Terms of Service
Last updated: 16 August 2021
Orderbook Terms of Service
These Terms of Service (hereinafter referred to as the “Agreement”) is entered into between you (hereinafter referred to as “you” or “your”) and Orderbook Operators (as defined below). This Agreement contained terms and conditions governing the contractual relationship, rights, and obligations between you and Orderbook (as defined below), and govern each transaction and trading entered on the Websites (as defined below), use of the Websites and all the Services (as defined below) that are offered on the Websites, except where Orderbook expressly state that separate terms apply.
As this is a binding agreement, you shall read through this Agreement carefully before using any of our Services and register an Orderbook account. If you do not agree with the terms and conditions or any future changes made thereto from time to time and at any time, please do not proceed with any account registration and immediately stop the usage of Orderbook and any of our Services or stop logging into the Websites and related mobile applications.
By making use of Orderbook Services, you fully acknowledge and agree that:
- You are aware of the risks associated with transactions of digital currencies and their derivatives;
- You shall assume all risks related to the use of Orderbook services and transaction of Digital Assets and their derivatives; and
- Orderbook shall not be liable for any such risks or adverse outcomes.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.
Subject to these Terms, Orderbook grants you a limited, non-exclusive, non-sublicensable, and fully revocable license to access and use the Services during the time that you are in compliance with these Terms.
1. Definitions and Interpretations
Unless otherwise defined, all words used in this Agreement shall contain the following meanings :
“Orderbook Operators” refer to all parties that operate Orderbook, including but not limited to FX2 Asset Management Limited, legal individuals, unincorporated organisations, and teams that provide Orderbook Services and are responsible for such services.
Under this Agreement, Orderbook Operators may change in accordance to business needs, in which case, the changed operators shall perform their obligations under these terms with you and provide services to you, and such change does not affect your rights and interests under these terms. Additionally, the scope of Orderbook Operators may be expanded due to the provision of new Orderbook Services, in which case, if you continue to use Orderbook Services, it is deemed that you have agreed to jointly execute these terms with the newly added Orderbook Operators. In case of a dispute, you shall continue to use Orderbook Services, it is deemed that you have agreed to jointly execute these terms with the newly added Orderbook Operators. In case of a dispute, you shall determine the entities by which these terms are performed with you and the counterparties of the dispute, depending on the specific services you use and the particular actions that affect your rights or interests.
“Orderbook Services” refer to various services provided to you by Orderbook that are based on internet and blockchain technologies and offered via Orderbook websites, mobile applications, clients, and any other suitable forms. These include but are not limited to such Orderbook components as crypto market making AI software, and novel services to be provided by Orderbook.
“Digital Assets” are assets that can only and exclusively be transmitted by means of blockchain technology, including but not limited to digital currency, digital tokens, cryptographic tokens, cryptographic currency, and any other type of digital medium of exchange.
“Rules of use” refer to all rules, interpretations, announcements, statements, and other contents that have been and will be subsequently released by Orderbook, as well as all regulations, implementation rules, product process descriptions, and announcements published in the websites or within products or service processes.
“Users” refer to all individuals, institutions, or organisations that access, download or use Orderbook or Orderbook Services and who meet the criteria and conditions.
“Orderbook Accounts” refer to the accounts, which are opened by Orderbook for Users to record on Orderbook their usage of Orderbook Services, transactions, asset changes, and basic information. Orderbook Accounts serve as the basis for Users to enjoy and exercise their rights on Orderbook.
2. General Provisions
2.1. Scope of application
2.2. Modification of this Agreement
Orderbook reserves the right to change or modify this Agreement in its discretion at any time. Orderbook will notify such changes by updating the terms on its websites.
All modifications or changes to this Agreement will become effective upon publication on the Websites or announcements made to users. Therefore, your continued use of Orderbook Services is deemed your acceptance of the modified Agreement. If you do not agree to any modifications, please cease to use Orderbook Services immediately. You are advised to review this Agreement frequently especially modification has been made to understand your rights.
2.3. Prohibition of use
Orderbook prohibits U.S user from accessing Orderbook Services and register Orderbook account. By accessing and using Orderbook Services, you represent and warrant that your access is not prohibited by the local council, country, or respective laws and regulations. Orderbook reserves rights to restrict or refuse, at its discretion, the provision of Orderbook Services in certain countries or regions.
