1.1 These Terms are made between you (hereinafter referred to as “you” or “your”) and Emtri Corp (GI) Limited (“Emtri Corp”, “we”, “us” or “our”). If you are acting on behalf of a body corporate, references to “you” shall include both you and such body corporate.
1.2 Except as otherwise stated, these (i) Terms (as amended from time to time), together with the (ii) Risk Warnings, (iii) Fee Schedule, (iv) Margin Service Terms, (v) Liquidity Provider Terms, (vi) Market Rules and (vii) any other documents, policies or terms referenced in these Terms or published on the “Legal” page of the Platform Site from time to time (all of which together, “Policies”) are expressly incorporated into these Terms by reference, shall govern your use of (x) Emtri Corp’s digital currency trading and related services platform (the “Platform”) and (xi) related websites (including the Platform Site), services, mobile applications, software, products, tools, smart contracts, materials and content (collectively, referred to as the “Services”).
1.3 In respect of certain features of the Services, you may be required to accept additional terms and conditions governing the use of such features, which additional terms and conditions shall be incorporated into these Terms by reference.
1.4 By registering an Account with the Platform and/or by accessing and using the Services, you confirm that you have read and accept these Terms in their entirety and agree to be bound by them. If you do not agree with any clauses set out in these Terms, you must not register an Account or otherwise access or use the Services. Agreeing to these Terms alone does not entitle you to register an Account or allow you access to the Platform to trade digital currencies.
Capitalized words used in these Terms are defined, and shall have the meaning given to them, in these Terms, including the Appendix. The definitions and rules of interpretation set out in the Appendix shall apply in these Terms.
3.1 Emtri Corp is a S-Corp registered in the State of California
3.2 Emtri Corp is a published token provider and is authorized to operate the Platform by the Abby Technology token issuer by the Financial Services Act 2019.
3.3 Please note that, although by accepting these Terms you are entering into an agreement with Emtri Corp, our affiliates, agents, third party service providers and sub custodians may provide services to you on our behalf or to us that are ancillary to or incidental to the Services.
4.1 The Platform is the digital currency trading and related services platform operated by Uniswap Decentralized Exchange. Account holders may access and use the Platform to buy, sell and hold digital currencies that are approved for trading by the Platform from time to time.
4.2 The Platform is accessible through the web or mobile platform interface or approved API connection for the Platform.
4.3 We reserve the right to determine which fiat and/or digital currencies:
(a) will be made available to users for trading or other purposes on the Platform generally from time to time; and/or
(b) will be made available specifically to you for trading or other purposes on the Platform from time to time.
We may discontinue support for or the availability of any particular fiat and/or digital currency at any time. Unless we are of the view that we are prohibited from doing so under Applicable Law, we will use reasonable endeavors to give prior Notice of any decision to discontinue support for or the availability of a particular fiat and/or digital currency before such discontinuance takes effect.
4.4 We make no representation or warranty as to whether any digital currency made available for trading or other purposes on the Platform constitutes a security, financial instrument, derivative, or digital representation of a fiat currency or other assets.
4.5 We do not provide any investment, accounting, tax or legal advice in connection with the Services described in these Terms. Notwithstanding any other provision hereof, you understand and agree that we accept no responsibility for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operation of the Platform and your use of the Platform be deemed to create a relationship that includes the provision of or tendering of investment advice. We may provide information on the price, range and volatility of digital currencies that are available for trading or other purposes on the Platform and events that are relevant to such digital currencies, but this shall not constitute investment advice and should not be relied on. Any decision to purchase, sell or hold digital currencies is solely your decision and we shall not be liable for any loss suffered.
4.6 The following additional features are offered in relation to the Platform:
(a) Trading account service (“Spot Account”) – You may receive Permitted Fiat Currencies (PFC) and Permitted Digital Currencies (PDC) in, and transfer PFCs and PDCs to and from, your Account in accordance with these Terms. The assets in your Account will be recorded in your Spot Account, as provided in these Terms. A Spot Account will be designated for each asset trading pair. Emtri Corp does not hold or obtain any beneficial ownership interest in any PFC or PDC recorded in your Spot Account and such assets shall be segregated from Emtri Corp’s own assets. No interest shall accrue on assets recorded in the Spot Account. You hereby appoint us to act as the custodian of the assets recorded in your Spot Account in accordance with these Terms and we accept such appointment and the obligations, duties, and responsibilities set out in these Terms. You agree that you intend for Emtri Corp to act as bare trustee with respect to the assets recorded in your Spot Account. Emtri Corp shall administer the assets recorded in your Spot Account in accordance with your instructions and these Terms. You understand and accept that we may perform any of our duties, obligations or responsibilities under these Terms, including custody of the assets recorded in your Spot Account, through sub custodians, third party service providers, agents, and affiliates.
