Last revised: August 10, 2023
These Terms of Service were prepared in the English language. The English version shall prevail in the event of any conflict, discrepancy or ambiguity between translations.
These Terms of Service apply to the Website and all of your use of the services offered by OrangeX. Please read the contents carefully before you use the Website or any of our services. If you have any questions, please contact us by sending an email to email@example.com.
Article 1. Definitions
1.1. Capitalized terms in these terms & conditions shall have the following meaning:
Account:Your personal environment on our Platform, where you can manage your funds and trade Products;
API:An Application Programming Interface with the Platform that enables you to externally manage your Account and trade Products;
Cryptocurrency: Bitcoin, Ethereum, and all other digital currencies that can be used to trade Products on our Platform;
Intellectual Property Rights: All intellectual property rights and related rights such as copyright, trademark rights, patent rights, (un)registered design rights, trade name rights, logos, database rights and neighboring rights, as well as rights to know-how and sui generis intellectual property rights;
Order:An offer to trade a specific number of Products against a specific value, which offer is added to the Order book until it is accepted (matched to another order) or cancelled;
Platform:The application and underlying infrastructure made available by us which you can access remotely and where you can access your Account and trade Products;
Position:The outstanding Products you have traded on our Platform;
Products:All Cryptocurrency derivative contracts, such as futures, options and perpetual swaps, that can be traded on our Platform;
Terms of Service:These terms and conditions, which apply to (the use of) our Website and all agreements concluded between you and us;
Trade:When an order is (partly) matched to another order (accepted);
Wallet:The digital storage vault managed and made available by us where you can store Cryptocurrency to be used to trade Products;
Website:www.OrangeX.com and all underlying pages.
Article 2. General
2.1. Risks: With our Platform, we offer you a tool to sell or buy Products for your own account and at your own risk. You acknowledge, agree and accept that tradingProducts entails a high financial risk and that there is additional counter party risk because our Products are derivative contracts. You have the necessary experience and knowledge to understand the risks involved in our Products. You should carefully assess whether your financial situation and tolerance for risk is suitable for buying, selling or trading Cryptocurrency. You may lose all of your funds in your Account.
2.2. No advice: At no time should any information provided in these Terms of Service or on our Website should be construed as financial advice or investment advice. We do not provide any opinion on the merits of any particular investment. Any information provided is for educational purposes to keep the investor informed of prices, ranges, and volatility of Cryptocurrency. In addition, we do not act as your broker, intermediary, agent or advisor in any fiduciary capacity.
2.3. None of the services of OrangeX amount to any marketing, or promotion or offer to any product or investment to you or any third party. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that OrangeX may provide. You will make your own independent decision to access or use our Website and/or Platform.
2.4. Restricted areas: The access or use of our Platform and the services we offer is not available if you are located, incorporated or otherwise established in, or a citizen or resident of (i) the United States; (ii) Panama; (iii) any other country or area designated as a restricted area on our Website; (iv) a jurisdiction where it would be illegal for you to access or use of our Platform. If you are a resident of or are operating from a restricted area as defined in this article, we reserve our right to terminate your Account with immediate effect.
If you are a resident of or are operating from a restricted area as defined in this article, including but not limited to the United States, Panama, Mainland China, Singapore, Hongkong, North Korea, Cuba, Iran, Russia, Belarus, Russian-controlled regions of Ukraine (currently including the Crimea, Donetsk, and Luhansk regions), Syria, or any other jurisdictions in which we may determine from time to time to terminate the services at our sole discretion (the “Excluded Jurisdictions”), we reserve our right to terminate your Account with immediate effect.
2.5. Updates: These Terms of Service may be updated from time to time. We will notify you about any amendments to our Terms of Service in advance on our Platform and/or per email. The amended Terms of Service will apply to our legal relationship at the earliest of the following moments: when you accept the amended Terms of Service, when you keep using our Platform after you have been informed about our updated Terms of Service or one month after our notification of the amended Terms of Service. If you do not agree with the amended Terms of Service, your sole remedy is to terminate the use of our services.
