▶ Terms of Services

The following terms and conditions of service (the “Terms”) and the other separate terms of services which may be updated from time to time (including but not limited to, Futures service agreement, Earn service agreement, Staking Terms) constitute an agreement between you and WOOTECH Limited Corp. (“WOOTECH Limited”, “we,” or “us”), and apply to your use of WOO X Cryptocurrency Exchange (“WOO”, “WOO X” or the “Exchange”) as a user (“User”, “you” or “your”, which, where the context permits, includes any Authorized Representative (as defined in Section 2) acting on your behalf) to buy, sell, exchange, hold, or otherwise transact in Digital Assets (as defined below), use the WOO X Application Programming Interface (“API”), or use any other services offered through the WOO X website (WOO X: Crypto Exchange l Buy & Sell Bitcoin, ETH, Crypto ) (the “Site”) (together, the “Services”). Each Order is submitted by you, and all transactions are entered into, in reliance on the fact that these Terms constitute a single, integrated agreement between you and us.

By registering for an WOO X account (“Account”) or using the Services, the Terms apply to you and to any Authorized Representative and you agree that you have read, understood, and accepted these Terms as well as our policies disclosed and updated on the Site from time to time, and you acknowledge and agree that you will be bound by such terms and policies.  If you or an Authorized Representative do not agree with these Terms, it is your sole responsibility to ensure neither you nor the Authorized Representative shall use any Services. You are solely responsible for ensuring that each Authorized Representative complies with these Terms and for all actions taken by an Authorized Representative in connection with these Terms. You must ensure that each Authorized Representative is given a complete copy of these Terms and any Privacy Policy issued by us from time to time.

Our Services are not offered to entities or persons who have their registered office or place of residence in the United States of America or any Restricted Territory as defined in Section 37. As used throughout these Terms, “Digital Assets” means bitcoin, ethereum or any other digital asset, cryptocurrency, virtual currency, or token that are available to transact in using the Exchange and “fiat currency” means any government issued national currency. Woo is the exchange token of the Woo ecosystem and is not offered in the United States or to U.S. persons, or other restricted jurisdictions as disclosed on the Site. Before beginning to use the Exchange or any other products or services offered by WOOTECH Limited, you should ensure you have reviewed the fee schedule. Section 31 of these Terms governs how they may be changed over time. If after reading these Terms in their entirety you are still unsure of anything or you have any questions, please feel free to contact us.

 

1. APPLICABLE LAWS AND REGULATIONS

 Your conduct on the Exchange is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions. You agree and understand that by opening an Account and using the Services in any capacity, you shall act in compliance with and be legally bound by these Terms and all applicable laws and regulations (including without limitation those stated in this Section 1, where applicable), and failure to do so may result in the suspension of your ability to use the Services or the closure of your Account. For the avoidance of doubt, continued use of your Account, and the receipt of all trading fee discounts and rebates, is conditioned on your continued compliance at all times with these Terms and all applicable laws and regulations.

 

2. ELIGIBILITY

If you are registering to use the Services as an individual, you must be legally of age, depending on the jurisdiction of your nationality and you must not be under 18 years old, you must not be under any legal disability, including bankruptcy or mental incapacity, you must enter into these Terms voluntarily without coercion or undue influence, and you must not previously be suspended or removed from the Exchange or any other service or product offered by WOOTECH Limited or its affiliate entities, to enter into these Terms. If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you have properly authorized any person(s) designated to act on your behalf in operating your Account or performing any other act in connection with these Terms (each, an “Authorized Representative”); and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the Services or any other service or product offered by WOOTECH Limited or its affiliate entities, to enter into these Terms. 

You are solely responsible for ensuring that each Authorized Representative complies with all terms of these Terms and for all actions, omissions, and transactions undertaken by an Authorized Representative in connection with your Account or these Terms. Any act or omission by an Authorized Representative shall be deemed to be your act or omission for all purposes under these Terms.  You must provide each Authorized Representative with a complete copy of these Terms, any Privacy Notice, and other policies issued by us from time to time, prior to allowing such Authorized Representative to access or use your Account. You agree to maintain a record of such provision and to provide evidence of compliance with this requirement upon our reasonable request.

By accessing or using the Services, you further represent and warrant that you are not a Restricted Person nor are you a resident of a Restricted Territory (each as defined in Section 37) and you will not be using the Services for any illegal activity or inappropriate activity including, but not limited to, those Restricted Activities listed under Section 19. Notwithstanding the foregoing, WOOTECH  Limited may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location, and without liability to you or any third party.

UK Financial Promotions: If you are a resident of the United Kingdom, by registering to use the Services, you represent and affirm that you are not responding to any financial promotion and that your use of the Services is not a result of direct or indirect marketing or promotion of WOO X and/or its services in the United Kingdom.

EU Reverse Solicitation: If you are a resident of the one of the European Union countries by registering to use the Services, you represent and affirm that you are not responding to any form of solicitation and that your use of the Services is not a result of direct or indirect marketing or promotion of WOO X and/or its services in the European Union.

 

3. REGISTRATION PROCESS; IDENTITY VERIFICATION

 When registering your Account, you must provide current, complete, and accurate information for all required elements on the registration page. You are the only person authorized to use your Account and you may not share your Account credentials with any other person. You also agree to provide us, when registering an Account and on an ongoing basis, with any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorize us to make any inquiries, directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. In certain circumstances, we may require you to submit additional information about yourself, your business, or your transactions, provide records, and complete other verification steps (such process, “Enhanced Due Diligence”). You represent and warrant that any and all information provided to us pursuant to these Terms or otherwise is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Account. We reserve the right to maintain your account registration information after you close your Account for business and regulatory compliance purposes, subject to applicable law and regulation.

 

4. AML AND CTF COMPLIANCE

 Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the Exchange for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.  We may monitor your Account and transactions for the purpose of complying with all applicable laws ,regulations and our AML and CTF procedures and you consent to such monitoring without limitation.

1. Registration 

 All Users must apply for a WOO X Account before using WOO X Services. When you register a WOO X Account, you must provide your real name, email address and password, and accept these Terms and other WOO X Platform Rules. WOOTECH Limited may refuse, in its discretion, to open a WOO X Account for you. You agree to provide complete and accurate information when opening a WOO X Account, and agree to timely update any information you provide to WOOTECH Limited to maintain the integrity and accuracy of the information. Each User (including individual user or any User that is a business or legal entity) may maintain only one main account at any given time. 

WOOTECH Limited reserves the right to limit the number and use of subaccounts under the main account held by individual users and Institutional Users (legal persons and legal arrangements). 

WOOTECH Limited reserves the right to reject the opening of subaccounts out of its sole discretion.

Furthermore, You agree that

(i) If you are an individual user, your WOOX Account (including main and subaccounts) will be used solely by the registered user and not on behalf of any third party, unless you have obtained our prior written consent.

(ii) If you are an Institutional User, your main accounts and any subaccounts under the main account will be used only for your benefit, and only by whom you have authorized to act on your behalf. Such authorization requires that the identity verification information of these persons is provided to and recognized by us through the Institutional Account Verification process, unless you have otherwise obtained our prior written consent. Moreover, you are prohibited from granting direct market access to WOO X to any third party, including via a sub-account, until such third party has completed the identity verification process as required by WOOTECH Limited. For avoidance of doubt, Institutional Users must undergo the Institutional Account Verification process for their authorized account holders to obtain authorization to use WOO X.

Your registration of an account with WOO X will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through WOO X, or for other lawful purposes stated by WOOTECH Limited. We will collect, use and share such information in accordance with our privacy policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed, in compliance with global industry standards on data storage. If you are a resident of the United Kingdom, you further affirm that your registration and use of the Services are not a result of any financial promotion. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. You hereby agree you shall update all the information provided timely.

By registering an Account, you hereby authorize WOOTECH Limited to conduct investigations that we consider necessary, either by ourselves or through third parties, for any fraud or financial crimes and to take necessary actions based on the results of those investigations.

To retrieve your WOO X account when you’ve lost registration email and / or password, you agree to provide personal data to WOOTECH Limited as part of our security check, including but not limited to, your legal name, username, UID, date of registration, details of you balances under your WOO X account, and the labels, if any, you assigned to your whitelisted wallet addresses.

2. Account Security

 WOOTECH Limited has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for WOO X Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your WOO X Account and personal information.  You authorise WOOTECH Limited to act on any instructions (by whatever means transmitted, whether or not in writing) which purports, and which we believe in good faith, to come from you or to have been given on your behalf or which originates from your account, even if such instructions were given by an external party which gained control over your account through any means whatsoever. You will fully indemnify WOOTech Limited and any of our affiliates against all costs, expenses, liabilities and losses which we and/or any of our affiliates may incur and against all claims which may be made against us and/or any affiliate as a result of such instructions.

You should be solely responsible for keeping your WOO X Account and password safe, and be responsible for all the transactions under your WOO X Account. WOOTECH Limited assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.

By creating a WOO X Account, you hereby agree that you will notify WOOTECH Limited immediately if you are aware of any unauthorized use of your Account and password or any other violation of security rules; you will strictly abide by all mechanisms or procedures of WOO X regarding security, authentication, trading, charging, and withdrawal; and you will take appropriate steps to logout from WOO X at the end of each visit.

You are solely responsible for maintaining the security of your Account, including enabling and properly configuring all available security features (e.g., 2FA, withdrawal passwords, anti-phishing codes). WOOTECH Limited assumes no liability for any loss or damage arising from a security breach, unauthorized access, or hacking incident that is partially or wholly attributable to your failure to implement or maintain these measures, or due to compromised devices, phishing, or other user-side vulnerabilities.

