Client Terms of Use

This Terms of Use is effective as of January 14, 2019.

1. INTRODUCTION

The service is made available to you by Cypher d.o.o. through the website located at https://cyphermarkets.com , application programming interface(s), all together or each separately are referred to as.

The terms and conditions (“Client Terms of Use”) conducted on this webpage apply for all users of our software, as well as for the (purchased) products that are used by them. Your rights and obligations are listed on this webpage, with important notice on specific conditions, limitations and/or exclusions. We advice you to carefully gather the terms before accessing or using our software. After you accept our “Client Terms of Use” you agree that,

- you have studied the terms and conditions and you have agreed to be legally bounded to it;

- you have understood and agreed to all liabilities set hererin forth;

- you have acknowledged that you represent and warrant the age of at least 18 years, or under the legal age in your jurisdiction, and have the full legal capacity to execute this release;

- you are not residing in a jurisdiction where it is forbidden by law to offer or use our software;

- you use the Software at your discretion and under your own responsibility.

These Terms of Use constitute a legally binding agreement between You and CypherMarkets regarding your access to and use of the Software, which includes, without limitation, registering for a Client account (“Client Account”) on the Software. By accessing or using the Software, you agree to be bound by these Terms of Use. You should also read our Privacy Policy at https://cyphermarkets.com/privacy , which is incorporated by reference into the Terms of Use.

If you do not wish to be bound by these Terms of Use, please do not access or use the Software.

If you are entering into these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Use, in which case the terms “you” and “your” shall refer to such entity and its affiliates and not to you personally. If you do not have such authority you must not accept these Terms of Use and may not use the Software.

We are constantly changing and improving our Services. Similarly, we may update or revise the Terms of Use from time to time by providing notice of such updates or revisions on the Software. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. You agree that you will review these Terms of Use periodically. If you do not agree to the terms of the Terms of Use or any modified version of these Terms of Use, your only option is to not accept this version and to terminate your use of the Software. If you breach any of these Terms of Use, your authorization to use the Software automatically terminates and you must discontinue all use of the Software.

2. THE SOFTWARE

The Software provides you with tools that allow you to manage your cryptocurrency holdings, including but not limited to tools that allow you to:

- place buy/sell orders, either with using our specific high-end algorithms, on one or multiple third party cryptocurrency exchanges using the capabilities of third-party public APIs and “Trading Terminal” features of CypherMarkets;

- configure the parameters of “Advanced Execution Algorithms,” which will execute cryptocurrency trade orders automatically on third party cryptocurrency exchanges within those established parameters and without the need for additional human interaction or intervention;

- use CypherMarkets’ application programming interfaces and API-related specification documents (“CypherMarkets API” or “API”) to establish an electronic connection to third-party services.

3. DISCLAIMER

CYPHERMARKETS PROVIDES A SOFTWARE PRODUCT. CYPHERMARKETS DOES NOT PROVIDE FINANCIAL, INVESTMENT, LEGAL, TAX OR ANY OTHER PROFESSIONAL ADVICE. CYPHERMARKETS IS NOT A BROKER, FINANCIAL ADVISOR, INVESTMENT ADVISOR, PORTFOLIO MANAGER OR TAX ADVISOR. YOU ACKNOWLEDGE AND AGREE THAT CYPHERMARKETS IS NOT RESPONSIBLE FOR YOUR USE OF ANY INFORMATION THAT YOU OBTAIN ON THE SOFTWARE. YOUR DECISIONS MADE IN RELIANCE ON THE PRODUCTS OR SERVICES OR YOUR INTERPRETATIONS OF THE DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE AWARE OF THE HIGHLY VOLATILE CRYPTOCURRENCY MARKETS AND THE RISKS WITH TRADING IN THESE MARKETS. YOU MAY LOSE SOME OR ALL OF YOUR FUNDS AND THE FUNDS OF YOUR CLIENTS IF APPLICABLE. CRYPTOCURRENCIES ARE A NEW AND INSUFFICIENTLY TESTED TECHNOLOGY. IN ADDITION TO THE RISKS INCLUDED HEREIN, THERE ARE OTHER RISKS ASSOCIATED WITH YOUR USE OF THE SOFTWARE, AND THE PURCHASE, HOLDING AND USE OF CRYPTOCURRENCIES, INCLUDING THOSE THAT CYPHERMARKETS CANNOT ANTICIPATE. SUCH RISKS MAY FURTHER MATERIALIZE AS UNANTICIPATED VARIATIONS OR COMBINATIONS OF THE RISKS DISCUSSED HEREIN.

4. PROVISION OF THE SOFTWARE

By placing your order, you are certifying that you are purchasing all products and services listed in your order under these Terms of Use, All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

After CypherMarkets’ acceptance of your order, the provided software is non-exclusive, whereby it cannot be transferred or sublicenced, or any related actions. The software is freely revocable. The software is granted to you when you have completed and submitted the sign-up page and only as permitted by these Terms of Use.

