Terms of Use
[Latest version:Aug 2,2019 ]
This agreement is between you (referenced herein as“you”or with“your”) and VGATE. By accessing, using or clicking “I agree” to any of the services made available by VGATE or one of its affiliates through the website, our mobile applications, or any other related services provided by VGATE or its affiliates as further described in Section 4 below (collectively, the “Services”) you agree that you have read, understood and accepted all of the terms and conditions contained in this Terms of Use agreement (the or these “Terms”). Additionally, when using certain features of the Services, you may be subject to additional terms and conditions applicable to such features.
PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THESE TERMS CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN SECTION 12 BELOW ENTITLED “RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER, GOVERNING LAW.” AS WITH ANY ASSET, THE VALUE OF DIGITAL CURRENCIES CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU WILL LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL CURRENCIES. BY USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTING IN DIGITAL CURRENCIES (2) THAT YOU ASSUME ALL RISKS WITH RESPECT TO YOUR USE OF THE SERVICES AND TRADING IN DIGITAL CURRENCIES AND (3) VGATE IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.
BY ACCESSING, USING OR ATTEMPTING TO USE THE SERVICES IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.
1. Agreement Conditions
VGATE reserves the right to modify or change the Terms at any time and at its sole discretion. VGATE will provide notice of these changes by updating the revised Terms on its website and changing the “[Latest version: ]” date on this page. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the website or released to users. As such, your continued use of VGATE services acts as acceptance of the amended agreement and rules. If you do not agree to any modification to these Terms, you must stop using the Services. VGATE encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
2. Eligibility
By using VGATE service (as defined in Section 5 below), you represent and warrant that you (a) are at least 18 years old or of legal age to form a binding contract under applicable law, (b) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, (c) have not previously been suspended or removed from using our Services and (d) you do not currently have an existing VGATE Account. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.
3. Prohibition of Use
By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as the UN Security Council Sanctions list, designated as a“Specially Designated National”by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”.
VGATE maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.
4. Description of Services
VGATE provides an online digital asset trading platform (crypto to crypto) for products commonly known as cryptographic tokens, digital tokens or cryptographic currency (collectively, “Digital Currency”). VGATE does not provide fiat trading capabilities on as part of the Services. VGATE functions as a trading platform provider and not as a buyer or seller in trades made between traders.
VGATE is also not a market maker. Users must register and open an account with VGATE as further set forth in Section 5 below and deposit digital assets prior to commencement of trading. Traders may request the withdrawal of their digital assets, subject to the limitations as stated in these Terms.
VGATE strives to maintain the accuracy of information posted on the Services however it cannot and does not guarantee the accuracy, suitability, reliability, completeness, performance or fitness for any purpose of the content made available through the Services, and will not be liable for any loss or damage that may arise directly or indirectly from your use of such content. Information on the Services can be subjected to change without notice and is provided for the primary purpose of facilitating users to arrive at independent decisions.
VGATE does not provide investment or advisory advice and will have no liability for the use or interpretation of information as stated on the Services or other communication mediums. All users of the Services must understand that there are risks involved in trading in Digital Currencies. VGATE encourages all users to exercise prudence and trade responsibly within their own means.
5. Guidelines for Usage of the Services
a. License
Subject to your continued compliance with the express terms and conditions of these Terms, VGATE provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services on your computer or other internet compatible device for your personal, internal use only. You are not permitted to use the Services for any resale or commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The content layout, formatting, and features of and access privileges for the Services shall be as specified by VGATE in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms.
These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that VGATE transfers no ownership or intellectual property interest or title in and to the Services or any VGATE intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services are exclusively owned, controlled, and or licensed by VGATE or its members, parent(s), licensors, or affiliates.