3. Personal Data

WOO X has the right to collect, process, use or disclose your personal data in accordance with the Terms or applicable laws, including but not limited to Anti-money laundering regulations. Your personal data, including but not limited to, name, nationality, ID number, address, contact information, date of birth and occupation, may be disclosed to or used by the following third parties, for the purpose of provision of Services:

• Counterparties of your transactions originating from WOO X;

• Our shareholders, partners, investors, directors, supervisors, senior managers and employees of such entities, on a need-to-know basis;

• Our joint ventures, alliance partners and business partners;

• Our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;

• Third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;

• Insurance companies or insurance investigators and credit providers;

• Professional consultants such as auditors and lawyers;

• Government agencies or law enforcement agencies;

• Financial institutions and their respective service providers;

• Persons with your consent as determined by you or the applicable contract.

 

5. INITIAL FUNDING; THIRD PARTY TRANSFERS

In order to fund your Account and begin trading, you must first procure Digital Assets. WOO X supports deposits and withdrawals for a number of Digital Assets, including certain U.S. Dollar-pegged Digital Assets (each a “Stablecoin”). You may deposit Stablecoins that you already own by generating an address within your Account and sending your Stablecoins to such address, after which they should appear in your “USDT” balance. The Exchange may support various fiat currencies for deposit, withdrawal, and/or trading, using wire transfers, credit cards, or other appropriate methods. WOO X enables you to exchange (“Convert”) one Digital Asset for another Digital Asset. When you request to Convert a Digital Asset or Stablecoin, you will be quoted a price for such conversion. The price quoted will depend on market conditions, and you are under no obligation to execute a trade at any price quoted to you. WOOTECH Limited makes no promises as to the timing or availability of the ability to convert Digital Assets via the Exchange. It is your responsibility to ensure you send all Digital Assets, including Stablecoins, to the correct address provided for that particular Digital Asset. If you send a Digital Asset to an address that does not correspond to that exact Digital Asset (such as an address not associated with your account or the specific Digital Asset sent), such Digital Asset may be lost forever. If you send a Digital Asset from your Account to an external address that does not correspond to that exact Digital Asset, such Digital Asset may be lost forever. You assume all liability for any losses incurred as a result of sending Digital Assets to an incorrect address (such as an address not associated with your account or an address not associated with the specific Digital Asset). WOOTECH Limited and its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives are not responsible for any losses or for taking any actions to attempt to recover such Digital Assets. If the funds are recoverable, we may in our sole discretion attempt to recover the funds, but such recovery efforts are in no way guaranteed. WOOTECH Limited makes no representations or warranties regarding the amount of time that may be required to complete transfer of your Digital Assets from a third-party wallet or other source and have said Digital Assets become available in your Account. When you elect to transfer Digital Assets from your Account to a third-party wallet or other location, it is always possible the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting our platform. You agree that you shall not hold WOOTECH Limited liable for any damages arising from a rejected transfer or failed transfer, and you waive any claims related thereto.

You expressly agree and authorize WOOTECH Limited, in its sole discretion, to lend out part or all of your Digital Assets held under your WOO X account to market makers to provide liquidity and to achieve zero trading fee for the qualified users on WOO X. However, WOOTECH Limited will ensure that such Digital Assets, even when they are utilized by the third parties designated by WOOTECH Limited, are used solely for hedging and liquidity aggregation purposes, and are never used for speculation.

You shall be aware that such Digital Assets may be posted as collateral on other cryptocurrency trading platforms, and therefore are subject to risks of loss due to the factors beyond the control of WOOTECH Limited, such as technical breach or hacking of the said platforms, force majeure, embezzlement, misconduct, or other similar events. You agree that you shall not hold WOOTECH Limited liable for any damages arising from such losses, while WOOTECH Limited may try to recover the Digital Assets in its sole discretion, but such efforts are in no way guaranteed.

 

6. SPOT TRADING WITH AND WITHOUT THE USE OF MARGIN.

 (1) WOO X is a "spot market" exchange for you to buy and sell currencies "on the spot". WOO X also can extend margin to facilitate your ability to enter into spot purchases and sales of currencies on the spot market exchange with the use of “leverage.” ”Balances” refers to the currencies you receive in spot transactions without margin, and “exposure” refers to the base currencies on spot margin.

 (2) Balances

While using WOO X’s "spot exchange" without the use of margin, you must have adequate balances in one currency to exchange for another. After executing a non-margined spot exchange between currencies, the corresponding balances are available to be exchanged again or withdrawn.

 (3) Exposure

When using WOO X’s spot exchange for spot transactions on margin, so long as you hold sufficient collateral currencies in your wallet, you may buy or sell cryptocurrency through any of the available order books, even if you do not hold a balance in the specific asset you desire to trade. The maximum margin ratio displayed on WOO X is currently set at 1,000%, which represents (equity / exposure)*100%. By using an extension of margin from WOO X, you incur corresponding obligations and agree to comply with certain conditions until those obligations are satisfied. We refer to those circumstances where you have entered into a spot transaction on margin, but not yet satisfied these corresponding obligations, as an open position. Once a position is open, the amount of funds used as collateral are not available for trading or withdrawal until the position is settled or closed. Such assets you receive from the market are reflected in your “pending order” tab, under your “portfolio” block. Although reflected in this separate, “positions” tab, when you use margin on WOO X you are using an extension of margin to make an actual spot purchase or sale of cryptocurrency to a counterparty on the WOO X spot market exchange.

 (4) “Short” position

While it's possible to go "long" without the use of margin, trading "short" on WOO X is only possible through the use of margin.

 (5) Margin call and liquidation

If your margin ratio is less than your Initial Margin Ratio, which equals to the percentage of 1/ maximum of the leverage allowed, a restriction will be imposed on your account and no more positions can be opened. Also, you will not be able to make any withdrawal on WOO X unless your margin ratio is still greater than your Initial Margin Ratio after the intended withdrawal.

 (6) Cancellation of pending orders and re-calculation of margin ratio

When your margin ratio is less than 10%, all of your pending orders will be cancelled immediately. After the pending orders are cancelled, WOO X will re-calculate your margin ratio, and if it is over 10%, no further action will be taken by WOO X; however, if your margin ratio is still less or equal to 10% at the time, the following liquidation process shall take effect.

 (7) Liquidation of 50% of current balances

If, after cancellation of all of your pending orders, your margin ratio is still less than 10%, provided that 1) your balances at the time are still greater than 10 USDT, and 2) you have not been liquidated within the last one hour, WOO X shall liquidate 50% of your balances at the time immediately.

(8) Liquidation of 100% of current balances

If, after cancellation of all of your pending orders, your margin ratio is still less than

10%, provided that 1) your balances at the time are less or equal to 10 USDT, or 2) you have been liquidated within the last one hour, WOO X shall liquidate 100% of your balances at the time immediately. As a result of the liquidation, your balances become less than zero, it will be treated as zero in your WOO X account.

(9) Interests

Whenever your Balance of any specific Digital Asset on WOO X becomes less than 0, which means you are borrowing from WOO X, you will receive a notification and WOO X will start charging you interest. Such interest will be calculated on an hourly basis, and the principal amount shall be the aggregated amount you borrowed within the last hour, regardless of the fact that you have paid back the principal amount within the last hour or not. WOO X shall calculate the interests 24 times a day.

You agree that the applicable interest rate shall be solely decided by WOO X, which may vary from time to time.

WOO X only accepts repayment made in the same asset class as the Digital Asset borrowed. Any repayment will be netted against the interests first, and then against the principal only after the interests are fully paid off. WOO X may offer an automatic interest repayment function which allows users to automatically make repayments once daily.

 

7. FORKS AND DISTRIBUTIONS

As a result of the decentralized and open-source nature of Digital Assets it is possible that sudden, unexpected, or controversial changes (“Forks”) can be made to any Digital Asset that may change the usability, functions, value or even name of a given Digital Asset. Such Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset (each a “Dominant Digital Asset”) and the partial or total abandonment or loss of value of any other versions of such Digital Asset (each a “Non-Dominant Digital Asset”). WOOTECH Limited is under no obligation to support a Fork of a Digital Asset that you hold in your Account, whether or not any resulting version of such forked Digital Asset is a Dominant Digital Asset or Non-Dominant Digital Asset or holds value at or following such Fork. Forks of Digital Assets can be frequent, contentious and unpredictable, and therefore cannot be consistently supported on WOO X . When trading or holding Digital Assets using your Account, you should operate under the assumption that WOO X will never support any Fork of such Digital Asset. If WOO X elects, in its sole discretion, to support a Fork of a Digital Asset, it may choose to do so by making a public announcement through its Site or otherwise notifying customers, and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If WOO X, in its sole discretion, does not elect to support a Fork of a given Digital Asset, including the determination to support, continue to support, or cease to support any Dominant Digital Asset or NonDominant Digital Asset, WOO X assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Asset.

