TERMS OF SERVICES
Coinut Pte. Ltd. is a company incorporated in Singapore with the company registration number 201332271K and its registered address at 10 Anson Road, #26-04, Singapore 079903 (“Coinut”, “we”, or “us”). Coinut is the owner and operator of https://coinut.com/ and any of its subdomains or subpages (the “Website”). Coinut provides cryptocurrency based spots or derivatives exchange trading services (“Services”), through the Website.
We may need to make changes to this Agreement from time to time. We may unilaterally change the terms of this Agreement and we will send you a notification of the same. You acknowledge that it is your responsibility to check the notification and the updated Agreement upon such notifications. You further agree that your continued use of the Website and Services offered by Coinut following the posting of the notification of any changes to this Agreement indicates your acceptance of any such changes.
As a Member you will be able to engage in Cryptocurrency Trading and trade in the derivatives of Bitcoins including Futures, Options or Binary Options which are based on the USD price of Bitcoins as set out on Coinut’s ”) on the Website. A Derivative contract and/or Spot represents a legal contract between you and your trade Counterparty (see definition below). Trading in the Derivatives allows you to participate, and consequently gives you an opportunity to make a profit from the rise or decline in the USD price of Bitcoins, depending on the direction of your Position.
For the avoidance of doubt, the Derivatives are not a “specified derivatives contract” and nor do they fall under the definition of “securities” as defined in the Securities and Futures Act (Cap. 289). As such, the brokerage services provided by us in relation to trading in the Derivatives are not regulated by the Monetary Authority of Singapore.
Currently, the Services operate in Bitcoin, Litecoin, Ethereum or Ethereum Classic (“Accepted Cryptocurrencies”, or individually an “Accepted Cryptocurrency”) only. This means that the Website and the Services will not be handling any fiat currency. All the Member Accounts administered by the Services will be funded in the Accepted Cryptocurrencies only. For the avoidance of doubt, all profit and loss from positions in the Derivatives will be calculated and settled in Bitcoin.
“Binary Option” – means the binary option which can be traded on the Website at https://coinut.com/binary-option and which is more comprehensively explained in https://help.coinut.com/hc/en-us/articles/115000286728-What-are-binary-options-and-how-to-trade-them- .
“Cryptocurrency Trading” – means the cryptocurrency to cryptocurrency spot trading which allows the trading of cryptocurrencies (including without limitation to Litecoin, Ethereum and Ethereum Classic) in Bitcoins on the Website at https://coinut.com/spot/LTCBTC, https://coinut.com/spot/ETCBTC and https://coinut.com/spot/ETHBTC.
“Equity – means a Member’s balance of Bitcoins plus any Floating P/L, in his/her Account.
“Floating P/L” – shall refer to the floating profit or loss of a Member (viz. the profit or loss of open future positions).
“Funds” – Accepted Cryptocurrencies which you have deposited into your Account;
“Futures” – means Coinut’s futures contracts which allow users to speculate on Bitcoin's price at a pre-determined date in the future without holding the corresponding Bitcoins.
“Initial Margin” - is the initial amount of Equity required to open a Position.
"Intellectual Property Rights" – includes the full benefit (subject to the obligations) of:-
- all patents, trademarks, service marks, and other marks, logos, get-up, trade and business names, internet domain names, rights in designs (and applications for all the same), copyrights (including rights in computer software), moral rights, database rights, rights in knowhow, trade secrets, confidential information, inventions, discoveries, improvements, designs, techniques, computer programs and other confidential processes and information and know‑how, in each case whether capable of being registered, registered or unregistered and including applications for registration and all rights or forms of protection having equivalent or similar effect anywhere in the world and rights in the nature of unfair competition rights and rights to sue for passing off;
- rights under licenses, consents, orders, statutes or otherwise in relation to a right under sub-paragraph (a) above;
- rights of the same or similar effect or nature as or to those in subparagraph (a) and (b) which now or in the future may subsist;
- the right to sue for past infringements of any of the foregoing rights.
"Maintenance Margin" – shall refer to the amount of Equity which is required to maintain Positions and to avoid Margin Warnings/Margin Calls.
"Margin Level" – shall refer to the percentage of Equity divided by the Maintenance Margin (i.e. Equity ÷ Maintenance Margin x 100%).
“Margin Call Level” – when the Margin Level is below 80%.
