These Terms and Conditions ("Terms") make a legal agreement between you ("you" or "your") and CommEX ("CommEX," "we," "our," or "us"). The Terms apply to your use of CommEX Services available on the Platform or in other ways. CommEX Services may be provided by CommEX or, if specified in these Terms, any Product Terms, or additional terms.
About CommEX: CommEX is an online platform where you can trade Digital Assets. We offer a trading platform for buying and selling Digital Assets, a secure storage solution for your assets, and other digital asset-related services.
Our Terms: When you sign up for an CommEX Account, you create a legal agreement with us. These Terms explain how you can use CommEX Services, who we are, the services we provide, and details concerning changes or termination of these Terms. The Terms also offer guidance on resolving any issues and contain important information about the platform.
Additional Documents: These Terms mention several important documents that apply to your use of CommEX Services, including:
a. Our Privacy Notice, explaining how we handle any personal data we collect about you or that you share with us.
b. Our Additional Documents: These Terms mention several important documents that apply to your use of CommEX Services, including:
a. Our Privacy Notice, explaining how we handle any personal data we collect about you or that you share with us.
b. Our Risk Warning, which points out essential information about the risks linked to buying, selling, holding, or investing in digital assets, as described in Annex B.
c. The Fees listed on our Platform.
d. Product Terms, outlining extra terms and conditions for using specific CommEX Services.
By using our services, you agree to follow these additional terms and conditions that relate to your CommEX experience.
Disclaimer: Please read these Terms and all connected documents carefully. If you have any questions or need clarification, don't hesitate to contact us. If you don't fully understand and accept these Terms, you should not register for an CommEX Account or access or use the Platform or any CommEX Service.
Registration: By signing up for an CommEX Account, accessing the Platform, and/or using CommEX Services, you agree that you have read, understood, and accepted these Terms and any other documents or terms mentioned in these Terms. You acknowledge that you'll follow these Terms, including any updates or changes made over time.
Eligibility Criteria: To be eligible to sign up for a CommEX Account and use CommEX Services, you must:
a. be an individual with full authority and capacity to (1) access and use CommEX Services, and (2) follow your obligations under these Terms;
b. be at least 18 years old if you are an individual;
c. if you represent a company, be authorized to act on behalf of and bind the company regarding these Terms;
d. not have been previously suspended or removed from using CommEX Services;
e. not be a Restricted Person;
f. not have an existing CommEX Account; and
g. not be located in, be a citizen of, or a resident of:
i. a jurisdiction where it's illegal under applicable law for you to access or use CommEX Services, or cause us or any third party to breach any applicable law; or
ii. a country mentioned in our List of Prohibited Countries.
Changing Eligibility Criteria: We may modify our eligibility criteria at any time at our sole discretion. Whenever possible, we will give you at least 7 calendar days' advance notice before implementing the change. However, we might need to make changes without prior notice, including when:
a. changes are due to legal and/or regulatory reasons;
b. changes are in your interest; and/or
c. any other valid reasons leave us no time to give you notice.
If we can't provide advance notice, we will inform you of the change as soon as possible after it is implemented.
3.1. How to contact us: For more information about CommEX, you can visit our Website. If you have questions, feedback, or complaints, you can reach our Customer Support team at https://Commex.zendesk.com/hc/en-us/requests/new. Please note that specific contact details may be provided for certain notices in these Terms, and the mentioned address is not monitored for such notices.
3.2. How we will contact you: We will get in touch using the contact information you share with us. It is crucial that you keep your contact details accurate and up-to-date. If your contact information changes, please inform us right away. We will not be responsible if you miss receiving critical information or notices from us due to outdated contact details.
3.1. Specific product terms: After opening a CommEX Account, you can use CommEX Services according to these Terms and the Product Terms, which govern the use of each specific CommEX Service.
4. CUSTOMER SUPPORT
All customer support inquiries should be directed through our ticketing system. To get support, users must submit a request via the "Help" or "Support" section on our website or through any other means provided on the platform. Our customer support team will make reasonable efforts to address and resolve users' inquiries in a timely and efficient manner. However, resolution times may vary depending on the issue's nature and complexity.
Important information: Communications with Customer Support should not be considered a legal agreement or warranty regarding CommEX Services, processes, decisions, or response times. Any personal data shared with us while using Customer Support will fall under the applicable privacy policies and notices in our Privacy Notice.
Prohibited actions: Do not use Customer Support to send abusive, defamatory, dishonest, or obscene messages, manipulate markets, spread false or misleading information, or send messages that violate applicable laws. Engaging in such activities may result in termination of Customer Support access and potential restrictions on the availability of Services to you.
5.1. Payment of fees: You agree to pay all applicable fees associated with your use of CommEX Services as displayed on the Platform, or as communicated to you in any relevant Product Terms.
5.2. Fee Deduction Authorization: You authorize us to deduct all applicable fees, commissions, interest, charges, and other amounts owed from your CommEX Account under these Terms or any Product Terms, following the calculation method provided on our Platform. If you owe us in one Digital Asset and have insufficient assets in that Digital Asset, we may deduct the owed sums in another Digital Asset to complete the payment (in which case we'll convert the Digital Asset you hold into the owed Digital Asset, at the current rate offered on the Platform or another commercially reasonable rate determined by us). If there are insufficient Digital Assets in your CommEX Account, you acknowledge that any amount due and payable under this clause is an immediately due debt owed by you to us in an amount and form (whether as a Digital Asset or otherwise) determined by us, acting in a commercially reasonable manner.
5.3. Fee Changes: We may modify our fees from time to time in accordance with the provisions of these Terms.
6. INFORMATION ABOUT YOUR ACCOUNT
Account Opening: To access CommEX Services and the Platform, you need to create and maintain a CommEX Account, which may be an individual user account.
CommEX Accounts are provided at our sole discretion. We reserve the right to deny any application for a CommEX Account without reason or to limit the number of CommEX Accounts you may hold.
Personal Use: By opening a CommEX Account, you agree to use it only for yourself, and not for any third party, unless you've received our prior written consent.
Identity Verification: To open a CommEX Account and access CommEX Services, you must comply with our identity verification procedures, providing complete, accurate, and truthful information about yourself and, where applicable, your Permitted Users. Update this information whenever it changes.
You authorize us to conduct inquiries, either directly or through third parties, to verify your identity (and that of any Permitted Users) or to protect you and/or us against fraud, money laundering, terrorist financing, or other financial crimes. We may take appropriate action based on the results of these inquiries.
When we carry out inquiries, you acknowledge and understand that your personal data, and that of any Permitted Users, may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies. These agencies may fully respond to our inquiries. You can review our Privacy Notice for more information about how we process your personal data.
