PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THESE TERMS CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH BELOW ENTITLED “RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER.” AS WITH ANY ASSET, THE VALUE OF DIGITAL CURRENCIES CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU WILL LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL CURRENCIES. BY USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTING IN DIGITAL CURRENCIES (2) THAT YOU ASSUME ALL RISKS WITH RESPECT TO YOUR USE OF THE SERVICES AND TRADING IN DIGITAL CURRENCIES AND (3) SOMIDAX IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
BY ACCESSING, USING OR ATTEMPTING TO USE THE SERVICES IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
1. Agreement Conditions
Somidax reserves the right to modify or change the Terms at any time and at its sole discretion. Somidax will provide notice of these changes by updating the revised Terms on the webpage (https://tradewallet.somidax.net/terms) and changing the “[Last revised: ]” date on this page. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the website or released to users. As such, your continued use of Somidax’s services acts as acceptance of the amended agreement and rules. If you do not agree to any modification to these Terms, you must stop using the Services. Somidax encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
By registering to use a Somidax Tradewallet Account (as defined below), you represent and warrant that you (a) are at least 18 years old or of legal age to form a binding contract under applicable law, (b) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, (c) have not previously been suspended or removed from using our Services and (d) you do not currently have an existing Somidax Account, (e) you are not a U.S person. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.
3. Prohibition of Use
By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Somidax maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.
4. Description of Services
Somidax provides an online digital asset trading platform (crypto to crypto/fiat) for products commonly known as cryptographic tokens, digital tokens or cryptographic currency (collectively, “Digital Currency”). Somidax does not provide trading advisory capabilities on as part of the Services. Somidax functions as a digital blockchain tradewallet platform provider and not as a buyer or seller in trades made between traders. Somidax is also not a market maker. Users must register and open an account with Somidax tradewallet as further set forth below and deposit digital assets/fiat prior to commencement. users may request the withdrawal of their digital assets, subject to the limitations as stated in these Terms.
Somidax strives to maintain the accuracy of information posted on the Services however it cannot and does not guarantee the accuracy, suitability, reliability, completeness, performance or fitness for any purpose of the content made available through the Services, and will not be liable for any loss or damage that may arise directly or indirectly from your use of such content. Information on the Services can be subjected to change without notice and is provided for the primary purpose of facilitating users to arrive at independent decisions. Somidax does not provide investment or advisory advice and will have no liability for the use or interpretation of information as stated on the Services or other communication mediums. All users of the Services must understand that there are risks involved in trading in Digital Currencies. Somidax encourages all users to exercise prudence and trade responsibly within their own means.
5. Somidax Tradewallet Account Registration & Requirements
b. User Identity Verification
The identity verification information we request may include, but is not limited to, your: Name, Email Address, Contact Information, Telephone Number, Username, Government Issued ID, Date of Birth and other information collected at the time of account registration. In providing this required information, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, Somidax shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of Somidax Service if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.
BY SIGNING UP FOR ACCOUNT YOU HEREBY AUTHORIZE SOMIDAX TO MAKE INQUIRIES, WHETHER DIRECTLY OR THROUGH THIRD PARTIES, THAT SOMIDAX CONSIDERS NECESSARY TO VERIFY YOUR IDENTITY OR PROTECT YOU AND/OR SOMIDAX AGAINST FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE ACTION SOMIDAX REASONABLY DEEMS NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT REFERENCE AND FRAUD PREVENTION OR FINANCIAL CRIME AGENCIES AND THAT THESE AG ENCIES MAY RESPOND TO OUR INQUIRIES IN FULL.
c. Account Usage Requirements
Accounts can only be used by the person whose name they are registered under. Somidax reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under. You shall immediately notify Somidax if you suspect or become aware of unauthorized use of your user name and password. Somidax will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you).
d. Account Security
Somidax strives to maintain the safety of those user funds entrusted to us and has implemented industry standard protections for the Services. However, there are risks that are created by individual User actions. You agree to consider your access credentials such as user name and password as confidential information and not to disclose such information to any third party. You also agree that you alone are responsible for taking necessary safety precautions to protect your own account and personal information.
