1.1 General
Before using or accessing websites operated by cerebro.finance including www.cerebro.finance and any services made available through the websites, any associated mobile applications and APIs such as https://cerebro.finance (collectively, the “ Services ”) any related software, forums, blogs, social media pages and other relevant platforms operated or maintained by cerebro.finance (collectively, the “ Sites ”), you must read this User Agreement (“ Agreement ”) carefully and understand all the terms and conditions, especially for the contents highlighted by capitalized terms, italic, bold, underline or color . This Agreement consists of the main body, privacy policy (available here) (“ Privacy Policy ”), as well as any rules, statements, instructions, etc. that this website has published or may publish in the future. For the convenience of wording in this Agreement, the Sites, cerebro.finance and/or any of its affiliates, related body corporate are referred to as “we”, “our” “us” or “Site”.
By signing up a cerebro.finance account, accessing, downloading, using or clicking on “I agree” to accept any cerebro.finance Services, you agree that you have read, understood and accepted all terms and conditions stipulated in this Agreement alongside any other agreements you may be required to accept such as the Privacy Policy, and to be legally bound by these agreements. In addition, when using some features of the Services, you will be subject to specific additional terms and conditions applicable to those features.
Please read these terms carefully as they govern your use of Services and access to the Sites.
THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION AND MEDIATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF MEDIATION AND LEGALLY BINDING ARBITRATION. BY ACCESSING THE SITES AND MAKING USE OF SERVICES YOU ACKNOLEDGE AND AGREE THAT, INTER ALIA, 1) THE TRADING OR HOLDING OF COINS, TOKENS, CRYPTOCURRENCIES, DIGITAL CURRENCIES, OR DIGITAL ASSETS OF THE LIKE INVOLVES SIGNIFICANT RISKS, THE LOSSES CAN BE SUBSTANTIAL AND ANY LOSS AND LIABILITY YOU INCUR IS NOT INSURABLE. YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF THE ABOVEMENTIONED DIGITAL ASSETS AND THEIR DERIVATIVES; 2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF SERVICES AND TRANSACTIONS OF THE ABOVEMENTIONED DIGITAL ASSETS AND THEIR DERIVATIVES; AND 3) WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES RESULTED THEREFROM.
We reserve the right to amend or modify this Agreement, affiliated service terms, activities terms, trading policies or announcements from time to time in our sole discretion without notice to you. The amended terms will be deemed effective immediately upon posting. Your continued use of this site and the services provided by cerebro.finance acts as acceptance of such amendments or modifications. If you do not agree with any such amendments or modifications, you must discontinue using or accessing our Service. By using and accessing our service, you are deemed to have agreed to and fully understood that this Agreement and contents in other affiliated service terms, including the amended terms made by cerebro.finance from time to time.
Our Sites only provide online transaction and platform ervices for you to engage in (as defined hereinbelow) trading activities through the Sites (including but not limited to the transactions etc.). The Sites do not participate in the transaction of s as a buyer or seller and do not provide any services relating to the replenishment and withdrawal of the fiat currency of any country or regions.
1.2 Risk Reminder
(a)
The market is new and unconfirmed, and will not necessarily expand.
(b)
The s themselves are not offered by any financial institution, corporation or the Sites.
(c)
Digital assets are primarily used by speculators, and are used relatively less on retail and commercial market.
(d)
Digital asset transactions are highly risky, due to the fact that they are traded throughout the day without limits on the rise or fall in price, and market makers and global government policies may cause major fluctuations in the price.
(e)
Cryptocurrencies such as Bitcoin and Ether are unlike traditional fiat currencies, goods or commodities in the market and are subject to exceptional risks. Unlike other traditional fiat currencies, cryptocurrencies are decentralized and are not backed by a central bank, government or other legal entities. Cryptocurrencies currently remain largely unregulated. As such, the value of cryptocurrencies may rise and fall depending upon the market, confidence of investors, competing currencies, regulatory announcements or changes, technical problems or any other factors.
(f)
Due to the significant risks of trading cryptocurrencies as well as the impact of technology and the international market, we cannot warrant or guarantee that particular type of cryptocurrency will be available on our Sites and Services. We reserve the right to stop offering Services in relation to a particular type of cryptocurrency on our Sites. We will use our reasonable endeavours to notify you if we cease to support trading or provide Services in relation to a particular cryptocurrency. If this is the case, you will not be able to convert that type of cryptocurrency into any other currency. However, you will be given the option to transfer the cryptocurrency to another user, platform or third party sites. Please be aware that we are not and will not be responsible for any costs incurred by you if you decide to transfer the cryptocurrency to another user, platform or third party website.
(g)
We are not responsible or liable for any cryptocurrency once they are transferred from our Sites to another site, device, platform, wallet or user. Nor are we responsible or liable for any cryptocurrency not traded on our Sites that have been sent into our Sites. We are and will not be responsible or liable for any cryptocurrency that have been sent to an incorrect or incompatible wallet address. Examples of incompatible wallet addresses include but are not limited to the type of cryptocurrency being transferred is sent on.
(h)
As we do not identify the counterparty to any transactions you make, we strongly recommend that you do not send cryptocurrency to any persons you do not personally know or completely trust, as, once sent, the transaction cannot be reversed. It is important for you to take precautions when transferring and storing your cryptocurrencies and/or s whether on our platform or through other sites, wallets or devices. We take no responsibility for the misappropriation or theft of your cryptocurrencies and s. We strongly advise that you familiarize yourself with and implement a personal wallet service or other device for storing your s including cryptocurrencies and implement other security measures. Always take a greater degree of care and precaution to secure your passwords when operating in a digital environment.
(i)
Digital ssets trading is highly risky and therefore not suitable for most people. You acknowledge and understand that investing in s may result in partial or total loss of your investment and therefore you are strongly recommended to decide the amount of your investment based on your loss-bearing capacity. You acknowledge and understand that s may generate derivative risks. Therefore, if you have any doubt, you are strongly advised to seek assistance from a professional advisor and seek relevant professional advice. Furthermore, aside from the above-mentioned risks, there may also be unpredictable risks. Therefore, you are advised to carefully consider and use rational judgment to assess your financial position and the above-mentioned risks before making any decisions on transacting s; any and all losses arising therefrom will be borne by you yourself and we shall not be held liable in any manner whatsoever and howsoever.
You acknowledge, understand and agree that:
(a)
You understand that our Sites are only intended to serve as a venue for you to obtain information, find trading counter parties, negotiate on and effect transactions of s. Our Sites do not participate in any of your transactions, and therefore you shall, at your sole and absolute discretion, carefully assess the authenticity, legality and validity of relevant s and/or information, and solely bear the responsibilities and losses that may arise therefrom.
(b)
All opinions, information, discussions, analyses, prices, advice and other information on our Sites are general market reviews and do not constitute any investment, financial, taxation or any other form of professional advice. We do not bear any loss howsoever arising directly or indirectly from or in connection with the above mentioned information, including but not limited to, any loss of profits.
(c)
We reserve the right to determine, amend or modify any contents of the Sites at any time at our sole discretion. We have used reasonable efforts to ensure the accuracy of the information on the Sites, however, we do not and cannot guarantee the degree of accuracy of the information or bear any loss arising directly or indirectly from or in connection with the information on the Sites or from any delay or failure caused by failure to link up with the internet, transmit or receive any notice and information.
