M2 TERMS OF SERVICE
Date: 5 August 2023
The following terms and conditions of service, together with any other documents expressly incorporated herein, (collectively, the "Terms") constitute an agreement between you ("you", "your" or "User") and M2 Global Wealth Limited an international business company incorporated in and pursuant to the laws of the Commonwealth of The Bahamas ("M2", "we", "our" or "us"), or a Service Provider in respect of a Specified Service, and apply to your use of:
(A) the Exchange and any Specified Service that may be offered to you by a Service Provider (collectively, the "Platform"), as a User to buy, sell, exchange, hold, stake, lend, borrow, send, receive or otherwise transact in (together, "transact in") or list Virtual Assets and/or Futures Contracts;
(B) the M2 Application Programming Interface ("API"); and
(C) any other services offered through the M2 website (www.m2.com) (the "Site") or any Mobile
Application,
(together, the "Services").
Except as expressly provided herein, these Terms do not apply to any other products or services provided by M2 or its Affiliates.
By registering for a Platform account ("Account") or using the Services, you agree that you have read, understand and accept the Terms, including our Privacy Policy and Fee Schedule, and you acknowledge and agree that you will be bound by and comply with the Terms. Do not proceed with registering for an Account, or using the Services, if you do not understand and accept the Terms in their entirety.
Section 22 (Right to change, suspend or discontinue Services) and Section 24 (Updates to the Terms) set out the terms on which we may, from time to time, change, suspend, or discontinue any aspect of the Services and amend any part of the Terms.
Our Services are not offered to Restricted Persons (as defined in Section 3.3.1(B) below) or persons who have their registered office or place of residence in the United States of America (“US”) or any Restricted Location (as defined in Section 3.3.1(A) below).
M2's relationship with you under the Terms is as a trading platform provider only. M2 does not act as principal or counterparty with respect to trades entered into on the Platform. Notwithstanding the foregoing, M2 may act as a counterparty for limited trades made for the purpose of liquidating fees collected on User trades.
Section 40.12(Arbitration) requires all Disputes to be resolved by way of legally binding arbitration on an individual basis only and not as a claimant or class member in a purported class or representative action. There is no judge or jury in arbitration and court review of an arbitration award is limited.
The laws of some jurisdictions may limit or not permit certain provisions of the Terms, such as arbitration, indemnification, the exclusion of certain warranties or the limitation of certain liabilities. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions.
In the Terms, unless the context otherwise requires, the definitions and rules of interpretation set out in Schedule 1 shall apply.
1.1 The Terms comprise:
1.1.1 the general terms and conditions set out below, in Sections 1 (Structure of Terms) to 40 (General), and in Schedule 1 (Definitions and Interpretation), which apply generally to you, your registration and use of an Account, and your use of the Services ("General Terms");
1.1.2 the policies, schedules and other documents of M2 and its Affiliates incorporated by reference into the Terms, including our Privacy Policy and Fee Schedule ("M2 Policies"); and
1.1.3 the terms and conditions set out in each Service Schedule, which shall also apply to the Specified Service referred to therein.
1.2 To the extent there is any conflict or inconsistency between the modules of the Terms, such conflict or inconsistency shall be resolved in the following order of precedence, unless a term or condition set out in a document of lower precedence is expressly identified as taking precedence over a document of higher precedence: General Terms, Service Schedules, Fee Schedule, Privacy Policy, and other M2 Policies.
1.3 IMPORTANT: You acknowledge and agree that any Specified Service referred to in a Service Schedule shall be provided to you by the Service Provider specified in that Service Schedule. In such case, the Specified Service shall be provided to you on and subject to the Terms, with references in these General Terms to "M2" (or "we", "our" or "us") being read as references to the Service Provider specified in the Service Schedule, unless the context provides otherwise, and under no circumstances shall any other person, including any Affiliate of the Service Provider, be liable to you for the performance of any of the Service Provider's obligations under the Terms.
Before beginning to use the Services, you should ensure you have read and understood (and you represent and warrant that you have read and understood) the following risk disclosures and the risk disclosures set out in the Service Schedules. You should note that this is not an exhaustive list of all of the risks associated with Virtual Assets, Futures Contracts and the Services.
2.1 Virtual Asset transfers and volatility
2.1.1 Understanding Virtual Assets requires advanced technical knowledge. Virtual Assets are often described using highly technical language that necessitates a comprehensive understanding of applied cryptography and computer code to appreciate the inherent risks. The listing of a Virtual Asset on the Platform does not imply M2's approval or disapproval of the underlying technology of any Virtual Asset and should not be used as a substitute for your own understanding of the risks specific to each Virtual Asset. We provide no warranty as to the suitability of the Virtual Assets traded under the Terms and assume no fiduciary duty to you in connection with such use of the Services.
2.1.2 Trading in Virtual Assets can be highly risky and volatile. Unique features of Virtual Assets may make their value more or less likely to fluctuate. Factors beyond M2's control, such as regulatory activity or unexplained price volatility, may affect market liquidity for a specific Virtual Asset. Blockchain networks may go offline due to bugs, Forks (as defined in Section 18 below), or other unpredictable reasons. Generally, you should not engage in active trading on the Platform if you have limited trading experience or low risk tolerance. Speculating on the value of Virtual Assets is high risk, and you should never trade more than you can afford to lose.
2.1.3 You accept all consequences of sending Virtual Assets to an address off the Platform. Virtual Asset transactions may not be reversible. Once you send Virtual Assets to an address, you accept the risk that you may lose access to your Virtual Assets indefinitely. For example, an address may have been entered incorrectly, and the true owner of the address may never be discovered, or an address may belong to a person who will not return your Virtual Assets or may return your Virtual Assets but first require action on your part, such as verification of your identity or compensation.
2.2 No advice and no reliance
2.2.1 M2 is not your broker, intermediary, agent, or advisor and does not have a fiduciary relationship or obligation to you concerning any trades, decisions, or activities you undertake using the Services.
2.2.2 M2 does not provide guidance on transaction merits, trading risks, tax consequences, or any financial, investment, tax, or legal advice related to the Services. Any market commentary or other information given by us or our representatives is incidental to your relationship with us and should not be considered investment or financial advice. Using the Services and transacting in Virtual Assets/Futures Contracts is your independent decision. You agree not to rely on any communication (written or oral) from us as investment advice or a recommendation to use the Services and transact in Virtual Assets/Futures Contracts. M2 is not liable for any losses suffered by you or a third party.
2.2.3 You accept the risks of trading Virtual Assets/Futures Contracts. When conducting any transaction on the Platform, you are solely responsible for assessing and investigating the transaction risks and the underlying Virtual Asset/Futures Contract. You have enough knowledge, market sophistication, professional advice, and experience to evaluate the merits and risks of any transaction on the Platform or any underlying Virtual Asset/Futures Contract.
2.3 Supply and value of Virtual Assets
2.3.1 The value of Virtual Assets may be derived from the continued willingness of market participants to exchange Virtual Assets for Fiat Currency and other Virtual Assets, which may result in the permanent and total loss of value of a particular Virtual Asset should the market for that Virtual Asset disappear.
2.3.2 You acknowledge and agree that Virtual Assets and/or Services (in whole or in part) available in one jurisdiction may not be available for trading, use, or access, as applicable, in another.
2.4.1 Margin trading is HIGH RISK. As a borrower, you may experience a total loss of Virtual Assets, Futures Contracts, Fiat Currency, and E-Money (collectively, "Assets") in your Account or owe Assets beyond what you have deposited in your Account. When you lend Assets to other Users, you risk the loss of an unpaid principal if the borrower defaults on a loan and liquidation of the borrower's Account fails to raise sufficient Assets to cover the borrower's debt.
2.5 Complex products
2.5.1 Trading complex products, such as Futures Contracts ("Complex Products"), may not be suitable for all Users. Complex Product trading is designed for sophisticated Users, like active traders using dynamic strategies. Exercise extreme caution when trading Complex Products and only trade them if you understand how they work, including risks related to margin trading, leverage, shorting, and the effect of compounding and market volatility risks on leveraged products.
2.5.2 Complex Product trading involves significant risk, and you may feel the effects of losses immediately. Complex Product trading requires initial posting of collateral to meet initial margin requirements. If market movements for a Complex Product or the underlying Virtual Asset decrease your position's value, you may need to have or make additional collateral available as margin to ensure maintenance margin requirements are met. If your Account is under the minimum margin requirements, your position may be liquidated at a loss, and you may lose all Assets in your Account. If there are additional deficits in your Account, you will also be liable for all such deficits.
2.5.3 USERS WHO DO NOT UNDERSTAND LEVERAGE OR MARGIN TRADING, OR DO NOT INTEND TO ACTIVELY MANAGE THEIR PORTFOLIO, SHOULD NOT ENGAGE IN COMPLEX PRODUCT TRADING.
2.5.4 M2 AND ITS AFFILIATES DO NOT TAKE ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSSES OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY COMPLEX PRODUCT TRADING SERVICES OFFERED ON THE PLATFORM OR YOUR FAILURE TO UNDERSTAND THE RISKS ASSOCIATED WITH COMPLEX PRODUCT TRADING.
2.6 Software protocols and operational challenges
2.6.1 The software protocols that underlie Virtual Assets are typically open source projects or are otherwise operated by third parties, which means that: (i) the operations, functionalities, development, and control of such Virtual Assets and their underlying networks are outside of M2's control; and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability, or value of a given Virtual Asset.
2.6.2 You are aware of and accept the risk of operational challenges that may impact the Services. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold M2 liable for any related losses.
2.6.3 You understand that the technology underlying Virtual Assets is subject to change at any time, and such changes may affect your Virtual Assets stored on the Platform. You are fully responsible for monitoring such technological changes and understanding their consequences for your Virtual Assets.
2.6.4 Users conduct all trading on their own account and M2 does not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks associated with Virtual Assets use generally or your use of our Services.
2.6.5 Virtual Assets depend on the availability and reliability of power, connectivity, and
hardware. Interruption or failure of any of these things may disrupt the networks on which the Virtual Assets rely or your ability to access or transact in Virtual Assets.
2.7 Blacklisted addresses and forfeited Assets
2.7.1 M2 reserves the right to "blacklist" certain addresses and freeze associated Assets (temporarily or permanently) that it determines, in its sole discretion, are associated with illegal activity or activity that otherwise violates the Terms ("Blacklisted Addresses"). If you send Assets to a Blacklisted Address or receive Assets from a Blacklisted Address, M2 may freeze such Assets and take steps to terminate your Account.
2.7.2 In certain circumstances, M2 may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and other Regulatory Authorities, and you may forfeit any rights associated with your Assets, including the ability to redeem or exchange your Virtual Assets for other Virtual Assets or Fiat Currency. M2 may also freeze Assets held in your Account in the event that we receive a related order or request from a legal or Regulatory Authority.