Article 3. Our Platform
3.1. Availability: We will do our utmost to ensure that the Platform is available at all times, but we may not always be able to prevent downtime or limited functionality of the Platform. You agree and accept that i) we do not guarantee the continuous availability of the Platform and ii) the Platform has the functionality as available during your use ( ‘as is’). We will remedy any bugs and other defects and make available updates of the Platform at our sole discretion and on a best efforts basis.
3.2. Unavailability errors: As the use of our Platform is at your own risk, you acknowledge that we are not responsible for any errors, delays, communication failures and other malfunctions of the Platform, and that the consequences of such malfunctions shall be for your own account.
3.3. Changes and restrictions: We are at any time entitled to i) make functional, procedural or technical changes or improvements to the Platform, and to ii) (temporarily or permanently) limit or remove functionalities of the Platform, terminate the Platform entirely or to restrict the use of the Platform, without becoming liable to you.
3.4. Accuracy of information: We do our utmost to offer correct and up to date information on our Platform, including market information. However, you acknowledge and accept that such market data may not be accurate and that the use of the market data when trading Products shall be at your own risk.
Article 4. Your Use of our Platform
4.1. Account: To be eligible to use our Platform, you need to create an Account by submitting the details requested in our Account creation form. You warrant that the information you provide is correct and up to date.
4.2. Verification: You acknowledge and accept that we may be required to perform additional checks from time to time to verify your identity and the business relationship, including, but not limited to, by means of a copy of a valid identification document and/or proof of residential address. You warrant that the information you disclose in this respect is at all times correct, authentic and up to date. We reserve the right to suspend, terminate or limit your right to use the Platform (which may include imposing trading limits) until we have verified your identity or if the results of our identity verification process give rise to such measures.
4.3. Credentials: The login credentials to access your Account are strictly personal. You are solely responsible for keeping your login credentials, 2FA-tokens, and other Account login details confidential. It is your responsibility to contact us immediately when you suspect unauthorized use of your login credentials or your Account.
4.4. Use of your Account: You are at all times responsible and liable for any use of your Account, including (unauthorized) trading activity by a third party. You acknowledge and accept that we may not be able to undo transactions executed bya third party through your Account.
4.5. Using the Wallet on our Platform is at all times at your own risk. We are not liable for loss of Cryptocurrency stored in your Wallet or transferred to or from your Wallet, including, but not limited to unauthorized access by a third party, loss or violation of your private key or transferring Bitcoin to an Ethereum address.
Article 5. Products
5.1. Products: You can only trade the Products that are available for trading on our Platform at the time you use the Platform. We reserve our rights to add and remove Products to and from our Platform at our sole discretion. Although we will do our best to inform you timely before removing a Product from our Platform, we reserve our right to do so without prior notice.
5.2. Cryptocurrency: The Cryptocurrency we support for the Products we offer for may change from time to time. We reserve our right to terminate support of aCryptocurrency on our Platform at our sole discretion. Although we will do our best to inform you timely before removing a supported Cryptocurrency from our Platform, we reserve our right to do so without prior notice.
5.3. Consequence of removal: If we remove a Product or Cryptocurrency from our Platform, any outstanding Order will be cancelled. You will be given the opportunity to withdraw the Cryptocurrency from your account.
5.4. Product terms & policies: Additional terms and contract specifications per Product apply, which terms and policies are available in the Knowledge Base on our Website. By placing an Order, you accept the terms and contract specifications that apply to the relevant Product.
5.5. Funds: You can only place an Order if you have sufficient funds in your Wallet or have sufficient margin balance available for trading. From time to time, at our sole discretion, we are entitled to adjust margin requirements that may result in a different available margin balance.
Article 6. Trading
6.1. No refunds: Placing Orders and making Trades is at your own risk. Any Trade you make, whether on purpose or by mistake, is final and can not be reversed. No refund of any Trade shall take place.
6.2. Reversing/adjusting Trades: We reserve our right to reverse a Trade or adjust the price of a Trade that we regard as being abnormal in respect of the price level to be expected from an orderly market.
6.3. Trading pause: We reserve our right to halt or limit the possibility to place Order sor make Trades on the Platform, without becoming liable to you for any alleged damages resulting from halting or limiting trading.
6.4. Trading restriction: We reserve our rights to limit your right to place Orders, cancel Orders and/or close your Positions without becoming liable for any alleged damages you may have incurred due to such measures.
