated Affiliates or third persons via the Website and App allowing the Users to transact with other Users in Digital Assets or Fiat Currencies and to stake particular Digital Assets.
- “Fees” means certain fees charged by us for certain transactions within the Exchange or the use of the Services, including those outlined in the Fee’s Schedule or these Terms.
- “Fee’s Schedule” means the Tidex Fee’s Schedule, as may be updated from time to time, which is incorporated herein by reference.
- “Fiat Currency” means the government-issued currency that is designated as legal tender through government decree, regulation, or the law, such as, for example, Euro or U.S. dollar.
- “Force Majeure Circumstances” includes, without limitation, (i) fire, flood, hostility, pandemic, act of God, explosion, strike; (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions, intervensions, and operations; (iii) epidemic, pandemic, insurrection, labour dispute, accident; (iv) sanctions, government actions, embargoes; (v) injunctions, cease and desist orders, restraining or similar orders of, or prohibitions established by a court, governmental or other authorities; (vi) weaknesses, vulnerabilities and bugs in the software, blockchain networks, smart-contracts, other technologies used in connection with the Services, 51% attacks or similar attacks on Digital Assets’ underlying blockchain networks; (vii) actions, failures to act or inactions of Third-Party Service providers or other third parties, including fraud, loss or theft of funds by such third parties; (viii) system interference and/or destruction by any malicious programs; (ix) power failure, equipment or software malfunction or error; (x) other circumstances beyond our control interfering the performance hereof.
- “Intellectual Property Rights” means all and any intellectual property rights in and to any objects, items, works, or materials, inter alia, copyright and related rights, rights to inventions, designs, patents, know-how and confidential information, trademarks, URLs, domain names, design elements, names and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration, and any other rights of a similar nature or having an equivalent effect anywhere in the world which currently exist or are recognised in the future; and all applications, extensions and renewals in relation to any such rights.
- “KYC Checks” means identification, due diligence, and know-your-client checks, as well as other anti-money laundering and combating the financing of terrorism procedures as may be established by us from time to time.
- “LCIA” means the London Court of International Arbitration.
- “Licence” means a limited, temporary, non-transferable, non-exclusive, revocable, non-sublicensable licence (right) to access and use the Services for their intended purposes in accordance with these Terms.
- “Open-Source Licences” means licences which comply with the open source definition provided by the Open Source Initiative or free software definition provided by the Free Software Foundation, or any other licence which, as a condition of use, development, or redistribution, requires that the respective software, any modifications to that software and/or any other software with which it is combined or distributed be disclosed or distributed publicly in source code form.
- “Order” means a User’s instruction to buy or sell Funds provided via the Exchange on the terms and conditions outlined in the respective instruction. Orders are placed by Users using the trading interface of the Exchange or other means made available by Tidex, if any.
- “Privacy Notice” means the Tidex Privacy Notice, as may be updated from time to time.
- “Prohibited Jurisdiction” means any of the following jurisdictions: Democratic People’s Republic of Korea, Islamic Republic of Iran, Syrian Arab Republic, South Sudan, United Arab Emirates, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), the Republic of Cuba, the Crimea Region of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, or Sevastopol, and any jurisdiction in which the use of the Services is prohibited by applicable laws or regulations.
- “Prohibited Person” means any citizen or resident of, or person subject to jurisdiction of, any Prohibited Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority, including the EU, OFAC, United Nations Security Council, but not limited to the above.
- “Purchaser” means a certain User who submits an Order to buy the Funds via the Exchange.
- “Risk Disclosure Statement” means the Tidex Risk Disclosure Statement, as may be updated from time to time. The Risk Disclosure Statement is incorporated herein by reference.
- “Seller” means a certain User who submits an Order to sell the Funds via the Exchange.
- “Services” has the meaning provided in the preamble of these Terms. It is expressly acknowledged that the Services do not include the Third-Party Content, Third-Party Services, and Digital Assets.
- “Storage Fee” means the Fee charged by Tidex to cover the cost of maintaining the Funds by us, Affiliates, or any third-party, in cases outlined in these Terms.
- “Storage Mechanisms” means any accounts with banks or financial institutions, Digital Wallets, vaults, or other storage mechanisms you use to receive, hold, manage, or dispose of the Funds outside of the Exchange.
- “Terms” means these Terms of Service, together with all agreements and documents incorporated herein by reference, as may be amended from time to time.
- “Third-Party Content” means any content, information, materials, and items provided by third parties or produced from third-party sources, including (i) the description of, links to or elements of the Third-Party Services, (ii) promotional materials and advertisements, other third-party materials and data, (iii) third-party websites and resources, and links thereto, and (iv) any information produced or derived from third-party sources, including blockchain transactions and data pertaining to any Digital Assets, not limited to the above.
- “Third-Party Costs” means any costs, fees, or expenses that are charged by third parties, including, for example, the fees imposed by the applicable blockchain network, gas costs, fees related to the Third-Party Services, such as bank fees and commissions, etc.
- “Third-Party Services” means any software, services, items, and solutions that are not provided by Tidex, such as, for example, Digital Assets, Digital Wallets, software or hardware wallets, analytic tools, blockchain smart-contracts, payment gateways, payment systems, payment service providers, bank services, bank cards, etc.
- “Tidex”, “we”, “us”, “our” has the meaning provided in the preamble of these Terms.
- “Tidex Information” means the price quotations, market information, news, and research data accessible through the Website or App.
- “Tidex Parties” means Tidex, Affiliates, their respective shareholders, directors, officers, employees, agents, advisors, contractors, successors, and assignees.
- “User” means a person that has registered for a User Account.
- “User Account” means an account with the Exchange registered by a User.
- “User-Generated Content” means any information, materials, feedback, suggestions, or content posted, created, or furnished by the Users, including through or in relation to the Exchange.
- “Website” has the meaning provided in the preamble of these Terms.
- “Withdrawal” means a transaction whereby a User transfers certain Funds from their User Account outside the Exchange, for example to a Storage Mechanism.
