Terms & Conditions

1.              Introduction

1.1          These General Terms and Conditions (the “General Terms and Conditions”) are a legally binding contract between DDX Global Solutions Limited, an entity established in Ras Al Khaimah, United Arab Emirates ( “DGS”, the “Company”, “we,” “us” and/or “our”, and/or any other applicable pronouns which may be used in these General Terms and Conditions) to refer to the Company and/or any of the other companies which form a part of the group, and “you” (also referred to herein as a “User”). When referred to throughout these General Terms and Conditions, a “Party” means each of the Company and you and “Parties” shall mean both of you.

1.2          These General Terms and Conditions cover the use of various products, platforms and technology that the Company provides and/or makes available to you on or through this platform, herein collectively referred to as the “Services,” which may include but are not limited to, this website and/or any application which the Company may make available for you to access the Services, and the OTM Token. Your agreement with the Company consists of these General Terms and Conditions and any additional terms and conditions which may apply to the Services, or more specifically, a part of the Services (“Supplemental Terms”). These Supplemental Terms may include, but are not limited to, a Privacy Policy, Cookie Policy and/or any OTM Token Terms and Conditions and such other terms as may be added from time to time, for various Service offerings and/or in compliance with applicable laws.

1.3          These General Terms and Conditions, any Supplemental Terms and the Company’s Privacy Policy shall be collectively encompassed under the term “General Terms and Conditions”. In the event of any conflict between the Supplemental Terms, and these General Terms and Conditions, the Supplemental Terms will take precedence, followed by these General Terms and Conditions, unless explicitly stated otherwise in the Supplemental Terms. In the situation that the Parties enter into a separate written agreement regarding the subject matter of these General Terms and Conditions or any Supplemental Terms and/or any Service, the terms of such separate agreement shall govern and take precedence over these General Terms and Conditions and Supplemental Terms to the extent of any inconsistency or conflict between them.

1.4          These General Terms and Conditions apply to any individual which interacts with or gains access to any publicly available part of the Services, tools, or websites operated under a “OTM.Zone” domain (the “Site” and collectively referred to as the “Platform”, respectively). 

1.5          The Company reserves the right to modify or replace any part of the General Terms and Conditions at any time by publishing the amended version on the Platform. Each revision may be identified by a new “last updated” date displayed at the top of the Agreement to indicate the current applicable terms. Unless otherwise specified, changes will become effective immediately upon posting. It shall be your responsibility to review these periodically so you are aware of any updated versions and/or changes which have been made. By continuing to use the Platform, and/or any part of it, after any changes have been published, you acknowledge and accept the revised Agreement as binding. If you do not agree with the updated terms, your only option is to discontinue your use of the Platform and, where applicable, proceed with closing any account(s) you may have with us, in accordance with the version of the General Terms and Conditions that was in effect at the time of your last activity on the Platform. 

1.6          These Supplemental Terms may include, but are not limited to, a Privacy Policy, Cookie Policy and/or the OTM Token Terms and Conditions and such other terms as may be added from time to time, for various Product offerings and/or in compliance with applicable laws.

2.              The OTM Token and the Platform

2.1          The OTM Token is a utility token, synonymous with a loyalty token in the circumstances referred to in this Agreement, operating on the Polygon blockchain, whose purpose is to provide holders with access to exclusive deals and discounts provided by third party providers on or through the platform, and which can be sold either as a single token or grouped together in a non-fungible token (“NFT”). The OTM Token Holder will also have the additional benefit of being able to offer the OTM Token for sale at auction.

2.2          We operate this Site, which may be accessed through mobile applications, and related services, through which we, our local affiliates, and third-party providers may list and offer vouchers, deals, goods, travel packages, and other products or services. 

2.3          This document should be regarded as a legally enforceable agreement. Please ensure you review its content carefully, as it sets out the terms that govern your relationship with the Platform and/or by extension, any Services offered by the Company through the Platform. By visiting or using any part of the Site and/or Platform, you confirm your acceptance of and agreement to these terms, in full. 

2.4          Your ability to access or make use of the Platform is offered to you on the condition that you accept and agree to all of the terms outlined in this Agreement, and you acknowledge that this access constitutes sufficient and valid consideration, including but not limited to, for any transaction you may enter into with the Company pertaining to the Services or otherwise. The terms contained in this Agreement are not optional or selective. Partial acceptance is not permitted. If you do not fully accept these terms, you must stop using the Platform and any Services immediately. This Agreement is not intended to grant any rights or benefits to third parties. If you are uncertain about the meaning or legal effect of any provision, it is strongly recommended that you seek independent legal advice before continuing to use the service. It is also recommended that you seek independent financial advice before entering into any agreement with the Company or any product or Service. We kindly refer you to the disclaimers section of these General Terms and Conditions and request that you review these carefully before proceeding.  