 WOO X does not generally offer support for the distribution of assets based on a triggering fact or event, such as the possession of another asset (each an “Airdrop”), the provision of rewards or other similar payment for participation in a Digital Asset’s protocol (“Staking Rewards”), or any other distributions or dividends that Users might otherwise be entitled to claim based on their use or possession of a Digital Asset outside of the Site (collectively, “Digital Asset Distributions”). WOO X may, in its sole discretion, elect to support any Digital Asset Distribution, but is under no obligation to do so and shall bear no liability to Users for failing to do so, or for initiating and subsequently terminating such support. In the event of a Fork of a Digital Asset, we may be forced to suspend all activities relating to such Digital Asset (including trades, deposits, and withdrawals) on WOO X for an extended period of time, until WOO X has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime may occur at the time that a Fork of a given Digital Asset occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Digital Asset subject to such Fork. WOOTECH Limited does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Digital Assets.

 

8. ATTACKS ON BLOCKCHAIN NETWORKS OR THE EXCHANGE

WOOTECH Limited cannot prevent or mitigate attacks on blockchain networks and has no obligation to engage in activity in relation to such attacks. In the event of an attack, WOOTECH Limited reserves the right to take commercially reasonable actions, including, but not limited to, if we confirm that a Digital Asset’s network is compromised or under attack, immediately halting trading, deposits, and withdrawals for such Digital Asset. If such an attack caused the Digital Asset to greatly decrease in value, we may discontinue trading in such Digital Asset entirely. Resolutions concerning deposits, withdrawals and User balances for a Digital Asset that has had its network attacked will be determined on a case-by-case basis by WOOTECH Limited in its sole discretion. 

To the maximum extent permitted by law, Wootech Limited, its affiliates, and their respective officers, directors, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to loss of profits, data, digital assets, or business opportunities, arising from or related to hacking, security breaches, unauthorized access, cyber-attacks, system failures, or third-party actions, even if advised of the possibility of such damages. For the avoidance of doubt, this limitation of liability extends to any loss of your assets in connection with such events. Liability, if any, shall be limited to the value of the affected assets at the time of the incident or the fees paid by you in the prior 12 months, whichever is less.

WOOTECH Limited makes no representation and does not warrant the safety of WOOTECH Limited or the Exchange and you assume all liability for any lost value or stolen property, waiving any claims against WOOTECH Limited or its affiliates.

 

9. API USE

Subject to your compliance with these Terms and any other agreement which may be in place between you and WOOTECH Limited related to your use of the API, WOOTECH Limited hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, to use the API solely for the purposes of trading on WOO X . You agree to not use the API or data provided through the API for any other commercial purpose. You access and use the API entirely at your own risk, and WOOTECH Limited will not be responsible for any actions you take based on the API. WOOTECH Limited may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, WOOTECH Limited may moderate your activity or cease offering you access to the API (or any other API offered by WOOTECH Limited), each in its sole discretion. WOOTECH Limited may immediately suspend or terminate your access to the API without notice if we believe you are in violation of these Terms or any other agreement which may be in place between you and WOOTECH Limited related to your use of the API.

 

10. NETTING, SET-OFF, LIEN, ACCOUNT CHARGEBACK, SUSPENSION AND CLOSURE AND OTHER CLAUSES

11.  

1. Rights of netting, set-off and lien

If, on any day, both you and we have payment and delivery obligations, then we may elect for any Digital Asset to be delivered on a net basis so that such obligations will be automatically satisfied and discharged. If, in respect of the same Digital Asset, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
In addition to our rights under the previous provision, we may at any time and without notice to you set off or recover any amount we owe you against any amount that you owe us or, where more than one person constitutes our client, that any one or more of those persons singly or jointly owe us (in either case, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment). Any amounts that are so set off will be discharged promptly and in all respects.

We are entitled to exercise a lien over any or all of your property which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell such property and apply the proceeds to satisfy any amounts you owe us.
For the purposes of this section, we may make any necessary currency or Digital Asset conversion at a rate that we reasonably consider appropriate.
Our rights under this section are in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which we are at any time otherwise entitled or subject whether under these Terms or by operation of applicable law.

2. Account Chargeback

If there are insufficient assets in your account(s) due to a chargeback, payment dispute, crediting reversal, credit error, or similar occurrence, or if there are insufficient assets to satisfy a fee or cost charged to your account(s), or if your account(s) are subject to a Levy that We reasonably determine to be valid in our sole discretion, you explicitly authorize us to:(i) freeze; (ii) debit; (iii) convert; (iv) withhold; and/or (v) liquidate any current or future Assets from your account(s) to the extent necessary to offset or satisfy any insufficiencies or to satisfy the Levy, to the fullest extent permitted by applicable law.

You acknowledge that you will be solely responsible for any and all tax consequences resulting from our actions. If the disposition or liquidation of digital assets is inadequate to satisfy the insufficiencies, you agree to immediately deliver, in U.S. Dollars (or the applicable fiat currency in your jurisdiction), the full amount necessary to alleviate the insufficiency. Failure to do so will result in your liability to us for the insufficiencies, plus any attorney's fees, interest, or expenses associated with its recovery.

3. Account suspension and closure

WOOTECH Limited may, in its sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, any transaction deemed to be suspicious in our sole discretion, a change or termination in some or all of the Services we provide on our Exchange, a change in our KYC or AML standards necessitating the termination of such Account to uphold such standards, or your violation of these Terms. We may also temporarily suspend access to your Account, in the event that a technical problem causes system outage or Account errors, until the problem is resolved. 

If we suspend or terminate your Account, we retain full discretion at any time to close and/or terminate all positions or investments in that account at a manner and price we reasonably deem fit and without liability for any resulting loss, tax consequence, or other adverse impact to you, whether they be spot, derivatives, “earn”, social trading, staking or other positions or transactions.  We further retain full discretion to cancel or suspend any outstanding orders or transactions and deduct any obligations you owe from your Account balance.  You remain liable for any unpaid amounts due at the time of such suspension or termination. 

You agree to withdraw any remaining balance of Digital Assets after such closure or termination. If you do not do so within a reasonable period, or if your account remains inactive for 90 consecutive days, we may classify the account as dormant and issue a notice to that effect. We reserve the right to restrict or refuse to permit withdrawals from your Account if (i) your Account has otherwise been suspended or closed by us in accordance with these Terms; (ii) to do so would be prohibited by law or court order, or we have determined that the Digital Assets in your Account were obtained fraudulently; or (iii) you have not completed the required identity verification procedure. You can check whether or not your identity has been verified by reviewing your verification status under the “Account” tab of your Account. Upon closure or suspension of your Account, you authorize WOOTECH Limited to cancel or suspend pending transactions. In the event that you or WOOTECH Limited terminates these Terms or your access to the Services, or deactivates or closes your Account, you remain liable for all activity conducted with or in connection with your Account while it was open and for all amounts due in connection with such activity.

For security reasons, if we receive any documentation that we, in our sole and absolute discretion, determine confirms your death, or other information leading us to, in our sole and absolute discretion, believe you have died, we reserve the right to freeze your Account. During this time, no transactions may be processed until: (i) your lawful inheritor (in the case of no identified inheritor, the estate administrator or the court) has opened a new Account, as further described below, and the entirety of your Account has been transferred to such new account; or (ii) we have received proof in a form satisfactory to us that you have not died. The original Account shall be closed after the entirety of the assets in the original Account has been fully transferred to such new account. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, your lawful inheritor (or if there is no identified inheritor, the estate administrator or the court) will be required to open a new Account in order to inherit your assets. Where there is no inheritor or any other lawful creditor of the deceased User, WOO reserves the right to dispose of the assets in the Account in any manner in compliance with applicable local laws and its internal policies. Our ability to transfer to your lawful inheritor (in the case of none, the court) the assets in your Account is subject to the restrictions imposed by applicable law and these Terms. We do not commit to any particular timeline for the transfer of assets held in your Account. If you have any questions, please contact WOO X support team for assistance.

4. Your Right to Close

You may request to close your Account at any time by following the procedures notified by us from time to time. You remain liable for any unpaid amounts due at the time of your request. By initiating account closure, you authorise us to cancel or suspend any outstanding orders or transactions and deduct any obligations you owe from your Account balance.

Please note that in certain circumstances, we may refuse or delay closure of your Account, including without limitation, where:

a. you are subject to an ongoing regulatory, legal or compliance investigation;
b. you have unsettled transactions or unresolved disputes;
c. your Account reflects unpaid liabilities to us;
d. that such closure is being performed in an effort to evade a legal or regulatory investigation or to avoid paying any amounts otherwise due to WOOTECH Limited; or
e. your Account is subject to any operational restrictions, such as holds, freezes or limitations.

You agree to withdraw any remaining balance of Digital Assets prior to issuing a request to close your Account. If you do not do so within a reasonable period, or if your account remains inactive for 90 consecutive days, we may classify the account as dormant and issue a notice to that effect. We reserve the right to restrict or refuse to permit withdrawals from your Account if (i) your Account has otherwise been suspended or closed by us in accordance with these Terms; (ii) to do so would be prohibited by law or court order, or we have determined that the Digital Assets in your Account were obtained fraudulently; or (iii) you have not completed the required identity verification procedure. You can check whether or not your identity has been verified by reviewing your verification status under the “Account” tab of your Account. Upon closure or suspension of your Account, you authorize WOOTECH Limited to cancel or suspend pending transactions. In the event that you or WOOTECH Limited terminates these Terms or your access to the Services, or deactivates or closes your Account, you remain liable for all activity conducted with or in connection with your Account while it was open and for all amounts due in connection with such activity.