- “you”, “your” means the person who accepts these Terms, as described in the preamble of these Terms; if you are acting on behalf of an entity, “your”, “you” shall refer to both you as an individual using the Services, and the entity on whose behalf you are acting.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. Section and clause headings are provided for convenience purposes only and shall not influence the interpretation. You hereby agree that a rule of construction does not apply to the disadvantage of Tidex because it was responsible for the preparation of these Terms.
II. THESE TERMS AND MODIFICATION
These Terms govern the relationship between you and Tidex with regard to the Services and other transactions contemplated hereunder. If the terms hereof conflict with or differ from the terms contained in other agreements related to the subject matter hereof entered into between you and Tidex, these Terms shall prevail unless otherwise explicitly indicated in such other agreements.
You acknowledge and agree that we may modify, supplement or update these Terms from time to time at our sole discretion, and without your consent. If we make changes to these Terms, we will update the “Last Updated” date at the top of these Terms and if we substantially update these Terms, we will notify you via notice on the Exchange or email notice. Unless otherwise specified by us, updated Terms shall become effective immediately, and your continued use of the Services will confirm the acceptance of such updated Terms. If you do not agree to the amended Terms, you must immediately discontinue any access to or use of the Services. It is expressly acknowledged that it is your sole obligation to review these Terms each time you access or use the Services in order to stay informed about the content, terms, and conditions outlined herein, and the choices available to you.
III. Personal Data
IV. RISK DISCLOSURE STATEMENT
- 1 be able to form a legally binding agreement with us on terms set forth in these Terms;
- 2 if an individual, be at least 18 (eighteen) years of age, or of such higher age required to enter into a binding agreement with us on the terms set out herein according to the laws of the jurisdiction where you reside;
- 3 if an individual, who is acting for or on behalf of an entity (a) be duly authorised by such entity to act on its behalf for the purpose of entering into these Terms; (b) represent and warrant that the entity is duly registered and validly existing under the laws of the jurisdiction where it is established;
- 4 neither be a Prohibited Person nor use the Services for the benefit of a Prohibited Person;
- 5 comply with these Terms at all times.
If you determine that you do not meet and conform to any of the aforementioned eligibility requirements, you must immediately suspend your access to and use of the Services and terminate your User Account until the respective restricting circumstances cease to exist.
If you fail to meet any of the aforementioned eligibility requirements, we reserve the right, at our sole and absolute discretion, to immediately, with or without notice and without any liability whatsoever, limit, suspend, restrict, or terminate your access to and use of the Services and/or terminate your User Account and/or take other appropriate actions.
- 1 these Terms terminate or expire;
- 2 you violate these Terms; or
- 3 we choose to terminate the Licence at our sole and absolute discretion, with or without reason and with or without prior notice to you.
To the extent that certain items or components of the Services may be distributed under an Open-Source Licence, such items and components will not be covered by the Licence granted hereunder and will be provided to you under the terms and conditions of the applicable Open-Source Licence, and you agree to abide by and comply with such terms, if applicable. Subject to the foregoing sentence, the Services, including their elements and components, may not be copied, reproduced or imitated, in whole or in part, without our prior written permission.
Your access and use of the Services shall not violate the terms of the Licence and/or Open-Source Licences, if and as applicable.
VII. USER ACCOUNT
- User Account Creation. While you may access certain parts of the Website or App without registering for a User Account, you are required to have a User Account in order to access and use the Exchange and related functionality. When you create a User Account and at any time thereafter, you shall provide correct, accurate, up-to-date, and complete information, and you shall promptly update the respective User Account information as may be necessary to keep it correct, up-to-date, current, and accurate. Contact details that you provide to Tidex, such as email address and phone number, shall belong to you. You may not have more than one User Account and any additional User Accounts created by a single User may be terminated or suspended by us, with or without notice and without any liability whatsoever, at our sole and absolute discretion. You shall personally use your User Account and you shall not transfer your User Account or provide access to your User Account to any third person without our prior written consent.
- Registration Procedure. To register for a User Account you need to go to the registration page on the Website or in the App and follow the instructions provided thereon. You will be required to provide certain data about yourself, and, in certain cases, such data may be verified by us or third parties engaged by us before you can access or use your User Account or certain Services. We reserve the right to refuse any registration at our sole and absolute discretion with or without a reason, with or without notice and without any liability whatsoever.
- Account Security. Any acts or omissions of your User Account are deemed to be conducted (or not conducted) by you personally. You may not allow any third person to access your User Account, may not disclose your Credentials to any third person, and will be solely responsible for any use of User Account and Credentials, as well as their confidentiality. You remain responsible for all transactions carried out via the User Account or using Credentials, and all such transactions will be considered to be made personally by you. It is expressly acknowledged that we will not be liable for any losses or damages, including consequential, incidental, or indirect damages, arising from unauthorised use of your User Account or any Credentials thereto, or if you failed to ensure confidentiality of your Credentials, and you hereby release and forever discharge us from any and all actions, claims, suits, demands, losses, damages, other obligations or liabilities of any nature whatsoever, whether known or unknown, arising from or in connection with the above, to the maximum extent permitted by law.
- Loss of Access. In the event that you are no longer in possession of any device connected with your User Account or are not able to provide your Credentials, we may, in our sole discretion, and only if we have such ability, grant access to your User Account to a person providing us with such additional credentials, materials, or information that are, in our sole opinion and discretion, sufficient to demonstrate that the User Account belongs to such person. We reserve the right to unilaterally determine the additional credentials required to restore access to your User Account, which may include, for example, a sworn, notarized statement of identity.
- User Account Suspension and Termination. You hereby acknowledge and agree that we may suspend or terminate your User Account in accordance with these Terms. You expressly disclaim any and all liabilities of any nature whatsoever, whether known or unknown, including those that are unanticipated or unsuspected or which may later arise as a result of the discovery of new or additional facts, in connection with or arising from the termination or suspension of your User Account for any reason, to the maximum extent permitted by the law.
