In the event of a conflict between this Agreement and the General Market Rules with respect to use of Margin Services, this Agreement will supersede and control.
Please carefully review these terms and conditions in the Agreement as we may change or amend them at any time at our sole and absolute discretion. Any changes to this Agreement will be in effect as of the date referred to at the top of this page. You acknowledge and agree that the form and nature of the Margin Services, and any part of it, may change from time to time without prior notice to you, and that we may add new or remove existing features and change any part of the Margin Services.
IF ANY PROVISION OF THIS AGREEMENT ARE UNACCEPTABLE TO YOU, DO NOT USE OR CONTINUE TO USE THE BITMART MARGIN SERVICES. YOUR CONTINUED USE OF THE MARGIN SERVICES FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
YOU SHOULD BE AWARE MARGIN TRADING IS RISKY. BEFORE TRADING ON MARGIN, IT IS IMPORTANT TO UNDERSTAND THE SPECIFIC AND UNIQUE RISKS OF MARGIN TRADING. MARGIN TRADING IS NOT SUITABLE FOR EVERYONE. YOU SHOULD EXAMINE YOUR INVESTMENT OBJECTIVES, FINANCIAL RESOURCES AND RISK TOLERANCE TO DETERMINE WHETHER BORROWING AGAINST YOUR ASSETS HELD WITH BITMART IS APPROPRIATE FOR YOU. THE INCREASED LEVERAGE THAT MARGIN PROVIDES MAY HEIGHTEN BOTH THE RISKS AND REWARDS OF PURCHASING DIGITAL ASSETS. IF THE DIGITAL ASSETS IN YOUR MARGIN ACCOUNT DECLINE IN VALUE, SO DOES THE VALUE OF THE COLLATERAL SUPPORTING YOUR LOAN, AND, AS A RESULT, BITMART CAN TAKE ACTION, SUCH AS ISSUING A MARGIN CALL AND SELLING DIGITAL ASSETS IN ANY OF YOUR ACCOUNTS, IN ORDER TO MAINTAIN THE REQUIRED MARGIN LEVEL IN YOUR ACCOUNT. IN SUCH AN EVENT, YOU MAY EXPERIENCE LOSSES GREATER THAN THE VALUE OF THE DIGITAL ASSETS PURCHASED ON MARGIN. YOUR FAILURE TO SATISFY A MARGIN CALL MAY REQUIRE BITMART TO LIQUIDATE OR SELL DIGITAL ASSETS IN YOUR ACCOUNT. AS DIGITAL ASSET MARKETS ARE OPEN 24 HOURS A DAY, 7 DAYS A WEEK, MARGIN CALLS AND LIQUIDATIONS MAY OCCUR AT ANY TIME, INCLUDING OUTSIDE OF NORMAL BUSINESS HOURS. BITMART HAS THE RIGHT TO DECIDE WHICH DIGITAL ASSETS TO SELL IN ORDER TO PROTECT ITS INTERESTS. ANY SALE OF DIGITAL ASSETS MAY CHANGE YOUR ASSET ALLOCATION AND MAY RESULT IN CAPITAL GAINS THAT ARE SUBJECT TO CAPITAL GAINS TAX. YOU DO NOT HAVE A RIGHT TO AN EXTENSION OF TIME TO MEET MARGIN REQUIREMENTS, EVEN IF BITMART ELECTS TO MAKE SUCH AN EXTENSION AVAILABLE.
1.Definitions and Interpretation
1.1 The following definitions are applicable to the terms of this Agreement:
“Applicable Law” means all relevant or applicable statutes, laws, rules, regulations, notices, orders, bye-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organization in relation to which BitMart is a member, or BitMart or a relevant BitMart account, service, or transaction is subject to, or otherwise).
“Cross Margin Trading” and “Isolated Margin Trading” mean the types of margin trading services provided by BitMart to you as detailed in the Margin Trading User Guide.
“Manifest Error” means any error, omission or misquote (whether an error of BitMart or any third party) which is manifest or palpable, including a misquote by any representative of BitMart taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on a transaction entered into with BitMart (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.
“Margin” means any digital assets and/or digital currencies deposited with or held by BitMart as security or credit support in a Margin Account for any transactions or your obligations under this Agreement.
