Last Updated: 28 June, 2021
These Limitlex Terms of Service (“Terms of Service”) are entered into between you (hereinafter referred to as “you”, “your” or “User”) and Limitlex Operators (as defined below).
In these Terms of Service a singular word includes the plural and vice versa; and a word which suggests one gender includes the other gender.
BY CLICKING THE ‘CREATE ACCOUNT’ BUTTON OR BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.
BY MAKING USE OF LIMITLEX SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF VIRTUAL CURRENCIES AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF LIMITLEX SERVICES AND TRANSACTIONS OF VIRTUAL CURRENCIES AND THEIR DERIVATIVES; AND (3) LIMITLEX SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
These Terms of Service comprise three categories (“Terms’ Categories”) as follows:
General Provisions apply to your use of our Website, Digital Platform, and Services;
Referral Program Terms (“Referral Terms”) apply to your use of the Referral Program.
Our products and services under these Terms of Service are provided through several Limitlex Operators as follows:
Limitlex Pro OÜ, incorporated and registered in the Republic of Estonia with registry code 14905615 and registered office address at Telliskivi tn 57d, 10412 Tallinn, Estonia; and
Limitlex Digital Ltd, incorporated and registered in the British Virgin Islands with company number 2061604 and registered office address at Intershore Chambers, Road Town, Tortola, British Virgin Islands.
(hereinafter referred as “Limitlex”, “we”, “us”, or “our”).
YOUR VERIFICATION LEVEL
YOUR COUNTERPARTY TO THE TERMS OF SERVICE
Limitlex Digital Ltd
Limitlex Digital Ltd
Limitlex Pro OÜ
Limitlex Pro OÜ
Limitlex Pro OÜ
Limitlex Pro OÜ
Each Verification Level has certain requirements and rights of using our Services as displayed on our Website and updated from time to time.
We reserve the right to change your Verification Level at any time at our sole discretion.
Notwithstanding anything to the contrary contained herein, you expressly and irrevocably agree that your sole and exclusive counterparty to the Referral Terms is Limitlex Digital Ltd.
UNDER THESE TERMS, LIMITLEX OPERATORS AND/OR YOUR COUNTERPARTY TO THESE TERMS OF SERVICE (AND/OR TO SPECIFIC TERMS’ CATEGORY) MAY CHANGE AS LIMITLEX’S BUSINESS ADJUSTS OR CHANGES, IN WHICH CASE, THE CHANGED OPERATORS AND/OR COUNTERPARTIES SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS OF SERVICE WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF LIMITLEX OPERATORS AND/OR TERMS’ CATEGORIES MAY BE EXPANDED DUE TO THE PROVISION OF NEW LIMITLEX SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE LIMITLEX SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS OF SERVICE WITH THE CHANGED OR NEWLY ADDED LIMITLEX OPERATORS AND/OR YOUR COUNTERPARTIES TO THESE TERMS OF SERVICE. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE TERMS’ CATEGORIES AND SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
I. GENERAL PROVISIONS
1.1. “Communications” means all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to User by Limitlex.
1.2. “Deposit/Withdrawal” means remittance of Virtual Currencies to/from Limitlex Account from/to external Third-party Service accordingly.
1.3. “Digital Platform” means a specially designed collection of websites (whose domain names include but are not limited to limitlex.com), software environment and associated software applications, mobile applications, clients, applets and other applications that are operated by Limitlex for your use of Services.
1.4. "External Account" means any Financial Account: (i) from which you may make payments of Fiat Currency to your Limitlex Account, and (ii) to which you may transfer Fiat Currency from your Limitlex Account.
1.5. “Feedback” is any feedback, suggestion, idea or other information or material regarding Limitlex or our Services that you provide, whether by email, posting through our Services or otherwise.
1.6. “Fiat Currencies” means any national currency, such as Euro, that may be used in connection with a purchase or sale of Virtual Currencies via the Services, and does not include any Virtual Currency.
1.7. "Financial Account" means any financial account of which you are the beneficiary that is maintained by a third party outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third-party financial institutions.
1.8. "Force Majeure Event" shall be understood as any event beyond Limitlex's reasonable control, including but not limited to the flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, suspension of bank accounts of any kind, extraordinary leaps of the course of Virtual Currency, communications, network or power failure, or equipment or software malfunction or any other cause beyond Limitlex's reasonable control.
1.9. "Funds" means Virtual Currencies and/or Fiat Currencies.
1.10. “Limitlex Account” means a User account accessible after the registration and verification process and via the Services where Virtual Currencies may be stored and/or operated by us on behalf of User and where User’s Fiat Currencies are operated by us in connection with User’s Transfers.
1.11. “Limitlex IP” means all and any copyright and other intellectual property rights in all content and other materials contained on the Digital Platform or provided in connection with the Services, including, without limitation, the Limitlex name, trademark, Limitlex logo and all designs, text, graphics, pictures, information, data, software, technologies, know-hows, sound and video files, other files and the selection and arrangement thereof.
1.12. "Market Value" means in respect of any particular Virtual Currency at any given time, the market value which the Digital Platform determines in its absolute discretion, which could be obtained by it on a sale of such Virtual Currencies at such time and in such market on which Virtual Currencies of the same type are normally dealt.
1.13. “Payment/Withdrawal” means remittance of Fiat Currencies to/from Limitlex Account from/to External Account accordingly.
1.14. “Referral Program” means a set of rules and protocols as set out in the Referral Terms, by which the User can receive rewards for promoting and referring our Services to new customers.
