Sequence Strategies Limited ("Sequence") is a company incorporated in the British Virgin Islands whose registered office is located at Belmont Chambers, Road Town, Tortola, VG1110, British Virgin Islands. You need to carefully read and accept the terms and conditions of this Agreement before electronically signing it. You understand that electronically signing this Agreement is the legal equivalent of your manually signing this Agreement, and you will be legally bound by its terms and conditions in their entirety. IMPORTANT NOTICE PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SOFTWARE. USE OF THE SOFTWARE TO MANAGE THIRD-PARTY CRYPTOCURRENCY HOLDINGS IN ANY WAY IS STRICTLY PROHIBITED. THESE TERMS CONTAIN A LIMITATION OF OUR LIABILITY (SECTION 15), AN INDEMNITY IN OUR FAVOUR (SECTION 16), AND A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER (SECTION 13). These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Sequence Strategies Limited, a company incorporated in the British Virgin Islands ("Company," "we," "us," or "our"). By accessing or using the Sequence Strategies software platform ("Software"), you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, the Fee Agreement, and the Risk Disclosure. If you do not agree to these Terms, you must not access or use the Software.
DEFINITIONS In these Terms: "API Keys" means the application programming interface credentials that enable the Software to connect to your exchange accounts. "Exchange" means any third-party cryptocurrency exchange platform that the Software supports, including but not limited to Binance, Bybit, Bitget, Blofin, OKX, Kucoin, Kraken, and Coinbase. "Fee Agreement" means the fee agreement presented to you before you activate a strategy, as amended from time to time, which sets out the fees payable for your use of the Software and forms part of these Terms. "Risk Disclosure" means the risk disclosure statement presented to you before you activate a strategy, as amended from time to time, which forms part of these Terms. "Software" means the Sequence Strategies trading automation software platform, including all algorithms, strategies, features, updates, and related services, owned and operated by the Company. The Software does not include any Third-Party Services, even where those Third-Party Services are integrated into, accessed through, or relied upon by the Software. "Subscription" means your paid access to the Software pursuant to these Terms and the Fee Agreement. "Third-Party Services" means any product, service, platform, or infrastructure that is owned, operated, or controlled by a person other than the Company and that the Software, our website, or our communications with you connect to, integrate with, or rely on, including without limitation: (i) Exchanges; (ii) order execution, signal routing, and trade automation platforms through which the Software transmits signals or orders to Exchanges (including, without limitation, Cornix (operated by Cornix 10 Ltd), 3Commas (operated by 3C Trade Tech Ltd), and any other execution platform that we may use from time to time); (iii) cloud hosting, server, database, authentication, and network providers; (iv) email, messaging, chat, and notification services (including, without limitation, Telegram and Discord); (v) market data and price feed providers; (vi) blockchain networks; (vii) payment processors, invoicing, and wallet providers; and (viii) analytics, monitoring, and customer support tools. "Virtual Assets" means cryptocurrencies, digital tokens, and other blockchain-based assets.
NATURE OF SERVICE - SOFTWARE ONLY 2.1 Software Provision The Company's sole activity is to provide trading automation software. The Software is a tool that enables you to configure and execute your own trading strategies on supported Exchanges. The Company does not provide:
2.2 Client-Defined Trading The Software executes trading rules that you define and configure by selecting from a predefined algorithm and parameters. All investment and trading decisions are yours alone. The Software operates according to the strategy you select and the parameters you set, and does not exercise any discretion over your trading activities. 2.3 No Control Over Assets The Company does not have custody or control of your Virtual Assets. Your assets remain at all times in your own accounts at the Exchanges you choose. API Keys you provide are configured with trade-only permissions and do not permit the Company or the Software to withdraw, transfer, or move your assets to any external address.