“Margin Account” includes an Isolated Margin Account (including a master account and sub-accounts for different trading pairs) and a Cross Margin Account maintained or to be maintained by BitMart for you for the purpose of the Margin Services provided by BitMart to you.
“Margin Call” means the request issued by BitMart to you, to top up any shortfall of Margin in the Margin Account.
“Margin Level” in respect of a Margin Account (also referred to as “Risk Ratio” in respect of an Isolated Margin Account), means the total value of Margin in that Margin Account divided over the sum of the total value of the Margin Loan in that Margin Account and Interest.
“Margin Loan” is as defined in Clause 4.1.
“Liquidation Level” or “Liquidation Ratio”, in respect of Isolated Margin Trading and Cross Margin Trading, means the Margin Level or Risk Ratio as prescribed by BitMart from time to time in the Margin Trading Rules (as defined below) which will result in BitMart selling or disposing of any or all Margins in the applicable Margin Account(s) to satisfy the applicable margin requirements.
1.2 The headings are inserted for convenience only and shall not affect the construction of this Agreement. Expressions in the singular form shall include the plural and vice versa, and all references to the masculine genders shall include the female and neuter genders and vice versa.
1.3 The words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import, and “otherwise” shall not be construed as limited by words with which it is associated.
2. Trading Rules
By accessing your Margin Account, you agree to be bound by the trading rules applicable to Isolated Margin Account and Cross Margin Account set forth in the Margin Trading User Guide which shall form part of this Agreement (collectively, the “Margin Trading Rules”).
3.1 You shall deposit, maintain in each Margin Account and/or otherwise provide BitMart with Margin in such form and amounts, at such times and in respect of such Margin Account as BitMart may from time to time in its sole and absolute discretion require, whether or not such requirement of BitMart is identical to or reflects or is greater than an applicable margin requirements of any governmental body or self-regulatory organisation in any jurisdiction (including any exchange) which is required to be maintained by BitMart and/or you.
3.2 A list of digital assets and digital currencies approved by BitMart to be eligible as Margin will be prescribed by BitMart and certain digital assets and digital currencies may only be valued as Margin on a discounted basis. BitMart may (but shall not be obliged to) notify you of any changes to the list of eligible digital assets and digital currencies or discounts applied to the valuation thereof prior to those changes taking effect. Such notice shall indicate the effective date for those changes.
3.3 The value of any Margin shall be as determined by BitMart in its sole and absolute discretion.
3.4 Where applicable, you acknowledge and agree that separate Margin shall be provided by you in respect of each Margin Account (for the purpose of Isolated Margin Account, each sub-account shall be deemed as a separate Margin Account) as BitMart may require, and that the Margin in respect of each Margin Account shall be treated as separate for the purposes of this Agreement. Upon specific instructions provided by you, BitMart may (but is not obliged to) transfer all or part of the Margin held by BitMart for you in respect of any Margin Account to any other BitMart Account or to utilize such Margin for any purposes as required by you.
3.5 BitMart may establish margin requirements in respect of its margin trading services and such margin requirements (including Margin Levels) will be set out in the Margin Trading Rules. BitMart may, in its sole and absolute discretion, with or without notice to you, vary the margin requirements (including the Margin Level) for any Margin Account at any time and by any level, and may also stipulate that such margin requirements shall apply to existing positions as well as new positions in the Transactions affected by such change. Any written notice from BitMart stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event. You acknowledge that BitMart may, in certain market conditions, effect an immediate change in Margin limits or levels and/or require additional Margin to be deposited immediately or within a specified period of time which may be less than 24 hours, and waives any right to object on the grounds that such requirement is unreasonable. No previous margin requirements shall set a precedent or bind BitMart.
3.6 If BitMart determines that additional Margin is required, you shall deposit with BitMart such additional Margin immediately upon demand, provided that, notwithstanding any such demand for additional Margin, BitMart may at any time exercise its rights under Clause 8 (Default and Termination). In making such determination in respect of the Margin provided for any Margin Account, BitMart shall not be required to take into consideration Margin held by BitMart for you in respect of any other Margin Account.
3.7 You acknowledge that Margin may be held and used to secure the performance of your obligations as well as for such other purposes as the Applicable Laws may permit or stipulate for the Transactions traded.
