ZeroFees Exchange - Terms of Service
is the operator of the ZeroFees Exchange platform, hereinafter referred to as "company".
1. ZeroFees Exchange Platform
The ZeroFees Exchange platform (hereinafter referred to as the “Platform”, “we” or “us”) allows its users (hereinafter referred to as “the Users” or “you”) to trade in Digital Tokens (as defined herein) and also provides other services related to Digital Tokens (the “Services”). For convenience, you and us are hereby collectively referred to as “both Parties” and individually as “each Party”.
The Platform is an ecosystem comprising the Platform’s website, clients and other applications that are developed by third parties to offer the Services.. In case of any inconsistency between relevant terms of use of the above platform and this Agreement, the respective applicable terms of such platform shall prevail.
“Company” refer to the operator that run the Platform.
You understand that this Website (as defined herein) is only intended to serve as a platform for you to use the Services. You shall, at your sole discretion, carefully assess the authenticity (Token ID etc.), legality and validity of relevant Digital Tokens and/or information, and solely bear the responsibilities and losses that may arise therefrom.
Any information, prices and other information we display on this Platform shall not be construed as investment advice. We shall not be liable for any loss arising directly or indirectly from reliance on the abovementioned information, including but not limited to, any loss of profits.
Unless you have an Account (as defined herein) with the Platform, you shall not use the Services intended to be provided to Users with an Account.
1.1 Risks
By using the Services through the Platform, you accept the risks associated with such Services. We emphasise that:
(i) Digital Tokens available on the Platform may not be issued by us, financial institutions or other legal entities;
(ii) the market for Digital Tokens is new, uncertain and may not grow;
(iii) Digital Tokens are highly speculative in nature and are not as established as other asset classes;
(iv) Digital Tokens are volatile and are traded continuously with no limitations on price fluctuations;
(v) trading in Digital Tokens may lead to a partial or total loss in your capital;
(vi) actions by third parties such as market makers or governments may have a large impact on Digital Tokens;
(vii) Digital Tokens trading is not suitable for the vast majority of people;
(viii) although we strive to comply with all applicable laws, rules and regulations, we may not be regulated in all jurisdictions; and
(ix) there may be other unpredictable risks aside from the abovementioned.
Please consider your own financial position before using the Services and if necessary, seek independent legal, financial, tax, accounting or other advice.
1.2 Sanctioned and Restricted Jurisdictions, Entities and Individuals
Please see the list of sanctioned jurisdictions on the UN website.
2. General Terms
The Term of Services, as updated from time to time (hereinafter referred to as “ToS” or “these terms and conditions”) consists of this ToS, Appendices, the Privacy Policy, the KYC and AML Policies, and any other guidelines, rules, statements and instructions published on the Platform from time to time.
You shall read this ToS carefully before using the Platform to access the Services and seek independent legal advice if necessary. If you do not agree with or understand this ToS, please log out of your Account immediately and cease to use the Services. By clicking on “Submit”, creating an Account, logging into your Account or using the Services, you shall be deemed to have understood, bound by and agreed in full with the ToS, including any modifications made to this ToS from time to time.
It is your responsibility to abide by your local laws in relation to the use of the Services as well as all applicable laws, rules and regulations. By using the Services, you confirm and acknowledge that all your funds come from legitimate sources and do not originate from illegal activities. You agree that we shall have the right to collect and provide the necessary information to the relevant authorities to verify the legality of the source of funds and your use of funds.
All headings herein are exclusively for the convenience of wording and are not intended to expand or limit the content or scope of the terms and conditions of this ToS. All information on the Platform and this ToS are provided on an “as is” and “as available” basis, with no further promises made by us. Headings in this ToS are for convenience only and shall not govern the meaning or interpretation of any provision of this ToS.
3. Definitions
“Account” means your account with the Platform.
“ToS” means the ZeroFees Exchange Platform Terms of Service.
“AML/CTF” means anti-money laundering/counter terrorism financing rules.
“Business Days” means a day other than a Saturday, Sunday or a day gazetted as a public holiday when the banks are open for the transaction of business.
“Buy Price” has the meaning as described in clause 7.1.
“Compensation” has the meaning as described in clause 15.1.
“Dealing with your Accounts” has the meaning as described in clause 4.4.
