flexUSD & FLEXAssets Terms of Service
Last updated: March 7, 2022
These Terms of Service represent the entire agreement and understanding between you and Liquidity Technologies Limited, a Cook Islands company (“CoinFLEX”), with respect to the use of the Services.
以下文件通过引用纳入本服务条款：风险披露声明； 隐私政策； 反垃圾邮件政策； 执法请求政策； 和费用表。 如果这些服务条款与网站上包含的任何其他页面、政策、条款、条件、许可、限制或义务之间存在任何不一致，则以这些服务条款为准。
All transactions of Digital Tokens on or off the Site may be subject to fees levied by CoinFLEX as set out and updated in the Fees Schedule (https://coinflex.com/fees/) from time to time.
通过在网站上创建数字代币钱包或使用任何服务，您承认您已阅读、理解并同意这些服务条款，这些条款会不时更新和修订。 如果您不同意受这些服务条款的约束，包括不时的任何后续修订，您不得使用任何服务。 通过使用任何服务，您同意受服务条款的约束。 如果您不想受这些服务条款的约束，您必须停止使用所有服务。
These Terms of Service may be amended by CoinFLEX at any time and without prior notice to you. You should periodically check the Site to confirm that your copy and understanding of these Terms of Service is current and correct. Your continued use of any Services after the effective date of any amendments will confirm your acceptance of these Terms of Service, as amended from time to time.
1.1.4 “Associates” means CoinFLEX and each and every one of their respective shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys who or that are acting or performing or has acted or performed services for the benefit of or on behalf of the Site;
1.1.5 “CoinFLEX” means Liquidity Technologies Ltd, a Cook Islands International Company;
1.1.6 “CoinFLEX Platform” means the website at https://www.coinflex.com, and the company that owns and operates it, Liquidity Technologies, Ltd., a Seychelles International Business Corporation;
1.1.7 “CoinFLEX Platform Customers” means persons or entities who have an account on the CoinFLEX Platform for trading Perpetual Futures Contracts;
1.1.8 “CoinFLEX Reserves” means USDC and other assets belonging to CoinFLEX and held on the CoinFLEX Platform, and margin-collateral CoinFLEX acquires in Perpetual Futures Contracts on the CoinFLEX Platform;
1.1.9 “CoinFLEX Token” means the Digital Token issued and redeemed by CoinFLEX, including flexUSD token backed by USDC, and other Digital Tokens backed by other Underlying Assets issued by CoinFLEX from time to time;
1.1.10 “控制人“是指在任何人或关联公司中拥有超过 25% 权益的任何人；
1.1.11 “版权“具有本服务条款第 10 段规定的含义；
1.1.14 “数字代币“是指作为 (i) 交换媒介的价值的数字表示； (ii) 记账单位； (iii) 一种价值储存手段，和/或 (iv) 其他类似的权利或资产的数字表示，既不由任何国家或司法管辖区发行或担保，也不具有任何国家或司法管辖区的法定货币地位，通常包括区块链 - 基于资产或权利，包括主权加密货币或虚拟货币，如 BTC、BCH 和 ETH；
1.1.19 “法定货币“是指任何国家或司法管辖区指定为法定货币的钱或货币； 以及在发行国家或司法管辖区流通、习惯使用和接受为交换媒介；
1.1.20 “政府“是指任何国家、联邦、州、市、地方或外国政府部门，包括任何部门、机构、分部、局、委员会、法院、法庭、仲裁机构或其他政府、政府指定、 或准政府机构或部分行使行政、立法、司法、监管或行政权力、权力或政府机构的或与其相关的职能，包括任何准政府公司，或国有（多数或更大）或控制的企业 ;
1.1.21 “政府批准“是指任何政府或与任何政府为开展任何一方或一方的业务所必需的任何授权、许可、许可、同意、批准、特许经营、特许权、租赁、裁决、认证、豁免、例外或弃权。 根据本服务条款执行和交付服务；
1.1.22 “政府官员“是指任何政府的官员或雇员、任何政府机构的董事、官员或雇员、公职候选人、政党或政党官员、政府官员或雇员。 公共国际组织，以及任何以官方身份为上述任何一项行事的人，即使该人是临时以该身份行事且无偿；
1.1.23 “损失“具有本服务条款第 14 段规定的含义；
1.1.24 “标记“具有本服务条款第 10 段规定的含义；
1.126 “Perpetual Futures Contract” means a futures contract without an expiry date offered on the CoinFLEX Platform;
1.1.30 “禁止的司法管辖区“是指古巴； 朝鲜民主主义人民共和国（朝鲜）； 伊朗； 巴基斯坦; 新加坡; 叙利亚; 委内瑞拉政府和克里米亚；
1.1.31 “禁止使用“具有本服务条款第 8 段规定的含义；
