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1.1. The Client should read these Terms, and any document referred to in them very carefully. If there is anything that the Client does not understand the Client should discuss this matter with Agoya Digital and seek the necessary clarification.
1.2. Any formal communication with the Client by Agoya Digital will be undertaken through electronic mail provided by the Client at registration unless otherwise instructed by the Client. Documents will be sent to the Client by electronic mail and the Client should seek to send any documents to Agoya Digital by the same means. The Client will also be able to contact Agoya Digital telephonically or through secure messaging systems made available by Agoya Digital through its platform. The Client is obliged to ensure that the contact information registered with Agoya Digital is complete and timely updated if necessary. In case Agoya Digital is unable to reach the Client with the contact information provided, the Client shall be fully liable for any loss or expense caused to Agoya Digital or third parties resulting from our inability to reach and/or obtain the necessary information from the Client. It is the Client’s responsibility to regularly check the proper functioning of his/her e-mail service and set it up in a way that permits receiving communication from Agoya Digital, Agoya Digital will not be liable for any loss arising out of the Client’s failure to do so.
1.3. Communication between Clients and Agoya Digital will, unless otherwise agreed between the Client and Agoya Digital, be made in the English language. In the event of any discrepancy between the English language version of these Terms and any translation of these Terms in a foreign language, the English version of these Terms shall prevail.
1.4. The Client is required to meet strict eligibility requirements in order to access the services offered by Agoya Digital. The Client is required to be at least 18 years old. If the Client is a resident in or is located in certain countries and/or states, he will not be able to access some or all of the services offered by Agoya Digital.
1.5. Agoya Digital provides the Client with an order matching platform that matches the Clients’ trades with open orders from other Clients in respect of crypto-assets subject to these Terms (the “Trading Platform Services”).
1.6. Agoya Digital also offers its Clients a digital wallet (the “Crypto-Asset Custody Services”) enabling each Client to store crypto-assets that are traded via the Agoya Digital Trading Platform Services.
1.7. Agoya Digital also provides Clients with the exchange of crypto-assets for funds and for other crypto-assets services (the “Exchange of Crypto-Assets Services”) whereby Agoya Digital concludes purchase or sales contracts with its Clients by using proprietary capital. For the avoidance of doubt, the term “funds” in these Terms shall have the same meaning as in the Applicable Law defined in Section 27 and shall predominantly mean bank deposits and electronic money (a.k.a. “fiat money”).
1.8. The Trading Platform Services, Crypto-Asset Custody Services, Transfer Services and Exchange of Crypto-Assets Services offered by Agoya Digital are collectively referred to as the “Services”.
1.9. Trading crypto-assets may present financial risks. A Client should not seek the Services if he does not understand, or is otherwise not comfortable with, such risks.
1.10. These Terms shall remain in force for the duration of the relationship between the Client and Agoya Digital.
1.11. There are important legal terms provided below in these Terms, including the Client’s indemnification and our limitation of liability. Please read these Terms carefully.
1.12. Third parties may be involved in the provision of Agoya Digital services. These may include payment service providers, electronic money institutions, custodians, market makers and banking partners. Clients may be subject to the terms & conditions of these third parties and Agoya Digital may not be liable for any loss that these third parties may cause to the Client or vice versa.
1.13. Agoya Digital may, from time to time and at its sole discretion, provide clients with the option to contribute and earn rewards by participating in the “Staking Programme” through its platform. Staking Programme is a separate and distinct service provided by means of a technical infrastructure subject to these Terms including its Annex A “Staking Programme”. For clarity, these Terms are equally applicable to the Agoya Digital Staking Programme as to the Agoya Digital Services.
2.1. In these Terms unless the context requires otherwise:
3.1. The Client represents and warrants to Agoya Digital that:
3.2. The Client undertakes and agrees not to:
3.3. For the avoidance of doubt, it is the Client’s responsibility to determine what, if any, taxes apply to the trades the Client undertakes through Agoya Digital. It is the Client’s responsibility to report and remit the correct tax to the appropriate tax authority. Agoya Digital is not responsible for determining whether taxes apply to the Client’s trades or for collecting, reporting, withholding or remitting any taxes arising from such trades.
3.4. Notwithstanding the above, by agreeing to these Terms, the Client authorises Agoya Digital to deduct or withhold any sum, which Agoya Digital is required or liable to deduct or withhold under the law or practice of any revenue authority in any relevant jurisdiction.
3.5. Agoya Digital will strive to provide the Services in accordance with applicable laws, regulations, bye-laws, licence conditions, guidelines, exchange requirements, customs, usages and other provisions or market practices (the “Rules”) to which Agoya Digital may be subject from time to time.