ELIGIBILITY AND REPRESENTATIONS 3.1 General Eligibility To use the Software, you must: (a) Be at least 18 years of age; (b) Have the legal capacity to enter into a binding agreement; (c) Not be prohibited from using the Software under any applicable law; (d) Use the Software only for yourself, not on behalf of third parties (except as permitted for corporate users under Section 3.2). 3.2 Corporate Users If you are using the Software on behalf of a legal entity (such as a company, partnership, or trust), you represent and warrant that: (a) You have authority to bind that entity to these Terms; (b) The entity is duly organized and validly existing under applicable law; (c) The entity's use of the Software complies with all applicable laws and regulations. 3.3 Jurisdictional Compliance You are solely responsible for ensuring your use of the Software complies with all laws and regulations applicable in your jurisdiction. The Company makes no representation that the Software is appropriate or available for use in any particular jurisdiction. 3.4 Restricted Jurisdictions We may restrict or refuse access to the Software, or to particular strategies or features, for persons located in, or resident or citizens of, any jurisdiction in which we or any Third-Party Service on which the Software relies are not permitted to operate or do not wish to operate. We may publish a list of restricted jurisdictions on our website and may update it at any time. You represent that you are not located in, and are not a resident or citizen of, any restricted jurisdiction, and you must notify us promptly if that changes.
USER EXPERIENCE AND SUITABILITY 4.1 Required Experience The Software is a technical trading automation tool designed for users with existing knowledge of cryptocurrency markets and exchange platforms. By using the Software, you represent and warrant that: (a) You have sufficient knowledge and experience in cryptocurrency trading and exchange platforms to understand how the Software operates, including the configuration of trading parameters, API key management, and the risks associated with automated trade execution; (b) You have the financial capacity to bear the economic risk of your trading activities, including the possibility of total loss of all funds in your connected Exchange accounts; (c) You are making your own independent trading decisions and are not relying on any advice, recommendation, or information from the Company; (d) You understand that trading automation software requires careful configuration and monitoring, and that misconfigured parameters, software errors, or failures of Third-Party Services may result in significant financial losses. 4.2 Unsuitability If you do not meet the criteria in Section 4.1, you must not use the Software. The Software is not suitable for individuals who lack experience with cryptocurrency trading or who do not understand the technical and financial risks of automated trade execution.
RISK ACKNOWLEDGMENT 5.1 TRADING RISK TRADING CRYPTOCURRENCIES INVOLVES SUBSTANTIAL RISK, INCLUDING THE RISK OF TOTAL LOSS OF ALL FUNDS IN YOUR CONNECTED EXCHANGE ACCOUNTS. BY USING THE SOFTWARE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (a) TRADING CARRIES RISK. Cryptocurrency trading is highly speculative, and you could lose all of the assets in your connected Exchange accounts. You should not use the Software with funds you cannot afford to lose entirely. (b) CRYPTOCURRENCIES ARE VOLATILE AND UNPREDICTABLE. Cryptocurrency prices can fluctuate dramatically in short periods. Market conditions can change rapidly due to factors including regulatory announcements, technological developments, market manipulation, liquidity issues, and macroeconomic events. (c) PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. Historical trading results, whether your own or displayed by others, are not indicative of future performance. Strategies that were profitable in the past may result in significant losses in the future. (d) WE DO NOT GUARANTEE PROFITS OR PROTECTION FROM LOSSES. The Software is a tool that executes your instructions. We make no representations about the profitability of any strategy or the suitability of the Software for your financial situation. (e) THIRD-PARTY, EXECUTION, AND INFRASTRUCTURE RISKS ARE BEYOND OUR CONTROL. We are not responsible for losses resulting from the failure, error, delay, outage, insolvency, hack, or misconduct of any Exchange or any other Third-Party Service, including order execution and signal routing platforms, hosting and network providers, market data providers, and blockchain networks. This includes, without limitation, orders that are not placed, are placed late, are placed more than once, are placed at an incorrect size or price, or are not closed, and stop-loss or take-profit instructions that are not transmitted, not accepted, or not executed at the intended level. (f) REGULATORY UNCERTAINTY. The legal and regulatory status of cryptocurrencies varies by jurisdiction and is subject to change. Regulatory developments could adversely affect the value of your assets or your ability to trade. (g) LEVERAGE AMPLIFIES RISK. If you use leveraged trading, your potential losses are magnified. You could lose more than your initial margin and may be required to deposit additional funds. (h) SOFTWARE AND AUTOMATION RISK. Like all software, the Software may contain bugs, defects, or errors, and may be affected by connectivity issues, API rate limits, latency, maintenance, or outages. Automated strategies are designed for normal market conditions and may behave unexpectedly during extreme volatility, flash crashes, illiquid markets, or Exchange or Third-Party Service disruptions. Any of these may cause trades to be executed incorrectly, late, or not at all, and may result in losses. (i) RISK PARAMETERS ARE NOT GUARANTEES. Any maximum loss, maximum drawdown, stop-loss level, risk rating, or similar figure displayed in the Software, on our website, or in any strategy description is a design target based on assumptions about normal market conditions and the correct functioning of the Software and all Third-Party Services. It is not a promise, guarantee, or limit on the losses you may actually incur. Your actual losses may exceed any such figure, including as a result of slippage, gaps, illiquidity, Exchange or Third-Party Service failures, or Software errors. 5.2 Confirmation YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPTED THESE RISKS, AND THAT YOU HAVE THE FINANCIAL CAPACITY TO BEAR TOTAL LOSS OF ALL FUNDS USED WITH THE SOFTWARE. 5.3 Risk Disclosure The Risk Disclosure forms part of these Terms. You must read and accept the Risk Disclosure before activating any strategy. In the event of any conflict between the Risk Disclosure and this Section 5, the provision that more fully describes the risk shall apply.
