This is a user agreement ("Agreement") between you and:
Elements DAX Ltd ("Elements"), a private limited company incorporated in Dubai with company number __________ and whose registered office is _______________.
References in this Agreement to "Elements", "we", "our" or "us", are to Elements, and/or any or all of their affiliates depending on the context, and references to "you" or "your" are to the person with whom Elements enters into this Agreement.
Using Our Services
By using this website ("site"), registering for a Elements Account ("Account") or use any other Elements Services, you have affirmed that you:
- are at least 18 years old;
- have the legal capacity to enter into this Agreement; and
- have read, understood, and agree to accept and comply with the terms and conditions of use contained in this Agreement.
Please read the terms and conditions of use stated below carefully. Please also be noted that there may be specific terms or conditions applicable to you as a user in a given jurisdiction, as detailed herein. If any term or condition of this Agreement is unacceptable to you, please do not continue to visit, access or use this Site. Elements may change this Agreement in any time, you shall be noted that any transactions that you or others have already undertaken and benefits could be affected by the revise of this Agreement, you should, therefore, read this Agreement from time to time. By continuing the use of this site, you shall be deemed to have accepted any new and/or modified terms.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
Applicable Laws & Regulations
You unequivocally acknowledge and agree that by signing up to Elements and opening an account and using this site in any capacity, you acknowledge and agree to act in compliance with this Agreement as well as any laws, ordinances, regulations, and rules of any applicable governmental or regulatory authority ("Applicable Laws and Regulations").
Laws & Regulations
As used herein, "Digital Assets" means a digital asset (also called as a "cryptocurrency", "virtual currency", "digital currency", or "digital commodity"), such as bitcoin or other, which is based on the cryptographic protocol of a computer network that may be:
- centralized or decentralized;
- closed or open source; and
- used as a medium of exchange and/or store of value.
- One or more hosted digital currency wallets enabling you to store, track, transfer, and manage your balances or certain supported Digital Assets issued by Elements (the "Digital Currency Wallet");
- A Digital Currency exchange service enabling you to obtain prices for your purchases and sales of Digital Currencies; (the "Digital Currency Exchange");
- A Digital Currency conversion service enabling you to buy and sell Digital Currencies in transactions with Elements (the "Conversion Services").
In order to use the Elements Services, you will need to register for a Elements account (an "Elements Account") by providing your name, an e-mail address, password, and accepting the terms of this Agreement. We may, however, in our sole discretion, refuse to open an Elements Account for you, or limit the number of Elements Accounts that you may hold.
You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. In providing us with any information that may be required, you confirm that the information is accurate and authentic. You further agree to keep us updated if any of the information you provide changes.
You hereby authorize us or a third party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. Please be noted that this should have no adverse effect on your credit rating.
You are only permitted to access your Elements Account using your user account login credentials and other required forms of authentication. We may require multi-factor authentication to keep your Elements Account safe and secure. You agree that your Elements Account login credentials and other required forms of authentication, where applicable, have been chosen by you. You, therefore, have agreed to keep your Elements Account login credentials and other required forms of authentication confidential and separate from each other, as well as separate from any other information or documents relating to your Elements Account.
You also agree to be solely responsible for maintaining the security of your Elements Account login credentials and other required forms of authentication. You are responsible for monitoring your Elements Account, we shall not be responsible for any unauthorised use of your Elements Account.
To access the Elements Services, you must have the necessary equipment and the associated telecommunication service subscriptions to access the internet. The Elements Services can be accessed directly using the Site. If you access your Elements Account from or by any device on which the operating system has been or is suspected of having been modified or tampered with, you do so at your own risk and we reserve the right in our sole discretion to prohibit access from or by any such device.
You understand and acknowledge that all communication with you will be via email. We will use the email address on record for your Elements Account as our primary means of communicating with you. As a mean to ensure you receive all of our communication, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we reserve our exclusive right to block your access to Elements until you provide and confirm a new and valid email address.
Your transaction history ("Transaction History") is always available on the Site. Your Transaction History contains all of your trading activity; however, please note that nothing in the Transaction History should be treated as a valuation. We use commercially reasonable efforts to assure that information we send you and your Transaction History is accurate and reliable; however, please understand that errors may occur and such errors do not impact the actual means and results of a given transaction. Any transaction listed in your Transaction History or other communication shall be deemed and treated as authorized and correct, approved, and confirmed by you unless we receive Written Notice (as defined thereafter) to the contrary within three (3) calendar days from the date the communication was sent.
