Matrix - User Agreement
Table of Contents
1 - Introduction
1.1. Matrix Limited (“Matrix”) is a company established in the Abu Dhabi Global Markets (the ADGM) (Registered Number: 000001876) whose registered offices are located at: Office 5, Floor 7, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. Matrix is the subsidiary of “Silvery Capital Holding Company Limited”, a company established in the ADGM (Registered Number: 000001256) whose registered offices are located at: 3522, 35, Al Maqam Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates. Matrix is licensed by the Financial Services Regulatory Authority (FSRA) to operate a “Multilateral Trading Facility” (MTF) and to provide custody in relation to Virtual Assets in or from the ADGM. References to "Matrix", "we", "our", or "us", in this agreement (the User Agreement) are to Matrix Limited. References to “you” or “your” are to you as the client with whom Matrix enters into this User Agreement.
1.2. This User Agreement is between you and Matrix and constitutes a "Client Agreement" for the purposes of the FSRA Rules and shall be made available to the FSRA on demand. By clicking “I agree” in respect of any of the Services (as defined further below) as provided to you from time to time pursuant to this User Agreement through Matrix’s website (https://www.matrix.co, the Website) and/or its Application Program Interface (https://api.matrix.co, the API) and any other means (collectively referred to as the Platform), you acknowledge and agree that you have read, understood all of the terms of this User Agreement, as well as the contents of the Privacy Policy, Market Rulebook, Risk Disclosure, and accept to be bound by them. You may need to further agree to any additional terms applicable to new or amended features which relate to Services and/or Accounts, as such terms are notified to you or published on the Website from time to time, before you can avail yourself of such features. You acknowledge and agree that if you do not agree to be bound by any of the preceding by refusing to agree when requested or by objecting in writing within the specified time period, you will not be granted access to any such new features, and that this may cause us to terminate this User Agreement.
1.3. This User Agreement shall become effective when you click “I agree” indicating that you have read, understood and accepted this User Agreement, and shall be deemed to be entered into, executed and performed in the ADGM.
PLEASE READ THIS USER AGREEMENT CAREFULLY.
YOU SHOULD BE AWARE THAT THE RISK OF LOSS IN TRADING OR HOLDING VIRTUAL ASSETS CAN BE SUBSTANTIAL. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER TRADING OR HOLDING VIRTUAL ASSETS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION. PLEASE READ CAREFULLY OUR RISK DISCLOSURE
2 - Interpretation and defined terms
2.1. Capitalized terms are defined terms and shall have the meanings assigned to them in the Glossary (unless the context requires otherwise) in Schedule 1 of this User Agreement, which forms part of this User Agreement.
2.2. In this User Agreement:
2.2.1. References to any Applicable Laws and Regulations includes a reference to the relevant provision in the Applicable Laws and Regulations, as amended, extended, consolidated, substituted or re-enacted from time to time; and
2.2.2. References to:
a. A "party" means either us or you, and "parties" means both of us;
b. "person", whether capitalized or not, means an individual or a legal entity (which include but are not limited to a sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority or other entity of any nature), as the context requires;
c. Terms defined in Applicable Laws and Regulations have the same meaning as in those Applicable Laws and Regulations, unless otherwise defined in this User Agreement or the context requires otherwise;
d. Terms importing the singular shall be deemed to include the plural and vice versa; and
e. Sections, Clauses, Sub-Clauses and headings are for guidance only and shall not affect the interpretation of this User Agreement.
2.3. Any translation of this User Agreement or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this User Agreement or other documents shall prevail.
3 - Applicable Laws and Regulations
3.1. Your conduct on the Market is subject to the laws, regulations, and rules of any governmental or regulatory authority that apply to Matrix, and those which might apply to you in your country of residence or where you normally reside or are domiciled, as enacted, replaced or amended from time to time (the Applicable Laws and Regulations). The Applicable Laws and Regulations in relation to Matrix include without limitation:
3.1.1. The laws and regulations in force in the ADGM, including but not limited to those in relation to the protection of personal data and the FSRA Rules; and
3.1.2. The federal and emirate-level laws and regulations in force in the United Arab Emirates, to the extent applicable, including without limitation the relevant UAE legislation and implementing regulations on Financial Crime and confidentiality;
3.2. By agreeing to this User Agreement, you expressly agree to comply at all times with the Applicable Laws and Regulations, as these may apply to you from time to time.
4 - Eligibility
4.1. We can accept you as a client only after you satisfactorily clear all of the verifications we are required to undertake in accordance with the Applicable Laws and Regulations, including for the prevention of Financial Crime, and after you have provided any information, we require to open your Account. Therefore, you understand and agree that we will onboard you as a client only after we are satisfied that you:
4.1.1. In relation to your capacity and authority:
a. If you are a natural person, that you are twenty-one (21) years old and above, and are of legal age and have the capacity to enter into binding agreements under the Applicable Laws and Regulations;
b. If you are a legal person, that you are duly organized and validly existing under the Applicable Laws and Regulations;
4.1.2. Have not previously been suspended or terminated as a Client of Matrix or any other virtual asset MTF;
4.1.3. Must declare if they already hold, or have access to, an Account with Matrix;
4.1.4. Have full power and authority to enter into this User Agreement and in doing so will not violate any other agreement to which you are a party;
4.1.5. Have had the opportunity to seek legal, accounting, taxation, or other professional advice regarding investing in Virtual Assets or this User Agreement; are not a Restricted Person, or accessing the Platform while located in, under the control or on behalf of, or a national or resident of any Restricted Location;
WE DO NOT PROVIDE SERVICES TO ANY RESTRICTED PERSON. IF YOU ARE AN RESTRICTED PERSON, PLEASE IMMEDIATELY STOP USING OUR SERVICES. IF YOU CONTINUE TO USE OUR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL ASSUME ALL CORRESPONDING LIABILITIES UNDER THE APPLICABLE LAWS, RULES AND REGULATIONS OF THE JURISDICTION THAT YOU ARE RESIDENT AND/OR DOMICILED IN AND YOU SHALL INDEMNIFY US FROM UNDERTAKING ANY LIABILITIES ARISING FROM YOUR SUCH USE BEHAVIOR, INCLUDING BUT NOT LIMITED TO THE LOSSES, THE THIRD-PARTY CLAIMS OR ADMINISTRATIVE PENALTIES AGAINST US INCURRED BY SUCH CONTRAVENTION, VIOLATION OR BREACH, AS WELL AS REASONABLE LEGAL AND ADMINISTRATIVE COSTS, FEES AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES.
4.1.6. Will not open an Account, use the Platform or receive the Services for as long as you are in a Restricted Location or qualify as a Restricted User; and
4.1.7. Will apply for an Account exclusively for your own use and will be transacting through a bank account and External Wallet registered on the Platform You may transfer Assets from other sources provided that we, in our sole discretion, agree to such transfer after you provide us with all the relevant information about the source of such Assets.
4.1.8. If you are a legal person, you are entering into this User Agreement on behalf of an entity of which you are a duly authorized representative and have all necessary rights and authority to legally bind such entity; and
4.1.9 Agree and warrant to:
a. Use the Platform and the Services in accordance with this User Agreement and any other terms and conditions that may apply;
b. Will not use the Platform or the Services for any purpose other than for which they are intended, or to breach any Applicable Laws and Regulations;
c. Ensure that you shall remain compliant with our eligibility criteria, including any such criteria which we may in our sole discretion add or vary or provide for under the Market Rulebook, as notified to you from time to time.
5 - Client Information
5.1. You agree and represent that you are fully responsible for all activity that occurs under your Account. We may, in our sole discretion, refuse to open an Account for you or suspend or terminate any Account or the trading of a specific Virtual Asset in your Account. You are fully responsible for all acts or omissions of any third party with access to your Account and any action of such third party shall be considered to be an action authorized by you. Further, you agree that you will not hold us responsible for, and will indemnify us from, any liability arising out of or related to any act or omission of any third party with access to your Account.
