PHEMEX TERMS OF USE

Preamble

THIS TERMS OF USE, TOGETHER WITH, THE TRADING RULES, ANY OTHER RELEVANT RULES, STATEMENTS, POLICIES, AND DOCUMENTS INTO WHICH YOU AND PHEMEX HAVE ENTERED, CONSTITUTE THE ENTIRE AGREEMENT AND CONTAINS IMPORTANT TERMS AND CONDITIONS APPLICABLE TO THE ACCOUNT AND SERVICE. BY REGISTERING FOR AN ACCOUNT OR USING ANY OF THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACEPT ALL OF THE TERMS AND CONDITIONS IN THIS TERMS OF USE, AND YOU ACKNOWLEGDE AND AGREE THAT YOU WILL BE BOUND BY THIS TERMS OF USE.

Our Services are not offered to persons who have connections with the “Proscribed Address” or who are “Proscribed Person(s).” And Phemex reserves the right to halt or suspend Phemex Exchange Transaction, Custody, Futures Transaction and other Services at such time and for such duration in our absolute discretion, including in case of emergency market closures and to allow for system upgrades / maintenance or node upgrades, or where, in our opinion, such Transaction, deposits and/or withdrawals may result in Phemex being associated with a Proscribed Person or Proscribed Address. To the extent such persons use the Services irrespective of the foregoing, they will be deemed to be subject to this Terms of Use.

This Terms of Use do not fully disclose the risks or material aspects of conducting Transactions or using the services. You should read this Terms of Use in full and consult your own independent professional advisors before entering into any Transaction and only use the Services if you have fully understood the nature, the contractual relationship you are entering into, all relevant terms and conditions and the nature and extent of your exposure to Losses (as defined below).

1.DEFINITIONS

Unless the context suggests the otherwise, the following words and expressions shall have the following meanings under this Agreement:

1.1 “Account” means the account (including its sub-account, if any) opened by you at Phemex for the purpose of utilizing the Services including but without limitation to, the sale and purchase of Virtual Assets and recording your Transactions.

1.2 “Affiliate” means:

1. in relation to a corporation, partnership or any other form of legal entity, another entity or person that, directly or indirectly, is Controlling, Controlled by or under common Control with such entity; or
2. in relation to any individual, a minor child of that individual and any company or trust which is directly or indirectly Controlled by such individual;

1.3 “Agreement” means the written agreement between you and Phemex regarding the opening, maintenance and operation of the Account as amended from time to time, including but not limited to this Terms of Use, Risk Disclosure and Disclaimer, Phemex Privacy Policy, any document setting out the fees, costs, charges and expenses that may apply to any Service provided by us and/or any Transaction, and any other rules, notifications, guidelines, terms or agreements designated by us from time to time;

1.4 “Airdrop” means the attempted distribution or distribution by a Virtual Asset network of any Virtual Assets to Virtual Asset addresses of a supported network;

1.5 AML/CTF Requirements” mean any requirements by Applicable Law pertaining to anti-money laundering, and counter-terrorist financing;

1.6 “API” means the application programming interface that we may make available to you in respect of the Services, subject to our discretion and applicable terms;

1.7 “APP” means the mobile application that we may make available to you in respect of the Services, subject to our discretion and applicable terms;

1.8 “Applicable Law(s)” means any local or foreign law, ordinance, regulation, demand, guidance, guidelines, rules, codes of practice, whether or not relating to Government Agencies as amended, reacted and replaced from time to time, that may have a jurisdiction on this Terms of Use or any other terms of the Agreement;

1.9 Business Day means a day that is not a Saturday, Sunday, other general holiday in Greenwich Mean Time (UTC+0), at any time between 9:00 am and 5:00 pm.

1.10 "Control" means:

1. the power (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) to appoint and/or remove all or such number of the members of the board of directors or other governing body of an entity or partnership as are able to cast a majority of the votes capable of being cast by the members of that board or body on all, or substantially all, matters, or otherwise to control or have the power to control the policies and affairs of that person; and
2. the holding and/or the possession of the beneficial interest in and/or the ability to exercise the voting rights applicable to shares or other securities in any person which confer in aggregate on the holders thereof more than 50% of the total voting rights exercisable at general meetings of that person on all, or substantially all, matters, “Controls” and “Controlled” shall be construed accordingly;

1.11 “Country of Residence” means the jurisdiction associated with your Account as determined through KYC by your official identification document and verified residential address.

1.12 “FATCA” means the U.S. Foreign Account Tax Compliance Act (as amended and updated);

1.13 Fiat Currency means any asset that is:

1. legal tender in a country or territory; and
2. customarily used and accepted as a medium of exchange in its country or territory of issue, in each case, as determined by us.

1.14 “Fork” means any change in the operating rules of the underlying protocols of a Virtual Asset that may result in: a) more than one version of that Virtual Asset; and/or b) Phemex holding an amount (which may be an identical amount) of Virtual Assets associated with each forked network, in each case as determined by us;

1.15 “Government Agency” means any government, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity;

1.16 “Infrastructure Participant” means any trading venue or other financial market infrastructure that facilitate the clearing, settlement, and recording of transactions relating to Fiat Currencies or Virtual Assets;

1.17 “Instruction” means any communication which Phemex would reasonably deem as having been given by you in relation to a Transaction;

1.18 “KYC” means know-your-client standards, procedures, and any relevant requirements under Applicable Laws or industrial practice;

1.19 “Losses” means the all losses, damages, liabilities, deficiencies, costs, charges and expenses, including without limitation all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement whether incurred by you or claimed by a third person or otherwise in relation to any activities under this Terms of Use or any other terms under the Agreement.

1.20 “Network Event” shall mean, in relation to a Virtual Asset, any event (other than an Airdrop or Fork) in respect of the blockchain or the smart contract that underlies a Virtual Asset, which is beyond our control, and results in either:

1. a loss of control or ownership by us or a third party of any amount of such Virtual Asset; or
2. Transaction records on the blockchain being altered, reversed or otherwise invalidated, whether by way of a fraudulent act or consensus, which shall include without limitation any double spending attack, 51-percent attack, or blockchain reorganization where in each such foregoing instance, Phemex shall have the sole discretion to determine whether a Network Event has occurred;

1.21 “Network Participant” means a person or entity who has the ability to cause the occurrence of a Network Event, including any group of persons or entities acting in concert;

1.22 “Phemex” means relevant Phemex Exchange and other Phemex group entity which is providing the Services directly and specifically, such entity may also be referred to as “we,” “us,” or “our” interchangeably according to the context.

1.23 “Phemex Exchange” means the Virtual Assets trading platform branded “Phemex Exchange” available via Website or APP which is operated by us;

1.24 “Proscribed Address” means:

1. any blockchain address that appears in a list of addresses with which dealings are proscribed by the United Nations or another Government Agency or relevant authority under Applicable Laws, or is part of a group of addresses that appears in such a list; and
2. without limiting the generality of this definition, an address stated on the United States of America Department of Treasury’s Specially Designated Nationals list.

1.25 “Proscribed Person” means a person who appears to Phemex to:

1. be in breach of any AML/CTF Requirements of any jurisdiction;
2. appear in a list of persons with whom dealings are proscribed by the United Nations or another Government Agency or a regulatory authority under Applicable Laws; or
3. act on behalf, or for the benefit of, any person described in paragraph (a) or (b).

1.26 “Restricted Territories” means: any region which belongs to one of place within the United States of America, United Kingdom, Ontario (Canada), Québec (Canada), Alberta (Canada), Saskatchewan (Canada), Afghanistan, Angola, Belarus, Belgium, Burundi, Central African Republic, China, Cuba, Crimea, Democratic Republic of the Congo, Ethiopia, Eritrea, Guinea, Guinea-Bissau, Haiti, Iraq, Iran, Ivory Coast, Lebanon, Liberia, Libya, Mali, Myanmar, Nicaragua, North Korea, Palestine, Republic of Seychelles, Russia, Rwanda, Sierra Leone, Somalia, South Africa, South Sudan, Sudan, Syria, Venezuela, Yemen, Zimbabwe, or any other jurisdiction where the Services offered by Phemex are restricted;

1.27 “Rules” means all of the Transaction and operational rules and policies of Phemex, as well as admission and removal rules and criteria and any procedures and requirements relating to Phemex Exchange, as amended from time to time;

1.28 “Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council and/or the United States of America, or the European Union, or the United Kingdoms, or any other jurisdictions selected for inclusion hereunder by us from time to time;

1.29 “Service(s)” means any of the following services provided by us to you from time to time subject to the Agreement:

1. Transaction services for Virtual Assets;
2. Custody services for Virtual Assets and/or fiat currencies; and
3. Any other services as provided by us and/or our Affiliates from time to time.

1.30 “Tax(es)” means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of Phemex;

1.31 “Terms of Use” means this Phemex Terms of Use as may be amended by us from time to time;

1.32 “Transactions” means any transactions concerning the purchase, subscription, sale, trade, exchange or other disposal and/or dealings in any and all kinds of Virtual Assets including (but not limited to) holding of Virtual Assets on behalf of the you and the provision of nominee or custodian service therefor and other transactions effected under or pursuant to this Terms of Use and any other terms under the Agreement;

1.33 “Virtual Asset(s)” mean digital representations of value which may be in the form of digital tokens (such as digital currencies, utility tokens or security or asset-backed tokens), any other virtual commodities, crypto assets or other assets of essentially the same nature, as determined and approved by us from time to time for use in connection with the Services and any services provided by us to you;

1.34 “Virtual Asset Service Providers” means a natural or legal person that (i) meets the definition given to such term under Applicable Laws; (ii) complies with Applicable Laws; and (iii) has a digital address that has been approved by us;

1.35 “Website” means www.phemex.com, or any similar website relating to Phemex Exchange that is operated and maintained by us.

1.36 “You” means a person or entity who has opened an Account with Phemex, include the person’s or entity’s successors and assigns (as applicable). When referring to a third party, this term may be modified to “User(s)”, as the context suggests appropriate.

2.SCOPE AND APPLICATION

2.1 The Agreement constitute a single agreement and sets out the terms and conditions that apply to your use of the Services and your Account.

2.2 The Agreement comprises:

1. 1. Part 1 of the Phemex Terms of Use, which applies to the Services generally;
  2. Part 2 of the Phemex Terms of Use, which applies to the Futures Transaction Services;
  3. Part 3 of the Phemex Terms of Use, which applies to the Custody Services;
  4. Part 4 of the Phemex Terms of Use, which applies to the Ancillary Products;
  5. Part 5 of the Phemex Terms of Use, which applies to Third-party Services;
  6. in respect of the exchange Services, the trading Rules;
  7. any document setting out the fees and Costs that may apply to a Service, and/or Virtual Asset Transaction;
  8. any other rules, notifications, guidelines, terms or agreement designated by us from time to time to be a part of the Agreement; and
  9. any supplements, additions, annexures, terms incorporated by reference and/or notices issued by us, including the Application Form and any Confirmation.

2.3 Your access and use of the Services are subject to our approval and discretion. Some Services may not be available to you depending on your Country of Residence and other factors.

2.4 We may impose limitations on your use of the Services, including where there are limits on certain Virtual Asset Transactions imposed on third parties.

3.KYC and AML/CTF COMPLIANCE POLICY

3.1 You agree that prior to accessing or using the online Transaction service or your Account, whether you locate in or outside your Country of Residence, you shall comply with any Applicable Laws, rules or regulations, whether in or out of the jurisdiction where you are located.

3.2 Our AML and CTF procedures are guided by all applicable rules and regulations regarding AML and CTF. These standards are designed to prevent the use of the Phemex Exchange for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing or any other financial crimes.

3.3 You shall complete our KYC verification and AML/CTF requirements as may be required by us from time to time. You shall conduct your activity on the Phemex Exchange in compliance with all applicable AML/CTF requirements and Sanction requirements.

3.4 You further acknowledge that Phemex may, at any time after the Account is established, request further information from you for the purpose of KYC verification or AML/CTF requirements and you shall promptly provide any information as required by us, otherwise Phemex may suspend any activities of your Account without further notice.

3.5 In the event that you cannot satisfy Phemex in respect of KYC requirements and AML/CTF requirements, then you may not be able to open and/or access the Account and Services, Phemex will have sole discretion in deciding whether to terminate your Account and Services.

3.6 If any Virtual Assets you transfer to Phemex under this Terms of Use would be subject to the applicable reporting requirements such as FATCA (including those contained in sections 1471(b) or 1472(b) of the FATCA, as applicable) on the United States federal withholding tax as imposed, you hereby agree and shall deliver to Phemex, at the time or times prescribed by Applicable Laws and at such time or times reasonably requested by us, such documentation prescribed by Applicable Laws (including as prescribed by section 1471(b)(3)(C)(i) of the FATCA) and such additional documentation reasonably requested by us as may be necessary for Phemex to comply with our obligations under FATCA or any Applicable Laws.

3.7 Notwithstanding any other provision of this Terms of Use to the contrary, Phemex is not obliged to do or omit to do anything if it would, or might in our reasonable opinion, constitute a breach of any AML/CTF requirements.

3.8 You agree that Phemex may take reasonable time to consider, verify or block a Transaction, if you or any other person or entity in connection with the Transaction becomes a Proscribed Person or has connection with a Proscribed Address, or upon the occurrence of a match on our sanctions filters.

4.ACCOUNT

4.1 Establishing an Account for the Services

a. In order to provide Services to you, we may open an Account in your name or otherwise in respect of you. To open and maintain an Account with us and access Services, you must:

1. 1. complete all required elements on the registration page as requested by us; and
  2. provide such information as we reasonably request. The information that you provide must be complete, accurate and up-to-date.

b. We have the sole discretion as to the opening, operation and closure of the Account. Without limiting the terms of the Agreement, we may, at any time, without liability:

1. 1. vary, suspend or close your Account;
  2. specify or vary the scope of the Services able to be transacted through your Account;
  3. prescribe the types of Virtual Assets supported in respect of your Account;
  4. set or vary any limit regarding the Account or Services; and/or restrict or impose conditions or limits on the Account.

c. Any Account is established and maintained by us for the sole purpose of providing the Services and recording relevant Fiat Currency and Virtual Asset movements. In no circumstances should any Account be interpreted as a banking service, or a stored value facility, of any kind.

4.2 Account Requirements

a. In addition to any other requirements that we may impose from time to time, you must:

1. 1. have full power, authority and legal capacity at all material times to enter into and perform your obligations under the Agreement;
  2. promptly supply such information, documentation and authorization as required by us in order for us to carry out all necessary KYC checks and comply with AML/CTF Requirements and other Applicable Law; and
  3. notify us without delay in writing of any change in any information, documentation or authorization provided to us, and submit evidence or supporting documents of such change.

b. We reserve the right in our absolute discretion to refuse any application to register an Account and, subject to Applicable Law, we are not obliged to provide any reasons for that refusal.

c. You permit us to keep a record of such information and authorize us to make the inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

d. From time to time, we may be required to request further information regarding Transaction in order to comply with Applicable Laws and regulations and our own policies. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud or financial crime prevention agencies and that these agencies may respond to our inquiries in full.

4.3 Account Details and Access

a. You may access your Account only through one or more passwords, security devices or other access methods that we may specify from time to time.

b. You are solely responsible for keeping your log-in details or access method confidential and secured such that you shall be the only person who may use your account.

c. You will be:

1. 1. solely responsible for all acts or omissions of any accessing your Account through your log-in details and/or access method; and
  2. bound by the terms of any agreements or Transactions in relation to your Account using your log-in details and/or access methods. All transmissions (including Instructions) generated by use of your log-in details and/or access methods will be deemed to be implemented by you, whether or not we acknowledge receipt of such transmission.
  3. You must comply with any specifications, including but not limited to any authentication and other security procedures, that we make in relation to your access to the Services, Website and/or any other communication method as notified by us to you via our Website or otherwise agreed between you and us in writing from time to time.

4.4 Initial Funding & Third Party Transfers

a. In order to fund your Account and begin Transaction, you will need to first procure Virtual Assets. You may purchase Virtual Assets from third-party service providers or other Users, or vice versa, as Phemex may allow from time to time pursuant to our policies. Once purchased, you can send such purchased Virtual Assets to the applicable address provided by us and wait for the balance to appear in your Account.

b. Alternatively, if you already own Virtual Assets, you may send Virtual Assets you already own to the applicable address provided by us and wait for the balance to appear in your Account.

c. Phemex makes no representations or warranties regarding the amount of time that may be required to complete transfer of your Virtual Assets from a third-party wallet or other source and have said Virtual Assets become available in your Account. When you elect to transfer Virtual Assets from your Account to a third-party wallet or other location, it is always possible the party administering the new location may reject your transfer or that the transfer may fail due to technical or other issues affecting our platform. You agree that you shall not hold Phemex liable for any damages arising from a rejected transfer.

4.5 Account Operations

a. Subject to this Term of Use:

1. 1. you may transfer Virtual Assets to us for the purpose of accessing Services, in accordance with the instructions provided on the Website; and
  2. we will record, in an Account, any amounts of Virtual Assets received by us for your account in connection with the Services.

b. Only eligible Virtual Assets are permitted for use in connection with the Services. Phemex shall retain sole discretion to determine when and if a Virtual Asset is an eligible Virtual Asset, and you acknowledge and understand that such determination as to eligibility may take significant time, and that Phemex are under no obligation to provide you with any reasons in respect of any determination.

c. You must not attempt to transfer:

i. Virtual Assets to us unless:

a. You are the lawful owner of such Virtual Assets, or otherwise have the absolute right to sell, assign, convey, transfer and deliver the Virtual Assets;

b. They are transferred in compliance with AML/CTF Requirements and FATF Guidance, and are otherwise lawful in every respect;

c. They are free of any encumbrance;

and

ii. anything else to us other than eligible Virtual Assets.

d. You may request us to transfer:

1. 1. Virtual Assets recorded in your Account to other Users on Phemex Exchange, or an external digital address that is compatible with the relevant Virtual Asset and that is controlled by you, or a Virtual Asset Service Provider with which you have an account, in accordance with the Instructions provided on the Website/APP and subject always to our discretion to accept or reject Instructions.

e. It is your responsibility to ensure that you provide the correct digital address details. For example, if you provide incorrect digital address details or if you are unable to access the digital address provided, your Virtual Assets may be permanently lost. We shall have no liability to you on account of information provided by you to us on any digital addresses.

4.6 Sufficient and Clear Funds

Unless otherwise agreed, in respect of each Transaction, you must maintain sufficient and clear funds of the relevant type of Virtual Assets recorded in your Account to settle the obligations under the proposed Transaction, inclusive of any applicable fees and expenses. In the event that any funds in your Account are determined by us as insufficient, you shall deliver to us such funds which are fully paid with valid and good title and in deliverable form by such time requested by us in relation to the Transaction. you shall be liable to us for any Loss that we suffer resulting from your settlement failures.

4.7 Maintaining Standards in Operating the Account

a. When accessing and operating the Account, you must:

1. 1. ensure that your systems are maintained in good order and are suitable for use with the Account;
  2. maintain adequate security measures over your systems so as not to permit anyone other than you from accessing your Account;
  3. run any such tests and provide any information to us as we may reasonably request to establish that your systems satisfy the requirements to access the Account;
  4. carry out virus, rootkit, keylogger and other malware checks of your systems on a regular basis (including any specific virus or malware detection programs as required by us from time to time)；
  5. in the event of any unauthorized access to your Account or any unauthorized Transaction or Instruction, inform us without any delay of such unauthorized access and/or unauthorized Transaction or Instruction, make changes to your log-in details and access method and, if within your control, cause such unauthorized access or use to cease;
  6. not, at any time, leave unattended any system, telephone, computer, terminal or mobile device from which you are able to access your Account;
  7. if you become aware of any material defect, malfunction, malware, virus or other such deficiency in the Account, notify us without any delay of such deficiency and cease to use the Account until you have been notified that such deficiency has been rectified; and
  8. comply with Applicable Laws and customary market practices

b. In addition to any other rights under the Agreement, we may suspend, terminate and/or replace your Account at any time and without notice to you if we believe this is necessary to enable us to comply with Applicable Law.

4.8 Return of Virtual Assets

1. We may, at our discretion, upon the passage of an applicable time period determined by us or as otherwise required by Applicable Laws or our internal policies, return any Virtual Assets recorded in your Account to an external address that is capable of receiving and holding the relevant Virtual Assets and which is controlled by you or a Virtual Asset Service Provider with which you have an account, in each case as last notified to us in writing, provided that the return to such account or address is consistent with Applicable Laws and our internal policies.
2. To the extent permissible under Applicable Laws, we reserve the right to deduct a fee or other administrative charge in respect of the return of any Virtual Assets.

4.9 Account Suspension & Closure

a. We may, in our sole discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, consolidate Accounts if you have more than one Account, have previously terminated your Account by yourself, or refuse you to use of one or more of the Service

b. Actions listed in section 4.8 (a) may be taken if we

1. 1. detect inactivity of your Account,
  2. encounter your failure to respond to customer support requests in timely manner,
  3. fail to identify you positively,
  4. receive a court injunction or administrative order which mandate us to do so,
  5. detect your violation of the Agreement.
  6. come across a technical problem causes system outage or Account errors.

c. If you do not accept the terms and conditions of this Terms of Use, we may, in our sole and absolute discretion,

1. 1. temporarily or permanently suspend your Account,
  2. terminate your Account, or
  3. terminate one or more of the Services.
  4. You may terminate this Terms of Use at any time by closing your Account in accordance with its terms. In order to do so, you may contact support@phemex.zendesk.com or Online Chat who will assist you in closing your Account. You may also contact support@phemex.zendesk.com or Online Chat if you are seeking to close an Account on behalf of a deceased User.

d. You may not close an Account if we determine, in our sole discretion, that such closure is being performed in an effort to evade a legal or regulatory investigation or avoid paying any amounts otherwise due to Phemex.

e. We encourage you to withdraw any remaining balance of Virtual Assets prior to issuing a request to close your Account. We will be unable to close your Account at your request unless you have withdrawn your remaining balance of Virtual Assets.

f. We reserve the right to restrict or refuse to permit withdrawals from your Account if

1. 1. your Account has otherwise been suspended or closed by us in accordance with this Terms of Use;
  2. to do so would be prohibited by law or a court order or we have determined that the Virtual Assets were obtained fraudulently; or
  3. you have not undergone the required identity verification procedure such that your identity has been verified. Upon closure or suspension of your Account, you authorize Phemex to cancel or suspend pending Transactions.

g. In the event that you or Phemex terminates this Terms of Use or your access to the Services, or deactivates or cancels your Account, you remain liable for all activity conducted with or in connection with your Account while it was open and for all amounts due hereunder.

