This agreement is between you (referenced herein as “user”, “you” or “your”) and Haohan (“CyberX”, “company”, “us”, “our” or “we”), a limited liability company registered address at #31 The Strand, 46 Canal Point Drive, Grand Cayman KY1-1105, Cayman Islands. By accessing, using or clicking “I agree” to any of the services made available by CyberX or one of its affiliates through the website (“Site”), our API, our mobile applications, or any other related services provided by CyberX or its affiliates (collectively, the “Services”) you agree that you have read, understood and accepted all of the terms and conditions contained in this Terms of Service agreement (or these “Terms”). Additionally, when using certain features of the Services, you may be subject to additional terms and conditions applicable to such features.
PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THESE TERMS CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN THE SECTION BELOW ENTITLED “GOVERNING LAW & JURISDICTION” AND “DISPUTE RESOLUTION.” AS WITH ANY ASSET, THE VALUE OF DIGITAL CURRENCIES CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU WILL LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL CURRENCIES. BY USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTING IN DIGITAL CURRENCIES (2) THAT YOU ASSUME ALL RISKS WITH RESPECT TO YOUR USE OF THE SERVICES AND TRADING IN DIGITAL CURRENCIES AND (3) CYBERX IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES. BY ACCESSING, USING OR ATTEMPTING TO USE THE SERVICES IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
CyberX reserves the right to modify or change the Terms at any time and at its sole discretion. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the Site or released to users. As such, your continued use of CyberX’s services acts as an acceptance of the amended agreement and rules. If you do not agree to any modification to these Terms, you must stop using the Services. CyberX encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
You acknowledge and agree that the communications between you and CyberX are electronic. You consent to receive communications from CyberX in electronic form, including e-mail. You agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement such communications would satisfy if they were provided in writing. CyberX will use reasonable efforts to honor any request you may have to opt out from receiving certain emails. With respect to these Terms, you waive any rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent such waiver is not prohibited under applicable law.
Eligibility and Prohibition of Use
By registering to use an CyberX Account (“Account”), you represent and warrant that you (a) are at least 18 years old or of legal age to form a binding contract under applicable law, (b) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, and (c) have not previously been suspended or removed from using the Services. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.
By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions List, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. CyberX maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.
General Risk Disclosure Notice
Investing in Digital Currencies carries a high degree of risk. With leverage, a relatively small movement in the market can lead to a proportionately much larger movement in the value of your account and this can work against you, as well as for you. You may need to provide further funds with little or no notice. It is possible to lose more money than you have deposited into the account.
Even though the characteristics of your instruments will vary from those of the underlying instrument or market, it is important that you understand the risks associated with trading in the relevant underlying market because fluctuations in the price of the underlying market will affect your instruments and the profitability of your trades.
Past performance is not an indication of future performance. The value of investments can go down as well as up.
If you trade in a market denominated in a Currency other than your Default Currency, currency exchange fluctuations will impact your profits and losses.
“Currency” shall be construed so as to include any unit of account.
“Default Currency” shall mean the currency you choose on the Site to denominate your Account in.
Movements in the price of underlying markets can be volatile. This will have a direct impact on your profits and losses. It should be noted that volatility can be unexpected and unpredictable.
Gapping is a sudden shift in the price of an underlying market from one level to another. Various factors can lead to gapping (for example, economic events or market announcements). When these factors occur, the price of the underlying market may move drastically, with no opportunity to sell your instruments before the market shifts. No order will be able to protect you against the risk of gapping.
In setting CyberX’s prices, spreads and the sizes in which we deal, CyberX may take into account the market or markets for the relevant underlying instruments. Market conditions can change significantly in a very short period of time, so that if you wish to sell an instrument or close a position, you may not be able to do so under the same terms as when you purchased or opened it. Under certain trading conditions, it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in a very short period of time.
The insolvency or default of any exchanges or brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets that you have invested. On request, CyberX will provide you with an explanation of the extent to which CyberX will accept liability for any insolvency of, or default by, other firms involved with your transactions.