5.2. You agree to provide complete and accurate information we may request from time to time to verify your identity or that of your beneficial owner, or to detect Financial Crime, fraud, or any other relevant crime as required under Applicable Laws and Regulations, and permit us to keep a record of such information as may be required under Applicable Laws and Regulations. You will need to complete certain verification procedures before you are permitted to access the Platform and start using the Services. In the event that an Account is successfully registered, and you become a Client of any Service provided by Matrix, you agree to ensure that any and all information you provided to Matrix on the basis for the opening of your Account remains current at all times. In the event that such information (or any part thereof) changes or becomes inaccurate, incomplete or misleading, you shall promptly provide such supplementary information to Matrix as shall be necessary to ensure that all information available with Matrix in relation to you is current, accurate, complete and not misleading. Such supplementary information must be provided to Matrix in writing.
5.3. You hereby agree to notify Matrix in writing as soon as practicable if you are or become a Politically Exposed Person (PEP) or associated with a PEP or a Restricted Person or if you plan to use the Platform or receive the Services in Restricted Location. Matrix will periodically review the adequacy of the above information and may request you to provide additional documents and information, which you hereby agree to provide to us promptly upon our request.
5.4. You authorize us to make enquiries, whether directly or through third parties, which we consider necessary to verify your identity or protect you and/or us against fraud, Financial Crime or any other relevant crime, or determine whether you are a Restricted Person, and to take actions we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or law enforcement agencies and that these agencies may respond to our enquiries in full.
5.5. Matrix reserves the right to refuse to open an Account, terminate this User Agreement and close your Account, or suspend your access or use of the Platform or the Services if we reasonably consider that you are in breach of this User Agreement, the FSRA Rules, the Market Rulebook, or any other Applicable Laws and Regulations, or if in our sole discretion we determine that:
5.5.1. Some or all the information you provided to Matrix is false or inaccurate or incomplete;
5.5.2. You do not or cease to meet the eligibility criteria set out under Section 4 of this User Agreement, including if we deem that you may be, or acting on behalf or for the benefit of, a Restricted User or are located in, or are a resident or national of, a Restricted Location;
5.5.3. Opening an Account for you or providing the Services to you or access to the Market, might cause Matrix to breach Applicable Laws and Regulations including FSRA Rules; or
5.5.4. Matrix otherwise determines after reviewing the information you provided, that it would be inappropriate for the safety and security of the Platform and the trading on the Market, to give you access to the Platform or provide you with the Services.
6 - Description of Services
6.1. Matrix shall provide to you some or all of the below listed services as made available by Matrix through the Platform:
Trading in Virtual Assets on the Market
6.1.1. This service allows you to use the Platform to trade Virtual Assets on the Market. The list of Virtual Assets which you may trade on the Market is updated from time to time and can be found on our Website;
Custody of your Virtual Assets
6.1.2. This service consists of us, whether directly or through third-parties, safeguarding, storing, holding or maintaining custody of Virtual Assets on your behalf; and
Other services
6.1.3. Any other additional or ancillary services or functionalities to the above services, as we are permitted to do so under our FSRA license and Applicable Laws and Regulations, as we may notify you from time to time.
6.2. You acknowledge and agree that:
6.2.1. The proceeds from the sale of Virtual Assets on the Market, less any Fees shall be credited to your Account. Funds held in your Account shall only be used for the purchase of Virtual Assets and do not accrue interest. We will notify you of any minimum balance we may require you to maintain in your Account; and
6.2.2. You may transfer any Virtual Asset you own between your Account and any External Wallet.
7 - Trading on the Market
7.1. You may buy or sell a Virtual Asset by placing an instruction on the Platform (Order) in any of the following “Trading Pairs”: fiat currency into Virtual Assets; Virtual Assets into fiat currency; or a Virtual Asset into another Virtual Asset.
7.2. Trading activity on the Market, which includes but is not limited to Order placement, confirmation, execution, cancellation and the settlement or reversal of executed Trades, shall also be subject to the Market Rulebook. You should verify all transaction information prior to submitting an Order. You acknowledge and agree that it is your sole responsibility to ensure the validity and accuracy of your Order, including that of the recipient of any Assets, that and we shall not be liable for the consequences of you not providing valid and accurate information when placing an Order.
7.3. The Market is accessible 24 hours a day, 7 days a week and 365 days a year, except for any period during which scheduled maintenance or upgrades are being carried out, or in the event that the Market encounters an interruption or outage that is unexpected or beyond its control.
7.4. We may, at our sole discretion and without prior notice close your Account, or suspend your access or use of the Platform or the Services, refuse any Order you submit, or impose limits on your trading amounts on the Platform, if we deem that you may have contravened the Market Rulebook.
7.5. You may only place an Order using the Platform if your Account contains sufficient Assets to cover your Order and any associated Fees. If your Account does not contain sufficient Assets to complete an Order on the Platform, you will not be able to complete such Order on the Market.
7.6. When you place an Order, that quantity of the relevant Asset (including any applicable Fees) are placed on hold in the Account until the Order fills, expires, or is canceled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is canceled.
7.7. You may withdraw or cancel an Order after it is submitted, as long as such Order has not been executed pending confirmation by the relevant Virtual Asset network. Virtual Assets which are the subject of a pending Trade shall not be reflected in your Account, and shall therefore, not be available for you to Trade. You understand and agree that all:
7.7.1. Trades are irreversible once Orders are executed; and
7.7.2. While we may, at our sole discretion, reverse a Trade under certain extraordinary conditions (including but not limited when we consider in our sole discretion that a Trade may be in breach of Applicable Laws and Regulations or is related to Financial Crime), you however, do not have a right to a reversal of a Trade.
7.8. We will send a confirmation to you by email, a Notice, or any other means of communication as provided for under this User Agreement, every time you place an Order, cancel an Order, and when that Order is partially or completely filled.
7.9. By entering into this User Agreement, you acknowledge and agree that:
7.9.1. By entering into a Trade on the Market, you are instructing Matrix to carry out the Trade at the buy price or sell price quoted on the Platform on the basis of which you placed the Order, and you agree to pay any associated Trade Fees and other Fees as published on our Website or notified to you from time to time. The price of a Trade shall be determined to be the price agreed between you and the other party to that Trade, and Matrix shall not be a party to such Trade or responsible for setting or negotiating the price of a Trade. You shall not claim against Matrix regarding such Trade. Matrix does not guarantee the completion of any attempted sale or purchase of Virtual Assets;
7.9.2. We carry out Trades based on price-time priority.
7.9.3. You are subject to the same price-time priority as any other Client on the Platform;
7.9.4. Orders submitted through the API are subject to the same price-time priority than Orders received otherwise from the Platform;
7.9.5. All filled Orders are settled immediately, by debiting and crediting the relevant balances of Assets in both parties’ Accounts. You will receive immediate notification or your fill(s) via the Platform and/or via email or any other agreed means communication and can be viewed in your trading history.
7.9.6. APIs enable you to stream live prices into their own user interface as well as to perform the same Trade or place and the same Order which is available to you on the Platform.
7.9.7. In order to maintain a fair and orderly market, we may restrict the number of Orders allowed through the API and monitor messages through the API in order to protect the API against denial of service attacks; prevent the abuse of an orderbook; and improve the overall trading experience on the Market.
7.9.8. We may limit the number of Orders placed through your Account. and that your use of the API will be for legitimate trading purposes, and any repeated violation of Order rate limits will result in us suspending or closing your account in accordance with this User Agreement.
7.9.9 The transaction history provided on the Platform is the true and accurate record of your transactions. It is your responsibility to remain up to date on your transaction history and any Notices with respect to your Account.
7.10. You understand and agree that there may be a delay in executing your Trade on the Market as the result of Matrix’s secure trading protocols which require Virtual Asset private keys to be stored securely using a combination of online and offline storage for added security.
