Last revised: 25 August 2022
Please read the terms carefully as they govern your use of Fastex Services. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION. The terms of the arbitration provision are set forth in Article 10, “Resolving Disputes: Forum, Arbitration, Class Action Waiver”, hereunder. As with any asset, the values of Digital Currencies (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding or investing in Digital Currencies and their derivatives. BY MAKING USE OF FASTEX SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF FASTEX SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; AND (3) FASTEX SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
By accessing, using or attempting to use Fastex 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 Fastex or utilize Fastex services.
- Fastex Operators refer to all parties that run Fastex, including but not limited to legal persons (including Fasttoken (BVI) Inc), unincorporated organizations and teams that provide Fastex Services and are responsible for such services. For convenience, unless otherwise stated, references to “Fastex” and “we” in these Terms specifically mean Fastex Operators. UNDER THESE TERMS, FASTEX OPERATORS MAY CHANGE AS FASTEX’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF FASTEX OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW FASTEX SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE FASTEX SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED FASTEX OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
- Fastex Services refer to various services provided to you by Fastex that are based on Internet and/or blockchain technologies and offered via Fastex websites, mobile applications, clients and other forms (including new ones enabled by future technological development). Fastex Services include but are not limited to such Fastex ecosystem components as Digital Asset Trading Platforms and novel services to be provided by Fastex.
- Fastex Platform Rules refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by Fastex, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Help Center or within products or service processes.
- Users refer to all individuals, institutions or organizations that access, download or use Fastex or Fastex Services and who meet the criteria and conditions stipulated by Fastex. If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed.
- Digital Currencies refer to encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form.
- Digital Assets refer to Digital Currencies, their derivatives or other types of digitalized assets with a certain value.
- Fastex Accounts refer to the foundational virtual accounts, including main accounts and subaccounts, which are opened by Fastex for Users to record on Fastex their usage of Fastex Services, transactions, asset changes and basic information. Fastex Accounts serve as the basis for Users to enjoy and exercise their rights on Fastex.
- Crypto-to-crypto Trading refers to spot transactions in which one digital currency is exchanged for another digital currency.
- Fiat Trading refers to spot transactions in which Digital Currencies are exchanged for fiat currencies or vice versa.
- KYC refers to the “know-your-customer” process that Fastex has put in place before entering into a business relationship or conducting transactions with its Users. As part of this process, Fastex may do anything that it deems necessary in order to identify Users, verify their identity, scrutinize and investigate User transactions, or comply with any applicable law or regulation.
II. General Provisions
- About These Terms
a. Contractual Relationship
These Terms constitute a legal agreement and create a binding contract between you and Fastex Operators.
b. Supplementary Terms
c. Changes to These Terms
Fastex reserves the right to change or modify these Terms in its discretion at any time. Fastex will notify such changes by updating the terms on its website and modifying the date displayed on this page. ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF FASTEX SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING FASTEX SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF FASTEX SERVICES.
d. Prohibition of Use
BY ACCESSING AND USING FASTEX SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. FASTEX RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF FASTEX SERVICES IN CERTAIN COUNTRIES OR REGIONS.
- About Fastex
As an important part of the Fastex Ecosystem, Fastex mainly serves as a global online platform for Digital Assets trading, and provides Users with a trading platform, financing services, technical services and other Digital Assets-related services. As further detailed in Article 3 below, Users must register and open an account with Fastex, and deposit Digital Assets into their account prior to trading. Users may, subject to the restrictions set forth in these Terms, apply for the withdrawal of Digital Assets.
Although Fastex has been committed to maintaining the accuracy of the information provided through Fastex Services, Fastex cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall Fastex be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about Fastex Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. Fastex does not provide investment or consulting advice of any kind, and is not responsible for the use or interpretation of information on Fastex or any other communication medium. All Users of Fastex Services must understand the risks involved in Digital Assets trading, and are recommended to exercise prudence and trade responsibly within their own capabilities.
- Fastex Account Registration and Requirements
By registering to use a Fastex Account, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you have not been previously suspended or removed from using Fastex Services; (iv) you do not currently have a Fastex Account; (v) you are neither a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user; nor are you acting on behalf of a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user. If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; (vi) your use of Fastex Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
Please note that some products and services may not be available in certain jurisdictions or regions or to certain users. Fastex reserves the right to change, modify or impose additional restrictions at its discretion at any time.
c. User Identity Verification
d. Account Usage Requirements
The Fastex Account can only be used by the account registrant. Fastex reserves the right to suspend, freeze or cancel the use of Fastex Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify Fastex immediately. Fastex assumes no liability for any loss or damage arising from the use of Fastex Account by you or any third party with or without your authorization.
e. Account Security
Fastex has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for Fastex Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Fastex Account and personal information.