4.10 Unclaimed Property

1. If Phemex is holding funds in your Account, and Phemex is unable to contact you and has no record of your use of the Services for a prolonged period of time, applicable law may require Phemex to report these funds as unclaimed property to the applicable jurisdiction. Phemex reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
2. If you haven’t logged into your Account for a prolonged period of time and we are unable to get in touch with you, we may be obligated under law to consider your Account abandoned and we might then be required to transfer your Account balance in such manner as provided by applicable law.

5.RECORDS AND REVERSALS

5.1 Confirmations, contract notes and statements of account

1. Phemex may, unless waived by us and to the extent required by Applicable Laws, provide you with confirmations, contract notes, statements of account and other information concerning Transactions and your Account. Such confirmations, contract notes, statements of account and information are generally issued in electronic form and may be issued in any other format or method at our reasonable discretion. However, Phemex may not issue confirmations, contract notes, statements of account and other information if an Account is inactive, there have been no Transactions or movement of Virtual Assets since the previous confirmation, contract note, statement of account or information (as applicable) or where Phemex are not required by Applicable Law to do so. You are responsible for checking them for errors. Information about Accounts (including the Accounts balance) may be obtained at any other time by contacting Phemex. Any such confirmation, contract note, account statement or other information given by us to you in writing (including by electronic means) shall, in the absence of manifest error, be deemed conclusive and binding on you if not objected to within 30 Business Days of the date of issue or such other period as may be specified.
2. The date which appears on the Transaction record may vary from the date that appears on your statement. This is because Transactions completed on non‐Business Days and after “cut‐off” time on Business Days may be held over to be processed on the next Business Day.

5.2 Recording

You acknowledge that telephone calls, emails or any other forms of communication between you and us may be recorded or otherwise electronically monitored without any warning messages and that the record may be used as final and conclusive evidence of the Instructions in case of disputes.

5.3 Reversals

Phemex may cancel, reverse or debit any payment we make under the Agreement (including any interest paid) and make any corresponding adjustments to an Account:

1. 1. to correct a mistake;
  2. if we have not received cleared and unconditional and eligible Virtual Assets in full and promptly; or
  3. if we have other reasonable grounds for doing so, in each case, subject to Applicable Law, we are under no obligation to provide you with reasons in relation to our decision.

6.TRANSACTION INSTRUCTIONS

6.1 Authorization

1. Phemex is hereby authorized by you to buy and sell any Virtual Assets for the Account in a coin-to-coin mode with any Virtual Assets held in or for the Account pursuant to the Instructions received from you;
2. You will comply with any requirements Phemex reasonably imposes in relation to the Instructions and any Applicable Laws;
3. You understand that Phemex allow you to send Virtual Assets that Phemex Exchange supports to third parties (such as a Virtual Asset Service Provider) approved by us, and to receive supported Virtual Assets from such third parties and hold them pursuant to the Instructions. You acknowledge that we have the right to

1. 1. delay, restrict or suspend Transaction of a Virtual Asset on Phemex Exchange;
  2. delay, reject or cancel any pending Transaction; or
  3. freeze any Accounts in the following circumstances:

1. 1. 1. mismatching of orders in a Transaction;
    2. upon Phemex receiving any information that may reasonably be expected to materially affect market activity for, and the price of, any Virtual Asset;
    3. upon discovery of any market manipulative and abusive activities; or
    4. any other circumstances which in our sole discretion will impair the fair and orderly operation of Phemex Exchange.

You acknowledge that Phemex may not reverse a Transaction which has been broadcast to a Virtual Asset network and shall not be responsible for any Transaction sent to incorrect third party addresses. It is your sole responsibility to check whether the third party address is correct.

6.2 Instructions

a. Phemex is authorized to accept and act upon Instructions for any purpose in connection with, and subject to, this Terms of Use pursuant to the Instructions received from you. you undertake that you will not attempt to transfer:

1. 1. any Virtual Assets or issue any Instructions for the transfer of Virtual Assets unless you are the lawful owner of such Virtual Assets, or otherwise has the absolute right to sell, assign, convey, transfer and deliver the Virtual Assets, they are transferred in compliance with AML/CFT Requirements, and are otherwise lawful, and they are free of any encumbrance; and
  2. anything else to Phemex other than Virtual Assets approved and supported by us;

b. All Instructions by you to Phemex shall be given through the Phemex Exchange, either via Website, API, APP, or other means designated by us. Phemex may assume the authenticity of any Instructions given or purportedly given by you. Phemex is not obliged to inquire into any of these matters, and is authorized to act upon any Instruction that it believes to be authentic and valid. Phemex may conclusively rely on the Instructions if it believes that the Instructions were given by you, even though this may prove to be incorrect and even if you later send to Phemex further communications that differ in any respect from such original Instructions. You are responsible for ensuring the accuracy and completeness of the Instructions. You acknowledge and agree that once an Instruction has been given, it cannot be revoked, and if acted on by us, the Instruction will be binding you;

c. Phemex shall be entitled to refuse to accept your application to utilize Phemex Exchange in its sole discretion without giving any reason therefor. However, if Phemex accepts your application, you may give Instructions by electronic means in such manner as may be prescribed by us and Phemex is authorized to accept and act upon Instructions given through your Account in accordance with the Agreement. In such case, Phemex shall use reasonable endeavors to execute the Instructions, but does not warrant that the Instructions will be wholly or partially executed or will be executed by a certain time;

d. Phemex shall not be responsible for any Loss resulting from any delay in the execution of a Transaction unless where such delay is due to our fraud, gross negligence or willful misconduct.

6.3 Priority

The orders of Phemex Exchange are matched in the Transaction system according to the rule of “price priority-time priority”:

1. 1. Price Priority: First execute the buy order with the highest price and the sell order with the lowest price.
  2. Time Priority: For the orders with the same price, first match the orders with the first timestamp (i.e. the orders with the earliest time).

6.4 Market Fluctuation

You acknowledge that due to the nature of Virtual Assets (whether or not they are securities or futures or contracts), it may not always be possible to execute orders at the prices quoted “at best” or “market” and you agree in any event to be bound by Transactions executed by us following Instructions by you.

6.5 Cancellation of Instructions

You acknowledge that you are entitled to cancel any Instructions by providing prior notice to Phemex (the “Cancellation Instructions”), and subject to our sole and absolute discretion, Phemex will use commercially reasonable efforts to comply with your Cancellation Instructions provided that:

1. 1. your Cancellation Instructions are subject to this Terms of Use, the Agreement and the trading procedure specified in our Trading Rules as imposed by us from time to time, which you hereby agree are binding on you;
  2. the Cancellation Instruction may not be complied with if the relevant Instruction has been executed by us already and the Transaction of such Instruction has been published to the public blockchain; and

You shall bear all risks, liabilities and Losses as suffered by you as a result of your Cancellation Instructions or our failure to execute the Cancellation Instructions (whether as a result of our default or not except to the extent caused by its own gross negligence, fraud or willful misconduct).

6.6 Prices

If you have obtained price information of any Virtual Assets from us, you shall not:

1. 1. disseminate information (or any part thereof) to any other person;
  2. use, or permit the use of, such information (or any part thereof) for any illegal purpose;
  3. use such information (or any part thereof) other than for your own use; or
  4. use such information (or any part thereof) in relation to any trading or dealing of Virtual Assets otherwise than through Phemex Exchange.

6.7 Limits and controls on Transactions

You should note that Phemex may impose limits and/or controls relating to Transactions, positions, transfers of Virtual Assets on you, including limits and controls to mitigate and manage your own liquidity, operational and other risks, at any time, without prior notice and without giving reasons. you expressly acknowledge and agree:

1. 1. to comply with any such limits and controls as imposed by us, and undertakes not to take any action that will cause you to violate any such limits and controls;

1. 1. that you may be prevented from entering into a Transaction or from taking certain steps if such actions would result in you exceeding such foregoing limit, and that Phemex may, in its sole discretion, apply an applicable filter to reject an Instruction submitted by you;
  2. that any limits and controls imposed by us shall solely be for our protection and accordingly, Phemex will not be in any way whatsoever be responsible for monitoring or ensuring your compliance with any limits imposed by Applicable Laws or by any party;
  3. that Phemex shall be entitled to decline to act on Instructions and/or execute a Transaction, suspend your access to the Account, require you to take certain steps, and/or take any other action that Phemex considers appropriate, in order to comply with Applicable Laws or any limits or controls as set out herein;

that provided that such limits or controls have been notified to you at the time that they are imposed, you shall indemnify Phemex against any Loss as a result of your breach of any limits or controls imposed by us pursuant to this Terms of Use.

7.ONLINE TRANSACTION SERVICES AND NETWORK EVENTS

7.1 Access to Service

In entering into the Agreement, Phemex grants you a non-exclusive, non-transferable personal right to access and use the Service provided by us through Phemex Exchange to trade Virtual Assets. You may only use the Service, your Account, and any information and materials for your own needs.

7.2 API USE

1. Some of our services may be provided through API. Subject to your compliance with the Agreement and any other term which may be in place between you and Phemex related to your use of the API, Phemex hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, to use the API solely for the purposes of Transaction on Phemex.

1. You agree to not use the API or data provided through the API for any other commercial purpose.
2. Your access and use the API entirely at your own risk, and Phemex will not be responsible for any actions you take based on the API.
3. Phemex may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, Phemex may moderate your activity or cease offering you access to the API (or any other API offered by the Phemex group), each in its sole discretion. Phemex may immediately suspend or terminate your access to the API without notice if it believes you are in violation of the Agreement or any other term which may be in place between you and Phemex related to your use of the API.

7.3 Interruption

You acknowledge that Transactions over the Internet may be subject to interruption, transmission blackouts, delayed transmissions due to Internet traffic or incorrect data transmissions due to the public nature of the Internet.

7.4 Cyberattacks

Although we will endeavor to manage and supervise the design, development, deployment and operation of Phemex Exchange in accordance with industry practices and international standards to ensure that the platform is appropriately secured against cyberattack, misuse or unauthorized access, we do not claim to have any ability to prevent or mitigate all cyberattacks and modifications on the blockchain networks. You authorize us to take commercially reasonable actions in such event. If we determine the Virtual Assets on Phemex Exchange have been compromised, you hereby authorize us to halt or suspend Transactions, deposits and withdrawals for such Virtual Asset.

7.5 Suspension

1. Phemex reserves the right to halt or suspend Transaction, deposits and withdrawals on Phemex Exchange at such time and for such duration in our absolute discretion, including in case of emergency market closures and to allow for system upgrades / maintenance or node upgrades, or where, in our opinion, such Transactions, deposits and/or withdrawals may result in Phemex being associated with a Proscribed Person or Proscribed Address.
2. If there is a risk of multiple Virtual Assets resulting from a Fork, Phemex reserves the right to determine which blockchain represents the original blockchain. In any such event, you agree that Phemex may temporarily suspend your deposit and withdrawal requests in our sole discretion and Phemex may decide based on commercially reasonable efforts either (i) to configure or reconfigure Phemex Exchange’s systems and/or Phemex Exchange; or (ii) not to support (or cease supporting) the branch derived from the forked protocol.

7.6 Network Events

a. In case of occurrence of following events:

1. 1. any Infrastructure Participant or Network Participant gives an Instruction or a direction, or otherwise makes a decision or election that affects a Transaction;
  2. an Infrastructure Participant or Network Participant becomes insolvent or is suspended from operating; or
  3. a Network Event,

then Phemex may take any action which it, in its sole discretion, considers appropriate to correspond with the Instruction, direction, decision, election or event, or to mitigate any Loss incurred or potential Losses or impact which may be incurred as a result of such action or event. Subject to Applicable Laws, such action may result in suspension of access to, or adjustment of the balance of your Account. Any such action will be binding on you (including, where relevant, making any decision or election in relation to a Network Event);

b. Where any Infrastructure Participant, Network Participant or any Government Agency makes an enquiry which relates to any Service or Transaction carried out pursuant to the Agreement, you agree to co-operate with Phemex in the provision of such information, and that any information relevant to the enquiry may be passed to any of our nominees, Affiliates, or any Infrastructure Participant, Network Participant or government agency, as appropriate;

c. In relation to a Virtual Asset on a “proof-of-stake” consensus protocol or an analogous nature, Phemex does not, unless specifically announced on the Website, support the staking of such Virtual Asset and does not distribute any rewards associated with such staking. Where specifically announced on the Website that the staking of a Virtual Asset will be supported by us, Phemex may in its discretion consider such terms and conditions, which shall include without limitation the methodology of allocation of all the associated costs, fees or rewards to all affected Users, upon which Phemex will implement support of such event as part of Services.

d. Airdrop and Fork

1. 1. Unless specifically announced on the Website in relation to an Airdrop or a Fork, Phemex does not support any new Virtual Assets created or forked protocol as a result of such a Network Event.
  2. Without limiting the generality of the foregoing, on each occasion of an Airdrop or a Fork, Phemex may in its sole discretion consider whether:

1. 1. 1. any such Network Event would be recognized or supported;
    2. such terms and conditions, which shall include without limitation the methodology of allocation of all the associated costs, fees or rewards to all affected Users, upon which Phemex will implement support of such Network Event as part of services; and
    3. such actions required for participation in the Network Event, including without limitation deadlines relating to the withdrawal of the relevant Virtual Assets from your Account, suspension period for any Transaction, deposit and withdrawal or any payment terms.

e. Upon becoming aware of an Airdrop, a Fork or a Network Event, Phemex shall, where applicable, notify you as soon as practicable, and will publish any determination at least one Business Day before the occurrence of the Network Event (if scheduled in advance and made known to the public), unless to do so is impossible or reasonably impracticable.

8.FEES AND TAXES

8.1 You shall pay all applicable fees, costs, charges, expenses and commissions to Phemex as we may determine, including costs in connection with networks or blockchains underlying a Virtual Asset and/or engagement of third party service providers (on a full indemnity basis) such as legal advisers, trustees, or any agent, delegate, nominee or custodian appointed by us as well as applicable levies imposed by relevant Government Agencies, including without limitation, goods and services tax, consumption tax, value added tax, all applicable stamp duties, or any Tax of a similar nature. Where such Taxes are payable in connection with any fees or commissions payable by you, you agree that, concurrently with the relevant payments, you shall pay Phemex an additional amount equal to the amount of such payment multiplied by the appropriate rate of Tax. You hereby authorize Phemex to deduct such fees, costs, charges, expenses, commissions, and any such relevant Tax from the Account as incurred and/or payable to Phemex. Phemex is authorized to solicit, accept and retain for our own benefit, without making any disclosure to you, any rebate, brokerage, commission, fee, benefit, discount and/or other advantage from any person arising from any Transaction effected by us.

8.2 All amounts due by you to Phemex may be charged with interest at such rate(s) to be notified by us from time to time. Such interest shall accrue on a daily basis and shall be payable on the last day of each calendar month or upon any demand being made by us.

8.3 You acknowledge and agree that Phemex may change the relevant applicable fee rate from time to time. You shall refer to the relevant Website page for updated details.

8.4 You acknowledge and agree that where any Tax deduction shall be required from any payment you make to Phemex, you shall increase the amount payable to the extent that the net amount received by us shall be the same as such amount paid by you if no deduction had been required. To that end, you agree to deduct the Tax amount, pay such Tax amount to the relevant Government Agency in accordance with Applicable Laws, and shall provide Phemex with supporting documentation of payment.

8.5 You acknowledge and agree that where Phemex is required by Applicable Laws or instructed by relevant Government Agencies to make deductions or to withhold payments due to you, and to pass such amounts to the Government Agencies, you shall immediately reimburse Phemex for the amount of any such deduction or withholding. You shall indemnify Phemex against any Loss suffered or incurred by us as a result of such deduction or withholding.

9.INDEMNITY AND EXCLUSION OF LIABILITY

9.1 You hereby agree to fully indemnify Phemex, our directors, officers, employees, nominees, Affiliates, agents, joint venturers, and service providers, and keep all such persons indemnified all Losses, which we may suffer in connection with carrying out of our obligations or Services, or exercising of rights, powers or discretions under, or in connection with the Agreement except to the extent that such Losses arise directly as a result of our gross negligence, fraud, or willful default.

9.2 If you have a dispute with one or more Users or third parties, you release Phemex (and our Affiliates and service providers, and each of their officers, directors, agents, joint ventures, employees, and representatives) from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you have a dispute with anyone other than Phemex, you release us from liability associated with that dispute.

9.3 You acknowledge and agree that all decisions about the purchase, holding or sale of Virtual Assets, or the entry into any Transaction are made solely by you. Phemex shall not be responsible for any decision made by you to enter into the Agreement or any Transaction, to use any of the services provided by us, or for any fees or costs payable in connection with such Virtual Asset.

9.4 While some employees and agents of Phemex may be authorized to provide you with certain information on the Virtual Assets or other products or services, neither these employees nor agents have any authority to make representations about anything in connection with the Agreement. Accordingly, subject to Applicable Laws, Phemex shall not be liable for any Loss if any such employee or agent acts without our authorization.

9.5 Phemex will not be liable for any Loss that is caused by any malfunction of a third party application programming interface client or other related interactions with any third party software with Phemex API. Moreover, none of our nominees or Affiliates shall be held responsible for any consequences resulting whether directly or indirectly from any events not within their control including without limitation restrictions by Government Agencies, impositions of emergency procedures, exchange rulings, third party conduct, suspensions of trading adverse market conditions, or force majeure events, including wars, strikes, civil disorder, acts or threatened acts of terrorism, natural disasters, or any other circumstances beyond their control whatsoever.

9.6 Phemex shall not be responsible for, does not endorse, and makes no representation or warranty in connection with, any hyperlinked internet sites on the Website, other internet sites to which you may be referred or any third party content displayed on the Website. Such internet sites may contain information that has not been devised, verified or tested by us or its officers, employees or agents. Phemex neither endorses the accuracy or completeness of such information, nor guarantees that such information, or the provision of any hyperlinks to you, do not infringe third party rights. Phemex shall not be responsible for any Loss incurred by you in connection with those sites.

10.REPRESENTATIONS, WARRANTIES & UNDERTAKINGS

10.1 You hereby warrant, represent and undertakes to Phemex that:

a. you are entering into the Agreement as principal and are not trading on behalf of any other person;

b. (if you are a natural person) you are of legal age to form a binding contract; or (If you are a body corporate) you are validly incorporated and existing under the laws of your place of incorporation and has full power and capacity to enter into and perform your obligations hereunder;

c. (if you are a body corporate) your entry into of the Agreement has been duly authorized by your governing body and do not breach your articles of association (or its Memorandum of Association if you have the same) or other constitutional documents (as applicable);

d. where you affix your signature in an electronic manner, you undertake that you shall do so in good faith and with the full intention that such electronic signatures shall be binding on you. Specifically, you represent and warrant that such electronic signature affixed by you will be as good as a signature under hand under Applicable Laws, and agree that you shall be bound by this Terms of Use, as well as any other applicable provisions under the Agreement, regardless of any possible challenge on the validity of electronic signatures under Applicable Laws;

e. the information provided by you to Phemex through Phemex Exchange or otherwise from time to time is and shall remain at all times true, accurate and complete in all respects, including without limitation any information or your financial circumstances that may have a material adverse effect on your ability to meet any of your obligations under the Agreement;

f. you have not withheld any information that might have caused Phemex not to enter into the Agreement or any Transaction;

g. any Virtual Assets used by you in connection with the Services are either owned by you or that you are validly authorized to carry out Transactions using such Virtual Assets and that all Transactions initiated with your Account are for your own Account and not on behalf of any other person or entity. For the avoidance of doubt, Phemex does not own any Virtual Assets held by Users on the platform.

h. you will enter into Transactions solely in reliance upon your own judgement and investigations in respect of the Virtual Assets, which shall mean that you:

1. 1. have received, read and understood all relevant documents that make up the Agreement;
  2. have received, and/or acquired adequate information in relation to the Virtual Assets and the Transactions;
  3. should not, unless otherwise specified by us, relying on any written or oral communication or information from Phemex, and in connection with each Virtual Asset or Transaction, make decision based on your own judgment and on advice from independent advisers you have considered necessary; and
  4. have made a decision to enter into the Agreement and the Transaction, based on your own judgement and on advice from such independent advisers as you have considered necessary;

i. the Agreement constitutes a valid and legally binding agreement between Phemex and you enforceable in accordance with its terms;

j. this Terms of Use, and/or any other applicable provisions under the Agreement, as well as your performance of the obligations contained herein do not and will not:

1. 1. contravene any existing Applicable Law, statute, ordinance, rule or regulation or any judgment, decree or permit to which you are subject;
  2. violate any public interests, public ethics or other legitimate interests and will not constitute evasion of payable Taxes or fees; or
  3. conflict with, or result in any breach of, the terms of, or constitute any default under, any agreement or other instrument to which you are a party or subject, or by which any of your property is bound;

k. unless otherwise agreed by us, you are and will remain the owner of the Virtual Assets in the Account free from any lien, charge, equity or encumbrance save as created by this Agreement and will not charge, pledge or allow to subsist any charge or pledge over the Virtual Assets or monies in the Account or grant or purport to grant an option over any Virtual Assets or monies in the Account without our prior written consent;

l. unless as otherwise agreed by us, you are the person ultimately responsible for originating the Instruction in relation to each Transaction in the Account and shall stand to gain the commercial or economic benefit of such Transactions and/or bear their commercial or economic risk;

m. you are solely and wholly responsible for the security of your Account and has not revealed any login details (including email address and/or passwords) of your Account to any unauthorized person. All actions being conducted through the Account are duly authorized by you;

n. you are experienced, has the necessary knowledge in trading the Virtual Assets and has received all necessary legal and financial advice prior to entering into Transactions concerning the purchase, acquisition, holding, sale or disposal of any Virtual Assets;

o. you are not prohibited by Applicable Laws of any jurisdiction from dealing with Virtual Assets when opening an Account and at the time of undertaking any activities on Phemex Exchange, and has provided all necessary information and documents to Phemex to assess its qualification status;

p. you are not a citizen, resident of, or located in, the list of Restricted Territories published on the Website from time to time;

q. you have passed all compliance checks by us (including but not limited to KYC requirements, AML/CFT Requirements, and risk tolerance);

r. you have obtained all necessary authorizations and consents, and taken all necessary corporate actions to make all payments and deliveries contemplated by the Agreement;

s. neither you, nor any assets owned by you, have immunity from the jurisdiction of a court or from legal process in any place you have not committed or been convicted of any Tax or other criminal offence in any jurisdiction;

t. your registration of Account and your utilization of Phemex Exchange will be consistent with the representations, covenants and restrictions contained herein;

u. there is no pending or threatened action, suit or proceeding at law or in equity before any court, tribunal, government agency or any arbitrator that is likely to affect the legality, validity or enforceability against you of the Agreement, or your ability to perform his obligations under the Agreement; and

v. there has been no Event of Default (as defined below), and no event has occurred which may, with the giving of notice or lapse of time or fulfilment of any condition, become an Event of Default.