Account Review & Acknowledgement
You agree and understand that it is your own sole responsibility to review your Transaction History and any notices. You also agree and understand that for the purposes of review and acknowledgement, you agree to be deemed to have reviewed your Transaction History and all notices from time to time. In the event that you are unable to do so, or you do not receive our communications, it is your obligation to contact and notify us immediately. You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved and confirmed by you unless we have received Written Notice (as defined thereafter) to the contrary within three (3) calendar days from the date the communication was sent. We reserve the right to make changes or adjustments to your Elements Account as necessary and appropriate, and in our sole discretion, to comply with any Applicable Laws and Regulations or to ensure market integrity.
You may close any of your Elements Account at any time. Closing an Elements Account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this Agreement, provide transfer instructions of where to transfer any Digital Assets remaining in your Elements Account. You are responsible for any fees, costs, expenses, charges, or obligations associated with the closing of your account. In the event that the costs of closing of your Elements Account exceed the value in your account, you will be responsible for reimbursing us.
You acknowledge and agree that we have the right to immediately (i) suspend your Elements Account and, in the case of entities, any affiliates; (ii) freeze/ lock the funds and assets in your Elements Account; and (iii) suspend your access to Elements, until a determination has been made if:
- we suspect, in our sole discretion, any such accounts to be in violation of any provision of this Agreement and/or any Applicable Laws or Regulations at any time since the opening of such account (each, a "Conduct Violation").
- we are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
- the Elements Account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
- the Elements account has a negative balance for any reason;
- the Elements account has a balance that needs to be reconciled for any reason;
- we believe someone is attempting to gain unauthorized access to the Elements Account;
- we believe there is an unusual activity in the Elements Account;
- we believe you are using Elements, your login credentials, or other account information in an unauthorized or inappropriate manner; or
- the Elements Account has not been accessed for more than two (2) years.
Please take note that if your Elements Account has been suspended, you will be notified when accessing the Site. We may, in our sole discretion, give Written Notice (as defined thereafter) that your Elements Account has been suspended and may, in our sole discretion, disclose the reasons for such suspension, if permitted to do so by Applicable Laws and Regulations.
You acknowledge and agree that we have the right to immediately investigate your account and any related account, if we suspect, in our sole discretion, that any such account has committed a Conduct Violation.
You further acknowledge and agree that we have the right to immediately investigate your Elements Account, in the event that:
- We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
- The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
- The account has not been accessed in more than two (2) years.
We may, in our sole discretion, give Written Notice (as defined thereafter) that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.
You acknowledge and agree that if your account or any related account is determined, in our sole discretion, to be have committed a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this Agreement and/or Applicable Laws and Regulations.
Account Remedies for Breach
You agree and acknowledge that if your Elements Account or any related account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to debit from your Elements Account or any related account, (i) the value of any trading fee discounts or rebates that you or the holder of a related account has received in connection with this Agreement at any time after one (1) year preceding the date on which we become aware of the existence of the Conduct Violation, and (ii) any other damages suffered by us as a result of the Conduct Violation. You further agree and understand that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other user to commit a Conduct Violation, you and the accomplice shall be jointly and severally liable for the whole value of any trading fee discounts, rebates, and/or damages to which we are entitled under this subsection and any such amounts may be debited, in our sole discretion, from your account or in any related account. We will deduct any such amounts from the respective Elements Account.
In addition, you agree and understand that we may alternatively collect and process some or all of any such amounts by offsetting them against any amount owing to you from Elements.
You agree and understand that we have the exclusive right to terminate any Elements Account at any time and for any reason. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this Agreement and/or Applicable Laws and Regulations. If your account is terminated, we will as soon as practicable return your funds, less the value of any trading fee discounts, rebates, and/or damages that we are entitled to pursuant to this Agreement. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by law. If there is a Digital Asset balance remaining in your account, you agree to provide us with a Digital Asset address within seven (7) calendar days upon receiving Written Notice (as defined thereafter), so that we can promptly return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at a price within five (5%) percent of the prevailing market price and return the proceeds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account.
You acknowledge and agree that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint ventures, employees and representatives (collectively, the "Elements Service Providers"), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We and any Elements Service Provider may, but are not required to, notify you of such process by electronic communication. We and any Elements Service Provider may charge you for associated costs, in addition to any legal process fees.