(d)
Using internet-based trading systems also involves risks, including, but not limited to failures in software, and hardware or internet links. Considering that we cannot control the reliability and availability of internet, we will not be responsible for any distortion, delay and link failure.
(e)
You must not use the Sites and any part of the Services to engage in any illegal transactions, activities or illegitimate activities, including but not limited to money laundering, terrorism funding, smuggling and commercial bribery. In the event that any illegal transactions, activities or illegitimate activities is suspected or noticed, we will adopt and apply all available measures at our sole discretion, including but not limited to freezing all relevant Accounts and notifying relevant authorities, and we will not assume any of the responsibilities arising therefrom and reserve the right to hold relevant persons accountable.
(f)
You must not use our Sites or Services in any manner to engage in, undertake, conduct, or involve in any activities that have or potentially have adverse impact on market integrity, our reputation, and/or our other users’ legitimate rights, which includes but not limited to market manipulation activities (such as spoofing, layering, and wash trading) or any illicit, improper, fake, unfair or unethical transactions or trading activities (collectively referred to “ Market Manipulation Activities ”). In particular, you and/or your affiliates (including any individual, subsidiary or entity directly or indirectly controlled by you, under the same control as you, having close connection or associate with you, or acting on your behalf) (“ Affiliates ”) must not open multiple accounts on our Sites to engage in or otherwise participate in any of the abovementioned Market Manipulation Activities. You acknowledge and understand that Market Manipulative Activities may have an adverse effect on the market, such as causing prices of relevant digital assets to become artificially inflated or deflated. We take these activities very seriously and undertake to promote fairness and integrity of the market and shall take the necessary steps to protect our Sites and Services from such abusive behaviours – in the event any of such Market Manipulative Activities are detected, noticed or suspected on reasonable grounds by us, we may in our sole and absolute discretion take actions we deem proper such as issuing warnings, cancelling your trading eligibility, restricting trading, cancelling or revert transactions, escrow earning derived from such Market Manipulative Activities, suspending our Services to you, freezing or setting off any losses or damages arising from your Market Manipulative Activities against any assets held in your and/or your Affiliates’ Account and any such Accounts that we suspect or believe in reasonable grounds are related to you and/or your Affiliates, or suspending or permanently closing all relevant accounts. We do not accept or assume any liability arising from these activities and shall continue to take any actions as we see reasonable and necessary against any Market Manipulation Activities and shall reserve all our rights including but not limited to the right to pursue all available legal and/or equitable remedies to hold relevant persons including you and your Affiliates accountable.
1.3
cerebro.finance provides an online service that allows users to exchange between themselves different blockchain assets, which are data that typically represents transaction, access, or other participation rights on corresponding blockchain networks (collectively, “ Digital Assets ”). cerebro.finance may make available to you other ancillary services to facilitate the exchange of Digital Assets. Depending on your country of residence, you may not be able to use all the function on this site. It is your responsibility to follow those rules and applicable laws in your country of residence and/or country from which you access the Sites and Services. By clicking the "Create Account" button or by accessing or using the Services, you agree to be legally bound by this Agreement and accept all the terms and condition of this Agreement. If you do not agree to be bound by these terms and conditions, you should immediately cease to access the Sites and use of any part of the Service.
1.4
By creating an account with cerebro.finance (“Account ”), you agree to maintain the security and confidentiality of your login credentials and restrict access to your Account and your computer, tablet, or mobile device. You shall take full legal responsibility for all activities that occur under your Account and accept all risks of unauthorized access.
1.5
We reserve the right to make changes or modifications to this Agreement, affiliated service terms, activities terms or announcement from time to time, in our sole discretion without notice to you. The amended terms will be deemed effective immediately upon posting. Your continued use of the Sites and the Services acts as acceptance of such changes or modifications. If you do not agree to any amended terms, you must discontinue using or accessing our Service. By using and accessing our service, you are deemed to have agreed to and fully understood that this Agreement and contents in other affiliated service terms, including the amended terms made by cerebro.finance from time to time.
2.1
By accessing the Sites or using our Services, you represent and warrant that you are at least 18 years old and legally capable of entering into and being bound by contracts, including but not limited to the Agreement, and have not previously been suspended or removed from the Site or Services.
2.2
In the event that you are accessing our Sites and/or Services on behalf of any beneficiary, natural person or legal person including any forms of incorporation, partnership, association, organization or any other entity type (“ Represented Person ”), your continued access of our Site and/or Services shall constitute your representation to us that you have been duly authorized by such Represented Person to use our Site and our Services, perform any transactions or activities thereon, and to therefore bind your Represented Person to this Agreement and to any such transactions or activities that you have performed. Accordingly, when the term “you” is used herein this Agreement and any associated contents, terms and policies, “you” shall refer not only to you the actual user as an individual, but also the Represented Person, and therefore both you and the Represented Person are jointly and severally bound under the Agreement. Accordingly, you also hereby undertake that the Represented Person is capable of and agreeable to being bound by the Agreement.
2.3
You represent and warrant that:
(a)
you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List;
(b)
you are not restricted or prohibited from engaging in any type of trading by the European Union, Securities and Futures Commission of Hong Kong, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control as well as any other administrative law enforcement agencies or authorities in other jurisdictions;
(c)
it is your responsibility to ensure that your access to the Sites and use of the Services is in accordance with your local laws and regulations;
(d)
you acknowledge that we reserve the right to make all or just part of the Services available in certain markets and jurisdictions only, in our sole absolute discretion and in accordance with local applicable laws. We may restrict or prohibit use of all or a portion of the Services from the locations:
i)
that we determinate, in our sole and absolute discretion, not appropriate or suitable for us to provide all or a portion of the Services; or
ii)
where the local laws do not permit us to provide all or a portion of the Services from and/or to that jurisdiction, (together, “ Restricted Locations ”).
The Restricted Locations include but not limited to the United States of America, Mainland China, Singapore, Canada, France, Germany, Hong Kong, Malaysia, Malta, Cuba, Iran, North Korea, Sudan, Syria, Crimea Region, Spain, Luhansk, Donetsk, Netherlands, Bolivia, UK, Myanmar, Venezuela, Uzbekistan and so on. Please note that we may place certain restrictions or terminate specific Services to users in some jurisdictions from time to time for the purposes hereof.
We may in our absolute discretion update the list of the Restricted Locations from time to time without any notice to you. It is your responsibility to frequently check the Sites to familiarize yourself with the list of the Restricted Locations and immediately cease accessing our Sites and use of our Services should you locate in any of the Restricted Locations.
2.4
The content of the Terms shall not be excluded from the laws of the country or region under which the user belongs, otherwise the user shall immediately cease to access the Sites and use the Services. As a result, if you do not meet these eligibility requirements, please immediately stop accessing our Sites and do not use our Services.
2.5
To use our Services, you shall have proper devices and pay for cost that may occur, including but not limited to the costs incurred from computer, mobile phone, modem and cost for Internet connection and phone call.
2.6
By clicking to “I agree” to the cerebro.finance User Agreement button, you will be deemed to have agreed to all the terms and conditions contemplated in the Agreement and have the legal right and full capacity to use all Services, including but not limited to checking the related information of the Services, placing orders, making trading activities rationally. You agree to take all the risks associated with, arising from and in connection with such activities.