3.6. Agoya Digital undertakes to notify the Client of changes in its address, licensing status, and material changes in the Agoya Digital rules, fees, policies, procedures and nature of services available to the Client.
Agoya Digital Trading Platform Services
4.1. The Agoya Digital Trading Platform Services permit the Client to access Agoya Digital’s order matching platform that automatically and according to pre-established criteria matches the Clients’ trades with open orders from other Clients in respect of crypto-assets only. As a result, the Agoya Digital Trading Platform Services only permit Clients to trade one type of crypto-asset for another type of crypto-asset. The Client will not be able to predetermine or undertake a trade with a pre-determined Client. Similarly, an order may be partially filled or may be filled by multiple matching orders arising from different Clients. The Agoya Digital Trading Platform Services do not permit the trading of legal tender (such as Euros or US dollars) for crypto-assets and vice versa.
Agoya Digital Crypto-Asset Custody Services
4.2. Crypto-assets acquired by a Client using Agoya Digital Trading Platform Services will be held by Agoya Digital in the Client’s digital wallet for and on behalf of the Client. Agoya Digital offers this service in order to expedite and facilitate Clients’ acquisitions, disposal and/or transfer of crypto-assets.
4.3. In the case of crypto-assets held by Agoya Digital, on behalf of the Client, Agoya Digital shall be regarded as holding such crypto-assets on behalf of the Client and shall recognise the Client as the beneficial owner thereof. Agoya Digital will not deal with such crypto-assets, use them as security or in any way make use of such crypto-assets, other than as lawfully directed and with the prior written authorisation of the Client.
4.4. Crypto-assets held by Agoya Digital on behalf of its Clients may be pooled with those of other Clients. By accepting these Terms, the Client expressly agrees to the pooling of his crypto-assets with the crypto-assets of other Clients.
4.5. The Client represents and warrants that he is, and shall remain at all times, the ultimate and effective beneficial owner of any crypto-assets held by Agoya Digital, that the Client shall not act as nominee or trustee for any other person and that the Client shall not transfer, assign, pledge, charge or otherwise create any security interest whatsoever over such instruments without the prior written consent of Agoya Digital.
Agoya Digital Crypto-Asset Transfer Services
4.6. When engaged to provide the Crypto-Asset Transfer Services, Agoya Digital acts to conduct a transaction on behalf of the Client that moves a crypto-asset from the Client’s Agoya Digital Wallet to another wallet or to accept incoming transactions to the Client’s Agoya Digital wallet(s).
4.7. The crypto-asset transfers can be initiated by Clients via the Agoya Digital web-based platform and mobile applications.
Agoya Digital Exchange of Crypto-Assets Services
4.8. When providing the Exchange of Crypto-Assets Services Agoya Digital acts to provide an exchange of crypto-assets for funds and exchange of crypto-assets for other crypto-assets enabling Clients to exchange crypto-assets for other crypto-assets or for funds whereby Agoya Digital concludes purchase or sales contracts with its Clients by using proprietary capital.
Agoya Digital shall publish a firm base price it proposes to exchange for funds or other crypto-assets, and the applicable limits on the amounts to be exchanged, if any. Agoya Digital shall execute client orders at the prices displayed at the time when the order for exchange is deemed final.
4.9. For an order to be deemed final, (i) the order must be confirmed by the Client, (ii) any related risk warnings and disclosures must be accepted by the Client and (ii) any applicable conditions must be fulfilled, including minimum transaction amounts or trading limits.
Agoya Digital API Tools
4.10. These Terms also govern the Client’s use of any and all development applications or application programming interfaces made available by Agoya Digital to the Client from time to time (which may include via a third-party service provider), including but not limited to any accompanying or related documentation, source code, executable applications and other materials provided to the Client (the “API Tools”).
4.11. Subject to these Terms, Agoya Digital grants the Client a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the API Tools and underlying content into the Client’s application so that the relevant application can interface directly with the Agoya Digital Services.
4.12. Agoya Digital retains all rights, title and interest in and to all intellectual property rights subsisting in or associated with the API Tools and any content created or derived from such API Tools.
4.13. The Client must comply with all directions issued by Agoya Digital from time to time regarding his use of the API Tools and the underlying content transmitted.
4.14. The Client acknowledges that Agoya Digital makes available the API Tools (if any) on a strictly “as is” basis. Agoya Digital makes no guarantees with respect to the availability or uptime of the API Tools. Agoya Digital may conduct maintenance on or stop providing any of the API Tools at any time, with or without notice to the Client. Agoya Digital may change the method of access to the API Tools at any time.