8 - Custody Services
8.1. You may transfer funds and Virtual Assets to your Account from any of the bank accounts or External Wallets registered on the Platform. We may require you to verify that you control the bank account or External Wallet from which you transfer Assets to your Account. You may withdraw or transfer Assets from your Account, into a bank account or an External Wallet, as the case may be, which is under your control and registered with Matrix . You understand and agree that Matrix shall have sole discretion to accept to register on the Platform any such bank account or External Wallet you specify. It is your responsibility to ensure the timely and proper transfer to and from your bank account or External Wallet.
8.2. You acknowledge and agree that:
8.2.1. You are solely responsible for your use of your bank account and External Wallet, and any transfers of Assets from your bank account and External Wallet and your Account, and that we shall not be liable for any losses resulting from the delay in receiving Assets into your Account if such delay is not due to our gross negligence, fault or fraud;
8.2.2. You shall be responsible for ensuring that any inbound and outbound transfer of Assets is handled in compliance with our requirements, any relevant third party, or External Wallet provider requirements;
8.2.3. You shall be responsible for ensuring that the address to which any Virtual Assets are to be transferred is properly formatted and suitable for the type of Virtual Asset being transferred. We will not be able to reverse any transfer and shall not have any responsibility or liability if you instruct us to transfer a Virtual Asset to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Virtual Asset; and
8.2.4. You shall be responsible for ensuring that there are no errors in any of the transfer instructions.
8.3. If you fail to comply with any requirements of Clause 2, the transferred Virtual Assets may be permanently lost. The timing for completing any transfer will depend on the acts of third parties that are outside of our control and we make no guarantee regarding the amount of time it may take to complete any such transfer.
8.4. You acknowledge and agree that we may impose limits on the amount of any inbound or outbound transfers, or suspend the ability to transfer Assets into or out of your Account, or terminate this User Agreement:
8.4.1. In order to comply with Applicable Laws and Regulations;
8.4.2. In order to comply with an order from law enforcement or other governmental authority; or
8.4.3. Otherwise, at our discretion for security of the Platform or other appropriate reasons.
Segregation of Assets
8.5. Matrix shall hold:
8.5.1. Any funds credited to your Account in a bank account designated for that purpose; and
8.5.2. Any Virtual Assets you transfer to your Account in a combination of a “hot wallet” and a “cold wallet”, which are protected by multi-signature authority requirements to reduce both internal and external risk factors. When Matrix holds Virtual Assets in custody on your behalf, you acknowledge that you shall be subject to the protection of the “Safe Custody Provisions” as provided for under the FSRA Rules.
8.6. Matrix shall ensure that its own assets are held at all times separately from the Assets which it holds on your behalf or on behalf of its Clients.
Third party custodians
8.7. You acknowledge and understand that any Assets we hold in custody on your behalf with third party custodians may be held in a jurisdiction outside the ADGM and the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in ADGM.
No Interest
8.8. Funds held in your Account shall not accrue interest.
Pooling of Assets
8.9. You understand and agree that any Assets you transfer to your Account may be pooled with other Clients’ Assets, but shall at all times remain segregated from Matrix's own assets.
Reconciliation
8.10. Matrix shall conduct a daily reconciliation of the bank accounts and the Virtual Asset wallets in which it holds Assets on your behalf.
Account statements
8.11. Matrix shall provide a near real-time information in relation to your Account through the Platform, and shall send you a statement of your Account at least on a monthly basis. The statement of your Account shall, at a minimum, reflect the amount of funds, expressed in the currency in which they are held, and a list of Virtual Assets, which you hold in such Account. Matrix shall also provide you with the details of Trades you enter into on the Market, and any transfers of Assets into or out of your Account.
8.12. In the event of the Matrix's insolvency, winding up or other pooling event stipulated by the FSRA, your funds and Virtual Assets held with Matrix will be subject to the relevant provisions in the FSRA Rules in relation to “Client Money Distribution Rules” and “Client Investments Distribution Rules”, respectively.
Set-off
8.13. You hereby expressly and irrevocably agree that:
8.13.1. We may set-off any amounts due to us under this User Agreement, including any Fees, against any funds or Virtual Assets we hold on your behalf;
8.13.2. We shall first set-off against any such funds which are to the credit of your Account, and if these are not sufficient to cover the amount owed to us, we shall sell the appropriate amount of Virtual Assets at Market price to pay the balance of such amounts you owe to us.
9 - Account Access and Security
9.1. Each Account is for your sole benefit (whether a natural or legal person) only, and may not be used by or for the benefit of any other third party. This means that you shall not share your access to the Account with anyone or make your Account available to multiple persons over a network. As per the “Default Rules” under the Market Rulebook, Matrix reserves the right to suspend, terminate, Services and Accounts that are operated or accessed by any person other than you, or cancel or reverse Trades which were made on your Account by any person other than you.
9.2. By entering into this User Agreement you agree to:
9.2.1. Maintain the security of your Account by keeping your Account information confidential and protecting the information which allows access to your Account, and restricting access to your Account;
9.2.2. Make reasonable use of anti-virus, anti-malware and other software and techniques to protect your Account from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Account and to keep these, and the access to the Platform, out of the reach of third-parties;
9.2.3. Promptly notify us if you discover or otherwise suspect any security breaches related to your Account, by emailing us at support@matrix.co or any other contact details we notify you of from time to time;
9.2.4. Take responsibility for all activities that occur under your Account, which shall at all times be deemed as use of the Service or the Account by you, and you accept all risks of any authorized or unauthorized access to your Account, including any and all losses or damages incurred or suffered by you or any third party as a result of your Account access information being mismanaged, wrongfully or improperly used, leaked, used by a third party or stolen. Matrix shall not under any circumstances accept any liability in respect of such losses and or damages;
9.2.5. Not assist anyone to gain access to your Account and do not assist anyone who is not a Client to access the Platform or use any Services;
9.2.6. Refrain from installing, running, executing or otherwise making use of software or hardware (such as, but not limited to, third party software or applications which may interface with the Platform or impact the provision of the Services) or being in any way involved in such use of software or hardware which could interfere with, disrupt, negatively affect, or inhibit other users from accessing the Platform or receiving the Services, or that could damage, disable, overburden, or impair the functioning of the Platform or the provision of the Services in any way; and
9.2.7. Comply at all times with the Applicable Laws and Regulations, the terms in this User Agreement and any other terms or conditions that may apply, as notified to you from time to time.
10 - Notices
10.1. You agree and understand that:
10.1.1. We may communicate with you via email, telephone, through the Platform, or any other reasonably acceptable electronic or non-electronic means of communication or as agreed between us (a Notice). We will use your email address and telephone number on record with Matrix as our primary means of communicating with you. You agree to keep your email address and telephone number up-to-date and immediately notify us if there are any changes. Delivery of any communication to your email address or telephone number as specified on records maintained by Matrix shall be deemed valid and effective communication. If any Notice is returned as undelivered for any reason, whether blocked by your service provider, or you are otherwise unable to receive such Notices, we will be deemed to have provided the Notice to you at the time that we sent it. If your contact information becomes invalid such that Notices sent to you by us are returned, we may deem your account to be inactive or to have been compromised, and you may not be able to complete any transaction using the Platform or our Services until this has been remedied by you to our satisfaction. Matrix retains the right to block your access to the Account and Services until you provide Matrix with a new and valid email address or contact details;
10.1.2. Every Notice sent to you using the contact details we have on record shall be deemed to have been acknowledged as approved and confirmed by you within the seventy-two (72) hours of us sending such Notice, unless we receive written communication from you to the contrary within three (3) calendar days from the date the Notice was sent;
10.1.3. All communications exchanged between us shall exclusively be in the English language, and that we may, subject to our sole discretion, disregard any communication we receive from you that is not in the English language without this constituting a breach of any of our obligations under this User Agreement; and
10.1.4. We cannot ensure or warrant the security or confidentiality of information you transmit to us or receive from us through the electronic means which include the internet, or wireless connection, email, phone, or SMS, since we have no way of ensuring that that the transmission of such information is protected at all times. If you have reason to believe that your data is no longer secure, please contact us at the email address, mailing address or telephone number published on our Website or as notified to you from time to time.