You should be solely responsible for keeping safe of your Fastex Account and password, and be responsible for all the transactions under your Fastex Account. Fastex assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating a Fastex Account, you hereby agree that:
i. you will notify Fastex immediately if you are aware of any unauthorized use of your Fastex Account and password or any other violation of security rules;
ii. you will strictly abide by all mechanisms or procedures of Fastex regarding security, authentication, trading, charging, and withdrawal; and
iii. you will take appropriate steps to logout from Fastex at the end of each visit.
III. Fastex Services
Upon completion of the registration and identity verification for your Fastex Account, you may use various Fastex Services, including but not limited to, Multi-Signature Wallet, Pro Platform, Core Platform etc., in accordance with the provisions of these Terms (including Fastex Platform Rules and other individual agreements). Fastex has the right to:
- Provide, modify or terminate, in its discretion, any Fastex Services based on its development plan; and
- Allow or prohibit some Users’ use of any Fastex Services in accordance with relevant Fastex Platform Rules.
- Service Usage Guidelines
Provided that you constantly comply with the express terms and conditions stated in these Terms, Fastex grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Fastex Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use Fastex Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding Fastex Services should be stipulated in the discretion of Fastex. Fastex reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Fastex Services in any way not expressly authorized by these Terms.
These Terms only grant a limited license to access and use Fastex Services. Therefore, you hereby agree that when you use Fastex Services, Fastex does not transfer Fastex Services or the ownership or intellectual property rights of any Fastex intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Fastex Services, are exclusively owned, controlled and/or licensed by Fastex Operators or its members, parent companies, licensors or affiliates.
Fastex owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Fastex or Fastex Services that you provide through email, Fastex Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Fastex. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
When you use Fastex Services, you agree and undertake to comply with the following provisions:
i. During the use of Fastex Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of Fastex;
ii. Your use of Fastex Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using Fastex Services;
iii. You agree not to use the services for 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);
iv. Without written consent from Fastex, the following commercial uses of Fastex data are prohibited:
1) Trading services that make use of Fastex quotes or market bulletin board information.
2) Data feeding or streaming services that make use of any market data of Fastex.
3) Any other websites/apps/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from Fastex.
v. Without prior written consent from Fastex, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
vi. You may not (i) 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 properties, or replicate or bypass the navigational structure or presentation of Fastex Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Fastex Services; (ii) attempt to access any part or function of the properties without authorization, or connect to Fastex Services or any Fastex servers or any other systems or networks of any Fastex Services provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of Fastex Services or any network connected to the properties, or violate any security or authentication measures on Fastex Services or any network connected to Fastex Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of Fastex Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Fastex Services or Fastex, or the infrastructure of any systems or networks connected to Fastex services; (vi) use any devices, software or routine programs to interfere with the normal operation of Fastex Services or any transactions on Fastex Services, or any other person’s use of Fastex Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Fastex, or (viii) use Fastex Services in an illegal way.
By accessing Fastex Services, you agree that Fastex has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
- Blocking and closing order requests;
- Freezing your account;
- Reporting the incident to the authorities;
- Publishing the alleged violations and actions that have been taken;
- Deleting any information you published that are found to be violations.
- Fastex Services.The following services (the “Fastex Services”) are provided to you by FASTTOKEN (BVI) Inc, a private limited company incorporated in the British Virgin Islands with company number 2083220 and whose registered office is Rodus Building, P.O. Box 3093, Road Town, Tortola, VG1110, British Virgin Islands:
- An intuitive interface with real-time order books, charting tools, trade history, and a simple order process (the “Pro Platform”);
- A product that, in addition to the Multi-Signature Wallet, allows you to buy and sell digital assets (the “Core Platform”).
- A product enabling you to transfer digital assets into and digital assets out of your personal Multi-Signature (the “Multi-Signature Wallet”);
For Orders initiated through Fastex Services, you may only cancel them before they have been matched with other Users’ Orders. Once your Order has been matched with another user’s Order, you may not change, revoke or cancel Fastex’s authorization to complete the Order. For any partially matched Order, you may cancel the unmatched part of the Order unless such portion has been matched. Fastex reserves the right to reject any cancellation request related to the Order you have submitted. If your account does not have sufficient amount of Digital Currencies to execute an Order, Fastex may cancel the entire Order, or execute part of the Order with the amount of Digital Currencies you have in your account (in each case, any Transaction related fees payable to Fastex are deducted as stated in paragraph (c) below).
You agree to pay Fastex the fees specified in www.fastex.com/en/fee. Fastex may, in its discretion, update the fees at any time. Any updated fees will apply to any sales or other Transactions that occur following the effective date of the updated fees. You authorize Fastex to deduct from your account any applicable fees that you owe under these Terms.
- Payment Service Providers.