2.5          Access to the Platform is restricted to individuals who are at least eighteen (18) years of age or who otherwise possess the legal capacity to enter into and create binding agreements under the laws applicable in their place of residence, access and use. By using or continuing to use the Platform, you confirm that you meet this requirement. If you sign up to have an account with us, you acknowledge and agree that your use of the Platform will be solely for your personal, non-commercial purposes.

3.              Procurement of the OTM Token

3.1.        Upon acquisition of the OTM Tokens, such Tokens shall be held in a private digital storage mechanism, which may be implemented as a non-fungible token (NFT) smart contract (the “Digital Safe”). The Digital Safe shall function as a custodial framework whereby the future entitlements to the OTM Tokens are allocated to the respective holders following their acquisition. The release and distribution of the OTM Tokens from the Digital Safe shall occur in accordance with the applicable vesting schedule.

3.2.        Individuals or entities holding OTM Tokens within their Digital Safe and/or virtual asset wallets shall be deemed to be the lawful owners of such Tokens (“OTM Token Holders”). Notwithstanding such ownership, any use of, or benefits arising from, the OTM Tokens shall be governed by these Terms and Conditions and may also be subject to additional terms and/or conditions applicable to specific transactions, offers, or discounts, as may be issued and amended by the Company from time to time.

3.3.        The OTM Token may be acquired in the following ways:

3.3.1.            An OTM Token holder may have acquired the OTM Token principally through the token migration initiative undertaken by the Company when moving the Desert Pearl tokens (“DPT”) to OTM Tokens (which may still be possible and/or ongoing) (“Migration”); 

3.3.2.            The OTM Token can be acquired through third-party sites offering these for sale. Usually, the OTM Tokens will be sold through auctions conducted by such third party site providers (“Auction Service Provider”), either as a single token or as a grouping of OTM Tokens to be sold together and managed in an NFT (“Auction”). The NFT will be automatically programmed to release tokens pursuant to the vesting schedule mentioned in the applicable SAFT, or where no SAFT accompanies the NFT, then pursuant to the vesting schedule which the NFT was programmed to follow. It shall be for the purchaser of the NFT to ensure it has and/or requests such information, before acquiring the NFT, to ensure it is aware of how many OTM Tokens are still going to be released from the NFT and/or pursuant to what vesting schedule. Where NFTs are acquired through third parties of any capacity whatsoever, and there is no direct interaction between the Company and the purchaser, said transaction may be subject to separate terms and conditions – either between buyer and seller and/or from the third party hosting the site through which the NFTs are acquired.

3.3.3.            The OTM Token may also be acquired through peer-to-peer purchase/sale/exchange. It is to be noted that the Platform and the Company do not facilitate these buy-and-sell transactions and therefore, shall not be held liable, either directly or indirectly, in the event of any loss and/or disputes regarding the same.

3.1.        Upon acquisition of the OTM Tokens, Users shall receive the corresponding Tokens into a designated Digital Safe. The OTM Tokens allocated to a User shall remain restricted and inaccessible (“Locked”) within the Digital Safe for a predetermined period (the “Lock-in Period”) commencing on the date of transfer into the Digital Safe. Following the expiration of the Lock-in Period, the OTM Tokens shall become incrementally accessible (“Unlocked”) on a daily pro-rata basis over a specified duration (the “Unlocking Period”). The specific duration and terms of the Lock-in Period and Unlocking Period shall be determined by the method of procurement, whether through the Migration or Auction, and may vary accordingly.

3.2.        Where an OTM Token remains “locked” in the Digital Safe, it will not be tradable and/or transferable (as it will not be able to be removed from the Digital Safe) and thereby, a OTM Token must first “unlock” in the Digital Safe before it can be used in these ways and/or for its utility function (because that’s when it will be transferred from the Digital Safe to the wallet of the User). For the avoidance of doubt, while individual Locked OTM Tokens may not be transferred, the Digital Safe itself may be capable of transfer, subject to applicable terms and technical functionality.

3.3.        The Company shall not be responsible for, nor shall the Company assume any liability in, and/or in connection with, any Auction Service Providers and/or any of the third parties owning and/or operating them. Without limiting the generality of the foregoing, the Company shall not be responsible for, and hereby expressly disclaims any and all liability in the Auction Service Provider itself and/or any transactions occurring thereon, including but not limited to, the outcomes from any such transactions, including the loss of OTM Tokens. 