- Suspicious Activity. If we, in our sole and absolute discretion, believe that your User Account has been involved in any fraud or crime, or violation of laws or regulations, or has been accessed unlawfully, or is otherwise involved in any suspicious activity (whether victim or perpetrator or otherwise), we may suspend or freeze the User Account or any privileges of the User Account, as well as the Funds held in or associated with such User Account. In this case, you may be required to undergo an additional verification, compliance, or other procedures, as well as to change your Credentials before your User Account, privileges, or Funds, as applicable, are unfrozen or restored. We expressly disclaim any and all liabilities of any nature whatsoever, whether known or unknown, including those that are unanticipated or unsuspected or which may later arise as a result of the discovery of new or additional facts, in connection with or arising from the suspension or freeze of your User Account or Funds for any reason, to the maximum extent permitted by the law.
VIII. DUE DILIGENCE PROCEDURES
In certain cases, the anti-money laundering and counter-terrorism financing legislation may require us to conduct the relevant due diligence procedures. For these purposes, you may be required to provide specific information about yourself, which may include,inter alia, your full name, address of residence, source of your funds, self-certification (for the purpose of determination your tax residence and status), other information, as well as documents that prove such information. You hereby agree to promptly provide such information, documents, and records upon our request and authorise us to conduct verification and check of such information, documents and records, including,inter alia, through Third-Party Services. We may further monitor your Deposits and Withdrawals and any transactions that you conduct on the Exchange as required under the applicable law or our internal policies and procedures, and report suspicious activities to government or other authorities.
You hereby acknowledge and agree that if requested by us, you shall undergo and pass the KYC Checks, and such KYC Checks have to be completed by you within the term reasonably determined by us. The KYC Checks may be established or changed by us from time to time at our sole and absolute discretion, including where required under the applicable laws and regulations or our internal policies and procedures. We may engage and assign a Third-Party Service provider to facilitate and/or perform the KYC Checks, in which case such service provider shall process the information and materials provided by you and perform and run the KYC Checks.
When undergoing the KYC Checks, you must provide only true, complete, accurate, correct, up-to-date, and not misleading information and documentation.
It is acknowledged and agreed that certain Services or functionality of the Exchange may be restricted or unavailable to you until your successful completion of the KYC Checks and performance of the applicable requirements. We shall not be held liable or responsible for or in connection with your inability to access or use the Services, Exchange, or related functionality due to your failure to complete the KYC Checks or comply with such requirements and procedures.
If we determine, acting in our sole and absolute discretion, that you have failed or will likely fail to timely complete the KYC Checks or perform the requirements introduced or established by us as provided herein, or that you have not passed the KYC Checks, or that the information or documentation provided is incomplete, inaccurate, incorrect, or misleading, we shall have the right to immediately, with or without notice and without any liability whatsoever, suspend, limit, restrict, or terminate your access to or use of any or all Services and/or terminate your User Account.
- Scope of the Services. We provide you with a social trading environment for purchasing, selling, holding and transferring the Funds, and carrying out certain other transactions with Funds, viewing real-time market data and transaction information, and certain other services that may be made available via the Website or App from time to time. We do not provide any warranty that certain Services or functionality will be available now or in future. The Services and related functionality may be changed from time to time at our sole and absolute discretion. We may also at any time suspend or terminate certain Services and/or any related functionality in whole or in part and without prior notice
- Transactions. The functionality of the Exchange allows you to make certain transactions with Funds. Once a transaction initiated by you on the Exchange was processed or completed, as applicable, such transaction becomes final and irreversible. Certain transactions may become irreversible once initiated by you, for example any Withdrawal that you make. You may not claim refunds or cancel transactions once they have been processed or become irreversible. You are solely responsible for any transactions carried out on or in relation to the Exchange or with the use of Services, regardless of whether such transactions are processed by the blockchain or take place off-chain, and you will carefully appraise and assess the risks involved in every such transaction before it is made. You shall solely make all decisions with regard to your transactions, and shall be solely responsible for their consequences, including possible losses and damages. It is expressly acknowledged and you hereby agree that we do not make any representations or warranties regarding the amount of time, transaction fees or other requirements that may be required to complete any transaction on the Exchange, including Deposit or Withdrawal, or for the respective transaction to be processed or Funds to become available in your User Account. Should a client feel that they are entitled to a refund please contact us on firstname.lastname@example.org.
- Trading. Trading transactions on the Exchange are carried out by matching Users’ buy and sell Orders. You hereby agree and acknowledge that as soon as the Order is executed, the respective transaction becomes irreversible and may not be cancelled. You authorise us to execute any and all Orders placed from your User Account against Orders of other Users. Tidex may, acting at its sole and absolute discretion, immediately and without notice freeze, suspend, or cancel Orders that were placed from your User Account, as well as suspend or restrict the functionality of your User Account associated with placing Orders.
- Fiat Trading. Tidex is a licensed virtual currency depository wallet operator and virtual currency exchange operator in Lithuania. However, Tidex is not a licensed financial services provider and does not provide Fiat Currencies deposit or trading services. Therefore, in addition to the “Trading” paragraph above, if you participate in Fiat Currencies trading transactions, you acknowledge and agree that Tidex collaborates with regulated third party service providers to offer Fiat Currencies trading services. You hereby agree with the user agreements with various third party service providers with which Tidex has partnered to offer Fiat Currencies trading services, and, if applicable, you hereby agree to open an account with such partners, following the completion of the registration and identity verification for your User Account.
- Deposit and Withdrawal. Once you have created a User Account, you will be allowed to make Deposits using the payment and/or transfer details demonstrated in your User Account. In order to be able to make Withdrawals, you will be required to undergo and complete the applicable KYC Checks. No interest, payments, or other amounts will be accrued on the Funds Deposited to or held with the Exchange. You may conduct Withdrawals only to such Storage Mechanisms that belong to you and we reserve the right to verify your ownership thereof.
- Staking. From time to time, the functionality of the Exchange may allow you to stake (lock) certain Digital Assets in order to receive rewards. Terms, requirements and restrictions applicable to such staking and Digital Assets staked will be determined by us in our sole and absolute discretion, and we may further change such terms, requirements and restrictions from time to time. If the staking program chosen by you implies that the Digital Assets are to be locked for a specific period of time, then you will not be able or allowed to use, claim or withdraw the Digital Assets staked until the expiry of the applicable staking term. The staking rewards and certain other staking parameters indicated on the Website or App are indicative, approximate, and non-binding, as they are based on the preceding or expected performance of the respective Digital Assets and staking programs, blockchain networks, and certain other factors.