ACCOUNT REGISTRATION AND SECURITY 6.1 Account Creation To use the Software, you must create an account by providing accurate and complete information. You agree to update your information promptly if it changes. 6.2 Account Security You are responsible for: (a) Maintaining the confidentiality and security of your account credentials; (b) Maintaining the security of any API Keys you configure with our Software; (c) Enabling two-factor authentication on your Exchange accounts; (d) All activity that occurs under your account, whether or not authorized by you; (e) Keeping your registered email address up to date and ensuring that emails from @tradewithsequence.com are not blocked by spam filters. 6.3 Unauthorized Access If you suspect any unauthorized access to your account, you must notify us immediately at [email protected] and take steps to secure your account. We may, for security purposes, reset your API connections or require you to re-authenticate. 6.4 API Key Requirements When connecting Exchange accounts: (a) You must use API Keys with trade-only permissions; (b) You must not enable withdrawal permissions on any API Keys used with the Software; (c) You are solely responsible for the security of your API Keys; (d) We reserve the right to disconnect any API Keys that we reasonably believe pose a security risk.
FEES AND PAYMENT 7.1 Fees
Your use of the Software is subject to the fees set out in the Fee Agreement. Fees are calculated as a percentage of your closed trading profits for each strategy you activate, at the rate displayed to you before activation. By activating a strategy, you agree to the Fee Agreement and to the fee rate shown for that strategy. Fees are subject to a high-water mark applied separately to each strategy. Any loss realized on a closed position, including a position closed by a stop-loss, reduces the cumulative closed trading profit of that strategy, and no further fee is charged on that strategy until later closed profits have recovered that loss and the cumulative closed trading profit exceeds the strategy's previous high-water mark. The high-water mark affects only how fees are calculated. It is not a representation that any loss will be recovered. In the event of any conflict between this Section 7 and the Fee Agreement, the Fee Agreement shall prevail in relation to the calculation, invoicing, and payment of fees. 7.2 Payment Methods
We accept payment in the cryptocurrencies specified in the Fee Agreement or on our website [currently Bitcoin (BTC) and Tether (USDT); confirm whether USD Coin (USDC) is accepted]. Payment is considered received when the transaction is confirmed on the relevant blockchain. All network and transaction fees associated with your payment are your responsibility. 7.3 Billing and Non-Payment
Fees are invoiced periodically (monthly or as otherwise specified in the Fee Agreement). If an invoice is not paid within the period specified in the Fee Agreement, we may suspend or terminate your access to the Software, stop all active strategies, and disconnect all Exchange API connections without further notice. You remain liable for all fees accrued before suspension or termination. 7.4 Changes to Fees We may change fee rates for new strategy activations at any time. Any change to the fee rate on a strategy you have already activated requires at least fourteen (14) days' notice. Your continued use of that strategy after the notice period constitutes acceptance of the new rate. You may deactivate the strategy before the new rate takes effect. 7.5 No Refunds All fees paid are non-refundable, including if you choose not to use the Software, if your account is terminated for breach of these Terms, if you experience trading losses, or if the Software does not perform as you expected. Any refund, credit, or fee waiver that we may choose to provide is subject to Section 15.5. 7.6 Taxes You are responsible for all taxes, duties, and other governmental charges associated with your use of the Software and payment of fees, including any withholding tax, VAT, GST, or other taxes applicable in your jurisdiction.
