The following terms and conditions of service (the “Terms”) and the other separate terms of services which may be updated from time to time (including but not limited to, Futures service agreement, Earn service agreement, Staking Terms) constitute an agreement between you and WOOTECH Limited (“WOOTECH Limited,” “we,” or “us”), and apply to your use of WOO X Cryptocurrency Exchange (“WOO X” or the “Exchange”) as a user (“User”, “you” or “your”) to buy, sell, exchange, hold, or otherwise transact in Digital Assets (as defined below), use the WOO X Application Programming Interface (“API”), or use any other services offered through the WOO X website (https://x.woo.trade) (the “Site”) (together, the “Services”). By registering for an WOO X account (“Account”) or using the Services, you agree that you have read, understood, and accepted these Terms as well as our policies disclosed and updated on the Site from time to time, and you acknowledge and agree that you will be bound by such terms and policies.
Our Services are not offered to entities or persons who have their registered office or place of residence in the United States of America or any Restricted Territory as defined in Section 34. As used throughout these Terms, “Digital Assets” means bitcoin, ethereum or any other digital asset, cryptocurrency, virtual currency, or token that are available to transact in using the Exchange and “fiat currency” means any government issued national currency. Woo is the exchange token of the Woo ecosystem and is not offered in the United States or to U.S. persons, or other restricted jurisdictions as disclosed on the Site. Before beginning to use the Exchange or any other products or services offered by WOOTECH Limited, you should ensure you have reviewed the fee schedule. Section 26 of these Terms governs how they may be changed over time. If after reading these Terms in their entirety you are still unsure of anything or you have any questions, please feel free to contact us.
1. APPLICABLE LAWS AND REGULATIONS
Your conduct on the Exchange is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering (“AML”) and counter-terrorist financing (“CTF”) provisions. You agree and understand that by opening an Account and using the Services in any capacity, you shall act in compliance with and be legally bound by these Terms and all applicable laws and regulations (including without limitation those stated in this Section 1, where applicable), and failure to do so may result in the suspension of your ability to use the Services or the closure of your Account. For the avoidance of doubt, continued use of your Account, and the receipt of all trading fee discounts and rebates, is conditioned on your continued compliance at all times with these Terms and all applicable laws and regulations.
(1) If you are registering to use the Services as an individual, you must be legally of age, depending on the jurisdiction of your nationality, and you must not previously be suspended or removed from the Exchange or any other service or product offered by WOOTECH Limited or its affiliate entities, to enter into this Agreement. If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; (ii) you are duly authorized by such legal entity to act on its behalf; and (iii) such organization (and any affiliate entity) must not have been previously suspended or removed from the Services or any other service or product offered by WOOTECH Limited or its affiliate entities, to enter into this Agreement. By accessing or using the Services, you further represent and warrant that you are not a Restricted Person nor are you a resident of a Restricted Territory (each as defined in Section 32) and you will not be using the Services for any illegal activity including, but not limited to, those Restricted Activities listed under Section 19. Notwithstanding the foregoing, Wootech Limited may determine not to make the Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on your location.
(2) UK Financial Promotions: If you are a resident of the United Kingdom, by registering to use the Services, you represent and affirm that you are not responding to any financial promotion and that your use of the Services is not a result of direct or indirect marketing or promotion of WOO X and/or its services in the United Kingdom.
3. REGISTRATION PROCESS; IDENTITY VERIFICATION
When registering your Account, you must provide current, complete, and accurate information for all required elements on the registration page. You are the only person authorized to use your Account and you may not share your Account credentials with any other person. You also agree to provide us, when registering an Account and on an ongoing basis, with any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including without limitation a copy of your government issued photo ID or evidence of residency such as a lease or utility bill. You permit us to keep a record of such information and authorize us to make any inquiries, 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. In certain circumstances, we may require you to submit additional information about yourself, your business, or your transactions, provide records, and complete other verification steps (such process, “Enhanced Due Diligence”). You represent and warrant that any and all information provided to us pursuant to these Terms or otherwise is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Account. We reserve the right to maintain your account registration information after you close your Account for business and regulatory compliance purposes, subject to applicable law and regulation.
4. AML AND CTF COMPLIANCE
Our AML and CTF procedures are guided by all applicable laws and regulations regarding AML and CTF. These standards are designed to prevent the use of the 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.