1.1.33”制裁名单“是指OFAC公布的“特别指定国民和被封锁人员“（”SDN”）名单和非SDN名单，包括“部门制裁名单“； FinCEN 发布的针对主要洗钱问题的司法管辖区、金融机构或国际交易的第 311 节特别措施； 任何其他外国恐怖组织或其他由 FIA 或根据美国、塞舌尔、香港特别行政区、美国政府的经济制裁、反洗钱或 CTF 法律公布的受制裁、限制或禁止的政党名单 适用于您或本网站的国家或任何其他司法管辖区或政府，经不时修订、补充或替换；
1.1.34 “被制裁人“是指符合以下条件的任何人或数字代币地址：(i) 在任何制裁名单中明确列出； (ii) 直接或间接由任何人或一组人或与任何制裁名单中提及的与该人或多人相关的数字代币钱包或任何被禁止的政府或政府官员直接或间接拥有 50% 或更多 司法管辖区，以及 (iii) 不受任何政府批准或适用法律未制裁、限制或处罚的司法管辖区；
1.1.35 “服务条款“是指这些服务条款和条件，它们可能会不时更改、修订或更新，包括以下网站政策和页面：风险披露声明； 隐私政策； 反垃圾邮件政策； 执法请求政策和费用表；
1.1.36 “Underlying Asset” means the asset backing a particular type of CoinFLEX Token, such as USDC backing flexUSD.
1.1.37 “美国 公民或美国居民“包括任何美国公民、美国合法永久居民、符合 1986 年美国国内税收法典（经修订）第 7701(b)(3) 条所述“实质性存在“测试的个人、受保护的个人 美国移民和国籍法第 1324b(a)(3) 节，或持有美国政府签发的护照的个人；
1.1.38 “USDC”是指 Coinbase 发行的以 1:1 兑美元支持的稳定币，详见 https://www.coinbase.com/usdc；
1.1.39 “美国 人“是指：
22.214.171.124 任何信托，如果 (i) 美国境内的法院能够对信托的管理进行主要监督，并且 (ii) 一名或多名美国人有权控制信托的所有重大决定；
1.4 管辖法律：本服务条款应受库克群岛法律管辖并据其解释和执行，并应在所有方面解释为库克群岛合同。 因您使用本网站或本服务条款而引起或与之相关的任何争议、争议、索赔或诉讼同样应受库克群岛法律管辖，不包括法律选择原则。
CoinFLEX grants you the limited right to use the Site and the Services in exchange for your agreement to abide by these Terms of Service. The right to use the Site and the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited licence, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any licence, right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights or the Marks. The Site may suspend or terminate the Services to you, your Digital Token Wallet, or to any of your Digital Token Address at its sole discretion, as required by applicable laws or where CoinFLEX determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.
3. About CoinFLEX Tokens; General Restrictions:
CoinFLEX issues and redeems CoinFLEX Tokens. CoinFLEX Tokens may be kept or spent wherever parties are willing to accept them as payment.
CoinFLEX Tokens are designed to function as stablecoins that pay interest. CoinFLEX Tokens are pegged to the value of an Underlying Asset, which is then loaned out at interest in Perpetual Futures Contracts on the CoinFLEX Platform.
CoinFLEX tokens have risks that other non-interest bearing stablecoins do not have. While CoinFLEX has designed its product to minimize the risk of loss, it is impossible to protect against all risks. It is essential that users understand how CoinFLEX Tokens are structured in order to understand the risks associated with them. Please also see our Risk Disclosure Statement.
What backs the value of CoinFLEX Tokens?
Each CoinFLEX Token is designed to approximate the value of another asset, such as USDC or BTC (the “Underlying Asset”). CoinFLEX Tokens create a peg to the value of the Underlying Asset by allowing the holders of CoinFLEX Tokens to redeem them for the Underlying Asset. CoinFLEX Tokens are backed by the CoinFLEX Reserves, which consist of a combination of the Underlying Asset and margin-collateral that CoinFLEX will use to redeem CoinFLEX Tokens.
CoinFLEX Tokens are different from the Underlying Asset that gives them value. While CoinFLEX Token holders have the right to redeem their tokens for the Underlying Asset, subject to these Terms of Service, the right of redemption is not the same as custodial ownership. As a result, CoinFLEX Tokens may trade at a discount to the Underlying Asset that backs them.
