Last Updated: April, 2021
You are prohibited from signing up for an Account or using the Services (as defined below) or the Site (as defined below) if you are a citizen, national or resident, or located in, incorporated in, or otherwise organized, established in or under the control of: (i) Balkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, Myanmar, North Korea, South Sudan, Sudan, Syria, the United States of America and its territories, or Zimbabwe; (ii) any State, country or other jurisdiction that is embargoed by the United States of America; (iii) any State, country or other jurisdiction where it would be illegal according to Applicable Law for you, by reason of your nationality, domicile, citizenship, residence or otherwise, to access or use the Services; or (iv) any State, country or other jurisdiction where the publication or availability of the Services is prohibited or contrary to local law or regulation, or could subject Tennet to local registration or licensing requirements (together, the “Restricted Jurisdictions”).
Tennet may, in its sole discretion, implement controls to restrict access to the Services in any of the Restricted Jurisdictions. If Tennet determines that you are accessing the Services from any Restricted Jurisdictions, or have provided false representations as to your location, place of incorporation, establishment, citizenship or place of residence, Tennet reserves the right to immediately close your Account and liquidate any open positions.
DEFINITIONS AND INTERPRETATION
Definitions. in this term of use, unless the context otherwise requires:
- “Account” means an account registered with us enabling you to use the Services.
- “AML Policy” means our internal anti-money laundering policy, as varied or amended by us from time to time in our sole discretion.
- “Business Day” means a day which is not a Saturday, a Sunday, or an official public holiday in Labuan, Malaysia.
- “Clearly Erroneous Transaction” means a transaction (whether or not filled, executed, matched or completed), based upon the Market Data, for a purchase or sale of Digital Assets which is substantially inconsistent with the prevailing market price at the time of execution
- “Digital Assets” means a digital asset or virtual currency based on the cryptographic protocol of a computer or blockchain network that may be (a) expressed as a unit; (b) not denominated in any currency; (c) used as a medium of exchange accepted by the public or a section of the public, as payment for goods or services or the discharge of a debt; (d) transferred, stored or traded electronically; (e) centralized or decentralized; and (f) closed or open source.
- “Fee Schedule” means the fee schedule set out on this webpage (https://www.tokenomy.com/fee), as varied or amended by us from time to time in our sole discretion.
- “Market Data” means, with respect to the Digital Assets tradeable through the Services, the bid prices, ask prices, trade prices, trading volume and other trade-related data made available or accessible on the Site or through the Services.
- “Order” means an order to buy and/or sell one Digital Asset for another Digital Asset using the Spot Exchange.
- “security interest” means any mortgage, pledge, lien, hypothecation, assignment, deed by way of security, contractual right of set-off, title retention, security interest or other arrangement, charge (whether fixed or floating), assignment or encumbrance of any kind whatsoever conferring security or the economic effect of which is to confer security, howsoever created or existing.
- “Services” refer to various services provided to you by us via the Site, including, but not limited to, Spot Exchange, Contract Trading, Earn, Loan, Launchpad, and any other services we may make available from time to time on the Site
- “Site” means the website located at https://exchange.tokenomy.com, or any of our associated websites, application programming interface (API) or applications.
- “Spot Exchange” means the spot exchange service provided through the Site to enable users to exchange one type of Digital Asset for another type of Digital Asset.
