User Agreement

Last updated: 2020-09-09 

This User Agreement (“Agreement”) is a contract between you (hereinafter referred to as, “user”, “you” or “your”) and Centralex Holding Ltd. (referred to as “CENTRALEX”, “us”, “we” or “our”) a Cryptocurrency and digital assets trading platform. By registering for a CENTRALEX account and using any of our services you agree that you have read, understood and accepted all the terms and conditions stipulated in this Agreement and our Privacy Policy and Cookie Policy and are hereby legally bound. Please ensure to read this Agreement carefully and if you find that you don’t agree with any of the stipulated terms and conditions, please do not use, visit or access CENTRALEX and its services. 

Please be aware that CENTRALEX reserves the right to revise amend this Agreement at any time. In such instances, you have the right to receive notice of any material changes to the policy which will be done through an announcement. You will always be able to find a copy of our latest User agreement on our website www.centralex.com (“Site”). The continued use of CENTRALEX and our services following changes to this Agreement will be deemed you have agreed to the amended terms. 

If you are accessing and using CENTRALEX on behalf of a company or other legal entity, you warrant and represent that you have the authority to bind that company or legal entity to this Agreement. 

It is important to note that only eligible persons are permitted to access our Site and use CENTRALEX Services. If any person is found not to be an eligible person, they shall be in breach of this Agreement and the terms and conditions stipulated herein. This may lead to the confiscation of the person’s Crypto Assets. 

As used herein, the term “Crypto Assets” is used to refer to Bitcoin, Ethereum, or any other digital assets, cryptocurrencies, virtual currencies, or tokens that are available for purchase and exchange through CENTRALEX. 

The Services offered by CENTRALEX are complex and carry a high level of risk and are, therefore not appropriate for users who do not possess the appropriate level of experience or knowledge. CENTRALEX is under no obligation to assess the suitability of the Services for users. In no circumstance will CENTRALEX provide any investment or legal advice. 

THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION. ALL DISPUTES ARISING UNDER THIS AGREEMENT SHALL BE RESOLVED IN LEGALLY BINDING ARBITRATION. 

Please feel free to save or print a copy of this Agreement. 

  1. APPLICABLE LAWS

When using CENTRALEX and our services, your account’s conduct is subject to any applicable governments or regulatory authorities’ laws, regulations, and rules. These provisions include but are not limited to applicable tax laws, anti-money laundering, and counter-terrorist financing.  

By accepting this Agreement and using CENTRALEX and our services, you hereby agree that you understand you are legally bound to the Agreement and all applicable laws and regulations. CENTRALEX reserves the right to suspend or close your account in the instance where you fail to comply with applicable laws and regulations. 

As a user, you are subject to, and solely responsible for obeying and complying with governing laws and regulations of the state, province, country, and/or jurisdiction in which you reside, in relation to your use of CENTRALEX and its Services.  

  1. CENTRALEXUSERS AND ACCOUNTS REGISTRATION AND IDENTITY VERIFICATION 

 

Every User is required to sign up, register, and apply for a CENTRALEX account before any services are rendered and actual trading activities may commence. 
 

Eligibility 

In order to be eligible to apply for a CENTRALEX account and use our services you must be (i) at least 18 years old, (ii) you the user must have the full legal capacity to enter into these legally binding terms, (iii) you have not previously been suspend or removed from using CENTRALEX, (iv) you warrant you are not a United States citizen or resident, (v) you are not a restricted resident or citizen of a restricted territory or country, (vi) you are not attempting to gain access to CENTRALEX Services on behalf of a restricted or prohibited person, (vii) you have not been placed on any of the Sanctions lists, published and maintained by the United Nations (“UN”), European Union (“EU”), any EU country, UK Treasury or US Office of Foreign Asset Control (“OFAC”), (viii) you warrant that you will not use CENTRALEX in order to violate any applicable laws and regulations including but without limitation to illegal activities such as fraud, money laundering, gambling, terrorism financing or prohibited market practices. Please refer to restricted/prohibited activities section 3. 

 

Please note that any citizen or resident of a restricted territory or the United States is strictly prohibited from accessing and using CENTRALEX and our services. 

 

Registration and Identity Verification 

When registering for a CENTRALEX account, you are required to provide up to date, completeaccurate information and accept the terms of this Agreement, the Privacy Policy, and additional CENTRALEX rules. You are the only person who is authorized to use your CENTRALEX account, and therefore you may not share your account credentials with any other person. 