“Margin Warning” – A notification/warning from Coinut to a Member that the Member’s Margin Level is below 100% but above 80% (i.e. close to the Margin Call Level).
“Margin Warning Level” – when the Margin Level is below 100% but above 80%.
"Member" – shall refer to a registered user of Coinut’s Services.
“Option” – means the vanilla option which can be traded on the Website at https://coinut.com/option and which is more comprehensively explained in https://help.coinut.com/hc/en-us/articles/115000272787-What-are-options-and-how-to-trade-them-.
“Order” – means a request sent by a Member to buy or sell the relevant cryptocurrencies (for Spots) or derivative contracts (for the Derivatives).
“Personal Data” - means data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which the organisation has or is likely to have access.
“Position” – in relation to Derivatives, a Position is the quantity of Derivative contracts which a Member has bought (a long position) or sold (a short position).
“Realised P/L” – shall refer to the realised profit or loss for closed trades of a Member. For the avoidance of doubt, realised profits can be used for further trading but cannot be withdrawn.
"Services" - means all services made available (as may be changed or updated from time to time by Coinut) via the Website For the avoidance of doubt, the Services currently provided by Coinut shall include without limitation to the cryptocurrency based spots or derivatives exchange trading services as follows:-
- trading in Options;
- trading in Binary Options;
- Cryptocurrency Trading (viz. cryptocurrency to cryptocurrency spot trading of Litecoin, Ethereum and Ethereum Classic in Bitcoins); and
- trading in Futures.
"Socialised Loss Scheme" – shall refer to the socialised loss scheme which is more particularly described at https://help.coinut.com/hc/en-us/articles/115000687628-How-does-the-socialised-loss-work- and Clause 4.5(e).
“Spot” – means a contract buying or selling Litecoin, Ethereum or Ethereum Classic, in Bitcoins as part of the Cryptocurrency Trading.
“Suspicious Transaction Report” – means the disclosure of information in relation to suspicious transactions, to the relevant authorities pursuant to Section 39(1) of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Cap. 65A) and Sections 8 and 10 of the Terrorism (Suppression of Financing) Act (Cap. 325).
“Total Default Amount” – shall refer to the absolute value of the aggregate sum of the outstanding debt (i.e. negative equities; the aggregate of each Member’s trading losses which cannot be covered by each of the relevant Member’s Equity) from Members who’s Accounts have become bankrupted.
“Usable Margin” – shall refer to the amount of Equity less the Maintenance Margin.
"Website" - means any of the images, written material, databases, software or other material available on https://coinut.com/ and any of its subdomains or subpages, and any related website owned or operated by Coinut Pte. Ltd.
"XBTCUSD" - means Coinut’s Bitcoin USD price index which are relied upon for the trading of Options, Binary Options and Futures.
- Membership Application and Access Conditions
1.1 You may apply to become a member of the Website and open an account (your “Account”) to gain access to our Services by clicking on the registration link and submitting a new username and new password. You will also be required to provide your email address. Upon the submission of your registration, Coinut will send a verification email to your designated email address. You will need to undertake the steps provided in the verification email to activate your Account before you can access your Account through the Website and begin to use our Services.
1.2 The Account is personal to you and must not be shared, nor are you allowed to create multiple Accounts. If you are accepted as a Member, you alone shall become the legal owner of any Derivatives or Spots that you enter into through trading with the Services.
1.3 Access Conditions: When accessing and using the Services, you must:
- not attempt to undermine the security or integrity of Coinut’s computing systems or networks or, where the Services are hosted by a third party, that of the third party's computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or the Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorised access to the computer system on which the Website is hosted or to any materials other than those to which you have been given express permission to access;
- not transmit or input into the Website any files that may damage any other person's computing devices or software; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation;
- not use the Services and Website in contravention of any laws related to insider dealing, market manipulation or market conduct or behavior deemed to be market abuse;
- not use the Services and Website in a way to deliberately transfer any Accepted Cryptocurrency between a relevant cryptocurrency wallet to another;
- not act in any way to damage the fairness, integrity or function of the Website and the Services it provides; and
- agree to comply with the rules of the Website and Services as and when published on the Website.
1.4 You will ensure that all usernames and passwords required to access the Website are kept secure and confidential. You will immediately notify Coinut of any unauthorised usage of your passwords or any other breach of security and Coinut will reset your password.