3.8 All Margin shall be held by BitMart, notwithstanding any provision or instructions to the contrary, as continuing security and shall be subject to a general lien and right of set off in favour of BitMart for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to BitMart under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety, and BitMart may realize any of your Margin as provided for in this Agreement.
3.9 BitMart shall be entitled to deposit, pledge, repledge, hypothecate, re-hypothecate, invest or loan any Margin in whatever form provided by BitMart or otherwise, and shall not be under any obligation to notify you of the same nor account to you for any interest, income or benefit that may be derived therefrom. No interest shall be paid on any type of Margin deposited by you with BitMart and you acknowledge and agree that interest earned on the Margin deposited under this Agreement may be retained by BitMart for its own account and benefit. BitMart shall at no time be required to deliver to you the identical property delivered to or purchased by BitMart as Margin for the Margin Account(s) but only property of substantially the same kind and amount, subject to adjustments for quantity and quality variations at the market price prevailing at the time of such delivery. BitMart shall not be liable to you for the loss of any Margin resulting directly or indirectly from the closure, bankruptcy, insolvency, liquidation, receivership or other events of a similar nature of any broker, market association, or body with which the Margin is deposited or pledged.
3.10 You shall at your own cost and at BitMart’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as BitMart may require for the purposes of this Agreement, including but not limited to perfecting BitMart’s rights to the Margin provided by you.
3.11 BitMart may deposit in BitMart’s general account or any other account, any of your Margin and may commingle such Margin with the digital currency, digital assets, currencies and properties of BitMart or of some other person(s).
3.12 All Margin shall be held subject to BitMart’s general rights in respect of your digital currencies and digital assets.
4. Margin Loan
4.1 Subject to the terms of this Agreement, BitMart agrees to provide to you, and you may obtain from and return to BitMart from time to time, digital assets and digital currencies to support your transactions (each such provision of digital Assets and digital currencies, a “Margin Loan”). No Margin Loan shall occur unless you meet or exceed any minimum balance requirements imposed by BitMart for your Margin Account.
4.2 BitMart shall have the right to reduce, cancel or vary and from time to time review a Margin Loan and nothing in this Agreement shall be deemed to impose on BitMart any obligation at law or in equity to make or continue to make available to you a Margin Loan.
4.3 If granted, a Margin Loan shall only be used by you for financing a Transaction provided always that you shall satisfy the required Margin Level as prescribed by BitMart from time to time in the applicable Margin Trading Rules.
5. Margin Level And Margin Call
5.1 You agree to maintain in your Margin Account, at all times during the term of the Margin Loan, a specified minimum amount of digital assets and digital currencies approved by BitMart to qualify as Margin for the purpose of satisfying the required Margin Level(s) as prescribed by BitMart from time to time.
5.2 If at any time your Margin Account does not contain the amount of Margin required to meet the necessary margin requirements as prescribed by BitMart (including the necessary Margin Level), you agree to transfer additional Margin to your Margin Account whether or not a Margin Call has been made by BitMart to satisfy such margin requirements.
5.3 You acknowledge that if the Margin Level falls below the Liquidation Level, BitMart may and shall be fully entitled (but shall not be obliged) to sell or dispose of any or all Margins in the applicable Margin Account(s) in order to satisfy the Margin Level prescribed by BitMart for compliance by you, whether or not a Margin Call has been made (“Liquidation”), and BitMart is not required to, and will not, provide notice before commencing Liquidation.
5.4 You give BitMart the authority and discretion to sell or dispose of any or all Margins in any manner as stated in Clause 5.3 above.
5.5 You further acknowledge and agree that (i) you shall be liable for all commission and transaction costs relating to the Liquidation, (ii) you shall be liable for any losses resulting from the Liquidation, and (iii) BitMart shall not be liable for any losses resulting from the Liquidation should BitMart exercise any or all of its rights under this Clause 5.
5.6 Failure of BitMart to exercise any or all of its rights under this Clause 5 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall BitMart be subject to any liability to you for its acts or its failure to so act.
5.7 You acknowledge and agree that it is your sole responsibility to monitor the margin requirements (including Margin Level) in and for your Margin Accounts. All open positions of your Margin Accounts shall be marked-to-market daily, or at more frequent intervals as BitMart may determine in its sole and absolute discretion.
5.8 Upon receipt of a Margin Call, you should transfer additional Margin to your Margin Account(s) as soon as practical to avoid risk of Liquidation.