2.8 No deposit protection
Virtual Assets, Futures Contracts, Fiat Currencies, or E-Money held in your Account are not eligible for any public or private deposit insurance protection.
2.9 Virtual Asset Distributions and Forks not supported
Certain Virtual Assets operate on protocols that support Forks (as defined in Section 18.1 below) and/or Virtual Asset Distributions (as described in Section 18.4 below), including, but not limited to, Staking Rewards (as defined in Section 18.4 below) and Airdrops (as defined in Section 18.4 below). M2 is under no obligation to support any such Forks or Virtual Asset Distributions for Users. By holding these Virtual Assets in your Account, you forfeit the right to claim any Virtual Asset Distributions from M2. If you hold Virtual Assets with proof-of-stake or delegated proof-of-stake consensus algorithms, M2 may, at its sole discretion, stake these Virtual Assets without any obligation to distribute Staking Rewards to you. Staking may expose your Virtual Assets to additional risks, and M2 is not responsible for any losses you may incur related to staking.
2.10 Compliance
You are accountable for adhering to all Applicable Laws. You acknowledge that M2 is not liable for determining the applicability or specifics of laws and regulations that may pertain to your transactions, including but not limited to tax laws and regulations. You alone are responsible for reporting and paying any taxes resulting from your use of the Services.
2.11 Legislative and regulatory changes
Changes or actions in legislation and regulation, whether domestically or internationally, might negatively impact the use, transfer, transaction capabilities, and value of Virtual Assets/Futures Contracts, or your access to, and our capacity to provide, the Services. You recognize and accept the risks associated with such changes and agree that M2 is not responsible for any negative consequences you may experience as a result.
2.12 Reliance on third parties
Your utilization of the Services and the value of certain Virtual Assets/Futures Contracts may depend on the actions of third parties or the fulfillment of related obligations by third parties. M2 is not accountable for the actions or inactions of such third parties
3.1 AML and CTF procedures
Our anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) procedures adhere to all applicable rules and regulations regarding AML and CTF. These standards aim to prevent the Platform's use for money laundering or terrorist financing activities. We take compliance seriously and are committed to taking necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering, terrorist financing, and other financial crimes.
3.2 Compliance with Applicable Laws
3.2.1 By opening an Account and using the Services in any capacity, you agree and understand that you will act in compliance with all Applicable Laws. Failure to comply may result in the suspension of your ability to use the Services or the closure of your Account.
3.2.2 Your access to and use of your Account and the Services, as well as the receipt of any fee discounts and rebates, is subject to your continued compliance with all Applicable Laws, including the rules and directions of any applicable Regulatory Authority and, without limitation, all applicable tax, AML and CTF laws and regulations.
3.3 International Control and Sanctions
(A) you are in a Restricted Location;
(B) you are a Restricted Person;
(C) you intend to transact with any Restricted Locations or Restricted Persons;
(D) you are located, incorporated or otherwise established in, or a citizen or resident of a jurisdiction where it would be illegal under Applicable Law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services; or
(E) the publication or availability of the Services in the jurisdiction in which you are based is prohibited or contrary to local law or regulation or could subject M2 to any local registration or licensing requirements.
3.3.2 We may, at our sole discretion, implement controls to restrict access to and use of the Services in any of the Restricted Locations or in any of the circumstances referred to in Section 3.3.1 above. If we determine that you are accessing or using the Services from any Restricted Location, or any of the circumstances referred to in Section 3.3.1 above apply, we may suspend your ability to use the Services or close your Account at our discretion.
4.1 To open an Account or utilize the Services (and to agree to the Terms), you must fulfill (and you declare and guarantee that you do fulfill) the following eligibility requirements:
4.1.1 You do not have your registered office or place of residence in the US or any Restricted Location.
4.1.2 You are not a Restricted Person nor are you a resident of a Restricted Location.
4.1.3 If you are an individual, you must be at least 18 years old or the legal age of majority in the jurisdiction in which you reside (whichever is higher), possess the ability to accept the Terms, have not been previously suspended or barred from accessing the Services or any other service or product provided by M2 or its Affiliates, and be eligible to use the Services under Applicable Law.
4.1.4 If you are registering to use the Services on behalf of a legal entity, then:
(A) you must be duly authorised by such legal entity to act on its behalf for the purpose of entering into the Terms;
(B) the legal entity must be duly organised and validly existing under the laws of the jurisdiction of its organisation; and
(C) the legal entity must not have been (and each of its Affiliates must not have been) previously suspended or removed from access to the Services or any other service or product offered by M2 or any of its Affiliates and must be otherwise eligible to use the Services under Applicable Law.
4.2 You will not be using the Services for any illegal activity including, but not limited to, those Restricted Activities listed in Section 15 below. You have not: violated; been fined, debarred, sanctioned, the subject of economic sanctions-related restrictions, or otherwise penalised under; received any oral or written notice from any government concerning actual or possible violation by you under; or received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any Applicable Law (including but not limited to AML, CTF, anti-corruption, or economic sanctions laws).
4.3 IF WE DETERMINE THAT YOU DO NOT FULFIL ANY OF THE ABOVE CRITERIA, THEN WE MAY SUSPEND YOUR ABILITY TO USE THE SERVICES OR CLOSE YOUR ACCOUNT AT OUR DISCRETION. WE DO NOT PROVIDE SERVICES TO ANY RESTRICTED PERSON. IF YOU ARE A RESTRICTED PERSON, PLEASE IMMEDIATELY STOP USING OUR SERVICES. IF YOU CONTINUE TO USE OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ASSUME ALL CORRESPONDING LIABILITIES UNDER THE APPLICABLE LAWS, RULES AND REGULATIONS OF THE JURISDICTION THAT YOU ARE RESIDENT AND/OR DOMICILED IN AND YOU SHALL INDEMNIFY US FROM UNDERTAKING ANY LIABILITIES ARISING FROM YOUR SUCH USE BEHAVIOR, INCLUDING BUT NOT LIMITED TO THE LOSSES, THE THIRD-PARTY CLAIMS OR ADMINISTRATIVE PENALTIES AGAINST US INCURRED BY SUCH CONTRAVENTION, VIOLATION OR BREACH, AS WELL AS REASONABLE LEGAL AND ADMINISTRATIVE COSTS, FEES AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES.
5.1 During the Account registration process, you must provide complete, accurate, current, and non-misleading information for all required fields on the registration page, including your full legal name. You also agree to supply us, during Account registration and on an ongoing basis, with any additional information we request for identity verification purposes and the detection of money laundering, terrorist financing, fraud, or any other financial crime, such as a copy of your government-issued photo ID or proof of residency like a lease or utility bill. You grant us permission to retain this information and authorize us to conduct any inquiries, directly or through third parties, that we deem necessary to verify your identity or protect you and/or us against fraud or other financial crime. 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 fully respond to our inquiries.
5.2 In certain situations, we may require you to submit additional information about yourself, your business, your source of wealth, or your transactions, provide records, and complete other verification steps (such process, "Enhanced Due Diligence").
5.3 You represent and warrant that any information provided to us in connection with registering your Account, using the Services, pursuant to the Terms, or otherwise, is complete, accurate, current, and not misleading in any way. If any such information changes, it is your responsibility to update it promptly and provide the updates to us.
5.4 Your access to the Services and the limits that apply to your use of the Services may be adjusted based on the information gathered about you on an ongoing basis.
5.5 If any information you provided to us is deemed (or suspected to be) incomplete, inaccurate, outdated, or misleading in any way, or you fail to promptly update any information to ensure it remains complete, accurate, current, and not misleading, we reserve the right to suspend your access to the Services or terminate your Account at our discretion.
5.6 We retain the right to keep your Account registration information after you close your Account for business and regulatory compliance purposes, subject to Applicable Laws.
5.7 We reserve the right to maintain your Account registration information after you close your Account for business and regulatory compliance purposes, subject to Applicable Laws.
6.1 Access to your Account (and the Services) can be obtained directly through the Site, a Mobile Application, or any other access mode (including, but not limited to, APIs) as determined by M2 from time to time. You can access your Account using the account names, User IDs, passwords, and other security features ("User Credentials and Security Passwords") provided to you by M2. You are responsible for maintaining the confidentiality and security of all User Credentials and Security Passwords, including enabling all relevant security features. It is your responsibility to keep your email address up to date in your Account profile.
6.2 You must access your Account using only your own User Credentials and Security Passwords, and ensure that no third party uses your Account. You must not share your User Credentials and Security Passwords with any third party. You are solely responsible for all activity on your Account.
6.3 You agree to inform M2 immediately if you become aware of any security breach, loss, theft, or unauthorized use of your User Credentials and Security Passwords, unauthorized use of the Services through your Account, or any other security breach related to the Services. M2 is not liable for any loss or damage resulting from your failure to protect your Account or your User information. Regularly check your Account balance and transaction history to ensure that any unauthorized or incorrect transactions are identified and reported to us as soon as possible.
6.4 M2 reserves the right to suspend your use of the Services or close your Account if we suspect that the person logged into your Account is not you or if we become aware of or suspect any security breach, loss, theft, or unauthorized use of your User Credentials and Security Passwords.
6.5 To access your Account (and the Services), you must have the necessary equipment (e.g., computer or smartphone) and internet access. You are solely responsible for your hardware used to access the Services and are solely liable for the integrity and proper storage of any data associated with the Services stored on your hardware. You are responsible for protecting your hardware and data from viruses and malicious software, as well as any inappropriate material. Except as provided by Applicable Law, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services. Neither M2 nor any other Indemnified Party (as defined in Section 31) is liable to you for: (i) hardware failures, damages, or destruction or corruption or loss of any records or data stored on your hardware for any reason; (ii) any damage or interruptions caused by computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; or (iii) your use of the internet to connect to the Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches, or similar technical problems or defects experienced.
7.1 Funding - General
7.1.1 To fund your Account and start transacting in Virtual Assets using the Platform, you must first acquire Virtual Assets (or deposit Virtual Assets that you already own into your Account) and/or load Fiat Currency into your Account.
7.1.2 You should be aware that M2: (i) might not support the loading and/or storing of Fiat Currency in your Account in all jurisdictions; and (ii) does not support the use of all Fiat Currencies. A list of Fiat Currencies supported by M2 can be found at the Site. This list may be amended from time to time by M2 at its sole discretion.
7.1.3 You can deposit Fiat Currency and/or Virtual Assets into your Account in such manner as shall be prescribed by M2 and published via the Platform or email for the purpose of using the Services. Fiat Currency and/or Virtual Assets will be considered deposited only after M2 has confirmed and approved the deposit.