Orderbook does not provide financial advice, investment management, or any consulting or advisory services. Orderbook is not a Bank or Financial Institution and does not provide financial services. Orderbook is a software as a service provider that enables a platform for Users to connect with Copy-Traders, Signal Service Providers, and Digital Asset Exchanges. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.
3.1. Eligibility. By registering to use an Orderbook Account, you represent and warrant that:
(a) you are at least 18 years old or of legal age to form a binding contract under applicable law, are an individual, legal person, or other organization with full legal capacity and authority to enter into these Terms;
(b) if you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity;
(c) you are legally permitted to use the Services in your jurisdiction;
(d) you are legally permitted to own cryptocurrencies in your jurisdiction;
(e) you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Orderbook is not liable for your compliance with such laws;
(f) you understand the inherent risks associated with digital assets, and trading digital assets;
(g) you have a working understanding of the usage of digital assets such as Ethereum (ETH) and Bitcoin (BTC), smart contract-based tokens such as those that follow the Ethereum Token Standard, and blockchain-based software systems; and
(h) you are not on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Orderbook maintains the right to restrict or deny the provision of Services in certain countries and/or to certain natural persons and/or juristic persons at its sole discretion.
3.4. Security of your Account. The Orderbook Account can only be used by the account registrant. Orderbook reserves the right to suspend, freeze or cancel the use of Orderbook Accounts by persons other than account registrant. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Orderbook Account and personal information. If you suspect or become aware of any unauthorised use of your username and password, you should notify Orderbook immediately. Orderbook assumes no liability for any loss or damage arising from the use of Orderbook Account by you or any third party with or without your authorisation. By creating an Orderbook Account, you hereby agree that (a) you will notify Orderbook immediately if you are aware of any unauthorised use of your Orderbook Account and password or any other violation of security rules; (b) you will strictly abide by all mechanisms or procedures of Orderbook regarding security, authentication, security deposits; and (c) you will take appropriate steps to logout from Orderbook at the end of each visit.
3.5. Security of your External Digital Assets Exchange Account. Services are provided on a non-custodial basis. We do not know nor have access to the credentials or the private keys of the External Exchange Account you use in connection with the Services. Therefore, you are exclusively responsible for maintaining the confidentiality and security of your External Exchange Accounts or devices you use to access the Services. You are also responsible for maintaining the security of the External Exchange Accounts, Accounts, and Digital Asset Wallets you utilise in connection with the Services, and for ensuring that no unauthorized person has access to your External Exchange Accounts, Accounts, wallet files, its private keys, or any device that you utilize in connection with the Services. We will not be liable for any loss or damage arising from your failure to protect your External Exchange Accounts, Accounts, and Digital Asset Wallets.
3.6. Prohibited Activities. In connection with your use of the Account or the Services, you will not:
(a) violate or assist any party in violating any law, statute, ordinance, regulation, or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
(b) engage in any trading activity which, in our sole discretion, amounts to or may amount to market abuse including without limitation pumping and dumping, entering fictitious transactions or wash trading, front running, bear raiding, or engaging in disorderly market conduct;
(c) infringe upon our or any third party’s copyright, patent, trademark, or other intellectual property rights;
(d) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
(e) transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
(f) otherwise attempt to gain unauthorized access to or use of the Site, the API, other Accounts, or computer systems connected to the Site; or
(g) engage in any behaviour which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.
3.7. Personal Data. Your personal data will be properly protected and kept confidential, but Orderbook has the right to collect, process, use or disclose your personal data in accordance with the Agreement or applicable laws. Depending on the products or services concerned, your personal data may be disclosed to the following third parties:
(a) Orderbook Operators, and the shareholders, partners, investors, directors, supervisors, senior managers, and employees of such entities;
(b) our agents, contractors, suppliers, third-party service providers, and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT, and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;
(c) third-party business partners who provide goods and services or other promotional activities, whether or not in cooperation with us;
(d) insurance companies or insurance investigators and credit providers;
(e) our joint ventures, alliance partners, and business partners;
(f) credit bureaus, or any debt collection agencies or dispute resolution centres in the event of violation or dispute;
(g) professional consultants such as auditors and lawyers;
(h) relevant government regulatory agencies or law enforcement agencies to comply with laws or regulations formulated by government authorities;
(i) assignees of our rights and obligations;
(j) persons with your consent as determined by you or the applicable contract.