11 - Client Classification
11.1. The FSRA Rules require us to classify our clients as “Retail Clients”, “Professional Clients” or “Market Counterparties”, as these categories of clients are defined under the FSRA Rules, and to notify clients of their categorization. This ensures that when carrying out relevant business with such clients, we can provide the level of information, services and protection that is appropriate to, and consistent with, that client’s categorization. A Professional Client and a Market Counterparty do not benefit from the higher level of protection available to a Retail Client. A Professional Client and a Market Counterparty have the option under the FSRA Rules to elect to be classified as a Retail Client.
11.2. We hereby notify you that you shall be classified as a Retail Client in relation to the Services we provide to you under this User Agreement.
11.3. We reserve the right to review and change your client categorization at any time and without prior notice. We may require further information, documents or confirmations from you in order to determine or vary the relevant classification. By entering to this User Agreement, you agree to promptly provide us with such further information, documents or confirmations as we may request from time to time in connection with your client categorization, and that following your classification, you will provide us with any information which might affect the client category assigned to you.
11.4. If we classify you as a Professional Client or Market Counterparty under Clause 11.3, we will periodically review your client categorization. If we become aware at any time that you do not meet the criteria for the client category we assign to you in the last client classification notice, we will send you a new client classification notice informing you of your new client categorization.
12 - Conflict of Interest
12.1. Our conflicts of interest internal policy sets out how we identify and manage potential and/or actual conflicts of interest that may arise from time to time in carrying on our business and how we ensure that risks of damage to your interests are minimised. We will not necessarily separately disclose such interests to you at, or prior to, the time of providing you with the Services.
12.2. If the measures we have in place to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to your interests will be prevented, we will notify you of the details of such conflict of interest in writing, and seek your consent to provide the Services to you.
12.3. Nothing in this Section 12 shall prevent us from revoking your access to the Platform, and terminate this User Agreement, if we are unable to prevent or manage a conflict or potential conflict of interest.
13 - Financial Crime
13.1. By entering to this User Agreement, you agree and represent that:
13.1.1. You will not use the Platform or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further any breach of Applicable Laws and Regulations on Financial Crime, including but not limited to anti-money laundering, countering terrorist financing, economic sanctions and tax evasion, or to deal in any unlawful digital tokens, property, funds, or proceeds or engage in behavior which may amount to “Market Abuse” as provided for under the relevant applicable FRSA Rules;
13.1.2. You will not transfer to or from your Account, or trade or otherwise transact on the Platform or use any Services with anything other than funds or Virtual Assets that have been legally earned or obtained by you and that belong to you;
13.1.3. That you have not breached any Applicable Laws and Regulations, been fined, debarred, been the subject of economic sanctions, received any oral or written notice from any competent government authority concerning a violation of Applicable Laws, or received any other report that you are the target of economic sanctions, restrictions, penalties, or enforcement action or investigation under any Applicable Laws and Regulations, including, but not limited to the Applicable Laws and Regulations on Financial Crime;
13.1.4. That you are currently in compliance with, and must, at your own cost and expense, comply with all Applicable Laws that relate to or affect the access and use of the Platform and Services conducted under this User Agreement, including, but not limited to the Applicable Laws and Regulations on Financial Crime and the exchange of tax information or other tax Laws, and FSRA Rules;
13.1.5. We reserve the right to investigate the source and destination of any Assets held in your Account. If we determine such Assets are in any way connected to Financial Crime or any unlawful act, we reserve the right to dispose of these Assets in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin;
13.1.6. If you are a Restricted Person, we may: (i) suspend your Account; (ii) terminate this User Agreement and close your Account; (iii) return Assets to where they were transferred from or to an account specified by the relevant competent authorities; or (iv) require you withdraw such Assets from your Account within such period of time as shall be specified by us. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Laws and Regulations, our guidance or direction, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order; and
13.1.7. Provide to us any information we may request so that we may comply with our requirements under Applicable Laws and Regulations, especially those relating to Financial Crime, and that you shall promptly provide us with any updates or corrections to information you provided to us, whether at the time of opening your Account or afterwards, including but not limited to any changes to your status as a PEP.
14 - Use of the Services
14.1. In accessing the Platform and using the Services, you agree not to:
14.1.1. Carry out any activity:
a. Which would be in contravention of Applicable Laws and Regulations, including the FSRA Rules and any provisions which relate to fraud, market abuse and insider dealing;
b. In preparation, furtherance or commission of a Financial Crime;
c. To assist a Restricted Person in using the Services or accessing the Platform, including any other person located in a Restricted Location, including through the use of electronic means to disguise the location from which the Platform is accessed;
d. Which may affect the proper functioning of the Platform or the orderly trading on the Market, or which may damage, interfere with or disrupt access to the Platform or do anything which may interrupt or impair its functionality; or
e. Which may impact the reputation of Matrix, the Platform or the Market;
14.1.2. Impersonate anyone or use a false name or a name you are unauthorized to use or create a false identity or e-mail address or try to mislead others as to the identity or origin of any communications, or providing false or misleading information, including to Matrix at the time of opening your Account;
14.1.3. Carry out any of the activities in Sub-Clause 14.1.2 above in an attempt to open more than one Account;
14.1.4. Modify, access or make available data stored on a computer device which you have accessed through the Platform;
14.1.5. Make available or upload files that contain software or other material, data or information not owned by or licensed to you or collect information about others, such as but not limited to names or addresses, without their prior consent;
14.1.6. Make any commercial or business use of the Platform or resell or commercially benefit from any part or aspect of the Platform;
14.1.7. Publish, post, distribute, disseminate or otherwise transmit defamatory, offensive, infringing, obscene, indecent or other unlawful or objectionable material or information;
14.1.8. Threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
14.1.9. Make available, upload or distribute by any means any material or files that contain any Viruses or any other harmful software;
14.1.10. Falsify the true ownership of software or other material or information contained in files made available via the Platform; and
14.1.11. Obtain or attempt to obtain unauthorized access, through whatever means, to the Platform, other services or computer systems or areas of our or any of our partners’ networks, including through the use of electronic means to disguise the true location from which the Platform is accessed.
14.2. Any data, information, files or content or materials which you or any other Client may post, submit, publish, display on the Platform (Content), or transmit to other Clients or download from the Platform shall be subject to this User Agreement.
14.3. We reserve the right to remove any data, information, files or Content from the Platform without notice, and without prejudice to any other accrued rights, and/or to make available such data, information, files or Content to regulatory bodies or law enforcement authorities when requested or required to do so under the Applicable Laws and Regulations.
14.4. You acknowledge and agree that Asset shall be credited to your Account only after the transfer of such Assets is duly completed, and not merely upon completion of transfer or other procedures undertaken by you.
14.5. We shall only provide our Services in relation to those Virtual Assets admitted by Matrix on its Platform, as determined from time to time. Under no circumstances should you attempt to use your Account to store, send, request, or receive any virtual assets which are not supported by Matrix. You understand and agree that Matrix is restricted:
14.5.1. From allowing margin trading on the Market;
14.5.2. From allowing short selling on the Market;
14.5.3. From conducting agent, principal, or proprietary trading, except for when Matrix intends to convert Virtual Asset balances it has accumulated by way of revenue collection into fiat currency, or for internal treasury management purposes.
15 - Fees
15.1. You agree to pay Matrix the Fees set forth at “Fee structure on Matrix” as published on the Website.
15.2. This Fee structure may be updated and notified to you from time to time in Matrix’s sole discretion. Any such updated Fees will apply to the Services provided, and any Trades or other transactions, following the effective date of such updated Fees. You hereby authorize Matrix to transfer any amounts from your Account for the payment on your behalf any applicable Fees owed by you under this User Agreement.
16 - Downtime or Suspension of Services
16.1. You agree and understand that part of or all of the Services may be periodically unavailable during scheduled maintenance (Downtime). Downtime shall be communicated in advance to you via email and through a Notice.