You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we and any Elements Service Provider may honor any legal process, regardless of the method or location of service.
If your account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining funds in your account as unclaimed property in accordance with Applicable Laws and Regulations. If this occurs, we will use reasonable efforts to give Written Notice (as defined thereafter). If you fail to respond to any such Written Notice (as defined thereafter) within seven (7) Business Days (as defined thereafter) or as otherwise required by law, we may be required to deliver any such funds to ____________________________ as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Law and Regulations.
We reserve the exclusive right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorized to use Elements, or at any point thereafter, in accordance with Applicable Laws and Regulations.
Source of Funds
You agree, represent, and warrant that all funds in your account, or funds exchanged or to be exchanged by you in the future on Elements, are not the direct or indirect proceeds of any criminal or fraudulent activity. You are not allowed to receive funds in your account from a sender other than yourself. Any funds you receive from a sender other than yourself will be considered unauthorized. We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin or to a charity of our choosing.
We operate an exchange ("Exchange") that facilitates the buying and selling of Digital Assets. You may use your Elements Accounts to place orders (each, an "Order") to buy and/or sell Digital Assets. When our Exchange’s matching engines (each, a "Matching Engine") match Orders, a trade (each, a "Trade") occurs. Unmatched Orders rest on their order book (each, an "Order Book"). Each Trade (i) transfers ownership between Users, (ii) is recorded on our internal ledger ("Exchange Ledger"), and (iii) is reflected through automatic adjustments to each User’s Digital Asset Account. All Exchange trading activity is "off-chain" and not broadcast to a given blockchain.
We are a full reserve exchange — you must deposit funds prior to placing an Order and you are not permitted to place an Order unless you have enough funds in your Elements Account to satisfy your Order (i.e., all Orders are pre-funded). When you place an Order, the full amount of funds required (including any fees) are placed on hold in your Elements Account until your Order fills, expires, or is cancelled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is cancelled. You agree and confirm that it is your responsibility to cancel any Order (in whole or in part) that you do not want to be filled. You understand that you may not be able to cancel an Order prior to it filling (in whole or in part) and that we are not liable to you for the completion of an Order after you have submitted a cancellation request. Any Order that exceeds the amount of available funds in your Elements Account will be rejected.
Prior to the placement of an Order, you are required to review the following information:
- The amount of Digital Assets to be bought or sold;
- The gross purchase price (buy) or sale proceeds (sell) of your Order;
- Any fees or other charges associated with your Order;
- The net proceeds to be transferred into your Digital Asset; and
- A notification which warns you that once your Order has been placed it may not be cancellable or otherwise undone.
You agree and understand that we do not guarantee that any Order you place will be filled and we reserve the right to cancel any Order, or remaining portion of any Order. You further agree and understand that Orders may be subject to, and we shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which we have no control, including but not limited to, mechanical or electronic failure or market congestion.
You agree and understand we reserve the right to require all Orders to pass automated compliance checks. If your Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require our manual review and approval. We will use commercially reasonable efforts to review such Orders on a timely basis, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order, you can view your Order status on Elements. We may cancel any Order flagged for review. Lastly, we may require you to confirm your Order via telephone or another form of authentication prior to execution.
All Orders that are filled, executed, or matched (in whole or in part) (each, a "Trade"), settle immediately and are recorded on our Exchange Ledger.
After your Order has been placed, we will send you an email confirming your Order (each, an "Order Receipt"), and an another email if your Order subsequently fills (in whole or in part) (each, a "Trade Receipt").
Orders Receipts contain the following information:
- The Order date, type, ID, amount, and pricing information if applicable;
- A notification which states that you have three calendar days to dispute your Order; and
- Contact information (including a phone number) for Elements should you have any questions, need to register a complaint, or claim that your Order was not authorized (subject to applicable limits described herein).
Trade Receipts contain the following information:
- The Trade date, type, ID, amount, and pricing information;
- All fees charged;
- A notification which states that you have three calendar days to dispute your Trade; and
- Contact information (including a phone number) for Elements should you have any questions, need to register a complaint, or claim that your Trade was not authorized (subject to applicable limits described herein).