1.15. “Services” or “Limitlex Services” refer to various services provided to you by Limitlex that are based on Internet, blockchain and/or other computer technologies and offered via Limitlex websites, mobile applications, clients and other forms (including new ones enabled by future technological development). Services include but are not limited to such components as providing the Digital Platform for trading Fiat Currencies for Virtual Currencies and vice versa, and for trading one type of Virtual Currency for another type of Virtual Currency, and for purchasing and selling Virtual Currencies directly from and to us, as well as novel services to be provided by Limitlex. The Services DO NOT provide you with the ability to trade one form of Fiat Currency for another form of Fiat Currency. Additionally, the range of Services available to you may depend in part upon the Verification Level of your Limitlex Account and/or the country from which you access our Digital Platform.
1.16. "Third-Party Content" is the content provided by third parties, including without limitation links to web pages of such parties, which may be represented on the Digital Platform.
1.17. "Third-Party Service" is any platform or network outside of the Digital Platform in which Virtual Currencies belong to you or where you are the beneficial owner of Virtual Currencies, and such a platform or network is maintained by a third party outside of the Services; including, but not limited to third-party Virtual Currency accounts and wallets.
1.18. “Trade” means an exchange (i) of the Virtual Currency of one type, owned by one Limitlex Account User, to Virtual Currency of another type, owned by another Limitlex Account User (or, in some instances, owned by Limitlex), and (ii) of Fiat Currency, owned by one Limitlex Account User (or, in some instances, owned by Limitlex), to a Virtual Currency, owned by another Limitlex account User (or, in some instances, owned by Limitlex), executed on the Digital Platform via Services.
1.19. “Transfer” for the purposes herein shall mean a record of Deposit, Withdrawal and/or Trade transaction of Virtual Currency into, out from or at User’s Limitlex Account, which is technically executed by Limitlex in accordance with User’s Deposit/Withdrawal or Payment/Withdrawal request or Trade order.
1.20. “Virtual Currencies” shall mean such type of assets which can only and exclusively be transmitted by means of blockchain or similar distributed ledger technology, including but not limited to digital coins and digital tokens and any other type of digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc., to the full and absolute exemption of the securities of any kind.
1.21. “Website” shall mean a collection of websites whose domain names include limitlex.com.
2. WARRANTIES, REPRESENTATIONS AND COVENANTS
2.1. It is a pre-condition that our Services are only provided to those who are permitted to enter in legally binding relationships. Therefore, if there is any reason why you are not able to enter into legally binding relationships with us, for whatever reason - do not use our Services.
2.2. You further represent and warrant that you:
a. are at least 18 years old or of other legal age, according to your relevant jurisdiction;
b. have not previously been suspended or removed from our Services;
c. have full power and authority to enter into this legal relationship and by doing so will not violate any other legal relationships;
d. use our Digital Platform with your own e-mail and for your own benefit and do not act on behalf and/or to the interest of any other person;
e. guarantee that your Funds, which you transfer to the Digital Platform are not sold, encumbered, not in contention, or under seizure, and that neither exist any rights of third parties to your Funds;
f. are not Politically Exposed Person (PEP) or family member or close associate of the PEP. PEPs (as well as family members or close associates of the PEPs) are required to declare their PEP status in order to use Limitlex's Digital Platform. In case Limitlex will establish that the User of the Digital Platform is PEP (as well as family member or close associate of the PEP), Limitlex reserves the right to terminate Limitlex Account of such User or request from you additional verifications and AML-related checks;
g. will not use our Services or will immediately cease using those if you are a resident or become a resident at any time of the state or region (in accordance with such state or region definition of residency), where the Virtual Currencies transactions you are going to execute are prohibited or require special approval, permit and/or authorization of any kind, which Limitlex has not obtained in this state or region. Notwithstanding the above, you are not in any case allowed to access and use our Services if you are located, incorporated or otherwise established, or a citizen or resident of American Samoa, Afghanistan, Botswana, Cambodia, Canada, Crimea, Cuba, Guam, Ghana, Guinea-Bissau, Guyana, Iceland, Iran, Iraq, Jamaica, Libya, Mauritius, Myanmar, Nicaragua, North Korea, Pakistan, Puerto Rico, Samoa, Saudi Arabia, Somalia, Sudan, South Sudan, Syrian Arabic Republic, Tajikistan, Trinidad and Tobago, Tunisia, Uganda, Vanuatu, Venezuela, Yemen, Zimbabwe, the United States of America, or any state, country or other jurisdiction that is embargoed by the United States of America, or a jurisdiction where the local Applicable Law prohibits or will prohibit you at any time (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services or the Digital Platform (hereinafter, together “The Restricted Jurisdictions”).
Limitlex reserves the right to close any of your Limitlex Accounts, to liquidate any open trade positions, and to force you to withdraw all the Virtual Currencies from the Digital Platform in case if: (i) Limitlex determines that you are accessing the Services or the Digital Platform from any Restricted Jurisdiction, or (ii) you have given false representations as to your location of incorporation, establishment, citizenship or place of residence. For the purpose of this Clause "Applicable Law" refers to all applicable laws of any governmental authority, including, without limitation, federal, state and foreign securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs and orders or like actions of any governmental authority and rules, regulations, orders, interpretations, licenses, and permits of any federal, regional, state, county, municipal or other governmental authority.
2.3. When accessing or using the Digital Platform, you further represent, agree and warrant, that you will not violate any law, contract, intellectual property or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Digital Platform. Without prejudice to the generality of the foregoing, you represent, agree and warrant, that you will not:
a. Use the Digital Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using our Digital Platform with full functionality, or that could damage, disable, overburden or impair the functioning of Digital Platform in any manner;
b. Use the Digital Platform to pay for, support or otherwise engage in any illegal gambling activities; fraud; money-laundering; or terrorist activities; or any other illegal activities;
c. Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Digital Platform or to extract data;
d. Use or attempt to use another User account without authorization;
e. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Digital Platform that you are not authorized to access;
f. Develop any third-party applications that interact with our Digital Platform without our prior written consent;
g. Provide false, inaccurate, or misleading information;
h. Encourage or induce any third party to engage in any of the activities prohibited under this Section.