We may, at our discretion, use a third-party payment services provider to process deposit and withdrawal requests in fiat currencies. Upon making a deposit or withdrawal request for fiat currency, you may be directed away from Fastex or Fastex Services to a third-party website. In such case, you are solely responsible for any actions taken on such website and we shall not be liable for any loss resulting in whole or in part from such website or provider.
- Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FASTEX SERVICES, FASTEX MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF FASTEX ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND FASTEX EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, 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, FASTEX DOES NOT REPRESENT OR WARRANT THAT THE SITE, FASTEX SERVICES OR FASTEX MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FASTEX DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF FASTEX SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT FASTEX WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY FASTEX AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY FASTEX; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY FASTEX.
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.
- Disclaimer of Damages and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FASTEX, 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 BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF FASTEX SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF FASTEX SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF FASTEX AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF FASTEX 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 FASTEX’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 FASTEX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF FASTEX AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF FASTEX SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO FASTEX UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
You agree to indemnify and hold harmless Fastex Operators, their 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, Fastex 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 Fastex Services. If you are obligated to indemnify Fastex Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, Fastex will have the right, in its sole discretion, to control any action or proceeding and to determine whether Fastex 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 www.fastex.com/en/support/announcement . USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. FASTEX 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.
VI.Termination of Agreement
- Suspension of Fastex Accounts
- The Fastex Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
- We detect unusual activities in the Fastex Account;
- We detect unauthorized access to the Fastex Account;
- We are required to do so by a court order or command by a regulatory/government authority.
- Cancellation of Fastex Accounts
In case of any of the following events, Fastex shall have the right to directly terminate these Terms by cancelling your Fastex Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your Fastex Account on Fastex and withdraw the corresponding Fastex Account thereof:
- after Fastex terminates services to you;
- you allegedly register or register in any other person’s name as a Fastex User again, directly or indirectly;
- the information that you have provided is untruthful, inaccurate, outdated or incomplete;
- when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your Fastex Account or by other means;
- you request that Fastex Services be terminated; and
- any other circumstances where Fastex deems it should terminate Fastex Services.
Should your Fastex Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the account termination process, Fastex 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 Fastex is informed that any Digital Assets or funds held in your Fastex Account are stolen or otherwise are not lawfully possessed by you, Fastex may, but has no obligation to, place an administrative hold on the affected funds and your Fastex Account. If Fastex does lay down an administrative hold on some or all of your funds or Fastex Account, Fastex may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Fastex has been provided to Fastex in a form acceptable to Fastex. Fastex will not involve itself in any such dispute or the resolution of the dispute. You agree that Fastex will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.
- Remaining Funds After Fastex Account Termination
Except as set forth in paragraph 4 below, once a Fastex Account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to Fastex) will be payable immediately to Fastex. Upon payment of all outstanding charges to Fastex (if any), Users will have 5 business days to withdraw all Digital Assets or funds from the account.
- Remaining Funds After Fastex Account Termination Due to Fraud, Violation of Law, or Violation of These Terms
Fastex maintains full custody of the Digital Assets, funds and User data/information which may be turned over to governmental authorities in the event of Fastex Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.
- Dormant Accounts
Notwithstanding any provision of this Section VI, Fastex may provide a written notice requiring you to close all of your open positions and withdraw all of your Digital Assets from your Fastex Account within 30 days of the notice. In the event that you fail to do so, Fastex may in its absolute discretion and without prior notice to you:
(a) deem your Fastex account as a dormant account;
(b) close any open positions in any Fastex products;
(c) convert the Digital Assets to a different type of Digital Asset (e.g., from BTC to BUSD). For the avoidance of doubt, none of the Fastex Operators shall be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion;
(d) transfer such dormant account (including any Digital Assets contained therein) to an affiliate of the Fastex Operators, any third-party custodian or an isolated wallet where it is deemed reasonably necessary by Fastex to do so. In the event that such transfer has taken place, you have the right to retrieve your digital assets from subject to satisfying Fastex’s verification requirements, including completing KYC;
(e) charge a dormant account fee to cover the cost of maintaining the assets by the Fastex Operators, its affiliates or any third-party and such fee shall be withdrawn directly from the dormant account on a monthly basis; and
(f) close a dormant account at any time, and Fastex will not be liable for any loss, damage or expense incurred by you as a result of the closure of a dormant account unless there was fraud or willful default by Fastex. Any assets in these dormant accounts will be transferred in accordance to paragraph 5(d) above. After a dormant account is closed, it cannot be reactivated by you (i.e. you will need to register a new Fastex account if you wish to continue to use Fastex Services).
VII. No Financial Advice
Fastex 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 Fastex Services. No communication or information provided to you by Fastex is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, 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 according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. Fastex does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. Fastex will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by Fastex.