7.1.4 Any available Assets in your Account can be locked and utilized as collateral for margin trading or to finance trades concerning any Services or parts thereof provided through the Platform by M2 or its Affiliates.
7.2 Virtual Assets
7.2.1 The Platform supports deposits and withdrawals of specific Virtual Assets, including certain U.S. Dollar-pegged stablecoins (each a "USD Stablecoin"). You may deposit Virtual Assets that you already own into your Account by generating an address within your Account and sending your Virtual Assets to that address, after which they should appear in your Account balance.
7.2.2 You may acquire Virtual Assets in exchange for certain supported Fiat Currencies (depending on your location) by connecting a valid payment method to your Account. In such cases, you authorize us to debit the relevant amount of Fiat Currency using your chosen payment method(s) to complete your purchase.
7.2.3 The Platform allows you to exchange one Virtual Asset for another Virtual Asset, send Virtual Assets to and receive Virtual Assets from other Users of the Services, or third parties outside of the Platform (where permitted by M2 in its sole discretion).
7.2.4 You may sell Virtual Assets in exchange for certain supported Fiat Currencies (depending on your location). In such cases, you authorize us to debit your Account and send instructions to credit your selected payment method(s) in settlement of sell transactions.
7.2.5 M2 makes no representations or warranties regarding the time, transaction fees, or other requirements that may be necessary to complete the transfer of your Virtual Assets to or from a third-party wallet or other source and for said Virtual Assets to become available in your Account.
7.2.6 All Virtual Assets are held in your Account on the following basis:
(A) Title to your Virtual Assets remains with you at all times and does not transfer to M2. As the owner of Virtual Assets in your Account, you bear all risk of loss of such Virtual Assets. M2 has no liability for fluctuations in the Fiat Currency value of Virtual Assets held in your Account.
(B) None of the Virtual Assets in your Account are the property of M2. M2 does not represent or treat Virtual Assets in User’s Accounts as belonging to M2.
(C) You control the Virtual Assets held in your Account. At any time, subject to outages, downtime, and other applicable policies (including the Terms), you may withdraw your Virtual Assets by sending them to a different blockchain address controlled by you or a third party.
7.2.7 M2 is not obligated to issue any replacement Virtual Asset if any Virtual Asset, password, or private key is lost, stolen, malfunctioning, destroyed, or otherwise inaccessible.
7.2.8 It is your responsibility to ensure that you send all Virtual Assets to the correct address provided for that specific Virtual Asset, including with respect to any Virtual Assets that you send to the Platform. If you send a Virtual Asset to an address that does not correspond to that exact Virtual Asset (such as an address not associated with your Account or the specific Virtual Asset sent), such Virtual Asset may be lost forever. By sending any Virtual Assets to the Platform, you attest that you will only send a supported Virtual Asset to the Platform wallet address provided to you. For example, if you select an ETH Platform wallet address to receive funds, you attest that you are initiating an inbound transfer of ETH alone, and not any other forms of Virtual Assets. You agree that M2 incurs no obligation whatsoever with regards to sending unsupported Virtual Assets to an address provided to you on the Platform. Similarly, if you send a Virtual Asset from your Account to an external address that does not correspond to that exact Virtual Asset, such Virtual Asset may be lost forever.
7.2.9 You assume all liability for any Losses (as defined in Section 31) incurred as a result of sending Virtual Assets to an incorrect address (such as typos, errors, copy-paste attacks, or an address not associated with your Account, or an address not associated with the specific Virtual Asset). You are solely liable for verifying the accuracy of any external wallet address and the identity of the recipient. All outbound transfers of Virtual Assets cannot be reversed once they are broadcast to the underlying blockchain network. M2 does not control any blockchain network and cannot guarantee that any transfer will be confirmed or transferred successfully by the network. M2 is not responsible for any losses or for taking any actions to attempt to recover any lost, stolen, misdirected, or irrecoverable Virtual Assets. If the Virtual Assets are recoverable, we may in our sole discretion attempt to recover them, but such recovery efforts are in no way guaranteed. Please be aware that if you attempt to deposit ETH to your Account by sending it via a smart contract, your ETH may not be automatically credited, and may take time to recover, and may not be recovered at all.
7.2.10 When you elect to transfer Virtual Assets from your Account to a third-party wallet address or other location, it is always possible that the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting the Platform. You agree that you shall not hold M2 liable for any damages arising from a rejected or failed transfer.
7.2.11 You hereby represent and warrant to us that any Virtual Assets used by you in connection with the Services (including any Virtual Assets used to fund your Account) are either owned by you or that you are validly authorized to carry out transactions using such Virtual Assets, and that all transactions initiated with your Account are for your own Account and not on behalf of any other person.
7.2.12 It is your responsibility entirely to provide us with correct details of any withdrawal address. We accept no liability resulting in you or any third party not receiving Virtual Assets withdrawn by you due to you providing incorrect, erroneous, incompatible, or out-of-date details.
7.3 Fiat Currency
7.3.1 As indicated on the Site or in a Service Schedule, based on your location, the Platform may support various Fiat Currencies for deposit, withdrawal, and/or trading via wire transfers, credit cards, or other suitable methods.
7.3.2 Upon receiving Fiat Currency that you deposit into your Account, we may issue you an equivalent amount of electronic money ("E-Money") denominated in the relevant Fiat Currency, which represents the deposited Fiat Currency. This amount will be shown in your Account.
7.3.3 E-MONEY IS NOT LEGAL TENDER. M2 IS NOT A DEPOSITORY
INSTITUTION AND YOUR E-MONEY IS NOT A DEPOSIT OR INVESTMENT ACCOUNT. YOUR E-MONEY ACCOUNT IS NOT INSURED BY ANY PUBLIC OR PRIVATE DEPOSIT INSURANCE AGENCY.
7.3.4 Your Account will not accrue any interest on the E-Money it holds. Your Account may contain E-Money in multiple currencies, and the E-Money balance for each currency will be displayed.
7.3.5 You may acquire Virtual Assets using E-Money credited to your Account, depending on your location. To execute a Virtual Asset purchase with E-Money, follow the relevant instructions on the Site. You authorize us to deduct E-Money from your Account to complete the purchase. Although we will strive to deliver Virtual Assets to you promptly, E-Money may be deducted from your Account before Virtual Assets are credited to your Account.
7.3.6 You may sell Virtual Assets in exchange for specific Fiat Currencies, depending on your location. To execute a Virtual Asset sale, follow the relevant instructions on the Site. You authorize us to debit Virtual Assets from your Account and instruct us to credit your Account with the appropriate amount of Fiat Currency. Upon receiving the Fiat Currency, we will issue you an equivalent amount of E-Money in the relevant Fiat Currency.
7.3.7 You may redeem any or all E-Money in your Account at any time, subject to outages, downtime, and other applicable policies (including the Terms), by choosing the appropriate option on the Site and following the instructions. Unless otherwise agreed, funds will be transferred to the bank account you have registered with us. You represent and warrant that this bank account belongs to you and that you have full control over it. Providing us with accurate withdrawal account details is entirely your responsibility. We are not liable for any failure to receive withdrawn amounts due to incorrect or outdated details provided by you.
7.3.8 If the Terms are terminated, we may redeem any remaining E-Money in your Account and attempt to transfer the equivalent Fiat Currency amount to the bank account you have registered with us. Before redeeming E-Money from your Account, we may conduct checks to prevent fraud, money laundering, terrorist financing, and other financial crimes and comply with Applicable Law. This may delay or prevent you from withdrawing E-Money until those checks are satisfactorily completed in compliance with our regulatory requirements.
8 STATEMENTS
8.1 M2 will not physically send out statements. Instead, you may view your near-real time statement at any time upon logging into your Account. You may also download PDF statements of a requested period via your Account.
8.2 Statements will include the following:
8.2.1 your Available Balance reported by reference to the Virtual Assets, Futures Contracts and/or Fiat Currency held, or the relevant exchange rate if not reported in the currency in which the money is held;
8.2.2 the amount, date and value of each transaction during the past month;
8.2.3 any Fees that might from time to time be charged on your Account since the previous statement.
8.3 Statements will be accessible for up to 7 years after your Account is closed, however we recommend that you download and store your statements locally on a regular basis.
9 UNCLAIMED OR ABANDONED PROPERTY
9.1 If M2 holds Assets in your Account and we cannot contact you for an extended period of time of no less than 12 months, have no record of your use of the Services for an extended period ("Unclaimed or Abandoned Assets"), Applicable Laws may require us to report such Unclaimed or Abandoned Assets as unclaimed property to the relevant jurisdiction. In this case, M2 will attempt to locate you using the information in our records related to your Account. If M2 cannot locate you, we may be required to deliver any Unclaimed or Abandoned Assets to the relevant jurisdiction as unclaimed property. M2 reserves the right to deduct dormancy fees or other administrative charges from such Unclaimed or Abandoned Assets, as permitted by Applicable Laws.
9.2 If M2 holds Unclaimed or Abandoned Assets in your Account and we cannot contact you, have no record of your use of the Services for an extended period, or your Account is closed, and Applicable Laws do not mandate us to report such Unclaimed or Abandoned Assets as unclaimed property to the relevant jurisdiction, then you acknowledge and agree that your Account may be transferred to M2 or an Affiliate of M2 as trustee of the Unclaimed or Abandoned Assets. M2 or the Affiliate of M2 (as applicable) will hold the Unclaimed or Abandoned Assets on your behalf as trustee and shall, upon request, repay you the Unclaimed or Abandoned Assets, subject to your payment of any dormancy fees or other administrative charges that the trustee may deduct from the Unclaimed or Abandoned Assets. If you make no such demand, the trustee may deposit the Unclaimed or Abandoned Assets with the court in the applicable jurisdiction according to Applicable Laws.
9.3 If we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account, and during this time, no transactions may be completed until: (i) your designated fiduciary opens a new Account, as described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but lack satisfactory proof of your death, you authorize us to make inquiries, directly or through third parties, that we deem necessary to determine whether you have died. Upon receipt of proof satisfactory to us that you have died, the fiduciary you designated in a valid will or similar testamentary document must open a new Account. If you have not designated a fiduciary, we reserve the right to: (i) treat as your fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a will, a living trust, or other similar documentation, or (ii) require a court order designating a fiduciary from a court having competent jurisdiction over your estate. If we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require a court order resolving such issue from a court of competent jurisdiction before taking any action related to your Account. Pursuant to the above, your designated fiduciary must open a new Account following your death, and you agree that your fiduciary will be required to open a new Account to access the contents of your Account.