You acknowledge and agree that our any feature in our Software can be improved and changed over time and could be set forth without noticing the users beforehand.

You acknowledge and agree that we can disrupt offering our Service, or any feature of it, in general or to you specifically, which can be done at our sole discretion without noticing you beforehand. You may stop using the Software at any time in accordance with the terms of these Terms of Use.

You acknowledge that the CypherMarkets API is an integral part of the Software and is subjected to all the provisions of these Terms of Use, including the liability for illegal use of computer software. Please be informed that an access to regular and documented features of API may become available as automatically after registering your Client Account as upon your request to CypherMarkets support service.

You acknowledge and agree that the API to third-party services can solely be used in such a way that

- you use the third party’s functionalities as they were originally intended software;

- you are, in any way, not restricted to use the Software;

- you have signed agreements to them satisfying all operative laws of your respective jurisdiction.

5. PRICES, PAYMENT TERMS AND REFUNDS

The Software contains very comprehensive tools and beneficial algorithms to improve the user’s experience. The prices, maybe with discounts and/or promotions, can be adjusted over time without any notice to the User. The price, charged for a product or service, is determined at the instance when the User places its order. The frequency of the payment can be chosen by the user as monthly, quarterly, semiannually, yearly, etc. and can be terminated as outlined in the Terms of Use. In the transaction history, previous payments can be reviewed.

In case of a price increase for our products, that increase will only apply to purchases made after the date the increase comes into effect. The prices posted in the Software may not include applicable discounts or taxes until the profile data in your Client Account is fully completed by you. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Additional charges or taxes may be applied by your payment service provider, issuer bank or intermediary which are beyond our reasonable control.

As an order is submitted, the payment needs to be initiated by your or you can unconditionally accept to debit for the charges. The order will be cancelled, if the payment is not done within the period pleasing our satisfaction.

You are free to pick any of the parment methods that is currently available. However, CypherMarkets does not guarantee the availability of any payment method at any moment. CypherMarkets may add, remove or suspend any payment method temporarily or permanently by its own discretion.

All payments made in, or for, the Software may be subjected to VAT (value added tax) with appropriate rate and in accordance with the law of jurisdiction you established. CypherMarkets accrues and charges VAT for your payments basing on place you established, that is automatically determined by IP address of your device and/or manually provided by you to CypherMarkets when entering billing address.

If you disagree with the information that was determined automatically, you are obliged to provide us your billing address, given that the Software will be used at this location: by entering the address data in the Software when proceeding with the payment; and by sending us a valid proof of this residential address afterwards.

You represent and warrant that:

- the payment information you disclose to us and any payment service provider (“PSP”) we may use is real and concise;

- you are not restricted or banned to any of our payment methods for the purchase;

- charges incurred by you will be honoured by the issuer of your payment method;

- you will pay the charges that are incurred by you at the posted prices, including (if any) applicable taxes, regardless of the amount quoted on the Software at the time of your order.

We are not obliged to provide a refund or a credit, unless otherwise required by law. In principle, no refunds are granted without any justified and legitimate reasons.

You understand that you are purchasing the Software from CypherMarkets directly. Unless otherwise required by law, you are obligated to contact CypherMarkets’ support service for any issues related to payment transactions.

6. ACCOUNTS

The user is obliged to create an profile before he/she is able to use certain features of the Software. The user must be over the age of eighteen to be able to create a Client Account. You are solely responsible for ensuring that the use of the Software in accordance with these Terms of Use in your jurisdiction of residence is permitted by law or regulation. If such use is not permitted by law, we prohibit all access to and use of the Software.

During the registration process, we will require from you to provide us with certain information, such as your email address and a password. For more information about the personal details that we ask for, we refer you to our Privacy Policy at . You acknowledge that you will provide accurate, current and complete information about yourself and, if applicable, update your information when it changes over time, to ensure that your Client account information is up-to-date. You can update or change your Client Account settings on any occasion. You are not permitted to provide any unauthorized person with access to your Client Account.

If you want to use the services on behalf of a company or other entity, then for creating an account, you represent and warrant that you have been authorized to do so. Furthermore, you have the necessary authority to create the Client Account and you have shared all email addresses, passwords and access credentials with other authorized representatives in the company.

6.1 Account Confidentiality

Please consider any personal information provided by you as confidential, e.g. the username and password. Do not disclose these with any person or entity. Caution must be taken when accessing you account from any type of device. Always check the SSL-certificate of our software. In public, protect your password by not letting others view or record your fingers when typing in any informion. You understand and agree that your Client Account is personal and can only be accessed by yourself. If any suspicious or unauthorized activity is there along your credentials, notify us as soon as possible. Fur security reasons, we highly recommend to log off after each session. CypherMarkets is not responsible by any means for any password misuse or comparable issue.

You acknowledge and agree that we are not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Client Account arising from a personal failure to maintain the confidentiality of your password.