All Users must apply for a WOO X Account before using WOO X Services. When you register a WOO X Account, you must provide your real name, email address and password, and accept these Terms and other WOO X Platform Rules. WOOTECH Limited may refuse, in its discretion, to open a WOO X Account for you. You agree to provide complete and accurate information when opening a WOO X Account, and agree to timely update any information you provide to WOOTECH Limited to maintain the integrity and accuracy of the information. Each User (including individual user or any User that is a business or legal entity) may maintain only one main account at any given time.
WOOTECH Limited reserves the right to limit the number and use of subaccounts under the main account held by individual users and Institutional Users (legal persons and legal arrangements).
WOOTECH Limited reserves the right to reject the opening of subaccounts out of its sole discretion.
Furthermore, You agree that
(i) If you are an individual user, your WOOX Account (including main and subaccounts) will be used solely by the registered user and not on behalf of any third party, unless you have obtained our prior written consent.
(ii) If you are an Institutional User, your main accounts and any subaccounts under the main account will be used only for your benefit, and only by whom you have authorized to act on your behalf. Such authorization requires that the identity verification information of these persons is provided to and recognized by us through the Institutional Account Verification process, unless you have otherwise obtained our prior written consent. Moreover, you are prohibited from granting direct market access to WOO X to any third party, including via a sub-account, until such third party has completed the identity verification process as required by WOOTECH Limited. For avoidance of doubt, Institutional Users must undergo the Institutional Account Verification process for their authorized account holders to obtain authorization to use WOO X.
(2)User Identity Verification
By registering an Account, you hereby authorize WOOTECH Limited to conduct investigations that we consider necessary, either by ourselves or through third parties, for any fraud or financial crimes and to take necessary actions based on the results of those investigations.
To retrieve your WOO X account when you’ve lost registration email and / or password, you agree to provide personal data to WOOTECH Limited as part of our security check, including but not limited to, your legal name, username, UID, date of registration, details of you balances under your WOO X account, and the labels, if any, you assigned to your whitelisted wallet addresses.
(3) Account Security
WOOTECH Limited has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for WOO X Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your WOO X Account and personal information.
You should be solely responsible for keeping safe of your WOO X Account and password, and be responsible for all the transactions under your WOO X Account. WOOTECH Limited assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating a WOO X Account, you hereby agree that you will notify WOOTECH Limited immediately if you are aware of any unauthorized use of your Account and password or any other violation of security rules; you will strictly abide by all mechanisms or procedures of WOO X regarding security, authentication, trading, charging, and withdrawal; and you will take appropriate steps to logout from WOO X at the end of each visit.
You shall turn on the Google Authentication (2FA) function, set up withdrawal password, trading password, anti-phishing code, and activate the address book function to protect your account before you start trading on WOO X. WOOTECH Limited assumes no liability for any loss or damage arising out of any event of security breach or external hacking which is partially or completely caused by your failure to properly set up the aforementioned security measures.
(4) Personal Data
WOO X has the right to collect, process, use or disclose your personal data in accordance with the Terms or applicable laws, including but not limited to Anti-money laundering regulations. Your personal data, including but not limited to, name, nationality, ID number, address, contact information, date of birth and occupation, may be disclosed to or used by the following third parties, for the purpose of provision of Services:
Counterparties of your transactions originating from WOO X;
Our shareholders, partners, investors, directors, supervisors, senior managers and employees of such entities, on a need-to-know basis;
Our joint ventures, alliance partners and business partners;
Our agents, contractors, suppliers, third-party service providers and professional advisers, including the parties who have been contracted to provide us with administrative, financial, research, operations, IT and other services, in such areas as telecommunications, information technology, payroll, information processing, training, market research, storage and archival;
Third-party business partners who provide goods and services or sponsor contests or other promotional activities, whether or not in cooperation with us;
Insurance companies or insurance investigators and credit providers;
Professional consultants such as auditors and lawyers;
Government agencies or law enforcement agencies;
Financial institutions and their respective service providers;
Persons with your consent as determined by you or the applicable contract.