You shall be solely responsible for the safekeeping of your Somidax account and password on your own, and you shall be responsible for all activities under Account and Somidax will not be responsible for any loss or consequences of authorized or unauthorized use of your Account credentials including but not limited to information disclosure, information posting, consent to or submission of various rules and agreements by clicking on the website, online renewal of agreement, etc.
By creating an Account, you hereby agree that:
(i) you will notify Somidax immediately if you are aware of any unauthorized use of your Somidax account and password by any person or any other violations to the security rules;
(ii) you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the website/service; and
(iii) you will log out from the website by taking proper steps at the end of every visit.
e. Personal Data
Your Personal Data will be protected and kept confidential, but subject to the provisions of any applicable law, your Personal Data may, depending on the products or services concerned, be disclosed to the following third parties:
(ii) other divisions or entities within Somidax Holdings Ltd and our affiliates;
(iii) our joint venture/ alliance partners and business partners;
(iv) our agents, contractors, vendors, third party service providers and specialist advisers who have been contracted to provide us with administrative, financial, research, operational, IT or other services, such as telecommunications, information technology, payment, payroll, processing, training, market research, storage and archival;
(v) any third party business partners who offer goods and services or sponsor contests or other promotional programmes, whether in conjunction with us or not;
(vi) insurers or insurance investigators and credit providers;
(vii) the Credit Bureau, or in the event of default or disputes, any debt collection agencies or dispute resolution centres;
(viii) any business partner, investor, assignee or transferee (actual or prospective) to facilitate business asset transactions (which may extend to any merger, acquisition or asset sale) involving the Somidax group;
(ix) our professional advisors such as our auditors and lawyers;
(x) relevant government regulators or authority or law enforcement agency to comply with any laws or rules and regulations imposed by any governmental authority;
(xi) anyone to whom we transfer or may transfer our rights and obligations;
(xii) banks, credit card companies and their respective service providers; and
(xiii) any other party as may be consented to by you, as specified by that individual or in the applicable contract.
6. Guidelines for Usage of the Services
Subject to your continued compliance with the express terms and conditions of these Terms, Somidax provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services on your computer or other internet compatible device for your personal, internal use only. You are not permitted to use the Services for any resale or commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The content layout, formatting, and features of and access privileges for the Services shall be as specified by Somidax in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms.
These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that Somidax transfers no ownership or intellectual property interest or title in and to the Services or any Somidax intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services are exclusively owned, controlled, and/or licensed by Somidax or its members, parent(s), licensors, or affiliates.
Somidax will own any feedback, suggestions, ideas, or other information or materials regarding Somidax or the Services that you provide, whether by email, through the Services or otherwise (“Feedback”). You hereby assign to Somidax all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
When you use the Services you agree and covenant to observe the following:
All the activities that you carry out during the use of the Services will be in compliance with the requirements of applicable laws, regulations, as well as the various guidelines of Somidax:
Your use of the Services will not be in violation of public interests, public ethics or other’s legitimate interests including taking any action that would interfere with, disrupt, negatively affect, or inhibit other Users from using the Services:
You agree not to use the services for engaging in market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering regardless of whether prohibited by law);
The following commercial uses of Somidax data is prohibited unless written consent from Somidax is granted:
1) Exchange services that use quotes or order book information from Somidax.
2) Data feed or data stream services that make use of any market data from Somidax.
3) Any other websites/apps/services that charge for, or otherwise commercially monetize (including through advertising or referral fees), market data obtained from Somidax.
You may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Properties, or any portion of the Properties without Somidax’s prior written consent.
You may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Properties or in any way reproduce or circumvent the navigational structure or presentation of the Services to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services, (ii) attempt to gain unauthorized access to any portion or feature of the Properties or any other systems or networks connected to the Services or to any Somidax server or to any of the services offered on or through the Services, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Services or any network connected to the Properties, nor breach the security or authentication measures on the Services or any network connected to the Services, (iv) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Somidax’s systems or networks or any systems or networks connected to the Services, (v) use any device, software, or routine to interfere with the proper working of the Services or any transaction conducted on the Services, or with any other person's use of the Services, (vi) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Services, or (vii) use the Services in an unlawful manner.
By accessing the Service, you agree that Somidax shall have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions to apply relevant rules without receiving your consent or giving prior notice to you. Examples of such actions include, but are not limited to:
block and close order requests
freezing your account
reporting the incident to authorities
publishing the alleged violations and actions that have been taken
deleting any information, you published that is in violation
7. Orders and Service Fees
Upon placing an instruction to affect a trade using the Services (an “Order”), your Account will be updated to reflect the open Order and your Order will be included in Somidax’s order book for matching with Orders from other Users. If all or a portion of your Order is matched with another User, the Services will execute an exchange (a “Trade”). Upon execution of a Trade, your Account will be updated to reflect that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled in accordance with subsection (b) below. For purposes of effectuating a Trade, you authorize Somidax to take temporary control of the Digital Currency that you are disposing of in the Trade.
You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for Somidax to complete such Order. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Somidax reserves the right to refuse any cancellation request associated with an Order after you have submitted such Order. If you have an insufficient amount of Digital Currency in your Account to fulfill an Order, Somidax may cancel the entire Order or may fulfill a partial Order that can be covered by the Digital Currency in your Account (in each case after deducting any fees payable to Somidax in connection with the Trade as described in subsection (c) below).
You agree to pay Somidax the fees set forth at https://tradewallet.somidax.net which may be updated from time to time in Somidax’s sole discretion. Any such updated fees will apply prospectively to any trades or other transactions that take place following the effective date of such updated fees. You authorize Somidax to remove any amounts from your Account for any applicable fees owed by you under these Terms.
d. Fiat Payments
In order to provide adequate operational support for you in respect of refunds and cancelations (where applicable).
8. Margin Trading and Futures
Margin trading and Futures are highly risky. As a margin or futures trader, you acknowledge and agree that you shall access and use the margin or futures trading and borrowing service at your own risks:
Trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. The use of leverage can work against you as well as for you and can lead to large losses as well as gains.
You are not eligible for receiving forked coins split from any blockchain asset in your margin or futures account, even if you have not engaged in any margin, futures trading or borrowing at all.
The loan carries risks and the value of your blockchain assets may drop. If the value of your assets drops below a certain level, you are responsible for responding to this market circumstance.
Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, there is insufficient liquidity in the market or due to technical issues on Somidax.
Placing contingent orders will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.
There is no guaranteed measure against losses on margin or futures trading. As a borrower, you may sustain a total loss beyond what you have deposited to your margin or futures account.
b. To enter into margin or futures trading:
You represent and warrant that you are not either from the US, nor on any trade or economic sanctions lists, such as designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department).
You should fully understand the risks associated with the margin or futures trading and lending and solely responsible and liable for any and all trading and non-trading activity on your Somidax account. Do not enter into a transaction or invest in funds that are above your financial abilities;
You are solely responsible and liable for knowing the true status of any position, even if presented incorrectly by Somidax at any time;
You agree to maintain in your Somidax margin or futures account a sufficient amount of blockchain assets required by Somidax for users to engage in margin or futures trading and return your loan in full timely. Failure to maintain a sufficient amount of assets or fail to return outstanding loan duly can result in the forced-liquidation of assets in your margin or futures account;
Somidax cannot guarantee to stop losses even with the ability to force-liquidate any of your positions. If, after your positions are liquidated, your assets are insufficient to cover the outstanding loan, you are still responsible for any additional assets shortfall;
Somidax may, in its sole discretion, perform measures to mitigate potential losses to you on your behalf, including, but not limited to, transferring balances from your margin or futures to your exchange account and/or from your exchange to your margin or futures account;
During Somidax system maintenance, you agree that you are solely responsible and liable for managing your margin or futures account under risk, including but not limited to, keep or close your position and repay your loan.
You agree that you conduct all trading, margin trading, futures trading and/or borrowing on your own account and claim full responsibility for your activities. Somidax does not take any responsibility for any loss or damage incurred as a result of your use of any services or your failure to understand the risks involved associated with assets use generally or your use of our services.
You are aware that on liquidation, all open orders are immediately cancelled. you may lose all your positions and all the funds in your futures account. A fee of up to 0.5% of the NOMINAL position value will be charged. If Somidax cannot close all the positions on liquidation, the insurance fund and / or counterparty-liquidation will take effect. Somidax takes every possible step to avoid counterparty liquidation to minimize the potential impact of any counterparty liquidation when it does occur. Unfortunately, due to the volatility in the Crypto markets, and the high leverage offered to clients, it is not possible to fully avoid this possibility. In order to provide the best possible client experience, Somidax are striving to keep counterparty liquidations to an absolute minimum.
9. Somidax Lending
a. Somidax.net launched Somidax Lending service for Somidax.net users to gain proceeds through idle cryptocurrency assets.
b. Somidax Lending assets will be utilized for funding services such as, but not limited to, levered margin activity on Somidax.net.
c. When you use Somidax Lending service, you will unconditionally authorize Somidax.net to distribute the leveraged interest according to the rules of the platform.
d. You shall abide by the relevant laws of the State to ensure that the sources of assets are legitimate and compliant when using Somidax Lending service.
e. When you use Somidax Lending service, you should fully recognize the risks of investment in cryptocurrency and operate cautiously.
f. You agree that all investment operations conducted on Somidax.net represent your true investment intentions and that unconditionally accept the potential risks and benefits of your investment decisions.
g. Somidax.net reserves the right to suspend or terminate Somidax Lending service. If necessary, Somidax.net can suspend and terminate Somidax Lending service at any time.
h. Due to network delay, computer system failures and other force majeure, which may lead to delay, suspension or deviation of Somidax Lending service execution, Somidax.net will use commercially reasonable effort to ensure but not promise that Somidax Lending service execution system run stably and effectively. Somidax.net does not take any responsibility if the final execution doesn’t match your expectations due to the above factors.
a. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, THE SOMIDAX MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF SOMIDAX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SOMIDAX EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, SOMIDAX DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR SOMIDAX MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOMIDAX DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT SOMIDAX WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA AND (D) ANY DAMAGES INCURRED BY ANOTHER USER’S ACTIONS, OMISSIONS OR VIOLATION OF THIS AGREEMENT.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
b. Disclaimer of Damages and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOMIDAX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF SOMIDAX AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF SOMIDAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SOMIDAX’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF SOMIDAX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF SOMIDAX OR ITS AFFILIATES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO SOMIDAX UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
You agree to indemnify and hold harmless Somidax, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Service. If you are obligated to indemnify Somidax, its affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to this clause, Somidax will have the right, in its sole discretion, to control any action or proceeding and to determine whether Somidax wishes to settle, and if so, on what terms.
Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on https://support.somidax.net/hc/en-us/categories/115000056351-Announcements where we urge all users to refer to regularly. Somidax will not be held liable or responsible in any manner of compensation should users incur personal losses arising from ignorance or negligence of the announcements.
12. Termination of Agreement
The account is subject to a governmental proceeding, criminal investigation or other pending litigation;
We detect unusual activity in the account;
We detect unauthorized access to the account;
We are required to do so by a court order or command by a regulatory/government authority
In case of any of the following events, Somidax shall have the right to directly terminate this agreement by cancelling your Account, and shall have the right to permanently freeze (cancel) the authorizations of your account on Somidax and withdraw the corresponding Somidax Account thereof:
after Somidax terminates services to you;
you allegedly register or register in any other person’s name as Somidax user again, directly or indirectly;
the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify Somidax of your unwillingness to accept the amended Terms;
you request that the Services be terminated; and
any other circumstances where Somidax deems it should terminate the services.
Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the Account termination process, Somidax shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
If Somidax receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, Somidax may, but has no obligation to, place an administrative hold on the affected funds and your Account. If Somidax does place an administrative hold on some or all of your funds or Account, Somidax may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Somidax has been provided to Somidax in a form acceptable to Somidax. Somidax will not involve itself in any such dispute or the resolution of the dispute. You agree that Somidax will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.
a. Remaining funds after Account termination
Except as set forth in subsection (b) below, once the Account is closed/withdrawn, all remaining balance (which includes charges and liabilities owed to Somidax) on the account will be payable immediately to Somidax. Upon payment of all outstanding charges to Somidax (if any), the User will have 5 business days to withdraw all funds from the Account.
b. Remaining funds after Account termination due to fraud, violation of law, or violation of these terms)
Somidax maintains full custody of the funds and User data/information which may be turned over to governmental authorities in the event of Account suspension/closure arising from fraud investigations, violation of law investigations or violation of these Terms.
13. No Financial Advice
Somidax is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Services. No communication or information provided to you by Somidax is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Somidax does not recommend that any Digital Currency should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Currency, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Somidax will not be held responsible for the decisions you make to buy, sell, or hold Digital Currency based on the information provided by Somidax.
14. Compliance with Local Laws
It is the responsibility of the User to abide by local laws in relation to the legal usage of Somidax in their local jurisdiction. Users must also factor, to the extent of their local law all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. All Users of Somidax and any of its services acknowledge and declare that the source of their funds come from a legitimate manner and are not derived from illegal activities. Somidax maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the account and funds of Users which are flagged out or investigated by legal mandate.
16. RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S.
a. Notification of Dispute.Please contact Somidax first! Somidax wants to address your concerns without resorting to formal legal proceedings. Before filing a claim, you agree to try to resolve the dispute informally by contacting Somidax first through https://support.somidax.net/hc/en-us/requests/new.
b. Agreement to Arbitrate.You and Somidax agree to resolve any claims relating to this Agreement (including any question regarding its existence, validity, termination, or any services or products provided and any representations made by us) through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You agree to first give us an opportunity to resolve any claims by contacting us as set forth in subsection (a) above. If we are not able to resolve your claims within 60 days of receiving the notice, you may seek relief through arbitration or in the Small Claims Tribunals in Nigeria (“SCT”), as set forth below.
c. Arbitration Procedure. Either you or Somidax may submit a dispute (after having made good faith efforts to resolve such dispute in accordance with subsections (a) and (b) above) for final, binding resolution by arbitration under the arbitration rules of the Lagos International Arbitration Centre (“LIAC”), which are deemed to be incorporated by reference. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the President of LIAC. The language of the arbitration hearings shall be English and the seat, or legal place, of arbitration shall be Nigeria. Judgment on any arbitral award may be entered in any court having jurisdiction over the party (or the assets of the party) due and owing such award.
d. Exceptions. Either party may instead choose to assert the claims in the SCT if the claims fall within the jurisdiction of the SCT, and either party may seek injunctive relief or other urgent equitable relief in a court of competent jurisdiction. However, for the avoidance of doubt, where the claims fall outside of the jurisdiction of the SCT, the claims will be referred to and finally resolved by LIAC arbitration.
e. Notice.To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claims to email@example.com. If we request arbitration against you, we will give you notice at the email address or street address you have provided.
a. Independent Parties. Somidax is an independent contractor and not an agent of you in the performance of these Terms. These Terms not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties.
b. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of the Services and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.
c. Force Majeure. Somidax will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Somidax’s reasonable control.
d. Severability. If any portion of these Terms are held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
e. Assignment. You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. Somidax may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
f. Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
h. Contact Information. For more information on Somidax, you can refer to the company and license information found on the website. If you have questions regarding this agreement, please feel free to contact Somidax for clarification via our Customer Support team at firstname.lastname@example.org
[Last revised: 15 August 2019]