10 DEBIT ACCOUNT BALANCE
10.1 If your Account has a debit balance at any time, you agree to pay us: (i) the applicable fees listed in the Fee Schedule; (ii) the total debit balance; and (iii) other amounts specified in the Terms.
10.2 If you fail to pay these amounts, we may suspend your use of the Services or close your Account. We also reserve the right to debit your Account accordingly and/or withhold amounts from Fiat Currency, Futures Contracts and Virtual Assets that you may transfer to your Account.
10.3 If, following a demand from M2, you have not paid the outstanding debit balance by the specified deadline, then:
10.3.1 you authorize us to sell any Virtual Assets or Futures Contracts or redeem any Fiat Currency or E-Money in your Account to recover the outstanding debit balance;
10.3.2 you agree to indemnify us and each other Indemnified Party against all Losses that we suffer or incur due to your failure to pay the outstanding debit balance; and
10.3.3 you will be liable for all costs we incur in relation to engaging a collection agency, law firm, or other third party to assist with and advise on the collection of such outstanding debit balance (where applicable).
11.1 M2 operates Order Books where Users can place Orders to be matched with Orders from other Users. M2 may offer various Order types at its sole discretion, including but not limited to "market," "limit," "stop-loss limit," "stop-loss market," "trailing stop," and "take profit limit" orders. M2 may issue trading rules from time to time that apply to Orders placed on the Order Book, in addition to these General Terms.
11.2 The “Convert” function on the Platform also allows you to submit instructions ("Convert Instructions") to exchange (buy or sell) one spot Virtual Asset for another Virtual Asset or for Fiat Currency. Each Convert transaction is subject to the applicable “Exchange Rate” quoted for the given transaction and the applicable time limits for such quote. The "Exchange Rate" means the price of a given Virtual Asset as quoted on your "Wallet" page on the Site or any Mobile Application. The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price", which is the price at which you may buy or sell the Asset, respectively.
11.3 The Exchange Rate provided depends on market conditions, and you are not obligated to carry out a Convert transaction at any Exchange Rate offered to you. You acknowledge that the Buy Price Exchange Rate may differ from the Sell Price Exchange Rate at any given moment, and that a 'spread' may exist in the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorize a Convert transaction.
11.4 We do not guarantee the availability of any Exchange Rate and we do not guarantee that you will be able to buy and/or sell your Assets using Convert or on the Order Book at any specific price or time.
11.5 You are solely responsible for accurately entering any Order or Convert Instruction, including but not limited to all the required information in order for us to execute any Order or Convert Instruction. M2 is not obligated to verify the accuracy or completeness of any such information, Order, or Convert Instruction.
11.6 You agree that any Order or Convert Instruction received or carried out through your Account shall be deemed final and conclusive, and that M2 may act upon such Order or Convert Instruction. We are not required to verify the identity or authority of any person providing any Order or Convert Instruction or the authenticity of such Order or Convert Instruction.
11.7 Your Orders and Convert Instructions are irrevocable and unconditional and are binding on you, and such Orders and Convert Instructions may be acted or relied upon by us regardless of any other circumstances. As a result, once you issue any Order or Convert Instruction, you have no right to rescind or withdraw such Order or Convert Instruction without our written consent.
11.8 Each of your Orders and Convert Instructions will not be considered received by M2 until M2's server has received it. M2's records of all Orders and Convert Instructions shall be conclusive and binding on you for all purposes.
11.9 Under no circumstances will any of the Indemnified Parties be responsible or liable to you for any Losses incurred by you or any other person as a result of any of the Indemnified Parties relying or acting upon any Order or Convert Instruction given or purported to be given by you, regardless of the circumstances prevailing at the time of such Order or Convert Instruction.
11.10 You authorize M2 to credit or debit (or provide settlement information to third parties for the purposes of the third party crediting or debiting) your Assets from your Account following your Orders and Convert Instructions. We reserve the right not to execute any transaction if you have insufficient Assets in your Account.
12 EXECUTION ONLY SERVICE
12.1 Exchange Services are provided on an execution only basis. M2 is not required to assess the suitability of your investments when accepting instructions or Orders from you, neither is it responsible for any loss or damage suffered by you. You will instead rely on your own judgement, and you will need to assess each transaction on your own and M2 will not assist you in that assessment. In addition, by entering into the transaction on an execution only basis, you expressly confirm that M2 made no representations, recommendations, or suggestions to you and you have not relied on any research or information you have received from M2 or any of our Affiliates in connection with that transaction.
12.2 M2 will not provide you with any investment, legal, regulatory or other form of advice and you will not be entitled to ask us to provide you with investment advice relating to a transaction or make any statement of opinion to encourage you to open a particular transaction. You may wish to seek independent advice in relation to any transaction you propose to enter into under these Terms.
13 THIRD PARTY PERMISSIONS TO CONNECT TO OR ACCESS YOUR ACCOUNT
If you provide explicit authorization for a third party to access your Account, either via their product or through the Platform, you recognize that allowing a third party to perform specific tasks on your behalf does not exempt you from any obligations under the Terms. Additionally, you acknowledge and agree that you will not hold M2 accountable for, and will indemnify M2 against, any liability resulting from the actions or lack of action by such third party in relation to the permissions you have granted.
14 ACCOUNT SUSPENSION AND CLOSURE; SERVICE SUSPENSION AND TERMINATION
14.1.1 refuse to let you open an Account, suspend your Account, or terminate your Account;
14.1.2 decline to process any instruction or Order submitted by you; and/or
14.1.3 limit, suspend or terminate your use of one or more, or part of, the Services.
14.2 Such actions will not relieve you from your obligations pursuant to the Terms.
14.3 Such actions may be taken as a result of a number of factors, including without limitation:
14.3.1 as a result of account inactivity, your failure to respond to customer support requests, our failure or inability to positively identify you;
14.3.2 as a result of a court order or your violation of Applicable Laws or the Terms; or
14.3.3 where we believe that a transaction is suspicious or may involve fraud, money laundering, terrorist financing or other misconduct.
14.4 If you do not agree with any actions taken by us under Section 14.1, then your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that neither we nor any other Indemnified Party shall be liable to you or any third party for any Losses suffered as a result of any actions taken by us under Section 14.1.
14.5 Without limiting the foregoing, we may temporarily suspend access to your Account if technical issues cause a system outage or Account errors until the problem is resolved.
14.6 When required by Applicable Laws, we will promptly notify you if we have suspended processing your Orders or Convert Instructions, provide our reasons for doing so, and inform you of any steps needed to rectify the situation causing the suspension.
14.7 You may request to close your Account or terminate your access to and use of the Services at any time, in accordance with the Terms, by contacting us for assistance. You cannot close an Account if we determine, at our sole discretion, that such closure is an attempt to evade legal or regulatory investigation or to avoid paying amounts due to M2 or its Affiliates.
14.8 We recommend withdrawing any remaining balance of Assets before requesting to close your Account. We reserve the right to limit or deny withdrawals from your Account if:
14.8.1 your Account has otherwise been suspended or closed by us in accordance with the Terms;
14.8.2 to do so would be prohibited by Applicable Laws or court order, or we have; or
14.8.3 determined that the Assets in your Account were obtained fraudulently.
14.9 Upon closure or suspension of your Account, you authorise M2 to cancel or suspend pending transactions.
14.10 Notwithstanding that you or M2 closes or deactivates your Account or terminates or suspends your access to and use of any Services, or the termination or expiry of the Terms, you shall remain liable for all activity conducted with or in connection with your Account while it was open, and for all amounts due in connection with such activity.
In connection with your use of the Services, you agree that you will not:
15.1.1 breach or aid anyone in breaching any Applicable Laws or rules of any self-regulatory or similar organization that you are, or are required to be, a member of through your use of the Services;
15.1.2 provide false, inaccurate, incomplete, out-of-date or misleading information;
15.1.3 violate M2's or any third party's copyrights, patents, trademarks, or other intellectual property rights;
15.1.4 participate in any illegal activities, including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransom activities, financing terrorism, other violent actions, or any prohibited market practices;
15.1.5 distribute unsolicited or unauthorized advertising or promotional content, press releases, public statements and disclosures, junk mail, spam, or chain letters;
15.1.6 use a web crawler or similar technique to access our Services or to extract data;
15.1.7 reverse engineer or disassemble any aspect of the Site, the API, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
15.1.8 perform any unauthorised vulnerability, penetration or similar testing on the API or Services;
15.1.9 take actions that impose an unreasonable or disproportionately large burden on our infrastructure, or negatively interfere with, intercept, or expropriate any system, data, or information;
15.1.10 transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
15.1.11 otherwise attempt to gain unauthorised access to or use of the Site, the API, other M2 Accounts, computer systems, or networks connected to the Site, through password mining or any other means;
15.1.12 transfer any rights granted to you under the Terms, except in accordance with Section 39;
15.1.13 engage in any activity that, in our reasonable opinion, constitutes or may constitute market abuse, including but not limited to fictitious transactions, wash trades, front-running, or disorderly market conduct;
15.1.14 engage in any behaviour which is unlawful, violates the Terms, or is otherwise deemed unacceptable by M2 in its sole discretion; or
15.1.15 assist, facilitate or encourage any third party in undertaking any activity otherwise prohibited by the Terms.
16 ELECTRONIC TRADING TERMS
16.1 M2 may, in its sole discretion, choose to discontinue support for a currently listed or supported Virtual Asset/Futures Contract at any time, including without limitation where there are changes in the characteristics of such Virtual Asset or the underlying Virtual Asset of such Futures Contract.
16.2 Several factors may cause a transaction on the Platform to fail, including, but not limited to, price changes, insufficient margin, or unexpected technical issues. M2 does not guarantee that any transaction will be executed correctly. We are not liable for any loss or damage caused by a transaction's failure to complete properly or promptly. Although you can view any such failures through your Account, we are not obligated to notify you of a transaction failure. You are solely responsible for investigating and determining the cause of any failed transaction you initiate.
16.3 If you receive any data, information, or software through our Services that you are not entitled to receive under the Terms, you must notify us immediately and refrain from using such data, information, or software in any manner. If you request a withdrawal of Virtual Assets and we cannot fulfill it without closing some of your open positions, we will not comply with the request until you have closed enough positions to allow the withdrawal.
16.4 We may, at any time and without notice, refuse to execute a trade or impose trade amount limits or restrictions at our sole discretion. Specifically, we reserve the right to refuse to process, cancel or reverse any transaction, as well as revoke access to a User's deposit address on the Platform, if we suspect the transaction involves money laundering, terrorist financing, fraud, or any other crime, or if we suspect the transaction is related to a prohibited use as stated in the Terms. M2 reserves the right to halt deposit and/or withdrawal activity at our sole discretion. A User cannot modify, withdraw, or cancel their authorization to make a transaction, except for partially filled Orders.
