Appendix: HTX Trading Bots Service Agreement

 

1. HTX Trading Bots Service

 

The HTX Trading Bots Service (hereinafter referred to as the “Trading Bots Service”, “we” or “us”) allows its users (hereinafter referred to as “Users” or “you”) to use trading tools, known as “Trading Bots”, to execute transactions of Digital Assets (as defined herein) in an automated manner on a user’s behalf, based on a pre-determined set of instructions, strategy and/or methodology (the “Trading Bots Service”). The Trading Bots Service is available in respect of Digital Assets in users’ Trading Bots Account(s), which may be a separate account and/or a sub-account of your Futures Account (the “Trading Bots Account(s)”). This HTX Trading Bots Service Agreement (“Agreement”) shall apply to all the Trading Bots Service offered on the Platform. For convenience, you and us are hereby collectively referred to as “both Parties” and individually as “each Party”.

 

All terms and references used in this Agreement which are defined in the HTX Platform User Agreement (“User Agreement”) but are not defined in this Agreement shall have the same meaning and construction in the terms of this Agreement.

 

This Agreement is supplementary to the User Agreement and its terms shall be read together with the User Agreement, guides, Platform rules, announcements or any other information on the Platform that we may publish from time to time. In the event of any conflict between the terms of this Agreement and the User Agreement, the User Agreement shall prevail.

 

2. General Terms

 

You shall read this Agreement carefully before using the Platform to access the Trading Bots Services and seek independent legal advice if necessary. If you do not agree with or understand this Agreement, please log out of your Platform Accounts immediately and cease to use the Trading Bots Service. By clicking on “Confirm”, "I Agree", creating your Platform Accounts, accessing your Platform Accounts or using the Trading Bots Service, you shall be deemed to have understood, bound by and agreed in full with the Agreement, including any modifications made to this Agreement from time to time.

 

All headings herein are exclusively for the convenience of wording and are not intended to expand or limit the content or scope of the terms and conditions of this Agreement. All information on the Platform and this Agreement are provided on an “as is” and “as available” basis, with no further promises made by us. Headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.

 

3. Definitions

 

“Agreement” means the HTX Trading Bots Service Agreement.

 

 

“AML/CTF” means anti-money laundering/counter terrorism financing.

 

“Business Days” means a day other than a Saturday, Sunday or a day gazetted as a public holiday when the banks are open for the transaction of business.

 

“Compensation” has the meaning as described in clause 13.

 

“Dealing with your Platform Accounts” has the meaning as described in clause 4.4.

 

“Digital Assets” means a digital representation of value that can be digitally transferred, stored and traded which is supported by the Platform.

 

“Fees” has the meaning as described in clause 9.

 

“Grid” has the meaning as described in clause 6.

 

 

“KYC” means know-your-customer.

 

“Market Misconduct” has the meaning as described in clause 10.

 

“Parameters” has the meaning as described in clause 6.

 

“Platform” means the HTX Platform.

 

“Platform Accounts” has the meaning as described in clause 1.

 

“Pre-Closing Period” has the meaning as described in clause 4.4.

 

“Registration Data” has the meaning as described in clause 4.1.

 

“Services” has the meaning defined in the User Agreement.

 

“Trading Bots” has the meaning as described in clause 1.

 

“Trading Bots Service” has the meaning as described in clause 1.

 

“Transaction” has the meaning as described in clause 4.2.

 

“User Agreement” means the HTX Platform User Agreement.

 

“Users” means the users of the Platform.

 

4. Platform Accounts

 

4.1 Platform Account Creation

 

To be eligible to create a Platform Account, you confirm that you are a natural person, a legal person or any other entity with the authority to enter into this agreement and use the Services (as defined in the User Agreement) in compliance with all applicable laws, rules and regulations. You shall not create a Platform Account for the purposes of violating any applicable laws, rules and regulations and/or undermine the Services provided on the Platform.

 

Should you not be eligible to create a Platform Account, we reserve the right to refuse your registration for a Platform Account and if you have already created a Platform Account, we shall have the right to suspend, terminate and/or close your Platform Account without any advance notice to you and hold you accountable for any adverse consequences arising therefrom. We reserve the right to reject any applications to create a Platform Account at our sole discretion, including, but not limited to Platform Accounts relating to political and/or public figures or to comply with AML/CTF laws and regulations.

