Terms of Service
of the CaspianEx Digital Asset Trading Facility
Last updated: 23.08.2024
Table of contents
1.2 Terms Interpretation and Definitions. 3
1.3 Purpose and application of Terms of Service. 5
1.4 Waiver of any requirements to AFSA.. 5
1.5 Disclaimer of liability. 6
3.1 Identifying and assuming risks. 7
3.2 List of risks associated with Digital Assets. 7
3.3 Risk liability acknowledgement 8
4. Criteria for Granting Access to Users. 8
5. Client classification and restrictions. 11
5.1 Client classifications. 11
5.2 Terms of Client classification.. 11
5.3 Types of restrictions provided for categories of clients. 12
6. Registration and verification procedures. 13
6.2 User Verification (KYC1) 14
6.3 The result of KYC1 verification for individual clients. 14
6.4 Extension of deposit limits for individuals (KYC2 and KYC3) 15
6.5 Identification of the legal entity and representative (KYB 1) 16
6.6 KYB2 and KYB3 procedures. 17
8. General obligations of the Company. 18
11. Asset Custody Services. 22
12. Digital Asset Trading Facility Services. 24
13. Questions about the use of Services. 26
14. Value of Digital Assets. 26
15. Restrictions on use of the Services. 27
16. Prevention of prohibited conduct 28
16.4 Conduct harmful to the Company. 30
17. Termination or suspension of the Account 31
19. Assurances and warranties. 34
20. Limitation of Liability. 35
21. Publication of the User Agreement and changes in conditions. 38
21.1 Public access to documents. 38
21.2 Making changes and additions. 38
22. Rights regarding publications. 39
22.1 Rights to use User publications. 39
22.2 Intellectual property rights. 39
23. Complaints Procedure and Dispute Resolution.. 40
23.1 User feedback, questions or complaints to the Company. 40
23.2 Complaints against the Company. 40
1. Introduction
1.1 General conditions
- Top Line Limited private Company (hereinafter referred to as “the Company”) is organized and exists in the Astana International Financial Centre (hereinafter “AIFC”) with the legal address: Mangilik El Ave., Building 55/20 Astana, Office 253, Z05T3D0, Astana, Kazakhstan.
- Top Line Limited is authorized by the financial regulator of AIFC, Astana Financial Services Authority (hereinafter referred to as “AFSA”), to operate a Digital Asset Trading Facility and custody services in the FinTech Lab* test environment (regulatory sandbox of AIFC). The license status and expiration date can be checked on AFSA's website (www.afsa.kz).
- *FinTech Lab is a regulatory sandbox that allows companies to provide financial services in a test environment with individual regulatory requirements set by AFSA and subject to certain terms of the License, including limits on the size of transactions and number of customers. The FinTech Lab was established by AFSA at AIFC to promote innovation in the financial industry. It is assumed that, following the completion of testing in the FinTech Lab, Top Line Limited will continue to provide services in accordance with the current AIFC rules.
- The Company owns and operates the CaspianEx Digital Asset Trading Platform (hereinafter referred to as "CaspianEx" or the "Platform") in accordance with the AFSA licences referred to above, which is a software package that functions regularly and brings together multiple parties (whether as principal or agent) with a view to the entering into of contracts:
- to buy, sell or exchange Digital Assets for a Fiat currency; and/or
- to exchange one Digital Asset for another Digital Asset on the Platform in accordance with the rules set out in these Terms of Service.
- The Company, through CaspianEx, provides its clients with Digital Asset Trading Facility services (hereinafter referred to as "Services") - to sell, buy, store or invest in Digital Asset (hereinafter referred to as "DA") admitted to trading on CaspianEx.
- Access to the Platform is provided on the Internet on the CaspianEx website (URL: https://caspianex.com) and through applications related to CaspianEx.
- Clients of CaspianEx are individuals or legal entities who have registered with CaspianEx and completed the verification procedure on CaspianEx.
1.2 Terms Interpretation and Definitions
1.2.1 Interpretation
- For the purposes of these Terms of Service, the terms:
- "We", “we", "Us", ”us", "Our" or “our” mean the Company;
- "You", “you", “Your” or "your", “User", “Applicant” refers to any of the users of the CaspianEx Website, applicants for access to CaspianEx Services, and customers of the CaspianEx Platform.
- Capitalised terms, whether used in the singular or plural in these Terms of Service, shall have the meanings defined below. All other terms used in these Terms of Service shall have the meanings set out in the AIFC Glossary.
1.2.2 Definitions
- AIFC (The Astana International Financial Centre) – the jurisdiction with special conditions for financial transactions and investments in which the Company conducts business.
- AIFC Glossary is a section of the AIFC legal framework containing provisions on the interpretation of words and expressions used in the AIFC regulations and rules. Link to the resource: https://aifc.kz/ru/legal-framework/.
- AFSA (Astana Financial Services Authority) is an independent regulator of AIFC, ensuring the safety, reliability and transparency of the AIFC financial system.
- Agreement (User Agreement) is a set of legal documents of the Company, the provisions of which establish the terms and conditions of the relationship between the User and the Company within the framework of the use of the Services. The Agreement includes these Terms of Service, the Privacy Policy, as well as other documents and private agreements, the necessity of which in certain circumstances clearly follows from these Terms of Service.
- 2FA (Two-Factor Authentication) is the level of security required to gain access to the Platform's services, which means that in addition to the User's existing method of authorization on the Platform (by email address and password), a second method of confirmation is added by entering an authorisation code received either via SMS to a mobile phone number or via the Google Authenticator mobile application.
- OTC trading means over-the-counter trading on a platform that allows participants with significant capital to trade digital assets directly with the Platform operator as a party to the transaction.
- Services means all services provided by the Company on the CaspianEx Platform and the functionalities of the Platform relating to the Digital Assets trading, storage and the execution of Transactions.
- CaspianEx Website is a software package of the Platform available on the Internet under the domain name "caspianex.com ". The Internet address of the main page of the Platform: https://caspianex.com.
- Financial crime means any conduct relating to assets, financial services or markets that may amount to criminal conduct under the laws of Kazakhstan (whether or not such conduct occurs in Kazakhstan), including any offence involving fraudulent or deceptive practices, misuse of financial market information, engaging in money laundering, financing of terrorism or other criminal activity.
- User means an individual who accesses the Platform and/or uses the Services or, where applicable, a legal entity on whose behalf such individual accesses or uses the Services following successful completion of the verification procedures (KYC and KYB).
- User's account (Personal account) means a set of User's data stored in the information system of the Platform, obtained during authentication and verification procedures, used for granting the User access to the Platform Services. In the User Interface it is the User's personal page, a place where the User's data submitted to the Platform are stored and where the User's profile is set.
- KYC means the "Know Your Customer" procedure, under which the verification of the User is carried out.
- KYB is the "Know Your Business" procedure, which involves the verification and classification of the Client and its activity.
- Verification means the process of verifying the identity of the user based on the data and documents provided in accordance with KYC and KYB procedures.
- Digital Assets shall include cryptocurrencies, tokens and other forms of digital assets available for trading on the Platform.
- Trading means all types of buying and selling of Digital Assets on the Platform.
- Investment means using funds to purchase Digital Assets in order to hold them for the purpose of potentially profiting from changes in their value in the future.
- Allowed Monthly Deposit Threshold means the maximum monthly amount of digital assets or fiat funds deposited into the Platform's digital wallet (account), expressed in US dollars.
- Digital Mining is the process of confirming the integrity of data blocks through the blockchain by performing computational operations using computer power according to specified encryption and data processing algorithms.
- Digital Mining Pool is a legal entity licensed under the legislation of the Republic of Kazakhstan on Digital Assets, providing the service of combining the capacities of hardware and software complexes for digital mining of digital miners, distributing among digital miners digital assets obtained as a result of their joint activities.
- Digital Wallet is a personal virtual storage of a specific type of digital asset (cryptocurrency or fiat funds) integrated on the Platform, providing the owner with secure storage, sending and receiving digital assets, conducting trading operations and effectively managing their assets on the Platform..
- Market Abuse and Market Manipulation is a financial offense and means the behavior or activity of a person in the course of direct or indirect use of the Company’s Facility, when this person in any form abuses the market, "corners the market", "churning", or engaging in activities that disrupt the fair and orderly operation of the market.
1.3 Purpose and application of Terms of Service
- This document "Terms of Service" (hereinafter referred to as the "Document" or "Terms") is the fundamental document of the User Agreement (hereinafter referred to as the "Agreement"), which establishes, within the framework of the provision by the Company on the one hand and the use by the User, on the other hand (hereinafter referred to as the "Parties"), the basis of the relationship between the Parties.
- The Document defines the terms, rights, obligations and responsibilities of the Parties in relation to the Services and binds the Parties to a legal relationship.
- A precondition for registration on CaspianEx is your prior familiarization and acceptance of the provisions and requirements of these Terms of Service, as well as the documents that form an integral part of these Terms of Service, namely the following Company documents – "Privacy Policy", “Risk Disclosure", "Reduced Protection for Professional Clients" (where applicable).
- By registering with CaspianEx, you confirm that you have read, understood and accepted the provisions of the above documents and express your agreement to the terms and requirements contained in these documents.
- By accepting these Terms of Service, You, in accordance with the Privacy Policy, agree to transfer personal data to the Company, and also agree that the Company, as an operator and provider of the Services, may collect, process, disclose and transfer any personal data (including personal data of related third parties) provided by You.
- If any provision of the Terms of Service or any requirement relating to the trading, holding or investing in Digital Assets is unacceptable to you or does not reflect your financial situation and personal circumstances, please do not register with CaspianEx, do not use any of the CaspianEx Services and do not visit the CaspianEx Website.
1.4 Waiver of any requirements to AFSA
BY ACCEPTING THE TERMS OF SERVICE, YOU EXPRESSLY AND IRREVOCABLY WAIVE ANY CLAIM AGAINST, AND AGREE NOT TO SUE, THE ASTANA FINANCIAL SERVICES AUTHORITY (AFSA), ITS OFFICIALS, AS WELL AS THE RESPECTIVE SUCCESSORS IN TITLE OF THE AFOREMENTIONED ENTITY AND THE COMPANY, IN RESPECT OF ANY POTENTIAL LIABILITIES OR LEGAL ACTIONS ARISING FROM LOSSES, EXPENSES, DIRECT OR INDIRECT, OR OTHERWISE, IN ANY WAY RELATED TO THE ACTIVITIES, SERVICES PROVIDED BY TOP LINE LIMITED.
YOU ALSO AGREE TO INDEMNIFY AND HOLD HARMLESS THE AFSA AND ITS OFFICERS AND DIRECTORS FROM AND AGAINST ANY CLAIM OR LIABILITY, WHETHER ANTICIPATED OR UNANTICIPATED, ARISING FROM YOUR USE OF CASPIANEX SERVICES, PROVIDING BY TOP LINE LIMITED.
1.5 Disclaimer of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY OF OUR DIRECTORS, MEMBERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO YOU OR ANYONE ELSE, IN WHOLE OR IN PART, FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT OR LOSS OF DATA, AND ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SIMILAR DAMAGES ARISING DIRECTLY OR INDIRECTLY, INCLUDING BUT NOT LIMITED TO, ANY INACCURACY OR OMISSION, DELAY, NEGLIGENCE OR ANY CIRCUMSTANCE BEYOND OUR CONTROL, INCLUDING, BUT NOT LIMITED TO, ANY INACCURACY OR INCOMPLETENESS, DELAY, OMISSION, NEGLIGENCE OR UNFORESEEN CIRCUMSTANCE BEYOND OUR CONTROL IN OBTAINING, COMPILING, INTERPRETING, PROCESSING, REPORTING OR SOLVING ANY OTHER PROBLEMS.
THIS LIMITATION OF LIABILITY INCLUDES ANY DAMAGE OR DELETION OF FILES OR EMAIL, COMPROMISED CREDENTIALS OR AUTHENTICATION DATA, ERROR, DEFECT, VIRUS, DELAY IN OPERATION OR TRANSMISSION, INTERRUPTION, OR ANY FAILURE OF PERFORMANCE, CAUSED BY, INTER ALIA, ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALICIOUS SOFTWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER CONNECTION PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), DESTRUCTION OR UNAUTHORISED ACCESS TO CASPIANEX'S RECORDS, PROGRAMS OR SERVICES, THEFT, OPERATOR ERROR, STRIKES OR OTHER LABOR PROBLEMS, OR ANY EVENT OF FORCE MAJEURE.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON OR IN CONNECTION WITH YOUR USE OF CASPIANEX, SERVICES OR ANY INFORMATION OBTAINED FROM CASPIANEX.