 

Personal Information that will be required from you in order to register an account with CENTRALEX will include but without limitation to Government-issued Identity document or passport, visual face image (Selfie), proof of physical address, and contact information. 

 

You agree and warrant that any and all information that you submit to us is true, accurate, and not misleading in any way. If any previously submitted information changes you agree to update this information immediately. 

 

Under certain circumstances, you may be required to submit additional information to us and complete additional verification steps. 

 

When registering a CENTRALEX account, you agree that your personal information which you have provided may be used through our trusted and approved 3rd party to perform identity verification procedures as well as to be screened for any activities relating to money laundering (ML), terrorist financing (TF), fraud and other financial crimes. 

 

You hereby agree that you permit CENTRALEX to record personal information for the term which your account is open and within 5 years after your account is closed for compliance purposes. 

 

CENTRALEX reserves the right to refuse to open an account for you at our own discretion.  

 

  1. RESTRICTED/PROHIBITED ACTIVITIES

 

By opening a CENTRALEX account and engaging in our services, you hereby agree to comply with the following: 

 

  • You will not engage in any activity which will violate or assist in violating any law, statute, ordinance, regulation. 
  • You will not engage in unlawful behaviour or activities that violate this Agreement or deemed unacceptable by CENTRALEX. 
  • You will not engage in any abusive activities of others that would interfere with another individual’s access and use of CENTRALEX services. 
  • You will not engage in any illegal activity, including the following and without limitation money laundering, fraud, illegal gambling, blackmail, extortion, ransoming data, terrorism financing. 
  • You will not use CENTRALEX services for any form of market manipulation or prohibited market activities. 
  • You will not use a web crawler or any similar techniques to access CENTRALEX’s services or extract data. 
  • You will not upload any material to the CENTRALEX site that contains any harmful programs such as but without limitation to, viruses and trojan horses. 
  • You will not provide any information which is misleading, false, inaccurate, or incomplete. 
  • You will not engage in any activities which are deemed to violate any copyright, patent, trademark, or intellectual property rights. 

 

  1. ACCOUNT CLOSURE AND SUSPENSION

 

Closure and suspension 

You agree that CENTRALEX hereby reserves the right, in our sole discretion to suspend or close your CENTRALEX account (consolidate your accounts if you have more than one) with immediate effect, without any liability to you or any third party. If your CENTRALEX account and services have been suspended or closed, we may block, cancel or reverse any transactions you have authorized. Such actions may occur for any reason, including but not limited to, the following: 

  • Detection of unusual activity on your CENTRALEX account. 
  • Detection of unauthorized access to your CENTRALEX account. 
  • We are required to do so by any applicable law, regulations, or court order. 
  • There are grounds for reasonable suspicion that you have violated our User Agreement, privacy policy, and related business policies. 
  • Your CENTRALEX account is subject to a criminal investigation or other pending litigation. 
  • There are grounds for reasonable suspicion that your CENTRALEX account is engaging in any form of financial crime, fraud, terrorist financing or money laundering. 

 

In any event, which leads to the closure or suspension of your CENTRALEX account, you will remain liable for all activity conducted on your account. Should your CENTRALEX account be closed, we reserve the right to maintain the account and transactional information for a term subject to applicable laws and regulations. 

 

 

Closure request 

If you wish to close your CENTRALEX account, you may do so in accordance with this Agreement. In order to begin the closure procedure, please contact Support who will be able to assist you. Before requesting your account closure, we request that you first withdraw your Crypto assets’ remaining balance. 

 

CENTRALEX reserves the right to refuse any withdrawals from your account in the following instances: 

  • Allowing a withdrawal would be prohibited by law or court order. 
  • Your account has been suspended or closed by CENTRALEX in accordance with this agreement. 
  • We have determined that the Crypto assets in the account have been obtained fraudulently, or illegally. 

 

You will remain liable for amounts due on your account and agree we may deduct these owed amounts from your account prior to completing your closure request. 

CENTRALEX reserves the right to refuse to close your account if it has been determined that the closure request has been made in order to avoid any legal or regulatory investigation.  

 

  1. 5.REGULATORY COMPLIANCE FOR ANTI-MONEY LAUNDERING (AML) AND COUNTER-TERRORIST FINANCING (CTF)

 

CENTRALEX takes compliance extremely seriously and has, therefore set out the following provisions relating to AML and CTF  guided by applicable rules and regulations. 

