Terms of use
Version date: May 15th 2025
This User Service Agreement is entered into between you (hereinafter referred to as “you” or “your”) and XBTO Middle East Limited, a company incorporated in the Abu Dhabi Global Market. By accessing, downloading, using or clicking on “I agree” to accept any XBTO Services (as defined below) provided by XBTO (as defined below), you agree that you have read, understood and accepted all of the terms and conditions stipulated herein (“these Terms”), the Privacy Policy (the “Privacy Policy”), Risk Disclosure Statement and any other policies established and made known to you by XBTO in connection with the XBTO Services as may be amended from time to time at the sole discretion of XBTO (as defined below) (collectively, the “Agreement”).
1. Definitions
1.1. In these Terms: -
1.1.1. “Account” refers to the custody and trading digital asset accounts, including main accounts and subaccounts, which are opened by XBTO for Users to record on XBTO Platform their usage of XBTO Services, transactions, asset changes and basic information.
1.1.2.“ADGM” means the Abu Dhabi Global Market.
1.1.3. “XBTO”, “Company”, “we”, “our” or “us” refers to XBTO Middle East Limited, a company incorporated under the laws of the Abu Dhabi Global Market. Under the Agreement, the Company may change or expand as XBTO’s business adjusts, in which case, the changed entity shall perform their obligations under these terms with you and provide services to you, and such change does not affect your rights and interests under these terms.
1.1.4.“XBTO Services” refer to various Platform services provided to you by XBTO that are based on Internet and/or blockchain technologies and offered via XBTO websites, mobile applications and other forms (including new ones enabled by future technological development).
1.1.5. “Business Days” means a day (excluding Saturday, Sunday or Public Holiday) and any day on which licensed banks in the United Arab Emirates are generally open for business throughout their normal business hours.
1.1.6. “Crypto-to-crypto Trading”, “Trading” refers to spot transactions in which one digital currency is exchanged for another digital currency.
1.1.7. “Digital asset”, “digital currency” and “virtual currency” mean digital assets or blockchain tokens which are based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or stored value.
1.1.8. “FSRA” means the Financial Services Regulatory Authority of the ADGM.
1.1.9. “Platform” refers to the platform or environment, in whatever form, on which XBTO Services are provided, including but not limited to websites, mobile applications and other forms (including new ones enabled by future technological development).
1.1.10. “Users” refer to all individuals, institutions or organizations that access, download or use the Platform or XBTO Services and who meet the criteria and conditions stipulated by XBTO including but not limited to be satisfactorily verified under the KYC/AML Policy at the sole discretion of the Company. If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed.
2. General Provisions
2.1. XBTO reserves the right to change or modify these Terms and any other terms contained in the Agreement in its discretion at any time. XBTO will effect such changes by updating the terms on its website. Any and all modifications or changes to these terms will become effective upon publication on the website or release to Users. The continued use of XBTO Services by any User shall be deemed as acceptance of the modified agreement and rules. You are advised to frequently review these terms to ensure your understanding of the terms and conditions that apply to your access to and use of XBTO Services.
3. XBTO Services
3.1. XBTO Middle East Limited is licensed and regulated by the ADGM's Financial Services Regulatory Authority to conduct the Regulated Activities of (a) Providing custody (b) Dealing in Investments as Principal (Matched), (c) Arranging Deals in Investments, (d) Advising on Investments or Credit, (under Financial Services Permission Number 240072) under the Financial Services and Market Regulations 2015 (collectively, the “Regulated Activities”).
3.2. Subject to the terms and conditions of this Agreement, the Platform allows Users, inter alia, to custody and trade digital assets and other financial instruments, receive investment advice from XBTO, manage their investment portfolios, and engage the Company for any other services it may provide from time to time within the scope of the Regulated Activities, as further elaborated in this Agreement or otherwise on the Platform.
3.3. Depending on the User’s place of residence, verification status, compliance with the Agreement and any other factors as may be ultimately determined by the Company at its sole discretion, the User, or certain Users, may not be able to use all the functions and features of the Platform or the services provided by the Company. It is the User’s responsibility to follow those rules and laws in his/her place of residence and/or place from which the User accesses XBTO.
The fact that any specific services, products, features or functions appear on the website of or other materials published by the Company or its affiliates shall not constitute a representation or warranty that the same is, or will in the future become, available to any or all of the Users or otherwise provided by XBTO. The availability of any services, products, features or functions will ultimately be based on what is provided to Users on XBTO Platform which may be changed at any time by the Company without prior notification to the Users.