Do CoinFLEX Tokens pay interest, and how is that interest calculated and paid?
CoinFLEX Tokens are designed to pay interest on the Underlying Assets that back them. Understanding how interest is generated is important to assessing the risk of holding CoinFLEX Tokens.
例如，flexUSD 由 USDC 支持。 USDC 不会为 USDC 代币持有者产生利息。 美元支持的 USDC 代币存放在银行账户中； 这些美元银行存款产生应付给 Coinbase 的利息，由 Coinbase 保留。
flexUSD Tokens generate interest on USDC by lending out the USDC (held as CoinFLEX Reserves) in Perpetual Futures Contracts on the CoinFLEX Platform’s Perpetual Futures Market. Other CoinFLEX Tokens backed by different Underlying Assets will earn interest in the same way, by loaning out their particular class of Underlying Assets in Perpetual Futures Contracts on the CoinFLEX Platform.
Interest is calculated based on the actual rates of interest paid to CoinFLEX in the Perpetual Futures Contracts in which it transacts. Different CoinFLEX Tokens (backed by different Underlying Assets) may generate different rates of interest and trade in different volumes. Therefore, different types of CoinFLEX Tokens will generate different amounts of interest for CoinFLEX Token holders.
Interest is not shared between different types of CoinFLEX Tokens. For example, interest generated by flexUSD will be paid to the flexUSD token holders, but not the holders of flexBTC. The same is true in reverse; flexBTC will generate interest that will be paid to the flexBTC token holders, but not holders of flexUSD.
Interest is apportioned on a pro rata basis among holders of a type of CoinFLEX Token. Distributions of interest are paid in CoinFLEX Tokens and are distributed via smart contract to the Digital Wallet Address where the CoinFLEX Tokens are held. To receive interest payments you simply need to be in possession of a Digital Wallet holding CoinFLEX Tokens. For instance, if a single Digital Wallet Address holds one percent of all the outstanding flexUSD tokens, that Digital Wallet Address will receive one percent of all interest generated by flexUSD during a given time period (less CoinFLEX’s fees).
CoinFLEX charges a fee equal to ten percent of the total interest generated by FLEX repo lenders. CoinFLEX’s fee is deducted prior to the distribution of any interest to CoinFLEX Token holders.
利息分配将在设定的时间发生，与某些永续期货合约资金窗口的关闭同时发生。分发计划于每天 04:00 UTC、12:00 UTC 和 20:00 UTC 后不久进行。
Does CoinFLEX maintain custody and control over the Underlying Assets when they loan it for trading on the CoinFLEX Platform’s Perpetual Futures Market?
CoinFLEX maintains an account at the CoinFLEX Platform, where it deposits the Underlying Assets from time to time to engage in Perpetual Futures Contracts that generate interest income. CoinFLEX may also withdraw or deposit margin-collateral on the CoinFLEX Platform from time to time. At any given time, some or all of the CoinFLEX Reserves may be in the custody of either CoinFLEX or the CoinFLEX Platform. CoinFLEX and the CoinFLEX Platform are Affiliates that are controlled and operated by the same people.
Once CoinFLEX receives sufficient margin-collateral to support a Perpetual Futures Contract, that margin-collateral becomes part of the CoinFLEX Reserves, and the Underlying Asset that has just been loaned out from the repo trade is released from the CoinFLEX Reserves to the borrower. Margin-collateral may be held in the custody of either CoinFLEX or the CoinFLEX Platform.
CoinFLEX Platform Customers that borrow Underlying Assets via repo borrow trades may withdraw the borrowed Underlying Asset from their CoinFLEX Platform account. However, the margin-collateral paid to receive the borrowed underlying asset will have been credited to the account of CoinFLEX. CoinFLEX Reserves are designed to be of sufficient value to cover any redemptions of Underlying Assets.
Could volatility in the CoinFLEX Platform’s Perpetual Futures Contract market result in a loss of the Underlying Assets?
There are additional risks posed to the CoinFLEX Reserves by volatility in the Perpetual Futures Contract market. While the CoinFLEX Platform has reduced these risks, extreme volatility will always pose a risk.
The two methods the CoinFLEX Platform uses to reduce risk of loss to lenders in Perpetual Futures Contracts are the posting of margin-collateral and forced-liquidations.