4. Orderbook Services
4.1. Upon completion of the registration and identity verification for your Orderbook Account, you may use various Orderbook Services, including but not limited to copy trading (our copy trading software allows Users to replicate the copy-trader trading activities, and allows Users to automatically replicate the trading activity from any of the copy-traders), depositing of non-refundable security deposits as a retainer for future deductions of profit-sharing fees or any other fees, acquiring market-related data, research and other information released by Orderbook, participating in user activities held by Orderbook, etc., in accordance with the provisions of this Agreement (including Orderbook Rules of use and other individual agreements).
Orderbook has the right to:
(a) Provide, modify or terminate, in its discretion, any Orderbook Services based on its development plan; and
(b) Allow or prohibit some users’ use of any Orderbook Services in accordance with relevant Orderbook Rules of use.
4.2. When you use Orderbook Services, you agree and undertake to comply with the following provisions:
(a) During the use of Orderbook Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of Orderbook;
(b) Your use of Orderbook Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other users from using Orderbook Services;
(c) Without written consent from Orderbook, the following commercial uses of Orderbook data are prohibited:
i. Trading services that make use of Orderbook quotes or market bulletin board information.
ii. Data feeding or streaming services that make use of any market data of Orderbook.
iii. Any other websites/apps/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from Orderbook.
(d) Without prior written consent from Orderbook, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
(e) You may not
i. use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of Orderbook Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Orderbook Services;
ii. attempt to access any part or function of the properties without authorisation, or connect to Orderbook Services or any Orderbook servers or any other systems or networks of any Orderbook Services provided through the services by hacking, password mining or any other unlawful or prohibited means;
iii. probe, scan or test the vulnerabilities of Orderbook Services or any network connected to the properties, or violate any security or authentication measures on Orderbook Services or any network connected to Orderbook Services;
iv. reverse lookup, track or seek to track any information of any other Users or visitors of Orderbook Services;
v. take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Orderbook Services or Orderbook, or the infrastructure of any systems or networks connected to Orderbook services;
vi. use any devices, software, or routine programs to interfere with the normal operation of Orderbook Services or any transactions on Orderbook Services, or any other person’s use of Orderbook Services;
vii. forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Orderbook, or
viii. use Orderbook Services in an illegal way.
4.3. By accessing Orderbook Services, you agree that Orderbook has the right to investigate any violation of this Agreement, unilaterally determine whether you have violated this Agreement, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
- Blocking and closing of transactional requests;
- Freezing your account;
- Reporting the incident to the authorities;
- Publishing the alleged violations and actions that have been taken;
- Deleting any information, you published that are found to be violations.
5. Service Fees
By using Orderbook Services, you agree to pay all applicable fees such as:
(a) Profit-sharing: profit-sharing fees are charged for profits above the high-water mark;
(b) Subscription Fees: A daily fee is charged to Users for the usage of the trading software;
and you authorise Orderbook to automatically deduct fees directly from your Account.
6. General Use, Prohibited Use, and Termination
6.1. Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Site and the Services solely for approved purposes as permitted by Orderbook from time to time.
6.2. Accuracy of the Site and Related Media. Although we intend to provide accurate and timely information (i) on the Site and its related portal sites, and (ii) through third-party social media and other digital means, including but not limited to digital services provided by Twitter, Instagram, Telegram, Facebook, Discord, Github, Medium, YouTube, and Reddit, information presented therein (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or otherwise drawn from the Content are your sole responsibility and we shall have no liability for such decisions. Links to unaffiliated third-party materials (including without limitation websites and unaffiliated third party Digital Asset Exchanges) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any unaffiliated third-party materials or on any unaffiliated third party sites accessible or linked to the Site or the Services.
6.3. Unaffiliated Third-Party Access. If, to the extent permitted by Orderbook from time to time, you grant express permission to an unaffiliated third party to access or connect to your Account, either through the unaffiliated third party’s product or service or through the Site, you acknowledge that granting permission to an unaffiliated third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any unaffiliated third party with access to your Account. Further, you acknowledge and agree that you will not hold Orderbook responsible for, and will indemnify Orderbook from, any liability arising out of or related to any act or omission of any unaffiliated third party with access to your Account.
