These Terms of Service is a legal and binding contract between Power Fintech LLC, a Saint Vincent and the Grenadines limited liability company with Limited Liability Company Number 711 LLC 2020, its successors and assigns (hereinafter "PowerTrade", “our”, “us” or “we”), and the party or parties (the "Customer", “client” or “you”) accessing and/or using the Services.
In consideration of PowerTrade agreeing to provide the Services to you in connection with the purchase of Virtual Asset Derivatives and the receipt of such other services and products as PowerTrade may, in its sole discretion, determine to offer from time to time in the future and which may be purchased or sold through the Trading Platform, Customer agrees that the following rights and obligations will govern the relationship between PowerTrade and Customer.
PLEASE READ THE TERMS CAREFULLY AS THEY GOVERN YOUR RELATIONSHIP WITH POWERTRADE. IF YOU DISAGREE WITH ANY PART OF THE TERMS THEN YOU SHALL NOT ACCESS ANY SERVICES AND PRODUCTS OFFERED BY OR THROUGH POWERTRADE. THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.
IT IS YOUR RESPONSIBILITY TO FIND OUT ALL NECESSARY INFORMATION ABOUT TRADING IN VIRTUAL ASSETS, FUTURES, PERPETUAL SWAPS, OPTIONS AND OTHER VIRTUAL ASSETS DERIVATIVE INSTRUMENTS AND THE TERMS AND MAKE SURE THAT ALL RISKS AND ARRANGEMENTS ARE DISCUSSED AND CLEARLY UNDERSTOOD PRIOR TO ANY TRADING ACTIVITY.
- DEFINITIONS AND INTERPRETATION
“Account” or “Customer Account” shall mean the Trading Account and/or the Margin Account opened by PowerTrade for the Customer to use the Services.
"APIs" shall mean Application Programming Interfaces.
"Agreement" shall include these Terms of Service and all other agreements and authorizations executed by Customer in connection with the registration or maintenance of an account with PowerTrade and the use of the Services.
“Content” shall mean any data or information or documents or images on the Website, the Trading Platform and its related sites and mobile applications, data available through any APIs, and any information, documents or images on PowerTrade accounts in any third-party social media platforms, including but not limited to Twitter, Instagram, Telegram, Facebook, Discord, Github, Medium, YouTube, and Reddit.
"Customer", “client” or “you” shall mean the party (or parties) who have agreed to be bound by the terms of this Agreement.
“Customer Content” shall mean any content, feedback, suggestions, ideas, or other information or materials about PowerTrade, or the Trading Platform or the Services, that you provide to PowerTrade through the Website, the Services, or any other means including but not limited to blogs, message boards, forums and APIs (whether or not submitted through a third party).
“Futures” shall mean Virtual Asset Derivatives that give buyers the obligation to buy or sell a Virtual Asset at an agreed-upon price on a specific date.
“Intellectual Property Rights” shall include, but not limited to, any registered or unregistered patents, database rights, data protection rights, trademarks, trade secrets, trade names, corporate names, service marks, tag lines and descriptors, domain names, design, structure, layouts, graphical images, typography, color palettes, and copyrightable works, including but not limited to software applications, underlying source code, stationery, signage, promotional items, advertising and marketing materials, press releases, photographs, forms, and electronic media.
“KYC/AML & CTF Policy” shall mean the policies and procedures implemented by PowerTrade to detect and prevent money laundering, terrorist financing, and corruption.
“Leveraged Trading” shall mean the trading mechanism that allows the Customer to open a trading position in a Virtual Asset or Virtual Asset Derivatives with a greater value than the amount of Virtual Assets used for opening such trading position.
“Margin” shall mean the Virtual Assets held in the Account as collateral to maintain a Leveraged Trading position.
“Minimum Margin Requirement” shall mean the minimum amount of Virtual Assets to keep as Margin to open and/or maintain a Leveraged Trading position.
“Options” shall mean Virtual Asset Derivatives that give buyers the right, but not the obligation, to buy or sell a Virtual Asset at an agreed-upon price and date which may be purchased or sold through the Trading Platform.
“Order” shall mean an order to buy or sell a Virtual Asset, Options or Virtual Asset Derivatives placed on the Trading Platform;
“Perpetual Swaps” shall mean Virtual Asset Derivatives without expiry date that allow buyers to speculate and make a profit or loss by reference to fluctuations in the value or price of Virtual Assets.
“PowerTrade” shall, where the context so permits or requires, mean Power Fintech LLC, or its subsidiaries and affiliates and their successors and assigns.
“Prohibited Activities” shall mean the activities listed in Section 5.3. of these Terms of Service.
“Prohibited Jurisdiction” shall mean Cuba, Syria, Iran, North Korea; (i) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America; (ii) a jurisdiction where it would be illegal according to local law or regulation for you to access or use the Services; or (iii) where the provision or availability of the Services is prohibited or contrary to local law or regulation, or could subject PowerTrade to any local registration, regulatory or licensing requirements.
“Services” shall mean all the services provided by PowerTrade, including but not limited to the Trading Platform and the Website, and all the services available through the Trading Platform and the Website.
“Trading Platform” shall mean the trading platform available on the Website, mobile applications and APIs.
“U.S.” or “US” or “United States” shall mean all states of the United States of America, the District of Columbia; 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 of America.