NEITHER WE NOR ANY SERVICE PROVIDERS INVOLVED IN OPERATING CASPIANEX GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO CASPIANEX.
IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THESE TERMS OF SERVICE, THEN THIS DISCLAIMER OF LIABILITY SECTION SHALL PREVAIL.
2. Related documents
- The Company publishes the following legal documents and background information on the CaspianEx Website to supplement these Terms of Service:
- Privacy Policy, which sets out the terms and conditions for the collection, processing and storage of personal data;
- Risk Disclosure, which contains important information about technological, legal, regulatory and market risks specific to DA, as well as the limitations and limits of the Company's liability;
- Trading Rules, which explain the types of trades, transactions, contain a list of accepted DAs and tariff policies;
- Reduced Protection for Professional Clients - information on the Company's reduced level of protection for a user classified as a Professional Client;
- Referral Programme - the programme and terms and conditions under which a User may refer other Users;
- Licences - official licences issued to the Company by the regulator AFSA;
- Announcements and News contains articles announcing important events related to the activities of the Platform, including changes to the Terms of Service and other documents;
- Frequently Asked Questions, contains background information with frequently asked questions from users and answers to them;
- Commissions, which contains the amounts of fees and commissions.
- In conjunction with these Terms of Service, the User must read and accept the following Company documents directly related to the Services:
- Privacy Policy;
- Risk Disclosure Statement;
- Trading Rules.
- These Terms of Service and other applicable documents will be amended and/or supplemented from time to time. It is the User's responsibility to keep track of the notifications of changes published in the "Announcements and News" section and to update the versions of the documents used by the User.
3. Risk disclosure
3.1 Identifying and assuming risks
- CaspianEx services are based on blockchain technology and belong to an innovative field, which is inherently fraught with potential technological risks, in addition, digital assets as an object of trade and investment are fraught with risks of material losses and other losses, as well as the risk of being involved in illegal schemes.
- By registering with CaspianEx and using the CaspianEx Services, You acknowledge that you fully understand and accept the inherent and potential risks associated with using the Services, including but not limited to the risks outlined in this section.
3.2 List of risks associated with Digital Assets
- The risk of loss in trading in DA and virtual or digital currencies such as bitcoins and other DA may be significant and occur suddenly and rapidly.
- The DA prices and liquidity may be subject to significant fluctuations and may exhibit high volatility in the future.
- The DA and virtual or digital currencies are not recognized as legal tender and accounts and balances are not covered by any insurance schemes or investor protection schemes.
- Changes in legislation and regulation at the national, regional or international level may adversely affect the use and value of DA and virtual or digital currencies.
- The DA and other virtual or digital currency transactions may be irreversible and, accordingly, losses due to fraud or accidental transactions may not be recoverable.
- Certain DA and other virtual or digital currency transactions are considered completed when they are registered in the public registry, even if the date or time of their registration differs from the date or time when the User initiated the transactions.
- The value of DA and other virtual or digital currencies depends on the willingness of market participants to exchange fiat currency for DA and virtual or digital currencies, and their market value may be at risk in the absence of market demand.
- There is no guarantee that a person who accepts DA and other virtual or digital currencies as payment will continue to do so in the future.
- The origin of DA and other virtual or digital currencies may constitute risks of fraud, cyberattacks and technical problems that may affect the access of the User to its assets.
- The cumulative balance in the User Accounts and Wallets may not be sufficient to cover losses.
3.3 Risk liability acknowledgement
- The User confirms that he or she is solely responsible for assessing the risks associated with the use of DA and virtual or digital currencies, and understands that the Company does not provide advice or recommendations on the use or investment in DA and virtual or digital currencies. The use of the Company Services is at the User's own risk.
- The contents of this section are not exhaustive of all the risks associated with trading, investing and holding DA and virtual or digital currencies. The User must carefully consider and evaluate all risks associated with his or her actions in the market for DA and virtual currencies and decide whether it is appropriate for his or her own circumstances and financial position. The User must also be aware that there may be a total and irreversible loss of his funds held in the Account and in the Company Wallet and that in certain market conditions it may be difficult or impossible to close positions.
- The User fully understands that the Company provides means for exchange, sale and storage of CA and fiat currency, but makes no guarantees as to their value, stability or legality. Accordingly, the User cannot impose any liability on the Company and is independently liable for any losses that the User may incur as a result of using the Services, as well as for the User's failure to understand the nature of Digital Assets (DA) and the risks associated with them, as well as the risks associated with Virtual or Digital Assets and the exchange of Digital Assets.
- The Company is licensed, authorized, registered and monitored by regulatory authorities, including AFSA, and is subject to applicable regulation.
4. Criteria for Granting Access to Users
- All users can access certain public sections of caspianex.com. However, only a registered user is authorized to access and use the services. In order to use the Services, a private entity or legal entity willing to become a user or client of the Company (hereinafter referred to as the “Applicant”) must register an account (hereinafter referred to as the “Account” or “User Account”). Application for registration must be made on the condition that the Applicant provides the Company with information and documents confirming that the Applicant meets the following criteria:
- To fulfill the requirements of the Company, the Applicant must complete the registration form provided by the Company, online or through another method specified by the Company.
- The User must be over 18 years old.
- The User must have legal capacity to conclude a contract.
- The right to access the services also depends on the Applicant's/User’s country of residence. Residents of countries that are subject to sanctions or bans are not allowed to use the services. The list of such countries is determined by the Company's internal regulations on Anti Money Laundering and Counter Terrorist Financing, developed in accordance with the FATF standards..
- In order to fulfill the Company's requirements, the User must provide the necessary documents as may be required by the Company under the Know Your Client (KYC) procedure for the review and approval of the application and for the KYC procedures established by the Company in accordance with its internal policies.
- The Applicant and User must not have indications of being linked to money laundering or financing of terrorism, as determined by the Company in its discretion.
- The Applicant agrees to be bound by these Terms of Service and the Privacy Policy.
- The Applicant and the User must comply with any other criteria and procedures that the Company may establish from time to time in accordance with its internal policies or applicable legal requirements.
- The continued use of the services by the User shall be subject to the above access criteria, with necessary alterations. The Company may, at its sole discretion, refuse to open an account for an Applicant.
- Recognised Non-AIFC Member, by accepting these Terms and Conditions, in respect of any issues, disputes or other proceedings before AIFC that arise or may arise in connection with access to the Platform and use of the Platform facilities, agrees to unconditionally submit to the applicable laws of AIFC, the jurisdiction of AFSA and the jurisdiction of the AIFC Court.
- Restrictions and limits applied to the services may vary depending on the information collected on a regular basis.
- If the User registers on behalf of a legal entity, he/she must provide a valid Power of Attorney of this legal entity to perform on behalf of this legal entity the functions of the main contact with the Company, account creation and account management, and trading operations on the CaspianEx Platform.
- The User agrees to provide the Company with the necessary information to verify his/her identity and/or legal entity, if the User registers on behalf of a legal entity, in order to identify possible involvement in money laundering, terrorist financing, fraud or other financial crimes. The Applicant/User must go through certain verification procedures before being allowed to use or continue to use the services.
- The information requested by the Company includes personal data of the Applicant/User, such as name, address, telephone number, e-mail address, country and date of birth or registration (in case of a legal entity), taxpayer identification number, or individual taxpayer identification number, state identification number, as well as bank account information (bank name, bank address, account type, SWIFT address or bank branch code, account number), information about external digital wallets for deposit and withdrawal (identification code, owner's data and storage facility) and other personal data, regarding related persons, authorized representatives and beneficial owners (hereinafter “Related third parties”). By providing such information, the Applicant/User confirms that it is current, true and accurate.
- The Applicant/User agrees to inform the Company if any of the data provided is changed. The Company has the right to request information, whether directly or through third party service providers, if such requests are deemed necessary to verify the identity of the Applicant/User and related third parties, for the purpose of protecting against fraud and other financial crimes, and for actions the Company deems reasonable based on the results of such requests. When the Company fulfills such requests, the Applicant/User confirms and agrees that his or her personal data may be transferred and disclosed to third bodies such as credit assessment agencies, fraud and financial crime prevention services, tax authorities, and these bodies may use the provided personal data of the User as part of their activities. The Company may also require the User to wait for a period of time after a transaction has been completed prior to allow the use of additional services or transactions above a certain volume or threshold limit.
- To access the Company's website and its services, the User must have the necessary equipment, such as a personal computer, smartphone or tablet, and appropriate subscriptions to telecommunication services for Internet access. The services can be accessed directly through the Company's website.
- The Applicant, during the registration process, must provide his or her e-mail address and create a password. The Company provides the possibility of two-factor authentication using the User's mobile device (via SMS messages or one-time passwords valid for a certain period of time (TOTP) or an application). To activate two-factor authentication via SMS, a confirmed phone number is required. The User is responsible for the safety, security and control of the electronic devices used to access the services. The User is also responsible for the security of their password and their electronic devices, including taking all reasonable steps to prevent the loss, theft or unauthorized use of such electronic devices. Violation of these obligations may result in unauthorized third party access to the User's account, loss of funds, and misuse of linked bank accounts and credit/debit cards. Users must ensure the security of their data at all times.
- Use of the Services is subject to threshold limits or limits on the amount of transactions, specified in KZT or other accepted fiat currency, which are set by the Company in accordance with bank accounts opened with authorized banks. The User can check the applicable limits by logging into his or her account. The User can check the applicable limits by logging into his or her account. The limits may vary depending on the User's payment method, verification level and other factors. The Company reserves the right to change the limits at its sole discretion. If the User is interested in increasing the limits beyond the established amounts, the User may send a request to the Company's customer support service.
- The Company may require the User to provide additional information about themselves or their related third parties, their business, assets, organizational documents and conduct meetings as necessary as part of the “Enhanced Due Diligence” process. The Company reserves the right to charge the Applicant/User the costs associated with such enhanced verification. If the Company intends to do so, it will notify the User in advance. The Company may also subsequently refuse to increase the User limits or reduce the established limits, even after conducting enhanced due diligence.
- If the Company approves an Applicant's registration, it will notify the Applicant. An applicant who has not received such notification must not attempt to use the services through other accounts.
5. Client classification and restrictions
5.1 Client classifications
- In accordance with the requirements of the AIFC regulatory acts, the Company, providing Platform Services, classifies each Applicant into Client categories in accordance with the Applicant's profile and sets restrictions corresponding to his profile. Client classifications, conditions for assigning a category according to Client classification, requirements and applicable restrictions are described below.
- An individual or legal entity who has agreed to the Terms of the User Agreement and expressed a desire to use the Services as a client of the Platform initiates the registration procedure on the Platform's Website and becomes an Applicant for access to the Services as a client corresponding to one of the categories of Client Classification.
- The company classifies Clients into one of the following categories:
- Retail Investor;
- A professional investor:
- Market counterparty: digital miner, digital mining pool.
- In terms of categories, the following types of Applicants are allowed for Services based on the residence of the Republic of Kazakhstan:
-
Retail investor and Professional investor:
- an individual resident or non–resident of the Republic of Kazakhstan,
- a non–resident legal entity of the Republic of Kazakhstan and/or a participant in the AIFC;
-
Market counterparty – legal entity:
- digital miner – resident of the Republic of Kazakhstan,
- The digital mining pool is a non–resident of the Republic of Kazakhstan.
-
Retail investor and Professional investor:
5.2 Terms of Client classification
- The Company will classify the Applicant into one of the above categories based on the following main factors characterizing the Applicant:
- the Applicant's choice of the appropriate selected category;
- is the Applicant an individual or a legal entity;
- is he a resident of the Republic of Kazakhstan or a participant of the AIFC;
- does it meet the requirements necessary for the Applicant to be recognized as a professional client;
- confirmation of the source of funds, the amount of income or capital;
- whether the Applicant, as a legal entity, carries out digital mining or digital mining pool activities.
- the Applicant's choice of the appropriate selected category;
- During the registration process, the Applicant determines a client category acceptable to his profile, and the KYC and/or KYB verification levels corresponding to this category are carried out on the Platform, during which the Applicant must provide the required information, supporting documents and/or pass a qualification test.
5.3 Types of restrictions provided for categories of clients
The Company sets the following restrictions for individuals and legal entities investing in digital assets (CA), depending on the qualifications of the client and the documents provided.