Elements maintains and retains records of your Transaction History for a period of no less than seven (7) years. Your Orders and Trades shall be deemed and treated as authorized and correct as ratified and confirmed by you unless we receive Written Notice (as defined thereafter) to the contrary within three (3) calendar days. It is your sole responsibility to review your Transaction History, Order Receipts, and Trade Receipts on a regular basis in order to meet the period set forth above.
Clearly Erroneous Transaction Policy
We consider a transaction to be clearly erroneous when its price is substantially inconsistent with the market price at the time of execution (each, a "Clearly Erroneous Transaction"). In making a determination, we take into account the circumstances at the time of the transaction, the preservation of the integrity of the market, and the maintenance of a fair and orderly marketplace. You are responsible for ensuring that the appropriate price and Order type is entered into Elements. A simple assertion by you that a mistake was made in entering an Order, or that you failed to pay attention to or update an Order, may not be sufficient to establish it as a Clearly Erroneous Transaction.
You agree and understand that if we determine a transaction to be a Clearly Erroneous Transaction, we may declare it null and void, in whole or in part, even if you and/or the other party do not agree to cancel or modify it. In determining whether a transaction is a Clearly Erroneous Transaction, we will consider the following:
- Suspicious trading activity;
- Violations of our marketplace conduct rules;
- If there was an obvious error in any term, including but not limited to, price, amount of Digital Assets, or other unit of trading;
- If there was a disruption or malfunction in the operation of any trading system or component of our Exchange, Elements, an Elements Service Provider, or a Digital Asset network ("Digital Asset Network"); or
- If there was extraordinary market conditions or other circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market.
You agree to abide by and understand that we enforce the following rules (the "Rules") designed to prevent the use of Elements for disruptive or manipulative conduct or deceptive practices, including but not limited to, disruptive trading and price manipulation. We take our Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on Elements:
Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order and/or Trade on or other activity related to Elements.
Neither you nor any related party shall create or execute fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature.
Any disruptive trading in or manipulation of the Elements marketplace whatsoever is prohibited. Orders placed on Elements for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such Order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order, you and any related party will be deemed to have engaged in an act detrimental to Elements.
Violation of Applicable Laws and Regulations
Neither you nor any related party shall engage in conduct that is in violation of any Applicable Laws and Regulations.
It is a violation of this Agreement to make any misstatement of a material fact to Elements, its board of managers, any committee thereof, or any director, officer, manager, or employee of Elements.
Disrepute upon You or Elements
Neither you nor any related party may access Elements in any way which could be expected to bring disrepute upon you or Elements.
Acts Detrimental to Elements
It is a violation of this Agreement to engage in any act detrimental to Elements. Abusive practices, including but not limited to, disruptive, fraudulent, non-competitive, or unfair actions are strictly prohibited.
You shall be responsible for establishing, maintaining, and administering reasonable, written supervisory procedures to ensure that you and any related parties comply with all Applicable Laws and Regulations. You may be held accountable for the actions of a related party. In addition, you shall be responsible for supervising related parties and may be held accountable for the actions of such related parties.
Neither you nor any related party shall disclose to any person, including but not limited to, another market participant, any Order placed by you or any related party or any Order placed by another person, including but not limited to, another market participant.
Neither you nor any related party shall place any Order on Elements which has been pre-arranged (or discussed with another market participant prior to being placed on Elements) for the purpose of creating an artificial price, fictitious Trade, or other disruptive, fraudulent, non-competitive, or unfair impact on the Elements marketplace.
Simultaneous Buy and Sell Orders
Neither you nor any related party shall place simultaneous buy and sell Orders that could potentially execute against each other, and it is a violation of this Agreement to use the Elements self-match prevention tool in a way that has the effect of misleading the market.
Neither you nor any related party, through one or more accounts, shall place or accept buy and sell Orders at the same price, where you or any related party knows or reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash Trades). Buy and sell Orders from different accounts with common beneficial ownership and/or affiliation that are placed with the intent to (i) negate market risk or price competition or (ii) achieve a favorable Fee Schedule and the resulting benefits, shall also be deemed to violate our prohibition on wash Trades. Additionally, neither you nor any related party shall knowingly execute or accommodate the execution of such Orders by direct or indirect means.
Neither you nor any related party shall prearrange the execution of transactions on Elements for the purpose of passing money between accounts. All transactions executed on Elements must be made in good faith for the purpose of executing bona fide transactions, and prearranged Trades intended to effectuate a transfer of funds from one account to another are strictly prohibited.