“US Person” shall mean a U.S. citizen; (i) a U.S. lawful permanent resident; (ii) a 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; (iii) a corporation, company, partnership, or other legal entity established or organized in or under the Laws of the United States; (v) an individual, a corporation, company, partnership, or other legal entity which engages in a trade or business in the United States and generates income from sources within the United States connected with the conduct of that trade or business; (vi) any estate of a decedent who was a U.S. citizen or a U.S. lawful permanent resident; or a protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act; (vii) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and/or one or more US Persons have the authority to control all substantial decisions of the trust, and/or one or US Persons are designated as settlors, trustees, protectors or beneficiaries; (viii) 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; or (ix) any person who is subject to taxes in the US.
“Virtual Asset Derivatives” shall mean contracts between two or more parties whose value is based on an underlying Virtual Asset. Virtual Asset Derivatives include but are not limited to Options, Perpetual Swaps, Futures, and other instruments such as forwards, and contracts for difference.
“Virtual Assets'' shall mean encrypted currencies or digital assets or digital tokens or virtual currencies or cryptocurrencies which are based on distributed ledger technology and can be digitally traded, or transferred. For the avoidance of doubt, Bitcoin and Ether are Virtual Assets.
“Website” shall mean https://power.trade, any subdomains, related domains, mobile applications, and all their downloadable material and e-mails.
1.2. Construction. In this Agreement, unless the context otherwise requires
a). words importing the singular include the plural and vice versa;
b). words importing a gender include both gender and the neuter;
c). words importing persons include companies, associations and bodies of persons whether corporate or not;
d). the words: “may” shall be construed as permissive; “shall” or “will” shall be construed as imperative;
e). the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation;
f). the terms “hereof”, “herein” and “hereunder” refer to the Terms as a whole and not to any particular provision of the Terms; and
g). the headings contained in these Terms are for reference purposes only, and shall not affect in any way the meaning or interpretation of the Terms.
a). You understand, acknowledge and agree that the method of communication between PowerTrade and you shall be electronically via email. We will use the email address registered on your account as our means of communicating with you. You agree to keep your email address up-to-date, check your email frequently and immediately notify us if there are any changes.
b). Unless provided herein, you understand, acknowledge and agree that delivery of any communication to the email address registered in your account is considered valid, and will be deemed to have been acknowledged as authorized, correct, approved, and confirmed by you unless we have received written notice to the contrary within three (3) business days from the date the communication was sent. If any email communication is returned as undeliverable, PowerTrade retains the right to block your access to your Account until you provide and confirm a new and valid email address.
c). You understand, acknowledge and agree that PowerTrade shall not be responsible to you for information obtained through non-official channels of PowerTrade. If you have any questions or concerns related to the truthfulness of information sent in the name of PowerTrade, please contact us immediately.
d). You understand, acknowledge and agree that it is a violation of these Terms to make any misstatement of a material fact to PowerTrade, or the PowerTrade Entities.
PowerTrade reserves the right, at its sole discretion, to modify or replace these Terms at any time, with or without notice to the Customer. Any such modification will be effective immediately upon public posting. Your continued use of the Services following any such modification constitutes your acceptance of these modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. PowerTrade encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services.
4. CUSTOMER REPRESENTATIONS AND WARRANTIES
By accessing and/or using the Services, 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 have all necessary rights and authority to bind such legal entity, and (i) you are legally permitted to use the Services in your jurisdiction, and (ii) you are legally permitted to own cryptocurrencies in your jurisdiction;
c). you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that PowerTrade is not liable for your compliance with such laws,
d). your use of the Services does not constitute a breach of the laws of your jurisdiction;
e). you understand the inherent risks associated with Virtual Assets, and trading Virtual Assets, and Virtual Asset Derivatives;
f). you have a working understanding of the usage of Virtual Assets, smart contract based tokens, and blockchain-based software systems;
g). you have sufficient investment knowledge and experience and the capacity to take risks arising from trading in derivatives;
h). you have knowledge and experience in highly volatile markets;
i). you trade with funds you can afford to lose, and have a high-risk tolerance;
j). you will not carry out any activity that (i) involves proceeds from any illegal or unlawful activity (including money laundering or terrorism financing); or (ii) violates, or could violate, any applicable law;
k). you will not be involved or initiate any form of market manipulation;
l).you will not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Trading Platform;
m). you will not transmit or input into the Trading Platform any files that may damage any other person’s computing devices or software; content that may be offensive; or material or data in violation of any law;
n). you own and have full control of the Virtual Asset wallet address used for withdrawals of your Account;
o). you are the legal owner (or an authorized agent of the legal owner) of the funds you deposit to your Account, and that these funds are derived from a legitimate source;
p). you will not use any method or services to mask your internet protocol address or your internet traffic or current location or real internet connection, including but not limited to virtual private networks, proxy servers, Tor browser;
q). you are not a national and/or resident of a Prohibited Jurisdiction;
r). you are not by reason of your nationality, domicile, citizenship, residence or otherwise subject to the laws of a Prohibited Jurisdiction;
s). you are not a US Person; and
t). you are are not, and have not been involved in a transaction with a person who is, 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”. PowerTrade 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.
Your access or use of the Services is at your sole risk, and you are solely responsible for any losses, damages or costs resulting from using or accessing the Services. The Services do not constitute investment advice or any marketing, or promotion or offer of any product or investment to you or any third party. 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. PowerTrade shall in no event be held liable for any loss or other damages, including but not limited to special, incidental, consequential, or other damages. Without limiting the foregoing, PowerTrade does not represent or warrant that the Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components. By accessing and/or using our Services, you agree that PowerTrade shall not have any liability, contingent or otherwise, to you or to any third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between PowerTrade and you, regardless of cause.