3.4. We further reserve the right and without liability to you to:
3.4.1. update, modify, suspend, disable, terminate or restrict access to any XBTO Services or change any features, component or content thereof based on its business development plan;
3.4.2. decline, suspend, cancel, reverse, void or partially execute any trading instruction;
3.4.3. reverse, cancel, clawback, change any terms or refuse to honour any reward, bonus or pay-out for any incentive programmes regardless of your entitlement; or
3.4.4. take any of the above actions against only specific, but not all, Users.
You understand and agree that we may engage any affiliated party or third-party service provider or subcontractor to perform any or all the services provided hereunder. We shall not be liable for any delay, loss or damage of any kind incurred from any services provided by any such third-party service provider or subcontractor. All claims in connection with the act of any third-party service provider or subcontractor shall be brought solely and directly against such party and/or its agents.
4. Account Registration
4.1. Registration
All Users must apply for an Account before accessing XBTO. When you register an Account, you must provide your legal name, email address and password, and accept the Agreement. You agree to provide complete and accurate information when opening an Account and agree to timely update any information you provide to XBTO to maintain the integrity and accuracy of the information. Each individual User (including any User that is an individual, business or legal entity) may maintain only one main account at any given time.
4.1.1. The Company may refuse at any time, in its sole discretion, to open an XBTO Account for you or otherwise provide any services to any User. The Company also reserves the right to suspend or terminate any XBTO Services or access to XBTO to any Users.
4.2. Eligibility
4.2.1. By registering to use an Account, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you are a Professional Client as defined under FSRA; (iv) you have not been previously suspended or prohibited from using XBTO Services; (v) you do not currently have an Account; (vi) you are not prohibited to use XBTO Services under any laws applicable to you. If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; (vii) your use of XBTO Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing; (viii) you have not been included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the list of specially designated nationals maintained by the Office of Foreign Assets Control of the U.S. Department of The Treasury, or the denied persons or entity list of the U.S. Department of Commerce. We reserve the right to choose markets and jurisdictions to conduct business, and may restrict or refuse, in its discretion, the provision of XBTO Services in certain countries or regions.
4.2.2. If you are registering to use the XBTO 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 and is a Qualified Investor as defined under FSRA; (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 XBTO Services or any other service or product offered by the Company.
4.2.3. XBTO reserves the right to change, modify or impose additional restrictions at its discretion at any time without giving prior explicit notice to the Users.
4.3. User Identity Verification
4.3.1. You acknowledge that XBTO may require you to provide personal information and other information for identity verification in order to provide the full extent of XBTO Services in accordance with the KYC/AML Policy. The collection, use and sharing of any such information shall be governed by the XBTO KYC/AML Policy.
4.4. Regulated Status
4.4.1. Your acceptance as a client of XBTO is subject to satisfactory clearance of applicable anti-money laundering, sanctions, embargo and other verifications in accordance with applicable law.
4.4.2. You acknowledge that XBTO has provided you with a separate client classification letter in which you are classified as (i) a "Professional Client"; or (ii) a "Market Counterparty", as each of those two terms is defined in the FSRA rulebook. You agree that you are responsible for keeping XBTO informed about any change that could affect your categorization as a Professional Client or a Market Counterparty.
4.4.3. XBTO will undertake a suitability assessment to understand your investment goals, objectives and your investment risk appetite.
5. Deposit and Withdrawal
5.1. Deposit
5.1.1. Upon successful user identity verification, you may deposit digital assets into your Account with a specified address provided by us. You may deposit only specified digital assets that are supported by the Platform, which may be updated from time to time at XBTO’s sole discretion. XBTO makes no representations or warranties regarding the time, gas fees, or other requirements that may be necessary for any deposited digital assets to be made available in your account.
5.1.2. You agree and acknowledge that XBTO has the right to set deposit limits and decline to approve deposits exceeding such limits or if the User fails to provide additional information and documentation as may be requested for deposit exceeding a certain amount in accordance with the KYC/AML Policy. In the case where any digital assets have been transferred to any wallets of XBTO but have been declined or rejected by XBTO, XBTO may take any reasonable measures to reverse such transaction, including but not limited to transferring such assets to the originating wallet address, provided that XBTO may deduct any reasonable expenses incurred in such transactions.
5.1.3. You represent and warrant that you are, and shall remain at all times, the ultimate and effective legal and beneficial owner of any digital assets held by you in your Account, and that any digital assets deposited by you 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.