(b) Margin trading features (“Margin Services”) – If you wish to use the Margin Services to engage in any margin trading activities, you will be required to read and accept our Margin Service Terms and to meet the relevant eligibility requirements thereunder. The Margin Service Terms are supplemental to these Terms and are incorporated into these Terms by reference. In the event of any conflict or inconsistency between these Terms and the Margin Service Terms, the Margin Service Terms shall prevail.
(c) Provision of liquidity (“Liquidity Services”) – If you are eligible, you may contribute fiat and/or digital currencies by pairs to one of the pools of assets established by Emtri Corp (each a “Liquidity Pool”) for the purposes of: (i) providing liquidity on the Platform in relation to asset pairs that are available for trading from time to time; and (ii) enabling loans to users of the Platform who wish to use the Margin Services to engage in margin trading activities. If you wish to provide Liquidity Services, you will be required to read and accept our Liquidity Provider Terms and to meet the relevant eligibility requirements thereunder. The Liquidity Provider Terms are supplemental to these Terms and are incorporated into these Terms by reference. In the event of any conflict or inconsistency between these Terms and the Liquidity Provider Terms, the Liquidity Provider Terms shall prevail.
4.7 From time to time, we may make features, add-ons, customizations or versions of the Platform or Services available on a special basis, such as making such features, add-ons, customizations or versions available at no charge, with limited or pre-release functionality, or for a limited time to try available functionality, such as alpha, beta, trial or no-charge designated Services (“Special Services”). Special Services may not be covered by support, and we may change a Special Service as well as any restrictions or requirements for continued use of a Special Service or our obligations in providing such Special Service at any time and without notice. We are not obligated to release a Special Service or make an equivalent service generally available. An alpha, beta, experimental or customized service may not be at a level of performance or compatibility of generally available services, may not be fully tested, and may not comply with the security practices for the Services. We may discontinue providing a Special Service any time and without notice. You assume all risk associated with your or your users’ use of Special Services.
5.1 Buying, selling, holding and otherwise participating in trading and other activities involving or relating to digital currencies carries significant risk of financial loss. Such risks include those described in our Risk Warnings, which are expressly incorporated into these Terms by reference.
5.2 By accepting these Terms and using the Services you expressly acknowledge, accept and assume all the risks related to the use of the Platform and the Services, including the risks described in these Terms and in the Risk Warnings.
6.1 By registering an Account with Emtri Corp and/or accessing and using the Services, you represent and warrant at the time you register the Account and on an ongoing basis, including each time you access the Account or use any of the Services, that:
6.1.1. if you are a natural person, (i) you are at least 18 years of age, (ii) you have sufficient legal capacity under the laws of any jurisdiction to which you may be subject to enter into an agreement with Emtri Corp on these Terms, (iii) your acceptance of these Terms is valid, binding and enforceable against you, and does not violate the terms of any other agreement or obligation to which you or your assets are subject, (iv) your use of the Services is permitted by Applicable Law, and (v) you are not a citizen or resident of, or located in, the United States or any Prohibited Jurisdiction;
6.1.2. if you are acting on behalf of any legal entity (we refer to any legal entity, regardless of organizational form, as a “corporate body” in these terms), you warrant and represent that (i) you are authorized to act on behalf of such corporate body, (ii) your acceptance of these Terms on behalf of such corporate body is permitted by Applicable Law and does not violate the terms of any other agreement to which the corporate body or its assets are subject, (iii) such corporate body is duly organized and validly existing under the laws of the jurisdiction in which it is organized, (iv) acceptance of these Terms and use of the Services is within the corporate body’s powers, has been duly authorized by all necessary action on the part of the corporate body, and is valid, enforceable, and binding against such corporate body, and (v) such corporate body is not incorporated, established or registered in or under the laws of the United States or a Prohibited Jurisdiction and its controllers, ultimate beneficial owners, executives, management (internal or external), directors, officers and employees are not citizens or residents of, or located in, the United States or any Prohibited Jurisdiction;
