Terms and Conditions

TERMS AND CONDITIONS

Vector Capital Management Pty Ltd (ACN 643 767 168) (“VCM”) offer the following terms (‘Terms’) to the Clients of VCM services. VCM is registered with the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a digital currency exchange provider (DCE100718280).

Being a Client of VCM, you may participate in the following:

a) access to VCM services through your provision of instructions to VCM authorised staff members;

b) access and usage of the elements publicly available on any website published by VCM (“Website”);

c) access and usage of any designated Client Only elements of any VCM Website and any VCM Web Application(s) (“App”); and

d) the viewing or interaction with any content or information provided through our Website and App.

Our App and Website are intended for use only by residents of jurisdiction(s) as permitted by Australian law.

These Terms constitute an agreement between a Client and VCM.

"VCM", "we", "our" or "us", are references to VCM, associated services and subsidiary Companies, depending on the context. References to "you" or "your" are to the VCM Clients, their nominated individual and any Client appointed Agent.

The terms and conditions of this agreement forms a binding agreement between you and VCM and apply to any Services offered including any Websites and Apps operated by VCM.

You must read the terms and conditions of this agreement carefully. You should regularly check these terms as they can change over time. Changes to these terms shall supersede all previous version when published and distributed.

VCM may enter into other agreements or terms with you. Should any inconsistencies between these Terms and any other agreements or terms, those other agreements or terms will supersede these Terms to the extent of any inconsistency in so far as the provision of our Services.

Use of our Services is contingent upon your acceptance of these terms. If you do not agree to the Terms contained in this document, you may not use our services. If you do not agree with any amendments to these terms you must immediately cease the use of our Services.

1. Definitions

In this Agreement, the following definitions shall apply:

Account means an account opened by the Client directly with us either in their capacity as an individual or any other Entity.

Agent means a third party Entity that has been nominated by the Client to act on their behalf in the operation of the Client’s Account.

AMLCTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and its associated Rules.

App means any web application accessed either online through a browser or downloaded by a Client to a mobile device operated and managed by VCM.

Business Day means a day on which trading banks are open for business in Melbourne excluding a Saturday, Sunday or public holiday.

Banking Account means a banking account operated by VCM with an authorised deposit-taking institution operating either within the jurisdiction of Australia or another jurisdiction.

Client means a person, company or any other Entity with capacity to enter into these Terms, that has met all three conditions below:

(a) made an application to become a Client of VCM, and

(b) been accepted as a Client at the sole direction of VCM, and

(c) acknowledged and agreed to any applicable terms, including these Terms, and any third party Service Provider terms required by VCM in order to facilitate the Services, including Trades.

Client Application Form means the application form required to be completed by a person, company or any other Entity to open an Account as a Client of VCM.

Confidential Information means any information in any form including but not limited to written, oral or graphical representations which is:

(a) designated as confidential by the parties, or

(b) not presently available in the public domain, or

Digital Currency means any form of cryptocurrency, token or currency which exists only in digital or electronic form, uses cryptography on a decentralised system to verify transactions.

Digital Currency Wallet or Wallet means software or hardware capable of storing Digital Currency.

Entity means an individual, company, or organisation that has legal rights and obligations under their respective law(s).

Fees means any fees payable by Clients to VCM and or third parties in connection with the Services, published by VCM and amended from time to time.

Fiat or Fiat currency means any government issued national currency.

Funds means the balance of any digital currency and/or fiat currency provided by a Client to VCM for the purposes of the Services.

Ineligible Persons means any person that is not permitted by the laws of Australia or the laws of their jurisdiction to utilise our Services.

Loss means any loss, harm or damage, including without limitation indirect, incidental, consequential, reliance or special damages for harm to business, lost profits, lost savings or lost revenues whether or not VCM has been advised of the possibility of such loss, harm or damage.

Personal Information refers to information which may be used to reasonably identify Clients of our Services. This includes identification documentation, names, addresses, dates of birth, gender, email addresses, nationality, tax information and telephone numbers. Personal Information may also include information we collect about Client’s individual preferences.

Referrer means an individual or an Entity that has introduced a Client to VCM for the provision of our Services.

Service Providers means any third party services providers used by VCM from time to time and in its sole discretion to facilitate any provision of the Services.

Services means the services as defined in clause 4 of this Agreement, including but not limited to Trading.