10.2 You further undertake that:

1. you will notify us in writing of any change in the information mentioned in section 10.1 above;
2. you shall immediately notify us if there is any change relating to any change in its qualification status to use Phemex Exchange and cease Transaction on Phemex Exchange. You shall provide all necessary information or documents to us upon request in connection with assessing its qualification status;
3. you shall comply with any restrictions and prohibition on the use of Phemex Exchange and declare that you are not a “specified U.S. Person” under U.S. tax principles or a “U.S. owned foreign entity”, a U.S. citizen (sole or dual citizenship), a holder of an active U.S. Green Card or a U.S. resident for Tax purposes;
4. you shall not interfere with the operation of Phemex Exchange or the use of Phemex Exchange by other Users by technical or any other means;
5. you shall not use Phemex Exchange to engage in any money-laundering activities, smuggling activities, commercial bribery activities, or any other illegal activities;
6. without our prior written consent, you shall not use any automated means or interface not provided by us to access Phemex Exchange or extract data on Phemex Exchange;
7. you shall not attempt to circumvent any content filtering techniques that Phemex Exchange employs, or attempt to access any parts of Phemex Exchange and the Website/API/APP that you are not authorized to access;
8. you shall not develop any third-party applications that interact or interfere with Phemex Exchange without our prior written consent;
9. you shall not use or attempt to use the Accounts of other User without their authority;
10. without the prior written consent of Phemex, you shall not grant, lend, lease, transfer, dispose, or provide access to your Account to others by any other means;
11. you shall not defame our goodwill or reputation;
12. you shall not encourage or induce any third party to engage in any of the activities prohibited under the Agreement; and
13. you shall comply at all times with all of the requirements of the Agreement.

10.3 Repeating Nature

The representations, warranties and undertakings under this section 10 shall be deemed to be repeated immediately before each Instruction is given or executed.

10.4 Instructions from Other Persons

Even if you have disclosed to us that you are trading on behalf of other person(s), Phemex is not required to act on any instruction other than the Instructions. Phemex will not be liable for refusing to act upon unverified Instructions given by any person who purports to be your principal, or for acting upon the Instructions notwithstanding any unverified notice that your authority to act on behalf of your principal has been revoked, withdrawn or varied.

11.DEFAULT

11.1 Events of Default

The following events shall be Events of Default (each an “Event of Default”) for the purposes of the Agreement:

1. 1. you fail to duly and punctually observe or perform any of the undertakings, duties and obligations in this Terms of Use or otherwise any provision of the Agreement;
  2. any failure by you to pay sums of whatever nature when due under the Agreement;
  3. your insolvency or liquidation, the filing of a petition in winding up or the commencement of any analogous proceedings against you;
  4. the levying of any attachment against the Account or other of your property;
  5. without the prior written consent of Phemex, a debit balance on any Account of you;
  6. any representation or warranty made by you to Phemex in the Agreement being incorrect or misleading;
  7. any dispute or proceedings against you or (if a body corporate) your directors or shareholders in connection with Phemex; or
  8. any other matter or event including any regulatory requirement which in our opinion renders termination of all or any part of the Agreement necessary or advisable in our interests.

11.2 You agree to immediately notify Phemex upon the occurrence of an Event of Default.

11.3 Consequences of any Event of Default

Upon the occurrence of an Event of Default, Phemex will be entitled in our absolute discretion, without notice or demand and without prejudice to any other rights or remedies available to our, forthwith to:

1. 1. immediately suspend, freeze or terminate any Account;
  2. terminate all or any part of the Agreement;
  3. cancel any or all outstanding orders, Instructions or any other commitments made on behalf of you;
  4. suspend performance of any of our obligations to you however arising, including the deposits of any Virtual Assets or the payment of any sum or sums of money then due or which might thereafter become due and cancellation of all outstanding orders or contracts, until such time as you become fully complied with all your obligations to Phemex or the Event of Default has been remedied to our satisfaction;
  5. subject to Applicable Laws, sell or realize all or any part of the Virtual Assets or property held by us for the Account in such manner and upon such terms as Phemex may conclusively decide to satisfy your obligations and indebtedness towards Phemex or any of our nominees or Affiliates out of the net sale proceeds (with fees, expenses and costs deducted) thereof; and
  6. exercise any of our rights under this Terms of Use.

12.RESTRICTED ACTIVITES

12.1 You hereby agree to comply with the same standard and not engage in activities which constitute market misconduct under Applicable Laws including, but not limited to, the following:

1. insider dealing;
2. false trading;
3. price rigging;
4. disclosure of information about prohibited transactions;
5. disclosure of false or misleading information inducing Transactions; and
6. market manipulation.

If Phemex notes or suspects any market misconduct, you understand your Account(s) may be suspended and/or terminated and the relevant activities may be reported to the relevant Government Agencies.

12.2 In connection with your use of the Services, you shall not:

1. violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
2. provide false, inaccurate, incomplete or misleading information;
3. infringe upon our or any third party’s copyright, patent, trademark, or intellectual property rights;
4. engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;
5. distribute unsolicited or unauthorized advertising or promotional materials, written media releases, public announcements and public disclosures, junk mails, spam or chain letters;
6. use a web crawler or similar technique to access our Services or to extract data;
7. reverse engineer or disassemble any aspect of the Website, the API, the App or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
8. perform any vulnerability, penetration or similar testing on the API;
9. take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information;
10. transmit or upload any material to the Website or the App that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
11. otherwise attempt to gain unauthorized access to or use of the Website, the API, the App, other Phemex Accounts, computer systems or networks connected to the Wbsite or the App, through password mining or any other means;
12. transfer any rights granted to you under this Terms of Use or other terms of the Agreement;
13. engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or

engage in any behavior which is unlawful, violates this Terms of Use or any other terms of the Agreement, or is otherwise deemed unacceptable by us in its sole discretion.

13.LIMITED LICENSE; IP RIGHTS

13.1 We grant you a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services for approved purposes as determined by us. Any other use is prohibited. Phemex retains all rights to the Services, and this Terms of Use do not grant you any additional rights or licenses. You agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, publish, broadcast, circulate, create derivative works based on, or commercially exploit the Services without our consent. Violating this Terms of Use may result in termination of your access. Information and materials provided through Phemex Exchange are protected by copyright or contractual restrictions. You agree not to reproduce, retransmit, sell, distribute, publish, broadcast, circulate, or commercially exploit this information without our prior written consent and not to tamper with, modify, decompile, or reverse-engineer it.

13.2 “Phemex.com”, “Phemex”, and all logos related to the Services are either trademarks, or registered marks of Phemex or its licensors. You may not copy, imitate, or use them without our prior written consent. All right, title, and interest in and to the Website, any content thereon, the Services, the App and all technology and any content created or derived from any of the foregoing is the exclusive property of Phemex and its licensors.

13.3 You acknowledge and agree that any materials, including without limitation questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary you provide on our platform or one of our social media accounts, regarding Phemex or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the Website, provided via the App or otherwise, unless otherwise expressly provided, are non-confidential and will become the sole property of Phemex. Phemex will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

14.USER IDENTITY RULE

14.1 If you effect Transactions in Virtual Assets, whether on a discretionary or non-discretionary basis, you hereby agree that, in relation to such Transaction where Phemex has received an enquiry from any of a Government Agency, the following provisions in this section 14 shall apply.

14.2 Subject as provided below, you shall, immediately upon request by us, inform the Government Agency of the identity, address, occupation and contact details (so far as known to you) of the person with the ultimate beneficial interest in the relevant Transaction. You shall also inform the relevant Government Agency of the identity, address, occupation and contact details of any other party (if different from you or the ultimate beneficiary) that originated the relevant Transactions. Further, you shall also disclose to the relevant Government Agency and Phemex details of the Instruction(s).

14.3 Dealing for Collective Investment Schemes

If you effect the Transactions for a collective investment scheme, discretionary account or discretionary trust, you shall immediately:

1. 1. upon our request, inform the relevant Government Agency of the identity, address and contact details of the scheme, account or trust and, if applicable, the identity, address, occupation and contact details of the person who, on behalf of the scheme, account or trust, instructed you to effectuate the Transactions; and
  2. you shall as soon as practicable, inform Phemex when your discretion to invest on behalf of the scheme, account or trust has been overridden. In the case where your investment discretion has been overridden, you shall, immediately upon our request, inform the relevant Government Agency of the identity, address, occupation and contact details of the person(s) who has or have given the Instruction in relation to the Transactions.

14.4 The terms contained in this section 14 shall continue in effect notwithstanding the termination of this Terms of Use.

15.CLEARLY ERRORNOUS TRANSACTION POLICY

15.1 You acknowledge that Phemex may consider in our sole and absolute discretion a Transaction to be clearly erroneous when its price is substantially inconsistent with the market price at the time of execution (each, a “Clearly Erroneous Transaction”). In making a determination, Phemex may take into account the circumstances at the time of the Transaction, the preservation of the integrity of the market, the maintenance of a fair and orderly marketplace and any other relevant factors. You are responsible for ensuring that the appropriate price and Instruction is given to Phemex. You acknowledge that a simple assertion by you that a mistake was made in giving an Instruction, or that you have failed to pay attention to or update any Instruction, may not be sufficient to establish it as a Clearly Erroneous Transaction.

15.2 You agree and understand that if Phemex determines a Transaction to be a Clearly Erroneous Transaction, Phemex may declare it null and void, in whole or in part, even if you and/or any other party does not agree to cancel or modify it. In determining whether a Transaction is a Clearly Erroneous Transaction, Phemex may consider the following:

1. suspicious trading activities;
2. violations of the rules on Phemex Exchange;
3. if there was an obvious error in any term, including, but not limited to, price, amount of Virtual Assets, or other unit of trading;
4. if there was a disruption or malfunction in the operation of any trading system or component of Phemex Exchange, or any other relevant Virtual Asset network; and
5. if there were extraordinary market conditions or other circumstances in which the nullification or modification of Transactions may be necessary for the maintenance of a fair and orderly market.

15.3 You authorize Phemex to make a determination and take any action pursuant to this Clearly Erroneous Transaction Policy within reasonable time of a Transaction.

16.LIMITATION OF LIABILITES

16.1YOU EXPRESSLY UNDERSTAND AND AGREE THAT PHEMEX AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PHEMEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.

16.2 Phemex shall not be liable for “exemplary damages” (often called punitive damages) or other indirect Losses.

16.3 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. If you are dissatisfied with any portion of the Services or with this Terms of Use, your sole and exclusive remedy is to discontinue use of the Services and close your Account.

16.4 THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. PHEMEX, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. PHEMEX MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE SERVICES WILL BE AVAILABLE OR PERMISSIBLE IN ALL JURISDICTIONS, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

16.5 We cannot guarantee that our Services will always meet your demands. As we grow, we will likely add new services, change certain features and drop old features. We hope you are always happy with our Services, but we cannot contractually guarantee you will be.

17.TERMINATION

17.1 Termination by Notice

The Agreement may be terminated by either party by giving not less than 10 Business Days’ prior written notice to the other party. Termination of the Agreement shall not affect any Instruction executed for you or prejudice or affect any rights, powers, duties and obligations of either party accrued prior to the termination.

17.2 Phemex may also terminate the Agreement immediately upon the occurrence of any one or more of the following events:

1. the occurrence of any of the Events of Default referred to in section 11.1;
2. the withdrawal of your authorization to Phemex to hold Virtual Assets in custody on behalf of you; or
3. where you no longer maintain an Account with Phemex.

17.3 Termination of the Agreement under this section 17 is without prejudice to any other provisions of the Agreement and shall not affect:

1. any Transactions entered into by us pursuant to the Agreement before the termination;
2. any accrued rights or liabilities of any of the parties which may already have arisen in accordance with the Agreement;
3. any warranties, representations, undertakings and indemnities given by you in accordance with the Agreement;
4. any rights of Phemex over any of your property in the possession or control of Phemex whether the same be held for safe custody, and whether pursuant to the Agreement or otherwise so long as there are any outstanding liabilities of you to Phemex; and
5. the rights or liabilities of either party under the Agreement arising out of, or in connection with, any outstanding orders or open contracts at the time of such termination whether with respect to commissions, expenses, indemnities or otherwise whatsoever or howsoever in accordance with the Agreement until all such orders or contracts have been closed out or settlement and/or delivery has been made and all such liabilities have been fully discharged.

17.4 Upon termination of the Agreement under this section, all amounts due or owing by you to Phemex shall become immediately due and payable. Within a commercially reasonable period following termination and subject to the terms of the Agreement, Phemex shall release or otherwise return all your assets held by us to you.

17.5 All provisions in the Agreement in connection with payments, clawbacks, indemnities, limitation of liability, disclosure of information (including confidentiality), set-off, currency conversion, Tax, and the provisions in section 19 (General Provisions) survive termination of the Agreement.

18.NOTICE AND COMMUNICATION

18.1 Any notice or other communication to be given or made pursuant to the Agreement by us to you may be made by personal delivery, prepaid post, electronic means or facsimile and shall be deemed to have been duly served:

1. If delivery personally or by electronic means, at the time of delivery;
2. If sent by prepaid post, 48 hours after posting; and
3. If sent by facsimile, at the time of sending.

18.2 Any such notice or communication shall be sent to you at the address, facsimile number or e-mail address last known to Phemex.

18.3 Any notice or communication made or given by you will be effective only upon actual receipt by us.

18.4 You will promptly notify Phemex in writing of any change in your name, address, facsimile number, e-mail address or other electronic delivery address. Until Phemex has received and had reasonable time to act on any notice of a change, Phemex may continue to send communications to your recorded address, facsimile number, e-mail address or other electronic delivery address, and any such communications will be deemed to have been delivered to you, whether or not you actually received them.

18.5 You acknowledge and agree that you are responsible for having any necessary hardware, software, internet access, technology access, e-mail address or other electronic address to receive and access the communications sent electronically, including a printer or other device to download and save any information that you may wish to retain.

18.6 You understand that certain risks are associated with the electronic delivery of communications including but not limited to information technology risks, unauthorized access, systems outages, delays, disruptions in telecommunications services and the Internet. You understand and acknowledge that communications transmitted electronically may be altered or changed during the process of transmission and consequently Phemex does not accept any liability or responsibility whatsoever in respect of any such alteration or change. Electronic messages (including e-mails) may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with without the knowledge of the sender or the intended recipient. Phemex makes no warranties in relation to these matters. Phemex reserves the right to intercept, monitor and retain electronic messages to and from its systems as permitted by Applicable Laws. Your use of electronic media is at your own risk and it is your responsibility to take precautions to ensure that any such electronic medium is free from viruses and other items of a destructive nature.

18.7 Subject to Applicable Laws, Instructions and communications digitally signed and supported by a digital certificate have the same validity, admissibility and enforceability as if signed in writing. Without prejudice to the generality of the foregoing, you acknowledge and agree that electronically executed contracts are enforceable, notwithstanding the legal risks associated with them. You agree not to dispute the contents of any notice or communication sent by us via electronic means.

18.8 You agree that Phemex may charge you a reasonable charge for the delivery of paper copies of any communications that have previously been or would otherwise be delivered to you electronically. You further agree that neither your request for paper copies, nor our delivery of paper copies will imply that the previous electronic delivery of the communications did not constitute good and effective delivery.

19.GENERAL PROVISIONS

19.1 Time of the Essence

Time shall in every respect be of the essence under this Terms of Use or any other terms of the Agreement.

19.2 Relationship

1. Neither this Terms of Use nor any other terms of the Agreement shall be construed to form a consulting service relationship. You should not construe this Terms of Use or any terms of the Agreement as legal, tax or financial advice. Phemex is not acting as your financial advisor and you should not regard us as acting in that capacity. Unless otherwise required by Applicable Law, Phemex are not required to keep you informed of any market price movements (or other risk movements) in relation to a Virtual Asset or Fiat Currency, even if these may harm your position in respect of that Virtual Asset or Fiat Currency.
2. To the extent permitted by Applicable Law and subject to Part 3 of this Terms of Use, you acknowledge and agree that we do not assume any fiduciary or equitable duties to you. In particular, there are no duties that would oblige us to accept responsibilities more extensive than those set out in the Agreement or which prevent or hinder us in carrying out any of the activities contemplated by the Agreement.

19.3 No Promotion

Phemex does not, as a general rule, participate in promotions without an official pronouncement, either on the Website, the APP or elsewhere. You shall obtain written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Phemex.

19.4 Waiver and Variation

Any provision of the Agreement, or right created pursuant to it, may not be waived except in writing signed by the party or parties to be bound and is only effective for the purpose for which it is given. You acknowledge and agree that, subject to the Agreement and any Applicable Laws, various features of the activities contemplated by the Agreement may be changed by us at any time, including without limitation any applicable costs.

19.5 Force Majeure

Phemex shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

19.6 Assignment

1. The terms of the Agreement shall benefit, and be binding on, Phemex and you, respective successors of yours and ours, and subject to this section 19.6, any permitted assignee or transferee of any or all of our rights or obligations under the Agreement.
2. You may not assign or transfer all or any of your rights or obligations under the Agreement.
3. Phemex may assign or transfer all or part of our rights, benefits and obligations hereunder to such person(s) and disclose your information to a potential transferee or any other person proposing to enter into contractual arrangements with Phemex in relation to the Agreement as Phemex may at its absolute discretion think fit to the extent permitted by Applicable Laws. Phemex shall notify you of any such assignment or transfer as soon as commercially practicable.

19.7 Exercise of Rights

1. Unless expressly stated otherwise in the Agreement, Phemex may, without giving any reason, exercise a right or remedy, give or refuse its consent or approval, and/or make any other determination or decision in connection with the Agreement in any way it considers appropriate in its absolute discretion, including by imposing conditions.
2. Phemex shall not be liable for any Losses caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by its negligence.
3. Our rights and remedies under the Agreement are in addition to other rights and remedies provided by Applicable Laws independently of the Agreement, do not merge with and are not adversely affected by any other agreement and may be executed independently or together with any rights or remedies including under any other agreement, and are not affected by any payment, settlement or anything which might otherwise affect them pursuant to Applicable Laws including the variation of the Agreement or the insolvency of any person.

19.8 Non-Waiver

Failure or delay in exercising any right, power or privilege by us in respect of this Terms of Use or any other terms under the Agreement shall not operate as a waiver, nor shall a single or partial exercise, enforcement or waiver of any such right, power or privilege preclude Phemex from further exercise, enforcement, or the exercise or enforcement of any other right, power or privilege hereunder.

19.9 Approvals and Consents

Phemex does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval merely by virtue of having given its approval or consent.

19.10 Complying with an Order from a Court or Government Agency

You shall not commence proceedings against Phemex in relation to its actions if Phemex is acting only in accordance with such orders served upon it from a court or a government agency.

19.11 Invalidity and Severability

If and to the extent that an Applicable Law is inconsistent with the Agreement in a way that would make a provision of the Agreement illegal, void or unenforceable, or contravene a requirement of any Applicable Laws or impose an obligation or liability which is prohibited by that Applicable Laws, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired. Such Applicable Laws shall override the Agreement to the extent of the inconsistency, and the Agreement is to be read as if that provision were varied to the extent necessary to comply with those Applicable Laws and avoid their effect (or, if necessary, omitted).

19.12 Third Party Rights

The Agreement does not create or confer any rights or benefits enforceable by any person not a party to it except our Affiliates, and any other indemnified party (as defined in section 9) may enforce its rights or benefits in the Agreement, including any indemnity, limitation or exclusion of liability; and a person who is a permitted successor or assignee of the rights or benefits of Phemex under the Agreement may enforce those rights or benefits. Notwithstanding the foregoing, no consent from the persons referred to in this section shall be required for the parties to vary or rescind the Agreement (whether or not in a way that varies or extinguishes rights or benefits in favor of those third parties).

