SQUARE OPTION TOKEN AGREEMENT
This SQUARE OPTION TOKEN AGREEMENT (this “Agreement”) is entered by and between you (also referred to herein as “Client”) and Smart Vega Holding Limited, an entity incorporated in the Republic of Seychelles (“We” or “Company”, and together with you, the “Parties” and each a “Party”). This Agreement sets forth the terms and conditions under which you invest in the Square Option Token (the “Square Option Token” or “Product”) from the Company. By clicking “[agree]”, you agree that you read, understand, and accept all of the terms and conditions contained in this Agreement, the BIT platform User Agreement (https://www.bit.com/userAgreement) (the “Platform Agreement”) and our privacy policy (available at https://www.bit.com/privacyPolicy) (the “Privacy Policy”). If you have any question regarding the Square Option Token and/or this Agreement, please contact our customer service by sending email to [[email protected]].
AS WITH ANY ASSET, THE VALUE OF CRYPTO CURRENCIES CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN CRYPTO CURRENCIES OR RELATED PRODUCT. YOU SHOULD CAREFULLY CONSIDER WHETHER PURCHASING AND HOLDING SUCH PRODUCT IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. YOU HEREBY AGREE THAT THE COMPANY, IN PROVIDING THE PRODUCT, HAS NOT ACTED AND IS NOT ACTING AS A FIDUCIARY AND HAS NOT PROVIDED (OR HELD ITSELF OUT AS PROVIDING) RECOMMENDATIONS OR ADVICE WITH RESPECT TO PARTICULAR INVESTMENT DECISIONS.
DEFINITION
As used in this Agreement, the following terms shall have the following respective meanings:
“Account Balance” means the Crypto Currency balance you have in your BIT Account. Your Account Balance shall exceed the Investment Amount you intend to invest in the Square Option Token. Your use of your BIT Account is governed by the relevant Platform Agreement between you and BIT. Your BIT Account is hereby designated by you to receive the Settlement Amount when the Square Option Token is due.
“Affiliate” shall mean, in respect of a person, any entity, individual, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such person.
“Confidential Information” means any information concerning or referring in any way to the business of one Party, whether or not disclosed to or acquired by the other Party through or as a consequence of performance of this Agreement. For purposes of this Agreement, Confidential Information consists of information proprietary to one Party which is not generally known to the public and which in the ordinary course of business is maintained by such Party as confidential. By way of example and without limitation, Confidential Information consists of computer software, trade secrets, patents, inventions, copyrights, techniques, designs, and other technical information in any way concerning or referring to scientific, technical or mechanical aspects of one Party’s products, concepts, processes, machines, engineering, research and development. Confidential Information also includes, without limitation, information in any way concerning or referring to such Party’s business methods, business plans, forecasts and projections, operations, organizational structure, finances, customers, funding, pricing, costing, marketing, purchasing, merchandising, sales, products, product information, suppliers, customers, employees or their compensation, data processing, software and all other information designated by such Party as “confidential,” whether or not marked or labelled “confidential”.
“Crypto Currency” shall mean a medium of exchange that employs cryptographic principles to secure transactions and control the creation of new units. It is a form of digital currency (or virtual currency).
“Expiry Date” shall mean the date agreed by Parties when the Square Option Token is due.
“Force Majeure” shall mean any event or occurrence whatsoever beyond the reasonable control of that Party, which delays, prevents or hinders that Party from performing any obligation imposed upon that Party under this Agreement, including to the extent such event or occurrence shall delay, prevent or hinder such Party from performing such obligation, war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, landslides, avalanches, floods, hurricanes, explosions and regulatory and administrative or similar action or delays to take actions of any governmental authority.
“Investment Amount” shall mean an amount that Client intends to invest in the Square Option Token.
“BIT” means BIT Exchange Platform. Your Account with BIT shall be referred to as your “BIT Account”.
“Order Status Page” means a page in the Order System Client will be directed to, which shows the status of the Purchase Order after Client confirms the investment.
“Settlement Amount” shall mean the amount to be received by the Client upon expiration of the Square Option Token in accordance with the option settlement rules.
SQUARE OPTION TOKEN TERMS
Square Option Token Order System
The Company provides you online access to its proprietary electronic order system (the “Order System”) for purchasing the Square Option Token. Any access to and use of the Order System will be subject to the terms of this Agreement, and any other policies, procedures, announced by the Company from time to time.