Terms means these Terms, including any Schedule(s) and amendments thereto from time to time.

Trade means either a sale or purchase of Digital Currency by VCM at the express instruction of that Client.

Trade Proceeds means any proceeds of a Trade, less Fees.

Website means any website published and operated by VCM.

2. Clients Account

(a) You are able to apply as a Client of VCM by completing a Client Application Form and providing all required supporting documentation with approval of your Account application to be granted at the sole discretion of VCM.

(b) You acknowledge and agree that as part of becoming a Client, you will be bound by the terms and conditions of VCM including the terms and conditions of any third parties associated with facilitating the Services to you.

(c) You authorise us to undertake any actions on your behalf required to facilitate the fulfilment of any Trade and Services to you as a Client, including but not limited to utilising a Service Provider, such as a third party counterparty or liquidity provider, to facilitate or perform each Trade.

(d) You agree to pay any Fees associated with opening your Client account before becoming a Client.

(e) The Parties acknowledge that a Client’s relationship with VCM will not give rise to any fiduciary or equitable duty, which would prevent VCM from providing services to any other Client or Entity.

(f) When establishing an Account, VCM may require a Client to provide requested account information or document electronically or in paper form to assist VCM to verify the Client’s personal information in accordance with our obligations under the AMLCTF Act.

(g) You will agree to provide all reasonable assistance required to assist VCM in maintaining its compliance obligations under the AMLCTF Act and that any failure to do so may lead to the termination of your Account at the sole discretion of VCM. VCM may also report your transaction to AUSTRAC or law enforcement in accordance with its obligations to do so under Australian law.

(h) You must nominate an individual as part of the Client Account opening to provide instructions to VCM in relation to the Services. Such nominated individual shall have the authority to provide the following on behalf of the relevant Client Entity:

(i) Provide express instructions in relation to the Services;

(ii) Execute all necessary documentation and do all things necessary to act as the authorised person to provide instructions on behalf of the Client;

(iii) Provide information or documentation as requested by VCM from time to time.

(i) You must not engage (or act in conjunction with others to engage) in any activity with the purpose, effect or potential effect (whether realised or not) of circumventing or exploiting the intended purposes of VCM, its Services or VCM’s compliance with any applicable laws, including but not limited to the AMLCTF Act.

(j) In addition to the person nominated to provide instructions under clause 1(h), if the Client wishes to nominate an Agent, they can do so subject to the following:

(i) Completing an Agent Nomination form as prescribed by VCM from time to time;

(ii) Providing any other information and documentation as required by VCM from time to time;

(iii) The Agent meeting all checks required to be conducted by VCM to maintain its obligations under the AMLCTF Act; and

(iv) Authorise the Agent to act on your behalf within the scope of the Agent’s authority, as last advised to VCM.

(k) If the Client wishes to revoke or limit an Agent’s authority to act on its behalf, the nominated individual must do so in writing as soon as possible. The Client indemnifies VCM from any liability or loss arising out of:

(i) Any failure by the Client to advise VCM as to the proper scope or any changes to the scope of the Agent’s authority;

(ii) The Agent’s instructions to VCM given prior to you informing VCM in writing about a change, revocation or limitation of the Agent’s authority; and

(iii) The Agent acting outside of the Agent’s purported authority without VCM’s knowledge.

(l) In the event of your death or incapacitation, you authorised VCM to transfer any Funds, Trade Proceeds, fiat currency, cryptocurrency or any other assets owed by VCM to you to your trustee or executor, subject to any identity or compliance checks conducted by VCM at its sole discretion.

3. Clients Warranties

(a) Upon becoming a Client with VCM, you warrant that (including each person on whose account or behalf you are acting):

(i) You are a resident of a jurisdiction where it is lawful to use our Services; or

(ii) Where the Client is not a natural person, that the Client is duly incorporated or otherwise validly existing in accordance with the laws of Australia or any other relevant jurisdiction, and that the Client has the necessary power, authority and capacity to enter into these Terms;

(iii) You are not acting and/or representing as a nominee for, or otherwise for the Account or benefit of, any Ineligible Persons; and

(iv) The information you have provided to VCM is true and accurate, including but not limited to all Personal Information, such as your primary Country of Residence, State/Territory and Postcode (for Australian residents) or the Region, District/City and Postcode (for Permitted Jurisdictions).