1.5 For the purpose of account security, Coinut reserves the right to request additional information at any time to support the verification of user identities.
1.6 By registering as a Member, a Member represents and warrants:
(a) they have accepted the Agreement; and
(b) they are at least 18 years of age and have the capacity to accept the Agreement; and
(c) they will not register more than one account unless prior permission has been obtained.
1.7 If an Account has been deemed by Coinut to be a duplicate account of any Member, Coinut reserves the right to lock or terminate any such duplicate Accounts without giving any prior notice to the defaulting Member.
- Know-Your-Client Checks, Anti-Money Laundering and Counter Terrorism Financing (“AML/CTF”) Concerns
2.1 While Coinut does not require you to provide any identifying details such as your legal name, your identification number, your address or bank account number, other than your e-mail address upon registration, Coinut reserves the right to request such additional forms of identification and put in place measures for the verification of such identification, to satisfy itself of your identity, and the purposes for your use of the Services
2.2 Coinut reserves the right to perform due diligence checks for the identification and verification of its Members pursuant to any regulatory requirements, and request Members to provide such documentation/information as may be necessary to satisfy itself of a Member’s identity, and the purposes for a Member’s use of the Services (“Customer Due Diligence”). Such Customer Due Diligence may include and are not limited to taking enhanced due diligence measures on Politically Exposed Persons (PEPs) and/or customers which presents a higher risk for money laundering or terrorism financing as will be determined by Coinut’s internal guidelines. Coinut further reserves the right to impose certain trading limits on Members whom which Coinut have not yet conducted any Customer Due Diligence on.
2.3 Pursuant to Clause 12.2, Coinut reserves the right to suspend and/or terminate the Account of any Members who fail to comply or cooperate with Coinut in relation to the due diligence checks and/or requests under this Clause 2.
2.4 Coinut reserves the right to file Suspicious Transaction Reports (“STR”) in confidentiality to the relevant government agencies.
- Depositing and Withdrawal of Accepted Cryptocurrencies from your Account
3.1 Upon your registration and the activation of your Account, you will be able to deposit the Accepted Cryptocurrencies into your Account by sending the Accepted Cryptocurrencies to the respective deposit addresses for each respective Accepted Cryptocurrency which we will provide to you. You will be required to deposit Bitcoins into your Account before you can proceed to engage in Cryptocurrency Trading or trading in Derivatives on the Website.
3.2 Your Funds which are deposited in your Account will be stored on an encrypted offline computer which runs on a Linux operating system. Coinut has implemented the necessary security protocols for the storage, withdrawal and the processing of transactions in relation to the Funds in your Account to ensure its security.
(a) In light of the aforementioned security safeguards which Coinut has implemented, you acknowledge and agree that Coinut has taken all reasonable efforts to ensure the security of your Funds. Accordingly, you agree not to hold Coinut liable for any failure, losses or damages which may arise due to matters beyond its reasonable control. (i.e. a compromise in Coinut’s security safeguards by unauthorised parties, hacker attacks, unscheduled downtimes, database failure, Bitcoin transfer or Bitcoin storage failure, or other failures or malfunctions which cannot be attributable to Coinut).
3.3 You can submit a request to withdraw an Accepted Cryptocurrency from your Account at any time to any of your designated Bitcoin addresses. As we will manually verify and process all withdrawals of Accepted Cryptocurrencies by Members, we may take up to 3 Business Days to process your withdrawal request. We may suspend the processing of withdrawal requests at any time for system maintenance or in any such situations where it is reasonable to do so. For the avoidance of doubt, this shall include a situation where a technical failure arises in the protocol of the relevant Accepted Cryptocurrency.
3.4 You agree that it is your sole responsibility to provide us with the accurate withdrawal details (i.e. withdrawing address) when withdrawing your Accepted Cryptocurrency from your Account. You agree that Coinut shall not be held liable for any claims, losses or damages which may arise as a result of your failure to receive the Accepted Cryptocurrencies which you have withdrawn, due to your provision of any incorrect and/or outdated withdrawal details. Further to the above, you agree that it is you sole responsibility to ensure that any deposit and/or transactions of Accepted Cryptocurrency which you have made to Coinut shall be accurate, well-formatted and denominated in the correct cryptocurrency. You agree that Coinut shall not be held liable for any claims, losses or damages arising as a result of any incorrect deposits and/or transactions made to Coinut, including without limitation to the sending of Litecoin to a Bitcoin deposit address or vice versa.