6.1. Identity Verification. When you use or access the Services or register an Account, we will ask for your name, physical address, mailing address, date of birth, and other information, and documents that will allow us to identify you in line with the KYC/AML & CTF Policy. When you register and maintain an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Account. You also agree to provide us, when registering an Account and as requested on an ongoing basis, with any additional information for the purposes of identity verification and the detection and prevention of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation, a copy of your government-issued photo ID, a photography of you holding your government-issued photo ID, a video-verification of you holding your government-issued photo ID, evidence of your residential address (such as a utility bill), evidence of the source of funds, evidence of the source of wealth, and evidence of your good character. You authorize us to keep a record of such information and to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and others against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to regulatory or enforcement agencies. You acknowledge, understand and agree that your access and/or use of the Services may be subject to limits or restrictions in line with the KYC/AML & CTF Policy. We reserve the right to change applicable limits as we deem necessary in our sole discretion. You further acknowledge, agree and understand that we reserve the right to charge you fees and expenses associated with conducting Identity Verification.
6.2. Security of your Account. You are exclusively responsible for maintaining the confidentiality and security of the credentials for accessing your Account or devices you use to access and/or use the Services, and for ensuring that no unauthorized person has access to your Account, or any device that you utilize in connection with the Services. We shall not be liable for any loss or damage arising from your failure to protect your Account.
6.3. Prohibited Activities. In connection with your access and/or use of the Account or the Services, you shall not:
a). use the Services for resale or commercial purposes, including transactions on behalf of other persons or entities;
b). 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 access and/or use of the Services;
c). 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;
d). place or accept simultaneous buy and sell Orders on the Trading Platform that could potentially execute against each other, neither you or in connection with a person known to you;
e). place or accept buy and sell Orders on the Trading Platform at the same price, where you or a person which is known to you reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (commonly known or referred to as wash trades);
f). place or accept buy and sell Orders on the Trading Platform based upon non-public information regarding an impending transaction by another Customer;
g). enter into non-competitive transactions on the Trading Platform for the purpose of assisting another person to engage in transactions that are in violation of the Terms or any applicable laws or regulations;
h). engage in any trading, practice, or conduct on the Trading Platform that is commonly known as "spoofing" (bidding or offering with the intent to cancel the bid or offer before execution).
i). place or cause to be placed (i) an Order with the intent, at the time of entry, to cancel the Order before execution or to modify the Order to avoid execution, (ii) an Order or actionable or non-actionable message or messages with the intent to mislead other Customers, (iii) an Order or actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of the Trading Platform or other Customers, or (iv) an Order or actionable or non-actionable message 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;
j). engage in any money laundering, terrorism financing or fraduluent activity;
k). infringe upon our Intellectual Property Rights or any third party’s copyright, patent, trademark, or other intellectual property rights;
l). 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;
m). transmit or upload any material to the Website, or the Trading Platform, that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
n). attempt to gain unauthorized access to or use of the Website, the Trading Platform, the APIs, other Accounts, or computer systems connected to the Services;
o). 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 the Website, the Trading Platform or the Services;
p). probe, scan or test the vulnerabilities of the Website, the Trading Platform or the Services or any network connected to the properties, or violate any security or authentication measures on the Website, the Trading Platform or the Services;
q). provide false, inaccurate, incomplete or misleading information;
r). distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
s). use a web crawler or similar technique to access our Services or to extract data;
t). reverse engineer or disassemble any aspect of the Website, APIs, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
u). perform any unauthorized vulnerability, penetration or similar testing on the API;
v). attempt to gain unauthorized access to or use of the Website, other Accounts, computer systems, or networks connected to the Website, through password mining or any other means;
w). transfer any rights granted to you under these Terms; or
x). engage in any behavior which violates the Terms or is otherwise deemed unacceptable by us in our sole discretion.
6.4. Account Registration Refusal. You acknowledge, understand and agree that PowerTrade reserves the right, in its sole discretion, to deny the registration of any Account and/or to any Customer and/or to refuse your access and/or use of any of our Services at any time for any reason.
6.5. Virtual Assets Wallet. Using the Virtual Assets’ wallet of your Account is at all times your responsibility and is at your own risk. We shall not be liable for, and you shall assume full liability for, the loss of Virtual Assets held in or transferred from or to your Account, including, but not limited to, unauthorized access by a third party, loss or violation of your passwords, private keys or mistakes or errors derived from transferring from and to wrongs Virtual Asset public keys or addresses, or derived from a mismatch between the distributed ledger network of the sender address or public key and the recipient address or public key (“Blockchain Mismatch”). In the case of a loss of Virtual Assets due to Blockchain Mismatch occurring when transferring Virtual Assets to your Account, PowerTrade is not responsible for any losses or fortaking any actions to attempt to recover such Virtual Assets. If the Virtual Assets lost due to a Blockchain Mismatch are recoverable, PowerTrade may in its sole discretion attempt to recover the Virtual Assets in exchange for a fee or charge, determined by PowerTrade in its sole discretion. The Customer acknowledges, understands and agrees that the results from such recovery efforts are not guaranteed, and PowerTrade shall not be liable for unsatisfactory results from such recovery efforts.
6.6. Withdrawal of Virtual Assets. You may withdraw your available Virtual Assets from your Account, provided that i) you execute a withdrawal request; (ii) your withdrawal request exceeds the minimum withdrawal requirement as determined by PowerTrade from time to time; and iii) you meet the Minimum Margin Requirements. We are not responsible, nor liable, for any distributed ledger network fees (also known as “gas”) that may apply to your withdrawal request or otherwise your transfer of Virtual Assets from your Account. You acknowledge, understand and agree that we may not be able to immediately execute any withdrawal request. Although we shall use our best efforts to execute a withdrawal request within reasonable time, we make no commitment or guarantee with respect to the processing time to execute a withdrawal request. We are not liable for any damages incurred due to a delay in executing your withdrawal request.