3.4.        Users acknowledge and agree that any transactions conducted via the Auction Service Provider are solely between the User and the third-party provider, at the User’s own risk. It shall be the User’s responsibility to familiarize themselves with the Auction Service Provider, the process for Auctions and any third-party terms and conditions of the Auction Service Provider. The User is encouraged to do their own due diligence before using the Auction Service Provider and shall hold the Issuer harmless for any and all transactions having occurred on or in relation to the same.

3.5.        We do not offer or authorise the distribution of OTM in any state or jurisdiction where such rewarding or distribution is prohibited. It is your responsibility to ensure that any receipt and use by you of OTM and the Platform is allowed under the local laws that apply to you.

3.6.        OTM Tokens held within the Company’s ecosystem does not constitute an investment in our company and such investments do not confer any rights with respect to our company, assets or revenue.

3.7.        The money you spend obtaining the OTM Token will not be repaid or repayable to you or anyone else holding the token, by the Company.

4.              Use of the Token

4.1.        The OTM Reward System is the collective name for the native digital rewards which can be claimed by OTM Token holders from third party providers offering goods and/or services on the Platform (please see Disclaimer for Links section). 

4.2.        OTM Tokens should therefore be considered a form of reward or forming part of a points system, whereby OTM Token holders have access to unique products and/or services, and preferential offers regarding such products and/or services, offered by third party providers on the Platform. Therefore, the OTM Token shall be akin to a loyalty token but should not be mistaken for a form of currency and/or legal tender. 

4.3.        The third parties promoting their goods and/or services on the Platform have offered these in benefit of the loyalty of OTM Token holders, and thereby, holders of OTM Tokens shall benefit from receiving the advantages provided by such third party providers, in the form of better rates, discounts and/or where permitted by such third party providers, in exchange for their goods and/or services, as only listed on the Platform.               
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4.4.        IMPORTANT: The OTM Token is not a regulated financial instrument. It is important that the User understands the rights attached to the OTM Token and the associated risks of both holding OTM Tokens but also engaging in a transaction with a third party, using an OTM Token.

4.5.        While preferential offers may be listed on the Platform and the third party providers have agreed to provide these to the OTM Token holders, the Company is a technology provider which provides the Platform only and does not guarantee that the third party provider will permit the User to use the OTM Token to access such preferential offers. When a User decides to avail a product and/or service from a third party provider, they will elect to do so through the Platform, but will be entering into an agreement directly with the third party provider. This arrangement for goods and/or services (in the form of vouchers or discounts etc) will be directly between the User and third party provider. 

4.6.        Certain deals or discounts may be subject to additional restrictions. For example, access to certain deals or discounts could be subject to the OTM Token Holders holding a minimum number of OTM Tokens as at such time. These may differ on a deal-to-deal, or discount-to-discount basis, the details of which shall be available to the OTM Token Holders as at such time as the deals or discounts are made available to the OTM Token Holders to be redeemed. 

4.7.        The Company does not advocate for any third party provider . Nor is the Company endorsing any of their products and/or services because these are listed on the Platform. The User should do its own due diligence on any third party provider, before deciding to engage with them. The Company shall not be held responsible for any actions and/or inactions of any third party provider, and respectively, for any User, nor shall the Company be held responsible for any of the discounts or deals availed from third party providers. Any dispute arising from a product and/or service mentioned in these Terms, shall be exclusively between the User and third party provider.

4.8.        For the sake of clarity, discounts/deals offered by the third party provider on the Platform is different from the acquisition of the OTM Token through Auction from the Auction Service Provider(s) or otherwise as set out in Article 3. The Company shall not be liable for any actions/inactions of the third party provider on the Platform or the Auction Service Provider(s).

4.9.        The OTM Token is intended for use on our Platform only. Where a third party accepts and/or integrates this with any platform, goods and/or services, this shall be at such third party’s discretion and to the absolute exclusion of the Company, who shall not accept any responsibility for the same. 

4.10.    We constantly review our reward programmes, and we may change the rules that apply to the redemption of eligible OTM Tokens and related products. For the most up-to-date details, please refer to the feature specification available at our website. 

5.              Restrictions on use of OTM Tokens

5.1.        You may use the OTM Tokens only in accordance with these General Terms and Conditions. Any unauthorized use is not permitted.

5.2.        The OTM Token cannot be redeemed for cash and is not intended for use and/or to provide any additional benefits independent and/or external of the ecosystem.