 

To create a Platform Account, you shall provide the information necessary to fulfil the Platform’s KYC procedure, which may include:

 

(i) a valid email address;

 

(ii) a mobile phone number;

 

(iii) your real name;

 

(iv) identification documentation; and

 

(v) any other information as required by us to create and maintain your Platform Accounts,

 

together, the “Registration Data”.

 

In the event where your mobile phone number requires any registration with your real name, you shall complete such registration process before providing the mobile phone number to us. You shall be responsible for and bear any losses, direct or indirect, and any adverse consequences arising from the lack of such registration.

 

You are responsible for updating the Registration Data and ensure that it is accurate at all times. You shall be responsible for the authenticity, integrity and accuracy of the Registration Data and bear any direct or indirect loss and adverse consequences arising from any inaccuracies of your Registration Data.

 

After we verify and approve the creation of your Platform Account, you can transfer your Digital Assets to your Platform Accounts and use the Services. You agree to receive emails and/or messages sent by us relating to the management and operation of the Platform.

 

4.2 Platform Account Usage

 

You have the right to use your Platform Accounts to access the Platform to use the Services, including:

 

(i) to browse the real-time quotes and transaction information of Digital Assets on the Platform;

 

(ii) to submit Digital Asset transactions, whether to trade or otherwise (each, a “Transaction”);

 

(iii) to complete Transactions;

 

(iv) view the information provided to Users with your Platform Account;

 

(v) participate in activities organised by us in accordance with the relevant rules of the activity; and/or

 

(vi) other Services, including the Trading Bots Service, that we may offer to you from time to time.

 

4.3 Platform Account Security

 

Unless with our consent, you shall not assign your Platform Accounts to any other person, whether through a donation, loan, lease, transfer or otherwise.

 

We are under no obligation to issue any replacement Digital Assets in the event that any Digital Assets, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.

 

4.4 Suspension, Termination or Closure

 

We reserve the right to suspend certain or all Services to your Platform Accounts, freeze the Digital Assets in your Platform Accounts, terminate your Platform Accounts, close your Platform Accounts and/or notify the relevant authorities (“Dealing with your Platform Accounts”) if:

 

(i) we reasonably believe that we need to do so in order to protect our reputation;

 

(ii) use of your Platform Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Platform Account activity;

 

(iii) you are not eligible to create a Platform Account in accordance with clause 4.1;

 

(iv) when you create a Platform Account on behalf of a legal entity and you are not an authorised person to act on behalf of such legal entity;

 

(v) we decide, in our sole discretion, that you are not suitable to use the Services;

 

(vi) you are not the person as stated in the Registration Data associated with your Platform Account;

 

(vii) you do not log into your Platform Account for an uninterrupted period of 1 year;

 

(viii) you use your Platform Account to engage in illegal or illegitimate activities, such as money laundering and bribery;

 

(ix) you use your Platform Account to engage in market manipulative activities, improper transactions or other illicit trading activities such as money laundering, smuggling and commercial bribery; and/or

 

(x) you are in breach of this Agreement or any other applicable laws, rules and regulations.

 

Notwithstanding the above, we reserve the right to close and terminate your Platform Account by providing you with 7 Business Days’ notice. Thereafter, you shall have 7 Business Days to take any necessary actions, including cancelling any orders or making any Transactions (“Pre-Closing Period”). After the end of the Pre-Closing Period, we shall have the right to cancel your orders and return the Digital Assets in your Platform Account to you. Notwithstanding anything in this Agreement, if your Platform Account has been closed in accordance with this clause, all remaining account balance (which includes charges and liabilities owed to us) will be immediately payable to us.

 

We shall not be liable for any adverse consequences and/or losses associated with our Dealing with your Platform Accounts.

 

We maintain full custody of the Digital Assets, funds and User information/data which may be turned over to governmental authorities in the event of a Platform Account’s suspension or closure arising from fraud investigations, investigations of violation of law or violation of this Agreement.