6.5. Liquidation: If your available funds are insufficient for your Position(s), then your Positions will be incrementally closed against the then-available prices in the market until your funds are sufficient for the remaining of your Positions, in accordance with the applicable terms and policies for the relevant Product.
6.6. Bankruptcy: If your Positions have been liquidated and the amount of Cryptocurrency in your Wallet is insufficient to cover your (additional) losses, your Account is bankrupt. We will reset the balance of the relevant Cryptocurrency in your Account to zero by transferring funds from the Insurance Fund to your account.
6.7. Insurance Fund: The fund that will be used to cover for losses of bankruptcies. The balance of the Insurance Fund and terms that apply are available on our Website. If bankruptcies in a session deplete the Insurance Fund, any further losses will be covered by profits made by traders on the Platform on a pro rate basis. In such a case, all winning traders of a session would get taxed a percentage on their profits to cover for bankruptcies.
Article 7. API
7.1. Use & Availability: you acknowledge and accept that the API may not be available at all times. We are not responsible for any wrong Orders or other incorrect actions on our Platform when using our API.
7.2. Costs: Upon notifying you in advance, we are entitled to amend the fees that apply to the use of our API.
7.3. Discontinuation: We reserve our rights to, without prior notice, terminate the support of the API and to limit or suspend the functionality thereof.
Article 8. Fees & Withdrawals
8.1. Fees: You acknowledge and agree that fees will apply when you use our Platform. Depending on the type of Trade you conclude on our Platform, we will charge a transaction fee or grant a transaction rebate, which will be deducted from or added to the value of the Trade. The applicable fees and rebates per Product and per type of Trade may be amended from time to time and are available on our Website.
8.2. Withdrawal: You may withdraw your available Cryptocurrency from your Wallet, provided that i) your withdrawal request exceeds the minimum withdrawal requirement as communicated on the Platform, and ii) your available margin balance remains sufficient to uphold your Positions. The fee for a withdrawal depends on the current state of the network of the Cryptocurrency. We are not responsible, nor liable, for any fees that may apply to your withdrawal request.
8.3. Delay: You acknowledge and accept that we may not be able to immediately execute any withdrawal request (for instance due to offline storage of your Cryptocurrency). We use our best efforts to execute a withdrawal request within48hours. We are not liable for any alleged damages you claim to have incurred due to a delay in executing your withdrawal request.
8.4. Withdrawal freeze: We may suspend a withdrawal request and/or limit your right to withdraw Cryptocurrency for a period of time, for instance if we are required to investigate a request or suspect a violation of these Terms of Service, applicable law or other applicable terms.
Article 9. Liability
9.1. Limitation of liability: If we are liable as a result of an attributable breach of our obligations, an unlawful act or otherwise, our liability will be limited to compensation of only your direct damages to a maximum of the fees paid by you to us during the six(6) month period prior to the cause of action.
9.2. Indirect damages: Any liability for damage other than direct damage (“indirect damages”), including – but not limited to – consequential damages, loss and/or damage of data, loss of profits, business opportunity, revenue or goodwill as well as lost Trades or sales, is excluded.
9.3. Unavailability: We shall not be liable for any damages you may incur due to(parts of) the Platform or the API being (temporarily) unavailable.
9.4. No limitation: The limitations and exclusions of liability mentioned in the preceding paragraphs of this article will lapse if and in so far as the damage is the result of our intentional or willful recklessness.
9.5. Notice of liability: We shall not become liable for the compensation of your damages before you have reported the damages to us in detail. Any claim for compensation will lapse if you have failed to report such claim within three months after your damages arose.
Article 10. Force Majeure
10.1. Force Majeure: any event beyond our reasonable control, such as – but not limited to – flood, extraordinary weather conditions, earthquake, or any other Act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, failure of our suppliers to comply with their obligations, a communications failure (including internet), power failure, or equipment or software malfunction shall qualify as a“Force Majeure Event”.
10.2. Excused Performance: Any non-performance from our side that is the result of aForce Majeure Event shall not be attributable to us.