5.1.4. You agree that any digital assets deposited and held in custody by XBTO may be segregated or pooled with the digital assets of other Users and may not be identifiable as separate and distinct documents of title or other electronic records. In case of an irreconcilable shortfall, you may not receive your full entitlement and may shore in the shortfall pro rata. Title to all supported digital assets held in custody shall at all times remain with you and shall not transfer to XBTO. All interests in digital assets held in your custody account are held for you, are not property of XBTO and are not subject to the claims of the XBTO’s creditors. As owner of the supported digital assets in your custody account, you shall bear all risk of loss of such supported digital assets. XBTO shall have no liability for supported digital asset fluctuations or loss.
5.1.5 In the event of any deposits into your Account by error, whether by human error or system error, XBTO reserves the right to clawback, withdraw or deduct such erroneous deposits. You agree to co-operate with XBTO in relation to such withdrawals or deductions.
5.1.6 Unless otherwise specified in this Agreement, on the Platform, or as otherwise notified by XBTO, all digital assets deposited by you shall be deemed as being held under the custody of XBTO.
5.2 Withdrawal
5.2.1 Subject to the terms of this Agreement, you may request withdrawal of specified digital assets that are supported by the Platform, which may be updated from time to time at XBTO’s sole discretion, by making a withdrawal instruction through the Platform. XBTO shall credit the digital assets available in your account to a wallet address designated by you.
You acknowledge that the digital assets that you withdraw will temporarily be held with XBTO, where they could be co-mingled with other digital assets, before being transferred from to your designated withdrawal wallet address. For the avoidance of doubt, while the amount of digital assets equivalent to the amount temporarily held with XBTO will be deposited to your designated withdrawal wallet address, the digital assets that are deposited into your designated withdrawal wallet address following this process may not be the exact same as those which are transferred and held by XBTO given the co-mingled nature of their temporary holding destination with XBTO. XBTO makes no representations or warranties regarding the time, gas fees, or other requirements that may be necessary to complete the transfer of your digital assets.
5.2.2 You agree and acknowledge that XBTO has the right to set withdrawal limits and decline to approve withdrawals in the event withdrawals are made to an address rated as ‘High Risk’ by our transaction monitoring team at their sole discretion.
5.2.3 We may, at our discretion, withhold your request to withdraw digital assets to you in the event that your open positions show notional losses or if you have any liability towards us or there is an unresolved dispute between you and XBTO.
5.2.4 In the event that your Account is suspended or terminated for any reason in accordance with the terms of this Agreement, XBTO shall by notice give you a reasonable period of time to withdraw any assets in your Account. Your failure to withdraw all the assets and/or funds within the specified period of time shall be deemed as your forfeiture of any remaining balance in your Account and we shall not be liable for any loss or damages incurred therefrom.
You agree to assume all liability for any losses incurred as a result of sending digital assets to an incorrect address (such as typos, errors, copy-paste attacks, or an address not associated with you, or an address not associated with or supporting the specific digital assets). You are solely liable for verifying the accuracy of any external wallet address and the identity of the recipient. All transfers of digital assets cannot be reversed once they are broadcast to the underlying blockchain network. XBTO does not control any blockchain network and cannot guarantee that any transfer will be confirmed or transferred successfully by the network. XBTO is not responsible for any losses or for taking any actions to attempt to recover any lost, stolen, misdirected, or irrecoverable digital assets. If the digital assets are recoverable, XBTO may in our sole discretion attempt to recover them, but such recovery efforts are in no way guaranteed.
5.3 Fiat Currency
5.3.1 Except as otherwise stated in this Agreement, XBTO shall not at any time hold any fiat currencies on your behalf.
5.3.2 XBTO may, but is not obliged to, provide services relating to the deposit and withdrawals of your assets by way of fiat currencies (“Fiat Services”). Unless otherwise specified, where such services are provided, the Company shall be treated as the buyer or seller of the digital assets, in exchange for fiat currencies, whereby: (i) in the case of deposits, you shall transfer fiat currencies to the bank account designated by the Company, and upon receipt of the funds by the Company, the Company shall credit the equivalent amount, subject to any deduction of fees as may be notified to you in advance, in digital assets into your Account; and (ii) in the case of withdrawals, the Company shall transfer fiat currencies to your designated bank account in exchange for the equivalent amount in digital assets which shall be deducted from your Account and received by the Company. For the avoidance of doubt, the fiat currencies involved in the transactions shall be the consideration for the sale and purchase of digital assets, and the Company shall not in any event be deemed to be holding any fiat currencies on behalf of any Users. The exchange rate between the digital assets and fiat currencies and any associated fees shall be determined by XBTO and made known to you prior to the confirmation of your instructions.