5. INITIAL FUNDING; THIRD PARTY TRANSFERS
In order to fund your Account and begin trading, you must first procure Digital Assets. WOO X supports deposits and withdrawals for a number of Digital Assets, including certain U.S. Dollar-pegged Digital Assets (each a “Stablecoin”). You may deposit Stablecoins that you already own by generating an address within your Account and sending your Stablecoins to such address, after which they should appear in your “USDT” balance. The Exchange may support various fiat currencies for deposit, withdrawal, and/or trading, using wire transfers, credit cards, or other appropriate methods. WOO X enables you to exchange (“Convert”) one Digital Asset for another Digital Asset. When you request to Convert a Digital Asset or Stablecoin, you will be quoted a price for such conversion. The price quoted will depend on market conditions, and you are under no obligation to execute a trade at any price quoted to you. WOOTECH Limited makes no promises as to the timing or availability of the ability to convert Digital Assets via the Exchange. It is your responsibility to ensure you send all Digital Assets, including Stablecoins, to the correct address provided for that particular Digital Asset. If you send a Digital Asset to an address that does not correspond to that exact Digital Asset (such as an address not associated with your account or the specific Digital Asset sent), such Digital Asset may be lost forever. If you send a Digital Asset from your Account to an external address that does not correspond to that exact Digital Asset, such Digital Asset may be lost forever. You assume all liability for any losses incurred as a result of sending Digital Assets to an incorrect address (such as an address not associated with your account or an address not associated with the specific Digital Asset). WOOTECH Limited and its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives are not responsible for any losses or for taking any actions to attempt to recover such Digital Assets. If the funds are recoverable, we may in our sole discretion attempt to recover the funds, but such recovery efforts are in no way guaranteed. WOOTECH Limited makes no representations or warranties regarding the amount of time that may be required to complete transfer of your Digital Assets from a third-party wallet or other source and have said Digital Assets become available in your Account. When you elect to transfer Digital 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 WOOTECH Limited liable for any damages arising from a rejected transfer.
You expressly agree and authorize WOOTECH Limited, in its sole discretion, to lend out part or all of your Digital Assets held under your WOO X account to market makers to provide liquidity and to achieve zero trading fee for the qualified users on WOO X. However, WOOTECH Limited will ensure that such Digital Assets, even when they are utilized by the third parties designated by WOOTECH Limited, are used solely for hedging and liquidity aggregation purposes, and are never used for speculation.
WOOTECH Limited will strive to keep the custody ratio, meaning the percentage of user deposit liabilities stored with custodians or in cold storage, versus stored in third-party liquidity sources, greater than 75%. However, despite all our endeavors to safekeep your funds, you shall be aware that such Digital Assets may be posted as collateral on other cryptocurrency trading platforms, and therefore are subject to risks of loss due to the factors beyond the control of WOOTECH Limited, such as technical breach or hacking of the said platforms, force majeure, embezzlement, misconduct, or other similar events. You agree that you shall not hold WOOTECH Limited liable for any damages arising from such losses, while WOOTECH Limited may try to recover the Digital Assets in its sole discretion, but such efforts are in no way guaranteed.
6. SPOT TRADING WITH AND WITHOUT THE USE OF MARGIN.
(1) WOO X is a "spot market" exchange for you to buy and sell currencies "on the spot". WOO X also can extend margin to facilitate your ability to enter into spot purchases and sales of currencies on the spot market exchange with the use of “leverage.” ”Balances” refers to the currencies you receive in spot transactions without margin, and “exposure” refers to the base currencies on spot margin.
While using WOO X’s "spot exchange" without the use of margin, you must have adequate balances in one currency to exchange for another. After executing a non-margined spot exchange between currencies, the corresponding balances are available to be exchanged again or withdrawn.
When using WOO X’s spot exchange for spot transactions on margin, so long as you hold sufficient collateral currencies in your wallet, you may buy or sell cryptocurrency through any of the available order books, even if you do not hold a balance in the specific asset you desire to trade. The maximum margin ratio displayed on WOO X is currently set at 1,000%, which represents (equity / exposure)*100%. By using an extension of margin from WOO X, you incur corresponding obligations and agree to comply with certain conditions until those obligations are satisfied. We refer to those circumstances where you have entered into a spot transaction on margin, but not yet satisfied these corresponding obligations, as an open position. Once a position is open, the amount of funds used as collateral are not available for trading or withdrawal until the position is settled or closed. Such assets you receive from the market are reflected in your “pending order” tab, under your “portfolio” block. Although reflected in this separate, “positions” tab, when you use margin on WOO X you are using an extension of margin to make an actual spot purchase or sale of cryptocurrency to a counterparty on the WOO X spot market exchange.
(4) “Short” position
While it's possible to go "long" without the use of margin, trading "short" on WOO X is only possible through the use of margin.