Posting margin-collateral. Perpetual Futures Contracts require margin-collateral to be posted for a loan. As discussed in Section 1.1.32, Perpetual Futures Contracts on the CoinFLEX Platform consist of (i) a lender making a loan at interest denominated in an Underlying Asset (e.g. USDC for flexUSD), and (ii) a borrower providing a greater value of BTC, ETH (or another asset) as margin-collateral for the loan. The margin-collateral is held in by CoinFLEX (in the custody of its own wallets or through the CoinFLEX Platform) until the transaction is completed. Thus, if the borrower suffers a total loss of the borrowed USDC while trading, the margin-collateral can be liquidated to cover the loan obligations by repurchasing USDC to fulfill the loan obligation.
Forced Liquidations. Where the value of the margin-collateral (the BTC, ETH, etc) falls, the borrower’s trading positions may be liquidated by the CoinFLEX Platform to ensure its value is sufficient to repay the borrower’s loan obligations. The CoinFLEX Platform uses algorithms designed to force-liquidate positions before such positions result in losses to lenders in Perpetual Futures Contracts. The terms covering forced liquidations are solely determined by the CoinFLEX Platform. For more on how the CoinFLEX Platform determines when to execute forced liquidations see 这里.
Understanding how the CoinFLEX Platform’s Perpetual Futures Market works is important to appreciate the risk of loss. You should make yourself familiar with the nature of Perpetual Futures Market by reading the terms set out on the CoinFLEX Platform, in addition to reading the description below.
永续合约总是存在亏损的风险，因为如果借款人没有足够的标的资产（例如 flexUSD 的 USDC）来偿还，则需要出售保证金抵押品（BTC、ETH 等） . 如果没有买家，则保证金无法出售，贷款也无法偿还。 当市场经历极端波动时，保证金抵押品可能无法足够快地强制清算以收回未偿还的永续期货合约义务的价值。
一些示例可能有助于了解永续期货交易的运作方式以及为何存在损失风险。 在以下示例中，假设涉及 flexUSD 的交易如下：
BTC 的交易价格为 15,000 美元
客户 A 以 10% 的年利率借入 10,000 美元 USDC
客户 A 提供 1 BTC 作为保证金抵押品（15,000 等值美元）
客户 A 使用借入的 10,000 美元 USDC 在币飞平台上购买 BTC 0.667 BTC
Example 1: Sufficient USDC to Cover Repayment. BTC is now trading at $16,000. Customer A (i) sells 0.667 BTC, (ii) receives $11,000 USDC, (iii) repays CoinFLEX $10,000 USDC, and (iv) CoinFlex returns the 1 BTC held as margin-collateral to Customer A. Customer A now has their 1 BTC they originally possessed ($16,000 USDC equivalent), and has made $1,000 USDC, less any interest payments and trading fees they incurred. CoinFLEX Token holders suffer no loss in this example.
Example 2: Insufficient USDC to Cover Repayment. BTC is now trading at $14,000. Customer A (i) sells 0.667 BTC and receives $9,333.33 USDC and (ii) does not have additional USDC in their account to repay the loan. Customer A is now short $666.67 USDC (plus interest). To recoup the $667.67 USDC (plus interest), CoinFLEX will (iii) sell part of Customer A’s 1 BTC held as collateral and (iv) credit any remaining BTC balance to Customer A’s account. CoinFLEX Token holders suffer no loss in this example.
Example 3: Forced Liquidation with Sufficient Volume. BTC is now $8,000 US dollars. Customer A has no USDC in their account. When the BTC price falls below $10,000, the 1 BTC held by CoinFLEX as margin-collateral against Customer A’s $10,000 USDC loan will be insufficient to cover repayment. To prevent this from occurring, the CoinFLEX Platform will (i) liquidate Customer A’s position (unless Customer A provides additional BTC as collateral) before the BTC price reaches $10,000, and (ii) sell Customer A’s BTC held as margin-collateral to cover repayment of the $10,000 USDC loan. Once Customer A’s BTC is liquidated, (iii) the $10,000 USDC plus interest is returned to CoinFlex and (iv) any remaining BTC balance is credited to Customer A. CoinFLEX Token holders suffer no loss in this example.
Example 4: Forced Liquidation with Insufficient Volume. BTC falls from $15,000 USDC to $3,000 USDC in an hour. The rapid fall in BTC prices meant that there were no buyers in the market, and CoinFLEX’s forced liquidation could not sell BTC above $10,000. Customer A’s BTC were sold for $8,000 USDC, which resulted in a $2,000 USDC shortfall in the CoinFLEX Reserves. CoinFLEX Token holders may suffer a loss in this example.