5.3.        The OTM Tokens are not a form of legal tender or regulated financial instrument and are not used for lending or investment. It shall be the responsibility of the OTM Token holder to review and understand the terms and conditions of any third-party associated with this transaction and/or wallets. 

6.              Access and Risk Disclosures

6.1          You are solely responsible for securing internet connectivity and covering any related costs incurred while accessing or using the Platform. It is also your obligation to obtain and maintain any required hardware, software, or licenses necessary for access, as the Company does not supply these components, nor does it ensure that any technology it creates and/or bases its Services on, will be compatible with any device that you may access these from. The Company shall not be responsible for any inability to provide (or continue to provide), the Services and/or for a loss of any Services because of any malfunction of your hardware or software, or for any other reason which is not a direct result of the Company or any of its affiliate’s actions (or for that which cannot be negated by the applicable laws under which the Company operates from.

6.2          Without limiting the generality of the foregoing, the Company disclaims all liability for any losses or damages you may experience arising from your use of the Platform and/or from any of the Services, including but not limited to any misunderstandings or lack of awareness regarding the nature, function, or risks associated with virtual assets or the broader market dynamics that affect such asset and/or any other asset which the Company may launch. 

6.3          You acknowledge and accept that using the Platform and receiving any Services from the Company involves substantial risks, particularly in relation to digital assets and blockchain-based transactions. These risks include, but are not limited to:

6.3.1          extreme volatility and limited liquidity, both historically and potentially in the future;

6.3.2         the fact that digital assets are not considered legal tender, are not guaranteed or backed by any government, and may not be covered by protections such as applicable insurances;

6.3.3         changes in laws or regulatory frameworks at any jurisdictional level may negatively impact the usability, legality, or value of OTM Tokens ;

6.3.4         the use and redemption value of OTM Tokens is not tied to external market fluctuations. Instead, its value is determined by its utility and engagement within the Company’s ecosystem. OTM Tokens may have no guaranteed value outside of this ecosystem, which consists of our Platforms and Services, including all associated features and functionalities. Our ecosystem is our Platforms and Services with all the features they entail.

6.3.5         blockchain networks may experience forks, and the Company may choose not to support certain resulting assets or may delay doing so;

6.3.6         transactions in virtual assets are generally irreversible, making recovery from errors or fraudulent activity difficult or impossible;

6.3.7         transaction timestamps recorded on public ledgers may not align with the time the transaction was initiated;

6.3.8         access to virtual assets depends on possession of the associated private key (loss or compromise of that key could result in permanent loss of the assets);

6.3.9         there is no guarantee that merchants or other parties will accept any virtual assets;

6.3.10     price swings between virtual assets and fiat currencies may cause substantial losses within a short timeframe;

6.3.11     the technological infrastructure behind virtual assets is inherently vulnerable to fraud, hacking, and system outages, any of which may affect access to your holdings;

6.3.12     any reserve or trust arrangements maintained by the Company for customer protection may not be sufficient to cover all potential losses; 

6.3.13     the Company may not fall under the classification of a regulated financial entity in your jurisdiction, and therefore may not be subject to the same oversight or guarantees as a company incorporated there, and operates its activities under the authority of Switzerland, in accordance with the laws which are applicable to its operations over there; and

6.3.14     loss of income or revenue, loss of actual or anticipated profits, loss of business; or indirect or consequential loss (and for the avoidance of doubt, we understand the words “consequential loss” to mean “consequential losses whether those losses are foreseeable, known, foreseen or otherwise”).

6.4          You acknowledge that these General Terms and Conditions do not outline every risk that may arise from engaging in the transactions. It is your sole responsibility to assess whether such activities are appropriate for you, taking into account your personal circumstances, financial position, and risk tolerance. The Company does not provide advice, guidance, or personal recommendations regarding digital assets or decisions related to them. You should be aware that engaging in these activities carries the possibility of a complete loss of the funds or assets in your account, and in some situations, market conditions may prevent you from exiting a position or recovering any value. Nothing provided by the Company, whether through the Platform, its website, FAQs, or any blog content, should be interpreted as legal, tax, or financial advice. By choosing to access and use the Platform, its services, or related content, you do so entirely at your own risk.

6.5          The software protocols that support virtual asset networks are typically open-source and not developed, owned, or controlled by the Company. These protocols may be accessed, modified, or redistributed by anyone, and their ongoing development is decentralized and outside of our control. As such, the Company does not assume responsibility for the performance, security, or continued availability of these underlying blockchain protocols and offers no assurances regarding their reliability or functionality.