6.2 Trial Account

If you have selected to use a free trial, we will make the Software available to you on a trial basis free of charge (“Trial”). By participating in this Trial, you agree to be bound by our Terms of Use and the following additional terms in this subsection 6.2 (“Trial Terms”), provided that in the event of a conflict the Trial Terms shall govern.

The Trial period will be until (or earlier)

- the end of the free trial period for which you registered;

- the start date of any purchased Software subscription;

- termination at any time at the sole discretion of CypherMarkets;

At the end of the Trial, any trade you initiated during the Trial, through the Software will continue but may take longer to complete and you will no longer have access to any data you entered into your Client Account and such data will be lost, unless you upgrade your account to a paid subscription prior to the expiration of the Trial.

CypherMarkets is granted the right to cancel or modify the Trial, without prior notice and without any liability, at any time instance, according to applicable laws. Here, eligibility for a trial can be reviewed by our team and justified in case of any violation in the Client Terms of Use.

6.3 Client Account functionalities

The functionalities that will be provided with our Software will be as advertised at the moment of purchase. Multiple packages are available denoting the different functionalities.

6.4 Account Termination and Cancellation

You have the right to close your Client Account, at any moment in time, if and only if all obligations associated with the Client Account have been completed. You will be referred to Section 17 for any futher information on the obligations and the process of cancellation.

You acknowledge and agree that if we block you from accessing to your Client Account, you may be prevented from accessing the Software.

7. USE OF THE SOFTWARE BY YOU

Your use of the Software is subject to all applicable local, provincial and federal laws and regulations. You are prohibited to reproduce, duplicate, copy, sell, trade or resell the Contents (defined below in Section 12) or any of our products and services for any purpose.

You agree that you will not use the Software to:

- provide your true personal details and no fake ones;

- only assess your own Client account and accommodating data;

- use the Software as was intended and not attempt to disrupt any user or us (as the host), or cause any type of other interference;

- engage in any activity that interferes with or disrupts the use of the Software, including but not limited to hacking or bypassing any measures we may use to prevent unauthorized access to the Software;

- spread any kind of virus or related malicious software;

- engage in any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Software;

- promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam. Or, promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;

- track, trace or harvest any information on the Software or any other person who visits the Software;

- share any material that you do not have the authority from to share, e.g. patent, trade-mark, trade secret, copyright or other proprietary rights of any person, etc. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;

- sell, distribute, copy, sub-license, loan, transfer, duplicate, reproduce, trade, resell, or otherwise monetize the Software without our consent.

You agree that you are completely responsible for (and that we have no responsibility to you or to any third party for) any of the previous mentioned breaches of your obligations under these Terms of Use and for any of the consequences of any such breach.

8. USE OF THE SOFTWARE THROUGH MOBILE DEVICES

You can access and utilize the Software through a mobile device. You are solely responsible for any prerequisite software and hardware requirements, and/or for any data charges and fees associated with accessing and using the Software through a mobile device.

9. CLIENT DATA

9.1 Ownership of Client Data

As between CypherMarkets and Client, the Client exclusively owns all rights, title and interest in and to all data available by or for Client to the Software or collected and processed by or for Client using the Software (“Client Data”). CypherMarkets does not acquire any rights, title or ownership interest of any kind whatsoever in any of the Client Data.

9.2 Aggregated Data

Client grants CypherMarkets a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create aggregated, anonymized and de-identified Client Data (“Aggregated Data”). This information can be utilized to improve the Software (conduct research, develop new products/services, understand usage, predictive analytics etc.) CypherMarkets shall own all Aggregated Data and may transfer or assign any of its rights in the Aggregated Data to any third party. CypherMarkets warrants and represents that it is using methods and processes that are meant to ensure the irreversibility of the Aggregated Data.

11. PRIVACY AND PERSONAL INFORMATION

By accessing or using the Software, you understand that we will collect and use certain information about you, including personal information. For more information about our collection, use, disclosure and protection of your personal information, please read our Privacy Policy at https://cyphermarkets.com/privacy. Questions or requests with respect to your personal information may be sent via email to hello@cyphermarkets.com.

12. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

All information, data, products, materials, services, software applications and tools, APIs, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics are included, without limitation, as part of the Software. Therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Software includes all of the Contents.

The Software together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Software, is the exclusive property of CypherMarkets, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with CypherMarkets, nothing in these Terms of Use gives you a right to use any of the Contents, CypherMarkets’ trade-marks or other intellectual property of CypherMarkets. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Software to any party.

No information or statement contained in these Terms of Use or the Software shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of CypherMarkets or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Software, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Software.

The use of any unauthorized or illegal Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

The limited rights granted to you under these Terms of Use may be withdrawn by us at any time for any reason.

13. THIRD-PARTY INFORMATION

Any third-party content, data, information, or publications made available through the Software are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties are those of the respective author(s) or publisher(s), Enterprise Partner(s), and not of CypherMarkets. CypherMarkets DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

14. WARRANTY DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. CypherMarkets, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, ENDORSEMENTS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY, ERROR-FREE, UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SOFTWARE, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE SOFTWARE AT ANY TIME.