- Trading in the Binary Options, Options or Futures and/or Cryptocurrency Trading on the Website
4.1 If your Account has been opened and activated, and you have sufficient Funds in your Account, you will be able to offer to trade the Options, Binary Options and/or Futures, and/or engage on Cryptocurrency Trading with other Members on the Website.
4.2 To open or close a trade on the Website, you must submit an Order. Once you have submitted an Order we will attempt to match your Order with a Member on the Website that wishes to take the other end of the trade. We are under no obligation to accept or match any order submitted by you, and we maintain discretion over whether any order is accepted, matched, or executed. There will be no contract between you and another Member until the proposed trade has been matched and approved by us.
(a) If your Order is successfully matched with another Member, and we do not exercise our discretion to prevent that Order, this Member will become your counterparty (your “Counterparty”) in that trade. This will result in a bilateral, spot contract (for Spots) and/or derivative contract (for Derivatives) between you and your Counterparty. Coinut therefore does not serve as a central counterparty in such trades entered into with another Counterparty on the Website. Notwithstanding the above, Coinut reserves the right to trade on the Website as a Counterparty.
(b) We match all Members anonymously and do not provide Members with information about their Counterparties.
4.4 Calculation of the XBTCUSD and/or Coinut’s trading engine
(a) The XBTCUSD is an index which is based on the weighted average USD value of a number of designated established Bitcoin exchanges (“Established Bitcoin Exchanges”). The Bitcoin prices for each Established Bitcoin Exchange and the weightage to be given to each Established Bitcoin Exchange are updated in real-time. Further details of the calculation mechanism for the XBTCUSD can be found at https://help.coinut.com/hc/en-us/articles/115001364868-How-is-the-Bitcoin-index-XBTCUSD-calculated-.
(b) In relation to XBTCUSD, you acknowledge and agree that there is a potential risk in the calculation of the Bitcoin prices. Accordingly, Coinut endeavours to keep its XBTCUSD index frequently updated in real-time to ensure that the Bitcoin index value of XBTCUSD will be generally a good representation of the prevailing value of a Bitcoin (in terms of United States Dollars). Notwithstanding the above, you acknowledge and agree that Coinut shall not be held liable for any claims, losses or damages arising as result of any reliance on the Bitcoin index value of XBTCUSD, which cannot be attributed to Coinut’s conduct or which are due to matters beyond Coinut’s reasonable control (e. any external hacking of the servers responsible for calculating the Bitcoin index value of XBTCUSD, any service disruptions of the aforesaid servers which are beyond the reasonable control of Coinut, any market manipulation of Bitcoin prices on Established Bitcoin Exchanges).
(c) All calculations performed by Coinut, through its trading engine which are verified by Coinut shall be final.
4.5 Measures against Default
(a) If you are trading in Derivatives, you will need to deposit enough Initial Margin in order to open Orders.
(b) If you are selling Binary Options, you will not be able to withdraw from your Account such amount of Bitcoins which have been reserved so as to ensure that you have enough Usable Margin to cover your maximum potential losses from selling the aforesaid Binary Options.
(c) In relation to Options and Futures,
(i) You will need to deposit enough Funds as an Initial Margin in order to open Orders or Positions. The applicable margin requirements for Options and Futures are set out at https://help.coinut.com/hc/en-us/articles/115001213287-What-is-the-margin-requirement-.
(ii) We will consistently monitor and adjust each Member’s Margin Level in real-time. In the event that a Member’s Margin Level is within the Margin Warning Level (i.e. below 100% but above 80%) the Member’s Positions will not be affected, but Coinut will send a Margin Warning to the Member via email. In the event that a Member’s Margin Level is within the Margin Call Level, the system shall immediately cancel the Member’s Orders and liquidate his/her Positions using market orders. Futures Positions will be liquidated first, prior to Option Positions. Positions will be liquidated in an incremental manner in order to minimise the Positions which will be liquidated.
(iii) In the event that there is insufficient liquidity for a Member’s Position to be liquidated in a timely manner, a Member may lose more than his/her Equity. In this case, pursuant to Clause 4.5(e), Coinut will first use the Insurance Fund to cover the default amount (i.e. the amount of losses not covered by the Member’s Equity). Subsequently, Coinut shall initiate the Socialised Loss Scheme in respect of any outstanding default amount which the Insurance Fund is unable to cover.