Enhanced Due Diligence: We may require you to comply with our enhanced due diligence procedures, which could include providing additional personal information, submitting extra records or documentation, or participating in face-to-face meetings with CommEX representatives.
Records: We store your personal data to enable your continuous use of CommEX Services for as long as it is required for the purposes outlined in the Privacy Notice or as mandated by law, such as for tax and accounting purposes or compliance with anti-money laundering regulations. Please review our Privacy Notice for more information on how we collect and use your personal data in relation to our Sites and CommEX Services.
Account Access: To access your CommEX Account, you need the necessary equipment (e.g., computer or smartphone) and internet access. Access your account directly via the Platform or through other modes of access (including APIs) as we may prescribe, using the Access IDs we provide. We may require multi-factor authentication to ensure account security. Using the Platform and other access methods may be subject to additional terms.
Restricting Third-Party Access: Make sure that any CommEX Accounts registered under your name are only used by you.
Account Information and Transaction Records: Access your Account History on the Platform. Carefully review it and notify us of any unrecognized or incorrect entries or transactions within 14 calendar days of your Account History being made available.
Errors: We may correct any errors in your Account History at any time and reserve the right to void or reverse any transaction involving a Manifest Error or to amend transaction details to reflect the transaction's correct or fair details. CommEX shall not be liable for any loss or demand (e.g., loss of profit) connected to any Manifest Error, unless due to fraud or bad faith.
Information Sharing: Applicable laws may require us to share information about your CommEX Account and Account History with third parties. You acknowledge and agree to this disclosure. Learn more about how we process your personal data in our Privacy Notice.
Closing Your Account: You can close your CommEX Account anytime by following the account termination procedures specified by us. Closing your account is free of charge, but you must pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation and to deduct any outstanding amounts you owe from your CommEX Account.
In certain cases, you may not be able to close your CommEX Account, including when:
a. you are attempting to avoid an investigation by relevant authorities;
b. you have a pending transaction or an open claim;
c. your CommEX Account has any outstanding amounts owed to us; or
d. your CommEX Account is subject to a freeze, hold, limitation, or reserve.
What Happens When Your CommEX Account is Closed: If your CommEX Account is closed, you must withdraw all Digital Assets held in your account.
7. INFOMATION REQUESTS
7.1. When we may request information. We may ask you for information at any time to comply with applicable laws, identity verification requirements, or to detect money laundering, terrorist financing, fraud, or other financial crimes, or for any other valid reason. You agree to provide any information we request and allow us to keep a record of it for your CommEX Account's lifetime, as needed for its intended purposes, or as required by law.
7.2. What happens when you provide information. Your CommEX Account access and transaction limits may change based on the ongoing collection of information about you. If we reasonably suspect that the provided information is incorrect, untruthful, outdated, or incomplete, we may ask you to make corrections, remove relevant information, or take other actions to ensure the information is accurate.
7.3. If you fail to provide any requested information. You must comply with any information requests we send you. If you refuse to provide the requested information or don't respond promptly, we may suspend or terminate your CommEX Account access or all or part of the CommEX Services without notice.
Giving Instructions. Ensure any submitted instruction is complete and accurate. We aren't responsible for verifying the accuracy, authenticity, or validity of an instruction and won't monitor or reject instructions due to apparent duplicates. However, if we doubt an instruction's accuracy, authenticity, or validity, we may refuse or delay acting or request further information.
Instructions are irrevocable, so once submitted, you canot rescind or withdraw it without our written consent. An instruction is considered received when our server receives it. Our record of all instructions will be conclusive and binding for all purposes.
Acting on your Instructions. By submitting an instruction, you authorize us to initiate the transaction on your CommEX Account. We are then authorized to credit or debit your digital assets from your CommEX Account accordingly. If you have insufficient digital assets in your account for a transaction, including associated fees, we have the right to refuse the transaction. It's your responsibility to maintain sufficient assets in your account.
Protection of Instructions. You understand that instructions and information transmitted on the Platform or by email typically travel via the internet and may pass through public, transnational installations lacking specific protection. We cannot guarantee complete protection against unauthorized access, and you accept the associated risks.
Entering into Transactions: You can enter transactions either directly with us or with other users, which we may or may not facilitate. We cannot guarantee that any transaction will be completed successfully or within a specific timeframe.
Unauthorized Transactions: You are responsible for managing and using your CommEX Account, so we wukk assume you or a permitted user have authorized any instruction sent from your account until notified otherwise. Monitor your account history to detect unauthorized or suspicious activity and inform us as soon as possible. We aren't responsible for claims or losses resulting from unauthorized instructions unless you've notified us according to this clause.
Retention of Transaction Information: To comply with global data retention standards, you allow us to keep transaction information records for your CommEX Account's lifetime as needed for intended purposes, or as required by law. Review our Privacy Notice for more information on data collection and usage in relation to our sites and CommEX Services.
Material Interests and Conflicts:
Market Makers: Acknowledge and accept that:
a. We may designate one or more market makers to provide platform liquidity, and they may enter transactions with you as your counterparty.
b. Market makers might hold various positions in digital assets as part of their market-making activities, including those that conflict with your positions.
c. Market makers may engage in algorithmic trading, which may impact digital asset prices and liquidity. We strive to minimize market impact and won't deliberately carry out market-making activities intending to harm your interests.
Nature of Our Duties: Understand and agree that neither our relationship with you, CommEX Services provided, nor any other matter establishes any duties on our part (legal, equitable, fiduciary), except as expressly stated in these terms. We might act in multiple capacities, receiving fees or commissions from various users, including you, and you agree that we may act accordingly and provide services or conduct business for you, or other users.
Material Interests: Understand and agree that CommEX is required to:
a. Consider any known information that is a material interest.
b. Disclose such information to you.
c. Use it for your benefit.
Conflicts of Interest: We identify and manage conflicts of interest between us, our users, and relevant third parties to prevent adverse effects on our users' interests. If the risk of harming your interests can't be avoided through organizational and administrative arrangements, we'll inform you of the conflict of interest nature and the steps taken to mitigate those risks. We reserve the right to decline any actions with you where conflicts of interest cannot be managed otherwise.
10. TRANSACTION LIMITS
Your Transaction Limits: Your CommEX Account may have limits on:
a. the number or total value of transactions you can conduct with your account; and/or
b. the amount or value of digital assets you can transfer into or out of your account,
in each case, during a given period (e.g., daily). You can find any applicable limits in your CommEX Account.
Changes to Your Transaction Limits: We have the right to change any transaction limit for your CommEX Account at our discretion. You may also request a change in your limits. Any adjustments will be made at our discretion and may be subject to further conditions that we consider necessary.