5. Dormant Account Management

If you do not respond to our notice within 30 days, we reserve the right to take any of the following actions:

a. designate your account as dormant;
b. convert any held Digital Assets into an alternative form of Digital Asset, without liability for any resulting loss, tax consequence, or other adverse impact to you;
c. take actions or procedures in accordance with these Terms;
d. replace your entitlement to specific Digital Assets with a contractual claim reflecting the equivalent quantity and type previously held;
e. apply a monthly dormancy maintenance fee to cover administrative or custodial costs, which may be deducted from the account; and
f. close the dormant account without further notice.

Please be aware that we are under no obligation to pay any rewards, incentives or interest previously applicable under any product terms to a dormant account or to any Digital Assets held therein.

For such dormant accounts, we may, at our sole discretion, determine the process, timeline and requirements in connection with how you may withdraw Digital Assets in your account.

6. Payment Restrictions

If any jurisdiction restricts the availability or transfer of any Digital Asset, or if we are otherwise unable to make payment in a particular Digital Asset due to technical, operational, legal, regulatory, or other reasons beyond our reasonable control, we shall not be obligated to make any payment to you in that specific Digital Asset. In such circumstances, we may, at our sole discretion, make the payment in any alternative Digital Asset we reasonably consider appropriate, using a conversion rate that we reasonably determine based on prevailing market conditions. You acknowledge and agree that we shall not be liable for any losses, damages, or other consequences resulting from such alternative payment arrangements or any delay in payment caused by such restrictions.

7. Third-Party Payments

We are not obligated to make any payments or deliveries to any third party, except as expressly contemplated by these Terms or otherwise agreed by us in writing. Any third-party payments that we may agree to process in our sole discretion may be subject to additional conditions, verification requirements, and fees. We reserve the right to refuse any request for third-party payments without providing a reason. You acknowledge that third-party payments may create additional legal and regulatory risks, and you agree to indemnify and hold us harmless from any claims, losses, or liabilities arising from any authorized third-party payment we process at your request.

8. Conditions precedent to our obligations

Each of our obligations to make any payment or delivery, or to perform any obligation referred to in this section, is subject to the following conditions precedent:

(i) We are satisfied, in our sole determination, that you have completely fulfilled your corresponding obligations (if any) in accordance with all applicable terms of these Terms;
(ii) The performance of such obligation will not, in our reasonable judgment, cause us to be in breach of any applicable law, regulatory requirement, or our internal policies and procedures; and
(iii) No technical, operational, market, or other circumstances exist that would, in our sole determination, make it impractical, impossible, or unreasonably burdensome to perform such obligation.

For the avoidance of doubt, we shall have no liability to you or any third party for any delay, non-performance, or alternative performance of our obligations resulting from the non-fulfillment of any of these conditions precedent.

9. Return of Digital Assets

We may, at our sole discretion, upon the passage of an applicable time period determined by us or as otherwise required by applicable law or our internal policies, return any Digital Assets recorded in your Account to a designated external address that is compatible with the relevant Digital Assets and that is under your control, as last notified to us in writing.

If we receive Digital Assets which are determined by us not to be eligible Digital Assets under our policies or applicable law, you must, upon our request, promptly provide us with an external address under your control that is compatible with such Digital Assets. Subject to applicable law and our internal policies, we will return the ineligible Digital Assets received to such address. You acknowledge that we may be unable to return certain Digital Assets due to technical, legal, or regulatory constraints, and in such cases, we shall have no liability to you for our inability to return such Digital Assets.

To the extent permissible under applicable law, we reserve the right to deduct reasonable fees, costs, or other administrative charges in respect of the return of any Digital Assets. Such fees may include, but are not limited to, blockchain network fees, conversion fees, and processing fees. We will notify you of applicable fees prior to processing any return of Digital Assets where reasonably practicable.

10. Tax

All applicable fees are exclusive of any applicable taxes. The actual fee charged will be increased to account for any such applicable taxes. You are solely responsible for determining what, if any, taxes apply to your transactions on the Exchange, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any transactions on the Exchange, except as may be specifically required by applicable law.

11. Interest on overdue payments

From the time any amount under these Terms becomes overdue for payment until it is paid in full, you agree to pay interest on the overdue amount at our prevailing default interest rate when demanded by us. This default interest rate is subject to periodic revision by us and the current applicable rate is available upon written request. Interest will accrue daily on the basis of a 365-day year and will be payable both before and after any judgment obtained against you. Payment of such interest shall be without prejudice to any other rights or remedies we may have against you arising from your default.

12. Acknowledgements

You acknowledge and agree that:

1. We and/or our affiliates may without further notice to you (and you hereby expressly consent that we may):

   1. Hold and use such Digital Assets in wallets and/or with such other facilities as we and/or our affiliates deem appropriate, including in a manner which provides ancillary benefits and/or technical support to the development of any blockchains and facilitates validation of transactions; and

   2. Retain all legal and beneficial title and rights to any gains, benefits, or rewards (whether financial or non-financial) derived from the holding and use of such Digital Assets in such wallets and/or with such other facilities.

2. Your rights in relation to any Digital Assets are limited to a contractual obligation for us to provide an equivalent amount and type of Digital Assets:

   1. for your use in connection with the Exchange; or

   2. to send to you as part of a withdrawal request.
      In each case, these rights are subject to these Terms.

3. Our ability to meet our contractual obligations under these Terms may be adversely impacted by various factors, including but not limited to, any losses, delays, security breaches, technical failures, or other disruptions sustained in connection with our holding or use of Digital Assets. These events may result in delays, temporary unavailability of funds, or financial losses to you. In the most severe circumstances, a complete and permanent loss of Digital Assets may occur. You acknowledge and accept these risks by using our Services. Neither we nor our affiliates shall be liable for any losses or damages resulting from such events except as expressly provided in these Terms.

13. Our role in transactions

By using the Exchange, you acknowledge and agree that we may act either as agent or principal in relation to any order that you submit. 

We make no representations or warranties of any kind, whether express or implied, with respect to any Digital Assets that are involved in such transactions. This disclaimer applies even if we undertake certain checks, verifications, and/or other compliance procedures with respect to the order or Digital Assets. Any such procedures are conducted solely for our own benefit and regulatory compliance purposes, and you should not rely on them as an endorsement of any Digital Asset or as an indication of its suitability, value, or legality.

You acknowledge that our role as agent or principal does not create any fiduciary duty or special relationship of trust. All transactions are conducted on an arm's length basis, and you are responsible for making your own independent assessment of the risks associated with each transaction.

14. Market Information

Unless otherwise required by applicable law, we are not required to keep you informed of any market price movements (or other risk movements) in relation to a Digital Asset, even if these may adversely affect your position in respect of that Digital Asset. You acknowledge that monitoring market conditions and evaluating risks associated with your Digital Assets is solely your responsibility.  Any market information we provide is for convenience only and does not constitute investment advice, a recommendation, or a solicitation to buy or sell any Digital Asset.

15. Conflicts of Interest

You understand and agree that the nature of trading activities on the Exchange may create conflicts of interest between your interests and those of other users, counterparties, or us. Some of these circumstances are described in other sections of these Terms and in other disclosures that we may make from time to time. For information regarding material conflicts of interest that may arise between you and us and/or our affiliates when you use the Exchange and/or Services.

If we act in circumstances where we have a conflict of interest, we will take reasonable steps to treat you fairly. However, we may, in our sole discretion, without giving any reason or notice and without incurring any liability of any nature to you, decline to transact with you or otherwise to act on your Instructions in such circumstances. You acknowledge that we may continue to act in situations involving conflicts of interest and consent to us acting in such manner.

16. Third-Party Service Providers

You acknowledge and agree that we: (i) may use third-party service providers, including but not limited to exchanges, brokers, custodians, payment processors, and technology providers, at our sole discretion in order to provide the Exchange and Services from time to time;(ii) may be unable to provide all or part of the Exchange or Services if the services of appropriate third-party service providers are not available on commercially reasonable terms or at all;(iii) are not liable for any acts, omissions, interruptions, delays, or unavailability of such third-party service providers, or any Losses sustained in connection with the use of such third-party service providers, provided that we have exercised reasonable care in their initial selection (but we are not responsible for any subcontractor, agent, or other third party that such third-party service provider may use); and (iv) make no representations or warranties regarding the services, security measures, or data handling practices of any third-party service provider.

You further acknowledge that any data, information, or Digital Assets that are transferred to or processed by third-party service providers may be subject to different privacy policies, terms of service, and security measures than those employed by us.

17. Digital Assets

We record in your Account the quantity and type of any Digital Assets that are held to your credit. Digital Assets held by us to your credit may not be segregated on-chain in different wallets from Digital Assets held to the credit of other users or Digital Assets maintained by Binance for operating and business purposes. We use an internal ledger to record customer entitlements to the quantity and type of Digital Assets. Each user will have an account which is a ledger-based (off-chain) account (or sub-account) within the system with a unique identifier (UID) and associated login credentials, against which the relevant user credit balances are recorded. We are not a trustee of, and does not owe any trustee duties in relation to, any Digital Assets held to your credit. When you instruct us to transfer or otherwise deal with Digital Assets, we will not use any specifically identifiable Digital Assets to act on your instructions. Subject to these Terms, we will use Digital Assets in the same quantity and of the same type as those credited to your Account when acting on your instructions. Similarly, you will not have the right to recover any specific Digital Assets, rather you will have the right to receive the same quantity and same type of Digital Assets as those credited to your Account.

12. RISK DISCLOSURES

The following risks associated with Digital Assets and the Services are not exhaustive.