Neither you nor any related party shall enter into non-competitive transactions on Elements for the purpose of assisting another person to engage in transactions that are in violation of our Rules or any Applicable Laws and Regulations.
Neither you nor any related party shall take a position based upon non-public information regarding an impending transaction by another User.
Neither you nor any related party shall engage in any trading, practice, or conduct on Elements that:
- Demonstrates intentional or reckless disregard for the orderly execution of transactions; or
- Is, is of the character of, or is commonly known as "spoofing" (bidding or offering with the intent to cancel the bid or offer before execution).
All Orders must be placed for the purpose of executing bona fide transactions. Additionally, all non-actionable messages must be placed in good faith for legitimate purposes.
- You shall not place or cause to be placed an Order with the intent, at the time of entry, to cancel the Order before execution or to modify the Order to avoid execution;
- You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to mislead other market participants;
- You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of Elements or other market participants; and
- You shall not place or cause to be placed an actionable or non-actionable message with the intent to disrupt, or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions.
Neither you nor any related party shall:
- Coordinate prices (including quotations), Trades, or trade reports with any other market participant or any other person;
- Direct or request another market participant to alter a price (including a quotation); or
- Engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another market participant or any other person.
This includes, but is not limited to, any attempt to influence a market participant or person to adjust or maintain a price or quotation on Elements or any related market, or any refusal to trade or any other conduct that retaliates against or discourages the competitive activities of another market participant or person.
Nothing in this Rule with respect to the coordination of quotes or Trades shall be deemed to limit, constrain, or otherwise inhibit the freedom of a you or any related party to unilaterally: (i) set your own bid or ask on any Order Book, (ii) set the price at which you are willing to buy or sell, and (iii) set the quantity that you are willing to buy or sell, provided that such conduct is otherwise in compliance with all Applicable Laws and Regulations.
These provisions apply to the entire site at all times.
You agree and understand that we shall use the Exchange Ledger to track the balance and ownership of Digital Assets of each Elements Account. The account balance and ownership on our Exchange Ledger are not publicly disclosed. You further agree and understand that we reserve the right to engage a third party to provide the Elements Services.
Custodied Digital Assets
You agree and acknowledge that we custody your Digital Assets in either a depository account or a segregated custody account controlled and secured by us. Digital Assets custodied in a Depository Account are pooled together in one or more of our Digital Asset wallets. Digital Assets custodied in a segregated custody account are segregated and never commingled with other Digital Assets. Digital Assets custodied on your behalf and reflected in the Digital Asset Account of your Elements Account are not treated as general assets of Elements.
You agree and understand that your acceptance of this Agreement is considered to be your acceptance of our custody fee schedule which sets out the fees charged by us for providing Elements Services. (the "Custody Fee Schedule") We reserve the right to change, modify, or increase our Custody Fee Schedule at any time. You further agree that by logging into your account using Elements following any change to our Custody Fee Schedule, you are agreeing to our new Custody Fee Schedule.
The Custody Fee Schedule can be found at our Site.
Deposits and Withdrawals
We shall email you receipt confirmation for all deposits and withdrawals.
Digital Asset Deposits
Digital Asset deposits will typically be credited to your Elements Account after the requisite number of network confirmations have occurred on the blockchain for the deposited Digital Asset. In certain situations, Digital Asset deposits may be delayed in connection with Downtime (as defined thereafter) or congestion of or disruption to a Digital Asset Network.
Digital Asset Withdrawals
Digital Assets withdrawals shall typically be processed at the speed of a Digital Asset Network. In certain situations, Digital Asset withdrawals may be delayed in connection with Downtime (as defined thereafter) or the congestion or disruption of a Digital Asset Network.
Privacy of Inforamtion
You agree that the information contained in this Agreement and Elements Account is only for you and that you shall not cause others to access or rely upon it without our prior written consent unless as prescribed by law.
By accepting this Agreement, you further agree and understand that we share and process information concerning you and your accounts as follows: (i) with our Banks and other financial institutions that we use or may use to process funds in connection with the services contemplated by this Agreement to the extent necessary to conduct ordinary banking and other business operations: (ii) with appropriate regulatory authorities, self-regulatory organizations, and third parties as we determine in our sole discretion, is required or otherwise appropriate in connection with our requirements; and (iii) in response to a court or government order. Lastly, you agree that we may obtain and use such information as may be necessary for legitimate business needs in connection with the operation of Elements.