19.13 Language

The Agreement is made in English. We will communicate with you in English for all matters related to your use of our Services. Where we have provided you with a translation of the English language version of the Agreement or our communication, you agree that the translation is provided for your convenience only and that the English language version of the terms of the Agreement shall prevail.

19.14 Amendment

Phemex shall have absolute rights to amend, delete or substitute any of the terms herein or add new terms to the Agreement, including without limitation, any amendments to the fees. An amendment notice and the revised terms (or relevant amended document) will be posted at the download forms column of the Website. You should visit the Website from time to time to obtain and read the latest terms of the Agreement. Such amendment, deletion, substitution or addition shall be deemed as effective and incorporated herein (and shall form part of the Agreement) on the date of publication of such amendment notice. If you object to the amendment, you will be given an opt-out option to terminate your Accounts under the Agreement after the publication of such amendment notice at the Website, failing which it shall be deemed an acceptance of such amendment, deletion, substitution or addition.

19.15 Governing Law and Dispute Resolution

1. The laws of Singapore shall govern the Agreement.
2. Phemex wants to address your concerns without resorting to formal legal proceedings. Before filing a claim, you agree to try to resolve the dispute informally by contacting Phemex first through Online Chat. If we cannot resolve the dispute through Online Chat, the Phemex support team may send you a reply by email within 24-48 hours. Please note that if your complaint is related to Virtual Assets security, you agree to send an email to support@phemex.zendesk.com for such a complaint. And if you are not satisfied with the Online Chat and you have further complaints, you agree to send an email to complaints@phemex.com and negotiate in good faith with the relevant support team. You agree to use this process (the “Complaint Process”) before filing any arbitration claim. If you do not follow the procedures set out in this section before filing an arbitration claim, we shall have the right to ask the arbitrator to dismiss your filing unless and until you complete the following steps.
3. You and Phemex agree to resolve any claims relating to the Agreement (including any question regarding its existence, validity, termination, or any Services or products provided, and any representations made by us) through final and binding arbitration, except as set forth under exceptions stated below.
4. Either you or Phemex may submit a dispute (after having made good faith efforts to resolve such dispute in accordance with paragraph above) for final, binding resolution by arbitration under the arbitration rules of the Singapore International Arbitration Center (“SIAC”) in Singapore, which are deemed to be incorporated by reference. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the president of SIAC. Judgment on any arbitral award may be entered in any court having jurisdiction over the party (or the assets of the party) due and owing such award.
5. CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND PHEMEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

19.16 Questions and Online Assistance

1. If after reading this Terms of Use or any other terms under the Agreement, you are still unsure of anything or you have any questions, please feel free to contact us at support@phemex.zendesk.com or Online Chat (under tab “Chat with Us”).
2. We often post outage notices and other relevant Services information on [Phemex.com] or the App, so we advise Users to check this before contacting support@phemex.zendesk.com or Online Chat.
3. To contact support, turn to support@phemex.zendesk.com or Online Chat. Please provide all relevant information, including your Phemex username and Transaction IDs. Although we make no representations or provide no warranties about the speed of response, we will get back to you as soon as possible.

Part 2 Futures Transaction Services

1.INTRODUCTION

1.1 Scope

This Part 2 only applies to Futures Transaction Services.

1.2 Futures Transactions may be governed by other provisions

Without limiting any provision of the Part 2, the Futures Transaction Services are subject to:

1. 1. this Part 2 of the Terms of Use (hereinafter referred to as “Part 2”);
  2. any directions, decisions and requirements issued by us from time to time in connection with the Futures Transaction Services; and
  3. Applicable Laws (including the AML/CTF Requirements).

1.3 Priority of terms

Subject to the application of any mandatory provisions of any Applicable Law and without limitation to the generality of the Part 1, if there is any inconsistency between:

1. 1. any terms of the Part 1 of Terms of Use (hereinafter referred to as “Terms of Use”) and this Part 2, the latter prevails; and
  2. any terms of this Part 2 and any direction, decision, requirement or other rule issued by us in connection with the Futures Transaction Services, the latter prevails, in each case to the extent of the inconsistency.

2.DEFINITIONS

Unless otherwise provided, the following definitions are applicable to the terms of this Part 2, and any capitalized terms not specifically defined in this Part 2 shall have the meaning defined in the Terms of Use:

2.1 “ADL” is as defined in Section 6.1 of this Part 2.

2.2 “COIN-M Perpetual” means Perpetual Futures contracts that are quoted, margined and settled in Virtual Assets other than stablecoins (in such form as prescribed from time to time by Phemex in its sole discretion) and shall not include USDT-M Perpetual.

2.3 “Confirmation” means written confirmation (including email or other electronic means from which it is possible to produce a hard copy) of the specific terms of a Transaction in Futures entered into by you pursuant to the Futures Transaction Services.

2.4 “Delivery Futures Contracts” means COIN-M Perpetual contract and/or USDT-M Perpetual contract with a fixed expiry date.

2.5 “Event of Default” is as defined in Section 9.1 of this Part 2.

2.6 “Funding Fees” means periodic payments that apply to Perpetual Futures Contracts that are either paid to you or owed by you depending on whether you are holding a long or short position in the relevant Virtual Assets and are based on the nominal value of the positions and the applicable Funding Rate Funding Fees are intended to ensure the Perpetual Futures Contract price aligns with the prevailing spot price.

2.7 “Funding Rate” means the rate used to determine the applicable Funding Fees payable in respect of Perpetual Futures Contracts. Please refer to: How are Funding Rates calculated?

2.8 “Funding Times” is as defined in Section 8.2 of this Part 2.

2.9 “Futures” means COIN-M Perpetual, USDT-M Perpetual or any other Perpetual Futures Contracts that Phemex may allow at our sole discretion to be traded on the Phemex Exchange. For avoidance of doubt, the term “Futures/futures” used in this Part 2, any other terms in the Agreement and/or in the APP/Website are for convenience only, and shall not be deemed as futures or a security under any Applicable Laws.

2.10 “Futures Index” is as defined in Section 4.4 of this Part 2.

2.11 “Futures Index Transactions” is as defined in Section 4.4 of this Part 2.

2.12 "Futures Traing Rules” is as defined in Section 3.1 of this Part 2.

2.13 “Futures Transaction Services” means all Services relating to Transactions in Futures and access to the use of any Trading Bot, in each case whether provided through the Phemex Exchange or otherwise.

2.14 “Insurance Fund” is as defined in Section 6.1 of this Part 2.

2.15 “Initial Margin” in respect of a Transaction in Futures, means the minimum amount of Margin that Phemex may from time to time in their sole discretion determine is required to be deposited in your Account in order to open a leveraged position in respect of that Transaction.

2.16 “Last Price” means the most recent transaction price at which the contract was traded on the Phemex Exchange.

2.17 “Leverage Ratio” means, with respect to a Transaction in Futures, the quotient obtained by dividing the Mark Price of the Transaction in Futures by the value of the Margin held as security for your obligations under such Transaction.

2.18 “Liquidation” is as defined in Section 6.1 of this Part 2.

2.19 “Liquidation Price” means the Mark Price at which Liquidation occurs. For the avoidance of doubt, the Liquidation Price as quoted by Phemex on the Phemex Exchange is for reference only and shall not be binding on Phemex.

2.20 “Maintenance Margin” in respect of a Transaction in Futures, means the amount of Margin that Phemex may from time to time in its sole discretion determine to be required to keep the relevant leveraged position in respect of the applicable Transactions open.

2.21 “Margin” in respect of a Transaction in Futures, means any Virtual Assets of the type that Phemex has specified it accepts to satisfy Margin Requirements, that are deposited with or held by or on behalf of Phemex in your Account as security or credit support for your obligations under such Transactions.

2.22 “Margin Balance” means the sum, from time to time (as determined by Phemex in its sole discretion) of: (i) Margin held in your Account; and (ii) any Unrealised P/L connected to your Account. Information as to your Margin Balance from time to time is made available through the Phemex Exchange.

2.23 “Margin Call” means the request issued by Phemex to you, to top up any shortfall of Margin in the Account in order to satisfy Initial Margin and/or Maintenance Margin requirements from time to time.

2.24 “Margin Level” means the Margin ratio calculated by Maintenance Margin / Margin Balance for the purpose of Liquidation.

2.25 “Margin Requirements” means any Initial Margin and/or Maintenance Margin required to open and/or maintain a position with respect to a Transaction in Futures, as specified by Phemex from time to time.

2.26 “Mark Price” in respect of COIN-M Perpetual or USDT-M Perpetual, means the fair value of the relevant Futures. Please refer to: What is the Mark Price and Dual Pricing mechanism?

2.27 “Order” means any offer to enter into a Transaction in Futures, or any of your Instruction, request, application or order in relation to the Futures Transaction Services (including without limitation limit orders, market orders, stop limit orders, stop market orders, take profit limit orders, take profit market orders, trailing stop orders, post only orders, and limit take profit or stop loss orders, as further described (HERE) in whatever form and howsoever sent, given or transmitted by you or on your behalf to Phemex or which Phemex reasonably believes to have been sent, given or transmitted by or on your behalf, including any Instruction, request or order to revoke, ignore or vary any previous offer, instruction, request application or order.

2.28 “Perpetual Futures Contracts” means COIN-M Perpetual and/or USDT-M Perpetual without a set expiry date.

2.29 “P/L” means profits minus the losses, in each case with respect to your open Transactions in Futures before closure or expiry.

2.30 “Third Party Applications” is as defined in Section 11.1 of this Part 2.

2.31 “Third Party Data’” is as defined in Section 4.5 of this Part 2.

2.32 “Trading Bots” is as defined in Section 7.1 of this Part 2.

2.33 “Trading Bots Account” is as defined in Section 7.7 of this Part 2.

2.34 “Transaction in Futures” means any Transactions in respect of Futures that Phemex may from time to time permit to be carried out with respect to your Account.

2.35 “Unrealised P/L” means profits that have not yet been realised minus (ii) the losses that have not yet been realised, in each case with respect to your open Transactions in Futures before closure or expiry.

2.36 “USDT-M Perpetual” means Perpetual Futures Contracts that are quoted, margined and settled in Tether (USDT) and/or any other stablecoins that Phemex may determine from time to time in its sole discretion), and shall not include COIN-M Perpetual.

2.37 “Voucher” is as defined in Section 8.3 of this Part 2.

3.FUTURES TRADING RULES and PROVISION OF THE FUTURES TRANSACTION SERVICES

3.1 By accessing your Account, you agree to be bound by the terms of this Part 2 together with the rules that apply in relation to the Futures Transaction Services provided by Phemex from time to time (collectively, the “Futures Trading Rules''), which shall include, without limitation, each of the following:

1. the trading rules of COIN-M Perpetual and USDT-M Perpetual (as available https://phemex.com/contract/perpetual-contract?symbol=BTCUSDT) or on such other webpage as notified by Phemex from time to time);
2. the provisions regarding leverage and margining of USDT-M Perpetual and COIN-M Perpetual (as available https://phemex.com/contract/leverage-margin) or on such other webpage as notified by Phemex from time to time); and
3. any other rules, Terms of Use, and/or trading protocols that Phemex may from time to time in its sole and absolute discretion determine shall form part of this Part 2 (on such other webpage as notified by Phemex from time to time).

3.2 Nothing in this Part 2 or otherwise obliges Phemex to provide any Futures Transaction Services to you and Phemex may change, suspend, terminate, restrict or discontinue to any of the Futures Transaction Services or any information, features or functions available through the Phemex Exchange, and may delist any Virtual Asset trading pairs from the Phemex Exchange either temporarily or on a permanent basis, in each case at any time in its sole and absolute discretion, without giving any reason or any notice to you thereof.

3.3 Nothing contained on the Phemex Exchange is to be construed as an offer, an invitation to offer or a recommendation to enter into any Transaction which can be accepted by you so as to create contractual obligations without further action by Phemex.

4.FUTURES ORDERS

4.1 To enter into a Transaction in Futures, provide any Instructions with respect to a Transaction in Futures or close-out any open position with respect to a Transaction, you may do so by placing a relevant Order with Phemex through the use of the Phemex Exchange.

4.2 You acknowledge and consent to the right of Phemex to aggregate your Orders with the Orders of other Users of the Futures Transaction Services. The allotment or distribution of any Virtual Assets pursuant to such Order aggregation to or amongst you and other Users of the Futures Transaction Services shall be at Phemex’s sole and absolute discretion. You further acknowledge and agree that Phemex may enter into Transactions in Futures as principal and, in circumstances where Phemex acts as principal to any Transaction in Futures, and that Phemex may also take such actions as Phemex may reasonably require in order to limit its liability/exposure under such Transaction in Futures.

4.3 Future Index

1. As part of the Futures Transaction Services, Phemex may permit Users to enter into Transactions in Futures that refer to a cryptocurrency price index designed to track the performance of a basket of underlying Virtual Assets that form the constituents of the index as the underlying (such an index a “Futures Index”, such transactions “Futures Index Transactions”);
2. You acknowledge and agree that Futures Index Transactions are intended to track the performance of the underlying Futures Index and not the individual Virtual Assets that make up the constituents of such index;
3. It is not possible to invest directly in a Futures Index. Past performance of a Futures Index is not an indication or guarantee of future results. Phemex makes no assurance that any Futures Index Transactions will accurately track the value of the referenced Futures Index or provide positive investment returns;
4. Inclusion of a particular Virtual Asset within a Futures Index is not a recommendation by Phemex to buy, sell, or hold such Virtual Asset or enter into any Transaction in Futures in relation to such Virtual Asset, nor is it intended to be investment advice;
5. The price of a Futures Index is calculated based on the spot prices of the individual Virtual Assets that constitute such index as observed on the Phemex Exchange (or such other spot exchange(s) as determined by Phemex);
6. Before entering into a Futures Index Transaction through the Phemex Exchange you shall ensure that you have read and understand materials available on the Phemex website which describe the constituents of the relevant Futures Index, the formula for calculating the value of the Futures Index, any applicable rebalancing procedure and the circumstances in which the constituents of the Futures Index may change, and that you have carefully considered the risks associated with entering into such Futures Index Transaction.
7. Information in relation to each Futures Index made available by Phemex from time to time can be found at Introduction to Mark Price & Index Price.

4.4 Third Party Data

1. Phemex may rely on information and/or data obtained from or provided by third parties (including, without limitation, any third party indices or market data) (“Third Party Data”) in calculating the value of a Futures Index. Phemex may also make available Third Party Data and/or other market data provided by third parties to Users through the Phemex Exchange, for information purposes and as an accommodation to Users.
2. You acknowledge and agree that Phemex:
  1. does not guarantee the accuracy, completeness or availability of any Third Party Data, regardless of whether such Third Party Data is included within a Phemex product or is provided independently;
  2. does not warrant that any Third Party Data is up to date as at the time obtained; and
  3. shall not be liable for the content of any Third Party Data or any discrepancies or errors contained therein or any Losses flowing from the use or reliance thereon. Any use or reliance on any Third Party Data shall be at your sole risk and discretion. Unless expressly stated otherwise by Phemex, Phemex does not endorse any third party index or other product, service, information, data or disclaimer obtained from or provided by any third party that is made available or is otherwise accessible through the Phemex Exchange and does not guarantee the outcome of any use thereof or reliance thereon.

4.5 Phemex may implement certain trading risk controls to the Futures Transaction Services from time to time based on certain thresholds and criteria, in order to protect the rights and interests of Users. Such risk control measures may include, without limitation, implementing a “Reduce Only” restriction in certain circumstances, which will allow for a User to enter into risk reducing transactions or to close out existing open positions only and will prevent any new open positions from being entered into, and/or prohibiting Transactions and other operations for high-risk Users. Further information on the various risk controls that may be imposed, can be found here: Phemex Futures Trading Risk Control. Phemex reserves the right to change its risk control measures from time to time, subject to factors such as market conditions.

5.MARGIN

5.1 You shall deposit and maintain in your Account, and/or otherwise provide to Phemex, Margin in such form and amounts, at such times and in respect of such Account as Phemex may from time to time in its sole and absolute discretion require, whether or not such requirement of Phemex is identical to or reflects or is greater than applicable collateral or margin requirements of any Government Agency or self-regulatory organization in any jurisdiction (including any exchange) which is required to be maintained by Phemex and/or you.

5.2 A list of Virtual Assets approved by Phemex to be eligible as Margin will be prescribed by Phemex. Phemex may amend that list from time to time in its sole discretion and may (but shall not be obliged to) notify you of any changes to the list of eligible Virtual Assets applied to the valuation thereof prior to those changes taking effect.

5.3 The value of any Margin shall be as determined by Phemex in our sole and absolute discretion.

5.4 You may choose to satisfy Initial Margin and Maintenance Margin requirements on your Account either on an isolated basis (i.e. per each open position you hold in Futures) (“isolated margin mode”) or across all open positions in a particular contract type (“cross margin mode”). If you select “isolated margin mode”, an independent Margin Balance will apply to each open position and only Virtual Assets allocated as Margin to a particular open position will be utilized in the event of any Liquidation or close-out. If you select “cross margin mode”, all open positions in the same contract type recorded against an Account will have a single Margin Balance and will have recourse to the same pool of Virtual Assets provided by you to satisfy Initial Margin and Maintenance Margin requirements.

5.5 Phemex currently only accepts USDT stablecoins to satisfy Initial Margin and Maintenance Margin requirements on USDT-M Perpetual contracts.

5.6 Upon specific Instructions provided by you, Phemex may (but is not obliged to) transfer all or part of the Margin held by Phemex for you in respect of any Account to any other Phemex Account or to utilize such Margin for any purposes as required by you with respect to any other Services offered by Phemex outside of the Futures Transaction Services.

5.7 Phemex may establish Margin Requirements in respect of Transactions in Futures and such Margin Requirements will be set out in the Futures Transaction Rules. Phemex may, in its sole and absolute discretion, with or without notice to you, vary the Margin Requirements for any Account and/or type of Transaction in Futures at any time and by any level, and may also stipulate that such Margin Requirements shall apply to existing positions as well as new positions in the Transactions in Futures affected by such change. Any written notice (which shall include email or electronic notification on or through the Phemex Exchange) from Phemex stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event.

5.8 You acknowledge that Phemex may, in certain market conditions, effect an immediate change in Margin Requirements and/or require additional Margin to be deposited immediately or within a specified period of time which may be less than one (1) second, and you waive any right to object on the grounds that such requirement is unreasonable. No previous Margin Requirements shall set a precedent or bind Phemex.

5.9 If at any time Phemex determines that additional Margin is required with respect to a Transaction or group of Transactions in Futures, you shall deposit with Phemex such additional Margin immediately upon demand, provided that, notwithstanding any such demand for additional Margin, Phemex may at any time exercise its rights under Section 9 of this Part 2 should your Margin Balance fall below the applicable Maintenance Margin. In making such determination in respect of the Margin provided for any Account, Phemex shall not be required to take into consideration Margin held by Phemex for you in respect of any other Phemex Account.

5.10 You acknowledge that Margin may be held and used to secure the performance of your obligations as well as for such other purposes as the Applicable Laws may permit or stipulate for the relevant Transactions in Futures.

5.11 All Margin shall be held by Phemex, notwithstanding any provision or Instructions to the contrary, as continuing security and shall be subject to a general lien and right of set off in favor of Phemex for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to Phemex under this Part 2 or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety, and Phemex may realize any of your Margin as provided for in this Part 2.

5.12 You acknowledge and agree that no interest shall be paid on any type of Margin deposited by you with Phemex and that Phemex shall not have any liability for fluctuations in the fiat currency value of Margin allocated to your Account.

5.13 Phemex shall at no time be required to deliver to you the identical Virtual Assets delivered or otherwise transferred to Phemex as Margin for the Account but only Virtual Assets of substantially the same kind and amount, subject to adjustments for quantity and quality variations at the market price prevailing at the time of such delivery.

5.14 You acknowledge and agree that when Phemex uses the Margin for any purpose as set out in this Part 2 (including, without limitation, pursuant to a Liquidation and/or Phemex’s rights as set out in Section 9 (Events of Default and Termination) of this Part 2), such Margin will no longer be your property and shall not constitute a loan or constructive trust in your favor.

5.15 You shall at your own cost and at Phemex’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as Phemex may require for the purposes of this Part 2, including but not limited to perfecting Phemex’s rights to the Margin provided by you.

