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# Terms and Conditions
### 1. Agreement
These Terms and Conditions, together with any other documents expressly incorporated herein, (collectively, the “Terms”) set out the terms and conditions for use of the Torque Websites and the Torque Services provided by **Torque Group Holdings Limited** and its affiliates (collectively “Torque”).
The Terms constitute the entire agreement between the parties. In the event of any inconsistency between these Terms and Conditions and any other document that forms part of the Terms, the provisions of these Terms and Conditions shall prevail to the extent of such inconsistency.
These Terms and Conditions were prepared in the English language and the English language version shall prevail in the event of any conflict, discrepancy or ambiguity between translations.
By accessing, viewing or downloading information from the Torque Websites and using the Torque Websites and the Torque Services, you are hereby deemed to have read and understood our Privacy Policy and unconditionally agreed to be bound by the Terms. Do not continue to use the Torque Websites and the Torque Services if you do not agree to the Terms.
### 2. Definitions
In addition to any other terms defined in the Terms, and unless the context requires otherwise, in the Terms:
“APIs” means Application Programming Interfaces;
“Applicable Law” means all civil and common laws, statutes, subordinate legislation, treaties, regulations, directives, decisions, by-laws, ordinances, circulars, codes, orders, notices, demands, decrees, injunctions, resolutions, rules and judgments of any government, quasi-government, statutory, administrative or regulatory body, court, agency or association by which any User of the Torque Websites and the Torque Services, or you, are bound in any jurisdiction applicable to the receipt or performance of the Torque Websites and the Torque Services;
“Confidential Information” means any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already known by you prior to receipt from us; (ii) publicly known or becomes publicly known through no wrongful act of you; (iii) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by you;
“Contribution Cryptocurrencies” means any of (i) **Bitcoin** (“BTC”); (ii) **Ether** (“ETH”); (iii) **Tether** (“USD₮”); (iv) **Litecoin** (“LTC”); (v) **Bitcoin Cash** (""BCH""); (vi) **Tron** (""TRX""); (vii) **Ripple** (""XRP""); and (viii) any other cryptocurrency that Torque may deem a Contribution Cryptocurrency from time to time;
“Intellectual Property Rights” means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trademarks, service marks, logos, trade names, rights in domain names, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether or not patentable)) moral rights and any other similar intellectual or industrial property rights (whether registered or not) and applications for such rights as may exist anywhere in the world;
“Torque”, “We”, “Our”, “Ourselves” and “Us”, means Torque Group Holdings Limited and its affiliates (to be defined);
“Torque Account” means your account with Torque;
“Torque Services” means the products and services offered by Torque via the Torque Websites, including (but not limited to) the Torque Trading Platform, Torque E-Wallet, Torque Rewards, Torque Affiliate, Torque Travel, Torque Mall, Torque Gift, Torque Games and other new services enabled by future technological development to be provided by Torque;
“Torque Trading Platform” means the trading platform on the Torque Websites through which Users can participate in the Torque Trading Systems via the deposit of Contribution Currencies in their Torque Account, subject to the Terms and any minimum balance requirements imposed by Torque from time to time being met;
“Torque Trading Systems” means the proprietary trading systems and techniques used by Torque to trade cryptocurrency;
“Torque Websites” means the websites, subdomains, APIs, mobile applications and other applications and media operated by Torque to offer the Torque Services, the domain names of which include (but are not limited to) https://torque.asia; https://torquebot.net; and https://torquesuperwallet.asia.
“User” means you or any other person accessing the Torque Websites and/or using the Torque Services subject to the Terms; and ""You"" and ""Your"" means you, the person accessing the Torque Websites and/or using the Torque Services subject to the Terms.
Any use of the terms defined above or other words in the singular, plural, capitalized, uppercase, lowercase and/or he/she or they, are taken as interchangeable and therefore as referring to same.