Registration and Verification
To register for an account, you must provide your real name, email address and password, as well as accept the Terms of Service set forth herein. CyberX may, in its sole discretion, refuse to open an account for you. You agree to provide complete and accurate information when opening an account and agree to promptly update any information you provide to CyberX so that such information is complete and accurate at all times.
The identity verification information we request may include, but is not limited to, your: Name, Email Address, Contact Information, Telephone Number, Username, Government Issued ID, Date of Birth and other information collected at the time of account registration. 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”). In providing this required information, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, CyberX shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.
Account Types and Authorized Users
This Account is owned by only one natural person who is and will continue to be the only person authorized to take any action in the Account. By opening an Individual Account, you represent and warrant that you are and shall at all times continue to be the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom.
This account is owned by a corporation, unincorporated association, a company, a partnership, fiduciary, sole proprietorship or other legally recognized groups (interchangeably defined as an “Entity”) holding an account in any capacity other than an individual capacity. An Entity can apply to open an account through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized User“). Such Authorized User represents and agrees, on behalf of the Entity, as well as on his or her own behalf, that he or she:
is fully authorized to execute all documents or otherwise complete our requirements in his or her stated capacity; has provided us all documents or other information necessary to demonstrate that authority; and
will provide other documents and complete other requirements as we may request from time to time.
We may refuse to recognize any such authorization if, in our reasonable judgment, it appears to be incomplete or improperly executed. By opening a Corporate Account, the Authorized User represents and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom, and that the ultimate beneficial owners of all funds and assets belonging to the Entity are as represented during the establishment of the Account. For both Individual Accounts and Corporate Accounts, we may follow any instructions regarding your Account provided that we reasonably believe such instructions are authorized by the Account holder.
AML and CTF Compliance
All activity on the platform is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter-terrorist financing provisions. You agree and understand that by 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, 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 is conditioned on your continued compliance at all times with these Terms and all applicable laws and regulations.
Account Usage and Security
Accounts can only be used by the person whose name they are registered under. CyberX reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under. You shall immediately notify CyberX if you suspect or become aware of unauthorized use of your username and password. CyberX will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you).
We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the Services. However, there are risks that may arise from individual user actions. You agree to consider your access credentials such as user name and password as confidential information and not to disclose such information to any third party. You also agree that you alone are responsible for taking necessary safety precautions to protect your own account and information. You shall be solely responsible for the safekeeping of your account and password on your own, and you shall be responsible for all activities under your account. CyberX will not be responsible for any loss or consequences of authorized or unauthorized use of your account credentials.
By creating an account, you hereby agree that:
you will notify CyberX immediately if you are aware of any unauthorized use of your account and password by any person or any other violations of the security rules;
you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the Site/Service; and
you will log out from the Site by taking proper steps at the end of every visit.
Deposits and Withdrawals
In order to complete a Digital Currency transaction or settlement, you will need sufficient funds in your Account. You are solely responsible for your use of any external account, provider, or service used to transfer funds to your Account. The timing associated with any deposit will vary and may depend in part upon the performance of third parties unrelated to CyberX. We shall not be responsible for damages resulting from failed or delayed funding.
We may store Digital Currency you deposit for use of the Services in a “hot wallet”, “cold wallet” or other storage methods in our sole discretion. We shall record your ownership of your Digital Currency in our records.
In the event that the balance of available funds in the Account is greater than any minimum balance requirements needed to satisfy all open orders and settlements, you may request a withdrawal of Digital Currency, as applicable. You are solely responsible for losses resulting in whole or in part from any external account, provider, or service. We cannot guarantee the timing of any withdrawal request. Requests may be delayed or canceled as part of our compliance program. We may, in our sole discretion, impose daily, weekly, monthly, or other periodic limits on deposits and withdrawals, which we may implement, eliminate, increase or decrease without advance notice.
No Deposit Protection
Digital Currencies held in your Account are not eligible for any public or private deposit insurance protection.
License; IP Rights
We grant you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use (and allow Authorized Users to use) the Services pursuant to the terms of this agreement. CyberX and its licensors retain all rights, title and interest in and to the Services, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to you hereunder. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content related to the Services, in whole or in part.
All content on the Site is the property of CyberX and is protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified hereby.
The trademarks, trade names, service marks and logos of CyberX and others used on the Site (hereinafter the “Trademarks”) are the property of CyberX and its respective owners. The software, applications, text, images, graphics, data, prices, trades, charts, graphs, video and audio materials used on the Site belong to CyberX. The Trademarks and other content on the Site should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated. The use of any content from the Site on any other site or a networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties.
Trading and Order Handling
In connection with your access and use of CyberX's Services, you agree to comply with all guidelines, notices, advisories, restrictions, legends or disclaimers displayed on or linked to the Services or that CyberX may otherwise communicate to it. All orders are accepted and executed in CyberX’s discretion. CyberX will limit your ability to place Orders consistent with your Account deposit and credit limit. Upon execution of a Trade, your Account will be updated to reflect that the Order has either been filled.
Fixed exchange rate
Your rate gets "locked" for _30s__, meaning it remains the same irrespective of the changes on the market. CyberX cannot guarantee the execution of a Fixed exchange rate transaction in some cases, including, but not limited to the following ones:
Cancellation or Modification of Transactions
By using the Services, you acknowledge that any Order placed by you and accepted by CyberX is a firm Order and represents a binding obligation to buy or sell the specified quantity of Digital Currency. You acknowledge that all transactions are final and are irreversible except in CyberX’s sole discretion. CyberX may reverse or modify a transaction in the following circumstances:
If CyberX is compelled to do so by any applicable law;
If Orders are deemed, in CyberX’s sole discretion, to be abusive or fraudulent in nature;
If Orders are deemed, in CyberX’s sole discretion to involve obvious errors with respect to price, quantity, or other parameters.
If transactions do not occur as reasonably expected, CyberX may make reasonable efforts to restore your position to what they would have been had the technical error not occurred. CyberX may consider a transaction to be clearly erroneous or inconsistent with current market conditions and take certain action to remedy the situation, including but not limited to canceling the transaction in its entirety.
Credit, Settlement and Funding
CyberX may extend credit to you to trade on an unfunded basis. You are able to trade with your deposited funds plus the credit limit you have been granted. Upon a settlement request, the amount payable shall be settled to CyberX’s Digital Currency address(es) as instructed on the platform. Upon receipt of the funds, CyberX will settle the receivable. Settlements may be aggregated such that multiple subsequent trades can be settled in a single transaction.
A transfer of Digital Currency may not be deemed settled and completed until:
the transaction has been recorded in a block and a certain number of subsequent blocks have been added to the applicable blockchain; or
the transaction has met a different protocol confirmation standard for a specific Digital Currency agreed to by CyberX and you in writing or via Electronic Communication.
Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Transfer of a Digital Currency will only be deemed settled and completed if the relevant transaction(s) is included in the current longest chain of the applicable blockchain.
Service Availability and Maintenance
With limited exceptions, CyberX’s goal is to make markets available to all users for monitoring and transacting 24 hours a day. However, CyberX does not guarantee uninterrupted access to the Services, that any Order will be posted, that any Order cancellation will take place or that any Order will be filled. CyberX may suspend access without prior notice during scheduled or unscheduled system repairs or upgrades and to modify the Services at any time without prior notice. CyberX’s Services undergoes regular maintenance. During such times, some or all of the functionality may be unavailable.
In order to minimize disruption, CyberX will often publish regular maintenance. Upon resumption of operations, CyberX will work to ensure the Services undergo an orderly auction restart process. CyberX may temporarily halt operations in the event that the unanticipated maintenance is required. This may include, but is not limited to, unexpected computer or virtual currency network functionality or speed, partner or vendor outages, or cybersecurity incidents. Notice of such a disruption may be communicated to you via Electronic Communication. During the course of any such unexpected disruption, CyberX will take work to timely restore functionality.
CyberX does not own or control any of the underlying software through which blockchain networks are formed and Digital Currencies are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the Services, you understand and acknowledge that CyberX is not responsible for the operation of the underlying software and networks that support cryptocurrencies and that CyberX makes no guarantee of functionality, security, or availability of such software and networks.