Interpretation. in this term of use, unless the context otherwise requires:
- the singular includes the plural and the plural includes the singular;
- references to a document includes all amendments or supplements to, or replacements or novations of, that document;
- references to a party to a document includes the successors and permitted assigns;
- references to “dollars” or “$” refers to the lawful currency of the United States;
- a reference to any legislation includes all delegated legislation made under it and amendments, consolidations, replacements or re-enactments of any of them; and
- the expression “including” or similar expression does not limit what else is included
- Definitions. in this term of use, unless the context otherwise requires:
Eligibility. The use of our Services is subject to you complying with all of the following conditions:
- if you are an individual, you must be an individual of at least 18 years old and you are not a citizen, national or resident, or located in, incorporated in, or otherwise organized, established in or under the control of a Restricted Jurisdiction;
- if you are a legal entity, you are duly organized and validly existing under the applicable laws of your jurisdiction of organisation and the individual accessing and/or using the Site have been duly authorized by you to act on your behalf and bind you;
- no laws applicable to you prohibit your use of the Services or generally the buying, selling and/or holding of any Digital Assets; and
- all such other conditions as is set out herein and as we may from time to time notify you of on the Site
Compliance. You agree and undertake to:
- pay to us the fees set out in the Fee Schedule, and in this regard, you authorize Tennet to automatically deduct from your Account any applicable fees that you owe to us from time to time.
- Support. If you require any assistance with the Services, you may contact us. We make no representation or warranty on the level of support we will provide to you.
- Eligibility. The use of our Services is subject to you complying with all of the following conditions:
- Opening. In order to use the Services, you must open an Account by providing us with your name, email address, password and such other information and documents as we may from time to time require. We may, in our sole discretion, refuse to open an Account for you or limit the number of Accounts that you may hold.
- AML Clearance. You agree to provide us with all information and documents as we may request from time to time or require in connection with the opening and ongoing maintenance of your Account as well as in compliance with our AML Policy. We may make such further inquiries as we deem necessary (whether directly or through third parties) to verify your identity and in connection with our AML Policy. You must under no circumstance allow any person (other than yourself) to use the Services through your Account. You must be the sole legal and beneficial owner of all Digital Assets deposited into or linked with your Account
- Access. Your Account will be secured through the use of such login credentials and other forms of authentication as we may from time to time require. In connection with the security of your Account, we may from time to time prohibit access to your Account from or by any device which we in our sole discretion deem to be a risk to the security of your Account. You are solely responsible for the security of your Account login credentials and other forms of authentication and must keep all login credentials and other forms of authentication strictly secret and confidential and not disclose this information to any third party. You will take appropriate steps to logout from your Account at the end of each visit to the Site. You are responsible for all activities that occur in or through your Account, and you shall have no claim against us in connection with us acting in reliance on the instructions given or sent from your Account. It is your responsibility to ensure that any instructions, orders or transactions sent to us are well-formatted, clear and accurate.
- Unauthorized Use.If you suspect or become aware of any unauthorized use of your Account login credentials, including your username and password, you should notify us immediately. We assume no liability for any loss or damage arising from the use of your Account by you or any third party with or without your authorization.
- You may not be able to use the Services; and
- notwithstanding section 5, all deposits and withdrawals of Digital Assets credited to the Account shall not be allowed. Any waiver or exception to the aforesaid shall be in our sole and absolute discretion on a case-by-case basis.
- where your account is subject to any investigation or court order, we will inform you of the manner in which the Digital Assets which are credited to your Account may be withdrawn; and
- in all other cases, we will return the Digital Assets to the address from which it was received or, where the Digital Assets address is unavailable, we will request for an address to which we can return the Digital Assets. If we do not receive a response from you within one (1) year from the date of our request, the Digital Assets shall be regarded as a donation and all rights, title and interests shall be deemed vested in us.
- Access. You will require an Internet connection as well as the necessary equipment (such as a computer, smartphone or tablet) in order to use and access the Services via the Site.
- Supported Digital Assets. We shall have the sole and absolute discretion to (a) determine and allow the buying, selling and/or trading of any Digital Assets using the Services; or (b) delist, suspend or remove any Digital Assets from being bought or sold using the Services.
- Unsolicited Transfers. If we receive any Digital Assets which are not buyable or sellable using the Services in a Digital Assets address which we control, the Digital Assets will be regarded as a donation and all rights, title and interests shall be deemed vested in us. If we receive any Digital Assets which are supported by or tradeable through the Services in a Digital Assets address which we control, you may submit a request to claim for such Digital Assets and we may ask that you execute additional transfer(s) (or such other actions as we deem necessary) to satisfy us of your ownership of the Digital Assets. If no claim is submitted to us within one (1) month from the date the Digital Assets were transferred to us, the Digital Assets will be regarded as a donation and all rights, title and interests shall be deemed vested to us. Any waiver or exception to the aforesaid shall be in our sole and absolute discretion on a case-by-case basis.