We may place tiny data files called cookies, flash cookies, pixel tags or other tracking tools (the "Cookies") on your computer or other devices used to visit Elements. Cookies are small bits of information that are automatically stored on the web browser of your device that can be retrieved by us. The type of information we collect includes but not limited to, uniquely identifying visitor information and information related to your usage preferences. You agree and realize that we facilitate such technologies to help us recognize you as a user, collect information about your use of Elements to better customize our services and content for you, and collect information about your computer or other access devices to (i) ensure compliance with our Anti-Money Laundering program and (ii) ensure that your account security has not been compromised by detecting irregular or suspicious account activities. Please note that if you block or delete cookies you will not be able to use some or all of Elements.
Recording and Rcordkeeping
You agree and confirm that for our mutual protection we may electronically record any telephone conversation we have with you. You further agree and understand that we maintain and retain records of all information, activity, and communications relating to your Elements Account.
Code of Conduct
You aware and realize that we have a support team that works hard and diligently to ensure that Elements is safe, secure and compliant. ("Customer Support Team") To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees, including our Customer Support Team is strictly prohibited. This type of behaviour is a direct violation of our code of conduct and this Agreement. In the event that you engage in this type of behaviour, we shall politely ask you to stop. If you continue to engage in this type of behaviour, we reserve the sole discretion to terminate your account.
Proprietary Rights and Limitations on Use
You agree and realize that Elements is our proprietary platform and is protected by copyright and other intellectual property laws. You further agree and acknowledge not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store Elements source code or similar proprietary or confidential information or other similar information provided via Elements, without our express prior written consent. You shall not use Elements for any unlawful purpose.
Elements and the Elements logo (whether registered or unregistered) (the "Elements Marks") are proprietary marks licensed to Elements and protected by applicable trademark laws. Nothing contained in this Agreement should be construed as granting any license to or right to use any of the Elements Marks displayed here without or express written consent.
You further agree and realize that you may not use any of the Elements Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products including where the price, return and/or performance of the investment product is based on, derived from, or related to Elements or any portion thereof, without a separate written agreement with us.
You agree and acknowledge that we reserve our exclusive right and sole discretion, from time to time, modify part of or all of Elements without any notice.
Downtime & Maintenance
You agree and understand that part of or all of Elements may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, "Downtime"). By accepting this Agreement, you hereby agree and confirm that Elements are not liable or responsible to you for any inconvenience or damage caused to you as a result of Downtime. Following Downtime, when services resume, you understand and appreciate that market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.
You agree and understand that the following risks involved by accessing or using Elements:-
- The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
- The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
- Applicable Laws and Regulations may adversely affect the use, transfer, exchange, and value of Digital Assets;
- In your jurisdiction, Elements may not be regarded as a financial institution;
- Deposits into your Digital Assets Account may not be considered deposits under the Applicable Laws and Regulations in your jurisdiction;
- Digital Assets in the Digital Assets Account of your Elements Account are not subject to deposit insurance protection;
- Digital Assets are not legal tender and are not backed by the government;
- Transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- The value of Digital Assets may be derived from the continued willingness of market participants to exchange Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear;
- The nature of Digital Assets may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by Elements may prevent the access to or use of your Digital Assets; and
- Any bond or trust account maintained by Elements for the benefit of our users may not be sufficient to cover all losses due to theft or fraud incurred by users.
You agree and confirm that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself. You further agree and understand that Elements does not give any advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets.
You agree and understand that you access and use Elements at your own risk; however, this brief statement does not disclose all of the risks associated with Digital Assets and using Elements. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your Elements Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.
Elements may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You agree and understand that Elements has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. Elements is providing these links to you only as a convenience.
Third-Party Service Providers
Third Party Information Accuracy and Usage
An information provider is any company or person who directly or indirectly provides us with information ("Information Provider"). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and miners of Digital Assets. The third party information we may provide through Elements has been obtained from Information Providers and sources we believe are reliable. However, please take note that we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it other person or entity without our written consent or the consent of the Information Provider, if required.
Tax Advice and Information
You agree and understand that Elements does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with independent qualified professionals in your own jurisdiction prior to using Elements.