2.7
When you register an account with us, you agree to:
(a)
create a strong password that you do not use for any other website or online service or platforms and enable two factor authentication as a further protection measure;
(b)
maintain the security of your account by protecting your login credentials and restricting access to your account to yourself only;
(c)
take responsibility for all activities that occur under your account and accept all risks of any authorized or unauthorized access to your account;
(d)
accepted to be bound by all terms and conditions of this Agreement;
(e)
confirm that you have attained the age of 18, or another statutory age for entering into contracts as is required by a different applicable law, and your registration with our Sits, purchase or sale via the Sites, release information on the Sites and other behaviors indicating your acceptance of the Services offered by us shall comply with the relevant laws and regulations of the sovereign state or region that has jurisdiction over you, and you confirm that you have sufficient capacity to accept these terms and conditions, enter into transactions and to use the Services;
(f)
undertake all liabilities for your own transaction and non-transaction activities as well as all profits and losses therefrom;
(g)
confirm that all information provided at the time of registration of an Account with us is true, updated and accurate;
(h)
comply with all relevant laws, including the reporting of any transaction profits for tax purposes; and
(i)
receive emails or short messages sent our Sites related to the management and operation thereof.
2.8
You shall not open sub-accounts for any Represented Persons who are restricted or prohibited from accessing our Sites or using our Services. This includes any Represented Persons who are residents of any Restricted Locations. You will not open sub-accounts for Represented Persons who are themselves or otherwise owned or controlled, directly or indirectly, by individuals or entities subject to the Specially Designated Nationals And Blocked Persons List (“SDN List ”) and any other applicable sanction lists. You will not facilitate transactions, directly or indirectly, on behalf of, or for the benefit of, any individuals or entities which are residents of Restricted Locations or subject to any applicable sanctions.
2.9
You acknowledge and understand that the Securities and Exchange Commission (“SEC ”) and the Commodity Futures Trading Commission (“ CFTC ”) of the United States, as well as other government agencies of the United States, may claim or assert jurisdiction over certain exchange activities outside of the United States with respect to the servicing of a “U.S. person” or “U.S. customer,” as those terms may be defined or interpreted under the laws of the United States. You further acknowledge and understand that we, including our affiliates and related body corporates, do not intend to provide Services to or solicit such “U.S. persons” or “U.S. customers,” and expressly prohibit the same from using any of our Services. In order to abide by all applicable laws, rules, and regulations of the United States, you hereby acknowledge, certify, represent, warrant, and agree, with respect to the services contemplated in this Agreement, that:
(a)
You and any Represented Persons are not “U.S. persons” or “U.S. customers”, as those terms are defined or referenced by the laws, rules, or regulations of the United States, including but not limited to, the laws, rules, and regulations of the SEC, CFTC, or any other United States agency;
(b)
You and any Represented Persons have not been advised, suggested, induced, or otherwise influenced to evade or attempt to evade any of the above referenced laws, rules, or regulations by us including our affiliates and related body corporates;
(c)
You have not advised, suggested, induced, or otherwise influenced any of your Represented Persons to evade or attempt to evade any of the above referenced laws, rules, or regulations;
(d)
You and any Represented Persons (i) do not reside in the United States if they are natural persons, and (ii) are not formed, registered, or organized under the laws of the United States, or have their respective principal place of business located within the United States;
(e)
You and any Represented Persons are not subject to the laws, rules, or regulations in any other jurisdiction with materially similar effects;
(f)
You will immediately notify us of any change in status to the above; and
(g)
You shall indemnify, defend, and hold harmless us, including any of our affiliates and related body corporates, directors, members, officers, employees, agents, service providers, against any and all claims, demands, actions, damage, losses, costs and/or expenses incurred arising from or in connection with any breach of any part of this clause 2.
3.1
We may restrict, suspend or terminate your account, use of the Service, the processing of any transaction, any accounts beneficially owned by any of our affiliates, related entities, at any time if we in our sole discretion suspect, notice and determine that you have violated this Agreement or any part of applicable laws in your jurisdiction or that the provision or your use of the Service in your jurisdiction is unlawful.
3.2
When we in our sole discretion decide that you or your associated account user is not suitable for high-risk investment, we have the right to suspend or terminate the use of your account and all associated accounts thereof immediately.
3.3
If you do not have relevant registration qualifications set in this Agreement, we will have the right to refuse your registration. If you have already registered, we will have the right to revoke your account with us, and we reserve the right to hold you or your authorized agent accountable. Furthermore, we reserve the right to decide whether to accept your application for registration in all circumstances.
3.4
When it is discovered that the person using an Account is not the initial registrant of that Account, we will have the right to suspend or terminate the user's access to that Account immediately.
3.5
If we reasonably suspect that the information you provide is wrong, untrue, invalid or incomplete, we shall have the right to notify you to correct or update the information or suspend or terminate its supply of the services to you.
3.6
Should you (whether directly by yourself or indirectly via your request to us) upload, post, publish, or transmit any information on or via our Site, or you communicate with any other users of our Site, you agree to be fully responsible for all such posts and communications. Accordingly, you undertake to only use the Site in a legal and considerate manner, not to misuse or abuse the Site or its other users, including but not limited to not causing any defamation, harassment, sedition, collecting data of other users for your own purposes, and introducing virus, trojans or hacks. In the event that you misuse or abuse the Site, we shall be fully entitled to suspend or ban your account, and/or remove your information from our Site without any prior notice or liability to you. Nonetheless, you agree that we shall not be howsoever liable for any posts or communications by third parties that offend you, although we will sincerely look into any complaints in relation to such posts or communications that you communicate to us of in writing.
3.7
We may take any actions which we deem necessary and reasonable in our sole discretion including but not limited to suspending, restricting, or terminating your access to any or all of the Service and Sites, deactivating or cancelling your Account with immediate effect, or cancelling, suspending, blocking, placing on hold, refusing to complete a digital assets transaction if we in our reasonable opinion believe it necessary for us to do so to fulfil our legal obligations, protect our reputation, promote the fairness and integrity of the market and enforce our rights. We may cooperate with relevant government authorities and judicial authorities to freeze, forfeit and transfer Digital Assets in your Account to a designated account as directed by these authorities where we consider appropriate.
This clause 4 applies only to the extent that you are permitted to engage in margin trading & lending and cerebro.finance Contracts on cerebro.finance. Margin trading & lending and Perpetual Contracts are not allowed in the jurisdictions in which they are prohibited by applicable laws and regulations or, by this Agreement. We reserve the right to amend and/or remove margin trading & lending and perpetual contracts functionalities in your country any time with or without prior notice to you.
4.1 Margin Trading and Lending
Margin trading is a form of trading in which you trade with an extra amount of Digital Assets borrowed from someone in addition to the Digital Assets you already have. On our Sites, you may use borrowed Digital Assets from other users to go short or long position.
(a)
Margin trading risks
Margin trading is high risky. As a margin trader, you acknowledge and agree that you shall access and use the margin trading and borrowing service at your own risks. Further, you acknowledge, agree, and confirm the following:
i)
Trading markets are extremely volatile and shift quickly in terms of liquidity , market depth, and trading dynamics. The use of leverage can work against you as well as for you and can lead to large losses as well as gains.
ii)
You are not entitled to receive forked coins split from any Digital Assets in your margin account, even if you have not engaged in any margin trading or borrowing at all.
iii)
The loan carries risks and the value of your Digital Assets may drop. If the value of your assets drops below a certain level, you are responsible for responding to this market circumstance.
iv)
Under certain market conditions, you may find it difficult or impossible to liquidate a position. This may occur, for example, there is insufficient liquidity in the market or due to technical issues from our end.
v)
Placing contingent orders will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.
vi)
There is no guarantee measure against losses on margin trading. As a borrower, you may sustain a total loss beyond what you have deposited to your margin account.
