Terms and Conditions
ZIPMEX TERMS OF SERVICE
Updated: 18 August 2021
Zipmex Australia Pty Ltd (“Zipmex”) is the Australian subsidiary of Zipmex Pte. Ltd. based in Singapore which runs a Digital Currency trading platform and may from time to time offer additional Services (as defined herein). Users are advised to read these Terms of Service carefully.
These Terms of Service and any terms expressly incorporated herein (“Terms”) constitute a contract between you and Zipmex. The Terms apply to any access to, or use of, any Services made available by Zipmex using Zipmex’s Site, and to any other related Services provided by Zipmex. Zipmex’s policies related to the Services that are posted from time to time on the Site constitute a part of these Terms. All capitalized terms used in these Terms are defined in clause 1.1 or elsewhere in these Terms.
By signing up to use an account through the Site, you acknowledge and agree that you have had the opportunity to review and consider all of the terms and conditions contained in these Terms, as well as the following documents of Zipmex:
(b) Fee Schedule;
(c) User Guide (FAQ).
Zipmex is currently registered with the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a digital currency exchange provider.
RISK WARNING ON DIGITAL PAYMENT TOKEN SERVICES
Zipmex Pte. Ltd. has notified the Monetary Authority of Singapore (“MAS”) pursuant to the Payment Services (Exemption for Specified Period) Regulations 2019 (“Exemption Regulations”) and under Singapore Law is currently an exempted payment services provider with regard to the provision of digital payment token services.
The MAS requires us to provide this risk warning to you as a customer of a digital payment token (“DPT”) service provider.
Before you pay your DPT service provider any money or DPT, you should be aware of the following.
1. Your DPT service provider is currently operating under an exemption by MAS to provide DPT services. Please note this means you will not be able to recover all the money or DPTs you paid to your DPT service provider if your DPT service provider’s business fails.
2. You should not transact in the DPT if you are not familiar with this DPT. Transacting in DPTs may not be suitable for you if you are not familiar with the technology that DPT services are provided.
3. You should be aware that the value of DPTs may fluctuate greatly. You should buy DPTs only if you are prepared to accept the risk of losing all of the money you put into such tokens.
4. DPT held in your Hosted Wallet is not subject to the Singapore Deposit Insurance Scheme (“SDIC”), the Australian Financial Claims Scheme (“FCS”) or any similar insurance or guaranty scheme of any other jurisdiction. In addition, funds stored in your Fiat Wallet do not benefit from the SDIC, FCS or any similar insurance or guaranty scheme of any other jurisdiction.
Unless otherwise defined herein or the context otherwise requires, capitalized terms used in these Terms have the following meanings:
- “Affiliate” means any person that Controls or is Controlled by or under common Control with the referenced person.
- “AML/KYC Program” has the meaning given to it in clause 8.5.
- “Zipmex Materials” means the Services, Site and all technology, content and other materials and information used, displayed or provided in connection with the Services or Site.
- “Zipmex Restricted State” has the meaning given to it in clause 2.3.
- “Zipmex Service Providers” has the meaning given to it in clause 16.15.
- “Business Day” means any day other than a Saturday, Sunday or another day that is recognized as a public holiday under the laws of Australia.
- “Communications” means all communications, agreements, documents, receipts, notices, and disclosures.
- “Complaint” has the meaning given to it in clause 16.10.
- “Conditional Uses” has the meaning given to it in Appendix A.
- “Control” means beneficial ownership of more than fifty percent of the voting securities of a corporation or other business entity with voting securities or equivalent ownership interests.
- “Derivative Protocols” means a fork, enhancement, supplement or derivative of a different Digital Currency or Underlying Technology.
- “Digital Currency” means any blockchain-based asset or right, or other similar digital representation of values, rights or assets.
- “Embargo State” has the meaning given to it in clause 2.3.
- “External Address” has the meaning given to it in clause 7.7.
- “Feedback” means any feedback, suggestion, ideas or other information or materials regarding or in connection with Zipmex or the Services that you provide, whether by email, posting through the Services or otherwise.
- “Fee Schedule” has the meaning given to it in clause 10.
- “Fiat Wallet” means an account opened for a User in accordance with the registration process for use in connection with facilitating certain cash transactions on Zipmex’s platform.
- “Fiduciary” means any person who is a trustee, executor or holder of power of attorney in respect of a User or their estate.
- “Hosted Wallet” means the hosted wallet service provided by Zipmex or, as applicable, through a third-party service provider engaged by Zipmex, which allows Users to store certain Supported Digital Currencies and to track, transfer and manage Supported Digital Currencies contained in such hosted wallet.
- “Indemnified Parties” has the meaning given to it in clause 14.
- “Intellectual Property Right” means a copyright, patent, utility model right, trademark right, design right, or any other intellectual property right (including the right to obtain any of those rights or to apply to register, etc., any of those rights).
- “OFAC” means the Office of Foreign Assets and Control.
- “Order” means the instruction to effect a Trade using the Services.
- “Prohibited Businesses” has the meaning given to it in Appendix A.
- “Refund Fee” has the meaning given to it in clause 8.2.
- “Representative” has the meaning given to it in clause 16.11.
- “Restricted Location” has the meaning given to it in clause 2.3.
- “Restricted Location Controls” has the meaning given to it in clause 2.3.
- “Security Breach” has the meaning given to it in clause 5.2.
- “Services” means:
- a platform for Users to Trade Digital Currencies;
- the provision of a User Account;
- the provision of a Hosted Wallet;
- the provision of a Fiat Wallet; and
- such other services as Zipmex may determine to provide to Users from time to time, the details of which may be summarized from time to time on the Site.
- “Site” means the website operated by Zipmex with the domain “www.Zipmex.com/au/” (including subdomains and, if the domain or content of the website of Zipmex is changed for whatever reason, then that changed website), together with any associated websites or Application Programming Interfaces (“APIs”).
- “Supported Digital Currencies” means Digital Currencies that are included on the list of Digital Currencies supported by Zipmex, which is available at the section “Coin Info” on the Zipmex Site and updated from time to time.
- “Terms” has the meaning given to it in the preamble hereto.
- “Third Party Content” means content provided by third parties (including, without limitation, any third party websites and any other third party content that may be accessible through or linked to the Site).
- “Third-Party Exchanges” has the meaning given to it in clause 7.4.
- “Trade” means an exchange of fiat currency for Digital Currency, an exchange of Digital Currency for fiat currency or an exchange of one Digital Currency for another Digital Currency, in each case between you and another User of the Services (or, if applicable, between you and a user of a Third-Party Exchange or service that is accessed as part of the Services with Zipmex acting as your agent), which exchange in each case is supported by the Services.
- “Trade Fee” has the meaning given to it in clause 10.
- “Underlying Technology” means software, networks, protocols, systems and other technology associated with a Digital Currency (including, if applicable, any blockchain).
- “Unsupported Digital Currencies” means Digital Currencies that are not Supported Digital Currencies.
- “User” means an individual or an enterprise user that is registered as a user of the Services by Zipmex.
- “User Account” means a trading account opened for a User in accordance with the registration process to facilitate Zipmex’s provision of the Services.
- “User Bank Account” has the meaning given to it in clause 7.3.
Headings of sections in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
1.3 Consistency with laws
Where more than one interpretation of a provision of these Terms is available an interpretation that is consistent with the laws in Australia will be preferred over one that is not. Where a provision of these Terms is inconsistent with the requirements of a law in Australia then that provision will read down to the extent possible to comply with the requirements of law.
2.1 Eligibility for Services
You acknowledge that the Services are intended to be provided by Zipmex solely for Users who satisfy the criteria described in these Terms.
2.2 General requirements
- You represent and warrant, on a continuing basis during all times that you maintain a User Account, that:
- if you are an individual User, you are at least 18 years of age and are otherwise of legal age, in the jurisdiction of your residence and nationality, to agree to and be bound by these Terms;
- you have the legal capacity to accept these Terms and to agree to be bound by these Terms in their entirety;
- except for an individual User authorized to act for a specified enterprise user (and except as otherwise consented to by Zipmex separately in writing), you are establishing a User Account and accessing the Services for your own use and not for the use or benefit of any third party;
- all information provided by you to Zipmex, in connection with the establishment of a User Account or otherwise, is accurate, true and complete in all respects;
- you have not previously been suspended or removed from using Zipmex’s Services;
- you are not identified as a “Specially Designated National” by OFAC or placed on any other sanctions list administered by OFAC;
- you are not placed on the U.S. Commerce Department’s Denied Persons List’;
- you are not placed on the Department of Foreign Affairs and Trade (“DFAT”) Consolidated List;
- you are not placed on the list of known or suspected terrorists or terrorist organizations designated by the U.S. Department of the Treasury (pursuant to the Patriot Act) or the Australian Government (Department of Home Affairs);
- you are not a citizen of, or resident (or in the case of an enterprise user, organized, formed or engaging in business) in any Restricted Location (including jurisdictions designated as being high-risk for money laundering by the Financial Action Task Force and jurisdictions prohibited under OFAC sanctions programs); and
- you are not on the United Nations Security Council Sanctions List, the MAS’ Lists of Designated Individuals or Entities, or on any other similar list of persons or entities subject to sanctions, financial sanctions, suspected terrorist designations or similar designations of the European Union, the United Kingdom, Australia or any other jurisdictions in which Zipmex operates.
- In the event that, due to a change in circumstances or otherwise, any of the representations and warranties set out above is no longer true, you will immediately notify Zipmex in writing using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/.
- In the event that any of the representations or warranties set out above is (or becomes) untrue, Zipmex may at its sole discretion suspend or cancel your User Account or otherwise exercise any of its rights as set out in these Terms, including clause 11.1.
2.3 Restricted Locations
- You may not use the Services if:
- you are located in, or are a citizen or resident of, any state, country, territory or other jurisdiction that is subject to an embargo or sanction by the United States or Australia (a “Embargo State”);
- you are located in, or are a citizen or resident of, any state, country, territory or other jurisdiction where Zipmex has determined, in its sole discretion, to prohibit use of the Services (a “Zipmex Restricted State”); or
- your use of the Services at your location would be illegal or otherwise violate any applicable law.