VIII. Compliance with Local Laws
It is Users’ responsibility to abide by local laws in relation to the legal usage of Fastex Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. ALL USERS OF FASTEX SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT FASTEX WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS. Fastex maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.
X. 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.
- Notice of Claim and Dispute Resolution Period. Please contact Fastex first! Fastex wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with Fastex, then you should contact Fastex and a ticket number will be assigned. Fastex will attempt to resolve your 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 legal claim against Fastex, 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 Fastex. 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 Fastex account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with Fastex. After you have provided the Notice of Claim to Fastex, the dispute referenced in the Notice of Claim may be submitted by either Fastex or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to Fastex for resolution internally and the delivery of a Notice of Claim to Fastex 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 Fastex shall not be disclosed to the arbitrator.
- Agreement to Arbitrate and Governing Law. You and Fastex Operators agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and Fastex (and/or Fastex Operators) arising in connection with or relating in any way to these Terms or to your relationship with Fastex (and/or Fastex Operators) as a user of Fastex Services (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) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and Fastex Operators 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 or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favour of anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive termination of these Terms.
Arbitration Rules. The arbitration shall be subject to the HKIAC Administered Arbitration Rules (HKIAC. Rules) in force when the Notice of Arbitration is submitted, as modified by this Section X. The arbitration will be administered by the Hong Kong International Arbitration Centre (HKIAC). Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the HKIAC Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED. Time for Filing: ANY ARBITRATION AGAINST FASTEX OPERATORS MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN PARAGRAPH 1 OF THIS SECTION, ABOVE. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Process; Notice: The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1, above, must submit a request to the HKIAC in accordance with the HKIAC Rules. If we request arbitration against you, we 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 adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Fastex is up-to-date and accurate. Seat of Arbitration: The seat of the arbitration shall be Hong Kong. Place of Hearing: The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties. Governing Law: These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong. Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.
- Class Action Waiver. You and Fastex agree that any claims relating to these Terms or to your relationship with Fastex as a user of Fastex Services (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) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Fastex 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 is not permitted without the consent of all parties, including Fastex.
- Severability. If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law. pending closure of your account.
1. Independent Parties. Fastex is an independent contractor but 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.
2. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of Fastex Services and will supersede all prior written or oral agreements between the parties. 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 herein.
3. Interpretation and Revision. Fastex reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on Fastex websites. It is your responsibility to regularly check relevant pages on our websites/applications to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of Fastex Services and cancel your account. You agree that, unless otherwise expressly provided in these Terms, Fastex will not be responsible for any modification or termination of Fastex Services by you or any third party, or suspension or termination of your access to Fastex Services.
4. Force Majeure. Fastex will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Fastex’s reasonable control.
5. Severability. If any portion of these Terms is 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.
6. Assignment. You may not assign or transfer any right to use Fastex Services or any of your rights or obligations under these Terms without prior written consent from Fastex, including any right or obligation related to the enforcement of laws or the change of control. Fastex 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.
7. Waiver. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
9. Contact Information. For more information on Fastex, you may refer to the company and license information found on Fastex websites. If you have questions regarding these Terms, please feel free to contact Fastex for clarification via our Customer Support team at www.fastex.com/contact-us
Fasttoken Terms and Conditions (Presale).
This Terms & Conditions is entered into between you (hereinafter referred to as “Purchaser” or “You”) and FASTTOKEN (BVI) Inc. (hereinafter referred to as “Company”) which constitute a binding legal agreement between the Company and the Purchaser. This Terms & Conditions contain the terms that govern the Purchaser's purchase of the Fasttokens (FTN) (hereinafter referred to as “Tokens”).
By purchasing xFTN and/or Tokens, as defined herein, You agree to be bound by this Terms & Conditions.
The xFTN and Tokens are not intended to constitute securities, debentures, units in a collective investment scheme or business trust. Accordingly, this Terms & Conditions does not, and is not intended to, constitute a prospectus, profile statement, or offering document of any kind, and should not be construed as an offer of securities or any form of debentures, unites in a business trust, units in a collective scheme or any other form of investment, or a solicitation for any form of investment in a jurisdiction (including, the British Virgin Islands).
- Definitions and Interpretation
1.1. “Business Day” means a day which is not a Saturday, a Sunday nor a public holiday, and means a day when banks are open for business in the country of incorporation of Company and the Purchaser.
1.2. “Confidential Information” includes, without limitation, personal data, technical data, trade secrets, any plans with regard to the products or services of the either Party, customer or supplier lists including without limitation databases, marketing plans, software, source codes for various software, processes, technology, inventions, and designs, either Party’s financial information including, without limitation, its books and records, either Party’s marketing information, either Party’s or a third party’s confidential product information, whether or not any such information is marked as confidential, and, in addition, any other information identified as confidential by appropriate markings on any documents exchanged or, if disclosed orally, on a subsequent written notice provided within five (5) Business Days of disclosure.
1.3. “Intellectual Property Rights” means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, URLs, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence, or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, all other intellectual property rights, in each case whether patentable, copyrightable or protectable in trade, registered or unregistered and including all applications and rights to apply for and be granted renewals or extension of, rights to claim priority from such rights and all rights and/or forms of protection which subsist or will subsist now or in the future, throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
1.4. “Party(s)” means the Company and/or the Purchaser.
1.5. In this Terms & Conditions, unless the contrary intention appears:
(i) Any references, expressed or implied to statutes or statutory provisions, shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application has been modified by other provisions (whether before or after the date hereof) and shall include any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision.
(ii) References to persons shall be deemed to include natural persons, companies and other entities, whether incorporated, unincorporated associations, partnerships, firms and government bodies, governments, states and any other organizations (whether or not in each case having separate legal personality).
(iii) A reference to any gender shall be deemed to include a reference to either gender. The singular shall be deemed to include the plural and vice versa.
1.6. “Vesting Period” means the Token lockup period, a period in which Tokens purchased by the Purchaser are prevented from being sold for a specific period mentioned in this Terms & Conditions.
1.7. “xFTN” means the tokens that will be sold during the pre-sale, which after the Vesting Period will be converted into Tokens.
2.1. TOKEN. The Company will transfer the ERC-20 Tokens of ownership of the Purchaser free of the rights of third parties subject to the terms of this Terms & Conditions. The Tokens are subject to at least 9 months of Vesting Period.
2.2. DELIVERY OF TOKENS. The Company will deliver the xFTN to the Purchaser as soon as purchase is made on Fastex exchange via the websites of Fastex.com and/or fastex.ae and/or mobile apps. xFTN will be converted into Tokens after the Vesting Period. Notwithstanding the above, the Company reserves the right to refuse or cancel any request(s) to purchase any Token, or any part thereof, at any time in the Company's sole and absolute discretion and without reason, including, without limitation:
(i) in connection with any failure to complete know-your-customer, anti-money laundering and counter terrorist financing checks prescribed by the Company;
(ii) in connection with a change of business or development plan of the Company; and
(iii) in connection with an adverse change of the regulatory environment.
The Company shall not be required to notify the Purchaser of the outcome of any of the Company's customer identification, due diligence and/or anti-money laundering due diligence checks, or in any case provide reasons for unsatisfactory results of checks. In the event that the Company refuses or cancels any request(s) to purchase Tokens, the Purchase Price paid by the Purchaser shall be rejected or refunded (as applicable) in accordance with the Company's internal policies and procedures, which shall be less: (i) amounts required to be confiscated by applicable laws, (ii) fees and expenses incurred in connection with the marketing and/or development of the Tokens, (iii) blockchain network fees and the Company's administrative fees for processing such transfer (not exceeding 5% of the refund amount).
The Company reserves the right to require the Purchaser to provide the Company with the Purchaser's personal details (including without limitation full legal name, wallet address and details of the digital wallet from which the Purchaser has sent the payment or to which the Tokens will be delivered), and it is the Purchaser's responsibility to provide correct details. Failure to provide this information will prevent the Company from allocating the token to the Purchaser's digital wallet.
At any time during the sale of the Tokens, the Purchaser may either temporarily suspend or permanently abort the token sale (whether relating to any seed, private, strategic, private or public sale phase, or all of them) at its sole discretion without providing any reasons whatsoever. During any period of suspension or in the event that the token sale is aborted in respect of any sale phase, the Tokens will not be available for purchase.
3. ASSUMPTION OF RISKS
The Purchaser acknowledges and agrees that there are risks associated with the purchasing of the Tokens, holding Tokens and using Tokens for providing or receiving services. By purchasing the Tokens, the Purchaser expressly acknowledges, accepts and assumes these risks and the risks disclosed and explained in the Whitepaper.
4. LIMITATION OF LIABILITY
4.1. ENTIRE LIABILITY. The Parties’ entire liability resulting from the other Party’s failure to perform any of its obligations under this Terms & Conditions shall be the Parties’ actual, direct damages as might be provable in a court of law. In particular, the Purchaser is responsible for implementing all reasonable and appropriate measures for securing the wallet, vault or other storage mechanism used by the Purchaser to receive and hold the Tokens, including any requisite key(s) or other credentials necessary to access such storage mechanism(s). If such key(s) or other access credentials are lost, the Purchaser may lose access to its Tokens. The Company is not responsible for any security measures relating to the Purchaser's receipt, possession, storage, transfer or potential future use of the Tokens, nor is the Company under any obligation to recover any Token and the Company hereby excludes (to the fullest extent permitted under applicable laws) any and all liability for any security breaches or other acts or omissions which result in the Purchaser's loss of (including any loss of access to) the Tokens.
4.2. LIMITATION OF LIABILITY. Neither Party shall be liable to the other Party for any incidental, indirect or consequential damages such as, but not limited to, compensation or damages for loss of present or prospective profits or revenues, loss of actual or anticipated fees on sales or anticipated sales, or expenditures, investments or commitments made in connection with this Terms & Conditions or in connection with the performance of obligations hereunder.
5. DATA PROTECTION
5.1 The Company may determine, in its sole and absolute discretion, that it is necessary to obtain certain information, including but not limited to, personal information on the Purchaser and/or individual connect with the Purchaser (as applicable), in order to comply with applicable laws or regulations in connection with the sale of the Tokens. The Purchaser agrees to provide the Company with all information, including personal information (which constitutes personal data ("Purchaser Data") within the meaning of the Data Protection Act, 2021 (the "DPA")), forthwith upon request and acknowledges and accepts that the Purchaser may refuse to sell or transfer Tokens to the Purchaser until such requests are satisfied. Purchaser Data includes, without limitation, the following information relating to the Purchaser and/or any individuals connected to the Purchaser: (a) name; (b) residential address; (c) email address; (d) contact details; (d) corporate contact information; (f) signature; (g) nationality; (h) place of birth; (i) date of birth; (j) tax identification; (k) credit history; (l) correspondence records; (m) passport number; (n) bank account details and (o) source of funds details.
5.2 In the Company's use of Purchaser Data, the Company will be characterized as a "data controller" for the purposes of the DPA and the Company's affiliates and delegates may act as "data processors" for the purposes of the DPA.
53 The Company may provide Purchaser Data to its affiliates and to firms (which may include certain entities located outside of the British Virgin Islands or the European Economic Area), as necessary. In certain circumstances, the Company and/or our authorized affiliates or delegates may be legally obliged to share Purchaser Data with the relevant regulatory authorities such as the British Virgin Islands Financial Services Commission and/or the International Tax Authorities. Such authorities, in turn, may exchange this information with foreign authorities, including tax authorities. 5.4 The Company will collect, use, process and disclose the Purchaser Data for discharging of its legal duties and responsibilities, administration, customer services, crime (including tax evasion) prevention and detection, anti-money laundering, due diligence and verification of identity purposes (collectively, the Purpose). The Company may disclose the Purchaser's Data to its service providers, agents, relevant custodians or similar third parties for these Purposes. The Company shall keep the Purchaser's information for such period as required under applicable law. To protect the Purchaser's Data, the Company uses security measures that comply with the DPA, including, computer safeguards and secured files and buildings designed to protect against unauthorised or unlawful processing of Purchaser Data, and against accidental loss or destruction of, or damage to, Purchaser Data.
5.5 The Purchaser hereby irrevocably and unconditionally consents to Company transferring the Purchaser's personal data to a group entity or third party service provider for processing and to recipients in countries which may not provide the same level of data protection as the Purchaser's jurisdiction if necessary. 6.6 Where the Purchaser withdraws its consent to any or all use of its personal data, depending on the nature of the request, this may limit the scope of the Company's services which the Company is able to provide to the Purchaser. The Purchaser may withdraw its consent to any or all use of its personal data by contacting the Company. The Company will endeavour to respond to the Purchaser's correspondence within 30 Business Days, and if that is not possible, it will inform the Purchaser of the time by which the Company will respond.
The Parties agree to indemnify and hold harmless, and agree to defend, each other against any third-party claim or action (from a private or governmental entity) brought against them and/or any of their parent, subsidiary or affiliated companies, its or their directors, officers, employees, licensees, agents, attorneys, assigns or independent contractors (all of the foregoing, together: “Indemnitees”), from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including legal fees and costs) arising out of or in connection with any breach of any warranty, representation, covenant, obligation or agreement made by the breaching Party herein.
6.2. THIRD PARTY RIGHTS.
Notwithstanding the provisions included in above Clause, and subject to the limitation of liability in this Terms & Conditions, each Party agrees to indemnify the Indemnitees for suits or claims related to infringement of a third-party’s intellectual property arising out of the authorized use of the Intellectual Property under this Terms & Conditions.
6.3. INDEMNIFICATION NOTICE.
As a condition of a Party’s indemnification obligation, a Party seeking indemnity must:
(i) promptly notify the other Party in writing of any such infringement claim or suit;
(ii) allow indemnifying Party to have exclusive control of the defense of such infringement claim or suit including the selection of attorneys, as well as, exclusive control in all negotiations relating to settlement. Each Party agrees to not unreasonably withhold or delay a waiver for any conflict of interest it may have to the attorneys selected by the indemnifying Party; and
(iii) assist the indemnifying Party as reasonably requested in the defense of such claim or suit; and
(iv) if a judgment is obtained by a third-party against the continued use of any portion of the indemnifying Party’s Intellectual Property, the indemnifying party may, in its sole discretion:
a. modify the item or items which have been determined to be infringing so that they no longer infringe;
b. acquire a licence or licences for the benefit of the indemnified party to provide it with such rights as may be necessary to eliminate the infringement; or
c. substitute non-infringing items of its own devising permitting continued use without material change to functionality or effectiveness.
7. REPRESENTATIONS AND WARRANTIES
7.1. THE COMPANY’S REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants that: (i) it is in good standing and validly existing under the laws of the jurisdiction of its incorporation; (ii) it will comply with anti-corruption, anti-bribery, anti-money laundering and payment services rules, laws and regulations applicable to its activities; (iii) has the full right, power, legal capacity and authority to enter into this deal and to perform its obligations under this Terms & Conditions, and by entering into this deal, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party or its constitutional documents; (iv) the execution and delivery by it of this Terms & Conditions and the performance of its obligations under herein do not breach any mandatory requirement of the applicable legislation or any contract to which it is subject; (v) the Terms & Conditions will constitute legal, valid and binding obligations of the Company under its governing law, enforceable against the Company in accordance with its terms; (vi) it will undertake its obligations pursuant to this Terms & Conditions with the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced issuer engaged in the same type of business under the same or similar circumstances, but in no event with less than reasonable care.
7.2. THE PURCHASER’S REPRESENTATIONS AND WARRANTIES.
The Purchaser represents and warrants that:
(i) it will comply with anti-corruption, anti-bribery, anti-money laundering and payment services rules, KYC procedures, laws, and regulations applicable to its activities, where the Company will check such completion before entering the deal; (ii) it is in good standing and validly existing under the laws of the jurisdiction of its incorporation; (iii) has the full right, power, legal capacity and authority to enter into this deal and to perform its ; obligations under this Terms & Conditions, and by entering into this deal, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party or its constitutional documents; (iv) the Purchaser: (i) has received a copy of the current Whitepaper prepared in relation to the Tokens and has carefully read it; (ii) acknowledges and consents that the Whitepaper may change during the time leading up to the date of delivery to the Purchaser of the Tokens; and (iii) the Purchaser accepts the obligation to promptly read new versions of the Whitepaper, which will be made available via the Company's website; (v) the Purchaser understands that the Tokens only confer the right to utilise the Tokens and confers no other rights of any form with respect to the Tokens or the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), right to receive accounts, financial statements or other financial data, the right to requisition or participate in shareholder meetings, the right to nominate a director or other financial or legal rights in the Company; (vi) the Terms & Conditions will constitute legal, valid and binding obligations of the Company under its governing law, enforceable against the Company in accordance with its terms; (vii) the execution and delivery by it of this Terms & Conditions and the performance of its obligations under herein do not breach any mandatory requirement of the applicable legislation or any contract to which it is subject; and (viii) neither the Purchaser (nor any of its subsidiaries, any director or officer, or any employee, agent, or affiliate of the Purchaser or its subsidiaries as the case may be) nor any person having a direct or indirect beneficial interest in the Purchaser or the Tokens being acquired by the
Purchaser, or any person for whom the Purchaser is acting as agent or nominee in connection with the Tokens:
a. is the subject of any sanctions administered or enforced by any country or government or international authority, including the British Virgin Islands Financial Services Commission, the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the US Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore (collectively, Sanctions);
b. is located, organised, citizen or resident in a country or territory that is, or whose government is, the subject of Sanctions;
c. is listed in any list of sanctioned persons including those maintained under the Sanctions including the Table of Denial Orders, the Entity List, Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;
d. is a citizen or resident of, or located in, a geographic area or country designated as "High-risk and other monitored jurisdictions" (or such other similar classification) by the Financial Action Task Force; or e. is directly or indirectly owned or controlled by any person subject to sub-clauses
(a) to (d) above; (ix) the Purchaser agrees that if its country of residence or other circumstances change such that the above representations are no longer accurate, that the Purchaser will immediately cease using the Tokens; and (x) the Purchaser acknowledges and undertakes that it shall provide the Company with such information as the Company may deem necessary or appropriate in order to maintain compliance with all applicable laws including: a. compliance with the representations set out in this Clause 8.2; and b. to address any actual inquiries or inquiries that the Company may expect from regulatory authorities, courts or arbitral authorities in any jurisdiction; (xi) the Purchaser is not a U.S. Person, or any citizen or resident or legal entity of the United States of America, the People’s Republic of China, Afghanistan, Belarus, British Virgin Islands, Central African Republic, Congo, Democratic Republic of the Congo, Republic of the Cote D’Ivoire, Crimea region of Ukraine, Cuba, El Salvador, Eswatini, Gambia, Iran, Iraq, Liberia, Libya, Malawi, Mali, Moldova, Myanmar, Niger, North Korea, Palestinian Territory, South Sudan, Sudan, Syria, Venezuela, Yemen, Zambia, Zimbabwe, any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the European Union and/or Switzerland, a jurisdiction where it would be illegal according to local law or regulation for you to purchase Tokens, or where the sale of Tokens is prohibited or contrary to local law or regulation, or could subject Fasttoken to any local registration, regulatory or licensing requirements.
8.1. TERM. The term of this Terms & Conditions shall commence on the Effective Date and shall continue in effect until the Parties duly fulfill their obligations under this Terms & Conditions.
9. CONFIDENTIALITY AND NON-USE
9.1. PROTECTION OF CONFIDENTIAL INFORMATION. Each Party acknowledges that it will have access to proprietary or Confidential Information of the other Party on a “need to know” basis. Each Party shall protect the Confidential Information of the other Party in the same manner in which it protects its own Confidential Information (but in any event will use no less than reasonable care), except as may be specifically permitted hereunder, within the Term of this Terms & Conditions and for five (5) years following the termination or expiration thereof.
9.2. EXCEPTIONS. The obligations of confidentiality and non-use specified above will not apply to any information of one Party which: (i) was known by the other Party prior to the date of this Terms & Conditions and not obtained or derived, directly or indirectly, from such Party or its affiliates, or if so obtained or derived, was lawfully obtained or derived and is not held subject to any confidentiality or non-use obligations or becomes public or available to the general public otherwise than through any act or default of the other Party in violation of the provisions of this Terms & Conditions; (ii) is obtained or derived prior or subsequent to the date of this Terms & Conditions from a third party who is lawfully in possession of such information and does not hold such information subject to any confidentiality or non-use obligations; (iii) is independently developed by such Party without use of the other Party’s Confidential Information; or (iv) is required to be disclosed by one of the Parties pursuant to applicable law or under a government or court order, provided, however, that the obligations of confidentiality and non-use will continue to the fullest extent not in conflict with such law or order; and, if and when a Party is required to disclose such Confidential Information pursuant to any such law or order, such Party will, to the extent legally permissible, give notice to the other Party to allow such Party to make efforts to obtain a protective order or take such other actions as will prevent or limit public access to, or disclosure of such Confidential Information.
9.3. ACCESS TO CONFIDENTIAL INFORMATION. Access to all Confidential Information shall be restricted to employees of the receiving Party, immediate organization, parent corporations, subsidiaries, and other persons, such as consultants, attorneys and other advisors having a need to know to perform services specifically requested by one Party or the other to fulfill the purpose of this Terms & Conditions. The receiving Party shall notify such employees or persons of the proprietary nature of the Confidential Information and shall require such employees or other persons to agree the form of a non-disclosure agreement enforceable in the respective jurisdiction to maintain the confidentiality of the Confidential Information on the same terms as set forth herein. Except as expressly permitted by this Terms & Conditions, the Confidential Information shall not be disclosed to any third Party without the prior written consent of the disclosing Party.
10.1. TAXES. Each Party shall be solely liable for any expense, tax, charge or levy imposed on such Party as a result of the execution of this Terms & Conditions.
10.2. NO PARTNERSHIP. Nothing contained in this Terms & Conditions shall be construed as creating any partnership, employer-employee relationship or joint venture between the Parties. Neither Party shall be authorized to act as an agent for the other, nor shall either Party enter into any agreement or contract on behalf of the other as representative or agent if the Parties expressly do not agree otherwise in writing.
10.3. SEVERABILITY. Should any provision of this Terms & Conditions be unenforceable, invalid or prohibited by any applicable law, only such unenforceable, invalid or prohibited provision shall be ineffective to the extent of such unenforceability, invalidation or prohibition without effecting any other provision of this Terms & Conditions.
10.4. NO WAIVER. Failure by either Party to enforce any of its rights in connection with this Terms & Conditions, or to insist upon the strict performance of the terms of this Terms & Conditions, shall not be construed as a waiver or a relinquishment of any such rights for future breach or enforcement thereof.
10.5. GOVERNING LAW. This Terms & Conditions shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflicts or choice of law rules or principles. Any dispute that arises out of or in connection with This Terms & Conditions shall be referred to and finally resolved by the courts of the British Virgin Islands. Notwithstanding the above, in the event of any dispute, the Parties shall meet and seek an amicable resolution before resorting to any judicial process. Nothing contained in this clause shall limit the right of either Party to take proceedings against the other Party in any other court of competent jurisdiction, nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.