(b)
Lending risks
As a lender, you can lend your Digital Assets to other users on some of the Sites by offering a loan at a fixed interest rate and for a duration on lending page. When you lend your Digital Assets:
i)
You may suffer loss of an unpaid principal and interests if the borrower defaults on a loan and liquidation of the borrower’s margin account fails to cover the outstanding loan.
ii)
You may suffer loss of forked coins split from the Digital Assets if your Digital Assets are in lending offers or loaned out when the fork takes place.
iii)
You may suffer a drop of value for Digital Assets you loaned out when the value drops dramatically and you cannot sell it timely.
(c)
To enter into margin trading or lending:
iv)
You should and must fully understand the risks associated with the margin trading and lending and solely responsible and liable for any and all trading and non-cerebro.finance activity on your account with us. Do not enter into transactions or invest in funds that are above your financial abilities or your tolerance to financial risks.
v)
You are solely responsible and liable for knowing the true status of any position or lending with any other party on our Sites.
vi)
You agree to maintain in your cerebro.finance margin account sufficient amount of Digital Assets required by us for users to participate in margin trading and return your loan in due time. Failure to maintain sufficient amount of Digital Assets or return outstanding loan in due time may result in forced liquidation of Digital Assets in your margin account.
vii)
We cannot guarantee to stop losses even with the ability to forcedly liquidate any of your positions. If, after your positions are liquidated, your assets are insufficient to cover the outstanding loan, you will still be responsible for any additional asset shortfall.
viii)
We may, in our absolute and sole discretion, undertake all reasonable measures to mitigate potential losses for you on your behalf, including, but not limited to, transferring balance from your margin account to your exchange account and/or from your exchange to your margin account.
ix)
When you lend your Digital Assets, you acknowledge that we will not be responsible for any loss from offering loans on any of our Sites and any losses incurred by a borrower or any other party on the Sites.
x)
You agree that you will conduct all trading, margin trading, lending, and/or borrowing on your own account and claim full responsibility for your activities. We do 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 or associated with access to our Sites.
4.2 Perpetual Contract
(h)
A Perpetual Contract is a product similar to a traditional futures contract but does not have an expiry date. Perpetual Contracts trade like spot, tracking the underlying Index Price closely. It achieves this via mechanics of a funding component, that is, users who hold a position over the funding time stamp either pay or receive funding based on a funding rate and your position value.
(i)
Perpetual Contract Risks
Perpetual contract trading involves substantial risk of loss and is not suitable for most investors. You hereby acknowledge and agree that you fully understand the risks involved in trading and have considered and will continue to carefully consider whether the perpetual contract trading is suitable considering your financial circumstances and resources. You also acknowledge, agree, and confirm that you understand the following:
i)
Perpetual contract is highly leveraged. Highly leveraged position and large contract sizes means that investors may suffer huge losses even in the case of a small movement in the market. You may lose your entire margin on your contract account.
ii)
We may, at our sole discretion, cancel or close your open order and liquidates your position without notice to you to control risks.
iii)
We may close your position at the bankruptcy price of other users in the event of Auto-Deleveraging if you are at the priority rank of profit and leverage without notice to you.
iv)
If you hold position over the funding time stamp, you may either pay or receive funding based on a funding rate and your position value. The amount of funding may be huge depending on the funding rate and your position value.
v)
We may require you increase margin levels for larger position sizes at its sole discretion.
vi)
You are not eligible for receiving forked coins for any of your assets in your Contract account in the event of a fork.
vii)
Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market or due to technical issues on our platform. Placing contingent orders, will not necessarily limit your losses to your intended amounts, since market conditions may make it impossible to execute such orders. The use of leverage can work against you as well as for you and can lead to large losses as well as gains.
(j)
To enter into Perpetual Contracts:
i)
You are at least 18 years of age and have the capacity to enter into perpetual contracts trading on the Sites.
ii)
You fully understand the rules and risks associated with perpetual contracts and accept all the risks and consequences led to by perpetual contracts trading.
iii)
We may, at our sole discretion, close your positions, seize your earnings, and block your Account in the event we suspect or have reason to believe you are engaged in illegal or suspicious trading or other activities or have breached terms of this Agreement or any of our policies. You shall not, in any way hold us liable for any loss howsoever arising from or in connection with perpetual contract trading and you may in the meantime be liable for any damages to us.
iv)
You agree to always maintain sufficient amount of margin to meet our minimum margin requirements, which is subject to changes from time to time. If the value of your positions drops below a certain level, you are responsible for supplements with additional margin so to meet our minimum margin requirements. Failure to supplement additional margin or maintain a minimum level of required margin may result in closing your open order and forced- liquidation of your positions. In the case of a forced liquidation, your position will be taken over by us and liquidated at the bankruptcy price.
v)
You fully understand and agree that, when a forced liquidation is triggered, in the event that we are unable to liquidate the position at the bankruptcy price, we will spend insurance funds aggressing the position in the market in an attempt to settle it. If this still does not settle the forced liquidation, this will then lead to an Auto-Deleveraging event where opposing traders’ positions by profit and leverage priority are automatically deleveraged. If we are able to liquidate the position at better than the bankruptcy price, the additional funds will be added to the insurance fund.
vi)
If you hold position over the funding time stamp, you may either pay or receive funding based on a funding rate and your position value. You agree to such payment exchange based on the funding rate and position valued calculated by us.
vii)
vii) You are solely responsible and liable for any trading and non-trading activities on the Sites and accept all associated risks.
viii)
You are solely responsible for obtaining and being aware of the true status of any position with any counter-party on the Sites, even if relevant information is presented incorrectly by us at any time.
5.1
The Sites allow account holders to buy, list and sell non-fungible tokens (“ NFT ”). Our NFT services are a convenient, simple and user-friendly way of trading NFTs.
5.2
To access our NFT services you must have a cerebro.finance account.
5.3
By accessing our NFT services you acknowledge and warrant that you have read, understood and agree to all the terms and conditions that apply to our NFT services.
5.4
You can only access our NFT services for Eligible NFTs available on our Sites from time to time. " Eligible NFTs " are those NFT collections that we have verified as eligible for purchase from time to time. We may publish a list of Eligible NFTs on our website (“ Eligible NFT List ”).
5.5
We may, at our absolute discretion, add or remove NFT collections from the Eligible NFT List for any reason. If we remove a NFT collection from the Eligible NFT List, any open orders from that NFT collection on the Sites will be immediately cancelled.
5.6
NFTs sent externally only from an Approved Platform into the managed wallets or accounts by us will be accepted. Approved Platform means an external NFT platform or chain recognized and approved by us from time to time. As at the date of this Agreement, depending upon the type of contract and the chain that relevant NFT is on, the Approved Platform includes Opensea, Magic Eden and Binance Smart Chain (BSC). It is your responsibility to check on our Sites to make sure you are updated with the list of Approved Platform from time to time. We will not be responsible or liable for any NFTs that are sent externally into our Sites from any other site, device, platform or wallet other than from those Approved Platforms.
5.7
An Eligible NFT on our Sites can only be purchased using “ Eligible Cryptos ”. “Eligible Cryptos” are those cryptocurrencies that we have approved for use for a particular Eligible NFT purchase. The list of “Eligible Cryptos” will be shown at the time of purchase.