Rules
For each Square Option Token, you may specify the quantity of Square Option Token (subject to your Account Balance and the purchase quantity limit set by the Company) you intend to purchase on the order page (“Order Page”) Once your order (the "Purchase Order") is confirmed by the Company, the Investment Amount will be deducted from your BIT Account. The terms of a specific Square Option Token are subject to the stipulations on the Order Status Page of the Order System. Prior to the expiration of the Square Option Tokens, you may transfer your Square Option Tokens through the Company's designated platforms and pages. If you choose to hold your Square Option Tokens till expiration, they will be settled in accordance with the specific option settlement rules, and the specific Settlement Amount will be automatically settled to your BIT Account. You understand that upon settlement at expiration, the tokens will be automatically canceled, meaning that you will no longer hold the tokens.
Procedures
The following procedures shall apply to your investment in the Square Option Tokens:
You may enter the Product Page (the “Product Page”) for the Square Option Tokens you intend to invest, which lists the key terms of the Square Option Tokens, including but not limited to the Expiry Date and exercise price.
You may specify the quantity of the Square Option Tokens you intend to invest in the Order Page and by clicking “Purchase” (or other phrases of equivalent meaning) button in the Order Page, you represents that you confirm and accept the terms specified in the Order Page, and you will be directed to the “Order Status Page”:
If the Order Status Page shows “Failed” (or other phrases of equivalent meaning), it means there is no binding Purchase Order executed by and between the Company and you. Such failure may happen due to the Company’s rejection to the Purchase Order you submitted, computer malfunction, network congestion, market data error or some other reasons. Both Parties understand and agree that no Party shall be liable for such transaction failure and the Company shall have right to reject any Purchase Order in its sole discretion.
If the Order Status Page shows “Success” (or other phrases of equivalent meaning), it means a binding Purchase Order is deemed to have been executed by and between you and the Company with the term specified in the Order Status Page, and the Company shall have right to deduct the Investment Amount from your BIT Account immediately.
If the Order Status Page shows “Processing” (or other phrases of equivalent meaning), it means there is a Purchase Order executed by you pending to be accepted by the Company. Once it is accepted by the Company, you will be directed to the Order Status Page that shows “Success” (or other phrases of equivalent meaning); if the Purchase Order was not executed by the Company, you will be directed to the Order Status Page that shows “Failed” (or other phrases of equivalent meaning).
Once a Purchase Order is executed by both Parties, Client shall have no right to cancel such Purchase Order or request to withdraw the Investment Amount.
No Liability for Data Transmission Speed; Obvious Error of Purchase Order
You hereby understand and agree that the Company has no responsibility for the speed or inaccuracy of the data transmission. You agree that if the Company determines that the Purchase Order executed by you and the Company contains an obvious error, then the Company shall have the right to cancel the Purchase Order within one (1) hour after the execution of the Purchase Order. If the Company cancels the Purchase Order pursuant to this Section 2.4, the Company will immediately notify you upon such cancellation and return the Investment Amount to your BIT Account if the deduction has already been made.
GENERAL TERMS
KYC/AML Requirement
You hereby agree and understand that you shall be required to successfully complete our client onboarding process pursuant to our KYC/AML Policy before investing in the Square Option Tokens.
Account Security
You are solely responsible for ensuring the security of the passwords (or other security devices) to access your account. All the Purchase Order(s) executed through your account is deemed as valid offer(s) executed by you. The Company shall not be responsible for any risks and losses incurring from false, embezzled or illegal use of the account, password and other information because of your fault.
Taxes
Each Party will be responsible for the taxes that may be imposed or levied on it in connection with this Agreement and/or the transactions hereunder.
License
The Company hereby grants you, for the term of this Agreement, a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use the Order System pursuant to the terms of this Agreement. The Company or its licensors retain all rights, title and interest in and to the Order System, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to you hereunder. Nothing in this Agreement constitutes a waiver of any of the Company’s rights under the intellectual property laws of the Republic of Seychelles or any other jurisdiction or under any other federal, state, or foreign laws.
Data
With respect to any data or information that the Company provides to you in connection with your use of the Order System and your investment in the Square Option Tokens, you hereby agree that:
You will use such data or information solely for the purpose set forth in this Agreement and in Compliance with all applicable statutes, regulations, rules, judgments, orders, decrees, rulings, charges and other restrictions of any government, governmental agency, or court (“Applicable Law”);
You will not distribute, retransmit, display or otherwise disclose or make available such data or information to third parties except as required by Applicable Law; and
You will not enhance, alter or make derivative works from such data or information, or combine such data or information with any other information without the prior written consent of the Company.