2.4. YOU INDEMNIFY AND HOLD LIMITLEX PRO OÜ HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE WARRANTIES, REPRESENTATIONS AND COVENANTS OF THIS SECTION AND THE ENTIRE TERMS.
2.5. You confirm that you have read, fully understood and accepted the Risk Disclosure Statements set out herein.
3. RISK DISCLOSURE
3.1. You acknowledge and agree that you shall access and use the Digital Platform or our Services at your own risk. The risk of loss in Trading Virtual Currencies can be substantial. You should, therefore, carefully consider whether such Trading is appropriate for you in light of your circumstances and resources. You acknowledge and agree the possibility of the following:
a. You may sustain a total loss of the Funds in your Limitlex Account, and, in some cases, you may incur losses beyond such Funds.
b. Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit ("limit move") and there is insufficient liquidity in the market.
c. Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.
d. All of the points noted above apply to all Virtual Currencies. This brief statement cannot, however, disclose all the risks and other aspects associated with the Trade of Virtual Currencies and shall not be considered as any professional advice.
3.2. Risks Associated with the Internet-based Trading System. You acknowledge that there are risks associated with utilizing an Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that Limitlex shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Digital Platform, howsoever caused.
3.3. Risks Associated with the Blockchain Protocol. The Digital Platform and its related Services are based on the Blockchain protocol. As such, any malfunction, unintended function, unexpected functioning of or attack on the Blockchain protocol may cause the Digital Platform to malfunction or function in an unexpected or unintended manner.
3.4. Risks Associated with Blockchains and Virtual Currencies. You acknowledge and accept that Limitlex has no control over any cryptocurrency network and you understand all risks associated with utilizing any Virtual Currencies network, including, but not limited to the risk of unknown vulnerabilities in or unanticipated changes to any network protocol. We will not be responsible for any harm occurring as a result of such risks.
3.5. No Control Over Your Own Actions. YOU AGREE TO INDEMNIFY AND HOLD LIMITLEX HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF OUR DIGITAL PLATFORM, INCLUDING, BUT NOT LIMITED TO THOSE ARISING FROM YOUR PERSONAL ERROR AND MISBEHAVIOR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, LOSS OF YOUR ACCESSES ETC.
3.6. Risks Associated with Virtual Currencies. You acknowledge and accept that any Virtual Currencies listed on the Digital Platform can at any time decrease in price and are at risk of significant loss in value. YOU AGREE TO INDEMNIFY AND HOLD LIMITLEX HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF LOSS OF PROFITS OR LOSS OF VALUE, ORIGINATED FROM DECREASE IN VALUE OF VIRTUAL CURRENCIES.
4. VIRTUAL CURRENCIES PROTECTION
4.1. We strive to protect your Virtual Currencies from unauthorized access, use, or spending. By remitting your Virtual Currencies to Limitlex Account you entrust and entitle us to ultimately take decisions on the safety and security of your Virtual Currencies.
4.2. We reserve the right to take different measures of protection, which include, but are not limited to a diversification of Virtual Currencies in different allocations whether on a segregate record (account) or not.
5. ELECTRONIC NOTICES
5.1. Consent to Electronic Delivery. You agree and consent to receive electronically all Communications that Limitlex may be willing to communicate to you in connection with your Limitlex Account and/or use of the Limitlex Services. You agree that Limitlex may provide these Communications to you by posting them on the Digital Platform.
5.2. Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If this is a case you waive your right to plead ignorance. If you decline or withdraw consent to receive electronic Communications, Limitlex may suspend or terminate your use of the Digital Platform.
5.3. Receiving Information. It is your responsibility to have at any time access to your email address that you entered at the time of your registration process on the Digital Platform, so that Limitlex can communicate with you electronically. You understand and agree that if Limitlex sends you an electronic Communication but you do not receive it because your email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Limitlex will be deemed to have provided the Communication to you. You waive your right to plead ignorance. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Limitlex to your email address book so that you will be able to receive the Communications we send you. If your email address becomes invalid in such a way that electronic Communications sent to you by Limitlex are returned, Limitlex may deem your account being inactive, and you may be not able to complete any transaction via the Digital Platform.
6. SPECIAL CONDITIONS
6.1. Transfer confirmation. Once your Deposit/Withdrawal request or Trade order is executed, a confirmation will be electronically made available via Digital Platform detailing the particulars of the Transfer. You acknowledge and agree that the failure of the Digital Platform to provide such confirmation shall not prejudice or invalidate the terms of such transaction.
6.2. Conditions and Restrictions. We may, at any time and in our sole discretion, refuse to perform any Transfer requested via the Digital Platform, impose limits on the Transfer amount permitted via the Digital Platform or impose any other conditions or restrictions upon your use of the Digital Platform without prior notice.
6.3. Access to the Services. We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
6.4. Cancellations. You may only cancel a Transfer request initiated via the Digital Platform if such cancellation occurs before Limitlex executes the Transfer. Once your Transfer request has been executed, you may not change, withdraw or cancel your authorization for Limitlex to complete such Transfer. If a Trade order has been partially filled, you may cancel the unfilled remainder unless the order relates to a market rate Trade. We reserve the right to refuse any cancellation request associated with a market rate Trade order once you have submitted such order. While we may, at our sole discretion, reverse a Trade under certain extraordinary conditions, a User does not have a right to a reversal of a Trade.
6.5. Cancelled Trade orders. You acknowledge and agree that cancelled Trade orders are not stored on the Digital Platform and our Services cannot provide you a report or archive of the cancelled Trade orders.