5.8
Eligible NFTs on our Sites can be sold to a type of currency as approved and accepted by us from time to time . All Eligible NFTs listed for sale using our NTF services may be listed in USDT or another type of cryptocurrency determined by us in our sole discretion.
5.9
A service fee applies to all transactions where Eligible NFTs are purchased or sold on our Sites. By using our NFT Services, you accept and acknowledge that we may adjust our service fee at any time. We will notify you of the service fee that applies to your transaction at the time of the transaction.
5.10
A third-party network fee applies to all transactions where Eligible NFTs are purchased or sold on our Sites. We do not set these third-party network fees. By using our NFT Services, you accept the third-party fees as they apply at the time of the transaction. The third-party network fees will be displayed at the time of the transaction.
5.11
A conversion rate applies to transactions where Eligible NFTs are purchased using some Eligible Cryptos. By using our NFT Services you accept the conversation rate applicable at the time of the transaction. The conversation rate will be built into the purchase price shown to you at the time of purchase confirmation.
5.12
You may cancel the listing of an Eligible NFT at any time prior to confirmation of sale. We may, in some instances, use our discretion to prevent the cancellation of listed Eligible NFTs.
5.13
Eligible NFTs purchased on our Sites are stored in secure custodial wallets managed by us.
5.14
As NFTs are non-fungible in nature, they cannot be replaced one for one. Given the irreplaceable nature of NFTs, you acknowledge that by accessing our NFT services it is your responsibility to maintain the security of your account and any Eligible NFTs held. We will not be responsible or liable for the misappropriation or theft of Eligible NFTs held on our Sites.
5.15
You acknowledge and agree that you access our NFT services “as is” and at your own risk. We strongly recommend that you do your own research and obtain your own advice if you are unsure.
5.16
For the avoidance of doubt, all clauses in this Agreement apply to our NFT services.
6.1
Trading Digital Assets can be extremely risky. The markets in relation to Digital Assets trading are extremely volatile and can shift quickly. The blockchain networks may go offline due to attack, bugs, hard forks, or other unforeseeable reasons. We may experience sophisticated cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause service interruptions. You are solely responsible and liable for any and all trading and non-trading activity for your account on the Sites and fully responsible for safeguarding access to your account and any information provided through the site.
6.2
You do your own appraisal and investigations and accept the risk of trading Digital Assets. By accessing our Sites and use of our Services, you represent that you are solely responsible for you own appraisal and investigation into the risks of the transaction and the underlying Digital Assets. You represent that you have sufficient knowledge and experience to make your own evaluation of the merits and risks. Listing of a Digital Asset on the Sites does not indicate our approval or disapproval of the underlying technology in relation to that Digital Asset, and should not be used as a substitute for your own understanding of the risks associated with each Digital Assets. We give you NO warranty as to the suitability of the Digital Assets and assume or owe no fiduciary duty in our relations with you.
6.3
You accept all risks associated with or in connection with a transfer of your Digital Asset to an address. Digital Asset transactions is not reversible. Once you send Digital Asset to an address, you accept the risk that you may lose access to your asset immediately and indefinitely. You are solely responsible for the verification of the address to which you send your Digital Assets. If you deposit a Digital Asset of a kind or type which is not listed on your deposit page, it means that any transactions in relation to such type of Digital Asset is not supported by us and therefore we will not be able to return to you any of such assets claimed being transferred to us. It is your responsibility to ensure that the address to which you are depositing is listed on your deposit page. We take no responsibility or liabilities for any Digital Assets sent to a wrong address (including any external or internal wallet address and cerebro.finance UID).
6.4
We do not advise on trading risk. You must seek your own advice from a financial advisor or other professional advisor and shall bear full responsibility for the risks involved in trading of Digital Assets on our Sites. Under no circumstances shall any information, charts, pictures, contents of any kind and documents shown on the Sites or provided by us constitute investment advice or professional advice of any kind.
6.5
We may delist a Digital Asset at any time in its sole discretion.
6.6
We may correct, reverse, or cancel any trade impacted by an error in processing your purchase or buying, or correct or reverse or cancel your deposit or withdrawal of Digital Asset impacted by an error in processing your deposit or withdrawal.
6.7
We may seize your abandoned property. If you have not logged into your account on the site for an uninterrupted period of two years, we reserve the right to deem that any and all property that you hold on the Sites, including Digital Assets, to be abandoned, without notice to you. If your property is abandoned, it will be immediately forfeited and seized by us and we may donate them to a nonprofit group. You accept all risks associated with or arising from missing communication from us. You acknowledge that we may post information on the Sites or communicate with you by email or support ticket from time to time. You understand and agree that if we post information or send you information but you howsoever fail to receive it, we will be deemed to have provided the information to you regardless.
7.1
We collect information about you in accordance with the laws and regulations, including:
(a)
information collected when you create an online account, complete a transaction, fill out a form, respond to surveys, post messages to our chatroom or twitters or otherwise communicate with us;
(b)
information automatically collected when you use the site and service, including but not limited to device identifiers, mobile network information, the type of browser used, IP address and other standard web log data and information collected by Cookies and similar tracking technologies;
(c)
information collected from third parties, including identity verification services; and
(d)
information collected from other sources legally.
7.2
We will implement reasonable security practices to help protect the security of your information and will not disclose your non-public information, including name, password and phone number, to any other third party without your prior permission, excepting for the following cases:
(a)
disclose your information to yourself or a third party with your consent;
(b)
disclose your information with your consent so that you may use products or services;
(c)
disclose or share your information to comply with our legal obligations to authorities stipulated by laws and regulations, including without limitation to, administrative authorities and financial authorities; and
(d)
when we believe, in our sole discretion, that the disclosure of your information is necessary to prevent physical harm or financial loss, to report suspected illegal activity, or to investigate violations of or enforce our user agreements or other policies and agreements.
FOR MORE DETAILS REGARDING THE TYPE OF INFORMATION WEW COLLECT AND THE WAY WE MAY USE IT OR DISCLOSE YOUR INFORMATION, PLEASE REFER TO OUR PRIVACY POLICY. WE STRONGLY RECOMMEND THAT YOU READ THROUGH OUR PRIVACY POLICY AND FAMILARISE YOURSELF WITH THE CONTENTS.
8.1
You can check transactions information and relevant materials posted on the Sites and participate in specific financial related activities provided by us currently or in the future according to this Agreement and use of service rules posted.
8.2
You should use services on the Sites in accordance with this Agreement and related rules on a volunteer, fair, and honest basis. You should not use the Site or our services to infringe the legitimate rights and interests of others or make improper profits or disturb the normal order of online trading.
8.3
When you accept to use Services, you also agree to accept information service provided by us and authorize us to send commercial information to your email address, mobile phone and other communication address. You can choose to decline such information service by doing specific changes according to our instructions.
8.4
Though we strive to maintain the site to provide you sustainable, safe, stable and smooth services, there is no guarantee that the Services will be no delays, failures, errors, omissions or loss of transmitted information. You understand and agree that we have the right to suspend service for system update and upgrading, new function addition, and other cases where service shall be interrupted by our judgment.
8.5
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
8.6
If you disagree to any of the amended terms of the Agreement or is unsatisfied with our services, you have the rights to:
(a)
stop accessing the Sites or using Services; or
(b)
notify us to terminate Services for you by contacting our support. When your service is terminated, we have no obligation to deliver to you or third party with information or services pending.