5.3.3 Fiat Services as stated above may only be available to Users in certain jurisdictions and is subject to the local laws, regulations and banking practices.
5.3.4 Where XBTO provides Fiat Services, the originating account (for deposits) and the designated receiving bank account (for withdrawals) must be in the exact same name as the User’s verified identity (joint name accounts will not be accepted), unless otherwise approved by XBTO. You represent and warrant that all such bank accounts belong to you and that you have full control over it. You agree and acknowledge that the Company does not guarantee, warrant or represent that any balance of fiat currencies in your Account can be withdrawn to your bank account or elsewhere.
5.3.5 Before transmitting or accepting any fiat currencies to or from you, we may conduct checks to prevent fraud, money laundering, terrorist financing, and other financial crimes and comply with the applicable laws. This may delay the Fiat Services until those checks are satisfactorily completed in compliance with our regulatory requirements.
6. Usage Requirements and Restrictions
6.1 You agree not to misuse the Platform or assist anyone else to do so, including but not limited to doing or attempting to do any of the following in connection with the Platform and XBTO:
6.1.1 use the Platform for market manipulation, regardless of whether prohibited by law;
6.1.2 use the Platform for unlawful or unauthorised purposes;
6.1.3 re-sell or attempt to benefit for commercial purposes from any data, content or information available on the Platform;
6.1.4 replicate or bypass the navigational structure or presentation of XBTO in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through XBTO;
6.1.5 probe, scan, or test the vulnerability of any system or network of XBTO;
6.1.6 circumvent any security or authentication measures or service use limits or otherwise access, tamper with, or use non-public parts or functions of the Platform;
6.1.7 interfere with or disrupt any user, host, or network, including but not limited to overloading, flooding, spamming, or mail-bombing any part of XBTO;
6.1.8 reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology of XBTO that is not open source;
6.1.9 access, search, or create accounts for the Platform by any means other than our publicly supported interfaces (for example, 'scraping' or creating accounts in bulk);
6.1.10 send unsolicited communications, promotions or advertisements, or spam;
6.1.11 forge any headers, impersonate, or otherwise manipulate identification, to disguise your identity in any correspondence with XBTO;
6.1.12 send altered, deceptive, or false source-identifying information, including 'spoofing' or 'phishing';
6.1.13 conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;
6.1.14 abuse referrals or promotions;
6.1.15 engage in malicious trading activities, market manipulation, wash trades or other forms of market manipulation;
6.1.16 post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libellous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights of others;
6.1.17 violate any terms of this Agreement;
6.1.18 violate public interests, public morals, or the legitimate interests of others, including but not limited to the interreference with, disruption of, negatively affecting, other Users’ access to the Platform and usage of XBTO Services;
6.1.19 violate the laws or regulations that may be applicable to you; or
6.1.20 violate the privacy or infringe the rights of others.
6.2 We reserve the right to limit your use of the Platform and the Services, including the right to restrict, suspend or terminate your account and levy administrative penalties payable by you at our sole discretion if we believe, in our sole discretion, you are in breach of any terms of this Agreement or are otherwise misusing the Platform or any services we provide.
6.3 The Account can only be used by the registrant of such Account. If you suspect or become aware of any unauthorized use of your username and password, you should notify XBTO immediately. We assume no liability for any loss or damage arising from the use of XBTO Account by you or any third party with or without your authorization.
7. License and Intellectual Property
7.1 Subject to the terms and condition of this Agreement, XBTO grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access the Platform and use XBTO Services for personal, but not commercial, purposes. XBTO reserves all rights not expressly granted in this Agreement.
7.2 This Agreement shall only grant a limited license to access the Platform and use XBTO Services and you agree that XBTO does not transfer the ownership or intellectual property rights of any XBTO intellectual property to you or anyone else. All intellectual property rights subsisting in the Platform, including but not limited to the text, graphics, sounds, user interfaces, visual interface, photos, computer code, programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through the Platform, are exclusively owned, controlled and/or licensed by the Company or its affiliates. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Platform in any way, or create any derivative works with respect to any such content or component.
7.3 Our name “XBTO” and our marks and logos are our trade marks (be it registered or unregistered) and shall not be used without our express prior written consent.