Forks and Distributions
As a result of the decentralized and open-source nature of Digital Currencies it is possible that sudden, unexpected, or controversial changes (“Forks”) can be made to any Digital Currency that may change the usability, functions, value or even name of a given Digital Currency. Such Forks may result in multiple versions of a Digital Currency (“New Currency”) and could lead to the dominance of one or more such versions (each a “Dominant Digital Currency”) and the partial or total abandonment or loss of value of any other versions of such Digital Currency(each a “Non-Dominant Digital Currency”).
Due to the administrative complexity of being the repository for a forked Digital Currency, the support of any New Currency in your account is solely at the discretion of CyberX. CyberX is under no obligation to support a Fork of a Digital Currency that you hold in your account, whether or not any resulting version of such forked Digital Currency is a Dominant Digital Currency or Non-Dominant Digital Currency or holds value at or following such Fork.
If CyberX elects, in its sole discretion, to support a Fork of a Digital Currency, 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 CyberX, in its sole discretion, does not elect to support a Fork of a given Digital Currency, including the determination to support, continue to support, or cease to support any Dominant Digital Currency or Non-Dominant Digital Currency, CyberX assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Currency.
CyberX 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 Currency’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 Currency outside of CyberX’s platform (collectively, “Digital Currency Distributions”). CyberX may, in its sole discretion, elect to support any Digital Currency 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 Currency, we may be forced to suspend any or all activities relating to such Digital Currency (including trades, deposits, and withdrawals) on the platform for an extended period of time, until CyberX 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 Currency 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 Currency subject to such Fork. CyberX does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Digital Currencies. All determinations regarding forks shall be made by CyberX in its sole and absolute discretion and in accordance with applicable law.
The User undertakes to pay all your taxes and duties, which can be resulted from the use of CyberX Services and should be paid according to the User’s state of residence regulations. CyberX is not responsible for any violation made by the User due to your obligation to calculate and pay taxes and duties.
You agree to indemnify and hold CyberX and employees, managers, partners and affiliates from and against any suit, action, claim, demand, penalty or loss, including reasonable attorneys’ fees and expenses and any amount paid in settlement to a third party, made by or resulting from any third party (including any government agency or body) due to, in connection with or arising out of (i) your use of the Services, your Account, any breach or alleged or claimed breach of the Terms or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandates, or the rights of a third party, or (ii) any act or omission by your agent, representative or third-party service provider while using your Account, regardless of whether the specific use was expressly authorized by you.
Termination of Agreement
the Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
we detect unusual activity in the Account;
we detect unauthorized access to the Account;
we are required to do so by a court order or command by a regulatory/government authority
in case of any of the following events, CyberX shall have the right to directly terminate this agreement by cancelling the Account, and shall have the right to permanently freeze (cancel) the authorizations of your account on CyberX and withdraw the corresponding CyberX Account thereof:
after CyberX terminates services to you;
you allegedly register or register in any other person’s name as CyberX user again, directly or indirectly;
the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify CyberX of your unwillingness to accept the amended Terms;
you request that the Services be terminated; and
any other circumstances where CyberX deems it should terminate the services.
should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the Account termination process, CyberX shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
if CyberX receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, CyberX may, but has no obligation to, place an administrative hold on the affected funds and your Account. If CyberX does place an administrative hold on some or all of your funds or Account, CyberX may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to CyberX has been provided to CyberX in a form acceptable to CyberX. CyberX will not involve itself in any such dispute or the resolution of the dispute. You agree that CyberX will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.
(a). Remaining funds after the account termination. Except as set forth in subsection (b) below, once the Account is closed/withdrawn, all remaining balance (which includes charges and liabilities owed to CyberX) on the account will be payable immediately to CyberX. Upon payment of all outstanding charges to CyberX (if any), the User will have 5 business days to withdraw all funds from the Account.
(b). Remaining funds after the account termination due to fraud, violation of law, or violation of these terms,
CyberX maintains full custody of the funds and User data/information which may be turned over to governmental authorities in the event of Account suspension/closure arising from fraud investigations, violation of law investigations or violation of these Terms.
In connection with your use of the Services, you will not:
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 CyberX'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 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;
engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or
engage in any behavior which is unlawful, violates these Terms, or is otherwise deemed
unacceptable by CyberX in its sole discretion.
Consent to Communication
You grant your explicit consent to CyberX’s use of your contact information for the purpose of the provision of any information and sending of any messages and notifications in regard to our contractual relations, including for marketing purposes.
Limitation of Liability
WE ARE NOT LIABLE TO YOU FOR CLAIMS, COSTS, LOSSES OR DAMAGES CAUSED BY AN EVENT THAT IS BEYOND OUR REASONABLE CONTROL (E.G. THE ACTS OR OMISSIONS OF THIRD PARTIES, NATURAL DISASTERS, EMERGENCY CONDITIONS, GOVERNMENT ACTIONS, EQUIPMENT OR COMMUNICATIONS MALFUNCTION). WE ARE NOT LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND.
THE TOTAL LIABILITY OF CYBERX FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ACCESS OR USE OUR SERVICES. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF CYBERX OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
Remedies for Breach of Terms
CyberX reserves the right to seek all remedies available at law and in equity for violations of these Terms, including without limitation, the right to restrict, suspend or terminate your account or deny you access to the Services without notice; and CyberX shall be entitled to disclose information (including, but not limited to, your user identity and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under applicable law) or where permitted under or otherwise comply with applicable law.
You undertake not to disclose to any person or persons any Confidential Information that you may acquire in the course of your use of the Services. For the purposes of these Terms, “Confidential Information” shall mean any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) already known by you prior to receipt from us; (ii) publicly known or becomes publicly known through no wrongful act of you; (iii) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by you. The obligations of this clause do not prevent you from disclosing Confidential Information either: (i) to a third party pursuant to a written authorisation from us; or (ii) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any applicable law, provided that CyberX is notified prior to such disclosure to the extent permitted by applicable law.
Absence of Waiver
Any failure or delay by CyberX or its affiliates to enforce any of the Terms or exercise any right under the Terms will not be construed as a waiver to any extent of our rights.
This Site Is provided “as is” with all faults, and CyberX makes no express or implied representations or warranties of any kind related to this Site or the materials contained on this Site. Additionally, nothing contained on this Site shall be construed as providing consult or advice to you.
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
You acknowledge and agree that you may not assign, delegate, sub-contract or otherwise transfer your rights and/or obligations under the Terms. CyberX may transfer, assign, delegate, sub-contract or otherwise transfer its rights and/or obligations under the Terms without notifying you or obtaining your consent.
These Terms, including any legal notices and disclaimers contained on this Site, constitute the entire agreement between CyberX and you in relation to your use of the Services, and supersedes all prior agreements and understandings with respect to the same.
Governing Law & Jurisdiction
THE TERMS AND ALL DISPUTES, CLAIMS OR CONTROVERSIES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF OR RELATING IN ANY WAY TO THE TERMS, THE SITE OR THE CONTENT, THE NEGOTIATION, INTERPRETATION, VALIDITY OR PERFORMANCE OF THE TERMS, THE RIGHTS AND OBLIGATIONS OF YOU AND US HEREUNDER OR ANY TRANSACTION CONTEMPLATED BY THE SITE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG WITHOUT REGARD TO THE RULES OR PRINCIPLES OF CONFLICT OF LAWS OF ANY OTHER JURISDICTION THAT WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF SHALL BE REFERRED TO AND SOLELY, EXCLUSIVELY AND FINALLY RESOLVED BY ARBITRATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED. THE LAW OF THIS ARBITRATION CLAUSE SHALL BE HONG KONG LAW. THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. ARBITRATION HEREUNDER MAY PROCEED NOTWITHSTANDING THAT ANY PARTY FAILS TO PARTICIPATE IN ACCORDANCE WITH THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (“HKIAC”) ARBITRATION RULES, PROVIDED THAT PROPER NOTICE OF SUCH ARBITRATION HAS BEEN GIVEN TO SUCH PARTY, AND THE FINAL AWARD OF THE ARBITRAL TRIBUNAL SHALL BE BINDING ON SUCH PARTY NOTWITHSTANDING ITS FAILURE TO PARTICIPATE. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO ARBITRATION IN ACCORDANCE WITH THIS SECTION.