Right to Monitor
The Company reserves the right, in its sole discretion, to monitor all uses of the Order System to ensure compliance with the Applicable Law, this Agreement and the policies and procedures of the Company and its Affiliates from time to time.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to the Company as follows, which representations and warranties will be deemed repeated each time you use the Order System and/or execute a Purchase Order of Square Option Tokens with the Company:
Powers
You have the requisite power to electronically execute this Agreement and/or the Purchase Order of Square Option Tokens and to perform your obligations under this Agreement and/or the Purchase Order, and this Agreement and/or the Purchase Order is valid and binding upon you.
True and Complete Information
All information in any form you provided to the Company is true and complete in all aspects, except to the extent that you have provided notice of any change to the Company.
No Violation or Conflict
Your electronic execution, delivery and performance of the Agreement and/or the Purchase Order executed by you do not violate or conflict with any law applicable to you, and/or any contractual restriction binding on or affecting you or any of your assets you use to invest in Square Option Tokens.
Compliance
Your investment in Square Option Tokens will comply with all Applicable Law.
INDEMNIFICATION
Without duplication of any other rights to recovery or indemnity set forth in this Agreement, you shall indemnify and defend the Company against, and shall hold the Company harmless from, any loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, tax or expense (collectively, “Losses”, including reasonable attorney’s fee) caused by or resulting from your breach of this Agreement.
KEY RISK FACTORS AND DISCLAIMER
THIS PRODUCT IS NOT AVAILABLE TO PERSONS WHO HAVE NO EXPERIENCE IN INVESTING IN OPTIONS
THE SQUARE OPTION TOKEN IS NOT A CRYPTO CURRENCY, AND IT IS NOT ON THE CHAIN AND IS NOT ISSUED IN LIMITED QUANTITIES. THE "TOKEN" NATURE OF THE SQUARE OPTION TOKEN IS LIMITED TO THE FACT THAT IT CAN BE TRADED LIKE ANY OTHER TOKEN, IN A SPECIFIC SPOT MARKET. DUE TO THE UNIQUE NATURE OF THE SQUARE OPTION TOKEN, WE DO NOT RECOMMEND IT TO THOSE WHO ARE NEW TO OPTION PRODUCTS. BEFORE PURCHASING THIS PRODUCT, YOU SHOULD CONFIRM THAT YOU UNDERSTAND THE NATURE OF THE OPTION PRODUCTS AND THAT YOU ARE AWARE OF THE RULES OF THIS PRODUCT. IF YOU ARE UNSURE ABOUT THE NATURE AND RULES OF THE OPTION PRODUCTS, YOU SHOULD CONSULT A PROFESSIONAL.
MARKET RISK
SQUARE OPTION TOKENS ARE HIGHLY SUSCEPTIBLE TO MARKET VOLATILITY AND THEIR NON-LINEAR NATURE MAY RESULT IN A RAPID DECLINE IN THEIR VALUE. THE TOTAL RETURN RECEIVED BY THE CLIENT IN SQUARE OPTION TOKENS MAY BE SUBSTANTIALLY LESS THAN THE MARKET VALUE OF THE AMOUNT INVESTED BY THE CLIENT.
LEVERAGE RISK
IF YOU CHOOSE TO INVEST IN SQUARE OPTION TOKENS USING LEVERAGE, YOU WILL ALSO BE EXPOSED TO LEVERAGE RISK. UNDER MARKET CONDITIONS THAT ARE CONTRARY TO YOUR EXPECTATIONS, YOU MAY LOSE YOUR ENTIRE INVESTMENT AMOUNT.
LIQUIDITY RISK
ALTHOUGH THE COMPANY PROVIDES A PLATFORM FOR CLIENTS TO TRANSFER THEIR SQUARE OPTION TOKENS PRIOR TO THE EXPIRY DATE, MARKET MAKERS MAY NOT BE ABLE TO PLACE PENDING ORDERS DURING EXTREME MARKET CONDITIONS, RESULTING IN A LACK OF LIQUIDITY FOR THE TOKENS. THEREFORE, THE COMPANY DOES NOT GUARANTEE THAT YOUR TOKENS WILL ALWAYS BE TRANSFERABLE OR WILL BE TRANSFERRED AT YOUR IDEAL PRICE.