You agree and understand that all Orders received through and by Elements are considered unsolicited, which means that you have not received any investment advice from us or any Elements Service Provider in connection with any Orders you place. You also agree and understand that you have not and do not expect to receive any investment advice from us nor any of our affiliates in connection with your Orders. You further agree and understand that your review of our blog and/or FAQ does not constitute any solicitation or investment advice.
You agree and understand that all investment decisions are made solely by you. Notwithstanding anything in this Agreement, you agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operations of Elements and your use of Elements be deemed to create a relationship that includes the provision of or tendering of investment advice.
You agree and understand that by using Elements and placing Orders, you have sufficient knowledge to place such Orders. You are responsible for making sure that any Orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of its normal range of activities.
You agree and understand that the information and services provided by Elements are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to any Applicable Laws and Regulations, the rules or regulations of any governmental authority, or where Elements is not authorized to provide such information or services. Elements may not be available in all jurisdictions.
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Elements or any Elements Service Provider under any circumstances, or perform any functions that are not authorized by this Agreement. You agree and acknowledge that you will never access Elements from an unsecured or public computer and/or network.
The Elements Services are subject to both national and international export controls and economic sanctions requirements. By purchasing Digital Assets on Elements, you represent and warrant that your acquisition and use of any such Digital Assets comports with those requirements.
We have a gambling policy that prohibits the use of Elements for storing, sending or receiving wagers or proceeds of illegal gambling. Proceeds derived from trading contracts for differences and spread bets on licensed and regulated platforms do not constitute illegal gambling or a violation of our gambling policy. We employ a number of methods to detect violations of our gambling policy.
You agree and understand that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to Elements, if we suspect, in our sole discretion, any such accounts to be in violation of our gambling policy which is a direct violation of this Agreement.
You further agree and understand that if your Elements Account is determined, in our sole discretion, to be in violation of this Agreement, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this Agreement and/or Applicable Laws and Regulations.
You agree and understand to be legally bound by the terms and conditions set forth in this Agreement and that this Agreement governs your use of Elements and the services we provide. By clicking "I AGREE," during the account opening process, you agree and understand to be legally bound by the terms and conditions of this Agreement and agree and understand that you have received the disclosures set forth herein. If you do not agree to be legally bound by the terms and conditions of this Agreement, do not click "I AGREE" and please do not visit, access, or use Elements in any capacity or manner. Whether or not you click "I AGREE," if you sign up for an account and use Elements in any capacity or manner, you agree, by virtue of any such action, to be legally bound by the terms and conditions of this Agreement (including any changes or amendments) in their entirety.
Disclaimer of Warranties
For the avoidance of doubt, neither we nor any Elements Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use Elements and the services we or any Elements Service Provider provide, including but not limited to, the ability to buy, sell, or store Digital Assets. In addition, neither we nor any Elements Service Provider recommend, or endorse that you buy or sell Digital Assets, including bitcoin, ether, or any other asset, or that you make any investment or enter into any Trade. Before engaging in any trading or investment activity, you should always consult an independent qualified professional.
The services we and Elements Service Provider provide are provided to you on a strictly "as is," "where is," and "where available" basis. Neither we nor any Elements Service Provider represent or warrant to the accuracy, completeness, correctness, non-infringement, merchantability, or fitness for a particular purpose of Elements or the information contained therein or services contained thereon.
Disclaimer of Liability
Except to the extent required by law, neither we nor any Elements Service Provider shall be liable to you, whether in contract or tort, for any punitive, special, indirect, consequential, incidental, or similar damages (even if we and/or any Elements Service Provider have been advised of the possibility thereof) in connection with this Agreement, your use or attempted use of Elements, or any of the information, services or transactions contemplated by this Agreement.
Moreover, and also except to the extent required by law, neither we nor any Elements Service Provider shall be liable to you, whether in contract or tort, for any direct damages of any kind (even if we and/or any Elements Service Provider have been advised of the possibility thereof) in connection with this Agreement, your use or attempted use of Elements, or any of the information, services or transactions contemplated by this Agreement.
In no event shall we or any Elements Service Provider be liable to you or anyone else for any loss or injury resulting directly or indirectly from your use of Elements or any services provided by us or any Elements Service Provider, including but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including but not limited to, those arising from our negligence or the negligence of any Elements Service Provider or contingencies beyond our or any Elements Service Providers’ control in procuring, compiling, interpreting, computing, reporting, or delivering Elements, the services thereon or the information therein. In no event shall we or any Elements Service Provider be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of Elements, the services thereon or the information therein.