6.4. Prohibited Use. In connection with your use of the Services, and your interactions with other Users, and any unaffiliated third parties, you agree and represent you will not engage in any Prohibited Activities defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Account if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.
6.5. Suspension, Termination, and Cancellation. We may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your Account if (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use; (iii) use of your 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 Account activity; (iv) you take any action that Orderbook deems as breaching the Agreement. If Orderbook suspends or closes your account, or terminates your use of one or more Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Orderbook from providing you with such notice. You acknowledge that Orderbook decision to take certain actions, including limiting access to, suspending, or closing your Orderbook Account, may be based on confidential criteria that are essential to Orderbook’s risk management and security protocols. You agree that Orderbook is under no obligation to disclose the details of its risk management and security procedures to you.
6.6. Relationship of the Parties. Orderbook is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Orderbook to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Orderbook to be treated as the agent of the other.
6.7. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all user IDs, passwords and private keys that you use to access the Services. Users are strongly encouraged to use two-factor authentication in accessing the Site and the Services, and may adjust their security features in their user settings.
6.8. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct in connection with the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.
7. Copyright Intellectual Property
The Site and Services contains copyright material, trade names and marks and other proprietary information, including, but not limited to, text, software, photos and graphics, and may in future include video, graphics, music and sound (‘Content’). The Content is protected by copyright law, registered and unregistered trademarks, database rights and other intellectual property rights. Orderbook owns the copyright, database right and other intellectual property rights in the selection, coordination, arrangement and enhancement of such Content, as well as in the Content original to it. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content, in whole or in part except as provided in this Agreement. You may download information from the Websites for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.
8. Risk Disclosures
Trading digital assets is risky and you should never trade more than you can afford to lose. The following list of risks associated with digital assets and the Services is not exhaustive.
(a) Risks of trading in digital assets. Digital asset prices are highly volatile and trading in digital assets is extremely risky. In addition, several factors may affect market liquidity for a particular digital asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the digital asset, or unexplainable price volatility. By using the Services, you accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying digital asset.
(b) Risks of copy-trading. Our listing of a Copy Trader does not indicate approval or disapproval of their merits. We give no warranty as to the suitability or reliability of the Copy Trader and we owe no fiduciary duty in our relations with you. You must conduct your own due diligence.
(c) No brokering transactions or provision of investment advice. We provide a software and platform for connecting Users to Copy Traders and to Digital Asset Exchanges. We do not act as a principal, counterparty, or market-maker in the transactions effected through trading using the Services. We do not advise on the merits of any particular Digital Assets or Trader or Digital Asset Exchange. We do not advise on transactions, or associated risks, or provide any other financial, investment, or legal advice in connection with the Services. To the extent that we do provide trading data, post-market commentary, articles, or make social media posts, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. BUYING OR SELLING DIGITAL ASSETS IS SOLELY THE USER’S DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.
(d) No guarantee of continuous access to Services. We do not guarantee continuous, uninterrupted, or secure access to any part of the Services, and operation of our Site or Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with various Blockchain networks.
(e) No trading platform operator. Orderbook provides the trading software, an interface that connects Users to Digital Asset Exchanges. However, Orderbook does not operate a Digital Asset Exchange. We do not administer the underlying trading platforms of the Digital Asset Exchanges for the bids or offers and we do not enforce contracts among parties engaged in financing activities available on those Digital Asset Exchanges through the Trading Terminal. The underlying trading platform of the trading software is administered and operated by the Digital Asset Exchange. We shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages arising from the acts of any operator of the Digital Asset Exchange. You are responsible for understanding the Terms and Conditions of the operators of the Digital Asset Exchanges.