“Digital Tokens” means a digital representation of virtual token that can be digitally transferred, stored and traded, and which is supported by the Platform.
“Dispute” has the meaning as described in clause 17.11.
“Exchange Rate” has the meaning as described in clause 7.1.
“Identification Information” has the meaning as described in clause 10.
“Intellectual Property” has the meaning as described in clause 11.
“Internal Resolution” has the meaning as described in clause 17.11.
“Login Details” has the meaning as described in clause 4.3.
“Party” means each party to this Agreement, which are the Users and the Platform.
“Platform” means the Zerofees Exchange Platform.
“Pre-Closing Period” has the meaning as described in clause 4.4.
“Registration Data” has the meaning as described in clause 4.1.
“Sanctioned Country” has the meaning as described in clause 17.8.
“Sanctioned Person” has the meaning as described in clause 17.8.
“Sell Price” has the meaning as described in clause 7.1.
“Services” means the products and services offered to Users through the Platform.
“Trading Fee” has the meaning as described in clause 8.
“Transaction” has the meaning as described in clause 4.2.
“Users” means users of the ZeroFees Exchange Platform.
“Website” means the website or other gateways, where Users can access the Platform to use the Services.
4. Account
4.1 Platform Account Creation
To be eligible to create a Platform Account, you confirm that you are a natural person, a legal person or any other entity with the authority to enter into this ToS and use the Services in compliance with all applicable laws, rules and regulations. You shall not create a Platform Account for the purposes of violating any applicable laws, rules and regulations and/or undermine the Services provided on the Platform.
Should you not be eligible to create a Platform Account, we reserve the right to refuse your registration for a Platform Account and if you have already created a Platform Account, we shall have the right to deactivate, terminate and/or close your Platform Account without any advance notice to you and hold you accountable for any adverse consequences arising therefrom. We reserve the right to reject any applications to create a Platform Account at our sole discretion, including, but not limited to Platform Accounts relating to political and/or public figures or to comply with AML/CTF laws and regulations.
To create a Platform Account, you shall provide the information necessary to fulfil the Platform’s KYC procedure, which may include:
(i) a valid email address;
(ii) your user name;
(iii) identification documentation; and
(iv) any other information as required by local law to create and maintain your Account,
together, the “Registration Data”.
You shall be responsible for and bear any losses, direct or indirect, and any adverse consequences arising from the lack of such registration.
You are responsible for updating the Registration Data and ensure that it is accurate at all times. You shall be responsible for the authenticity, integrity and accuracy of the Registration Data and bear any direct or indirect loss and adverse consequences arising from any inaccuracies of your Registration Data.
After we approve the creation of your Platform Account, you can transfer your Digital Tokens to your Platform Accounts and use the Services. You agree to receive emails and/or messages sent by us relating to the management and operation of the Platform.
4.2 Platform Account Usage
You have the right to use your Platform Accounts to access the Platform to use the Services, including:
(i) to use the Products on the Platform;
(ii) to submit Digital Tokens transactions, whether to deposit, sell, buy or otherwise (each, a “Transaction”);
(iii) to complete Transactions;
(iv) view the information provided to Users with your Platform Account;
(v) participate in activities organised by us in accordance with the relevant rules of the activity; and/or
(vi) other Services that we may offer to you from time to time.
4.3 Platform Account Security
Unless with our consent, you shall not assign your Platform Accounts to any other person, whether through a donation, loan, lease, transfer or otherwise.
We are under no obligation to issue any replacement Digital Tokens in the event that any Digital Tokens, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.
4.4 Suspension, Termination or Closure
We reserve the right to suspend certain or all Services to your Platform Accounts, freeze the Digital Tokens in your Platform Accounts, terminate your Platform Accounts, close your Platform Accounts and/or notify the relevant authorities (“Dealing with your Platform Accounts”) if:
(i) we reasonably believe that we need to do so in order to protect our reputation;
(ii) use of your Platform Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Platform Account activity;
(iii) you are not eligible to create a Platform Account in accordance with clause 4.1;
(iv) when you create a Platform Account on behalf of a legal entity and you are not an authorised person to act on behalf of such legal entity;
(v) we decide, in our sole discretion, that you are not suitable to use the Services;
(vi) you are not the person as stated in the Registration Data associated with your Platform Account;
(vii) you do not log into your Platform Account for an uninterrupted period of 1 year;
(viii) you use your Platform Account to engage in illegal or illegitimate activities, such as money laundering and bribery;
(ix) you use your Platform Account to engage in market manipulative activities, improper transactions or other illicit trading activities such as money laundering, smuggling and commercial or political bribery; and/or
(x) you are in breach of this ToS or any other applicable laws, rules and regulations.