Suspension. You hereby acknowledge and agree that we have the right to immediately suspend your User Account, with or without notice, for any reason, including if:
- (a) you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations;
- (b) you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders;
- (c) you have, or we suspect that you have, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
- (d) you failed to pass the KYC Checks;
- (e) you or your User Account is subject to a governmental proceeding, criminal investigation, or other pending litigation;
- (f) we detect any suspicious activity related to you or your User Account;
- (g) we detect unauthorised access to your User Account;
- (h) you requested us to suspend your User Account; or
- (i) we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures.
Termination. You hereby acknowledge and agree that we have the right to immediately terminate your User Account, with or without notice, for any reason, including if:
- (a) you are, or we suspect that you are, in breach of these Terms, including by providing false or misleading warranties or representations;
- (b) you are, or we suspect that you are, in breach of any applicable laws, regulations, or orders;
- (c) you have, or we suspect that you have, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
- (d) you requested us to terminate your User Account;
- (e) your User Account is inactive; or
- (f) we are required to do so by a court order or command by a regulatory or government authority, or in accordance with our internal policies and procedures.
Inactive Accounts. You hereby acknowledge and agree that we reserve the right, acting at our sole and absolute discretion, to require you to (i) terminate any placed Orders associated with your User Account and to (ii) Withdraw all Funds associated with your User Account within thirty (30) days following the date of our notice to you. In the event that you fail to do so, we may in our absolute discretion and without prior notice to you:
- (a) deem your User Account as an inactive User Account;
- (b) terminate any placed Orders associated with your User Account;
- (c) convert the Funds associated with your User Account to any type of Digital Assets (e.g., from BTC to TIDEX or vice versa) according to the exchange rates and cross-exchange rates on the Exchange as of the time of the conversion, if any. In this case we shall not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion, and any commissions or Fees associated with the conversion will be deducted from the remaining Funds;
- (d) transfer such User Account and/or any Funds contained therein to an Affiliate, any third-parties, or an isolated wallet where it is deemed reasonably necessary by us to do so. Subject to this Section X, in the event that such transfer has taken place, you have the right to retrieve your remaining Funds subject to satisfying applicable KYC Checks and other verification procedures;
- (e) monthly charge the Storage Fee from your respective User Account; and
- (f) terminate your inactive User Account at any time, and we will not be liable for any loss, damage or expense incurred by you as a result of the termination of your inactive User Account unless there was fraud or willful default by us. After your inactive User Account is terminated, it cannot be reactivated by you (i.e., you will need to register a new User Account if you wish to continue to use the Services).
Effect of Suspension or Termination. If your User Account is suspended or terminated, (i) any placed Orders will be immediately terminated, (ii) you will not be able to make Withdrawals and Deposits, and (iii) any Funds associated with your User Account will be frozen, which implies that you will not be able to make any transactions or operations with such Funds. Any suspension or termination of the User Account shall not affect (i) your liability for all activities and/or any transactions conducted with or in connection with your User Account while it was active; and (ii) your obligation to pay all amounts of the outstanding Fees due to us. Accordingly, in such cases we shall have the right unilaterally with or without notice to set off the amount of any damages and losses sustained by us or third parties due to your activities and/or transactions from the Funds associated with your User Account. Upon termination of your User Account, you shall promptly provide us with your valid account details and/or Digital Wallet addresses, as applicable, to allow us to transfer any remaining Funds held in your User Account at the time of its termination. Subject to these Terms, we will make a commercially reasonable effort to transfer the Funds to you as soon as practicable, subject to our internal policies and procedures. Unless otherwise decided by us at our sole and absolute discretion, if you failed to request the transfer or Withdrawal of the remaining Funds within three (3) months following the date of any termination of your User Account, we may in our absolute discretion and without prior notice to you:
- (a) convert such remaining Funds to any type of Digital Assets according to the exchange rates and cross-exchange rates on the Exchange as of the time of the conversion, if any. Any commissions or Fees associated with the conversion will be deducted from the remaining Funds;
- (b) the remaining Funds in your User Account may be subject to the Storage Fee, which will be monthly charged by Tidex by deducting the respective amount from the remaining Funds; and
- (c) you shall have the right to request Withdrawal of the then-current balance of the Funds, if any (less the Storage Fee accrued).
XI. OTHER RIGHTS
Our Rights. You hereby acknowledge and agree that we have the right at any time to (i) temporarily suspend your User Account, (ii)stop, freeze, cancel, or rewind any transaction associated with your User Account, (iii) freeze the Funds associated with or held in your User Account, (iv) freeze, suspend, or cancel Orders that were placed from your User Account, as well as suspend or restrict the functionality of your User Account associated with placing Orders, or (v) suspend any Withdrawal or Deposit from or to your User Account, with or without notice, if:
- (a) you are or your counterparty is, or we suspect that you are or your counterparty is, in breach of these Terms, including by providing false or misleading warranties or representations;
- (b) you are or your counterparty is, or we suspect that you are or your counterparty is, in breach of any applicable laws, regulations, or orders;
- (c) you have or your counterparty has, or we suspect that you have or your counterparty has, while using or accessing the Services, violated any our or third-party’s right, for example, failed to perform your obligations or committed fraud;
- (d) you or your counterparty failed to pass the KYC Checks;
- (e) you, your User Account, your counterparty, or your counterparty’s User Account is subject to a governmental proceeding, criminal investigation, or other pending litigation;
- (f) we detect any suspicious activity related to you, your User Account, your counterparty, or your counterparty’s User Account;
- (g) we detect unauthorised access to your User Account or User Account of your counterparty;
- (h) we intend to avoid or mitigate security, legal, financial, or regulatory risks;
- (i) the Exchange sustains peak loads or we wish to avoid or mitigate the impact of peak loads;
- (j) we identify abnormal activities on the market or within the Exchange, including abnormal volatility (price fluctuation) of Digital Assets or Fiat Currencies;
- (k) any Force Majeure Circumstances ocurre and influence the Services or if we intend to avoid or mitigate the Force Majeure Circumstances;
- (l) we are attacked (including by hacker or any other attack) or intend to avoid or mitigate the impact of an attack; or
- (m) we are required to do so by a court order or command by a regulatory or government authority, regulatory or licensing frameworks or requirements applicable to us or that we are subject to, or in accordance with our internal policies and procedures.