- Sole Discretion. We may, in our sole discretion, correct, withdraw, reverse or cancel any order, trade, transfer, or other transaction or activity with respect to which we have discovered that there was an error or abnormality, whether such error or abnormality was caused by you, us, or a third party or due to technical issues, system issues, software failure or otherwise.
- Security Interest. All Digital Assets and assets of any kind held by or on behalf of us for your account are hereby pledged to us and are subject to a perfected first priority lien and security interest in our favour to secure performance of obligations and liabilities to us under these Terms of Service and/or any other agreement you may have with us.
- Account Deficit. If your Account incurs a deficit for whatsoever reason, margin interest rates will apply until the balance is repaid, and we have the right to treat that Account as a margin account. You agree to pay reasonable costs of collection for any unpaid deficit (including, but not limited to, any legal fees).
DEPOSITS, WITHDRAWALS AND CUSTODY
- Digital Asset Deposits. You may deposit Digital Assets into your Account by submitting a request to us through the Site and executing the transfer on the network of the Digital Assets being deposited from your wallet into our designated wallet. Subject to any disruption or congestion on the Digital Assets network, deposits of Digital Assets will be credited following the requisite number of network confirmations having occurred on the blockchain of the Digital Assets.
Digital Asset Withdrawals. You may withdraw Digital Assets credited to your Account by submitting a request to us through the Site. Subject to any additional reconciliation and other procedures on our end:
- Digital Asset withdrawals will be processed as soon as we receive your request;
- we shall be entitled to rely on the details of the request submitted to us; and
- we shall not be liable for the Digital Assets once the Digital Assets have been sent to the wallet address submitted by you.
- Fiat Deposits and Withdrawals. Fiat currency cannot be deposited into or withdrawn from your Account or through the Services. The Services does not support the buying or sale of any Digital Assets in exchange for fiat currency.
- Custody. The Digital Assets which you may from time to time deposit into your Account will be held by us and/or our authorized third party digital asset custodian, and may not be segregated from other Digital Assets held by us, our authorized third party digital asset custodian and/or our other users.
- Tracking. We will track the balance and ownership of the Digital Assets of each Account, and show you details of the same through the Site. In the event of any errors, you must within seven (7) days inform us of the error.
- You may place an Order using the Services. An Order once placed is binding upon you.
- All Orders are pre-funded and you are not permitted to place an Order unless you have the sufficient quantity of Digital Assets credited into your Account to satisfy your Order.
- When you place an Order, the full quantity of Digital Assets required (including any fees) are placed on hold in your Account until your Order fills, expires or is cancelled. Any unfulfilled portion of your Order will remain on hold until it fills, expires or is cancelled
- You acknowledge and agree that you may submit a request to cancel your submitted Order, but that the Order may not be cancelled prior to it filling (in whole or in part) and that we are not liable to you for the completion of an Order after you have submitted a cancellation request. It is your sole responsibility to cancel any Order (in whole or in part) that you do not wish to be filled.
- We do not represent, warrant, undertake or guarantee that any Order that you place will be filled.
- We reserve the right to cancel any Order (in whole or in part) for any reason, in our sole discretion, including (without limitations) the Order being materially unmarketable, the Order being unfilled for an extended period of time, or the Order being a Clearly Erroneous Transaction
- All Orders may be subject to further review or approval by us. We will use commercially reasonable efforts to review all Orders subject to further review or approval by us, but shall not be liable for any delays. We may require that you authenticate and give us a further confirmation of the Order (whether through the Site, via telephone or otherwise).
