Terms of Service

01) Millionero Exchange

The Millionero Exchange (Operated by Zanixo LLC, a Company incorporated under the laws of Saint Vincent & Grenadines and having registration number 2249) (hereinafter referred to as the “Platform”, “Exchange” “we” or “us”) allows its users (hereinafter referred to as “the Users” or “you”) to trade in Digital Assets (as defined herein) and provides other services related to Digital Assets (the “Services”). For convenience, you and we are hereby collectively referred to as “both Parties” and individually as “each Party”.

The Platform is an ecosystem comprising the Platform’s websites, mobile applications, clients and other applications that are developed to offer the Services, and includes independently operated platforms, websites and clients within the ecosystem. In case of any inconsistency between relevant terms of use of the above platforms and this Agreement, the respective applicable terms of such platforms shall prevail.

“Millionero Operators” refer to all parties that run the Platform, including but not limited to legal persons, unincorporated organisations and teams that provide the Services and are responsible for such Services. For the avoidance of doubt, the “Platform”, “we” or “us” includes the Millionero Operators. Under this Agreement, the Millionero Operators may change as our business adjusts, in which case the changed operators shall perform their obligations under this Agreement and provide the Services to you, and such change does not affect your rights and interests under this Agreement. Additionally, the scope of Millionero Operators may be expanded due to the provision of new Services, in which case, if you continue to use the Services, it is deemed that you have agreed to jointly execute this Agreement with the newly added Millionero Operators. In case of a dispute, you shall determine the entities by which this Agreement is performed with you and the counterparties of the dispute, depending on the specific Services that you use and the particular actions that affect your rights or interests.

You understand that this Website is only intended to serve as a platform for you to use the Services. You shall, at your sole discretion, carefully assess the authenticity, legality and validity of relevant Digital Assets and/or information, and solely bear the responsibilities and losses that may arise therefrom.

Any opinions, information, discussion, analysis, prices and other information we display on this Platform shall not be construed as investment advice. We shall not be liable for any loss arising directly or indirectly from reliance on the abovementioned information, including but not limited to, any loss of profits.

Unless you have an Account with the Platform, you shall not use the Services intended to be provided to Users with an Account.

02) Restricted Jurisdictions

Users from the following jurisdictions are prohibited from using all services: United States of America, Canada, Cuba, Iran, Iraq, North Korea, Sudan, Syria, Venezuela, Afghanistan, Bosnia, Russia, and Crimea.

The list of restricted jurisdictions may change and differ according to changes in our policies and the services we offer to a particular jurisdiction. In the event of such change, we may not provide notice to you. You are required to refer to the latest information on the platform or this agreement to be informed of such changes.

03) Eligibility

In order to be eligible to open an Account or use the Services (and to enter into the Terms), you must meet (and you represent and warrant that you do meet) the following eligibility criteria:

i) If you are an individual, you must be at least 18 years of age, have the capacity to accept the Terms, and not have been previously suspended or removed from access to the Services or any other service or product offered by the Platform or any of its Affiliates, and are otherwise eligible to use the Services under Applicable Law.

ii) 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 the Platform or any of its Affiliates and must be otherwise eligible to use the Services under Applicable Law.

iii) 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).

iv) You do not have your registered office or place of residence in the United States of America or any Restricted Territory.

v) You are not a Restricted Person, nor are you a resident of a Restricted Territory; and

vi) You will not be using the Services for any illegal activity including, but not limited to, those Restricted Activities listed in the Sections below.

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.

04) Registration Process

You have to register your account before start using the exchange. You can register the account by setting up a user ID and password using your email ID or phone number. You can access your account using these credentials once your account is set up. As an enhanced security measure, we recommend you to use 2FA (Two Factor Authentication) using Google Authenticator for the safety and security of your account.

05) KYC - Identity Verification

5.1) When registering your Account, you must provide complete, accurate, up-to-date and not misleading information for all required elements on the registration page, including your full legal name. You also agree to provide us, when registering an Account and on an ongoing basis, with any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation a copy of your government-issued photo ID or evidence of residences such as a lease or utility bill. You permit us to keep a record of such information and authorize us to make any enquiries, directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take any action we reasonably deem necessary based on the results of such inquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

5.2) In certain circumstances, 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 and all information provided to us in connection with registering your Account, using the Services, pursuant to the Terms or otherwise is complete, accurate, up-to-date and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible and provide such updates to us.