(b) As a Client of VCM, you warrant on a continuing basis that:

(i) You are authorised to give instructions on behalf of the relevant Entity or the individual to whom the Account belongs;

(ii) All information you provide to VCM shall be true and correct, accurate, complete and not misleading and that we may rely on that information; and

(iii) You have not engaged in, nor will you participate in any activity in breach of these Terms and of any applicable Australian law.

(iv) In relation to instructions and representations made by a Client’s nominated individual and/or Agent:

(a) VCM is able to rely on those instructions and representations as if they were made by the Client directly without conducting further investigation as to the validity and authenticity of representations and instructions made by your nominated individual or Agent;

(b) VCM has the sole discretion to not act on those instructions and representations for reasons including, but not limited to, forming a suspicion around those instructions and representations;

(c) You agree to indemnify and hold VCM harmless from any liability that arises from the actions performed by VCM in reliance on the instructions and representations made by your nominated individual or Agent; and

(d) You understand the risks of fraudulent instructions being issued by a nominated Individual or Agent.

(v) Any Wallet address or bank account provided by you or your Agent in connection with a Trade or for any reason whatsoever is within your sole control and possession, unless you specifically advise us otherwise in writing.

(vi) You have legal title or interest in all Funds in connection with the Services.

4. Services

(a) VCM’s Services include:

(i) Executing Trades pursuant to your expressed instructions; and

(ii) Holding Funds only for the purposes of facilitating Trades.

(b) A Client who wishes to use VCM’s Services must:

(i) Complete the Client Application Form;

(ii) Provide any information required by VCM or by VCM on behalf of any relevant Service Providers in order to facilitate the Services, including any Trade;

(iii) Provide any information, including Personal Information, required by VCM to meet its obligations in accordance with the AMLCTF Act and authorise VCM to disclose such information to any third parties, such as AUSTRAC, to meet its obligations under said Act; and

(iv) Pay any Fees payable to VCM in consideration for the Services.

(i) VCM does not provide personalised advice on any risks, investment strategies or decisions concerning cryptocurrency or fiat currency.

(ii) VCM does not hold Funds or Trade Proceeds for any purpose other than to facilitate Trades; and

(iii) Any Trade Instruction you, your Agent or nominated individual gives to VCM must include an instruction as to where to deposit the Trade Proceeds.

(d) You acknowledge that VCM may do anything we deem necessary in order to provide the Services to you, including engaging any Service Providers or third parties to carry out any part of the instructions you provide to us.

(e) Any Promotional Trades issued by VCM will be notified to Clients from time to time. VCM at its sole discretion can attach any terms it sees fit, including but not limited to the expiry of the promotion period and the Fees associated with the Promotional Trade.

5. Funds

(a) VCM will hold your fiat Funds or Trade Proceeds in a designated Banking Account(s) controlled by VCM for the purposes of performing the Services, including facilitating Trades;

(b) VCM will hold any Digital Currency in relation to a Trade or Trade Proceeds in Wallet(s) controlled by VCM, including but not limited to custodial or hardware wallets. You acknowledge that VCM may use third party Service Providers to hold Digital Currency, so long as VCM retains control over the Digital Currency.

(c) VCM is not authorised to withdraw or transfer your Funds or Trade Proceeds without your expressed instructions, which can be given in writing directly to us or via email, any Website or any communication app;

(d) VCM can only withdraw and remit your Funds or Trade Proceeds, as instructed, to an account held in your name. VCM is generally unable to remit funds to any third party bank account and may only do so at its sole discretion considering the circumstances of the Services offered and the nexus of the third party account to be remitted to as part of the Services offered to you;

(e) In respect of the Banking Account or Wallet used by VCM specifically for the purposes of operating the Trade Facility and carrying out Client Trade instructions:

(i) You authorise VCM to withdraw from your Funds or Trade Proceeds balance any Fees payable to VCM and/or any relevant third parties;

(ii) You acknowledge VCM may retain all interest earned on your Funds in the Banking Account and may, at its sole discretion, pass on a portion of the earned interest to you;

(iii) VCM may suspend access to your Funds if it deems necessary to prevent a breach of these Terms, the laws of Australia, if required to do so by law or if it is otherwise necessary. Such grounds include, inter alia:

(a) Any breach or reasonable suspicion of breach of the AMLCTF Act and our AMLCTF policy, including where those grounds relate to the suspicion that the Funds or any part thereof were in connection with criminal activity, money laundering or terrorist financing;

(b) We discover that you are not the legal or beneficial owner of the Funds transferred by you to us;

(d) Any other reason we deem at our discretion on a reasonable basis.

