Welcome to HootDex (“HD”), the following terms and conditions of service (“TOS”) apply to all users of this website, associated platforms or any Services. You should read these Terms of Service carefully to determine which provisions apply to you. These Terms of Service should be read in conjunction with the Privacy Policy, Risk Disclosure and Legal Disclaimer. By using any of the Services, Functions, associated Platforms or Features offered on this Website (collectively or individually, the “Services”), the user (referred to herein as “you” or “your”) agrees to these Terms of Service (each of you and one of the following entities named in (a) or (b) being a “Party” and collectively, the “Parties”).
These Terms of Service constitute the entire agreement and understanding with respect to the use of any or all of the Services, and any manner of accessing them via the associated Platforms or this Website, between you and HD, it’s parent company, subsidiaries or affiliates:
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE ALL CUSTOMERS TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
The following documents are incorporated into the TOS by reference: the Risk Disclosure Statement; Privacy Policy; Legal Disclaimer; Law Enforcement Requests Policy; and Fees Schedule. Also, the Terms of Service should be read in conjunction with the Privacy Policy, Legal Disclaimer, Risk Disclosure and AML/KYC policy. In particular, please note that all transactions of Digital Tokens on the associated Platforms or Website are subject to fees that are directly associated to a liquidity pool, those fees are imposed by liquidity pool stakers and not HD, although a maximum cap is enforced and any changed will be updated in the Fees Schedule from time to time. In the event of any inconsistency between these Terms of Service and any other pages, policies, terms, conditions, licenses, limitations, or obligations contained within or on this website, these Terms of Service shall prevail.
By holding digital tokens listed on HootDex, using the associated Platforms, Website or by using any of the Services, you acknowledge that you have read, understand, and completely agree to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service or with any subsequent amendments, changes, or updates, you may not use any of the associated Platforms or Services, and if you do use any of the associated Platforms, Website or Services you will be bound by the Terms of Service, as amended; your only recourse in the case of your unwillingness to be bound by these Terms of Service is to cease using all of the associated Platforms, Website or Services.
These Terms of Service may be amended, changed, or updated by HD at any time and without prior notice to you. You should check back often on this website to confirm that your copy and understanding of these Terms of Service is current and correct. Your non-termination or continued use of any of the associate Platforms, Website or Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes, or updates.
The use of the associated Platforms, Website or any Services is void where such use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
Interpretation:
Definitions: In the Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
1.1.1. “Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
1.1.2. “AML” means anti-money laundering, including all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including but not limited to the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;
1.1.3. “Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
1.1.4. “Associates” means HD, its parent company, subsidiaries and affiliates and each and every one of their respective shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys who or that are acting or performing or has acted or performed services for the benefit of or on behalf of the associate Platforms or this website;
1.1.5. “Canadian Person” means:
1.1.5.1. a resident of any province or territory of Canada;
1.1.5.2. any Person established or organized in or under the Laws of Canada or any province or territory of Canada;
1.1.5.3. any estate of a decedent who was a resident of any province or territory of Canada; and
1.1.5.4. any Person established or organized outside Canada or any province or territory of Canada, in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.