In addition to the above, in case you have violated or we believe that you have violated or threaten to violate these Terms or applicable legislation, we may, in our sole and absolute discretion, with or without notice to you:
- (a) transfer the Funds associated with your User Account to a competent government, local, or other authority upon their request;
- (b) deliver a report to any government or other authority;
- (c) assist the government authorities in the investigation; and/or
- (d) invoke any other right or remedy available to us under these Terms, law, or otherwise.
Delisting. You hereby acknowledge and agree that we, acting in our sole and absolute discretion, will determine, change, and update the list of Digital Assets and Fiat Currencies available on or supported by the Exchange. We have the right at any time to delist certain Digital Assets or remove certain Fiat Currencies from the Exchange, in which case such delisted Digital Assets and removed Fiat Currencies will no longer be traded on, supported by or available within the Exchange. We may do so with or without notice and for any reason or without a reason. If we delist or remove certain Digital Asset or Fiat Currency from the Exchange, we may require you to make a Withdrawal of the respective Digital Asset or Fiat Currency from your User Account during the time period established by us. In the event that you fail to do so, we may in our absolute discretion and without prior notice to you:
- (a) terminate any placed Orders associated with the delisted Digital Assets or removed Fiat Currencies, as and where applicable;
- (b) convert the Funds associated with your User Account to any type of Digital Assets (e.g., from TIDEX or other Digital Asset of our choice, or vice versa) according to the exchange rates and cross-exchange rates on the Exchange as of the time of the conversion, if any. In which case we shall not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion, and any commissions or Fees associated with the conversion will be deducted from the Funds associated with your User Account;
- (c) transfer such delisted Digital Assets or removed Fiat Currencies to an Affiliate, any third-parties, or an isolated wallet or account where it is deemed reasonably necessary by us to do so. Subject to Sections X and XI, in the event that such transfer has taken place, you have the right to retrieve the delisted Digital Assets or removed Fiat Currencies subject to satisfying applicable KYC Checks and other verification procedures; and
- (d) monthly charge the Storage Fee with respect to the delisted Digital Assets or removed Fiat Currencies from your respective User Account.
XIII. THIRD-PARTY COSTS
XV. INTELLECTUAL PROPERTY RIGHTS
- No Rights Granted. Unless otherwise expressly set out herein, you are not entitled to and any provision of these Terms shall not be treated as such that entitles you to any Intellectual Property Rights of the Tidex Parties, including the Intellectual Property Rights related to the Services. We shall retain the ownership of our Intellectual Property Rights at all times and these Terms do not grant you any rights to the Intellectual Property Rights of the Tidex Parties. The Website or App may contain names of services and products, logos, trademarks and other marks which are owned by us, Affiliates, or applicable right holders. You do not receive any rights, including Intellectual Property Rights, title, or interest in or to such names, logos, trademarks, and other marks, and we, Affiliates, and respective right holders reserve the right to prohibit any use of such names, logos, trademarks, and other marks at any time. You may not obscure, remove or alter any marks or notices displayed within the Website or App. Any rights not expressly granted to you hereunder and/or applicable Open-Source Licences are reserved by us, respective Affiliates, and/or other rights holders.
- User-Generated Content. By creating or furnishing User-Generated Content, you grant us a non-exclusive, irrevocable, royalty free, perpetual, fully paid up, worldwide licence (right) to use, copy, edit, reproduce, translate, publicly display and perform, distribute, create derivative works based on your User-Generated Content, and the right to assign these rights to third parties in whole or in part. We may use, reproduce, disclose, make publicly available, and otherwise exploit any of your comments, suggestions, recommendations or other feedback provided in connection with or relating to the Services (regardless of whether such feedback was provided through the Exchange or otherwise on the Internet), throughout the world at its sole discretion, without restrictions or any obligations to you.
XVI. USER REPRESENTATIONS AND WARRANTIES
- 1 you have read and understand these Terms, including all documents and items incorporated herein by reference;
- 2 you have the necessary authority to accept these Terms and to enter into a binding agreement with us and to perform the obligations set out herein;
- 3 the acceptance of these Terms shall not result in any breach of, be in conflict with, or constitute a breach or default under: (i) any provision of your statutory or organisational documents (in the case of a corporate entity); (ii) any provision of any judgement, decree or order imposed on you by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound;
- 4 if you are acting for or on behalf of an entity, (i) such entity is duly incorporated, registered, validly existing and in good standing under the applicable laws of the jurisdiction in which the entity is established, and in each jurisdiction where it conducts business, and (ii) such entity shall be responsible for a breach of these Terms by you or any other employee or agent of such entity, unless you or any other employee or agent of such entity are responsible under the applicable law;
- 5 you have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and intricacies associated with the cryptocurrency exchanges, Digital Assets, Digital Wallets and other storage facilities that you use for managing your Digital Assets, the blockchain and distributed ledger technology;
- 6 any Funds used by you on or in connection with the Exchange are either owned by you, or that you are validly authorised to carry out transactions with such Funds;
- 7 the Funds used by you to carry out transactions on or through the Exchange are from legitimate sources and were lawfully acquired;
- 8 you will not use the Services to engage or attempt to engage in money laundering, fictitious trading or price manipulation, wash trading, disrupt or attempt to disrupt ordinary trading or operations, place orders with the purpose of creating a false impression of market depth or interest;
- 9 you are not a Prohibited Person and are not subject to any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is a Prohibited Jurisdiction;
- 10 you will not access or collect data or information from the Services using automated means or robots (excluding, for this purpose, Google or other search systems and engines) unless specifically authorised by us, and will not access or attempt to access information that you do not have permission to access;
- 11 you shall be solely responsible for all and any transactions with the Funds carried out on or in connection with the Exchange, and for their consequences and outcomes;
- 12 you understand and agree that we do not act as your agent or fiduciary;
- 13 you will not take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on or of the Services;
- 14 your entering into these Terms, accessing and/or using the Services is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, including, but not limited to, (a) legal capacity and any other threshold requirements in your jurisdiction, if any, (b) any foreign exchange or regulatory restrictions applicable to you, (c) any governmental or other consents that may need to be obtained, and (d) regulations issued by a central bank, governmental, or local authorities at your place of residence;
- 15 you will comply with and bear sole responsibility for any tax obligations applicable to you arising from acquisition, storage, sale, or transfer of the Funds, and any other transactions carried out by you on or in relation to the Exchange;
- 16 you understand that purchasing, selling, and holding Digital Assets carries substantial risk as the prices may change rapidly, and that you are encouraged to obtain appropriate professional advice before making any such decision;
- 17 you shall not make any decisions based solely on the Tidex Information and you shall always conduct your own substantial research and analysis before making any decision;
- 18 your use of the Tidex Information shall be at your own risk, and you acknowledge that we do not guarantee or promise that the Tidex Information is true or correct, or that any transaction carried out by you on or in relation to the Exchange will be suitable for you;
- 19 you will carefully evaluate, check, and verify any Third-Party Content before you use it or rely upon it in any manner;
- 20 any and all information provided to us by you in connection with registering your User Account, accessing or using the Services is complete, accurate, up-to-date, and not misleading in any respect. You hereby agree and acknowledge that if any such information is out of date, it is your obligation to promptly update such information and provide such updates to us; and
- 21 all of the above representations and warranties are true, complete, accurate, and non misleading from the time when you accept these Terms, and for the whole period of your access to and use of the Services.