(iv) You shall have no claim of access to your Funds or Trade Proceeds during the suspension and you agree to provide assistance with all requests for information in connection with the reason for the suspension.

(v) You acknowledge that VCM’s Service Providers may suspend access your Funds or Trade Proceeds for compliance reasons and VCM has no control over the decisions made by Service Providers. Suspension by a Service Provider will be deemed a suspension by VCM under these Terms and you shall have no claim of access to your Funds or Trade Proceeds during the suspension.

6. Trade Instructions

(a) You acknowledge that VCM acts only as your agent for the sole purpose of submitting your Trade instruction to any Service Provider to facilitate a Trade made on your behalf by VCM. You also agree to be responsible and bound by all contracts, obligations, costs and expenses incurred by VCM in relation to your Trade instruction, including but not limited to the quote rate provided to you prior to your Trade instruction;

(b) You acknowledge that all Trade instructions submitted by you to VCM shall be carried out so in a manner and form as advised prior by VCM to you, and that transmission of instructions by you shall be at your own risk. VCM shall not be responsible for any liability whatsoever in connection with the transmission of your instructions to us prior to our receipt of those instructions. You should not assume that any instruction has been actioned until you receive confirmation that it has from us.

(c) You warrant that any Trade instruction submitted by you or any person claiming to be you, or your Agent is binding, whether directly to us or through any Website or communication app, and can be relied on as a genuine instruction. You further acknowledge that VCM is not required to vet the authenticity of the Trade instruction and can act on the instruction in operating and facilitating the Trade. You also agree to be bound by any Trade Instruction communicated by an Agent nominated by you to VCM and you shall hold VCM harmless from any and all liability, whether in contract or tort, from the instructions provided to VCM by your nominate agent;

(d) VCM has the right, without notice or explanation, not to act on or execute your Trade instruction. VCM also does not guarantee the submission of your Trade instructions to the Service Provider notwithstanding it will use its best endeavours to do so. Reasons for the whole, partial or non-execution of your Trade instruction could arise from multiple factors, including but not limited to:

(i) Your instructions being vague, ambiguous, indecipherable or otherwise not actionable;

(ii) Your instructions would result in a contravention of the laws of Australia or any other country;

(iii) Your instructions would be in contravention of the terms and conditions of VCM or the Service Provider;

(iv) An act or omission or delay by the Service Provider;

(v) The order was unable to be placed on the Service Provider’s platform;

(vi) The Digital Currency or fiat currency is too thinly traded;

(vii) The Digital Currency is unable to be traded due to a trading halt (suspension);

(viii) Your Funds balance is insufficient to process your Trade instruction through the Service Provider; or

(ix) Your Trade instructions not being received in a timely manner by VCM.

(e) Should VCM be unable to execute your Trade instruction for whatever reason, VCM will inform you as soon as practicable and will either i) provide a refund of any Funds in connection with the Trade instructions as soon as practicable, or ii) accept new Trade instructions from you, which displaces any prior unexecuted Trade instruction in relation to the Funds;

(f) You are responsible for providing VCM with your Trade instructions. Under no circumstances will VCM, its Service Providers or agents place a Trade without a Trade instruction from you, your Agent, or nominated person.

(g) VCM reserves its right, at its sole discretion, to only accept Trade instructions which have a certain minimum value, as advised by VCM to you from time to time.

(h) The proceeds from any Trade shall be subject to our Fees, which includes fees to be paid or payable to any Referrer or Service Provider.

(i) VCM is not obliged to offer the same terms in response to a Trade instruction as any previously instructed Trade, regardless of whether the previously instructed Trade was completed.

(j) VCM’s operating hours are Monday to Friday, from 10am to 6pm (excluding Victorian public holidays). While VCM may at its sole discretion undertake Trades on your behalf outside of its operating hours, you acknowledge and agree that there is no expectation for VCM to do so in respect of your Trade instructions. VCM disclaims any Loss or perceived Loss arising out of a failure to execute a trade outside of VCM’s operating hours.