(iv) It is your responsibility to constantly monitor your Margin Level and to ensure that you have sufficient Usable Margin. If this is not the case, it is your responsibility to immediately deposit additional Bitcoins into your Account and/or to cancel open Orders in the Derivatives such that you have sufficient Usable Margin.
(d) Further details on the Margin Level and the margin requirements can be found at https://help.coinut.com/hc/en-us/articles/115001213287-What-is-the-margin-requirement- & https://help.coinut.com/hc/en-us/articles/115000685268-How-do-you-handle-default-risk-.
(e) Coinut has implemented an Insurance Fund which will cover the aggregate Total Default Amount of the Members. If the Insurance Fund is insufficient to cover the aggregate Total Default Amount of the Members, Coinut will initiate the Socialised Loss Scheme wherein the remaining outstanding Total Default Amount of the Members (i.e. which is not covered by the Insurance Fund) shall be distributed to all the Members whom have made a net profit from closed and expired Positions, in respect of Options and Futures. For the avoidance of doubt, the Insurance Fund and Socialised Loss Scheme shall only apply in respect of Futures and Options, but not Spots and Binary Options. Further details on the Insurance Fund can be found at
4.7 Generally, trading on the Website will trade continuously from 00:01 to 24:00 UTC on every day of the year. We may suspend trading and/or access to the Website at any time for system maintenance or for other reasons such as maintaining an orderly market.
4.8 Suspension of Trading: As it shall be Coinut’s responsibility to maintain an orderly market, Coinut shall be entitled at its sole and absolute discretion to suspend trading on the Website, in the event of any market disruption or any other relevant external events which may disrupt the trading on the Website (i.e. hacking of the Website). In the event of such suspension of trading, you agree that Coinut shall not be held liable for any claims, losses or damages arising as a result of any suspension of trading on the Website pursuant to this Clause 4.8.
- Our Fees
5.1 Fees in relation to each Spot. In relation to each Spot, Coinut shall charge the Taker a fee which shall be based on 0.1% of the transaction size (in terms of Bitcoins).
5.2 Fees in relation to each Futures contract. In relation to each Futures contract, Coinut shall charge the Taker a fee which shall be based on 0.03% of the notional value of the Futures contract (in terms of Bitcoins). Additionally, upon the exercise of a Futures contract, Coinut shall charge the party exercising the Futures contract a fee based on 0.03% of the notional value of the Futures contract (in terms of Bitcoins).
5.3 Fees in relation to each Option contract. In relation to each Option contract, Coinut shall charge the Taker a flat fee of 0.01 BTC per Option contract. Additionally, upon the exercise of an Option contract, Coinut shall charge the party exercising the Option contract a flat fee of 0.01 BTC per Option contract.
5.4 Fees in relation to each Binary Option contract. In relation to each Binary Option contract, Coinut shall charge the Taker a flat fee of 0.0001 BTC per Binary Option contract.
5.5 Coinut reserves the right to adjust their fees from time to time. Further details on our fees may be found at https://help.coinut.com/hc/en-us/articles/115000267887-What-are-the-fees.
5.6 For the purposes of this Clause 5, the term “Maker” shall refer to a Member who makes an offer (i.e. submits an Order to open a trade), while the term “Taker” shall refer to a Member who submits an Order to accept and close a trade.
- Intellectual Property Rights
6.1 The Website and the copyright in all text, graphical images, software, design, structure, layouts, the underlying source code and any other materials on the Website are owned by Coinut, including all trademarks and any other Intellectual Property Rights in respect of the materials in relation to the Services on the Website, including without limitation to the Coinut Index. Materials on this Website may only be used for personal use and non-commercial purposes.
6.2 You acknowledge that, except as otherwise agreed between the parties in writing, all Intellectual Property Rights of Coinut and the Website shall remain with Coinut. You shall not in any circumstances obtain any rights over or in respect of the Website (other than rights to use the Website pursuant to this Agreement and any other terms and conditions governing a particular service or section of the Website) or hold yourself out as having any such rights over or in respect of the Website.
6.3 You may display on a computer screen or print extracts from the Website for the above-stated purpose only provided that you retain any copyright and other proprietary notices or any Coinut trademarks or logos, as shown on the initial printout or download without alteration, addition or deletion. Except as expressly stated herein, you may not without Coinut's prior written permission alter, modify, reproduce, distribute or use in any other commercial context any materials from the Website.