The states, countries, territories and other jurisdictions and locations referenced in sub-clauses (i) through (iii) above are collectively referred to herein as “Restricted Locations” and each individually is referred to herein as a “Restricted Location.”
- You represent and warrant that you are not a citizen or resident of any Restricted Location. You further represent and warrant that you will not use any Services while located in any of the Restricted Locations.
- Zipmex reserves the right to implement controls to restrict access to the Services from any Restricted Location (“Restricted Location Controls”). In the event that any Restricted Location Controls are not effective or can be bypassed, you undertake that you will nonetheless comply with the requirements of this clause 2.3.
- In the event that you are located in a state, country, territory or other jurisdiction that subsequently is determined to be a Restricted Location, you agree that Zipmex may, in its sole discretion, suspend or cancel your User Account or otherwise exercise any of its rights as set out in these Terms, including clause 11.1.
3. USER ACCOUNTS
3.1 Creating a user account
In order to use the Services, you will need to register for a User Account. Zipmex may in its sole discretion refuse to open a User Account for you. You are only entitled to hold one User Account. Upon verification of your identity (as described in clause 6.4), you will have the ability to fund your User Account using supported fiat currencies or Supported Digital Currencies, as well as store (for use with the Services), and Trade with, supported fiat currencies or Supported Digital Currencies, through the Site.
3.2 Accounts under False or Altered Identities
If it is discovered that you have opened other accounts under false or altered identities, Zipmex may at its sole discretion suspend or cancel your User Account or otherwise exercise any of its rights as set out in these Terms, including clause 11.1.
3.3 Voluntary Cancellation of User Account
- In the event that you wish to cancel your User Account, you must provide Zipmex with written notice of your request using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/. Upon receipt of your request to cancel, Zipmex will provide you with information on the withdrawal process, but you acknowledge and agree that it is solely your responsibility to withdraw the balance in your User Account and that you will be required to pay any applicable withdrawal fee and any other outstanding amounts owed to Zipmex. You acknowledge and agree that Zipmex reserves the right to set off any outstanding fees or other amounts owed to Zipmex against the withdrawal proceeds otherwise payable to you with respect to such withdrawal. Closing your User Account will not affect any rights or obligations that arose prior to the date of closure.
- You acknowledge and agree that, following completion of the withdrawal process, Zipmex will not be responsible for your failure to claim any remaining Digital Currencies or funds or any losses incurred by you or any other third party during the withdrawal process due to your act or failure to act. You authorize Zipmex to cancel or suspend any pending transactions at the time of account cancellation to the extent that such transactions are capable of being cancelled or suspended.
3.4 Death or Legal Incapacity of User
For security or any other reasons, if Zipmex receives legal documentation confirming your death or legal incapacity (or other information causing Zipmex to believe that you have died or become legally incapacitated), Zipmex may freeze your User Account such that no transactions may be completed until: (i) your designated Fiduciary has opened a new User Account (as further described below), and the entirety of your User Account has been transferred to such new account, or (ii) Zipmex receives proof in form and substance satisfactory to it that you have not died or that you have not become (or are no longer) legally incapacitated. If Zipmex has reason to believe that you may have died or become legally incapacitated but does not have proof of your death or legal incapacity in form and substance satisfactory to it, you authorize Zipmex to make inquiries, whether directly or through third parties, that it considers reasonably necessary to ascertain whether you have died or become legally incapacitated.
Upon receipt by Zipmex of proof satisfactory to it that you have died or become legally incapacitated, the Fiduciary you have designated in a valid will or similar testamentary document (or, in the case of a legal incapacity, a power-of-attorney or similar document) will be required to open a new User Account. If you have not designated such a Fiduciary, then Zipmex reserves the right to (i) (in the case of your death) treat as your Fiduciary any person entitled to inherit your User Account, as determined by Zipmex upon receipt and review of the documentation it, in its sole and absolute discretion, deems necessary or appropriate, including (but not limited to) a will, similar testamentary document or an enduring power of attorney ,or (ii) require an order designating a Fiduciary from a court having competent jurisdiction. In the event Zipmex determines, in its sole and absolute discretion, that there is uncertainty regarding the validity of any Fiduciary designation, Zipmex reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your User Account.
Pursuant to the above, the opening of a new User Account by a designated Fiduciary is mandatory if Zipmex so requires it following your death or legal incapacity, and you hereby agree that your Fiduciary will be required to open a new User Account if so required by Zipmex and provide the information required under these Terms in connection with the establishment of a User Account in order to gain access to the contents of your User Account.
In the case of an enterprise user that has dissolved, ceased its business or become bankrupt or insolvent prior to the closing of its User Account and the withdrawal of the assets held therein, Zipmex may similarly freeze such User Account and require evidence in a form and substance satisfactory to it of the right of any successor, owner, trustee in bankruptcy or other representative to receive such assets or otherwise provide instructions regarding the operation or termination of such User Account before lifting such freeze. Zipmex may, in its sole discretion and to the maximum extent permitted by applicable law, require that any such successor, owner, trustee in bankruptcy or other representative open a new User Account and provide the information required under these Terms in connection with the establishment of a User Account in order to gain access to the contents of such enterprise user’s User Account.
In the event that Zipmex determines, in its sole and absolute discretion, that there is uncertainty regarding the legal status, bankruptcy or insolvency of an enterprise user, Zipmex reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to such enterprise user’s User Account.
3.5 Equipment and Access
To access the Services, you must have the necessary computer or similar equipment and the associated telecommunication service subscriptions to access the internet and the Site. Access to the Services may become degraded or unavailable during times of significant volatility or volume. This could result in the inability to Trade Digital Currencies or otherwise access the Services for periods of time and may also lead to support response time delays. Zipmex does not represent or guarantee that the Site or Services will be available without interruption or that any Order will be promptly executed, accepted, recorded or remain open at all times. Zipmex shall not be liable for any losses resulting from or arising out of any such delay or disruption and any temporary unavailability for systems including to allow for systems upgrades, and any protracted unavailability which are outside of Zipmex’s reasonable control.
4. COMPLIANCE WITH LAWS AND TAXES
- It is your sole responsibility to comply with all applicable laws related to your trading activities and other use of the Services, including without limitation any reporting and payment of all applicable taxes and full compliance with anti-money laundering and sanctions laws and regulations. Without relieving you of your responsibility for compliance with reporting obligations and the payment of applicable taxes, Zipmex will withhold and pay over taxes if (and to the extent) required by applicable law.
- It is your sole responsibility to determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services.
- You further acknowledge and agree that:
- it is your responsibility to report and remit the correct tax to the appropriate tax authority;
- Zipmex is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades; and
- all amounts set out or expressed to be payable under these Terms to Zipmex shall be deemed to be exclusive of any sales tax, use tax, value added tax, goods and services tax or other similar tax or governmental charge, and if any such tax or governmental charge is chargeable against Zipmex, you shall pay to Zipmex an additional amount equal to such tax or governmental charge and indemnify Zipmex against any losses resulting from such tax or governmental charge.
- Enhanced Security Features
- Zipmex may offer optional enhanced security features for your User Account (including, for example, two-factor authentication) and encourages, but does not require, you to use any such enhanced security features.
- If you do enable enhanced security features, it is your sole responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.
- User Account Activities
- You are solely responsible for:
- maintaining adequate security and control of your User Account and any device that you use with your User Account (including, without limitation, any device that may be associated with enhanced security features);
- maintaining confidentiality of any and all login credentials, IDs, passwords, personal identification numbers (PINs), API keys or any other codes that you use to access the Services;
- monitoring the activity in your User Account;
- providing Zipmex with your true, accurate and complete residential address, email address, telephone number and other contact information, and keeping such contact information up to date in your User Account profile in order to receive any notices or alerts that Zipmex may send you; and
- any losses in connection with the authorized or unauthorized use of your User Account.
- Any loss or compromise of the foregoing information and/or your personal information and/or any device associated with your use of your User Account may result in unauthorized access to your User Account by third parties and the loss or theft of any Digital Currencies and/or funds held in your User Account and any associated accounts. Zipmex assumes no responsibility for any loss that you may sustain due to any loss or compromise of the foregoing information (that is not due to any fault of Zipmex) or any such device and/or your failure to follow or act on any notices or alerts that Zipmex may send to you.
- You must contact Zipmex immediately using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/ if you discover or believe that your User Account or any of the foregoing information or any device associated with your use of your User Account has been lost or compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cybersecurity attack) affecting you and/or Zipmex (collectively, a “Security Breach”). Upon receipt of such notice from you, Zipmex will take reasonable steps to protect your User Account and/or other information. This may include preventing actions initiated using the compromised account passwords. You must take any steps that Zipmex reasonably requires to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may result in a loss to you (for which Zipmex shall not be responsible) and will be taken into account in Zipmex’s determination of the appropriate resolution of the matter.
- You are solely responsible for:
6. USER INFORMATION, DATA AND IDENTITY VERIFICATION
6.1 Personal Information Provided by You
You are required to provide certain personal information and documentation as part of the registration process in order to allow Zipmex to verify your identity. During registration of your User Account, and from time to time thereafter if requested by Zipmex, you agree to provide Zipmex with the information it requests for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, and you agree to permit Zipmex to keep a record of such information to the maximum extent permitted by all applicable laws. You hereby acknowledge and agree that all such personal information and documentation provided by you shall, to the best of your knowledge, be true, accurate and complete in all respects.
In the event that Zipmex is acquired by or merged with a third party entity, Zipmex reserves the right, in any of these circumstances and to the maximum extent permitted by all applicable laws, to transfer or assign the information Zipmex or its service providers have collected from you as part of such merger, acquisition, sale or other change of control.
6.2 Disclosure to Affiliated Companies
The Zipmex group of companies comprises a number of affiliated companies and legal entities located both within and outside Australia. We may disclose, where appropriate and to the extent necessary, your personal data to such affiliated companies and legal entities for the purposes of corporate reporting, management of your customer relationship, identity verification, compliance with applicable laws and regulations (including those relating to detection of money laundering, terrorist financing, fraud, or any other financial crime), provision of technical and other support, and other related legal and business purposes. Please note that we provide our affiliated companies and legal entities with only the personal data they need for such business and legal purposes, and we require that they protect such personal data in accordance with the applicable laws and regulations.