16.2. You acknowledge and agree that we shall have, at our sole discretion, the right to suspend all or part of the Services, or your access to all or part of the Services, whenever we determine in our sole discretion that you may have breached this User Agreement or the Market Rulebook, or if the proper functioning of the Platform is in jeopardy, including but limited to whenever any of the following should occur:
16.2.1. When a computer or telecommunications network ceases to operate or function as a result of an accident;
16.2.2. In the event of a Force Majeure which affects the provision of the Services;
16.2.3. When Matrix’s assets or your Assets, or the Platform, are the subject of an attempted or actual malicious attack which may, among other things, result in the theft or loss of such assets;
16.2.4. When an event affects the proper functioning of critical systems relied upon by the Platform, including the pricing system or any other system necessary for the provision of the Services;
16.2.5. When Matrix suspects unauthorized use of the Platform, or a breach of this User Agreement, or Applicable Laws and Regulations;
16.2.6. When we determine that it is necessary, in our sole discretion, for the conduct of investigations in light of its requirements under Applicable Laws and Regulations or to ensure the proper functioning of the Platform;
16.2.7. When we decide to cease handling of a Virtual Asset based on the results of a hard fork that causes a chain split or changes to a Virtual Asset;
16.2.8. When Matrix deems that provision of the Services cannot continue due to changes in Applicable Laws and Regulations, social conditions, or factors outside Matrix’s control, including but not limited to when a Virtual Asset is no longer deemed an “Acceptable Virtual Asset” by the FSRA; or
16.2.9. When for, any other reason, Matrix determines in its sole discretion that the suspension is necessary.
17 - Intellectual Property
17.1. Unless otherwise indicated by us, all copyright, trademarks and other intellectual property rights in all Content and other materials contained on the Platform, including the Website and the API, or provided in connection with the Services, including, without limitation, the Matrix logo and all designs, text, graphics, pictures, information, data, software, sound files, other files, transaction price data, databases, websites, applications, programs, email correspondence, and code, and the selection and arrangement thereof (collectively, the Materials) are the proprietary property of us or our licensors or suppliers and are protected by any applicable intellectual property rights laws.
17.2. Except as expressly authorized by us, you will not:
17.2.1. Perform any act which would infringe any intellectual property rights of Matrix or its licensors, including copyrights, patents, utility model rights, trademark rights, and all rights to Materials;
17.2.2. License, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any person all or any part of the Platform in any way;
17.2.3. Copy, modify, republish, distribute, or make derivative works based upon all or any part of the Platform;
17.2.4. “Frame” or “mirror” all or any part of the Platform on any other server or wireless or Internet-based device;
17.2.5. Reverse engineer, disassemble, decompile, or access all or any part of the Platform in order to (i) build a competitive product or service; (ii) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Platform; or (iii) copy any ideas, features, functions, or graphics of all or any part of the Platform; or
17.2.6. Frame, link or deep-link the Website to any other website without our prior written consent. If you wish to frame or to set up a link or deep-link to the Website please contact support@matrix.co
17.3. By entering into this User Agreement you agree to grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute any content generated by you using the Services or through the Platform, including on the Market or using the API, in any and all media or distribution methods, whether now known or later developed.
18 - Risk Disclosure
18.1. This Section 18 is in addition to the Risk Disclosure published on our Website and amended from time to time.
18.1.1. Trading in Virtual Assets is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Platform is made available solely for general information purposes and we do not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all trading and non-trading activity on the Platform and for the Virtual Assets in your Account; and, for knowing the true status of any position or contract with any other party on the Platform, even if presented incorrectly by the Platform at any time. In the event of any conflict between the information reflected in your Account or elsewhere on the Platform, and information on our books and records, our books and records shall control, even if this results in losses to you or increases your losses.
18.1.2. You acknowledge and agree to be fully responsible and liable for your trading and non-trading actions and inactions on the Platform and all gains and losses sustained from your use of the Platform and any of the Services; to be responsible or liable for any negative balance in your Account; to be fully responsible and liable for all of your obligations with respect to any financing activities on the Platform; and, to be fully responsible for safeguarding access to, and any information provided through, the Platform and any of the Services, including, but not limited to, all information or data relating to your Account and Virtual Assets, private keys, usernames, passwords, and bank account details. You have no right whatsoever to claim damages, specific performance, or compensation in any form from us as a result of actions we take in our administration of the Platform.
18.2. You agree and understand that you access and use the Platform at your own risk. However, the risks detailed above do not contain all of the risks associated with Virtual Assets and the use of the Services.
18.3. Matrix shall continually update the Risk Disclosure as notified to you from time to time. You acknowledge and agree that it is your responsibility to stay up to date with the published updated Risk Disclosure.
19 - No Advice or Suitability
19.1. You agree and understand that:
19.1.1. We do not provide any investment, tax, or legal advice, nor do we broker trades on your behalf. All Orders are carried out automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures. For the avoidance of doubt, we do not give advice or recommendations regarding Virtual Assets, including the suitability and appropriateness of, and investment strategies for, Virtual Assets;
19.1.2. You are solely responsible for determining whether any Virtual Asset, investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult a financial, legal or tax adviser regarding your specific situation; and
19.1.3. Your access and use the Platform and trade on the Market at your own risk and accordingly, you should carefully consider whether such use is suitable for you in light of your circumstances and financial resources.
19.2. We may provide educational information about Virtual Assets in order to assist you in learning more about such Virtual Assets, including virtual assets not supported by the Platform. Information may include, but is not limited to, blog posts, articles, links to third party content, news feeds, tutorials, and videos. You agree and understand that such information is provided for information only and shall not constitute financial advice. You agree not to hold us responsible for the decisions you make to buy, sell, or hold Virtual Assets, whether such decision was based on such information we provide to you or not.
20 - Limitation of Liability and Warranties
20.1. The Services are provided on an "as is" and "as available" basis, with no representations or warranties made by Matrix around service levels or availability of the Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We cannot guarantee that access to the Platform, the Account, any of the Services, or any of the materials contained therein, will be correct, complete, continuous, uninterrupted, timely, or error-free.
20.2. Matrix makes no representations or warranties regarding the amount of time needed to complete processing deposits, withdrawals, of Virtual Asset, etc., which is dependent upon many factors outside of our control.
20..3. Matrix is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Services or the Account. No communication or information provided to you by Matrix is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Matrix does not recommend that any Virtual Asset should be bought, earned, sold, or held by you. Before making the decision to register with Matrix, or buy, sell or hold any Virtual Asset or making any investment decision, you should conduct your own due diligence and consult your financial and legal advisors. Matrix will not be held responsible for the decisions you make based on the information provided by Matrix. Our business relationship under this User Agreement shall not give rise to any fiduciary or equitable duties on our part which would require us to accept responsibilities more extensive than those set out in this User Agreement. You understand and agree that we are not liable for any liability which may arise from your trading on the Market or using the Platform or the Services.
20.4. Matrix makes no warranty and does not assume any liability including, without limitation, warranty against defects with respect to the sale or purchase of Virtual Assets, other related services, or the value, function, stability, availability and usage of Virtual Assets.
20.5. Matrix cannot ensure or warrant the security or confidentiality of information you transmit to us or receive from us through the electronic means which include the internet, or wireless connection, email, phone, or SMS, since we have no way of ensuring that that the transmission of such information is protected at all times. If you have reason to believe that your data is no longer secure, please contact us at the email address, published on our Website or notified to you from time to time.
20.6. Matrix is not responsible if Matrix suspends or restricts all or part of the Services, your Orders become invalid, no Trade is made, execution of your Order is delayed, or an unintentional Order is executed as a result of any of the below events which are outside our control and not due to your fault or gross negligence:
20.6.1. An input error and/or other such actions by you;
20.6.2. The breakdown or failure of your transmission and/or system equipment or that of a third party;
20.6.3. A system error or other operational failures;
20.6.4. A Force Majeure event affecting the Platform or any of us;
20.6.5. A malicious act by unauthorized third parties targeting the Platform, your Account or your Assets which would deprive you of your access, use or possession of your Assets, your access to the Platform or the use of your Account; or
20.6.6. Any other event which would otherwise cause your Order or Trade to fail, or the Platform to cease functioning, or loss of access to your Account, for reasons which are outside our control and not due to your fault or gross negligence.