-
Retail Investor:
- An individual resident of the Republic of Kazakhstan – 1,000 (one thousand) US dollars without confirmation of income (source of funds), from 1,001 (one thousand one) US dollars to 100,000 (one hundred thousand) US dollars with confirmation of income (source of funds) and the establishment of an individual limit in the above range.
- A non–resident individual of the Republic of Kazakhstan – 1,000 (one thousand) US dollars without confirmation of income (source of funds), from 1,001 (one thousand one) US dollars to 100,000 (one hundred thousand) US dollars with confirmation of income (source of funds) and the establishment of an individual limit in the above range.
- A non–resident legal entity of the Republic of Kazakhstan – 1,000 (one thousand) US dollars without confirmation of income (source of funds), from 1,001 (one thousand one) US dollars to 100,000 (one hundred thousand) US dollars with confirmation of income (source of funds) and the establishment of an individual limit in the above range.
- AIFC participant – 1,000 (one thousand) US dollars without confirmation of income (source of funds), from 1,001 (one thousand one) US dollars to 100,000 (one hundred thousand) US dollars with confirmation of income (source of funds) and the establishment of an individual limit in the above range.
-
A professional investor:
- An individual resident of the Republic of Kazakhstan – over 100,000 (one hundred thousand) US dollars upon confirmation of the availability of funds and a source of income, as well as qualifications as a professional investor (successful completion of the professional knowledge test, and (or) the availability of a professional investor certificate (CFA, FRM or similar) and (or) work experience in the field of financial markets for at least two years.
- A non–resident individual of the Republic of Kazakhstan – over 100,000 (one hundred thousand) US dollars upon confirmation of the availability of funds and a source of income, as well as qualifications as a professional investor (successful completion of the professional knowledge test, and (or) the availability of a professional investor certificate (CFA, FRM or similar) and (or) work experience in the field of financial markets for at least two years.
- A non-resident legal entity of the Republic of Kazakhstan exceeding 100,000 (one hundred thousand) US dollars upon confirmation of the availability of funds and source of income, as well as the qualifications of a representative (trader) as a professional investor (successful completion of the professional knowledge test, and (or) having a professional investor certificate (CFA, FRM or similar) and (or) having at least two years of experience in the field of financial markets.
- AIFC participant – over 100,000 (one hundred thousand) US dollars upon confirmation of the availability of funds and a source of income, as well as the qualifications of a representative (trader) as a professional investor (successful completion of the professional knowledge test, and (or) having a professional investor certificate (CFA, FRM or similar) and (or) having at least two years of experience in the field of financial markets.
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Digital miner (Market Counterpart).
- Digital miner - resident of the Republic of Kazakhstan Selling a digital asset for fiat (it is necessary to provide a function for connecting or disabling rights for all types of clients, namely disabling/ enabling the possibility of placing orders for purchase, sale, input, output).
- The digital miner- non–resident of the Republic of Kazakhstan - Sale of a digital asset for fiat (it is necessary to provide a function for connecting or disabling rights for all types of clients, namely disabling / enabling the possibility of placing orders for purchase, sale, input, output).
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Digital Mining Pool (Market Counterpart)
- Digital mining pool – a legal entity resident of the Republic of Kazakhstan – Sale of a digital asset for fiat.
- Digital mining pool – a non-resident legal entity of the Republic of Kazakhstan – Sale of a digital asset for fiat.
6. Registration and verification procedures
The procedure for registration and verification of the Applicant in accordance with the requirements for the client category corresponding to the Applicant is carried out by an individual User who is:
- a principal representing himself as an individual Applicant;
- a representative of the Applicant who is a legal entity.
6.1 Registration
1) Creating a new account
To create a new account, the User performs the following sequence of actions:
- Choosing one of two types of client:
- An individual, if the User, being an individual, registers on his own behalf;
- A legal entity if the User, being an individual, registers on behalf of the legal entity he represents on the CaspianEx Platform based on a power of attorney.
- Note. The confirmation that the User represents the interests of a legal entity on the CaspianEx Platform legally is a power of attorney issued in the name of the User with an acceptable validity period, signed by an official of the legal entity with executive powers.
- Entering the User's email address as the User ID for authorization on the Platform.
- Creation a strong access password
- Confirmation that the User:
- is not a robot;
- over 18 years of age;
- have already read and agree with the Company's documents – Terms of Service, Privacy Policy, Risk Notification, Referral Program.
- After sending a request to create a new account, enter the confirmation code received at the specified E–mail address from the Platform.
Note. If the User registers using a referral link, the corresponding field will already contain the Referral ID, or the User can enter the Referral ID received from the inviting person..
2) Signing into account
- At the first login to the Platform, the User must activate 2FA (Two-Factor Authentication), i.e. the second method of authentication (in addition to email and password authentication), either by mobile phone number or by activating Google Authenticator.
- Note. To use Google Authenticator, the user must install the mobile application, which can be downloaded from Google Play (for Android operating systems) or the App Store (for iOS operating systems).
- The second authentication method is activated by entering a confirmation code obtained through one of the selected options.
- Each time a User logs in, the system will ask the User to enter two confirmation codes, the first of which the User receives in an email message, and the second code is received by the second authentication method (2FA).
6.2 User Verification (KYC1)
- The purpose of the KYC1 verification procedure is to recognize and confirm the identity of the User of any of the 2 types of clients – "individual" or "legal entity".
- Two stages of the KYC1 verification procedure:
- Verification the User’s identity based on a valid User’s identification document using the built-in camera of the device from which the User registers, or the User's mobile device.
- Entering the User's personal data in a special questionnaire form.
- As an identity document, the User can use:
- for residents of the Republic of Kazakhstan – an identity card (ID card) or a passport of a citizen of the Republic of Kazakhstan,
- for non-residents of the Republic of Kazakhstan – a passport or residence permit.
Requirements for the quality of the uploaded photo - the texts must be clear and readable and all corners of the document must be visible.
6.3 The result of KYC1 verification for individual clients
A user belonging to the "individual" client type who has successfully completed the KYC1 verification procedure is provided with the following opportunities:
- creation of personal digital wallets for any type of digital asset traded on the Platform,
- depositing a digital wallet of the Platform, the monthly size of which is considered to be the basic monthly limit equal to the equivalent amount of 1000 (one thousand) US dollars,
- making trade transactions,
- withdrawing assets from the Platform's digital wallet.
6.4 Extension of deposit limits for individuals (KYC2 and KYC3)
- Users belonging to the "individual" client type can expand the size of their monthly deposit limit from the basic amount equal to 1,000 (one thousand) US dollars to an individual one through the KYC2 and KYC3 procedures.
- The KYC2 procedure allows you to set an individual deposit limit in the range from 1,001 (one thousand one) to 100,000 (one hundred thousand) US dollars.
- KYC 3 procedures allow you to set the maximum possible amount of an individual limit for deposits over 100,000 (one hundred thousand) US dollars.
- The KYC2 procedure consists of the following steps:
- Confirmation of annual income or ownership of assets:
- To confirm the annual income, the User must provide one of the following documents:
- A pay slip for the last calendar year;
- Tax return;
- Certificate of pension payments.
- Confirmation of ownership of the following types of assets available to the User (in aggregate):
- assets in the form of cash, by providing:
- bank statements (for the last year) indicating the name of the bank, account number, SWIFT/BIC code, name of the beneficiary (must match the name of the client);
- certificates from the bank on the absence of debt;
- real estate (except for the main residence):
- certificates of absence (availability) of real estate;
- real estate valuation report;
- certificates of registered rights (encumbrances) on real estate and its technical characteristics.
- assets on brokerage accounts - a statement on the brokerage account, certified by the seal of the brokerage firm and the signature of the responsible person or having a digital analogue of the seal and signature.
- vehicles - a copy of the vehicle registration certificate.
- assets in the form of cash, by providing:
- To confirm the annual income, the User must provide one of the following documents:
- Confirmation of the address of residence using one of two documents – a certificate from a government agency or a utility bill.
- The establishment of an individual limit for monthly replenishment not exceeding 100,000 (one hundred thousand) US dollars, depending on the confirmed size of assets.
- Confirmation of annual income or ownership of assets:
- The KYC 3 procedure also consists of two stages:
- Confirmation of the qualification of a professional investor is carried out in one of the following ways:
- by providing a professional investor certificate (CFA, FRM or similar), or
- by providing a document confirming at least two years of work experience in the field of financial markets, or
- by passing a professional knowledge test.
- Documentary evidence of the existence of a source of income and assets in excess of 100,000 (one hundred thousand) US dollars.
- Confirmation of the qualification of a professional investor is carried out in one of the following ways:
- Setting the size of an individual limit for monthly replenishment in excess of 100,000 (one hundred thousand) US dollars, depending on the confirmed size of assets.
- After passing KYK 3, the client is recognized as a professional investor and can deposit assets monthly within an individual limit exceeding 100,000 (one hundred thousand) US dollars.
6.5 Identification of the legal entity and representative (KYB 1)
- The User must confirm that he has the authority to represent a legal entity on the Platform, manage the account of a legal entity and Digital Assets belonging to a legal entity, i.e. upload to the Platform a scanned copy of a legally executed valid power of attorney issued by a legal entity in the name of the User.
- In order to identify a legal entity, the User enters the identification and registration and related data of the legal entity on the Platform and downloads files of scanned copies of registration and supporting documents of the legal entity.
- List of data of a legal entity:
- Full registered name;
- Trade name;
- Date of registration;
- Registered address;
- Place of registration;
- Nature (types) of activities;
- Taxpayer identification number;
- Source of wealth and source of funds (selection from the list);
- Full name and position of the head;
- Personal data of the beneficial owners (shareholders).
- List of documents of a legal entity:
- The Charter or other same applicable document
- Certificate of state registration (re-registration) of a legal entity or other relevant document confirming the state registration of a legal entity
- Agreement, decision or protocol on the establishment of a legal entity
- Identification documents of persons with executive authority (directors, partners, trustees or equivalent persons) and beneficial owners
- Licenses (if any)
- The provided data and documents of the legal entity are subject to further verification of the correctness and completeness of the provided data and compliance with regulatory requirements. During the verification, the Company has the right to request additional information or documents, which the User will be notified about in the client's profile (account).
- The User will also receive a notification about the successful completion of the verification. In this case, the legal entity is assigned the status of a Client of the Platform of the basic category "Retail Investor" (Retail Investor).
- A legal entity, a client of the Retail Investor category, is given the opportunity to perform the following actions and operations on the Platform:
- creating personal digital wallets for any type of Digital Asset traded on the Platform;
- deposit of Digital Assets into the Platform Client's Digital Wallet with assets up to the monthly base limit equivalent to 1000 (one thousand) US Dollars;
- Digital Asset trading operations;
- withdrawal of assets from the Platform's digital wallet.
6.6 KYB2 and KYB3 procedures
- A legal entity, due to the nature of its activities and its preferences, may need to be assigned a category other than the basic one. In this case, the User must complete the following levels of identification of the legal entity – KYB2 and KYB3.
- The KYB2 procedure is designed to confirm the financial condition of a legal entity and establish an individual limit for monthly replenishment of Digital Assets in the range from 1001 (one thousand one) to 100,000 (one hundred thousand) US dollars, depending on the confirmed size of assets.
- KYB3 is a procedure for confirming the qualification of the relevant category of "Professional Investor" and setting the limit for monthly replenishment of a legal entity from 100,000 (one hundred thousand) US dollars to the confirmed amount of assets.
- In order to confirm the level of financial condition, the User will need to provide documents confirming her financial condition corresponding to one of the KYB2 or KYB3 levels.
- Confirmation of compliance of a legal entity with the qualification of the "Professional investor" category is carried out by the User in one of the following ways:
- by providing a certificate of assignment of CFA, FRM or similar qualifications to the User, or
- by providing a document confirming at least two years of experience in the field of financial markets, or
- by passing a professional knowledge assessment test.
7. User account management
- Each account opened by the Company is maintained and managed exclusively by a certain User and is not transferable to any other person. Only a User authorized as a representative can log into account of a legal entity and use the Services on behalf of that legal entity.
- The User is solely responsible for registering, storing, managing and protecting all information necessary to access his account, including username, passwords and any other security data provided to the User or necessary to access and use the Services through his account. The User must not provide, transfer, sell or otherwise disclose such information to any third party, except in cases where his authorized representative does so, and he is legally and financially responsible for the actions and omissions of this authorized representative.
