Contracts Exchange Agreement
This Contracts Exchange Services Agreement (“Agreement”) is an agreement between you and Tennet Technologies Inc. (“Tennet”), a company incorporated under the Labuan Companies Act 1990 of the Labuan Financial Services Authority in the Federal Territory of Labuan, Malaysia.
Tennet’s Contracts Exchange (“Contracts Exchange”) provides our customers with the opportunity to potentially buy and sell derivative contracts referencing one or more types of underlying Digital Assets (“Contracts”), on the terms and subject to the conditions set out in this Agreement.
Any person located in any of the Restricted Jurisdictions are strictly prohibited from using the Contracts Exchange provided herein.
1. CONTRACTS EXCHANGE
1.1. Eligibility. To be eligible for the Contracts Exchange, you must satisfy all of the following conditions:
1.1.1. you must be eligible for and have a valid and operating Account.
1.1.2. you must provide all Collateral (as defined below) as may be requested by us from time to time.
1.1.3. you must comply with all of our verification, authentication, margin eligibility, credit worthiness and other checks and procedures; and
1.1.4. such other terms and conditions as may be set out on the Site or otherwise.
1.2. Application. You may be entitled from time to time to apply for permission to access and use the Contracts Exchange using the Site. Each application shall be subject to our approval, this Agreement to such additional terms and conditions as we may impose. By using the Contracts Exchange or by submitting an application, you are representing, warranting and undertaking to us that you have read and agree to be bound by all supplemental information and policies relating to the operation of the Contracts Exchange.
1.3. Fees. Fees may be charged by us in connection with your use of the Contracts Exchange. You must pay us all interests and other fees in accordance with our Fee Schedule (including, but not limited to, interests on debit balances in your Account).
1.4. Representations, Warranties and Undertakings. You represent, warrant and undertake to us that:
1.4.2 You fully understand the risks of Contracts trading and the risk of adverse outcome when leverage is used.
1.4.3 You possess sufficient investment knowledge and experience with Contracts trading.
1.4.4 You have the capacity to assume risks arising from Contracts trading and shall independently assume all risks, losses and liabilities arising from Contracts trading.
1.4.5 Before trading any Contracts, you have obtained independent and relevant professional advice and will make informed decisions on whether and how to trade Contracts based on the independent and relevant professional advice you have obtained and your own reasonable judgment.
2.1. Requirement. When you trade Contracts, we may require that you maintain certain type(s) and quantity(ies) of Digital Assets in a margin account maintained with us to act as security (“Collateral”). Unless we agree otherwise in writing, Collateral must be provided in full before you may effect or continue any Contracts trading. All Collateral shall be held by us as continuing security and shall be subject to a general lien and right of set off in favour of us for any and all deficiencies, losses and other liabilities owing to us (whether actual or contingent) under this Agreement or otherwise. We may realise any of the Collateral in accordance with this Agreement.
2.2. Maintenance of Sufficient Collateral. Margin transactions are subject to the Collateral requirements at all times. We may in our sole discretion modify the Collateral requirements for any or all of our customers at any time for any open or new positions at any time. You must monitor your Account to ensure that you meet the Collateral requirements continuously at all times. You must, without notice or demand, maintain sufficient Collateral and satisfy whatever Collateral requirement is calculated by us at all times continuously. Should any formula or basis of calculation be provided on the Site, they are only indicative and may not reflect actual Collateral requirements.
2.3. No Obligation to Notify. We shall not be under any obligation to notify you of any failure to meet Collateral requirements prior to us exercising our rights under this Agreement. You agree that (a) we will generally not issue calls for additional Collateral; (b) we are authorized, without notice or demand, to unilaterally close-out any part or all of the Digital Assets in your Account and/or in the collateral account in order to meet Collateral requirements; and (c) we are authorized, without notice or demand, to unilaterally transfer any Digital Assets in your Account into the collateral account to meet Collateral requirements.
2.4.1 “Close-out” means the sale, disposal, exchange and/or liquidation of any part or all of the Digital Assets in your Account and/or the collateral account.
2.4.2 If at any time the Collateral is insufficient to meet the Collateral requirements or is in deficit, we have the right in our sole discretion (but not the obligation) without prior notice to or any authorization from you at any time, in any manner and through any market or dealer (where applicable) to:
(a). transfer any Digital Assets in your Account into the collateral account to meet Collateral requirements;
(b). exchange any part or all of the Digital Assets in your Account and/or the collateral account for certain type(s) and quantity(ies) of Digital Assets and (to the extent not already held in the collateral account) transferring the same into the collateral account; and/or
(close-out all or any part of the Collateral and/or any Digital Assets in your Account.
You shall be liable and must promptly pay us for any deficiencies in your Account that arise from such transfer, exchange or close-out or that remain after such transfer, exchange or close-out. We shall have no liability for any loss sustained by you in connection with such transfer, exchange or close-out (including, but not limited to, any delay or failure to give effect to such transfer, exchange or close-out).
2.4.3 We retain sole discretion in determining the Collateral and/or Digital Assets to be transferred, exchanged and/or closed-out and the order and manner of transfer, exchange and/or close-out. We may transfer, exchange or close-out through any market or dealer. We or any of our affiliates may take the other side of the transactions consistent with laws and regulations. If we close-out any Collateral and/or Digital Assets in your Account, such close-out shall establish your gain/loss and remaining indebtedness to us (if any). You must indemnify and hold us harmless for all actions, omissions, costs, fees (including, but not limited to, legal fees on a full indemnity basis) and liabilities associated with any such transaction undertaken by us.