4.15. In the event of degradation or instability of Agoya Digital’s systems or services or in the case of an emergency, Agoya Digital may, in its sole discretion, temporarily suspend the Client’s access to the API Tools.
4.16. To the extent permitted by Applicable Law (as defined in Section 27 of these Terms), Agoya Digital shall not be liable for any Loss suffered or incurred by the Client arising out of or in connection with his use of the API Tools or Agoya Digital’s suspension, termination or change to the method of access thereto or maintenance thereon, in accordance with these Terms. If for any reason, Section 14 is deemed unenforceable by a competent court or tribunal, our potential liability shall be governed by Section 12.
5.1. Agoya Digital may not make the Services available in all markets and jurisdictions and may restrict or prohibit the use of the Services from certain jurisdictions from time to time (the “Restricted Locations”). The Client acknowledges that financial regulations and obligations vary across jurisdictions, and it is the Client’s responsibility to ensure that by using Agoya Digital Services the Client does not violate any and all local laws, directives and regulations in the Client’s jurisdiction before using Agoya Digital Services.
5.2. If the Client is registering to use the Services on behalf of a legal entity, the representative of the Client represents and warrants that (a) such legal entity is duly established and validly existing under the applicable laws of the jurisdiction of its incorporation, and (b) the representative of the Client is duly authorised by the Client to act on its behalf.
5.3. The Client further represents and warrants that he:
(a) is of legal age to form a binding contract (at least 18 years old in France);
(b) has not previously been suspended or removed from using Agoya Digital Services;
(c) has full power and authority to enter into this agreement and in doing so will not violate any other agreement to which the Client is a party;
(d) is not located in, under the control of, or a national or resident of any Restricted Location;
(e) is not subject to any national or international financial sanctions, freezing orders or other interdiction or restriction of similar kind under applicable law;
(f) has not been subject to a previous conviction for money laundering, financing of terrorism, human trafficking or any other serious crime; and
(g) will not use the Services if any applicable laws in the Client’s country prohibit the Client from doing so in accordance with these Terms.
5.4. Agoya Digital has the right to reject any customer’s registration for any reason, including due to internal risk management considerations, without providing any explanation or justification.
6.1. In order to engage in any trades with Agoya Digital, the Client must create an account (the “Account”) and provide such information that Agoya Digital may request. The account may be accessible through Agoya Digital’s website or mobile application using a username, password and other methods of authentication established by Agoya Digital. Some functionality and disclosures may not be available via the Agoya Digital mobile app and for the full experience, the Client must access his Account via the Agoya Digital website www.agoya.co.com.
6.2. When the Client creates an Account the Client undertakes and agrees to:
7.1. For the Client to be able to use the Account and engage with Agoya Digital, the Client shall initially transfer crypto-assets to his account with Agoya Digital or transfer funds to Agoya Digital using the payment methods supported by Agoya Digital (“Top-Up”).
7.2. The Client may transfer funds to be allocated to the Account through a bank transfer. Agoya Digital may from time to time and in its sole discretion also allow the Client to use other payment methods. When the Client transfers funds to Agoya Digital, these same funds will only be credited to the Account once the funds have been received by Agoya Digital.
7.3. Subject to any rights afforded by Agoya Digital under this Agreement and to the extent allowed under any applicable Law, the Client can request Agoya Digital at any time that Agoya Digital transfers all, or part of the funds, including crypto-assets, which are owed to them from Agoya Digital, and which are attributed to the Account (“Withdrawal”). Where the payment is received by the Client through the involvement of a payment service provider, Agoya Digital shall not be responsible for the payment once the funds are received by the Client’s payment service provider. Client’s crypto-assets held by Agoya Digital can only be transferred to another account eligible to receive crypto-assets.
7.4. Agoya Digital may provide the Client with unique identifiers (international bank account number (“IBAN”), virtual IBAN (“VIBAN”), bank sort code and/or account number). Agoya Digital reserves the right to provide the Client with new or additional unique identifiers to facilitate the allocation of such Top-Ups or Withdrawals. The Client acknowledges and accepts that Agoya Digital may work with licensed third-party payment partners for the operation and maintenance of the IBANs, VIBANs or other payment methods. The Client hereby acknowledges and agrees that VIBAN is not a customary bank account, or a payment account to be used by the Client as a customary bank account or payment account, or for any other purpose other than such Top-Ups or Withdrawals.
7.5. Top-Ups or Withdrawals may be subject to limits due to security, regulatory and legal requirements imposed on Agoya Digital or third parties. Agoya Digital is not responsible for any loss or delay resulting from the impact of these limits. Agoya Digital reserves the right to deactivate or disable any unique identifiers provided to a Client if Agoya Digital has a suspicion that the Client is not complying with these Terms or using the unique identifier for any purpose, other than Top-Ups or Withdrawals.