6.1.3. you, and (if applicable) the corporate body you are acting on behalf of, are not subject to any sanctions or trade restrictions administered, imposed, or promulgated by any national or supranational governmental authority, including (i) the United States Department of the Treasury, including the Office of Foreign Assets Control, the United States Department of State, and the United States Department of Commerce, including the Bureau of Industry and Security, (ii) the United Kingdom’s Office of Financial Sanctions Implementation, (iii) the European Union, or (iv) the United Nations (collectively, “Sanctions Laws”);
6.1.4. holding or trading digital currencies and accessing and using the Services is not unlawful or prohibited under the laws of any jurisdiction to which you or the corporate body you are acting on behalf of may be subject and if a license or other authorization is required for such activity under the laws of such jurisdiction, you or the corporate body you are acting on behalf of has obtained and is maintaining such license or authorization;
6.1.5. with respect to any PFC or PDC that you Deposit with Emtri Corp, (i) you have not to your knowledge obtained such PFCs or PDCs from a national or resident of a Prohibited Jurisdiction or any person targeted by Sanctions Laws, and (ii) such PFCs or PDCs are not the direct or indirect proceeds of any criminal or fraudulent activity;
6.1.6. with respect to any PFCs or PDCs for which you request a Withdrawal from your Account, you do not intend to transfer, assign or sell such PFCs or PDCs to a national or resident of a Prohibited Jurisdiction or any person targeted by Sanctions Laws;
6.1.7. you or the corporate body you are acting on behalf of have not previously had an Account suspended or terminated by Emtri Corp;
6.1.8. if you are acting on behalf of others, including in the capacity of asset manager, investment advisor, money transmitter, or Virtual Asset Service Provider (as defined by the Financial Action Task Force), or in any similar capacity or line of business, you are duly licensed to conduct such activities in the jurisdiction(s) that you operate and you are in compliance with all Applicable Law; and
6.1.9. you, and (if applicable) the corporate body you are acting on behalf of, are not insolvent or bankrupt, and you and (if applicable) the corporate body you are acting on behalf of shall ensure that your use of the Services and access to the Platform complies with Applicable Law.
6.2 We may implement measures such as geo-blocking that are designed to prevent access to the Services from certain locations, including Prohibited Jurisdictions. These measures may inadvertently block users who are not in such locations from accessing the Services, but we assume no liability as a result.
6.3 If you are a natural person (acting in your own capacity or on behalf of a corporate body) and you are temporarily present in a Prohibited Jurisdiction, then for so long as you are present in a Prohibited Jurisdiction, you must not use the Services.
6.4 We may change our eligibility criteria at any time, including by introducing additional requirements. If we do so, we shall provide Notice to you before such changes take effect (where possible) and update these Terms in accordance with clause 36 (Variation to these Terms).
6.5 If you no longer meet our eligibility criteria at any time after you create an Account, you must inform us immediately and we may suspend or terminate your Account. This includes where the list of Prohibited Jurisdictions is updated to include your location or the location of the corporate body you are acting on behalf of.
From time to time, we may, subject to Applicable Law and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain users that supplements certain of the economic or other terms of the Terms or the Policies, in each case solely as applicable to that user’s relationship with Emtri Corp and use of the Platform and the Services. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one user may not be available to all, or even any, other users. You do not have any claim against us or the user that receives additional or different rights or terms as a result of a separately negotiated arrangement, and the validity of or enforceability of the Terms or other Policies entered into by and between you and us are not affected by the existence of or the terms and conditions of any separately negotiated arrangements we may have with any other user.
There are circumstances under which we may suspend or terminate your Account or any of the Services, in whole or in part, or your access thereto, in our sole discretion, in accordance with the Terms, the Liquidity Provider Terms (if applicable), or the Margin Services Terms (if applicable), and we may do so immediately without notice to you in the event of certain circumstances as provided therein. We may also impose limits on the amount of fiat or digital currencies that you are able to withdraw from your Account, or suspend withdrawals, in our sole discretion.
The financial situation of Emtri Corp may deteriorate and lead to the inability of Emtri Corp to meet its obligations or cause us to become insolvent or bankrupt or be placed in receivership. If this happens, we may be unable to meet our obligations to you and other users and you may suffer losses.