 

Our AML Policy contains Anti-Money Laundering (“AML”) AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by the Money Service Operator Ordinance (“MSO”), the Anti Money Laundering and Counter-Terrorist Financing Ordinance (“AML CTFO”) and other relevant Hong Kong and International Law, and any other rules and regulations regarding AML. These standards are designed to prevent the use of CENTRALEX services to aid money laundering or terrorist financing activities. We take compliance very seriously. It is our policy to take all necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and related acts that facilitate money laundering, terrorist financing, or any other financial crimes. 

 

In the event that you are suspected of being in breach of any AML compliance provisions, you agree that we have the right to suspend your transaction, User Account, and access to CENTRALEX until a thorough investigation in partnership with Law Enforcement Agencies has taken place. 

 

Should your User Account or any other account registered to or associated with the same CENTRALEX Account be proven to be in breach of any such provision, you agree that we have the right to close your User Account. 

 

In the event that you are the owner and/or designated representative of a CENTRALEX Account that is or has any associated account suspected of being in breach of any AML compliance provision, you agree that we have the right to suspend the associated CENTRALEX Account, all its associated accounts, and your access to CENTRALEX, until a proper investigation has taken place. Should this CENTRALEX Account or any associated account be proven to be in breach of any such provision, you agree to forfeit any and all funds in the Fiat Account and/or Crypto Asset Account associated with this CENTRALEX Account to the appropriate authorities. 

 

AML Policy focus 

Our AML Policy also focuses on the detection and prevention of fraudulent activity in the following ways: 

  • Identification and assessment of fraud-related risk areas; 
  • Procedures and controls to protect against identified risks; 
  • Allocation of responsibility for monitoring risks; and 
  • Procedures for the periodic evaluation of revision of the anti-fraud procedures, controls, and monitoring mechanisms. 

 

  1. RULES AND REGULATIONS FOR TRANSACTIONS

 

All of your orders or requests that are facilitated by CENTRALEX or its managers, directors, officers, employees, consultants, agents, advisors, financial institutions with which we work, licensors, licensees, or its or their affiliates (collectively, “CENTRALEX”) shall be subject to all laws, regulations, and rules of any applicable governmental or regulatory authority, including but not limited to, money service operator business regulations under the Money Services Operators Ordinance, the relevant regulations of the Hong Kong Customs and Excise Department and AML/CTF provisions as mandated by Hong Kong Law and any other rules and regulations regarding AML/CTF. 

 

As such, legislative and regulatory changes or actions at the local or international level may adversely affect the use, transfer, exchange, and value of your Crypto Assets. 

 

Transaction limits 

By using CENTRALEX’s services, you hereby agree to the transaction and transfer limits enforced by CENTRALEX. 

 

Your account transaction limits will be determined by your account level, your CENTRALEX account level can be viewed in your CENTRALEX account profile. For more information pertaining to the various account levels, please view our account level guideline policy. 

 

If you wish to increase your current transactional limit, you will be required to submit a request to our support team. In order to proceed with the request for an increased limit on your CENTRALEX account, you will be subject to an enhanced due diligence process where you will be required to supply additional information, and this process may come at an additional cost to you. You must also fully understand that this process does not guarantee that CENTRALEX will approve your limit increase request.  

 

  1. 7. FEES

You agree to pay CENTRALEX all the fees (as specified in our fees schedule) associated with or incurred by your CENTRALEX account for the orders entered and services you have received, and you authorize that CENTRALEX may deduct these fees from your CENTRALEX account at the time at which a given transaction occurs. 

 

Our transaction fee is reflected in the maker-taker price spread. No additional transaction fee is charged except for any possible service charge. 

 

We reserve the right to change, modify or increase our Fee at any time. Any change to the Fee, including adjustments to any of the tiers or rates, will be effective without any notice.Your use of CENTRALEX following any update to our Fee is considered to be your acceptance of any such changes. 

 

  1. 8. FUNDS AND OWNERSHIP

 

You agree, represent, and warrant that no funds/Crypto Assets transferred to your CENTRALEX account, either by means of Crypto Assets or Fiat currency, are not the direct or indirect proceeds of any criminalfraudulent, or prohibited activity. You hereby agree and warrant that you own any Crypto Asset used by you in connection to our Services. 