INTELLECTUAL PROPERTY 8.1 Ownership and License Grant The Software, including all platform technology, trading algorithms, strategies, source code, documentation, trademarks, trade names, logos, and related intellectual property, is owned by the Company. Subject to your compliance with these Terms and payment of applicable fees, we grant you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for your personal use as described in these Terms. 8.2 License Limitations Your license: (a) Does not include any right to access the Software in source code form; (b) May be revoked at any time for breach of these Terms;
(c) Is limited to the period for which you have an active account and have paid all applicable fees; (d) Will automatically terminate when your account is terminated for any reason. 8.3 No Transfer of Ownership You acknowledge that:
(a) Nothing in these Terms transfers any ownership interest in the Software or its intellectual property to you; (b) All rights not expressly granted to you are reserved by the Company; (c) You must not use any of our trademarks, trade names, or logos without our prior written consent. 8.4 User Content You retain ownership of any content you create using the Software, such as trading strategy configurations. By using the Software, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process your content for the purposes of: (a) Providing the Software; (b) Improving and developing our products; (c) Generating anonymized, aggregated analytics. You represent that you have all necessary rights to grant this license.
PROHIBITED USES You must not: (a) Use the Software to manage assets belonging to third parties; (b) Use the Software for any illegal purpose, including money laundering, sanctions evasion, tax evasion, or fraud; (c) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software; (d) Copy, modify, distribute, sell, lease, or create derivative works of the Software; (e) Remove, alter, or obscure any proprietary notices on the Software; (f) Interfere with or disrupt the operation or security of the Software; (g) Circumvent any access controls, usage limits, or security measures; (h) Use the Software in any way that violates the terms of service of any connected Exchange or Third-Party Service; (i) Engage in market manipulation, wash trading, spoofing, or other abusive trading practices; (j) Use automated means (other than the Software as intended) to access the Software; (k) Attempt to gain unauthorized access to any systems or networks connected to the Software; (l) Use the Software to transmit malware, viruses, or other harmful code; (m) Impersonate any person or entity or misrepresent your affiliation with any person or entity.
SANCTIONS COMPLIANCE 10.1 Representations By using the Software, you represent and warrant that: (a) You are not subject to trade embargoes or economic sanctions imposed by the British Virgin Islands; (b) You are not located in, a citizen of, or resident of any country or region subject to comprehensive sanctions, including but not limited to: Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the Donetsk People's Republic, and the Luhansk People's Republic; (c) You are not named on any restricted persons list, including the US OFAC Specially Designated Nationals (SDN) list, US BIS Denied Persons list, UK OFSI financial sanctions lists, or EU consolidated sanctions list; (d) You are not owned or controlled by any person or entity described in (a), (b), or (c) above. 10.2 Ongoing Obligation If you become subject to sanctions after commencing use of the Software, you must immediately: (a) Cease using the Software; (b) Notify us at [email protected] 10.3 Our Rights We reserve the right to: (a) Terminate or suspend your access immediately if we reasonably believe you are subject to sanctions; (b) Restrict services in certain jurisdictions at our sole discretion; (c) Cooperate with authorities investigating sanctions violations.
THIRD-PARTY SERVICES AND EXECUTION PROVIDERS 11.1 Exchanges The Software connects to third-party cryptocurrency Exchanges. We are not affiliated with, endorsed by, or responsible for any Exchange. Your use of any Exchange is subject to that Exchange's terms of service and policies. 11.2 No Responsibility for Third-Party Services We are not responsible for: (a) The availability, performance, security, or actions of any Exchange or other Third-Party Service; (b) Downtime, maintenance, or service interruptions of any Exchange or other Third-Party Service; (c) API changes, deprecations, rate limits, or limitations imposed by any Exchange or other Third-Party Service; (d) The insolvency, bankruptcy, or cessation of operations of any Exchange or other Third-Party Service; (e) Security breaches, hacks, or theft at any Exchange or other Third-Party Service; (f) Regulatory actions against any Exchange or other Third-Party Service; (g) Any errors, delays, or failures in the transmission, receipt, acceptance, or execution of orders or instructions by any Exchange or other Third-Party Service; (h) Any losses resulting from any of the matters described in this Section 11.2. 11.3 Supported Exchanges and Providers The list of supported Exchanges and the Third-Party Services used by the Software may change at any time. We do not guarantee continued support for any particular Exchange or continued use of any particular Third-Party Service. 