### 3. Updates to the Terms, the Torque Websites and the Torque Services
We reserve the right, at our sole discretion, to update, amend, modify, change, or review (collectively, “Updates”) a portion or part of the Terms, the Torque Websites and the Torque Services from time to time without notice to you. You agree to continue to be bound by any such amended Terms and that Torque has no obligation to notify you of such amendments. You acknowledge that it is your responsibility to check the Terms periodically for changes and that your continued use of the Torque Websites and the Torque Services following the posting of any changes to the Terms indicates your acceptance of any such changes. Updates may be communicated to you via your registered email address at our sole discretion.
### 4. Your Privacy
For details about Torque’s privacy and data protection practices, please read our Privacy Policy here.
### 5. Cookies
By accessing the Torque Websites, you agree to use cookies in agreement with Torque’s Privacy Policy. Most Torque Websites use cookies to let us retrieve the User's details for each visit. Cookies are used by the Torque Websites to enable the functionality of certain areas to make it easier for Users visiting the Torque Websites. Some of our affiliate/advertising partners may also use cookies.
### 6. Torque Services Eligibility and Access Restrictions
To be eligible to use the Torque Services, you must be at least 18 years of age, have capacity to accept the Terms, and register for a Torque Account. The Torque Services are only available for personal, non-commercial use.
Persons who are located in, or citizens or residents (tax or otherwise) of, or domiciled in, the following countries will not be eligible to register for a Torque Account and use the Torque Services: **(i) Bahamas**; **(ii) Barbados**; **(iii) Democratic People’s Republic of Korea**; **(iv) Iran**; **(v) Libya**; **(vi) Pakistan**; **(vii) Panama**; **(viii) People’s Republic of China**; **(ix) Democratic Republic of the Congo**; **(x) Singapore**; **(xi) Somalia**; **(xii) South Sudan**; **(xiii) Sudan**; **(xiv) Syria**; **(xv) United States of America**; **(xvi) Yemen**; **(xvii) Zimbabwe**; (xviii) countries whose laws, whether in full or in part, prohibit, restrict or conflict with the participation and/or use of cryptocurrency in the jurisdiction in which you are located or which is applicable to you, at the time of your intended use of the Torque Services; or (xix) any state, country or other jurisdiction** that is embargoed by the United States of America (collectively, the “Restricted Jurisdictions”).
We may, in our sole discretion, implement controls to restrict access to and use of the Torque Services in any of the Restricted Jurisdictions. If we determine that you are accessing or using the Torque Services from any Restricted Jurisdiction, or have given false representations as to your location, citizenship or place of residence, or domiciliation, we reserve the right to close your Torque Account immediately.
Torque reserves the right at any time to verify your identity for the purposes of complying with any Applicable Law. You agree to cooperate with us in this process and will provide all documentation/information that we may require to satisfy ourselves of your identity and the purpose of your business relationship with Torque.
Use of Torque Services may be subject to other limitations and restrictions, including minimum balance requirements in respect of Contribution Cryptocurrencies. Any such limitations will be advised.
We may freeze any Torque Account in the event that we suspect or have reason to believe you are engaged in suspicious activity or have breached any of the representations, warranties, undertaking or other provisions of these Terms. We expressly exclude any losses or profits you would have made as a result of us closing your Torque Account and you agree to indemnify us completely against any third party action resulting from your conduct or us having to close your Torque Account. While your Torque Account is frozen, we will conduct an investigation and may require you to cooperate with our enquiries. During the investigation stage you will not be able to make deposits or withdrawals of Contribution Cryptocurrencies to your Torque Account nor will you be able to participate in the Torque Trading Systems. At the end of the investigation we may, at our own discretion, decide to close your Torque Account for which we are not required to provide you with any reasons for the same.
We otherwise reserve the right at our own discretion to close your Torque Account at any time.
We may at our own discretion halt trading on the Torque Trading Systems due to market disruption or other relevant external events. We exclude all liability for any claimed losses or profits lost as a result of us halting the Torque Trading Systems.