6.7. Dormant Accounts and Unclaimed Property. In the event, there are Virtual Assets in your Account, and we are unable to contact you and have no record of your access and/or use of the Services or a Trading Platform for a period of time, we may be required by law to report these Virtual Assets as unclaimed property to the relevant jurisdiction. If this occurs, we will attempt to locate you at the last known address in our records, but if we are unable to locate you, we may be required to deliver any such Virtual Assets to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed Virtual Assets.
6.8. Account History. A historical record of your transactions on your Account and the Trading Platform ("Account History") may be available on your Account. You acknowledge, understand and agree that the Account History shall not be treated as a valuation of your Account. We use commercially reasonable efforts to ensure that the information contained in your Account History and any notices PowerTrade provides to you are accurate and reliable; however, errors may occur from time to time and such errors do not impact the actual means and results of a given transaction. It is your sole responsibility to review your Account History and any notices. Any transaction listed in your Account History, or other communication including, but not limited to, Order, Trade or other receipts sent to your email on record shall be deemed and treated as authorized, correct, approved, and confirmed by you unless we receive written notice to the contrary within three (3) business days from the date the transaction was listed or the communication was sent (as the case may be).
7. GENERAL USE, PROHIBITED USE AND TERMINATION
7.1. Limited License. We grant you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services through your Internet compatible devices for your personal/internal purposes subject to the terms of this Agreement, to access and use the Site and the Services solely for approved purposes as permitted by PowerTrade from time to time. You hereby agree that when you use the Services, PowerTrade does not transfer the Services or any Intellectual Property Rights to you.
7.2. Accuracy of the Website, the Trading Platform, and Related Media. Although we intend to provide accurate and timely information, 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 terms, policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Website, the Trading Platform 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 parties) 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 Website or the Services.
7.3. Unaffiliated Third-Party Access. If, to the extent permitted by PowerTrade from time to time, you grant express permission to an unaffiliated third party to access to your Account, 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 the Terms. 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 PowerTrade responsible for, and will indemnify PowerTrade from, any liability arising out of or related to any act or omission of any unaffiliated third party with access to your Account.
7.4. 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. 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 Activity.
7.5. Suspension, Termination, and Cancellation.
a). We may suspend, freeze, restrict, or terminate your access to any or all of the Services, and/or 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 Activity; (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 PowerTrade deems as breaching the Terms.
b). If PowerTrade suspends, freezes, restricts or terminates your Account, and/or your access and/or use of the Services for any reason, we may provide you with notice of our actions unless a court order or other legal process prohibits PowerTrade from providing you with such notice. You acknowledge that PowerTrade’s decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that PowerTrade is under no obligation to disclose the details of its risk management and security procedures to you.
c). You acknowledge, understand and agree that if we determine, in our sole discretion, that you have breached the Terms, we have the right to debit from your Account (i) the value of any trading fee discounts or rebates that you have received in connection with the Terms at any time after one year preceding the date on which we become aware of you having breached the Terms and (ii) any other damages suffered by us as a result of you breaching the Terms.
d). You further acknowledge and agree that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other Customer or person to breach the Terms, you and that Customer or person will be jointly and severally liable for the whole value of any trading fee discounts, rebates, and/or damages to which we are entitled under the Terms and any such amounts may be debited, in our sole discretion, from your account, that Customer’s or person’s account. We will deduct any such amounts from the respective Account(s) sufficient Virtual Assets calculated by using the prevailing market price.
e). You acknowledge, understand and agree that PowerTrade has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant laws and regulations without your consent or prior notice.
7.6. Account Balance After Account Termination. When the Account is terminated, the remaining Account balance will be used to settle the charges and liabilities owed to PowerTrade. Upon payment of all outstanding charges and liabilities owed to PowerTrade (if any), Customer will have ten (10) business days to withdraw the Virtual Assets from the Account. In case that the Account Termination is due to fraud, violation of the law, money laundering, terrorist financing or a breach of these terms, we reserve the right to maintain full custody of the Virtual Assets which may be seized by government or enforcement authorities.
7.7. Relationship of the Parties. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and PowerTrade to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or PowerTrade to be treated as the agent of the other.
7.8. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all user IDs, passwords that you use to access the Services. You are strongly encouraged to use two-factor authentication in accessing the Website and the Services, and may adjust their security features in their user settings. If you suspect or become aware of any unauthorized use of your Account, you should notify PowerTrade immediately. PowerTrade assumes no liability for any loss or damage arising from the access and/or use of your Account by you or any third party with or without your authorization.
7.9. 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.
8. INTELLECTUAL PROPERTY
8.1. All rights reserved. All Intellectual Property Rights relating to the Website, the Trading Platform, the Content, the Customer Content, and the Services are the property of PowerTrade. You acknowledge that all Intellectual Property Rights of PowerTrade in the Website, the Trading Platform, the Content, the Customer Content, and the Services shall remain the property of PowerTrade.
8.2. No right to use. You are not granted any right to use, and may not use, any of Intellectual Property Rights of PowerTrade other than as set out in these Terms and subject to the following:
a). you may only view and use the Services, the Website, the Trading Platform, the Content or the Customer Content for your own personal use and may not copy, reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use the use the Services, the Website, the Trading Platform, the Content or the Customer Content in any way for non-personal, public or commercial use without the prior written consent of PowerTrade;
b). you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in any part of the Website, the Trading Platform, the Content, the Customer Content, and the Services;
c). 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 or the Customer Content;
d). 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;
e). 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; and
f). you may not use any data mining, robots or similar data-gathering or extraction methods.