Notwithstanding the above, we reserve the right to close and terminate your Platform Account by providing you with 7 Business Days’ notice. Thereafter, you shall have 7 Business Days to take any necessary actions, including cancelling any orders or making any Transactions (“Pre-Closing Period”). After the end of the Pre-Closing Period, we shall have the right to cancel your orders and return the Digital Tokens in your Platform Account to you. Notwithstanding anything in this ToS, if your Platform Account has been closed in accordance with this clause, all remaining account balance (which includes charges and liabilities owed to us) will be immediately payable to us.
We shall not be liable for any adverse consequences and/or losses associated with our Dealing with your Platform Accounts.
We maintain full custody of the Digital Tokens and User information/data which may be turned over to governmental authorities in the event of a Platform Account’s suspension or closure arising from fraud investigations, investigations of violation of law or violation of this ToS.
5. Deposits, Custody, Withdrawals and Transfers
The Services are available only in connection with the Digital Tokens that we listed, which may change from time to time. Under no circumstances should you use your Platform Account to store, send, request or receive Digital Tokens in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Platform Account for Digital Tokens that we do not support. We provide the Services to you and we are not a party to any Transactions of Digital Tokens as a buyer or seller. The Services do not include any deposit, withdrawal or custody of any fiat currencies.
Unless otherwise stated on the Platform or in this ToS, all Digital Tokens held in your Platform Account are held by us on a custodial basis. This means that:
(i) title to the Digital Tokens shall remain with you and not transfer to us. As the owner of the Digital Tokens is your Platform Account, you shall bear all risk of loss of such Digital Tokens. We do not represent or treat tokens in Platform Accounts as belonging to us;
(ii) except as required by relevant authorities or otherwise stated in this ToS, we will not sell, transfer, loan, hypothecate or otherwise alienate the tokens in your Platform Account unless instructed by you or compelled by a court of competent jurisdiction to do so;
(iii) you control the Digital Tokens in your Platform Account. At any time, subject to outages, downtime and other applicable policies, you may withdraw your Digital Tokens by sending it to a different blockchain address controlled by you or a third party; although withdrawal of tokens to the same blockchain address as you executed deposit provide faster security check by us, and
(iv) in order to hold the assets in your Platform Account more securely, your Digital Tokens are stored in Ledger hardware, which itself is stored in vault guarded by 2 independent security systems. We shall not have any obligation to use different blockchain addresses to store Digital Tokens owned by you and by other customers or by us.
We reserve the right to set and adjust the limits on daily withdrawals based on our internal considerations, risk assessment, which include any investigations by the relevant authorities, the security and/or the state of the relevant Digital Tokens networks and/or any transactions that are due and payable.
6. Calculations
Notwithstanding anything in this ToS and the trading rules of the Platform and unless otherwise stated by us, you agree that all calculations performed by the Platform are final and conclusive.
7. Fees and Premium
You shall promptly pay any fees, interest and commission owed to us and/or our service providers (“Fees”) in such manner that we may stipulate from time to time with respect to your use of the Services. We shall have the sole discretion to amend the Fees without prior notice to you and it is your sole responsibility to ensure you are aware of the Fees associated with the Services.
You agree that all Fees owed may be settled by deducting the relevant amounts from your Platform Accounts or other accounts you may have with us and you agree that any Fees owed is a debt immediately due and payable to the relevant party.
In the event you are unable to pay any of the Fees when they are due in the relevant Digital Tokens owed, we shall have the right to effect payment or repayment in any other Digital Tokens that you have in your Platform Accounts or other account with us at an exchange rate as determined by us at the time of repayment.
Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by us relating to your use of the Services shall be borne by you.
8. Market Misconduct
You must not under any circumstances engage in any conduct which we determine to be market misconduct (“Market Misconduct”), including, but not limited to:
(i) engage in any form of market manipulation, such as spoofing orders or price rigging;
(ii) by taking any action which creates a misleading appearance of prices;
(iii) taking any action to maintain an artificial price or manipulate the price;
(iv) disclosing false or misleading information about the Platform; and/or
(v) taking or omitting to take actions which would constitute fraud.