If a forced liquidation causes losses to the CoinFLEX Reserves is there any insurance fund that covers all or part of the losses?
CoinFLEX reserves 10 million FLEX coins to be used in the event of unsuccessful liquidation to prevent users from losing funds.
What happens to the CoinFLEX Reserves if the CoinFLEX Platform experiences an insolvency event?
CoinFLEX and the CoinFLEX Platform are Affiliates controlled and operated by the same people, but are separate entities that are managed and accounted for separately. Because they are separate entities, when CoinFLEX Reserves (belonging to CoinFLEX) are loaned in Perpetual Futures Contracts on the CoinFLEX Platform, those CoinFLEX Reserves are in the custody of the CoinFLEX Platform. This makes CoinFLEX a creditor to the CoinFLEX Platform, and the CoinFLEX Platform is a debtor to CoinFLEX.
In the event of an insolvency event on the CoinFLEX Platform, CoinFLEX would be a general unsecured creditor in the same position in pari passu with other CoinFLEX Platform Customers. If the CoinFLEX Platform is liquidated, CoinFLEX would receive a pro rata share of any remaining assets in satisfaction of the debts owed to it. These pro rata payments may not be sufficient to cover the obligations CoinFLEX owes to CoinFLEX Token holders, and may result in a loss.
To whom does CoinFLEX issue CoinFLEX Tokens? From whom will CoinFLEX redeem CoinFLEX Tokens?
In order to cause CoinFLEX Tokens to be issued or redeemed directly by CoinFLEX, you must be a verified customer of the CoinFLEX Platform and authorize the CoinFLEX Platform to share your information with us. No exceptions will be made to this requirement. The right to have CoinFLEX Tokens redeemed or issued is a contractual right personal to you. CoinFLEX reserves the right to delay the redemption or withdrawal of CoinFLEX Tokens if such delay is necessitated by the illiquidity or unavailability or loss of any Reserves held by CoinFLEX to back the CoinFLEX Tokens, and CoinFlex reserves the right to redeem CoinFLEX Tokens by in-kind redemptions of securities and other assets held in the Reserves, as soon as commercially reasonably. CoinFLEX makes no representations or warranties about whether CoinFLEX Tokens that may be traded on the Site may be traded on the Site at any point in the future, if at all.
Who is prohibited from using CoinFLEX?
4. 风险和责任限制： 重要提示：本段是对风险披露声明的补充。
Trading markets in Digital Tokens are volatile and shift quickly in terms of price, liquidity, market depth, and trading dynamics. As discussed in Example 4 of Section 3 above, extreme volatility may cause losses to the CoinFLEX Reserves, which can in turn cause losses to CoinFLEX Token holders.
You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Digital Tokens Wallet on the Site; and, for knowing the true status of your CoinFLEX Tokens on the Site, even if presented incorrectly by the Site at any time. You acknowledge and agree: (i) to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and losses sustained from your use of the Site and any of the Services; (ii) to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Services, including, but not limited to, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details; and (iii) that CoinFLEX does not have control of, or liability for, any products or services that are purchased or sold by third parties using the Site and any of the Services.
You further acknowledge and agree that CoinFLEX is not liable for any losses or issues that may arise from third-party transactions, including, but not limited to, legality (including any consequences for illegal transactions that may be triggered under these Terms of Service), quality, delivery, or satisfaction with any products purchased by means of a Digital Token transfer.
Digital Tokens may be compatible with third-party software or other technology provided by a third party. CoinFLEX does not guarantee the security or functionality of third- party software or technology and is not liable for losses of Digital Tokens due to the failure or malfunction of third-party software or technology.
In the course of processing and sending any withdrawals, or when processing and receiving deposits, CoinFLEX may be required to share your user information with other contractual third parties, including financial institutions, or as required under applicable laws or demanded upon a lawful request by any Government.
You hereby irrevocably grant full permission and authority for CoinFLEX to share this information with such contractual third parties, or as required under applicable laws or demanded upon a lawful request by any Government, and release CoinFLEX from any liability, error, mistake, or negligence related thereto.
You acknowledge that CoinFLEX may delay or suspend redemption under various circumstances, including but not limited to, in the event that CoinFLEX determines that you have engaged in a Prohibited Use (as defined in paragraph 8); when CoinFLEX is directed to do so by any Government; if your Digital Tokens Wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when CoinFLEX believes that someone is attempting to gain unauthorized access to your Digital Tokens Wallet or other account or wallet.