20.7. We shall not be liable for any loss of profit, or special, punitive, indirect or consequential losses, liabilities, damages or expenses directly and/or indirectly suffered or incurred by you arising under, or in connection with, this User Agreement, including those arising from your trading on the Market or using the Platform or the Services. Specifically, we shall not be liable for any loss caused by:
20.7.1. Depreciation in value, any market or trading losses, or any adverse tax consequences that you may incur in connection with the Services we provide you under this User Agreement. We have no responsibility or liability, whether arising in contract, warranty, tort including negligence, strict liability, indemnity or otherwise, in connection with the performance of any Trade which you may decide to enter into on the Market;
20.7.2. You receiving from us a Notice which is not secure, virus-free or error-free, or is intercepted, corrupted, lost, destroyed, received late, incomplete, or is otherwise adversely affected or unsafe to use;
20.7.3. A delay in an inbound or outbound transfer of Assets to or from your Account;
20.7.4. Adispute with one or more users of the Platform; or
20.7.5. Any act carried out by Matrix in the interest of Applicable Laws and Regulations, including compliance with the orders of a competent governmental, judicial or regulatory authority or in providing assistance to any such authority in the prevention or investigation of transactions suspected of being in contravention of any relevant Applicable Laws and Regulations;
20.7.6. Future amendments to relevant Applicable Laws and Regulations including those in relation to tax.
20.8. It is your responsibility to abide by Applicable Laws and Regulations in relation to your use of the Services. You should investigate and determine whether or not your use of the Services violate any Applicable Laws or Regulation. Matrix makes no warranty that the use of the Services by you will comply with the Applicable Laws and Regulations.
20.9. You acknowledge and agree that you shall comply with your tax obligations pursuant to Applicable Laws and Regulations including, without limitation, the withholding, collection, reporting and remittance to your appropriate tax authorities.
20.10. You hereby undertake with Matrix that the source of your funds comes from a legitimate manner and is not derived from illegal activities. Matrix maintains cooperation with law enforcement authorities globally and has the right to suspend and/or terminate this User Agreement if we, in our sole discretion, suspect that you may be involved in illegal activity or that your Account was at any time used for such activity, or that you are the subject of an investigation by a competent authority in that regard.
20.11. Matrix is not responsible for any damages incurred due to the suspension, discontinuation, unavailability or modification of the Service by Matrix, your cancellation of registration, loss of data or failure of or damage to equipment through the use of the Service. Even if the Website contains links to and from other websites on the internet, Matrix is not responsible for any third-party websites other than the Website, and your accessing such third-party websites shall be at your own risk. Such links do not express or imply any endorsement by Matrix of any products, services or information presented therein, nor does Matrix guarantee the accuracy, validity, completeness, correctness or suitability of the information contained in such websites. In addition, since Matrix has no control over the terms of use or privacy practices of third-party websites, you should read and understand those policies carefully.
20.12. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MATRIX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF MATRIX AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MATRIX WILL ONLY BE LIABLE FOR ANY ACT OR OMISSION TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF MATRIX’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
20.13. IN NO EVENT SHALL MATRIX BE LIABLE TO YOU FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF SERVICES OR THE ACCOUNT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, OR CONTINGENCIES BEYOND OUR OR ANY OUR SERVICE PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL MATRIX OR ANY SERVICE PROVIDER TO MATRIX BE LIABLE TO YOU FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF SERVICES OR THE INFORMATION THEREIN. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS SUCH AS BUT LIMITED TO YOU NOT BEING ABLE TO ACCESS THE INTERNET, UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER MATRIX NOR ANY SERVICE PROVIDER TO MATRIX GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO MATRIX. IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THESE THIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SHALL PREVAIL.
20.14. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF MATRIX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF MATRIX OR ITS AFFILIATES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO MATRIX UNDER THESE TERMS DURING A PERIOD OF ONE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
20.15. Any limitations of liability contained in this Section 20 shall not limit our liability which cannot be excluded or limited under the relevant Applicable Laws and Regulations.
20.16. Neither of us shall be liable for any delay or failure to perform any of our obligations under this User Agreement caused by Force Majeure or anything beyond our reasonable control, which are not the result of our fraud, gross negligence or willful default of either party.
21 - Indemnity
21.1. You agree to promptly defend, fully indemnify and hold us harmless from and against any and all liabilities incurred or suffered by us or any of our affiliates and associates (as well as their respective shareholders, directors, officers and employees), including but not limited to, losses, damages, liabilities, expenses, costs and reasonable legal, accounting and other fees in any way resulting from:
21.1.1. Your use of, or conduct in connection with, the Account or the Services;
21.1.2. Your breach and/or our enforcement of this User Agreement or your violation of any Applicable Laws and Regulations, or the rights of any third party;
21.1.3. Any false, inaccurate or misleading information you provide to us, in the course of providing you the Services under this User Agreement; and
21.1.4. Any breach by you of any of the representations, warranties and undertakings you have made under this User Agreement.
22 - Advertising or sponsorship
22.1. The Platform may contain advertising and sponsorship from third parties which shall be clearly labelled as such. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Platform complies with Applicable Laws and Regulations.
22.2. You acknowledge and agree that we do not endorse and are not responsible for the content of any third-party advertisement or sponsorship contained on the Platform. We exclude to the fullest extent permitted by the Applicable Laws and Regulations any responsibility or liability for any error or inaccuracy appearing in any advertising or sponsorship material.
23- Confidentiality
23.1. Both parties shall hold in strict confidence any information, documents or material that they provide to the other party (whether obtained or provided in the course of us providing Services under this User Agreement, your use of the Platform or otherwise) (Confidential Information), unless it is or later becomes publicly available through no fault of the other party, or it was later rightfully developed or obtained from independent sources, free from any duty of confidentiality under Applicable Laws.
23.2. Both parties shall take steps reasonably necessary to preserve the confidentiality of the other party’s Confidential Information. Neither party shall disclose the other party’s Confidential Information to any other person for any other purpose, except:
23.2.1. For the purposes of compliance with this User Agreement;
23.2.2. With the other party’s prior written consent;
23.2.3. When we make disclosure to any professional advisers with whom we may consult at any time in connection with the Services provided under this User Agreement, and other third parties (so appointed by you or retained by us) to the extent relevant and necessary for the provision of the Services. In this case, the person to whom the disclosure is made to may retain the Confidential Information to the extent relevant for the purpose for which it was disclosed;
23.2.4. When we are permitted or required to do so under Applicable Laws and Regulations, or otherwise required to do so by a regulatory, governmental or judicial authority in the UAE or elsewhere, or when such disclosure is made to mitigate our legal, tax, regulatory or other risk; and
23.2.5. When it is necessary for us to do so either to comply with the relevant insurance policy or to preserve rights thereunder.
24- Amendment
24.1. We have the right to amend, replace, supplement or delete (each, an Amendment) any provision under this User Agreement, or any document which forms part of this User Agreement including but not limited to the Market Rulebook, at any time. We will notify you of any Amendment, and you shall be deemed to have consented to it if we do not receive from you an objection to the proposed Amendment within fourteen (14) calendar days of us notifying you of the relevant Amendment. You understand and agree that if you object to any of those Amendments, or any other part of this User Agreement, we will have the right to terminate this User Agreement with you with immediate effect, or suspend your access and use of the Services and the Platform, including the Market and the API.
24.2. You understand and agree that there may be changes to the Applicable Laws and Regulations which require us to amend this User Agreement in order for us to remain compliant with the Applicable Laws and Regulations. We will notify you of such Amendment which shall take effect immediately or at a time specified in the Notice.