5.9 You acknowledge and agree that BitMart may (but shall not be obliged to) make Margin Calls on you in respect of any of your Margin Account orally or in writing or in such other manner as BitMart may in its sole and absolute discretion deem appropriate. Without prejudice to the generality of the foregoing, you acknowledge and agree that BitMart may contact you via telephone at any of the telephone number provided by you to BitMart for the purposes of any Margin Calls and you shall make yourself available at such telephone numbers. If BitMart fails to reach you at any such telephone numbers, you shall be deemed to have defaulted on the Margin Call and BitMart may at any time exercise its rights set out in Clause 8 (Default and Termination). For the avoidance of doubt, BitMart shall be entitled (but not obliged) to make Margin Calls on you in respect of any of your Margin Account(s).
5.10 You acknowledge and agree that if the sale or disposal of the Margin as stated in Clause 5.3 is insufficient to repay the Margin Loan and any accrued interest thereof, you shall be liable for any shortfall of digital assets owed by you to BitMart.
5.11 As digital asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours. You further agree and acknowledge that the prices of digital assets are volatile and thus may decline speedily in value.
6. Repayment Of Margin Loan
6.1 You shall repay any Margin Loans by selling some or all of the digital assets in your Margin Account. To the extent permitted under Applicable Laws, BitMart may, in its sole and absolute discretion, apply the proceeds from the sale of any digital assets in your Margin Account, first to the payment of any interest then due, then to any outstanding fees, commissions, charges or other expenses then due to BitMart, and then to the payment of any principal amount outstanding on the Margin Loans. You agree and acknowledge that only after all outstanding Margin Loans are repaid would the sale of a digital asset or an incoming transfer of funds result in a positive balance in the Margin Account.
6.2 You acknowledge and agree that the longer the term of the Margin Loan, the higher the accrued interests and related fees, commission and/or charges that BitMart may charge to you in respect of such Margin Loan.
7. Fees, Interest, Commissions And Charges
7.1 You shall promptly pay all of BitMart’s fees, interest, commissions and/or other charges at such rates and in such manner as BitMart may impose and stipulate from time to time with respect to the execution and/or performance of any Transaction or otherwise for the maintenance of any Margin Account or the provision of any service or Margin Loan to you or in connection with any Margin Account. BitMart reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, commissions and charges. Fees, interest, commissions and other charges may be quoted on requested, posted on BitMart’s website or mobile application or individually notified via post or other modes of communication as BitMart in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.
7.2 You shall make payment to BitMart promptly of any outstanding sum in respect of any Transaction on the due date of the relevant Transaction or upon demand by BitMart.
7.3 All commissions, fees, charges or sums to be payable from you to BitMart may be settled by BitMart at its sole and absolute discretion on the day they fall due by debiting your BitMart Account (including your Margin Account) with the relevant amount payable by you. In the event that there are insufficient digital assets in your BitMart Account (including your Margin Account), you acknowledge that any amount due and payable from you under this clause is a debt immediately due and owing by you to BitMart.
7.4 Subject to Clause 7.5, interest charged on any Margin Loan shall be at the interest rates prescribed in the Margin Trading Rules (“Interest Rates”). If at any time and for any reason whatsoever, the Interest Rates made under this Agreement exceed the maximum rate of interest permitted to be charged by BitMart to you under Applicable Laws, you and BitMart agree that such Interest Rates will be reduced automatically to the maximum rate of interest permitted to be charged under Applicable Law.
7.5 BitMart shall be entitled at its sole and absolute discretion to charge interest on any sum or payment due to BitMart from you (including any Margin Loans) at such rate and calculated and/or compounded in such manner as BitMart may impose and determine from time to time and to debit any BitMart Account (including any Margin Account) in respect of the interest due.
7.6 All payments to BitMart shall be in the digital currency or digital assets as solely determined by BitMart and free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to BitMart shall be increased by such amount as shall result in BitMart receiving an amount equal to the amount BitMart should have received in the absence of such deduction or withholding.
7.7 Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by BitMart in connection with you or your Margin Account shall be reimbursed by you.
7.8 If for any reason BitMart cannot effect payment or repayment to you in a particular digital currency or digital assets in which payment or repayment is due, BitMart may effect payment or repayment in the equivalent in any other digital currency selected by BitMart based on a rate of exchange solely determined by BitMart in respect thereof at the relevant time.