1. No advice

WOOTECH Limited does not advise on the merits of any particular transactions, trading risks, or tax consequences, and WOOTECH Limited does not provide any other financial, investment, or legal advice in connection with the Services. To the extent that we or our representatives provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information should not be construed as investment or financial advice. Any decision to buy or sell Digital Assets is the User’s decision and WOOTECH Limited will not be liable for any loss suffered. You accept the risk of trading Digital Assets. In entering into any transaction on WOO X, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying Digital Asset. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction or any underlying Digital Asset, and you waive any right to claim otherwise against WOOTECH Limited.

2. Digital Asset transfers and volatility

Trading in Digital Assets can be extremely risky and volatile. Digital Assets may have unique features that make them more or less likely to fluctuate in value. Factors beyond WOOTECH Limited’s control, such as regulatory activity, market manipulation, or unexplainable price volatility, may affect market liquidity for a particular Digital Asset. Blockchain networks may go offline as a result of bugs, Forks, or other unforeseeable reasons. As a general matter, Users with limited trading experience and low risk tolerance should not engage in active trading on WOO X. Speculating on the value of Digital Assets is high risk and Users should never trade more than they can afford to lose. Understanding Digital Assets requires advanced technical knowledge. Digital Assets are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer code in order to appreciate the inherent risks. The listing of a Digital Asset on WOO X does not indicate WOOTECH Limited’s approval or disapproval of the underlying technology regarding any Digital Asset and should not be used as a substitute for your own understanding of the risks specific to each Digital Asset. We provide no representations or warranties, express or implied, as to the suitability, value, merit and/or appropriateness of the Digital Asset traded under these Terms. We assume no fiduciary, trustee or equitable duties to Users in connection with such use of the Services, even in circumstances where we may possess greater knowledge of the market generally or of any particular transaction. You further acknowledge and agree that these Terms do not create or establish any kind of partnership, joint venture, advisor, custodian, agency or trustee relationship or any similar relationship between you and us or any of its affiliates, directors, officers, employees, contractors, or agents. Nothing contained in these Terms shall be construed to create any relationship of representation or agency between the parties. You acknowledge that you have conducted sufficient research before making any decisions to buy, sell, or hold Digital Assets. Users accept all consequences of sending Digital Assets to an address off the WOO X. Digital Asset transactions may not be reversible. Once you send Digital Assets to an address, you accept the risk that you may lose access to your Digital Assets indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to an entity that will not return your Digital Assets, or may return your Digital Assets but first requires action on your part, such as verification of your identity. 

3. Supply and value of Digital Assets

The value of Digital Assets may be derived from the continued willingness of market participants to exchange Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear. You acknowledge and agree that Digital Assets and/or WOO X features available in one jurisdiction may not be available for trading or to access, as applicable, in another.

4. Backed Digital Assets

From time to time, we may support certain Digital Assets that represent or claim to be backed by, linked to, or pegged to the value of another asset. These may include, for example, fiat-backed stablecoins such as USDT and USDC, or tokenised assets referencing other cryptocurrencies or commodities like gold or silver (“Backed Digital Assets”).

You acknowledge and agree that:

1. you are solely responsible for reviewing and understanding the features, terms, and risks associated with any Backed Digital Asset before engaging in any transactions involving that asset; and

2. we do not undertake and have no obligation to buy back, redeem, or otherwise ensure the liquidity or redemption of any Backed Digital Asset at any time.

We reserve the right to modify, suspend, or discontinue any service or functionality relating to any Backed Digital Asset at our sole discretion and without prior notice.

We make no representation or warranty as to whether any Backed Digital Asset will maintain its intended value relative to its reference asset, nor do we guarantee the existence, sufficiency, or quality of reserves or collateral held by the issuer or any third party in connection with such asset.

5. Software protocols and operational challenges

The software protocols that underlie Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of WOOTECH Limited’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Asset. You are aware of and accept the risk of operational challenges. WOO X may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold WOOTECH Limited accountable for any related losses. All Users understand that the technology underlying Digital Assets is subject to change at any time, and such changes may affect your assets stored on our platform. You claim full responsibility for monitoring such technological changes and understanding their consequences for your Digital Assets. Users conduct all trading on their own account and WOOTECH Limited does not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved associated with Digital Assets use generally or your use of our Services.

6. Compliance

You are responsible for complying with applicable law. You agree that WOOTECH Limited is not responsible for determining whether or which laws may apply to your transactions, including but not limited to tax law. You are solely responsible for reporting and paying any taxes arising from your use of the Services. 

7. Legislative and regulatory changes

Legislative and regulatory changes or actions at the domestic or international level may adversely affect the use, transfer, exchange, and value of Digital Assets.

8. No deposit protection

Neither Digital Assets nor any fiat currency held in your Account is eligible for any public or private deposit insurance protection.

9. Digital Asset Distributions not supported

Certain Digital Assets are built on protocols that support Digital Asset Distributions, including, but not limited to, Forks, Staking Rewards and Airdrops (as defined in Section 7 above). WOOTECH Limited is not obligated to support any such Digital Asset Distributions for Users. If you hold these Digital Assets in your Account, you thereby forfeit the ability to claim any Digital Asset Distributions from WOO X. If you hold Digital Assets with proof-of-stake or delegated proof-of-stake consensus algorithms, WOOTECH Limited may in its sole discretion stake these Digital Assets without any obligation to distribute Staking Rewards to you. Staking may subject your Digital Assets to additional risks and WOOTECH Limited is not responsible for losses you may incur related to staking.

 

13. RIGHT TO CHANGE OR REMOVE FEATURES AND SUSPEND OR DELAY TRANSACTIONS

We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any order and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, decline to process orders if (i) we believe the transaction is suspicious; (ii) the transaction may involve fraud or misconduct; (iii) it violates applicable laws; or (vi) it violates these Terms.

If technical issues or other circumstances prevent or degrade your ability to use the Exchange; or we consider, in our sole discretion, that intervention is necessary to maintain fair, efficient, and orderly trading on the Exchange, then we may take any measure that we deem necessary or appropriate to protect the integrity of the Exchange and its users.

The measures that we may take include, but are not limited to:

(i) Disabling or restricting access to an Account;

(ii) Restricting access via the website or API;

(iii) Disallowing the submission of orders;

(iv) Restricting order types or imposing conditions on orders, including the cancellation of orders resting in the order book;

(v) Restricting your access to or use of the Exchange;

(vi) Suspending your use of trading tools;

(vii) Modifying the risk-mitigating parameters;

(viii) Suspending or limiting trading on the Exchange;

(ix) Adjusting or canceling transactions; or

(x) Any other actions deemed to be in the best interest of the Exchange and its users.

You acknowledge that we shall not be liable for any losses, damages, costs, or expenses incurred by you as a result of any such measures taken in good faith. You agree to indemnify and hold us harmless against any Loss as a result of your breach of any limits or controls imposed by us under this section.

 

14. FEES AND CALCULATIONS/VALUATIONS
    
    

1. Fees

In consideration for the use of the Services, you agree to pay to WOOTECH Limited the appropriate fees, as set forth in our fee schedule displayed on the Site (“Trading Fee” under your “Account” tab), which WOOTECH Limited may revise or update in its sole discretion from time to time. On request, WOOTECH Limited may make available an alternative fee schedule (“Alternative Fee Schedule”) to Users who satisfy certain criteria (such as in relation to trading volume), which are determined by WOOTECH Limited in its sole discretion from time to time. You authorize WOOTECH Limited to deduct any applicable fees from your Account at the time you make a given transaction. Changes to the fee schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward, and you agree that continued use of the Services constitutes acceptance of such changes.

2. Calculation Agent

We are the sole calculation agent for each executed order. All calculations and determinations are carried out in our sole discretion, unless otherwise specified in our other notifications to you.

The calculation agent is, subject to the relevant executed order, responsible for:

(i) Calculating the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with notifications from us;

(ii) Giving notice of such fees, rates, amounts, periods and dates;

(iii) Determining the value of any Digital Asset expressed in respect of another Digital Asset;

(iv) Effecting or calculating any Digital Asset conversion necessary or desirable for the purposes of any executed order; and

(v) Calculating any netting or set-off in accordance with section 10.

The calculations and determinations of the calculation agent are final and binding on you in the absence of manifest error. You acknowledge that you shall have no right to object to any calculation or determination made by us as calculation agent except in the case of manifest error. "Manifest error" means an error that is obvious, evident, and easily recognizable by both parties.

All calculations and determinations will be applied using such methodology as we determine in good faith and in our discretion. We shall not be liable for any loss or damage suffered by you as a result of any calculation or determination made in good faith, even if an alternative calculation or determination method might have produced a more favorable result for you.

 

15. PROMOTIONS

(1) WOOTECH Limited does not, as a general rule, participate in promotions without an official pronouncement. You shall obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to WOO X or WOOTECH Limited.

(2) All promotional and marketing materials, as well as incentives provided through the referral program, or any other program on WOO X, should not be interpreted as direct financial promotions to UK or EU residents.  In particular, WOO X will not pay you any incentives for referring any EU resident.  You confirm that any promotion of WOO X to any EU resident, including without limitation the sharing of your affiliate code to such resident, is done at your own volition rather than as an affiliate or agent of WOO X. WOO X may alter the structure, incentives, or availability of its referral program or any other promotional program  for any reason and at any time, including without limitation, to ensure compliance with regulatory requirements.