8.3. Customer Content. By submitting any Customer Content you warrant that you are entitled to, and have all necessary Intellectual Property Rights of the Customer Content submitted. We reserve the right to disclose your identity to any third party who claims that any of your Customer Content constitutes a violation of their Intellectual Property Rights or of their right to privacy. You hereby transfer all rights, ownership and interests of your Customer Content and all related intellectual property rights to PowerTrade. You have no right and hereby waive any request for acknowledgment or compensation based on any Customer Content, or any modifications based on any Customer Content.
9. GENERAL RISK DISCLOSURES
Trading Virtual Assets, Options, Futures, Perpetual Swaps and Virtual Asset Derivatives is risky and you should never trade more than you can afford to lose. The following list of risks associated with Virtual Assets, and Virtual Asset Derivatives, and the Services is not exhaustive. Please read the Risk Disclosure Statement for further information.
a). Virtual Asset prices are highly volatile and trading in Virtual Assets is extremely risky. In addition, several factors may affect market liquidity for a particular Virtual Asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the Virtual Asset, or unexplainable price volatility. By using the Services, you accept the risk of trading Virtual Assets, Futures, Perpetual Swaps, Options and Virtual Asset Derivatives. 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 Virtual Asset.
b). We do not advise on the merits of any particular Virtual Assets, Virtual Assets Derivatives, Futures, Perpetual Swaps or Options. 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 shall not be considered as investment or financial advice and should not be construed as such. BUYING OR SELLING VIRTUAL ASSETS OR VIRTUAL ASSET DERIVATIVES IS SOLELY THE USER’S DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.
c). We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our Website or Services may be interfered with by numerous factors outside of our control.
d). Companies operating trading facilities in Virtual Assets (“Virtual Asset Trading Platforms”) could provide incorrect, delayed, or otherwise flawed data for a variety of reasons, including as a result of software bugs and the limited oversight on markets for Virtual Assets. Such poor data could misinform the Customer trading strategies or engender inaccurate price discovery mechanisms. Errors, fraud, and other issues with Virtual Asset Trading Platforms have resulted in extensive, irretrievable losses on multiple occasions in the recent past. The underlying software and mechanisms for the Virtual Asset Trading Platforms could malfunction, executing trades for the Customers at faulty prices and adversely affecting the Customer investments. In general, errors and unreviewable decisions by Virtual Asset Trading Platforms could adversely impact the value of the investment of the Customers.
e). The software protocols that underlie Virtual Assets are typically open source projects, which means that (i) the development and control of such Virtual Assets is outside of PowerTrade’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Virtual Asset.You are aware of and accept the risk of operational challenges. PowerTrade may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Trading Platform or the Services. You understand that the Trading Platform or the Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold PowerTrade accountable for any related losses. You acknowledge, understand and agree that the technology underlying Virtual Assets is subject to change at any time, and such changes may affect your assets stored on the Trading Platform. You claim full responsibility for monitoring such technological changes and understanding their consequences for your Virtual Assets. Customers conduct all trading on their own account and PowerTrade does not take any responsibility for any loss or damage incurred as a result of your access and/or use of the Trading Platform or the Services or your failure to understand the risks involved associated with Virtual Assets use generally or your use of the Trading Platform or the Services
f). PowerTrade cannot prevent or mitigate attacks on distributed ledger networks and has no obligation to engage in activity in relation to such attacks. In the event of an attack, PowerTrade reserves the right to take commercially reasonable actions, including, but not limited to, if we confirm that a Virtual Asset’s network is compromised or under attack, immediately halting trading, deposits,and withdrawals for such Virtual Asset. If such an attack caused the Virtual Asset to greatly decrease in value, we may discontinue trading in such Virtual Asset or its related Virtual Asset Derivatives entirely. Resolutions concerning deposits, withdrawals and Customer balances for a Virtual Asset that has had its network attacked will be determined on a case-by-case basis by PowerTrade in its sole discretion. PowerTrade makes no representation and does not warrant the safety of the Trading Platform and you assume all liability for any lost value or stolen property.
g). Your Virtual Assets held in your Account are not eligible for any public or private deposit insurance protection.
10.1. Virtual Assets and Virtual Asset Derivatives Trading. When trading Virtual Assets and Virtual Assets Derivatives, you acknowledge and agree that
a). you have read and understood the Terms, Options Specifications, Futures Specifications, and Perpetual Swaps Specifications, Rules and Requirements for Leveraged Trading, as amended from time to time;
b). you shall trade in Virtual Assets and Virtual Asset Derivatives at your own risk;
c). Virtual Assets and Virtual Assets Derivatives prices are affected by actual market conditions, which are beyond PowerTrade’s control, and subject to enormous market fluctuations;
d). you are solely responsible and liable for knowing the situation of any position;
e). you may not be able to liquidate a position when there is no insufficient market liquidity or technical issues; and
f). your trades may result in a partial or full loss of all the funds deposited in your Account.
10.2. Order Execution. Due to network delay, computer system failures and other force majeure, which may lead to delay, suspension or deviation of the Services, including but not limited to the Trading Platform. PowerTrade shall use commercially reasonable effort to ensure but not promise that the Trading Platform execution system runs stably and effectively. PowerTrade does not take any responsibility if the final execution does not match your expectations due to the above factors.