7.9 All interest, fees, commissions and other charges of BitMart are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to you.
8. Default And Termination
8.1 A “Default” shall be deemed to occur if:
(a) your Margin in the Margin Account falls below the margin requirements as prescribed by BitMart in the applicable Margin Trading Rules;
(b) any representation, warranty, agreement or undertaking made by you to BitMart (whether under or in connection with this Agreement (including without limitation clause 10 (Your Representations, Warranties, Agreement and Undertakings)), the Margin Trading Rules, the General Market Rules or otherwise) or any other material statement made by you in or in connection with the same being untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform BitMart of the true position as soon as reasonably practicable.
(c) you have failed to comply with or perform any of your obligations hereunder or in respect of any Margin Account or Transaction or under this Agreement, the Margin Trading Rules, or the General Market Rules (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, the Margin Trading Rules or the General Market Rules or in respect of any Margin Account or transaction thereon) or has breached or is being investigated by the relevant authorities for breaching any Applicable Laws.
(d) you fail to promptly provide BitMart with verification of your identity or status or the identity or status empowered by you to act on your behalf or information and/or documents in relation to credit checks and assessments conducted by BitMart.
(e) (in the event that you are an individual), you shall become deceased, bankrupt, of unsound mind or insane, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;
(f) (in the event that you are acting on behalf of a partnership) any of the partners thereof shall become deceased, bankrupt or insane, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;
(g) (in the event that you are acting on behalf of a corporation) the corporation shall be unable to pay its debts as and when they are due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
(h) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), or steps are taken by any person to enforce any security against you;
(i) you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
(j) BitMart has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity;
(k) BitMart determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of BitMart;
(l) Unless alternative arrangements have been made between you and BitMart with reference to a specific absence by you, at any time BitMart is not able to contact you within 24 hours using reasonable means and contact points known to BitMart;
(m) BitMart forms the view, in good faith, that it should take action in order to preserve its rights or interests under any BitMart Account or Margin Account or under its relationship with you;
(n) BitMart reasonably believes that any of the circumstances set out under Clauses 8.1(a) to (m) above are likely to happen and BitMart also reasonably believes that any action described in Clause 8.2 below is necessary, desirable or expedient to protect its interests or the interests of BitMart’s other clients; or
(o) A credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you, that in the good faith and commercially reasonable business judgment of BitMart could reasonably result in reputational harm to BitMart, or compromise the integrity of the markets maintained by BitMart.
8.2 Without prejudice to any other right of BitMart hereunder or otherwise at law, in the event of Default, BitMart may (but is not obliged to) immediately or any time thereafter, do any one or more of the following:
(a) suspend (indefinitely or otherwise), cancel or terminate any BitMart Account, Margin Account, or BitMart’s relationship with you or prohibit you from opening any BitMart Account and/or Margin Account and accelerate any and all of your liabilities to BitMart (including any and all of your Margin Loans, fees, interests, commission, and charges owed by you to BitMart) so that they shall become immediately due and payable;
(b) liquidate, accelerate, hedge and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which BitMart terminates such Transaction) by determining its value in good faith and in its absolute discretion as of the date of the close-out as soon as practicable after the close-out;
(c) at such times and manner as BitMart may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any digital assets or other property which BitMart may hold for you or which has been pledged to BitMart by you and apply the proceeds to the discharge of your obligations, set-off, net and recoup any obligations to you against any obligations to BitMart;
(d) vary the applicable margin requirements or liquidate or exercise its power to sell the Margin or part thereof at a price which BitMart deems appropriate in the circumstances;
(e) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe BitMart (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise BitMart’s rights of netting or set-off against you under this Agreement, the General Market Rules, Applicable Laws or otherwise.
(f) demand any shortfall after Clause 8.2(e) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by BitMart;
(g) do or omit to do anything which BitMart reasonably believes to be necessary, desirable or expedient to protect BitMart or its other clients; and/or
(h) exercise such other authority and powers that may have been conferred upon BitMart by this Agreement, the Margin Trading Rules and/or the General Market Rules.
8.3 To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Margin Account including, but not limited to, legal counsel’s fees incurred and payable or paid by you.