We shall have the discretion to use surveillance systems to monitor your activity on the Platform and shall take any action which we deem necessary to address any actual or potential Market Misconduct.
9. Termination and Remedies for Breach
We shall have the right at any time to terminate all Services offered by us to you in accordance with this ToS and this ToS shall terminate on the relevant date of termination of all Services. You shall have the right to terminate your use of the Services provided by us at any time and this ToS shall terminate on the relevant date of your termination of use of the Services. Upon termination of this ToS, you agree that you shall not have the right to require us to continue to provide the Services to you or perform any other obligation, including, but not limited to, requesting us to keep or disclose to you any information in your Platform Accounts, or to disclose to you or any third party any information therein that is not read or sent.
10. Breach of ToS
In the event you breach this ToS or any applicable laws, rules or regulations, you shall pay to us a minimum of US$2 million in compensation and bear all expenses we incur in connection with such breach, including any legal fees (“Compensation”). In the event the Compensation is unable to cover our losses, you shall be liable for the additional amounts in excess of the Compensation.
For the avoidance of doubt, the termination of this ToS shall not prevent the non-breaching party from demanding the breaching party to assume liabilities arising other than from this ToS.
11. Notices and Communications
Users undertake to refer to the announcements, materials and information on the Platform regularly and promptly. We will not be held responsible or liable in any manner of compensation should you incur personal losses arising from negligence of not referring to the announcements, materials and information.
12. Miscellaneous
(i) Assignment
The rights and obligations agreed in this ToS shall be equally binding on the assignees, the heirs, executors and administrators of the Parties hereto who benefit from the rights and obligations. Without our consent, you may not transfer to any third party any of your rights or obligations hereunder, provided, however, we may, at any time, assign our rights and obligations under this ToS to any third party with 30 days’ notice to you.
(ii) Force Majeure
Where we fail to provide the Services or delay in providing such Services due to circumstances not within our control such as information network equipment maintenance, information network connectivity failures, computer errors, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labour disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the digital tokens market, actions by governments, judicial or administrative authorities, other acts that are not within our control or beyond our inability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide the Services to you or delay in providing the Services, or for the resultant loss you may sustain as a result of such failure or delay.
(iii) Relationship of Parties
This ToS is only binding on the rights and obligations between you and us and does not involve legal relations and legal disputes arising from and relating to Transactions between the users of this Website, and between other parties and you.
Nothing in this ToS shall be deemed to have created, implied or otherwise treated us as your agent, trustee or other representative, unless it is provided otherwise in this ToS.
(iv) Entire ToS
If any provision of this ToS is found unenforceable, invalid or illegal by any court of competent jurisdiction, validity of the remaining provisions of this ToS shall not be affected.
(v) Amendment
We reserve the right to determine, amend or modify any content of this ToS at any time at our sole discretion. The date and time displayed at the “Last updated on” section of this ToS shall refer to the timing of any changes to the provisions contained herein and the contents of this ToS. The amended agreement will take effect immediately upon announcement on the Platform. Although we have taken reasonable measures to ensure the accuracy of the information on the Platform, we do not guarantee the degree of such accuracy or bear any loss arising directly or indirectly from the information on the Platform or from any delay or failure caused by failure to connect with the internet, transmit or receive any notice and information.
You shall be responsible for being updated with the amendments to this ToS. If you do not agree with the amendments, stop using the Services immediately. Any continued use of the Services shall be deemed as you agreeing to the terms of this ToS.
(vi) Survival
All provisions of this ToS which by their nature extend beyond the expiration or termination of this ToS will continue to be binding and operate after the termination or expiration of this ToS.
(vii) No Waiver
Our or your waiver of the right to hold the other Party liable for breaches of this ToS or any other liability as is agreed upon in this ToS shall not be construed or deemed as a waiver of the right to hold the other Party for other breaches of contract. Any failure to exercise any right or remedy shall not be construed in any way as a waiver of such right or remedy.
(viii) Governing Law
This ToS and the relationship between us shall be governed by and construed in accordance with the laws of Seychelles.