 

16. SECURITY OF USER INFORMATION

You are responsible for maintaining the confidentiality and security of any and all account names, UIDs, passwords, and any other security feature that you use to access the Services. You are responsible for (i) keeping your email address up to date in your Account profile and (ii) maintaining the confidentiality of your User information and the security of your Account, which includes the enabling of all relevant security features. You agree to notify WOOTECH Limited immediately if you become aware of any unauthorized use of the Services or any other breach of security regarding the Services. WOOTECH Limited will not be liable for any loss or damage arising from your failure to protect your Account or your User information. We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. If you question the authenticity of a communication purporting to be from WOO X, you should login to your Account through the Site, not by clicking links contained in emails.

 

17. PRIVACY POLICY

We are committed to protecting your personal information and to helping you understand exactly how your personal information is being used. You should carefully read Subsection (3) under Section 4 of the Terms, and / or our Privacy Policy, which will be disclosed on the Site from time to time, providing details on how your personal information is collected, stored, protected, and used.

 

18. INTELLECTUAL PROPERTY RIGHTS
    
    

1. Our Intellectual Property

(i) The Exchange, Services, materials, mobile application, and website and their entire contents, features, and functionality (including all information, content, software, text, displays, images, video, audio, service marks, and the design, selection and arrangement thereof) (“Intellectual Property”), are owned by us, its licensors or other providers of Intellectual Property and are protected by local and international Intellectual Property Rights. You acknowledge that we, its licensors or other providers own the Intellectual Property, and you agree not to use any Intellectual Property without the express prior written consent of us, or respective licensor or provider. All our rights are reserved. 

(ii) The Intellectual Property may not be copied, modified, reproduced, republished, downloaded, publicly displayed, encoded, translated, transmitted, or distributed in any way (including by mirroring the Intellectual Property), in whole or in part, without the express prior written permission of us, except as is expressly provided for in these Exchange Terms and Conditions. Any unauthorised use of the Intellectual Property is prohibited.

2. Limitation on use

(i) You may not allow or permit any other person to use Intellectual Property or otherwise deal with them for the benefit of any other person or in any way that is not specifically contemplated by these Terms (including by way of downloading, copying, reproducing, adapting, publishing, selling, or distributing them) without our express written consent, which we may reject or grant at our own discretion, with or without conditions. 

(ii) You will not, without our prior written consent, commercialise and/or profit from Intellectual Property and/or any proprietary information belonging to WOOTECH Limited and/or its affiliates. Should you require consent for such activities, a further bilateral agreement must be made between yourself and ourself and/or our Affiliates. 

(iii) The Exchange and/or the API is proprietary to us. Upon acceptance of your registration and creation of an Account, we grant to you and any Authorized Representative a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use the Exchange and/or the API to access the Services.

3. Protection of rights

You undertake that you, without limiting any other restrictions, will not, and will not attempt to without the express prior written consent from WOOTECH Limited and/or its Affiliates:

(i) extract any data, attempt to modify or interfere with the Exchange, Services, materials, mobile application, and website and their entire contents, features, and functionality by using any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface.

(ii) tamper with, modify, adapt, translate, de-compile, reverse- engineer or otherwise alter in any way; 

(iii) redistribute, disseminate or display or create derivative works (including but not limited to, whether internal or otherwise, indexes, fixings or other benchmarks; valuations of digital currencies, tokens, securities or financial derivatives; or generic or fair value prices) based on, or combine or merge with or into any other software or documentation; 

(iv) gain unauthorised access to, make unauthorised use of or make use of for any illegal purpose (or any other purpose that is not contemplated in these Terms); 

(v) remove, erase or tamper with any copyright or proprietary notice printed or stamped on, affixed to, or encoded or recorded on; or 

(v) commercialise and/or profit from (including through advertising and/or referral fees) through the data feeding, trading services, streaming services and/or other such services; 

4. Third Party Action

You acknowledge that we and/or other third parties may take legal action against you if you breach this section at any time, or if we or such third parties suspect that you have done so. You may also be subject to other fines and penalties in any relevant jurisdiction. You undertake to notify us immediately if you become aware of any breach described in this section, or that any action described in this paragraph is being perpetrated or attempted by another person. You may also be required by us to notify the relevant third parties of any breach by you of any of these Terms. You also authorise us to do so on your behalf, and you agree to indemnify us for any costs associated with such actions.

 

19. RESTRICTED ACTIVITIES

In connection with your use of the Services, you will not:

• use a virtual private network (e.g. a VPN) or other means that would allow access or use of the Services by any Restricted Person or persons from Restricted Territories.

• violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;

• provide false, inaccurate, incomplete or misleading information;

• infringe upon WOOTECH Limited's or any third party's copyright, patent, trademark, or intellectual property rights;

• engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;

• distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;

• use a web crawler or similar technique to access our Services or to extract data;

• reverse engineer or disassemble any aspect of the Site, the API, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;

• perform any unauthorized vulnerability, penetration or similar testing on the API;

• take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;

• transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

• otherwise attempt to gain unauthorized access to or use of the Site, the API, other WOO X Accounts, computer systems, or networks connected to the Site, through password mining or any other means;

• transfer any rights granted to you under these Terms;

or, whether in connection of the use of our Services or not, you will not

• engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse or market manipulation including without limitation the carrying out of fictitious transactions or wash trades, pump and dump schemes, self-trading, quote stuffing, spoofing or layering, front running or engaging in disorderly market conduct regardless of whether prohibited by aApplicable lLaw;

• engage in any other activity which violates public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prevent other users from using the Services; or

• engage in any behavior which is unlawful, violates these Terms, or is otherwise deemed unacceptable by WOOTECH Limited in its sole discretion.

If we determine or reasonably suspect, at our sole discretion, that you are or your account is or may be associated with any of the Restricted Activities as outlined above, we will consider this a violation of these Terms. In such cases, we may take immediate action without prior notice, including but not limited to: (i) suspending or terminating your account; (ii) blocking transactions; (iii) closing all positions or liquidating any position;, (iv) freezing your funds; or (v) selling or buying any position into any tokens or funds we designate .

Furthermore, we reserve the right to report any suspected or confirmed Restricted Activities to the appropriate law enforcement authorities.  Our taking of any one or more of these actions does not relieve you of any liability you may have to us.

If you have reason to believe that:(i) you do not meet the eligibility requirements set out in these Terms; (ii) you have engaged in any Restricted Activities; or (iii) You have breached any clause of these Terms, you must: (i) contact us immediately via email; (ii) immediately cease accessing or using the Exchange and any Services; (iii) promptly provide any information or documentation we may reasonably request regarding the potential non-compliance or breach; and (iv) comply with any reasonable instructions we may provide to remediate the situation.

You must immediately contact WOOTECH Limited if you know, suspect, or have reason to believe, that:(ii)another person (including any Authorized Representative) using the Exchange has engaged in any Restricted Activities;(ii) any other person has engaged in Restricted Activities in respect of the Exchange or any Digital Asset generally; or (iii)Restricted Activities are otherwise occurring on or through the Exchange.

Failure to notify us of known non-compliance or continuing to use the Exchange while in breach of these Terms may result in additional liability, account suspension, or termination of your account without further notice.

 

20. ELECTRONIC TRADING TERMS

WOOTECH Limited may, in its sole discretion, choose to discontinue support for a currently listed or supported Digital Asset at any time, based on a number of factors on the Site, including changes in characteristics.

A transaction on WOO X may fail for several reasons, including without limitation to change in prices, insufficient margin, or unanticipated technical difficulties. WOOTECH Limited makes no representation or warranty that any transaction will be executed properly. We are under no circumstances liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Site. You have full responsibility to determine and inquire into the failure of any transaction which you initiate. In the event that you receive any data, information, or software through our Services other than that which you are entitled to receive pursuant to these Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Digital Assets and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal. We may refuse to execute a trade, or impose trade amount limits or restrictions at any time, in our sole discretion without notice. Specifically, we reserve the right to refuse to process, or the right to cancel or reverse, any transaction, as well as to revoke access to a User’s deposit address on WOO X, where we suspect the transaction involves money laundering, terrorist financing, fraud, or any other type of crime or if we suspect the transaction relates to a prohibited use as stated in these Terms. WOOTECH Limited reserves the right to halt deposit activity at our sole discretion. A User may not change, withdraw, or cancel its authorization to make a transaction, except with respect to partially filled orders.

 WOOTECH Limited may correct, reverse, or cancel any trade impacted by an error or an unexpected event, in processing a User’s transaction or otherwise. The User’s remedy in the event of an error or an unexpected event will be limited to seeking to cancel an order or obtaining a refund of any amounts charged to the User. WOOTECH Limited cannot guarantee such cancellations or refunds will always be possible. WOOTECH Limited provides Users with a platform that allows their orders to be matched with the orders of other Users. Orders may be partially filled or may be filled by a number of orders, depending on the trading activity at the time an order is placed. WOOTECH Limited’s relationship with you under these Terms is as a trading platform provider only and does not act as principal or counterparty with respect to trades entered into on the platform.

The Digital Assets available for purchase through the Services may be subject to high or low transaction volume, liquidity, and volatility at any time for potentially extended periods. You acknowledge that while WOOTECH Limited uses commercially reasonable methods to provide exchange rate information to you through our Services, the exchange rate information we provide may differ from prevailing exchange rates made available by third parties. Similarly, the actual market rate at the time of your trade may be different from the indicated prevailing rate. You agree that you assume all risks and potential losses associated with price fluctuations or differences in actual versus indicated rates.