10.3. Fees. Fees arising out of PowerTrade providing Services are set forth here, you agree to pay all applicable non-refundable fees and you authorise PowerTrade to automatically deduct fees directly from the balance of your Account. We may, at our discretion, update the fees at any time.
10.4. Counterparty. PowerTrade or any of its Affiliated Entities may act as principal, counterparty, or market-maker in the transactions effected through the Services. Such orders will be treated the same as Customer orders.
10.5. Transaction Reversals. The Customer acknowledges and agrees that PowerTrade reserves the right of reversing transactions or trades made by the Customer in the case of a malfunction of the software systems of the Trading Platform, unfair market circumstances determined in the sole discretion of PowerTrade, and transactions arising from Prohibited Activities including but not limited to market manipulation and market abuse, or a breach of the Terms. The Customer acknowledges and agrees that PowerTrade has the right to claim and has the right to receive reimbursement from the Customer of all costs and losses incurred by PowerTrade as the result of Transaction Reversals.
10.6. Cancellation of Transactions. You shall not cancel, reverse, or change any transaction marked as "complete", "under review" or "pending" (or other words to similar effect). If your transaction is not successful or if your Account has insufficient Virtual Assets, you authorise PowerTrade, in its sole discretion, either to cancel the transaction or to debit your Account, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient Virtual Assets, or Fees.
10.7. Marketplace Controls. In an effort to foster a fair and orderly market, we have put in place marketplace controls as we may prescribe from time to time in accordance with our internal policies ("Marketplace Controls"), including without limitation automatic cancellation of any order, or the remaining portion of any order, on a continuous order book that would move the market price substantially (i.e. more than 10%) in either direction as compared to the prior prevailing market price, or prohibitions from crossing with yourself on a continuous order book. Your acceptance of these Terms is considered to be your acceptance of our Marketplace Controls. We reserve the right to change or modify our Marketplace Controls at any time, and any changes will take effect immediately upon our notification of such change. You acknowledge and agree that by logging into your Account and/or accessing and/or using the Services following any change to our Marketplace Controls, you are agreeing to our revised Marketplace Controls.
10.8. Forks. Virtual Assets are based on an open source protocol. Anyone may clone the source code of the Virtual Asset and develop a diverging blockchain protocol without prior permission by anyone else, also known as “Forks”. Forks can be made to any Virtual Asset that may change the usability, functions, value or even name of a given Virtual Asset. Such Forks may result in multiple versions of a Virtual Asset Asset and could lead to the dominance of one or more such versions of a Virtual Asset Asset (each a “Dominant Virtual Asset”) and the partial or total abandonment or loss of value of any other versions of such Virtual Asset (each a “Non Dominant Virtual Asset”). PowerTrade is under no obligation to support a Fork of a Virtual Asset that you hold in your Account, whether or not any resulting version of such forked Virtual Asset is a Dominant Virtual Asset or Non-Dominant Virtual Asset or holds value at or following such Fork. Forks of Virtual Assets can be frequent, contentious and unpredictable, and therefore cannot be consistently supported on PowerTrade. When trading or holding Virtual Assets using your Account, you should operate under the assumption that PowerTrade will never support any Fork of such Virtual Asset. If PowerTrade elects, in its sole discretion, to support a Fork of a Virtual Asset, it may choose to do so by making a public announcement through the Website or otherwise notifying Customers, and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If PowerTrade Trading, in its sole discretion, does not elect to support a Fork of a given Virtual Asset, including the determination to support, continue to support, or cease to support any Dominant Virtual Asset or Non Dominant Virtual Asset, PowerTrade PowerTrade assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Virtual Asset
11. LEVERAGED TRADING
11.1. Leveraged Trading. The Trading Platform provides Customers the possibility to enter into Leveraged Trading in Virtual Assets and Virtual Asset Derivatives. Leveraged Trading carries significant risk, as it could result in the loss of all the Virtual Assets held in your Account. PowerTrade requires the Customer to deposit Margin to open a Leveraged Trading position, and meet the Minimum Margin Requirement to maintain a Leveraged Trading position. Leveraged Trading may work to your advantage or disadvantage, which may result in major gains but also major losses, and you may lose all your Virtual Assets held in the Account. By conducting Leveraged Trading, you acknowledge and agree that:
a). you conduct all your trading decisions on your own, and are fully responsible for your activities;
b). PowerTrade assumes no liability for any loss or damage caused by your use of Leveraged Trading;
c). you shall not suffer losses that exceed the amount of Virtual Assets you deposited in your Account;
d). your failure to maintain a sufficient amount of Margin shall result in the forced-liquidation of your positions;
e). PowerTrade may at its discretion take any measure necessary to ensure that your potential losses do not exceed the amount of Virtual Assets held in your Account, including but not limited to liquidate your Leveraged Trading Position and debit Virtual Assets’ balance of your Account to cover your losses;
f). in order to avoid a forced-liquidation of your positions, we may, at our own discretion, request additional Virtual Assets to be deposited in your Account to properly support your Leveraged Trading positions and meet the Minimum Margin Requirement. Failure of the Customer to meet such Minimum Margin Requirement may lead to forced-liquidation of the Customer’s open Leveraged Trading positions, with a resultant loss; and
g). PowerTrade may establish rules and policies for Leveraged Trading Accounts, including but not limited to minimum account size, trading limits, Minimum Margin Requirements, investment time period, commissions and fees, leverage size per trade, mark ups, rules relating to stop losses and limits, rules relating to rollovers, rules relating to Margin or Health Level warnings, or any other financial arrangement, and that such rules and provisions may be changed by PowerTrade from time to time.