24.3. No other Amendment to this User Agreement shall be effective, unless we both agree to them in writing.
25- Termination
25.1. Without affecting any other right or remedy available to us, we may terminate this User Agreement with immediate effect by giving notice to you if:
25.1.1. You commit a material breach (as determined by us in our reasonable discretion) of any term of this User Agreement or any rule of the Market Rulebook, and if such breach is remediable you fail to remedy that breach within fourteen (14) calendar days from the date of us notifying you to do so;
25.1.2. You are subject to material legal, criminal or regulatory proceedings (including but not limited to, bankruptcy, administrative or insolvency proceedings) which in our reasonable opinion create actual or potential legal, regulatory, criminal or reputational risk to us;
25.1.3. You object to an amendment to this User Agreement within the time specified to make such objection;
25.1.4. We reasonably suspect that you are or have been carrying on, assisting in the commission of, or are directly or indirectly connected to, illegal activities including Financial Crime, or breaches of Applicable Laws and Regulations, including carrying on activities without the proper governmental authorizations or licenses;
25.1.5. There is a change in the Applicable Laws and Regulations which may limit our ability or make it illegal to provide you with access to the Platform, or some or all of the Services;
25.1.6. We are required under the Applicable Laws and Regulations to terminate this User Agreement or are directed by any competent court, authority or financial services regulator to do so; or
25.1.7. We are unable to give you access to the Platform or provide the Services to you as a result of a Force Majeure event.
25.2. You may terminate this User Agreement by giving us a fourteen (14) calendar days’ notice.
25.3. The termination of this User Agreement shall not affect the rights obtained and duties imposed prior to the effective date of such termination. Any outstanding Fees or amounts due to us at the time of termination shall become immediately due and payable upon termination. You hereby authorize Matrix to set-off such monies against the value of any Assets held in your Account to pay for any such Fees or amounts outstanding at the time of termination. Your hereby agree that if the amount of monies owed by you to Matrix exceeds the value of Assets held in your Account, you shall pay to Matrix such amount as Matrix shall specify as being the shortfall between monies due to Matrix and the value of the Assets held in your Account.
25.4. Any pending Orders at the time of the termination of this User Agreement shall be cancelled automatically without the need for any further Notice to you.
25.5. You understand and agree that the date of refund to you by Matrix (if applicable) may be different from the date your Account is closed depending on the complexity of different cases.
26- Data Protection and Privacy
26.1. We are required to comply with the provisions of the ADGM Data Protection Regulations, as amended from time to time, when “processing” the “Personal Data” or “Special Categories of Personal Data”, and financial data which may be subject to confidentiality or secrecy under Applicable Laws and Regulations (collectively referred to as the Protected Data), which related to you or your directors, employees and shareholders, and any other relevant “data subjects” who would be within the remit of this Section (Data Subjects). The preceding quoted terms have the meanings assigned to them under the ADGM Data Protection Regulations.
26.2. By entering into this User Agreement, you hereby acknowledge and expressly agree that:
26.2.1. The we may collect, either from you or from other sources, process, use, store, transfer and disclose Protected Data;
26.2.2. Protected Data may be disclosed to the ADGM authorities, including the FSRA, or any other supervisory authority, court or competent authority upon request, where such disclosure is required under the laws or regulations of the ADGM or otherwise in accordance with any other law or obligation applicable to us or to our affiliates or appointed agents or delegates (Agents); and
26.2.3. We shall process, use and transfer the Protected Data for the purposes of implementing the arrangements set out in this User Agreement or for any purposes connected with any Services offered to you by us or any of our Agents, for example and without limitation, for outsourcing, record-keeping and compliance purposes, including for our compliance with requirements to combat Financial Crime under Applicable Laws and Regulations, and to manage our business relationship with you. Therefore, Protected Data may also be processed and used by, or transferred to, or made available any of our Agents, who may determine the purposes and means of the resulting data processing, and who may be located in certain jurisdictions where data protection and secrecy laws may be weaker than the ADGM Data Protection Regulations, but we will endeavor to put in place appropriate measures to safeguard Protected Data when transferred to such jurisdictions.
26.3. In connection with any of the purposes described in Clause 2, and any other legitimate processing of Protected Data, we may process Protected Data for the purposes of our relationship with you, any outsourcing agreement we may have including for advertising purposes, adherence to legal and regulatory obligations, compliance with the our anti-money laundering requirements, compliance with applicable regulatory requirements including present or future contractual or other commitments with local or foreign regulatory or law enforcement authorities, whether that information concerns you or any of the relevant Data Subjects collectively, and whether obtained from you or from third parties. We may retain the Protected Data as per our Privacy Policy for such period as we consider necessary for the purposes set out in this Section 27.
26.4. You shall comply with all applicable data protection and data privacy laws, including, but not limited to the ADGM Data Protection Regulations, and all applicable laws concerning the processing of data relating to living persons in relation to any Protected Data that you share with us, and you shall ensure that before providing any such Personal Data to us, you acknowledge that you have read and understood our Privacy Policy, and, in the case of Personal Data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual on our behalf with a copy of, or directed the individual towards a webpage containing our Privacy Policy (as amended from time to time).
26.5. You represent and warrant that, where necessary, you have obtained the necessary authority for us to process and transfer the Protected Data that you disclose to us in accordance with this User Agreement and that you have provided all necessary information as required under the ADGM Data Protection Regulations and any other data protection law applicable to you, including copies of our Privacy Policy, to all Data Subjects whose Protected Data you process for the purposes of this User Agreement, and you further agree that we are not responsible or accountable for the consequences of any occasion where you have not lawfully obtained such Protected Data. You acknowledge and agree that neither us, nor any of our Agents, including their respective shareholders, directors, officers, employees or representatives, shall be liable for any damages suffered or costs incurred by you from any claims made by Data Subjects regarding the unlawful disclosure of their Protected Data under this User Agreement. You hereby agree to defend, indemnify and hold us and any of our Agents as well as their respective employees, representatives, agents and officers (Indemnitees) harmless from and against any claim, action, demand or complaint, as well as all liabilities, judgments, penalties, compounds, losses, costs, damages and expenses that any or all of the Indemnitees may suffer in the event that any Data Subject should commence action against the Indemnitees.
26.6. Protected Data will be processed in line with our Privacy Policy, as amended from time to time, and which is published on the Website.
27- Complaints
27.1 Any complaint in relation to any aspect of your relationship with us should be addressed to us by email at support@matrix.co or such other email address or contact details as we notify to you from time to time.
27.2. We will make every reasonable effort to resolve your complaint within a reasonable period of time and in any event in no longer than sixty (60) calendar days from the time we receive your complaint, depending on the complexity and seriousness of your complaint and in accordance with our Complaints Policy published on our website.
27.3. If you are not satisfied with our handling of a complaint or its outcome, you can contact the FSRA in one or more of the following ways:
27.3.1. By email to: fsra.Complaints@adgm.com
27.3.2. Write to FSRA at the following address: Financial Services Regulatory Authority, Abu Dhabi Global Market PO Box 111999, Abu Dhabi, United Arab Emirates.
27.3.3. Deliver the complaint at: Financial Services Regulatory Authority, Abu Dhabi Global Market Square, Al Maryah Island Abu Dhabi, United Arab Emirates.
28- Miscellaneous
No agency
28.1 Nothing contained in this User Agreement shall be deemed to create or constitute a partnership or agency relationship between the parties, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
Entire agreement
28.2. This User Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this User Agreement except as expressly stated in this User Agreement. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the provisions of this User Agreement.
Assignment
28.3. You may not assign or transfer any of your rights or obligations under this User Agreement without prior written consent from us, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights under this User Agreement, in whole or in part, without obtaining your consent or approval.
28.4. In the event that Matrix 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 and our relationship with you (including this User Agreement) as part of such merger, acquisition, sale, or other change of control.
Transfer of business
28.5. You consent to the transfer of our business relationship with you, which includes but is not limited to your Account, Assets, liabilities or Personal Data, as part of a transfer of the whole or part of our business to any third-party under a Transfer Scheme, as provided for under section 85 of the ADGM Financial Services and Markets Regulations 2015.