 

  1. 9. PRIVACY POLICY AND DATA PROTECTION 

 

CENTRALEX takes your privacy and the protection of your personal information very seriously. For more information on this, please read through our Privacy Policy and Cookie Policy to better understand how we collect and treat your personal information. The below-mentioned provisions relate specifically to the sharing of your information. 

 

You acknowledge and agree that we will share information concerning you (i) with our financial institutions and appropriate local and foreign regulatory authorities in connection with providing the services contemplated by this Agreement and (ii) in response to a court or government order. 

 

We may also disclose information about you and your accounts to any of the authorities in accordance with the Privacy (Data Protection) Ordinance (“PDPO”) applicable laws, our Privacy Policy, and customary banking practices. 

 

Lastly, you agree that we may obtain and use such information as may be necessary for legitimate business needs in connection with the operation of CENTRALEX. Please see our Privacy Policy which available on our Site for more detailed information. 

 

  1. 10. RISK DISCLOSURE

 

Trading Bitcoin, Ethereum, or any other Crypto asset carries a high level of risk and may not be suitable for you. You should be aware that you may sustain a total loss of the asset. Before accessing or using CENTRALEX, please consider the following risks: 

  • The risk of loss in trading Crypto Assets may be substantial, and losses may occur over a short period of time; 
  • The price and liquidity of Crypto Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future; 
  • Legislative and regulatory changes or actions in your local jurisdiction or at the international level may adversely affect the use, transfer, exchange, and value of Crypto Assets; 
  • Crypto Assets are not legal tender, are not backed by any government, and Crypto Asset accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections; transactions in Crypto Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable some Crypto Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate the transaction; 
  • The value of Crypto Assets may be derived from the continued willingness of market participants to exchange fiat currency for Crypto Assets, which may result in the potential for a permanent and total loss of value of a particular Crypto Asset should the market for that Crypto Asset disappear; 
  • The nature of Crypto Assets may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by CENTRALEX may prevent the access to or use of your Crypto Assets; 
  • The prices quoted on CENTRALEX may not necessarily reflect the broader market. 
  • The use of electronic trading systems and communication networks to facilitate trades exposes you to risks associated with the system, including the failure of hardware and software system or network down timed access or connection failures. You acknowledge that CENTRALEX will not be responsible for any service disruptions, errors, or delays that you may experience while using its services. 
  • If you are located in Hong Kong, please note the Hong Kong Government risk warning on virtual commodities. 

 

YOU ACKNOWLEDGE AND AGREE TO ACCESS AND USE CENTRALEX AT YOUR OWN RISK. THE POINTS NOTED ABOVE APPLY TO ALL TRADING PAIRS AVAILABLE ON CENTRALEX. HOWEVER, THIS BRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS ASSOCIATED WITH TRADING CRYPTO ASSETS. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. PLEASE CAREFULLY CONSIDER YOUR INVESTMENT OBJECTIVES, LEVEL OF EXPERIENCE, AND RISK APPETITE BEFORE USING ANY OF OUR SERVICES. SEEK ADVICE FROM AN INDEPENDENT FINANCIAL ADVISOR IF YOU HAVE ANY DOUBTS. 

 

  1. 11. ATTACKS ON BLOCKCHAIN NETWORKS

 

Please note that CENTRALEX does not have any ability to prevent or avoid attacks on blockchain networks, ultimately leading to a significant decrease in a Crypto Assets value or theft of Crypto Assets. 

 

12. CRYPTO TO CRYPTO TRADING AND ORDERS PROCESS 

 

Once you have successfully applied and completed your account application and registration (which includes successfully completing our AML/CTF and KYC checks), you will be able to access the CENTRALEX Exchange (‘Exchange”) via your CENTRALEX Account. You will have access to the Exchange as per our prescribed operating times. Please note during periods of unforeseen downtime which are due to forces outside of CENTRALEX’S control you will not have access to the Exchange. There will also be no access to the Exchange during (i) planned maintenance, (ii) Emergency maintenance, and (iii) during any other period where CENTRALEX deems that the suspension of Exchange services is necessary. 

 

When you have placed an order (sent an instruction) through your account on the Exchange, your account will immediately be updated to reflect the open order. Once your order matches another user’s order, the order (‘Transaction”) will be executed. Upon the completion of the Transaction, your account will be updated immediately and reflect that your order has fully executed and closed. Take note that once an order has matched, you will not be able to cancel the order. 