6.6. Insufficient Funds. If you have an insufficient amount of Funds in your Limitlex Account to complete a Transfer via the Digital Platform, We may cancel the entire order or may fulfill a partial order using the amount of Funds currently available in your Limitlex Account, less any fees owed to Limitlex in connection with our execution of the Transfers.
6.7. Taxes. It is your responsibility to determine what, if any, taxes apply to the Transfers you complete via the Digital Platform, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Limitlex is not responsible for determining whether taxes apply to your transfers or for collecting, reporting, withholding or remitting any taxes arising from any Trades and Transfers and does not act as your tax agent.
6.8. Feedbacks. We own exclusive rights, including all intellectual property rights, to Feedback. Any Feedback you submit is non-confidential and shall become the sole property of Limitlex. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including inter alia any copyrights). Do not provide Feedback if you expect to be paid or want to continue to own or claim rights on it; your idea might be great, but we may have already had the same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the content standards set out therein.
7. SUSPENSION AND TERMINATION OF YOUR LIMITLEX ACCOUNT
7.1. In case of your breach of the Terms of Service, or any other event as we may deem necessary, including without limitation market disruption and/or Force Majeure event we may, in our sole discretion and without liability to you, with or without prior notice:
a. suspend your access to all or a portion of our Services; or
b. prevent you from completing any actions via the Digital Platform, including closing any open Trade orders. In case the transferring resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event; or
c. terminate your access to the Services, delete or deactivate your Limitlex Account and all related information and files in such account.
7.2. In the event of termination, Limitlex will return any Virtual Currencies stored in your Limitlex Account and not owed to Limitlex, unless Limitlex believes you have committed fraud, negligence or other misconduct.
8. DISCLAIMER OF WARRANTIES. LIMITATION OF LIABILITIES
8.1. Except as expressly provided to the contrary in a writing by us, our services are provided on an "As is" and "As available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
8.2. You acknowledge that information you store or transfer through our services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to software failures, protocol changes by third party providers, internet outages, Force Majeure event or other disasters including third party DDOS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our services.
8.3. Except as otherwise required by law, IN NO EVENT SHALL LIMITLEX, OUR DIRECTORS, OFFICERS, MEMBERS OF THE MANAGEMENT BOARD, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE LIMITLEX IP, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM LIMITLEX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO LIMITLEX’S RECORDS, PROGRAMS OR SERVICES.
8.4. We resume the right, in our sole discretion, to control any action or proceeding (at our expense) to which we are a participant and determine whether we wish to settle it.
8.5. To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LIMITLEX (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS OF THE MANAGEMENT BOARD, SHAREHOLDERS, EMPLOYEES OR AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, LIMITLEX OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO LIMITLEX WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
8.6. Limitlex shall not be liable for:
a. any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information;
b. any loss or damage arising from a Force Majeure Event.
8.7. We strive to protect our users from fraudulent and scam activities in Virtual Currencies sphere. It is possible that some Virtual Currencies are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. We reserve the right to prohibit and discontinue any transactions on our Digital Platform with such Virtual Currency at our sole discretion, without any prior notice to you and without publication of the reason for such decision, whenever this comes to our knowledge. YOU INDEMNIFY AND HOLD LIMITLEX PRO OÜ HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF TRANSACTIONS IN OUR DIGITAL PLATFORM WITH ANY VIRTUAL CURRENCY.
8.8. To be able to access our Digital Platform, the User may use without limitation various mobile devices, such as mobile internet devices, tablets/smartphones and wearable computers ("Mobile Devices"). In no way we make any guarantee that each particular Mobile Device is compatible with our Digital Platform. YOU AGREE TO INDEMNIFY AND HOLD LIMITLEX HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF OUR DIGITAL PLATFORM VIA MOBILE DEVICES, INCLUDING, BUT NOT LIMITED TO THOSE ARISING FROM YOUR INABILITY TO CONNECT TO OUR DIGITAL PLATFORM FROM PARTICULAR MOBILE DEVICE AND YOUR PERSONAL ERROR AND MISBEHAVIOR SUCH AS YOUR LOSS/DAMAGE/DEFECT OF SUCH MOBILE DEVICE.
8.9. THE USER UNDERTAKES TO INDEMNIFY AND HOLD THE DIGITAL PLATFORM AND ITS OFFICERS, EMPLOYEES AND AGENTS HARMLESS FOR ANY LOSS, COSTS, CLAIM, LIABILITY OR EXPENSE ARISING OUT OF OR CONNECTED WITH ANY BREACH BY THE USER OF ITS OBLIGATIONS HEREUNDER INCLUDING ANY COSTS REASONABLY AND NECESSARILY INCURRED BY THE DIGITAL PLATFORM.
9. NO OFFER OF SECURITIES
9.1. Limitlex represents that it does not intend or desire to make Virtual Currencies that can be classified as "security" by Estonian or BVI authorities available via Digital Platform.
9.2. The responsibility for the fact that the instrument cannot be treated as “security” lies with the owner of Virtual Currency. If there is any risk or speculations that a Virtual Currency can be treated as “security”, the Digital Platform reserves the right to prohibit and discontinue any transactions on our Digital Platform with such Virtual Currencies at its sole discretion.
9.3. We follow the best practices to decide whether Virtual Currency is security or not. However, we give no warranty and/or investment, financial, legal or any other professional advice, that any Virtual Currency available via our Digital Platform is not a security.
10. APPLICABLE LAW; ARBITRATION
10.1. These Terms of Service and any disputes or claims arising out of or in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of the Republic of Estonia or the laws of the British Virgin Island (as applicable based on your counterparty to these Terms of Service) without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Only the courts in the Republic of Estonia and courts of the British Virgin Islands (as applicable based on your counterparty to these Terms of Service) shall have jurisdiction over any legal disputes arising from or in relation to these Terms of Service thereof.