1.1.6. “Controlling Person” means any Person who owns more than a 25 percent interest in any Person or affiliate;
1.1.7. “Copyrights” has the meaning set out in paragraph 10 of these Terms of Service;
1.1.8. “CPR Rules” has the meaning set out in paragraph 6 of these Terms of Service;
1.1.9. “CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
1.1.10. “CTF” means counter-terrorist financing;
1.1.11. “Digital Tokens” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency;
1.1.12. “Digital Assets Address” means an alphanumeric identifier that represents a potential destination for a Digital Assets transfer, which typically is associated with a user’s Digital Assets Wallet;
1.1.13. “Digital Assets Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s Digital Assets Address, Digital Assets balance, and cryptographic keys;
1.1.14. “Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or this website;
1.1.15. “Eligible Contract Participant” has the meaning set out in Section 1a(18) of the United States Commodity Exchange Act and Rule 1.3 of the United States Commodity Futures Trading Commission, each as amended;
1.1.16. “FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;
1.1.17. “FATCA IGA” means an intergovernmental agreement entered into by the United States and another jurisdiction to implement FATCA;
1.1.18. “FATF” means the Financial Action Task Force;
1.1.19. “FIA” means the Financial Investigation Authority of the British Virgin Islands;
1.1.20. “Fiat” means the money or currency of any country or jurisdiction that is:
1.1.20.1. designated as legal tender; and,
1.1.20.2. circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
1.1.21. “FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
1.1.22. “Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
1.1.23. “Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution and delivery of the Services under this Terms of Service;
1.1.24. “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
1.1.25. “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the associated Platforms or Website;
1.1.26. “Losses” has the meaning set out in paragraph 14 of these Terms of Service;
1.1.27. “Marks” has the meaning set out in paragraph 10 of these Terms of Service;
1.1.28. “OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
1.1.29. “Person” includes an individual, association, partnership, corporation, other body corporate, trust, estate, and any form of organization, group, or entity cognizable as legal personalities;
1.1.30. “Personal Information” has the meaning set out in the Privacy Policy.
1.1.31. “Prohibited Jurisdictions” means Cuba; Democratic People’s Republic of Korea (North Korea); Iran; Singapore; Syria; and Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), the self-proclaimed Kherson People’s Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People’s Republic (a region of Ukraine)
1.1.32. “Prohibited Use” has the meaning set out in paragraph 8 of these Terms of Service;
1.1.33. “Reserves” means digital assets, traditional currency, and cash equivalents and, from time to time, may include other real-world assets and receivables from loans made by HD to third parties, which may include affiliated entities;
1.1.34. “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the British Virgin Islands, the United Nations, or any other jurisdiction or Government, as applicable to you or the associated Platforms and this Website, as amended, supplemented, or substituted from time to time;
1.1.35. “Sanctioned Person” refers to any Person or Digital Assets Address that is: (i) specifically listed in any Sanctions List; or (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Assets Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction, and (iii) that is not subject to any Government Approval or otherwise not sanctioned, restricted, or penalized under applicable Laws;
1.1.36. “Terms of Service” means these terms and conditions of service, as they may be changed, amended, or updated from time to time, including the following Site policies and pages: the Risk Disclosure Statement; the Privacy Policy; Legal Disclaimer; the Anti-Spam Policy; the Law Enforcement Requests Policy; and the Fees Schedule;
1.1.37. “Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);
1.1.38. “HD” means:
1.1.38.1. where you are a U.S. Person, or your account would be regarded as a U.S. Account, or you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services; and
1.1.38.2. where you are not a U.S. Person, and your account would not be regarded as a U.S. Account, and you do not make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services;
1.1.39. “HD Tokens” means the digital tokens traded on HootDex;
1.1.40. “United States” means the several states of the United States and the District of Columbia;
1.1.41. “U.S. Account” means any account that is held by one or more U.S. Persons or non-U.S. entities that have one or more Controlling Persons who is a U.S. Person;
1.1.42. “U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;
1.1.43. “U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits, (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits, or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;
1.1.44 “U.S. Person” means:
1.1.45.1. U.S. Citizen or U.S. Resident;
1.1.45.2. corporation, partnership, or other entity established or organized in or under the Laws of the United States;
1.1.45.3. any estate of a decedent who was a citizen or a resident of the United States;
1.1.45.4. any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust; or
1.1.45.5. any Person organized or incorporated outside the United States and the
Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly holds a 50 percent or greater equity interest by votes or value, holds a majority of seats or memberships on the board of directors of the entity, or authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person;
1.1.46. “you” or “your” means the user.