(5) Margin call and liquidation
If your margin ratio is less than your Initial Margin Ratio, which equals to the percentage of 1/ maximum of the leverage allowed, a restriction will be imposed on your account and no more positions can be opened. Also, you will not be able to make any withdrawal on WOO X unless your margin ratio is still greater than your Initial Margin Ratio after the intended withdrawal.
(6)Cancellation of pending orders and re-calculation of margin ratio
When your margin ratio is less than 10%, all of your pending orders will be cancelled immediately. After the pending orders are cancelled, WOO X will re-calculate your margin ratio, and if it is over 10%, no further action will be taken by WOO X; however, if your margin ratio is still less or equal to 10% at the time, the following liquidation process shall take effect.
(7)Liquidation of 50% of current balances
If, after cancellation of all of your pending orders, your margin ratio is still less than 10%, provided that 1) your balances at the time are still greater than 10 USDT, and 2) you have not been liquidated within the last one hour, WOO X shall liquidate 50% of your balances at the time immediately.
(8)Liquidation of 100% of current balances
If, after cancellation of all of your pending orders, your margin ratio is still less than
10%, provided that 1) your balances at the time are less or equal to 10 USDT, or 2) you have been liquidated within the last one hour, WOO X shall liquidate 100% of your balances at the time immediately. As a result of the liquidation, your balances become less than zero, it will be treated as zero in your WOO X account.
Whenever your Balance of any specific Digital Asset on WOO X becomes less than 0, which means you are borrowing from WOO X, you will receive a notification and WOO X will start charging you interests. The interests will be calculated on an hourly basis, and the principal amount shall be the aggregated amount you borrowed within the last hour, regardless of the fact that you have paid back the principal amount within the last hour or not. WOO X shall calculate the interests 24 times a day.
You agree that the applicable interest rate shall be solely decided by WOO X, which may vary from time to time.
WOO X only accepts repayment made in the same asset class as the Digital Asset borrowed. Any repayment will be netted against the interests first, and then against the principal only after the interests are fully paid off. WOO X may offer automatic interest repayment function which allows users to automatically make repayments once daily.
7. FORKS AND DISTRIBUTIONS
As a result of the decentralized and open-source nature of Digital Assets it is possible that sudden, unexpected, or controversial changes (“Forks”) can be made to any Digital Asset that may change the usability, functions, value or even name of a given Digital Asset. Such Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset (each a “Dominant Digital Asset”) and the partial or total abandonment or loss of value of any other versions of such Digital Asset (each a “Non-Dominant Digital Asset”). WOOTECH Limited is under no obligation to support a Fork of a Digital Asset that you hold in your Account, whether or not any resulting version of such forked Digital Asset is a Dominant Digital Asset or Non-Dominant Digital Asset or holds value at or following such Fork. Forks of Digital Assets can be frequent, contentious and unpredictable, and therefore cannot be consistently supported on WOO X . When trading or holding Digital Assets using your Account, you should operate under the assumption that WOO X will never support any Fork of such Digital Asset. If WOO X elects, in its sole discretion, to support a Fork of a Digital Asset, it may choose to do so by making a public announcement through its Site or otherwise notifying customers, and shall bear no liability for any real or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If WOO X, in its sole discretion, does not elect to support a Fork of a given Digital Asset, including the determination to support, continue to support, or cease to support any Dominant Digital Asset or NonDominant Digital Asset, WOO X assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Asset.
WOO X does not generally offer support for the distribution of assets based on a triggering fact or event, such as the possession of another asset (each an “Airdrop”), the provision of rewards or other similar payment for participation in a Digital Asset’s protocol (“Staking Rewards”), or any other distributions or dividends that Users might otherwise be entitled to claim based on their use or possession of a Digital Asset outside of the Site (collectively, “Digital Asset Distributions”). WOO X may, in its sole discretion, elect to support any Digital Asset Distribution, but is under no obligation to do so and shall bear no liability to Users for failing to do so, or for initiating and subsequently terminating such support. In the event of a Fork of a Digital Asset, we may be forced to suspend all activities relating to such Digital Asset (including trades, deposits, and withdrawals) on WOO X for an extended period of time, until WOO X has determined in its sole discretion that such functionality can be restored (“Downtime”). This Downtime may occur at the time that a Fork of a given Digital Asset occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Digital Asset subject to such Fork. WOOTECH Limited does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Digital Assets.