 

5. Deposits, Custody, Withdrawals and Transfers

 

The Trading Bots Service is available only in connection with the Digital Assets that we support, which may change from time to time. Under no circumstances should you use your Platform Account to store, send, request, receive or trade in Digital Assets in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Platform Account for Digital Assets that we do not support. We provide the Trading Bots Service to you and we are not a party to any Transactions of Digital Assets as a buyer or seller. The Trading Bots Service does not include any deposit, withdrawal or custody of any fiat currencies.

 

Unless otherwise stated on the Platform or in this Agreement, all Digital Assets held in your Platform Account are held by us on a custodial basis. This means that:

 

(i) title to the Digital Assets shall remain with you and not transfer to us. As the owner of the Digital Assets is your Platform Account, you shall bear all risk of loss of such Digital Assets. We do not represent or treat assets in Platform Accounts as belonging to us;

 

(ii) except as required by relevant authorities or otherwise stated in this Agreement, we will not sell, transfer, loan, hypothecate or otherwise alienate the assets in your Platform Account unless instructed by you or compelled by a court of competent jurisdiction to do so;

 

(iii) you control the Digital Assets in your Platform Account. At any time, subject to outages, downtime and other applicable policies, you may withdraw your Digital Assets by sending it to a different HTX account and/or different blockchain address controlled by you or a third party; and

 

(iv) your Digital Assets are segregated from our own Digital Assets or funds by way of separately ledger accounting entries for you and our accounts. Notwithstanding the foregoing, we shall not have any obligation to use different blockchain addresses to store Digital Assets owned by you and by other customers or by us.

 

We reserve the right to set and adjust the limits on daily trading volume and withdrawals based on our internal considerations, which include any investigations by the relevant authorities, the security and/or the state of the relevant Digital Asset networks and/or any Loans (as defined herein) that are due and payable.

 

6. Trading Bots Function

 

The Trading Bots function in your Trading Bots Account(s) allows you to set a price range wherein the Platform will assist you to set buy and/or sell orders for Digital Assets within the specified price range (“Grid”). The Grid shall include parameters including but not limited to:

 

(i) the upper limit;

 

(ii) the lower limit;

 

(iii) number of grids;

 

(iv) initial capital;

 

(v) take profit level; and

 

(vi) stop loss level,

 

together, the “Parameters”.

 

You may either set the Parameters manually, copy the Parameters of other Users or select the recommended inputs by the Platform.

 

7. General Disclaimers

 

The Trading Bots Service is not, and shall not be construed as, investment advice or a substitute for personalized financial advice. HTX makes no representation or warranty as to the operation or outcomes of the use of the Trading Bots Service and shall not be liable to you for any loss that might arise from or in connection with your use of the Trading Bots Service. HTX makes no representation or warranty as to any particular Trading Bot, strategy, input and/or trading parameter, and shall not be liable for your selection of any recommended inputs by the Platform.

 

In using the Trading Bots, you are solely responsible for exercising your own judgment and determining whether or not the Trading Bots Service is suitable for your needs. It is also your sole responsibility to independently assess the features of any Trading Bot, strategy, input and/or trading parameter and to make selections based on your individual needs and risk tolerance, amongst other factors.

 

In using the Trading Bots Service, you agree that:

 