7.6. If the Client makes use of a VIBAN for euro Top-Ups and Withdrawals, Agoya Digital will only accept the following:
7.6.1 fiat Top-Ups to the Client’s VIBAN from a payment account in the Client’s own name (SEPA);
7.6.2 fiat Withdrawals from the Client’s VIBAN to a payment account in the Client’s own name (SEPA).
7.7. Agoya Digital reserves the right to reject and not process Top-Ups or Withdrawals not meeting the requirements in this clause.
7.8. The Client must make sure that the unique identifier and other information that it uses for Top-Ups are accurate. To the extent allowed at law, Agoya Digital shall not be responsible for funds that are not credited to the Account, as a result of incorrect unique identifiers or other information used by the Client. If the Client has used or provided wrong unique identifiers or other information to its payees, Agoya Digital will not be involved in claiming such funds.
7.9. Any fees chargeable by the Client’s bank or intermediary banks relating to a Top-Up or Withdrawal, including but not limited to any administration fees, bank’s processing fees and intermediary banks’ processing fees shall be borne entirely by the Client.
7.10. Without prejudice to Agoya Digital’s rights to claim further damages from the Client, the Client shall immediately indemnify Agoya Digital for any loss and damage and expenses from any mistaken, erroneous or fraudulent Withdrawal, or Top-Up (which may include but are not limited to, transactions pertinent to unauthorized or fraudulent transfers or transfers made to a closed or blocked bank account).
8.1. Agoya Digital may, at any time and in its sole discretion, refuse any trade submitted to them, impose limits on the trade amount or impose such other conditions or restrictions on the placement of orders without prior notice.
8.2. The Client may only cancel an order if such cancellation occurs before Agoya Digital matches the transaction. Once the Client order has been matched by Agoya Digital the Client may not change, withdraw or cancel the authorisation to Agoya Digital to complete such transaction.
8.3. If an order has been partially filled, the Client may cancel the unfilled part of the order unless the order relates to a market trade. Agoya Digital reserves the right to refuse any cancellation request associated with a market order once the Client has submitted such an order. All market orders are irreversible once initiated and final.
8.4. The Client will be able to place an order to the extent that he has sufficient crypto-assets in the Account to complete an order.
9.1. The Client shall provide Agoya Digital with the necessary documents relevant to the opening and establishment of the Account, and any subsequent activities and transactions throughout the business relationship. The Client further agrees to promptly deliver true and complete copies of all amendments or supplements to such documents. The Client shall indemnify and hold Agoya Digital harmless against any and all Losses that Agoya Digital may suffer or incur arising out of any failure by the Client to provide Agoya Digital with the documents required by it. Whereby the Services are provided in partnership with an affiliated third party, such party may reserve the right to independently request any additional documents. For further details, you can refer to Agoya Digital AML/KYC policy available on the Agoya Digital website.
9.2. The Client undertakes to immediately notify Agoya Digital of any changes to any information provided to Agoya Digital in connection with these Terms or any information and/or circumstances that are likely to have a material effect on the Client’s eligibility for Agoya Digital services and ability to abide by these Terms. The Client further undertakes to provide any documentation requested by Agoya Digital in support of such information.
9.3. At the request of Agoya Digital, the Client undertakes to submit any relevant documents (originals, duly certified paper copies, scanned copies or electronically signed documents) irrespective of whether such documents are available through public registers. Agoya Digital reserves the right to determine at its sole discretion the acceptable types of electronic signatures.
9.4. The Client undertakes to provide Agoya Digital with sufficient information in line with the applicable regulatory requirements on the information accompanying transfers of funds and crypto-assets (the “Travel Rule”). Such information may include but is not limited to information that allows the identification and verification of the identity of the sender (originator), the recipient (beneficiary) of crypto-asset transfers and the respective cryptoasset service providers facilitating the transfer.
9.5. Agoya Digital reserves the right to refuse or block transfers if the necessary Travel Rule information is not provided or verified. In the case of incoming transfers, Agoya Digital shall at its discretion (i) transfer funds back to the originating wallet, (ii) block the funds on the Client’s account or (iii) transfer such funds to a designated wallet containing frozen funds.
9.6. If Agoya Digital has chosen to block the funds that do not comply with the Travel Rule requirements on the Client’s or a designated wallet, the funds shall be released to the Client once the Travel Rule obligations have been fulfilled. Such release shall be subject to the provisions of Section 10 “Suspension or Termination of Provision of Services” below.