 

Your order has only been partially matched in the scenario where your order shall remain open until it is fully executed. The partial execution of your order will immediately reflect on your account. If you wish to cancel such an order, you may only request to cancel the open order’s unmatched portion. If the remaining portion of your order is matched before the cancellation request, you will not be able to cancel the portion of the order, and the Transaction will be fully executed. 

 

Please take note that you may only cancel orders which have not been matched in any way. 

 

Orders submitted by you are required to be within the predetermined minimum. Maximum values (these values may be periodically adjusted), with this you are also required to have an available balance of the selected Crypto Asset in your account to be able to submit an order (this balance must be sufficient to cover the total value of the order and any applicable fees). You agree that once an order has been completed, it cannot be reversed. 

 

CENTRALEX reserves the right to reject or cancel Orders made and/or pending during downtime. Certain deposit or withdrawal requests for both Crypto Assets and fiat currency may not be processed outside of normal operating hours. 

 

Orders may be subject to delays, difficulties, and/or conditions affecting transmission or execution of Orders over which CENTRALEX has no control, including, but not limited to, mechanical or electronic failure or market congestion. We are not liable for any delays, difficulties, or conditions adversely affecting Orders’ transmission or execution. CENTRALEX shall not be liable for any refunds as a result of the technical issues outlined above. 

 

If an order request is deemed suspicious, we reserve the right to suspend the order(“Transaction”) as we may require an additional confirmation from you prior to the order’s execution. 

 

Your conduct on the CENTRALEX Exchange is expected to be in accordance with the provisions of this Agreement and the Exchange Platform Rules.  

 

  1. 13. SYSTEMS OPERATIONS

 

System disruptions and malfunctions 

We reserve the right to reverse and/or cancel one or more Orders in the event of (i) any system disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms or other components of or integral to CENTRALEX or of Crypto Assets, (ii) any other severe business disruption to CENTRALEX, its systems or Crypto Assets, where the nullification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of you and the public interest. 

 

If such a disruption or malfunction occurs, our Chief Executive Officer, President and (or their designees), or others as may be designated by our Board of Directors, may review such Orders and declare such Orders arising out of the operation of CENTRALEX during such period null and void. 

 

Absent extraordinary circumstances, any such action of the Chief Executive Officer, President and (or their designees), or the board of managers’ designees, pursuant to this paragraph will be taken within three (3) business days of detection of the erroneous transaction or disruption or malfunction. We will notify you if you are involved in any such event as soon as practicable. 

 

Systems not guaranteed 

CENTRALEX uses commercially reasonable efforts to provide the trading service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside the control of CENTRALEX. These factors can contribute to delays or errors in service or system outages. 

 

In no event will we, or our affiliates, be liable to you or others for any damages, direct, indirect, consequential or special, including, without limitation, all losses, costs, expenses, loss of profits, loss of business revenue or failure to realize expected savings arising from or out of the existence, furnishing, or functioning of CENTRALEX, or any act or omission in connection with your accessing CENTRALEX. 

 

We are not liable by reason of acting or failing to act due to an error in an Order request actually received by us, or as a result of an Order request not being received by us. We, or our affiliates, are not responsible for any losses, damages or personal injury that any person suffers as a result of you accessing CENTRALEX. 

 

  1. 14. INTELLECTUAL PROPERTY AND OTHER RIGHTS 

 

Proprietary Rights and Limitations on the use of the platform 

CENTRALEX website and trading platform is our proprietary platform. All rights are reserved. CENTRALEX is protected by copyright and other intellectual property laws. 

 

You agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store CENTRALEX (or any portion thereof, including CENTRALEX source code or data or other information provided via CENTRALEX, without the express prior written consent of the CENTRALEX Parties. You may not use CENTRALEX for any unlawful purpose. 

 

License to use CENTRALEX Platform 

By agreeing to and complying with this Agreement and any other agreement which may be in place between you and CENTRALEX, we hereby grant you a limited, revocable, non-assignable, non-transferablenon-exclusive, non-sublicensable, royalty-free license to access CENTRALEX and use CENTRALEX Services,only for approved purposes determined by CENTRALEX, consistent with this Agreement. All other uses, including for commercial purposes, are prohibited. All rights in and to CENTRALEX, and not granted herein, are reserved. 

 

Right to change or remove features 

CENTRALEX reserves the right to change, suspend or discontinue any feature or aspect of our Services at any time and in any jurisdiction, without notice and without liability, at our sole discretion.  