10.2. You and Limitlex agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Limitlex shall be sent to [email protected]
10.3. Whether the dispute is heard in arbitration or in court, you will not commence against Limitlex a class action, class arbitration or representative action or proceeding.
11.1. Entire Agreement. These Terms of Service contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services.
11.2. Order of Precedence. In the event of any conflict between these Terms of Service and any other agreement you may have with Limitlex, the terms of that other agreement will prevail only if these Terms of Service are specifically identified and declared to be overridden by such other agreement.
11.3. Amendments. We reserve the right to make changes or modifications to these Terms of Service (and/or any specific Terms’ Category) from time to time, in our sole discretion. If we make changes to these Terms of Service, we will provide you with notice of such changes, such as by sending an e-mail, providing notice on our Website and/or post the amended Terms of Service on the relevant Limitlex Website and updating the "Last Updated" date at the top of the amended Terms of Service. The amended Terms of Service will be deemed effective immediately upon posting on our Website for you and any users of the Services.
11.4. No Waiver. Our failure or delay in exercising any right, power or privilege under these Terms of Service shall not operate as a waiver thereof.
11.5. Severability. The invalidity or unenforceability of any of these Terms of Service shall not affect the validity or enforceability of any other of these Terms of Service, all of which shall remain in full force and effect.
11.6. Assignment. You may not assign or transfer any of your rights or obligations under these Terms of Service without prior written consent from Limitlex, including by operation of law or in connection with any change of control. Limitlex may at any time assign or transfer with immediate effect any or all of its rights and/or obligations under these Terms of Service or specific Terms’ Category, in whole or in part, without obtaining your consent or approval.
11.7. Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
11.8. Interpretations. These Terms of Service shall be written and executed in, and all other communications under or in connection with this Terms of Service shall be in English. Any translation into any other language shall not be considered as an official version thereof and shall serve for informational purposes only. In the event of any conflict in interpretation between English text and such translation, English text shall prevail.
11.9. Competitions. From time to time our business partners, contractors, clients, counterparties may hold different competitions, trials, games and any other type of events available to users through our Digital Platform. By agreeing to participate in such competitions, you shall comply with the rules of each particular competition and act according to them. Unless otherwise provided by the rules of particular competition, Limitlex does not control and is not associated with any of such competition and shall have no responsibility for conducting and holding the competition. Limitlex reserves the right to publish the rules of the competition received from the holder of the competition. You understand and acknowledge that your participation in such competition, and your interactions with the holder of such competition, are at your own risk. YOU INDEMNIFY AND HOLD LIMITLEX HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE WARRANTIES, REPRESENTATIONS AND COVENANTS GIVING BY THE HOLDER OF THE COMPETITION.
12. REGISTRATION OF AN ACCOUNT WITH LIMITLEX
12.1. It is necessary to go through the registration process and create an account with Limitlex to use our Digital Platform in the right order and with its full functionality.
12.2. Limitlex reserves the right, in its sole discretion, to limit the number of Limitlex Accounts that you may hold, maintain or create. Limitlex Accounts cannot be assigned to any third party.
12.3. When you create a Limitlex Account, you undertake to:
a. create a strong password that you do not use for any other websites, online or off-line services;
c. agree to pass through AML/KYC procedures, which may be applied to you from time to time;
d. maintain and promptly update your Limitlex Account information;
e. maintain the security of your Limitlex Account by protecting your password and restricting access to your Limitlex Account;
f. promptly notify us if you discover or otherwise suspect any security breaches related to your Limitlex Account;
g. take responsibility for all activities that occur under your Limitlex Account and accept all risks of any authorized or unauthorized access to your Limitlex Account, to the maximum extent permitted by law.
13. DEPOSIT/WITHDRAWAL OF VIRTUAL CURRENCIES AND PAYMENT/WITHDRAWAL OF FIAT CURRENCIES TO/FROM LIMITLEX ACCOUNT
13.1. Our Digital Platform allows Users to remit Virtual Currencies to Limitlex Account from external Third-party service and vice versa and to remit Fiat Currencies to Limitlex Account from External Account and vice versa, except to certain limitations, which may be updated from time to time. YOU INDEMNIFY AND HOLD LIMITLEX PRO OÜ HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, LOSS OF FUNDS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR DEPOSIT/WITHDRAWAL AND/OR PAYMENT/WITHDRAWAL TRANSFER REQUESTED IN VIOLATION OF SETTLED LIMITATIONS.
13.2. You understand and acknowledge that an address for receiving Virtual Currency to your Limitlex Account will be created automatically as soon as you request the Deposit transfer and before any Virtual Currency can be remitted to your Limitlex Account and you fully and irrevocably authorize its creation.
13.3. You understand and acknowledge that your payment of Fiat Currencies to your Limitlex Account will be accepted by us only if your payment is made to our designated IBAN (via SEPA) as provided to you in your Limitlex Account and includes the reference code as generated and displayed in your Limitlex Account. You understand and acknowledge that the name on the External Account you are paying from must match the name entered for verification on your Limitlex Account you are paying into.
13.4. Ownership verification. In case you are required to verify that you possess Virtual Currency of the Third-party service that you use to remit Virtual Currency to your Limitlex Account, you undertake to provide such verification by following Limitlex’s instructions.
13.5. When you request us to Deposit/Withdraw Virtual Currencies into or out from your Limitlex Account, you authorize Limitlex to execute such Transfer via the Digital Platform.
13.6. When you request us to withdraw Fiat Currencies out of your Limitlex Account to an External Account, you expressly authorize Limitlex to execute such Transfer. You understand and acknowledge that withdrawals to your External Account will be executed by us only if the name on the External Account you are withdrawing to matches the name entered for verification on your Limitlex Account you are withdrawing from.