XVII. UPDATES, AVAILABILITY, AND ACCESS
We may from time to time and without prior notice make certain updates, improvements, or modifications to the Services, including, but not limited to, updates to the underlying software, infrastructure, security protocols, technical configurations, functionality, financial structure, or service features, and we shall not be in any case held liable with respect to any such update. In certain cases, the Services may be unavailable.
The Services may be inaccessible or inoperable from time to time for any reason, including, for example, equipment malfunctions, maintenance procedures or repairs, Force Majeure Circumstances, disruptions, sophisticated hacker or malware attacks, and temporary or permanent unavailability of the underlying software or blockchain infrastructure, and/or unavailability of the respective Third-Party Services. In the aforementioned cases, the access or use of the Services may be prevented or limited without notice.
Generally, we are not going to terminate access to the Services for any eligible person. At the same time, the availability and functionality of the Services depend on various factors. We do not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorised access, bug-, virus-, or error-free. We will make reasonable efforts to inform you if, when, and to which extent the Services or any of their parts are or will be unavailable.
We may, at our sole and absolute discretion, limit, suspend or restrict access to the Services or any of their components for persons who reside or are located in specific jurisdictions or territories, including in accordance with our internal risk management policies, due to legal uncertainty, or for other reasons. You hereby agree to comply with such limitations and not to circumvent or bypass them in any way. You hereby agree that we may install and utilise certain software, solutions and/or tools (for example, geo-blocking solutions) allowing us to identify users from the Prohibited Jurisdictions or certain other restricted jurisdictions, or those who have violated these Terms or the laws, and restrict their access to and use of the Services.
We may, at any time and at our sole and absolute discretion, with or without prior notice, and without liability to you or any other person terminate or discontinue the Services or any components thereof.
XVIII. IMPORTANT DISCLAIMERS
- Not a Party. Tidex does not participate in transactions made on the Exchange as a party thereto (e.g., as a Purchaser or Seller) and does not sell or buy Digital Assets or Fiat Currencies on the Exchange; however, our Affiliates and associated persons may participate in certain transactions on the Exchange.
- No Advice. We are not your agent or advisor and have no obligations to you in connection with any of your transactions or trades on the Exchange, or decisions or activities affected by you using the Services. No communication or information provided to you by us or on our behalf is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. We do not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell, or hold any Digital Asset, we encourage you to conduct your own due diligence and consult your financial advisors.
- No Fiduciary Relationship. These Terms or the Services are not intended to create or impose any fiduciary duty on Tidex or any Affiliates with respect to you. Notwithstanding anything to the contrary contained in these Terms and to the maximum extent permitted by the applicable law, Tidex shall owe no fiduciary duties to you, provided, however, that Tidex shall have the duty to act in accordance with these Terms to the extent required by law.
- No Solicitation. The Services and Tidex Information are not intended to constitute an offer of securities, financial instruments, Digital Assets, or a solicitation for investment in or purchase of securities, financial instruments, or Digital Assets in any jurisdiction, nor is it intended to constitute a prospectus or offer document of any type.
- No Broker or Fund Manager Relationship. We are not your broker, fund manager, or any intermediary to any broker or fund manager. Neither the Services or anything in these Terms shall be considered as a broker and/or fund management services, or any intermediation services thereto.
- Tidex Information. The Tidex Information does not constitute advice or a recommendation by Tidex, or a solicitation of any offer to buy or sell any Digital Assets or Fiat Currencies, use any particular Service, or use, buy or sell any other products or services. We do not guarantee the accuracy, timeliness, or completeness of the Tidex Information. Reliance on the Tidex Information is at your own risk. You should conduct further research and analysis or consult an investment advisor before purchasing Digital Assets and you retain full responsibility for making all trading decisions with respect to your User Account. In no event shall Tidex be liable for costs, expenses, fees, penalties, claims, losses, damages or liabilities, of any nature whatsoever, whether known or unknown, including those that are unanticipated or unsuspected or which may later arise as a result of the discovery of new or additional facts, arising from the use of the Tidex Information, including, but not limited to, consequential, incidental, special or indirect damages. There is no warranty of any kind, express or implied, regarding the Tidex Information, including a warranty of merchantability, warranty of fitness for a particular use, or warranty of non-infringement.