7. Disclaimer and Clients’ Acknowledgements

(a) Trading in Digital Currencies entails risks. You acknowledge and/or agree that:

(i) VCM’s Services are limited to trading or facilitating trade between Digital and Fiat Currency. VCM makes no representation or guarantees whatsoever about the value, performance or growth of any Digital Currency we trade on your behalf or its suitability for your goals, financial conditions or needs. VCM does not offer financial advice or accept responsibility for financial or investment advice given by others, whether in connection with the use of our Services or not.

(ii) You:

(a) Understand the risks associated with trading and holding Digital Currencies and their susceptibility to volatility;

(b) Are solely responsible for your decision to purchase or sell Digital Currency using our Services;

(d) Understand that all Digital Currency transactions are irreversible;

(e) Understand that past performance does not constitute an indicator or assurance of future success or performance in respect of the trading or holding of any Digital Currency; and

(f) Use our Services at your own risk;

(ii) Some jurisdictions may prohibit the purchase, sale or holding of Digital Currency. VCM makes no representation in relation to the legality of Digital Currencies and it is solely your responsibility to ensure that you comply with laws regarding the purchase, sale or holding of Digital Currency in any jurisdiction you may submit to.

(iii) VCM does not provide personalised advice or financial product advice. Any information provided by VCM is of a general nature only, and provided on an "as is" basis without warranties of any kind, either express or implied, including without limitation warranties of title or implied warranties of fitness for a particular purpose.

(iv) You understand you should seek independent professional advice and rely upon your own judgement about your financial position, needs and objectives when using our Services or prior to providing Trade Instructions.

(b) You authorise VCM to provide your information to the Service Provider on an as-needed basis to facilitate the Services to you, including but not limited to the provision of your Personal Information.

(c) You acknowledge and agree that the Personal Information you provide to VCM will be stored on servers operated or controlled by VCM. You further acknowledge that VCM uses servers, which may be located outside of Australia.

(d) You acknowledge and agree to be bound by any applicable Service Provider’s terms and conditions in addition to these terms and conditions.

(e) You acknowledge and agree that VCM, to the greatest extent permissible by law, is not liable for any Loss, regardless of the cause of action (including contract, warranty, strict liability or tort) which you may suffer resulting from:

(i) Your use of or inability to use our Services, including any App and/or Website, and your access to information explicitly or implicitly made or provided by us, notwithstanding any errors or omissions, including negligence.

(ii) Any defects in the technological infrastructure at VCM or the Service Provider, or failure or service interruption of the telecommunications network used by VCM or the Service Provider, which impacts the provision of the Services;

(iii) Any unilateral action by the Service Provider outside of VCM’s control, which causes VCM to be unable to receive or refund any Funds you provided to VCM, to carry out your Trade instructions, to complete a Trade or to distribute Trade proceeds;

(iv) Any omission, inaccuracy, error or fault in your Trade instruction;

(v) Any omission, inaccuracy, error or fault in the information provided or submitted to VCM by you or a person on your behalf and or by a third party;

(vi) Any delay, error, fault or omission in the execution of your Trade instruction;

(vii) Any event of Force Majeure which results in any failure of VCM from performing its obligations to you, including:

(a) An act of God including but not limited to earthquake, flood, fire, explosion, landslide, lightning, action of the elements, force of nature, washout, storm or storm warning or natural disaster;

(b) Strike, lockout, boycott, work ban or other labour dispute or difficulty;

(c) Acts of terrorism, civil disturbance, blockade, embargo, sabotage, insurrection, riot, malicious damage or epidemic; or

(d) Any other causes beyond our control.

(viii) Whether inadvertent or otherwise, your disclosure of your Wallet private key or your Wallet private key otherwise becoming known to third parties;

(ix) Congestion, failure or error on the relevant blockchain or network where Digital Currency is being traded on your Trade instructions;

(x) Your instructions to transfer any Digital Currency to the wrong Wallet address or any fiat Funds to the wrong Banking Account or recipient;

(xi) Any unauthorised access by third parties to your transmission or communication tools, premises or equipment or unauthorised access to or alteration, theft, loss or destruction of Clients’ Wallet, network, systems, applications, data files, programs, procedures, or information through accident, fraudulent means or devices, or by any other method; and

(xii) Fraud by or insolvency of any Service Provider.

(f) You acknowledge and agree that once given, a Trade instruction cannot be withdrawn, amended or cancelled, as the Trade instruction may have already been executed or submitted to a Service Provider for execution.