 

Right to suspend service. 

CENTRALEX reserves the right to suspend its Exchange services at any time without notice and without liability, at our sole discretion. 

 

Trademark Rights 

CENTRALEX and the CENTRALEX logo (whether registered or unregistered) (the “Marks”) are proprietary marks licensed to CENTRALEX and protected by applicable trademark laws. Nothing contained in this Agreement should be construed as granting any license to or right to use any of the Marks displayed here without our express written consent. Any unauthorized use of our Marks is strictly prohibited. 

 

Third-Party Intellectual Property Rights 

You may not use any of our Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Crypto Assets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to CENTRALEX or any portion thereof. We may use technology that is the subject of one or more pending patent applications. 

 

Third-Party Websites 

CENTRALEX may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. CENTRALEX has no control over any other websites or contents and will have no liability arising out of or related to such websites or their contents. The existence of any such links does not constitute an endorsement of such websites or the products and services offered by the websites, the contents of the websites or the operators of the websites. CENTRALEX is providing these links to you only as a convenience. 

 

Submissions to CENTRALEX 

CENTRALEX cannot agree to obligations of confidentiality or nondisclosure regarding any unsolicited information you submit to us, regardless of the method or medium is chosen. By submitting unsolicited information or materials to the CENTRALEX, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary. 

 

CENTRALEX does not provide any facility for sending or receiving private or confidential electronic communications. You should not use CENTRALEX to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into CENTRALEX can and may be read by the CENTRALEX Parties, regardless of whether they are the intended recipients of such messages. 

 

  1. 15. DISCLAIMERS, WARRANTIES AND INDEMNITIES

 

Ordinary Care 

You acknowledge and agree that the CENTRALEX Parties cannot be held responsible for any failure or delay to act by CENTRALEX, or any other participant in any transaction within the time limits prescribed by law or permitted by this Agreement that is caused by your negligence. 

 

CENTRALEX also cannot be held responsible for any failure or delay caused by an interruption to one of our communication facilities, suspension of payments by another financial institution or one of our Banks, or in the event of any act, condition or cause beyond our reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake or other acts of God, fire, water, war, acts of war, terrorist activities, insurrection, riot, labour dispute or strike, the action of government, utility or other service outages or failures, or emergency conditions. 

 

In addition, the CENTRALEX cannot be held responsible for any “System Disruptions or Malfunctions” (as defined in this Agreement) or “System Failure” (defined as a failure of any computer hardware or software used by CENTRALEX or any communications lines or devices used by CENTRALEX), which prevents us from fulfilling our obligations under this Agreement or other circumstances beyond the control of CENTRALEX, provided we exercised reasonable diligence as such circumstances would reasonably require. Accordingly, we shall not bear any liability, whatsoever, for any damage or failure caused by any computer viruses, spyware, worms, Trojan horses, or other malware that may affect computers or other devices, or any spoofing, phishing or any other attack. 

 

Furthermore, you agree that any act or omission made by CENTRALEX or one of our Banks in reliance upon or in accordance with any provision of any rule or regulation of Hong Kong, Hong Kong Customs and Excise or any other regulatory agency having jurisdiction over such party shall constitute ordinary care. 

 

Legal Costs 

You agree to indemnify CENTRALEX for legal costs and expenses directly related to the structuring, support and/or defence of any of your transactions made with CENTRALEX, and for costs and expenses related to any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated. 

 

As a result, we will be entitled to charge you for such costs without notice, including legal and enforcement related costs that we incur. 

 

Recording and Archiving 

You acknowledge and agree that for our mutual protection we may electronically record any of our conversations with you and archive all online transactions, communications and information relating to your transactions and/or your use of CENTRALEX. 

 

Tax Advice and Information 

You acknowledge and agree that CENTRALEX does not provide legal, tax or investment advice, and to the extent you deem necessary. You will consult with Corporate professionals in your own jurisdiction prior to using CENTRALEX or implementing any financial plan. 

   

Non Solicitation 

All Orders received through CENTRALEX will be considered unsolicited, which means that you have NOT received any investment advice from us or any of our affiliates connected with any of your Orders and that we will not conduct a suitability review of any such Orders. You also acknowledge and agree that you have NOT and do not expect to receive any investment advice from us or any of our affiliates connected with your Orders. In addition, your review of our Blog and/or FAQ does not constitute any solicitation or investment advice. 