- The User is responsible for all actions or omissions of any person using the Services through his account, including his authorized representatives. The Company is not obliged to request or verify the authority or legal capacity of any person using or intending to use the Services through the account. The Company may rely on any instructions provided by any person who has gained access to or uses the account, even if the login information was obtained fraudulently or the new instructions contradict previously provided instructions from the User. The Company considers a User who has successfully logged into an account or uses the Services through any account as the owner of this account after routine verification, and considers all transactions made by such a User as valid.
- If the User finds out that his information used to access his account has been lost, stolen, disclosed, used by a third party or compromised in any other way, he is obliged to immediately notify the Company's customer support service and follow all instructions provided by the Company. The Company may take immediate measures, including blocking access to the account or temporarily suspending it, as well as deleting the account, provided that the User will always be responsible for any actions performed while using the account before blocking, suspending or deleting, as well as for loss of data or funds.
- The User can log in and change his personal data or information at any time using the available procedures on or through the Company's website, as well as using the customer support service, whose contact details are provided on the Company's website or through the Services.
- The Company is not responsible for any losses incurred by the User as a result of loss, theft, insufficient protection, negligent use or disclosure of information necessary to access his account, including, but not limited to, loss of password or other security data, as well as due to the fact that the User did not notify the Company of the fulfillment of his changes to personal data or information.
8. General obligations of the Company
- The Company shall make all reasonable efforts to ensure continuous and stable provision of the Services in accordance with the terms of the Agreement.
- The Company makes all commercially reasonable efforts to implement reliable security systems designed to protect Users' personal data, including financial information and completed transactions. This is done in order to ensure safe and secure use of the Services by Users.
- The Company undertakes to deal with all true complaints from Users in a fair and equitable manner, endeavoring to resolve them in the best interest of Users, while complying with the terms of the Agreement and applicable law.
9. Service delivery
- The Company may offer different Services and the terms and conditions of each Service shall be governed by the relevant laws.
- The User may have one Wallet in the Company, including multiple Fiat and Digital Asset (DA) Wallets. The User may have one Wallet in the Company, including multiple Fiat and Digital Asset Wallets.
- The Digital Asset Trading Facility service provides Users with the opportunity to carry out transactions for buying and selling Digital Assets (Digital Asset Trading). The Company is a Facility for the convenient trading or exchange of Fiat Funds and/or Digital Assets between the Users.
- The Digital Asset Conversion Service allows Users to buy and sell Digital Assets subject to applicable network fees, trading and/or transfer fees, and taxes under local laws (if applicable). The Users may exchange (convert) some Digital Assets for other Digital Assets or purchase Digital Assets with Fiat Funds by providing and executing Orders at the best available price based on offers from other users (Orders) according to current circumstances.
- The Company endeavors to make the Services available to Users 24 hours a day, every day, subject to regular preventive and technical maintenance.
10. Service usage
- The User may transact in Digital Assets (DA) by transferring Fiat Money to a bank account designated by the Company (the “Company Designated Bank Account”) at an authorized bank suitable for the Company, using various payment methods available on the Company Website such as credit cards, debit cards or bank transfers. Fiat Funds are held in the Company Designated Bank Account and the Company has the right and authority to transfer or withdraw such Fiat Funds from the Company Designated Bank Account for other Users, who are counterparties to transactions entered into by the User. The Company shall maintain records of the balance of Fiat Funds in the Company Designated Bank Account for each User. These records will be considered as conclusive evidence, especially in case of fraud or obvious errors on the part of the Company. The User admits that the Fiat Money held in the Company Designated Bank Account is held in separate client accounts of the Company in second-tier banks of the Republic of Kazakhstan and is not money managed by the Users. The User also agrees that the User is not entitled to receive interest accrued on the Fiat Money deposited to the Company Designated Bank Account and waives all rights to such interest and admits that the Company is not obliged to withhold or pay such interest to the User. Fiat funds deposited by the User into the Company Designated Bank Account shall appear in the User Wallet in the Company as the amount in the Fiat Wallets of the respective currency.
- In addition to Fiat Currency, the User may also transact in Digital Assets (DA) by transferring or depositing their own DA into a Digital Wallet opened by the Company for the User. Upon successful transfer and receipt of DAs in the User Digital Wallet, these DAs will be displayed in the User Wallet in the Company. If the User has also deposited Fiat funds in the Company Designated Bank Account, the User Wallet in the Company will display both the DA and the Fiat currency available to that User.
- The User must submit Orders to buy or sell DA in accordance with the methods established by the Company on the Company Website.
- Prior to sending a Buy/Sell Order or conducting a DA Transaction, the User Wallet in the Company shall have sufficient quantities of the relevant Fiat Currency in the Designated Bank Account or the relevant DAs in the User Wallet to cover the Buy/Sell Price or the Transaction Amount, applicable commissions, fees and taxes, as applicable, required to purchase the relevant DAs (in the case of a Buy Order) or to transfer the relevant DAs (in the case of a Sell Order).
- Before submitting a Buy/Sell Order or conducting a DA transaction, the Company will provide summary information including the quantity and price of the DA that the User intends to buy or sell, as well as network fees (network commissions), trade and/or transfer fees, and any applicable value added taxes (VAT), if any. The User agrees that the failure of the Company to provide this summary information or the failure to confirm the Order shall not affect the Order sent by the User. However, the User may cancel or amend the sent Order at any time before its execution. The purchase or sale of DA occurs when an Order created by the User is executed by another User who agrees to the terms and conditions for the price and quantity of DA. If a User places an Order to purchase DA using Fiat Currency on a non-working day or after 6:00 p.m. Astana time on a working day, the Company may consider this Order as if it has been received on the next working day. The time of the transaction also depends on the processing time of the bank. The User agrees that he or she has no right to cancel or amend a sent Order once it has been executed, and all transactions carried out as part of the execution of the Order are binding.
- Purchase of DA can be realized in two ways: either through placing by the User of the corresponding order for purchase and its execution by other User, ready to sell DA under conditions of this order, or by purchase of DA by the User through Marketplace. Similarly, the sale of DA may be accomplished in two ways: either through the placement by the User of an appropriate sell order and its execution by another User willing to buy DA under the terms of that order, or through the sale of DA by the User through the Marketplace.
- The User has the possibility to view his or her Wallet balance in the Company and transaction history in his or her Personal Area on the Company Site. This history includes information on the amount and value of each DA transaction including the price of the DA from which the transaction was made, a breakdown of all fees and charges (including applicable VAT), and the date of each DA purchase (as applicable).
- The User may choose to transfer all or part of their balance, whether Fiat funds or Digital Assets held in the User Wallet in the Company, at any time by selecting the appropriate option on the Company Site. Unless otherwise stated, the relevant Fiat Currency or DA will be transferred with deduction of applicable commissions, fees and VAT (if any), to the bank account specified by the User in the Company (including such accounts as may be permitted by Applicable Law at the time) and owned by the User (opened in the name of the User and provided to the Company). Note that transfers to third party bank accounts are prohibited. In addition, any value denominated in Fiat currency that cannot be converted into the corresponding Fiat currency due to the absence of a bank account registered with the Company in the User name cannot be withdrawn in the indicated Fiat currency. To withdraw such amount, it must be converted to DA. If the User chooses to transfer DA to an external wallet, the Company may, at its sole discretion, require that such external wallet be registered with the Company and verified using blockchain data and transaction monitoring tools to ensure that it belongs to the relevant User before making the transfer, subject to deduction of applicable commissions, fees and VAT (if any).
- The User is solely responsible for the accuracy of bank account information and external DA wallet address, which may be added by the Company for the transfer of Fiat Currency or DA as instructed by the User. The Company shall not be liable for any losses incurred by the User due to specifying incorrect bank account information or external wallet address. Notwithstanding the provisions of this Agreement, the Company shall not be obliged to facilitate the transfer of funds, if it violates applicable laws or raises suspicion of anti-money laundering, financing of terrorism or other financial crimes, as determined by the Company in its sole discretion.
- In order to withdraw balances, whether Fiat funds or DA from the User Wallet with the Company, the Company may conduct additional checks to prevent fraud, anti-money laundering, financing of terrorism and other financial crimes, including verifying the legal name and identity of the User and the recipient or beneficiary of the User. Problems detected during such checks may cause delays or even make it impossible for the User to make withdrawals.
- The User understands and agrees that neither the Company nor its Affiliates make recommendations, warranties or forecasts regarding any DA and its value, and shall not be liable for losses incurred by the User in trading DA (including losses related to changes in DA prices).
- If the User initiates a DA purchase or withdrawal of balances from the User Wallet in the Company using their credentials and the Company has not received other instructions, it will assume that the User has either initiated or agreed to such a transaction. In such case, the Company will execute requests and orders in accordance with the User's specified credentials.
- If the User believes that authorization for a particular transaction has not been given by him or her, or that an application or Order has been incorrectly executed, the User must contact the Company Client Service as soon as possible and, in any case, no later than 30 calendar days after the transaction in question. This must be done using the forms, e-mail or telephone contacts provided on the Company website. It is important to regularly check the balance in Your wallet with the Company and transaction history to immediately identify any unauthorized or incorrect transactions and notify the Company Client Service. In the event of inconsistent or incorrect transactions, if the User has not notified the Company in accordance with this section, the Company will not be financially or legally liable for any potential claims.
- If an unauthorized transaction has occurred and the User has notified the Company Client Service in time to prevent the execution of an Order or other transaction, the Company will take all available measures to prevent the execution of such Order or transaction. If the User has not notified the Company in a timely manner to stop the execution of a transaction, the Company shall not be liable for the possible consequences of such transaction.
- If the User fails to fulfill his or her obligations under this Agreement with the intent to deceive, either intentionally or negligently, he or she will be liable for the resulting losses that may have occurred to both the User and the Company.
- In the event of a dispute between the Company and the User regarding an unauthorized transaction, provided that the User provides convincing arguments and authentic documents in support of their claims, the Company may decide to make a refund. In the event that the Company determines, based on relevant evidence, that the User has allowed the transaction to take place, the User shall bear the responsibility and losses.
- If a transaction is incorrectly executed due to an error or misunderstanding on the part of the Company, the Company will reimburse the User for the amount of the transaction immediately and restore the User wallet account with the Company to the state it would have been in if the transaction had not been executed incorrectly. The Company will also reimburse any costs and interest for which the User can provide evidence that the User was forced to pay as a result of the incorrect or incomplete transaction.
- At the reasonable request of the User, the Company will take steps to track incorrect or incomplete transactions free of charge. However, the Company cannot guarantee that such transactions will be detected in all cases.
- The User has the right to designate Related Third Parties to access his or her wallet with the Company. The User must understand that such third parties, with access, may view transaction information and other User data and initiate transactions through Orders or transfers using funds from their wallet with the Company.
- The Company reserves the right to deny access for the Related Third Parties for objective and sufficiently justified reasons related to unauthorized or fraudulent access to the User wallet with the Company. If access is denied, the Company will notify the User of the reasons and, unless Applicable Law does not prohibit, will restore access upon determining that the reasons for denial no longer exist.
- The User gives the Company explicit consent to access, process and store the personal data that the User or Related Third Parties provide for the provision of the Services. This consent has no effect on the rights and obligations of the Company and the User under applicable data protection regulations. The User has the right to withdraw consent to the provision of the Services at any time by closing his or her account in the Company. However, the Company may retain and process the User personal data for other purposes. Further information on how the Company processes the User and Related Third Parties personal data, as well as the rights of the User, can be found in Section 27 on privacy and the Company Privacy Policy.
- The User also takes into account that neither the Company nor its Affiliates can guarantee the availability of any cryptocurrency trading pairs or cryptocurrency/fiat money trading pairs in the Services provided. In the event of suspension of any cryptocurrency markets, force majeure, market volatility, unavailability of market makers or liquidity providers, or changes in law imposed by the Company in its sole discretion, or changes in legislation, the Company may take various measures, without notice to Users, and shall not be liable for losses incurred by the User as a result of such measures:
- The access to the account and use of the Services is restricted.
- The suspension of all transactions and operations within the Account and the Services.
- The cancellation of any requests and Orders submitted by the User.
- The calculation for all positions owned by the User, regardless of whether the User has submitted an Order.