Any dispute, claim, controversy or action arising out of or related to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your account(s), the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the Cook Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against CoinFLEX. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the Cook Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines. You and CoinFLEX agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any single CoinFLEX user cannot and may not affect any other CoinFLEX users.
7. 陪审团审判弃权：在适用法律允许的最大范围内，双方在此不可撤销且无条件地放弃陪审团审判任何法律诉讼或对任何类型的服务或相关服务进行审判的权利。 违反此规定，您对本网站或服务的任何使用或尝试使用，和/或涉及双方的任何其他事项。
8.2 如果任何适用法律（包括但不限于 AML 法、CTF 法、反腐败法、经济制裁法）禁止、惩罚、制裁或使本网站承担任何提供的服务的责任，则使用本网站或任何服务根据这些服务条款向您或您的任何数字代币钱包或数字代币地址；
8.3 使用本网站或任何服务，或任何美国金融机构的任何金融服务，无论是否是 币飞的附属公司或关联公司，以促进、批准、逃避、避免、违反、企图违反、帮助或教唆违反违反或规避任何适用法律，包括但不限于 AML 法、CTF 法、反腐败法和经济制裁法；
8.6 use the Site or any Services to interfere with or subvert the rights or obligations of CoinFLEX or the rights or obligations of any other Site user or any other third party or cause legal liability for CoinFLEX or other Site user;
8.8 use the Site or any Services to engage in conduct that is detrimental to CoinFLEX or to any other Site user or any other third party;
8.9 使用本网站或任何服务：(i) 从事或试图从事洗牌交易、欺骗、虚构交易或价格操纵； (ii) 在任何数字代币市场输入订单或报价，意图破坏或不顾后果地对交易的有序进行或交易的公平执行造成不利影响； (iii) 在任何数字代币市场输入订单或报价，以制造市场深度或市场兴趣的错误印象；
8.11 falsify or materially omit any information or provide misleading or inaccurate information requested by CoinFLEX, including at registration or during the course of administering any Services to you;
8.12 cause injury to, or attempt to harm, CoinFLEX or any third party through your access to the Site or any Services;
8.13 have more than one account and more than one Digital Tokens Wallet on the Site, or use any Digital Tokens Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Tokens Wallets or one time ‘throwaway’ Digital Tokens Wallet may be terminated or suspended at the absolute discretion of CoinFLEX;
8.14 在您受到第 3 条规定的禁止或限制的情况下，访问本网站或使用任何服务，利用任何虚拟专用网络、代理服务或任何其他第三方服务、网络或产品，具有伪装您的 IP 的效果地址或位置，或使用数字代币地址访问本网站或使用任何服务，位于或受其管辖的任何禁止司法管辖区或政府或政府官员；
Any use, whether actual or suspected, as described in this paragraph shall constitute a “Prohibited Use”. If CoinFLEX determines that you have engaged in any Prohibited Use, CoinFLEX may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat, funds, property, proceeds, or Digital Tokens in any Digital Tokens Wallet that you have on the Site; and, suspending or terminating your access to any Services or Fiat, funds, property, or Digital Tokens from any Digital Tokens Address. CoinFLEX may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in the imposition of economic costs to CoinFLEX, you shall pay an amount to CoinFLEX so as to render CoinFLEX whole, including without limitation, the amount of taxes or penalties that might be imposed on CoinFLEX.
CoinFLEX is committed to providing safe, compliant, and reputable Services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML laws, CTF laws, Anti-Corruption laws, and Economic Sanctions laws. Accordingly, CoinFLEX insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting.
By agreeing to these Terms of Service, you shall affirmatively certify whether (i) you are a U.S. Person or your account would be regarded as a U.S. Account or (ii) you are not a U.S. Person and your account would not be regarded as a U.S. Account, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable laws and the compliance policies or procedures of CoinFLEX.
Additionally, CoinFLEX monitors for and assesses suspicious or sanctionable transactions under applicable AML, Anti-Corruption, and Economic Sanctions laws, as well as undertakes mandatory reporting to regulators where required. These undertakings shall apply even when you suspend or terminate your relationship with CoinFLEX or abandon your application to have a Digital Tokens Wallet with CoinFLEX. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you, your Affiliates, and of any of CoinFLEX’s Associates.