7.              Opening and Closing Your Account

7.1.        To access the Platform and/or avail the Services, you may be required to establish an account (referred to as your “Account”) with us. This Account will serve as a secure record and easy access to the Services offered in the Platform, view your past transactions, and modify your preferences while using the Platform. 

7.2.        When setting up your Account, you will be required to submit specific personal and identifying information, which may include your full name, residential address, date of birth, tax identification number, and, where relevant, details about beneficial owners and authorized users. As part of our onboarding procedures, we may request you to verify your identity by reviewing official documents such as a government-issued ID or driver’s license. This information is collectively referred to as your “Registration Data.” You may also need to provide details linked to third-party accounts, such as your bank account number or virtual asset wallet address(es). While the Company takes appropriate steps to safeguard your Registration Data against accidental disclosure or misuse, we cannot be held liable for malicious or unlawful actions by external actors, including cybercriminals or phishing attempts.

7.3.        During registration of the Account, you will also need to supply a password. You must keep the password confidential and immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use or any breach of security known to you. You agree that the Company is not responsible or liable in the event that a person to whom your password is disclosed uses (and/or transacts via) our Services and Platform. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.

7.4.        At any point before or after your Account is established, we may require additional information from you in accordance with our internal compliance procedures, regulatory obligations, or applicable law. This may include details necessary for tax reporting or disclosure to relevant authorities. If you do not respond to such requests in a timely manner, or if the information you provide is incomplete or insufficient, the Company reserves the right to suspend or terminate your Account.

7.5.        You agree to provide information that is truthful, accurate, up-to-date, and complete in response to any requests made by the Company, including but not limited to your Registration Data, contact details, and any compliance-related disclosures. You also commit to promptly updating this information whenever changes occur, ensuring it remains accurate for the duration of your use of the Platform. If the Company, or any of its authorized representatives, reasonably believes that the information you have submitted is false, outdated, misleading, or incomplete, we reserve the right to suspend or terminate your Account without notice. This may include blocking your access to the Services and may result in civil or criminal referral depending on the nature of the issue. In such cases, the Company will not be responsible for any losses, damages, or compensation claims. Additionally, any costs or charges incurred by the Company due to your actions or omissions in this regard will be your responsibility.

7.6.        You grant the Company, and any third-party service provider acting on our behalf, the authority to carry out any verification or authentication procedures we consider necessary to confirm your identity and validate the information you provide regarding your bank account or other financial institution. We reserve the right to take any actions we deem appropriate based on the outcome of these checks.

7.7.        You may request to close your Account by submitting and following the applicable steps made available in the Platform. Once your request is received, the Company will place a temporary hold on the Account to allow any pending transactions to settle (if any). During this period, your ability to initiate new transactions may be restricted. Please note that closing your Account does not cancel or negate any obligations or rights that arose prior to the closure date. 

8.              Security Procedures and Unauthorized Activity

8.1.        You are solely responsible for all actions and transactions carried out through your Account that are authenticated using the Security Procedures (as defined in this clause 8 below), regardless of whether you personally authorized them. By using the Services, you acknowledge and agree that the Security Procedures set forth in these General Terms and Conditions are commercially reasonable given the nature, volume, and frequency of your activity. You also understand and accept that these measures are intended to confirm the legitimacy of your instructions or requests but are not designed to detect or correct any errors you may make when submitting them.

8.2.        You are solely responsible for safeguarding your Account credentials, including your login information, passkey, and any device used for two-factor authentication (2FA), where applicable. You must promptly inform the Company of any unauthorized access or suspected misuse involving your username, password, 2FA device, or API key, as well as any other security breach. If you install a 2FA application on a device that has been modified or compromised (e.g., jailbroken or rooted), you acknowledge that you do so at your own risk. Please note that 2FA applications are developed and managed by independent third parties, and the Company assumes no responsibility for their functionality, reliability, or security.

8.3.        Although the Company may employ certain monitoring systems intended to detect suspicious or fraudulent behavior, we are not responsible for any unauthorized access to your Account. You acknowledge that any loss resulting from another party gaining access to your Account (whether or not you are aware of it) is solely your responsibility. We expressly disclaim all liability related to unauthorized or fraudulent use of the Platform, including any activity carried out through your Account without your consent. In the event of suspected or confirmed unauthorized access, the Company reserves the right to take any measures it deems appropriate, which may include suspending or terminating your access, closing your Account, and initiating action in accordance with applicable local, national, or international laws and regulations.