9. Manifest Error
9.1 All trading statements and transaction confirmations shown in your Margin Account(s) are conclusive and binding as against you, and you shall not be entitled to any objects thereto. However, BitMart may at any time rectify any error on any entry, statement, confirmation or advice which has been proved to its satisfaction, and may demand immediate repayment from you of any digital assets and/or digital currencies erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections.
9.2 BitMart reserves the right to void or reverse from the outset any transaction involving or deriving from a Manifest Error or to amend the details of such transaction to reflect that which BitMart considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such a transaction absent Manifest Error.
9.3 Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith, BitMart shall in no circumstances be liable to you for any loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit, loss of opportunity or even if BitMart had been advised of the possibility of the same arising or that the same were reasonably foreseeable. Your attention is drawn in particular to Clause 12 (General Exclusion) of this Agreement.
10. Your Representations, Warranties, Agreement and Undertakings
10.1 You represent, warrant, agree and undertake that:
(a) you have full capacity and authority to accept and agree to the terms of this Agreement, to open, maintain and/or continue to maintain all Margin Account(s) from time to time opened and/or maintained and/or continued to be maintained with BitMart;
(b) you have received, read and understands and accept that the level(s) of services available to you are as described in the Isolated Margin Trading Rules and Cross Margin Trading Rules; will vary depending on whether you are transacting or intending to transact in isolated margin borrowing and trading and cross margin borrowing and trading. You further and specifically confirm that you have read and understood each of the Margin Trading Rules; and accept the conditions and limitations for each and every service available to you in connection with the Margin Trading Rules;
(c) you have all authorizations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to accept and agree to these terms and conditions, to open, maintain and/or continue to maintain all Margin Account(s) from time to time opened and/or maintained and/or continued to be maintained with BitMart;
(d) you are not an employee of any governmental or self-regulatory organization in any jurisdiction, including any exchange or a member firm thereof, or engaged in the business of dealing (either as agent or principal), which prohibits you from establishing a relationship with BitMart in dealing in any of the digital currency traded under the Margin Account(s), and you shall promptly notify BitMart if you become so employed;
(e) you do not reside in Afghanistan, Balkans, Belarus, Burma, China (Mainland and Special Region of Hong Kong), Cote D’Ivoire (Ivory Coast), Cuba, Crimea, Democratic Republic of Congo, Iran, Iraq, Liberia, Korea (Democratic People’s Republic of), Singapore, South Sudan, Syrian Arab Republic, Zimbabwe, and the so-called Donetsk People's Republic (DNR) or Luhansk People's Republic (LNR), United Kingdom, Italy, Bangladesh, Pakistan, Morocco, Egypt, Algeria, the United States and its territories, or any other jurisdictions which residents BitMart deems from time to time to be prohibited from using the services provided under this Agreement;
(f) unless you specifically notify BitMart and BitMart agreed, no person other than you has an interest in any Margin Account;
(g) except with the express written consent of BitMart, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over any Margin Account and/or any cash or property in any Margin Account;
(h) any order, placed or any other dealings in the Margin Account(s) is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risk associated with such orders and your own independent determination of the order being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
(i) BitMart shall not be under any duty or obligation to inquire into the purpose or propriety of any order and shall be under no obligation to see to the application of any funds delivered by you in respect of any Margin Account;
(j) any person(s) empowered to act on your behalf have been duly authorized;
(k) you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to any Margin Account, transaction or service or facility provided or made available by BitMart to you;
(l) all information and/or documents provided by or for or to be provided by or for you to BitMart in relation to any application or pursuant to or under this Agreement are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from BitMart which may have a material bearing on BitMart’s decision to provide or continue to provide any of the services under this Agreement; and
(m) you shall not knowingly or recklessly permit the use of BitMart’s services, facilities or membership in a manner which is in the opinion of BitMart liable to bring BitMart into disrepute, impair the dignity or degrade the good name of any of the foregoing. You shall not knowingly or recklessly create or maintain or exacerbate manipulations (or attempted manipulations), corners (or attempted corners) or violation of any Applicable Laws (or arrangements, provisions or directions made or given thereunder), or otherwise be substantially detrimental to the interests or welfare of BitMart.
10.2 The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you give orders to BitMart, enter into any transactions or establish a new Margin Account with BitMart.