11. SUPPORTED DIGITAL ASSETS
Supported Digital Assets: CommEX Services are available only for Supported Digital Assets, which may vary over time. You can find the list of Supported Digital Assets on our website. We may remove or suspend a Digital Asset from the list, and we will make reasonable efforts to inform you in advance. After removal, you will only be able to withdraw the Digital Asset from your account. If unsupported Digital Assets remain in your account beyond a specified period, we may convert them into a stablecoin at our discretion. We will notify you before the conversion and allow you to withdraw the assets within a reasonable timeframe.
We are not liable for attempts to use your account with unsupported Digital Assets or for the conversion to another Digital Asset type.
Forks: We may temporarily suspend CommEX Services for a specific Digital Asset while deciding whether to support a fork. We're not obligated to support a Digital Asset fork in your account, regardless of the resulting version's dominance. If we decide to support a fork, we'll announce it publicly on our website or through other means.
Acknowledge that we do not control or influence the creation or implementation of a fork. We can't guarantee the security, functionality, or supply of any Digital Asset, including the new dominant Digital Asset or others involved in the fork. You might not be able to trade forked Digital Assets on the platform and may lose their value.
Backed Digital Assets: We might support Digital Assets backed or tied in value to another asset, including Digital Assets, or commodities such as silver or gold ("Backed Digital Assets"). Before entering any transactions with Backed Digital Assets, ensure you've read, understood, and accepted their terms, conditions, and associated risks. We don't have to purchase, repurchase, or handle your Backed Digital Assets redemption. We can change, suspend, or discontinue services related to them. We don't guarantee that a particular Backed Digital Asset will hold its value against any asset, or that the issuer or a third party will maintain the amount or quality of reserves or collateral for any Backed Digital Asset.
Your Responsibility: You are responsible for protecting your hardware and data from viruses, malicious software, and inappropriate material. Except as required by law, you are responsible for backing up and keeping duplicate copies of any information stored or transferred through CommEX Services. We aren't liable for any claims or losses resulting from not complying with this clause.
Security Measures: Maintain adequate security and control of all your Access IDs. You are responsible for ensuring security measures are in place to protect your CommEX Account and Access IDs by:
a. Strictly following our mechanisms or procedures.
b. Creating strong passwords and maintaining the security of your Access IDs.
c. Keeping your email account and phone number up to date for receiving any notices or alerts from us.
d. Not allowing remote access or sharing your computer/screen when logged into your CommEX Account.
e. Remembering we never ask for passwords or 2-factor authentication codes.
f. Logging out of our Site and Platform after each visit.
Keep your email account and Access IDs safe from attacks and unauthorized access. Inform us immediately if you suspect compromised security for your or a Permitted User's email account, or unauthorized usage.
Monitoring Your Account History: Regularly check your account history to detect and report any unauthorized or suspicious activity on your CommEX Account. Be aware that security breaches could result in unauthorized access, the loss or theft of digital assets or funds in your account, and related accounts like your linked bank account(s) and credit card(s).
Suspecting a Security Breach: If you suspect a breach, ensure you:
a. Notify us immediately, provide accurate updates during the breach.
b. Lock your CommEX Account immediately through the disable account function on the Platform or via any other method we prescribe.
c. Follow any other steps we reasonably require to manage or report the security breach.
We reserve the right to request and receive any relevant information or documents about an actual or suspected security breach. We may share this information with third parties as necessary to resolve the issue.
13. PRIVACY AND DATA PROTECTION
The Privacy Notice. We collect and use personal data related to the Terms, CommEX Services, Platform, and any Site in accordance with our Privacy Notice (updated periodically). You acknowledge that we process your personal data provided or collected in connection with the Terms, following the Privacy Notice. The Privacy Notice is part of these Terms.
You represent and warrant that:
a. You have read and understood our Privacy Notice.
b. Our business evolves regularly, so our Privacy Notice will change as needed. If we provide a replacement Privacy Notice, you will promptly read and understand the update, adhering to the latest version.
How and when we can make changes. We can modify these Terms and any incorporated terms and conditions (including Product Terms) at any time, and your acceptance of these Terms gives us your express consent. We will notify you of any changes through email or on our website.
We'll generally give you 14 calendar days' notice before changes take effect. However, we may need to make changes without prior notice under certain circumstances, like:
a. Legal and/or regulatory changes.
b. Changes beneficial to you.
c. Changes that make the Terms clearer.
d. Any other valid reason where giving notice isn't possible.
If we can't provide advance notice, we will inform you as soon as possible after the change.
When changes take effect: Unless changes are effective immediately, the updated Terms will apply 14 calendar days after we've given you notice. If you don't accept the changes, you can close your CommEX Account according to the provisions of these Terms. If we don't hear from you, we'll assume you've accepted the changes, and your continued access to or use of CommEX Services is considered as acceptance of the updated Terms.
Changes to fees: We can change fees listed on our Platform, including introducing new fees or charges. If we raise a fee, we'll give you a 14-calendar-day advance notice. If you don't accept the changes, you can close your CommEX Account according to these Terms. If we don't hear from you, we'll assume you've accepted the changes, and your continued access to or use of CommEX Services is considered as acceptance of the updated Terms.
If there's no fee increase, we may not provide advance notice. Any fee reduction will take effect on the amendment date as listed on our Platform.
15. TERMINATION, SUSPENSION AND OTHER RESTRICTIONS
Our right. We may at any time modify or discontinue, temporarily or permanently, any portion or feature of the CommEX Services. In particular, we may: (1) refuse to complete or block, cancel, or, where permitted by Applicable Law, reverse any Transaction you have authorised; (2) terminate, suspend, or restrict your access to any or all of the CommEX Services; (3) terminate, suspend, close, hold or restrict your access to any or all of your CommEX Account(s); (4) refuse to transmit information or Instructions to third parties (including but not limited to third-party wallet operators); and/or (5) take whatever action we consider necessary, in each case with immediate effect and for any reason including, but not limited to where:
- on giving 14 days notice;
- you are not, or are no longer, eligible to use one or more CommEX Services;
- we reasonably suspect that:
- the person logged into your CommEX Account is not you, or we suspect that the CommEX Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;
- more than one natural person has access to and/or transacts using the same CommEX Account, or we suspect that CommEX Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;
- information provided by you is wrong, untruthful, outdated, or incomplete;
- we have reasonable concerns in relation to your creditworthiness or financial status, including:
- in the event that you are an individual, you become bankrupt, of unsound mind, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;
- in the event that you are acting on behalf of a partnership, any of the partners die or become bankrupt or of unsound mind, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;
- you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
- pending submission of such information and documents in accordance with these Terms;
- pending submission of Enhanced due diligence in accordance with these Terms;
- we reasonably consider that we are required to do so by Applicable Law, or any court or authority to which we are subject in any jurisdiction;
- we have determined or suspect:
- that you have breached these Terms or any Product Terms;
- that you have breached any express or implied warranties in these Terms, or any representations you have made;
- that any Transaction is unauthorised, erroneous, fraudulent, or unlawful or we have determined or suspect that your CommEX Account or the CommEX Services are being used in a fraudulent, unauthorised, or unlawful manner;
- there is any occurrence of money laundering, terrorist financing, fraud or any other crime in connection with your CommEX Account or your use of the CommEX Services;
- the use of your CommEX Account is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your CommEX Account activity;
- you owe amounts to CommEX that are not satisfied, whether due to a chargeback or on any other basis;
- any email communication to your Email Account is returned as undeliverable;
- an issue has arisen with the verification of your identity;
- you have taken any action that may circumvent our controls such as opening multiple CommEX Accounts without our written consent or abusing promotions which we may offer from time to time; or
- there is any other valid reason which means we need to do so.
We will take reasonable steps to provide you with appropriate notice. However, there might be times when we are required not to do so by Applicable Law.
Your acknowledgement. You acknowledge and agree that:
- the examples set out above of when we might take action to terminate, suspend, close or restrict your access to your CommEX Account and/or the CommEX Services is a non-exhaustive list; and
- our decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your CommEX Account or the CommEX Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.
What happens when we exercise our right. Where we terminate, suspend, hold or restrict your access to one or more CommEX Services:
- if you have Instructions, trades, positions or Transactions that are open, they may be closed by you, or by us, depending on the circumstances of the termination, suspension, hold, restriction or other action we take;
- any chargeback resulting from the use of your CommEX Account or CommEX Services may result in an immediate suspension and/or restriction of your CommEX Account and CommEX Services;
- to reactivate suspended and/or restricted CommEX Account or CommEX Services, you may be required to reimburse us for the full value of the chargeback, including any amounts that are owing to us including any applicable fees; and
- you are liable for any credited amounts in case of a chargeback, and you authorise and grant us the right to deduct costs and fees directly from any assets in your CommEX Account without notice.
Unlawful possession. If we are informed and reasonably believe that any Digital Assets held in your CommEX Account are stolen or otherwise are not lawfully possessed by you (whether by error or otherwise), we may, but have no obligation to, place a hold on the affected funds and your CommEX Account. Where we place a hold on some or all of any Digital Assets held in your CommEX Account, or on your entire CommEX Account, we may continue such hold until such time as evidence, acceptable to us, proves that you are entitled to possession of the Digital Assets held in your CommEX Account. We will not get involved in any dispute, or the resolution of the dispute, relating to any Digital Assets held in your CommEX Account.
Access to the Services in other jurisdictions. Residents of some countries may only be able to access some, but not all, CommEX Services. We may change the CommEX Services that are available to you from time to time. If you travel to a location included on our List of Prohibited Countries, CommEX Services may not be available and your access to the CommEX Services may be blocked. You acknowledge that this may impact your ability to trade on the Platform and/or monitor any existing orders or open positions or otherwise use the CommEX Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.
16. INTELLECTUAL PROPERTY
Background IP. The CommEX IP shall remain vested in CommEX.
Licence of CommEX IP. We grant to you a non-exclusive licence for the duration of these Terms, or until we suspend or terminate your access to the CommEX Services, whichever is sooner, to use the CommEX IP, excluding the Trade Marks, solely as necessary to allow you to receive the CommEX Services for non-commercial personal or internal business use, in accordance with these Terms.
Licence of User IP. You grant to us a perpetual, irrevocable, royalty-free, worldwide and non-exclusive licence to use the User IP to the extent it: (a) forms part of, or is necessary for the use of, any Created IP; and (b) is necessary to allow us to provide you with the CommEX Services, from time to time.
Our right to sub-licence. The licence granted by you under this clause includes our right to sub-licence to a third party to the extent required to enable us to provide you with the CommEX Services, or any part of them.
Created IP. The Created IP shall automatically vest in us from time to time on the date on which it is created.
Assignment. You hereby assign to us (and agree to procure that any agents, representatives or contractors assign), with full title guarantee, title to all present and future rights and interest in the Created IP.
If requested to do so, you shall (and agree to procure that any agents, representatives or contractors shall), without charge to us, sign and/or execute all documents and do all such acts as we may require to perfect the assignments under this clause.
We are not responsible. You agree and acknowledge that: (1) we are not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Platform or the Sites; and (2) use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same.
Our rights. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Platform or the Sites (including any User Material) for any reason. We reserve the right to take any actions as we deem appropriate at our sole discretion, including giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your CommEX Account (if any), or suspending your access to the Platform and/or the Sites. We shall also have the right to restrict or ban you from any and all future use of any CommEX Services.
Recording. You agree that we may record any communications, electronic, by telephone, over video call, or otherwise, that we have with you in relation to these Terms, and that any recordings that we keep will constitute evidence of the communications between you and us. You agree that telephone conversations and video calls may be recorded so that we can respond to inquiries, ensure compliance with applicable laws, improve our services and provide customer support.
18. YOUR OBLIGATIONS AND LIABILITY
Prohibited use. By opening a CommEX Account, and without prejudice to any other restriction or limitation set out in these terms, you agree that you and any Permitted User will not:
- breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;
- use CommEX Services in a manner that violates public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prevent other users from using CommEX Services;
- use CommEX Services for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing;
- use the CommEX Services for anything which, in CommEX's sole opinion, is conduct designed to control or artificially affect the price of any Digital Asset (market manipulation) including, without limitation, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering) regardless of whether prohibited by Applicable Law;
- engage in fraudulent activities, or cause us to suspect that you or any Permitted User have engaged in fraudulent activities and/or Transactions;
- use CommEX Services to conduct lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance;
- (1) receive, or attempt to receive, funds from both us and another user for the same Transaction during the course of a Claim; (2) conduct your business or use the CommEX Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to us, other users, third parties, or yourself; and (3) allow your CommEX Account to have a negative value or quantity of Digital Assets;
- provide false, inaccurate or misleading information in connection with your use of the CommEX Services, in communications with us, or otherwise connected with these Terms;
- (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Platform, or replicate or bypass the navigational structure or presentation of CommEX Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through CommEX Services; (2) attempt to access any part or function of the Platform without authorisation, or connect to CommEX Services or any of our servers or any other systems or networks of any CommEX Services provided through the Platform by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of CommEX Services or any network connected to the Platform, or violate any security or authentication measures on CommEX Services or any network connected to CommEX Services; (4) reverse look-up, track or seek to track any information of any other users or visitors of v Services; (5) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of CommEX Services or CommEX, or the infrastructure of any systems or networks connected to CommEX Services; (6) use any devices, software or routine programs to interfere with the normal operation of CommEX Services or any transactions on CommEX Services, or any other person’s use of CommEX Services; or (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;
- modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another programme or application;
- disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Platform or any components thereof;
- modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or licence, sub-licence, sell, mirror, design, rent, lease, private label, grant security interests in such CommEX IP or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the CommEX IP;
- facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the CommEX Services;
- (1) use an anonymizing proxy; (2) use any temporary, disposable, self-destructive, or similar email address when opening a CommEX Account and/or using the CommEX Services; (3) use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Sites or the CommEX Services; and (4) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;
- create, or purport to create, any security over your Digital Assets held in any of your CommEX Account without our prior written consent;
- violate, or attempt to violate, (1) any Applicable Law; or (2) ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; and/or
- access, use, or attempted to access or use, CommEX Services directly or indirectly with (1) jurisdictions CommEX has deemed high risk, including but not limited to, Cuba, Iran, North Korea, Syria, or (2) persons CommEX has deemed high risk, including but not limited to, individuals or entities named as a restricted person or party on any list maintained by the United States of America., United Kingdom, European Union or United Nations, including the sanctions lists maintained by the U.S. Office of Foreign Assets Control or the Denied Persons List or Entity List maintained by the U.S. Department of Commerce.
Representations and warranties. You hereby represent and warrant to us, at all times, the following:
- all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to use the CommEX Services;
- all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
- you have full power, authority, and capacity to (1) access and use the Platform and/or the CommEX Services; and (2) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;
- all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform and/or the CommEX Services; and (2) enter into and deliver, and perform the Transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;
- these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
- that you are not a Restricted Person;
- if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and
- your access and use of the Platform and/or the CommEX Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:
- if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;
- result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and
- result in you, or cause us or any third party to, breach any Applicable Law, decree or judgement of any court, or any award of any arbitrator or those of any governmental or Regulatory Authority in any jurisdiction.
No representation or warranty. CommEX Services and any information provided on the Sites and the Platform, including Chat Services, are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Sites, the Platform, any of your CommEX Account(s), CommEX Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays.
Suspension of access. We may, from time to time, suspend access to your CommEX Account and/or the CommEX Services, for both scheduled and emergency maintenance. We will make reasonable efforts to ensure that Transactions on the Platform are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
Content. Although we make reasonable efforts to update the information on the Sites and the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sites and the Platform, including information in relation to the CommEX Services, is accurate, complete or up to date.
Third-party websites. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Platform or the Sites.
Network Access and Compatibility: You are responsible for obtaining the data network access necessary to use the CommEX Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the CommEX Services and Sites and any updates thereto. CommEX does not guarantee that the CommEX Services, or any portion thereof, will function on any particular hardware or devices. The CommEX Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
Third-party claims. You shall indemnify and hold harmless us from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (“Losses”), arising out of or in any way connected with:
- your access to or use of your CommEX Account and/or the CommEX Services;
- your breach or alleged breach of these Terms or your contravention of any other clause or sub-clause of these Terms, including any Product Terms and any other terms and conditions incorporated by reference;
- your contravention of any Applicable Law; and
- your violation of the rights of any third party.
Control. We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you, in which event you shall cooperate as fully required by us in asserting any available defences. You will not settle any claims or Losses without our prior written consent.
Release. You hereby agree to release us from any and all claims and demands (and waive any rights you may have against us in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the CommEX Services (including any Digital Asset Transactions) or the subject matter of these Terms.
Our Liability. Our liability to you or any third parties in any circumstance is limited to the actual amount of loss or damage which is caused directly and is reasonably foreseeable by our breach of these terms, and shall in no event exceed the amount of fees paid by you to CommEX in the 12 months preceding the event giving rise to the Loss. Such sum shall be paid by us to you in full and final settlement and satisfaction of ours entire liability for any and all losses and claims, howsoever arising, from the relevant breach. You acknowledge and agree that neither CommEX is aware of any special circumstances pertaining to you, and that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.
Limitations on liability. Notwithstanding any other clause in these Terms, in no event will we be responsible or liable to you or any other person or entity for:
- any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising out of or in connection with these Terms, including but not limited to:
- any risk identified in the Risk Warning, as updated from time to time;
- the operation of the protocols underlying any Digital Asset, their functionality, security, or availability;
- whether Backed Digital Assets hold their value as against any asset, or if the issuer of the Backed Digital Asset holds sufficient reserves in relation to any Backed Digital Asset;
- any action or inaction in accordance with these Terms;
- any inaccuracy, defect or omission of Digital Assets price data, any error or delay in the transmission of such data, and interruption in any such data;
- regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance;
- the theft of a device enabled to access and use CommEX Services;
- other users’ actions, omissions or breaches of these Terms, and any damage caused by actions of any other third parties;
- (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for your use of the internet to connect to the CommEX Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;
- our decision to reject your application to open a CommEX Account(s), in accordance with these Terms;
- any termination, suspension, hold or restriction of access to any CommEX Account or CommEX Services, including your inability to withdraw Digital Assets, issue Instructions or enter into Transactions during the period of any suspension, hold or restriction, in accordance with these Terms or any Product Terms;
- any Transaction limits applied to your CommEX Account, in accordance with these Terms;
- any election by us to support or not support Digital Assets, in accordance with these Terms;
- us being unable to contact you using the contact information you provided, in accordance with these Terms;
- the failure of a Transaction or the length of time needed to complete any Transaction, in accordance with these Terms;
- the market making activities of the market makers, in accordance with these Terms;
- our reliance on any Instruction sent from your CommEX Account, or the Email Accounts;
- our refusal or delay in acting upon any Instruction, in accordance with these Terms;
- any breach of security of your Email Account or a Security Breach;
- losses caused to you by third party fraud or scams that involve CommEX only as the recipient of your Digital Assets, and/or the transfer of Digital Assets away from our platform at your request;
- any losses arising or in connection with new offerings of Digital Assets, initial coin offerings (ICOs), or the decision to list or not list Digital Assets on the Platform;
- the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the CommEX Services or for delays or omissions of the CommEX Services, or for the failure of any connection or communication service to provide or maintain your access to the CommEX Services, or for any interruption in or disruption of your access or any erroneous communications between us, regardless of cause; and
- any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account or CommEX Account;
- any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our Sites, the Platform, your CommEX Account, the CommEX Services, these Terms, the Product Terms, the Privacy Notice and/or any agreement entered into pursuant to, or in connection with, these Terms or otherwise; and/or
- any losses forming part of a Claim that has not been commenced by way of formal legal action WITHIN ONE CALENDAR YEAR of the matters giving rise to the Claim. YOU AGREE AND ACKNOWLEDGE THAT THIS CLAUSE VARIES ANY LIMITATION PERIOD OTHERWISE APPLICABLE BY LAW, AND THAT IF APPLICABLE LAW PROHIBITS THIS, THIS CLAUSE WILL BE READ AS A LIMITATION PERIOD OF THE MINIMUM ENFORCEABLE LENGTH. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, YOUR ATTENTION IS ALSO DRAWN TO CLAUSE 22 AGREEING THAT CLAIMS SHALL BE RESOLVED EXCLUSIVELY BY WAY OF BINDING ARBITRATION.
Damage or interruption. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You and, where relevant, your Permitted Users are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times.
22. RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER
Notice of Claim and Dispute Resolution Period. Please contact CommEX first if you have any concerns with the Services. CommEX wants to address your concerns without resorting to formal legal proceedings, if possible. A ticket number will be assigned to you if your concerns cannot be addressed to your satisfaction at first instance. The issuance of the ticket number commences the internal dispute resolution procedure. CommEX will attempt to resolve the dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a Claim against CommEX, then you agree to set forth the basis of such Claim in writing in a “Notice of Claim,” as a form of prior notice to CommEX. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your custody account email. The Notice of Claim should be submitted to the following web address: http://www.CommEX.com/en/support/requests/new. After you have provided the Notice of Claim to CommEX, the dispute referenced in the Notice of Claim may be submitted by either CommEX or you to arbitration in accordance with the below clause (Agreement to Arbitrate).
For the avoidance of doubt, the submission of a dispute to CommEX for resolution internally and the delivery of a Notice of Claim to CommEX are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding).
During the arbitration, the amount of any settlement offer made by you or CommEX shall not be disclosed to the arbitrator.
Agreement to Arbitrate. Aside from where Applicable Law requires or provides you with a choice otherwise, you and CommEX agree that, subject to the immediately preceding clause above (Notice of Claim and Dispute Resolution Period), any Claim shall be determined by mandatory final and binding individual (not class) arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Rules for the time being in force, which rules are deemed incorporated by reference in this clause. The seat of arbitration shall be Hong Kong. The Tribunal shall consist of one (1) arbitrator to be appointed in accordance with the HKIAC Rules for the time being in force. The language of the arbitration shall be in English.You and CommEX further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any Claim. The arbitration provisions set forth in this clause will survive termination of these Terms.
Limitation period for filing. Any arbitration against CommEX must be commenced by filing and serving a Notice of Arbitration in accordance with the HKIAC Rules within one (1) year after the date that the user asserting the Claim first found out or reasonably should have found out the alleged act, omission or default giving rise to the Claim (“Limitation Period”). For the avoidance of doubt, the Limitation Period shall include the Dispute Resolution Period set out in these Terms. There shall be no right to any remedy or relief for any Claim by the user if the Notice of Arbitration in respect of that Claim is not filed and served on CommEX within that Limitation Period. If the Limitation Period is contrary to applicable law, the user shall be required to bring any Claim against CommEX within the shortest time period permitted by the applicable law. A Notice of Arbitration may be served on CommEX in accordance with the Applicable Laws and rules of service.
Notice. if CommEX commences arbitration against you, CommEX will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of the adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with CommEX is up-to-date and accurate.
Nothing in these Terms shall prevent a user resident in the United Kingdom from having the right to bring a Claim against CommEX in a court in the United Kingdom.
For the avoidance of doubt, nothing in this section will deprive you of any mandatory legal right from which you benefit under Applicable Law.
22.1. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, the existence or content of the Claim, all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders or awards made in the arbitration shall be kept confidential and no party shall disclose any of the foregoing to any third party except the tribunal, the HKIAC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information:
- if the written consent of the other party is obtained;
- to the extent required by applicable law or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction;
- in connection with the commencement, pursuit or defence by a party of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; and
- to the extent that the relevant confidential information is in the public domain otherwise than by breach of this agreement.
22.2 This term of confidentiality in this clause shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.
24. GOVERNING LAW
23.1. Aside from where Applicable Law requires or provides you with a choice otherwise, these Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong.
25. CLASS ACTION WAIVER
You and CommEX agree that any Claims shall be brought against CommEX in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such Claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration.
26. GENERAL PROVISIONS
Applicable Law. You and any Permitted User must comply with all Applicable Law, licensing requirements and third party rights (including data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the CommEX Services, your CommEX Account and the Platform.
Notices. We may give notice by email to your Email Account. It is your responsibility to ensure that the Email Account is up to date and accurate. Notices may be given, and are deemed to be received, if sent to your Email Account, whether or not a notice of delivery failure is received. You may give us notices only as we direct, which may change from time to time. Any notices, consent or other communication given under these Terms must be in writing, in English, and signed or otherwise authorised by the party giving it.
Announcements. All official announcements, news, promotions, competitions and airdrops will be listed on the Website. These announcements are important, and may relate to issues that may impact the value of your Digital Assets, or their security. You are responsible for monitoring the Website and reading and considering these announcements.
Entire agreement. The Terms, together with any applicable Product Terms, constitute the whole agreement between you and us with respect to the CommEX Services. Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Terms or any Product Terms.
Assignment. You may not assign or transfer any of your rights or obligations under the Terms without our prior written consent. However, we may assign or transfer any of our rights or obligations under the Terms at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving CommEX.
Invalidity. If, at any time, any clause or sub-clause of the Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.
Records. You agree that we may record any telephone, email and chat conversations with you, as well as any other forms of communications, including communication used to give Instructions or effect Transactions, between you and us, and that the recordings may be used as evidence in any proceedings relating to any agreement with you. These records will be our sole property.
Language. These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text will prevail.
Third party rights. Nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any clause or sub-clause of these Terms. The Terms and all of its clauses and sub-clauses are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns.
Survival. All clauses and sub-clauses of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.
Relationship of the parties. CommEX is not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
Digital Assets. We record in your CommEX Account the quantity and type of any Digital Assets that are held to your credit. CommEX is not a trustee of, and does not owe any trustee duties in relation to, any Digital Assets held to your credit. When you Instruct CommEX to transfer or otherwise deal with Digital Assets, CommEX will not use any specific Digital Assets, however identifiable, to act on your Instructions. Subject to these Terms, CommEX will use Digital Assets in the same quantity and of the same type as those credited to your v Account when acting on your Instructions. Other than as disclosed in specific Product Terms, any Digital Assets deposited with CommEX in connection with CommEX Services are not used by CommEX for any other purpose.
Force Majeure. We will not be liable for any delay or failure to perform as required by these Terms to the extent the delay or failure is caused by a Force Majeure Event.
No waiver. No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.
Set-off. In addition to any legal or other remedy available under the Terms or by law, we may set-off any amounts you owe to us under the Terms or otherwise. You must pay all sums that you owe to us free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law.
Privacy of others. If you receive information about another user through the Platform or from utilising the CommEX Services, you must keep the information confidential and only use it in connection with the CommEX Services and always in accordance with Applicable Law. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a Transaction.
Publication of breaches. Where you have breached these Terms, CommEX may publish, or otherwise provide its users with details of the breach, including any information that you have provided CommEX. CommEX may only do so where it determines that doing so is necessary for the protection of other users, and consistent with Applicable Law.
Death of CommEX Account holder. In the event of your death or incapacity, the representative(s) of your estate or the survivor or survivors must give us written notice as soon as practicable. If we have reason to believe you have died, we may suspend your CommEX Account. Your CommEX Account will be suspended until:
- a representative of your estate or authorised beneficiary either (1) creates a CommEX Account in accordance with these Terms; or (2) provides wire transfer instructions; and
- provides sufficient legal documentation that they are entitled to receive the assets in your CommEX Account; or
- you provide satisfactory proof that you are not deceased.
Beneficiaries receiving a wire transfer will receive the liquidated value of the assets in the CommEX Account, less any fees and costs associated with the transfer. Our ability to provide your representative(s) with the assets in your CommEX Account is subject to the restrictions imposed by Applicable Law and these Terms. We do not commit to any particular timeline for the transfer of assets held to the credit of your CommEX Account.
Tax. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether any taxes apply to your use of the CommEX Services, or for collecting, reporting or remitting any taxes arising from any Transaction or use of the CommEX Services.
You acknowledge that we may make certain reports to tax authorities regarding Transactions made on the Platform, and that we may, in our sole discretion or as required by Applicable Law, provide you with additional documentation or records needed by you to calculate any tax obligations. We may also withhold and deduct at source any taxes due under Applicable Law in our sole discretion.
1. Definitions and interpretation
In these Terms:
- clause headings and numbering are for convenience only and do not affect the meaning, priority or interpretation of any clause or sub-clause of these Terms;
- the words “include” or “including” shall mean including without limitation and include without limitation respectively;
- any undertaking to do or not do a thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
- words importing the singular include the plural and vice versa and words importing a gender include any gender;
- any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of these Terms or that document; and
- in the event of inconsistency between these Terms (including any documents referred to in these Terms) the inconsistency shall be solved by giving such provisions and documents the following order of precedence:
- the Product Terms;
- the Privacy Notice; and
- these Terms.
- except where the context requires others, the following terms shall have the following meanings:
Access IDs means your CommEX Account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication that you use to access your CommEX Account or the CommEX Services or to send Instructions.
Account History means the written record (including electronic records) of your Transactions and your CommEX Account.
API means application program interface.
Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which CommEX is a member), that are applicable to the provision, receipt or use of the CommEX Services, or any other products or deliverables provided, used or received in connection with the CommEX Services, these Terms, or any Product Terms.
Backed Digital Assets has the meaning given to it in clause 15.3.
CommEX Account means any accounts which are opened by CommEX for you to record your use of CommEX Services.
CommEX API means an API made available to you as a service, or third-party applications relying on such an API.
CommEX IP means the Created IP and all other Intellectual Property Rights owned by or licensed, on a sub-licenseable basis, to us as at the date of the Terms and any other Intellectual Property Rights owned or acquired by or licensed, on a sub-licenseable basis, to us after the date of these Terms, and which are provided by us to you in the course of providing you with the CommEX Services.
CommEX Services or Services means the services offered by us to you through the Platform.
Claim means any dispute, claim, difference or controversy between you and CommEX arising out of, in connection with, or relating in any way to:
(a) these Terms or any Product Terms, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity;
(b) your relationship with CommEX as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms); or
(c) any non-contractual obligations arising out of or relating to these Terms, or any Product Terms, or your relationship with CommEX.
Control means the power of a person to secure that the affairs of another are conducted in accordance with the wishes of the first person whether by means of:
- in the case of a company, being the beneficial owner of more than fifty percent (50%) of the issued share capital of or of the voting rights in that company, or having the right to appoint and remove a majority of the directors or otherwise control the votes at board meetings of that company by virtue of any powers conferred by the organisational documents, shareholders’ agreement, a majority of the board of directors or any other document regulating the affairs of that company or by any other means; or
- in the case of a partnership, being the beneficial owner of more than fifty percent (50%) of the capital of that partnership, or having the right to control the composition of or the votes to the majority of the management of that partnership by virtue of any powers conferred by the partnership agreement or any other document regulating the affairs of that partnership or by any other means.
Created IP means any Intellectual Property Rights created by you pursuant to these Terms, including the User Materials, but excluding any other User IP.
Digital Assets means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.
Dominant Digital Asset means a Forked Digital Asset that has dominance over one or more other versions of a Digital Asset that was subject to the relevant Fork, as determined by us in our sole discretion.
Email Account means the email account(s) associated with your CommEX Account(s), as agreed with CommEX from time to time, in accordance with any processes identified by CommEX when using the Platform.
Force Majeure Events means:
- any fire, strike, riot, civil unrest, terrorist act, war or industrial action;
- any natural disaster such as floods, tornadoes, earthquakes and hurricanes;
- any epidemic, pandemic or public health emergency of national or international concern;
- any act or regulation made by a government, supra national body or authority that we believe stops us from providing CommEX Services on the Platform;
- the imposition of limits or unusual terms by a government on any Digital Assets traded on our Platform;
- excessive changes to the price, supply or demand of any Digital Asset;
- technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;
- the failure of any supplier, intermediate broker, agent, principal custodian, sub-custodian, dealer, exchange, staking platform, liquidity pool, bridge provider, issuer of a Backed Digital Asset, market maker, clearing house or regulatory organisation to perform its obligations to us;
- liquidity providers not providing, or being unable to provide liquidity to us;
- any labour or trade disputes, strikes, industrial actions or lockouts; and/or
- an event which significantly disrupts the market for Digital Assets, which could include excessive movements in the price, supply or demand of a Digital Asset, whether regulated or unregulated.
Fork means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Digital Asset.
Forked Digital Asset means a Digital Asset that results from a Fork.
Instruction means any instruction, request, or order given to CommEX by you or a Permitted User in relation to the operation of your CommEX Account or to execute any Transaction, through such medium and in such form and manner as CommEX may require.
Intellectual Property Rights means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and rights to apply for registration, of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
List of Prohibited Countries means the list of countries accessible at https://www.CommEX.com/en/legal/list-of-prohibited-countries.
Local Terms means the terms governing your use of the CommEX Services provided by a CommEX in any particular jurisdiction.
Losses has the meaning given to it in clause 20.
Manifest Error means any error, omission or misquote (whether an error of CommEX or any third party) which is manifest or palpable, including a misquote by any representative of CommEX taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation.
Mobile App means any mobile application developed or provided by us that enables you to use or otherwise access CommEX Services.
Platform means the digital platform that we may make accessible to you via Sites, the Mobile App, a CommEX API or by such other means from time to time for the use of CommEX Services.
Privacy Notice means the privacy notice located at Privacy Notice
Product Terms means the product-specific terms and conditions that apply to the use of a CommEX Service, in addition to these Terms.
Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.
Restricted Person means a person or legal entity who (a) is included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List, issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce), or by the United Kingdom, European Union, Canada) tor (b) resides, or is established, or has operations in, in any country listed in the List of Prohibited Countries.
Risk Warning means the general risk warning published on the Website.
Security Breach means
- your CommEX Account(s) or any of your Access IDs have been compromised;
- the loss, theft, or unauthorised use of any of your Access IDs or any unauthorised access to and use of your CommEX Account or the CommEX Services on your behalf; or
- any other security incident (including a cyber-security attack) affecting you and/or CommEX.
Sites means our Website and any other websites, pages, features, or content we own or operate.
Supported Digital Assets means those Digital Assets that are available in connection with your use of the CommEX Services.
Trade Marks means the Intellectual Property Rights in the trade marks, service marks and logos used and displayed on or through the Platform, the Sites and/or the CommEX Services.
Transaction means selling, purchasing, or entering into any other type of transactions, or agreeing to sell, purchase or enter into any other type of transactions involving Digital Asset(s), their derivatives, other asset(s) or product(s) as CommEX may from time to time permit to be carried out on the Platform, and depositing or withdrawing Digital Assets into or out of your CommEX Account.
User IP means the Intellectual Property Rights owned by or licensed to you as at the date of these Terms and any other Intellectual Property Rights owned or acquired by or licensed to you after the date of these Terms, excluding CommEX IP.
User Materials means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of CommEX Services, or otherwise.
Website means the website located at https://www.CommEX.com/en.
As with any investment, the value of digital assets can fluctuate significantly, and there is a risk of financial loss when buying, selling, holding, or investing in digital assets. Therefore, consider if trading or holding digital assets is suitable for you based on your financial situation.
Read the Risk Warning carefully, but note that it does not cover every potential risk or how they relate to your personal circumstances. Ensure you fully understand the risks involved before deciding to use the Services.
Before using the Services, it's essential to fully understand the associated risks. Remember that we are not your broker, intermediary, agent, or advisor, and have no fiduciary relationship or obligation to you regarding any transactions or other activities you undertake on the Services. We do not provide investment or consulting advice of any kind, and any information we share should not be considered advice.
You are responsible for determining if any investment, strategy, or related transaction is appropriate for you based on your investment goals, financial situation, and risk tolerance. Additionally, you are responsible for any losses or liabilities that arise. We don't recommend that any digital asset be bought, earned, sold, or held by you. Before deciding to buy, sell, or hold any digital asset, conduct due diligence and consult a financial advisor. We are not responsible for decisions you make regarding digital assets, including any losses incurred from those decisions.
Services. This notice informs you about the risks associated with our Services. Each Service has unique risks. This notice provides a general description of risks when using our Services. This notice doesn't cover every risk or how they relate to your personal circumstances.
No Personal Advice. We do not provide personal advice regarding our products or services. We often provide factual information, transaction procedure details, and potential risk information. Ultimately, the decision to use our products or services is yours. Communication or information from CommEX is not intended as, and should not be considered as, any type of advice. You are solely responsible for determining the suitability of any investment, strategy, or related transaction based on your personal investment objectives, financial situation, and risk tolerance.
No Monitoring. CommEX is not your broker, intermediary, agent, or advisor and has no fiduciary relationship with you regarding transactions or decisions made when using our Services. We don't monitor whether your Service usage aligns with your financial goals and objectives. It's up to you to evaluate if your financial resources are adequate for your activity and if products and services align with your risk appetite.
No Tax, Regulatory, or Legal Advice. Digital asset taxation is uncertain, and it's your responsibility to determine taxes and their application when transacting through the Services. You acknowledge that CommEX does not provide legal or tax advice related to these transactions. If you're unsure about your tax obligations when using the Services or regarding digital assets held in your account, consider seeking independent advice.
Market Risks. Digital asset trading is subject to high market risk and price volatility. Value changes may happen quickly and without warning. Past performance is not indicative of future results, and the value of investments and returns may rise or fall. You could lose the amount you invested.
Liquidity Risk. Digital assets may have limited liquidity, making it difficult or impossible to sell or exit a position when desired. This may occur, even during rapid price fluctuations.
Fees and Charges. To understand all the costs and charges associated with using our Services, please refer to our fees and charges page. Keep in mind that these costs and charges may impact your return on investment.
Availability Risk. We can't guarantee the Services will always be available, and they may be subject to unexpected outages or network congestion. This could make it difficult for you to buy, sell, store, transfer, send, or receive digital assets when desired. Some countries have legal requirements that restrict the products and services CommEX can provide. As a result, certain products, services, or platform functionality may be unavailable or restricted in specific jurisdictions or to certain users. Similarly, CommEX campaigns, competitions, or promotions may not be open to users facing such restrictions. Users are responsible for being aware of and complying with any restrictions or requirements relevant to their access and use of the Platform and Services. CommEX reserves the right to change, modify, or impose additional restrictions without notification.
Third-Party Risk. Third parties, like payment providers, custodians, and banking partners, may be involved in providing Services. You could be subject to their terms and conditions, and CommEX may not be liable for any losses caused by these third parties.
Security Risk. It is impossible for CommEX to eliminate all security risks. You are responsible for keeping your account password safe, and you might be held accountable for all transactions under your account, whether authorized or not. Transactions involving digital assets may be irreversible, and losses due to fraudulent or unauthorized transactions may not be recoverable.
Digital Asset-Related Risks. There are inherent risks associated with digital assets and their underlying technologies, including but not limited to:
- Faults, defects, hacks, exploits, errors, protocol failures, or unforeseen circumstances related to a digital asset or its underlying technology
- Irreversible transactions, making it difficult to recover losses due to fraudulent or accidental transactions
- Technological developments causing a digital asset to become obsolete
- Delays causing transactions not to be settled on the scheduled delivery date
- Attacks on a digital asset's protocol or technology, including distributed denial of service, sybil attacks, phishing, social engineering, hacking, smurfing, malware, double spending, majority-mining or consensus-based mining attacks, misinformation campaigns, forks, and spoofing
Monitoring Risks. Digital asset markets operate 24/7, and rapid price changes can happen at any time, even outside of regular business hours.
Communication Risks. When communicating with us electronically, be aware that electronic communications can fail, be delayed, lack security, or not reach their intended destination.
Currency. Currency exchange fluctuations can impact your gains and losses.
Legal Risk. Changes in laws and regulations may significantly affect digital assets' value. This risk is unpredictable and may vary between markets.