You agree that any trading or other instructions received or undertaken through your Torque Account are deemed to be final and conclusive, and that Torque may act upon such instructions without any liability or responsibility attached to it. It is entirely your responsibility to provide us with correct details including your external Contribution Cryptocurrency withdrawal address/account. We accept no liability resulting in you not receiving any Contribution Cryptocurrency withdrawn from your Torque Account due to you providing incorrect or out-of-date details.
### 7. User Representations, Warranties and Undertaking
By using the Torque Websites and the Torque Services, you represent, warrant and undertake that:
> I. you have capacity to accept the Terms;
> II. you have accepted the Terms;
> III. the data, information and documents you provided during registration for a Torque Account, including as part of any identity verification process, or that your provide to Torque at any other time, are genuine, accurate, up-to-date and complete;
> IV. only you as the account registrant will have access to your Torque Account;
> V. you are 18 years of age or above;
> VI. you have not previously been suspended or removed from using the Torque Services;
> VII. you understand there are regulatory restrictions in certain jurisdictions with respect to participating in any arrangement or scheme involving the use of digital assets, including cryptocurrency;
> VIII. your use of the Torque Services does not violate or constitute a breach of any Applicable Law;
> IX. you are authorised to access and use the Torque Services. In particular, each jurisdiction where you are located in, a citizen or resident of, or domiciled in, allows you to use the Torque Services;
> X. you are not allowed to access or use the Torque Services if you are located in, a citizen or resident of, or domiciled in, any Restricted Jurisdiction, and Torque reserves the right to close your Torque Account immediately if you are accessing the Torque Services from any Restricted Jurisdiction or have given false representations as to your location, citizenship or place of residence, or domiciliation;
> XI. you have not: (i) violated; (ii) been fined, debarred, sanctioned, the subject of economic sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any Applicable Law (including but not limited to anti-money laundering laws, counterterrorism financing laws, anti-corruption laws or economic sanctions laws);
> XII. you are not identified as a “Specially Designated National” by the Office of Foreign Assets Control of the United States Department of the Treasury or placed on the U.S. Commerce Department’s Denied Persons List;
> XIII. you are not located in, a citizen or resident of, or domiciled in, any Restricted Jurisdiction (including jurisdictions designated as being high-risk for money laundering by the Financial Action Task Force);
> XIV. you are not on the United Nations Security Council Sanctions List;
> XV. you are the legal owner of the Contribution Cryptocurrencies you add to your Torque Account and that the same Contribution Cryptocurrencies are derived from a legitimate source;
> XVI. any external Contribution Cryptocurrency withdrawal address/account you provide is your own and you have full control over this withdrawal address/account; and
> XVII. you are aware of the risks in using the Torque Services and have the necessary experience and knowledge to understand the risks involved in relation to the Torque Services.
In the event that any of the representations, warranties or undertakings set out above is untrue, Torque may at its sole discretion suspend or terminate your Torque Account or otherwise exercise any of its rights as set out in the Terms.
You acknowledge and agree that:
> I. the information provided on the Torque Websites is for general information purposes only and is given in good faith. However, the information is selective and Torque may not verify all information, which may not be complete or accurate for your purposes and should not be relied upon without further enquiry. The information should not be construed as an offer or a recommendation to trade or use the Torque Services in a particular manner and the information does not take into account the investment objectives or financial situation of any particular person; and
> II. Torque does not warrant that the use of the Torque Websites and the Torque Services will be uninterrupted or error-free. Among other things, the operation and availability of the systems used for accessing the Torque Websites and the Torque Services, including computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Torque Websites and the Torque Services. Torque is not in any way responsible for any such interference that prevents your access or use of the Torque Websites and the Torque Services.
### 8. Account Verification
Your registration of an account with Torque will be deemed your agreement to provide required personal information for account identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through Torque, or for other lawful purposes stated by Torque. We will collect, use and share such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed, in compliance with global industry standards on data storage. You also authorise us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. When providing the required information, you confirm it is true and accurate.
**AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, TORQUE RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF TORQUE SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO TORQUE DURING YOUR USE OF TORQUE SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.**
**BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORISE TORQUE TO CONDUCT INVESTIGATIONS THAT TORQUE CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR TORQUE FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.**
### 9. Account Usage
The Torque Account can only be used by the account registrant. Torque reserves the right to suspend or terminate the use of Torque Accounts by persons other than account registrant. If you suspect or become aware of any unauthorised use of your username and password, you should notify Torque immediately. Torque assumes no liability for any loss or damage arising from the use of Torque Account by you or any third party with or without your authorisation.
### 10. Account Security
Torque is committed to maintaining the security of User entrusted funds and has implemented industry standard protection for Torque Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Torque Account and personal information.
You should be solely responsible for keeping safe your Torque Account and password, and be responsible for all the transactions under your Torque Account. Torque assumes no liability for any loss or consequences caused by authorised or unauthorised use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.
By creating a Torque Account, you hereby agree that:
> I. you will notify Torque immediately if you are aware of any unauthorised use of your Torque Account and password or any other violation of security rules;
> II. you will strictly abide by all Torque’s mechanisms or procedures regarding security, authentication, reallocation and withdrawal; and
> III. you will take appropriate steps to logout from Torque at the end of each visit.
### 11. User Contact Information
It is your responsibility to keep your email address registered with Torque up to date so that you will receive notices or communications from Torque. You understand and agree that if Torque sends you an email but you do not receive it because your email address registered with Torque is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive communications or notices electronically, Torque will be deemed to have provided the communications or notices to you. If your email address registered with Torque becomes invalid such that notices or communications sent to you electronically by Torque are returned, Torque may deem your account to be inactive, and you may not be able to complete any transaction via Torque until we receive a valid, working email address from you.
### 12. Restricted Activities
By accessing the Torque Websites and using the Torque Services, you must not:
> I. carry out any activity that: (i) involves proceeds from any illegal or unlawful activity (including activities relating to cryptocurrency tumblers, darknet markets, money laundering or terrorism financing); (ii) publishes, distributes or disseminates any illegal or unlawful material or information; or (iii) otherwise violates, or could violate, any Applicable Law;
> II. attempt to undermine the security or integrity of our computing systems or networks;
> III. use, or misuse, the Torque Websites and the Torque Services in any way which may impair the functionality of the Torque Websites and the Torque Services, or other systems used to deliver the Torque Websites and the Torque Services or impair the ability of any other User to use the Torque Websites and the Torque Services;
> IV. attempt to gain unauthorised access to (i) any part of the Torque Websites, (ii) the computer system on which the Torque Services are hosted or (iii) to any materials which you do not have our permission to access;
> V. input or transmit any files that may damage any of the functionalities that make up the Torque Websites or the systems; content that may be offensive; or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use);
> VI. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse-engineer any computer programs used to deliver the Torque Websites and the Torque Services or to operate the Torque Services except as is strictly necessary to use them for normal operation;
> VII. share content, information or files that are racist, offensive, pornographic, or otherwise violates any law including laws relating to copyright violations which you do not have the permission to share;
> VIII. disclose your login access credentials (such as username and password) to any third party;
> IX. run any business in competition with Torque; and
> X. in any manner or form, solicit any existing Torque Users.
### 13. Torque Structure
Torque reserves the right to review and the right to amend any parts of the Torque structure without any prior notice at our sole discretion without liability to you or Torque. Torque may, in its sole discretion, limit the number of Torque Accounts that you may hold, maintain or acquire.
### 14. Torque Content
Unless otherwise stated, Torque and/or its licensors own the Intellectual Property Rights for ‘Torque’ and the Torque logo, and all content on the Torque Websites, including (but not limited to) the design, structure, layouts, text, graphics, images, software, underlying source code and any other materials available and/or published in the Torque Websites (collectively, the “Torque Content”). All Intellectual Property Rights are reserved.
You may view and download the Torque Content (or part of it) for your own personal, non-commercial use only. Torque retains all Intellectual Property Rights in the original Torque Content and in any copies of the Torque Content. Except as expressly stated herein, you may not without our prior written consent modify the Torque Content in any way, reproduce, display, perform, or distribute it publicly, or use it for public or commercial purposes.