5.16 All Margin shall be held subject to Phemex’s general rights under Applicable Laws.

6.MARGIN BALANCE, MARGIN CALLS and LIQUIDATION

6.1 Without prejudice to the generality of this Section 6 of this Part 2, unless otherwise directed by Phemex:

1. You agree to allocate the required Initial Margin to your Account before entering into any Transaction in Futures. If you do not allocate the prescribed Initial Margin to your Account, then you will not be permitted to enter into a Transaction in Futures. The Initial Margin required for a particular Transaction in Futures will be determined by reference to the notional value of the relevant position and the applicable leverage;
2. You agree to maintain sufficient Maintenance Margin at all times for outstanding Transactions in Futures. If the Margin Balance of your Account falls below the required Maintenance Margin, you agree to transfer additional Margin to Phemex whether or not a Margin Call has been made by Phemex to restore to the required Maintenance Margin for the outstanding Transactions in Futures. The Initial Margin requirements will be displayed while you start your Future Transaction and open an position. Phemex may amend the maximum leverage, Initial Margin and/or Maintenance Margin requirements with respect to Transactions in Futures from time to time in its sole discretion. A higher Initial Margin may be payable in certain circumstances and Maintenance Margin may increase in the event of adverse market movements in order to keep a position open;
3. You acknowledge that Phemex calculates the P/L of your open positions in Futures based on a proprietary model and that Phemex has the sole discretion to choose and amend the specification of the such proprietary model in order to reflect Phemex’s view of the fair market price of the Futures at the relevant time;
4. You acknowledge that if with respect to open positions maintained in Futures, monitoring your Margin Level closely is crucial. Liquidation occurs when your Margin Level hits 100%, leading to the closure of your positions. You may refer to "How to Reduce Your Chances of Getting Liquidated" to for more information.
5. Phemex is not required to provide notice before commencing Liquidation. If, following a Liquidation, there is a negative balance on your Account, you will be considered “bankrupt” and Phemex may step in to take over the remaining positions and offload them onto the market gradually via the use of an insurance fund which collects “Insurance Clearance Fees” from non-bankrupt Users subject to Liquidations (the “Insurance Fund”). In the event that the Insurance Fund is unable to accept positions, such as in periods of extreme market volatility, counterparty liquidation will occur and positions held by opposing Users will be liquidated in accordance with a priority ranking calculation which results in highly leveraged positions being closed out first. This process is referred to as Auto-Deleveraging (“ADL”). Users who are subject to ADL will be notified immediately.
6. Further information with respect to the Liquidation process, the Insurance Fund (including applicable Insurance Clearance Fees) and ADL can be accessed through the following links: What is the Insurance Fund and Auto-Deleveraging?
7. You acknowledge and agree that it is your sole responsibility to monitor the Margin Balance of your Account and applicable Margin Requirements (including the Initial Margin, Maintenance Margin, the Mark Price and the Liquidation Price) of your Account from time to time, particularly in periods of high volatility, in order to avoid Liquidation. All open positions of the Account shall be marked-to-market daily, or at more frequent intervals as Phemex may determine in its sole discretion. To prevent sudden spikes and unnecessary Liquidations during periods of high volatility, Phemex employs both Last Price and Mark Price mechanisms. The Last Price refers to the most recent transaction price at which the contract was traded. It represents the price of the last trade recorded in the trading history. The Last Price is utilized for computing your realized P/L. On the other hand, the Mark Price is derived from a blend of funding data and a pool of price data sourced from various spot exchanges. Your liquidation prices and Unrealized P/L are determined based on the Mark Price.;
8. You acknowledge and agree that whilst the Margin Balance of your Account takes into account the value of Virtual Assets allocated as Margin to your Account together with any Unrealised P&L and Unrealised P&L is relevant for determining Margin Calls, you shall not have any claim with respect to any Unrealised P&L and shall not be entitled to request the withdrawal of any Unrealised P&L. Further, any rewards or incentives to which you may be entitled from time to time with respect to Virtual Assets in your Account (which shall include, without limitation, any Airdrops and/or any Fork/redenomination of a Virtual Asset or other action that results in the creation and distribution of new Virtual Assets or the increase in the supply of existing Virtual Assets, which are then distributed to Users by reference to value of Virtual Assets held in their Phemex Accounts), will be determined by reference to the value of the Virtual Assets allocated to your Account as Margin and will not take into account any Unrealised P&L included within your Margin Balance.

6.2 As Virtual Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours. You further agree and acknowledge that the prices of Virtual Assets are volatile and thus may decline speedily in value.

6.3 Phemex shall be entitled, but not have the obligation, to make Margin Calls to you in respect of your Transactions in Futures. If a Margin Call is made, it will be made through the Phemex Exchange, by email or other electronic means.

6.4 Any Margin Call made by Phemex must be met by you by transferring additional Margin from your Phemex Account(s) to your Account. You are responsible for monitoring your Account and for maintaining sufficient Margin at all times to satisfy applicable Margin Requirements, especially during volatile periods, regardless of whether or not a Margin Call has been made. Any failure to satisfy a Margin Call or any failure to otherwise maintain sufficient Margin in your Account may lead to your positions being subject to Liquidation and/or Phemex exercising its rights as set out in Section 9 of this Part 2. Phemex shall have no liability to you or any third party in connection with any failure of Phemex to make a Margin Call or any delay in the receipt by you of any Margin Call.

6.5 Failure of Phemex to exercise any or all of its rights under this Section 6 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall Phemex be subject to any liability to you for its acts or its failure to so act.

7.FEES, INTEREST, COMMISSIONS AND CHARGES

7.1 Applicable Transaction fees may vary between different Users, products and Transactions in Futures and will depend on certain factors, such as Transaction volumes. Fee discounts may be available from time to time, subject to the satisfaction of certain criteria. All Transaction fees shall be applied at both the entry into and the close-out of a Transaction in Futures, unless otherwise notified.

7.2 If you enter into a Perpetual Futures Contracts through the Phemex Exchange, then, currently every 8 hours (currently at 00:00 UTC; 08:00 UTC and 16:00 UTC (the “Funding Times”), if different, please refer to the specific Futures Trading Rules), you will either be required to pay or will be entitled to receive a Funding Fee. As Perpetual Futures Contracts do not have a set expiry date and do not settle in the traditional sense, Funding Fees ensure that the price of the contract correlates with the prevailing spot price of the underlying instrument. In extreme market conditions, high Funding Fees can mean that it is costly to maintain a long-term position in the market. You will only be required to make, or entitled to receive, Funding Fees in respect of open positions you hold in Perpetual Futures Contracts as at the Funding Times. If you do not have an open position at a Funding Time, you will not be liable for, or otherwise entitled to receive, any Funding Fees with respect to such Funding Time. Moreover, if you close your open positions prior to a Funding Time, you will not pay or receive any Funding Fees in relation to those positions. There is a 15-second deviation in the actual Funding Times.

7.3 In certain circumstances (and subject to certain conditions), Phemex may agree to issue certain bonuses, rewards and/or rebates to you in the form of a voucher, any redemption of which will be applied towards the balance of your Account. Information on the types of vouchers that Phemex may issue (each a “Voucher”) and the terms relating to the redemption of such Vouchers can be found at https://phemex.com/rewards-hub. To the extent you receive any Voucher from Phemex, you agree to comply with applicable terms relating thereto.

8.EVENTS OF DEFAULT AND TERMINATION

8.1 For the purpose of this Part 2, an “Event of Default” shall, in addition to those already provided in Section 11.1 of Terms of Use, be deemed to occur if:

1. your Margin Balance with respect to your Account falls below the applicable Margin Requirements as prescribed by Phemex in the applicable Futures Transaction Rules;
2. Phemex has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity (including, without limitation, any verification of your place of residence or place(s) from which you are accessing the Futures Transaction Services);
3. Phemex forms the view, in good faith, that it should take action in order to preserve its rights or interests under any Phemex Account or Account or under its relationship with you;

8.2 Without prejudice to any other right of Phemex hereunder or otherwise at law, in an Event of Default, Phemex may (but is not obliged to) immediately or any time thereafter whilst the Event of Default is continuing, do any one or more of the following without prior notice:

1. vary the applicable Margin Requirement and/or liquidate or exercise its power to sell the Margin or part thereof at a price which Phemex deems appropriate in the circumstances;
2. exercise such other authority and powers that may have been conferred upon Phemex by this Part 2, the Futures Transaction Rules, the Terms of Use, or any other terms under the Agreement.

8.3 Without prejudice to Section 8.1 and 8.2, in the event that Phemex determines that an Event of Default has occurred, Phemex reserves the right (without liability to the User or any third party) to unwind or reverse any Transaction in Futures, freeze any or all amounts allocated to User’s Account, and/or deduct any amounts allocated to User’s Account that relate to or arise out of any Transaction in Futures entered into by you.

8.4 To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Phemex, and shall be responsible for any other reasonable costs and expenses incurred by Phemex in exercising any of its rights under this Section 9 pursuant to any Event of Default.

9.STATEMENTS and CONFIRMATIONS

Subject to the provisions of this Section 10, a Confirmation which does not accurately reflect the relevant Transaction in Futures entered into via the relevant Phemex Exchange:

1. does not affect the validity of the Transaction in Futures which the Confirmation evidences; and
2. where there is manifest error, does not entitle you to enforce whatever is inaccurately recorded in the Confirmation.

10.GENERAL EXCLUSION

10.1 Transaction in Futures is not suitable for everyone. You should examine your investment objectives, financial resources and risk tolerance to determine whether borrowing against your assets held with Phemex is appropriate for you. You acknowledge that Transaction in Futures with respect to Virtual Assets is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. You further understand and accept the significant risks associated with the use of Margin and leverage and have determined that the use of Margin and/or leverage is consistent with your investment objectives. Despite such risks, you acknowledge, understand and agree that you are willing and able to assume the financial risks and other hazards of Transaction in Futures with respect to Virtual Assets and agree that you will in no manner hold Phemex responsible for Losses incurred by you under or in connection with this Part 2, the Futures Transaction Rules, the Terms of Use or any other terms under the Agreement. You acknowledge that Transaction in Futures involves the potential for profit as well as the risk of losing substantially more than your initial deposit. You do not own or have any rights to the underlying instruments – which includes Virtual Assets and any rewards or yields generated from them.

10.2 In addition and without prejudice to any other right or remedy which Phemex may have under this Part 2, the Futures Transaction Rules, the Terms of Use, any other terms under the Agreement, Applicable Laws or otherwise, so long as Phemex acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Part 2, the Futures Transaction Rules and/or the Terms of Use. Phemex shall only be liable to you if Phemex is proven to have been fraudulent or to have acted in wilful default.

10.3 Without prejudice to the generality of the foregoing, Phemex shall not in any event be liable to you for any indirect or consequential Loss, or for any anticipated profits or punitive damages.

11.APPLICABLE LAWS

Your relationship with Phemex, the operation of your Account, the provision of the Futures Transaction Services and the implementation of any transaction shall be subject at all times to the Applicable Laws. Phemex may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by Phemex in order to procure or ensure compliance with, Applicable Laws. You agree that Phemex shall not be liable to you as a result of any action taken by Phemex to comply with Applicable Laws.

12.TECHNOLOGY DISCLAIMER

12.1 To the extent that you may use third party technology, web applications, application programme interfaces, software, software code, programmes, protocols and/or other third party resources (“Third Party Applications”) whether independently identified and selected, sourced or used by you, made available via Phemex or otherwise, to provide connectivity to the Phemex Exchange to place Orders, enter into and/or settle Transactions in Futures, or otherwise engage in the Futures Transaction Services, you acknowledge and accept that you are solely responsible for and will bear all risks associated with the use of any Third Party Applications, including any risks that such Third Party Applications may not be compatible with or function appropriately with the Phemex Exchange. Any links to Third Party Applications to or from the Phemex Exchange do not imply endorsement by Phemex of any product, service, information or disclaimer presented on or made available through such Third Party Applications, nor does Phemex guarantee the accuracy of the information presented on or provided through such Third Party Applications. You shall be solely responsible for your decision to use any Third Party Application and should ensure that any such use is suitable for you in light of your investment objectives. If you suffer any Loss in connection with your use of any Third Party Application, Phemex will not be liable for such Loss. In addition, since Phemex has no control over the terms of use or privacy policies related to any Third Party Application, you should ensure to read and understand such terms and policies carefully before using such Third Party Application.

12.2 Use of the Phemex Exchange may require compatible hardware or devices, internet access, web browser that includes 128-bit encryption (e.g. Chrome/Safari/Firefox, latest version recommended and require periodic updates) and Phemex software (latest version recommended and requires periodic updates). The performance of the Phemex Exchange may be affected by the performance of these factors. It is not recommended to access the the Phemex Exchange for the purposes of Trading in Futures with a touchscreen device on a web browser. You agree that meeting these requirements is your responsibility. Phemex shall not be liable for any Loss resulting directly or indirectly from the incompatible hardwares or devices, personal network congestion, network delay, poor network environment and outdated version of software. Phemex reserves the right to limit the number of Accounts that may be created from a device and the number of devices associated with an Account.

Part 3 Custody Services

1.INTRODUCTION

1.1 Scope

This Part 3 only applies to Custody Services.

1.2 Custody Services may be governed by other provisions

Without limiting any provision of the Agreement, the Custody Services are subject to:

1. 1. this Part 3 of the Terms of Use (hereinafter referred to as “Part 3”);
  2. any directions, decisions and requirements issued by us from time to time in connection with the Custody Services; and
  3. Applicable Laws (including the AML/CTF Requirements).

1.3 Priority of terms

Subject to the application of any mandatory provisions of any Applicable Law and without limitation to the generality of the Part 1, if there is any inconsistency between:

1. 1. any term of the Part 1 of Terms of Use (hereinafter referred to as “Terms of Use”) and this Part 3, the latter prevails; and
  2. any term of this Part 3 and any direction, decision, requirement or other rule issued by us in connection with the Custody Services, the latter prevails, in each case to the extent of the inconsistency.

2.Authorization of Custody

2.1 You hereby authorize Phemex, in respect of all Virtual Assets deposited by the you with Phemex and held by Phemex on behalf of you, to hold in safe custody in a segregated Account which is designated as a trust Account or a client Account by the Phemex or its Affiliate(s). You agree not to pledge, charge, sell, grant an option or otherwise deal in any Virtual Assets forming part of any Account without our prior written consent.

2.2 You hereby authorize Phemex or its Affiliate(s), but without any obligation or liability whatsoever, exercise any rights or perform any actions which may be exercisable in relation to any such Virtual Assets held for the Accounts, and where you have provided Phemex with any necessary Instructions and executed any applicable authorizations.

2.3 Phemex will be under no duty to investigate, participate in or take affirmative action concerning attendance at meetings, voting or other rights attached to or derived from such Virtual Assets except in accordance with your Instructions

2.4 Phemex will have no duty or responsibility to receive in respect of any proxy, circular, or other document in respect of the Virtual Assets (which are “securities” under Applicable Laws) or to send any proxy, circular or other document or to give any notice of the receipt of the same to you except in accordance with your Instructions;

2.5 If Phemex does not receive any Instructions or within what it deems to be a sufficiently reasonable time, it may take or omit to take any action;

2.6 You acknowledge and agree that you will be liable and Phemex will have no responsibility for any liabilities in respect of unpaid calls or any Loss payable in respect of any Virtual Assets held by Phemex on your behalf;

3.Loss Suffered During Custody

In relation to any Virtual Assets deposited by you with Phemex, if any Loss is suffered by Phemex as a result of the Instructions, the relevant Account(s) may be debited (or payment made by you as may be agreed) with the proportion of such Loss equal to the proportion of the Virtual Assets held on behalf of you out of the total number or amount of such Virtual Assets on Phemex Exchange.

4.Use of Virtual Assets

4.1 Phemex may also, by itself or through an Affiliate, deposit, transfer, lend, pledge, repledge or otherwise deal with your Virtual Assets if:

1. 1. such action is for the settlement of a Transaction;
  2. such action is for the settlement of fees and costs owed by you to us in respect of any Services; or
  3. in accordance with your Instructions or regulatory authority, subject to Applicable Law

4.2 Phemex shall also be entitled to dispose, or initiate a disposal by an Affiliate, of any of your Virtual Assets (and Phemex shall have absolute discretion to determine which Virtual Assets are to be disposed of and the manner and timeframe in which this is done) for the purpose of settling any liability owed by or on behalf of the you to Phemex, its Affiliate(s), or a third party.

5.Distribution of Derivatives

Where Virtual Assets are held by Phemex on behalf of you pursuant to this Part 3, and subject to any other clauses in relation to Airdrops and Forks, Phemex shall, and shall procure its Affiliate(s) to collect, receive and credit any income, payments and other distributions or benefits in respect of such Virtual Assets to the Account. Where the Virtual Assets form part of a larger holding of identical Virtual Assets held for Phemex’s other clients, you are entitled to the same share of the income, payments or other distributions or benefits arising from the holding as your share of the Virtual Asset out of the total holding of the Virtual Asset on Phemex Exchange. Where a distribution is made, Phemex is authorized to elect and receive on behalf of the you a cash dividend of such form as it considers fit in the absence of any contrary prior written Instruction from you.

6.General Equivalent of Custody

Neither Phemex nor its Affiliate is bound to redeliver to you the identical Virtual Assets received from or for you but may redeliver to you Virtual Assets of like quantity, nominal amount, type and description and that have equal rank in every respect with the Virtual Assets originally delivered or deposited subject to any capital re-organization or conversion or other corporate action that may have occurred in the interim.

7.Return of Virtual Assets

Phemex may, in its discretion, upon the passage of a time period that it determines or as otherwise required by Applicable Laws or Phemex’s internal policies, return any Virtual Assets recorded in your Account to a designated external address that can hold the relevant Virtual Asset and is under your control, as last notified by you to Phemex in writing, provided that the return to such Account or address is consistent with Applicable Laws and Phemex’s internal policies. To the extent permissible under Applicable Laws, Phemex reserves the right to deduct a fee in respect of the return of any Virtual Assets.

8.Limited Liability of Custody

8.1 Phemex’s shall not be required to take any actions with assisting you in securing any rights, interests, benefits, payments and/or options available to you as a result of holding the Virtual Assets. You shall have a duty to examine the underlying project of the Virtual Assets and carry out due diligence with respect to the issuer of the Virtual Assets. You agree that Phemex is not liable for any Losses that you may suffer as a result of failing to obtain any rights, interests, benefits, payments and/or options from the issuer of the Virtual Assets.

8.2 Virtual Assets held by Phemex through its Affilaite(s) pursuant to this Part 3 are held by Phemex at the sole risk of you and to the extent permitted by Applicable Laws, Phemex shall not be responsible for, or liable in respect of, any Loss suffered by you in connection herewith unless such Loss has been caused as a direct consequence of a gross act of negligence, fraud or willful misconduct on the part of Phemex.

8.3 To the extent permitted by Applicable Laws, Phemex will not be liable for the acts, omissions and/or insolvency of any custodian selected by Phemex in good faith. Phemex’s only obligation to you in respect of the same is, at your cost and expense, to assign to you any rights of recourse in respect of the custodians where the same are capable of being assigned under any Applicable Laws;

9.Unsupported Assets

You shall comply with Phemex’s requirements for the deposit and withdrawal of Virtual Assets as stipulated from time to time in this Agreement and shall pay the corresponding gas fees. In particular, if you deposit any Virtual Assets unsupported by Phemex or an its Affiliate(s), Phemex will in its sole discretion use commercially reasonable efforts to handle these Virtual Assets but it shall be under no obligation to keep the Virtual Assets mentioned above (save for obligations imposed by any Applicable Laws). Phemex shall be entitled (but not obliged) to refund any unsupported Virtual Assets if and only if you have paid the gas fee for such refund within a timeframe that Phemex may stipulate, being such period as required by Applicable Laws or Phemex’s internal policies, to such external wallet that can store the relevant Virtual Asset and under your control as last notified to Phemex in writing, subject to Applicable Laws and Phemex’s internal policies. Phemex shall not be liable to you for any direct or indirect or consequential loss in relation to such Virtual Assets. All Losses and risks in relation to your deposit of such Virtual Assets unsupported by Phemex shall be solely borne by you.

10.Information in Relation to Custodian Arrangements

10.1 Subject to any Applicable Laws, any Virtual Assets which are held by Phemex on behalf of you may:

1. 1. 1. (in the case of Virtual Assets that are registrable securities) be registered in your name or in the name of a nominee appointed by Phemex; or
    2. be deposited in safe custody in a designated account with Phemex’s Affiliate;

10.2 Where Virtual Assets are held by Phemex or its Affialite(s) on your behalf, Phemex will use its reasonable efforts to give you notice of any necessary information which Phemex receives in relation to any calls, rights, benefits, entitlements or obligations attached to or derived from such Virtual Assets which require Instructions from you. This includes the treatment of your Virtual Assets and their respective rights and entitlements when events such as, but not limited to, Forks and Airdrops occur;

11.Our Discretion

Phemex is entitled to, at any time, close any such custody Account(s) maintained in your name and/or on your behalf without providing any reason for doing so.

Part 4 PHEMEX ANCILLARY PRODUCTS TERMS

In addition to traditional Services of Virtual Asset Transaction, Custody and Futures Trsanction, as set out in the Part 1,2, and 3 of the Phemex Terms of Use, Phemex also provides Users ancillary products or services such as Trading Bots, Copy Trading, Phemex Lending and Phemex Earn Products to facilitate the Transaction of Virtual Assets in other methods.

1.CATEGORIES OF PHEMEX ANCILLARY PRODUCTS

The ancillary products or services available on Phemex Exchange includes but are not limited to:

Trading Bots,
Copy Trading,
Phemex Lending,
Phemex Earn,
Credit/Debit Card Payment, and
Memex Trading (for this Special Service, please refer to its terms of use https://phemex.com/help-center/Memex-trading-service-agreement) (collectively “Phemex Ancillary Products” and each a “Phemex Ancillary Product”)

The Phemex Ancillary Products aim at enabling users to implement diverse Transaction methods. The categories of the Phemex Ancillary Products may, at our sole discretion, be changed from time to time.

2.ACCEPTANCE OF TERMS

2.1 Each Phemex Ancillary Product will not be automatically applied to all Users. By opening the relevant pages on the Website/APP and initiating of the corresponding Ancillary Product (including but not limited to clicking “I agree” or “Subscribe”), you acknowledge and agree that you will be bound by and will comply with the terms of the respective Phemex Ancillary Product (“Individual Product Terms”), as provided below, which may be updated and amended from time to time at our sole discretion. By accessing and/or using a Phemex Ancillary Product, you agree that you have read and understood the terms of that Phemex Ancillary Product, together with any additional documents or terms referred to in those terms. If you do not understand and accept those terms in their entirety, you should not use that specific Phemex Ancillary Product.

2.2 You represent that you have sufficient knowledge to make your own evaluation of the authenticity, legitimacy and validity of relevant Virtual Assets and any Transaction varieties information, and bear the liabilities of any profit and Loss arising from the Phemex Ancillary Products that you subscribe.