8. ATTACKS ON BLOCKCHAIN NETWORKS
WOOTECH Limited cannot prevent or mitigate attacks on blockchain networks and has no obligation to engage in activity in relation to such attacks. In the event of an attack, WOOTECH Limited reserves the right to take commercially reasonable actions, including, but not limited to, if we confirm that a Digital Asset’s network is compromised or under attack, immediately halting trading, deposits, and withdrawals for such Digital Asset. If such an attack caused the Digital Asset to greatly decrease in value, we may discontinue trading in such Digital Asset entirely. Resolutions concerning deposits, withdrawals and User balances for a Digital Asset that has had its network attacked will be determined on a case-by-case basis by WOOTECH Limited in its sole discretion. WOOTECH Limited makes no representation and does not warrant the safety of WOOTECH Limited and you assume all liability for any lost value or stolen property.
9. API USE
Subject to your compliance with these Terms and any other agreement which may be in place between you and WOOTECH Limited related to your use of the API, WOOTECH Limited hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, to use the API solely for the purposes of trading on WOO X . You agree to not use the API or data provided through the API for any other commercial purpose. You access and use the API entirely at your own risk, and WOOTECH Limited will not be responsible for any actions you take based on the API. WOOTECH Limited 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, WOOTECH Limited may moderate your activity or cease offering you access to the API (or any other API offered by WOOTECH Limited), each in its sole discretion. WOOTECH Limited may immediately suspend or terminate your access to the API without notice if we believe you are in violation of these Terms or any other agreement which may be in place between you and WOOTECH Limited related to your use of the API.
10. ACCOUNT SUSPENSION AND CLOSURE
WOOTECH Limited may, in its sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of a number of factors, including without limitation account inactivity, failure to respond to customer support requests, failure to positively identify you, a court order, any transaction deemed to be suspicious in our sole discretion, or your violation of these Terms. We may also temporarily suspend access to your Account, in the event that a technical problem causes system outage or Account errors, until the problem is resolved. You may terminate this agreement at any time by closing your Account in accordance with these Terms. In order to do so, you should contact us for assistance in closing your Account. 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 to avoid paying any amounts otherwise due to WOOTECH Limited. You agree to withdraw any remaining balance of Digital Assets prior to issuing a request to close your Account. We reserve the right to restrict or refuse to permit withdrawals from your Account if (i) your Account has otherwise been suspended or closed by us in accordance with these Terms; (ii) to do so would be prohibited by law or court order, or we have determined that the Digital Assets in you Account were obtained fraudulently; or (iii) you have not completed the required identity verification procedure. You can check whether or not your identity has been verified by reviewing your verification status under the “Account” tab of your Account. Upon closure or suspension of your Account, you authorize WOOTECH Limited to cancel or suspend pending transactions. In the event that you or WOOTECH Limited terminates this agreement or your access to the Services, or deactivates or closes 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 in connection with such activity.
11. RISK DISCLOSURES
The following risks associated with Digital Assets and the Services is not exhaustive.
WOOTECH Limited does not advise on the merits of any particular transactions, trading risks, or tax consequences, and WOOTECH Limited does not provide any other financial, investment, or legal advice in connection with the Services. To the extent that we or our representatives provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information should not be construed as investment or financial advice. Any decision to buy or sell Digital Assets is the User’s decision and WOOTECH Limited will not be liable for any loss suffered. You accept the risk of trading Digital Assets. In entering into any transaction on WOO X, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying Digital Asset. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction or any underlying Digital Asset.
Digital Asset transfers and volatility
Trading in Digital Assets can be extremely risky and volatile. Digital Assets may have unique features that make them more or less likely to fluctuate in value. Factors beyond WOOTECH Limited’s control, such as regulatory activity, market manipulation, or unexplainable price volatility, may affect market liquidity for a particular Digital Asset. Blockchain networks may go offline as a result of bugs, Forks, or other unforeseeable reasons. As a general matter, Users with limited trading experience and low risk tolerance should not engage in active trading on WOO X. Speculating on the value of Digital Assets is high risk and Users should never trade more than they can afford to lose. Understanding Digital Assets requires advanced technical knowledge. Digital Assets are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer code in order to appreciate the inherent risks. The listing of a Digital Asset on WOO X does not indicate WOOTECH Limited’s approval or disapproval of the underlying technology regarding any Digital Asset and should not be used as a substitute for your own understanding of the risks specific to each Digital Asset. We provide no warranty as to the suitability of the Digital Asset traded under these Terms and assume no fiduciary duty to Users in connection with such use of the Services. Users accept all consequences of sending Digital Assets to an address off the WOO X. Digital Asset transactions may not be reversible. Once you send Digital Assets to an address, you accept the risk that you may lose access to your Digital Assets indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to an entity that will not return your Digital Assets, or may return your Digital Assets but first requires action on your part, such as verification of your identity.