9.7. If Agoya Digital has chosen to transfer the funds that do not comply with the Travel Rule requirements back to the originating wallet, Agoya Digital shall assume no responsibility for the transfer originator’s access to that wallet to retrieve funds.
10.1. Agoya Digital may: (a) refuse to complete or block, cancel or reverse a transaction the Client may have authorised; (b) suspend, restrict, or terminate the Client’s access to any or all of the Services; and/or (c) deactivate or cancel the Account with immediate effect for any reason, including but not limited to where:
10.2. Agoya Digital may also refuse to complete a transaction where there are insufficient crypto-assets in the Client’s Account to cover the transaction and (where applicable) associated fees at the time that Agoya Digital receives the notification of the transaction.
10.3. If Agoya Digital refuses to complete a transaction and/or suspends or closes the Account, or terminates the Client’s use of Services in this way, Agoya Digital will (unless it would be unlawful for them to do so) provide the Client with notice of its actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that Agoya Digital refuses to complete a transaction and/or suspends the Account, Agoya Digital will lift the suspension as soon as reasonably practicable once the reasons for refusal and/or suspension no longer exist. However, Agoya Digital is under no obligation to allow the Client to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
10.4. Agoya Digital may suspend, restrict, or terminate the Client’s access to any or all of the Services and/or deactivate or cancel the Account, without reason by giving the Client five (5) days’ notice. The Client acknowledges that Agoya Digital’s decision to take certain actions, including limiting access to, suspending, or closing the Account, may be based on confidential criteria that are essential to Agoya Digital’s risk management and security protocols. The Client agrees that Agoya Digital is under no obligation to disclose the details of its risk management and security procedures to the Client.
10.5. If Agoya Digital suspends or closes the Client’s account or terminates the Client’s use of Services for any reason, Agoya Digital reserves the right to require the Client to complete the relevant identity verification and prevention of money laundering procedures before permitting the Client to transfer or withdraw any crypto-assets.
10.6. The Client may cancel the Account at any time by withdrawing all balances and requesting cancellation via support@agoya.co.com. The Client will not be charged for cancelling his Account, although the Client will be required to pay any outstanding amounts owed to Agoya Digital. The Client authorises Agoya Digital to cancel or suspend any pending transactions associated with the relevant Account at the time of cancellation.
10.7. Agoya Digital will consider an Account as an “Inactive Account” in case there were no transactions processed through the account during a period of 6 (six) consecutive months following account approval (in case of new accounts) or from the date of its last transaction (in case of existing accounts).
The provision of Agoya Digital Services to “Inactive Accounts” will not be suspended. The account will lose the “Inactive” status once a new transaction is processed on the account.
10.8. Agoya Digital will consider an Account as a “Dormant Account” upon satisfying both of the following conditions:
The provision of Agoya Digital Services to “Dormant Accounts” will be suspended. A “Dormant Account” status may be removed if the Client subsequently (i) provides confirmation in writing that he/she intends to continue using Agoya Digital Services and (ii) provides any KYC and other necessary information and documentation requested by Agoya Digital.
10.9. Following the lapse of 6 (six) months of the Account being classified as “Dormant”, the account will be closed by Agoya Digital. After a “Dormant” account is closed, it cannot be reactivated by the Client (i.e. the Client will need to register a new account if he or she wishes to continue using Agoya Digital services).
Upon closure of the “Dormant Account”, Agoya Digital may at its absolute discretion close any open positions, exchange crypto-assets held on the account to different crypto-assets at the current exchange rate and/or transfer the balance to a different wallet. For the avoidance of doubt, Agoya Digital shall not be liable for any resulting loss of profit, tax obligations or any other loss, damage or expense incurred by the Client.
10.10. Agoya Digital will charge a Dormant Account Fee to cover the cost of maintaining the assets that shall be withdrawn monthly from the Dormant Accounts’ and Closed Accounts’ balances. Agoya Digital will start applying this fee from the moment the account is classified as “Dormant” until the moment (i) the account loses the “Dormant” status, (ii) the Client becomes eligible to retrieve the funds remaining on the “Closed” account, (ii) there are no more funds left on the account or (iii) the account has been in a “Closed” status for 5 years at which point such account will be statute-barred for the benefit of Agoya Digital market-making fund (any unclaimed balance will be transferred to Agoya Digital market-making fund).
10.11. Agoya Digital reserves the right to charge an Account Closure Fee, including but not limited to the cases of closure due to regulatory requirements.
10.12. If at any point upon settlement of all Client’s obligations and deduction of all applicable charges, maintenance fees and other payments due, the Account that is closed or is subject to closure has a balance of funds less than or equal to EUR 100 (or an equivalent in crypto-assets) such balance will be written off for the benefit of Agoya Digital.