VGATE will own any feedback, suggestions, ideas, or other information or materials regarding VGATE or the Services that you provide, whether by email, through the Services or otherwise (“Feedback”). You hereby assign to VGATE all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
b. Restrictions
When you use the Services, you agree and covenant to observe the following:
   1. All the activities that you carry out during the use of the Services will be in compliance with the requirements of applicable laws, regulations, as well as the various guidelines of VGATE:
   2. Your use of the Services will not be in violation of public interests, public ethics or other’s legitimate interests including taking any action that would interfere with, disrupt, negatively affect, or inhibit other Users from using the Services:
   3. You agree not to use the services for engaging in market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering regardless of whether prohibited by law);
   4. The following commercial uses of VGATE data is prohibited unless written consent from VGATE is granted. 1. Exchange services that use quotes or order book information from VGATE. Data feed or data stream services that make use of any market data from VGATE. Any other websites apps services that charge for, or otherwise commercially monetize (including through advertising or referral fees), market data obtained from VGATE.
   5. You may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Properties, or any portion of the Properties without VGATE’s prior written consent.
By accessing the Service, you agree that VGATE shall have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions to apply relevant rules without receiving your consent or giving prior notice to you. Examples of such actions include, but are not limited to:
   ● block and close order requests
   ● freezing your account
   ● reporting the incident to authorities
   ● publishing the alleged violations and actions that have been taken
   ● deleting any information, you published that is in violation
6. Orders and Service Fees
a. Orders
   1. Upon placing an instruction to effect a trade using the Services (an “Order”), your Account will be updated to reflect the open Order and your Order will be included in VGATE’s order book for matching with Orders from other Users.
   2. If all or a portion of your Order is matched with another User, the Services will execute an exchange (a “Trade”). Upon execution of a Trade, your Account will be updated to reflect that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled in accordance with subsection (b) below.
   3. For purposes of effectuating a Trade, you authorize VGATE to take temporary control of the Digital Currency that you are disposing of in the Trade.
b. Cancellations
   1. You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for VGATE to complete such Order.
   2. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. VGATE reserves the right to refuse any cancellation request associated with an Order after you have submitted such Order.
   3. If you have an insufficient amount of Digital Currency in your Account to fulfill an Order, VGATE may cancel the entire Order or may fulfill a partial Order that can be covered by the Digital Currency in your Account (in each case after deducting any fees payable to VGATE in connection with the Trade as described in subsection (c) below).
c. Fees
   You agree to pay VGATE the fees which may be updated from time to time in VGATE’s sole discretion. Any such updated fees will apply prospectively to any trades or other transactions that take place following the effective date of such updated fees. You authorize VGATE to remove any amounts from your Account for any applicable fees owed by you under these Terms.
7. Liability
a. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, THE VGATE MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF VGATE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND VGATE EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, VGATE DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR VGATE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VGATE DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT VGATE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA AND (D) ANY DAMAGES INCURRED BY ANOTHER USER’S ACTIONS, OMISSIONS OR VIOLATION OF THIS AGREEMENT.
THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.
b. Disclaimer of Damages and Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VGATE, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF VGATE AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF VGATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF VGATE’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF VGATE, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF VGATE OR ITS AFFILIATES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO VGATE UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
c. Indemnification
You agree to indemnify and hold harmless VGATE, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Service. If you are obligated to indemnify VGATE, its affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to this clause, VGATE will have the right, in its sole discretion, to control any action or proceeding and to determine whether VGATE wishes to settle, and if so, on what terms.
8. Announcements
Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on where we urge all users to refer to regularly. VGATE will not be held liable or responsible in any manner of compensation should users incur personal losses arising from ignorance or negligence of the announcements.