2.3 You warrant that before executing a specific Transaction via a Phemex Ancillary Product, you have carefully investigated the feasibility, risk and legality of the specific Transaction from the perspective of a qualified investor. Confirming and instructing Phemex to excuting such Transaction shall be deemed as confirmation of its feasibility, risk and legality.

2.4 Phemex shall have no obligation to review all your information data, asset information, trading behavior and other matters related to Transactions.

3.SCOPE OF TERMS AND CHANGES

3.1 The Individual Product Terms, shall govern your access to and use of the specific Phemex Ancillary Product available on Phemex Exchange.

3.2 Each Individual Product Term of the Phemex Ancillary Products form part of, and shall be read together with, as they may provide, the Phemex Terms of Use Part 1 and Part 2, (the “Service Agreements”). Please note that not every Phemex Ancillary Product involves both spot Transaction and Future Transaction of Virtual Assets and Phemex Terms of Use Part 1 and Part 2 may apply to the Individual Service Terms collectively or respectively. Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Service Agreements. Where the Individual Product Terms stand in conflict with other terms and conditions as set out in the Service Agreement, the Individual Product Terms shall prevail unless otherwise specified.

4.TRADING BOTS

4.1 Definition

1. “Futures Grid Trading Strategy” shall mean structured Transaction methodology where a User buys and sells Futures at predefined price intervals within a specified price range.
2. “Grid Trading Strategy” shall mean a structured Transaction methodology where a User buys and sells Virtual Assets at predefined price intervals within a specified price range.
3. “Spot Grid Trading Strategy” shall mean an automated Trading Bots designed to facilitate the buying and selling of virtual assets which operates at predetermined intervals within a specified price range, establishing trading grids to optimize market transactions.
4. “Trading Bots” shall mean a way of predetermined methodologies of Transaction, executed automatically by way of algorithm, based on certain parameters as selected by you (alternatively referred to within as “Trading Strategy”).
5. “Trading Bots Terms” shall mean this Section 4 of these Phemex Ancillary Product Terms, as an Individual Product Terms applying to Trading Bots products;

4.2 Scope

1. These Trading Bots Terms apply to your access and use of any Trading Bots available on Phemex Exchange, which enables you to place orders for the execution of spot and/or futures Transactions. The Trading Bots that Phemex may make available to you include: Spot Grid Trading and Futures Grid Trading (each as described further below).
2. These Trading Bots Terms form part of, and shall be read together with, the Phemex Terms of Use both Part 1 and Part 2.

4.3 Eligibility

Before Using the Trading Bots, you must

1. 1. register and open an Account;

4.4 Disclaimer

1. You acknowledge and agree that you shall be solely responsible for determining whether or not you wish to make use of any Trading Bot and for selecting an appropriate Trading Bot in light of your investment objectives and needs. You shall also be responsible for setting any parameters and/or applicable execution methodology to be applied by any Trading Bot you have chosen and for ensuring that any such Trading Bot will be consistent with any limitations or conditions that may apply to your execution of any Transaction.
2. You acknowledge that your use of any Trading Bot may be limited by Applicable Laws and that you shall not issue any Instruction to Phemex pursuant to the use of any Trading Bot (or otherwise) unless you have determined that it is consistent with Applicable Laws.
3. In the case where Phemex determines that the use of a Trading Bot could have an impact on the market and/or adversely impact availability of liquidity across the relevant product and/or to ensure compliance with Applicable Laws (including in response to any regulatory request or restriction), you acknowledge and agree that Phemex may implement certain controls in its discretion, which may include cancellation of Orders and/or Transactions in Futures resulting from the use of a Trading Bot and/or restricting the use and/or availability of any Trading Bot for the execution of any Futures Orders and/or Transactions in Futures.
4. The output and offering of any Trading Bot and any parameters recommended in connection therewith are not investment advice or any recommendation as to the use, appropriateness or suitability of any Transaction to be executed or the applicable execution methodology. In offering Trading Bots to Users, Phemex is not providing any investment advice or recommending any particular Trading Bot, Trading Strategy and/or trading parameter as appropriate and/or suitable for User. The information and FAQs on the Website regarding Trading Bots are introductory and for reference only, and shall not be deemed as having any binding effect between you and Phemex. You shall be solely responsible for determining whether or not to make use of any Trading Bots and for selecting an appropriate feature, Trading Strategy and/or parameters in light of your investment objectives, risk tolerance, financial situation and needs.
5. Phemex makes no representation or warranty as to the outcome of the use of any Trading Bot and will not be liable for any of your Loss that might arise from or in connection with your use of any Trading Bot.

All Trading Bots are not profits guaranteed, while in times of high volatility, prices can always exit the range (moving higher than the top or far below the bottom) and inflict Losses that might be magnified by the use of leverage. Therefore, you should not trade or invest money you cannot afford to lose. It is crucial that you fully understand the risks involved before deciding to utilize any Trading Bots in light of their own financial resources, level of experience, and risk appetite. If required, you should seek advice from an independent financial advisor. The actual returns and losses experienced will vary depending on many factors, including, but not limited to, market behavior, market movement, and trade size. Past performance is not a guide to future performance. The value of your investments may go up or down. Phemex does not provide financial or investment advice. For more information, see Phemex Terms of Use and Risk Disclosure and Disclaimer.

4.5 Categories

Phemex Currently provides two categories of trading bots: Grid Trading Bots and Futures Martingale Trading Bots.

4.6 Spot Grid and Futures Grid Trading

a. You may be permitted to create on the Phemex Exchange

1. 1. The Spot Grid Trading Strategy; and
  2. Futures Grid Trading Strategy.

Phemex offers Grid Trading Bots with three strategic options: Long, Short, and Neutral.

If you select Long Grid Trading Strategy, the Trading Bot will place a sequence of buy and sell orders at predefined price intervals, focusing on upward price movements. This approach involves setting buy orders at incremental levels below the current market price and sell orders above it within a specific price range;

If you select Short Grid Trading Strategy, the Trading Bot will establish a sequence of incremental sell and buy orders at predefined price intervals. This strategy involves placing sell orders at levels above the current market price and buy orders below, within a specified price range.;

If you select Neutral Gird Trading Strategy, the Trading Bot will place a series of buy and sell orders at predefined intervals within a specified price range, without a directional bias towards upward or downward trends.

b. You acknowledge that the parameters for the Grid Trading Strategies selected will dictate the operation of the applicable Grid Trading Strategy and that you shall be entirely responsible for determining and confirming any parameters selected and/or any applicable execution methodology to be applied to any Grid Trading Strategy, regardless of whether such parameters and/or execution methodology are suggested or pre-populated on the Phemex Exchange, replicated from an existing Grid Trading Strategy created by another User, or independently populated by Users themselves.

c. You shall be responsible for ensuring that any Grid Trading Strategy selected or otherwise created is appropriate for you in light of your own investment objectives and will be consistent with any limitations or conditions that may apply to you with respect to the execution of any transaction. Use of any Grid Trading Strategy is at your own discretion and Phemex does not determine the suitability of any Grid Trading Strategy or parameter for you or make any representation or warranty that any Grid Trading Strategy will be profitable. Any risk associated with a Grid Trading Strategy resides solely with you, not Phemex.

d. You acknowledge that the past performance of any Grid Trading Strategy is not indicative of future results and that the future performance of any Grid Trading Strategy may not be profitable or equal to past performances.

e. You acknowledge that Phemex employs multiple risk mitigation strategies, including manual and automated circuit breakers, as well as kill-switch controls. These features can activate in the event of regulatory restrictions, market disruption, and/or systems failure, potentially canceling any Grid Trading Strategy in place. Phemex shall not be liable to you in respect of any Losses incurred in connection with the cancellation of any Grid Trading Strategy.

f. Given the associated risks, you shall be responsible for fully understand the risks of any Grid Trading Strategy and for conducting thorough due diligence to ensure that this feature is suitable for you.

g. Transactions entered into via a Grid Trading Strategy may incur trading fees. you should consider the impact of trading fees on the performance of the relevant strategy before deciding to use/create any Grid Trading Strategy.

4.7 Futures Martingale Trading Bots

1. Under this Trading Strategy, the Trading Bot will initiate a Transaction (under either a long or short position) in a Futures contract. Should this trade result in a Loss from the initial price, the Trading Bot will re-enter a Transaction doubling the position maintaining the same Grid Trading Strategy. This doubling mechanism is repeated with each subsequent Loss, until prior Losses are recovered and a net profit is secured or until the maximum position limits or the stop-loss triggers you have set
2. As the inherent doubling mechanism may lead to rapidly escalating exposure and potential Losses in markets experiencing sustained unidirectional trends. You shall be aware that, while this strategy seeks to recover Losses through incremental position increases, it entails significant financial risk and should be deployed with caution and appropriate risk mitigation measures.
3. In Phemex, we will incorporate coonfigurable paramneters to facilitate risk management, such as maximum position limits, cumulative loss thresholds, and stop-loss triggers.

4.8 Trading Bots Account and Trading Bots Orders

1. Phemex may create a separate Account for orders submitted by you through the use of certain Trading Bots (each such account, a “Trading Bots Account”) in order to differentiate the resulting transactions from standard spot and futures transactions entered into by you through the Phemex Exchange other than through the use of such Trading Bots (which transactions will be recorded against User’s standard Account as applicable). If a Trading Bots Account is set up for you, it will be set up automatically upon your entry into a Grid Trading Strategy or transaction (as applicable) pursuant to the use of the relevant Trading Bots, and details of such Trading Bots Account will be visible to you within the Phemex Exchange.
2. It is your responsibility to monitor each Trading Bots Account set up on your behalf and to ensure that sufficient Virtual Assets are allocated to each Trading Bots Account to satisfy any payments due with respect to transactions recorded against such account (including, without limitation, payment of applicable fees and Margin Requirements with respect to the relevant transactions). If You are using the Futures Gird Trading Bots, you should monitor any Margin Calls and/or Liquidation notices sent by Phemex with respect to its activity on the Phemex Platform to ensure that you understand which Account such Margin Calls and/or Liquidation notices relate to. Unless otherwise permitted by Phemex, Virtual Assets allocated to your Account will not be applied to satisfy Margin Calls or other payments due with respect to transactions recorded against a Trading Bots Account.

4.9 Sufficient Funds and Liquidation

Since Trading Bots will initiating Transactions automatically after subscription, please maintain sufficient amount of Virtual Asset for the Trading Bots you select. When subscribing a Trading Bot for Transactions in Futures, including Futures Grid Trading Bot and Futures Martingale Trading Bot, your Account may end up less Virtual Asset after each Transaction, and may trigger a Liquidation as provided under the Part 2 of the Terms of Use when your Margin Level hits 100%.

5.COPY TRADING

5.1 Definition

1. “Copy Trade”: shall mean a Transaction method wherein Users in replicate or mirror the portfolio positions and Transactions of a selected third party User. This replication can occur automatically or manually, depending on the User's preference for engagement in the copy trading process, which allows the User to view Futures trading strategies executed by the top veteran Users in the market and automatically replicate their trading positions, and “Copy Trading” shall be construed accordingly;
2. “Copy Trade Services” shall mean the Services Phemex provides to enable you use Copy Trade product on the Phemex Exchange.
3. “Copy Trade Terms” shall mean Section 5 of these Phemex Ancillary Product Terms, as an Individual Product Terms applying to Copy Trade;
4. “One-Click Copy Trade” shall mean the streamlined feature in Phemex that allows Users to start mirroring another User's trading activities with a single click. This feature enables Users to replicate trades and positions of a chosen trader or strategy without having to manually configure each trade;
5. P/L” means profits minus the losses, in each case with respect to a Transaction by Copy Trade.
6. “Top Trader” shall mean users whose P/L is greater than or equal to 20,000 USDT within 30 days or whose investment return rate is greater than 200% within 30 days will automatically become Top Trader after applying to Phemex;

5.2 Scope

1. These Copy Trade Terms apply to your access and use of Copy Trade product available through the Phemex Exchange.
2. These Copy Trade Terms form part of, and shall be read together with, the Phemex Terms of Use Part 1 and Part 2.

5.3 Eligibility

Before subscribing the Copy Trade products, you must

1. register and open an Account;
2. Agree to share your User ID and your chosen Transaction Information (see Phemex Privacy Policy) on the Phemex Exchange to other Users who subscribe the Copy Trade product (if you agree to be a Top Trader)

5.4 Profit Sharing

1. Top Trader recognized by Phemex may be entitled to profit share. The rate of profit share will be up to 12%, the exact rate will be determined by the Top Trader and confirming by you while you are copying one top trader’s trade.
2. Profit Share Period: the profit under the Copy Trade will be shared weekly, from every Monday at 0:00 UTC to Sunday at 23:59 UTC.
3. Profit Sharing Rules:
  1. During the abovementioned weekly period, the total P/L of all positions opened by copiers of any given Top Trader is counted. If the resulting sum is greater than 0, then profit sharing occurs. If it is less than 0, no profit share will be distributed to the Top Trader.
  2. During this period, regardless of whether the Top Trader or a copier actively closes a position, the P/L from that position will be recorded. If profitable, the system will deduct and withhold an amount equivalent to the profit share percentage. After the weekly period ends, the aggregate profit share amount for that period will be calculated. If the withheld amount is greater than the aggregate profit share amount, then the excess withheld amount will be returned to Users.
  3. Profit share distributions will be made in this time cycle if and only if all positions opened within that cycle are closed. If a position is closed during a later cycle, then profits from the position will be shared alongside the profit share for that later cycle. This means that during the current cycle, profit share will be distributed to Top Trader only if the copiers and Top Trader do not have any open, linked positions. Otherwise, the profit share from those positions will be delayed until the positions are closed.

Examples of how profits are shared between Top Traders and Users are available at: https://phemex.com/help-center/copy-trade-profit-sharing-rules

Phemex shall be entitled to adjust the profit sharing rules in our sole discretion, and this document will be updated published via announcements on Website/APP.

5.5 Disclaimer

a. You know and agree that Phemex shall not be liable for any damages, including but not limited to the loss of profits, goodwill, usage, data, or other intangible losses arising from any of the following (whether or not we have been informed of the possibility of such damages):

1. 1. Your misunderstanding of the Copy Trade and any other loss in connection with Copy Trade but not incurred by it.
  2. Any partial or total Losses resulting from your direct or indirect involvement in Copy Trade.

b. Risks associated with the One-Click Copy Trade, including but not limited to automatic transaction operations where you can start and end transactions without requiring any manual intervention.

c. The delay of One-Click Copy Trade may incur high costs and fail.

d. You may choose your investment management Services and specific User and/or follow specific Transaction mode at your discretion. In making such a decision, you promise you have considered your overall financial situation, including financial planning, and acknowledge the extreme speculations and complexities of the Copy Trade and there is a possibility you may lose more than you use the Copy Trade.

e. The information we provide for the Copy Trade and the positions of our Top Traders is for reference only and need your independent verify. You understand and agree to accept the risk of any decision based on such information.

f. You acknowledge and are aware that cryptocurrencies are extremely fluctuant and risky, and significant Losses may occur even with low leverage multiples. You should make your own decisions of any investment, strategy, and any other products and services that meet your own needs based on your investment objectives and financial situation.

g. You shall be solely responsible for any Losses incurred by using Copy Trade.

h. Any information on the Phemex Exchange is intended to provide Transaction updates and information of User to the public. Phemex will not provide and imply any investment advice in any form and any information as mentioned above shall not be deemed as any investment advice. You shall conduct independent research and make your own investment decisions using the information available on Phemex and collected from Copy Trade product.

Phemex reserves the right of final interpretation of matters not mentioned herein within the scope of law and is subject to change without notice.

6.PHEMEX LENDING

6.1 Definition

1. “Borrower” shall mean a User borrows from another User Virtual Asset in accordance with the terms and conditions under this Section 6.
2. “Collateral” means Virtual Assets that a Borrower must provide or pledge as security to obtain a Loan or leverage for certain Transactions.
3. “Collateral Account” shall have the meaning as defined under Section 6.5 (c)(i)
4. “Collateral Balance” shall mean the value of your Collateral in the Collateral Account, determined by the price of a specific Collateral multiplied by the Index Price of that Collateral at current time, for the purpose of calculating the Loan-to Value.
5. “Default” shall mean the Situation provided under Section 6.7 (a) of this Lending Product Terms.
6. “Lender” shall mean a User lends Virtual Asset to another User in accordance with the terms and conditions under this Section 6.
7. “Lending Fund” shall mean the Virtual Asset furnished by a Lender to one or several Borrowers for the purpose of utilizing the Lending Product.
8. “Lending Product(s)” empowers user to borrow one kind of Virtual Assets by using existing Virtual Assets as collateral, including borrowing and lending Virtual Assets with other Users on Phemex Exchange. Please note that Phemex does not act as a Borrower or Lender in this service, but only matches Loans for the coupling parties.
9. “Lending Product Terms” shall mean Section 6 of these Phemex Ancillary Product Terms, as an Individual Product Terms applying to Phemex Lending Products;
10. “Liquidation” shall mean selling or disposing of a Borrower’s Collateral by Phemex, and “Liquidate” shall be construed accordingly;
11. “Loan” shall mean the Virtual Assets borrowed by Borrower from Lender via Phemex Lending Products;
12. “Loan-to-Value Ratio” shall mean the ratio of the Loan Balance divided by the value of the Collateral Balance
13. “Loan Balance” shall mean the sum of outstanding Loan and outstanding interest;
14. “Margin Call” shall mean a written notice issued by the Phemex to a Borrower, requiring the Borrower to increase the Collateral held against a loan.

6.2 Scope

1. These Lending Product Terms apply to your access to and use of the Lending Product on Phemex Exhange.
2. These Lending Product Terms form part of, and shall be read together with, the Phemex Terms of Use Part 1.

6.3 Eligibility

Before subscribing the Lending Products, you must

1. register and open an Account;
2. complete the KYC and AML requirement provided under the Phemex Terms of Use and other compliance requirement as notified by Phemex from time to time;

6.4 Lending Products

a. You represent and warrant on a continuous basis that:

1. 1. 1. you have the requisite authorization and civil capacity to utilize the Lending Products;
    2. these Lending Product Terms constitute legal, valid, and binding obligations enforceable against you in accordance with their respective terms; and
    3. the engagement with the Lending Products and the provision of such services to you do not violate any laws or regulations applicable to you. You covenant to promptly notify Phemex of any change in legislation or circumstance that might render this representation and warranty inaccurate or questionable.
    4. You further agree to indemnify the Lender upon demand for any and all Losses, liabilities, and costs incurred as a result of any breach of this representation and warranty or your failure to notify Phemex of relevant changes in accordance with this clause.

b. By borrowing Virtual Assets pursuant to this Lending Product Terms, you, as the Borrower, agree to publish your profile on the Phemex Exchange for a potential Lender to review and lend Virtual Assets to you. You consent to and acknowledge the right of Phemex to enforce this Lending Product Terms on behalf of the Lender against you.

c. By lending Virtual Assets pursuant to this Lending Product Terms, you, as the Lender, agree to publish your profile on the Phemex Exchange for a potential Borrower to review and to borrow Virtual Assets from you. You consent to and acknowledge the right of Phemex to enforce this Lending Product Terms on behalf of you. As the Lender, you agree to supply a certain amount of Virtual Assets for lending through Phemex and authorize Phemex to list these Virtual Assets for application by Borrowers and to recommend to you screened Borrower information.

d. Interest shall accrue with respect to any loan on an hourly basis at the start of each hour (e.g., 1:00 PM, 3:00 PM UTC, etc.) Time periods of less than one hour shall be counted as one hour. Interest with respect to any loan shall be calculated hourly as follows: interest = outstanding principal × hourly interest rate. The corresponding interest rate can be confirmed when placing a loan order. Phemex reserves the right to modify the rates of fees, commissions, and charges, or impose other fees, commissions, and charges at its sole discretion. You may check the interest rates for choosen Virtual Assets at https://phemex.com/web3/lending.

e. Phemex reserve the right to suspend or discontinue the provision of the Lending Products in respect of any Virtual Asset and/or to Users situated in any jurisdiction, either in whole or in part, at any time and for any reason at our sole discretion. In such circumstances, Phemex may, without incurring any liability to you, reduce, cancel, or otherwise modify any Loan. Should such action be taken, notice will be provided to you except in exigent circumstances where Phemex may be compelled to suspend or discontinue the Lending Products in order to comply with legal requirements, regulatory or Government Agency directives, or internal policies, in which case such suspension or discontinuance may be immediate.

6.5 Borrower Account

a. Requirements for Borrower

1. 1. You shall bear sole responsibility for all risks associated with the use of the Lending Products. Phemex and the Lender expressly disclaim any liability for Losses or damages that may arise from your access to and use of the Lending Products.
  2. You are obligated to deposit and maintain eligible Collateral in the Collateral Account in such form and amounts, and at such times as Phemex may, in its sole and absolute discretion, require on behalf of the Lender. You shall aware and agree that this requirement may exceed the Collateral Requirements (as defined below) imposed by any Government Agency or self-regulatory organization in any jurisdiction (including any exchange) which you and/or Phemex is required to maintain.
  3. Phemex shall determine the list of eligible Virtual Assets as Collateral, and certain Virtual Assets may be deemed acceptable as Collateral only at a discounted value. Phemex may, but is not obliged to, inform you of any amendments to the list of eligible Collateral or to the discounts applicable to the valuation thereof before such changes come into effect.
  4. The valuation of any Collateral shall be determined by Phemex in our sole and absolute discretion.
  5. Phemex may establish and amend Collateral Requirements for the Lending Products, which means the Borrower must fulfill the requirements necessary to activate or keep activating the Lending Products, including pledging Virtual Assets recognized by Phemex as Collateral. The Collateral amount must meet the Loan-to-Value (LTV) Ratio, corresponding to the value of the Virtual Assets the Borrower intends to borrow under the Lending Product (the “Collateral Requirements”). Phemex may, at our sole and absolute discretion, vary the Collateral Requirements at any time and by any amount, with or without notice to you, and may stipulate that such requirements apply to both existing and new Loans. You acknowledge that in certain market conditions, Phemex may effect an immediate change in Collateral Requirements and/or demand additional Collateral to be deposited promptly within a specified timeframe, which may be less than 24 hours. You understand and accept reasonableness of such Collateral Requirement and the LTV ratios.
  6. Should Phemex determine that additional Collateral is necessary, you are required to provide such additional Collateral forthwith upon the Phemex’s demand. Notwithstanding any such demand, Phemex may at any time exercise its rights under Section 6.7 (Default and Termination) of this Lending Product Terms.
  7. You acknowledge that Collateral may be retained and utilized by Phemex to secure the performance of your obligations under these Lending Product Terms and the Phemex Terms of Use. All Collateral shall be held by Phemex as a continuing security interest and shall be subject to Phemex’s general right of set-off for any and all obligations, liabilities, monies, or amounts whatsoever at any time now or hereinafter owing, due, incurred or payable by you to the Lender under this Lending Product Terms of Use, the Phemex Terms of Use, or other terms under the Agreement.
  8. At the Phemex's request, you shall, at your own expense, perform all necessary deeds, acts, and things required by Phemex to perfect Lender’s rights to the Collateral provided by you under this Lending Product Terms.