1.2. Headings: The headings and sub-headings in these Terms of Service are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
1.3. Extended Meanings: Unless otherwise specified in these Terms of Service, words importing the singular include the plural and vice versa and words importing gender include all genders.
1.4. Governing Law: Aside from where Applicable Law requires or provides you with a choice, otherwise, these Terms (including Arbitration) shall be governed by, and construed with, the Laws of the British Virgin Islands, any changes will be reflect in these Terms of Service.
License to Use the associated Platforms and Website: If you comply with these Terms of Service, HD grants you the limited right to use the associated Platforms, Website and Services. The right to use the associated Platforms, Website and Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the associated Platforms, Website, any of the Services, the Copyrights or the Marks. The associated Platforms, Website may suspend or terminate the Services to you, your Digital Asset Wallet, or to any of your Digital Asset Addresses at its sole discretion, as required by applicable Laws or where HD determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.
About tokens on HD; General Restrictions; Forks: tokens on HD are issued by the issuer and listed on HD, HD does not redeem digital tokens and solely provides the platform for peer to peer swapping. Tokens listed on HD may be used, kept, or exchanged online wherever parties are willing to accept such Tokens. Tokens on HD are backed in liquidity pools by digital assets. Tokens listed on HD can be swapped for tokens within a specific liquidity pool, they are not swapped for fiat currency, solely digital tokens that are listed on HD. Tokens listed on HD are not redeemed by HD and offboarding may occur through the existence of other exchanges or outlets accepting the tokens. HD makes no representations or warranties about whether tokens listed on HD trade or will trade on external platforms, at any point in the future, if at all.
Tokens listed on HD are created with the ability to be listed on various decentralized and centralized platforms or exchanges and protocols that choose to. Protocols can sometimes experience events called “forks” where an alternative version of a blockchain or protocol is created. Where forks occur, it is possible that multiple versions of a Digital Token available on such blockchain or protocol could be created, for example, one on each fork. Due to the nature of tokens listed on HD, if a fork creates two or more Digital Tokens which purport to be listed on HD, it is only possible for one of those Digital Tokens to be an HD listed token. As a result, in the event of a fork only the Digital Tokens on the particular blockchain or protocol that HD approved and subsequently shows on its website as being supported by HD are HD listed tokens. Any other Digital Tokens resulting from the fork are not HD listed tokens.
HD is under no obligation to support any particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Tokens resulting from a fork of a blockchain. Where a blockchain or protocol on which HD listed tokens are shown via a wrap or other version is forked, HD may elect to suspend Services temporarily or for an extended period of time on little or no notice. HD will determine, at its sole discretion, whether to support a particular fork of a blockchain or protocol or whether to cease support for all version of a particular blockchain or protocol. Where HD determines to cease support for a particular blockchain or protocol, you will take any and all actions reasonably necessary to effectuate the migration of your HD listed tokens to a supported platform or protocol identified by HD. HD assumes no liability or responsibility whatsoever arising out of or relating to your failure to effectuate such migration of your HD listed tokens to another platform or protocol identified by XMG.
HD assumes no liability or responsibility whatsoever for any losses or other issues that might arise from HD electing to support or not support a particular platform, blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Tokens resulting from a fork of a blockchain or protocol.
It is also possible that a third-party could create a Digital Token which claims to be an alternative version of a HD listed token, such as by “wrapping” or “bridging” HD listed tokens. These Digital Tokens are not HD listed tokens. They are not issued, listed or supported by HD. They cannot be swapped on HD.
The following Persons are prohibited from depositing to, or withdrawing from, any Digital Assets Wallet on the associate Platforms and Website:
3.1. Persons domiciled or ordinarily resident in, certain nationals of, or the Governments or Government Officials of Prohibited Jurisdictions;
3.2. any Person that resides, is located, has a place of business, or conducts business in the State of New York;
3.3. U.S. Persons;
3.4. Canadian Persons; and
3.5. the Government of Venezuela. Any individual who is a U.S. Person and any entity that is a U.S. Person is prohibited from using the associated Platforms, Website or any Services, including but not limited to using a Digital Tokens Wallet on the associated Platforms or Website. Exceptions to this policy may be made by HD, in its sole discretion, for Eligible Contract Participants only, which shall be customers solely of HD.