 

Investment Advice 

All investment decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for and shall in no circumstances be liable to you in connection with such decisions. Under no circumstances will the operation of CENTRALEX be deemed to create a relationship that includes the provision or tendering of investment advice. 

 

Sophisticated Investing 

You acknowledge and agree that by using CENTRALEX and entering Orders, you have sufficient knowledge to make such Orders. You are responsible for making sure that any Orders entered on CENTRALEX are accurate and intentional. We may, in some cases, and at our discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of your normal range of activities. 

 

The information and services provided on CENTRALEX are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory organization or where CENTRALEX is not authorized to provide such information or services. CENTRALEX may not be available in all jurisdictions. 

 

Indemnification 

You agree to indemnify and hold harmless CENTRALEX, CENTRALEX operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and representatives for any act, omission, an error of judgment or loss suffered by you in connection with your use of CENTRALEX Services, and your breach of this Agreement or your violation of any applicable law or regulation 

 

You acknowledge and agree to indemnify and hold harmless the CENTRALEX, CENTRALEX operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and representatives from or against any or all liabilities, obligations claims or demands including losses, damages, penalties, fines, actions, judgments, suits, costs, expenses, including reasonable attorneys’ fees, rights, claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of CENTRALEX Services, your breach of this Agreement, your violation of any applicable law or regulation, or our performance or non-performance of duties. 

 

Legal Process 

We may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal processes. Such party reasonably and in good faith believes to be valid. We may, but are not required to, notify you of such process by telephone, electronically or in writing. 

 

If we are not fully reimbursed for our record research, photocopying and handling costs by the party that served the process, we may charge such costs to you, in addition to any legal process fees. 

 

You agree to indemnify, defend and hold the CENTRALEX harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages associated with our or their compliance with any process that such party believes reasonably and in good faith to be valid. 

 

You further agree that our financial institutions and we may honour the legal process that is served personally, by mail, or by facsimile transmission at any of our or their respective offices (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where your CENTRALEX records are maintained. 

 

  1. 16.LIABILITYS

 

The CENTRALEX Parties are not giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use CENTRALEX or providing the services herein, the ability to purchase or sell Crypto Assets or the storage of Crypto AssetsCENTRALEX does not recommend or endorse that you purchase or sell Crypto Assets, including bitcoin, ether or any other asset or to make any investment. Before engaging in any trading or investment activity, you should consult a Corporate professional. 

 

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES THAT WE PROVIDE THROUGH CENTRALEX ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS. THE CENTRALEX PARTIES DO NOT REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF CENTRALEX OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. THE CENTRALEX PARTIES SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF CENTRALEX OR ANY SERVICES PROVIDED BY THE CENTRALEX, INCLUDING ANY LOSS CAUSED IN WHOLE OR PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE NEGLIGENCE OF THE CENTRALEX PARTIES OR CONTINGENCIES BEYOND THEIR CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING CENTRALEX, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT WILL THE CENTRALEX PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF CENTRALEX, THE SERVICES THEREON OR THE INFORMATION THEREIN. 

 

IN NO EVENT WILL CENTRALEX BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY OTHER DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION  DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OF ANY KIND ARISING OUT OF RELATION TO USE OF CENTRALEX SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF CENTRALEX SERVICES, EVEN IF THE CENTRALEX HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. WE CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO CENTRALEX. 

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. 

 

  1. 17.DISPUTE RESOLUTION, ARBITRATION & CLASS ACTION WAIVER

 

You hereby agree to contact CENTRALEX through our support channel if you wish to raise a dispute or issue a complaint and will attempt to first resolve any dispute or complaint amicably with CENTRALEX before resorting to any formal legal proceeding. You hereby agree to use the process stated below. 

 

Dispute Resolution 

In any instance where you raise a complaint or dispute with CENTRALEX you hereby agree to the following; 

  • Firstly, you will contact our support team who will issue you with a reference ticket number then attempt to resolve the dispute internally with you in an amicable manner as soon as possible, prior to any formal legal proceedings. 
  • Upon a dispute being raised with CENTRALEX, all parties agree to act in good faith when attempting to resolve the dispute in question. 
  • Upon the receipt of your complaint/dispute a CENTRALEX support agent will respond within 21 business days with either of the following: (a) offer a resolution (b) offer a resolution to the dispute/complaint using alternative solutions (c) reject your dispute/complaint supported by the reasons for rejecting the complaint/dispute. 
  • If for any reason the CENTRALEX agent is unable to respond to your complaint/dispute within the prescribed 21 business days, you will be notified of this. You will be provided with feedback within 60 business days from the receipt of your complaint/dispute. 
  • You hereby acknowledge and agree in the instance where your complaint/dispute in relation to (a) this User Agreement, or (b) the services, cannot be resolved through our formal internal complaint process shall be resolved through binding arbitration. See the section below relating to arbitration. 