11.4 Execution Providers You acknowledge that the Software may transmit trading signals and orders to Exchanges through one or more third-party order execution or signal routing platforms (each an "Execution Provider"). Execution Providers are Third-Party Services. We do not own, operate, or control any Execution Provider, and we do not guarantee that any Execution Provider will receive, accept, transmit, or execute any signal or order correctly, completely, on time, or at all. You acknowledge that Execution Providers and other Third-Party Services generally exclude or limit their own liability to us under their terms of service, so that we may have no or only limited recourse against them for losses suffered by you, and that the limitations in Section 15 reflect this. Any loss arising from the acts, omissions, errors, delays, outages, or failures of an Execution Provider is subject to Sections 5, 12, and 15 of these Terms. We may use one or more Execution Providers at any time, may route different strategies, Exchanges, or accounts through different Execution Providers, and may add, replace, or discontinue any Execution Provider without notice to you. The provisions of these Terms relating to Execution Providers and Third-Party Services apply equally to every Execution Provider we use, whether or not it is named in these Terms. 11.5 Third-Party Terms Your use of any Third-Party Service may be subject to that Third-Party Service's own terms and policies, and you are responsible for complying with them. We are not a party to any agreement between you and a Third-Party Service. 11.6 Communications and Notifications We may send you account, billing, trade, and strategy notifications by email or through messaging services such as Telegram or Discord. These channels depend on Third-Party Services and on your own devices, settings, and connectivity. We do not guarantee that any notification will be delivered, or delivered on time, and you must not rely on notifications from us as your only means of monitoring your positions. You are responsible for monitoring your Exchange accounts directly.
DISCLAIMER OF WARRANTIES 12.1 "As Is" Basis THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. 12.2 Disclaimer TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: (a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF ANY INFORMATION PROVIDED THROUGH THE SOFTWARE; (d) WARRANTIES THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (e) WARRANTIES REGARDING THE RESULTS OR OUTCOMES OF USING THE SOFTWARE; (f) WARRANTIES THAT ANY ORDER, SIGNAL, OR INSTRUCTION WILL BE TRANSMITTED, ACCEPTED, OR EXECUTED CORRECTLY, COMPLETELY, ON TIME, AT ANY PARTICULAR PRICE, OR AT ALL, WHETHER BY THE SOFTWARE, AN EXCHANGE, OR ANY OTHER THIRD-PARTY SERVICE; (g) WARRANTIES THAT ANY STOP-LOSS, TAKE-PROFIT, MAXIMUM LOSS, MAXIMUM DRAWDOWN, OR OTHER RISK PARAMETER WILL BE HONOURED OR WILL LIMIT YOUR LOSSES; (h) WARRANTIES THAT OUR WEBSITE, DASHBOARD, OR ANY NOTIFICATION OR COMMUNICATION CHANNEL WILL BE AVAILABLE, ACCURATE, OR DELIVERED ON TIME. 12.3 No Guarantee of Profits WE MAKE NO WARRANTY OR REPRESENTATION THAT USE OF THE SOFTWARE WILL RESULT IN PROFITS OR AVOIDANCE OF LOSSES. TRADING RESULTS DEPEND ON MANY FACTORS BEYOND OUR CONTROL.
DISPUTE RESOLUTION 13.1 Governing Law These Terms shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law principles. 13.2 Negotiation Before initiating any formal dispute resolution proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of thirty (30) days. 13.3 Arbitration If negotiation fails, any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration administered by the BVI International Arbitration Centre ("BVI IAC") in accordance with its Arbitration Rules in effect at the time of the arbitration. The arbitration shall be: (a) Seated in the British Virgin Islands; (b) Conducted in English; (c) Decided by a single arbitrator appointed in accordance with the BVI IAC Rules. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. 13.4 Costs Each party shall bear its own costs in connection with any dispute, except that the arbitrator may award costs and attorneys' fees to the prevailing party as permitted by applicable law. 13.5 Class Action Waiver TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SOFTWARE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. YOU AGREE TO WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST THE COMPANY. The arbitrator may not consolidate claims of multiple parties or preside over any form of representative or class proceeding. 13.6 Consumers and Mandatory Rights Nothing in this Section 13 or elsewhere in these Terms excludes or limits any right or remedy that you have under the mandatory laws of the country in which you habitually reside and that cannot be excluded or limited by agreement. If you are a consumer habitually resident in the European Economic Area, the United Kingdom, or Switzerland, Sections 13.2 to 13.5 do not prevent you from bringing a claim in the courts of your country of residence where mandatory law gives you that right, and you may also be entitled to use an alternative dispute resolution procedure available in your country.