(g) You agree and acknowledge that it is your sole responsibility to maintain the confidentiality of your Account information and any access to communication tools which you use to communicate your instructions to us. If you believe your account or communication tool has been compromised, please contact VCM immediately.

(h) You acknowledge that any Trade instruction submitted by you will be your sole responsibility and you warrant not to hold VCM liable for any liability suffered resulting from your Trade instruction.

(i) You acknowledge that no credit facility will be provided by VCM to you or on your behalf to the Service Provider for the facilitation of the Trade unless otherwise agreed between the parties in writing.

(j) You acknowledge that Digital Currency is a fungible asset, and the Digital Currency we distribute to you may not be the same Digital Currency that you originally transferred to us.

(k) You acknowledge that you may not assign your Client Account to any other individual or Entity without our expressed written consent and that any such attempted assignment without our consent shall be deemed null and void.

(l) You agree that, to the maximum extent permitted by law, we disclaim liability for all loss or damage arising as a result of being a Client of VCM and your usage of the Services, including your usage via any App or Website. We also disclaim your access to any information expressly or implicitly made or given by us, notwithstanding any error or omission, including negligence.

(m) The provisions of this clause will survive any transaction completed with you and any change or elimination of this Agreement and/or the App and Website.

8. Disclosure of Fees

(a) All Fees will be communicated to you prior to the provision of Services by VCM. Any fees published any Website and App are subject to change without prior notice to Clients. However, VCM will endeavour to notify Clients of any changes to the Fees at a reasonable period prior to any amendments to the current Fees.

(b) You acknowledge that all Fees including Referrer Fees in connection with Services rendered shall be deducted from your Funds or from the proceeds of a Trade as instructed by you.

9. Trademarks and Intellectual Property

(a) Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, and written and other materials that are part of the App and/or Website are copyrights, trademarks and/or other intellectual properties owned, controlled or licensed by the App and/or Website. The App

and/or Website as a whole is protected by copyright, all worldwide rights, titles and interests in and to which are owned by VCM.

(b) All other trademarks, service marks, product names and company names or logos appearing on the App and/or Website are the property of their respective owners. Any use of such trademarks, service marks, product names and company names or logos, including the reproduction, modification, distribution or republication of same without the prior written permission of the owner of same, is strictly prohibited.

(c) The materials on the App and/or Website, and the App and/or Website as a whole, are intended solely for personal, non-commercial use by you. You may download or copy the downloadable materials displayed on the App and/or Website for your personal use only.

(d) No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the materials on the App/Website, the App/Website as a whole, or any related software without the prior written permission of VCM.

10. Notice

(a) Any notice, request, demand or other communication may be sent to your postal or electronic address last notified to us and the notice, request, demand or other communication shall be taken to have been received by you:

(i) When sent by email, it will be treated as received when it enters your information system; or

(ii) When sent by postal address, it will be treated as having been received on the second Business Day after posting.

11. Termination

(a) VCM may terminate these Terms with immediate effect by written notice or from communications via the App or Website.

(b) VCM is entitled to refuse registration, terminate or suspend Client Accounts at its sole discretion, including but not limited to, any risk the Client poses to VCM from maintaining its obligations under the AMLCTF Act and the laws of Australia, or any breach by the Client of these Terms. The termination of your Client Account terminates these Terms as between VCM and you.

(d) Upon termination of your Account registration, you will not be entitled to access VCM’s Services.

(e) Upon termination of your Account or these Terms, where any Trade Instructions you have given to VCM is outstanding, the following will occur as applicable:

(i) For any Trade Instructions where the purchase or sale of Digital Currency has not been commenced, the Trade Instruction is deemed withdrawn by reason of the termination.

(ii) For any Trade Instructions where the purchase or sale of Digital Currency has been completed, VCM will distribute the proceeds, minus any Fees owing to VCM or to the Service Provider, to your nominated Wallet, Banking Account, recipient or beneficiary.

(f) You acknowledge that upon termination, you remain liable for outstanding fees and will pay any outstanding amounts owed to VCM and/or the Service Provider within 7 Business Days of the date of termination. You agree to indemnify VCM from amounts owed to third parties in connection with your usage of the Services including the submission of your Trade instructions.

(g) Notwithstanding the above, your access to the Services will be terminated when one of the following occurs earliest:

(i) The termination of your VCM Account; or

(ii) Your breach of these Terms.