- Data Protection
7.1 Coinut shall at all times comply with the Personal Data Protection Act 2012 (Act No. 26 of 2012) (the “PDPA”) and the other applicable laws governing the handling of Personal Data.
7.3 Coinut may place your Personal Data on a database for internal use only. In accordance with the PDPA, Coinut undertakes not to disclose your Personal Data contained in the information, data and other materials, in whatever form, which is in our possession, to any third party unless such disclosure is required by law, or unless you have given your consent to such disclosure.
THIRD PARTY WEBSITES
8.1 Coinut links to third party websites that are not affiliated or associated with Coinut (although Coinut branding, advertisements or links may appear on these websites) and Coinut may send e-mail messages to you containing links to third parties. Coinut makes no representation as to the quality, suitability, functionality or legality of the material on third party websites that are linked to, or to any goods and services available from such websites. The material is only provided for your interest and convenience. Coinut does not monitor or investigate such third party websites and Coinut accepts no responsibility or liability for any loss arising from the content or accuracy of this material and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of Coinut.
8A. Coinut Referral Program
8A.1 Further details of the Coinut Referral Program can be accessed at the following links:- https://coinut.com/account/referral & https://help.coinut.com/hc/en-us/articles/115009796788-COINUT-Referral-Program.
- Warranties and Representations
9.1 You hereby represent and warrant to and undertake with Coinut that:
(a) You are authorized to access and use the Website. In particular, the jurisdiction where you reside, hold citizenship or conduct business allows you to utilise Coinut’s Services;
(b) You are not a United States resident.
(c) You are over 18 years old and have full legal capacity to enter into this Agreement;
(d) You are the legal and beneficial owner of the Accepted Cryptocurrencies that you have deposited/ are depositing into your Account;
(e) All the Accepted Cryptocurrencies deposited into your Account have been derived from legitimate/legal sources;
(f) The use of this Service and Website does not infringe any local law of your country of residence;
(g) You will only apply for a single Account with us;
(h) If you are using the Website as an individual, you are not acting on someone else’s behalf;
(i) If you are using the Website on behalf of or for the benefit of an organisation or a corporate entity, then you warrant that you are authorised to transact on behalf of the organisation or corporate entity. The organisation or corporate entity will be liable for your actions including any breach of this Agreement;
(j) You understand the risks associated with trading in a Bitcoin-based derivatives exchange and/or a cryptocurrency to cryptocurrency spot trading exchange and you agree that the use of the Website and the Service is at your own risk. You agree that Coinut is not liable for any damage, loss or harm arising out of your use of the Website and Service;
(k) The information provided on the Website is for general information purposes only and is given in good faith. The information should not be construed as a recommendation to trade or engage the Service provided by Coinut in a particular manner. Nothing in this Website shall be construed as an offer to sell or a solicitation of an offer to purchase any securities where it would be illegal to do so;
(l) Notwithstanding the fact that Coinut administers the Services and runs the Website, you understand and agree that Coinut may also trade as a Counterparty on the Website; and
(m) You agree to cooperate with Coinut and provide such necessary documents and/or information as may be requested by Coinut as part of the Customer Due Diligence (pursuant to Clause 2) and/or the relevant investigations (pursuant to Clause 12.2(a) as may be performed by Coinut.
9.2 Coinut gives no warranty about the Website. Without limitation to the foregoing, Coinut does not warrant that the Website and/or Services will meet your requirements or that it will be suitable for your purposes. For the avoidance of doubt, all implied conditions or warranties are excluded insofar as is permitted by law.
9.3 Coinut does not warrant that the use of the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Website, computer equipment/networks (which may be provided by a third party) and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Website. You agree that Coinut shall not be held liable in any way for any such interference that prevents your access or use of the Website and the Service, which cannot be solely attributable to Coinut.
9.4 Notwithstanding Clause 9.2 above, Coinut warrants that when it trades as a Counterparty on the Website pursuant to Clause 4.3(a) above, it shall at all times trade in good faith with the relevant Members and refrain from doing any act which might either directly or indirectly give rise to a conflict of interest with such Members, always provided that nothing in this Clause 9.4 will prevent Coinut from carrying out its normal business activities on behalf of itself where no such conflict exists.