2.4.4 If we do not, for any reason, perform any transfer, exchange or close-out and issues a call for additional Collateral, then you must satisfy such call immediately by depositing additional Digital Assets to meet the Collateral requirements. You acknowledge and agree that even if we do issue a call for additional Collateral, this does not prejudice any of our rights under this Agreement (including, but not limited to, our right to transfer, exchange and/or close-out any part of all of the Digital Assets in your Account and/or in the collateral account).
2.5. Management. We shall have full and exclusive authority to manage your Collateral (including, but not limited to, the close-out for the purpose of repayment and compensation of any indebtedness, deficiency or loss owing to us). Should a close-out fail to make up for all losses incurred from our provision of Services to you, we reserve the right to other relief measures and remedies (including, but not limited to, freezing and debiting your Account and Digital Assets in your Account) and the right to hold you legally liable.
2.6.6 Withdrawal. You may not withdraw any Collateral and/or Digital Assets from your Account except after full repayment and discharge of the loan and all deficiencies and losses in your Account. We shall have the right in our sole discretion from time to time to apply and set off the Collateral and the Digital Assets in your Account against all deficiencies, losses and other liabilities owing to us (whether actual or contingent), before transferring the balance Digital Assets which comprised the Collateral and/or the Digital Assets in your Account (if any) to you.
2.7. Determination of Value. Margin requirements and the exchange rate and value of the Collateral, the Contracts and other Digital Assets shall be determined in real-time based on the prevailing market data reported by our Site. A percentage discount will be applied on the exchange rate of the relevant Digital Assets to account for volatility and to reflect the possibility of fluctuating exchange rates between the relevant Digital Assets. Save for manifest error or with our written approval, the exchange rate and value calculated based on such market data and with the relevant discount applied as aforesaid shall be final, conclusive and binding upon you. You must closely monitor the margin requirements at all time as fluctuations in the exchange rate and the value of the underlying position may cause a margin deficit.
3.1. Cash Settlement. Contracts are all cash-settled. You acknowledge and agree that:
3.1.1. Contracts may not be exercised and must undergo close-out by offset.
3.1.2. If you have not offset the position at least one (1) hour prior to the time specified for final settlement, we shall be authorized to undertake any of the following actions with respect to all or any part of your position in our sole discretion and credit or debit your Account accordingly:
(a) to close-out and offset the position;
(b) to sell any position into which the Contract position is converted upon expiration; and/or
(c) to liquidate the resulting position.
You must pay us for all costs and expenses incurred in connection therewith and shall indemnify and hold us harmless against any actions taken, or not taken, in connection therewith.
3.1.3. At expiration, your Account will be credited or debited (as the case may be) for the difference between the price of the Contract at final settlement and the strike price of the Contract.
3.1.4. You represent, warrant and undertake to us that you are informed and knowledgeable about the time specified for final settlement.
4. SUSPENSION OR TERMINATION OF THE CONTRACT EXCHANGE
4.1. Entitlement to Suspend or Terminate. We shall be entitled at any time to immediately suspend or terminate your Account or the Contracts Exchange (whether with respect only to you or with respect to all users) for whatsoever reason.
4.2. Actions upon Suspension or Termination. If your Account or the Contracts Exchange (whether with respect only to you or with respect to all users) is suspended or terminated for whatsoever reason:
4.2.1. we reserve the right to close-out all outstanding positions at such time and in such manner as we deem fit, and you shall have no claims against us against any profits and/or loss whatsoever arising therefrom; and
4.2.2. you must cease all further use of your Account and/or the Contracts Exchange.
5.1. You agree to conduct all trading, margin trading and/or borrowing on your own account and you claim full responsibility for your activities. We will not take any responsibility for any loss or damage incurred by you as a result of your use of the Services or the Site.
5.2. You acknowledge and agree that:
5.2.1. Trading markets are extremely volatile and can shift rapidly in terms of market depth, liquidity and trading dynamics. The use of leverage can work against you as well as work for you and can lead to large losses as well as gains.
5.2.2. Margin trading is highly risky and may result in a loss greater than what you have deposited into your account, and you understand and accept all risks involved with margin trades.
5.2.3. None of our employees, representatives or agents are authorized to provide any trading advice or recommendations.
5.2.4. You must maintain in your margin account a sufficient amount of Digital Assets to meet any minimum balance requirements to engage in margin trading or to return your loan in full in a timely manner. Failure to meet a minimum balance requirement or failure to return an outstanding loan can result in the forced liquidation of Digital Assets in your Account without notice to you.
5.2.5. You are not eligible for receiving forked coins split from any Digital Asset held in your margin account, even if you have not yet engaged in any margin trading or borrowing.
5.2.6. The loan carries risks and the value of your Digital Assets may drop. If the value of your Digital Assets drop below a certain level, you are responsible to respond to this market circumstance and may be required to provide additional Digital Assets to avoid the forced sale of Digital Assets in your Account.
5.2.7. Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market or there is a technical issue on the Site.
5.2.8. We can increase maintenance margin requirements at any time and are not required to provide you with advance written notice. The maintenance margin requirement can take effect immediately and may result in the issuance of a maintenance margin call. Your failure to satisfy the call may cause us to liquidate or sell Digital Assets in your Account.
5.2.9. Placing contingent orders will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.
5.2.10. There is no guaranteed measure against losses on margin trading and, as a borrower, you may sustain a total loss beyond what you have deposited to your margin account.
5.3. You acknowledge and agree that the risks associated with Digital Assets, Contracts trading and margin trading as set out in this Agreement is non-exhaustive and there may be additional risks not listed or foreseen by us. You have carefully assessed your financial standing and risk tolerance, and confirm that the risks are acceptable to you and that you are able to withstand any losses incurred in connection with such trading (including, but not limited to, the applicable margin requirements and transaction costs).