6.3 Change in Personal Information
In the event of any change to your personal information or documentation provided to Zipmex (either during the registration process or on an ongoing basis thereafter), you must notify Zipmex of the change in writing using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/; and submit any documents subsequently requested by Zipmex.
6.4 Identity Verification
- You will need to complete certain verification procedures before you are permitted to use the Services and on an ongoing basis thereafter. The information Zipmex requests may include certain personal information, including, but not limited to, your name, principal residential address (which may not be a PO Box or other similar address), mailing address (if different from your principal residential address), telephone number, email address, date of birth, taxpayer identification number (e.g. Tax File number), a government identification (such as your driver’s licence or passport), and information regarding your bank account (such as the name of the bank, the account type, routing or Bank State Branch (BSB) number, and account number). If you are a legal entity, you will also need to provide information on certain beneficial owners and controlling persons of the entity, as well as certain governing documents of the entity. In providing Zipmex with this or any other information that may be required, you confirm that, to the best of your knowledge, the information is true, accurate and complete. You hereby authorize Zipmex either directly or through its third party service providers to collect such information and to take any measures that it considers necessary to:
- verify your identity;
- confirm any information that you submit; and
- take any action that Zipmex deems necessary based on the results, including reviewing, retaining and/or disclosing any such information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
- You authorize Zipmex to make inquiries, whether directly or through third parties, that Zipmex considers necessary to verify your identity, confirm your residential address or protect you and/or Zipmex against fraud or other financial crime, and to take action Zipmex reasonably deems necessary based on the results of such inquiries. When Zipmex carries out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to Zipmex’s inquiries in full.
Further, you authorize your wireless operator (AT&T, Sprint, T-Mobile, US Cellular, Verizon or any other branded wireless operator) to use your mobile number, name, address, email address, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to Zipmex with your wireless operator account profile information for the duration of your relationship with Zipmex. Standard text message and data rates may apply with respect to the use of such services, as well as any two-factor authentication procedures employing mobile devices that may be implemented in accordance with Clause 5.1.You acknowledge that in certain circumstances it could take up to a month or more to undertake the registration and verification process.
- Zipmex will have no liability or responsibility for any temporary or permanent block on Services provided to you, including resulting in your inability to withdraw Digital Currencies or fiat balances or execute Trades, during or as a result of any identity verification or other screening procedures.
6.5 Loss or Corruption of User Data; Computer Viruses
- To the extent permitted by law, Zipmex shall have no liability whatsoever for any information that may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to:
- software failures, viruses or other harmful materials;
- protocol changes by third party providers;
- internet outages;
- force majeure events or other disasters;
- scheduled or unscheduled maintenance; or
- other events or circumstances either outside or (to the maximum extent permitted by all applicable laws) within Zipmex’s control.
- You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Services.
- Zipmex shall not bear any liability whatsoever for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. Zipmex advises the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing, phishing or other attacks and should use care in reviewing messages purporting to originate from Zipmex. You should always log into your User Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
6.6 Dormant User Account
If your User Account has been inactive for a period of two years, Zipmex may designate such User Account as a dormant account and may require you to verify certain information or provide certain documentation to confirm that you are the proper owner of the User Account. Until your account is verified and reactivated in accordance with such procedures, you will be unable to access your User Account or make any transfers or Trades. Zipmex reserves the right to impose a fee on accounts that have been designated as dormant accounts and/or on accounts that have been inactive for a period of one year or longer, the details of which would be set forth in the Fee Schedule, and any such fees may be collected from the assets held in your User Account (including, without limitation, by liquidating Digital Currencies at current market prices and retaining the proceeds thereof). Subject to any limitations imposed by applicable law, including any relevant abandoned property laws or similar laws as referenced in clause 8.6, Zipmex reserves the right to terminate a dormant account that has been inactive for a period of 6 years of more, in which case any assets remaining in such dormant account may, in the sole discretion of Zipmex, be forfeited and thereafter retained by Zipmex for its own use.
6.7 Suspension or Closure of User Account Based on User Data or Failure to Verify
- Your access to one or more 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. Without prejudice to any of its rights under these Terms (including under clause 11.3), Zipmex may suspend trading or close your User Account without notification if it is unable to successfully complete its verification process for any reason.
- Additionally, Zipmex may require you to wait some amount of time after completion of a Trade, before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.
7. ACCOUNT FUNDING, TRANSFERS AND TRADES
7.1 Transferring Digital Currency and Fiat Currency
- With respect to the transfer of Digital Currencies using the Services, you acknowledge that: (i) you have had the opportunity to review and consider the process for transferring Digital Currencies from external accounts to your Hosted Wallet and vice versa as set out in the User Guide; (ii) you will not transfer any Unsupported Digital Currencies to your Hosted Wallet, as such Unsupported Digital Currencies may be permanently lost; and (iii) it is your responsibility to ensure that you send any Digital Currency to the correct address provided for that Digital Currency (and that any external wallet address provided for a withdrawal of a Digital Currency is accurate and able to receive such Digital Currency), as Digital Currencies sent to an incorrect address may never be recovered. Digital Currencies held in your Hosted Wallet: (1) are not treated as general assets of Zipmex and (2) are fully owned by you.
As the owner of Digital Currencies in your Hosted Wallet, you shall bear all risk of loss of such Digital Currencies. Except as required by a valid court order or applicable law, or except as provided in these Terms, Zipmex will not sell, transfer, loan, hypothecate or otherwise alienate Digital Currency in your Hosted Wallet unless instructed by you. Zipmex may use shared blockchain addresses, controlled by Zipmex, to hold Digital Currencies held on behalf of all or any subset of Users, and although Zipmex will maintain separate ledgers for User accounts in such circumstances, Zipmex shall have no obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other Users.
- Users may establish a Fiat Wallet (and fund it in an appropriate amount, as applicable) to facilitate transactions on the Zipmex platform. Zipmex holds the fiat currency balance in one or more omnibus custodial accounts with a financial institution or institutions. Each such omnibus account is (i) held in Zipmex’s name and under Zipmex’s control, (ii) segregated and legally distinct from Zipmex’s business and operating accounts, (iii) established for the benefit of Zipmex customers, and (iv) represents a banking (and not a custodial) relationship with the bank at which such account is held. Such omnibus accounts do not create any relationship by and between you and any such bank. Your fiat currency deposits and other amounts from time to time directed to your Fiat Wallet: (1) are not treated as general assets of Zipmex, (2) are fully owned by you, and (3) are recorded and maintained on Zipmex’s internal ledger and reflected in a sub-account (i.e., your Fiat Wallet) so that your indirect prorated interest in Zipmex’s omnibus accounts is readily ascertainable. In the event that any omnibus account generates interest or other earnings, you agree that such amounts will be retained by Zipmex as fees for Services provided by Zipmex and will not be allocated to the Fiat Wallets of any Zipmex customer.
- You may initiate a transfer from your identified payment method (which may include wire transfer, bank transfer (ACH), debit card or such other payment methods as may be approved by Zipmex from time to time) to fund your Fiat Wallet. Certain transfer limits may apply depending on a User’s account type and status, as well as payment method selected, as set forth in the Transfer Limits Schedule (as updated from time to time). For transfers by way of bank wires (both deposits and withdrawals), certain bank wire fees may apply, as applicable and set forth in the Fee Schedule. For deposits, Zipmex will credit your Fiat Wallet a corresponding amount of fiat currency after funds are delivered to Zipmex. For withdrawals, Zipmex will immediately debit your Fiat Wallet when you authorize a withdrawal. Bank fees are netted out of transfers to or from Zipmex. Zipmex will not process a transfer if associated fees exceed the value of the transfer.
7.2 Transaction Limits; Refusal of Transfer and Trade Requests
- Zipmex may, at any time and in its sole discretion and without notice, refuse any transfer or Trade request, impose limits or change applicable limits on the amounts that you are able to transfer, Trade or withdraw on a daily or other periodic basis as Zipmex deems appropriate in its sole discretion, including (without limitation):
- to comply with applicable laws or regulations, or an order from law enforcement authorities;
- in line with Zipmex’s policy from time to time;
- in response to market volatility or events; or
- based on your deposit method, verification steps you have completed, and other factors.
- Zipmex, reserves the right to refuse to process or to cancel any pending transfer or Trade, or reverse any transfer or Trade even after funds have been debited from your User Account, in each case, in the sole discretion of Zipmex, including without limitation: (i) if Zipmex suspects the transfer or Trade involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; (ii) as required by law or in response to a subpoena, court order, or other government order or to enforce transaction limits; (iii) if Zipmex reasonably suspects that the transfer or Trade is erroneous; or (iv) if Zipmex suspects the transfer or Trade violates any provision of these Terms, including clause 9.
7.3 Timing for Completion of Transfers
- After successfully completing the identity verification procedures described in clause 6, you may fund your User Account by means of one or more valid payment methods (which may include wire transfer, ACH, debit card or such other fiat-based payment methods as may be approved by Zipmex from time to time) or by transferring Supported Digital Currency from an external Digital Currency wallet. All fiat and Digital Currency deposits must originate from an account or Digital Currency wallet maintained in your name (or, if applicable in the case of an authorized enterprise user, in the name of such enterprise user). In connection with deposits made to your User Account, you are not allowed to receive funds or Digital Currencies from a sender other than yourself (or, if applicable in the case of an authorized enterprise user, in the name of such enterprise user). In addition, fiat currency deposits are only accepted from (i) bank accounts (in the name of the individual User or enterprise user named on the User Account) that have successfully completed Zipmex’s AML/KYC Program and (ii) are domiciled in the country of residence of the individual or enterprise user named on the User Account (each such bank account, a “User Bank Account”). You acknowledge that funds or Digital Currencies may be sent or debited from your selected payment method before corresponding credits are made to your User Account (in the case of deposits).