11. Asset Custody Services
- As part of the asset custody services, the Company may act as custodian for the User's Digital Assets (DA) in the following mechanisms:
- The Company custodial digital wallet: The Company has the right to custody the User's Digital Assets on digital wallets developed by the Company itself and included in its infrastructure. The Company is fully responsible for the safe custody of the DA.
- The Company may use third parties to custody the Users digital wallets and is recognized as a custodian for Users' DA, fully responsible for the safekeeping of the Users Digital Assets.
- The Company will execute orders and requests submitted by the User through the Company website. The User is obliged to carefully check all requests, orders and transaction information before submitting them through the Company website. It should be kept in mind that a DA withdrawal that has been initiated and transmitted to the respective network cannot be canceled.
- To initiate a DA withdrawal, the User must provide an external wallet address for the DA.
- The Company may charge network fees and other trade and transfer fees, including taxes, including VAT, if applicable, to process a DA withdrawal on behalf of the User. The amount of network, trade and transfer fees and applicable VAT (if any) shall be determined by the Company and shall always be communicated to the User at or before the time of authorization or confirmation of a DA withdrawal.
- The Company reserves the right to refuse to process or cancel any pending DA withdrawal application, if it considers it suspicious in terms of risk of loss of assets or compliance with requirements to prevent anti-money laundering or financing of terrorism, or as required by applicable law or as ordered by a court or other competent authority in the relevant jurisdiction.
- The services related to Digital Assets are only available in relation to assets that the Company maintains. These assets are subject to change as time goes on. The User must not attempt to use the Company wallet to store, send, request or receive assets that the Company does not support (although the Company will use reasonable efforts to assist the User in transferring or selling assets that the Company does not support). The Company shall not be liable for any loss arising from the User's attempt to use the Company Wallet for asset transactions that the Company does not support.
- If the User has any questions about which Digital Assets (DA) the Company currently supports, he or she may contact the Company Client Service or visit the Company official website.
- The Company will securely store private keys for DAs that are used to securely confirm asset withdrawals. The Company ensures that these private keys are securely stored using a combination of online and offline storage facilities.
- Unless otherwise stated on the Company website or in its official statements, the Company does not support metacoins, “colored coins”, sidechains and other derivative, extended or branching protocols, tokens or coins associated with supported DAs (all collectively referred to as “Extension Protocols”). The User shall not use their account or wallet with the Company to attempt to receive, send, request, store or conduct any other transactions using the Extension Protocols. The Company Facility is not designed to handle or support Extension Protocol transactions reliably. The User agrees and acknowledges that the Company is not responsible for unsupported Extension Protocols.
- The Company does not own or control the underlying software protocols that control the operation of DA supported on the Company Facility. These underlying protocols are generally open source and anyone may use, copy, amend and distribute them. The Company is not responsible for the operation of or changes to the underlying protocols and cannot guarantee their functionality, security or availability.
- The User understands and accepts the risk that the underlying software protocols governing the DA that the User holds in his or her wallet with the Company may be amended.
- In particular, the underlying protocols may undergo unexpected rule changes (forks), and such forks may significantly affect the value, functionality and name of the DA that the User holds in his or her wallet in the Company. If a fork occurs, the Company may provide notices or warnings about the fork, and the User shall review this information and decide what to do with the assets after the fork. However, the Company reserves the right to temporarily suspend transactions related to such a fork without prior notice to Users. The Company may, in its sole discretion, decide not to maintain one or both branches after the fork.
- The User is aware of the risks associated with forks and agrees that the Company is not responsible for assisting Users in moving or selling assets associated with an unsupported protocol fork.
12. Digital Asset Trading Facility Services
- The Digital Asset Trading Facility service provides Users with an opportunity to buy Digital Assets (DA) using their DAs, which are in the User Wallet with the Company. The Users also have the ability to purchase DAs using a fiat currency supported by the Company.
- When a User sells a DA, he may choose to receive other DAs in his Wallet with the Company.
- When Users sell DA, they may also choose to receive funds in fiat currency, if they have provided the Company with their bank account information.
- The Users may purchase DA using other forms of virtual or digital currencies or tokens that may at times be backed by the Company. As per clause 1. of Section 15, Users authorize the Company to debit the relevant DA, fiat currency or other forms of virtual or digital currencies or tokens from their Wallet with the Company before completing the purchase or crediting the relevant DA, fiat currency to their Wallets with the Company or to an external address for DA as soon as possible. The Users may also sell DA in exchange for other forms of virtual or digital currency or tokens that may be backed by the Company.
- If a User does not have enough DA or fiat currency in their account to cover the full amount of a DA buy/sell order, the Company will not fulfill such order.
- If the Company, in its sole discretion, determines that it cannot continue to provide access to a particular Digital Asset Trading Facility service for any reason, it will notify Users of the termination of that service. All Users who hold Eligible Digital Assets will be required to exchange for other DAs or fiat currency, as applicable, prior to the termination of the service. Otherwise, the Company will have the right to exchange for other DAs on behalf of the relevant User without any liability for loss.
- The Users may purchase supported DAs using fiat currency by linking a real payment method supported by the Company, such as a credit or debit card or a Company-registered bank account, to their Company Wallet. Then Users authorize the Company to debit using the selected payment methods to complete the purchase.
- The Users may sell DA in exchange for fiat currency. In such cases, the User grants the Company authorization to debit the relevant Wallet with the Company. If a User requests a credit to their designated bank account registered with the Company or other supported payment method, the Company will send appropriate instructions for crediting the funds in accordance with the fiat withdrawal procedures. The relevant fiat currency will be transferred to the User designated bank account only after banking transactions or use of the selected payment method.
- The availability of payment methods is subject to applicable laws, User location, identification information provided, and the terms and restrictions imposed by third-party payment processing providers, including banks and financial institutions.
- Each purchase or sale of DA for another DA or fiat currency may be subject to network fees, trading and transfer fees, banking commissions and applicable taxes, including VAT (if applicable). The applicable commissions and fees will be indicated on the Company site at the time of each transaction and will be reflected in the records of all registered transactions. The Company reserves the right to impose and adjust these commissions and fees at any time. If the total amount of commissions, fees, taxes and VAT (if applicable) exceeds the value of the transaction, the Company will not process that transaction. It is the User's responsibility to take care of their own taxation issues in accordance with the laws of their country of residence when using the Company services and when receiving income from transactions carried out on the Company Facility.
- Each purchase or sale of Digital Assets using fiat currency or other Digital Assets shall be subject to an exchange rate for the relevant pair of assets, which is referred to as the “exchange rate” or “price” for that transaction. The exchange rate is the price of a particular Digital Asset expressed in another fiat currency or other Digital Assets as indicated on the Company site. The exchange rate is indicated as a “bid price” or “ask price” and these are the prices at which the Users can buy or sell Digital Assets. The User agrees to accept the current exchange rate when confirming or approving a transaction. Exchange rates and other applicable commissions and fees, including VAT (if applicable), will be indicated on the Company site prior to the transaction, if possible. The Company does not guarantee that the User will be able to buy and sell their Digital Assets on the open market at a particular price or time.
- By clicking on the “Buy” or “Sell” button on the Company site, the User authorizes the Company to create an order for the specified bid or ask price and agrees to any associated commissions, fees, including VAT (if applicable). The User cannot cancel, withdraw or change a transaction that has been marked as “completed” or “pending”. If the payment of the User is not successful or there are insufficient funds on the selected payment method, the User authorizes the Company to cancel the transaction or debit other available sources, including funds in his or her account, to complete the transaction. It is the responsibility of the User to maintain a sufficient balance to cover the initiated transactions.
- The Company may engage one or more market makers (MM), which may be affiliated with the Company or independent MM, to provide liquidity on the Digital Asset Trading Facility. The User understands and agrees that the Company may provide information about the requests, orders and offers submitted by the User and other participants of the Digital Asset Trading Facility to MM before placing such requests, orders and offers on the Digital Asset Trading Facility. MM may, but are not obliged to, accept and fulfill such requests and offers from other Users or Digital Asset trading participants (including the Users).
13. Questions about the use of Services
- The Company reserves the right, in its sole discretion, to reject an application or limit the amount and other terms of a transaction through the Services with or without prior notice. This may include limits on the number of unfilled applications, Orders or restrictions on transactions with Users from certain regions.
- The User has the right to cancel his Order prior to its execution.
- The Company reserves the right to cancel or void executed Orders in the following cases:
- If the trade or transaction occurred based on an error in the exchange rate or price that was based on the wrong information and was subsequently withdrawn or corrected.
- If the transaction occurred due to a certain failure or malfunction in the execution system, communication of the Digital Asset Trading Facility or the Company Site, which caused the execution price of the transaction to differ significantly from the average market price during the given day by more than 10%.
- If the transaction occurred at a price caused by any of the above factors and was found to be mistaken.
- Subject to paragraph (c), the Company has the right to cancel all settled transactions and upon withdrawal, the Company has the right to request a refund, whether in fiat currency or Digital Assets.
- Notwithstanding the abovementioned provisions, if the Digital Assets (DA) available for use in the User Wallet with the Company or the Fiat Currency available in the Fiat Wallet does not match the amount required to execute or calculate the Order sent by the User, the Company may fully cancel the Order or execute only a portion thereof equivalent to the amount of the DA available in the User Wallet with the Company or the User Fiat Currency available in the Fiat Wallet.
- The Company may provide or suspend the availability of certain DA trading pairs or DA and Fiat Currency pairs (referred to as “Digital Asset Trading Facility”). If a Digital Asset Trading Facility is closed, all remaining unfilled Orders on that Digital Asset Trading Facility shall be canceled.
- Subject to applicable law and where possible, the Company shall use reasonable efforts to give Users prior notice of whether it is to remove a particular Digital Asset Trading Facility. If DAs are removed from the Company services and are no longer supported, Users must transfer all such DAs stored in their Wallet with the Company to their external DA address (external DA Wallet) within 14 days. The Company shall not be liable for any possible losses resulting from the deletion of such DA.
- The Company admits the Client to participate in over-the-counter trading (OTC trading) after the conclusion of the OTC Trading Organisation Agreement with the Client. In order to participate in OTC trading the Client shall initiate a relevant request, on the basis of which the Company will prepare an OTC Trading Organisation Agreement for further signing by the Client. This Agreement stipulates the terms and procedure of OTC transactions by the parties, and becomes an integral part of these Terms of Service from the moment it is signed by both parties.
14. Value of Digital Assets
- Market data provided by the Company is of real value and the User accessing such data agrees not to disseminate, reproduce, publish or provide access to such data to others for the purpose of generating revenue or any benefit, whether directly or indirectly. Any dissemination, publication or transmission of current market data information without the approval of the Company shall be deemed a material breach of this Agreement and the Company proprietary rights. The User also agrees that the Company shall not be liable for any negative consequences that the User may encounter. All costs associated with possible errors, failures or delays in obtaining current market data shall be at the sole risk of the User.
- The User understands and agrees that due to technical and other limitations, the prices of Digital Assets, virtual assets or digital currencies displayed on the Company site may be delayed and therefore may not always reflect the current market value of such assets. Nevertheless, the User agrees that the values displayed on the Company site and in the User Account will reflect the value of its assets on the Company site and its Services, including the Digital Asset Trading Facility.
15. Restrictions on use of the Services
- The Company reserves the right to restrict login to the system (Facility) or access to the User Account in certain cases. These restrictions may come into effect if:
- User repeatedly enters the password incorrectly.
- The User account has been compromised, hacked, stolen or used by third parties.
- The User account is used for fraudulent or illegal activities or if such events are suspected.
- In other cases, as described in the Company policies and local policies and procedures.
- The Company may also restrict the deposit and withdrawal of fiat currency or Digital Assets if it deems it necessary in the following situations:
- If the name of the User does not match the name of the bank account Holder.
- If the requested transfer information is incomplete or incorrect.
- If the Company is required to comply with restrictions or delays under its policies and local acts and procedures.
- If such action is required by applicable law or Company policies and local acts and procedures.
- If there are suspicions of fraud, anti-money laundering or financing of terrorism.
- The Company may suspend or discontinue providing access to all or parts of the Services to all or individual Users without prior notice in the following cases:
- Maintenance, replacement or inspection of information and communications equipment, including computer systems associated with or used in connection with the Services.
- Suspension or interruption of any systems or devices necessary to provide the Services, including defects in information and communication equipment such as computer systems or communication links.
- Force Majeure circumstances.
- Use of anonymizing services including Mimble Wimble.
- An asset of the Company or its Affiliates is stolen or lost due to hacking or other actions.
- The termination of the User's status or the User's breach of the terms of the Agreement.
- The occurrence of any of the circumstances set forth in the items 1. and 2.
- Conducting or intending to conduct an investigation into alleged malicious or illegal use of the User Account.
- Requirement under applicable law or the Company bylaws.
- Other circumstances in which the Company finds it necessary to suspend or discontinue all or part of the Services (including where required by the Company's operational, technical or business needs).
- The Company may establish additional conditions and restrictions on registration, verification and identification procedures (KYC and/or KYB).
- In the event that the Company restricts the access or operations of the User under this section or terminates the Agreement, it shall notify the User in accordance with applicable law or other provisions in the Agreement.
- The User may object to the restriction of the use of the Services in accordance with this section in a manner prescribed by the Company. If the Company considers that such objection is justified and there are no risks that could lead to restriction or suspension, it may allow the continued use of the Services.
- The Company also sets limits for different categories of customers depending on their qualifications, proven level of income or capital and involvement in digital mining. A description of the limits is set out in the "Customer Classification and Limits" section.
- The Company may suspend or terminate the provision of all or part of the Services with prior notice to Users.
- The Company may suspend or interrupt the provision of all or part of the Services to conduct regular inspections or maintenance of systems. If possible, Company will announce scheduled inspections or maintenance on or through the Services in advance. During such procedures, use of the Services or Accounts will be suspended until review or maintenance is completed.
- The Company shall not be liable for any Losses incurred by the User in connection with measures, suspension, interruption or termination taken by the Company in accordance with this Section.
16. Prevention of prohibited conduct
16.1 General provisions
The Company has established and maintains systems and controls that ensure, as far as reasonably practicable, that the Company, its employees, users and others are prevented from engaging in conduct which may constitute prohibited conduct related to:
(a) Financial Crime under any applicable laws;
(b) Market Abuse, wherever committed; or
(c) a contravention of the applicable AIFC Regulations or of this Agreement.
16.2 Financial crimes
Financial crimes include, but are not limited to, the following types of behavior, actions or transactions:
- Manipulation of market prices.
- Money laundering, terrorist financing, or the proliferation of weapons of mass destruction.
- Human trafficking.
- Any goods or services that are illegal, as well as the promotion, offer or marketing of such goods and services, or materials related to illegal, obscene or pornographic content, including images of children or minors in sexual positions, materials promoting or associated with illegal organizations, war or humiliation of human dignity.
- Any goods or services whose promotion, offer or marketing violates copyrights, intellectual property rights or other rights of any person.
- Archaeological finds.
- Drugs, narcotic drugs or hallucinogens.
- Weapons of any kind.
- Services related to the organization of illegal gambling.
- Ponzi schemes, pyramid schemes, or other "get-rich-quick" schemes.
- Goods subject to the trade embargo.
- Media that is harmful to minors and in breach of the law, including provisions relating to the protection of minors.
- Body parts or human remains.
- Protected animals or plants.
- Explosive materials.
- Any other illegal goods, services or transactions.
16.3 Market abuse
Any actions that violate the fair and orderly operation of the market, including, but not limited to, the following:
- the use of any form of market manipulation, including pumping and dumping schemes, substitution or other actions aimed at artificially inflating or deflating the prices of digital assets;
- the use of insider trading methods, i.e. the acquisition or disposal, or an attempt to acquire or dispose, at one's own expense or at the expense of another third party, directly or indirectly, of a Digital Asset, based on internal information related to the Digital Asset;
- disclosure of insider information to another person in a manner other than in the course of proper fulfillment of contractual obligations with the Company;
- recommendation or inducement of any person based on insider information to purchase or dispose of a digital asset to which this information relates;
- the conclusion of a transaction by placing a trading order or in any other way, by any other action or behavior (except for legitimate reasons in accordance with accepted market practice in the relevant market), which:
- create or may create a false or misleading impression about the supply or demand for one or more digital assets, as well as about the price or value of one or more digital assets;
- provide or may provide the price of one or more digital assets at an abnormal or artificial level;
- making a transaction by placing a trading order or by any other action or behavior that affects or may affect the price of one or more digital assets, which uses a fictitious device or any other form of deception or subterfuge;
- dissemination or by any means creation of conditions for the dissemination of information that create or may create a deliberately false or misleading impression of a Digital Asset.
- The transmission of false or misleading information or the provision of deliberately false or misleading input data in relation to a market benchmark, or any other behavior that manipulates the calculation of a market benchmark.
16.4 Conduct harmful to the Company
Actions, transactions or behaviour that may adversely affect the proper functioning of the CaspianEx Website, Platform, Services or the reputation of the Company, its affiliates or third parties.
- Using the Services for illegal or improper commercial purposes.
- Acting on behalf of third parties using your account.
- Interrupting, shutting down, burdening or otherwise interfering with the availability or proper functioning of the Services, including, but not limited to, forging, backing up, eavesdropping, hacking, denial of service attacks, reverse engineering or reprogramming.
- Bypassing encryption or other security tools used on the Company's website or in connection with the Services.
- Attempting to steal information from other users or individuals, including stealing identification information (usernames and passwords) or using another user's identification information to access parts of the Company's website to which you are not authorised.
- Infringe the intellectual property rights of the Company, its affiliates and third parties, including their trademarks and copyrights, or remove any trademark, copyright or other proprietary notices from the Company's Website or any Content posted thereon.
- Modify any Content posted by the Company or authorised third parties, including falsifying or removing any copyright notices, legal or other proprietary notices, attributions or source material uploaded or provided by Users.
- Copy or create derivative works based on the Company's website or any content posted thereon or obtained through the Services.
- The use of the Company's Website or Services, or any Content posted thereon, for any public display, public performance, sale or rental. The User agrees that any such use will be considered "unauthorised use".
- Posting of unsolicited or unauthorised advertisements, promotional materials, spam, letters of fortune, invitations to participate in financial pyramids or any other form of imposition of products or services, except in the areas designated for this purpose by the Users.
- Transmission of illegal, immoral, obscene or defamatory material or information, as well as confidential data under contractual, fiduciary or other relationships (for example, trade secrets, official information, information obtained under non-disclosure agreements) to or through the Services or the Company's website, except as provided by the Company.
- Transmitting or publishing to or through the Services any illegal, immoral, obscene, violent, knowingly false or defamatory material, messages, information or video, audio or other information that is contrary to public order and the norms of society.
- Collect personal data or other confidential information about other Users or third parties, including email addresses or other personally identifiable personal data, through the use of data mining tools, bots, scrapers or similar data gathering and extraction tools on the Company's website or in connection with the Services.
- Attempting to access the Account automatically, increase the number of views and clicks, submit requests or overload the Company's servers using automated tools such as agents, scripts, crawlers, spyware and toolbars or any other deceptive means without the prior consent of the Company.
- Attempting to download files, content, materials or code that contain viruses, Trojan horses, self-replicating programs (worms), malware, delay bombs, cancel bots, corrupted files or other software designed to damage, detrimentally interfere with, surreptitiously intercept data or expropriate system, data or personal information.
- The use of meta tags, pay-per-click advertisements or any other "hidden text" using the Company's website name or trademarks.
- The User agrees that any use of the Company's name or the Company's Website, as well as the Company's trademarks, is considered a violation of trademark rights, and undertakes to pay a penalty in the amount of 3,000,000 tenge for such violation, as well as reimburse all costs associated with the recovery of this amount.
- The User shall not imitate, copy, modify, decompile, disassemble, reverse engineer, distribute, mail, reproduce, license or create dereliction works, assign, transfer or sell the Services or the contents of the Services. The unauthorized use of the Services or the content of the Services may violate the intellectual property rights of the Company and other copyright holders and may be a violation of law under applicable law.
17. Termination or suspension of the Account
- The User has the right to apply for termination of the Agreement at any time. The request may be made through the dedicated information management menu on the Company site or by contacting the Company Client Service. However, a fourteen (14) day notice must be given to complete the application.
- The Company shall have the sole right to decide whether to:
- Acceptance of the Applicant's request for registration as a User.
- Suspension or termination of the User membership.
- Termination of the Agreement.
- Refuse to complete, block, cancel or suspend a transaction that the User has confirmed or authorized.
- Termination of the User access to any or all of the Services.
- The Company is authorized to make such decisions immediately or upon providing notice within a reasonable period of time, as appropriate. The Company reserves the right not to provide reasons for such decisions to the User. These decisions may be based on the following circumstances:
- Compliance with applicable law or a decision of a court or other authorities.
- Suspicions that the User has violated the terms of the Agreement.
- Concerns about the security of the User Account or the User Wallet.
- Suspicion of fraud, illegal use of the Services or financial crimes.
- Rejection of a credit or debit card, designated bank account or other payment method due to suspicious activity.
- Abortive trial, investigations or governmental audits related to a User Account.
- Attempting to avoid the Company's operational controls and risk identification procedures.
- Suspicion of anti-money laundering, financing of terrorism, fraud or other financial crimes.
- Providing false, incomplete, inaccurate or incorrect information or documents.
- Failure of the Company to verify the identity of the Applicant or User.
- Doubts about the connection to anti-money laundering or financing of terrorism.
- Attempts to re-register after suspension or termination of the Agreement.
- Confirmation of false statements or warranties in the Agreement.
- The Company reserves the right to make such decisions based on its sole discretion and in accordance with applicable law and Company policies.
- The Company may also refuse to complete a transaction that the User has confirmed or authorized if there are insufficient funds in the User Account or in the Company Wallet to cover the transaction and related commissions, including VAT (if applicable), at the time of receiving notification of the transaction.
- If the Company:
-
- refuses to complete a transaction;
- suspends or closes the User Account or Wallet;
- terminates the use of the Services by User,
- Company shall, unless prohibited by Applicable Law, notify User of the reasons for such denial, suspension or closure. If necessary, the Company shall develop a procedure to correct any factual errors that may have led to the rejection, suspension or closure. If the Company rejects to complete a transaction and suspends the User Account or Wallet, the Company will revoke such suspension as soon as the reasons for the rejection and suspension have been eliminated. However, the Company is not obligated to resume the transaction at the same price or under the same terms and conditions as before the suspension, refusal or revocation.
-
- The Company may suspend, limit or terminate the User access to any part of the Services or all of the Services at once, deactivate or cancel the User Account or his/her Wallets with the Company without giving any reason. In such event, the Company shall provide the User with such reasonable notice as may be appropriate in the circumstances, provided that the Company will endeavor to provide as much advance notice as possible within the scope of its business and in accordance with Applicable Law. The User admits that the Company's decision to take certain actions, including restricting access to, suspending or terminating the Users' Company Account, may be based on confidential criteria necessary to comply with the Company risk management and security protocols. The User agrees that the Company is under no obligation to disclose to the User details of its risk management and security procedures.
- Termination of the Agreement does not avoid payment obligations or other obligations with respect to any other matters, undertakings or conditions not already observed or fulfilled by any of the respective parties prior to termination.
- The User's obligations to the Company are due upon termination of the Agreement. In this case, the User shall immediately pay all outstanding debts to the Company. The User shall also immediately terminate the use of the Account. If the User fails to pay the outstanding debt or obligation within fourteen (14) days after termination, the Company may debit the balance of the User Wallet account or Designated Bank Account in its favor to settle the debt. The User grants the Company power of attorney and authority to take any such action to liquidate the available account balance of the User for the above-mentioned purposes.
- The Company shall not be liable to the User for any losses incurred by the User as a result of the Company liquidating the available balances in the User account.
- In any case, the Company reserves the right to require the User and/or any of its Related Third Parties to complete Know Your Client (KYC), Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) procedures before authorizing the User to transfer or withdraw credit balances in DA, Fiat Currency, tokens or other forms of virtual or digital currency that may be maintained by the Company and to build up a balance in the User Wallet(s) with the Company.
- In accordance with Applicable Laws regarding the retention of documents or records and the Privacy Policy, the Company shall delete or destroy User information and Personal Data upon termination of the Agreement or the expiration of the specified retention period for any document or record as required by Applicable Laws or Company Policy, whichever is later, except for transaction data related to the sale and purchase of DA. Data retention and deletion shall be in accordance with Applicable Law and the Privacy Policy.
- If the termination of the Agreement was the result of the User committing prohibited behaviors and/or actions amounting to a financial crime and/or market abuse, or harming the Company or the functioning of the Platform and Services, the Company may retain the User's information for a specified period of time to accept and process objections filed by the User. After the expiration of such period, the Company shall delete the User's information, except for transaction data related to the sale and purchase of DA. The storage and deletion of data shall be carried out in accordance with Applicable Law and the Privacy Policy.
- The Company may suspend or discontinue all or part of the Services with prior notice to Users.
- The Company may suspend or interrupt all or part of the Services in order to conduct regular system inspections or maintenance. If possible, the Company will announce in advance scheduled inspection or maintenance on or through the Services. During such procedures, use of the Services or Accounts will be suspended until the inspection or maintenance is completed.
- The Company shall not be liable for any Losses incurred by the User due to action, suspension, interruption or termination taken by the Company pursuant to this Section.
18. User Notice
The Company may send notices to Users:
- by e-mail to the last e-mail address provided and registered by the User with the Company. Such notice shall be deemed effective upon receipt or sending of the email by the Company (whether or not the User has read the email); or
- to the User legal mailing address or home address. Such notice shall be deemed received when User or User's representative makes acceptance or within 3 working days, whichever is earlier; or
- by posting an announcement in the news feed available on the website of CaspianEx. Such notice shall be effective from the date specified in the news feed.
19. Assurances and warranties
Each User, by entering into this Agreement with the Company, represents, undertakes and warrants that:
- he/she has the ability, power and authority to enter into, exercise his/her rights and perform his/her obligations under the Agreement;
- if the User is a representative of a legal entity, it is lawfully existing and duly registered, incorporated or formed under the laws of the jurisdiction in which it is incorporated or formed;
- he/she will have performed and completed all necessary actions, conditions and measures required to ensure that:
- enable User to lawfully enter into, exercise its rights, and fulfill and comply with User obligations under the Agreement; and
- ensure that these obligations are valid, legally binding and enforceable, accepted, performed and completed;
- the User obligations under the Agreement are valid, binding and enforceable;
- The user is solvent, able to pay its debts as they become due and is a going concern or is not an unrecovered bankrupt;
- conclusion by User of the Agreement, exercise of his/her rights and/or compliance with his/her obligations under the Agreement does not and shall not:
- breach any agreement to which the User or, if applicable, any of the Related Third Parties is a party or which is binding on any of the Users and the relevant assets of the User; or
- cause or obligate any of the Users to create any security over these assets;
- The User has obtained all permits, licenses, approvals, authorizations, preferences, or registrations and declarations issued by governmental or other relevant authorities required by the User and they are valid and effective, which shall not be contrary to the execution or enforcement of the Agreement;
- any DA, digital tokens, virtual and fiat currencies, cash or other funds used to fulfill User payment obligations under the Agreement or to make transactions with Digital Assets through the Services are from legitimate sources and do not represent proceeds of drug trafficking, illegally obtained (including any type of tax offense) or any other punishable act under Applicable Laws;
- The User does not and will not use the Services to finance any illegal or criminal activity (including the financing of terrorism);
- The User uses the Services (including trading in Digital Assets) for his/her Account and not for any other person (whether as an agent, broker, nominee holder or otherwise);
- The User (as well as, if applicable, Related Third Parties) is not included in any of the lists identifying prohibited countries, territories, and individual legal entities and/or private entities. The lists are maintained and updated by OFAC (Office of Foreign Assets Control), the EU (Consolidated List of Sanctioned Individuals and Companies), the United Nations, the Astana International Financial Centre and the laws of Kazakhstan, where appropriate; and
- all information that User provides or submits to the Company, including any additional confirmations or statements that the Company requires from User as necessary, is true, accurate and complete and is not misleading on any particular material point.
- User will notify Company immediately if it becomes aware that any of the foregoing statements in this Section have ceased or will cease to be true or accurate or may be misleading.
20. Limitation of Liability
- Notwithstanding any provision of this Agreement, User confirms and admits that the Company, its Affiliates and any of its respective directors, officers, employees, agents, contractors, suppliers, assignees and authorized agents shall not be liable to User for any indirect, consequential, incidental, special or punitive damages, or any direct or indirect lost profits or investment losses that Users or any Related Parties may have suffered due to contractual claims, breach of statutory duties or otherwise, under any circumstances or if such Losses arise from or in connection with the failure to act or omissions of other Users.
- Without prejudice to the foregoing generality, the Users admit that any investment made through the Services and based on any information obtained through the Services, which is directly or indirectly provided by any other Users, may cause Losses. The User is solely responsible for his/her final decision and for such Losses, and the Company is not responsible for the truthfulness, accuracy or legitimacy of the information, materials and facts posted by Users on its Services. The Company has no involvement with news, opinions and materials posted by Users on the Services, and the User posting articles and Users accessing such materials are solely responsible for any liabilities arising from the details of such publications. Each User is solely responsible for the course and resolution of any dispute with another User or third party regarding the use of any Service. Company shall have no obligation to become involved in and shall not be responsible for any dispute arising between Users or between a User and any third party through the Services.
- Notwithstanding any provision of this Agreement, the Company shall not be liable for any loss: direct, indirect, consequential, incidental, special or punitive, or for any direct or indirect lost profits or investment losses that Users or any third party may have suffered, whether arising in contract, tort, breach of statutory duty or otherwise, if such Losses are in connection with: trading, investing or speculating in Digital Assets or as a result of the foregoing activities, including but not limited to the following events: price fluctuations in DA, lack of liquidity in DA or any Digital Asset Markets, as a result of User's lack of understanding of the nature, mechanisms, market operations, risks and any other information regarding DA. Company does not provide any advice on Digital Assets or any warranty or representation as to the value, stability or legitimacy of DA, and nothing in this Agreement or the Services shall be construed accordingly.
- Notwithstanding any provisions of this Agreement, the Company, its Affiliates or Service Providers, as well as any of its officers, directors, agents, employees or representatives shall not be liable for any Losses: direct, indirect, incidental, Special or punitive damages, or any direct or indirect loss of profit or investment loss suffered by the User or any third party on the basis of a contractual claim under or in connection with this Agreement, in tort, violation of legal obligations or in any other way, if such Damages arise as a result of or related to:
- the occurrence of force majeure;
- illegal access by a third party to the Company server, disruption of the normal operation of other services, or use of Users' information without authorization;
- any failure or limitation of any Service that is unavoidable and caused by inherent features of the Digital Assets, such as defects or technical limitations in the system of issuance and management of the Digital Assets;
- for any reason related to Users, including loss or damage to the reputation or business reputation of User; any loss of business or opportunity, clients or contracts; any loss or loss of overhead, management or other labor costs; or any other loss of income, actual or anticipated savings, even if the Company has been notified or the Company is aware or should have been aware of the possibility of such events occurring;
- any inability to use hardware, software or data due to any corruption of data; including, but not limited to, any damages or losses resulting from inaccuracy, defect, omission of DA pricing data, any errors, delays in transmission of such data, interruption of such data or in connection with the aforementioned;
- any incorrectness contained in information provided by the Company through the Services, if the information is obtained from third party or third party sources;
- any failure or delay in receiving instructions or instructions due to any failure on the part of the User or any device or means used by the User to access the Services or Account;
- any delay where the content of User instructions is ambiguous, incomplete or somehow inaccurate;
- any unauthorized use of the Services or Account;
- any action or lack of action by communications operators, internet service providers or any other service providers;
- the enforcing of any of the Company rights under the Agreement, including any loss or damage that is not directly related to the breach of this Agreement by the Company; or
- any loss or damage which is greater than that directly caused by the breach of this Agreement by the Company (whether or not the User can prove such loss or damage);
- the dependency of the Company on information provided to the Company by Users;
- the impending enactment or amendment of any applicable legislation relating to DA, including any applicable tax obligations as well as the consumption tax;
- the use by the User of any websites or links available on or via the Services that are not operated by the Company; or
- any other termination, suspension, completion, unavailability or modification of any Services, the terms of which the User and the Company have already agreed to in this Agreement;
- by transfers of DA or Fiat currency to the User's external DA address, designated bank account or other accounts provided by the User, or any other transfers made in accordance with the User instructions. The Company is not responsible for the use of any Services offered free of charge, unless specifically provided for in the relevant laws;
- any lost profits or loss of anticipated revenue or profit, including any loss of anticipated trading profits and any actual or hypothetical trading losses, even if the Company should have been notified, was aware or should have known of the possibility. For example, if a User makes a claim due to the Company failure to properly process a buy or sell order, the User's claim for damages is limited to the value of the affected DAs involved in the transaction. The User shall not be entitled to recover any “loss” of expected trading profits or any actual trading losses incurred as a result of the failure to buy or sell.
- Therefore, the Company and its affiliates shall not be liable for damages to Users or third parties, regardless of the cause or manner in which such damages arise, unless they are directly related to the breach by the Company of the terms of this Agreement. The Users cannot claim compensation for losses that exceed the value of the affected Digital Assets in connection with this Agreement.
- The User agrees to reimburse the Company, its Affiliates, service providers and representatives of the Company for any losses, including attorneys' fees and penalties, that may arise from claims, actions or proceedings brought by third parties. These losses may arise due to the User's illegal actions or violation of this Agreement when using the Services.
- On its own initiative and at its own expense, each User is obliged to check whether it violates applicable laws when using the Service. The Company does not provide guarantees or recommendations regarding the User's compliance with applicable laws.
- In spite of other provisions of this agreement, the Company provides the Services as a Digital Asset Trading Facility and is not obliged to execute the User's orders. If the User's order cannot be executed due to the void or invalidity of the agreement or transaction, the Company shall not be liable to the User for any losses, whether direct, indirect, incidental, special or punitive, including but not limited to loss of profits or investment losses, suffered by the User or a third party, whether based on contract, tort, breach of duty or otherwise.
- The Company shall be liable to the Users only for those losses that could have been clearly and expressly foreseen as a result of a breach of this Agreement. In such cases, the Company's liability shall be limited to the terms set forth in this section.
- Neither the Company nor any of its Affiliates, service providers, officers, directors, agents, employees or representatives shall be liable for an amount in excess of the total value of the Digital Assets and/or fiat currency held in the User wallet with the Company at any time. If there is a dispute regarding a particular transaction, liability is further limited to the amount of the disreputable transaction.
- Limitation of liability is subject to local laws and jurisdiction, including the obligation of the Company to provide the Services with proper quality. This agreement does not release the Company from liability for wrongful actions such as fraud, fraudulent representation, intentional tort and cases of gross negligence that could have resulted in physical damage or even death.
- Services are provided “as is” and “as available” without any express or implied warranties, to the fullest extent permitted by law. The Company disclaims implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of the rights of others. The Company makes no representations regarding the continuity, stability, timeliness or faultlessness of access to its site or Services
- The Company makes no warranty as to the completeness and accuracy of the historical Digital Asset price data provided on its site. The Company makes reasonable efforts to process requests for bank accounts, credit cards, money transfers and other financial transactions promptly, but makes no guarantee as to the timing of processing, as this depends on many factors beyond the Company control.
- The Company is not responsible for damage or malfunctions caused by computer viruses, malware or other malicious software that may damage the Users' computers or other equipment, as well as phishing, spoofing and other attacks. The Company recommends to use anti-virus software and use caution when checking messages supposedly sent by the Company. The Company also warns of the risks associated with fraudulent attempts to gain access to the Users information and never requests confidential information via messages or emails. It is always wise to log in to Your account through the Company official site to verify transactions and other actions.
- The Company shall not be liable for breach of agreement, if such breach is caused by unexpected and unavoidable circumstances beyond the control of the Company or in case of mandatory laws.
21. Publication of the User Agreement and changes in conditions
21.1 Public access to documents
- To inform Users, the Company provides free access to its documents and publishes legal documents of the User Agreement, including these Terms of Service, the Privacy Policy and other documents, rules and regulations related to the Services on the Company's Website.
- Links to documents are contained on the main page of the Website. The publication of each document is accompanied by a function for downloading a PDF file of the document to the user’s computer, and for printing the document.
- Each document contains information about the date last updated, which appears as a "Last Updated" label below the document title.
21.2 Making changes and additions
- The company reserves the right to make changes to any documents of the User Agreement in accordance with current legislation. Changes to the document may include changes in the wording of terms, clauses, conditions and requirements, as well as the deletion of any clauses, sections of the document and / or the inclusion of new clauses or sections.
- The Company is obliged to inform Users about the above changes by publishing a general notice on the news feed of the home page of the Company Website or other available means determined by the Company.
- The notice of change includes the date or time when the change begins to take effect. The time at which changes will take effect after the notice is published will be determined based on reasonable considerations. If changes have a material impact on Users or Services, or do not have an effective date, they will become effective ten (10) days after the notice is posted.
- If the User does not agree with the proposed additions, changes or amendments, he may express his objection before the effective date of the changes and stop using the Services. The absence of objections from the User means his agreement with the additions, changes or amendments made.
- Continued use of the Services and access to the User Account after the Effective Date of the changes means the User’s consent to the obligations established in the User Agreement, taking into account the changes made.
- If any conditions for the User's use of the Services contradict the changes made, the Company reserves the right to suspend, terminate or limit the provision of Services to the User, even if the User has not exercised the right to terminate use of the Services.
22. Rights regarding publications
22.1 Rights to use User publications
- By submitting, publishing, posting or displaying any Publications or content on or via the Services (if provided by Company), the User grants to Company a non-exclusive, royalty-free license, with a worldwide effect, to:
- use, edit, store, copy, alter, disclose, adapt, reproduce, transmit, publicly perform, publicly post and distribute such Publications or their contents for the purpose of managing, improving, enhancing, expanding and promoting the Services and developing new services or features;
- use such Publications or their contents to create, compose or distribute dereliction works;
- authorize the media and mobile operators to report and broadcast the Publications or their contents for the purpose of promoting or selling the Services.
- If the Company intends to use the User's Publication in a manner other than as described above in this Section, the Company may obtain the User's prior consent by telephone or e-mail.
- Subject to the Company's compliance with this Section, the User shall be responsible for any losses or other problems resulting from the use of the User's Publications by the Company.
- The User agrees to reimburse the Company and its Affiliates for all Losses resulting from claims, actions or proceedings brought by third parties against the Company or its Affiliates arising out of unauthorized use of the Publications or infringement of such third parties' intellectual property rights with respect to the publications.
22.2 Intellectual property rights
- The CaspianEx trademark as well as all associated intellectual property rights are the property of the Company.
- The names, images, logos and other trademarks (“Marks”) identifying the Company or Related Third Parties and their products and services are protected by copyright. The Design Rights and Marks of the Company, its Affiliates and other relevant third parties are expressly protected by the Company, its Affiliates or relevant third parties. Nothing in the Agreement shall be construed as granting any license or right to use any trademark, patent, design right or copyright of the Company, its Affiliates or any other third party without the prior written consent of the Company. The User is not authorized to use the Marks of the Company, its Affiliates or the Marks of any other third party, including in advertising or on the site, or as a hyperlink, without the prior written consent of the Company.
- All links to the Company Site must include “caspianex.com”, or similar Company names. Any derivative use of Company names or Company websites, including the names of its Affiliates and any logos associated with the Services or displayed on the Company Site, are trademarks or registered trademarks of Company or its licensers. The Users are not authorized to copy, imitate or use them without the prior written consent of the Company.
- Company, its Affiliates and licensers own and retain all right, title and interest in and to:
- Company Site, including all platforms, websites and any other means used to provide the Services;
- all equipment, software and other items used to provide the Services; and
- all materials, including information, databases, data, documents, online graphics, audio and video provided through the Services that contain confidential information and are the property of Company, protected by applicable intellectual property and other laws.
- If the User uploads any software, application or script to the Services, the Company's Site or through the Services, including files and images created using the software, the Company grants the User a non-exclusive license to use such software only for the purposes provided in the Agreement. The User has no ownership or other rights to the software. The User shall not redistribute, sell, decompile, reverse engineer, disassemble or interfere with the software.
23. Complaints Procedure and Dispute Resolution
23.1 User feedback, questions or complaints to the Company
- If the User has feedback, questions or complaints, they should be directed to the Company Client Service as indicated on the Company Site or email the Company using the available contact information.
- To send feedback, questions or complaints, the User can use the request form to the Company's Customer Support Center, or write an email to the Company using the contact information provided on the home page of the Company's WebsiteThe User may be asked to provide the Company with his/her name, address and any other information necessary to identify the User concerned, as well as his/her Account number and information on the transaction for which the User has a feedback, question or complaint.
- In case of a complaint, the Users are given the opportunity to indicate the reasons for the complaint, suggest a way to resolve it, and provide other information that is relevant to the issue. The Company confirms receipt of the User's complaint, if it is submitted through the Company Client Service. The Company Client Service staff will review the complaint objectively based on the information provided, and within 15 working days of receiving the complaint, they will send an email to the User with resolution information.
- An offer of resolution presented to the User is binding only after acceptance by the User. This offer does not constitute an admission of any breach or liability on the part of the Company in relation to the subject matter of the complaint.
- In certain cases, the User may have the right to refer unresolved complaints to an independent dispute resolution body such as an AIFC arbitration court.
23.2 Complaints against the Company
The Users and others who are dissatisfied with the services and products offered by Top Line Limited or its employees may lodge a complaint with the Astana Financial Services Authority (“AFSA”), the financial regulator of the Astana International Financial Centre.
To lodge a complaint with AFSA, You can refer to the following contacts:
Phone: +7(7172) 64 72 60.
E-mail: fintechlab@afsa.kz.
AFSA office address: Mangilik El Avenue, 55/17, C3.2 Pavilion.
24. Confidentiality
- For purposes of this Section “Confidential Information” means information related to a party's technology, business, operations, finances, organization, or other aspects of a party that has been provided, disclosed, or otherwise obtained by a party as part of the Agreement or use of the Services. However, the following categories of information are not considered to be confidential:
- Information that is already publicly available or has been obtained by a party without violating the Agreement or applicable law.
- News obtained in a lawful way that does not require compliance with an obligation of confidentiality on the part of the third party authorized to provide or disclose the information.
- Information developed independently by a party without using Confidential Information.
- Information for which the parties have agreed in writing to make it public.
- Each User agrees to use Confidential Information solely for the purpose of using the Services and not to disclose, share or release it to any third party without the prior written consent of Company.
- Notwithstanding Clause 2, each User may disclose Confidential Information in response to a request or as required by law, court order or governmental authority. However, in case of such a request, each User shall immediately notify Company.
- If requested by the Company, the User shall immediately return or destroy the following items: (i) Confidential Information, (ii) documents and other materials containing Confidential Information, and (iii) all copies of said documents and materials, complying with the Company's instructions.
- The Company agrees to treat all information related to the User, its Authorized Representatives, beneficiaries, related persons and User Account, including personal data, as confidential in accordance with Clause 6.
- The Company may disclose information related to the User, its Related Persons and the User Account (including personal information) in the following cases:
- to directors, officers, employees or representatives of the Company, and to affiliates of the Company, their directors, officers, employees to the extent reasonably necessary and subject to confidentiality;
- to service providers or contractors engaged by the Company, their directors, officers and employees to operate the Services;
- to third parties to fulfil the Company's legal obligations in accordance with the requirements of the laws of the Republic of Kazakhstan in accordance with the established procedure.
25. Final provisions
- Nothing in the Agreement establishes affiliate status for either party. The Agreement does not make a party the agent of another party, except as expressly stated in the Agreement. Neither party is authorized to act for or on behalf of the other party without prior written consent.
- The User agrees to provide terms and conditions that would obligate the third party to comply with all terms and conditions of the Agreement and transactions executed on its basis.
- The Users are granted a limited, non-exclusive, non-transferable license to access and use the Company Site and related Content in accordance with the terms of the Agreement. Any other use of the Company Site or Content is strictly prohibited, and all rights and interests in the Company Site and Content remain the exclusive property of the Company and its licensers. The Users agree not to copy, transmit, distribute, sell, license, amend, publish or participate in the creation of dereliction works based on the Content, neither entirely nor partially.
- Notwithstanding the Company's intention to provide accurate and timely information on the Site, the Company does not warrant that the information is completely accurate, complete or current, and there may be technical inaccuracies and technical typos. In accordance with applicable law, information is subject to change or update without notice, including the Company policies, products and services. The Users shall verify information before trusting it, and the Company is not responsible for decisions based on information on the Company Site. The links to third-party materials are provided as a convenience but are not under the control of the Company. The Users admit that the Company is not responsible for the content of third-party materials or sites to which they link.
- The Users undertake to comply with the Company policy on prohibited activities and restrictions when using the Services and interacting with other users and third parties.
- The use of the Company Services and Site is subject to international export control regulations and economic sanctions, including Financial Action Task Force on Money Laundering (FATF) regulations. The Users agree to comply with these regulations when using the Services and the Company Site and acquiring, transferring, selling, exchanging or storing DA and other digital tokens supported by the Company. The Users may not use the Services if they are located in countries subject to sanctions or embargo by the USA or the United Nations, or if they are citizens or residents of such countries, or if their names appear on sanctions lists.
- If the Users receive information about another User through the Services, they must keep this information confidential and use it exclusively within the framework of the Services. Disclosure or transfer of data to other third parties or use of this information is only permissible if necessary to complete the transaction and other related functions such as contacting support, verifying documents or accounting. Such disclosure requires the express consent of the other User whose data is being disclosed. It is unacceptable to use the Services to send unsolicited electronic messages (spam messages, advertisements, links to resources without the recipient's request) to other Users.
- Users are responsible for, and assume the risk of, ensuring the security of access to their account on the Platform and the Services, which includes taking all reasonable steps to prevent loss, theft or misuse by a third party of the User's credentials and electronic devices used to access the Services.
The list of measures includes, but is not limited to, the following
- use a unique and strong password to access your account and change your password regularly;
- maintaining the confidentiality of the authorisation password and other security information and protecting it from compromise; and
- enable two-factor authentication (2FA) for the account;
- protect access devices (laptop, mobile device) from misuse or inadvertent use by unauthorised persons;
- robust antivirus protection of the access device, keeping antivirus databases up to date.
- If the User suspects that their Company account, wallet or any security data has been compromised, or if the User becomes aware of fraud, attempted fraud or other security incident (including cyberattacks) affecting that User or the Company, the User must notify the Company Client Support Team as soon as possible by email using the contact information provided on the Company Site and assist in providing accurate and up-to-date information for the duration of the Security Breach. The User shall comply with all reasonable requirements imposed by the Company to reduce, eliminate or prevent Security Breaches. The Company shall take into account the User's degree of responsibility in reviewing each incident.
- The Users are responsible for providing up-to-date information about their e-mail address and telephone number in their account profile in order to receive notices and alerts that the Company may send to the Users, including notices of actual or suspected security breaches.
- The Users are responsible for their own determination of whether any personal income taxes, including VAT, are due on all transactions they make through the Services. They are also responsible for withholding, paying, reporting and transferring the relevant tax amounts to the relevant tax authorities. The User's transaction history is available via their Account and Wallet.
- If the Company owns DA or digital currency and is unable to contact Users, and has no records of use of the Services by a User for several years, the Company may be required by applicable law to report the DA or digital currency as unclaimed property to authorities in certain jurisdictions. The Company will make attempts to contact the Users using contact information, including the address provided in its records, but if this is not possible, the Company may be required to transfer such DA or digital currency to the competent authorities in accordance with applicable law. The Company reserves the right to deduct fees for inactivity or other administrative fees from such unclaimed funds in accordance with applicable law.
- The Users cannot use their DA or digital currency kept in their Account and Wallet as collateral without the prior written consent of the Company.
- If any provision of this Agreement is held invalid or ineffective under applicable law, the validity of the other provisions will not be affected.
- The Company may not always strictly enforce its rights and authorizations under this Agreement. Failure to comply with rights and authorizations at any point in time does not constitute a waiver of those rights, and the Company may exercise them in the future. This may be considered as a temporary measure.
- All provisions of this Agreement that are intended by their nature to survive termination, including sections regarding suspension or termination, cancellation of Account, debts owed to the Company, general use of the Company Site, disputes with the Company and general provisions, will survive termination of the Agreement. All disclaimers, indemnifications and exclusions will survive termination of the Agreement.
- The User may not transfer or assign any of its rights, agreements, obligations, financial or contractual obligations under this Agreement without the written consent of the Company. The Company may transfer or assign its rights under this Agreement to any party without the permission of the User, but subject to prior notice. This Agreement is personal to User and may not be transferred or assigned to his or her successors in title. The Company reserves the right to transfer or assign its rights and obligations in accordance with law, including mergers and acquisitions.
- If any provision of the Agreement or any section thereof becomes invalid, illegal or unenforceable under the law of a jurisdiction, it will be held invalid, illegal or unenforceable, but the validity of the other provisions will not be affected.