11. General Indemnity
11.1 In addition and without prejudice to any other right or remedy of BitMart (at law or otherwise) you shall at all times indemnify, keep indemnified, and hold BitMart harmless from and against any and all Loss suffered or incurred by BitMart which arises (whether directly or indirectly) out of, in the course of or in connection with:
(a) any Default or any failure by you to comply with any of these terms and conditions or Applicable Laws;
(b) BitMart acting in accordance with your orders or in any manner permitted under this Agreement and/or the other BitMart Market Rules;
(c) any changes in any Applicable Laws; and/or
(d) any act or thing done or caused to be done by BitMart in connection with or referable to this Agreement, the General Market Rules or any Margin Account.
11.2 You shall further indemnify, keep indemnified and hold harmless BitMart for any and all expenses, costs and legal fees (on a full indemnity basis) incurred, including but not limited to expenses, costs and legal fees incurred for producing records, and information, or payment made (whether such payment is or was or is to be made in settlement of any proceedings or in connection with any ruling, judgment, order or award) by any of them in connection with any investigations or proceedings (whether legal, regulatory, arbitration or other proceedings) brought against it in connection with Clauses 11.2(a) to 11.2(d) above. You shall provide any and all assistance to BitMart in connection with such investigations or proceedings.
12. General Exclusion
12.1 Margin trading is not suitable for everyone. You should examine your investment objectives, financial resources and risk tolerance to determine whether borrowing against your assets held with BitMart is appropriate for you. You acknowledge that margin trading is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. You further understand and accept the significant risks associated with the use of margin and the use of margin is consistent with your investment objectives. Despite such risks, you acknowledge, understand and agree that you are willing and able to assume the financial risks and other hazards of margin trading and agree that you will in no manner hold BitMart responsible for losses incurred by you under or in connection with this Agreement, the Margin Trading Rules and the General Market Rules.
12.2 In addition and without prejudice to any other right or remedy which BitMart may have (under this Agreement, the General Market Rules, at law or otherwise) so long as BitMart acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement, the Margin Trading Rules and the General Market Rules. BitMart shall only be liable to you if BitMart has been fraudulent or in wilful default.
12.3 Without prejudice to the generality of the foregoing, BitMart shall not in any event be liable to you for any indirect or consequential loss, or for any anticipated profits or punitive damages.
13. Applicable Laws
13.1 Your relationship with BitMart, the operation of any Margin Accounts and the implementation of any transaction shall be subject at all times to the Applicable Laws. BitMart may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by BitMart in order to procure or ensure compliance with, Applicable Laws. You agree that BitMart shall not be liable to you as a result of any action taken by BitMart to comply with Applicable Laws.
14. Technology Disclaimer
14.1 For the purpose of the transactions, BitMart may offer or make available for your access and use of the electronic facilities comprising of such trading systems, platforms and/or related software and technology (the “Trading Systems”) to enable, assist and/or facilitate you to place orders, enter into and/or settle transactions. These Trading Systems may be proprietary to BitMart or may be licensed by BitMart from third party licensors (the “Third Party Licensors”) for access and/or use by you. In addition to the terms of this Agreement, you agree and undertake to comply with any and all terms and conditions as BitMart and/or such Third Party Licensors may from time to time prescribe or stipulate to be applicable to their provision and/or your access and/or use of such Trading Systems.
14.2 You acknowledge and agree that access and use of the Trading Systems is provided on an “as is” and “as available” basis and BitMart makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Trading Systems and does not represent or warrant that the Trading Systems or any part thereof is free from defect, failure or interruption or that they are fit for your purposes or any particular purpose and, without prejudice to the foregoing, BitMart shall not in any event be liable for any system error, faults or failure of the Trading Systems whatsoever and howsoever arising or caused other than by fraud or wilful default of BitMart.
14.3 To the extent that you may use third party technology, web applications, application program interfaces, software, software code, programs, protocols and/or other third party resources (the “Third Party Applications”) whether independently identified and selected, sourced or used by you, made available via BitMart or otherwise, to provide connectivity to the Trading Systems offered or made available by BitMart to place orders, enter into and/or settle transactions, you acknowledge and accept that you are solely responsible for and will bear all risks that such Third Party Applications may not be compatible with or function appropriately with the Electronic Facilities.