7.4 By submitting, posting or displaying Your Content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.
8. Trading Services
8.1 Crypto-to-Crypto Trading
8.1.1 Crypto-to-crypto Trading is offered on the Platform and XBTO may take a spread for executing any orders. You acknowledge and understand the price shown on the Platform, which is subject to delays and may not take into account any fees that may be incurred in such transaction, may not accurately reflect the actual mark price at which the orders will be executed.
8.1.2 You acknowledge and understand that such Crypto-to-Crypto trading is operated under a Matched Principal model, where, as soon as any Users places an order on the Platform, XBTO shall execute an identical order with a liquidity provider as a principal and credit the executed balance into the User’s Account, and that XBTO shall be the counterparty to your trades.
8.1.3 You agree to pay XBTO the transaction fees that may be imposed on any order as may be determined, updated and published by XBTO at any time at its sole discretion. Any updated fees will apply to any transactions that occur following the effective date of the updated fees. You authorize XBTO to deduct from your account any applicable fees that you owe under these Terms.
8.2 You understand and acknowledge that all digital assets and related financial investments carry risk, and even trading non-complex investments, such as securities, will have a degree of uncertainty. The securities markets can be volatile, which means the prices of the securities can change rapidly, and therefore are unpredictable, which means that securities dealing is speculative and not suitable for everyone. Certain securities may be suspended from trading on certain markets in certain circumstances.
8.3 You should ensure you fully understand the risks involved before using our Services and if required take appropriate investment, financial, legal, tax and other necessary professional, independent advice. More information on the risks associated with trading may be set out by the Company on the Platform. You should fully understand the risks before entering into this Agreement.
9. Arranging Deals
9.1 This Section 9 shall apply where XBTO is appointed to arrange deals in digital asset investments and credit, including but not limited to where XBTO arranges for a transaction between you and any other third parties, regardless of whether such opportunity is publicised on or made known to you via the Platform.
Typically, when arranging deals pursuant to Section 9.1 the Company is appointed as an intermediary in respect of your relationship with the seller, buyer, issuer, or any third-party service provider (collectively the “Counterparties”), specifically:
9.1.1 to accept instructions or orders from you to purchase and sell, without limitation, any securities, commodities, options, currencies or assets or undertake any other investments relating to digital assets on your behalf as an intermediary between you and the designated entity within the Counterparties and to arrange for execution of such instruction or orders by passing on such instructions or orders to the designated group entity or to third party brokers appointed by the designated group entity for this purpose for execution;
9.1.2 to relay any other instructions or orders in relation to any accounts; and
9.1.3 to assist with the completion of product-specific application forms, subscription agreements or terms of business to facilitate any transactions.
9.2 You appoint XBTO to provide arranging services in respect of your digital asset related investments as an intermediary between you and the Counterparties on an execution-only basis, unless the instructions and orders received from you are on the basis of our express advice given in accordance with the Agreement. Upon your explicit instructions, XBTO shall facilitate in using your assets held under XBTO’s custody for any specified transactions with the Counterparties.
9.3 Where this Section 9 applies, it will come into effect on the date agreed with you by XBTO in writing or when XBTO provides or agrees to provide arranging services under this Section 9 separately or in relation to services provided pursuant to another Part.
9.4 Unless otherwise specified, XBTO’s responsibility in relation to the instructions or orders received from you will be limited to receiving, recording or forwarding such instructions or orders to the Counterparties. You understand and agree that, while XBTO may reflect any transactions or investments holdings in connection with your dealings with the Counterparties as facilitated by XBTO, such transactions or investments holdings shall not, unless otherwise specified or agreed by XBTO, be deemed to be under the custody, possession, or management of XBTO.
9.5 You acknowledge that XBTO will receive instructions or orders from you solely as an intermediary in respect of your relationship with the designated Counterparties and the receipt of an instruction or order by us will in no way prejudice our right, or the right of the designated Counterparties to reject such instruction or order on the basis that it is not signed correctly, does not correspond with the applicable policies, rules and regulations of the relevant exchanges, exceeds any applicable credit balance relating to your portfolio or in any other way is in breach of the terms of your agreement for the operation of the account with the designated Counterparties.
9.6 You acknowledge that while XBTO may have access to client information in order to process or transmit orders relating to products offered by the Counterparties.
9.7 You further acknowledge and agree that XBTO will not be responsible for any losses suffered by you as a result of the receipt and passing on of any instructions or orders in respect of any investment (including, without limitation, losses arising from delays, losses, errors, mutilation, duplication or similar occurrences in the transmission or transportation of instructions or orders).
9.8 XBTO shall take all reasonable steps to ensure that it complies with all applicable law to the extent that such requirement is necessary for the performance of XBTO’s responsibilities hereunder.