Supply and value of Digital Assets
The value of Digital Assets may be derived from the continued willingness of market participants to exchange Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear. You acknowledge and agree that Digital Assets and/or WOO X features available in one jurisdiction may not be available for trading or to access, as applicable, in another.
Software protocols and operational challenges
The software protocols that underlie Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of WOOTECH Limited’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Asset. You are aware of and accept the risk of operational challenges. WOO X may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold WOOTECH Limited accountable for any related losses. All Users understand that the technology underlying Digital Assets is subject to change at any time, and such changes may affect your assets stored on our platform. You claim full responsibility for monitoring such technological changes and understanding their consequences for your Digital Assets. Users conduct all trading on their own account and WOOTECH Limited does not take any responsibility for any loss or damage incurred as a result of your use of any Services or your failure to understand the risks involved associated with Digital Assets use generally or your use of our Services.
You are responsible for complying with applicable law. You agree that WOOTECH Limited is not responsible for determining whether or which laws may apply to your transactions, including but not limited to tax law. You are solely responsible for reporting and paying any taxes arising from your use of the Services.
Legislative and regulatory changes
Legislative and regulatory changes or actions at the domestic or international level may adversely affect the use, transfer, exchange, and value of Digital Assets.
No deposit protection
Neither Digital Assets nor any fiat currency held in your Account is eligible for any public or private deposit insurance protection.
Digital Asset Distributions not supported
Certain Digital Assets are built on protocols that support Digital Asset Distributions, including, but not limited to, Forks, Staking Rewards and Airdrops (as defined in Section 7 above). WOOTECH Limited is not obligated to support any such Digital Asset Distributions for Users. If you hold these Digital Assets in your Account, you thereby forfeit the ability to claim any Digital Asset Distributions from WOO X. If you hold Digital Assets with proof-of-stake or delegated proof-of-stake consensus algorithms, WOOTECH Limited may in its sole discretion stake these Digital Assets without any obligation to distribute Staking Rewards to you. Staking may subject your Digital Assets to additional risks and WOOTECH Limited is not responsible for losses you may incur related to staking.
12. RIGHT TO CHANGE OR REMOVE FEATURES AND SUSPEND OR DELAY TRANSACTIONS
We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without notice and without liability. We may decline to process any order and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to these Terms. We may, in our sole discretion, decline to process orders if (i) we believe the transaction is suspicious; (ii) the transaction may involve fraud or misconduct; (iii) it violates applicable laws; or (vi) it violates these Terms.
In consideration for the use of the Services, you agree to pay to WOOTECH Limited the appropriate fees, as set forth in our fee schedule displayed on the Site (“Trading Fee” under your “Account” tab), which WOOTECH Limited may revise or update in its sole discretion from time to time. On request,WOOTECH Limited may make available an alternative fee schedule (“Alternative Fee Schedule”) to Users who satisfy certain criteria (such as in relation to trading volume), which are determined by WOOTECH Limited in its sole discretion from time to time. You authorize WOOTECH Limited to deduct any applicable fees from your Account at the time you make a given transaction. Changes to the fee schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward.
(1) WOOTECH Limited does not, as a general rule, participate in promotions without an official pronouncement. You shall obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to WOO X or WOOTECH Limited.
(2) All promotional and marketing materials, as well as incentives provided through the referral program, or any other program on WOO X, should not be interpreted as direct financial promotions to UK residents. WOO X may alter the structure, incentives, or availability of its referral program or any other promotional program to ensure compliance with regulatory requirements.
15. SECURITY OF USER INFORMATION
You are responsible for maintaining the confidentiality and security of any and all account names, UIDs, passwords, and any other security feature that you use to access the Services. You are responsible for (i) keeping your email address up to date in your Account profile and (ii) maintaining the confidentiality of your User information and the security of your Account, which includes the enabling of all relevant security features. You agree to notify WOOTECH Limited immediately if you become aware of any unauthorized use of the Services or any other breach of security regarding the Services. WOOTECH Limited will not be liable for any loss or damage arising from your failure to protect your Account or your User information. We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. If you question the authenticity of a communication purporting to be from WOO X, you should login to your Account through the Site, not by clicking links contained in emails.