13.7. You understand and acknowledge that any payments made by you to your Limitlex Account are exclusively for the purchase of Virtual Currencies. Proceeds from the sale of Virtual Currencies will be credited to your External Account (according to Clause 13.6. above), less any transactional, Transfer-related, trading-related or other fees.
13.8. YOU UNDERSTAND AND ACKNOWLEDGE THAT LIMITLEX IS NOT A BANK OR DEPOSITORY INSTITUTION AND THAT YOUR LIMITLEX ACCOUNT IS NOT A DEPOSIT ACCOUNT OR A BANK ACCOUNT.
13.9. No control over third-party services. You may be charged fees by the third-party service you use to remit your Limitlex Account. Limitlex is not responsible for any third-party services' fees. You are solely responsible for your use of the third-party service, and you agree to comply with all terms and conditions applicable to any third-party service.
13.10. Rejected or Suspended Deposit/Withdrawal Transfers. In some cases, the third-party service may reject your Virtual Currencies to be processed, suspend the Deposit/Withdrawal Transfer of your Virtual Currencies, or be not able to support the Transfer, or may otherwise be unavailable. YOU AGREE THAT YOU WILL NOT HOLD LIMITLEX LIABLE FOR ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH SUCH REJECTED OR SUSPENDED ETC. DEPOSIT/WITHDRAWAL TRANSFERS.
13.11. Delays. Subject to the terms and conditions of these Terms of Service, we will use commercially reasonable efforts to record all Transfers on a spot basis as soon as practicable. However the timing associated with Deposit/Withdrawal of Virtual Currencies depends inter alia upon the performance of third-parties services, and we make no guarantee that Virtual Currencies will be Deposited/Withdrawn in any specific timeframe. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE, THAT ANY DELAYS ARE POSSIBLE; YOU INDEMNIFY AND HOLD LIMITLEX PRO OÜ HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSFER DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.
13.12. If your Verification Level does now allow depositing, trading or withdrawing Fiat Currencies, you may only fund your Limitlex Account with Virtual Currencies and Limitlex will not accept Fiat Currencies to fund your Limitlex Account. If Fiat Currencies are transmitted to fund such an account, they will be returned to the sender, less applicable transfer fees.
13.13. In some cases, an External Account or Third-Party Service may reject your Funds or may otherwise be unavailable to receive your Funds from Limitlex. You agree that you will not hold Limitlex liable for any damages resulting from such rejected transactions.
13.15. Virtual Currencies that you deposit to your Limitlex Account may not be held on the same address as deposited. We reserve the right, at our sole discretion, to transfer Virtual Currencies to another address after your deposit. If Virtual Currencies that you deposited to your Limitlex Account are associated with receiving any kind of monetary rewards or yields (e.g., rewards from an Ethereum smart contract), you expressly agree and acknowledge that such rewards or yields will not be applied to you or to your Limitlex Account.
14. CUSTODY OF FUNDS
14.1. All Funds which you deposit into your Limitlex Account are custodial assets held by Limitlex for your benefit.
14.2. Ownership. Title to your Funds shall at all times remain with you and shall not transfer to Limitlex, except as provided herein. As the owner of the Funds in your Limitlex Account, you bear all risk of loss of such Funds. None of the Funds in your Limitlex Account are the property of Limitlex. Limitlex does not represent or treat Funds in your Limitlex Account as belonging to Limitlex. Except as required by a facially valid court order, or except as provided herein, Limitlex will not sell, hypothecate or otherwise alienate Funds in your Limitlex Account unless instructed by you or as otherwise authorized by these Terms of Service. For the avoidance of doubt, Limitlex makes no warranty that Funds in your Limitlex Account are held by you free and clear of any security interest or other lien or encumbrance.
14.3. Control. You control the Funds held in your Limitlex Account. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Funds by transferring them to an External Account or to a Third-Party Service.
Create a direct legal-custodial relationship between you and a third-party custodian for the custody of your Virtual Currencies, as well as appointing authorised persons within Limitlex to instruct such third-party custodians on your behalf;
Access and/or transfer Virtual Currencies as required for the operation of the Digital Platform and provision of the Services, including (i) storing and keeping confidential private keys in respect of Virtual Currencies; (ii) transferring cryptocurrencies to third-party custodians (who are entitled in turn to appoint sub-custodians and provide the custodian services to you through such sub-custodians or other nominees or agents); and (iii) moving cryptocurrencies between hot and cold wallets held by these custodians to allow sufficient hot wallet liquidity to support trades on the Digital Platform whilst at the same time providing the additional security of cold wallet storage;
Share your information with third-party custodian-service providers so that they can be engaged to provide custodian services to you;
Transfer Virtual Currencies to a wallet or to other users of such Virtual Currencies outside the Digital Platform;
Undertake the following events that act, or could act as restrictions, or impact your rights: (i) termination of our relationship with you and/or your Limitlex Account; (ii) suspension of our relationship with you and/or your Limitlex Account; (iii) prohibiting wash trading and other activities; (iv) requiring minimum trade sizes; (v) blocking Limitlex Accounts in certain circumstances; (vi) applying service downtime and unavailability restrictions; (vii) complying with enforcement-agency orders or regulatory actions; (viii) offsetting any outstanding obligation you have to Limitlex, which may include the sale of any Virtual Currencies in order to cover the outstanding obligation you have; and
Otherwise act on your instructions in respect of any Virtual Currencies, including in respect of: (i) any buying or selling of Virtual Currencies; (ii) accessing or transferring of Virtual Currencies between wallets; and/or (iii) any other purpose or action as instructed by you.