10.3. No liability: We shall not be liable for any damages which we could not prevent due to a Force Majeure Event.
Article 11. Warranties & Indemnification
11.1. Your warranties: you represent and warrant that:
11.1.1. You have accepted our Terms of Service when you create an Account;
11.1.2.You are at least 18 years old and have the capacity to create an Account and use the Platform;
11.1.3. You are not a resident or representative of an entity in the sense of article 2.4 of these Terms of Service;
11.1.4. if you are using our Platform on behalf of your organization, you are authorized to do so. The relevant organization will be liable for your actions, including any breach of these Terms of Service;
11.1.5. You, or any party affiliated with you, are not in any way sanctioned by or under investigation in relation to anti-money laundering laws, counterterrorism financing laws, anti-corruption laws, economic sanctions laws or related regulations;
11.1.6. You must not use the Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose of activity;
11.1.7. You must not use the Website to copy, store, host, transmit, send, use publish or distribute any material which consists of, or is linked to, any spyware, computer virus, Trojan horse, worm, keystroke, logger, rootkit or other malicious computer software;
11.1.8. You shall not perform any (distributed) denial of service or other malicious attacks, or conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting);
11.1.9. You only deposit, trade and withdraw Cryptocurrency that are your own and that have been legally obtained in your Account;
11.1.10. the Cryptocurrency deposit addresses and withdrawal addresses you have provided to us are your own and that you have full control over these addresses;
11.1.11. You are aware of the risks using our Platform, including, but not limited to, high volatility risk of Cryptocurrency and the fact that you may loss all your Cryptocurrency in your Account if the market moves against you;
11.1.12. You will at all times comply with applicable laws and regulations;
11.1.13. You have knowledge and experience in trading the Products we offer and are aware of the risks related to our Platform and services, including losing all the Cryptocurrency you deposit to your Wallet;
11.1.14. You will not be involved or initiate any form of market manipulation, including spoofing orders or otherwise; and
11.1.15. The information and documents you provide are correct, genuine and up to date.
11.2. Upon our first request, you will indemnify us from all third-party claims resulting from or related to your breach of these Terms of Service, applicable law, or any of the terms that apply to your use of our Platform, as made available on our Website.
Article 12. Privacy
Article 13. Intellectual Property Rights
13.1. Ownership: The Intellectual Property Rights in relation to our Platform, are held by us or our licensor(s). Nothing in these Terms of Service may be interpreted to constitute a transfer of Intellectual Property Rights from one party to the other.
13.2. License: Under the condition that you comply with these Terms of Service, you are granted a non-exclusive, non-sublicensable and non-transferable right to access and use the Platform, including our Website, your Account and all materials made available on our Platform for your own personal use and to the extent required for your use of our services.
Article 14. Suspension & Termination
14.1. Termination by you: You are entitled to terminate your agreement with us by sending an email to the address provided on our Website.
14.2. Suspension: if we suspect that you have breached these Terms of Service, applicable law and/or the trading terms provided on our Website, we may temporarily suspend your Account and limit your trading. We are entitled to limit your right to place Orders, cancel Orders and/or close your Positions during this investigation. Deposits or withdrawals of Cryptocurrency may be limited by us. We are not liable for any alleged damages you may have incurred due to such measures.
14.3. Termination by us: We reserve our rights to terminate your Account at any time and without stating reasons. Unless we are required otherwise by applicable law or a judicial order, we will provide a notice period of seven days before your Account is terminated. In this notice period you will be able to close your Positions and withdrawCryptocurrency from your Wallet. After the notice period has lapsed, we are entitled to immediately close any Positions that may still be open and return any remaining Cryptocurrency to you. We will not be liable for any damages you may incur due to us invoking our right to terminate your Account.
14.4. Survival: The terms of these Terms of Service that are constituted to survive termination of our agreement shall remain applicable in case of termination of such agreement, including, but not limited to the following articles: Article 2, Article 9, Article 11, Article 12, Article 14, Article 15, Article 16 and Article 17.
Article 15. Enforceability
15.1. Enforceability: If at any time any provision of these Terms of Service is or becomes illegal, void or invalid, such invalidity shall not affect the validity of the remainder of the Terms of Service. We will replace such invalid provision by such other provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.
Article 16. No Waiver
16.1. Any failure or delay by us to enforce any provision of these Terms of Service or to exercise any right under these Terms of Service will not be construed as a waiver to any extent of our rights.