No waiver
28.6. The parties' rights and remedies under this User Agreement or Applicable Laws and Regulations shall not be waived, lost or limited:
28.6.1. By any early exercise of them;
28.6.2. By any failure to exercise them;
28.6.3. By any delay in exercising them; or
28.6.4. By any partial exercise of them.
28.7. A waiver of any right arising under this User Agreement (including this Section) must be in writing and signed by the party granting the waiver.
28.8. The parties' rights and remedies under this User Agreement are cumulative and are not exclusive of any rights or remedies provided under the Applicable Laws and Regulations.
Severability
28.9. Each Section, Clause and Sub-Clause (each a Term) of this User Agreement is severable and if any Term (or any part of any Term) of this User Agreement is or becomes invalid under, or contravenes any, Applicable Laws and Regulations in any jurisdiction:
28.9.1. The remaining Terms (and, where applicable, the remainder of the Term in question) shall not be affected and shall remain in full force in that jurisdiction; and
28.9.2. In any other jurisdiction, no Term in this User Agreement shall be affected.
Surviving Terms
28.10. The following Terms of this User Agreement shall remain in full force and effect following the termination of this User Agreement: 17, 20, 21, 23, 26, 28.6 to 28.8, 29, and this Clause 28.10.
29- Governing Law and Jurisdiction
29.1. This User Agreement (including any non-contractual obligations arising out of or in connection with it) and all of your other rights and obligations arising therefrom shall be governed by the laws of the Abu Dhabi Global Market.
29.2. In the event that a dispute, controversy, difference or claim arises between us out of or in connection with this User Agreement, including any question regarding the existence, validity, interpretation, performance or termination relating to any non-contractual or other obligation arising out of or in connection with this User Agreement or the consequences of its nullity (collectively a Dispute), both parties agree to enter into good faith negotiations in order to settle the Dispute by either party serving a notice briefly outlining the nature of the Dispute (a Dispute Notice) to the other party.
29.3. In the event the Dispute is not resolved within sixty (60) calendar days of the date of the sending of a Dispute Notice, either party may commence proceedings in the courts of Abu Dhabi Global Market which shall, subject to Clause 29.4, have exclusive jurisdiction for any Disputes arising out of and/or in connection with this User Agreement.
29.4. Nothing in this Section 29 shall prevent us from bringing proceedings relating to a Dispute with you in any jurisdiction outside the ADGM against you before the courts of the country in which you may be, or have been, registered, incorporated, resident, domiciled or where you hold assets. This clause is for our sole and exclusive benefit.
29.5. You irrevocably agree to waive, to the fullest extent permitted under the relevant Applicable Laws and Regulations:
29.5.1. Any objection which you may have at any time to the bringing by us of any proceeding in any court and agree not to claim that such proceeding has been brought in an inconvenient forum or that such court does not have jurisdiction over you; and
29.5.2. Any immunity on the grounds of sovereignty or other similar grounds, and the right to claim any such immunity in respect of any proceedings.
Schedule 1- Glossary
|
Term |
Meaning |
|
Account |
Means your Account open with Matrix to use the Services, including: any fiat currency sub-account that reflects your fiat currency balance; and any Virtual Asset sub-account that reflects your Virtual Asset balance, as context requires. |
|
ADGM |
Means the Abu Dhabi Global Market. |
|
ADGM Data Protection Regulations |
Means the ADGM Data Protection Regulations 2021 as amended from time to time. |
|
Applicable Laws and Regulations |
Means the laws and regulations referred to in Section 3 of this User Agreement. |
|
Asset |
Means a fiat currency or Virtual Asset. |
|
Client |
Means any other client of Matrix receiving the Services. |
|
External Wallet |
Means your wallet with a third-party custodian for holding your virtual assets. |
|
Fees |
Mean the fees Matrix charges you to provide the Services to you as published on our Website and amended from time to time. |
|
Financial Crime |
Means money laundering, terrorist financing, evasion of economic sanctions, tax evasion, bribery and corruption, including but not limited to the crimes of money laundering and terrorist financing, and any behavior which might constitute "Market Abuse” as provided for under the relevant FSRA Rules and the laws of the United Arab Emirates, as amended from time to time. |
|
Force Majeure |
Means anything beyond the reasonable control of either party, including but not limited to any act of God, fire, riot, war, terrorism, civil commotion, epidemic or pandemic, or act of state or government., the failure of hardware, software, Internet connections, communication failures, disruptions, errors, distortions or delays, and which are not the result of a party’s fraud, gross negligence or willful default. |
|
FSRA |
Means the Financial Services Regulatory Authority. |
|
FSRA Rules |
Mean the relevant applicable legislation administered by the FSRA as enacted, replaced or amended from time to time. |
|
Market |
Means the Multilateral Trading Facility operated by Matrix . |
|
Market Rulebook |
Means the Matrix Market Rulebook for trading Virtual Assets on the Market, as published on our Website and amended from time to time. |
|
Notice |
Means a notification made to you on the Platform or through your last known contact details using any reasonably acceptable or agreed means of communication, with regards to any matter Matrix wishes to bring to your attention. |
|
Order |
Means an instruction to enter into a Trade on the Market. |
|
PEP |
Means a “Politically Exposed Person” as defined under the relevant Applicable Laws and Regulations on Financial Crime and the FSRA Rules. |
|
Platform |
Means the Website, the API or any other means through which Matrix provides the Services to its Clients. |
|
Restricted Location |
Means where access to the Platform or the use of the Services may be restricted by Matrix or prohibited, such as but not limited to: a) the United States of America; b) the Chinese Mainland and Chinese Macau Special Administrative Region;
c) any country or jurisdiction which may be subject to economic sanctions under Applicable Laws and Regulations; d) any other country or jurisdiction where the Applicable Laws and Regulations prevent us from having a business relationship with, or from providing the Services to, persons located, domiciled, holding assets in, or in any way linked to such countries or jurisdictions; e) the countries or regions listed by the Financial Action Task Force as “High-Risk Jurisdictions subject to a Call for Action” or as “Other monitored jurisdictions” as published and amended from time to time; and f) any other country or jurisdiction which we, in our sole discretion, deem to be a Restricted Location, and which we may publish on our Website or notify you from time to time. |
|
Restricted Person |
Means either a US Person, or a person resident and/or domiciled in the Chinese Mainland or in Chinese Macau Special Administrative Region, or a citizen of, a resident of, domiciled in, a person incorporated or in any way established in, a Restricted Location or: a) otherwise prohibited under the Applicable Laws and Regulations from using the Platform or receiving the Services; or b) subject to economic sanctions or designated as a terrorist person or organization by a competent government or international body such as but not limited to the United Nations Security Council, the European Union Council, the United Arab Emirates or the US Office of Foreign Assets Control. |
|
Risk Disclosure |
Means the document published on our Website setting out the risks in trading in Virtual Assets on the Market, as required under the relevant FSRA Rule, and as amended from time to time. |
|
Services |
Means the Services provided to you under this User Agreement as detailed in Section 6, and any other new services we may provide to you from time to time. |
|
Trade |
Means a successful match of open sell and buy Orders on our order book. |
|
User Agreement |
Means this agreement between you and Matrix , which constitutes a "Client Agreement" for the purposes of the FSRA Rules. |
|
US Person |
Means a person located in, or a citizen or resident of the United States of America (US) or any of the following: a) a domestic partnership (partnership organized in the US); b) a domestic corporation (corporation incorporated in the US); c) any estate other than a foreign estate or any trust (if: a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust); or d) the US government, a State or the District of Columbia (including any agency, instrumentality or political subdivision thereof). |
|
Virtual Asset |
Means a Virtual Asset which meets the criteria to be deemed an “Accepted Virtual Asset” by the FSRA as set out under the FSRA Rules, and which is accepted to be traded on the Market. |
|
Website |
Means the website of Matrix |
[Last revised on 10 November 2021]