16.5 M2 may correct, reverse, or cancel any trade affected by a processing error in a User's transaction or otherwise. The User's recourse in case of an error is limited to seeking the cancellation of an Order or Convert Instruction or requesting a refund of any charged amounts. M2 cannot guarantee that cancellations or refunds will always be possible.
16.6 Orders placed on the Order Book may be partially filled or may be filled by one or more Orders placed on the Order Book by other Users on a price-time priority basis depending on the trading activity on the Order Book when an Order is placed.
16.7 Virtual Assets available for purchase through the Platform may experience high or low transaction volume, liquidity, and volatility at any time, possibly for extended periods. You acknowledge that while M2 uses commercially reasonable methods to provide Exchange Rate information to you through the Platform, the Exchange Rate information we provide may differ from prevailing exchange rates offered by third parties. Likewise, the actual market rate at the time of your trade may differ from the indicated Exchange Rate. You agree to assume all risks and potential losses associated with price fluctuations or differences between actual and indicated Exchange Rates.
17.1 This Section 17 applies only to the extent you are permitted to engage in margin trading on the Platform. Margin trading is prohibited in certain jurisdictions, and you may not be able to engage in margin trading on the Platform. We reserve the right to amend and/or remove margin trading functionality at any time.
17.2 Margin trading is HIGH RISK. As a borrower, you may experience a total loss of Assets or owe Assets beyond what you have deposited in your Account. High volatility and significant illiquidity risks in markets may make it difficult to liquidate your position. You agree to maintain sufficient Assets in your Account at all times to meet our margin requirements, which may change periodically. If the value of your Account's Assets falls below the margin maintenance requirement or we decide, at our sole discretion, that your Account is at risk of defaulting on a loan, we may seize and/or liquidate any or all of your positions and Assets in your Account to reduce your leverage or repay your debt to other Users. In this case, you may suffer a total loss of all Assets in your Account. If, after liquidation, your Account still lacks sufficient Assets to repay your debts to other Users, you are responsible for providing any additional Assets owed. Intentionally defaulting on a loan may result in reporting your activities to authorities and/or legal prosecution.
17.3 Certain market conditions may make it difficult or impossible to liquidate a position. This could occur if there is insufficient market liquidity or due to technical issues on the Platform. Placing contingent Orders, such as "stop-loss" or "stop-limit" Orders, may not limit your losses to the intended amounts, as market conditions may prevent the execution of such Orders or result in slippage. In this situation, our backstop liquidity provider program might come into play, but there is no assurance or guarantee that any such program activities will be sufficient or effective in liquidating your position. Consequently, you may lose all your Assets or incur a negative balance in your Account. Additionally, even if you have not experienced any liquidations or losses, your Account balance may be subject to clawback due to losses suffered by other users.
17.4 The use of leverage can work against you as well as for you and can lead to large losses as well as gains. Users conduct all trading, margin trading, lending, and/or borrowing on their own account and 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 associated with margin trading on the Platform.
18.2 M2 is under no obligation to support a Fork of a Virtual Asset that you hold in your Account, whether or not any resulting version of such forked Virtual Asset is a Dominant Virtual Asset or Non-Dominant Virtual Asset or holds value at or following such Fork. Forks of Virtual Assets can be frequent, contentious and unpredictable, and therefore cannot be consistently supported on the Platform. When trading or holding Virtual Assets using your Account, you should operate under the assumption that the Platform will never support any Fork of such Virtual Asset.
18.3 If M2 elects, in its sole discretion, to support a Fork of a Virtual Asset, it may choose to do so by making a public announcement through its Site or otherwise notifying customers and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If M2, in its sole discretion, does not elect to support a Fork of a given Virtual Asset, including the determination to support, continue to support, or cease to support any Dominant Virtual Asset or Non-Dominant Virtual Asset, M2 assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Virtual Asset.
18.5 In the event of a Fork of a Virtual Asset, we may be forced to suspend all activities relating to such Virtual Asset (including trades, deposits, and withdrawals) on the Platform for an extended period of time, until M2 has determined in its sole discretion that such functionality can be restored ("Downtime"). This Downtime may occur at the time that a Fork of a given Virtual Asset occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Virtual Asset subject to such Fork. M2 does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Virtual Assets.
19 ATTACKS ON BLOCKCHAIN NETWORKS
19.1 M2 cannot prevent or mitigate attacks on blockchain networks and has no obligation to engage in activity in relation to such attacks. In the event of an attack, M2 reserves the right to take (or to not take) actions, including, but not limited to, immediately halting trading, deposits and withdrawals for a Virtual Asset if we believe that the Virtual Asset's network is compromised or under attack. If such an attack caused the Virtual Asset or an associated Futures Contract to greatly decrease in value, we may discontinue trading in such Virtual Asset/Futures Contract entirely.
19.2 Resolutions concerning deposits, withdrawals and User balances for a Virtual Asset that has had its network attacked will be determined on a case-by-case basis by M2 in its sole discretion. M2 makes no representation and does not warrant the safety of the Services and you assume all liability for any lost value or stolen property.
20 SITE; THIRD PARTY CONTENT
20.1 M2 strives to provide accurate and reliable information and content on the Site, but such information may not always be correct, complete, or up to date. You should always carry out your own independent appraisal and investigations in relation to such information and not rely on it in any way.
20.2 The Site may also contain links to third party Sites, applications, events or other materials ("Third Party Content"). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by M2 of any products or services. M2 makes no representation as to the quality, suitability, functionality or legality of Third Party Content, or to any goods and services available from third party Sites, and M2 shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Site or in any Third Party Content.
20.3 We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase from a third party (including other Users of the Platform). We are not responsible for ensuring that a third party buyer or seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party purchased using Virtual Assets in connection with the Services, you must resolve the dispute directly with that third party.
21 AVAILABILITY
21.1 We do not represent that you will be able to access your Account or the Services 100% of the time. Your Account and the Services are made available to you without warranty of any kind, either express or implied. There are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or loss of transmitted information. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays. We may, from time to time, suspend access to your Account and the Services, for both scheduled and emergency maintenance.
21.2 You acknowledge and agree that neither M2 nor any other Indemnified Party shall have any liability to you or any third party for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions of the Services, or for the failure of any connection or communication service to provide or maintain your access to the Services, or for any interruption in or disruption of your access or any erroneous communications between M2 (or any other Indemnified Party) and you, regardless of cause.
21.3 M2 may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements. In addition, M2 may determine not to make the Services, in whole or in part, available to you, depending on your location. If you travel to a Restricted Location, our Services may not be available and your access to our Services may be blocked. You acknowledge that this may impact your ability to trade on the Platform and/or monitor any existing Orders or open positions or otherwise use the Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.
22 RIGHT TO CHANGE, SUSPEND OR DISCONTINUE SERVICES
22.1 We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without notice and without liability. We may advise you of any such changes, suspensions or discontinuations via your Account or the other contact details that you have provided to us but shall have no obligation to do so.
22.2 If you do not agree with any change, suspension, or discontinuance of any aspect of the Services, then your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that neither we nor any other Indemnified Party shall be liable to you or any third party for any Losses suffered as a result of any such changes, suspensions, discontinuations or decisions.
23.1 You acknowledge and agree that M2 is the sole owner (except to the extent owned by third-party licensors including any third-party technology providers), of all rights, title and interest in and to the IP Rights. You have, and will obtain, no rights in or to IP Rights, except for those limited rights licensed to you.
23.2 You must not:
23.2.1 alter, maintain, enhance or otherwise modify the Platform (or attempt to do so); or
23.2.2 disassemble, decompile, reverse-engineer, copy, bug fix, correct, update, transfer, broadcast (or in each case, attempt to do so) or create derivative works based on the Platform.
23.3 Subject to your compliance with the terms and conditions of this Agreement, you are granted a limited, revocable, non-exclusive, royalty-free and non-transferable license to access and use the Platform to access and use the Services in a manner consistent with, these Terms.
23.4 Unless otherwise specified, all materials on or accessible via the Platform are the property of M2 and are protected by copyright, trademark and other Applicable Laws. You may view, print and/or download a copy of the materials from the Platform solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.
23.5 The trademarks, service marks and logos of M2 and others used in connection with the Platform are the property of M2. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on the Platform belong to M2. Trademarks and materials must not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such materials on any other Site or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark and other Applicable Law.
24.1 We reserve the right to amend any part of the Terms, at any time, by posting the revised version of the Terms on the Site, with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Terms and shall apply on a going-forward basis with respect to transactions initiated after the posting date. You acknowledge that it is your responsibility to check the Terms periodically for changes.
24.2 If you do not agree with any amendments to the Terms, your sole and exclusive remedy is to terminate yor use of the Services and close your Account. You agree that neither we nor any other Indemnified Party shall be liable to you or any third party for any Losses suffered as a result of any amendment of the Terms.
25 FEES
25.1 In consideration for the use of the Services, you agree to pay to M2 the appropriate fees, as set forth in our Fee Schedule displayed on the Site, which M2 may revise or update in its sole discretion from time to time. If you do not agree with any amendments to the Fee Schedule, your sole and exclusive remedy is to terminate your use of the Services and close your Account.
25.2 On request, M2 may make available an alternative fee schedule ("Alternative Fee Schedule") to Users who satisfy certain criteria (such as in relation to trading volume), which are determined by M2 in its sole discretion from time to time.
25.3 You authorise M2 to deduct any applicable fees from your Account at the time you make a given transaction. Changes to the Fee Schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward.
26 TAXES
26.1 You will be able to see a record of your transactions via your Account which you may wish to use for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to your activities on the Platform, and to collect, report, and remit the correct tax to the appropriate tax authority.
26.2 M2 is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
27 RIGHT TO USE SERVICES; API USE; THIRD PARTY APPLICATIONS
27.1 License
27.1.1 M2 grants you a limited, non-exclusive, non-sublicensable, and non-transferable license, subject to the Terms, to access and use the Services solely for approved purposes as determined by M2. Any other use of the Services is expressly prohibited. M2 and its licensors reserve all rights in the Services, and you agree that the Terms do not grant you any rights in, or licenses to, the Services except for the limited license set forth above.
27.1.2 Except as expressly authorised by M2, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part. If you violate any portion of the Terms, your permission to access and use the Services may be terminated pursuant to the Terms.
27.1.3 "M2.com," "M2" and all logos related to the Services are either trademarks, or registered marks of M2 or its licensors. You may not copy, imitate, or use them without M2's prior written consent. All right, title, and interest in and to the Site and any Mobile Application, any content thereon, the Services, and any and all technology or content created or derived from any of the foregoing is the exclusive property of M2 and its licensors.