CypherMarkets PROVIDES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SOFTWARE INCLUDING BUT NOT LIMITED TO THAT (I) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (II) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR DEFECTS-FREE; (III) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (IV) THAT ANY AS WELL-KNOW AS STILL NOT DETECTED DEFECTS WILL BE CORRECTED.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SOFTWARE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CypherMarkets, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY PLATFORM LINKED TO IT.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT CypherMarkets AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

CypherMarkets MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $50.00.

THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

16. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless CypherMarkets, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Use or your use of the Software, including, but not limited to, your submissions, Third Party Platforms, any use of the Content, services, and products other than as expressly authorized in these Terms of Use.

17. TERM, TERMINATION AND CANCELLATION

The term of your paid subscription and the license granted hereunder will remain in effect until terminated by either you or CypherMarkets.

We may terminate your use of the Software and/or access to the Contents, APIs, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

When unauthorized or suspicious activities are observed with your Client Account, we may block your account until the circumstances have been clarified. Also if necessary, know your client procedures have been carried out. A Client Account can also be terminated if you do not provide the required clarifications within the time requested.

Termination of your Client Account:

You may terminate your account where we have made this option available to you. Within thirty days your account will be closed on the condition that: (i) any disputes in which you have been involved have been satisfactorily settled; and (ii) you have completed any other obligation(s) related with your use of the Software.

When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and CypherMarkets have benefited from, been subject to (or which have gathered over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall not be affected by such termination. This includes (and is not limited) to sections 1, 3, 5, 6.1, 9.1, 9.2, 10 to 18.

18. SUPPORT AND REPORTING

The support services we provide are only for the operation of the Software. In case you notice misuse of the Software (for example libelous or defamatory conduct), you must report it to CypherMarkets. When you need assistance for any issues regarding the Software, we recommend contacting us for assistance:

by accessing CypherMarkets help center at https://cyphermarkets.com (when logged in to your Client Account); by requesting via “Support” form embedded into the Software (when logged in to your Client Account); by sending email to hello@cyphermarkets.com.

19. GENERAL

These Terms of Use, including the Privacy Policy and any other URL incorporated by reference in these Terms of Use constitute the entire agreement between you and CypherMarkets relating to your use and our provision of the Software.

The parties agree that if a party does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which it has the benefit of under any applicable law), this will not be taken to be a formal waiver of its rights and that those rights or remedies will still be available to the party.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

The parties hereto agree that they have requested that these Terms of Use and all related documents be written in English. Any translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties.

No e-mail address found on the Software may be harvested or otherwise used for purposes of solicitation. The relationship between the parties is that of independent contractors. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

These Terms of Use will be governed by and construed in accordance with the laws of Bosnia and Herzegovina. This is done without giving effect to any choice or conflict of law provision, principle or rule.

In addition (whether of the laws of Bosnia and Herzegovina or any other jurisdiction) notwithstanding your domicile, residence or physical location. The courts of Bosnia and Herzegovina will handle any action or proceeding arising out of or relating to the Software or these Terms of Use.

Each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Notices.

To You.

We may provide any notice to you under these Terms of Use by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting to the Software. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current and check for incoming messages regularly.

To Us.

To give us notice under these Terms of Use, you must contact us by email at hello@cyphermarkets.com.

To request the consent of CypherMarkets for any of the actions for which such consent is required under these Terms of Use, please send an email to hello@cyphermarkets.com. CypherMarkets reserves the right to refuse any such requests in its sole discretion.

Client Terms of Use

This Terms of Use is effective as of January 14, 2019.
1. INTRODUCTION

1. INTRODUCTION

The service is made available to you by Cypher d.o.o. through the website located at https://cyphermarkets.com , application programming interface(s), all together or each separately are referred to as (collectively, the “Software”).

The terms and conditions (“Client Terms of Use”) conducted on this webpage apply for all users of our software, as well as for the (purchased) products that are used by them. Your rights and obligations are listed on this webpage, with important notice on specific conditions, limitations and/or exclusions. We advice you to carefully gather the terms before accessing or using our software. After you accept our “Client Terms of Use” you agree that,

- you have studied the terms and conditions and you have agreed to be legally bounded to it;

- you have understood and agreed to all liabilities set hererin forth;

- you have acknowledged that you represent and warrant the age of at least 18 years, or under the legal age in your jurisdiction, and have the full legal capacity to execute this release;

- you are not residing in a jurisdiction where it is forbidden by law to offer or use our software;

- you use the Software at your discretion and under your own responsibility.

These Terms of Use constitute a legally binding agreement between You and CypherMarkets regarding your access to and use of the Software, which includes, without limitation, registering for a Client account (“Client Account”) on the Software. By accessing or using the Software, you agree to be bound by these Terms of Use. You should also read our Privacy Policy at https://cyphermarkets.com/privacy , which is incorporated by reference into the Terms of Use.

If you do not wish to be bound by these Terms of Use, please do not access or use the Software.