MARKET MAKER RISK
YOU UNDERSTAND THAT THE COMPANY WORKS WITH MARKET MAKERS TO HEDGE THE SQUARE OPTION TOKENS YOU PURCHASE. MARKET MAKERS MAY HAVE RISKS SUCH AS HEDGING ERRORS AND ACCOUNT LIQUIDATION UNDER EXTREME MARKET CONDITIONS. IF THE MARKET MAKER BECOMES INSOLVENT, THE COMPANY WILL TAKE OVER THE MARKET MAKER'S TRADING ACCOUNT. AT THIS TIME, USERS MAY FACE THE RISK OF EARLY REDEMPTION OF THE SQUARE OPTION TOKENS, AND THE AMOUNT OF FUNDS THAT USERS WILL RECEIVE DEPENDS ON THE REMAINING ASSETS OF THE MARKET MAKER'S ACCOUNT. THEREFORE, THERE MAY BE A RISK THAT THE TOKENS WILL NOT BE FULLY REDEEMED UPON SETTLEMENT.
NO WARRANTY
ORDER SYSTEM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE ORDER SYSTEM, INCLUDING WITHOUT LIMITATION, THE WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING, THAT THE ORDER SYSTEM WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND THAT ANY INFORMATION PROVIDED BY YOU WILL BE SECURE AND NOT LOST OR DAMAGED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE ORDER SYSTEM IS BORNE BY YOU, TO THE EXTENT SUCH RISK IS NOT DUE TO THE COMPANY’S WILFUL MISCONDUCT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE ORDER SYSTEM IS AUTHORIZED HEREUNDER EXCEPT AS PERMITTED UNDER THIS AGREEMENT.
TERM AND TERMINATION
This Agreement is effective as of the date of execution and shall remain in effect until the termination of this Agreement by either Party at any time, for any reason or no reason, upon one (1) month written notice to the other Party. This Agreement will automatically terminate if the Client does not purchase any of the Products for a period of 12 consecutive months. Any termination of this Agreement shall be without prejudice to any Purchase Orders that have been signed by both Parties through the Order System prior to termination.
FORCE MAJEURE
In case the Company fails to fulfill its obligations under this Agreement because of Force Majeure, the Company shall not be responsible or liable to you for any and all of your damages or liabilities caused by or incidental to such Force Majeure.
CONFIDENTIALITY AND NON-DISCLOSURE
Confidentiality
The Client understands the nature of the Confidential Information, and shall conserve the Confidential Information and shall not provide, transfer or disclose the Confidential Information to any third parties, shall not use the Confidential Information beyond the assumed scope of this Agreement, and shall not carry out any activities which are contradictory to the nature of confidentiality in relation to the Confidential Information; provided, however, the above shall not apply to the following:
Where the Client has a duty of disclosure or disclosure is requested by Applicable Law;
When there is a prior written consent by the Company; and
In case of disclosure to its employees or specialists such as lawyers, certified public accountants, auditors, and tax accountants, etc. (provided, however, that the Client shall notify the Company of such disclosure without delay).
Exceptions
The above duty of confidentiality shall not apply to the following information:
Information which is already known to the public at the time of the disclosure;
Information which is already rightfully held by the Client at the time of the disclosure;
Information lawfully disclosed by an authorized third party without bearing the duty of confidentiality after disclosure; or
Information which becomes known to the public not as a result of an unlawful act of or an event ascribed to the Client who receives such information, after disclosure.
MISCELLANEOUS
Governing Law
This Agreement shall be governed in all respects by the laws of the Republic of Seychelles without regard to conflicts of law principles.
Successors and Assigns
Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the Parties hereto whose rights or obligations hereunder are affected by such amendments. The Company may assign its rights or delegate its obligations under this Agreement to its Affiliate.
Amendments and Waivers
The Company may amend or modify this Agreement at any time by posting the revised agreement on its official website and/or providing a copy to you (a “Revised Agreement”). The Revised Agreement shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Order System and/or your continued execution of Purchase Order after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Order System and stop executing Purchase Order. You understand your termination of using the Order System and executing Purchase Order does not relieved you from any obligation you have hereunder or any liability for a breach of this Agreement or for any misrepresentation hereunder. If the Revised Agreement includes a material change, we will endeavor to provide you advanced notice via the Company’s official website and/or email before the material change becomes effective.
Delays or Omissions
No delay or omission to exercise any right, power or remedy accruing to the Company upon any breach or default of the Client under this Agreement, shall impair any such right, power or remedy of the Company nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Company of any breach or default under this Agreement or any waiver on the part of the Company of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or by law or otherwise afforded to the Company shall be cumulative and not alternative.
Interpretation; Titles and Subtitles
This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
Change of Control
In the event that the Company is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Severability
Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement.
Dispute Resolution
In the event you and us are unable to settle a dispute regarding this Agreement, such dispute shall be exclusively submitted to the competent Court of the Republic of Seychelles.
Survival
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
Translation
If this Agreement is translated into a language other than English, and if the translated version is different from the English language version, the English language version will take precedence.