You agree that we do not, have or acquire any rights, title or interest in any Virtual Currencies that are held on your behalf by a third-party custodian.
15.1. When you submit a new Trade order via the Digital Platform, you authorize Limitlex to:
a. record a transfer of your Funds from/into/on your Limitlex Account and/or,
b. where applicable, reserve your Funds on your Limitlex Account in accordance with such Trade order,
c. and charge you any applicable fees for such a record.
15.2. You acknowledge and agree that, respective to your trading activity, our Digital Platform is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity.
15.3. Limitlex may, at its sole discretion, purchase, sell or exchange any Virtual Currencies and/or Fiat Currencies on its own behalf as a counterparty in a Trade.
15.4. Trade rates. Each placed Trade order creates different market exchange rates. You acknowledge and agree that the rates information made available via the Digital Platform may differ from prevailing rates made available via other sources outside of the Digital Platform.
15.5. Market volatility. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any Virtual Currencies, the actual market rate at which a market Trade transaction is executed may be different from the prevailing rate indicated via the Digital Platform at the time of your Trade transaction. You understand that we are not liable for any such rates fluctuations.
16. NO FINANCIAL ADVICE
16.1. The rates made available via the Digital Platform shall not be considered as an investment or financial pieces of advice or referred to as such and cannot be used as a basis of investment strategy, legal position in the court and nothing in the rates information can be ensured to contain no errors, mistakes, misrepresentations or failures etc. THEREFORE, NEITHER LIMITLEX, NOR, WHERE APPLICABLE, ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, MEMBERS OF THE MANAGEMENT BOARD, SHAREHOLDERS, EMPLOYEES, AGENTS OR OUTSOURCED ADVISORS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER WITH RESPECT TO THE RATES INFORMATION AND, IN PARTICULAR, AS TO THE ACCURACY OR COMPLETENESS OF THE RATES INFORMATION. YOU AGREE TO INDEMNIFY AND HOLD LIMITLEX HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION, IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH YOUR USE OF RATES INFORMATION AND/OR YOUR TRADING ACTIVITY VIA DIGITAL PLATFORM.
17. LIMITLEX’S FEES
17.1. Amount of Fees. You agree to pay the fees for Transfers completed via Digital Platform ("Fees") as defined in our Fee Schedule (https://limitlex.com/page.fees), which we may change from time to time. Changes to the Fees are effective immediately upon posting of the revised Fee Schedule on our Website.
17.2. Payment of Fees. You authorize us, or our designated payment processor, to charge or deduct your Limitlex Account Funds for any applicable Fees owed in connection with Trades you complete via the Digital Platform.
18. COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
18.1. Unless otherwise indicated by us, Limitlex IP is the proprietary property of Limitlex and/or our associated legal entities or our licensors or suppliers and is protected by the US, English, Estonian, Slovenian and all other applicable local and international copyright laws and other intellectual property rights laws.
18.2. We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Limitlex IP for your personal or business use solely for the purposes of regular use of the Digital Platform.
18.3. Such license is subject to these Terms of Service and does not permit:
a. any resale of the Limitlex IP;
b. the distribution, public performance or public display of any Limitlex IP;
c. reverse engineering, decompiling, disassembling, modifying, adapting or otherwise making any derivative uses of the Limitlex IP, or any portion thereof; or
d. any use of the Limitlex IP other than for the intended purposes.
18.4. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
18.5. You warrant and covenant that you will not attempt to discover the source code or algorithms of the Digital Platform.
19. THIRD-PARTY CONTENT
19.1. While using our Digital Platform, you may view Third-Party Content. We do not control, endorse or adopt (unless otherwise expressly stated by Us) 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, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
III. REFERRAL TERMS
20. PARTICIPATION IN OUR REFERRAL PROGRAM
20.1. By participating in the Referral Program, you agree to be bound by the following Referral Terms. These Referral Terms constitute a category of the Terms of Service to address your use of the Referral Program, and by participating in the Referral Program you expressly and irrevocably agree to be bound by the Terms of Service. Any reference to “Services” in the Terms of Service shall be deemed to include the Referral Program.
20.2. Your sole and exclusive counterparty to the Referral Terms is Limitlex Digital Ltd.
21. ELIGIBILITY FOR OUR REFERRAL PROGRAM
21.1. To be eligible to participate in the Referral Program as a referrer (“Referrer”), you must maintain an active Limitlex Account in good standing with us.
21.2. For your invitee to be considered to become a referee (“Referee”) under this Referral Program, they must (a) never have previously created a Limitlex Account with us, (b) create and maintain a valid Limitlex Account with us that complies with the these Terms of Service, (c) access our Digital Platform via a valid Referral Link (as defined below) or other methods supplied by us that allow for proper tracking of referrals, and (d) complete the action required by the Referral Program (purely for example purposes, complete a trade through our Services or any other action as applicable).
21.3. Certain corporate accounts as well as current Limitlex employees and contractors, and immediate family members of current Limitlex employees and contractors, are not eligible to participate in the Referral Program.
21.4. If you violate these Referral Terms or any applicable Terms of Service, we may suspend or terminate your ability to participate in the Referral Program.
22. SHARING REFERRAL LINKS; RESTRICTIONS
22.1. Under the Referral Program, we may provide you, as Referrer, with a unique URL (“Referral Link”) to distribute to eligible individuals each to become new users. You acknowledge and agree that: (a) we have the right to limit the number of times you may use or share your Referral Link, and (b) we may reclaim, deactivate, invalidate or terminate your Referral Link at any time at our sole discretion.