If you are entering into these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Use, in which case the terms “you” and “your” shall refer to such entity and its affiliates and not to you personally. If you do not have such authority you must not accept these Terms of Use and may not use the Software.

We are constantly changing and improving our Services. Similarly, we may update or revise the Terms of Use from time to time by providing notice of such updates or revisions on the Software. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. You agree that you will review these Terms of Use periodically. If you do not agree to the terms of the Terms of Use or any modified version of these Terms of Use, your only option is to not accept this version and to terminate your use of the Software. If you breach any of these Terms of Use, your authorization to use the Software automatically terminates and you must discontinue all use of the Software.

2. THE SOFTWARE

2. THE SOFTWARE

The Software provides you with tools that allow you to manage your cryptocurrency holdings, including but not limited to tools that allow you to:

- place buy/sell orders, either with using our specific high-end algorithms, on one or multiple third party cryptocurrency exchanges using the capabilities of third-party public APIs and “Trading Terminal” features of CypherMarkets;

- configure the parameters of “Advanced Execution Algorithms,” which will execute cryptocurrency trade orders automatically on third party cryptocurrency exchanges within those established parameters and without the need for additional human interaction or intervention;

- use CypherMarkets’ application programming interfaces and API-related specification documents (“CypherMarkets API” or “API”) to establish an electronic connection to third-party services.

3. DISCLAIMER

3. DISCLAIMER

CYPHERMARKETS PROVIDES A SOFTWARE PRODUCT. CYPHERMARKETS DOES NOT PROVIDE FINANCIAL, INVESTMENT, LEGAL, TAX OR ANY OTHER PROFESSIONAL ADVICE. CYPHERMARKETS IS NOT A BROKER, FINANCIAL ADVISOR, INVESTMENT ADVISOR, PORTFOLIO MANAGER OR TAX ADVISOR. YOU ACKNOWLEDGE AND AGREE THAT CYPHERMARKETS IS NOT RESPONSIBLE FOR YOUR USE OF ANY INFORMATION THAT YOU OBTAIN ON THE SOFTWARE. YOUR DECISIONS MADE IN RELIANCE ON THE PRODUCTS OR SERVICES OR YOUR INTERPRETATIONS OF THE DATA ARE YOUR OWN FOR WHICH YOU HAVE FULL RESPONSIBILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE AWARE OF THE HIGHLY VOLATILE CRYPTOCURRENCY MARKETS AND THE RISKS WITH TRADING IN THESE MARKETS. YOU MAY LOSE SOME OR ALL OF YOUR FUNDS AND THE FUNDS OF YOUR CLIENTS IF APPLICABLE. CRYPTOCURRENCIES ARE A NEW AND INSUFFICIENTLY TESTED TECHNOLOGY. IN ADDITION TO THE RISKS INCLUDED HEREIN, THERE ARE OTHER RISKS ASSOCIATED WITH YOUR USE OF THE SOFTWARE, AND THE PURCHASE, HOLDING AND USE OF CRYPTOCURRENCIES, INCLUDING THOSE THAT CYPHERMARKETS CANNOT ANTICIPATE. SUCH RISKS MAY FURTHER MATERIALIZE AS UNANTICIPATED VARIATIONS OR COMBINATIONS OF THE RISKS DISCUSSED HEREIN.

4. PROVISION OF THE SOFTWARE

4. PROVISION OF THE SOFTWARE

By placing your order, you are certifying that you are purchasing all products and services listed in your order under these Terms of Use, All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

After CypherMarkets’ acceptance of your order, the provided software is non-exclusive, whereby it cannot be transferred or sublicenced, or any related actions. The software is freely revocable. The software is granted to you when you have completed and submitted the sign-up page and only as permitted by these Terms of Use.

You acknowledge and agree that our any feature in our Software can be improved and changed over time and could be set forth without noticing the users beforehand.

You acknowledge and agree that we can disrupt offering our Service, or any feature of it, in general or to you specifically, which can be done at our sole discretion without noticing you beforehand. You may stop using the Software at any time in accordance with the terms of these Terms of Use.

You acknowledge that the CypherMarkets API is an integral part of the Software and is subjected to all the provisions of these Terms of Use, including the liability for illegal use of computer software. Please be informed that an access to regular and documented features of API may become available as automatically after registering your Client Account as upon your request to CypherMarkets support service.

You acknowledge and agree that the API to third-party services can solely be used in such a way that

- you use the third party’s functionalities as they were originally intended software;

- you are, in any way, not restricted to use the Software;

- you have signed agreements to them satisfying all operative laws of your respective jurisdiction.

5. PRICES, PAYMENT TERMS AND REFUNDS

5. PRICES, PAYMENT TERMS AND REFUNDS

The Software contains very comprehensive tools and beneficial algorithms to improve the user’s experience. The prices, maybe with discounts and/or promotions, can be adjusted over time without any notice to the User. The price, charged for a product or service, is determined at the instance when the User places its order. The frequency of the payment can be chosen by the user as monthly, quarterly, semiannually, yearly, etc. and can be terminated as outlined in the Terms of Use. In the transaction history, previous payments can be reviewed.