- Settlement. Once an Order is filled, executed or matched (in whole or in part), it will settle immediately and be recorded by us. All Orders will be filled, executed and matched in our sole discretion.
- Recordkeeping. We will maintain records of the transaction history of each Account for a minimum of six (6) years from the date that the transaction was made.
- Clearly Erroneous Transactions. We shall have the right at any time to declare any Clearly Erroneous Transaction as null and void (in whole or in part) notwithstanding that you and/or the counterparty may not agree to cancel or modify it.
- Market Data. Market Data is generated based on our trade matching algorithm, and may include, reference and/or be derived from our service providers.
- Rights. All rights, title and interests in and to our Market Data shall remain our exclusive property.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
Warranties and Undertakings. You represent, warrant and undertake to us as follows:
- The entry into and performance by you of your obligations hereunder do not and will not conflict with or result in a breach of any law, regulation, order, judgment or decree of any court, governmental authority or regulatory body applicable to you.
- You will comply in all respects with all laws and regulations applicable to you in relation to your use of the Services.
- All information and documents as you may from time to time submit to us are true, accurate, authentic and not misleading in any manner.
- Your Account must only be used by yourself and you must not allow any other person to use your Account or to use the Services through your Account.
- You are the sole legal and beneficial owner of all Digital Assets deposited into, held under or linked with your Account.
- Except with our prior written consent, you will not pledge, encumber or create any security interests over any of your Digital Assets which are deposited into your Account or held with or by us.
- You have not previously been suspended or removed from using any of the Services.
- You are not located in, incorporated or otherwise established in, under the control of, or a national or resident of any Restricted Jurisdictions and your use of the Services does not constitute a breach of applicable law.
- The Services should only be used by you if you (a) have knowledge and experience in highly volatile markets; (b) are trading with Digital Assets that you can afford to lose; and (c) have a high risk tolerance.
- Your use of any of the Services is at your own risk. We are not liable for any damages arising out of your use of any of the Services.
- You will not be involved with or initiate any form of market manipulation, including but not limited to spoofing orders.
- You agree to such other conditions as are set out herein and as we may from time to time notify you of on the Site.
- Warranties and Undertakings. You represent, warrant and undertake to us as follows:
- No Infringement. You must not infringe upon any of our intellectual property or that of any third party. All contents of, and materials located on, this Site, including but not limited to the text, images and other information herein and their arrangement, are protected by copyright, trademark and other proprietary rights of Tennet and where applicable, the proprietary rights of relevant third party providers. This means that you shall not without the express written consent of Tennet distribute the text or graphics to others or for any unlawful or unauthorized purpose; "mirror" or include this information on your own server or documents; or modify or re-use the text or graphics on this system. “Tokenomy” and “Tokenomy.com” and all logos related to “Tokenomy” or displayed on the Site are the trademarks or registered marks of Tennet and/or our licensors. You may not copy, imitate or use them without our prior written approval.
Disclosure to Us. Each time you disclose any personal data to us, you are representing and warranting to us that:
- Disclosure by Us. If required by any tax authority or under any applicable laws, information on your Account (including your identity and transaction history) may be disclosed by us to such tax or other relevant authority. You hereby consent to all such disclosure.
- No Warranties. The Services are provided on an “AS IS,” “WHERE IS” and “AS AVAILABLE” basis without warranties of any kind whatsoever. We expressly disclaim any and all warranties (whether express or implied) including, but not limited to, the implied warranties of accuracy, completeness, security, merchantability, satisfactory quality, functionality, fitness for a particular purpose, availability, title, freedom from malicious code and non-infringement.