27.2 API Use
27.2.1 Subject to your compliance with the Terms and any other agreement which may be in place between you and M2 relating to your use of the API, M2 grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, to use the API solely for the purposes of trading on the Platform. You agree to not use the API or data provided through the API for any other purpose. You agree your access and use of the API shall be entirely at your own risk, and that M2 will not be responsible for any liabilities that you incur as a result of the use of the API or actions you take based on the API.
27.2.2 M2 may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, M2 may moderate your activity or cease offering you access to the API (or any other API offered by M2), each in its sole discretion.
27.2.3 M2 may immediately suspend or terminate your access to the API without notice if we believe you are in violation of the Terms or any other agreement which may be in place between you and M2 related to your use of the API.
27.3 Third Party Applications
27.3.1 We offer our Services to users both directly and via third party Sites, platforms, applications and other access portals (collectively, “Third Party Portals”). If you are accessing these Terms via a Third Party Portal, you agree (a) to comply with all applicable terms of service of such Third Party Portal, (b) that you are solely responsible for payment of any and all costs and fees associated with such Third Party Portals, and (c) we do not owe you any duty of care with respect to such Third Party Portals, nor do we accept any responsibility for them.
27.3.2 If you grant express permission to a third party to connect to your Account, either through the third party’s product or through the Services, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms.
27.3.3 You acknowledge and agree that you will not hold us responsible for, and will indemnify us from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant. You expressly agree that your use of any Third Party Portal is at your own risk and we will not be liable to you for any inaccuracies, errors, omissions, delays, damages, claims, liabilities or losses, arising out of or in connection with your use of Third Party Portals.
27.3.4 In the event that access to the Services via any Third Party Portal is suspended, terminated or cancelled for any reason, you agree that you shall remain bound by these Terms and our Privacy Policy as a user of the Services.
28 PRIVACY POLICY
We are committed to protecting your personal information and to helping you understand exactly how your personal information is being used. You should carefully read our Privacy Policy, which provides details on how your personal information is collected, stored, protected, and used.
29.1 You shall treat as strictly confidential and not use or disclose any information or documents which you receive (or have received) from us, whether before, during or after the term of the Terms, and whether communicated orally, in writing, in electronic form or otherwise, relating to our business, financial situation, products and services (including the Services), expectations, processes and methods, customers or employees, in each case which is designated as being "confidential" or which by its very nature should obviously be treated as secret and confidential (together "Confidential Information").
29.2 You may use the Confidential Information solely to the extent necessary to receive the benefit of the Services in accordance with the Terms.
29.3 The obligation to maintain confidentiality under this Section 29 shall not apply to any Confidential Information to the extent that such information is:
29.3.1 in the public domain through no breach of the Terms;
29.3.2 known to you at the time of disclosure without restrictions on use, or independently developed by you, and in each case, there is appropriate documentation to demonstrate either condition; or
29.3.3 required to be disclosed to a Regulatory Authority or by Applicable Laws.
29.4 If you are required under Applicable Laws or by any Regulatory Authority to disclose Confidential Information in the circumstances set out in Section 29.3.3 you shall give us such notice as is practical in the circumstances of such disclosure and shall provide all cooperation reasonably requested by us in relation to mitigating the effects of, or avoiding the requirements for, any such disclosure.
29.5 Any Confidential Information shall remain the property of M2 and may be copied or reproduced only with our prior written consent.
29.6 Upon request, you shall return or destroy all materials containing our Confidential Information and, where such materials have been destroyed, confirm such destruction in writing. You shall be under no obligation to return or destroy such materials if and to the extent you are required to retain such materials under Applicable Laws, provided that you shall notify us in writing of such requirement, giving details of the materials which have not been destroyed or returned, and this Section 29 shall continue to apply to such materials.
30 COOKIES
By accessing the Site, you agree to use cookies in agreement with M2's Privacy Policy. The Site uses cookies to enable us to retrieve User details for each visit, and to enable the functionality of certain areas of the Site to make it easier for Users visiting the Site to access and use the Services.
31.1 You shall and agree to defend, indemnify and hold harmless M2, its Affiliates and service providers and, in each case, their Personnel (collectively, "Indemnified Parties" and each an "Indemnified Party") from and against any and all claims and liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) ("Losses" or "Loss") which any Indemnified Party may suffer or incur, arising directly or indirectly out of or in connection with: (i) your use of your Account and/or the Services; (ii) your breach or anticipatory breach of the Terms; or (iii) your violation or anticipatory violation of any Applicable Laws.
31.2 You will cooperate as fully required by the Indemnified Parties in the defence of any such claims and Losses. The Indemnified Parties retain the exclusive right to assume the exclusive defence and control of any claims and Losses. You will not settle any claims and Losses without M2's prior written consent.
31.3 You hereby agree to release each of the Indemnified Parties from any and all claims and demands (and waive any rights you may have against any of the Indemnified Parties in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other User or other third party in connection with the Services (including any Virtual Asset/Futures Contract transactions) or the subject matter of the Terms.
32 LIMITATION OF LIABILITY; NO WARRANTY
32.1 NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE A PARTY'S LIABILITY:
32.1.1 FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE;
32.1.2 FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR
32.1.3 TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAWS.
32.2 SUBJECT TO SECTION 32.1, NEITHER M2 NOR ANY OF THE OTHER INDEMNIFIED PARTIES SHALL BE LIABLE TO YOU IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STATUTE OR ANY OTHER CAUSE ARISING OUT OF OR IN CONNECTION WITH THE TERMS (OR ARISING OUT OF OR IN CONNECTION WITH:
32.2.1 YOUR USE OR INABILITY TO USE THE SERVICES; THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES IN CIRCUMSTANCES WHERE YOU DO NOT OR ARE UNABLE TO USE THE SERVICES; ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR ANY OTHER MATTER RELATING TO THE SERVICES) FOR: INCIDENTAL, PUNITIVE, EXEMPLARY OR OTHER SPECIAL LOSS OR DAMAGE; OR LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF USE, LOSS OF BUSINESS OR CONTRACT, LOST OPPORTUNITIES, INCREASED COSTS OR EXPENSES (OR WASTED EXPENDITURE INCLUDING PRE-CONTRACT EXPENDITURE), LOSS OF SAVINGS, ANY LIABILITY VOLUNTARILY ASSUMED BY YOU, OR LOSS OF OR DAMAGE TO DATA, IN EACH CASE REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER M2 OR ANY OF THE OTHER INDEMNIFIED PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR
32.2.2 INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
32.3 YOU ACKNOWLEDGE AND AGREE THAT M2 AND ITS AFFILIATES MAY RELY ON ONE OR MORE THIRD PARTY INTERMEDIARIES FOR THE PURPOSES OF PROVIDING THE SERVICES. THE THIRD PARTY INTERMEDIARIES ARE INDEPENDENT THIRD PARTIES AND ARE NOT M2'S AGENTS OR SUBCONTRACTORS. SUBJECT TO SECTION 32.1, M2 SHALL NOT BE LIABLE FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY INTERMEDIARY, OR ANY LOSSES ARISING FROM THE FAULT OF ANY THIRD PARTY INTERMEDIARY, SUCH AS A FAILURE BY A THIRD PARTY INTERMEDIARY TO COMPLY WITH APPLICABLE LAWS OR ANY REASONABLE INSTRUCTIONS PROVIDED BY M2.
32.4 YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF M2 AND THE OTHER INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER M2 NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTY THAT:
32.4.1 THE SERVICES WILL MEET YOUR REQUIREMENTS;
32.4.2 THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; OR
32.4.3 THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
32.4.4 SUBJECT TO SECTION 32.1, NEITHER M2 NOR ANY OF THE OTHER INDEMNIFIED PARTIES WILL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; SERVER FAILURE OR DATA LOSS; CRYPTOCURRENCY WALLETS OR CORRUPT FILES; UNAUTHORISED ACCESS TO SERVICES; OR ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST YOUR COMPUTER OR ANY BLOCKCHAIN NETWORK UNDERLYING THE SERVICES.
33.1 You may end these Terms for any reason by giving at least 10 Business Days' notice. Notice must be given via email to [email protected] and must include details of any account or other withdrawal destination to which the Assets remaining within your Account may be returned following deduction of any Fees or other sums due to M2.
33.2 M2 may end these Terms immediately in the following circumstances:
33.2.1 it is discovered that any of the information that you have provided is materially false or misleading;
33.2.2 where M2 is required to do so to comply with any applicable regulations or legislation;
33.2.3 you commit a material breach (as determined by us in our reasonable discretion) of any term of these Terms, and if such breach is remediable you fail to remedy that breach within fourteen (14) calendar days from the date of us notifying you to do so;
33.2.4 you are subject to material legal, criminal or regulatory proceedings (including but not limited to, bankruptcy, administrative or insolvency proceedings) which in our reasonable opinion create actual or potential legal, regulatory, criminal or reputational risk to us;
33.2.5 we reasonably suspect that you are or have been carrying on, assisting in the commission of, or are directly or indirectly connected to, illegal activities including financial crime, or breaches of Applicable Laws, including carrying on activities without the proper governmental authorizations or licenses;
33.2.6 there is a change in the Applicable Laws which may limit our ability or make it illegal to provide you with access to the Platform, or some or all of the Services;
33.2.7 we are required under the Applicable Laws to terminate these Terms or are directed by any competent court, authority or financial services regulator to do so;
33.2.8 (if as a natural person) you die;
33.2.9 there is threatening, or abusive behaviour made towards M2 employees;
33.2.10 you become bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction;
33.2.11 we are unable to give you access to the Platform or provide the Services to you as a result of a Force Majeure Event;
33.2.12 you have seriously or persistently breached these Terms or M2 has reason to believe that you have used, or intend to use, the Platform or your Account for fraudulent or other unlawful purposes.
33.3 Ending this Agreement will not affect your continuing liability to M2 in respect of any breach of this Agreement, fraudulent or negligent use of your Account.
34 COMMUNICATIONS IN ENGLISH
The Terms are provided to you and concluded in English. We will communicate with you in English for all matters related to your use of our Services unless we elect, in our sole discretion, to provide support for other languages.
35 FEEDBACK
You acknowledge and agree that any materials, including without limitation questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary you provide to us or one of our social media accounts, regarding the Services (collectively, "Feedback") that are provided by you, whether by email, posting to the Site or social channels, or otherwise, are non-confidential and will become the sole property of M2. M2 will own exclusive rights, including all intellectual property rights, in and to such Feedback, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
36 QUESTIONS AND CONTACT INFORMATION
To contact us, please visit one of the links or channels above. For support with your Account, you may email us at [email protected]. Please provide all relevant information, including your Account username and transaction IDs of any related deposits. Although we make no representations or provide no warranties as to the speed of response, we will endeavour to get back to you as soon as possible.