9. Termination of Agreement
You agree that VGATE shall have the right to immediately suspend your account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the funds in all such accounts, and suspend your access to VGATE for any reason including if it suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that VGATE shall not be liable to you for any permanent or temporary modification, suspension or termination of your Account or access to all or any portion of the Services. VGATE shall have the right to keep and use the transaction data or other information related to such accounts. The above account controls may also be applied in the following cases:
   ● The account is subject to a governmental proceeding, criminal investigation or other pending litigation;
   ● We detect unusual activity in the account;
   ● We detect unauthorized access to the account;
   ● We are required to do so by a court order or command by a regulatory government authority
In case of any of the following events, VGATE shall have the right to directly terminate this agreement by cancelling your Account, and shall have the right to permanently freeze (cancel) the authorizations of your account on VGATE and withdraw the corresponding VGATE Account thereof:
   ● after VGATE terminates services to you;
   ● you allegedly register or register in any other person’s name as VGATE user again, directly or indirectly;
   ● the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify VGATE of your unwillingness to accept the amended Terms;
   ● you request that the Services be terminated; and
   ● any other circumstances where VGATE deems it should terminate the services.
Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the Account termination process, VGATE shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
If VGATE receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, VGATE may, but has no obligation to, place an administrative hold on the affected funds and your Account. If VGATE does place an administrative hold on some or all of your funds or Account, VGATE may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to VGATE has been provided to VGATE in a form acceptable to VGATE. VGATE will not involve itself in any such dispute or the resolution of the dispute. You agree that VGATE will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.
a. Remaining funds after Account termination
Except as set forth in subsection (b) below, once the Account is closed withdrawn, all remaining balance (which includes charges and liabilities owed to VGATE) on the account will be payable immediately to VGATE. Upon payment of all outstanding charges to VGATE (if any), the User will have 5 business days to withdraw all funds from the Account.
b. Remaining funds after Account termination due to fraud, violation of law, or violation of these terms)
VGATE maintains full custody of the funds and User data information which may be turned over to governmental authorities in the event of Account suspension closure arising from fraud investigations, violation of law investigations or violation of these Terms.
10. No Financial Advice
VGATE is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Services. No communication or information provided to you by VGATE is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. VGATE does not recommend that any Digital Currency should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Currency, you should conduct your own due diligence and consult your financial advisors before making any investment decision. VGATE will not be held responsible for the decisions you make to buy, sell, or hold Digital Currency based on the information provided by VGATE.
11. Compliance with Local Laws
It is the responsibility of the User to abide by local laws in relation to the legal usage of VGATE in their local jurisdiction. Users must also factor, to the extent of their local law all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. All Users of VGATE and any of its services acknowledge and declare that the source of their funds come from a legitimate manner and are not derived from illegal activities. VGATE maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the account and funds of Users which are flagged out or investigated by legal mandate.
12. RESOLVING DISPUTES
PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S.
a. Notification of Dispute. Please contact VGATE first! VGATE wants to address your concerns without resorting to formal legal proceedings. Before filing a claim, you agree to try to resolve the dispute informally by contacting VGATE.
b. Agreement to Arbitrate. You and VGATE agree to resolve any claims relating to this Agreement (including any question regarding its existence, validity, termination, or any services or products provided and any representations made by us) through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You agree to first give us an opportunity to resolve any claims by contacting us as set forth in subsection (a) above. If we are not able to resolve your claims within 60 days of receiving the notice, you may seek relief through arbitration or in the Small Claims Tribunals of Singapore (“SCT”), as set forth below.
13. Miscellaneous
a. Independent Parties. VGATE is an independent contractor and not an agent of you in the performance of these Terms. These Terms not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties.
b. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of the Services and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.
c. Force Majeure. VGATE will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond VGATE’s reasonable control.
d. Severability. If any portion of these Terms are held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
e. Assignment. You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. VGATE may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
f. Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
g. Third-Party Website Disclaimer. Any links to third-party websites from the Services does not imply endorsement by VGATE of any products, services or information presented therein, nor does VGATE guarantee the accuracy of the information contained on them. In addition, since VGATE has no control over the terms of use or privacy practices of third-party websites, you should read and understand those policies carefully.
h. Contact Information. For more information on VGATE, you can refer to the company and license information found on the website. If you have questions regarding this agreement, please feel free to contact VGATE for clarification via our Customer Support team.