8.4.        The Company will never ask you to provide your Account password by phone, email, or postal mail under any circumstances. Any verification related to your password will only take place securely through the Platform, and only after you have successfully logged in. We also do not send emails containing embedded links that prompt you to log into your Account. If you receive such a message claiming to be from us, do not click on any links or open attachments (it is likely a phishing attempt and not an official communication from the Company). You should never share your password with anyone unless you intend to grant them full access to and control over your Account.

8.5.        You are not permitted to sell, assign, transfer, or lease your Account (or any rights or access associated with it) to any third party without the prior written approval of the Company. Furthermore, access to your Account may not be granted to anyone other than those individuals who have been explicitly designated as authorized users during the onboarding process. Only such authorized individuals may access or use the Services on your behalf, in accordance with the terms of these General Terms and Conditions.

8.6.        The Company, including its affiliates and employees, does not accept or consider unsolicited ideas, proposals, or materials of any kind, whether submitted directly or through any representative, including but not limited to suggestions regarding new or improved products, services, technologies, names, advertising or marketing strategies, or other promotional concepts (“Unsolicited Materials”). You are advised not to submit any such Unsolicited Materials to the Company or its personnel. In the event that you nonetheless submit any Unsolicited Materials, you acknowledge and agree that:

8.6.1.        The Company shall have no obligation to review, consider, or maintain the confidentiality of such Unsolicited Materials; and

8.6.2.        All rights in any Unsolicited Materials shall be deemed assigned to the Company upon submission, and the Company shall be free to use, disclose, reproduce, modify, distribute, or otherwise exploit such materials for any purpose, without restriction and without any obligation to provide compensation, credit, or acknowledgment to the submitting party.

8.7.        In using our Platform and the OTM Tokens, you must comply with these terms:

8.7.1.       ensure the OTM Tokens are only used, stored or redeemed within the approved ecosystem, where applicable. This includes compliance with any restrictions on usage outside of the designated Platform, services or partner networks;

8.7.2.       You must also notify us promptly about any issues or concerns with a Service or the Platform by contacting our customer services team. Aggressive or abusive behaviour towards our customer service staff will not be tolerated. 

8.7.3.       You must not:

8.7.3.1.        use the OTM Tokens against external speculative trading;

8.7.3.2.       use our Platform illegally for gambling, dark web transactions or any other prohibited activities; or

8.7.3.3.       use VPNs to bypass jurisdictional restrictions or engage in synthetic ID fraud.

9.              Suspension and Termination of Your Account 

9.1.        Without prejudice to any other rights or remedies available to us under applicable law, the Company reserves the right, at its sole discretion, to restrict access to your Account or to suspend, freeze, or permanently close your Account, and to block or deny any transaction involving virtual assets, with or without prior notice, under any of the following circumstances:

9.1.1.            we reasonably believe you have violated any part of these General Terms and Conditions;

9.1.2.            your behavior is deemed abusive, disruptive, or harmful, in our sole judgment;

9.1.3.            we are unable to confirm the accuracy or authenticity of the information you’ve provided;

9.1.4.            your conduct, in our view, may result in legal or financial exposure for you, other users, or the Company;

9.1.5.            you redeem a Services for which you lack lawful authority;

9.1.6.            we suspect that your use of the Platform, Services, or any associated materials is in breach of applicable laws, regulations, or these General Terms and Conditions;

9.1.7.            we are instructed to take action by law enforcement, a regulatory body, or through a court order;

9.1.8.            legal or regulatory requirements compel us to take such action;

9.1.9.            your Account becomes involved in legal proceedings, government inquiries, or investigations;

9.1.10.        we detect or suspect an attempt to gain unauthorized access to your Account;

9.1.11.        your Account shows patterns of suspicious or irregular activity;

9.1.12.        your Account has remained inactive for twelve (12) months and has zero transactions; or

9.1.13.        any other reason, as determined solely at our discretion.

9.2.        The Company will not be held liable for any reduction in the value of the transaction(s) carried on in your Account that may occur as a result of your Account being suspended, restricted, or closed for any of the reasons outlined above, including but not limited to breaches of these General Terms and Conditions or actions taken in response to legal or regulatory directives such as seizures or forfeitures. You acknowledge and agree that neither the Company nor any third party acting on its behalf shall bear responsibility for any loss or damage you may incur as a result of your access to the Platform being terminated in accordance with the terms of these General Terms and Conditions.

9.3.        In the event of Termination of your Account, the Company shall not be liable for any incomplete transactions pertaining to Services availed through the Platform.