8.7
We may suspend, restrict, or terminate your access to any or all of the Service and Sites, and/or deactivate or cancel your Account with immediate effect, or cancel, suspend, block, place on hold or refuse to complete a Digital Assets transaction in the event that:
(a)
we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction;
(b)
we reasonably suspect you of acting in breach of this Agreement or any other policies as displayed on our Sites from time to time;
(c)
we have concerns that a transaction is erroneous or about the security of your Account or we suspect that the Services are being used in a fraudulent or unauthorized manner;
(d)
we suspect money laundering, terrorist financing, fraud, or any other financial crime;
(e)
use of your Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity;
(f)
you take any action that may circumvent our controls such as opening multiple accounts or abusing promotions which we may offer from time to time; and/or
(g)
we reasonably believe that we need to do so in order to protect our reputation and/or comply with any requests, orders or judgment issued by a court or government authority or competent authority.
8.8
We may suspend, restrict or terminate your access to any or all of the Sites and/or Services and/or deactivate or cancel your Account without a reason by giving you 45 days notice. You agree and acknowledge that our decision to take any of these actions may be based on confidential criteria that are essential for the purpose of our risk management and security protocols. You acknowledge and agree that we are not obligated to disclose the details of our risk management and security procedures to you.
9.1
Your login credentials and security
(a)
You have the rights to choose to be or not to be our member. If you choose to be a member, you may create your account and set a preferred nickname. The nickname shall not contain any word with insulating, threatening or pornographic indication or infringing on others’ legitimate rights.
(b)
You become a member of cerebro.finance by creating an account successfully and obtain a combination of username (or email address) and password. You are solely responsible and liable for all the activities and events logged in using this combination of username (or email) and password and accepts all associated risks.
(c)
You have the obligation to protect all your account registered with us, user name and password, SMS verification code (verification code sent to your phone number in message) and TOTP code (dynamic code generated by the authentication app associated to your cerebro.finance account, which can be set in Two Factor Authentication on cerebro.finance page), API Key and Secret and is solely responsible for the safety of user name and password, SMS code and TOTP, API key and secret. User shall take responsibility and liability for legal consequence from leaking the above-mentioned information and shall not hold us liable for any loss of asset due to the leakage of the information not caused by us.
(d)
You can reset password via email associated to your cerebro.finance account or SMS sent to your phone number associated to your cerebro.finance account in the case the account was created via phone number. You shall promptly notify us if you discover or otherwise suspect any security breaches related to your cerebro.finance account or unauthorized use of your cerebro.finance account.
(e)
We will not ask for your password or ask you to deposit to address not provided on the Sites. You should never believe in any discounts or promotion information or send your asset to address not provided by the Sites. It is your responsibility to ensure you send asset to the correct address provided for that asset by us. You shall not hold us liable for any loss of asset by sending assets to address not provided by us.
9.2
In the event that you make contributions to the Sites, you might get rewarding or privileges (but there is no guarantee) from us subject to any of our rewarding policies.
9.3
You have the right to modify some of your account information.
9.4
You have the right to join cerebro.finance community and post comments or articles without violation of rules of cerebro.finance and laws or regulations.
9.5
You have the right to participate in online or offline activities organized or provided by cerebro.finance.
9.6
You have the right to enjoy related services provided by cerebro.finance according to the related rules and terms of cerebro.finance.
10.1
You may make comment on the product or service provided by us and make modification or deletion within proper ranges. You shall not use the Sites to threat national security, leak national secret, infringe on the legitimate rights of other individuals or social community or nation and for other illegal activities. You shall not use the Sites to propagate information violating policies, laws and regulations and social norms.
10.2
You must not register an Account for malicious purpose, including but not limited to registering an account or several accounts for hyping, profit making, receiving awards or any financial gains. You must not use another user’ s account, use multiple accounts (whether or not these accounts were registered by you, belong to you or are under your control) or utilize any potential gap or loopholes in our rules, policies or event designs for any gains. In the case we suspect or detect these activities, we may take necessary actions in our sole discretion, including but not limited to, deleting the contents you posted, cancelling your rewards, deducting any profits that have been accrued or gained through the Sites or participation in any events (including any promotion events) such as airdrops, rewards, and any profits earned through such fraudulent activities or transferred through multiple accounts, freezing your assets held in your account or any account which we suspect (acting reasonably) are associated with you, suspending or terminating your account, or taking legal proceedings against you.
10.3
You should not use the Sites as arena, platform or media for any unauthorized or illegal activities. You should not use the name of cerebro.finance to participate in any commercial activity or use the Sites as arena, platform or media for commercial purpose, without our prior authorization or permission. In the case we detect the above mentioned activities, we may take necessary actions in our sole discretion, including but not limited to, deleting the contents you posted, canceling your rewards, privilege or assets on the Sites, suspending or terminating your account, even taking legal proceedings against you.
10.4
Any information posted on the Sites by you in any form shall conform to good practice of social norms and must not violate laws and regulation and our policies, terms and rules or harm or negatively affect the legitimate rights and interest of others. You shall take full responsibilities and liabilities for all the circumstances for your behaviors for posting such information and we reserve the rights to claim damages against you.
10.5
You fully comply with cerebro.finance's requirements for Restricted Locations when making a recommendation, marketing, or soliciting business from potential clients.
11.1
We will not be responsible for damages caused by delay or failure to perform undertakings when the delay or failure is caused by fires, strikes, floods, power outages or failures, acts of God or the state’s enemies, lawful acts of public authorities, any and all market movements, shifts, or volatility, computer, server, or internet malfunctions, security breaches or cyberattacks, criminal acts, delays or defaults caused by common carriers, acts or omissions of third parties, or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen (“ Force Majeure ”). In the event of Force Majeure, we will be excused from any and all performance obligations and the Services shall be fully and conclusively at an end.
11.2
We do not guarantee that the information on the Sites and Services fully stratify your needs and shall not be hold liability to any error, insulation, slanders, inaction, blasphemy or pornography that you may experience during using the Sites or our Services. You should always seek your own professional advice based on your own circumstances before using any of our Services.
11.3
Given the nature and specialty of internet and cyber environment, we cannot guarantee our Service will not be interrupted and do not guarantee the timeliness and safety of services and do not take liability for damages not directly caused by us.
11.4
We strive to provide you with safe access to the Sites and Services, but we do not represent or guarantee the Sites or Services are safe without malicious element or virus or other potential risk. You shall scan and process file or other elements downloaded from the Sites with industry recognized software. You should use your own judgment to distinguish the true from the false to avoid risks.
11.5
We will not be responsible for the failure of save, modification, deletion or storage of information posted by you. We will also not liable for any typographical error or negligence not intended by us. You should use your own judgment to distinguish the true from the false to avoid risks.
11.6
We are entitled but not obliged to correct or update unintentional omission or error.
11.7
Unless expressly agreed in written form, we do not guarantee the accuracy, completeness, or reliability of information (including but not limited to advertisement) you may get from, via or by links to the site or in any other methods related to the site. We will not be responsible for your purchase or obtaining of product, service, information or material due to such information. You shall take all the risks of using the information.
11.8
Comments or information posted by user on the Sites only stands for the opinion of the individual who posts it, which should not be taken as our agreement to or confirmation of the information or description. We will not be liable for the comment or information posted by users.
11.9
We reserve the right to delete information posted on the Sites which violates laws and regulation or user agreement without notice.
11.10
We may deliver notice or message to you via announcement on webpage, email address, support phone, message via mobile phone or regular mail delivery. We will not be responsible for information delivered by other channels in related to prize winning, promotion or other activities or events.
11.11
We are entitled to adjust the fee for deposit, withdrawal and trading and other services according to market and has the right to terminate the promotion at any time.
11.12
You are responsible for determining whether or which laws that may apply to you, including any tax related law. You are solely responsible for reporting and paying any taxes arising from your use of our Services and Sites.
11.13
You agree to pay us any applicable fees for using our Service and authorize us to deduct fees from your Account. You agree and understand we may revise or update Fee schedule from time to time in its sole discretion and changes to the fee schedule are effective immediately.
12.1
You understand and agree that under no circumstance will we be held liable for any of the following events:
(a)
loss of income;
(b)
loss of transaction profits or contractual losses;
(c)
disruption of the business;
(d)
loss of expected currency losses;
(e)
loss of information;
(f)
loss of opportunity;
(g)
damage to goodwill or reputation;
(h)
damage or loss of data;
(i)
cost of purchasing alternative products or services;
(j)
any indirect, special or incidental loss or damage arising from any infringement (including negligence), breach of contract or any other cause, regardless of whether or not such loss or damage may reasonably be foreseen by us, and regardless of whether or not we are notified in advance of the possibility of such loss or damage.
(k)
Items (a) to (j) above are independent of each other.
12.2
You understand and agree that we shall not be held liable for any damages caused by any of the following events:
(a)
Where we are properly justified in believing that your specific transactions may involve any serious violation or breach of law or agreement;
(b)
Where we are reasonably justified in believing that your conduct on the Sites is suspected of being illegal or immoral;
(c)
The expenses and losses arising from the purchase or acquisition of any data, information or transactions through the services offered by the Sites;
(d)
Your misunderstanding of the Services offered by us; and
(e)
Any other losses related to the Services which cannot be attributed to us.
12.3
Where we fail to provide the Services or delay in providing such Services due to information network equipment maintenance, information network connectivity failures, errors in computer, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labor disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the Digital Asset market, actions by government, judicial or administrative authorities, other acts that are not within our control or beyond our ability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide Service or delay in providing Services, or for the resultant loss you may sustain as a result of such failure or delay.
12.4
We cannot guarantee that all the information, programs, texts, etc. contained in our Sites are completely safe, free from the interference and destruction by any malicious programs such as viruses, trojans, etc., therefore, your log-into the Sites or use of any services offered by the Sites, download of any program, information and data from the Sites and your use thereof are your personal decisions and therefore you shall bear the any and all risks and losses that may possibly arise.
12.5
We do not make any warranties and commitments in connection with any of the information, products and business of any third party websites linked to the Sites, as well as any other forms of content that do not belong to us; your use any of the Services, information, and products provided by a third party website is your personal decision and therefore you shall assume any and all the responsibilities arising therefrom.
12.6
We do not make any explicit or implicit warranties regarding your use of the Services or the Sites, including but not limited to the applicability, freedom from error or omission, consistency, accuracy, reliability, and applicability to a specific purpose, of the services provided by the Sites. Furthermore, we do not make any commitment or guarantee in connection with the validity, accuracy, correctness, reliability, quality, stability, integrity and timeliness of the technology and information covered by the services offered by the Sites. Whether to log in to the Sites or use the Services provided by the Sites is your personal decision and therefore you shall bear all the risks and possible losses arising from such decision. We do not make any explicit or implicit warranties in connection with the market, value and price of Digital Assets; you understand and acknowledge that the Digital Asset market is unstable, that the price and value of Digital Assets may fluctuate or collapse at any time, and that the transaction of Digital Assets is based on your personal free will and decision and therefore you shall assume any and all risks and losses that may possible arise therefrom.
12.7
During periods of market volatility, high volume trades, fast movement and illiquidity in the market, the market rate in which you buy, sell or trade Digital Assets may be different to the price indicated on our Sites and as such we will be unable to execute your order and will return the funds to your account. We will not be liable for any price variation due to market volatility, market or technology disruptions, delays or any other matters that are outside our control. We may reasonably decide not to execute a trade if the market rate significantly increases or decreases or in the event of a market disruption or other event, which is outside our control. In such cases, we may cancel your buy or sell order and return the funds into your account. We will exercise reasonable care to notify you of these events and, when you receive a notification, you must check your account and any pending or cancelled transactions.
12.8
The guarantees and undertakings specified in this Agreement shall be the only guarantee and statements that we make in connection with the Services provided by us under this Agreement and through the Sites, and shall supersede any and all the warranties and commitments arising in any other way and manner, whether in writing or in words, express or implied. All these guarantees and statements represent only our own commitments and undertakings and do not guarantee any third party's compliance with the guarantees and commitments contained in this Agreement.
12.9
We do not waive any of the rights not mentioned in this Agreement and to the maximum extent permitted by the applicable law, to limit, exempt or offset our liability for damages.
12.10
Upon your registration of your account with the Sites, it shall be deemed that you approve any and all operations performed by us in accordance with the rules set forth in this Agreement, and any and all risks arising from such operations shall be assumed by you.
13.1
Making, execution and interpretation of this agreement, and settlement of the disputes shall be governed by laws of the Republic of Panama.
13.2
The terms and conditions of this Agreement are severable. If any term or condition of this agreement is ruled invalid or unenforceable, the term or condition may be interpreted by the applicable laws, without prejudice to the continuation of the remaining terms and conditions.
13.3
This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, relating to the subject matter hereof and thereof. We reserve the right of final interpretation of this Agreement.
14.1
We are committed to providing you with safe, compliant, and reputable Services. Accordingly, we have a comprehensive and thorough customer due diligence process including ongoing analysis and reporting. This includes monitoring suspicious transactions and reporting to international regulators. We need to keep certain information and documentation on file pursuant to applicable laws and as part of our contractual obligations, and we hereby expressly reserve the right to store such information and documentation. This will apply even when you terminate your relationship with cerebro.finance or abandon your application to have an account with cerebro.finance.
15.1
In no circumstances may our liability for your direct damage exceed the total cost incurred by your three months' use of services offered by us.
15.2
Should you breach this Agreement or any applicable laws or administrative regulations, you shall bear and pay to us all damages, losses (whether direct or consequential), costs and expenses in connection with such breach (including attorney's fees, among others).
16.1
Each Party agrees that any dispute arising out of or in connection with this Agreement or any document or transaction in connection with this Agreement (including any dispute or claim relating to
(a)
the existence, validity or termination of this Agreement; and
(b)
any non-contractual obligations arising out of or in connection with this Agreement (“ Dispute ”) shall at first instance be referred to and resolved amicably through negotiation.
16.2
In the event that the Dispute fails to be resolved by negotiation within thirty (30) days from the initiation of such negotiations by issuance of a notice of Dispute by one Party to the other Party, such Dispute shall be referred to and finally resolved by arbitration in Panama to the exclusion of the ordinary courts, in accordance with the Arbitration Rules of the International Chamber of Commerce for the time being in force which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Panama. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be in English.
16.3
The Parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation. Any settlement reached in the course of the mediation shall be referred to the then-seating arbitral tribunal and maybe made a consent award on agreed terms.
All the transaction calculations are verified by us, and all the calculation methods have been posted on the Website, but we cannot ensure that your use of this Website will not be disturbed or free from errors.
Unless otherwise indicated by us, all intellectual property rights relating to all the material used on the Sites or any associated mobile applications, or provided in connection with the Services including, but not limited to, design, structure, layouts, graphical images and underlying source code belongs to us. All intellectual proprietary rights are reserved.
We grant you a limited, non-exclusive, non-sublicensable, and non- transferable license, to access and use the Services solely for approved purposes as determined by us from time to time. Any other use of the Services is expressly prohibited.
The rules of service or use of product, reminders on pages are integral parts of this Agreement and are of equal legal effectiveness with the body of agreement. Rules of service include but are not limited to privacy policy, anti-cheating statement, anti-money laundering policy and other trading rules.
We ensure that we comply with know-your-customer and anti-money- laundering laws and regulations and will not knowingly violate know-your-customers and anti-money-laundering policies. To the extent of our reasonable control, we will adopt necessary measures and technology to provide you with Services that are safe and secure, to protect you against the loss caused by money laundering to the greatest extent possible.
Our know-your-customer and anti-money-laundering policies are a comprehensive system of international policies, including the know-your-customer and anti-money-laundering policies of the jurisdictions to which you are subject to. Our robust compliance framework ensures that we meet regulatory requirements and regulatory standards on both the local and global levels and ensure the operational sustainability of our website.
20.1 Content of Our Know-Your-Customer and Anti-Money-Laundering Policies
(a)
We promulgate and update know-your-customers and anti-money- laundering policies to meet the standards set by relevant laws and regulations;
(b)
We promulgate and update some of the guidelines and rules in connection with the operation of the Sites, and our staff will provide you whole-process service in accordance with the guidelines and rules;
(c)
We design and complete the procedures for internal monitoring and transaction control, such as rigorous identity authentication procedures, and form a professional team responsible for anti-money laundering compliance;
(d)
We adopt risk-prevention-based approach to carry out due diligence and continuous supervision in connection with customers. In addition, users from jurisdictions identified as under increased monitoring by the Financial Action Task Force (FATF) will be subjected to additional enhanced due diligence measures as deemed appropriate by our internal monitoring;
(e)
We review and regularly inspect existing transactions;
(f)
We will eport suspicious transactions to the competent authorities;
(g)
Proof documents of identity documents, address certificates and transaction records will be maintained for at least six(6) years. If they are submitted to the regulatory authorities, a separate notice may not be provided to you; and
(h)
Credit cards are prohibited throughout the course of the transaction.
20.2 Identity Information
(a)
In accordance with the laws and regulations of relevant jurisdictions and in light of the nature of entities concerned, the content of your information as is collected by us may vary, and in principle, we will collect the following information of yours if you register as an individual:
i)
Basic personal information: your name, address (and permanent address, if the two are different), date of birth and nationality, and other information available. Identity authentication shall be based on documents issued by the official or other similar authorities, such as passports, identity cards or other identity documents as are required and issued by relevant jurisdictions. The address you provide will be validated in an appropriate manner, such as checking the fare ticket of means of transportation you use, your interest rate bills, or voter register.
ii)
Valid photo: before you register, you must provide a photograph showing you holding your identity document in front of your chest; and
iii)
Contact information: telephone/mobile phone number and valid email address.
(b)
If you are a company or any other type of legal entity, we will collect the following information of yours to determine the final beneficiary of your account or your trust account:
i)
Your corporation enrollment and registration certificates of the company;
ii)
a copy of the articles of association and memorandum of the company;
iii)
the detailed certification materials of the ownership structure and ownership description of the company;
iv)
the decision of the board of directors on designating the authorized agent of the company responsible for the opening and execution of the account of the company with us;
v)
the identity documents of the directors, major shareholders of the company as well as the authorized signatory for the company's account with the website, as are required to be provided in accordance with relevant rules;
vi)
the company's main business address, and the company's mailing address if it is different from the main business address of the company. If the local address of the company is different from its main business address, the company shall be deemed to be a high- risk customer, and consequently the company will be required to provide additional documentation; and
vii)
Other certification documents, documents issued by competent authorities and other documents we may deem necessary in light of the laws and regulations of relevant jurisdictions and in light of the specific nature of your entity.
(c)
We only accept English and Chinese versions of your identity information. If your identity information is not in either of the two languages, you must have your identity information translated into English and have the documents duly notarized.
20.3 Confirmation and Verification
(a)
You are required to provide both the front and back sides of your identity documents.
(b)
You are required to provide us with a photograph showing you holding your identity documents in front of your chest.
(c)
Copies of certification documents shall be checked against the originals thereof. Nonetheless, if a trusted and suitable certified person can prove that such copies are accurate and comprehensive duplicates of the originals thereof, such copies shall be deemed as acceptable. Such certifiers include ambassadors, members of the judiciary, and magistrates.
(d)
The identification of the ultimate beneficiary and controller of the account shall be based on the determination of which individuals ultimately own or control the direct customer and/or to determining that the ongoing transaction is performed by another person. If you are a business enterprise, the identity of major shareholders thereof (for example, those holding 10 % or more of the voting equity in such business enterprise) shall be verified. Generally, a shareholder holding 25 % of the shares of the company will be deemed as involving an average level of risk, and the identity of the shareholder shall be verified; a shareholder holding 10 % or more of the voting rights or shares is deemed to be involving a high level of risk, and the identity of the shareholder shall be verified.
20.4 Your obligations for KYC and AML compliance
(a)
You hereby affirm that all information provided to us in connection with KYC and AML requirements, or any other regulatory or compliance purposes, is at all relevant times true, accurate, complete and up-to-date.
(b)
You acknowledge and agree that maintaining up-to-date information is crucial for compliance with KYC and AML regulations and it is your sole responsibility to promptly update any and all information provided to us as soon as there is any change. This includes, but is not limited to, changes in personal identification details, contact information, and financial status.
(c)
You understand and agree that failure to provide accurate, complete, and updated information may result in non-compliance with KYC and AML regulations and therefore you accept full responsibility for any consequences, including legal liability or service suspension, arising from your failure to comply with these obligations.
(d)
You agree to indemnify and hold harmless us, our affiliates, officers, directors, and employees from any claim, demand, loss, liability, or expense, including legal fees, arising out of or related to your non-compliance with the obligations set forth in this document, including but not limited to the provision of outdated, false, or incomplete information.
(e)
You acknowledge and agree that we reserve the right, at our sole discretion, to request additional information or documentation from you at any time to verify the accuracy and completeness of the information provided and to ensure compliance with KYC and AML regulations.
20.5 Transaction Supervision
(a)
We constantly set and adjust daily trading and cash withdraw all limits based on security requirement and actual state of transactions.
(b)
If the transaction occurs frequently in an account registered by you or is beyond reasonable circumstances, our professional team will assess and determine whether such transaction is suspicious.
(c)
If we identify a specific transaction as suspicious on the basis of our assessment, we may adopt such restrictive measures as suspending the transaction or denying the transaction, and if it is possible, we may even reverse the transaction as soon as possible, and report to the competent authorities, without, however, notifying you.
(d)
We reserve the right to reject registration applications by applicants that do not comply with the international standards against money laundering or who may be regarded as political and public figures; we reserve the right to suspend or terminate a transaction identified as suspicious based on our own assessment, which, however, does not breach any of our obligations and duties to you.