(h) Upon termination, the parties are released from obligations and liabilities arising out of these Terms, save for any obligations in these Terms that expressly or by necessary implication survive termination. For the avoidance of doubt, parties are not relieved from their liability to pay outstanding fees or from their liability for a breach of these Terms prior to termination.

12. Dispute Resolution

(a) In the event of a dispute, in the absence of evidence to the contrary, VCM’s records of electronic or telephone correspondence records shall be definite proof of the email, internet or telephone (as the case may be) contact information between VCM and the Client.

(b) Any dispute, controversy or claim arising out of, relating to or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Melbourne, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.

13. Legal Compliance

You shall use our Services including any App and Website for lawful purposes only. You shall not transmit to VCM either directly or through any App and Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. We reserve the right, in our sole discretion, to refuse to offer you the Services and/or to terminate your access to any App and Website for any breach of this provision or any other provision of this Agreement.

14. Confidentiality

(a) Each Party agrees to ensure that the Confidential Information of the other party (Disclosing Party) is kept confidential.

(b) Where there is a discrepancy between this clause and our privacy policy, our privacy policy will take precedence to the extent that the Confidential Information is personal information covered by our privacy policy.

(c) A party who receives the Disclosing Party’s Confidential Information (Receiving Party) must not, without the express prior written consent of the Disclosing Party:

(i) Directly or indirectly divulge or communicate or otherwise disclose the Confidential Information of the Disclosing Party, in whole or part, to any third party; or

(ii) Use any of the Confidential Information of the Disclosing Party for any purpose other than exercising its rights or fulfilling its obligations under this Agreement.

(d) A Receiving Party must take all precautions that are reasonably necessary to prevent:

(i) Any unauthorised access to the Disclosing Party’s Confidential Information by a third party,

(ii) Any unauthorised disclosure of the Disclosing Party’s Confidential Information to a third party;

(iii) Any unauthorised use of such Confidential Information by any person whatsoever.

(e) A Receiving Party shall inform the Disclosing Party of any suspected or actual incident of unauthorised access, use or disclosure of Confidential Information.

(f) A Receiving Party will not be in breach of its obligations with respect to disclosure of the Disclosing Party’s Confidential Information if it discloses information that:

(i) Was at the time in the public domain;

(ii) It is required to disclose by law; or

(iii) Was developed or obtained independently by the Receiving Party, without the use of any of the Disclosing Party’s Confidential Information.

15. Indemnity

(a) In addition to any other indemnities contained in this Agreement, you agree to indemnify and hold us, the company and our directors, officers, agents, representatives and employees harmless against any actions, claims, demands, proceedings, costs, damages, expenses, liabilities and losses (including without limitation legal costs on a solicitor and client basis) paid, suffered or incurred by us directly or indirectly as a result of:

(i) Us undertaking your instructions in respect of the Services offered by VCM to you;

(ii) Any failure by you to comply with these Terms;

(iii) Any breach of your representations and warranties set forth in these Terms;

(iv) Any default by a Service Provider or banking institution which holds your Funds, or which holds any Digital Currency or Fiat Currency beneficially owned by you in connection with our Services, including in connection with any Trade instruction you provided to us;

(v) Any claims or losses arising out of our distribution of proceeds from a Trade to a recipient or beneficiary as authorised or nominated by you.

(b) Each indemnity in these Terms is a continuing obligation, which is independent of and separate from your other obligations and survives termination of these Terms.

(c) You acknowledge and agree that subject to the laws of Australia and to the maximum extent possible, any liability that arises under these Terms, to the detriment of VCM, shall be limited to at the sole discretion of VCM:

(i) The provision or the cost for the provision of the same Services again in connection with the claim; or

(ii) All Fees earned by VCM or $100 whichever is higher;

(d) Any liability shall be mitigated and limited by any acts or omissions by you resulting in the liability arising.

16. Waiver

The non-existence of or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

17. Severance

Any provision in this Agreement which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this contract or affecting the validity or enforceability of that provision in any other jurisdiction.

18. Governing Law

This Agreement is governed by the laws of the State of Victoria, Australia and all parties agree to submit to the exclusive jurisdiction of the courts of the State of Victoria, Australia.

19. General

We may from time to time change the rules that govern your use of our Services. Your use of our Services following any such change constitutes your agreement to follow and be bound by the terms as changed. We may change, move or delete portions of, or may add to, these terms from time to time.