CoinFLEX reserves the right to refuse registration to, to bar transactions from or to, or to suspend or terminate the administration of Services, Digital Tokens Address, or Digital Tokens Wallet for or with, any user for any reason (or for no reason) at any time, including but not limited to the provisions of paragraphs 8 and 11, subject to any limitations imposed by applicable laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person, (ii) a Person from or in jurisdictions that does not meet international AML–CTF standards as set out by the FATF as high-risk, non-cooperative, and strategically deficient jurisdictions, including but not limited to the Democratic People’s Republic of Korea (North Korea), Ethiopia, Iran, Iraq, Serbia, Sri Lanka, Syria, Trinidad & Tobago, Tunisia, Vanuatu, or Yemen; (iii) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (iv) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML laws, CTF laws, Anti-Corruption laws, Economic Sanctions laws, or tax laws that may apply; (v) Person that CoinFLEX determines is acting in the United States or Territory or Insular Possession of the United States in violation of, causing any other Person, including any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable laws; and (vi) any Person that fails to meet any user due diligence standards, requests, or requirements of CoinFLEX, or otherwise appears to be of high risk, including but not limited to any of the foregoing factors.
In lieu of refusing registration or ongoing administration of your Digital Tokens Wallet, CoinFLEX may perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, the Site has the absolute discretion to suspend or terminate Services to you immediately.
10.1 The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are the property of CoinFLEX or other third parties. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from CoinFLEX or the third-party owner of the Marks, including without limitation, as a domain name, as social media prole/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
10.2 Unless otherwise indicated, all materials on the Site are copyrighted by, and owned exclusively by, CoinFLEX or its parent (“Copyrights”). CoinFLEX reserves all rights in its Copyrights. You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from CoinFLEX;
10.3 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage CoinFLEX’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on CoinFLEX’s part without prior, express, written consent;
10.4 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by CoinFLEX. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms; and
10.5 The Site and Services are owned by CoinFLEX, its licensors, or other providers, and are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms are reserved by CoinFLEX. Except as expressly authorized by CoinFLEX or its licensors, you will not (a) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Site or Service in any way; (b) copy, modify, republish, distribute, or make derivative works based upon the Site or Service; (c) “frame” or “mirror” the Site or Service on any other server or wireless or Internet-based device; or (d) reverse engineer or access the Site or its Services in order to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions, or graphics of the Site or Service, or (iii) copy any ideas, features, functions, or graphics of the Site or Service.
11. Your Representations & Warranties: You represent and warrant to CoinFLEX as follows:
11.1 如果您是个人用户，您已年满 18 周岁，并且您有能力根据适用法律签订合同；
11.2 如果您代表法人实体注册使用本网站，(i) 该法人实体是根据其组织所在司法管辖区的适用法律正式组建并有效存在的； (ii) 您已获得该法人实体的正式授权，可以代表其行事；
11.4 您不会使用本网站或任何服务来隐瞒或掩饰犯罪所得或恐怖主义融资的来源或性质，或与任何个人或政府官员有关的财产被冻结、冻结资产、经济资源或腐败适用法律，或进一步违反适用的 AML 法律或 CTF 法律，或处理任何非法数字代币、法定货币、财产、资金或收益；
11.5 您不会将任何服务与您合法获得并属于您的数字代币和 USDC（以及币飞不时接受的任何其他有价物品）一起使用；
11.6 在不受适用法律处罚或与适用法律相冲突的范围内，您目前遵守并且必须自担费用和费用遵守与根据本服务条款执行的服务相关或影响的所有法律，包括但不限于 AML 法、CTF 法、反腐败法、经济制裁法或税法，包括 CRS；
11.7 that you consent to any and all tax and information reporting under AML laws, CTF laws, Anti-Corruption laws, Economic Sanctions laws, or tax laws, including CRS, as CoinFLEX may reasonably determine apply from time to time;
11.8 您或您的任何关联公司均不得直接或间接 (i) 代表受制裁人或任何受制裁人或为其利益使用任何受本网站服务约束的数字代币、法定货币、财产、收益或资金受禁止司法管辖区的管辖，除非根据任何政府批准授权或不受适用法律限制； (ii) 违反适用的经济制裁法律或根据适用的经济制裁法律被禁止、限制或处罚； (iii) 以任何方式违反、不符合、根据适用的反洗钱法律、CTF 法律或经济制裁法律要求的任何报告受到处罚或导致遗漏；
11.9 您没有 (i) 违反； (ii) 被罚款、取消资格、制裁、经济制裁相关限制的对象，或以其他方式受到处罚； (iii) 收到任何政府关于您实际或可能违反的任何口头或书面通知； (iv) 收到任何其他报告，表明您是任何适用法律（包括 AML 法、CTF 法、反腐败法或经济制裁法）下的制裁、限制、处罚或执法行动或调查的对象或目标；
11.10 您或您的任何关联公司均不：(i) 本身或由受制裁人拥有或控制； (ii) 参与任何交易、转移或行为，无论是否通过使用或从任何数字代币钱包或数字代币地址接收服务，可能导致您或您的关联方成为受制裁人； (iii) 居住或居住在，或通过任何数字代币钱包、数字代币地址或其他账户转移数字代币、法定货币、资金或财产，或通过任何数字代币钱包、数字代币地址或其他账户转移禁止管辖；