Disclaimer of Liabilities. To the fullest extent permissible under applicable laws, we expressly disclaim (and you expressly release us from) all liabilities for:
- the truth, accuracy, adequacy, completeness or reasonableness of any content contained in or accessed through the Services;
- the Services being uninterrupted or free from errors, loss, corruption, attack, virus, interference, hacking or other security intrusions;
- any act, omission or loss suffered by you following a period of any unavailability of the Services or the Site (such as, but not limited to, significant changes in the market conditions and prices during the period of Services unavailability);
- any act, omission or loss suffered by you with your use or attempted use of the Services or the Site;
- any act, omission or loss arising from any instructions given from your Account which we have relied and/or acted upon;
- any Order erroneously submitted by you which is subsequently filled, executed or matched (in whole or in part);
- losses arising from your failure to fulfil any of your obligations hereunder;
- loss of profits, loss of anticipated savings, loss of business, loss of opportunity, loss of revenue, loss of time, loss of goodwill or injury to reputation, and loss of or harm to data, whether direct or indirect, nor for any punitive, indirect, consequential or special losses, howsoever caused and whether foreseeable or not;
- losses arising from any breach of applicable data protection laws due to your failure to obtain and maintain the relevant consents in order for us to provide the Services pursuant to the provisions hereunder;
- loss of data, information and records (howsoever caused) and computer malfunction;
- loss arising from any cause whatsoever through no fault of us (including, but not limited to, any computer or system virus interference, sabotage or any other causes whatsoever which may interfere with your computer systems, and any loss of, destruction to or error in your data, information and records, howsoever caused); and
- any claims, demands or damages (whether actual, consequential or otherwise) of any kind or nature arising out of or in any way connected with any dispute you may have with one or more users of the Services.
- Internet Trading Disclaimer. The Internet is, due to unpredictable traffic congestion and other reasons, an inherently unreliable medium of communication and that such unreliability is beyond the control of Tennet. You acknowledge that, as a result of such unreliability, there may be delays in the transmission and receipt of Orders, instructions and other information which may result in delays in the execution of Orders or instructions and/or the execution of Orders or instructions at prices different from those prevailing at the time the Order or Instructions were given. You further acknowledge and agree that there are risks of misunderstanding or errors in any communication and that such risks shall be absolutely borne by you. You acknowledge and agree that it will not usually be possible to cancel an Order after it has been placed.
- No Professional Advice. You acknowledge and agree that we do not provide any investment, financial, accounting, valuation, tax, legal or other professional advice. All decisions to buy, sell or trade any Digital Assets using the Services are made solely by you, and you are fully responsible for all such decisions.
- Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities.
- Protocol and Networks. We do not own or control the underlying software protocols of the Digital Assets networks which govern the operation of the Digital Assets. You acknowledge and agree that: (a) we shall not be responsible for the operation of the underlying protocols; and (b) we make no representation, warranty, undertaking or guarantee whatsoever with respect to their security, merchantability, satisfactory quality, functionality, fitness for a particular purpose, availability, title, freedom from malicious code or non-infringement.
Indemnity. You agree to indemnify us, our related corporations, our (and our related corporations’) officers, directors, employees, and agents (together, the “Indemnified Parties”) against any and all claims, damages, losses, obligations, deficiencies, judgments, awards, demands, penalties, taxes, expenses, disbursements, costs, fines and other liabilities (including, but not limited to, any expenses of investigation and legal fees and expenses in connection with any action, suit or proceeding) suffered or incurred by any of the Indemnified Parties arising out of or in connection with:
- any misrepresentation or breach of any representation, warranty, undertaking or agreement made by you hereunder;
- any infringement of any intellectual property rights as a result of any of your acts or omissions;
- any breach of applicable data protection laws as a result of any of your acts or omissions.
- Trading Halts. We may at our sole discretion halt any of the Services and/or the Site for any reason (including, but not limited to, maintaining an orderly market or due to market disruption). We hereby disclaim, and you hereby irrevocably release us from, all liability for any profits or losses (whether actual, claimed or otherwise) whatsoever as a result of such trading halt.