Arbitration 

Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in the Hong Kong International Arbitration Centre (“HKIAC”), administered by HKIAC and conducted in English. You expressly agree that any dispute about this Agreement’s scope to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court; provided, however, that any of the CENTRALEX Parties may, without inconsistency with this arbitration provision, apply to any court for a preliminary remedy, i.e., equitable or injunctive relief, or to seek enforcement of the arbitral award. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. Any such arbitration shall be conducted in accordance with the then prevailing HKIAC Arbitration Rules & Procedures. 

 

CLASS ACTION WAIVER 

By agreeing to the terms stipulated in this User Agreement, you hereby waive the right to participate in a class action. You hereby agree that all claims must be brought about in an individual capacity and not as a plaintiff or class member in any purported class, collective action or representative proceeding to the extent permissible by law and that the designated arbitrator may not consolidate more than one person’s claim in any class arbitration. 

 

You agree that this section of this Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters. 

 

  1. 18. MISCELLANEOUS TERMS

 

Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the parties’ rights and obligations shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and CENTRALEX. 

 

Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to their definitions and interpretations in the English language. 

 

Section headings in this Agreement are for convenience only and do not govern the meaning or interpretation of this Agreement’s provision. 

 

Additional Terms 

  • The terms set out in this Agreement govern your use of CENTRALEX and the services that we provide. Once you visit our website and related pages on social media, you agree to be bound by the terms of this Agreement and acknowledge that you have received the disclosures set forth herein. If you do not agree to this Agreement’s terms, please do not visit, access or use CENTRALEX or the services that we provide. 
  • If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. 
  • This Agreement constitutes the entire agreement between you and the CENTRALEX Parties, relating to your use of or participation in CENTRALEX . This Agreement supersedes any and all other agreements, oral or in writing, with respect thereto between you and the CENTRALEX Parties. 
  • The failure of any of the CENTRALEX Parties to insist upon strict compliance with any term or provision shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. 
  • This Agreement shall not be construed to waive rights that cannot be waived under applicable state and federal laws. 
  • This Agreement, or your rights and obligations hereunder, may not be transferred by you but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Agreement shall be binding and inure to the benefit of the parties hereto, our successors and permitted assigns. 
  • In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale or other change of control. 
  • The provisions of this Agreement shall survive the termination or expiration of this Agreement. 

 

Regulatory Uncertainty 

Crypto Assets are exposed to legal and regulatory risks which may change at any given time. Each jurisdiction currently varies in its legal and regulatory approach to Crypto Assets. We recommend that you actively monitor the legal and regulatory requirements of your applicable jurisdiction. 

 

Governing Law 

This Agreement, your use of CENTRALEX, your rights and obligations, and all actions contemplated by, arising out of or related to this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the Peoples Republic of China (“Hong Kong SAR”) as if this Agreement is a contract wholly entered into and wholly performed within the Hong Kong SAR. 

 

YOU AGREE THAT ALL ORDERS, DEPOSITS, WITHDRAWALS OR SALES ON CENTRALEX AND CONTEMPLATED ACCORDING TO THE TERMS OF THIS AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN HONG KONG SAR AND BE SUBJECT TO THE INTERNAL LAWS OF HONG KONG SAR WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS. 

 

You agree that your obligations and the obligations of each User set forth in this Agreement are necessary and reasonable in order to protect the CENTRALEX and our business. You expressly agree that due to our business’s unique nature, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this Agreement. Accordingly, you acknowledge and agree that any such violation or threatened violation shall cause irreparable injury to the CENTRALEX and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the CENTRALEX shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or your continuation of any such breach, without the necessity of proving actual damages. 

 

  1. 19.QUESTIONS AND CONTACTS

 

If you have any questions regarding our User Agreement or would like more information about CENTRALEX, please feel free to view our FAQ’s or to contact us via our support services; 

 

Email: [email protected] 

 

Please note we provide no warranty about the speed of our response.