9.9 XBTO will charge you fees in accordance with the schedule of fees for its services under this Agreement or as notified separately to you.
10. Advisory Services
10.1 This Section 10 shall apply to you if XBTO provides you with advisory services in relation to your portfolio, which shall include the investments and assets in your Accounts that are subject to the services provided to you by XBTO pursuant to this Agreement. For the avoidance of doubt, such advisory services may be provided verbally, in writing, or otherwise via the Platform, and is generally ancillary to other services provided by XBTO.
The advisory services provided by XBTO may either be on an ad hoc or ongoing basis and would generally be provided to all Users subject to their objectives, activities, and needs.
You will from time to time communicate and agree with XBTO as to the extent of the investment advice that you are seeking from XBTO pursuant to this Section 10. The provision of any investment advice pursuant to this Section 10 shall always be subject to applicable law. For the avoidance of doubt, XBTO shall retain discretion as to what investment advice it will offer you on a case-by-case basis. XBTO shall also be entitled to refuse to provide you with any particular investment advice without providing you with any explanation or reason for its decision to refrain from providing such investment advice.
10.2 You will from time to time communicate and agree with XBTO as to which investments and/or other assets are to be included in your portfolio and/or considered by your investment advisor for the purposes of providing investment advisory services. These investments and/or other assets may be updated as agreed between you and XBTO from time to time. XBTO will not be responsible for providing any investment advice in relation to any other investments and/or assets you hold even where such investment and/or assets are held or otherwise maintained by XBTO on your behalf and regardless of whether XBTO has been made aware of those investments and/or assets.
10.3 XBTO will rely on the suitability assessment undertaken in accordance with Section 4.4.3 when providing you with advisory services pursuant to this Section 10.
Unless specifically agreed or as otherwise stated in this Agreement, XBTO will not have any discretion to make investment and/or transaction decisions on your behalf and will only act in line with your specific instructions. This means that you are solely responsible for evaluating XBTO’s investment advice and recommendations provided pursuant to this Section 10 and that you shall retain sole responsibility, liability and discretion as to whether or not you choose to instruct XBTO in relation to any specific investment advice or recommendations provided to you pursuant to this Section 10
XBTO may provide you with research prepared by XBTO or third-party service providers. XBTO will only do this where XBTO is reasonably satisfied that the content of such research is reliable. However, you agree that XBTO does not make any representations as to the accuracy and completeness of any such research and/or other information and that the accuracy and completeness thereof are not endorsed or guaranteed by XBTO.
10.4 XBTO shall be under no obligation to bring any investment opportunities to your attention or to update any investment advice or information after it has been provided to you.
10.5 XBTO shall not provide you with any legal, tax, estate planning, or trust advice or services.
XBTO shall only provide investment advice as contemplated by this Section 10 in relation to specific investments as deemed suitable by XBTO from time to time. XBTO is therefore not able to guarantee that you will receive advice on specific investments or financial products that have been identified by you on your own initiative. XBTO shall not be obliged to make third party referrals to you for this purpose.
10.6 You shall inform XBTO of any changes in your financial situation or any other event that may have an impact on your investment risk tolerance and profile immediately upon becoming aware of such change or event.
10.7 XBTO shall not be liable for any liability or loss (including lost profits or loss of opportunity) arising out of or in relation to:
10.7.1 any investment advice provided to you pursuant to this Section 10, unless such liabilities or losses arise out of the gross negligence or misconduct of XBTO;
10.7.2 your reliance or non-reliance upon any research or investment advice provided to you by XBTO; or
10.7.3 any research provided to you by XBTO that has been prepared by third party service providers.
10.8 XBTO reserves the right to charge you fees for the provision of advisory services as may be notified separately to you prior to the provision of such advisory services.
11. Providing Custody
11.1 In accordance with its regulatory requirements, XBTO shall provide custodian services whereby XBTO shall be deemed as the custodian in relation to the digital assets deposited by you onto the Platform, any other proceeds or assets generated therefrom through the Platform, and any other assets deemed to be held by XBTO on custody on your behalf, provided that certain transactions between you.
11.2 When your digital assets are held in XBTO’s custody on your behalf, you shall be subject to the protections conferred by the Safe Custody Provisions as provided under the FSRA Rulebook.
Any digital assets received by XBTO from Users will be received and securely stored by XBTO, whereas XBTO will be the custodian of the private keys, if XBTO may engage any third-party service provider in connection with management of XBTO’s wallet and secure storage of the private keys.