1. you understand and agree to the relevant risk disclosure and disclaimer statements;
2. you acknowledge that trading in the markets involves significant risk. Past performance is not indicative of future results, and there is no guarantee that the Trading Bots Service will achieve any particular level of performance, effectiveness or results, or that you will not incur losses. You understand that investing and trading involves a substantial risk of loss. You may lose some or all of the funds in your Trading Bots Account(s) and Platform Account(s), and you should only invest capital that you are willing and able to lose.
3. you have taken and passed the Trading Bots knowledge test (where applicable);
4. you will exercise your own judgment and independent assessment in relation to any recommended inputs by the Platform in respect of the Trading Bots. We shall not be liable for any losses caused by your selection of recommended inputs by the Platform;
5. we shall not be liable for any losses through Transactions executed through the Trading Bots, including but not limited to losses resulting from market conditions, trading strategies or unforeseen events. In such event(s), you agree to hold HTX harmless from any claims, losses or damages.
6. you shall be solely responsible for monitoring and managing the Trading Bot(s) you choose to use; and
7. the expected yield displayed on the website is an estimation and not a guarantee. We are not liable for any difference between the estimated expected yield and your actual profit or loss through your use of the Trading Bots.
8. HTX cannot guarantee that the Trading Bots Service is free of defects. Hence, you agree that any failures in software, hardware, internet connection, any distortion and delays arising therefrom and any other potential defects in the Trading Bots Service provided by HTX do not constitute any breach of contract or duties by HTX. Where necessary, you agree to cooperate with HTX in resolving any such defects or issues.
9. HTX does not guarantee full compatibility with all software and hardware systems, nor accuracy of its software and services. In the event of incompatibility or software errors, you should immediately cancel, disable and/or discontinue the use of the relevant Trading Bots and contact HTX for technical support.
10. You acknowledge that the Platform is not responsible for any outcomes, losses, or gains resulting from the trades executed by the Trading Bots. The HTX platform makes no representation or warranty regarding the availability, reliability, or suitability of the Trading Bots.
11. You understand and acknowledge that HTX shall not be held liable for any issues that may arise during your use of any part of the Trading Bots Service including any trading conducted therefrom, including, but not limited to, any indirect, incidental, special, or consequential damages (including, but not limited to, loss of profits), or any trading disputes arising from the use of the Trading Bots.
12. You understand and acknowledge that, to the maximum extent permitted by law, HTX is not liable for any consequential, incidental, indirect, exemplary, special, or punitive damages, regardless of whether such damages are foreseeable and whether or not you have been informed of the possibility of such damages. It is advised to always do your own research before using the Trading Bots Service.
13. You understand that trading activities under the Trading Bots Service is subject to applicable laws, regulations and market rules. You agree to comply with all relevant laws and to provide any necessary documentation or information as may be required.

 

8. Calculations

 

Notwithstanding anything in this Agreement and the trading rules of the Platform and unless otherwise stated by us, you agree that all calculations performed by the Platform are final and conclusive.

 

9. Fees and Premium

 

You shall promptly pay any fees, interest and commission owed to us and/or our service providers (“Fees”) in such manner that we may stipulate from time to time with respect to your use of the Trading Bots Service. We shall have the sole discretion to amend the Fees without prior notice to you and it is your sole responsibility to ensure you are aware of the Fees associated with the Trading Bots Service.

 

You agree that all Fees owed may be settled by deducting the relevant amounts from your Trading Bots Account(s) or other Platform Accounts you may have with us and you agree that any Fees owed is a debt immediately due and payable to the relevant party.

 

In the event you are unable to pay any of the Fees when they are due in the relevant Digital Asset owed, we shall have the right to effect payment or repayment in any other Digital Asset that you have in your Trading Bots Account(s), Platform Accounts or other account with us at an exchange rate as determined by us at the time of repayment.

 

Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by us relating to your use of the Trading Bots Service shall be borne by you.

 

10. Market Misconduct

 

You must not under any circumstances engage in any conduct which we determine to be market misconduct (“Market Misconduct”), including, but not limited to:

 

(i) engage in any form of market manipulation, such as spoofing orders, false trading or price rigging;

 

(ii) by taking any action which creates a false or misleading appearance of trades or prices;

 

(iii) taking any action to maintain an artificial price or manipulate the price;

 

(iv) disclosing false or misleading information about the Platform; and/or

 

(v) taking or omitting to take actions which would constitute fraud.

 

We shall have the discretion to use surveillance systems to monitor your activity on the Platform and shall take any action which we deem necessary to address any actual or potential Market Misconduct.

 

11. API Access

 

Subject to your eligibility, you may be offered API access to use the Services on the Platform. We reserve the right to limit, suspend or terminate any API access granted to you. Where using APIs to access the Services, you agree that we shall not be liable for any losses incurred in your use of the relevant API.