This limitation on liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scam ware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typo squatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labour problems, or any force majeure. Neither we nor any Elements Service Provider guarantee continuous, uninterrupted, or secure access to Elements.
If this disclaimer of liability section is deemed to conflict with any other section of this Agreement, this disclaimer of liability section supersedes the other section.
We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this Agreement, or such higher care where required by law or as specified by this Agreement.
You agree that we cannot be held responsible for any failure or delay to act by any Elements Service Providers, including our Banks, or any other participant that is within the time limits permitted by this Agreement or prescribed by law, or that is caused by your negligence. You further agree that neither we nor any Elements Service Provider can be held responsible for any erroneous Order or Trade (as defined in the "Erroneous Orders" and "Erroneous Trades" sections) or "System Failure" (defined as a failure of any computer hardware or software used by Elements, a Elements Service Provider, or any telecommunications lines or devices used by Elements or a Elements Service Provider), which prevents us from fulfilling our obligations under this Agreement, provided that we or the relevant Elements Service Provider (as applicable) used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, System Failures. You also agree that neither we nor any Elements Service Provider can be held responsible for any other circumstances beyond our or such Elements Service Providers’ (as the case may be) reasonable control.
In addition, you agree and understand that any act or omission made by us or any Elements Service Provider in reliance upon or in accordance with any provision of the Law shall constitute reasonable care and be commercially reasonable.
We use commercially reasonable efforts to provide you with a reliable and secure platform, including an electronic exchange and custody service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your Elements Account, withdrawing your Digital Assets, depositing your Digital Assets, and/or placing and/or cancelling Orders.
You agree and understand that in no event shall we or any Elements Service Provider be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our or any Elements Service Providers’ reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
In no event shall we or any Elements Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this Agreement or your use or attempted use of Elements. You agree to indemnify and hold us and all Elements Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of Elements or our and any Elements Service Providers’ performance or non-performance of duties to you.
This Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Elements as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including but not limited to any prior versions of this Agreement), as well as every nature between and among you and us.
This Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Elements as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including but not limited to any prior versions of this Agreement), as well as every nature between and among you and us.
Separately Negotiated Arrangements
From time to time, we may, subject to Applicable Laws and Regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain customers pursuant to a confidential side letter or similar agreement that supplements certain of the economic or other terms of this Agreement, in each case solely as applicable to that customer’s relationship with and use of Elements. Such arrangements may involve, among other matters: (i) different economic, funding, and fee terms; (ii) the ability to receive additional or customized market information not generally available to other customers; or (iii) preferred access to Elements customer service resources, or (iv) an agreement to permit representatives of such customer to serve on any customer representative bodies or advisory committees that we may form.
Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one customer generally are not available to all, or even any, other customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether a customer plans to or is expected to conduct a significant or high volume of trading activity on our Exchange, or (ii) whether a customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that you nor any other customer shall have any right or legal recourse against us or any customer that receives additional or different rights or terms as a result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this Agreement entered into by and between you and Elements Trust Company, LLC, shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any customer.
Transfer of Agreement
You agree and acknowledge we may assign this Agreement or any right or obligation of this Agreement without any written notice or your consent.
This Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
Relationship of the Parties
You agree and understand that nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
You agree and understand that your obligations and the obligations of each user set forth in this Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this Agreement or your continuation of any such breach, without the necessity of proving actual damages.
You agree and understand that if any provision of this Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this Agreement shall not be affected.
Change of Control
In the event that we are acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including but not limited to, sections pertaining to suspension or termination, debts owed, general use of Elements, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.
Section headings in this Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this Agreement.
English Language Controls
Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language.
If we send an email to the email address on record for your Elements Account, you agree and understand that this constitutes written notice ("Written Notice") from us to you. If you email us, this constitutes Written Notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
A business day ("Business Day") shall mean any day other than a Saturday, a Sunday, or day when banks located in Hong Kong are closed for a legal holiday or by government directive.
Non-Waiver of Rights
This Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this Agreement shall not be construed as a waiver for you to not comply with such term or provision.
This Agreement shall be governed by and construed in all respects in accordance with the laws of Hong Kong SAR and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Hong Kong SAR courts in relation to any proceedings arising out of or in connection with this Agreement.