TERMINATION 14.1 Termination by You You may terminate your account at any time by: (a) Canceling your Subscription through your account settings; and (b) Disconnecting all Exchange API connections. 14.2 Termination by Us We may terminate or suspend your account: (a) Immediately, without notice, if you materially breach these Terms; (b) Immediately, without notice, if required by law or to comply with sanctions; (c) Immediately, without notice, if we reasonably believe your account is being used for fraud, illegal activity, or in violation of these Terms; (d) Immediately, without notice, if any invoice remains unpaid after the period specified in the Fee Agreement; (e) With seven (7) days' notice, for any other reason at our sole discretion. 14.3 Effect of Termination Upon termination: (a) Your right to access and use the Software will immediately cease; (b) Your license under Section 8.1 will terminate; (c) All active strategies will be stopped and all API connections will be disconnected; (d) You remain liable for any fees accrued before termination; (e) If we terminate for your breach, you are not entitled to any refund; (f) We may delete your account data, except as required by law or as set out in our Privacy Policy. 14.4 Survival The following sections shall survive termination: Sections 1, 4, 5, 8.3, 8.4, 9, 11, 12, 13, 14.3, 14.4, 15, 16, and 17.
LIMITATION OF LIABILITY 15.1 Liability Cap TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE FEE AGREEMENT, THE RISK DISCLOSURE, OR YOUR USE OF THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED: ONE THOUSAND US DOLLARS (USD 1,000). 15.2 Exclusion of Damages IN NO EVENT SHALL WE OR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY: (a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (b) LOSS OF PROFITS, REVENUE, OR ANTICIPATED SAVINGS, INCLUDING ANY TRADING PROFIT THAT YOU CLAIM YOU WOULD HAVE MADE; (c) TRADING LOSSES, LOSSES ON INVESTMENTS, OR REDUCTION IN THE VALUE OR BALANCE OF ANY EXCHANGE ACCOUNT; (d) LOSS OF TRADING OPPORTUNITIES; (e) LOSS OF DATA OR TRADING HISTORY; (f) LOSS OF GOODWILL OR REPUTATION; (g) COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (h) ANY OTHER INTANGIBLE LOSSES; WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15.3 Execution, Software, and Third-Party Losses WITHOUT LIMITING SECTIONS 15.1 AND 15.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY LOSS ARISING FROM: (a) ANY ORDER, SIGNAL, OR INSTRUCTION THAT IS NOT TRANSMITTED, IS TRANSMITTED LATE, IS TRANSMITTED MORE THAN ONCE, IS TRANSMITTED AT AN INCORRECT SIZE OR PRICE, OR IS NOT EXECUTED, WHETHER BY THE SOFTWARE, AN EXCHANGE, AN EXECUTION PROVIDER, OR ANY OTHER THIRD-PARTY SERVICE; (b) ANY STOP-LOSS, TAKE-PROFIT, MAXIMUM LOSS, MAXIMUM DRAWDOWN, OR OTHER RISK PARAMETER THAT IS NOT HONOURED, OR THAT IS EXECUTED AT A PRICE OR LEVEL DIFFERENT FROM THE ONE DISPLAYED OR CONFIGURED; (c) ANY BUG, DEFECT, ERROR, OUTAGE, LATENCY, OR CONNECTIVITY ISSUE AFFECTING THE SOFTWARE OR ANY THIRD-PARTY SERVICE; (d) ANY ACT, OMISSION, INSOLVENCY, OR FAILURE OF ANY EXCHANGE, EXECUTION PROVIDER, OR OTHER THIRD-PARTY SERVICE. TO THE EXTENT ANY SUCH LIABILITY CANNOT BE EXCLUDED, IT SHALL BE SUBJECT TO THE CAP IN SECTION 15.1. 15.4 Exceptions The limitations in this Section 15 do not apply to liability arising from: (a) Our fraud or fraudulent misrepresentation; (b) Our wilful misconduct; (c) Death or personal injury caused by our negligence; (d) Any liability that cannot be excluded or limited under applicable law, including mandatory consumer protection law applicable to you under Section 13.6. 15.5 Goodwill Payments and No Admission Any refund, credit, fee waiver, reimbursement, or other payment or accommodation that we provide to you in connection with any complaint, incident, or claim (a "Goodwill Payment") is provided at our sole discretion. A Goodwill Payment does not constitute an admission of liability, fault, or breach by us or by any Third-Party Service, does not waive or enlarge any right or defence of either party, and does not create any obligation to make any further or similar payment to you or to any other person. We may make any Goodwill Payment conditional on your signing a written release in a form acceptable to us. Nothing in this Section 15.5 prevents the parties from agreeing a full and final settlement in a signed written agreement. 15.6 Basis of the Bargain YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 15 ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN YOU AND US, THAT THE FEES REFLECT THIS ALLOCATION OF RISK, AND THAT WE WOULD NOT PROVIDE THE SOFTWARE WITHOUT THESE LIMITATIONS.