Subject to the Phemex Terms of Use, Phemex may, in its sole discretion, allow you to open sub-Accounts for the purposes of utilizing the Lending Products.

b. Loans and Repayment

1. 1. When applying for a Loan, you shall specify the Virtual Asset you wish to borrow and the Virtual Asset you wish to provide as Collateral for the Loan.
  2. Provided that you satisfy all the eligibility criteria as determined by Phemex and you have sufficient eligible Collateral available in your Account, you may list your profile on Phemex Exchange to apply for a Loan. If a Lender agrees to grant you a Loan, the loaned assets will be transferred to your Account.
  3. Phemex may attach conditions to the use of any particular loanable Virtual Asset or eligible Collateral, including but not limited to specifying a minimum and maximum amount that a particular Virtual Asset may be loaned.
  4. The loans provided under this Product are variable floating rate loans with no fixed term. You may repay a loan in whole or in part at any time.
  5. Phemex shall be entitled to, on behalf of the Lender, liquidate any or all of the Collateral to satisfy the LTV ratio. If your LTV ratio has reached below the liquidation value outlined by Phemex, your collateral will immediately be subject to Liquidation (whether it is caused by the accumulation of interest on the loan or the decline in the value of the collateral), and you will be liable to pay the Liquidation Fee (see below) in addition to any additional fees and costs associated with the liquidation. Depending on the circumstance, the Liquidation may take two forms:
    - Partial Liquidation: Partial Liquidation occurs when part of the Collateral is sold or disposed to restore your LTV above the LTV ratio. Your Loan will not be withdrawn or suspended subject to a Partial Liquidation.
    - Complete Liquidation: When the remaining Collateral is insufficient to repay the corresponding principal and interest of the Loan, all your collateral will be Liquidated. In this case, you existing Loan under other Collateral will still be effective, however, you will not be able to borrow from any other fund pool within the next three (3) months.
    - Phemex will charge a Liquidation Fee regardless of whether the Liquidation is partial or complete.
  6. All repayments shall be allocated first to Phemex’s service fees (if any), then to interest and last to the principal amount of the loan.
  7. Please note that in the event of Margin Call, Phemex will send you a written warning. If you fail to add collateral or repay part of the loan in time, Partial or Complete Liquidation will occur.
  8. In case of Complete Liquidation and your Collateral are insufficient to cover your Loan pricinpal and interests, if you cannot repay the outstanding balance in time within 30 days upon receiving the notice (interest will continue to be calculated, during this period), you will only be subject to the same three-month restriction as a Complete Liquidation; however, if you fail to repay the outstanding loan and interest within the 30-day-period, your eligibility as a Borrower will be permanently prohibited.

c. Collateral

1. 1. Upon initiating a Loan, the corresponding amount of eligible Collateral will be automatically moved from your Account to a dedicated collateral account (the "Collateral Account"). You are required to maintain a collateral balance that is adequate to meet any Collateral Requirements that Phemex may stipulate from time to time.
  2. Should the LTV ratio for a Loan at any point not satisfy the Collateral Requirements set by Phemex, you are obliged to deposit additional eligible Collateral into the Collateral Account, irrespective of whether Phemex has issued a Margin Call to fulfill these requirements.
  3. We may provide a feature on the Phemex Exchange that allows for an "auto top-up" function, which will automatically transfer eligible Virtual Assets from your Account to the Collateral Account if the LTV for a Loan drops below the Margin Call LTV. By enabling this function, you understand and agree that it does not compel Phemex to make a Margin Call, and it does not ensure that the transfer of Collateral will occur in time, or be enough to prevent Liquidation.
  4. You acknowledge and agree Phemex is authorized and entitled (but not required) to Liquidate your Collateral at our sole discretion, regardless of whether a Margin Call has been issued. Phemex is not obligated to notify you prior to initiating Liquidation.
  5. You grant Phemex the authority and discretion to sell or dispose of any or all Collateral as Phemex sees fit in its sole discretion.
  6. In the event of any Liquidation, you will incur a fee for Liquidation, which is a percentage of the value of the assets liquidated (the "Liquidation Fee"), as set by Phemex in our sole discretion. The Liquidation Fee Rate is currently 2% of part or all of the Collateral to be liquidated，depending on whether the Liquidation is partial or complete; For clarity, an amout equal to 102% of the Liquidated collateral will be deducted from your total Collateral. Phemex reserves the right to modify this rate and the method of calculation at any time in our sole discretion.
  7. You further acknowledge and agree that i) you are responsible for all fees and costs associated with the Liquidation, ii) you are liable for any Loss incurred during the Liquidation, and iii) Phemex will not be liable for any Loss you suffer as a result of the Liquidation should Phemex exercise any or all of its rights under these Lending Product Terms and/or the Lender’s authorization.
  8. Phemex's failure to exercise any or all of our rights under this Lending Product Terms shall not be deemed a waiver of our rights to do so at a later time, nor shall Phemex be liable to you for any actions taken or not taken.
  9. It is your responsibility to monitor the Collateral Requirements for your Loans. Both your Collateral Balance and Loan Balance will be marked-to-market every minute, or at such other intervals as Phemex may decide in our sole and absolute discretion.
  10. Phemex may (but is not required to) issue Margin Calls to you regarding any of your Loans, whether verbally, in writing, or in any other manner deemed appropriate by Phemex. Furthermore, you agree that Phemex may contact you via email or other contacting method you have provided to us for the purpose of Margin Calls.
  11. If the proceeds from Liquidation are not enough to cover your Loan Balance, you are responsible for the deficit, and the amount is immediately due and payable to the Lender and/or Phemex.
  12. You understand and agree that, as Virtual Asset markets operate 24/7, Margin Calls and Liquidations can happen at any time, including outside normal business hours. You also acknowledge the volatile nature of Virtual Asset prices, which can rapidly decrease in value.

6.6 Lender Account Product

a. Products Requirements for Lender

1. 1. As the Lender, you confirm that you have understood and accepted that in the event of a Borrower's Default, Phemex will take appropriate measures to protect your benefits in accordance with the provisions of this Section 6. Moreover, you agree that Phemex has the right to review the qualifications of Borrower(s) according to our own risk management and compliance requirements and to recommend your Lending Funds only to those Borrowers who meet its criteria.

1. 1. You acknowledge that once your Lending Funds are accepted by one or more borrowers, a lending relationship is established between you and the Borrower(s), and you will provide the funds to the borrower(s) in accordance with this Section 6, accepting that Phemex may exercise the rights and obligations on your behalf when necessary.
  2. You further confirm that you understand and agree that the Lending Funds you provide will be disbursed to the Borrower(s) under this Section 6, including but not limited to interest rates, loan duration, and repayment methods. You acknowledge that you have fully understood and accepted the risks associated with your Lending Funds, including but not limited to the risk of borrower’s Default.

b. Declaration and Disclaimer

1. 1. You hereby represent and warrant that all activities in relation to Lending Products conducted on Phemex Exchange shall be with Lending Funds of lawful origin. You shall ensure the legality of your Lending Funds, including, but not limited to, the sources and the process of appreciation being in compliance with Applicable Laws.

1. 1. You acknowledge and agree that Phemex reserves the right to request proof of the lawful origin of Lending Funds and may suspend or terminate your access rights in the event that you fail to provide satisfactory evidence thereof, until such time as reasonable proof is furnished.
  2. You acknowledge that in the event the illegality of the Lending Funds causes Loss to Phemex or any third party, you shall indemnify and hold harmless against all such Loss and bear the corresponding legal liabilities.
  3. You fully understand and agree that all activities in relation to Lending Products made through Phemex carry inherent risks, and Phemex makes no warranties or representations of any kind as to the interests or returns on such activities.
  4. Past Lending Products performance displayed on Phemex Exchange is not indicative of future results. The interests of Lending Products may fluctuate, and you shall bear the risk of any lending Loss.
  5. You acknowledge that any Lending Product information provided by Phemex is for reference only and does not constitute investment advice. You shall make lending decisions based on your own judgment and shall assume full responsibility for such decisions.
  6. Phemex provides only technical services such as the display of Lending Products information and the facilitation of Lending Product transactions, and shall not be liable for any activities in relation to Lening Product conducted by you through Phemex.
  7. You understand and agree that Phemex does not participate in the making of decisions in relation to Lending Products and shall not bear any liability for the outcomes of such activities. You shall independently assess the authenticity, legality, and appropriateness of the relevant activities and bear all risks associated with such activities.

Phemex shall not be liable for any Loss resulting from technical failures, network issues, defects in third-party services, or other factors beyond the control of Phemex.

6.7 Default and Termination

a. A Default shall be deemed to occur in the event that:

1. 1. The Collateral Balance falls below the Collateral Requirements as outlined by Phemex.
  2. Any representation, warranty, or undertaking made by you to Phemex becomes untrue, inaccurate, incomplete, or misleading, where you fail to inform Phemex as soon as reasonably possible.
  3. You fail to comply with any provision of this Lending Product Terms or perform any of your obligations under this Lending Product Terms.
  4. You have been found to be in breach or are being investigated by relevant authorities for being in breach of any Applicable Law.
  5. You fail to promptly provide Phemex with verification of your identity or the identity of any person entrusted by you to act on your behalf.

b. If a Default occurs, Phemex may immediately take any or all of the following actions:

1. 1. Suspend (indefinitely or otherwise), cancel, or terminate any Phemex Account, or prohibit you from using Lending Products.
  2. Liquidate or close any outstanding Transaction. Phemex may determine the value of such position as soon as possible from the date of the closure in our sole and absolute discretion.
  3. Modify the applicable Collateral Requirements or sell the Collateral and use the proceeds to meet your obligations.

7.PHEMEX EARN

7.1 Definition

1. 1. “Earn Assets” means the Virtual Assets used by you to subscribe for a Earn Product.
  2. “Earn Product” means the Phemex Ancillary Product to pay you Rewards in return for you providing Phemex with your Earn Assets, in accordance with these Earn Products Terms, which include Phemex Savings, Phmex Launchpool and any other Earn Products that may be updated by us from time to time.
  3. “Phemex Earn Terms” shall mean Section 7 of these Phemex Ancillary Product Terms, as an Individual Product Terms applying to Phemex Earn. Products;
  4. “Rewards” means the Virtual Assets that will be earned by and distributed to you, as consideration for providing your Earn Assets to Phemex.
  5. “Rewards Rate” means the rate at which Rewards are earned by your subscribing the Earn products.
  6. “Redeem” means ending your subscription of an Earn Product in respect of all or part of your Earn Assets, by requesting the return of such Earn Assets in accordance with these Phermex Earn Terms and the terms of the relevant Earn Product, and “Redemption” shall be construed accordingly.

7.2 Scope

1. 1. These Phemex Earn Terms apply to your access and use of Earn Products, including Phemex Savings and Phemex Launchpool available through the Phemex Exchange.
  2. These Phemex Earn Terms form part of, and shall be read together with, the Phemex Terms of Use Part 1.

7.3 Eligibility

Before subscribing the Phemex Earn Products, you must

1. 1. register and open an Account;
  2. complete the KYC requirement provided under the Phemex Terms of Use and other compliance requirement as notified by Phemex from time to time;

7.4 Disclosure and Consent

1. 1. By subscribing to an Earn Products you may earn Rewards, in exchange for providing Phemex with your Earn Assets. Rewards are not guaranteed or fixed, and the rates and timing of Rewards may vary.
  2. Your Earn Assets used to subscribe for Earn Products will not be segregated from the Virtual Assets of other Users, and may be commingled in hot wallets and cold wallets with Virtual Assets belonging to Phemex and other Phemex Affiliates. Upon redemption, Phemex will return to you the same value of your Earn Asset, which may not be the specific same Virtual Asset you subscribe to the Earn Product.
  3. Your Earn Assets may, at Phemex’s sole discretion and without prior notice, be used for operating purposes by Phemex including, but not limited to, loans to other Users of Phemex and Phemex Affiliates. In addition, Earn Assets may also be used by Phemex in on-chain staking activities in a tightly controlled manner.
  4. Your Earn Assets can be Redeemed in accordance with the terms of the Earn Product that you have subscribed to and Phemex will return your Redeemed Earn Assets in full, in the same quantity and type of Virtual Asset with which you subscribed. However, the use of Earn Assets for operating purposes (including for loans and for on-chain staking activities) may be subject to various risks. In exceptional circumstances these risks could negatively impact the ability of Phemex to return your Earn Assets in full or at all.
  5. Although Phemex takes all reasonable precautions to minimise the risks described in the Risk Disclosure and Disclaimer and to safeguard the return of your Earn Assets in accordance with these Phemex Earn Terms, in extreme and exceptional circumstances Phemex may not have sufficient Virtual Assets readily available to return your Earn Assets in a timely manner. This could result in your losing some or all of your Earn Assets. These exceptional circumstances could arise, for example, following a catastrophic hack or technical failure, a significant number of borrowers to whom loans have been made defaulting at the same time, depletion of the margin insurance fund, systemic risk or other black swan events that affect the Virtual Assets market as a whole.
  6. Phemex does not makes any representation or warranty that Earn Products are appropriate (i) for any user or in any location, or (ii) that the transactions and services described in these Phemex Earn Terms are (or will continue to be) available or appropriate for any user or in any location. You are strongly encouraged to carefully review these Phemex Earn Terms and seek independent professional advice as to whether Earn Products are appropriate for you having regard to your personal circumstances and objectives, financial position and risk tolerance.

7.5 Phemex Savings

You may subcribe your Earn Asset to Flexible Savings and Fixed Savings.

1. 1. Earn Assets that are subscribed to Flexible Savings can be Redeemed at any time.
  2. Earn Assets that are subscribed to Fixed Savings cannot be Redeemed until the end of the relevant term.
    1. On the day of subscription, Phemex Savings will deduct the Earn Asset for subscription from your Account.
    2. On the last day of your subscription, Phemex Savings will distribute the Earn Asset plus corresponding Reward to your Account. At this point, you will begin accruing flexible interest. Alternatively, if you have the auto-renewal button enabled, your funds will automatically be subscribed into the next fixed period for compounded earnings.
    3. Early Redemptions on Fixed Savings will not be eligible to receive the Reward. After successful Redemption, Earn Asset will automatically be put into Flexible Savings and start earning flexible Reward.
    4. Fixed Savings service that supports early Redemption will allow for it from the day after purchase up to two days before maturity. For subscriptions made before 12:00 UTC, early Redemption can occur after 12:00 UTC on the following day. Subscriptions made later than 12:00 UTC can be Redeemed after 12:00 UTC on the day after next. You can only perform early Redemption up to 2 days ahead of maturity prior to 12:00 UTC. Please note that in the event of early Redemption, you will not receive any of the associated interest income.

7.6 Phemex Launchpool

a. Phemex Launchpool is a form of Phemex Earn Product that enable you to stake specific Virtual Asset in a rewards pool (“Launchpool”) to return on your holdings. By staking on a particular type of Virtual Asset, you participate in the mining of that Virtual Asset in the Lauchpool and deposit your Earn Asset in the Launchpool. Any newly minded Virtual Assets will be deemed as Reward for all participants, which is paid hourly and can be redeemed anytime:

1. 1. 1. you will receive Rewards from participating in Phemex Launchpool in accordance with any applicable Launchpool terms and conditions which are published online from time to time; and
    2. you will be deemed to have agreed to any applicable Launchpool terms and conditions which are published online from time to time.
  2. Every hour, Phemex takes the Earn Assets of Launchpool project’s participants as valid deposit assets, and calculates rewards on this basis.
  3. Each Launchpool’s annual percentage yield and total pool balance will be updated every hour.
  4. You will only receive rewards of ≥ 0.00000001 of Virtual Asset in the Launchpool you stake, please note that the rewards you earn may be delayed to your Account.
  5. When all Virtual Assets in the pool have been mined, assets of all participants will automatically return to their Account. However, unclaimed rewards must be manually claimed on the Launchpool page.

7.7 Changes to Rewards Rate

a. The Rewards Rate for Flexible Savings and Fixed Savings may fluctuate from time to time, including during a Fixed Saving term. Phemex does not in any way represent or guarantee that the Rewards Rate applicable at the time you subscribe for an Earn Product or anytime thereafter will remain constant, whether during a Fixed Saving term or otherwise.

b. You hereby acknowledge and agree that any representation, whether express or implied, regarding the Rewards associated with an Phemex Earn Product, applicable or otherwise shown at (or after) the time of subscribing

1. 1. 1. is an estimate based on observations of available on-chain Reward Rates, general market rates, as well as special rates during promotion periods and is subject to significant risks and uncertainties;
    2. is not guaranteed in any way by Phemex or indicative of future performance or rewards;
    3. may change from time to time in our sole discretion; and
    4. is not in any way a form of advice, solicitation or offering for Earn Products and should not be interpreted as such.

c. Changes to the Rewards Rate will be published on Phemex Exchange from time to time. YOU MUST REFER TO THE WEBSITE REGULARLY. PHEMEX WILL NOT HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES ARISING FROM, OR CONNECTED WITH, CHANGES TO THE EARN REWARDS RATE, WHETHER OR NOT YOU WERE AWARE OF THOSE CHANGES.

7.8 Reporting and Valuation

You can access reports on your Earn Assets and Rewards on the Website at any time. You will be able to see and download reports showing the amount and value of your Earn Assets, as well as any subscriptions, Redemptions and distributions of Rewards. The valuation of your Earn Assets displayed on the Website is based on the current spot price on the Phemex Exchange.

8. PHEMEX P2P

8.1 Definition

1. “Buyer” shall mean a User who buys Virtual Asset from a Seller via Phemex P2P in accordance with the terms and conditions under this Section 7.
2. “Seller” shall mean a User who sells Virtual Asset to a Buyer via Phemex P2P in accordance in accordance with the terms and conditions under this Section 7.
3. “Phemex P2P” shall mean the trading board on Phemex Exchange where a Buyer can buy Virtual Assets with local Fiat Currency or sell Virtual Assets for local Fiat Currency by publishing the Transaction information and following the Transaction rules.
4. “Phemex P2P Terms” shall mean Section 7 of these Phemex Ancillary Product Terms, as an Individual Product Terms applying to Phemex P2P products;
5. “Advertisement” shall mean a Transaction terms which a User post on Phemex P2P exhibiting the price that User would like to trade the Virtual Asset.
6. “Publisher” shall mean the Seller who posts an Advertisement on the Phemex P2P platform to buy or sell Virtual Asset.
7. “Release” shall mean the transfer of Virtual Asset to be traded from the escrow Account from Phemex to Buyer’s account after Seller has confirmed the payment made by Buyer.
8. “Fixed Price Advertisement” shall mean an Advertisement which the Seller set a fixed price that and does not fluctuate with the market price.
9. “Total Transaction Quantity” shall mean the total amount of Virtual Asset in a single Advertisement.
10. “Order Limit” shall mean the minimum and maximum amount of Fiat Currency or Virtual Asset in a single Order.
11. “Order” means the buying instruction or the selling instruction that a User sends to the Publisher through Phemex while such User is reviewing the published Advertisement.