- Where applicable, you authorize Zipmex to initiate debits from your selected payment method(s) in settlement of deposit requests and to debit your User Account and initiate payments to your selected payment method(s) in settlement of withdrawal requests. Although Zipmex will attempt to deliver fiat currency or Supported Digital Currency (as applicable) to you as promptly as possible, funds or Digital Currencies may be removed from your User Account before corresponding amounts are received at your selected payment method (in the case of withdrawals).
- In the case of deposits of fiat currency to your User Account, Zipmex may (where applicable) debit your selected payment method as soon as the same day you initiate a deposit. Your deposit will typically take between one to five Business Days to process. Wire transfer deposits and ACH deposits may not be processed outside of normal banking hours. You agree and understand that wire transfer deposit settlement times and ACH deposit settlement times are subject to public holidays, the internal processes and jurisdiction of your bank, and the internal processes of our banks. You further agree and understand that in certain situations, wire transfer deposit settlement times may be delayed in connection with downtime or disruptions to Zipmex’s service providers or for other reasons, including payment network congestion or disruption.
- In the case of withdrawals of fiat currency, your receipt of funds will depend on the withdrawal type and will typically take between one and five Business Days. Fiat currency withdrawals are only permitted to User Bank Accounts. Your initiation of a fiat currency withdrawal using your User Account login credentials and other forms of authentication, when applicable, will be deemed to be your authorization for Zipmex to execute any such withdrawal. Wire withdrawals and ACH withdrawals may not be processed outside of normal banking hours. You agree and understand that wire withdrawal transfer times and ACH withdrawal transfer times are subject to public holidays, the internal processes and jurisdiction of your bank, and the internal processes of Zipmex’s banks. You further agree and understand that in certain situations, wire withdrawal transfer times and ACH withdrawal transfer times may be delayed in connection with downtime or disruptions to Zipmex’s service providers or for other reasons, including payment network congestion or disruption.
- In the case of deposits of Digital Currency to your User Account, your deposit will typically take between one hour and one Business Day to process (depending on traffic, network disruptions, downtime and other factors). In the case of withdrawals of Digital Currency, your receipt of such Digital Currency will typically take between one hour and one Business Day (depending on traffic, network disruptions, downtime and other factors). Digital Currency deposits will generally be credited to your User Account only after the requisite number of network confirmations have occurred on the blockchain for the deposited Digital Currency. Zipmex makes no guarantee regarding the timing for completing any transfer, which may depend on third party actions that are outside of Zipmex’s control. In addition, because Zipmex securely stores all Digital Currency private keys in its control in a combination of online and offline storage and it may be necessary for Zipmex to retrieve certain information from offline storage in order to facilitate a transfer of Digital Currency in accordance with your instructions, the initiation or crediting of such transfer may be delayed for 48 hours or more.
- Zipmex will make reasonable efforts to ensure that requests for electronic or other debits and credits, as applicable, are processed in a timely manner but it makes no representation or warranty regarding the amount of time needed to complete processing.
- Notwithstanding any provision in these Terms, you hereby grant to Zipmex a first priority lien on and security interest in and to the balances in your Fiat Wallet and Hosted Wallet to secure the performance of your obligations under these Terms.
7.4 Trade Process
- Zipmex provides an order book-based trading system for trading pairs involving the exchange of a supported fiat currency for a Supported Digital Currency, a Supported Digital Currency for a supported fiat currency, or a Supported Digital Currency for another Supported Digital Currency. The available orders resting on such order book may include orders resting on the internal order book of Zipmex or on order books that are accessed by Zipmex through its accounts maintained with one or more other third-party exchanges or similar services (“Third-Party Exchanges”). Unless otherwise required under applicable law, Zipmex does not, and is under no obligation to, disclose the identity of any such Third-Party Exchanges or similar services through which available trades may be sourced.
- Users may place Orders for Trades by submitting market orders or limit orders for processing through such order book. Market orders are Orders that are filled immediately against resting orders on the order book at the current best available price. Limit orders are Orders that are filled at or better than a price specified by the User. In general, any quantity that is not filled rests on the continuous order book until it is filled or cancelled, or otherwise expires in accordance with trading policies and procedures then in effect.
- Orders for Trades will be executed automatically using Zipmex’s trade execution algorithms. When the Zipmex matching system identifies a matching order that is available on the order book for a given User’s Order, the orders will be matched. In that case, the matched Trade is recorded on Zipmex’s internal ledger and the balance of each User’s Hosted Wallet and Fiat Wallet will be adjusted automatically in settlement of the Trade (including to account for deductions of the applicable Trade Fees). Orders may be matched in whole or in part against Zipmex’s internal order book and/or against the order books of Third-Party Exchanges. Orders may at times be fulfilled only in part or, depending on the type of Order, from multiple sources at differing prices and at differing times. All limit orders at the same specified price are treated equally and executed in the order in which they were received. Orders matched against orders resting on the order books of one or more Third-Party Exchanges may not be filled for any reason, including reasons beyond Zipmex’s control (such as a disruption of the communication network, a suspension of trading by any such Third-Party Exchange and/or a suspension or cancellation of an account of Zipmex maintained at any such Third-Party Exchange), and Zipmex shall not be responsible for any such unfilled Order.
- Any Order that is not matched in whole or in part will remain on the order book until it is matched or cancelled, or otherwise expires in accordance with trading policies and procedures then in effect. Zipmex may impose a limited timeframe during which unmatched Orders remain on the order book (after which time any such Order will expire) , and may place other restrictions and time limits on trading activities from time to time and otherwise establish or modify trading policies and procedures from time to time, by posting notices and updates to such effect on the Site. You agree that by logging into your User Account or otherwise using the Services following any addition or modification to such policies, restrictions and limitations, you are agreeing to such additions and modifications. You may request that an open Order be cancelled by inputting such request on the Site. However, it will generally not be possible to cancel an Order (or any part of an Order) that has been matched on the order book and is marked as either pending or complete.
- The Services do not include support for margin trading, options trading or shorting at this time, provided that Zipmex may provide margin trading services for certain customers in its sole discretion.
- You must deposit funds (fiat currency or Digital Currency, as applicable) prior to placing an initial Order, and you are not permitted to place an Order unless you have enough funds in your Fiat Wallet or Hosted Wallet (as applicable) to satisfy your Order. When you place an Order, the full amount of funds required (including any applicable fees) are placed on hold in your User Account until your Order is matched, expires, or (to the extent permitted under these Terms) is cancelled.
- After you have placed an Order, Zipmex will send you an email confirming the details of your Order. Zipmex will send you another email if your Order subsequently fills (in whole or in part). You acknowledge and agree that your Orders and Trades will be treated as authorized and correct unless you provide Zipmex with written notice of any error or objection using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/ within three calendar days of receipt of the relevant email notification. It is your sole responsibility to review your transaction history, and related email receipts, on a regular basis.
- Zipmex does not provide Users with periodic User Account statements or valuations. Your transaction history is available to you through the Site. Such transaction history contains all of your transfer and trading activity, including pending Trades, deposits and withdrawals, as well as the balances in your Fiat Wallet and Hosted Wallet. However, nothing in your transaction history should be treated as a valuation of any Digital Currency.
- When your Order is executed against Zipmex’s internal order book, you are purchasing or selling the relevant Supported Digital Currency from or to another User of Zipmex, not from or to Zipmex or any of its Affiliates. In the unlikely case where such User is an Affiliate of Zipmex, such other User is acting in its individual capacity rather than as an agent for Zipmex. Accordingly, you will bear all risks associated with transacting with such other User, including the risk that such other User did not hold unencumbered title to and beneficial ownership in the Supported Digital Currency you have purchased from such other User.
- When your Order is executed against the order book of a Third-Party Exchange, Zipmex is purchasing or selling the relevant Supported Digital Currency from or to a user of such Third-Party Exchange acting as your agent and for your account, even if Zipmex is transacting with such user of such Third-Party Exchange in its name. In no event will Zipmex be purchasing or selling such Digital Currency from or to you as a principal to the Trade with you. Accordingly, you will bear all credit, market and other risks associated with transacting with such user of such Third-Party Exchange, including the risk that such user did not hold unencumbered title to and beneficial ownership in the Supported Digital Currency you have purchased from such user through Zipmex as your agent.
7.5 Use of a Credit Card to Fund a User Account or Trade
Zipmex may from time to time permit Users to fund their User Accounts, or specific Trades, using a credit card. If you use a credit card for such purposes, you represent and warrant that you are an authorized user of such credit card. Zipmex reserves the right at any time to cease support for credit card transactions or to impose other restrictions or limitations on credit card transactions, either generally or on an individual User basis. Among other such restrictions, Zipmex may determine to delay your ability to effect a Trade using amounts funded through a credit card until it is satisfied, in its sole discretion, that the transaction has been authorized and the relevant funds have cleared and been settled to your User Account. Zipmex may rely on the services of third parties in confirming such authorization and settlement status and such authorization and settlement determination process may delay your ability to trade with amounts funded with a credit card. Without limiting the generality of clause 7.2 and other applicable provisions of these Terms, Zipmex may delay or withhold a withdrawal or transfer by you (in whole or in part) if, at the time of the withdrawal or transfer, amounts funded to your User Account using a credit card have not been fully settled or have been subject to reversal (such as on account of a chargeback).
7.6 Additional Information in Connection with Transfers and Trades
Zipmex reserves the right to delay any transfer or Trade if it perceives a risk of fraud or illegal activity. Zipmex does not guarantee the availability of its Services, and the act of acquiring Supported Digital Currencies using the Services does not result in a guarantee that you may sell your Supported Digital Currencies using the Services.
7.7 Reversal of Transfers or Trades
- You acknowledge and agree that, except as otherwise expressly provided in these Terms, Zipmex will not reverse any transfers or Trades which have been initiated and are either pending or complete. In addition, you acknowledge and agree that you cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize Zipmex, in its sole discretion and wherever possible, either to cancel the transfer or Trade or to debit your other payment methods, including Zipmex balances or other associated accounts, in any amount necessary to complete the transfer or Trade, and you will indemnify Zipmex against any losses resulting from the lack of sufficient balances in your User Account to complete the transfer or Trade. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider.
- Zipmex shall not be liable in the event that the details of any third party Digital Currency address not created or maintained by Zipmex (“External Address”) provided by you are incorrect, improperly formatted, erroneous, or intended for a different type of Digital Currency, or for any events or circumstances outside of Zipmex’s control.