INDEMNIFICATION 16.1 Your Indemnification Obligations You agree to defend, indemnify, and hold harmless the Company and its affiliates, directors, officers, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to: (a) Your breach of these Terms, the Fee Agreement, or the Risk Disclosure; (b) Your use or misuse of the Software; (c) Your trading activities and decisions; (d) Your violation of any applicable law or regulation; (e) Your infringement of any third-party rights; (f) Your violation of any Exchange's or Third-Party Service's terms of service; (g) Any claim by a third party related to your use of the Software, including any claim that you used the Software to manage assets belonging to a third party; (h) Any taxes or duties arising from your use of the Software. 16.2 Procedure We will promptly notify you of any claim subject to indemnification. You shall not settle any claim without our prior written consent if the settlement would impose any obligation on us or admit liability on our behalf.
GENERAL PROVISIONS 17.1 Privacy Your use of the Software is subject to our Privacy Policy, which describes how we collect, use, and protect your personal data. By using the Software, you acknowledge that you have read and understood our Privacy Policy. If you are located in the European Economic Area, United Kingdom, or Switzerland, additional rights and protections apply as described in the Privacy Policy. Your personal data may be transferred to and processed in the British Virgin Islands and other countries outside the European Economic Area that may not provide the same level of data protection as your home country. Where required, we use Standard Contractual Clauses approved by the European Commission to protect your data during such transfers. 17.2 Modifications to Terms We may modify these Terms at any time. For changes that materially affect your rights or obligations, we will provide at least fourteen (14) days' notice via email or through the Software. Your continued use of the Software after changes become effective constitutes acceptance of the modified Terms. If you do not agree with any changes, you must terminate your account before the changes take effect. 17.3 Modifications to Software We may modify, update, or discontinue any aspect of the Software at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Software or any feature thereof. 17.4 Notices Notices to you may be sent to the email address associated with your account or displayed through the Software. Notices to us must be sent by email to [email protected] or by post to Sequence Strategies Limited, Belmont Chambers, Road Town, Tortola, VG1110, British Virgin Islands. Notices are deemed received when sent by email (upon sending) or five (5) business days after posting. 17.5 Assignment You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void. 17.6 Entire Agreement These Terms, together with the Privacy Policy, the Fee Agreement, and the Risk Disclosure, constitute the entire agreement between you and us regarding the Software and supersede all prior agreements, understandings, and communications. In the event of any conflict, the following order of precedence applies: (i) the Fee Agreement, in relation to the calculation, invoicing, and payment of fees only; (ii) these Terms; (iii) the Risk Disclosure; (iv) the Privacy Policy, in relation to personal data only. 17.7 Severability If any provision of these Terms is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect. 17.8 No Waiver Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by us. 17.9 No Partnership Nothing in these Terms creates any partnership, joint venture, agency, franchise, or employment relationship between you and us. You have no authority to bind us in any way. 17.10 Force Majeure Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to: natural disasters, war, terrorism, riots, government actions, regulatory changes, Exchange or Third-Party Service failures or suspensions, network outages, cyberattacks, blockchain network congestion, or pandemic. 17.11 Language These Terms are written in English. If translated into any other language, the English version shall prevail in case of any inconsistency. 17.12 Headings Section headings are for convenience only and shall not affect the interpretation of these Terms.
CONTACT INFORMATION If you have any questions about these Terms, please contact us at: Sequence Strategies Limited Belmont Chambers, Road Town, Tortola, VG1110, British Virgin Islands Email: [email protected]
ACKNOWLEDGMENT BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT: