KuCoin AU Terms and Conditions

KuCoin Australia Platform Terms of Use

  

  

These terms and conditions (Terms) govern the relationship between Axis One Markets Pty Ltd as the operator of KuCoin in Australia (the Company, we, us, or our), and you (Client, you or your), who accesses and interacts with the Platform and products and services offered by us (the Platform Services). These Terms are applicable to Australian Users only.

The Platform also provides access to specific services offered by the Service Providers (Other Services) which are governed by the separate terms and conditions of each respective Service Provider (Service Provider Terms) where applicable. The Platform Services and the Other Services are referred to collectively in these Terms as the “Services”.

By accessing or continuing to use the Platform Services, you agree to abide by these Terms, as updated and amended from time to time. You should read all of these Terms which are applicable to your use of the Platform Services, and if you do not agree with any of these Terms, you should cease using the Platform Services immediately.

You will have an opportunity to read the Service Provider Terms before engaging any Service Providers to provide you with any Other Services. To the extent that any Service Provider Terms or any annexures to these Terms conflicts with these Terms, the Service Provider Terms or the relevant annexure will prevail. You should read all of the Service Provider Terms which are applicable to your use of the Other Services, and if you do not agree with any of those terms, you should cease using the Other Services immediately.

1.              Important Information

1.1           Read these Terms carefully before registering to use the Services. The following Terms apply to you if you access and interact with the Platform or if you use any of the Services, and in doing so you hereby accept and agree to be bound by all the Terms herein.

1.2           The Platform Services are subject to these Terms. Specific terms and conditions which apply to products and services offered by Service Providers (i.e., the Other Services) are available in the Service Provider Terms. These Terms are designed to protect you and our company and our Service Providers.

1.3           By accepting these Terms, or by using or accessing the Platform or the Platform Services or Other Services, you agree to be bound by:

(a)            the Terms, in relation to the Platform Services provided by us; and

(b)            the Service Provider Terms, in relation to the Other Services made available to you via the Platform, as listed and linked in the table at clause 5.3.

For the avoidance of doubt, each of the Terms and each set of Service Provider Terms constitutes a separate and independent agreement, and you enter into each agreement only with the respective counterparty identified in that agreement.

1.4           By engaging us to provide you with the Platform Services, applying for, creating or logging into your Account, or accessing the Services through any Access Channels, you agree to comply with these Terms and any other applicable Service Provider Terms, terms and conditions, guidelines, rules or policies posted on our Platform.

1.5           We reserve the right to update, modify or replace these Terms at any time. Service Providers may also update the Service Provider Terms from time to time. Unless otherwise notified to you, any changes to these Terms will be effective immediately upon posting on our Website. While we may, in our sole discretion, take steps to notify you of any material changes to these Terms from time to time, it is your responsibility to regularly review these Terms to ensure that you are aware of any updates or modifications. Your continued use of the Services will constitute your acceptance of these Terms, the Service Provider Terms and any changes to the Terms from time to time.

1.6           Axis One Markets is enrolled and registered with the Australian Transaction Reports and Analysis Centre as a provider of digital currency exchange services, in accordance with the AML/CTF Act. Axis One Markets’ registration number is DCE [100844683-001] for digital currency exchange provider.

1.7           Axis One Markets is also an authorised corporate representative (CAR number: 1318896) of an Australian Financial Services Licensee, Echuca Trading Pty Ltd (AFSL number 297499),as authorised by Australian Securities and Investments Commission.

1.8           The Service Providers may provide Other Services to you as specified in the Service Provider Terms. You will deal only with the relevant Service Provider in respect of the Other Services. We do not provide the Other Services.

 

2.              Interpretation

The following rules of interpretation apply in these Terms unless the context requires otherwise: 

a.               singular includes plural and plural includes singular;

b.               headings do not affect interpretation;

c.               words of one gender include any gender;

d.               reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;

e.               reference to a person includes a corporation, joint venture, association, government body, firm and any other entity;

f.                reference to a party includes that party’s personal representatives, successors and permitted assigns;

g.               reference to a thing (including a right) includes a part of that thing;

h.               if a party comprises two or more persons:

1.               reference to a party means each of the persons individually and any two or more of them jointly;

2.               a promise by that party binds each of them individually and all of them jointly;

3.               a right given to that party is given to each of them individually;

4.               a representation, warranty or undertaking by that party is made by each of them individually;

i.                 a provision must not be construed against a party only because that party prepared it;

j.                 a reference to a document includes a reference to that document as amended, novated, supplemented, varied or replaced;

k.               references to time means that time in Sydney, Australia;

l.                 a provision must be read down to the extent necessary to be valid. If it cannot be read down to that extent, it must be severed; and

m.             another grammatical form of a defined expression has a corresponding meaning.

 

In these Terms: 

Access Channels means a method of using, requesting, or interacting with the Services, through the Platform, API, Website, phone, email, online chat, or any other means.

Account means your account with the Company which you registered in accordance with these Terms for the purposes of using the Platform and accessing the Services.

Affiliates means as to any corporation, partnership, limited liability company, association, trust, unincorporated entity or other legal entity (each a Person), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. The term “control” as used herein (including the terms controlling, controlled by, or under common control with) shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.

API means application programming interface designated by us or a Service Provider to enable access to the Services.

Applicable Law means any mandatory statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, requirement, or any provision of condition or any permit, license or other authorisation issued by any governmental and/or judicial authority having or asserting jurisdiction over the matter in question, whether now or hereafter in effect, in any jurisdiction, that is applicable to a party.

Authorised Users means the persons or corporate entities authorised to manage and operate the Account of the Client to access and use the Platform Services (or other Services) on behalf of the Client as notified in writing to the Company or its Affiliates by the Client from time to time, or such person that the Company or its Affiliates reasonably believes to be an authorised representative of the Client regardless of whether that person has been so authorised by the Client.

Back-End Infrastructure means the software, hardware, and networking architecture supporting the APIs.

Business Day means any day except a Saturday or a Sunday or a public holiday in Sydney, Australia.

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute or otherwise, whether involving a third party or otherwise and where and to the extent the context permits, includes all associated Loss.

Client means you or any of your Authorised Users.

Company Materials means the Platform APIs, Back-End Infrastructure, the Website, and the Platform.

Confidential Information means information, in any form, relating to a party’s business including but not limited to any products, fees, markets, operations, processes, techniques, technology, forecasts or strategies, excepting:

a.      information in the public domain other than because of a breach of these Terms; or

b.     information already known to a party prior to the disclosure by the other party;

Consequential Loss includes any Loss or Claim in the nature of consequential, indirect, incidental, punitive, exemplary, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of chance, loss of reputation, loss of use and/or loss or corruption of data, loss of expectations, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Derivative Trading Services means the derivative trading services offered by Echuca Trading Pty Ltd (AFSL No. 297499).

Digital Assets means a digital representation of value or a right that is transferable and stored electronically using distributed ledger technology or similar technology, including without limitation fungible, non-fungible, and other types of cryptographically secured tokens.

 

Digital Currency Exchange Services means the following services offered by us, Axis One Markets Pty Ltd (ABN 41 660 251 141):

1. 1. facilitating the exchange of Digital Assets for Fiat Currency or vice versa; and

 

1. 2. transferring Fiat Currency to you, and receiving Fiat Currency from you, as per your Orders from time to time;

 

1. 3. receiving Fiat Currency from you via a debit card, credit card or bank transfer before converting it into Digital Assets;

Digital Wallet means a digital wallet that is capable of storing Digital Assets.

Fees means the fees or charges (including spreads, commissions or transaction fees) to be paid by you to us in connection with the Services or any third party.

Fiat Currency means United States Dollars, Australian Dollars, European Union Euros, New Zealand Dollars, or any other sovereign-issued currency established as legal tender by Applicable Law (excluding any Digital Assets).

Force Majeure Event means any circumstances beyond the reasonable control of the parties (including but not limited to epidemics, pandemics, blockchain congestion or attacks, change of Applicable Law, regulatory or policy change, Court judgment or orders, administrative action, Government sanctions or orders, connection outages, market failures, acts of God, strikes, lockouts, riots, acts of war, fire, communication line failures, power failures, earthquakes, or other disasters whether known or unknown at the time the parties enter into these Terms).

Insolvency Event means the happening of any of the following events in relation to a body corporate:

(1)        the body corporate becomes an externally-administered body corporate;

(2)        a person is appointed a controller, administrator, receiver, provisional liquidator, trustee for creditors in bankruptcy, liquidator or an analogous appointment is made in respect of the body corporate;

(3)        the body corporate is taken to have failed to comply with a statutory demand under Applicable Laws;

(4)        the body corporate suspends payment of its debts, or enters, or takes any step towards entering, a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;

(5)        a secured creditor of the body corporate enforces its security in relation to its debt for an amount in excess of $50,000;

(6)        the body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable; or

(7)        any equivalent event applicable to a body corporate under foreign laws.

Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, in relation to the Platform, the Platform Services, us or any of the Service Providers or otherwise, including:

1.     patents, inventions, discoveries, designs, copyright, moral rights, trade marks, service marks, trade names, brand names, business names, product names, domain names or rights in designs, art, images, drawings, know how, product names, trading styles, get-up, processes, methodologies, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;

2.     any application or right to apply for registration of any of these rights or other rights of a similar nature arising or capable of arising under statute or at common law anywhere in the world;

3.     other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967;

4.     any registration of any of those rights or any registration of any application referred to in paragraph (2); and

5.     all renewals and extensions of these rights.

Loss includes any loss, damage, cost, charge, liability or expense damages, penalties and liabilities of any kind whatsoever including, without limitation, legal costs and expenses (on a full indemnity basis) and Consequential Loss of any kind.

Order means any instruction, request, or order given to us by you in relation to the operation of your Account or to execute any Transaction, through such medium and in such form and manner as the Company may require.

Other Services means the services provided by a Service Provider including the exchange of Digital Assets for other Digital Assets, transferring Digital Assets to you, and receiving Digital Assets from you, Card Services, the Derivative Trading Services and any other services not otherwise provided by the Company in these Terms.

Service Provider means an Affiliate or independent third-party service provider which may provide Other Services to you via any Access Channel.

Personal Information has the meaning given to that term in our Privacy Policy.

Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party.

Platform means the technology platform operated by us including APIs, the Website and any Back-End Infrastructure.

Platform Services means the services provided by us pursuant to these Terms including:

(1)            providing you with access to the Platform;

(2)            establishing an Account for you to access the Platform; 

(3)            providing you with Digital Currency Exchange services; and

(4)            other functions and services we may offer from time to time online or via an app provided by the Company;

            for the avoidance of doubt, the Platform Services explicitly exclude the Other Services.

Privacy Policy means our privacy policy as amended by us from time to time, located at https://www.kucoin.com/legal/privacy-policy or any other location as may be specified by us.

Prohibited Jurisdiction means a jurisdiction where users are prohibited from using any of the Services in accordance with Applicable Law, including but not limited to those promulgated by the UNSC or DFAT. For the purpose of this Agreement, Prohibited Jurisdiction shall also include the United States (including its territories such as Puerto Rico, Guam, the Northern Mariana Islands, American Samoa, etc), Singapore, the mainland of China and Hong Kong, Malaysia, and Ontario, Canada. The list of Prohibited Jurisdictions may be updated from time to time at our sole and absolute discretion.  

Purchase Price means the amount of any purchase (or pre-purchase) of any product or service, including any Digital Asset, available through the Platform.

Sales Tax means any form of value added tax including, without limitation, value added taxation or goods and services taxation or other similar sales tax.

Sanctions Lists means any of the following sanctions lists:

(1)        the United Nations Security Council (UNSC) Consolidated List; or

(2)        the Consolidated List maintained by the Department of Foreign Affairs and Trade (DFAT) of the Commonwealth of Australia.

Services means the Platform Services provided by us and Other Services provided by the Service Providers.

Service Provider Terms means the terms of use covering the Other Services provided by the Service Providers.

Smart Contracts means software code running on the Ethereum blockchain, any layer 2 blockchain or any another smart contract enabled blockchain.

Transaction means selling, purchasing, transferring, or withdrawing or entering into any other type of transactions, or agreeing to sell, purchase or enter into any other type of transactions, involving Digital Assets, or other asset(s) or product(s) as we may from time to time permit to be carried out.

Website means https://www.kucoin.com/en-au, including any subdomains under the https://www.kucoin.com/en-au domain, provided always it contains “au” in the domain or subdomain, in connection with the Platform Services.

Your Digital Wallet means any Digital Wallet that you control and use to interact with the Platform and/or the Services (as applicable);

Your Jurisdiction means the State or Territory in Australia where you are ordinarily resident or from which you enter into any agreement with us.

 

3.              Eligibility to use the Services

3.1           By accessing or using any of the Services, you represent and warrant that you satisfy the following eligibility criteria:

(a)            if you are an individual person, you are at least 18 years old and have the legal capacity to enter into these Terms in Your Jurisdiction;

(b)            if you are using the Services as an Authorised User, you have the authority to bind such Client;

(c)            you are not impersonating any other real person, organisation, or entity;

(d)            you are NOT a person or organisation or entity who is a citizen of, resident, incorporated, has a registered office or is located in any Prohibited Jurisdiction (Prohibited Person or Prohibited Entity);

(e)            you are not using a virtual private network or other means to obfuscate your location or access to the Services and/or the Platform;

(f)             you are not on any Sanctions List nor are you acting on behalf of, together with or for the benefit or convenience of anyone who is on any Sanctions List;

(g)            you do not intend to knowingly send or receive any Digital Assets or Fiat Currency to or from any person or Digital Wallet (as applicable) that is listed on any Sanctions List;

(h)            you are not restricted or prohibited from using our Services under these Terms, any Applicable Laws, or any additional terms that may apply to you from time to time; and

(i)             you are not using any form of technology to circumvent your compliance with these Terms.

3.2           If at any point in time you do not satisfy any of the above eligibility criteria, you must immediately cease using our Services. We reserve the right to restrict or terminate your access to our Services if we determine, in our sole discretion, that you do not meet the eligibility requirements or are in violation of these Terms or any Applicable Laws, regulations, or rules.

4.              Access to Services

4.1           By accessing the Platform and the Website, you will have access to the Platform Services. You may also be able to access the Other Services, which are provided by Service Providers and subject to separate Service Provider Terms.

4.2           We may, at our sole discretion:

(a)            add access to additional Services and/or Service Providers from time to time; and/or

(b)            remove access to Services and/or Service Providers from time to time.

4.3           The following table sets out the Services which you may access via the Platform, Service Providers, and the applicable Service Provider Terms(s). Each Service Provider Terms is linked in the table and forms a separate agreement independent of these Terms.

Service	Service Provider(s)	Service Provider Terms
Platform Services	Axis One Markets Pty Ltd	These Terms
Derivative Trading Services	Echuca Trading Pty Ltd	Echuca Trading Client Agreement
Digital Currency Exchange Services	Axis One Markets Pty Ltd	These Terms
Digital Asset Exchange Services	Peken Global Limited; and/or as provided at the specific product or service	KuCoin Terms of Use,  and/or the Terms provided at specific product or service.
Other Services	Peken Global Limited; and/or as provided at the specific product or service	KuCoin Terms of Use, and/or the Terms provided at specific product or service.

 

4.4           The Other Services are provided by the Service Providers. We will notify you via an update on the Platform Terms or by email, of any addition or removal of Services and/or Service Providers made in accordance with subclause 5.2 above.

5.              Orders

5.1            You must ensure that any Order submitted is complete and accurate, and you consent to the execution of such Orders through the Platform. We are not required to verify the accuracy, authenticity or validity of any Order and will not monitor or reject Orders on the basis that they are, or appear to be, duplicates or in error. However, if we are in doubt as to the accuracy, authenticity or validity of an Order, we may refuse to act upon or defer acting upon any Order, or seek further information with respect to the Order.

5.2           Unless otherwise stated on the Platform, Orders are irrevocable and therefore once an Order has been submitted, you have no right to rescind or withdraw it without our written consent. Your Order is not deemed to be received by us until it has been received by our server. Our record of all Orders will be conclusive and binding on you for all purposes.

5.3           By submitting an Order you are authorising us to initiate the Transaction in relation to your Account. We are therefore authorised to withdraw or deposit (or provide settlement information to third parties for the purposes of the third party withdrawing or depositing) Digital Assets out of or into your Account in accordance with your Orders (including for the purposes of paying any Fees). If you have insufficient Digital Assets in your Account, then we have the right to refuse to effect any Transaction. It is your responsibility to have sufficient Digital Assets credited in your Account.

5.4           You are aware that Orders and information transmitted on the Platform are generally transmitted via the internet and may be routed via public infrastructure which are not specifically protected. We cannot guarantee that the Orders and information transmitted will be completely protected against unauthorised access, and you accept the associated risks. We also cannot guarantee that the Platform will be fit for purpose or free from defects. You are also aware that due to the technological features of Digital Assets, your transaction information in relation to Digital Assets may be stored on a blockchain, and to that extent is public and viewable by anyone.

5.5           We do not own or control the underlying software protocols which govern the operation of Digital Assets. Generally, the underlying protocols are “open source”, which means that anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols and we do not guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Assets you store in Account or Your Wallet may change.

6.              Transactions

6.1           You may enter into Transactions which may or may not be facilitated by us.

6.2           We may rely on third party servicers or public blockchains, and do not represent or warrant that any Transaction will be completed successfully or within a specific time period.

6.3           You can only transfer from and withdraw Digital Assets to Your Wallet and represent that Your Wallet(s) is or are owned or registered in your name and any Digital Asset is beneficially owned by you.

6.4           Prior to opening an Account or acting on your Orders, we may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes, and as required by Applicable Law. This may mean you are prevented or delayed from carrying out a Transaction until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements. You authorise us and our Affiliates to share information for the aforementioned purposes. 

6.5           You acknowledge that, due to the volatility of Digital Assets, and the timing of public blockchains, including variable block times, network congestion and slippage, your Orders may not be executed at the market price prevailing at the time of your Order to us. While we will endeavour to obtain the best available price for any Digital Asset we supply for any Transaction, we cannot guarantee that we will obtain the best available price and will use our best endeavours to supply the Digital Asset at a reasonable market price, determined in our absolute discretion. You will remain on risk at all times for any price movements relating to your Digital Asset from the time we enter into a Transaction with you.

6.6           Unsupported Digital Currencies:

 

a.               You should never attempt to send us Digital Assets which are not supported by us, or send Digital Assets to a Digital Wallet which does not support the relevant Digital Asset, as doing so may result in total loss of your Digital Assets. The Company and its Affiliates do not accept any liability for loss of Digital Assets sent by you to a wrong or incompatible Digital Wallet.

 

b.     The Company and/or its Affiliates may in its sole discretion terminate support for any Digital Asset and, where possible, will give you reasonable advance notice of any such termination subject to Applicable Laws and legal, regulatory and compliance requirements. In case of termination of support for a Digital Asset, we may permit you to withdraw or transfer the Digital Assets from your Account or to require you to liquidate or convert the Digital Assets during such notice period, otherwise you may lose the Digital Assets and in which case the Company and its Affiliates will not be responsible to reimburse you such Digital Assets.

6.7           You are responsible for the control and use of your Account. As such, we will assume that you have authorised any Order sent from your Account. It is important that you monitor your Account history to ensure any unauthorised or suspicious activity on your Account is identified and notified to us as soon as possible. We are not responsible for any Claim or Losses resulting from a Transaction executed as a result of an unauthorised Order.

6.8           To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Account as long as it is required to fulfil their intended purposes, or such other period as prescribed by any Applicable Law. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Platform and the Services.

6.9           We do not normally permit negative balances in your Account. If your Account has a negative balance for any reason, the negative balance shall be immediately due and payable by you to us without further notice to you and we shall be entitled to immediately set-off a negative balance against any transfers to your Account . Further, we may, in our sole discretion, suspend your Account until you have discharged the negative balance and returned your available balance to zero or more.

7.              Account security

7.1           By using or accessing any of the Services, you acknowledge and accept that:

(a)            it is your responsibility to maintain the security of the systems you use to connect to the Platform and/or access the Services;

(b)            you must ensure that you, your Authorised Users, and any of your third-party providers keep all security credentials to access your Account secure at all times. We reserve the right to replace, update, or auto-expire security credentials from time to time;

(c)            if you know or suspect that anyone other than you has access to the log-in details of your Account, you must reset your security credentials immediately through the Platform;

(d)            where the Platform or Website contains links to other sites and resources provided by third parties, these links are provided for information purposes only. We have no control over the content of such sites and resources, nor are we liable for any content on such sites;

(e)            no data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us; and

(f)             any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.

7.2           If we reasonably believe that an event or series of events may impact or compromise the security, integrity, availability and/or continuity of the Platform, Website, or Services (including any API) (Security Incident), we may, at our sole discretion:

(a)            make features (or all) of the Platform, Website, and/or Services temporarily unavailable to Clients while addressing the Security Incident(s);

(b)            post a notice to the Website and/or Platform regarding the Security Incident(s);

(c)            provide updates at intervals we deem reasonable by us in the circumstances via the Website, Platform, or via email, until the Security Incident is resolved; and

(d)            provide a final update via the Website, Platform, or via email, at the conclusion of the Security Incident, if necessary.

8.              Platform availability

We will use reasonable endeavours to make the Platform available, excluding any downtime attributable to Force Majeure Events or scheduled or emergency maintenance. We do not guarantee the availability of the Platform or that the Platform, or any content on it, will be free from errors or omissions.

9.           Proper use

9.1        You must only use the Services for lawful purposes. You are prohibited from doing any act that we, acting reasonably, consider to be inappropriate, or which is unlawful or prohibited by any Applicable Laws which may apply to the Website, the Platform, or the Services, including but not limited to any act which would constitute a breach of privacy, using the Services to defame or libel us, our employees or any other person.

9.2        You must not:

(a)            reverse engineer the code contained in the Website, Platform, or Services, or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to our Website or Platform or any of the Services any material which we have not authorised including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic or otherwise or which is detrimental or in violation of our security protocols;

(b)            damage, disrupt, interfere with or misuse the Website, Platform, or Services, including by data mining, hacking, data harvesting or scraping or using similar data gathering and extraction tools in respect of the Website, Platform, or Services;

(c)            launch any automated program or script, including web crawlers, web robots, web indexers, bots, viruses or worms or any program which makes multiple server requests per second or impairs the operation and/or performance of the Website, Platform, or Services;

(d)            email or otherwise upload any content that:

(1)            infringes any Intellectual Property Rights or other proprietary rights of any party, including (for the avoidance of doubt) the Company and any Service Providers;

(2)            you do not have a right to upload under any Applicable Law or under contractual or fiduciary relationships;

(3)            poses or creates a privacy or security risk to any person;

(4)            constitutes unsolicited or unauthorised advertising, promotional activities, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; or

(5)            in our sole discretion is objectionable or which restricts or inhibits any other person from using or enjoying the Website or Services, or which may expose us or our users to any harm or liability of any type;

(e)            violate any applicable local, state, national or international law, or any regulations having the force of law, including any Applicable Law in Your Jurisdiction;

(f)             solicit Personal Information from anyone under the age of 18;

(g)            rent, lease, loan, trade, sell/re-sell or otherwise monetise any of the Services or related data or access to the same;

(h)            harvest or collect email addresses or other contact information of other users from the Website, Platform, or Services, by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

(i)             advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorised;

(j)             further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purposes of concealing economic activity, laundering money, proliferation financing or financing terrorism;

(k)            obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website or Services;

(l)             create user Accounts by automated means or under false or fraudulent pretences, including for the purpose of gaming, rigging, circumventing or manipulating any product or services which we or Service Providers offer, including any promotions or other incentives;

(m)          access or use the Website, Platform, or Services for the purpose of creating a product or service that is competitive with any Services;

(n)            use any device, software or routine intended to damage or interfere with the proper working of the Website, Platform, or Services, or to intercept or sequester any system, data, images or other multimedia elements from the Website, Platform, or Services; or

(o)            use the Website, Platform, or any of the Services in any way that would breach any other provision of these Terms or any of the Service Provider Terms.

10.           Fees

10.1        By using the Platform Services, you agree to pay any applicable Fees associated with the Platform Services. All Fees will be disclosed to you before they are charged.

10.2        We reserve the right to terminate your Account if you fail to pay any Fees associated with the use of the Platform Services. We may also withhold access to certain features or services until any outstanding payment is made in full.

10.3        Fees may include, without limitation: transaction fees, third party fees, conversion fees, gas fees and any other fees applicable to the Platform Services.

11.           Other Services

11.1        The Other Services will be governed by the respective Service Provider Terms and may include separate fees, charges, warranties regarding the accuracy of their information or services, disclaimers, risk warnings, limitations and indemnities. You will be notified of the respective Service Provider that may provide you with Other Services.

11.2        Other Services may have terms and conditions and privacy policies that differ in substance from ours. You understand and acknowledge that it is your sole responsibility to carefully review and understand the terms and conditions of any Other Services, including their respective privacy policies and how they may use any of your information.

11.3        We reserve the right to add, substitute, change, suspend, remove, disable, restrict, or otherwise impose access to or limit the access to any Other Services available via the Platform or Website at any time without notice to you.

11.4        By accessing or using the Platform or Website, you acknowledge that any and all functions provided by Service Providers in relation to the Other Services are the sole responsibility of those Service Providers. You expressly release us from any Claims or Loss arising from your use of any Other Services, including any resulting Losses or Claims you may suffer.

12.           Acknowledgements and warranties

12.1        Nothing in these Terms excludes, restricts, or modifies or purports to exclude or restrict any mandatory conditions, warranties and undertakings, rights or liabilities arising under or implied into these Terms under Applicable Laws.

12.2        You are not permitted to use or access the Platform or any Services in any jurisdiction where such access or use would violate the Applicable Laws of such jurisdiction. We reserve the right, in our sole and absolute discretion, to limit the availability of the Platform and Services to any person, geographic area, or jurisdiction, at any time.

12.3        The Platform is provided to you strictly on an “as is” and “as available” basis. By accessing or using the Platform, you hereby expressly represent to us and warrant that:

(a)            any information provided to us by you is accurate and complete, including any Orders which you provide to us in relation to your Account and any Transaction;

(b)            we are entitled to rely upon, and you are responsible for, all Orders provided in relation to the operation of your Account including in relation to any Transaction;

(c)            you have independently satisfied yourself in respect of all matters in connection with these Terms having had the opportunity to seek and obtain legal, financial and tax advice;

(d)            you understand that the Other Services are not provided by us and that we are not responsible for the Other Services;

(e)            entry into the Terms does not and will not violate any other agreement to which you are bound or any Applicable Law, rule, regulation, order or judgment to which you are subject;

(f)             you possess the legal capacity and authority to enter into these Terms and to form a binding agreement under any Applicable Law, to use the Platform in accordance with these Terms, and to fully perform your obligations hereunder;

(g)            if you use the Platform on behalf of an organisation or entity, you represent, warrant and agree:

(1)            that you are duly authorised under any Applicable Law to represent such entity in connection with these Terms and to commit it to be bound by these Terms;

(2)            make all representations and warranties herein on both your and its behalf; and

(3)            personally guarantee performance by such entity;

(h)            you possess the knowledge and judgment necessary to decide whether to use the Platform or any other Services (as the case may be) or otherwise engage with us or the Service Providers (as applicable);

(i)             you are responsible for complying with Applicable Laws regarding your use of the Platform including, without limitation, the determination of whether use of the Platform complies with laws applicable to you;

(j)             you have all necessary licences, permits, registrations, or approvals to use the Platform as may be required by any Applicable Laws of Your Jurisdiction;

(k)            none of the activities for which you use or access the Platform is derived from or for any illegal or unlawful purpose;

(l)             you are the lawful owner and controller of your Account and any dealings entered into via the Platform with your Account is solely for your own benefit and not on behalf of any other person, unless you are a duly appointed Authorised User of such other person or entity;

(m)          you will only use the Platform for lawful purposes and you warrant that you will not perform any act that is unlawful or prohibited by Applicable Laws, including but not limited to any act which may constitute a breach of privacy, money laundering, proliferation financing, participating in or facilitating any scam or phishing activity, or the financing of terrorist activities;

(n)            you will not seek to pre-fetch, cache, index, copy, re-utilise, extract, incorporate, store (including in a database) or otherwise utilise any of the Services in a way which would effectively circumvent any part of the Services or any automated Fee calculation or collection, to take steps which would expose any part of the Services to any viruses or other harmful program;

(o)            you will not seek to compromise, break or circumvent any technical processes or security associated with the Services;

(p)            you will not promote violence or discrimination or engage in any activity which, in our reasonable opinion, involves spreading or attempting to spread misleading information(q)            you will not engage in any behaviour through your use of the Services that is threatening or abusive or likely to harass, upset, embarrass or annoy another person;

(r)             you will not behave in a manner that gives the impression that your conduct originates from us or is approved by us;

(s)            you will not use the Services in a way that, in our sole and absolute discretion, acting reasonably, is undesirable;

(t)             you will not damage, disrupt, interfere with or misuse the Platform, including by data mining, hacking, scraping, data harvesting, the launching of any automated program or script including web crawlers, robots, indexers, bots, viruses, or worms, or by using any other malicious software, including those which make excessive server requests or impairs the operation and/or performance of the Platform as determined by us in our sole discretion;

(u)            you have not relied on any representations or warranties made by us in relation to the Services unless expressly stipulated in these Terms; and

(v)            you will be responsible for the use of any part of the Services, and you must not use or permit another person to use any part of the Services:

(1)            to break any Applicable Laws (including participating in money laundering, terrorist financing, proliferation financing, market manipulation, insider trading or wash trading) or infringe any person’s rights (including Intellectual Property Rights);

(2)            to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;

(3)            to develop, utilise, or disseminate any software or interact with the Services in any manner that could harm, or impair it;

(4)            use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or platform not authorised by us to access the Services, extract data or otherwise interfere with or modify the rendering of the Services or functionality; or

(5)            in any way that damages, interferes with or interrupts the supply of the Services.

(w)           you are not, and are not acting on behalf of or together with any person or entity, on any of the Sanctions Lists and you are not a Prohibited Person or Prohibited Entity; and

(x)            you have read and agree to assume the risks identified above and as set out in this clause.

12.4        Each party warrants and assures the other party that:

(a)            if a legal entity:

(1)            it is duly incorporated and validly exists under the law of its place of incorporation; and

(2)            it is not subject to an Insolvency Event.

(b)            if an individual person or a legal entity:

(1)            the execution and delivery of this agreement has been properly authorised by all necessary action of each party; and

(2)            this agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms by appropriate legal remedy.

12.5        To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including (without limitation) liability for Consequential Loss caused by breach of any express or implied warranty or condition. In particular, we do not warrant:

(a)            that your access to the Platform will be free from interruptions, errors or viruses; or

(b)            the accuracy, adequacy or completeness of information on the Platform (nor do we undertake to keep the Platform updated).

13.           Intellectual Property

13.1        Nothing in these Terms shall operate to assign or otherwise transfer any Intellectual Property Rights in the Company Materials or otherwise.

13.2        You acknowledge and agree that:

(a)            the Company Materials are owned by, or licensed to, the Company or otherwise made available under open source software licences; and

(b)            you will not copy, rent, lease, sell, distribute, or create derivative works based on the Company Materials, in whole or in part, by any means, except as expressly authorised by the Company in writing; and

(c)            the Company Materials are protected by copyright, patent, trade mark, trade secret or other proprietary rights and laws. Except as expressly authorised by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works from any of the Company Materials, in whole or in part.

13.3        The Company grants you, in connection with these Terms, a non-exclusive, non-transferable, non-sub-licensable, royalty-free, revocable, limited license to use the Company Materials solely to the extent necessary for your ordinary use of the Services although you must not, except as expressly authorised by the Company or under Applicable Laws, copy, imitate, profit from, or use the Company Materials without our prior written consent. All right, title, and interest in and to the Company Materials, any content thereon, the Services, and any and all technology or content created or derived from any of the foregoing is the exclusive property of the Company.

13.4        The Company warrants that the Company Materials do not infringe the Intellectual Property Rights of any third party.

14.           Confidentiality

14.1        Each party acknowledges that it may receive access to Confidential Information (Receiving Party) of another party (Disclosing Party) pursuant to these Terms.

14.2        The Receiving Party will not, and must ensure that each member of the Receiving Partys Personnel do not, use the Confidential Information for any purpose other than strictly for the purposes of complying with the Receiving Partys obligations, or exercising the Receiving Partys rights, under these Terms.

14.3        The Receiving Party will ensure that the Receiving Party, and each member of the Receiving Party’s Personnel, will not disclose or permit the disclosure of the Confidential Information to any person other than to the extent the Receiving Party can prove:

(a)            the disclosure is to a member of the Receiving Party’s Personnel who requires the Confidential Information for the purpose of performing the Receiving Party’s obligations under these Terms, is aware of the Receiving Party’s obligations under this clause and has agreed to comply with the Receiving Party’s obligations under this clause as if the person was a party to these Terms;

(b)            the disclosure is in accordance with the Disclosing Party’s specific and prior written consent; or

(c)            the disclosure is required by law.

14.4        Without prejudice to any other rights or remedies that a Disclosing Party may have, the Receiving Party acknowledges that damages alone would not be an adequate remedy for any breach or threatened breach by the Receiving Party of this clause and accordingly, the Disclosing Party shall be entitled without proof of special damage to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this clause.

15.           Disclaimers and risk disclosure

You acknowledge that:

15.1        the Company and the Service Providers do not have access to the private key(s), seed phrase, password, device or other means that you use to access or interact with Your Digital Wallet that is linked to your Account or used by you to interact with the Services. If you lose, mishandle, or have stolen associated private keys, seed phrase, password, device or other means, you acknowledge that you may not be able to recover any associated Digital Assets and that we are not responsible for such losses;

15.2        we and our Affiliates do not and cannot represent or guarantee that any of the information provided by Service Providers and made available through the Platform is accurate, timely, reliable, complete, or appropriate for your needs;

15.3        you expressly acknowledge and agree that your use of the Platform or any of the Services is at your sole risk. To the maximum extent permitted by law, we expressly disclaim all representations and warranties, express or implied, including but not limited to, any representations or warranties of non-infringement, merchantability, usage, security, suitability or fitness for any purpose, or as to the technical coding or the absence of any defects therein of the Platform;

15.4        we and our Affiliates do not represent or warrant that the Platform or the Company Materials are accurate, complete, reliable, or error-free;

15.5        the Platform is provided on an “as is” and “as available” basis without any warranties from us of any kind, either express, implied, or statutory. We and our Affiliates make no representations or warranties regarding the software including that:

(a)            the software is of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment;

(b)            the software will be uninterrupted, secure, private, error free or free from harmful components or that any error will be fixed;

(c)            any data transmitted to the software by you will be secure or not otherwise lost or altered; and

(d)            we and our Affiliates are not liable for any harm or Loss suffered as a result of using the software in respect of trading, transacting, loss of any asset, including any Consequential Loss, whether due to a security breach or cyber attack, or electronic or technological failure, registration errors or for any other reason;

15.6        you understand that Services involving Digital Assets carry financial and regulatory risks. The price of Digital Assets are volatile, and there are risks associated with purchasing Digital Assets including but not limited to, the risk of purchasing counterfeit assets, mislabelled assets, assets that are vulnerable to metadata decay, assets on Smart Contracts with bugs, and assets that may become non-transferable. Transactions involving Digital Assets are generally irreversible, and there is no guarantee of liquidity or price stability. You should carefully consider whether purchasing, holding, or engaging with Digital Assets is suitable for you, given these risks. By accessing any of the Services involving Digital Assets, you acknowledge and accept such risks;

15.7        no advice, information, statement, or marketing materials we make should be treated as creating any warranting or representation concerning the Platform or the Services;

15.8        we and our Affiliates do not endorse, guarantee, represent, warrant, or assume responsibility in any way for any dealing or exchange of Digital Assets by you, including any Digital Assets offered to or acquired by you in connection with any third party product or services which are accessible to you via the Platform;

15.9        you are wholly responsible for assessing and determining whether any third party product or service is appropriate for you, including any dealing or exchange of Digital Assets, including seeking independent advice, and we and our Affiliates do not offer any advice of any kind in relation to any third party products or service or Digital Assets;

15.10      we and our Affiliates do not endorse, guarantee, represent, warrant, or assume responsibility in any way for any advertisements, offers, or statements made by Service Providers concerning the Platform, Website, or any Other Services; and

15.11      the Platform and Website may contain references or links to third party products, services or resources that we do not own or control (including without limitation the Other Services). We do not endorse or assume any responsibility in relation to any third party products, services or resources (including without limitation the Other Services); and

15.12      to the maximum extent permitted by law, we and our Affiliates expressly exclude all warranties and conditions which are not guaranteed by law, including merchantability and fitness for a particular purpose and liability for Consequential Loss, or damage caused by breach of any express or implied warranty or condition.

16.           Collection notice

16.1        We may collect Personal Information about you in order to enable you to access and use the Services, to enable you to perform transactions through the Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.

16.2        To facilitate the provision of the Services, we may disclose that Personal Information as necessary and beneficial for service delivery to our Affiliates, Service Providers and other third party service providers who help us deliver the Platform Services or who deliver Other Services to you from time to time (including information technology service providers, data storage, web-hosting and server providers, professional advisors, and third party payment processors) or as required by law. If you do not provide this information we may not be able to provide you with access to the Platform Services and you may be unable to access Other Services provided by the Service Providers. In certain circumstances, we may disclose your Personal Information to third parties located, or who store data, overseas. You consent to such sharing and agree that it does not constitute a breach of confidentiality obligations under these Terms or any related agreement.

16.3        Our Privacy Policy contains further information about:

(a)            how we store and use your Personal Information;

(b)            how you can access and seek correction of your Personal Information;

(c)            how you can make a privacy-related complaint; and

(d)            our complaint handling process.

16.4        By providing Personal Information to us, you consent to us collecting, holding, using and disclosing your Personal Information in accordance with our Privacy Policy.

17.           Acknowledgement of risk

17.1        By using anything associated with the Services, or interacting with the Services you represent that you understand the inherent risks associated with cryptographic systems and warrant that you have an understanding of the usage, risks, potential bugs based on novel technology (where applicable), and intricacies of native cryptographic tokens, like ether (ETH) and bitcoin (BTC), stablecoins, Smart Contract based tokens such as those that follow the Ethereum Token Standard, including but not limited to ERC-20 or ERC-721 tokens as well as any other blockchain-based or Digital Asset related system that you may encounter by or through your use of the Services.

17.2        You acknowledge and agree that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Smart Contracts and Digital Assets which could result in the theft or loss of your Digital Assets or other property, among other potential consequences. By using the Services you acknowledge and agree to undertake these risks.

17.3        There is a risk that the regulation and laws in respect of the Services and in respect of any tax actions in relation to the Services will change or be interpreted differently over time which may lead to us or our Service Providers not being able to continue to offer the Services in the same way or, in an extreme event, be unable to provide you with continued access in a way that may be adverse to you. The taxation treatment of Digital Asset dealings is complex and will differ depending on Applicable Law and facts and circumstances. You should seek independent taxation advice before and in relation to any dealings in Digital Assets.

17.4        You acknowledge and agree that the Services and related applications include software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any code relating to Digital Assets or Smart Contract code, including in relation to the Services, and the trustworthiness of any third party websites, products, Smart Contracts, or other material you access or use through the Services. You further expressly acknowledge and agree that applications written on blockchain networks such as Ethereum applications can be written maliciously or negligently and that the Company or Service Providers cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or identity. This warning and others later provided by us in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilising the Services.

17.5        We or the Service Providers may, but are not obliged to, make updates to the Services, including the software, and add or remove features present in the Services in our sole discretion.

18.           External services/links

18.1        If you engage or access any Service Providers Services or other external services or third party links through the Services you may be subject to that third party’s terms and conditions.

18.2        We and our Affiliates will not be liable for the performance, errors or omissions of third parties or decentralised networks or applications such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), software providers, courier companies, national postal services, delivery, telecommunications and other companies not under our reasonable control, and third parties providing services to the payments and blockchain industries generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), banking partners, currency traders, custody services, market making services and/or third party pricing services and decentralised blockchain networks.

18.3        If you engage in any transaction involving a third party, third party platforms, or blockchain Digital Wallets which are not associated with us, that transaction may be subject to transaction fees charged by that third party network. Should any transfer be conducted using a Service we or a Service Provider provides, then fees and charges may apply to those transactions payable to us at the time of the transaction.

18.4        To the extent that you use the Services which contain third party Intellectual Property Rights, you acknowledge and agree that:

(a)            you will not have the right to use the third party Intellectual Property Rights except as provided for in the third party terms;

(b)            you might be subject to additional restrictions regarding the use of the third party Intellectual Property Rights; and

(c)            you will be responsible for complying with any restrictions regarding the use of the third party Intellectual Property Rights.

19.           Limitations on liability

19.1        In the absence of any material breach of these Terms by us or gross negligence, fraud or wilful misconduct by us when providing the Platform Services to you under these Terms, we, our Affiliates and the Service Providers will not be liable to you on account of anything done, omitted or suffered by us when providing the Platform Services to you under these Terms, including in respect of a Force Majeure Event.

19.2        You understand and acknowledge that:

(a)            subject to our respective obligations under Applicable Laws, we, our Affiliates and the Service Providers will have no liability or responsibility for your compliance with Applicable Laws and regulations governing your use of the Services. Further, you are solely responsible for your compliance with all applicable requirements of any Applicable Laws, rules, and regulations of governmental authorities in Your Jurisdiction; and

(b)            neither we, nor any of our Affiliates, the Service Providers or Personnel is, and will not be, by virtue of providing the Services to you, an advisor, trustee, agent or fiduciary to you except and solely to the extent expressly provided for under any Service Provider Terms.

19.3        To the maximum extent permitted by law, we, our Affiliates and the Service Providers assume no liability or responsibility for Claims, Liabilities or Losses that may arise, including but not limited to, Claims, Liabilities or Losses in relation to:

(a)            the availability and operation of any third party blockchain networks that you may access or rely upon via the Platform;

(b)            any Losses you may suffer by not keeping your Account or Your Digital Wallet reasonably secure;

(c)            with respect to the Company and our Affiliates, any Other Services provided by Service Providers, third party linked website, content, application, products and services (including interference with or damage to your computer or devices arising in connection with any such use of the Platform);

(d)            transactions not being able to be processed, including due to market or counterparty failure or blockchain congestion or attacks;

(e)            errors, mistakes, or inaccuracies of information on the Platform, Website, or in any of the Service Provider Terms, and any loss or damage incurred as a result of the use of any information made available through the Platform, Website, or Service Provider Terms;

(f)             unauthorised access to or use of any Service or database in our control, or the use of any information or data stored therein;

(g)            the interruption or cessation of operation of the Platform, Website, or any of the Services; or

(h)            viruses, malicious code or other forms of interference affecting the Platform, Website, and/or any of the Services.

19.4        Neither party or any of our Affiliates or Service Providers will be liable for any Consequential Loss.

19.5        We and our Affiliates and the Service Providers make no, and you do not rely upon, any representations or warranties regarding the Services or the Platform, or any other service or product, except those explicitly stipulated in these Terms or Service Provider Terms (as applicable), or any third-party products or services.

19.6        To the maximum extent permitted by law, under no circumstances shall we or any of our officers, directors, employees, Affiliates, Personnel, agents, or subsidiaries or the Service Providers be liable to you for any Claims, Losses (included Consequential Losses), proceedings, or other liabilities in a total cumulative amount exceeding the lesser of:

(a)            the amount of Fees you have paid to us, our Affiliates or the Service Providers through your use of the Platform Services within the last 12 calendar months; or

(b)            AU$1,000.00.

20.           Release

By accessing any of the Services, you agree to release us and our Affiliates to the fullest extent permitted by law from any Loss or Claims you may suffer relating to your acquisition, use of or dealing in any third party products or services, Other Services, Digital Assets, Fiat Currencies, and any delays, inaccuracies or incomplete services caused by us or third party services.

21.           Indemnity

To the maximum extent permitted by law, You must indemnify us and our Affiliates and Personnel and the Service Providers and keep us and our Affiliates and Personnel and the Service providers indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Affiliates or Personnel or the Service Providers may suffer, sustain, or incur arising from, or connected with, without limitation:

(a)            a breach of any clause of these Terms by you;

(b)            any breach of representations and warranties given by you in these Terms;

(c)            any Claim by a third party or Loss incurred by us, our Affiliates, Personnel or Service Providers in connection with your breach of any third party Intellectual Property Rights;

(d)            your wrongful or improper use of the Platform or Services, including wilful misconduct, fraud, or negligence;

(e)            you not having kept Your Digital Wallet or your Account reasonably secure; and

(f)             your violation of Applicable Laws.

22.           Specific Warnings

22.1        You must ensure that your access to and use of the Platform and the Services is not illegal or prohibited by Applicable Laws in the jurisdiction in which you are located. Some jurisdictions regulate the holding of Digital Assets and you should ensure you are compliant with local laws and regulations to the extent that you engage with Digital Assets through the Services (including all tax obligations you incur in relation to any dealing in Digital Assets).

22.2        You must take your own precautions to ensure that the Access Channel which you employ for accessing the Platform or the Website or the Services does not expose you to the risk of hacks, security breach, viruses, malicious computer code or other forms of interference which may result in loss of Digital Assets, data and/or damage your own computer systems or device.

22.3        You agree that you will not rely on any information contained on the Platform or the availability of such information and that any decision you make in relation to the Platform or the Services or any third party products or services, including any dealing in or exchange of Digital Assets or any use of the Services or Other Services, will be as a result of your own independent assessment of such information.

23.           Visitor Materials

23.1        Other than information about an identifiable individual, which is covered under our Privacy Policy, any material you post, transmit or upload to the Platform (including without limitation, reviews) (Visitor Material) will be considered non-confidential and non-proprietary.

23.2        You consent to any act or omission which would otherwise constitute an infringement of your moral rights you may have in respect of Visitor Material. This consent survives any termination of these Terms.

23.3        You agree that we will have no obligations with respect to any Visitor Material, and that we and anyone we designate will be free to copy, disclose, distribute, incorporate and otherwise use any Visitor Material and all data images, sounds, text and other things embodied in the Visitor Material for any and all commercial and non-commercial purposes.

23.4        Any information and content (including Visitor Material) that you share or post may be seen by other users, visitors or third parties (including off of the Platform). Where we have made settings available, we will use reasonable commercial endeavours to honour the choices you make about who can see content or information.

23.5        By posting, uploading or transmitting any Visitor Material, you represent and warrant that any Visitor Material does not and will not:

(a)            breach any Applicable Law;

(b)            contain any viruses or any other harmful program;

(c)            contain any defamatory, obscene or offensive material;

(d)            promote violence or discrimination;

(e)            infringe the Intellectual Property Rights of another person;

(f)             breach any legal duty owed to a third party (such as a duty of confidence);

(g)            promote illegal activity or breach the privacy of any other person;

(h)            be threatening, abuse or invade another person’s privacy or be likely to harass, upset, embarrass or annoy any other person;

(i)             give the impression that the Visitor Material originates from us;

(j)             be used to impersonate another person or to misrepresent your affiliation with another person;

(k)            execute any form of auto-responder or “spam” within the Platform or any processes that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Platform); or

(l)             contain any unsanctioned advertising, promotional materials, or other forms of unsanctioned solicitation, including without limitation, junk mail, spam, chain letters or any unsolicited mass distribution of email.

23.6        There is no tolerance for objectionable content or abusive users. If we become aware of harmful content or conduct we will take appropriate actions by removing the content and ejecting the user who provided the offending content. 

23.7        You grant us an irrevocable, perpetual, exclusive, transferable, royalty free worldwide licence to use, copy, modify and distribute any Visitor Material in any manner we think fit (including without limitation, by reproducing, altering or communicating the Visitor Material to the public). You also grant us the right to sublicense these rights.

23.8        All Visitor Material contained on the Website or the Platform is for information purposes only and does not constitute advice from us. Visitor Materials reflect the opinions of users who have used the Website and any statements, advice or opinions provided by such persons are theirs alone. To the maximum extent permitted by law, we assume no responsibility or liability to any person for any Visitor Materials, including without limitation, any errors, defamatory statements, obscenity, omissions or misrepresentations in any such Visitor Materials.

24.           Termination

24.1        Termination with cause

(a)            In the event that you breach any part of these Terms, we may immediately suspend your Account and access to the Services and provide you with a notice to remedy the breach within a reasonable time. If the breach is incapable of remedy or if you fail to remedy such breach, we may immediately terminate your Account and access to the Platform and any of the Services.

(b)            We may suspend or terminate your Account, refuse or block a transaction, or discontinue the provision of Services to you to protect Our legitimate interests, including, without limitation, for legal, regulatory or compliance reasons or in accordance with Applicable Laws, or where we suspect that your Account has been involved with:

(1)            money laundering or terrorism financing;

(2)            transacting in any way with a Prohibited Jurisdiction or a person or Digital Wallet which appears on a Sanctions List; and/or

(3)            conducting illicit or illegal activities.

24.2        Suspension

We may suspend or terminate your Account and access to the Platform to protect Our legitimate interests, including where we have concerns about its security or for the purpose of protecting your Digital Assets where we suspect your Account, the Platform, or certain third party decentralised networks have been compromised.

24.3        Effect of termination

On termination of your Account and/or access to the Platform or Services, you lose the right to access or use the Platform and/or the relevant Services. Following termination, we will have no further obligations or liabilities to you. In our sole discretion, we may permit you to withdraw or transfer the Digital Assets from your Account or we may take steps to liquidate or convert your Digital Assets into another Digital Asset or fiat currency and return the balance to you via a Service Provider. In some cases, we may not allow you to withdraw or transfer Digital Assets from your Account or return the balance to you for legal, regulatory or compliance reasons or in accordance with Applicable Laws. In that case, you acknowledge and accept that we, our Affiliates and the Service Providers are not responsible for any Losses incurred by you. If we terminate your Account and/or access to the Platform or Services, we may also liaise with third parties, including our Service Providers, to terminate any access to third party services which involve the Platform or the Services.

25.           Taxation

25.1        The Purchase Price for any Transaction effected through the Services will be considered to be exclusive of any applicable Sales Tax.

25.2        If any additional Sales Tax is applicable by virtue of any law under your jurisdiction, you agree to pay such amount as is payable on behalf of us, and inform us of that payment forthwith.

25.3        Any reference to a cost or expense incurred by a party in these Services excludes any amount of Sales Tax forming part of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit. Each party is solely responsible for any taxation which arises as a result of using the Services including capital gains or income tax and you shall have no Claim for any Loss against us in respect of any taxation amounts you are due to pay howsoever such amounts arise.

26.           Sanctions laws and regulations

26.1        You are prohibited from using the Platform, Website, and/or the Services if you, or a Digital Wallet address that you knowingly transact with, or any person on behalf of or together with whom you are acting or transact, are listed on any Sanctions List, or you are a Prohibited Person or Prohibited Entity.

26.2        We may, at our sole and absolute discretion, implement controls to restrict access to the Platform and Services in any Prohibited Jurisdictions. We may block or geo-block persons or users located in certain Prohibited Jurisdictions from accessing or using the Services. You acknowledge, agree and understand that if you are located in a Prohibited Jurisdiction, you are not permitted to access or use the Services, even if you are located there temporarily, and restrictions may be applied to attempts to access the Services accordingly. You acknowledge that this may impact your ability to interact with the Services and/or the Platform, including your ability to register and transact using the platform.

26.3        We, our Affiliates and the Service Providers are not responsible for any Losses which may arise because you are not able to interact with or access the Services because of any action taken under this clause.

27.           Links available via the Platform

27.1        The Platform and/or Website may contain links to Other Services or other third party services. Those links are provided for convenience only and may not remain current or be updated by us or such third parties. When you access any linked services you do so entirely at your own risk.

27.2        We are not:

(a)            responsible for the content or privacy policies or practices of persons or companies associated with linked services; and

(b)            liable to you or any other person for any Loss arising in respect of use or access to linked services.

27.3        Linked services should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked services (including the Other Services), or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

27.4        Your interactions with organisations and/or individuals found on or through the Platform or Website, including the Service Providers, Other Services, payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we, our Affiliates and Personnel, shall not be responsible or liable for any Loss of any sort incurred as the result of any such dealings.

28.           Governing Law

These Terms and any non-contractual obligations arising from these Terms are governed by the laws of New South Wales, Australia.

29.           Jurisdiction

The parties agree to submit any dispute or Claim arising out of, relating to or in connection with these Terms, including its subject matter, formation, existence, validity or termination, or the Services to the exclusive jurisdiction of the Courts of New South Wales.

30.           Contact and complaints

30.1        You can contact us via the Website or Platform or via the contact details provided on the first page of these Terms.

30.2        You acknowledge that Service Providers are responsible for providing you with the Other Services and maintain separate contact and complaints procedures as specified in the Service Provider Terms.

30.3        You must not begin legal proceedings in connection with a dispute arising out of or in connection with these Terms unless the steps in this clause have been followed. However, this limitation does not apply:

(a)            to a Party who wants to apply for equitable relief or urgent interlocutory relief; or

(b)            to a Party who attempts in good faith to comply with clauses 30.4, 30.5, and or 30.6 but cannot do so because the other Party does not comply with those clauses.

30.4        If a dispute arises out of or in connection with these Terms (including the validity, breach or termination of it), a Party may notify the other Party to the dispute. The notice must specify the dispute and indicate that the notifying Party wants the dispute to be referred to mediation.

30.5        If the dispute is not resolved within 30 Business Days after a notice under clause 30.4 has been served (Notice Period), the dispute is by this clause 30.5 submitted to mediation.

30.6        The mediation must be conducted in New South Wales, Australia in accordance with the mediation guidelines/rules of the Resolution Institute, save any process in these Terms which is inconsistent with those guidelines or rules will take precedence to the extent of any inconsistency.

30.7        If the Parties have not agreed on the mediator and the mediator’s remuneration within 15 Business Days after the end of the Notice Period:

(a)            the mediator is the person appointed by; and

(b)            the remuneration of the mediator is the amount of rate determined by,

(c)            the President of the Law Institute of New South Wales or the President’s nominee, acting on the request of any Party.

30.8        If the dispute is not resolved within 1 month after the appointment of the mediator, either Party may take legal proceedings in connection with the dispute.

30.9        Each Party must keep confidential, all information relating to the subject matter of a dispute as disclosed during or for the purposes of dispute resolution under this clause 31, unless that Party is compelled by a regulatory or government authority, court or tribunal to disclose that information.

31.           Force Majeure

We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is attributable to a Force Majeure Event.

32.           Waiver

A provision of these Terms or a right created under it may not be waived except in writing signed by the party granting the waiver. A waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, to past breaches only). Failure or omission by any party to enforce compliance with any provision of the Terms will not affect the right of that party to use any remedy available to it in respect of a breach of that provision.

33.           Exercise of a right

A party may exercise a right at its discretion and separately or together with another right. If a party exercises a single right or only partially exercises a right, then that party may still exercise that right or any other right later. If a party fails to exercise a right or delays in exercising a right, then that party may still exercise that right later.

34.           Remedies cumulative

The rights and remedies provided in these Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these Terms. 

35.           No merger

The rights and obligations of the Parties (including under the warranties) will not merge on completion of any transaction under these Terms. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.

36.           Assignment 

These Terms are for the benefit of the Parties and their successors and assigns. The Parties and their successors and assigns are bound by these Terms. We may assign our rights under these Terms, including to our Affiliate, Service Provider or any purchaser of our business, and without your consent, by giving notice to you at any time (including by updating these Terms).

37.           Third Party Rights

The parties acknowledge and agree that our Affiliates and the Service Providers may rely on and enforce any rights or benefits conferred under these Terms as if they were a party to this agreement but assume no obligations to you under these Terms.

38.           Severance 

If any provision of these Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.

39.           Entire agreement

These Terms constitute the entire agreement of the parties in respect of the subject matter of these Terms and supersedes all prior discussions, representations, undertakings and agreements. None of our agents or representatives are authorised to make any representations, conditions, or agreements not expressed by us in writing nor are we bound by any such statements.

40.           Further assurances 

Each party must, at its own expense, do everything reasonably necessary to give effect to these Terms and the transactions contemplated by it, including but not limited to the execution of documents. 

41.           Relationship 

Nothing in these Terms constitutes the parties as partners or agents or fiduciaries or trustees of the other, and no party has any authority to bind the other legally or equitably save as expressly stated in these Terms.

42.           Knowledge

In these Terms, a reference to the awareness or knowledge of a party is a reference to the actual knowledge, information and belief of the party as at the date of any transaction taking place pursuant to these Terms.