17. RESTRICTED ACTIVITIES
In connection with your use of the Services, you will not:
- 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;
- provide false, inaccurate, incomplete or misleading information;
- infringe upon WOOTECH Limited's or any third party's copyright, patent, trademark, or intellectual property rights;
- 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;
- distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
- use a web crawler or similar technique to access our Services or to extract data;
- reverse engineer or disassemble any aspect of the Site, the API, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
- perform any unauthorized vulnerability, penetration or similar testing on the API;
- 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;
- transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- otherwise attempt to gain unauthorized access to or use of the Site, the API, other WOO X Accounts, computer systems, or networks connected to the Site, through password mining or any other means;
- transfer any rights granted to you under these Terms;
- 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 these Terms, or is otherwise deemed unacceptable by WOOTECH Limited in its sole discretion.
18. ELECTRONIC TRADING TERMS
WOOTECH Limited may, in its sole discretion, choose to discontinue support for a currently listed or supported Digital Asset at any time, based on a number of factors on the Site, including changes in characteristics.
A transaction on WOO X may fail for several reasons, including without limitation to change in prices, insufficient margin, or unanticipated technical difficulties. WOOTECH Limited makes no representation or warranty that any transaction will be executed properly. We are under no circumstances liable for any loss or injury suffered by a failure of a transaction to complete properly or in a timely manner. Further, we are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Site. You have full responsibility to determine and inquire into the failure of any transaction which you initiate. In the event that you receive any data, information, or software through our Services other than that which you are entitled to receive pursuant to these Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Digital Assets and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal. We may refuse to execute a trade, or impose trade amount limits or restrictions at any time, in our sole discretion without notice. Specifically, we reserve the right to refuse to process, or the right to cancel or reverse, any transaction, as well as to revoke access to a User’s deposit address on WOO X, where we suspect the transaction involves money laundering, terrorist financing, fraud, or any other type of crime or if we suspect the transaction relates to a prohibited use as stated in these Terms. WOOTECH Limited reserves the right to halt deposit activity at our sole discretion. A User may not change, withdraw, or cancel its authorization to make a transaction, except with respect to partially filled orders.
WOOTECH Limited may correct, reverse, or cancel any trade impacted by an error or an unexpected event, in processing a User’s transaction or otherwise. The User’s remedy in the event of an error or an unexpected event will be limited to seeking to cancel an order or obtaining a refund of any amounts charged to the User. WOOTECH Limited cannot guarantee such cancellations or refunds will always be possible. WOOTECH Limited provides Users with a platform that allows their orders to be matched with the orders of other Users. Orders may be partially filled or may be filled by a number of orders, depending on the trading activity at the time an order is placed. WOOTECH Limited’s relationship with you under these Terms is as a trading platform provider only and does not act as principal or counterparty with respect to trades entered into on the platform. Notwithstanding the foregoing, (i) WOOTECH Limited or its affiliates may act as a counterparty for limited trades made for the purpose of liquidating fees collected on User trades, and (ii) affiliates of WOOTECH Limited may execute trades on the platform; provided, however, that such affiliates shall not be afforded any priority in trade execution. The Digital Assets available for purchase through the Services may be subject to high or low transaction volume, liquidity, and volatility at any time for potentially extended periods. You acknowledge that while WOOTECH Limited uses commercially reasonable methods to provide exchange rate information to you through our Services, the exchange rate information we provide may differ from prevailing exchange rates made available by third parties. Similarly, the actual market rate at the time of your trade may be different from the indicated prevailing rate. You agree that you assume all risks and potential losses associated with price fluctuations or differences in actual versus indicated rates.
These Terms are provided to you and concluded in English. We will communicate with you in English for all matters related to your use of our Services unless we elect, in our sole discretion, to provide support for other languages.
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 WOOTECH Limited or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the Site or social channels, or otherwise, are non-confidential and will become the sole property of WOOTECH Limited. WOOTECH Limited 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.
21. OWNERSHIP OF DIGITAL ASSETS
You hereby represent and warrant to us that any Digital 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 Digital Assets and that all transactions initiated with your Account are for your own Account and not on behalf of any other person or entity.