11.12 that you will not falsify any Digital Tokens Wallet registration or administration details provided to CoinFLEX;
11.13 that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by CoinFLEX in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to CoinFLEX becomes incorrect, you will promptly provide corrected information to CoinFLEX;
11.14 that any instructions received or undertaken through your login credentials or from your authorized e-mail address on le with CoinFLEX are deemed to be valid, binding, and conclusive, and that CoinFLEX may act upon those instructions without any liability or responsibility attaching to it;
11.16 that you will accurately and promptly inform CoinFLEX if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
12. No Representations & Warranties by CoinFLEX:
CoinFLEX makes no representations, warranties, or guarantees to you of any kind. The Site and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. CoinFLEX may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
13. No Advice: CoinFLEX does not provide any investment advice or advice on trading techniques, models, algorithms, or any other schemes.
除本服务条款另有规定外，币飞 对任何索赔、申请、损失、伤害、延误、事故、成本、业务中断费用或任何其他费用不承担任何责任或义务，也不承担任何责任或义务。 （包括但不限于律师费或任何索赔或诉讼的费用），也不包括任何偶然的、直接的、间接的、一般的、特殊的、惩罚性的、惩戒性的或后果性的损害、商誉或业务的损失、停工、数据 由于以下原因直接或间接引起的或与之相关的损失、计算机故障或故障，或任何和所有其他商业损失（统称为“损失”）：
14.4 any inaccurate, misleading, or incomplete statement by CoinFLEX or on the Site regarding your Digital Tokens Wallet, whether caused by CoinFLEX’s negligence or otherwise;
14.5 any failure, delay, malfunction, interruption, or decision (including any decision by CoinFLEX to vary or interfere with your rights) by CoinFLEX in operating the Site or providing any Service;
14.6 any stolen, lost, or unauthorized use of your Digital Tokens Wallet information, any breach of security or data breach related to your Digital Tokens Wallet information, or any criminal or other third party act affecting CoinFLEX or any Associate; or,
14.7 any offer, representation, suggestion, statement, or claim made about CoinFLEX, the Site, or any Service by any Associate;
14.8 any delay in withdrawal or redemption, or loss of value of CoinFLEX Tokens or the Reserves backing such CoinFLEX Tokens resulting from failure or insolvency of any bank, depository, custodian, borrower, or payment processor holding or processing the assets backing CoinFLEX Tokens, or from the theft of such assets, or from freezes, seizures, or other legal process asserted by a Government; or,
You hereby agree to release the Associates from liability for any and all Losses, and you shall indemnify and save and hold the Associates harmless from and against all Losses. The foregoing limitations of liability shall apply whether the alleged liability or Losses are based on contract, negligence, gross negligence, tort, unjust enrichment, strict liability, violation of law or regulation, actual fraud, wilful default, or any other basis, even if the Associates have been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of any other remedies.
Any failure by CoinFLEX to exercise any of its respective rights, powers, or remedies under these Terms of Service, or any delay by CoinFLEX in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by CoinFLEX does not prevent either from exercising any other rights, powers, or remedies.
CoinFLEX (or any depository or service provider where our deposit accounts are held or Reserves are handled, including USDC) is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to strikes or labor disputes; riots; embargoes; floods; pandemics, bank failures; Digital Token market collapse or fluctuations; futures market fluctuations or volatility; power outages or failures; acts of God or the state’s enemies; lawful acts of public authorities; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; Internet disruptions, viruses, and mechanical, power, or communications failures; security breaches or cyber attacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against or that are otherwise outside CoinFLEX’s control. In the event of force majeure, CoinFLEX is excused from any and all performance obligations and these Terms of Service shall be fully and conclusively at an end.
These Terms of Service, and any of the rights, duties, and obligations contained herein, are not assignable by you without prior written consent of CoinFLEX. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by CoinFLEX without notice or your consent. Any attempt by you to assign these Terms of Service without written consent is void.