7.8 No Investment or Other Advice
For the avoidance of doubt, Zipmex does not provide investment, tax or legal advice. All Trades are executed automatically, based on the parameters of your Order instructions and in accordance with Zipmex’s Trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your own legal or tax professionals regarding your specific situation. The information provided on the Site or any third-party sites for which a link may be available on the Site does not constitute investment advice, financial advice, trading advice or any other sort of advice, and you should not treat any of the Site’s content as such. Zipmex does not recommend that any Digital Currency should be bought, earned, sold or held by you, and Zipmex will not be held responsible for the decisions you make to buy, sell or hold Digital Currency. You acknowledge and agree that you have had the opportunity to review and consider the risks contained in the relevant disclosure documents.
8. GENERAL SERVICE TERMS
8.1 Conditions and Restrictions
- Zipmex may, at any time, in its sole discretion and without prior notice, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services.
- Without prejudice to any other provision of this clause 8.1, Zipmex may:
- limit or cancel the number of open Orders that you can establish via the Services;
- restrict transaction requests from certain locations; or
- restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity or inappropriate activity; if honouring the requested withdrawal or trade would create a material regulatory risk for Zipmex or its Affiliates (including, without limitation, due to applicable anti-money laundering, prevention of terrorist financing and/or sanction laws and regulations); or if Zipmex receives reasonable notice that your ownership of some or all of the Digital Currencies in your User Account is in dispute. In such circumstances, Zipmex may also suspend or cancel your User Account.
8.2 Error Correction
- You authorize Zipmex, in its sole and absolute discretion, to attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which Zipmex has discovered that there was an error, regardless of whether such error was caused by you, Zipmex or a third party.
- You acknowledge that Zipmex may consider a Trade to be erroneous when its price is substantially inconsistent with the market price at the time of execution. In making such a determination, Zipmex will take into account the circumstances at the time of the transaction and the interest of Zipmex and other market participants generally in preserving the integrity of the market and maintaining a fair and orderly marketplace. Factors that may be considered include, but are not limited to, suspicious trading activity, violations of these Terms, disruptions or malfunctions in the operation of the Zipmex platform or any relevant network or protocol, and the presence of other extraordinary market conditions or circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market.
- You acknowledge and agree that:
- Zipmex provides no guarantee or warranty that any attempt made to correct, reverse or cancel any Order, Trade or transfer under this clause 8.2 will be successful;
- a mere assertion by you that you made a mistake when entering an Order, or that you failed to pay attention to or update an Order, or any other similar assertion may not be sufficient to establish that the resulting transaction was erroneous;
- Zipmex may declare a transfer, Order or Trade to be null and void, in whole or in part, even if you (and, if applicable, the other party to a Trade) do not agree to cancel or modify it; and
- Zipmex will have no responsibility or liability for the error or any correction attempt under this clause 8.2.
- Where commercially and technically practicable to do so in the case of an error or mistake involving fiat currencies (as determined by Zipmex in its sole and absolute discretion), Zipmex may assist a User in taking steps to correct such an error or mistake, in which case a refund or correction fee (a “Refund Fee”) may be charged against the User’s User Account to compensate Zipmex for the costs incurred and resources used to assist in the correction of such error or mistake. Further information regarding the amount and calculation of a Refund Fee is set forth in the User Guide. Each User acknowledges that a User may not receive any refund if the Refund Fee is greater than the amount of such refund that has actually been recovered and such User shall be responsible for, and reimburse, Zipmex for any balance of the Refund Fee that remains unpaid or uncollected in such circumstances. Each User agrees that Zipmex may or may not assist a User in recovering any fiat currency by correcting such User’s error or mistake.
8.3 Support for Digital Currencies
- Zipmex retains the right, in its sole discretion, to determine whether to support the transfer, storage or trading of any Digital Currency using the Services. Under no circumstances should you attempt to use your Hosted Wallet services to store, send, request, or receive digital currencies in any form that are Unsupported Digital Currencies. Zipmex assumes no responsibility or liability in connection with any attempt to use the Services for Unsupported Digital Currencies.
- Zipmex may, in its sole discretion, terminate any Services and support for any Digital Currency at any time.
- Zipmex will, where permitted by law, use reasonable efforts to notify Users at least 14 days in advance of a decision to cease support of a Digital Currency.
- If you are notified by Zipmex of a decision to cease support of a Digital Currency, you acknowledge and agree that:
- you should transfer the affected Digital Currency out from your Hosted Wallet before the notified deadline; and
- if you do not transfer the affected Digital Currency out of your Hosted Wallet prior to the notified deadline, the Digital Currency may be lost due to your inability to access, transfer or otherwise control the Digital Currency.
- In accordance with its current policy on the treatment of a Digital Currency following a decision to terminate any Services and support for such Digital Currency, Zipmex will use reasonable efforts to take the following steps if you fail to timely transfer the affected Digital Currency out of your Hostel Wallet prior to the notified deadline:
- for a period of 90 days following the effective date of the cessation of support for the affected Digital Currency, Zipmex will support the continued holding of such Digital Currency in your Hosted Wallet;
- if the affected Digital Currency has not been transferred out of your Hosted Wallet within such 90-day period, Zipmex may (but shall not be required to) convert the Unsupported Digital Currency at current market rates to a Supported Digital Currency (typically a USD-backed stablecoin), and the fees and costs of effecting such conversion may be charged against and collected from your User Account;
- after any such conversion and the collection of applicable costs and fees, such replacement Digital Currency may be withdrawn to your designated external wallets with the support of Zipmex, subject to the provisions of clauses 6.6 and 8.6 and, if applicable, to the repeat application of this clause 8.3 if support for such replacement Digital Currency is later terminated; and
- in the event that Zipmex determines not to convert holdings of Unsupported Digital Currencies to Supported Digital Currencies in the manner contemplated above, Zipmex may elect to hold all such Unsupported Digital Currencies in a separate commingled wallet established for such purpose, subject to the imposition of an administrative fee and subject to the provisions of clauses 6.6 and 8.6.
- Zipmex shall not be liable for any losses, liability or expenses related to its decision to cease any support for any .Digital Currency or any action Zipmex may take under this clause 8.3.
8.4 Derivative Protocols
- Unless Zipmex notifies you or makes a public statement to the contrary, Zipmex does not support Derivative Protocols and you should not use your User Account to attempt to request, transfer, store, Trade or engage in any other type of transaction or functionality involving a Derivative Protocol.
- The Zipmex platform is not configured to detect and/or secure Derivative Protocol transactions and Zipmex shall have no responsibility or liability whatsoever with respect to any Derivative Protocol.
8.5 AML/KYC Compliance
You acknowledge and agree that:
- Zipmex’s anti-money laundering and ‘know your customer’ compliance program (“AML/KYC Program”) may be updated from time to time, including the procedures that Zipmex uses to verify its customers’ identities and residential addresses; and
- should there be any activities, practices, or transactions conducted by you which are in conflict with the foregoing AML/KYC Program, Zipmex may at its sole discretion suspend or cancel your User Account or otherwise exercise any of its rights set out in these Terms, including clause 11.1.
8.6 Unclaimed Property
If your User Account has been inactive for an extended period of time (as may be specified under applicable state or other laws), Zipmex will attempt to contact you using the contact information provided by you. If Zipmex is unable to locate you or you do not respond within thirty days (or such other time period as may otherwise be required by applicable state or other laws), Zipmex may be obligated to (i) report any remaining funds or property in your User Account as unclaimed property in accordance with applicable state or other laws and/or (ii) deliver any such unclaimed funds or property to the relevant state or other governmental authority in accordance with applicable state or other laws. In addition to such fees as may be imposed on dormant accounts in accordance with clause 6.5, if and to the extent permitted by applicable law, Zipmex reserves the right to deduct an administrative fee in relation to unclaimed funds or property.
8.7 Property Disputes
- If Zipmex receives notice that any Digital Currencies held in your Hosted Wallet are alleged to have been stolen or are otherwise not lawfully possessed by you, Zipmex may, in its sole discretion, place an administrative hold on the affected Digital Currencies or your Hosted Wallet.
- In the event that Zipmex places an administrative hold on some or all of your Digital Currencies or your Hosted Wallet:
- Zipmex may continue such hold until such time as:
- any dispute with respect to the ownership of the Digital Currencies has been resolved; and
- evidence of the resolution acceptable to Zipmex has been provided in a form acceptable to Zipmex;
- Zipmex will not involve itself in any such dispute or the resolution of the dispute; and
- Zipmex shall have no liability with respect to any such administrative hold under this clause 8.7, or for your inability to withdraw Digital Currencies or execute Trades during the period of any such hold.
- Zipmex may continue such hold until such time as:
8.8 LEN Off-Exchange Trades
In the case of the Digital Currency known as LINE Yen (LEN), Zipmex may engage in off-exchange (“over-the-counter”) trades with certain buyers and/or sellers of LEN at prices that may differ from market prices available on the Zipmex exchange. You acknowledge that such trading activity may have an impact on the liquidity of LEN trading available on the Zipmex exchange and/or on the market price of LEN on the Zipmex exchange.
8.9 Digital Currency Promotions
- Zipmex may run promotions (including marketing campaigns, special promotions, special offers, giveaways or airdrops) from time to time, and details about the events will be publicized on the Site or sent to the User’s email if the User has elected to receive marketing Communications. Subject to applicable laws, Zipmex may establish qualifying criteria to participate in any such promotions in its sole discretion, and Zipmex shall have no obligation to make any such promotions available to all customers. Zipmex may revoke, terminate, amend, retract, deny and/or withhold any such promotion at any time, with or without notice. Zipmex makes no recommendation and does not provide any advice about the value or utility of any Digital Currency subject to a promotion.
- If you wish to participate in any event contemplated under this clause 8.9, you undertake to be responsible for doing all things and taking all actions necessary to participate in the event.
- Without limitation to this clause 8.9, if new or additional Digital Currencies are provided (whether by “airdrop” or other means) to holders of a Digital Currency, you agree and acknowledge that:
- it would be your responsibility to claim the Digital Currencies and to designate the Hosted Wallet address for delivery of such Digital Currencies; and
- Zipmex has no responsibility to enable, facilitate or help with claiming or receiving any such Digital Currencies or other benefits.