For the avoidance of doubt, as defined above, U.S. Persons (including but not limited to United States Citizens or United States Residents) may prohibited from using the Site or any Services.
Risks and Limitation of Liability: Important: This paragraph is in addition to the Risk Disclosure Statement. Trading markets in Digital Tokens are volatile and shift quickly in terms of price, liquidity, market depth, and trading dynamics. Digital Tokens also are subject to cybersecurity risk, including the risk of a cyberattack or breach. You are solely responsible and liable: for any and all trading and non-trading activity on the associated Platforms, Website and for your Digital Assets Wallet; and, for knowing the true status of your HD listed tokens on the associated Platforms and Website, even if presented incorrectly by the associated Platforms and Website at any time. You acknowledge and agree: (i) to be fully responsible and liable for your trading and non-trading actions and inactions on the associated Platforms, Website and all gains and losses sustained from your use of the associated Platforms, Website and any of the Services; (ii) to be fully responsible for safeguarding access to, and any information provided through, the associated Platforms, Website and any of the Services, including, but not limited to, Digital Assets Wallet, Digital Assets Addresses, private keys, usernames, passwords, and bank account details; and (iii) that HD does not have control of, or liability for, any products or services that are purchased or sold by third parties using the associated Platforms, Website and any of the Services. Digital Tokens in a given Digital Assets Wallet or other wallet or address are controlled by your private key and Digital Tokens in a Digital Assets Wallet or other wallet or address may be stolen or lost and otherwise unrecoverable if the private key is compromised or lost. You further acknowledge and agree that HDis not liable for any losses or issues that may arise from third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that may be triggered under these Terms of Service), quality, delivery, or satisfaction with any products purchased by means of a Digital Token transfer. In the event that you are not satisfied with any goods or services purchased from, or sold to, a third party using the Services, you must handle those issues directly with the third-party seller or buyer, as applicable. Digital Tokens may be compatible with third-party software or other technology provided by a third party. HD does not guarantee the security or functionality of third-party software or technology and is not liable for losses of Digital Tokens due to the failure or malfunction of third-party software or technology.
Transaction History: In the course of utilizing HootDex for swapping, HD may be required to share your transaction history, user information with other contractual third parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for HD to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release HD from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending Digital Tokens, including HD listed tokens, off of the Site. Digital Token transactions are not reversible. Once you send Digital Tokens to an address, whether intentionally or by a fraudulent or accidental transaction, you accept the risk that you may lose access to, and any claim on, those Digital Tokens indefinitely or permanently. You acknowledge that HD block address to our platforms and suspend your access indefinitely under various circumstances, including but not limited to, in the event that HD determines that you have engaged in a Prohibited Use (as defined in paragraph 8); when HD is directed to do so by any Government; if your Digital Assets Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when HD believes that someone is attempting to gain unauthorized access to HootDex using your Digital Tokens Wallet or other account or wallet. Digital Tokens are not legal tender and are not backed by any Government. Digital Tokens are not subject to Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor Protection Corporation protections.
Resolution of Disputes:
6.1. If you are an HD Customer, any dispute, claim, controversy or action arising out of or related to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your account(s), the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against HD. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands or of HD’s choice, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines. You and HD agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one HD user cannot and may not affect any other HD users.
JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICE BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
Prohibited Uses: You may not:
8.1. use the associated Platforms, Website or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
8.2. use the associated Platforms, Website or any Services if any applicable Laws, including but not limited to AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, prohibit, penalize, sanction, or expose the Site to liability for any Services furnished or offered to you or any of your Digital Assets Wallet(s) or Digital Assets Address(es) under these Terms of Service;
8.3. use the associated Platforms, Website or any of the Services, or any financial services of any U.S. Financial Institution, whether or not an Affiliate or Associate of HD, to facilitate, approve, evade, avoid, violate, attempt to violate, aid or abet the violation of, or circumvent any applicable Laws, including but not limited to AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
8.4. use the associated Platforms, Website or any Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the associated Platforms or Website;
8.5. use the associated Platforms, Website or any Services with anything other than Fiat, funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
8.6. use the associated Platform, Website or any Services to interfere with or subvert the rights or obligations of HD or the rights or obligations of any other website user or any other third party or cause legal liability for HD or other website users;
8.7. take advantage of any technical glitch, malfunction, failure, delay, default, or security breach on the associated Platforms or Website;
8.8. use the Site or any Services to engage in conduct that is detrimental to HD or to any other website users or any other third party;
8.9. use the associated Platforms, Website or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes in any Digital Token market with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in any Digital Token market with the intent of creating the false impression of market depth or market interest;
8.10. falsify any account, Digital Assets Wallet, or Digital Assets Address registration, exchange, or administration details provided to HD, impersonate another Person or misrepresent your affiliation with a Person;
8.11. falsify or materially omit any information or provide misleading or inaccurate information requested by HD, including at registration or during the course of administering any Services to you;
8.12. cause injury to, or attempt to harm, HD or any third party through your access to the associated Platforms, Website or any Services;
8.13. have more than one account and more than one Digital Assets Wallet on the associated Platforms or Website, or use any Digital Assets Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Assets Wallets or one time ‘throwaway’ Digital Assets Wallet may be terminated or suspended at the absolute discretion of HD;
8.14. where you are subject to prohibitions or restrictions as set forth in paragraph 3, access the associated Platform, Website or use any Services utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising your IP address or location, or access the associated Platforms, Website or use any Services using a Digital Assets Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof; or,
8.15. violate, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.
Any use, whether actual or suspected, as described in this paragraph shall constitute a “Prohibited Use”. If XMG determines that you have engaged in any Prohibited Use, HD may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any Digital Assets Wallet that you may have on the associated Platforms or Website; and, suspending or terminating your access to any Services or Fiat, funds, property, or Digital Tokens from any Digital Assets Address. HD may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in the imposition of economic costs to HD, you shall pay an amount to HD so as to render HD whole, including without limitation, the amount of taxes or penalties that might be imposed on HD.
Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: HD is committed to providing safe, compliant, and reputable Services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, HD insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting. By agreeing to these Terms of Service, you shall affirmatively certify whether (i) you are a U.S. Person or your account would be regarded as a U.S. Account; (ii) you are a Canadian Person, (iii) you are a representative of the Government of Venezuela; or (iv) you are not a U.S. Person, Canadian Person or representative of the Government of Venezuela and your account would not be regarded as a U.S. Account, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of HD. Additionally, HD may assess whether you will make, or intend to make, a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of HD. You agree to provide promptly documentation, information, or records requested by HD at any time, including, without limitation, a self-certification permitting the determination of tax residence and status under FATCA and under CRS or other applicable Laws. Such information may include, but is not limited to, self-certifications as to Controlling Persons. HD needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and HD hereby expressly reserves the right to keep such information, documentation, and records. Based on documentation, information, or records provided by you, requested by HD, or otherwise available, HD in its absolute and sole discretion may determine whether you would have access to the associated Platforms, Website or Services. Such determination will be communicated to you. Additionally, HD monitors for and assesses suspicious or sanctionable transactions under applicable AML, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with HD or abandon your application with HD. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the associated Platforms, Website or by any of you, your Affiliates, of any of HD’s Associates.