5.4) Your access to the Services and the limits that apply to your use of the Services may be altered as a result of information collected about you on an ongoing basis.

5.5) If any (or we suspect that any) of the information that you have provided to us is not complete, accurate, up-to-date or misleading in any respect, or you fail to provide updates to any information that you have provided to us to ensure that it is complete, accurate, up-to-date and not misleading in any respect on a timely basis, we may suspend your ability to use the Services or close your Account at our discretion.

5.6) 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.

06) Your Account; Security of User Information

6.1) You may access your Account (and the Services) directly via the Site, via a Mobile Application or by such other mode of access (including but not limited to through the APIs) as the Platform may prescribe from time to time, using the account names, User IDs, passwords, and other security features (`"`User Credentials and Security Passwords`"`) made available to you by the Platform for the purposes of enabling you to access your Account (and the Services). You are responsible for maintaining the confidentiality and security of any and all User Credentials and Security Passwords, which includes the enabling of all relevant security features. You are responsible for keeping your email address up to date in your Account profile.

6.2) You are only permitted to access your Account using your own User Credentials and Security Passwords. You must ensure that your Account is not used by any other third-party, and 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 notify the Platform immediately if you become aware of any breach of security, loss, theft or unauthorized use of your User Credentials and Security Passwords, or unauthorized use of the Services via your Account, or any other breach of security regarding the Services. The Platform will not be liable for any loss or damage arising from your failure to protect your Account or your User Information. It is important that you regularly check your Account balance and your transaction history to ensure any unauthorized transactions or incorrect transactions are identified and notified to us at the earliest possible opportunity.

6.4) The Platform reserves the right to suspend your ability to use the Services or close your Account if we suspect that the person logged into your Account is not you or we become aware of or suspect that there has been any breach of security, loss, theft or unauthorized use of your User Credentials and Security Passwords.

6.5) In order to access your Account (and the Services), you must have the necessary equipment (such as a computer or smartphone) and access to the Internet. You are solely responsible for your own hardware used to access the Services and are solely liable for the integrity and proper storage of any data associated with the Services that are stored on your own hardware. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and 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 the Platform nor any other Indemnified Party shall be liable to you: (i) in the event that your hardware fails, is damaged or destroyed, or any records or data stored on your hardware are corrupted or lost for any reason; (ii) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attacks; or (iii) for 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 any similar technical problems or defects experienced.

07) Account Funding

08) Forks and Distributions

8.1) As a result of the decentralised and open-source nature of Digital Assets, it is possible that sudden, unexpected, controversial, or other changes (`"`Forks`"`) can be made to any Digital Asset that may change the usability, functions, compatibility, value or even name of a given Digital Asset. Such Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset (each a `"`Dominant Digital Asset`"`) and the partial or total abandonment or loss of value of any other versions of such Digital Asset (each a `"`Non-Dominant Digital Asset`"`). The Platform is under no obligation to support a Fork of a Digital Asset that you hold in your Account, whether or not any resulting version of such forked Digital Asset is a Dominant Digital Asset or Non-Dominant Digital Asset or holds value at or following such Fork.

8.2) Forks of Digital Assets can be frequent, contentious and unpredictable and therefore cannot be consistently supported on the Platform. When trading or holding Digital Assets using your Account, you should operate under the assumption that the Platform will never support any Fork of such Digital Assets. If the Platform elects, in its sole discretion, to support a Fork of a Digital Asset, it may choose to do so by making a public announcement through its Site or otherwise notifying customers and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If the Platform, in its sole discretion, does not elect to support a Fork of a given Digital Asset, including the determination to support, continue to support, or cease to support any Dominant Digital Asset or Non-Dominant Digital Asset, the Platform assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Asset.

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

09) Attacks On Blockchain Networks

The Platform 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, the Platform reserves the right to take (or to not take) actions, including, but not limited to, immediately halting trading, deposits and withdrawals for a Digital Asset if we believe that the Digital Asset's network is compromised or under attack. If such an attack caused the Digital Asset to greatly decrease in value, we might discontinue trading in such Digital Asset entirely. Resolutions concerning deposits, withdrawals, and User balances for a Digital Asset that has had its network attacked will be determined on a case-by-case basis by the Platform at its sole discretion. The Platform makes no representation and does not warrant the safety of the Services, and you assume all liability for any lost value or stolen property.