- If Zipmex suspects that you (whether alone or with others) manipulated or abused (or attempted to manipulate or abuse) a promotion and/or otherwise acted in bad faith towards Zipmex, then Zipmex may, in its sole discretion and in addition to exercising other rights under these Terms, including clause 11.1, take any or all of the following actions: (i) temporarily or permanently block, suspend or terminate your access to the Services or any portion thereof and/or close your User Account, (ii) remove and/or deduct any reward or award which might have been granted to you (taking into account any loss sustained which will be fully recognized), (iii) remove and/or deduct any profits gained by you as a result of such manipulation or abuse, including by closing any open positions in the applicable User Account(s), and (iv) deny, withhold or withdraw from you such promotion and any future promotions. For the avoidance of doubt, in such circumstances, rewards, awards or any other bonus granted to you and any profit or gains obtained by you may be withheld, while any loss suffered by you will be recognized and sustained.
9. UNACCEPTABLE USE OR CONDUCT
- You agree that you will not:
- violate or attempt to violate (or assist in the violation of) any law, statute, regulation, ordinance, contract, Intellectual Property Right or other third-party right, or commit a tort while using the Services;
- violate or attempt to violate (or assist in the violation of) any sanctions program administered in the countries where Zipmex conducts business or provides Services, or engage in any activity involving the Services which would involve proceeds of any unlawful activity;
- use or attempt to use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
- use or attempt to use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, fictitious transaction, money-laundering, terrorist activities, market manipulation (including, without limitation, spoofing (i.e., using computer algorithms or other means, whether automatic or manual, to rapidly display and then cancel bids or orders to gain from changes in the price of a Digital Currency or trading pair) and wash trades (i.e., simultaneously submitting buy and sell orders for the same account or for different accounts with common beneficial ownership with the intent to avoid taking a bona fide market position or to otherwise negate market price or price competition)) or other illegal activities;
- use or attempt to use any robot, spider, crawler, scraper, or other automated means or interface not provided by Zipmex to access the Services or to extract data;
- use or attempt to use another person’s User Account without authorization;
- circumvent or attempt to circumvent any content filtering techniques Zipmex employs, or access or attempt to access any service or area of the Services that you are not authorized to access;
- introduce or attempt to introduce to the Services any malware, virus, Trojan horses, worms, logic bombs, or other harmful or deleterious material;
- develop any third-party applications that interact with the Services without Zipmex’s prior written consent, or unless otherwise agreed;
- engage or attempt to engage in any Prohibited Businesses (as set forth in Appendix A) in connection with your use of the Services, and your interactions with other Users and third parties; or
- engage or attempt to engage in any Conditional Uses (as set forth in Appendix A) in connection with your use of the Services, and your interactions with other Users and third parties, without first obtaining the prior written consent of Zipmex.
- If Zipmex reasonably believes that you have breached any of the provisions set out above, then Zipmex may, in its sole discretion and without giving prior notice to you, take such measures as it sees fit, including but not limited to deleting all or part of the information sent by you; and exercising any of its rights under these Terms, including clause 11.1.
- Zipmex shall not be liable for any damages or direct or indirect loss incurred by any User due to any measures taken by Zipmex under this clause 9.
- Unless otherwise required by law, Zipmex is not obligated to return any documents previously received from a User upon deletion of such User’s User Account.
- If Zipmex reasonably believes that a User has breached this clause 9 while using the Services, then Zipmex:
- may, at its discretion and without prior notice to such User, take measures to cancel and reverse the User’s transaction; and
- may make a claim against such User for profit obtained through the transaction and for damage incurred by Zipmex due to the transaction.
- You agree to pay Zipmex the fees described in Zipmex’s Fee Schedule (the “Fee Schedule”), as updated by Zipmex from time to time in its discretion, or as otherwise imposed in accordance with these Terms. The Fee Schedule is available at www.Zipmex.me/fees.
- Each Trade is subject to a fee (a “Trade Fee”), as set forth in the Fee Schedule.
- Zipmex reserves the right to adjust its Trade Fees and other fees (and any applicable waivers) at any time. Zipmex will post any update to the Fee Schedule before such update takes effect. Any update to the Fee Schedule will apply to Trades or other transactions that take place following the effective date of such updated Fee Schedule. You agree that by logging into your User Account or otherwise using the Services following any change to the Fee Schedule, you are agreeing to accept the new Fee Schedule.
- You authorize Zipmex to remove Digital Currency from your Hosted Wallet and/or amounts in your Fiat Wallet for any applicable fees owed by you under these Terms.
- You undertake to be responsible for paying all fees charged by:
- any third party service provider associated with any external account or External Address; and
- Zipmex for any transfers of Digital Currency.
11. CHANGES, SUSPENSION AND TERMINATION OF SERVICES
11.1 Remedies for Zipmex
- If you breach any of these Terms, Zipmex may take any action as it determines reasonably necessary to remedy or mitigate your breach, including, but not limited to, the following:
- delete all or part of any information transmitted by you;
- suspend or cancel your User Account without any prior notice to you; and
- confiscate Digital Currency or fiat currency funds owned by you without any prior notice to you.
- Zipmex shall in no event be responsible or liable for any damage incurred by you as a result of an action taken by Zipmex pursuant to this clause 11.1.
- Any right or remedy of Zipmex set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.
11.2 Changes to Services; Limitations on Services
Zipmex may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services. In addition, Zipmex may not make all the Services available in all markets and jurisdictions and may restrict or prohibit use of all or a portion of the Services from certain countries, states, territories or jurisdictions
11.3 Suspension or Termination of Services; Closure of Account
- Zipmex may, at its discretion and without liability to you, with or without prior notice and at any time and for any reason, temporarily suspend or restrict or permanently terminate your access to all or a portion of any Services or deactivate or cancel your User Account.
- You acknowledge and agree that Zipmex’s decision to take certain actions, including limiting access to, suspending, or closing your User Account, may be based on confidential criteria relating to its risk management and security protocols or any other criteria or business reason that Zipmex determines to keep confidential, and that Zipmex is under no obligation to disclose the details of its risk management, security procedures or business decisions to you or to advise you of the reason for any such action.
11.4 Limitation of Liability
WITHOUT LIMITING THE GENERALITY OF CLAUSE 15, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL ZIPMEX, OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, REPRESENTATIVES, SUPPLIERS, CONTRACTORS OR OTHER SERVICE PROVIDERS, BE LIABLE FOR: (A) LOSSES SUFFERED BY YOU OR ANY THIRD PARTY RESULTING FROM ANY MODIFICATION OF ANY SERVICES OR FROM ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO ALL OR A PORTION OF ANY SERVICES (WHETHER PURSUANT TO THIS CLAUSE 11 OR FOR ANY OTHER REASON); OR (B) ANY AMOUNT IN EXCESS OF THE VALUE OF THE DIGITAL CURRENCY ON DEPOSIT IN YOUR USER ACCOUNT; UNLESS THE LOSS, HARM OR DAMAGE WAS DUE TO FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY ZIPMEX OR ITS AFFILIATES.
11.5 Resumption of Services
If and when the Services resume following a suspension of the Services, you acknowledge that Digital Currency valuations and exchange rates may differ significantly from the valuations and rates prior to such suspension.
11.6 Effect of Termination
- In the event of the discontinuation of all Services or termination of your right to access any or all Services:
- all amounts payable by you to Zipmex will immediately become due;
- Zipmex may delete or deactivate your User Account and all related information and files in such account without liability to you; and
- Zipmex may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination.
- In the event of discontinuation or termination of all Services, Zipmex will use commercially reasonable efforts to provide you with a period of 90 days to remove the Digital Currencies from your Hosted Wallet, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority. If any Digital Currencies have not been transferred out of your Hosted Wallet within such 90-day period, such Digital Currencies may, subject to the provisions of clause 8.6, be handled in a manner consistent with clause 8.3(e). This clause 11.6 shall not apply where such termination or discontinuation is as a result of any breach of clause 2.2 (General Requirements) or 2.3 (Restricted Locations).
11.7 Survival of Termination
All provisions of these Terms which by their nature extend beyond the expiration or termination of your access to the Services shall survive such termination or expiration, including (without limitation) the following provisions:
- clause 3.4 (Voluntary Cancellation of User Account)
- clause 6.4 (Identity Verification);
- clause 8 (General Service Terms);
- clause 10 (Fees);
- clause 11 (Changes, Suspension or Termination of Services);
- clause 12 (Proprietary Rights);
- clause 13 (Third Party Content);
- clause 14 (Release and Indemnification);
- clause 15 (Disclaimers, Exclusions and Limitations); and
- clause 16 (General).
12. PROPRIETARY RIGHTS
12.1 Ownership of Zipmex Materials
Zipmex Materials, together with all Intellectual Property Rights in any of the Zipmex Materials, as between you and Zipmex, are owned by Zipmex.
- You may use the Zipmex Materials solely as authorized by Zipmex in connection with your use of the Services only for as long as Zipmex permits you to continue to access the Services. Any other use of the Site or the Services is expressly prohibited and all other right, title and interest in the Site is exclusively the property of Zipmex and/or its licensors.
- You must not:
- resell, lease, lend, share, copy, transmit, license, publish, distribute or otherwise permit any third party to use the Site, Services or Zipmex Materials or use the Site, Services or Zipmex Materials in any service bureau environment;
- modify or create derivative works of the Site, Services or Zipmex Materials, or any portion thereof;
- frame, display or incorporate the Site, Services or Zipmex Materials in any website or any other work of authorship;
- decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or Zipmex Materials;
- use the Site, Services or Zipmex Materials to design, develop or create any competing product or service;
- otherwise use the Site, Services or Zipmex Materials for any commercial or non-commercial purpose other than their intended purposes determined at Zipmex’s discretion; or
- attempt to engage in any conduct set forth in sub-clauses (i) through (vi) above.