 

21. COMMUNICATIONS

These Terms are provided to you and concluded in English. We will communicate with you in English for all matters related to your use of our Services unless we elect, in our sole discretion, to provide support for other languages.

 

22. FEEDBACK

You acknowledge and agree that any materials, including without limitation, questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary you provide on our platform or one of our social media accounts, regarding WOOTECH Limited or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the Site or social channels, or otherwise, are non-confidential and will become the sole property of WOOTECH Limited. WOOTECH Limited will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

23. OWNERSHIP OF DIGITAL ASSETS, GOVERNANCE AND VOTING

You hereby represent and warrant to us that any Digital Assets used by you in connection with the Services are either owned by you or that you are validly authorized to carry out transactions using such Digital Assets and that all transactions initiated with your Account are for your own Account and not on behalf of any other person or entity.

For certain Digital Assets, the underlying protocols offer stakers the ability to vote on matters related to the governance of protocol-level issues. WOO may or may not support voting for such assets, and may cease supporting voting at any time in its discretion without notice.  Notwithstanding the foregoing, WOO has no obligation to support any voting on such Digital Assets. In certain cases, WOO may vote on your behalf where we or the applicable protocol does not support delegated voting.

 

24. TAXES

You will be able to see a record of your transactions via your Account which you may wish to use for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to your activities on the Exchange, and to collect, report, and remit the correct tax to the appropriate tax authority. WOOTECH Limited is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

 

25. INDEMNIFICATION; RELEASE

You agree to indemnify and hold WOOTECH Limited, its affiliates, subsidiaries, entities under common control, its service providers, and each of their officers, directors, shareholders, agents, joint venturers, partners, employees (together, “Related Parties”), and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your use of WOO X or Services, your breach of these Terms, or your violation of any law or regulation, or any third-party claims related to your Digital Assets or transactions. For the purpose of this section, the term “losses” means all net costs incurred by us or the other persons referred to in this section which are the result of the matters set out in this section and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including legal fees (without duplication).

If you have a dispute with one or more Users or third parties, you release WOOTECH Limited (and its affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees, and representatives) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you have a dispute with anyone other than WOOTECH Limited, you release us from liability associated with that dispute.

If a judgment, order, or proof of debt for or the recovery of an amount in connection with the Terms is expressed in a Digital Asset other than that in which the amount is due under the agreed currency of any judgment, order or determination in any context whatsoever, then you agree to indemnify us on demand against:

(i) Any difference arising from converting the Digital Asset, if the rate of exchange we would otherwise use under these Terms when we receive a payment in the Digital Asset is less favorable to us than the rate of exchange used for the purpose of the judgment, order, or acceptance of proof of debt; and

(ii) All costs, expenses, and fees ("Conversion Costs") incurred in connection with the conversion.

 

26. LIMITATION OF LIABILITY; NO WARRANTY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WOOTECH LIMITED AND ITS AFFILIATES AND ITS RELATED PARTIES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WOOTECH LIMITED, OR ITS AFFILIATES AND ITS RELATED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) ANY ACTION OR INACTION IN ACCORDANCE WITH THESE TERMS; (V) OUR DECISION TO REJECT YOUR APPLICATION TO OPEN AN ACCOUNT(S); (VI)ANY TERMINATION, SUSPENSION, HOLD OR RESTRICTION OF ACCESS TO ANY ACCOUNT OR SERVICES, INCLUDING YOUR INABILITY TO WITHDRAW DIGITAL ASSETS OR ENTER INTO ANY TRANSACTIONS IN ACCORDANCE WITH THESE TERMS OR ANY APPLICABLE AGREEMENT ; (VII) ANY OTHER MATTER RELATING TO THE SERVICES; OR (VIII) ANY MARKET VOLATILITY, FORKS, OR THIRD-PARTY ACTIONS AFFECTING DIGITAL ASSETS; OR (IX) ANY DELAYS, ERRORS, OR INTERRUPTIONS IN THE SERVICES.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF WOOTECH LIMITED, ITS AFFILIATES, ITS RELATED PARTIES  AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF WOOTECH LIMITED, ITS AFFILIATES AND ITS RELATED PARTIES ANY PERFORMANCE OR NON-PERFORMANCE OF WOOTECH LIMITED SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE LOWER OF (I) THE AMOUNT OF THE FEES PAID BY YOU TO WOOTECH LIMITED UNDER THESE TERMS IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY AND (II) USD1,000.

YOU ACKNOWLEDGE AND AGREE THAT DIGITAL ASSETS AND THE PLATFORM ARE INHERENTLY EXPOSED TO RISKS OF CYBER-ATTACKS, INCLUDING BUT NOT LIMITED TO HACKING, PHISHING, MALWARE, DISTRIBUTED DENIAL-OF-SERVICE (DDOS), SOCIAL ENGINEERING, AND OTHER FORMS OF UNAUTHORIZED ACCESS. YOU ACKNOWLEDGE THAT ANY SUCH EVENTS MAY RESULT IN UNAUTHORISED ACCESS TO YOUR ACCOUNT BY THIRD PARTIES AND THE LOSS OR THEFT OF ANY DIGITAL ASSETS AND/OR FUNDS HELD IN YOUR ACCOUNT AND ANY ASSOCIATED ACCOUNTS, INCLUDING ANY OF YOUR LINKED BANK ACCOUNT(S) AND CREDIT CARD(S). SUCH EVENTS MAY RESULT IN IRREVERSIBLE LOSS OF FUNDS, DATA BREACHES, OR SERVICE INTERRUPTIONS. THERE IS LIMITED OR NO RECOVERY MECHANISM FOR LOST OR STOLEN ASSETS, AND WOOTECH LIMITED MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SECURITY OR RECOVERABILITY OF YOUR ASSETS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, WOOTECH LIMITED, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, DIGITAL ASSETS, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATED TO HACKING, SECURITY BREACHES, UNAUTHORIZED ACCESS, CYBER-ATTACKS, SYSTEM FAILURES, OR THIRD-PARTY ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY, IF ANY, SHALL BE LIMITED TO THE VALUE OF THE AFFECTED ASSETS AT THE TIME OF THE INCIDENT OR THE FEES PAID BY YOU IN THE PRIOR 12 MONTHS, WHICHEVER IS LESS.

 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. WOOTECH LIMITED, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WOOTECH LIMITED MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

 

27. DISCRETIONARY RIGHTS

Unless expressly stated otherwise in these Terms, we may exercise a right or remedy, give or refuse our consent or approval, and/or make any other determination or decision in connection with these Terms in any way we consider appropriate in our sole discretion, including by imposing conditions. We need not provide reasons for any decision we make.

We are not liable for any loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence.

Our rights and remedies under these Terms:

(i) Are in addition to other rights and remedies given by applicable laws independently of these Terms;

(ii) Do not merge with and are not adversely affected by any other agreement and may be executed independently or together with any rights or remedies including under any other agreement; and

(iii) Are not affected by any payment, settlement, or anything which might otherwise affect them at law including the variation of these Terms or the insolvency of any person.

 

28. INDEBTEDNESS

We hereby designate that all obligations now or hereinafter incurred or otherwise arising out of these Terms shall at all times constitute senior indebtedness; the Users' claims shall take priority over any claim made by other parties under any existing agreement made with us, or formed in other agreements made in the future. The Users are entitled to the benefits of the senior creditors to the extent as allowed under the applicable laws.

 

29. FORCE MAJEURE

WOOTECH Limited shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, flood, hacker attacks, cyber threats,viruses, system instabilities, third party system flaws, government actions or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

 

30. GOVERNING LAW; VENUE

These Terms shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law principles. 

Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, interpretation, performance, or invalidity thereof, brought by you against us shall be finally settled by arbitration in accordance with the Rules of Arbitration of the Panama Conciliation and Arbitration Center (Centro de Conciliación y Arbitraje de Panamá), by one  arbitrator appointed in accordance with said Rules. The seat of arbitration shall be Panama City, Panama, and the language of the arbitration shall be English. Notwithstanding the foregoing, we reserve the right to initiate legal proceedings against you before any court of competent jurisdiction for the purpose of (i) enforcing its rights under these Terms, (ii) seeking injunctive or equitable relief, or (iii) pursuing claims in jurisdictions where arbitration may not be available or effective, and you hereby consent to the jurisdiction of such courts and waive any objection based on venue or forum non conveniens.

You agree that any claims shall be brought against us on an individual basis only and not as a plaintiff or class member in a purported class, collective or representative action. You further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without our consent.

Any claims or causes of action between you and us must be filed within 6 months after such claim or cause of action accrues, and if not so filed will be forever barred to the fullest extent permitted by law. For purposes of this section, a claim or cause of action accrues when the event giving rise to the claim occurs, or when the claimant knew or should have known of the event, whichever is earlier.

 

31. ASSIGNMENT

You may not transfer or assign these Terms or any rights or obligations you have under these Terms without our prior written consent or otherwise and any such attempted assignment shall be void. Such consent may require you to provide additional information, undergo enhanced due diligence, or fulfill other conditions. We reserve the right to freely assign or transfer these Terms and the rights and obligations of these Terms, to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate these Terms by contacting us and requesting to close your account.

 

32. AMENDMENTS

We may amend any portion of these Terms, at our sole discretion, at any time by posting the revised version of these Terms with an updated revision date and you waive any right you may have to receive specific notice of such changes or modifications. The changes will become effective, and shall be deemed accepted by you, (i) the first time you use the Services after the initial posting of the revised agreement, or (ii) non-termination of your account or use of the Services within [30] days after updating the Terms. These changes shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms. These Terms shall prevail over any other agreement you have or may have with us, unless explicitly agreed otherwise in writing.