11.2. Margin Requirement. For Customer's protection, PowerTrade implements a risk management engine (“Risk Engine”) to assist Customers with managing the risks of their open Leveraged Trading positions of being automatically liquidated, as well as avoiding risks of losses exceeding the Virtual Assets deposited in the Customer Account due to an event of volatile fluctuations in value of the purchased Virtual Assets and/or Virtual Asset Derivatives. The Risk Engine assigns a health level representing the risk of liquidation of open Leveraged Trading positions in each Customer Account (“Health Level”). There are four Health Levels - “Normal”, “At Risk”, “Critical”, “Liquidate” - which are determined depending on the Margin maintained in the Account, the open trading positions and the market prices of the relevant Virtual Assets and/or Virtual Asset Derivatives and/or the Liquidation Fees applicable at any given point of time. If the Customer Account drops below the Minimum Margin Requirement, the Health Level of the Account is set At Risk. If the Account is At Risk, any further movement of the market against Customer’s open positions may turn the Health Level to “Critical”. If the Health Level of a given account is “Critical”, all of Customer's open transactions shall be automatically closed by PowerTrade in order to avoid trading losses and Liquidation Fees to exceed Virtual Assets deposited in the Customer Account. Minimum Margin Requirements, Health Levels, as well as rules and requirements for Leveraged Trading Accounts are set forth here. We may, at our discretion, update and/or change the Minimum Margin Requirements, Health Levels, and the rules and requirements for Leveraged Trading may change at any time. The Customer acknowledges and agrees that
a). the Customer is responsible to maintain the Minimum Margin Requirements and the Health Level of the Account as Normal at all times;
b). PowerTrade has absolute discretion to determine the Health Level of the Account and the Minimum Margin Requirements;
c). PowerTrade may update and/or change the Minimum Margin Requirements, Health Levels, and the rules and requirements for Leveraged Trading Accounts at any time by giving not less than twelve (12) hours’ notice to the Customer;
d). PowerTrade has the right to liquidate any open Leveraged Trading position if the Customer does not meet the Minimum Margin Requirement at any time, and the Health Level of the Account is set as Critical at any time;
e). if his Account Health Level is Critical, PowerTrade may automatically liquidate his open trading positions; and
f). a failure to maintain the Minimum Margin Requirement shall result in the forced-liquidation of his trading positions.
In addition and without prejudice to the other provisions of the Terms, PowerTrade shall have the right to require such additional Margin in the Account as and when it deems fit, where the purchased Virtual Assets and/or Virtual Assets Derivatives carried in the Account are subject to unusually rapid or volatile fluctuations in value, or are deemed not able to be liquidated promptly, or where such Virtual Assets and/or Virtual Assets Derivatives do not have an active market, or for any other reason whatsoever. Any communication from PowerTrade to the Customer stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event.
11.3. Customer’s Undertaking. You hereby agree and undertake to maintain the Minimum Margin Requirement and otherwise observe, perform and comply with all the covenants, undertakings, stipulations, terms and conditions and obligations under these Terms and any other rules and requirements for Leveraged Trading Accounts published on the Website.
11.4. Distress Positions. In the event where the market continues moving against your open Leveraged Trading Positions, the distressed positions in your Account can be taken over by transferring to liquidity providers and/or Customers with the largest opposing positions through an auto-deleveraging process
11.5. No Liability. You acknowledge and agree that we shall not be liable to you for any loss that you incur because of:
a). PowerTrade changing or updating the Minimum Margin Requirements, Health Levels, as well as rules and requirements for Leveraged Trading Accounts;
b). your failure to maintain the Minimum Margin Requirement;
c). any failure of the Risk Engine to assign the appropriate Health Level to your Account at any time; or
d). a forced liquidation of your trading positions
11.6. Leveraged Trading Fees. PowerTrade shall charge a Liquidation Fee to a Customer in the event of a forced-liquidation (“Liquidation Fees”). PowerTrade reserves the right to apply any other Leveraged Trading-related fees. All fees will be debited against the Customer Account as soon as they are due and payable. Liquidation Fees and other Leveraged Trading-related fees are set forth here. We may, at our discretion, update such fees at any time.
12. LIQUIDATION OF ACCOUNTS AND PAYMENT OF DEFICIT BALANCES
In the event of
a). the death or judicial declaration of incompetence of the Customer;
b). the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against Customer;
c). the filing of an attachment against any of Customer’s accounts carried by PowerTrade insufficient margin, or PowerTrade’s determination that any Margin deposited to protect one or more accounts of Customer is inadequate, regardless of current market quotations, to secure the account;
d). Customer’s failure to provide us with any information requested pursuant to this agreement or any applicable law; or
e). any abuse of trading practices, manipulations and/or fraud by Customer or any other person authorized to use the account; or
f). any other circumstances or developments that we deem appropriate for its protection, and in PowerTrade’s sole discretion,
it may take one or more, or any portion of, the following actions: (i) satisfy any obligation Customer may have, either directly or by way of guaranty of suretyship, out of any of Customer’s funds or property in PowerTrade’s custody or control; (ii) sell any or purchase any or all Options, Futures, Perpetual Swaps, or Virtual Asset Derivatives held or carried for Customer; and (iii) cancel any or all outstanding orders or contracts, or any other commitments made on behalf of Customer. Any of the these actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice to Customer, Customer’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall be solely Customer’s or held jointly with others. Prior demand or notice of sale or purchase shall not be considered a waiver of PowerTrade’s right to sell or buy at any time in the future without demand or notice as provided above.