9.5 Coinut does not warrant that the Service will be uninterrupted, timely secure or error-free; that the information provided through the Service shall be accurate, reliable or correct; that any defects or errors will be corrected; or that the Services will be available at any particular time or location. Accordingly, you agree to assume full responsibility and risk of loss resulting from your use of the Services and/or Website.
- Service Performance
10.1 By using this service you confirm your understanding that the timely operation of the Internet is governed by constraints beyond the control of Coinut. You accept that Coinut is not liable for any perceived slow operation of the Website.
10.2 By using this service, you accept that all trade executions (i.e. of Spots and/or derivative contracts (for Derivatives)) are final and irreversible.
- Indemnification & Limitation of Liability
11.1 Indemnification: - You agree to indemnify and hold harmless Coinut, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, expenses, costs (including reasonable legal costs), loss or damages arising from your breach of this Agreement, including any fraudulent, negligent or reckless act, omission or default or your misuse of the Services.
11.2 Limitation of Liability: -
(a) In no event will Coinut, or its suppliers or licensors, be held liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable grounds for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Coinut under this Agreement during the twelve (12) month period prior to the cause of action.
(b) Coinut shall not be held liable for any failure, delay or damages which cannot be attributed to its conduct or which are due to matters beyond its reasonable control. For the avoidance of doubt, this shall include such situations where the failure, delay or damages arise due to a technical failure in the Bitcoin protocol, an action by another Member or a third party (i.e. a compromise in Coinut’s security safeguards by unauthorised parties, hacker attacks, unscheduled downtimes, database failure, Bitcoin transfer or Bitcoin storage failure, or other failure or malfunction).
(c) Such other limitation of liability clauses as set out in the other provisions of this Agreement, including without limitation to Clauses 3.2(a), 3.4, 4.4(b), 4.8, 9.1(j) and 10.1.
(d) The foregoing paragraphs in this Clause 11.2 shall apply to the extent permitted by the applicable law.
11.3 Inapplicability and/or waiver of rights under consumer protection laws: You agree that you are acquiring the right to access and use the Website and/or Services and that you are agreeing to these Terms for the purposes of a business. Accordingly, you agree that to the maximum extent permitted under the applicable law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction shall not apply to Coinut’s provision of the Services and the provision of access to the Website. Further to the above, to the maximum extent permitted under the applicable laws, you agree to waive the application of all consumer protection laws (whether applicable to non-business consumers or otherwise) in respect of Coinut’s provision of the Services and the provision of access to the Website.
11A. Disclosure of Associated Risks
11A.1 By using this Website and our Services, you confirm that you have understood and that you accept the risks associated to the trading of the Derivatives and/or engaging in Cryptocurrency Trading on the Website, including without limitation, the following:
(a) The Accepted Cryptocurrencies are highly volatile assets and are based on their respective decentralized monetary protocols which are still in its experimental stage and maybe subject to substantial changes at any time;
(b) Trading in the Derivatives and/or engaging in the Cryptocurrency Trading may be subject to market risk that investment performance of the Derivatives and/or the relevant cryptocurrencies (i.e. Litecoin, Ethereum and Ethereum Classic) (as applicable) cannot be predicted or guaranteed, and that any decisions you make to trade in the Derivatives and or engage in Cryptocurrency Trading as facilitated by this Website or the Services will be based solely on your own evaluation of your financial circumstances, investment objectives, risk tolerance, liquidity needs and any other factors that you deem relevant. Members should pay close attention to their Positions, and how they may be impacted by sudden and adverse shifts in trading and other market activities.
(c) Trading the Derivatives and/or engaging in Cryptocurrency Trading exposes you to operational risk. This is the risk that you may suffer a loss because of a malfunction or disruption of the Services, arising from scheduled or unscheduled downtimes, matching system failure, database failure, cryptocurrency transfer or storage failure, failure or malfunction of the API, hacker attacks or other failures or malfunctions.
(d) Trading the Derivatives and/or engaging in Cryptocurrency Trading may expose you to regulatory risk. This is the risk that you may suffer a loss pursuant to the restriction or termination of certain aspects of our Services in response to future regulatory changes or actions. Further to the above, the legal status of some cryptocurrencies may be uncertain. This can mean that the legality of holding or trading them or their derivatives has not been confirmed by regulators or in a court of law under the applicable jurisdiction. Members shall be solely responsible for understanding the regulation and/or legal treatment of the relevant cryptocurrencies under the applicable law.