- You acknowledge and agree that:
- “Zipmex” or any other product or service names, logos, and other marks used on the Site or Zipmex Materials, or otherwise in connection with the Services, are trademarks owned by Zipmex or its licensors; and
- you may not copy, imitate or use them without Zipmex’s prior written consent.
13. THIRD PARTY CONTENT
Zipmex may engage third party service providers to carry out certain activities relating to the Services, including (without limitation) to collect information to verify User identities and/or to process any fiat currency payments, including but not limited to payments in relation to your use of the Services or deposits or withdrawals from your Fiat Wallet.
You acknowledge and agree that:
- Zipmex does not control, endorse, or adopt any Third Party Content (including any Third Party Content that may be provided by Zipmex as a convenience);
- Zipmex shall have no responsibility for any aspect of the information, content, or services contained in any Third Party Content (even where such Third Party Content is accessible through or linked to the Site), including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable;
- your business dealings or correspondence with such third parties are solely between you and the third parties;
- Zipmex is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings; and
- your use of any Third Party Content, and your interactions with third parties is at your own risk.
14. RELEASE AND INDEMNIFICATION
- If you have a dispute with one or more Users of the Services, you release Zipmex, its Affiliates, and each of their respective shareholders, members, directors, officers, employees, attorneys, consultants, agents, representatives, suppliers, contractors and other service providers from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.
- You shall defend, indemnify, and hold harmless Zipmex, its Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, consultants, agents, representatives, suppliers, contractors and other service providers (collectively, “Indemnified Parties”) from and against any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense (including without limitation reasonable legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of, relating to or in connection with:
- your use of, or conduct in connection with, the Services;
- any Feedback or User content you provide;
- your breach of these Terms;
- your violation of any applicable law, rule or regulation, or the rights of any other person or entity; or
- any act or omission of any third party who has access to your User Account with or without your permission, authorization or consent;
unless the loss, harm or damage was due to fraud, gross negligence or wilful misconduct by Zipmex or its Affiliates.
- If you are required to indemnify any Indemnified Party, Zipmex (or, at Zipmex’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Zipmex wishes to settle, and if so, on what terms.
15.1 Disclaimer of Warranties
- To the maximum extent permitted under applicable law, including the Australian Consumer Law:
- the Site, the Services, the Zipmex Materials and any product, service or other item provided by or on behalf of Zipmex are provided on an “as is” and “as available” basis;
- Zipmex expressly disclaims, and you waive, any and all representations and warranties of any kind, whether express, implied or statutory, with respect to the foregoing, including, without limitation:
- Implied warranties of merchantability, fitness for a particular purpose, title or non-infringement;
- Warranties arising from course of performance, course of dealing or usage in trade; and
- Warranties that access to the site, the services or any Zipmex materials will be timely, continuous, or free of error.
Nothing in these Terms of Service limits any condition, guarantee or warranty imposed by the Australian Consumer Law, including any consumer guarantee rights that may apply.
- Without limiting anything in this clause 15, Zipmex does not represent or warrant that the Site, the Services or Zipmex Materials (including any historical Digital Currencies price data available on the Site) are accurate, complete, reliable, current, error-free or free of viruses or other harmful components.
Although Zipmex intends to provide accurate and timely information on the Site, the Site and the other Zipmex Materials may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to provide complete and accurate information, information may be changed or updated from time to time without notice, including without limitation information regarding Zipmex’s policies, products and services. If a change is material in nature, we will provide you with reasonable notice before the change takes effect. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and Zipmex shall have no liability for such decisions. To the extent that the Site provides access to market data or other information sourced from third parties, including historical price and supply data for Digital Currencies, such material is for informational purposes only and Zipmex makes no representations or warranties as to its accuracy.
- Zipmex does not guarantee the identity of any User or other party in connection with any Order or Trade. You should verify all transaction information prior to submitting Orders.
- Zipmex does not own or control the Underlying Technology, including the underlying protocols which govern the operation of Digital Currencies supported on Zipmex’s platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Zipmex platform, you acknowledge and agree (i) that Zipmex is not responsible for operation of the underlying protocols and that Zipmex makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the availability, value, function, and/or name of the Digital Currencies you store in the Zipmex platform and may result in the holding of an identical amount of Digital Currency associated with each branch of the forked protocol. In the event of a fork, you agree that Zipmex may temporarily suspend Zipmex operations with respect to the forked protocol (with or without advance notice to you) and that Zipmex may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Zipmex assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
15.2 Exclusion of Liability for Consequential or Similar Damages
- To the fullest extent permitted under applicable law, in no event will Zipmex, its Affiliates and their respective shareholders, members, directors, officers, employees, attorneys, consultants, agents, representatives, suppliers, contractors or other service providers be liable for any incidental, indirect, special, punitive, intangible, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss or diminution in the value of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with:
- any authorized or unauthorized use of the Site;
- any authorized or unauthorized use of the Services;
- the Zipmex Materials;
- these Terms;
- any performance or non-performance of the Services; or
- any other product, Service or other item provided by or on behalf of Zipmex;
unless the loss, harm or damage was due to fraud, gross negligence or wilful misconduct by Zipmex or its Affiliates.
- For the avoidance of doubt, the exclusion of liability in this clause 15.2:
- applies regardless of whether the damages or liabilities arose under contract, statutory strict liability or other theory; and
- is limited to, in each case, where Zipmex (or one of its authorized representatives) was advised of, or reasonably knew of or should have known of the possibility of such damages.
15.3 Additional Limitations of Liability
- Zipmex does not guarantee and is not liable (including for defect liability) with respect to trading Digital Currencies or the value, function, place of use, or intended use of Digital Currencies.
- Even if the User has, from Zipmex, directly or indirectly obtained information related to the Services or to another User, Zipmex will not guarantee the accuracy of any such information to the User except to the extent expressly set out in these Terms.
- Zipmex conducts services that provide a platform for trading Digital Currencies and is not obligated to execute and settle User’s Orders. If an Order of a User is not executed or settled for any reason or an event occurs that obstructs the formation or validity of an agreement (such as nullification, cancellation, or rescission of a formed purchase agreement), then Zipmex will not be liable to the User to compensate for damage.
- Each User shall be responsible for following the User Guide process in relation to the deposit and withdrawal of fiat currencies and/or Digital Currencies. Zipmex will not be liable for any loss incurred by a User resulting from (i) specifying an incorrect account number or other information for an account to which fiat funds are to be transferred (or from which fiat funds are to be withdrawn) in accordance with such User’s instructions, (ii) inputting or specifying the incorrect Digital Currency address in connection with any transfer or withdrawal of Digital Currencies (including the deposit of Digital Currencies to such User’s Hosted Wallet), or (iii) sending Unsupported Digital Currencies or tokens to such User’s Hosted Wallet. A User shall indemnify Zipmex and each of the other Indemnified Parties for all losses incurred by Zipmex or any such other Indemnified Party resulting from any act of such User specified in clauses (i) through (iii) above.
- Each User shall, at its responsibility and expense, investigate whether its use of the Service will violate a law or ordinance or will breach an industry association’s internal regulation or other rule that applies to such User. Zipmex does not guarantee that a User using the Services will conform to the laws, ordinances, industry association’s internal regulations, and other rules that apply to that User.
- Each User shall be solely responsible for handling and resolving any disputes including but not limited to disputes in connection with trading of the Digital Currency, the Services or the Site between the User and another User or a third party.
- To the extent permitted by law, Zipmex is not liable to you or any third party for any of the following:
- discontinuance, suspension, termination, unavailability, modification or alteration of the Services (or of your access to such Services);
- deletion or loss of a User’s messages or information;
- cancellation of a User’s registration;
- data loss or failure of or damage to equipment due to using the Services;
- fraudulent transactions and activities of a minor User who fraudulently holds himself/herself out to be of legal age;
- loss of Digital Currencies in connection with a hack of the exchange; or
- any other damage incurred by a User related to the Services.
- Even if the Site links to another website or the Site is linked to from another website, Zipmex is not, for whatever reason, liable for websites other than the Site or liable for information available on websites other than the Site.
- Zipmex may cancel a transaction concerning Digital Currencies in the Services due to system failure. Zipmex is not liable to compensate for damage incurred by a User due to cancellation or otherwise related to the Services.
- Zipmex is not liable to compensate for damage incurred by a User due to a future adoption, modification, revision or interpretation or administration by a relevant government authority or self-regulatory organization of:
- a law, ordinance, statute, rule, order, circular notice, municipal ordinance, guideline, or any other regulation that applies to Digital Currency or the trading, transfer or holding of Digital Currency; or
- a related tax system that includes a sales tax.
- Zipmex does not guarantee the value, stability, or legality of the Supported Digital Currencies. Zipmex is not liable for damage arising due to a User insufficiently understanding the nature, mechanisms, market operations, or any other characteristics or attributes of the Supported Digital Currencies.
16.1 Governing Law; Jurisdiction
- You agree that these Terms (including this clause 16.1) and any claim or dispute arising out of or in connection with the subject matter of these Terms are governed by the laws of Australia, without regard to principles of conflict of laws
- Subject to the provisions of clauses 16.10 and 16.11 governing Complaints, you agree to submit to the personal and exclusive jurisdiction and venue of Australia to determine any dispute or claim arising out of or in connection with the Services or these Terms or their subject matter, existence, negotiation, validity, termination or enforceability (including any non-contractual dispute or claim). You hereby irrevocably waive any and all rights to trial by jury with respect to any dispute or proceeding arising out of these Terms or relating to the Services, to the extent permitted by law.
- Except to the extent that your have rights that are protected by law to bring a later claim or cause of action, any claim or cause of action that you bring arising out of or related to use of the Site and/or the Services or these Terms should be filed within one (1) year after such claim or cause of action arose.
16.2 Zipmex Affiliates and Contractors
The Site and any Services may be operated or provided by Zipmex, its Affiliates or their respective independent service providers.
Zipmex’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver of any thereof. These Terms shall not be construed to waive rights that cannot be waived under applicable laws of the jurisdiction in which you are located, including without limitation applicable state money transmission laws.