11.3 XBTO, unless specifically agreed or specified, does not provide interest on any digital assets held on your behalf or otherwise under its custody.
Your digital assets held in XBTO’s custody shall be held segregated from any digital assets belonging to XBTO or its affiliates, provided that your digital assets may be pooled with other Users’ digital assets into an omnibus wallet, therefore, your digital assets may not be physically segregated from the digital assets of other users, but shall remain segregated from digital assets belonging to XBTO or its affiliates.
11.4 XBTO shall conduct a reconciliation of your digital assets held in XBTO’s custody no less frequent than on a daily basis.
11.5 On an event of a default event under this Agreement or any other terms or policies as may be imposed by XBTO and notified to you, or at any time after XBTO has determined, in its absolute discretion, that you have not performed (or XBTO reasonably believes that you will not be able or willing in the future to perform) any of your obligations to it, XBTO may immediately suspend your access to the custody service as stated in this Section 11.
12. Disclaimer and Limitation of Liabilities
12.1 To the maximum extent permitted under applicable law, the Company expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade.
12.2 The Company does not represent or warrant that any materials or information on the Platform or otherwise provided as part of XBTO Services are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components and the Company will not be liable for any losses or damages relating to the same, including but not limited to the following:
12.2.1 any inaccuracy, defect, omission, interruption, error or delay in the transmission of digital assets price data;
12.2.2 regular or unscheduled maintenance of the Platform and service interruption and change resulting from such maintenance; and
12.2.3 any damage caused by illegal actions of other third parties or actions without authorized by the Company.
Any links to third-party websites, platform, clients or service providers from the Platform or otherwise as part of XBTO Services does not imply endorsement by XBTO or the Company of any product, service, information or disclaimer presented therein, nor does XBTO guarantee the accuracy of the information contained on them. We will not be liable for any loss suffered from using such third-party product and service. You are advised to read and understand the applicable policies and terms and conditions of any third-party website or service providers carefully.
Notwithstanding the foregoing, to the maximum extent permitted by applicable law, the Company, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents or representatives shall not be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities, including but not limited to damages for loss of data, information, revenue, profits or other businesses or financial benefits, arising out of its provision of XBTO Services, whether under contract, statute, strict liability or other theory except to the extent of that such damages were a result of XBTO gross negligence, fraud, wilful misconduct or intentional violation of law as may be ruled by a competent court.
12.3 Notwithstanding the foregoing, in no event will the liability of the Company, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents or representatives exceed the amount of the fees paid by you to XBTO under this Agreement in the twelve-month period immediately preceding the event giving rise to the claim for liability.
13. Indemnification
13.1 You shall indemnify and hold harmless the Company, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to the following:-
13.1.1 your conduct on XBTO;
13.1.2 your breach or our enforcement of this Agreement; or
13.1.3 your violation of any applicable law, regulation, or rights of any third party during your use of XBTO Services.
13.2 Where Section 9.3 becomes applicable, the Company shall have the right, in its sole discretion, to control and determine the approach for any action or proceeding.
14. Suspension and Termination of Services
You agree that XBTO shall have the right to immediately suspend your Account, freeze, lock or place on hold any portion or all of the digital assets or funds in your Accounts, and suspend your access to XBTO for any reason, including but not limited to the following: -
14.1.1 if we suspect any such Accounts to be in violation of any terms in this Agreement or any applicable laws and regulations,
14.1.2 if we suspect any unusual activities in or unauthorized access to the Account;
if we suspect or are informed that any digital assets or funds held in your Account are not lawfully possessed by you;
14.1.3 if we are required to do so by a court order or any regulatory or governmental bodies;
14.1.4 if you become subject to any criminal investigation, proceeding or litigation;
14.1.5 if any information that you have provided is untruthful, inaccurate, outdated or incomplete;
14.1.6 any other circumstances where XBTO deems at its sole discretion it should terminate XBTO Services.
14.2 You agree that XBTO shall not be liable to you for any suspension or termination of your access to all or any portion of XBTO Services, any suspension or termination of your Account or any digital assets or funds being frozen, locked or placed on hold in accordance with this Agreement. XBTO shall reserve the right to keep and use the transaction data or other information related to such Accounts in accordance with the Privacy Policy. Any remaining digital assets or funds in your Account subsequent to a suspension of your account shall be handled in accordance with Section 5.2.4.