- Termination & Remedies for the Breach of this Agreement
12.1 You may terminate your Account at any time and for whatever reason upon giving us written notice of such termination. To terminate your Account, please contact firstname.lastname@example.org
12.2 Remedies for Breach of this Agreement:-
(a) Coinut reserves the right to seek all remedies available at law and in equity for violations of the terms and conditions in this Agreement, including without limitation, the right to restrict, suspend or terminate your Account or deny you access to the Website without notice. In furtherance of the above, we may suspend any Account in the event that we suspect or have reason to believe you are engaging in suspicious trading or illegal activities or have breached any of the above warranties or terms and conditions of this Agreement. The suspension of your Account under this Clause 12 may result in the unwinding of any trades (i.e. Spots or Derivatives) and/or Positions that you have entered into. We expressly exclude any liability for the losses and/or profits you would have made as a result of any early closure of your Positions or your suspension from trading on Coinut and you agree to fully indemnify Coinut against any third party action resulting from your conduct or any early closure of your Positions by Coinut pursuant to this Clause 12. Whilst your Account is suspended, we will conduct an investigation and may require you to cooperate with our enquiries. During the investigation stage you will not be able to make deposits or withdrawals to your Account nor will you be able to trade. At the end of the investigation we may, at our own discretion, decide to close your Account for which we are not required to provide you with any reasons for the same
(b) Coinut shall be entitled to disclose your user identity and personal details if required or requested by a court of law, governmental agency or any other law enforcement authority in such circumstances as Coinut in its sole discretion considers reasonably necessary or appropriate.
(c) In the event that a United States resident is found to have bypassed our detection system and/or masked their residency status/access location/IP address via a virtual private network (VPN) or similar mechanisms, to register as a Member and access the Website and/or Services, in breach of Clause 9.1, Coinut reserves the right to suspend any Account which it identifies to be an account which could be owned by a United States resident unless the relevant Member holding the relevant Account provides to Coinut his/her recent photo ID and such relevant documents which may deemed by Coinut to be acceptable as a proof of residence (i.e. latest identification card, driver’s license, recent utility or mobile phone bills), within a reasonable period upon Coinut’s request.
12.3 Coinut’s right to terminate a Member’s Account: Coinut reserves the right, at its sole and absolute discretion, to terminate your Account upon providing you seven (7) days’ prior written notice of such termination. You will thereafter have seven (7) days to close your Positions. Upon the expiry of the seven (7) days’ period, if any of your Positions still remain open, Coinut shall be entitled to force the closure of any of your unclosed Positions and return to you any remaining Accepted Cryptocurrencies which you still hold in your Account.
13.2 Absence of Waiver - Any failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall be construed as a waiver of that or any other right or remedy, nor shall it prevent the further exercise of that or any other right or remedy.
13.3 Force Majeure - Neither party shall be in breach of this Agreement nor liable for the delay in meeting its obligations under this Agreement which is due to any events, causes or circumstances which are outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.
13.4 Severability - Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions in the Agreement shall not be affected. If any provision is determined to be invalid, illegal or unenforceable, you shall agree to an amendment by Coinut of such provision to provide for enforcement of the provision’s intent, to the extent permitted by applicable law. If such modification is not possible, the relevant provision or part thereof shall be deleted to the extent necessary to to minimum extent necessary to make the rest of the provision valid, legal and enforceable.
13.5 Governing Law & Jurisdiction – This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual claims) shall be governed by and construed in accordance with the laws of Singapore. You agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual claims).
13.6 No Third Party Rights - A person or entity who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.
13.7 Notices – We will send you notices to the email address that you had provided in your Account ("Notices"). The Notices shall relate to any updates on the Services, including without limitation to any amendments to this Agreement. For the avoidance of doubt, these Notices will be deemed to be delivered to you on the date of its delivery and if we do not receive a failed delivery message from your designated email address.
13.7 Assignment – We may assign any of our obligations or rights under this Agreement. Your Account is personal to you and is non-assignable.
If you have any concerns regarding our Terms and Conditions, please feel free to contact us for more information.
Central Chambers Law Corporation (Singapore)
150 Cecil Street
Tel: (65) 6538 0100
(Last updated: )