10) Order Book and Convert

10.1) The Platform operates Order Books on which Orders may be placed by Users to be matched with the Orders of other Users. The Order types that the Platform may offer from time to time in its sole discretion include but are not limited to “market”, “limit”, "stop-loss limit", "stop-loss market", and "trailing stop" and "take profit limit" orders. The Platform may issue trading rules from time to time that applies to Orders placed on the Order Book, in addition to these General Terms. The Convert function on the Platform also allows you to submit instructions ("Convert Instructions") to exchange (buy or sell) one spot Asset for another. 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 Digital 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.

10.2) The Exchange Rate quoted will depend on market conditions, and you are under no obligation to execute a Convert transaction at any Exchange Rate quoted to you. You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time and that there may be a ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a Convert transaction. 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 particular price or time. You are solely responsible for accurately entering any Order or Convert Instruction, including but not limited to all the necessary information in order to enable us to carry out any Order or Convert Instruction. The Platform is not obliged to verify the accuracy or completeness of any such information, Order or Convert Instruction.

10.3) You agree that any Order or Convert Instruction received or undertaken through your Account shall be deemed to be final and conclusive and that the Platform may act upon such Order or Convert Instruction. We shall not be under any obligation to verify the identity or authority of any person giving any Order or Convert Instruction or the authenticity of such Order or Convert Instruction. Your Orders and Convert Instructions shall be irrevocable and unconditional and shall be binding on you, and such Orders and Convert Instructions may be acted upon or relied upon by us irrespective of any other circumstances. As such, once you give any Order or Convert Instruction, you have no right to rescind or withdraw such Order or Convert Instruction without our written consent.

10.4) Each of your Orders and Convert Instructions shall not be considered to be received by the Platform unless and until it has been received by the Platform’s server. The Platform's records of all Orders and Convert Instruction shall be conclusive and binding on you for all purposes. Under no circumstances shall any of the Indemnified Parties be responsible or liable to you for any Losses suffered or incurred by you or any other person arising from any of the Indemnified Parties relying or acting upon any Order or Convert Instruction which is given or purported to be given by you, regardless of the circumstances prevailing at the time of such Order or Convert Instruction. You hereby authorise the Platform 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 in accordance with your Orders and Convert Instructions. We reserve the right not to effect any transaction if you have insufficient Assets in your Account.

11) Debit Account Balance

11.1) If at any time your Account has a debit balance, you agree to pay us: (i) the applicable fees set out in the Fee Schedule; (ii) the total debit balance; and (iii) such other amounts specified in the Terms.

11.2) If you fail to pay such amounts, we may suspend your ability to use the Services or close your Account. We also reserve the right to debit your Account accordingly and/or to withhold amounts from fiat currency and Digital Assets that you may transfer to your Account.

11.3) If, after a demand is made by the Platform, you have not made payment of the outstanding debit balance by the time stated in the demand, then:

i) you authorise us to sell any Digital Assets or redeem any fiat currency or E-Money in your Account to recover the outstanding debit balance;

ii) you agree to indemnify us and each other Indemnified Party against all Losses that we suffer or incur as a result of your not paying the outstanding debit balance; and

iii) you will be liable for all costs which we incur in relation to instructing a collection agency, law firm or other third-party to assist with and advise on the collection of such outstanding debit balance (where applicable).

12) Electronic Trading Terms

12.1) The Platform may, in its sole discretion, choose to discontinue support for a currently listed or supported Digital Asset at any time, including without limitation where there are changes in the characteristics of such Digital Asset.

12.2) A transaction on the Platform may fail for several reasons, including, without limitation, as a result of a change in prices, insufficient margin, or unanticipated technical difficulties. The Platform makes no representation or warranty that any transaction will be executed properly. Under no circumstances are we liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures via your Account. You have full responsibility for determining and inquiring into the failure of any transaction which you initiate.

12.3) In the event that you receive any data, information, or software through our Services other than that which you are entitled to receive pursuant to the Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Digital Assets and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal.

12.4) We may refuse to execute a trade or impose trade amount limits or restrictions at any time, in our sole discretion, without notice. Specifically, we reserve the right to refuse to process and the right to cancel or reverse any transaction, as well as to revoke access to a User's deposit address on the Platform, where we suspect the transaction involves money laundering, terrorist financing, fraud, or any other type of crime or if we suspect the transaction relates to a prohibited use as stated in the Terms. The Platform reserves the right to halt deposit activity at our sole discretion. A User may not change, withdraw, or cancel its authorisation to make a transaction, except with respect to partially filled Orders.