9.4.        In the event that your access to the Platform is terminated by the Company, you agree not to attempt to re-access or use the Platform through any means, including but not limited to creating a new username or using alternative identifying information, unless you have obtained prior written approval from the Company.

10.          Educational Information

11.          Service Interruptions 

12.          Agreement to Receive Notifications and Other Communications

13.          Restrictions on Use of the Platform

13.1.    You agree to use the Platform strictly for the purposes explicitly allowed under these General Terms and Conditions. Any other use, unless expressly authorized by the Company in writing, is prohibited.

13.2.    Without our express prior written authorization, you may not:

13.2.1.        duplicate or reproduce any part of the Platform or the images and content on the therein, including, but not limited to, text, software, images, graphics, data, messages, market data (“Market Data”) or any other information, and any other website content owned, operated, licensed or controlled by the Company (collectively, the “Materials”), except as expressly provided elsewhere in these General Terms and Conditions;

13.2.2.        create any derivative works based on or using the Platform or the Materials, and you agree and stipulate that any and all derivative works are NOT “fair use”;

13.2.3.        re-distribute or use the Platform or the Materials for any public display, public performance, sale or rental, and you hereby agree and stipulate that any and all such uses are NOT “fair use”;

13.2.4.        use our Market Data to develop, create, register, list, trade, clear, or settle any investment product or financial product of any kind;

13.2.5.        remove any copyright or other proprietary notices from the Platform or the Materials or falsify or delete any author attributions, legal or other proper notices or labels of the origin or source material that is uploaded or otherwise provided by you;

13.2.6.        frame or utilize any framing techniques in connection with the Platform or the Materials;

13.2.7.        translate, reverse-engineer, decompile or disassemble any element of the Platform or the Materials;

13.2.8.        use any meta-tags, pay-per-click advertising, or any other “hidden text” using our Site’s name or marks or those of the Services, and you hereby stipulate that any use of the Site’s name or marks, or any other marks owned by us is an infringement upon our trademark rights, and you stipulate to make payment of liquidated damages of five thousand United States dollars (US$5000) per such infringement as a genuine pre-estimate of the loss and damage that will be suffered by us as a result of such infringement, plus you agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs;

13.2.9.        “deep-link” to any page of the Platform, or avoid accepting acknowledgement of these General Terms and Conditions (for the avoidance of doubt, you may only link to the main entry page);

13.2.10.     circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft of usernames, passwords or API keys, passkeys or using another person’s username, password or API key or passkey in order to gain access to a restricted area of the Site);

13.2.11.     use any data mining, bots, scrapers or similar data gathering and extraction tools on the Site or in conjunction with the Services or the Materials;

13.2.12.     sell, rent, lease, license, sublicense, transfer, distribute, re-transmit, time-share, use as a service bureau or otherwise assign to any third party the Materials (including our Market Data) or the Services or any of your rights to access and use the Services or the Materials as granted specifically by these General Terms and Conditions;

13.2.13.     use of the Services to impersonate any other User, customer or other person;

13.2.14.     use any Materials (including the Market Data) or information on our Site or included in our Services in any manner that infringes any copyright, trademark, patent, trade secret, publicity or other proprietary right of any party;

13.2.15.     use or duplicate the computer code underlying any of the Services, contrary to the license contained in each Product’s code repository;

13.2.16.     upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of ours or another’s property;

13.2.17.     upload, post, email or otherwise transmit to us any submission that you do not have a right to transmit under contractual, fiduciary or other relationships (such as inside information, trade secrets, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

13.2.18.     upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that we may designate for such purpose;

13.2.19.     restrict or inhibit any other User or Customer from using and enjoying the Platform;

13.2.20.     harvest or otherwise collect information about other Users or customers of the Platform, including email addresses or other personally identifiable information;

13.2.21.     violate any applicable laws, regulations or policies, or these General Terms and Conditions;

13.2.22.     use the Services to pay for, support, receive proceeds from or otherwise engage in any illegal gambling activities;

13.2.23.     upload, post, email or otherwise transmit any material that is illegal, immoral, obscene or defamatory of any person;

13.2.24.     use any automatic device or manual process to monitor or reproduce the Site, the Services  or the Materials or use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Platform; and

13.2.25.     do anything that may adversely affect proper operation of the Platform and the reputation and goodwill of the Company.

13.3.    By accessing or using any part of the Platform, you confirm that your use is lawful under the laws and regulations applicable in your country, state, province, or other place of residence or citizenship. You further agree not to access or utilize the Platform in any manner that would breach the laws of your jurisdiction.