(f) Digital Asset Exchange Risks. Although Orderbook uses its best efforts to conduct comprehensive due diligence on the Digital Asset Exchanges available in our Trading Terminal, these Digital Asset Exchanges may be unregulated exchanges and their practices may vary widely, including as to their security, encryption, and liability for losses. Digital Asset Exchanges may not be required to comply with any rules regarding washing, insider trading, promoting price discovery, insuring losses, protecting against fraud, ensuring anti-money laundering compliance, and many other salient features. Digital Asset Exchanges may carry on fraudulent operations or fronts for fraudulent schemes and be in a jurisdiction where there is no likelihood of recovery or recompense. Digital Asset Exchanges could provide incorrect, delayed, or otherwise flawed data for a variety of reasons, including as a result of software bugs and the aforementioned limited oversight on markets for cryptocurrencies. Such poor data could misinform the User trading strategies or engender inaccurate price discovery mechanisms. Errors, fraud, and other issues with Digital Asset Exchanges have resulted in extensive, irretrievable losses on multiple occasions in the recent past. The underlying software and mechanisms for the Digital Asset Exchanges could malfunction, executing trades for the Users at faulty prices and adversely affecting the Users’ investments. Digital Asset Exchanges could choose to roll back trades to the benefit of other parties but to the detriment of the Users. In general, errors and unreviewable decisions by the exchanges could adversely impact the value of the investment of the Users.
(g) Profit-Sharing. You will have to deposit with the Account a non-refundable Security Deposit as a retainer for future deductions of profit-sharing fees or any other fees that arise from using the Service. You can disconnect at any time, and you won’t participate in any new position.
9.1. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ORDERBOOK SERVICES, ORDERBOOK MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ORDERBOOK ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ORDERBOOK EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, ORDERBOOK DOES NOT REPRESENT OR WARRANT THAT THE SITE, ORDERBOOK SERVICES OR ORDERBOOK MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ORDERBOOK DOES NOT GUARANTEE THAT ANY SUBSCRIPTION ORDER WILL BE EXECUTED, ACCEPTED OR RECORDED. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF ORDERBOOK SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT ORDERBOOK WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO:
(a) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA,
(b) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA,
(c) INTERRUPTION IN ANY SUCH DATA,
(d) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY ORDERBOOK AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE,
(e) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS,
(f) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORISED BY ORDERBOOK; AND
(g) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY ORDERBOOK.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
9.2. Disclaimer of Damages and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ORDERBOOK, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF ORDERBOOK SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF ORDERBOOK SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ORDERBOOK AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF ORDERBOOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF ORDERBOOK’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF ORDERBOOK, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF ORDERBOOK AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF ORDERBOOK SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO ORDERBOOK UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
You agree to indemnify and hold harmless Orderbook Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses, and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to
(a) your use of, or conduct in connection with, Orderbook Services,
(b) your breach or our enforcement of these Terms, or
(c) your violation of any applicable law, regulation, or rights of any third party during your use of Orderbook Services. If you are obligated to indemnify Orderbook Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees, or agents pursuant to these Terms, Orderbook will have the right, in its sole discretion, to control any action or proceeding and to determine whether Orderbook wishes to settle, and if so, on what terms.
9.4. Resolving Dispute
Please contact Orderbook Support first when there is a dispute pending, Orderbook wants to address your concerns without resorting to formal legal proceedings, if possible Orderbook will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
10. Governing Law, Arbitration and Waiver of Class Action
10.1. You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises. In addition, you agree:
(a) To attempt informal resolution prior to any demand for arbitration for at least 7 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon receipt of written notice from you. If we cannot resolve the dispute on an informal basis, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis;
(b) That any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the British Virgin Islands Rules;
(c) That the place of arbitration shall be Tortola, British Virgin Islands, unless the Parties agree otherwise;
(d) That the language to be used in the arbitral proceedings shall be English;
(e) That the courts in the British Virgin Islands have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
(f) That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
(g) That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
10.2. Any dispute between the parties will be governed by these Terms and the laws of the British Virgin Islands, without giving effect to any conflict of laws principles that may provide for the software of the law of another jurisdiction.
10.3. You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
11.2. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
11.3. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
11.4. Force Majeure. We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
11.5. Amendments. We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date.
11.6. Survival. Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
11.7. Waiver and Conflict. The failure of Orderbook to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
11.8. Third Party Rights. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third party beneficiary hereunder.
11.9. Prevailing Language. In the event of any discrepancy between the English original version of this Agreement and any foreign language translation, the English version prevails.