14.4 BitMart disclaims and excludes unless expressly prohibited by applicable mandatory law, all terms and conditions and warranties implied by statute or common law in relation to the Trading Systems including, but not limited to, merchantability, satisfactory quality, suitability or fitness for any particular purpose. Technical difficulties may be encountered in connection with the Trading Systems. Such difficulties may include, but not be limited to, malfunctions, failures, delays, hardware damages or software erosion. Such difficulties could be the result of hardware, software or communication link inadequacies or any other cause and such difficulties could lead to possible economic and/or data loss. In the absence of fraud or wilful default, in no event will BitMart, any of its related companies or affiliates or any of their respective officers, employees, agents, representatives or contractors be liable for any loss, cost, claim, demand, expense or damage including, without limitation, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses which arise directly or indirectly as a result of accessing or using the Trading Systems, even if BitMart had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
14.5 BitMart may use or provide technology and/or electronic services, or make available technology and/or electronic services provided by third parties, for your use in connection with any order placed or transaction made by you with BitMart. Such technology and electronic services may include, but is not limited to, trading technology, web applications, application program interfaces, software, software code, programs, protocols and displays (collectively, the “Technology”) for trading, analyzing trades and markets, constructing automated trading systems and/or to assist or facilitate the provision, availability or connectivity of Trading Systems provided or made available by BitMart to you for access or use. BitMart provides the Technology “as is”, without any warranties of merchantability, fitness for a particular purpose, or other express or implied warranties. You acknowledge and agree that none of BitMart, any Third Party Licensors and any other third party Technology providers shall be responsible for the operation or performance of any automated trading system developed with Technology or for any errors, malfunctions or breakdown of, or inability to access, any Technology or Trading Systems or for any delays or interruptions in transmission of orders due to breakdown, excessive call volume or failure of transmission or communication equipment on the internet or otherwise, including, but not limited to, communications problems, computer software or hardware breakdowns, malfunctioning errors, any and all problems or glitches associated with computer problems or any other technical cause or causes.
14.6 You acknowledges that certain databases, programs, protocols, displays and manuals which may form part of the Technology (the “Proprietary Information”) are proprietary and unique to BitMart, Third Party Licensors or third party Technology providers, as to which copyright, patent, or other proprietary rights may be held by BitMart, such Third Party Licensors, third party Technology providers or third parties from whom such Third Party Licensors or third party Technology providers have licensed or otherwise acquired such rights. You agree to take or cause to be taken any and all necessary precautions to maintain the confidentiality of such Proprietary Information, to comply with all copyright, trademark, trade secret, patent and other laws necessary to protect all rights in the Proprietary Information as advised by BitMart and agrees not to remove, conceal or obliterate any copyright or other proprietary notice, which may include references to BitMart, such Third Party Licensors or such other third parties’ ownership, as included in the Technology.
14.7 You acknowledge, accept and agree that BitMart, any Third Party Licensors or any other third party Technology providers and their respective directors, officers, employees, agents, contractors and/or sub-contractors shall not be held liable for any loss, damage, cost or expense (including the loss of data) suffered or incurred by you as a result, arising out of or in connection with any errors, malfunctions, breakdowns, inability to access, faults, interruptions or delays in the Technology, or Trading Systems or out of any inaccuracies, errors or omissions in the information contained in the Technology or Trading Systems as supplied to, or made available for access and use by, you, provided however that this limitation does not apply to any loss, cost or damage suffered or incurred by you caused by fraud or wilful default of BitMart in the performance of its duties imposed by this Agreement or applicable law. Each of BitMart, such Third Party Licensors and such third party Technology providers makes no warranties, conditions, guarantees or representations as to satisfactory quality, fitness for a particular purpose or other warranties, conditions, guarantees or representations, whether express or implied, in law or in fact, oral or in writing, except as expressly stated in the terms of this Agreement. Under no circumstances shall BitMart, such Third Party Licensors and/or such third party Technology providers be liable for any loss, damage, cost or expense of any nature whatsoever incurred or suffered by you of an indirect, incidental, special or consequential nature (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising from or in connection with the provision of, or the availability to you of, any Technology or Trading Systems.
14.8 Without prejudice to the generality of the foregoing, you agree not to bring any legal action, whether in tort, contract or otherwise, against BitMart, any Third Party Licensors or any other third party Technology providers alleging damages for, the failure by BitMart to perform or otherwise settle a transaction entered by you using Technology.