You will be able to see a record of your transactions via your Account which you may wish to use for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to your activities on the Exchange, and to collect, report, and remit the correct tax to the appropriate tax authority. WOOTECH Limited is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
23. INDEMNIFICATION; RELEASE
You agree to indemnify and hold WOOTECH Limited, its affiliates, and service providers, and each of their officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising out of your breach of these Terms, or your violation of any law or regulation. For the purpose of this Section 23, the term “losses” means all net costs reasonably incurred by us or the other persons referred to in this Section which are the result of the matters set out in this Section 23 and which may relate to any claims, demands, causes of action, debt, cost, expense or other liability, including reasonable legal fees (without duplication). If you have a dispute with one or more Users or third parties, you release WOOTECH Limited (and its 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 WOOTECH Limited, you release us from liability associated with that dispute.
24. LIMITATION OF LIABILITY; NO WARRANTY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WOOTECH LIMITED 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 WOOTECH LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, 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) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF WOOTECH LIMITED, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF WOOTECH LIMITED AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF WOOTECH LIMITED SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO WOOTECH LIMITED UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
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 AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. WOOTECH LIMITED, 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. WOOTECH LIMITED MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.
We hereby designate that all obligations now or hereinafter incurred or otherwise arising out of this Agreement shall at all times constitute senior indebtedness; the Users' claims shall take priority over any claim made by other parties under any existing agreement made with us, or formed in other agreements made in the future. The Users are entitled to the benefits of the senior creditors to the extent as allowed under the applicable laws.
26. FORCE MAJEURE
WOOTECH Limited 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.
27. GOVERNING LAW; VENUE
Any dispute, controversy, difference or claim arising out of or relating to this Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
We may amend any portion of these Terms at any time by posting the revised version of these Terms with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.
You may not transfer or assign these Terms or any rights or obligations you have under these Terms without our prior written consent or otherwise and any such attempted assignment shall be void. Such consent may require you to provide additional information, undergo enhanced due diligence, or fulfill other conditions. We reserve the right to freely assign or transfer these Terms and the rights and obligations of these Terms, to any third party at any time without notice or consent. If you object to such transfer or assignment, you may stop using our Services and terminate this agreement by contacting us and requesting to close your account.
Upon termination of your Account or this agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
31. THIRD PARTY APPLICATIONS
If you grant express permission to a third party to connect to your Account, either through the third party’s product or through WOO X , 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 this agreement. Further, you acknowledge and agree that you will not hold WOOTECH Limited responsible for, and will indemnify WOOTECH Limited from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant.
32. SITE; THIRD PARTY CONTENT
WOOTECH Limited strives to provide accurate and reliable information and content on the Site, but such information may not always be correct, complete, or up to date. WOOTECH Limited will update the information on the Site as necessary to provide you with the most up to date information, but you should always independently verify such information. The Site may also contain links to third party websites, applications, events or other materials (“Third Party Content”). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by WOOTECH Limited products or services. WOOTECH Limited shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained on the Site or in any Third Party Content.
33. UNCLAIMED OR ABANDONED PROPERTY
If WOO X is holding funds in your Account, and we are unable to contact you and have no record of your use of the Services for a prolonged period of time, applicable law may require us to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, WOOTECH Limited will try to locate you at the address shown in our records, but if WOOTECH Limited is unable to locate you, we may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. WOOTECH Limited reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
34. LEGAL COMPLIANCE
You may not use the Services if (i) you are incorporated or otherwise established in, or a citizen or a resident of an unsupported jurisdiction, including but not limited to: Afghanistan, Canada, China, Cuba, Democratic Republic of Congo, Iran, Libya, Mali, Myanmar, North Korea, Seychelles, South Sudan, Sudan, Syria, Taiwan, the United States and its territories, and temporarily occupied territories of Ukraine. WOOTECH Limited has the sole discretion to update the list of unsupported countries/regions ; (ii) you are a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or any applicable sanction programs (“Restricted Persons”); (iii) you intend to transact with any Restricted Territories or Restricted Persons; (iv) you are located, incorporated or otherwise established in, or a citizen or resident of a jurisdiction where it would be illegal under Applicable Law for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services; or (v) the publication or availability of the Services is prohibited or contrary to local law or regulation, or could subject WOOTECH Limited to any local registration or licensing requirements.
35. LANGUAGE OF THE TERMS
The Terms have been prepared in multiple languages. In case of any discrepancies, the English version shall prevail.
36. ENTIRE AGREEMENT
The failure of WOOTECH Limited to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties. The headings and any explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. These Terms, including WOOTECH Limited’s policies governing the Services, constitute the entire agreement between you and WOOTECH Limited with respect to the use of the Services.