11.1. Agoya Digital manages conflicts of interest by setting out the effective organisational and administrative arrangements that have been put in place to identify, prevent, manage and monitor conflicts of interest that entail a material potential risk of damage to the interests of their Clients. Agoya Digital shall take all appropriate steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of a Client.
12.1. Agoya Digital shall not be liable for:
Provided that in any case, to the extent that such liability cannot be excluded in terms of Applicable Law, and to the extent permitted in terms of Applicable Law, the maximum liability of Agoya Digital or that of their officers, directors, employees, sub-contractors or agents with respect to the Client shall be limited (where applicable) to the lesser of the repair of any damage or the replacement of any damaged device, computer software or other equipment and/or to a refund of fees paid by the Client for the provision of the Services.
12.2. Agoya Digital shall not be liable for any loss incurred by the Client with respect to any transaction in relation to any crypto-asset, any delays in the receipt or processing of the Client’s instructions or if Agoya Digital cannot perform any of their obligations by reason of any cause beyond their reasonable control (including, without limitation to the generality of the aforesaid, acts of God, government restriction, wars, the act of terrorism, strikes, fire, exchange or market disruption, suspension of trading, periods of abnormal or unusual market activity, unanticipated dealing volumes, inability to communicate with market makers, failure of any telecommunication, energy failure, cyber-attacks, viruses or hacking, or any other event beyond the reasonable control of Agoya Digital) except if occurring through Agoya Digital’s gross negligence, fraud, willful default or the breach of these Terms.
12.3. Clients using Agoya Digital’s online trading platform acknowledge and accept that in the event that the online trading platform becomes inaccessible for any period as a result of communication failure, breakdown or other malfunction, including the inadequacy of or defect in any underlying communications services provided by third parties in respect of the online trading platform or failure of the internet, which occurs through no act or omission of Agoya Digital and is outside of its reasonable control, Agoya Digital shall not be liable to the Client for any such inaccessibility and/or failure.
12.4. Agoya Digital may, from time to time, need to interrupt the online trading platform service in order to carry out maintenance and updates or to protect the interest of the users of the online trading platform. Agoya Digital shall not be liable for any loss that may be suffered by the Client as a result of such interruption.
12.5. Clients making use of the online trading platform further acknowledge and accept that the internet and telecommunication systems may be subject to interruption or failure through no fault of Agoya Digital. The Client is responsible for providing and maintaining the communications equipment (including personal computer or device and modem or other internet connection equipment) that the Client may use to access the online trading platform.
12.6. For the avoidance of doubt, the exclusion and limitation of liability provision shall survive the termination of these Terms and shall apply, with full force and effect, in perpetuity for the benefit of the Parties, and any other entity that is or becomes the owner of the Services, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law (as defined in Section 27 of these Terms).
12.7. If Applicable Law (as defined in Section 27 of these Terms) does not permit all or any part of the above exclusion or limitation of liability in contracts to apply to the Client, the limitations, exclusions and disclaimers will apply to the Client only to the extent permitted by such Applicable Law (as defined in Section 27 of these Terms).
13.1. The Client agrees to keep his username and password details secure to prevent any unauthorised use of them. The Client should not share his password with any third party under any circumstance. The Client must contact Agoya Digital immediately if the Client suspects that his username or password details may have been disclosed to, or obtained by, a third party and that the security of those details may be in jeopardy.
13.2. Agoya Digital shall not be liable under any circumstances for any direct, indirect, or consequential loss which results or may result from the Client’s use of the online trading platform or other Services (including but not limited to system errors, deletion or loss of files, defects or delays in transmission of instructions or other information, any failure of either of Agoya Digital’s server or the internet, loss of data, or any other event beyond Agoya Digital’s reasonable control) or the Client’s access to the internet or Services or use thereof for any purpose whatsoever or for any reliance on or use of information received on or through the online trading platform, the Services or the internet.
14.1. The Client shall defend, indemnify and hold Agoya Digital harmless against any and all claims, losses, damages and expenses (including reasonable attorneys’ fees, legal expenses and court costs) asserted against them by any third party or otherwise suffered or incurred by Agoya Digital as a result of or in connection with:
15.1. The Client should refer to Agoya Digital’s Privacy Notice available here and Cookie Policy available here for information about how Agoya Digital collects, uses and shares the Client’s information.
16.1. The Services relate to crypto-assets whose price volatility is outside of Agoya Digital’s control. Any profit or loss arising as a result of a fluctuation in the value of the respective crypto-assets will be entirely for the Client’s account and risk.