- Digital Assets. You hereby acknowledge that the Digital Assets constitute Third-Party Services and (i) the Tidex Parties do not make any promise or guarantee of inherent value with regard to the Digital Asset, (ii) there is no guarantee that the Digital Asset will hold any particular value, (iii) the Digital Asset may have no or lose all of their value, and (iv) the Tidex Parties do not make any promises of future performance or value with respect to the Digital Asset, their price, supply amount, etc. Any receipt, storage, use, and disposition of the Digital Assets shall always be at your own risk.
- Volatility. You hereby acknowledge that Digital Assets are highly volatile due to multiple factors including but not limited to speculation, lack of regulation, regulatory, security risks, other factors and circumstances. The price of a Digital Asset may change dramatically and rapidly, and certain Digital Assets may lose their value entirely; you shall not hold Tidex responsible for or liable in connection with the foregoing and hereby assume all such risks.
- Storage Mechanisms. We shall not be responsible or liable in relation to your use of or inability to use the Storage Mechanisms. You are solely responsible for implementing reasonable measures for securing your Storage Mechanisms, including any passwords, seed phrases, private key(s), or other credentials necessary to access and manage such Storage Mechanisms. If your private key(s) or other access credentials associated with the respective Storage Mechanisms are lost, you may lose access to your funds or Digital Assets. We are not responsible for any losses, costs, or expenses relating to lost access credentials to the Storage Mechanisms, failures in the operation of Storage Mechanisms, or inability to use or access the Storage Mechanisms.
- Digital Wallets. Digital Wallets constitute Third-Party Services and we are not responsible for, do not endorse, shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Digital Wallets used by you in connection with the Exchange or otherwise. When using the Digital Wallets, you should review applicable terms and policies that govern your use of such Digital Wallets. We never receive access to or control over your Digital Wallet or the Funds held in such Digital Wallet. Therefore, you are solely responsible for securing your Digital Wallet and credentials thereto (including private key, seed phrase, password, etc.)
XIX. NO WARRANTIES AND REPRESENTATIONS
THE SERVICES ARE PROVIDED ON AN “AS IS'” AND “AS AVAILABLE” BASIS, AND ANY ACCESS TO AND USE OF THE SERVICES, INCLUDING CARRYING OUT TRANSACTIONS, WILL ALWAYS BE AT YOUR OWN RISK. WE MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, INTEGRATION, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE SERVICES, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
We do not warrant, whether expressly or impliedly, and expressly disclaim any warranty and/or representation that:
- 1 the Services will work as expected, or that any information provided through the Services or otherwise communicated in connection with the Services and their operation will be timely, accurate, reliable, complete, true or correct;
- 2 the Services will be secure, error-free, uninterrupted or available at any particular time or place or at all, or will continue working, operating or functioning for any period of time;
- 3 any defects, flaws, bugs or errors in the Services will be corrected;
- 4 any particular Digital Assets or Fiat Currencies will be supported by the Exchange, or will be available on the Exchange at any particular time or place or at all; and
- 5 the Services will be free of viruses, bugs, trojan horses, malfunctions, or other harmful components, or properly protected from hacker, malware or other attacks, or third party hostile interferences.
XX. LIMITATION OF LIABILITY
- 1 the Tidex Parties be liable or responsible for any indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they be liable for the loss of goodwill, loss of profits (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with these Terms or their violation, the Services, the use or inability to use the Services, and/or the failure of the Services to perform as represented or expected, whether based upon breach of warranty or contract, negligence, strict liability, tort, or any other legal theory, regardless of whether any of the Tidex Parties have been advised of the possibility of such damages;
- 2 Tidex’s and Affiliates’ officers, directors, employees, contractors, consultants, and shareholders be held personally liable in connection with these Terms or their violation, the Services, and the use or inability to use the Services, provided that this item “(b)” shall not limit our liability as an entity;
- 3 the Tidex Parties be responsible for or held liable in connection with inaccuracy or incompleteness of any Tidex information, whether provided through the Website or App or communicated otherwise that relates to the Services or their operation;
- 4 the Tidex Parties be responsible for or held liable in connection with any Third-Party Content and/or Third-Party Services;
- 5 the aggregate liability of the Tidex Parties to you for all damages and losses whatsoever arising out of or in connection with these Terms, their undue performance or violation, the Services, the use or inability to use the Services exceed the greater of: (i) EUR 2,000 or (ii) the aggregate amount of Fees actually received by Tidex from you for the twelve (12) months preceding the date of the event which lead to such liability.
You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover the damages listed above in this Section from the Tidex Parties and/or respective persons specified above. In as much as some jurisdictions do not allow the exclusions or limitations as set forth herein, the above exclusions and limitations shall apply to the maximum extent permitted under the applicable law. These Terms do not limit the liability for intentional misconduct, gross negligence, or fraud.
You hereby expressly waive and release the Tidex Parties from all and any liability, damages, losses, claims, or causes of action that arise from or relate to the matters listed in items (a) - (e) of this Section above. To the maximum extent permitted under the applicable law, you further waive any and all protections and benefits granted to you under the applicable law that limit or impair the release and waiver contained in the foregoing sentence, including due to the fact that you do not know or suspect to exist in your favour at the time of executing the release.
XXI. FORCE MAJEURE
XXIII. GOVERNING LAW AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS PROVISIONS WHICH AFFECT YOUR LEGAL RIGHTS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Governing Law. These Terms will be governed by and construed, and enforced in accordance with the laws of England and Wales, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
- Waiver of Court Proceedings and Jury Trial. Except for any Disputes in which either you or Tidex seeks injunctive or other equitable relief for the alleged violation of the Intellectual Property Rights, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, we and you hereby (i) waive your and our respective rights to have any and all Disputes arising from or related to these Terms, the Services and their use resolved in a court, and (ii) waive your and our respective rights to a jury trial. The Parties hereby agree to settle and finally resolve any Dispute arising out of or in connection with the Services, these Terms, and any matters contemplated herein in binding arbitration and in accordance with this Section. Binding arbitration is the referral of a Dispute to a qualified person(s) who will review the Dispute and make a final and binding determination, by making an order, to resolve the Dispute.