 

 

12. Termination and Remedies for Breach

 

We shall have the right at any time to terminate any or all Services offered by us to you, including the Trading Bots Service, in accordance with this Agreement and this Agreement shall terminate on the relevant date of termination of all Services. You shall have the right to terminate your use of the Services provided by us at any time and this Agreement shall terminate on the relevant date of your termination of use of the Services. Upon termination of this Agreement, you agree that you shall not have the right to require us to continue to provide the Services to you or perform any other obligation, including, but not limited to, requesting us to keep or disclose to you any information in your Platform Accounts, or to disclose to you or any third party any information therein that is not read or sent.

 

13. Breach of Agreement

 

In the event you breach this Agreement or any applicable laws, rules or regulations, you shall be liable to us for compensation of our losses and damages, and shall bear all expenses we incur in connection with such breach, including any legal fees (“Compensation”). In the event the Compensation is unable to cover our losses, you shall be liable for the additional amounts in excess of the Compensation.

 

For the avoidance of doubt, the termination of this Agreement shall not prevent the non-breaching party from demanding the breaching party to assume liabilities arising other than from this Agreement.

 

14. Notices and Communications

 

Users undertake to refer to the announcements, materials and information on the Platform regularly and promptly. We will not be held responsible or liable in any manner of compensation should you incur personal losses arising from negligence of not referring to the announcements, materials and information.

 

15. Miscellaneous

 

(i) Assignment

 

The rights and obligations agreed in this Agreement shall be equally binding on the assignees, the heirs, executors and administrators of the Parties hereto who benefit from the rights and obligations. Without our consent, you may not transfer to any third party any of your rights or obligations hereunder, provided, however, we may, at any time, assign our rights and obligations under this Agreement to any third party with 30 days’ notice to you.

 

(ii) Force Majeure

 

Where we fail to provide any Services or delay in providing such Services due to circumstances not within our control such as information network equipment maintenance, information network connectivity failures, computer errors, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labour disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the digital asset market, actions by governments, judicial or administrative authorities, other acts that are not within our control or beyond our inability to control, or due to causes on the part of third parties, we shall not assume any responsibility for such failure to provide the Services to you or delay in providing the Services, or for the resultant loss you may sustain as a result of such failure or delay.

 

(iii) Relationship of Parties

 

This Agreement is only binding on the rights and obligations between you and us and does not involve legal relations and legal disputes arising from and relating to Transactions between the users of this Website, and between other parties and you.

 

Nothing in this Agreement shall be deemed to have created, implied or otherwise treated us as your agent, trustee or other representative, unless it is provided otherwise in this Agreement.

 

(iv) Entire Agreement

 

If any provision of this Agreement is found unenforceable, invalid or illegal by any court of competent jurisdiction, validity of the remaining provisions of this Agreement shall not be affected.

 

(v) Amendment

 

We reserve the right to modify or update the rules of the Trading Bots Service at any time and may suspend the Trading Bots Service at any time if necessary. By continuing to use the Trading Bots Service and the HTX Platform, you agree to comply with and accept the latest HTX rules, agreements, disclaimers and terms of use.

 

We reserve the right to determine, amend or modify any content of this Agreement at any time at our sole discretion. The date and time displayed at the “Last updated on” section of this Agreement shall refer to the timing of any changes to the provisions contained herein and the contents of this Agreement. The amended agreement will take effect immediately upon announcement on the Platform. Although we have taken reasonable measures to ensure the accuracy of the information on the Platform, we do not guarantee the degree of such accuracy or bear any loss arising directly or indirectly from the information on the Platform or from any delay or failure caused by failure to connect with the internet, transmit or receive any notice and information.

 

You shall be responsible for being updated with the amendments to this Agreement. If you do not agree with the amendments, stop using the Services immediately. Any continued use of the Services shall be deemed as you agreeing to the terms of this Agreement.

 

(vi) Survival

 

All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will continue to be binding and operate after the termination or expiration of this Agreement.

 

(vii) No Waiver

 

Our or your waiver of the right to hold the other Party liable for breaches of this Agreement or any other liability as is agreed upon in this Agreement shall not be construed or deemed as a waiver of the right to hold the other Party for other breaches of contract. Any failure to exercise any right or remedy shall not be construed in any way as a waiver of such right or remedy.