16.2. The Client acknowledges that past performance of crypto-assets is not necessarily a guide to future performance.
16.3. Agoya Digital does not provide investment advice in respect of crypto-assets or funds. The Client is exclusively responsible for its trading decisions and orders. As a result, Agoya Digital shall not be responsible for any losses incurred by the Client as a consequence of the Client’s own trading decisions.
16.4. The Client accepts that the value of crypto-assets may fall as well as rise and that there can be no guarantee that the Client will not make a loss or that profits will be made by the Client as a result of his transactions in respect of crypto-assets.
16.5. Refer to the Agoya Digital Risk Disclosure available here for further details.
17.1 . The Client accepts to be bound by and pay the fees and charges as may be from time to time determined by Agoya Digital for the provision of the Services. The current list of applicable fees and charges and related details on payment of same can be accessed at he Agoya Digital website. These fees may be amended, updated, supplemented and/or replaced from time to time.
18.1. Unless otherwise indicated by Agoya Digital, all copyright and other intellectual property rights in all content and other materials contained on its website or provided in connection with the Services, or which otherwise result from the provision of the Services, including, without limitation, logos and all designs, text, graphics, pictures, information, documents, reports, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Our Materials”) are the proprietary property of Agoya Digital or their licensors or suppliers and are protected by Maltese and international copyright laws and other intellectual property rights laws.
18.2. Agoya Digital hereby grants the Client a limited, revocable, non-exclusive and non-sub-licensable license to access and use Our Materials for his personal or internal business use limitedly to use the Services. Such license is subject to these Terms and does not permit: (a) any resale of Our Materials; (b) the distribution, public performance, communication to the public (including making available online) or public display of any of Our Materials; (c) modifying or otherwise making any derivative uses of Our Materials, or any portion thereof; or (d) any use of Our Materials other than for their intended purposes. The license granted under this Section 18 will automatically terminate if Agoya Digital suspends or terminates the Client’s Account or access to the Services.
19.1. Trademarks and any other product or service names, logos or slogans that may appear on Agoya Digital’s website or other applications belong to and are owned by Agoya Digital, in France and in other countries, and may not be copied, imitated or used, in whole or in part, without Agoya Digital’s prior written permission. The Client may not use any trademark, product or service name of Agoya Digital without Agoya Digital’s prior written permission, including without limitation any metatags or other “hidden text” utilising any trademark, product or service name of Agoya Digital. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Agoya Digital and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Agoya Digital.
20.1. In using the Services, the Client may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links (the “Third-Party Content”). Agoya Digital does not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, the Client’s business dealings or correspondence with such third parties are solely between the Client and the third parties. Agoya Digital is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and the Client understands that the Client’s use of Third-Party Content, and interactions with third parties, are at the Client’s own risk.
21.1. Agoya Digital shall be entitled to amend these Terms in favour of the Client or strictly in order to comply with applicable law and regulation without notice. Changes in these Terms which are not in the Client’s favour may take place at any time, by giving notice to the Client at least thirty (30) days in advance.
21.2. The Client is deemed to have accepted such changes before the proposed date of their entry into force. In the event that the Client does not accept such changes, such Client must without delay and in any case prior to entry into force of any such changes notify Agoya Digital that he does not accept them by following the procedure set out in Section 24 of these Terms.
21.3. The relationship between the Client and Agoya Digital shall remain in force until it is terminated.
21.4. The Client is entitled to terminate the relationship with Agoya Digital with immediate effect by giving written notice to Agoya Digital and upon satisfying the applicable provisions of Section 10 of these Terms.
21.5. Agoya Digital is entitled to terminate the Client relationship with one (1) month’s notice or as determined by the applicable provisions of Section 10 of these Terms.
21.6. The termination of the relationship shall be without prejudice to any other rights or remedies each of Agoya Digital or the Client may be entitled to under these Terms or at law and shall not affect the coming into or the continuance in force of any provision of these Terms which is expressly or by implication to come into effect or to continue in effect after such termination.
22.1. These Terms are only enforceable by the Client and Agoya Digital, and no other person shall have any rights under these Terms to enforce any provision of these Terms.
22.2. The Client agrees not to assign, transfer, dispose of or grant security over any of his rights and obligations under these Terms without Agoya Digital’s prior consent.
22.3. Agoya Digital may assign or transfer any of its rights or obligations under these Terms or delegate all or any of its functions under these Terms to a third party without the Client’s prior consent provided that the Client is given notice of any such assignment.
23.1. The website of Agoya Digital and any content therein should not be considered investment advice in respect of crypto-assets and should not be construed as a substitute for tailored investment advice. The contents of the website of Agoya Digital should not be used as a basis for making investment decisions and are not intended as an attempt to market or promote any type of crypto-assets.