12.5) The Platform may correct, reverse, or cancel any trade impacted by an error in processing a User's transaction or otherwise. The User's remedy in the event of an error will be limited to seeking to cancel an Order, Convert Instructions or obtaining a refund of any amounts charged to the User. The Platform cannot guarantee such cancellations or refunds will always be possible.

12.6) 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, depending on the trading activity on the Order Book at the time an Order is placed.

12.7) The Digital Assets available for purchase through the Platform may be subject to high or low transaction volume, liquidity, and volatility at any time for potentially extended periods. You acknowledge that while the Platform 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 made available by third parties. Similarly, the actual market rate at the time of your trade may be different from the indicated Exchange Rate. You agree that you assume all risks and potential losses associated with price fluctuations or differences in any actual versus indicated Exchange Rates.

13) Unclaimed or Abandoned Property

13.1) If the Platform is holding Assets in your Account ("Unclaimed or Abandoned Property"), and we are unable to contact you and have no record of your use of the Services for a prolonged period of time, or your Account has been closed, Applicable Laws may require us to report such Unclaimed or Abandoned Property as unclaimed property to the applicable jurisdiction. If this occurs, the Platform will try to locate you using the details shown in our records in relation to your Account, but if the Platform is unable to locate you, we may be required to deliver any such Unclaimed or Abandoned Property to the applicable jurisdiction as unclaimed property. The Platform reserves the right to deduct a dormancy fee or other administrative charges from such Unclaimed or Abandoned Property, as permitted by Applicable Laws.

13.2) If the Platform is holding Unclaimed or Abandoned Property, and we are unable to contact you and have no record of your use of the Services for a prolonged period of time or your Account has been closed, and Applicable Laws do not require us to report such Unclaimed or Abandoned Property as unclaimed property to the applicable jurisdiction, then you acknowledge and agree that your Account may be transferred to the Platform, or an Affiliate of the Platform, as Trustee of the Unclaimed or Abandoned Property. The Platform or the Affiliate of the Platform (as applicable), as Trustee, will hold the Unclaimed or Abandoned Property on your behalf and shall, on-demand, repay to you the Unclaimed or Abandoned Property subject to your payment of any dormancy fee or other administrative charges that the Trustee may deduct from the Unclaimed or Abandoned Property. If no such demand is made by you, the Trustee may pay the Unclaimed or Abandoned Property into court in the applicable jurisdiction in accordance with Applicable Laws.

13.3) 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 your designated fiduciary has opened a new Account, as further described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make enquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account. If you have not designated a fiduciary, then we reserve the right to 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 an order designating a fiduciary from a court having competent jurisdiction over your estate. In the event 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 an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account. Pursuant to the above, the opening of a new Account by a designated fiduciary is mandatory following the death of an Account Owner, and you hereby agree that your fiduciary will be required to open a new Account in order to gain access to the contents of your Account.

14) Third-Party Content

14.1) The Platform 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. The Site may also contain links to third-party websites, applications, events or other materials ("Third-Party Content"). Such information is provided for your convenience, and links or references to Third-Party Content do not constitute an endorsement by the Platform of any products or services. The Platform 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 websites, and the Platform 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.

14.2) 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 Digital Assets in connection with the Services, you must resolve the dispute directly with that third-party.

15) Third-Party Permissions to Connect to or Access Your Account

If you grant express permission to a third-party to connect to your Account, either through the third-party's product or through the Platform, 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 the Terms. Further, you acknowledge and agree that you will not hold the Platform responsible for, and will indemnify the Platform from, any liability arising from the actions or inactions of such third-party in connection with the permissions you grant.

16) Restricted Activities

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

16.1) Violate or assist any party in violating any Applicable Laws or any rule of any self-regulatory or similar organisation of which you are or are required to be a member through your use of the Services;

16.2) Provide false, inaccurate, incomplete, out-of-date or misleading information;

16.3) Infringe upon the Platform's or any third-party's copyrights, patents, trademarks, or other intellectual property rights;

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

16.5) Distribute unsolicited or unauthorised advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;

16.6) Use a web crawler or similar technique to access our Services or to extract data;

16.7) 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;

16.8) Perform any unauthorised vulnerability, penetration or similar testing on the API or Services.