In case of a price increase for our products, that increase will only apply to purchases made after the date the increase comes into effect. The prices posted in the Software may not include applicable discounts or taxes until the profile data in your Client Account is fully completed by you. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Additional charges or taxes may be applied by your payment service provider, issuer bank or intermediary which are beyond our reasonable control.

As an order is submitted, the payment needs to be initiated by your or you can unconditionally accept to debit for the charges. The order will be cancelled, if the payment is not done within the period pleasing our satisfaction.

You are free to pick any of the parment methods that is currently available. However, CypherMarkets does not guarantee the availability of any payment method at any moment. CypherMarkets may add, remove or suspend any payment method temporarily or permanently by its own discretion.

All payments made in, or for, the Software may be subjected to VAT (value added tax) with appropriate rate and in accordance with the law of jurisdiction you established. CypherMarkets accrues and charges VAT for your payments basing on place you established, that is automatically determined by IP address of your device and/or manually provided by you to CypherMarkets when entering billing address.

If you disagree with the information that was determined automatically, you are obliged to provide us your billing address, given that the Software will be used at this location: by entering the address data in the Software when proceeding with the payment; and by sending us a valid proof of this residential address afterwards.

You represent and warrant that:

- the payment information you disclose to us and any payment service provider (“PSP”) we may use is real and concise;

- you are not restricted or banned to any of our payment methods for the purchase;

- charges incurred by you will be honoured by the issuer of your payment method;

- you will pay the charges that are incurred by you at the posted prices, including (if any) applicable taxes, regardless of the amount quoted on the Software at the time of your order.

We are not obliged to provide a refund or a credit, unless otherwise required by law. In principle, no refunds are granted without any justified and legitimate reasons.

You understand that you are purchasing the Software from CypherMarkets directly. Unless otherwise required by law, you are obligated to contact CypherMarkets’ support service for any issues related to payment transactions.

6. ACCOUNTS

6. ACCOUNTS

The user is obliged to create an profile before he/she is able to use certain features of the Software. The user must be over the age of eighteen to be able to create a Client Account. You are solely responsible for ensuring that the use of the Software in accordance with these Terms of Use in your jurisdiction of residence is permitted by law or regulation. If such use is not permitted by law, we prohibit all access to and use of the Software.

During the registration process, we will require from you to provide us with certain information, such as your email address and a password. For more information about the personal details that we ask for, we refer you to our Privacy Policy at . You acknowledge that you will provide accurate, current and complete information about yourself and, if applicable, update your information when it changes over time, to ensure that your Client account information is up-to-date. You can update or change your Client Account settings on any occasion. You are not permitted to provide any unauthorized person with access to your Client Account.

If you want to use the services on behalf of a company or other entity, then for creating an account, you represent and warrant that you have been authorized to do so. Furthermore, you have the necessary authority to create the Client Account and you have shared all email addresses, passwords and access credentials with other authorized representatives in the company.

6.1 Account Confidentiality

Please consider any personal information provided by you as confidential, e.g. the username and password. Do not disclose these with any person or entity. Caution must be taken when accessing you account from any type of device. Always check the SSL-certificate of our software. In public, protect your password by not letting others view or record your fingers when typing in any informion. You understand and agree that your Client Account is personal and can only be accessed by yourself. If any suspicious or unauthorized activity is there along your credentials, notify us as soon as possible. Fur security reasons, we highly recommend to log off after each session. CypherMarkets is not responsible by any means for any password misuse or comparable issue.

You acknowledge and agree that we are not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the unauthorized use of your Client Account arising from a personal failure to maintain the confidentiality of your password.

6.2 Trial Account

If you have selected to use a free trial, we will make the Software available to you on a trial basis free of charge (“Trial”). By participating in this Trial, you agree to be bound by our Terms of Use and the following additional terms in this subsection 6.2 (“Trial Terms”), provided that in the event of a conflict the Trial Terms shall govern.

The Trial period will be until (or earlier)

- the end of the free trial period for which you registered;

- the start date of any purchased Software subscription;

- termination at any time at the sole discretion of CypherMarkets;

At the end of the Trial, any trade you initiated during the Trial, through the Software will continue but may take longer to complete and you will no longer have access to any data you entered into your Client Account and such data will be lost, unless you upgrade your account to a paid subscription prior to the expiration of the Trial.

CypherMarkets is granted the right to cancel or modify the Trial, without prior notice and without any liability, at any time instance, according to applicable laws. Here, eligibility for a trial can be reviewed by our team and justified in case of any violation in the Client Terms of Use.

6.3 Client Account functionalities

The functionalities that will be provided with our Software will be as advertised at the moment of purchase. Multiple packages are available denoting the different functionalities.

6.4 Account Termination and Cancellation

You have the right to close your Client Account, at any moment in time, if and only if all obligations associated with the Client Account have been completed. You will be referred to Section 17 for any futher information on the obligations and the process of cancellation.

You acknowledge and agree that if we block you from accessing to your Client Account, you may be prevented from accessing the Software.

7. USE OF THE SOFTWARE BY YOU

7. USE OF THE SOFTWARE BY YOU

Your use of the Software is subject to all applicable local, provincial and federal laws and regulations. You are prohibited to reproduce, duplicate, copy, sell, trade or resell the Contents (defined below in Section 12) or any of our products and services for any purpose.

You agree that you will not use the Software to:

- provide your true personal details and no fake ones;

- only assess your own Client account and accommodating data;

- use the Software as was intended and not attempt to disrupt any user or us (as the host), or cause any type of other interference;

- engage in any activity that interferes with or disrupts the use of the Software, including but not limited to hacking or bypassing any measures we may use to prevent unauthorized access to the Software;

- spread any kind of virus or related malicious software;

- engage in any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Software;

- promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam. Or, promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another’s privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class;

- track, trace or harvest any information on the Software or any other person who visits the Software;

- share any material that you do not have the authority from to share, e.g. patent, trade-mark, trade secret, copyright or other proprietary rights of any person, etc. You shall be solely liable for any damage resulting from any infringement of the intellectual property of any third-party;

- sell, distribute, copy, sub-license, loan, transfer, duplicate, reproduce, trade, resell, or otherwise monetize the Software without our consent.

You agree that you are completely responsible for (and that we have no responsibility to you or to any third party for) any of the previous mentioned breaches of your obligations under these Terms of Use and for any of the consequences of any such breach.

8. USE OF THE SOFTWARE THROUGH MOBILE DEVICES

8. USE OF THE SOFTWARE THROUGH MOBILE DEVICES

You can access and utilize the Software through a mobile device. You are solely responsible for any prerequisite software and hardware requirements, and/or for any data charges and fees associated with accessing and using the Software through a mobile device.

9. CLIENT DATA

9. CLIENT DATA

9.1 Ownership of Client Data

As between CypherMarkets and Client, the Client exclusively owns all rights, title and interest in and to all data available by or for Client to the Software or collected and processed by or for Client using the Software (“Client Data”). CypherMarkets does not acquire any rights, title or ownership interest of any kind whatsoever in any of the Client Data.

9.2 Aggregated Data

Client grants CypherMarkets a non-exclusive, transferable, assignable, irrevocable, royalty-free, worldwide, perpetual license to create aggregated, anonymized and de-identified Client Data (“Aggregated Data”). This information can be utilized to improve the Software (conduct research, develop new products/services, understand usage, predictive analytics etc.) CypherMarkets shall own all Aggregated Data and may transfer or assign any of its rights in the Aggregated Data to any third party. CypherMarkets warrants and represents that it is using methods and processes that are meant to ensure the irreversibility of the Aggregated Data.

10. LINKS TO THIRD-PARTY PLATFORMS AND TRADER BOT INFORMATION

10. LINKS TO THIRD-PARTY PLATFORMS AND TRADER BOT INFORMATION

Use of certain links on the Software will direct you to third party feeds, software, websites or mobile applications (Third Party Platforms). Such Third Party Platforms are not under the control of CypherMarkets, and CypherMarkets is not responsible for the contents of any such Third Party Platforms or any link contained in such Third Party Platform.

Links to Third Party Platforms included on the Software are provided for your convenience, and the inclusion of such links does not imply a recommendation or endorsement by us of any such Third Party Platform or the products or services or information offered therein. If you decide to access any Third Party Platform information linked to the Software, you do so entirely at your own risk. You acknowledge and agree that CypherMarkets shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by, or in connection with the use of or reliance on any such third party Platform or information.

11. PRIVACY AND PERSONAL INFORMATION

11. PRIVACY AND PERSONAL INFORMATION

By accessing or using the Software, you understand that we will collect and use certain information about you, including personal information. For more information about our collection, use, disclosure and protection of your personal information, please read our Privacy Policy at https://cyphermarkets.com/privacy. Questions or requests with respect to your personal information may be sent via email to hello@cyphermarkets.com.

12. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

12. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS

All information, data, products, materials, services, software applications and tools, APIs, design elements, text, images, photographs, illustrations, audio and video contents, artwork and graphics are included, without limitation, as part of the Software. Therein or otherwise made available to you in connection therewith (collectively the “Contents”) and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term Software includes all of the Contents.

The Software together with all trade-marks and other intellectual property displayed, distributed, or otherwise made available via the Software, is the exclusive property of CypherMarkets, and its successors, assigns, licensors, and/or suppliers. Unless you have agreed otherwise in writing with CypherMarkets, nothing in these Terms of Use gives you a right to use any of the Contents, CypherMarkets’ trade-marks or other intellectual property of CypherMarkets. You may not assign or transfer any of the Contents and you may not grant a license to use or access the Software to any party.

No information or statement contained in these Terms of Use or the Software shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trade-mark, or other intellectual property right of CypherMarkets or any third party. You must not alter, delete, or conceal any copyright or other notices contained on the Software, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Software.