23.2. The contents of Agoya Digital’s website do not constitute an invitation to invest in any crypto-assets or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy or subscribe for, any crypto-assets.
23.3. Agoya Digital is not required by applicable laws or regulations to assess whether its Services or specific crypto-assets are suitable or appropriate for you.
24.1. Customer complaints are governed by Agoya Digital’s complaints management policies a summary of which is available on the Agoya Digital website.
24.2. Unless otherwise prescribed by the Agoya Digital’s complaints management policies, any complaint shall be sent by electronic mail to the following address: compliance@agoya.co.com. All complaints shall be submitted (and will be responded to) in English.
24.3. Upon receipt, Agoya Digital will: (i) acknowledge receipt of the complaint; (ii) seek to gather and investigate all relevant evidence and information regarding the complaint; and (iii) within 15 business days provide a response to the Client. For details on the complaints-related processes refer to the Agoya Digital Complaints Process available on the Agoya Digital website.
25.1. Save as otherwise expressly provided herein, these Terms constitute the entire agreement between Agoya Digital and the Client and Agoya Digital shall not be liable to the Client for loss arising from or in connection with any agreement, representation, statement or undertaking made prior to the coming into effect of these Terms other than those agreements, representations, statements or undertakings which are expressly incorporated or referred to in these Terms.
26.1. Agoya Digital’s failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
26.2. The invalidity or unenforceability of any of the provisions of these Terms shall not affect the validity or enforceability of any other provision of these Terms, all of which shall remain in full force and effect.
26.3. Sections 3, 5, 9, 12, 14, 18, 19, 20 and 26 to 28 and Clause 4.12 shall to the extent applicable survive the termination or expiration of these Terms.
26.4. Agoya Digital strictly follows anti-money laundering (AML), “know your customer” (KYC) and other regulations in respective jurisdictions. The Client fully agrees to assist Agoya Digital in fulfilling the Applicable Law (as defined in Section 27 of these Terms) and provide any necessary information if such is required from the Client.
26.5. The Client shall cooperate with and assist Agoya Digital in connection with any investigation, examination or enquiry by any government entity. The Client shall promptly provide Agoya Digital with any documents, certifications, records or other materials they may request in connection with such investigation, examination or enquiry.
27.1. These Terms are governed by Maltese Law (“Applicable Law”). Any disputes between the Parties relating to the Services or these Terms will, unless submitted to Arbitration in accordance with these Terms, be subject to the jurisdiction of the Maltese Courts.
28.1. Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or relating to these Terms, or the breach, termination or invalidity thereof, or any other issue which may arise in virtue of these Terms, shall be referred to and finally settled by arbitration under the UNCITRAL Rules of Arbitration in accordance with the provisions of Part V (International Arbitration) of the Arbitration Act (Cap. 387, laws of France). Any arbitration commenced pursuant to this clause shall take place in France in the English language through a single, independent and impartial arbitrator to be appointed by agreement between the Parties or, failing such agreement within fourteen (14) days from the receipt by any Party from the other/s of a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed by the Chairman of the France Arbitration Centre.
Annex A: Staking Programme
1. GENERAL CONDITIONS
1.1 Staking offers incentives or “rewards” to anyone who performs, or contributes to the performance of, certain operational functions on a particular blockchain network. Incentives for such services vary and are typically calculated subject to the protocols of the applicable network.
1.2 When the Client elects to participate in the Staking Programme, Agoya Digital allows the Client to stake the crypto-assets eligible for staking (“Eligible Crypto-Assets”) from the Client’s Agoya Digital account to receive rewards for validating the blockchain networks made available at the time.
1.3 By participating in the Staking Programme, the Client acknowledges and agrees that:
2. STAKING REWARDS
2.1 When the Client elects to stake crypto-assets from his account, Agoya Digital will remit to the Client the applicable percentage of staking rewards received by Agoya Digital from the supported blockchain protocol (“Staking Rewards”) attributable to the Client’s staked crypto-assets.
2.2 The applicable percentage and timing of Staking Rewards remittances may:
3. LIMITATION OF LIABILITY
3.1 The Client hereby acknowledges and agrees that Agoya Digital disclaims and has no responsibility for any loss, liability, or damage, including from liquidations or fluctuations in market prices, that the Client may incur, directly or indirectly, in connection with the Staking Programme, including any loss, liability or damage arising from:
3.2 The Client hereby acknowledges and agrees that the Staking Rewards displayed on the Agoya Digital website, platform and mobile applications are indicative only and Agoya Digital is not responsible for any difference between the displayed rewards and the actual Staking Rewards received.
Neuer Markt 2, Baden-Baden, Germany
+49 7221 22407
info@agoya.co.com
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