37 PROMOTIONS
M2 does not, as a general rule, participate in promotions without an official pronouncement, either on the Site or elsewhere. You shall obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to the Platform.
38 FORCE MAJEURE AND RELIEF EVENTS
38.1 M2 shall not be responsible (and shall have no liability) for any failure, interruption or delay in relation to the performance of the Services or its obligations under the Terms that results from any abnormal or unforeseeable circumstances outside our reasonable control, including without limitation:
38.1.1 any Force Majeure Event; or
38.1.2 any failure by you to comply with your obligations under the Terms or Applicable Laws ("Relief Event").
39 ASSIGNMENT AND SUBCONTRACTING
39.1 You may not assign, novate, or otherwise transfer, any of your rights or obligations under the Terms, or sub-contract the performance of any of your obligations under the Terms, without the prior written consent of M2. Any attempted assignment, novation, transfer or sub-contracting without our consent shall be void.
39.2 M2 may assign, novate, or otherwise transfer any of its rights or obligations under the Terms to any other person, or sub-contract the performance of any of its obligations under the Terms (including the performance of the Services), at any time and without your consent, and you hereby consent to such assignment, novation, transfer or subcontracting, and agree to take all actions (including by way of executing documents) and other assistance required by M2 to ensure that any such assignment, novation, transfer or subcontracting is effective and enforceable. If you object to such assignment, novation, transfer or sub-contracting you may stop using our Services and terminate the Terms by contacting us and requesting us to close your Account.
40.1 Entire agreement
40.1.1 You agree that the Terms constitute the entire agreement between you and M2 with respect to the use of the Services.
40.1.2 You agree that in agreeing to and entering into the Terms you have not been induced to do so by, and have not relied on, any statement, representation, warranty, assurance, covenant, indemnity, undertaking or commitment ("Representation") which is not expressly set out in the Terms.
40.1.3 You agree that your only right of action in relation to any innocent or negligent Representation set out in the Terms or given in connection with the Terms shall be for breach of contract. All other rights and remedies in relation to any such Representation (including those in tort or arising under statute) are excluded.
40.2 Survival
Upon the later of the closure of your Account and the termination of your access to and use of the Services the Terms shall terminate. All rights and obligations of the Parties that by their nature are continuing will survive the termination of the Terms.
40.3 Severability
If any provision or part of the Terms is void or unenforceable due to any Applicable Laws, it shall be deemed to be deleted and the remaining provisions of the Terms shall continue in full force and effect. If any invalid, unenforceable or illegal provision of the Terms would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum deletion necessary to make it valid, legal and enforceable.
40.4 Successors and assigns
The Terms shall be binding on, and enure to the benefit of, the Parties to the Terms and their respective personal representatives, successors and permitted assigns, and references to any Party shall include that Party's personal representatives, successors and permitted assigns.
40.5 Variation and waiver
40.5.1 Subject to Section 24, no variation of the Terms shall be effective unless it is in writing (which for this purpose, does not include email) and signed by, or on behalf of, each of the Parties. The expression "variation" includes any variation, supplement, deletion or replacement however effected.
40.5.2 No waiver by M2 of any right or remedy provided by the Terms or by law shall be effective unless it is in writing (which for this purpose, does not include email) and signed by, or on behalf of, M2. The failure by M2 to exercise, or delay in exercising, any right or remedy provided by the Terms or by law does not: (i) constitute a waiver of that right or remedy; (ii) restrict any further exercise of that right or remedy; or (iii) affect any other rights or remedies. A single or partial exercise by M2 of any right or remedy does not prevent any further or other exercise of that right or remedy or the exercise of any other right or remedy.
40.6 No partnership or agency
Nothing in the Terms or in any matter or any arrangement contemplated by it is intended to constitute a partnership, association, joint venture, fiduciary relationship or other cooperative entity between the Parties for any purpose whatsoever. Except as expressly provided in the Terms, neither Party has any power or authority to bind the other Party or impose any obligations on it and neither Party shall purport to do so or hold itself out as capable of doing so. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
40.7 Set off
40.7.1 Notwithstanding that any amount is from time to time payable by M2 to you under or by virtue of the Terms or otherwise, you shall not set off such amount against any amount payable by you to M2 under the Terms.
40.7.2 M2 may set off any amounts which from time to time are payable by M2 to you under or by virtue of the Terms or otherwise against any amounts payable by you to M2 under the Terms.
40.8 Equitable remedies
Without prejudice to any other rights or remedies that M2 may have, you acknowledge and agree that damages alone may not be an adequate remedy for your breach of the Terms. The remedies of injunction and specific performance as well as any other equitable relief for any threatened or actual breach of such provisions of the Terms may be more appropriate remedies.
40.9 Third party rights
Save as otherwise expressly provided in the Terms (such as in Sections 31, 32 and 40.12):
40.9.1 the Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and M2 and its Affiliates, which each shall be a third party beneficiary of the Terms; and
40.9.2 no other person shall assert any rights as a third party beneficiary hereunder (notwithstanding any legislation to the contrary anywhere in the world).
40.10 Electronic signature
The Terms may be entered into by electronic means.
40.11 Governing law
The Terms and any Dispute shall be governed by, and construed in accordance with, Bahamas law.
40.12.1 Any Dispute, claim, controversy, or action arising out of or related to the Terms or the existence, breach, termination, enforcement, interpretation or validity thereof; or your account (including any subaccount or Virtual Assets wallet); or the operations and Services of the Site; or your access to or use of the Services at any time or otherwise, relating to these Terms:
A. shall be subject to the exclusive jurisdiction of the Commonwealth of The Bahamas (“The Bahamas”);
B. if not resolved through formal good faith discussion within thirty (30) days after one Party has served a written notice on the other Party, describing the matter(s) in dispute in reasonable detail, shall be referred to and finally be settled by final and binding arbitration.
40.12.2 The Parties agree to submit claims to the arbitrator regarding issues of arbitrability, the validity, scope, and enforceability of these Terms, his or her jurisdiction, as well as any gateway, threshold, or any other challenges to these Terms, including claims that this Terms is unconscionable.
40.12.3 The Parties further agree:
A. Unless the Parties have agreed in writing to a single arbitrator to be mutually appointed, the number of arbitrators shall be three (3) with each Party appointing one and the Parties together appointing the third;
B. The arbitrator(s) must be a neutral party acceptable to all Parties.
C. The cost of the arbitration, not including the legal fees of the Parties, shall be shared equally by the Parties during an arbitration.
D. The prevailing Party in any arbitration shall be entitled to recover its reasonable attorney’s fees and costs.
E. The seat or legal place of the arbitration shall be Nassau, New Providence, The Bahamas;
F. The language to be used in the arbitral proceedings shall be English;
G. The UNCITRAL Model Rules on Arbitration (as revised in 2010), and as further revised as may be, shall be the rules for the conduct of the arbitration (subject to such modifications as the Parties may agree); and
H. The Parties agree to waive any right to an appeal of the award and that judgment on any award rendered by the arbitrator may be entered and enforced by the Courts of The Bahamas.
40.12.4 For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of The Bahamas, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.
40.12.5 You and M2 agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative proceedings or action. To the fullest extent permitted by applicable law, the Parties hereby waive any entitlement to seek and agree that no adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one M2 user cannot and may not affect any other M2 users.
40.12.6 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1.1 As used throughout the Terms unless the context requires otherwise:
"Affiliate" means, in relation to a Party, any person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. A person shall be deemed to control another person if such person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other person, whether through the ownership of voting securities, by contract or otherwise.
"Applicable Laws" means all laws, including rules of common law, principles of equity, statutes, regulations, directives, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, mandatory codes of conduct, writs, orders, injunctions, judgments and any awards of other industrial instruments, which are applicable to the provision, receipt or use of the Services or any products or other deliverables provided, used or received in connection with the Services.
"Assets" means the Virtual Assets, Futures Contracts, Fiat Currency and E-Money held in your Account.
“Available Balance” means in relation to your Account and to the relevant sub-accounts the total amount of Assets available for transactions.
“Business Day” means any day except any Saturday, any Sunday and any day which is a legal holiday in The Bahamas.
"BTC" means the cryptocurrency Bitcoin.
"Dispute" means any dispute, claim, controversy or difference arising out of or in connection with the Terms, including any question regarding its existence, validity, subject matter, interpretation, negotiation, termination or enforceability, and any dispute, claim, controversy or difference regarding any non-contractual obligations arising out of or in connection with the Services.
“E-Money” means the equivalent amount of electronic money that we may issue to you upon receiving Fiat Currency that you deposit into your Account. E-Money is denominated in the relevant Fiat Currency deposited and represents the deposited Fiat Currency.
"ETH" means the cryptocurrency Ethereum.
"Exchange" means the trading platform operated by M2 through which the Services may be offered to Users to transact in Virtual Assets/Futures Contracts with other Users.
"Fiat Currency" means any government issued national currency.
“Fees” refer to transaction fees, costs and charges published on the Platform, as amended from time to time, and payable to M2 in relation to your access to and use of the Services.
“Fee Schedule” means the fee schedule displayed on the Site as may be amended from time to time.
"Force Majeure Event" means any circumstance not within a Party's reasonable control including:
(i) acts of God, flood, drought, earthquake or other natural disaster;
(ii) epidemic or pandemic;
(iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
(iv) nuclear, chemical or biological contamination or sonic boom;
(v) any law or any action taken by a Regulatory Authority, including the imposition of an export or import restriction, quota or prohibition;
(vi) collapse of buildings, fire, explosion or accident; and
(vii) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party (or its Affiliates) seeking to rely on this clause).
“Futures Contracts” means Perpetual Futures Contracts.
“Indemnified Party” as defined in section 31.
"Loss”; “Losses” as defined in section 31.
"MMX" is the exchange token of the Exchange ecosystem and is not offered in the US or to US persons.
"Mobile Application" means any mobile application developed or provided by M2 and/or any of its Affiliates through which Users can access the Platform.
"Order" means each instruction placed by you on the Order Book to (1) purchase or sell a specified quantity of a Virtual Asset at a specified price in the Virtual Asset in which trading is denominated on the Order Book (i.e. the second Virtual Asset in a trading pair (e.g. USD in the BTC/USD trading pair)) or (2) purchase or sell a specified quantity of a Futures Contract.
"Order Book" means the central limit order book operated by M2 on the Platform.
"Parties" means the parties to the Terms, being you and M2 (or, where applicable, the Service Provider responsible for providing a Specified Service to you as specified in a Service Schedule, insofar as that Specified Service is concerned), and "Party" shall mean any one of the foregoing (as the context requires).