The use of any unauthorized or illegal Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws.

The limited rights granted to you under these Terms of Use may be withdrawn by us at any time for any reason.

13. THIRD-PARTY INFORMATION

13. THIRD-PARTY INFORMATION

Any third-party content, data, information, or publications made available through the Software are furnished by us on an as-is basis for your convenience and information. Any opinions, advice, statements, services, offers, or other information made available by third parties are those of the respective author(s) or publisher(s), Enterprise Partner(s), and not of CypherMarkets. CypherMarkets DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

14. WARRANTY DISCLAIMER

14. WARRANTY DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR USE OF THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”. CypherMarkets, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, ENDORSEMENTS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY, ERROR-FREE, UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING OUT OF YOUR USE OF THE SOFTWARE, IS THAT YOU ARE FREE TO DISCONTINUE YOUR USE OF THE SOFTWARE AT ANY TIME.

CypherMarkets PROVIDES NO WARRANTIES OR REPRESENTATIONS REGARDING THE SOFTWARE INCLUDING BUT NOT LIMITED TO THAT (I) THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (II) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR DEFECTS-FREE; (III) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE; OR (IV) THAT ANY AS WELL-KNOW AS STILL NOT DETECTED DEFECTS WILL BE CORRECTED.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SOFTWARE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CypherMarkets, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SOFTWARE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY THIRD PARTY PLATFORM LINKED TO IT.

15. LIMITATION OF LIABILITY

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW YOU EXPRESSLY UNDERSTAND AND AGREE THAT CypherMarkets AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH YOUR USE OF THE SOFTWARE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOST OPPORTUNITIES, LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS.

CypherMarkets MAXIMUM AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO $50.00.

THE LIMITATIONS ON OUR LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

16. INDEMNIFICATION

16. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless CypherMarkets, its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Use or your use of the Software, including, but not limited to, your submissions, Third Party Platforms, any use of the Content, services, and products other than as expressly authorized in these Terms of Use.

17. TERM, TERMINATION AND CANCELLATION

17. TERM, TERMINATION AND CANCELLATION

The term of your paid subscription and the license granted hereunder will remain in effect until terminated by either you or CypherMarkets.

We may terminate your use of the Software and/or access to the Contents, APIs, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

When unauthorized or suspicious activities are observed with your Client Account, we may block your account until the circumstances have been clarified. Also if necessary, know your client procedures have been carried out. A Client Account can also be terminated if you do not provide the required clarifications within the time requested.

Termination of your Client Account:

You may terminate your account where we have made this option available to you. Within thirty days your account will be closed on the condition that: (i) any disputes in which you have been involved have been satisfactorily settled; and (ii) you have completed any other obligation(s) related with your use of the Software.

When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and CypherMarkets have benefited from, been subject to (or which have gathered over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall not be affected by such termination. This includes (and is not limited) to sections 1, 3, 5, 6.1, 9.1, 9.2, 10 to 18.

18. SUPPORT AND REPORTING

18. SUPPORT AND REPORTING

The support services we provide are only for the operation of the Software. In case you notice misuse of the Software (for example libelous or defamatory conduct), you must report it to CypherMarkets. When you need assistance for any issues regarding the Software, we recommend contacting us for assistance:

by accessing CypherMarkets help center at https://cyphermarkets.com (when logged in to your Client Account); by requesting via “Support” form embedded into the Software (when logged in to your Client Account); by sending email to hello@cyphermarkets.com.

19. GENERAL

19. GENERAL

These Terms of Use, including the Privacy Policy and any other URL incorporated by reference in these Terms of Use constitute the entire agreement between you and CypherMarkets relating to your use and our provision of the Software.

The parties agree that if a party does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which it has the benefit of under any applicable law), this will not be taken to be a formal waiver of its rights and that those rights or remedies will still be available to the party.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable.

The parties hereto agree that they have requested that these Terms of Use and all related documents be written in English. Any translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties.

No e-mail address found on the Software may be harvested or otherwise used for purposes of solicitation. The relationship between the parties is that of independent contractors. Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

These Terms of Use will be governed by and construed in accordance with the laws of Bosnia and Herzegovina. This is done without giving effect to any choice or conflict of law provision, principle or rule.

In addition (whether of the laws of Bosnia and Herzegovina or any other jurisdiction) notwithstanding your domicile, residence or physical location. The courts of Bosnia and Herzegovina will handle any action or proceeding arising out of or relating to the Software or these Terms of Use.

Each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.

Notices.

To You.

We may provide any notice to you under these Terms of Use by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) by posting to the Software. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current and check for incoming messages regularly.

To Us.

To give us notice under these Terms of Use, you must contact us by email at hello@cyphermarkets.com.

To request the consent of CypherMarkets for any of the actions for which such consent is required under these Terms of Use, please send an email to hello@cyphermarkets.com. CypherMarkets reserves the right to refuse any such requests in its sole discretion.