14.3 You agree that XBTO shall maintain full custody of the digital assets, funds and User data/information which may be turned over to governmental authorities in the event of the suspension of the Account or the freezing, locking or placing on hold of any digital assets or funds arising from fraud investigations, investigations of violation of the terms of this Agreement or any applicable laws and regulations.
14.4 You may terminate this Agreement at any time by contacting us for assistance in closing your Account. We reserve our right to refuse to close your Account for any reason, including but not limited to if we determine, in our sole discretion, that such closure is being performed in an effort to avoid paying any amounts due to us or otherwise to evade any legal obligations. You should withdraw any remaining balance of digital assets and funds prior to issuing a request to close your Account.
15. Privacy Policy
15.1 We will collect, use and share your personal information in accordance with the Privacy Policy.
16. Compliance with Local Laws
16.1 You shall be responsible for abiding by local laws in relation to the legal usage of XBTO Services in their local jurisdiction as well as other laws and regulations applicable to Users, including but not limited to any taxation obligations.
16.2 You agree and acknowledge that the fact that the Platform is accessible in a certain jurisdiction, that the Platform or XBTO allows the use of or uses the official language of such jurisdiction, that the Platform accepts the official currency of such jurisdiction and that the Platform is marketed towards consumers in such jurisdiction shall not be construed as a license to use the Platform or XBTO Services in such jurisdiction.
16.3 You acknowledge and declare that all your funds deposited into XBTO come from legitimate sources and do not originate from illegal activities. You agree that XBTO may, at its sole discretion, require you to provide or otherwise collect the necessary information and materials to verify the legality of the sources and use of their funds, and the failure to provide the same shall entitle us to suspend your Account without further notice.
17. Conflicts of Interests
17.1 You acknowledge that if and when we deal on your behalf, we, or some other person connected with us may have an interest, relationship or arrangement that is material in relation to the transaction or service concerned. In the event of a material conflict of interest being identified, we will undertake to remove that conflict in as appropriate and timely manner as possible. If we are unable to remove the conflict, we will notify you of such conflict before undertaking any business with you and advise what options are available to take matters forward. In order to mitigate the risks associated arising from potential conflicts, XBTO has in place strict segregation of duties, management oversight, adequate professional training, and effective compliance programs.
18. Complaints
18.1 Any complaint in relation to any aspect of your relationship with us should be addressed to us via the XBTO or by email at support@xbto.com or such other email address or contact details as we notify you from time to time.
18.2 We will make every reasonable effort to resolve your complaint within a reasonable period of time, depending on the complexity and seriousness of your complaint and in accordance with our complaints policy.
19. Dispute Resolution and Governing Law
19.1 Any Dispute arising out of or in connection with this Agreement, including any question relating to its existence, validity or termination, shall be referred to and finally resolved by arbitration. The number of arbitrators shall be one and the language to be used in the arbitral proceedings shall be English. The law governing the Terms shall be the substantive law of the ADGM. The seat (the legal place) of the arbitration shall be the ADGM and the Arbitration Regulations of the ADGM in force at the date of the reference to arbitration shall apply.
20. Severability
20.1 If any portion of this Agreement are adjudged or otherwise found to be invalid or unenforceable by a competent court or arbitral tribunal for any reason or to any extent, the remainder of this Agreement will remain valid and enforceable, and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law.
21. Entire Agreement
21.1 This Agreement constitutes the entire agreement between the parties regarding use of XBTO Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
22. Independent Parties
22.1 XBTO is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between you and XBTO.
23. Assignment
23.1 You may not assign or transfer any right to use XBTO Services or any of your rights or obligations under these Terms without prior written consent from XBTO, including any right or obligation related to the enforcement of laws or the change of control. XBTO may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
23.2 XBTO may assign, novate, or otherwise transfer any of its rights or obligations under this Agreement to any other person, or sub-contract the performance of any of its obligations under this Agreement (including the performance of the Services), at any time and without your consent, and you hereby consent to such assignment, novation, transfer or subcontracting, and agree to take all actions (including by way of executing documents) and other assistance required by XBTO to ensure that any such assignment, novation, transfer or subcontracting is effective and enforceable. If you object to such assignment, novation, transfer or sub-contracting you may stop using our Services and terminate this Agreement by contacting us and requesting us to close your Account.
24. Force Majeure
24.1 If XBTO is unable to perform XBTO Services as stipulated in this Agreement due to circumstances out of our control, including but not limited to, change of law, regulations or policy, or an event of force majeure including but not limited to riots, acts of God, malicious acts of damage, fires, technical failure, downtime or outages of any liquidity provider partnered with XBTO, XBTO shall not be held liable.