Risk Acknowledgement. You acknowledge and agree that:
- the Digital Asset market is novel and may not continue to grow;
- you may face difficulties or the impossibility of liquidating your positions under certain market conditions;
- the trading, lending, borrowing, holding of and/or otherwise dealing with Digital Assets entails exceptionally high risks. In particular, Digital Assets may be traded non-stop throughout the day and there may be no limit on price changes. The price may be prone to significant fluctuations caused by, without limitation, market participants or government policies in different jurisdictions;
- a considerable loss may be sustained or incurred whilst trading, lending, borrowing, holding and/or otherwise dealing with Digital Assets;
- Digital Assets may be unregulated and the trading, lending, borrowing, holding of and/or otherwise dealing with Digital Assets may be deemed illegal in certain jurisdictions;
- you are advised to seek and obtain appropriate legal, financial, tax, investment and other professional advice prior to using any of the Services;
- Digital Assets may not be issued by any central bank, financial institution or by us; and
- Digital Assets and their underlying protocol may be susceptible to security breaches and government policies. You acknowledge and agree that the risks associated with Digital Assets 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).
- Independent Limitations. Each qualification and limitation in this section 11 shall be construed independently of the others and shall not be limited by any other qualification or limitation.
UNDERLYING SOFTWARE PROTOCOLS
- No Responsibility. We do not own or control the underlying software protocols which govern the operation of Digital Assets supported on our platform. The underlying protocols are generally “open source” and anyone can use, copy, modify, or distribute them. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security, or availability. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset in your Account may change.
- Event of a Fork. The underlying software protocols are subject to sudden changes in operating rules (a "fork"), and such a fork may materially affect the value, function, and/or the name of the Digital Asset in your Account. It is your responsibility to make yourself aware of, and consider how to deal with, an upcoming fork. Where possible, we may provide you with notices or alerts on a fork in accordance with Section 14.1 below and you must read such notices or alerts received from us to consider how to deal with any such upcoming fork. In the event of a fork, there is a risk that we may need to temporarily suspend operations in relation to that fork without providing advance notice to you. We may, in our reasonable discretion, decline to support either or both branches of a fork. You acknowledge the risks presented by a fork and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.
CHANGES AND MODIFICATIONS
- a condition such as natural disaster, act of war or terrorism, riot, labour condition, governmental action, and disruption or disturbance of the Internet or energy sources that was beyond our reasonable control; or
- any Site failure or unavailability of the Services.
- Link to Third Party Sites. Links to other third party sites may be provided on the Site or through your use of the Services and Tennet makes no representations whatsoever about any such third party sites. You acknowledge and agree that (a) such links do not constitute an endorsement; (b) we have no control over such websites or their content; and (c) we shall have no liability arising out of or related to such websites or the accuracy or quality of any such content. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. Tennet makes no representation or warranty as to any third party products.
- Linking to This Site. No hyperlinks to the Site or any of the internal or subsidiary pages within the Site, or framing of any content in the Site, shall be made by anyone unless with the prior consent of Tennet. Without prejudice to any of its other rights, Tennet may, upon discovering such unauthorized linking or framing, disable such links or frames.
- Submission of Information. By providing information (such as feedback, data, answers, questions, comments, suggestions, plans or ideas) to Tennet, you agree that such information shall be non-confidential and that Tennet shall have unlimited rights to use, distribute, reproduce, and disclose such information worldwide as Tennet deems appropriate, without compensation or acknowledgement of its source. Tennet shall be free to use any ideas, concepts, know-how or techniques contained in information which you provide to Tennet through this Site, including but not limited to developing, manufacturing, and marketing products or services incorporating or otherwise based on such information.
- We shall be entitled to, at any time without notice to you and from time to time without prejudice to any other remedies available to us, set off any amounts due to you against any obligation owed by you to us, whether present or future, actual or contingent, liquidated or unliquidated, primary or collateral, several or joint.
- If there are any negative balances in your Account, we reserve the right to deduct the necessary amount of Digital Assets from your Account to set off against such negative balances.
- Assignment. You may not assign or transfer any of your rights, interests, licenses and/or obligations to anyone else. We may assign or transfer any of our rights, licenses, interests and/or obligations at any time to anyone, including as part of a merger, acquisition or other corporate reorganization.