“Perpetual Futures Contracts” is as defined in Schedule 4.
"Personnel" means the directors, officers, employees, agents, joint venturers, and contractors or subcontractors of a person.
“Privacy Policy” means our privacy policy which is publish on the Platform and which may be amended from time to time.
"Regulatory Authority" means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.
“Restricted Location” refers to where access to the Platform or the use of the Services may be restricted by M2 or prohibited, such as but not limited to: (a) the US; (b) the Chinese Mainland and Chinese Macau Special Administrative Region; (c) any country or jurisdiction which may be subject to economic sanctions under Applicable Laws or the laws, regulations or rules of the US; (d) any other country or jurisdiction where the Applicable Laws prevent us from having a business relationship with, or from providing the Services to, persons located, domiciled, holding assets in, or in any way linked to such countries or jurisdictions; (e) the countries or regions listed by the Financial Action Task Force as “High-Risk Jurisdictions subject to a Call for Action” or as “Other monitored jurisdictions” (other than the Bahamas or United Arab Emirates) as published and amended from time to time; and (f) any other country or jurisdiction which we, in our sole discretion, deem to be a Restricted Location, and which we may publish on our Site or notify you from time to time.
“Restricted Person” refers to either a US Person, or a person resident, or a citizen of, a resident of, domiciled in, a person incorporated or in any way established in, a Restricted Location or: (a) otherwise prohibited under the Applicable Laws from using the Platform or receiving the Services; or (b) subject to economic sanctions or designated as a terrorist person or organization by a competent government or international body such as but not limited to the United Nations Security Council, the European Union Council, the United Arab Emirates Executive Office for Control & Non-Proliferation, the US Office of Foreign Assets Control or the United Kingdom Office of Financial Sanctions Implementation.
"Service Provider" means the entity specified in a Service Schedule as responsible for providing the Specified Service referred to in that Service Schedule.
"Service Schedule" means the Service Schedules set out in the Schedules (other than this Schedule 1) to the General Terms.
"Specified Service" means any service specified in a Service Schedule.
"transaction" or "trade" means each transaction or trade carried out (or to be carried out) via the Platform relating to buying, selling, exchanging, holding, staking, lending, borrowing, sending, receiving or otherwise transacting in a Virtual Asset/Futures Contract.
“US Person” refers to a person located in, or a citizen or resident of the US or any of the following: (a) a domestic partnership (partnership organized in the US); (b) a domestic corporation (corporation incorporated in the US); (c) any estate other than a foreign estate or any trust (if: a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more US persons have the authority to control all substantial decisions of the trust); or (d) the US government, a State or the District of Columbia (including any agency, instrumentality or political subdivision thereof).
"User" means a user of the Services, including you.
"Virtual Assets" means BTC, ETH, MMX and any other Virtual Asset, cryptocurrency, virtual currency, token, leveraged token, stablecoin, tokenised stock, volatility token, tokenised futures contract, tokenised option or other tokenised derivatives product that is supported by and made available from time to time to transact in using the Platform.
In the Terms, except where the context otherwise requires:
2.1.1 a reference to the Terms includes a reference to the Service Schedules and any other Schedules to it, each of which forms part of the Terms;
2.1.2 a reference to a Section or Schedule (other than to a schedule to a statutory provision) is a reference to a Section or Schedule (as the case may be) of, or to, the Terms and reference to a paragraph is to a paragraph of the relevant Schedule;
2.1.3 the headings are for convenience only and shall not affect the interpretation of the Terms;
2.1.4 a reference to the Terms includes the Terms as amended or supplemented in accordance with its terms; and
2.1.5 a reference to any agreement or other instrument (other than an enactment or statutory provision) is to that agreement or instrument as from time to time amended, varied, supplemented, substituted, novated or assigned otherwise than in breach of the Terms.
Words in the singular include the plural and vice versa and a reference to one gender includes other genders.
In the Terms, except where the context otherwise requires:
2.3.1 a reference to a person includes a reference to any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality);
2.3.2 a reference to a company includes any company, corporation or other body corporate wherever and however incorporated or established; and
2.3.3 a reference to an individual includes that individual's estate and personal representatives.
In the Terms, except where the context otherwise requires, any reference to a date or time is a reference to that date or time in the principal financial centre of the country in which the registered office of M2 (or the relevant Affiliate of M2) is located, unless otherwise agreed in writing. A reference to a day means a period of 24 hours ending at midnight. Any period of time shall be calculated exclusive of the day from which the time period is expressed to run or the day upon which the event occurs which causes the period to start running.
In the Terms, except where the context otherwise requires, a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision, and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, modified, incorporated or reproduced and to any enactment, statutory provision or subordinate legislation that from time to time (with or without modifications) re-enacts, replaces, consolidates, incorporates or reproduces it.
In the Terms, except where the context otherwise requires:
2.6.1 the words and phrases "includes", "including", "in particular" (or any terms of similar effect) shall not be construed as implying any limitation; and
2.6.2 general words shall not be given a restrictive meaning because they are preceded or followed by particular examples.
In the Terms, except where the context otherwise requires, the phrase "to the extent that" is used to indicate an element of degree and shall mean "to the extent that" and not solely "if", and similar expressions shall be construed in the same way.
A reference to writing includes any modes of reproducing words in any legible form and, except where expressly stated otherwise, shall include email.
SCHEDULE 2
SERVICE SCHEDULE
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Specified Service |
Spot Market |
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Specified Service description |
The Spot Market is a trading platform through which you can spot trade certain Virtual Assets with other Users in exchange for Fiat Currency (depending on your location) or Virtual Assets. |
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Service Provider |
This Specified Service forms part of the Services and is provided by M2, to all eligible Users other than persons who have their registered office or place of residence in the US or any Restricted Location. |
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Specified Service specific terms (in addition to the General Terms) |
The Virtual Assets that are available for spot trading on the Spot Market are listed on the Site. This list may be amended from time to time by the Service Provider at its sole discretion. The Service Provider reserves the right to final interpretation of this Specified Service. |
SCHEDULE 3
SERVICE SCHEDULE
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Specified Service |
OTC |
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Specified Service description |
The Service Provider allows Users to request quotes for spot Virtual Assets. In response to a request for a quote, other Users will return prices offered by them in respect of the Virtual Assets and you may decide whether or not you wish to trade at the price offered by the other User. Affiliates of M2 may participate as Users and execute trades (as principal) with other Users, on terms no more favourable to such Affiliate than terms offered to other similarly situated Users. If you agree, the trade is confirmed, and you will trade directly with the other User. The Service Provider will carry out post-trade clearing and settlement of the trade between you and the other User. |
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Service Provider |
This Specified Service forms part of the Services and is provided by M2, to all eligible Users other than persons who have their registered office or place of residence in the US or any Restricted Location. |
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Specified Service specific terms (in addition to the General Terms) |
The Service Provider shall have no liability in relation to your use of this OTC service or for any trades that you enter into with other Users. The Service Provider reserves the right to final interpretation of this Specified Service. |
SCHEDULE 4
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Specified Service |
Futures Market |
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Specified Service description |
The Futures Market is a trading platform on which you can trade Perpetual Futures Contracts on certain Virtual Assets and Virtual Asset indexes with other Users, with or without leverage. |
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Service Provider |
This Specified Service forms part of the Services and is provided by M2, to all eligible Users other than persons who have their registered office or place of residence in the US or any Restricted Location. |
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Specified Service specific terms (in addition to the General Terms) |
“Perpetual Futures Contracts” represent obligations to buy or sell a Virtual Asset at a specific price, at any time while the contract remains open. Perpetual Futures Contracts do not have an expiry date but instead, continuously roll over, i.e. every hour, each perpetual futures contract has a funding payment where longs pay shorts equal to 1 hour TWAP of Premium / 24. You can trade Futures Contracts on the Futures Market by posting collateral in the form of Fiat Currency (depending on your jurisdiction) and Virtual Assets to cover initial and maintenance margin. Instead of delivery of the underlying Virtual Asset, your profit or loss is settled in stablecoins. IMPORTANT: Section 17 of the General Terms applies to this service. Futures Contracts are Complex Products and the trading of Futures Contracts is high risk. The market price of any Futures Contract may not reflect the price of spot markets in the applicable underlying Virtual Assets and may fluctuate significantly in response to the value of the underlying Virtual Asset’s(s') price, supply and demand, and other market factors. In order to trade Futures Contracts on the Futures Market, you must post collateral. Depending on market movements, your positions may be liquidated, and you may sustain a total loss of the Assets in your Account. This is because Futures Contract trading can be highly leveraged, with a relatively small amount of funds used to establish a position in a Virtual Asset or index having a much greater value. For instance, a small price decrease on a 20x leveraged Futures Contact’s underlying Virtual Asset could result in 20x loss in your leveraged position in the Futures Contract. Further, short positions will lose money when the price of the underlying |
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Virtual Asset rises, a result that is opposite from holding the underlying Virtual Asset. YOU AGREE AND HEREBY AUTHORISE THE SERVICE PROVIDER AND ITS AFFILIATES TO TAKE ANY MEASURES IN THEIR SOLE DISCRETION, INCLUDING BUT NOT LIMITED TO, FORCED POSITION REDUCTION AND LIQUIDATION UNDER MARKET VOLATILITY, ILLIQUIDITY AND OTHER CIRCUMSTANCES, FOR THE PURPOSES OF MITIGATING POTENTIAL LOSSES TO YOU, OTHER USERS, AND THE SERVICE PROVIDER AND ITS AFFILIATES. By trading in Futures Contracts on the Futures Market on the Platform, you acknowledge and agree that you have sufficient investment knowledge, financial expertise, and experience and the capacity to take on the increased risks arising from Futures Contract trading. You further agree to independently assume all the risks arising from conducting Futures Contract trading on your own account. If you are uncomfortable with this level of risk, you should not trade Futures Contracts. THE SERVICE PROVIDER AND ITS AFFILIATES DO NOT TAKE ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSSES OR DAMAGE INCURRED AS A RESULT OF YOUR TRADING FUTURES CONTRACTS ON THE PLATFORM OR YOUR FAILURE TO UNDERSTAND THE RISKS ASSOCIATED WITH FUTURES CONTRACT TRADING. The Service Provider reserves the right to final interpretation of this Specified Service. |
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Risk disclosures |
See Section 2 of the General Terms. |
SCHEDULE 5
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Specified Service |
Earn (Yield Products) |
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Specified Service specific terms (in addition to the General Terms) |
Earn Terms & Conditions |
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Service Provider |
This Specified Service forms part of the Services and is provided by M2, to all eligible Users other than persons who have their registered office or place of residence in the US or any Restricted Location. |
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Risk disclosures |
See Section 2 of the General Terms. |