In liquidation of Customer’s long or short positions, PowerTrade may, in its sole discretion, offset in the same settlement or it may initiate new long or short positions in order to establish a hedge which in PowerTrade’s sole judgment may be advisable to protect or reduce existing positions in Customer’s account.
Neither PowerTrade nor any of its subsidiaries, affiliates or agents shall be responsible for any loss or damage caused due to closing of positions in accordance with the above.
You agree to indemnify and hold PowerTrade, its subsidiaries, affiliates, agents, employees, agents, successors and assigns ("PowerTrade Entities”) harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by any of PowerTrade Entities arising out of Customer’s failure to fully and timely perform Customer’s obligations herein or under any Third Party License or should any of Customer's representations and warranties fail to be true and correct. You also agree to pay PowerTrade Entities promptly all damages, costs and expenses, including attorney’s fees, incurred in the enforcement of any of the provisions of this Terms and any other agreements between PowerTrade and the Customer. In addition to any limitations of liability specified elsewhere in these Terms, PowerTrade Entities shall not be held liable and are released from all claims and losses incurred in such regard if the claim or loss was caused or contributed to by:
a). The actions or omission to act on the part of Customer;
b). Any act or omission by any person obtaining access to Customer's account, whether or not Customer has authorized such access or not;
c). System malfunction, equipment failure (whether Customer's equipment or PowerTrade’s equipment), system interruption or system unavailability;
d). Delays, failure or errors in implementing any instruction;
e). Inaccurate or incomplete instructions received by PowerTrade’s from Customer, or
f). Any reliance or use by Customer or any other third party with access to Customer's account of any financial and market data, quotes, news, analyst opinions, research reports, graphs or any other data or information whatsoever available through the trading platform or any Third Party License, whether to complete a transaction on the trading platform or for any other purpose whatsoever.
PowerTrade Entities reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
14. DISCLAIMER OF WARRANTIES / LIMITATION OF LIABILITY
14.1 PowerTrade Entities shall not be responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions beyond the control of PowerTrade including, without limitation, loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders and/or information due to breakdown or failure of transmission or communication facilities, or electrical power outage.
14.2. Neither PowerTrade nor any of its subsidiaries, affiliates or agents warrants that the Trading Platform or any of the Services will be available without interruption or will be error free and such trading platform and services are being provided "AS IS" without any representation or warranty of any kind whatsoever except as otherwise set forth herein.
14.3. Under no circumstances shall PowerTrade or any of its subsidiaries, affiliates or agents be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, the Trading Platform or the Services including but not limited to lost profits, loss of business, trading loss, loss of data or use of data, any unauthorized access to, alteration, theft or destruction of Customer's computers, computer systems, data files, programs or information, or costs of procurement of substitute goods or services.
14.4. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL POWERTRADE ENTITIES 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 THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF POWERTRADE ENTITIES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE POWERTRADE ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF POWERTRADE ENTITIES GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF POWERTRADE ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF THE SERVICES OFFERED BY OR ON BEHALF OF POWERTRADE ENTITIES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE 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 POWERTRADE ENTITIES UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. POWERTRADE ENTITIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE POWERTRADE ENTITIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY, SUITABILITY AND PERFORMANCE OF ANY VIRTUAL ASSETS, VIRTUAL ASSET DERIVATIVES, THE SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POWERTRADE ENTITIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. POWERTRADE ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE WEBSITE, ANY PART OF THE SERVICES, THE TRADING PLATFORM, MOBILE APPLICATIONS OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15. NO WAIVER
From time to time, PowerTrade may fail to require or strictly enforce compliance with relation to any provision in these Terms. PowerTrade may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of PowerTrade's right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by PowerTrade of any condition, provision, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
16. GOVERNING LAW AND JURISDICTION
These Terms, and any terms announced on the Website are governed and shall be shall be governed by and construed in accordance with English law without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of Section 16. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the non-exclusive jurisdiction of the courts of Saint Vincent and the Grenadines.
17. SUBMISSION TO ARBITRATION
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to these Terms, and any terms announced on the Website (including with respect of their validity, existence, or termination), any Services, action or transaction under or contemplated by these Terms, (any "Dispute") that is not settled by you and PowerTrade within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration. Further, the parties hereby agree that:
a). To attempt informal resolution prior to any demand for arbitration for at least 30 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 the Terms, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Singapore International Arbitration Centre (“SIAC”) rules;
c). That the number of arbitrators shall be one;
d). That the place of arbitration shall be the SIAC, unless the Parties agree otherwise;
e). That the language to be used in the arbitral proceedings shall be English;
f). That the courts in Saint Vincent and the Grenadines have non-exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration;
g). That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and
h). That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.
18. WAIVER OF CLASS ACTION RIGHTS AND CLASS WIDE ARBITRATION
You and PowerTrade agree that any claims relating to these Terms or to your relationship with PowerTrade as a Customer of PowerTrade Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and PowerTrade further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
20.1. 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.
20.2. Severability. If any provision of the Terms 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 the Terms shall not be affected.
20.3. 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.
20.4. 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.
20.5. Third Party Rights. The Terms are 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 the Terms, and no other person shall assert any rights as a third party beneficiary hereunder.
20.6. Language. This Agreement and any document or information that you or we provide should be in the English language. Any translation of this Agreement or other documents or information is for reference only and may not accurately represent the information in the English language version. In the event of any inconsistency, the English language version of this Agreement or other documents or information shall prevail.
CUSTOMER ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF.