1. THIS AGREEMENT

1.1 These are the terms and conditions of an agreement (the “Agreement”) between Liquidity Technologies Ltd. (“CoinFLEX”) a company incorporated under the International Business Companies Act of 2016 of the Republic of Seychelles with company number 208853 (“we”, “our”, “us”), who is the owner and operator of https://coinflex.com, a platform which allows you to trade in physically delivered futures on Cryptocurrencies (the “Platform”) and each member of the Platform (“you”, “your”).

1.2 Please ensure you download and store a copy of this Agreement for your records.

1.3 This Agreement applies in conjunction with the Privacy Policy, Cookies Policy and Risk Policy of CoinFLEX.

1.4 Definitions

1.4.1 “Account” means any and all accounts (including sub-accounts) following the online registration you have with us, which are created when you (i) register on the Platform; and (ii) complete KYC to enable Stablecoin deposits/withdrawals;

1.4.2 “AML Documentation” means the documentation required to be provided by the User as set out in our Anti-Money Laundering Policy;

1.4.3 “Clawback” means our imposition of a mandatory reduction to Cryptocurrency balances (up to the value of the profits you have made on the Platform);

1.4.4 “Close Out” means the termination of all outstanding Futures and an automatic repayment of the Leverage Funding;

1.4.5 “Counterparty” means a User who agrees to enter into a binding legal contract with you to buy or sell any Crypto Assets via the Platform;

1.4.6 “Cryptocurrency” means any digital asset and/or “Stablecoin” which we support on the Platform, including, but not limited to Bitcoin, Ethereum, Bitcoin Cash, Tether and USD Coin.

1.4.7 “Eligibility Criteria” means such criteria as set out at clause 3;

1.4.8 “Fiat Currency” means any national government issued currency (such as US dollars, European Euros or Pounds Sterling) but not any Cryptocurrency that may be used to purchase or sell Cryptocurrencies via the Platform;

1.4.9 “Future” means a contract between you and a Counterparty, to buy or sell Cryptocurrency at a predetermined price at a specified time in the future;

1.4.10 “Leveraged Order” means an Order that is financed by Leverage Funding;

1.4.11 “Leverage Funding” means additional funding in excess of the available Cryptocurrency balances in your Account for a temporary period;

1.4.12 “Leverage Funding Limit” means the maximum amount of Leverage Funding that you may have outstanding for each Order;

1.4.13 “Margin” means (i) the total value of Stablecoin and Bitcoin (or such other currencies we may select as appropriate collateral from time to time) which you hold in your Account, ii) your realised profit or loss from past positions in the Futures that are now closed and iii) the profit or loss from your open position in the Futures;

1.4.14 “Margin Requirement” shall be a percentage of the value of the total positions which you must hold on the Platform, as notified to you from time to time;

1.4.15 “Order” means any instruction from a User to buy or sell Crypto Assets on the Platform;

1.4.16 “Platform” means the trading platform published by us from time to time, including without limitation the trading platform at https://coinflex.com, and/or any of their subdomains;

1.4.17 “Position Limit” means such maximum limit as we shall impose on the amount of Margin which you can draw down from time to time;

1.4.18 “Repayment Period” means such period as we shall specify from time to time in respect of settling any outstanding Leverage Funding; 

1.4.19 “Standard Account” means the default Account that requires no KYC apart from email address and where Stablecoin deposits/withdrawals are not enabled; and

1.4.20 “User” means any member of the Platform.

2. ELIGIBILITY

2.1  To use the Platform, you must be either:

2.1.1 An individual aged 18 years or older;

2.1.2 A legal person (e.g. company or partnership)

2.2 In addition, you must warrant that:

2.3 Using CoinFLEX’s services does not constitute a breach of your home jurisdictions’ laws;

2.4 You are aware of the risks in using the services provided by CoinFLEX as outlined in our Risk Disclosure Warning Statement. These risks include the high volatility risk of cryptocurrency itself, the fact that you may lose all of the funds in your trading account if the market moves against you;

2.5 You will not be involved or initiate any form of market manipulation, including spoofing orders or otherwise;

2.6 If you request Stablecoin deposits/withdrawals and are classified as set out in clause 2.a.i, the information or documents you provide as part of any ID verification process are correct, genuine and up-to-date;

2.7 If you request Stablecoin deposits/withdrawals and are classified as set out in clause 2.a.ii, you can provide evidence of the identity of persons holding greater than a 25% beneficial interest and other related company information;

2.8 You are the legal owner of the funds you add to your account with CoinFLEX and that the same funds derive from a legitimate source;

2.9 Any cryptocurrency withdrawal address you provide is your own and that you have full control over this address;

In order to confirm your eligibility, we may have to conduct certain checks and request certain documents from you before you can access the Platform. You must give us information we reasonably ask you for, and you must fully and truthfully answer any questions we may reasonably ask you, in order to complete these checks.

2.9.1 You must inform us as soon as reasonably practicable if you cease to meet the eligibility criteria set out in this clause.

2.9.2 We reserve the right to suspend or revoke your access to the Platform at any time without prior notice to you. If we suspend your profile, your Account or terminate your access to the Platform, then we may also close any open orders and administer a Close Out of any outstanding repayments of Leverage Funding at that time.

3. REGISTRATION / VERIFYING YOUR IDENTITY

3.1  If you wish to place an Order, and provided you meet the Eligibility Criteria, you will first be required to register as a User. You can open a Standard Account by providing your email address.

3.2 If you require deposits and/or withdrawals using Stablecoin, to comply with our legal/regulatory obligations, we will ask you to follow a two-step process to open an Account:

3.2.1 Submission of the Individual or Corporate Application which can be found on the Platform;

3.2.2 Signing of the Certified Board Resolution document in the case of a Corporate Application.

3.3 Once we have received all of the required documentation and information as set out in clauses 3.a and 3.b, we may undertake certain additional compliance and security checks on you.

3.4 CoinFLEX reserves the right to verify your identity and/or the identity of your legal entity at any time for the purposes of complying with the Seychelles’ Anti-Money Laundering Act 2017.

3.5 Your data may be shared with qualified third parties in the course of anti-money laundering checks and other appropriate checks in order to provide Our services to you. Further details on information sharing may be found in Our Privacy Policy.

3.6 We may suspend any Account in the event that we suspect or have reason to believe you are engaged in suspicious trading or other activity or have breached any of the above warranties. In the event that we request additional information about you, we may suspend your Account until you provide this information to us and we will not be liable to you for any losses that result from such suspension. If you do not cooperate with our requests for further information or documentation during the suspension of your Account, we reserve the right to keep your Account in suspension indefinitely or to terminate your Account.

3.7 If we are satisfied that you comply with all applicable requirements, we will provide you with a verified account to access the Platform. For the avoidance of doubt, we may refuse to grant a verified account to any person without stating a reason.

4. DEPOSITS AND WITHDRAWALS

4.1 Once we have opened a Standard Account for you and this Standard Account has been activated, you will be able to deposit Cryptocurrency only into your Standard Account by sending it to the address we provide you with.

4.2 To enable Stablecoin deposits and withdrawals on your Standard Account, you will first have to provide extra information as set out in clause 3.b.

4.2.1 Following this verification confirmation, you will be able to deposit Stablecoin into your Account by sending it to the address we provide you with.

4.3 Any Cryptocurrency (including any Margin) you send in accordance with clause 4.a will be held within a storage solution managed by us and is not insured against loss.

4.4 You shall be permitted to withdraw Cryptocurrency credited to your Account on the Platform by making a withdrawal instruction via the Platform.

4.5 Where a withdrawal instruction is received by us in respect of Cryptocurrency, we shall credit such Cryptocurrency to the Cryptocurrency wallet you nominated on registration or subsequently agreed with us.

4.6 You warrant that you own and are fully responsible for any Cryptocurrency wallet you have notified to us for the purposes of receiving Cryptocurrency withdrawn from the Platform.

4.7 If you receive a deposit that you did not initiate, you must inform us at the first available opportunity after becoming aware of the deposit.

4.8 We cannot reverse a Cryptocurrency transaction which has been sent to a Cryptocurrency network.

4.9 We may suspend any deposit or withdrawal instruction without stating a reason. In the event that we request additional information about the transaction, we may suspend your deposit or withdrawal instruction until you provide this information to us and we will not be liable to you for any losses that result from such suspension.

4.10 You acknowledge that deposited and traded Cryptocurrency may be co-mingled with those of other Customers of CoinFLEX in the Client Account.

4.11 You acknowledge that CoinFLEX is under no obligation to pay interest on any funds held on your behalf in any account.

4.12 You may not use the Platform to store, send, request, or receive Cryptocurrencies (or other digital assets) which are not expressly supported by the Platform. If you attempt to send a transfer to our Platform of a cryptocurrency which is not supported by us, we are under no obligation to return such Cryptocurrency to you.

5. PAYMENT

5.1 All payments made to us under this Agreement are to be made in full without any set-off, counterclaim or deduction whatsoever.

5.2 We shall make payments to you in full less our Commission (as defined on our Fees page) unless:

5.2.1 It is required by law to deduct sums in respect of taxation;

5.2.2 It is or will be owed amounts which are incurred in respect of transfer charges that may be levied;

5.2.3 You owe us amounts in respect of other Orders or Commission which have not been settled in accordance with this Agreement.

6. TRADING ON THE PLATFORM

6.1 Unless you have Leverage Funding in place (in which case you can trade up to your Leverage Funding Limit), prior to making any Order, you must have credited Cryptocurrency to your Account. We shall not permit any Order to be placed until Cryptocurrency has been deposited to the notified address, and cannot accept responsibility for any delay in trading or subsequent withdrawal due to the late arrival of such funds.

6.2 If you have a sufficient balance of Cryptocurrency in your Account, you will be able to trade with other Users.

6.3 To open or close a trade on the Platform, you must submit an Order. Once you have submitted an Order we will attempt to match it with a User on the Platform that wishes to take the other end of the trade. We are under no obligation to accept or match any Order submitted by you, and we maintain discretion over whether any order is accepted, matched, or executed. There will be no contract between you and another User until the proposed trade has been approved by us.

6.4 Where an Order has not been matched, we may in our sole and absolute discretion cancel the Order.

6.5 We shall at all times be entitled to operate on the basis that each Order is correct and does not contain any errors (including in the case of manifest errors).

7. COUNTERPARTIES

7.1 If your order is successfully matched with another User, such User will become your Counterparty in that trade. This will result in a bilateral, over the counter contract between you and your Counterparty.

7.2 We match all Users anonymously and do not provide Users with information about their Counterparties.

7.3 You can trade out of any of your open positions in the Futures by offering the reverse trade on the Platform, provided that there is a Counterparty for such trade.

7.4 If a User trades out of a trade in which you are their Counterparty, the User with whom they trade out of the trade will become your new Counterparty. You will not be notified if your Counterparty changes.

8. POSITION LIMITS

8.1 We will limit the exposure you have to your Counterparties by imposing maximum limits on the amount of leverage you can take out at any point in time.

8.2 When you first join the Platform, we will set our standard Position Limits for you. You can apply to have this position increased on an exemption basis, but we reserve the right to adjust your Position Limit upwards or downwards at any time.

9. TRADING ON MARGIN

9.1 CoinFLEX enables you to access Leverage Funding to place Leveraged Orders.

9.2 We do not charge any interest, fees or other charges to make Leverage Funding available to you.

9.3 We may determine the maximum amount of Leverage available to you and we will notify this to you in advance. Your maximum limit may be specified in your profile.

9.4 You may place any number of Leverage Orders, up to their maximum amount of Leverage Funding available.

9.5 When the amount of Leverage Funding remains outstanding:

9.5.1 The balance in your Account may show as negative;

9.5.2 You will not be able to withdraw Cryptocurrency from your Account.

9.6 The full amount of each Leverage Funding must be repaid within the Repayment Period. We will treat the full amount as having been repaid when the full amount of the Leverage Funding has been credited to your Account.

9.7 It is your responsibility to ensure that any amount not yet repaid is credited to your Account within the Repayment Period. You can effect repayment by using either:

9.7.1 Proceedings resulting from a filled Order;

9.7.2 The return or release of Cryptocurrency held for an Order which has been cancelled or expired;

9.7.3 Cryptocurrency deposited by you into your Account.

9.8 We may restrict withdrawals from your Account at any time that you have Leverage Funding outstanding or you are attempting to withdraw profits before a Futures contract has settled.

9.9 You must retain in your Account an amount equivalent to (or in excess of) the Margin Requirement (as notified to you from time to time).

9.10 For each Futures position and each open order to buy or sell Futures that would further increase your position size you need to provide Margin as published on the Platform from time to time to meet your Margin Requirement.

9.11 If the amount in your Account falls to or below the Margin Requirement, then we may close out your positions in accordance with clause 10.

9.12 If balances in your sub-Account reach a negative balance then the Platform will have the right to merge such sub-Account with your main Account.

10. CLOSE OUT

10.1 If you cannot meet your Margin Requirement or if a Leverage Funding has not been repaid upon the expiry of the Repayment Period then we may, at our own discretion, cancel your open Orders in the Futures and/or liquidate some or all of your open positions in the Futures. We will liquidate all positions at the best available price on the Platform at the time of Close Out, and you agree to accept this price.

10.2 If, after a Close Out, any part of the relevant Leverage Funding is not fully repaid, you remain liable to us for that amount. We reserve the right during this time to impose a Clawback in respect of some or all Users including against balances on all your Accounts on the Platform.

11. NO FINANCIAL ADVICE

11.1 We may in our sole and absolute discretion from time to time provide you with information on practical aspects of using the Platform.

11.2 Notwithstanding any such information provided by Us, you acknowledge and agree that you enter into each Order of you own free will without reliance on any information provided by us and that such Order is at your own risk. You shall not be entitled to rely on Our for advice on the timing or terms of any Order.

11.3 You acknowledge and agree that the exchange rate between Cryptocurrencies varies regularly and will be affected by matters and events outside of your control or control of CoinFLEX.

12. WARRANTIES AND REPRESENTATIONS

12.1 You warrant that:

12.1.1 You have full legal capacity to enter into this Agreement;

12.1.2 All Cryptocurrency deposited into your Account derive from legitimate/legal sources;

12.1.3 Using the Platform does not infringe any local laws of your country of residence;

12.1.4 If you are an individual, you are not acting on someone else’s behalf;

12.1.5 You only will apply for a single Account with us;

12.1.6 If you are a company, you are authorised to transact on behalf of your legal entity;

12.1.7 You understand the risks associated with trading Futures.

13. YOUR CONDUCT

13.1 By using the Platform, you agree not to upload, post, email or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform.

13.2 You agree and undertake to keep your username and password confidential, not to disclose your password to any other person and not to permit any other person to log in to the Platform using your username and password. If you choose to share your credentials with a third party, you do so at your own risk.

13.3 You agree not to interfere with the servers or networks connected to the Platform or to violate any of the procedures, policies or regulations of networks connected to the Platform, including this Agreement.

13.4 You also agree not to:

13.4.1 Attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Platform to any third party, or jeopardise the correct functioning of the Platform, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Platform;

13.4.2 Attempt to gain access to secured portions of the Platform to which you do not possess access rights;

13.4.3 Impersonate any other person while using the Platform;

13.4.4 Conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Platform;

13.4.5 Use the Platform to generate unsolicited advertisements or spam;

13.4.6 Use any automatic or manual process to search or harvest information from the Platform, or to interfere in any way with the proper functioning of the Platform.

14. OUR RIGHTS

14.1 To protect the Platform we reserve the right to:

14.1.1 Request from you proof of source of funds;

14.1.2 Confirm your control of your cryptocurrency address;

14.1.3 Monitor the activity of your account and transaction / usage behaviour both on and off the Platform to the limits of our ability to help execute our AML/CTF policies;

14.1.4 Suspend your Account due to repetitive losses and to assess the appropriateness of the Platform for you;

14.1.5 Suspend your Account due to suspected misuse of the Platform by you.

14.2 We reserve the right to use our own methods for calculation of open positions in the Futures, the Margin Requirement and Close Out. We change these methods from time to time (but we will notify you of any such change).

14.3. In rare situations the Platform will have the right to convert any open spot positions of Users to a “dollarised” USDC position. Such actions will only be taken after providing Users with at least 24hrs of notice.

15. INTELLECTUAL PROPERTY

15.1 CoinFLEX and/or its licensor(s) are the sole owners of the Platform, which includes any software, domains, and content made available through the Platform.

15.2 The CoinFLEX brand, its graphics, logos, icons and service names related to the Platform and the Platform are protected by Seychelles copyright and other intellectual property laws. Without limitation, this means that you may not sell, export, license, modify, copy, distribute or transmit the Platform (or any part of it) or any material provided through the Platform without our prior express written consent.

15.3 Any unauthorised use of the Platform will result in the automatic termination of the limited license granted by us. We reserve the right to terminate the limited license without notice at any time following an unauthorised use by you of the Platform.

15.4 All other trademarks not owned by CoinFLEX that appear in connection with the Platform are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by CoinFLEX.

16. SECURITY

16.1  Whilst we have implemented commercially reasonable technical and organisational measures to secure your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that you provide your personal information at your own risk.

17. ELECTRONIC COMMUNICATIONS

17.1 By downloading and/or using the Platform and/or viewing Orders and/or making any Orders through the Platform, you consent to receiving electronic communications and notices from CoinFLEX you agree that any notice, agreement, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

18. PRIVACY

18.1 You provide us with information when you register an Account via the Platform. We also collect information both relating to you (for example on your usage and trade history) and to Customers of the Platform in general. Any information that you submit or that we collect when you are using the Platform is subject to the CoinFLEX Privacy Policy, the terms of which are hereby incorporated into these Terms and Conditions.

19. INDEMNITY

19.1 You agree to indemnify and hold CoinFLEX and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising, directly or indirectly, out of your breach of these Terms and Conditions and/or your violation of any law or the rights of any third party.

20. NO WARRANTY AND LIABILITY LIMIT

20.1 The Platform is provided on an “as available,” “as is” basis. To the maximum extent permitted by law, we and our suppliers and vendors disclaim all warranties with respect to the platform, including, but not limited to, the implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose. We do not warrant that the Platform will meet your requirements, that you will be able to place Orders through the Platform, or that the operation of the Platform will be uninterrupted or error-free, or that defects in the Platform will be corrected. No oral or written information or advice given by us  shall create any additional warranties or in any way increase the scope of our obligations. You assume all responsibility for determining whether the platform or the information generated thereby is accurate or sufficient for your purposes.

20.2 We reserve the right to deliver the Platform and to process Orders in our sole and absolute discretion, including the right to refuse to execute Orders, cancel or reverse already executed Orders in case of manifest or obvious error.

20.3 In no event shall we, or our shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, direct, indirect or consequential damages arising out of or in connection with the Platform, the placement by you of any Order, the delivery of any Cryptocurrency, the failure in whole or in part of the Platform or to deliver any Cryptocurrency or this Agreement, on any theory of liability, and whether or not advised of the possibility of damage.

20.4 Notwithstanding the foregoing, the entire liability for us and each of our affiliates, suppliers and vendors (collectively) under this agreement for all damages, losses (including trading losses), and causes of action, whether in contract, tort (including negligence), or otherwise shall be limited to an amount equal to US$1.00.

20.5 We do not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on our part.

21. TERMINATION

21.1 This Agreement has no fixed or minimum duration and can be ended by you or us. You can end it at any time by emailing us at [email protected].

21.2 We may terminate this Agreement (and close your Account) at any time and for whatever reason upon giving you 7 days’ notice.

21.3 We may terminate this Agreement (and close access to your Account) immediately if:

21.3.1 You are in breach of this Agreement;

21.3.2 If we reasonably suspect criminal or fraudulent activity; and

21.3.3 We would break the law by continuing this Agreement.

21.4 If We terminate this Agreement, we’ll tell you our reasons for doing so (unless the law prevents us from doing so).

21.5 Upon termination, all of your Orders will be cancelled and all of your rights and obligations will be subject to Close Out in accordance with Clause 10. If your Account has a negative balance, you will remain liable to us for any amounts outstanding.

22. GENERAL

22.1 You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms of Service without our prior express written consent. We may assign any of our rights and (with your consent) our obligations under this Agreement.

22.2 This Agreement is between you and us. No person shall have any rights under or connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.

22.3 The parties agree that we shall perform our duties under this Agreement as an independent contractor. Nothing contained herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by us who perform duties related to this Agreement shall remain under our supervision, management, and control.

22.4 The parties are the sole parties to this Agreement which is personal to them and acknowledge that they do not hold the benefit of any provisions on behalf of third parties and that no third parties shall have the benefit of any provisions of this Agreement or any right to enforce the same.

22.5 If any court or competent authority decides that any term of this Agreement is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.

22.6 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.

22.7 Our failure to enforce any term of this Agreement shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.

22.8 We will send you notices to the email address you provided in your Account. These will be deemed to be delivered to you if we do not receive a failed delivery message. You must send your notices to [email protected].

22.9 We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control.

22.10 This Agreement set forth the entire understanding and agreement between you and us with respect to the subject matter hereof.

22.12 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Seychelles.

22.13 You irrevocably agree that the courts of the Republic of Seychelles shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or their subject matter or formation (including non-contractual disputes or claim