- Informal Dispute Resolution. For any Dispute that you have against us or relating to the Services, these Terms, or any matters contemplated herein, you shall first contact us and attempt in good faith to resolve the Dispute informally by sending a notice to us by email at email@example.com. The notice must include your name, address and email, and such other information necessary to identify you or assess your inquiry, describe the nature and basis of the Dispute and set forth the specific relief sought. If Tidex and you cannot reach an agreement to resolve the Dispute within thirty (30) days after such notice is received, then either you or Tidex may submit the dispute to binding arbitration administered by the LCIA in accordance with the terms set forth below.
- Binding Arbitration. Any Disputes arising out of or in connection with the Services, these Terms or any matters contemplated herein, including any question regarding the existence, validity, or termination of these Terms, shall be referred to and finally resolved by the binding arbitration under the London Court of International Arbitration rules, which are deemed to be incorporated by reference herein. The number of arbitrators shall be one (1). The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. You and Tidex hereby agreed that the arbitration hearing shall be conducted digitally by conference call, videoconference, or using other communications technology. Any and all notices, requests, demands, and other communications which are required or may be given in connection with the arbitration shall be sent in electronic form, either via email or other electronic means including via any electronic filing system operated by the LCIA. Any and all notices, requests, demands, and other communications sent by electronic means shall be treated as having been received by a recipient on the day it is transmitted (such time to be determined by reference to the recipient’s time zone). Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the Disputes. Unless prohibited under the law, the arbitrator will have the authority to make appropriate rulings to safeguard confidentiality. Communications held between you and Tidex through the ticket system or live chat available on the Website or in the App, if any, including those relating to the informal dispute resolution, shall not be used as evidence in any arbitration proceedings relating hereto.
- Statutes of Limitation. To the maximum extent permitted under the applicable law, you hereby agree that any claim arising out of or related to the Services, these Terms, or any matters contemplated herein shall be filed within one (1) year after the ground for such claim arose; if the claim is not filed within this term, such claim shall be permanently barred, which means that neither you nor we will have the right to assert such claim following the expiry of this one-year term.
- No Class Arbitrations. Any Dispute arising out of or related to these Terms is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There will be no class or other type of representative action, whether within or outside of arbitration where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.
XXIV. TERM AND TERMINATION
- Term. These Terms will be in force until terminated in accordance with the terms prescribed herein.
- Termination by You. You may terminate these Terms at any time by terminating (closing) your User Account (if you have it and including by us upon your request) and ceasing access and use of the Services. Before terminating your User Account, you should withdraw Please note that if you request us to terminate your User Account, your User Account will be deactivated for a certain period of time notified by us. During this period you may reactivate your account upon request to us, however after the expiration of the period your User Account will be permanently terminated (closed).
- Termination by Us. These Terms shall be deemed automatically terminated if we (i) terminate the Services, (ii) terminate your User Account, or (iii) exercise our right to terminate these Terms as provided for herein.
- Survival. Sections X, XIV-XVI, XVIII-XX, XXII-XXVI of these Terms and provisions hereof constructed to survive the termination of these Terms shall survive any expiration or termination of these Terms, regardless of reason. Any termination hereof shall not affect the rights accrued prior to the termination of these Terms.
You agree and consent to receive electronically all Communications that we provide in connection with these Terms and any matters contemplated herein. You agree that we may provide Communications to you (i) by posting them on the Exchange, (ii) by posting them in your User Account, (iii) by posting them on our social network channels the links to which will be made available on the Website or App, provided that only those postings shall be deemed to constitute Communication that are expressly marked as relating to these Terms, or (iv) by sending them via any means of communication available to us, considering the contact details provided by you, such as email address, phone number, or ordinary mailing address. If you provide us your email address, we may (but will not be obliged to) send Communications to you via the provided email. It is your responsibility to regularly monitor the above communication channels for updates. You and Tidex may also communicate via the ticket system which may be available on the Website or in the App, provided that any communications on the live chat or online chat shall not be deemed to constitute Communication for the purposes hereof.
All Communications given in accordance with this paragraph shall be deemed in writing, valid, and of full legal force, and delivered to you on the day following the day when they are published or transmitted, as the case may be. You may electronically communicate with us by sending Communications to the following email address: firstname.lastname@example.org. We may require you to provide additional data or documents that will allow us to identify you and properly assess your inquiry.
- Severability. If any term, clause or provision of these Terms is held unlawful, void, or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
- Language. Currently, only the English version of these Terms and any Communications is considered official. The English version shall prevail in case of differences in translation of any materials, information, documents, Communications or other content. These Terms, as well as the interface of the Website and App may be provided in multiple languages, but in case of any discrepancies, the English version shall prevail.
- No Venture or Agency. Nothing in these Terms constitutes, or can be deemed to constitute, a partnership, association, joint venture, or other co-operative entity between you and us. Nothing in these Terms and no action taken by the parties pursuant to these Terms shall constitute, or be deemed to constitute, either party the agent of the other party for any purpose. Neither you nor Tidex has the authority or power to bind or to contract in the name of each other.
- Entire Agreement. These Terms, together with any documents incorporated herein by reference, contain the entire agreement between you and us concerning the matters contemplated herein and supersede all prior and contemporaneous understandings, writings, letters, statements, or promises, both written and oral, between you and us regarding the subject matters hereof, including, without limitation, any public or other statements, promises, publications, or representations made by Tidex Parties. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries hereto.
- Assignment. We may assign these Terms, including the title, all rights and obligations hereunder in full, to Affiliate, which, in this case, shall assume all our rights and obligations hereunder as fully as if it had been originally made a party hereto, and we shall no longer be deemed to have any rights or obligations hereunder or to be a party to these Terms. We may also assign these Terms, including the title, all rights and obligations hereunder, to any third party, if such third party becomes the new operator of the Services. In each case, such assignments shall not require and shall be valid without your approval, confirmation, or action. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent, including by operation of law or in connection with any change of control.
- No Waiver. No failure or delay by us to exercise any right or remedy provided under these Terms or law shall constitute a waiver of that or any other right or remedy, nor shall 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 shall preclude or restrict the further exercise of that or any other right or remedy.