22.2. As a Referrer, you may invite eligible individuals to become new Users by distributing them your Referral Link and instructing them to access our Services via your Referral Link. Referral Links should not be published or distributed on commercial websites, and you are prohibited from “spamming” anyone with referral invitations. Without limiting the foregoing, you expressly agree to the restrictions listed below:
a. No spamming. You agree that you will not “spam” anyone with invitations to join the Digital Platform or Services. Further, you acknowledge and agree that the following activities are prohibited under these Referral Terms: (a) mass emailing, texting or messaging people you do not personally know or otherwise engaging in any other promotion that would constitute or appear to constitute unsolicited commercial email or “spam”; (b) use of automated systems or bots through any channel to distribute, post or respond to your Referral Link; and (c) use of scripts, programed or automatic dialers to send invites or to communicate a Referral Link. Without limiting the foregoing, you agree to comply with all local, state and federal laws and regulations governing your obligations under these Referral Terms, including but not limited to all applicable laws that govern marketing emails and other anti-spam laws.
b. No Misrepresentations. You agree that you will not mislead or attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. Further, you agree that you will not: (a) create fake accounts, webpages, profiles, websites, or links; (b) misrepresent your relationship with Limitlex or any other third party, including but not limited to suggesting an an affiliation or partnership exists with a third party where none exists; (c) make misleading claims about Limitlex, including but not limited to misleading claims about the specifications, features of functionality of the Services provided by Limitlex or the Referral Program; (d) act in an unfair or disruptive manner; or (e) otherwise make any false or misleading statements to get a Referee/invitee to use your Referral Link. Further you agree that you will not undertake any deceptive or fraudulent methods to increase your Referral Rewards (defined below).
c. Prohibited content. You agree that you will not use the Limitlex brand in connection with: (a) disparaging or defamatory content concerning Limitlex or third parties; (b) offensive, abusive, intimidating or harassing content; or (c) content that violates the law or rights of anyone else.
d. Prohibited territories. You agree that you will not promote our Services, promote or publish your Referral Link, promote or use the Limitlex brand or invite prospective Referees in/from any of the prohibited territories as set out in Clause 2.2.g of the Terms of Service.
23. LICENSE AND OWNERSHIP
23.1. Limitlex grants Referrer a non-exclusive right to use the trademark “Limitlex” (the “Mark”) for the purpose of sharing the Referral Link and for no other purpose. Referrer acknowledges that Limitlex retains all ownership, right, title, and interest in and to its trademarks (including the Mark), trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of any Services provided by Limitlex or its Affiliates. Referrer will not, at any time, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of Limitlex’s right, title and interest in the Marks. Referrer’s rights are strictly limited to the rights expressly granted herein.
24. EARNING REFERRAL REWARDS
24.1. As a Referrer, you are eligible to earn referral rewards (“Referral Reward”) in connection with each Referee you refer (subject to certain maximum limits and the other terms in these Referral Terms). Each Referrer will be eligible to receive a Referral Reward in connection with each Eligible Trade. The Referral Reward shall be an amount equal to the Referee Fee Revenue for each Eligible Trade multiplied by the applicable Referral Percentage. Referral Rewards will be credited to the Referrer’s Limitlex Account within seven (7) days of the Eligible Trade.
24.2. For purposes of these Referral Terms, the following definitions apply:
a. An “Eligible Trade” means a Trade using the Services; provided, however, that an Eligible Trade shall not include any Trade in a market quoted in a currency that the Referrer is not eligible to hold using the Services (e.g., if the Referrer is not eligible for EUR trading then an Eligible Trade shall not include Trades in EUR markets).
b. The “Referrer Percentage” means the commission percentage(s) set forth on our Referral Program page or as displayed in your Limitlex Account’s referral dashboard, as may be changed time from time by Limitlex in its sole discretion. In the event of any difference between the commission percentage(s) on our Referral Program page and your Limitlex Account’s referral dashboard, the commission percentage(s) in your Limitlex Account’s referral dashboard shall prevail.
c. The “Referee Fee Revenue” means the Fees actually received by Limitlex attributed to a Referee’s use of the Services. Referee Fee Revenue shall be calculated and determined in the currency (Fiat Currency or Virtual Currency) received by Limitlex. Limitlex may, in its sole discretion, provide discounts and refunds to their customers, including without limitation Referees. Any Referral Reward shall be calculated on the basis of Referee Fee Revenue actually received by Limitlex, taking into account any discounts or refunds. In the event that a refund is issued after the delivery to Referrer of any Referral Reward relating to any Eligible Trade, the next Referral Reward deliverable to Referrer shall be reduced accordingly. Referrer will pay all sales, use, withholding and other taxes, duties or fees imposed by any applicable laws and regulations as a result of the payments it receives pursuant to the Referral Program.
24.3. Your Limitlex Account Verification Level may restrict your ability to receive or claim your Rewards in Fiat Currency or in certain Virtual Currencies. We reserve the right, at our sole discretion, to not allocate or pay out Referral Reward to you if your Verification Level does not allow trading, depositing, payments and/or withdrawing the currency of your Referral Reward.
24.4. Referrer is eligible to receive Referral Rewards for a period of three (3) years from the moment a Referee registered and verified a valid Limitlex Account.
25.1. Limitlex reserves the right to suspend Limitlex Accounts or to withhold, deny, deduct or cancel any Referral Rewards obtained through the Referral Program in the event that Limitlex determines or believes that the receipt of the Referral Reward was in error, fraudulent, illegal, suspicious or in violation of these Referral Terms or any other applicable agreement between you and Limitlex. We reserve the right to review and investigate all referral activities and to suspend accounts or modify referrals in our sole discretion as deemed fair and appropriate.
26. MODIFICATIONS TO REFERRAL PROGRAM
26.1. We may modify the Referral Program from time to time at our sole discretion, and such modifications shall be effective immediately upon posting them on our website. Continued participation in the Referral Program after any modification shall constitute consent to any such modification.