HD reserves the right to refuse registration to, to bar transactions from or to, or to suspend or terminate the administration of Services, Digital Assets Address, or Digital Assets Wallet for or with, any user for any reason (or for no reason) at any time, including but not limited to the provisions of paragraphs 8 and 11, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person, (ii) a Person from or in jurisdictions that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, or jurisdictions under increased monitoring including but not limited to Albania, Barbados, Burkina Faso, Cambodia, Haiti, Jamaica, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Senegal, South Soudan, Turkey, Uganda, United Arab Emirates and Yemen); (iii) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (iv) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (v) Person that HD determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from any U.S. Financial Institution) in violation of, causing any other Person, including any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable Laws; and (vi) any Person that fails to meet any user due diligence standards, requests, or requirements of HD, or otherwise appears to be of high risk, including but not limited to any of the foregoing factors. In lieu of refusing registration or ongoing administration of your Digital Assets Wallet, HD may perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the associated Platforms, Website and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the associated Platforms and Website has the absolute discretion to suspend or terminate Services to you immediately.
Intellectual Property:
10.1. The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are the property of HD or other third parties. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from HD or the third-party owner of the Marks, including without limitation, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
10.2. Unless otherwise indicated, all materials on the associated Platforms and Website are copyrighted by, and owned exclusively by, HD. HD reserves all rights in its copyrights. You agree not to appropriate, copy, display, or use the copyrights or other content without express, prior, written permission from HD;
10.3. You may link to the Website’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage HD’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on HD’s part without prior, express, written consent;
10.4. The associate Platforms or Website may provide certain social media features that enable you to link, send communications, or display certain content from the associate Platforms or Website. You may use these features solely as they are provided by HD. You may not establish a link from any website that is not owned by you, cause the Website or portions of it to be displayed on or by any other website (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the associated Platforms or Website that is inconsistent with any other provision of these Terms; and
10.5. The associated Platforms, Website and Services are owned by HD, its parent company, subsidiaries, licensors, affiliates or other providers, and are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by HD. Except as expressly authorized by HD or its licensors, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the associated Platforms, Website or Service in any way; (b) copy, modify, republish, distribute, or make derivative works based upon the associated Platforms, Website or Service; (c) “frame” or “mirror” the Site or Service on any other server or wireless or Internet-based device; or (d) reverse engineer or access the associated Platforms, Website or its Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the associated Platforms, Website or Service, or (iii) copy any ideas, features, functions, or graphics of the associated Platforms, Website or Service.
Your Representations & Warranties: You represent and warrant to HD as follows:
11.1. that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
11.2. that, if you are registering to use the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf;
11.3. that you understand the risks associated with using the associated Platforms and Website, that you are not prohibited or restricted from using the associated Platforms or Website by paragraph 3 of these Terms, and that you are not otherwise prohibited by applicable Laws from using the associated Platforms or Website;
11.4. that you will not use the associated Platforms, Website or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or blocked property, frozen assets, economic resources, or corruption related to any Person or Government Official under any applicable Laws, or to further any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
11.5. that you will not trade or obtain financing on the associated Platforms, Website or use any Services with anything other than Fiat, funds, or Digital Tokens that have been legally obtained by you and that belong to you;
11.6. that, to the extent not penalized by or in conflict with United States Laws, you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Services conducted under these Terms of Service, including but not limited to AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws, including FATCA and CRS;
11.7. that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws, including FATCA and CRS, as XMG may reasonably determine;
11.8. that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Services of the associated Platforms or Website directly or indirectly (i) on behalf of or for the benefit of a Sanctioned Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
11.9. that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
11.10. that neither you nor any of your Affiliates is: (i) itself or owned or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services from any Digital Assets Wallet or Digital Assets Address, that is likely to result in you or your Affiliates becoming a Sanctioned Person; or (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Assets Wallet, Digital Assets Address, or other account in, a Prohibited Jurisdiction or Government or Government Official of a Prohibited Jurisdiction;
11.11. that neither you nor any of your Affiliates has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including any Digital Tokens, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
11.12. that you will not falsify any Digital Assets Wallet registration or administration details provided to HD;
11.13. that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by HD in the course of, directly or indirectly relating to, or arising from your activities on the associated Platforms, Website or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to HD becomes incorrect, you will promptly provide corrected information to HD;
11.14. that any instructions received or undertaken through your login credentials or from your authorized e-mail address on file with HD are deemed to be valid, binding, and conclusive, and that HD may act upon those instructions without any liability or responsibility attaching to it;
11.15. that you will fairly and promptly report all income associated with your activity on the associated Platforms and Website pursuant to applicable Laws and pay any and all taxes thereon; and
11.16. that you will accurately and promptly inform HD if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
No Representations & Warranties by HD: HD makes no representations, warranties, or guarantees to you of any kind. The associated Platforms, Website and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. HD may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
No Advice: HD does not provide any investment advice or advice on trading techniques, models, algorithms, or any other schemes.