 

33. SURVIVAL

Upon termination of your Account or these Terms for any other reason, all rights and obligations of the parties that by their nature are continuing (including but limited to all provisions in these Terms in connection with payments by you, clawbacks by us, indemnities, limitation of liability, disclosure of information, set-off, asset conversion, Tax, dispute resolution and governing law) will survive such termination. Our rights of suspension, restriction, and termination under these Terms shall be without prejudice to any other rights or remedies which we may have (whether under these Terms, applicable law, or otherwise).

The suspension, restriction, or termination of all (or any part) of these Terms does not affect any rights and obligations of either party that accrued before such termination.

You are not entitled to any refund of any fee, amount paid, or subsidy received in connection with these Terms upon termination.

You shall not be entitled to any payment, compensation, or damages from us in relation to any suspension, restriction, or termination of your use of the Exchange and/or Services for any reason whatsoever.

 

34. THIRD PARTY RIGHTS AND APPLICATIONS

If you grant express permission to a third party to connect to your Account, either through the third party’s product or through WOO X , you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. Further, you acknowledge and agree that you will not hold WOOTECH Limited responsible for, and will indemnify WOOTECH Limited from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant.

These Terms do not create or confer any rights or benefits enforceable by any person not a party to it except:

(i) WOOTECH Limited's Related Parties and any other indemnified party (as included in Section 26) may enforce their rights or benefits in these Terms, including any indemnity, limitation, or exclusion of liability; and

(ii) A person who is a permitted successor or assignee of our rights or benefits under these Terms may enforce those rights or benefits.

(iii) No consent from any person referenced in this section is required to modify, amend, vary, or terminate these Terms.

 

35. SITE; THIRD PARTY CONTENT

WOOTECH Limited strives to provide accurate and reliable information and content on the Site, but such information may not always be correct, complete, or up to date. WOOTECH Limited will update the information on the Site as necessary to provide you with the most up to date information, but you should always independently verify such information. The Site may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by WOOTECH Limited products or services. WOOTECH Limited shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Site or in any Third Party Content.

 

36. UNCLAIMED OR ABANDONED PROPERTY

If WOO X is holding funds in your Account, and we are unable to contact you and have no record of your use of the Services for a prolonged period of time, applicable law may require us to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, WOOTECH Limited will try to locate you at the address shown in our records, but if WOOTECH Limited is unable to locate you, we may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. WOOTECH Limited reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

 

37. REGULATORY COMPLIANCE

You may not use the Services if:

(i) you are incorporated or otherwise established in, or a citizen or a legal or tax resident of an unsupported jurisdiction, including but not limited to, as at the time of publication of these Terms (and which, for the avoidance of doubt, may be updated by us from time to time): Afghanistan, Canada, China, Cuba, Democratic Republic of Congo, Iran, Libya, Malaysia, Mali, Myanmar, North Korea, Panama, South Sudan, Sudan, Syria, Taiwan, the United States and its territories, and temporarily occupied territories of Ukraine; or

(ii) the publication or availability of the Services in such territory, country or region is prohibited or contrary to local law or regulation, or could subject WOOTECH Limited to any local registration or licensing requirement, 

(such restricted territories indicated in pt i-ii above hereunder, as updated from time to time, defined as “Restricted Territories”); or

(iii) you are the subject of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or any applicable sanction programs;  

(iv) it would be illegal under applicable law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services,

(such restricted persons indicated in pt iii-iv above and any persons located, incorporated or otherwise established in, or a citizen or resident of a jurisdiction being a Restricted Territory hereunder defined as “Restricted Person”); 

 (v) you intend to transact with any Restricted Territories or Restricted Persons; or

(vi) you are a resident or tax resident of any jurisdiction in which: 

1. Entry into or performing your obligations under these Terms; 

2. The delivery, holding, use, or exchange of Digital Assets; or 

3. The use of cryptocurrency exchange services generally,

is unlawful or restricted in any way or requires licensing, registration, or approval of any kind that WOOTECH Limited does not possess.

WOOTECH Limited reserves the right to update the list of Restricted Territories or Restricted Persons at its sole discretion, at any time.

If we are served with any court order, subpoena, warrant, or other legal process from any court or government authority relating to you or your Account, we shall comply with such legal process as we determine appropriate in our sole discretion. You acknowledge and agree that we may take actions we deem necessary to comply with such legal process, including but not limited to freezing assets, disclosing information, suspending access to the Exchange or Services, and transferring Digital Assets as directed. You shall not commence or pursue any action, claim, or proceedings against us in relation to our actions taken in compliance with any such legal process, and you hereby waive any rights you may have to do so to the fullest extent permitted by law.

 

38. LANGUAGE OF THE TERMS

The Terms may have been prepared in multiple languages. In case of any discrepancies, the English version shall prevail.

 

39. INTERPRETATION OF TERMS

No rule of construction or interpretation shall apply to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, these Terms or any part of it. Both parties acknowledge that they have had the opportunity to seek independent legal advice prior to agreeing to the terms contained herein, and that the terms have been freely negotiated and agreed upon. The contra proferentem rule, or any similar rule of interpretation that ambiguities should be construed against the drafting party, shall not apply to the interpretation of these Terms.

Any present or future legislation which operates to vary the obligations of a party in connection with these Terms with the result that another party's rights, powers, or remedies are adversely affected (including, by way of delay or postponement) is excluded to the maximum extent permitted by law. This exclusion applies except to the extent that such exclusion is prohibited or rendered ineffective by applicable laws which cannot be contracted out of or modified by agreement between the parties.

 

40. ELECTRONIC COMMUNICATIONS AND RECORDS

We will use reasonable endeavours to make available to you your transaction history and records in your Account. You are solely responsible for regularly monitoring and checking your Account statements, transaction history, and confirmations for errors, discrepancies, or unauthorized activity. 

You must report any mistaken, unauthorized, or erroneous orders or transactions, whether executed or otherwise, to us in writing as soon as possible after discovery. Unless otherwise stated in these Terms or required by applicable laws, if you do not report such errors or unauthorized activity to us within three (3) days of the date of the order or transaction, we are entitled to treat the order or transaction as correct and authorized by you, and you waive any right to dispute its validity thereafter. For the avoidance of doubt, this three-day reporting requirement does not limit our ability to correct any error we discover, regardless of when discovered.

You accept full responsibility for the security and authenticity of all instructions sent via the Exchange and/or Services (whether by you or any Authorized Representative) and you shall be bound by all such instructions. We shall be entitled to assume that all instructions received via the Exchange and/or Services are authorized by you. We are under no obligation whatsoever to verify that such instructions are in fact authorized by you.

To the extent applicable, you acknowledge that all instructions given (and our records of those instructions) in electronic form constitute original documents in writing.

You acknowledge that instructions and information transmitted via the Exchange and/or Services are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the instructions and information so transmitted will be completely protected against unauthorized access, and you expressly accept these associated risks.

Any instructions sent by you to us shall only be deemed to be received by us when we have successfully retrieved such instructions from the relevant system and duly informed you of such receipt. In addition, any instructions sent by you to any third parties (for example, network merchants) shall only be deemed to have been received by such third parties in accordance with their terms and conditions.

You agree, without prejudice to any provision of these Terms, that to the extent there are any terms in your local jurisdiction governing the time and place of dispatch and receipt of electronic communication, to the maximum extent permitted under applicable law, such terms shall not apply to your use of the Exchange and/or Services. You shall be liable for any damage that may be caused through the use of the Internet, including through loss, delay, misunderstandings, corrupted texts, unauthorized interceptions by third parties or duplicates.

You acknowledge and agree that in the event of any dispute arising in connection with your use of the Exchange and/or Services, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the Exchange and/or Services (including your transaction history) at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. You agree not to challenge the validity, admissibility or enforceability of such records on the basis that they are in electronic form, without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

You acknowledge and agree that you are satisfied that electronically executed contracts are valid and enforceable despite any legal risks associated with them. You further acknowledge that electronic records of transactions may be admissible in judicial or administrative proceedings to the same extent as paper documents. You agree not to dispute the validity, enforceability, or admissibility of any notice, communication, or transaction sent by us using electronic equipment on the grounds that it is in electronic form or that it was not signed or authenticated in a particular way. You acknowledge that all communications sent to your registered email address or through the Exchange interface shall be deemed to have been properly delivered to you when sent by us, regardless of whether you actually receive or read such communications.

 

41. CONFIDENTIALITY

You agree not to disclose information provided by us that is not publicly available except:

(i) To any person in connection with an exercise of rights or a dealing with rights or obligations under these Terms;

(ii) To your officers, employees, legal and other advisers, and auditors;

(iii) To any party to these Terms, provided the recipient agrees to act consistently with this section;

(iv) With our prior written consent;

(v) Where disclosure is required by applicable law, regulation, or any governmental or regulatory authority; or

(vi) As otherwise permitted in accordance with these Terms.  

Notwithstanding the foregoing, we may disclose any information about you or your Account without restriction, including for compliance, marketing, or business purposes, and you consent to such disclosure.

 

42. ENTIRE AGREEMENT

The failure of WOOTECH Limited to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties. The headings and any explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms, including WOOTECH Limited’s policies governing the Services, constitute the entire agreement between you and WOOTECH Limited with respect to the use of the Services.