14.          Liquidated Damages

14.1.    Certain sections of these General Terms and Conditions specify predetermined amounts payable by you in the event of a breach. By entering into these General Terms and Conditions, you expressly acknowledge and agree to those amounts as liquidated damages. These amounts are not intended to serve as penalties but rather represent a reasonable and genuine pre-estimate (made in good faith by both parties) of the losses and harm we may incur, recognizing that actual damages would be uncertain or difficult to quantify.

14.2.    In instances where a breach of these General Terms and Conditions occurs and no specific liquidated damages amount is stated, you agree that such a violation will result in liquidated damages of one hundred U.S. dollars (US$100) for each separate incident. However, your total liability for these damages will be capped at the greater of (i) one thousand U.S. dollars (US$1,000), or (ii) the total value of fiat or digital assets currently held in your Account(s) with the Company.

15.          Disclaimer of Warranties

15.1.    By accessing and using the Platform and any associated content or materials, you expressly acknowledge and agree that:

14.1.1          your use of the Platform and its content is entirely at your own risk;

14.1.2          any files or data downloaded or obtained through the Platform are accessed voluntarily and you bear full responsibility for any damage to your systems or data loss resulting from such downloads;

14.1.3          all services, tools, and information available on the Platform are provided “as is” and without warranties of any kind (whether express or implied) including, but not limited to, warranties of merchantability, fitness for a specific purpose, non-infringement, or title;

14.1.4          the Company does not guarantee uninterrupted or error-free operation of the Platform, nor does it ensure that the Platform or its content is reliable, complete, accurate, or useful for your particular needs;

14.1.5          the Company makes no guarantee that files or materials available through the Platform or the internet are free from viruses, malware, or other harmful elements, and you accept full responsibility for any such risks;

14.1.6          the Company does not make any warranties regarding transactions carried out through the Platform;

14.1.7          the Company is not responsible for the value, performance, or behavior of any virtual asset markets and offers no assurances on asset valuation;

14.1.8          the Company cannot warrant continuous availability of its Services and bears no liability for interruptions, maintenance-related delays, or technical issues; and

14.1.9          you accept full responsibility for any financial loss or exposure to price volatility in connection with virtual assets, regardless of system downtime, disruptions, or temporary suspension of services. 

15.2.    The express representations and warranties set out in these General Terms and Conditions constitute the full extent of commitments made by the Company regarding its Services and Materials. All other warranties (whether implied, statutory, or arising by custom or course of dealing) are expressly excluded to the fullest extent permitted under applicable law. No warranties extend to any third party unless explicitly stated.

16.          Indemnification and Release 

16.1.    To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees, independent contractors, telecommunication providers, and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of (a) your (or you under another person’s authority) use, misuse, or inability to use the Platform or the Materials; (b) any regulatory inquiry, legal action, litigation, dispute or investigation related to your Account and to your use of your Account or the Company Platform; or (c) your breach of these General Terms and Conditions .

16.2.    To the fullest extent permitted by applicable law, you irrevocably waive, release, and discharge the Company and its Indemnified Parties from any and all claims, demands, causes of action, liabilities, damages, or expenses of any kind (whether known or unknown, suspected or unsuspected) that may arise in connection with your use of or inability to use the Platform or its content. This includes, without limitation, claims relating to negligence (ordinary or gross), misrepresentation, defamation, interference with contractual or economic relationships, violation of publicity or privacy rights, data misuse or exposure, losses stemming from failed or delayed transactions, technical malfunctions, platform downtime, or performance issues. You further release the Indemnified Parties from any claims based on the conduct of other users or third parties, including fraud, identity theft, hacking, or any alleged criminal activity (whether direct or vicarious in nature) that you may encounter in connection with your access to or interaction through the Platform.

16.3.    The foregoing release is meant to serve as an illustrative example rather than a comprehensive list of the types of claims you are waiving. It is the express intention of the Parties that this release be construed as broadly as permissible under applicable law, with any uncertainty or ambiguity resolved in a manner that maximizes the scope of protection afforded to the Company. This clause is intended to operate as a complete and final waiver of all applicable claims, and you acknowledge and agree to its binding legal effect, including your understanding of the rights and remedies you are voluntarily foregoing.

16.4.    If you are a resident of another jurisdiction with a comparable statute or doctrine, you hereby waive such statute or doctrine to the extent permissible under applicable law.

17.          Limitation of Liability

18.          Confidentiality and Compliance with Legal Process

19.          External Disclaimer for Links

20.          Intellectual Property

21.          Export Control

22.          Notices

23.          Governing Law

24.          Arbitration

25.          Miscellaneous