Limitation of Liability & Release: Important: Except as may be provided for in these Terms of Service, HD assumes no liability or responsibility for and shall have no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, without limitation, attorneys’ fees or the costs of any claim or suit), nor for any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses (collectively, referred to herein as “Losses”) directly or indirectly arising out of or related to:
14.1. these Terms of Service;
14.2. the associated Platforms and Website, and your use of it;
14.3. the Services, and your use of any of them;
14.4. any inaccurate, misleading, or incomplete statement by HD or on the associated Platforms or Website regarding your Digital Assets Wallet, whether caused by HD’s negligence or otherwise;
14.5. any failure, delay, malfunction, interruption, or decision (including any decision by HD to vary or interfere with your rights) by HD in operating the associated Platforms, Website or providing any Service;
14.6. any stolen, lost, or unauthorized use of your Digital Assets Wallet information, any breach of security or data breach related to your Digital Assets Wallet information, or any criminal or other third party act affecting HD or any Associate; or,
14.7. any offer, representation, suggestion, statement, or claim made about HD, the associated Platforms, Website, or any Service by any Associate;
14.8. any delay in swapping, or loss of value of HD listed tokens or the liquidity pools backing such HD listed tokens resulting from failure or insolvency of any bank, depository, custodian, borrower, or payment processor holding or processing the assets backing HD listed tokens, or from the theft of such assets, or from freezes, seizures, or other legal process asserted by a Government;
14.9. HD electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Tokens resulting from a fork of a blockchain or protocol;
14.10. your failure to effectuate the migration of your HD listed tokens to another platform or protocol identified by HD; or,
14.11. another Person using your Digital Tokens, Digital Assets Wallet, account or password, with or without your knowledge.
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.
No Waiver: Any failure by HD to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by HD in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by HD does not prevent either from exercising any other rights, powers, or remedies.
Force Majeure: HD (or any digital wallet, bank, depository or service provider where HD listed tokens may be held) is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to fires; strikes or labor disputes; riots; embargoes; floods; bank failures; Digital Token market collapse or fluctuations; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; Internet disruptions, viruses, and mechanical, power, or communications failures; security breaches or cyber attacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against or that are otherwise outside HD’s control. In the event of force majeure, HD is excused from any and all performance obligations and these Terms of Service shall be fully and conclusively at an end.
Assignment: These Terms of Service, and any of the rights, duties, and obligations contained herein, are not assignable by you without prior written consent of HD. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by HD without notice or your consent. Any attempt by you to assign these Terms of Service without written consent is void.
Severability: If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, voidness, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or voidness, as may be, and everything else in these Terms of Service continues in full force and effect.
Sharing of Personal Information: From time to time, HD receives information requests from law enforcement agencies around the world. In this context, HD might be ordered to share and/or will provide on a voluntary basis, if this appears reasonable and necessary, your Personal Information with/to law enforcement agencies and/or a Government. You hereby consent to the sharing of your Personal Information as further detailed in these Terms of Service, the Privacy Policy and the Law Enforcement Requests Policy.
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