8.2 Scope

1. These Phemex P2P Terms apply to your access to and use of the Phemex P2P products on Phemex Exhange.
2. These Phemex P2P Terms form part of, and shall be read together with, the Phemex Terms of Use Part

8.3 Eligibility

Before subscribing the Lending Products, you must

1. register and open an Account;
2. be bound of 2fa through the Google App “Authenticator” or other silimar Apps;
3. complete the KYC and AML requirement provided under the Phemex Terms of Use and other compliance requirement as notified by Phemex from time to time;

8.4 Transaction Rules

a. Order Creation

1. 1. 1. When you browse an Advertisement published on Phemex P2P and is willing to trade with the Publisher at the sale price and under the proposed terms the Publisher, you may issue an Order to the Publisher through Phemex P2P.
    2. When creating an order, users will be permitted see Transaction terms about the counterparty (Seller or Buyer) and fill in the selected Fiat Currency amount they want to pay or the selected Virtual Assets they want to sell. Phemex will help calculate the corresponding Virtual Assets amount or corresponding Fiat Currency amount which such user will obtain for this Order. Please note that the amount of Virtual Currency required in a single order cannot exceed the Total Transaction Quantity; or the amount of Fiat Currency required cannot exceed the Order Limit.
    3. Please note that after you place an Order, if the quantity of Virtual Assets /amount of Fiat Currency to be traded under such Order is within the supply range set in the corresponding Advertisement, the Order will be automatically confirmed.
    4. Pricing for established Orders between the Seller and the Buyer are deemed as final and non-negotiable.

b. Order Taking

The Seller should

1. 1. provide a payment account recognized by Phemex to receive the Fiat Currency from Buyer;
  2. use an Account owner name consistent with the registered name on Phemex. (The name shall be identical with the KYC Verified name on Phemex.)
  3. When taking the corresponding Order, please make sure that there is enough corresponding Virtual Assets in your Account for the platform to take custody into escrow Account.
  4. after receiving Buyer’s payment, give the Instruction to Phemex by clicking the “Release” button to Release the Virtual Asset within the time specified in the order;
  5. complete the order (release the crypto to the Buyer) within 15, 30 or 60 minutes (which will be showed in the Adversiment) after confirming receipt of the Buyer’s full payment.
  6. NOT cancel order without the consent by the Buyer;

c. Payment

The Buyer shall

1. 1. choose a payment method supported by the Seller and transfer the amount as shown in the Order within the time specified by the Seller. Make sure to tap on/click the “Transferred, notify seller” button after making the payment.
  2. complete the payment within the payment time specified in the Order, and then click “Confirm” on the confirmation window that will pop up
  3. use the payment method with the account owner name that is consistent with your registered name on Phemex, and any Phemex may penalize the accounts of non-real name Buyers based on the specific Trsanction;
  4. choose and real-time payment method, unless you have obtained the Seller’s consent in advance. he payment amount and payment method should be consistent with the seller’s requirements;
  5. make sure no sensitive words or expressions related to Virtual Assets are used in the remarks field/section, including but not limited to words such as “BTC,” “USDT,” “Virtual Assets,” and “Phemex” when payment is made in Fiat Currency to the Seller;
  6. bear additional expenses incurred in the process of payment, if any.

d. Express Transaction

1. 1. As a Buyer, you may also issue an order under the “Express” platform by offering the amount of Fiat Currency you intend to pay, and the type and quantity of the Virtual Assets you intend to receive. Phemex will automatically match a Seller with the term of Advertisement that matches your Order.
  2. As a Seller, you may also issue an order under the “Express” platform by offering the amount of Virtual Assets intend to provide, and the type and quantity of the Fiat Currency you intend to receive. Phemex will automatically match a Buyer with the term of Advertisement that matches your Order.

e. Transaction Cost

The additional transaction costs involved in Fiat Currency transfers shall be brone by the trading parties, such as transaction fees required by the payment service provider. Thus, the sending amount should be inclusive of the transaction costs. (E.g. If the order amount is 10,000 USD in total, and an additional 5 USD is charged by the payment service provider, the Buyer should pay 10,005 USD instead of 10,000 USD.) Including but not only limited to RUB, BRL, COP transactions. Unless either party has explicitly agreed to pay for the additional Transaction costs before the establishment of Trsansaction, the Seller should always receive the full amount, and the Buyer is always responsible for Fiat Currency transaction fees required by the payment service provider; However, in case of the extra costs charged by the payment service provider, the Seller has to provide proof of transaction by service providers to clearly show the amount deducted.

8.5 AML Compliance

1. You shall strictly abide by the relevant AML regulations and requirements. You shall also strictly perform relevant obligations accordingly.
2. No party in a P2P Trsanction shall involve any illegal funds or illegal Virtual Assets, and the party who offering illegal funds or illegal Virtual Assets shall cooperate with the counter-party to handle the matter properly. And if such P2P transaction caused damages to Phemex, the party who offering illegal funds or illegal Virtual Assets shall be responsible for compensation.
3. You shall strictly follow the management needs of Phemex and requirements for your identity and account real-name authentication to ensure that the relevant accounts displayed on the platform for the P2P Transacitons are legally registered and used by yourself.
4. When triggering the risk control warning on Phemex Exchange, you shall actively cooperate with our further AML verification work, and actively assist in providing relevant risk control evidence materials in the sole discretion of Phemex.

8.6 Irregular Actions

a. Except the reasons and conditions stated in “What Are the Reasons You Can Get Suspended on Phemex” and “How is Risk Control System of Phemex Working,” Phemex shall be entitled to restrict, suspend, or terminate your Account or access to services in our sole and absolute discretion, immediately and without notice and for a period, if:

1. 1. We reasonably suspect that you have violated or may be acting in violation of these Rules (can be find in https://phemex.com/help-center/p2p);
  2. We detect that you are using multi-accounts to trade on P2P;
  3. The specific Irregular Actions determined by Phemex and updated from time to time can be found at: https://phemex.com/help-center/phemex-p2p-service-terms-of-use

b. It is revealed that in the process of interacting with other Users, the offender used obscene language against the counter-party, insulted, extorted, harassed, threaten, or otherwise violated or tried to violate legal rights (such as, among other things, the rights to privacy, publicity, etc. intellectual property) of other Users, as well as the collection of private information that is subsequently being distributed to any other parties.

c. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Account or wallet, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that Phemex is under no obligation to disclose the details of its risk management and security procedures to you.

8.7 Risk Warning and Disclaimer

1. You, no matter as Buyer or Seller, fully understand the risks associated with P2P transactions, including but not limited to the risk of fluctuations in the value of Vigital Assets, the credibility risks concerning the counter-parties under P2P transactions, and the compliance risks of Fiat Currency transactions in the User’s Country of Residence.
2. It is important to note that the counterparty of such transaction is another Phemex User, and depending on Users’ Country of Residence, Phemex has its sole and absolute discretion to decision whether this service is available to specific user or not.
3. You should never engage in any form of Transaction that is facilitated by a third-party channel, such as social media, chat messaging apps, or face-to-face trading. Phemex shall not and cannot be responsible for any Loss of to assets through transactions that are performed or initiated outside of Phemex Exchange.
4. Phemex sets the rules for the transaction between Seller and Buyer of the P2P Service, solely to support the User experience on Phemex Exhange. In any time/condition, Phemex shall not be deemed as any party of any P2P Transactions. Any disputes between Users engaging in P2P Transactions have nothing to do with the Platform. It is not obliged to assume any financial or non-financial obligations or responsibilities to any party (including but not limited to indemnities).
5. You shall should not reveal any personal information (i.e., social networks, messenger accounts) neither in the Trsansaction terms nor in auto-replies.
6. You shall not include “Phemex,” names of local banks and payment systems, or any of the sensitive words in their nicknames.
7. Your use of the Phemex P2P and all information and other content (including that of third parties) included in or accessible from the Phemex P2P is at your own risk. All payments are final upon completion unless otherwise required by Applicable Law.

9.Credit/Debit Card Payment

9.1 Definition

1. “Purchase” shall mean the whole process that you buy the supported Virtual Assets on Phemex and we transfer it in your Spot Wallet Address on Phemex;
2. “Sell” shall mean the whole process tha you sell supported Virtual Assets on Phemex, and we trafer it out from your Spot Wallet Address on Phemex.

9.2 Scope

1. These Phemex Credit/Debit Cary Payment Terms apply to your Purchase/Sell supported Virtual Assets on Phemex and use of the Phemex Credit/Debit Card Payment Service on Phemex Exhange.
2. These Credit/Debit Payment Terms form part of, and shall be read together with, the Phemex Terms of Use Part 1.

9.3 ELIGIBILITY

By using the Credit/Debit Card Payment Service, you must:

1. be at least 18 years old or have full capacity for civil conduct according to the laws of your Country of Residence;
2. accept all the terms and conditions contained in this document and the Terms of Use; and
3. be in full compliance with all applicable laws of your jurisdiction.

9.4 Representations and Warranties

You agree, warrant, and represent that:

1. you have the legal authority and capacity to utilize the Credit/Debit Card Payment Service; you will use the Site and such Service in accordance with the Terms of Use; and you will fulfill your commitments in full.
2. your usage of the Credit/Debit Card Payment Service will comply with all laws applicable to you based on your jurisdiction and you will not use such Service for any criminal or unlawful purposes
3. you will only use the Credit/Debit Card Payment Service for your own and not on behalf of any third parties.
4. that any Fiat and/or Virtual Assets you use with the Credit/Debit Card Payment Service is yours and derived from legal sources.
5. that you will verify all transaction information prior to submitting an order to us and that we are not responsible for ensuring that the information you provided to us is accurate and/or complete.

9.5 Anti-Money Laundering and Counter-Terrorism Financing regulations (“AML and CTF regulations”)

1. As part of the global initiative to combat financial crimes, in particular Money Laundering (“ML”) and Terrorism Financing (“TF”), we have regulatory obligations that include implementing Customer Due Diligence (CDD) measures.
2. This means we are legally obliged to know who our clients are, and we fulfill this requirement by requesting information from you, including personal information, to authenticate and verify your identity.
3. Such information may include your full name, home address, phone number, email address, date of birth, country of residence, nationality, government-issued identification, tax identification number, bank account information, a liveness video or photograph, the purpose of the transaction and the source of your funds (“Customer Due Diligence Documents”).
4. The nature and extent of the information we request may differ based on our risk assessment policy and risk control system. In some instances, we may contact you to obtain additional Customer Due Diligence Documents, and we will not be able to process your order until the information requested is provided in a timely manner and to our satisfaction.
5. You confirm that all information you provide to us is accurate and complete and agree to keep us updated if any information provided changes.
6. You consent to the collection of information and permit us to keep records of such information, which will be stored in accordance with applicable data protection laws. For more details, please read the Privacy Policy.
7. You also authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference, fraud prevention, or financial crime agencies.

9.6 No Liability for Errors

1. You agree and declare that you are solely responsible for any inaccuracy in the instructions you supply to us, such as inaccurate, erroneous, or incomplete wallet address and/or card information.
2. You acknowledge that your financial losses caused by the inaccuracies mentioned above may be irrecoverable and that the relevant losses are irrelevant with the Phemex.

9.7 Safety and Security

1. You agree and represent that we are not liable for damages, losses, or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of reputable and readily available virus screening and prevention software. You should also be aware that websites, SMS, and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us or supported/endorsed by us.
2. You agree to take all reasonable steps to protect your Virtual Assets, wallet, account, computer, software, card information, address and personal data against theft, fraud, hacking or any criminal or illegal activity.
3. You acknowledge that we may at any time and in our sole discretion, refuse any order submitted via the services, impose limits on the transaction amount permitted via the services, or impose any other conditions or restrictions upon your use of the services without prior notice.

9.8 Payment Methods

1. For credit/debits cards transfer you agree and represent that: when you make a Purchase or Sale in connection with your order, you will use: credit card; or debit card belonging only to yourself (not that of a third party) and that the name/owner of such card will match the name on the KYC Documents you provide to us; and you will not make any charge-backs, and/or deny or reverse any payments or deposits that you have made.
2. If you make any inappropriate charge-backs, we reserve the right to place you on a blacklist and to discontinue providing any future services to you. In addition, we shall have the right to deduct the corresponding amount directly from your phemex account and we reserve the right to file a claim for damages against you.
3. For card payments, you acknowledge that we shall not be liable for unauthorized use by any third party of credit/debit cards, irrespective of whether or not the credit/debit cards were reported stolen.

9.9 No Guarantee of Payment Methods

The availability of a particular form of payment is contingent upon a number of circumstances. One of these considerations is the location of the person making the payment, as well as any restrictions imposed by the payment processors and the financial institutions involved.

9.10 Cash Advance Fees for Credit Card Payments

Please note that if you use a credit card to Purchase Virtual Assets, your credit card provider may categorize the transaction as a cash advance. In such circumstances, cash advance fees and higher interest rates (for example, interest accruing as soon as the transaction is executed) may apply. If you want to avoid cash advance fees, we suggest you switch to debit card payments. You acknowledge that you will be responsible for paying any unanticipated expenses that may arise.

9.11 Price

1. The price for the Purchase and Sell of Virtual Assets comprises an exchange rate that we set and our commission fee; additional fees may apply depending on the jurisdiction and transfer method (totally shall be deemed as the “Price”).
2. Please note that the initial price displayed on the Site for the Purchase or Sell of Virtual Assets is merely indicative.
3. The final price is the locked-in price that appears on the Site right before your order is executed (the “Final Price”). By clicking the ‘Order’ button you are executing your order (an “Execution”) and authorizing us to process the transaction at the Final Price.

9.12 Execution

1. Until Execution, any order by you shall be considered as pending and not completed.
2. Upon Execution, the order is final and binding, and we will process the order (subject to the completion of CDD procedures to our satisfaction) in accordance with the instructions we receive from you.
3. Regardless, please note that we reserve the right not to execute any and all transactions.
4. In some cases, we may contact you to obtain additional KYC Documents in an attempt to avoid declining a transaction or order. We are unable to guarantee the Final Price if you do not respond immediately and reserve the right to re-quote a new Final Price in instances where there is undue delay.

9.13 Delivery

After Execution and as soon as reasonably practicable:

1. where you Purchase Virtual Assets, we shall deliver the Virtual Assets to your spot wallet at Phemex. While we will attempt to transfer the Virtual Assets without undue delay, please note that the transfer may take some time to be processed;
2. where you Sell Virtual Assets, we shall deliver the relevant Fiat using the payment details you provided during the placement of your Sell order; and
3. We shall also provide you, on the Site, with a transaction confirmation, detailing the Final Price and other particulars of the transaction.

9.14 Cancellation

1. You acknowledge and agree that any order or transaction once marked as executed or completed cannot be canceled, changed, or reversed.
2. We may, at any time, cancel or deny processing any order, with immediate effect, for any reason, including but not limited to where we are required to do so by law; where we reasonably believe that we need to do so in order to protect our reputation; and where we reasonably suspect the order or transaction involves illegal activity including ML, TF, fraud or any crime (financial or otherwise).

9.15 Unsuccessful Payments

a. You acknowledge and agree that if your payment method is declined, whether due to insufficient funds or deemed unsuccessful for any other reason, we may base on our own and sole discretion to choice one the following solution:

1. 1. cancel the transaction;
  2. fulfill only a portion of the transaction; or
  3. debit alternative payment methods provided by you, in the amount necessary to complete a pending transaction.

b. If any fees are applied on failed payment attempts in the course of executing your Sale order, and such failure is reasonably attributed to an error by you, such fees shall be deducted from either:

1. 1. the amount of Fiat that is transferred to you if the order is subsequently executed; or
  2. the amount of Virtual Assets that is returned to you if the order is declined and the Virtual Assets is returned.

9.16 Refund Policy

Due to the irreversible nature of Virtual Assets transactions, we are unable to provide any refunds on executed or completed orders, including instances:

1. 1. where we have purchased Virtual Assets on your behalf, and in the case of credit/debit card purchases of Virtual Assets regardless of receipt of proof of payment; or
  2. where we have delivered Virtual Assets to your Nominated Wallet Address.

9.17 Refund Rights

1. You are entitled to a refund where an unauthorized or incorrect transaction occurs as a result of our fault, provided you have notified us within 7 days of its occurrence, and you have not acted fraudulently, intentionally, or negligently.
2. You can only request for a refund within 7 days since the payment was made.

If and only if you have not performed any trading activity nor subscribed to any earning program. You are going to be charged 1 EUR for each refund. The Foreign Exchange Rate (“FX” rate) might be different from the days of your purchase and will be based on the day we execute the refund. For example, during your purchase: 1 USDT = 0.93 EUR. During the day, we execute your refund: 1 USDT = 0.95 EUR.

9.18 Termination of the Credit/Debit Card Payment Service

a. We may, at any time, terminate the Credit/Debit Card Payment Service, with immediate effect, for any reason, including but not limited to where:

1. 1. we are required to do so by law, regulation, competent court order, or other competent authority;
  2. we reasonably believe that we need to do so in order to protect our reputation and other users;
  3. we consider you to be in breach of the provisions contained in this Terms of Use, or applicable law or regulation or in conflict with our compliance policies;
  4. we reasonably suspect illegal activity including ML, TF, fraud or any crime (financial or otherwise);
  5. any of our third-party service providers deny providing you the Services;
  6. force majeure events, including operational and technical errors occurs; and
  7. upon our request, you have failed to provide us with information, or the information provided does not meet our requirements.

b. Where termination of the Agreement is for reasons listed in item a), c) or d) above, we reserve the right to:

1. 1. cancel any outstanding or pending Purchase and/or Sell orders; and
  2. as applicable, withhold any Fiat which you have paid to us for the purchase of Virtual Assets, or withhold any Virtual Assets that you have transferred to us for the Sale of Virtual Assets, provided, in each case, that we shall not be required to transfer Fiat or Virtual Assets to you.

PHEMEX THIRD-PARTY SERVICES TERMS

By providing Services to you, Phemex may involve independent contractors and agents (including correspondents) or utilize the services of any Phemex Affiliates or other third party (“Third-Party Service Provider(s)”, and such Services “Third-Party Services”) to make certain functions or information available to you and/or otherwise to effect the Services, on terms we consider appropriate.

1.ACCEPTANCE

1.1 By accepting the Phemex Terms of Use and registering an Account, you acknowledge and agree that we:

1. may engage third-party Service Providers, such as exchanges, brokers and custodians, at our discretion in order to provide the Third-Party Services from time to time;
2. may be unable to provide a Third-Party Service if the services of appropriate third-party service providers are not available on commercially reasonable terms;
3. may change any Third-Party Service Provider at any time with/without notice to you; and
4. are not liable for the acts, omissions or unavailability or any Loss sustained in connection with the use of such Third-Party Service Providers, provided that we exercise reasonable care in their selection.

1.2 You agree that you have read and understood the terms provided by the Third-Party Service Providers on their website, together with any additional documents or terms referred to in those terms. You agree that your use of such Third-Party Services provided may be subject to the terms and conditions imposed by relevant Third- Party Service Providers from time to time.

1.3 You understand that the information provided in Section 2 of this Phemex Third Party Services Terms, as well as the relevant information of Third-Party Services on Phemex Exchange, are for reference to help you understand the functions of such Services only, should there be any discrepancy between this Phemex Third Party Services Terms and the terms provided by the Third-Party Service Providers, the latter shall prevail.

1.4 You represent that you have sufficient knowledge to make your own evaluation of the authenticity, legitimacy and validity of relevant Third-Party Services, and have carefully investigated their feasibility, risk and legality. Whether to engage any Third- Party Service Providers in a certain Transaction is solely at your own discretion and not subject to any influence from Phemex.

2.CATEGORIES OF THIRD-PARTY SERVICES

The Third-Party Service available on Phemex Exchange include, but are not limited to:

2.1 OTC Trading

After completing the registration and identity verification for your Account, you may conduct OTC Trading on Phemex via third-party OTC platforms (each an “OTC Platform”) as designated by us from time to time. OTC Trading refers to spot transactions in which Virtual Assets are exchanged for Fiat Currencies or vice versa. The Thrid Party Service Providers of OTC Trading engaged by Phemex consist of:

Name of the Provider	The Provided Service	Official Website and Terms of Use
Mercuryo	OTC Trading	https://mercuryo.io/ https://mercuryo.io/legal/terms/
Legend Trading		https://legendtrading.com/ https://legendtrading.com/terms
Paybis		https://paybis.com/ https://paybis.com/policies/terms-of-service/
Shift 4		https://www.shift4.com/ https://www.shift4.com/legal
Moonpay		https://www.moonpay.com/ https://www.moonpay.com/legal/terms_of_use_usa
Banxa		https://banxa.com/ https://banxa.com/wp-content/uploads/2024/12/Customer-Terms-and-Conditions-13-December-2024-BANXA.pdf
Coinify		https://www.coinify.com/ https://www.coinify.com/legal
Transak		https://transak.com/ https://transak.com/terms-of-service

2.2 Tax Reporting

After completing the registration and identity verification for your Account, you may conduct crypto tax reporting (if required by a Government Agency) via third-party providers (each a “Tax Reporter”) recognized by us from time to time. After you engage a Tax Reporter, Phemex may be required to generate a history report of your Transactions and you can file such a report to the Tax Reporter you select. Please note, for using this service, you may need to pay the Tax Reporters separately on their website.

Name of the Provider

The Provided Service

Official Website and Terms of Use

CoinTracking

Tax Report

https://cointracking.info/

https://cointracking.info/terms_of_service.php

Koinly

https://koinly.io/

https://koinly.io/legal/terms/

3.RISK DISCLOSURE

If you grant express permission to a Third-Party Service Provider to connect to your Account, either through the third party’s product or through Phemex, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under these Terms. Further, you acknowledge and agree that you will not hold Phemex responsible for, and will indemnify Phemex from, any liability arising from the actions or inactions of this third party in connection with the permissions you grant.
If any such Third-Party Service Provider loses any money, leaks your information, fails or goes out of business, there may not be speciﬁc legal protection that covers you for Losses arising from any funds you may have held with such third party, even when such party is registered with a Government Agency. Depending on the structure and security of the digital wallet, some may be vulnerable to hacks, resulting in the theft of Virtual Assets or loss of User assets. Phemex will not be responsible in the event of Loss caused by or attributed to those third parties.
In addition to the Third-Party Services, the Website and the App may also contain links to third party websites, applications, events or other materials. Such information is provided for your convenience and links or references to third party content do not constitute an endorsement by Phemex of any products or services. Phemex shall have no liability for any Loss incurred as a result of actions taken in reliance on the information contained on the Website, the App or in any third party content.

4.LIMITATION OF LIABILITY

IF YOU HAVE A DISPUTE WITH ANY SUCH THIRD-PARTY SERVICE PROVIDER AND/OR YOUR FINANCIAL INSTITUTION, YOU HEREBY RELEASE PHEMEX, OUR AFFILIATES AND OTHER SERVICE PROVIDERS, AND EACH OF OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SERVICE PROVIDERS, EMPLOYEES AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTION WITH SUCH DISPUTES.

5.ENTIRE TERMS

These Phemex Third Party Services Terms shall be read together and constitute part of the Phemex Terms of Use. Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Phemex Terms of Use.