With respect to any Digital Currencies you sell, transfer or deliver using the Services, you represent that you are the owner of such Digital Currencies with good and marketable title thereto and you have the absolute right to sell, assign, convey, transfer and deliver such Digital Currencies. You further represent that you are the lawful owner of any external wallet you may use to fund your User Account, receive withdrawals from your User Account or otherwise use to settle Trades, and that you have good title thereto and that such wallet is owned and operated solely for your benefit, and no person or entity other than you has any right, title or interest to or in any such wallet. You acknowledge and agree that Zipmex makes no representations or warranties as to good and marketable title with respect to Digital Currencies that you may purchase or receive in connection with your use of the Services, and Zipmex shall under no circumstances be liable for any title defects with respect to such Digital Currencies.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
16.6 Force Majeure
Zipmex will have no responsibility or liability for any failure, delay or interruption in any Services which results (directly or indirectly) from any cause, circumstance, event or condition beyond the reasonable control of Zipmex, including without limitation any significant market volatility, any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, strike or other labor dispute, accident, action of government, act of military authorities, act of terrorists, civil disturbance, interruption in telecommunications or Internet services or network provider services, power failure, equipment or software malfunction, or other catastrophe or any other occurrence which is beyond Zipmex’s reasonable control, or any loss or damage that you may incur as a result thereof.
- You may not assign or transfer any right or license to use the Services or any of your rights or obligations under these Terms without prior written consent from Zipmex, including by operation of law or in connection with any change of control. Any attempted transfer or assignment in violation hereof shall be null and void.
- Zipmex may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice and without obtaining your consent or approval, including (without limitation) to any Zipmex Affiliates or to any successor in interest of any business associated with the Services.
- Without limiting any of Zipmex’s rights under this clause 16.7, if Zipmex has transferred or delegated responsibility for any portion of the Services to another company or other entity, then Zipmex may, to the maximum extent permitted under applicable law, along with such transfer or delegation of responsibility, transfer to the transferee Zipmex’s rights and obligations under these Terms, Users’ registration information, and other customer information. Each User hereby agrees to such transfers and delegations, including transfers and delegations in the ordinary course of business as well as any transfer resulting from a merger, acquisition or other change of control with respect to Zipmex. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
16.8 Relationship of the Parties
Zipmex is an independent contractor, and nothing in these Terms shall be deemed to cause you and Zipmex to be treated as partners or joint venturers or to have any similar relationship, nor shall either party be deemed an agent of the other party (except as otherwise expressly provided herein).
If you have any Feedback or general questions, please contact Zipmex via https://zipmex.com/au/contact-us/. When you contact Zipmex, please provide your name, address, and any other information Zipmex may need to identify you, your User Account, and the transaction on which you have feedback or questions. If you believe your User Account has been compromised, you may also report your claim by contacting [email protected].
16.10 Formal Complaint Process
If you have a dispute with Zipmex (a “Complaint”), you agree to contact Zipmex through its support team to attempt to resolve any such dispute amicably. You may contact Zipmex’s customer support team via its Customer Support webpage, in writing at https://zipmex.com/au/contact-us/, if you and Zipmex cannot resolve the dispute through the Zipmex support team, you and Zipmex agree to use the formal complaint process set forth below in clause 16.11 or any internal dispute resolution process which we may establish for handling complaints which out customer support team tell you about or for which details are made available on our website. You agree to use this process before filing any small claims action or other court action or seeking resolution in any applicable external dispute resolution (EDR) scheme which is able to hear your claim. If you do not follow the procedures set out in clause 16.11 before making a claim with an EDR Scheme, filing a small claims action, or taking any other court action, Zipmex shall have the right to ask the court or EDR scheme to dismiss or suspend your filing or your claim unless and until you complete such steps.
16.11 Procedural Steps for Complaints
- In the event that your dispute with Zipmex is not resolved through your contact with the Zipmex support team, you agree to use our Complaint form to describe your Complaint, how you would like us to resolve the Complaint, and any other information related to your dispute that you believe is relevant. The Complaint form can be found on the Site at https://zipmex.com/au/contact-us/ or can be requested from the Zipmex customer support team.
- Zipmex will acknowledge receipt of your Complaint form after you submit it. A Zipmex customer service representative (“Representative”) will review your Complaint. The Representative will evaluate your Complaint based on the information you have provided and information in the possession of Zipmex and/or its Affiliates or service providers. Within 15 Business Days of our receipt of your Complaint form, the Representative will address the issues raised in your Complaint form by sending you an email in which the Representative will: (i) offer to resolve your Complaint in the way you requested; (ii) make a determination rejecting your Complaint and set out the reasons for the rejection; or (iii) offer to resolve your Complaint with an alternative resolution. In exceptional circumstances, if the Representative is unable to respond to your Complaint within 15 Business Days for reasons beyond Zipmex’s control, the Representative will send you a communication indicating the reasons for the delay in answering your Complaint, and specifying the deadline by which the Representative will respond to your Complaint, which will be no later than 35 Business Days from Zipmex’s receipt of your Complaint form.
- If Zipmex cannot resolve the dispute through the formal complaint process set forth in clauses 16.11(a) and (b), you and Zipmex agree that any dispute arising out of or relating to these Terms or the Services, may be brought only in Australia.
- To the extent permitted under applicable law, the prevailing party in any court action may be entitled to costs and attorneys’ fees.
16.12 Entire Agreement; Conflicts
- In the event of any conflict between these Terms and any other agreement you may have with Zipmex, these Terms will prevail unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
16.13 Separately Negotiated Agreements
To the extent permitted by applicable law, Zipmex may from time to time enter into separately negotiated agreements (which may include side letters or other written communications) with certain Users. Such agreements may supplement or modify certain of these Terms as they apply to the particular User. This may include supplemental or modified provisions regarding, among other matters, (i) economics, fees and funding in relation to a User Account, (ii) access to particular market information (which may not be generally available to other Users at all or in the same level of detail or within the same timeframe), or (iii) appointment of a User or its representative to any advisory committee or other User representative bodies that Zipmex may establish from time to time. Any such separately negotiated agreements will be entered into in Zipmex’s sole discretion and based on such factors as Zipmex deems to be relevant. You acknowledge that such agreements are generally not available to all, or any particular subset of, Users. Factors that may be considered by Zipmex include, but are not limited to: (1) actual or planned volume of trading activity by a particular User and (2) any specific or unique legal, tax or regulatory obligations or requirements that may be applicable to a particular User. The existence and terms of any such separately negotiation agreement with another User shall not affect the validity or enforceability of these Terms as between you and Zipmex, and you shall not have any rights or legal recourse against Zipmex or any other User that receives supplemental or modified terms or rights as a result of a separately negotiated agreement.
Any information you receive about another User through the Services must be kept strictly confidential. Unless such other User expressly consents otherwise, you may use such information only in connection with the Services (as reasonably necessary to execute a Trade or transfer or to carry out other actions incidental thereto), and you may not disclose such information to any third party.
16.15 Legal Process
You acknowledge and agree that Zipmex, as well as its Affiliates and service providers, and their respective officers, directors, agents, employees and representatives (such Affiliates, service providers and other persons, collectively, the “Zipmex Service Providers”) may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process which Zipmex or any of the Zipmex Service Providers reasonably and in good faith believes to be valid in connection with or relating to the Services utilized by you or the fiat currency or Digital Currency held in your User Account or any transaction in such fiat currency or Digital Currency.
Zipmex and the Zipmex Service Providers may, but are not required to, notify you of any such process by electronic communication. Zipmex and any Zipmex Service Provider may charge you for associated costs, in addition to any legal process fees.
You agree to indemnify, defend and hold harmless Zipmex and each Zipmex Service Provider from and against all actions, claims, liabilities, losses, costs, attorneys’ fees or damages associated with their compliance with any process that any of them reasonably believes in good faith to be valid in connection with or relating to the Services utilized by you or the fiat currency or Digital Currency held in your User Account or any transaction in such fiat currency or Digital Currency. You further agree that Zipmex and any Zipmex Service Provider may honor any such legal process, regardless of the method or location of service.
16.16 Modification of Terms; E-Signature and Electronic Communications Consent
- Except as otherwise explicitly set forth herein, Zipmex may modify these Terms (including policies, disclosure statements, schedules and FAQs referenced herein) by providing reasonable notice of such changes. This may include, but is not limited to, sending you an email, providing notice through the Services, providing a revised version of the Terms (or the applicable policy, disclosure statement, schedule or FAQ) on the Site or updating the “Last Updated” date at the top of these Terms (or the applicable policy, disclosure statement, schedule or FAQ). The specific method or methods of notification will be in Zipmex’s sole discretion acting reasonably, and the use of a particular form of notice in some instances does not obligate Zipmex to use the same form in other instances.
- Any revised version of the Terms posted on the Site shall be effective at the time posted (or, if applicable, on such later date as may be indicated at the time of such posting).
- Zipmex reserves the right to require your affirmative assent and continuing acceptance of these Terms from time to time as a condition of logging into your User Account. By continuing to access or use the Services, you confirm your agreement to the modified Terms.
- If you do not agree to any modification to these Terms, your sole and exclusive remedy is to terminate your use of the Services and close your User Account.
- Zipmex encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
- In order to access and retain electronic Communications, you will need to comply with minimum technical specifications that Zipmex may impose from time to time, including (without limitation) those specified in the User Guide.
- You may withdraw your consent to receive Communications electronically by contacting Zipmex using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/. If you withdraw your consent to receive electronic Communications at any time (or fail to provide consent), Zipmex may close your User Account or charge you reasonable additional fees for delivery of hard copies.
- You acknowledge and agree that if Zipmex attempts to provide any electronic Communication to you using any of the methods set forth in this clause 16.16, and you do not receive an electronic Communication because your email address on file with Zipmex is incorrect or out of date (or is blocked by your service provider), or because you are unable to receive electronic Communications for any reason, Zipmex will be deemed to have provided the Communication to you. You may update your information by logging into your User Account and visiting settings or by contacting Zipmex’s Customer Support group using the form provided on the Site’s Support page at https://zipmex.com/au/contact-us/. Notwithstanding anything in this clause 16.16, if any email communication is returned as undeliverable, Zipmex retains the right, without further attempting to contact you in any other manner, to block your access to your User Account until you provide and confirm a valid new email address.