16.9) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or detrimentally interferes with, intercepts, or expropriates any system, data or information;

16.10) Transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

16.11) Otherwise attempt to gain unauthorised access to or use of the Site, the API, other Platform Accounts, computer systems, or networks connected to the Site through password mining or any other means;

16.12) Exploit any technical glitches, bugs, or vulnerabilities within the platform's systems for personal gain or to unjustly enrich yourself. Should you discover or become aware of any such technical issue, you are obligated to promptly report it to the platform without delay. The platform reserves the right to take appropriate actions, including but not limited to, the reversal of transactions, suspension or termination of accounts, and legal action against individuals found to be exploiting these issues. Failure to report a known glitch or attempting to exploit it will be considered a breach of these Terms of Service and may result in penalties, including financial restitution to the platform for any losses incurred.

16.13) Transfer any rights granted to you under the Terms;

16.14) Engage in any activity which, in our reasonable opinion, amounts to or may amount to market abuse, including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct;

16.15) Engage in any behaviour which is unlawful, violates the Terms, or is otherwise deemed unacceptable by the Platform in its sole discretion; or

16.16) Assist, facilitate or encourage any third-party in undertaking any activity otherwise prohibited by the Terms.

17) Staking

When you hold Digital Assets on the Platform, you may be given the option to "stake" these assets via staking services provided by the Platform or its Affiliates. You are not required to stake any Digital Assets, and you can opt-out of any staking services (subject to applicable early withdrawal limits or penalties as specified on the staking page for such Digital Assets). If you stake your Digital Assets, the Platform or its Affiliate will facilitate the staking of such Digital Assets on your behalf. You agree and acknowledge that you have no right to any staking rewards whatsoever. The Platform DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY STAKING REWARDS OVER TIME, INCLUDING THE DISPLAYED STAKING REWARDS RATES. The tax treatment of staking Digital Assets is uncertain, and it is your responsibility to determine what taxes, if any, arising from the transactions. You are solely responsible for reporting and paying any applicable taxes arising from staking services and all related transactions and acknowledge that the Platform does not provide investment, legal, or tax advice to you in connection with such election to participate. You should conduct your own due diligence and consult your advisors before making any investment decision, including whether to participate in staking and related transactions

18) Right to Change, Suspend or Discontinue Services

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. 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.

19) Right to Use Services; API Use, Third-Party Applications

20) Confidentiality

20.1) 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"). You may use the Confidential Information solely to the extent necessary to receive the benefit of the Services in accordance with the Terms.

20.2) The obligation to maintain confidentiality under this Section shall not apply to any Confidential Information to the extent that such information is:

i) in the public domain through no breach of the Terms;

ii) 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

iii) required to be disclosed to a Regulatory Authority or by Applicable Laws.

20.3) If you are required under Applicable Laws or by any Regulatory Authority to disclose Confidential Information in the circumstances set out in the Sections below, 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. Any Confidential Information shall remain the property of the Platform and may be copied or reproduced only with our prior written consent.

20.4) 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 shall continue to apply to such materials.

20.5) The parties agree and acknowledge that a breach of this Section constitutes a matter of urgency for the purposes of section 12A(4) of Singapore's International Arbitration Act (Chapter 143A) both before and after the formation of the arbitral tribunal. The availability of relief from an emergency arbitrator or the expedited formation of an arbitral tribunal under SIAC Rules (as defined below) shall not prejudice any party's right to apply to a state court or other judicial authority for any interim or conservatory measures before the formation of the arbitral tribunal and it shall not be treated as an alternative to or substitute for the exercise of such right.

20.6) Where a party applies for relief from a state court or other judicial authority, the parties agree that failure to make an application for expedited appointment of the arbitral tribunal and/or for the appointment of an emergency arbitrator under the SIAC Rules shall not indicate, or be deemed to indicate, a lack of urgency. The parties also agree that any refusal by the President of the Court of Arbitration of SIAC to appoint an emergency arbitrator or allow the expedited formation of the arbitral tribunal shall not be determinative of the question of urgency. The parties agree that an application to a state court or other judicial authority for interim or conservatory measures after the formation of the arbitral tribunal in respect of this Section shall be considered "exceptional circumstances" under Rule 30.3 of the SIAC Rules. The parties also agree that an application may be made for interim relief on a non-urgent basis under section 12A(5) of Singapore's International Arbitration Act and agree that this Section constitutes an agreement in writing for the purposes of section 12A(5) of Singapore's International Arbitration Act.

21) Intellectual Property

21.1) All title, ownership rights and intellectual property rights in or relating to the Site and Platform, any information transmitted by, to or over the Platform and information regarding the use of the Platform will remain with the Platform or its licensors. Nothing on the Platform will be construed as conferring on any User any license, save as expressly set out herein, of any of the Platform’s or any third-party’s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise. The Platform and App may provide you access to content, information, quote, videos, photos or other materials (the “Third-Party Content”) supplied by certain third parties (the “Third-Party Content Providers”). The Platform does not endorse or recommend and is not responsible for verifying the accuracy, validity or completeness of any Third-Party Content provided through the Site or Platform. Your use or reliance on such Third-Party Content is at your sole risk.

21.2) All title, ownership rights and intellectual property rights in or relating to the Third-Party Content will remain with the applicable Third-Party Content Provider. Nothing on the Platform will be construed as conferring on any User any license, save as expressly set out herein, of any Third-Party Content Provider’s title, ownership rights and/or intellectual property rights, whether by estoppel, implication or otherwise. Provided you are in compliance with these Terms, you can download and access the Site on a single mobile device and access the Platform using properly issued User Credentials. All other rights in the Site are reserved by the Platform. In the event of your breach of these Terms, we will be entitled to terminate your use and access to the Site and Platform immediately.

21.3) You agree not to:

i) Modify, adapt, reproduce, translate or create derivative works of the Site or Platform, or any data or content (including the Third-Party Content) provided through the Site or Platform, or any portion thereof, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or Platform;

ii) Remove any copyright notice, trademark, legend, logo or product identification from the Site or Platform;

iii) Misrepresent the other sites as the Platform’s Site by co-opting the visual “look and feel” of or text from the Platform’s Site or otherwise violate the Platform’s intellectual property rights, including, without limitation, “scraping” text or images from the Platform’s Site or the Platform managed banners and/or text links, search marketing or all other online and offline campaigns,

iv) edit, modify, filter, truncate or change the order of the information contained in any part of the Platform’s Sites, or remove, obscure, or minimise any part of the Platform’s Site in any way without authorisation of the Platform; or

v) Make any commercial use of the Site or Platform or the Platform’s logo, trademark or brand name in any way.

Each User authorises the Platform to use any information or content provided by the User or processed in connection with the use of the Site and Platform (e.g. Personal Information, geographic information, device information) in the context and for the purpose of providing services or products on the Platform and the secure use of the Site and the Platform.

22) Taxes

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

23) Fees

i) In consideration for the use of the Services, you agree to pay to the Platform the appropriate fees, as set forth in our Fee Schedule displayed on the Site ("Fee Schedule"), which the Platform 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.

ii) On request, the Platform 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 the Platform in its sole discretion from time to time.

iii) You authorise the Platform 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.

24) Promotions

i) The Platform 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.

25) 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.

26) Limitation of Liability; No Warranty

i) NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE A PARTY'S LIABILITY:

a) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR

b) TO THE EXTENT SUCH LIABILITY CAN NOT BE EXCLUDED BY APPLICABLE LAWS.

c) SUBJECT TO THIS SECTION, NEITHER THE PLATFORM 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: 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:

d) 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 THE PLATFORM OR ANY OF THE OTHER INDEMNIFIED PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR

e) INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

ii) YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM 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 THE PLATFORM'S AGENTS OR SUBCONTRACTORS. SUBJECT TO THIS SECTION, THE PLATFORM 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 THE PLATFORM.

iii) 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 THE PLATFORM 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 THE PLATFORM NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTY THAT:

a) THE SERVICES WILL MEET YOUR REQUIREMENTS;

b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR

c) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

d) SUBJECT TO THIS SECTION, NEITHER THE PLATFORM 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.

27) Cookies

By accessing the Site, you agree to use cookies in agreement with the Platform’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.

28) 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 the Platform. The Platform 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 acknowledgement or compensation to you.

29) Termination of Agreement

30) Indemnification and Release

i) You shall and agree to defend, indemnify and hold harmless the Platform, 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 of anticipatory violation of any Applicable Laws.

ii) 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 the Platform's prior written consent. 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 parties in connection with the Services (including any Digital Asset transactions) or the subject matter of the Terms.

31) No Financial Advice

The company is not engaged in giving financial advice. You are recommended to make your own research before making any trade on the platform. No communication, either through phone call or email from the representatives of the Company or third-party associates, shall be construed as a financial advice.

32) Miscellaneous

33) Contact Us

For more information on Millionero, you may refer to the Platform and license information found on the Milloinero websites. If you have questions regarding these Terms, please feel free to contact Millionero for clarification via our email at [email protected].