You shall not in any circumstance obtain any rights over or in respect of the Torque Content, the Torque Websites and the Torque Services (other than rights to use the Torque Websites and the Torque Services subject to the Terms) or hold yourself out as having any such rights over or in respect of the Torque Websites and the Torque Services.
By submitting any content to the Torque Websites you warrant that you are entitled to, and have all necessary Intellectual Property Rights over, that content to submit it on the Torque Websites in accordance with the Terms.
Torque reserves the right to disclose your identity to any third party who claims that any content posted or uploaded by you to the Torque Websites constitutes a violation of their Intellectual Property Rights or of their right to privacy.
Torque reserves the right to monitor all comments submitted to the Torque Websites (“Comments”) and to remove any Comments which could be considered inappropriate, offensive or cause a breach of the Terms .
### 15. Third Party Websites
The Torque Websites may hyperlink to third party websites that are not affiliated or associated with Torque (although branding, advertisements or hyperlinks relating to the Torque Services may appear on these websites) The material is only provided for your interest and convenience. Torque does not monitor or investigate such third party websites and Torque accepts no responsibility or liability for any loss arising from the content or accuracy of this material and any opinion expressed in the material should not be taken as an endorsement, recommendation or opinion of any member of Torque.
The following organizations may hyperlink to the Torque Websites without prior written approval:
* I. Government agencies;
* II. Search engines;
* III. News organizations;
* IV. online directory distributors may link to the Torque website in the same manner as they hyperlink to the websites of other listed businesses; and
* V. system wide accredited businesses, except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our website.
These organizations may hyperlink to our home page, to publications or to other information on the Torque Websites so long as the hyperlink: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the hyperlinking party and its products and/or services; and (c) fits within the context of the hyperlinking party's site.
We may consider and approve other hyperlink requests from the following types of organizations:
* VI. commonly known consumer and/or business information sources;
* VII. dot.com community sites;
* VIII. associations or other groups representing charities;
* IX. online directory distributors;
* X. internet portals;
* XI. accounting, law, and consulting firms; and
* XII. educational institutions and trade associations.
We will approve hyperlink requests from these organizations if we decide that: (a) the link would not make us look unfavourably to ourselves or to our Users, (b) the organization does not have any negative records with us, (c) the benefit to us from the visibility of the hyperlink compensates the absence of Torque and (d) the hyperlink is in the context of general resource information.
These organizations may hyperlink to our home page on the Torque Websites so long as the hyperlink: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the hyperlinking party and its products or services; and (c) fits within the context of the hyperlinking party's site.
If you are one of the organizations listed in paragraph 11(VI) to paragraph 10(XII) above and are interested in hyperlinking to our website, you must inform us by sending an e-mail to Torque via this email address: support@torque.asia. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to the Torque Websites, and a list of the URLs on the Torque Websites to which you would like to hyperlink. Please wait two to three weeks for a response. If you do create a hyperlink to our website, you acknowledge that you are responsible for all direct or indirect consequences of the hyperlink, and you indemnify each member of Torque immediately upon demand for all loss, liability, costs or expense arising from or in connection with the hyperlink.
Approved organizations may hyperlink to our website as follows:
* XIII. by use of our corporate name;
* XIV. by use of the uniform resource locator being hyperlinked to; or
* XV. by use of any other description of our website being hyperlinked to that makes sense within the context and format of content on the hyperlinking party's site.
No use of Torque’s logo or other artwork will be allowed for hyperlinking absent a trademark license agreement.
### 16. Trademarks
""Torque"", “Torque Trading Systems”, “Torque SuperWallet”, the Torque logo and any other Torque product or service names, logos or slogans that may appear on our Services are trademarks of Torque in several countries, and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any trademark, product or service name of Torque without our prior written permission, including without limitation any metatags or other ""hidden text"" utilizing any trademark, product or service name of Torque. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons and scripts, is the service mark and/or trademark of Torque and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
### 17. Accuracy and Availability of the Torque Websites and the Torque Services
You acknowledge, agree and understand that:
> I. none of the Torque Websites and the Torque Services amount to investment advice or any marketing, or promotion or offer of any product or investment to you or any third party. You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that Torque may provide in connection with your use of the Torque Websites and the Torque Services. You will make your own independent decision to access or use the Torque Websites and the Torque Services;
> II. Torque 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 Torque Websites and the Torque Services;
> III. Torque shall not have any liability, contingent or otherwise, to you or to any third parties, for the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Torque Websites and the Torque Services or for delays or omissions of the Torque Websites and the Torque Services, or for the failure of any connection or communication service to provide or maintain your access to the Torque Websites and the Torque Services, or for any interruption in or disruption of your access or any erroneous communications between Torque and you, regardless of cause;
> IV. Torque shall not have any liability or be responsible in any way for your use of the internet to connect to the Torque Websites and the Torque Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced. You shall be responsible for any fees incurred in order to connect to the internet for the purpose of using or accessing the Torque Websites and the Torque Services;
> V. you are solely responsible for your own hardware used to access the Torque Websites and the Torque Services and are solely liable for the integrity and proper storage of any data associated with the Torque Websites and the Torque Services that is stored on your own hardware. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Torque Websites and the Torque Services. Torque will not be liable to you in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason;
> VI. if you travel to any Restricted Jurisdiction, the Torque Services may not be available and your access to the Torque Services may be blocked. You acknowledge that this may impact your ability to use the Torque Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address; and
> VII. certain of the Torque Websites and the Torque Services (including any software that may be produced, developed or published by Torque from time to time) may be beta versions being tested at the time of release (a “Development Service”). Consequentially, such Development Services may be unstable and may change from time to time. Torque does not warrant that the functionality of Development Services will meet your requirements or that the operation of Development Services will be uninterrupted or error-free. Torque reserves the right, at any time and for any reason, to discontinue, redesign, modify, enhance or change any Torque Websites and Torque Services (including the Development Services).
> VIII. You must notify Torque immediately in the event that you become aware of any of the Torque Websites and the Torque Services malfunctioning or an error occurring or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of the Torque Websites and the Torque Services.
### 18. Frames
Without prior approval and written permission, you may not create frames around our webpages that alter in any way the visual presentation or appearance of the Torque Websites.
### 19. Content Liability
We shall not be held responsible for any content that appears on your website. You agree to protect and defend us against all claims that rise from your website. No hyperlink(s) should appear on any website that may be interpreted as libellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
### 20. Force Majeure
Torque shall not be liable to you or any third party for any failure or delay in performing our obligations if such failure or delay is as a result of any occurrence that is beyond our reasonable control including but not limited to acts of God, internet outages, strikes, government actions, fire, market forces, storm, severe weather conditions, wars, terrorism, government authority and loss or malfunctions of utilities.
### 21. Our Actions on Violations
Torque reserves the right, at our discretion, to seek all remedies available at law and in equity for any violation of the Terms, including (but not limited to) the right to restrict, limit, suspend, or terminate your Torque Account and return any Contribution Cryptocurrencies deposited in your Account back to you, or deny you access to the Torque Services without notice.
Torque shall be entitled to disclose information (including, but not limited to, your User identity and personal details) when cooperating with law enforcement enquiries (whether or not such enquiries are mandatory under Applicable Law) or where permitted under or otherwise compliant with Applicable Law.
### 22. Suspension; Termination
In the event of any Force Majeure event (as defined in Section 20), breach of these Terms, or any other event that would make provision of Torque Services commercially unreasonable, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of Torque Services. We may terminate your access to Torque Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Torque Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms. In the event of termination, Torque will attempt to return any funds stored in your Torque Account not otherwise owed to Torque, unless Torque believes you have committed fraud, negligence or other misconduct.
### 23. Discontinuation of Services
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of Torque Services.
### 24. Limitation of Liability
Nothing in these Terms shall exclude or restrict Torque’s liability for any matter that cannot be excluded or limited under Applicable Law.
Subject to the foregoing, to the maximum extent permitted by Applicable Law:
> I. in no event shall Torque, our employees, affiliates, directors, stakeholders and third party services providers, be liable for any:
>> a. indirect or consequential loss;
>> b. special, punitive or exemplary damages;
>> c. loss of profit, business opportunity, revenue or goodwill;
>In each case, whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with authorised or unauthorised use of the Torque Websites and the Torque Services or the Terms, even if an authorised representative of Torque has been advised of, knew of or should have known of the possibility of such loss or damages; and
> II. Torque’s aggregate liability in contract, tort or otherwise (including any liability for any negligent act or omission) howsoever arising out of or in connection with the performance of its obligations under the Terms in respect of any one or more incidents or occurrences shall not exceed USD100.00 and is only allowed in connection with your use of the Torque Services in the six-month period immediately prior to the date of the incident, or the first incident of a series of connected incidents, giving rise to a claim made by you under the Terms.
### 25. Indemnification
You agree to indemnify and hold harmless each member of Torque and their respective employees, directors, officers, agents, contractors, affiliates, service providers, licensors, and associates, immediately upon demand from and against all claims, investigations, proceedings, court actions, lawsuits, demands, liabilities, damages, costs, losses or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, your or your authorised representatives’:
- I. Use of, or conduct in connection with, the Torque Websites and the Torque Services;
- II. Breach of the Terms or any other policy of Torque; or
- III. Violation of any Applicable Law or the rights of any other person or entity.
### 26. No Waiver
Any failure or delay by Torque to enforce any of the Terms or exercise any right, power or privilege under the Terms will not operate as a waiver thereof.
### 27. Confidentiality
You undertake not to disclose to any person or persons any Confidential Information that you may acquire in the course of your use of the Torque Websites and the Torque Services.
The obligations of this clause do not prevent you from disclosing Confidential Information either: (i) to a third party pursuant to a written authorisation from us, or (ii) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any Applicable Law, provided that Torque is notified prior to such disclosure to the extent permitted by Applicable Law.
### 28. Fees
You acknowledge and agree that, by using the Torque Services, network fees (i.e. gas fees) will apply. Network fees is a USD₮ charge determined by Torque depending on the network activity at the time of the withdrawal.
Torque has the right to revise and update the applicable fees at any time at its sole discretion.
### 29. Survival
Should any provision of the Terms be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected. If any provision is determined to be unenforceable, you agree to an amendment by Torque of such provision to provide for enforcement of the provisions intent, to the extent permitted by applicable law.
### 30. Assignment
You may not assign or transfer any right to use the Torque Services or any of your rights or obligations under the Terms without prior written consent from Torque, including by operation of law or in connection with any change of control.
Torque may assign or transfer any or all of its rights or obligations under the Terms, in whole or in part, without notice or obtaining your consent or approval.
Without limiting any of Torque's rights under the Terms, if Torque has transferred business of the Torque Services to another company, then Torque may, along with the business transfer, transfer to the business’ transferee Torque’s rights and obligations under the Terms, your registration information, and other customer information, and it is deemed that each User agrees to those transfers. The business transfer set out in this clause includes not only normal business transfers but also company splits and other forms of business transfer.
### 31. Dispute Resolution
Any dispute arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause.
The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The governing law of the arbitration shall be determined in accordance with the SIAC Rules.
Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Arbitration Information”) shall not be disclosed to any non-party except the tribunal, the SIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Arbitration Information to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.
### 32. Disclaimer
To the maximum extent permitted under Applicable Law, the Torque Websites and the Torque Services and any product, service or other item provided by or on behalf of Torque are provided on an “as is” and “as available” basis and Torque expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including 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, Torque does not represent or warrant that the Torque Websites and the Torque Services are accurate, complete, reliable, current or error-free, or free of viruses or other harmful components.
Torque shall make reasonable efforts to ensure that the Torque Websites and the Torque Services are available to you. However, access to the Torque Websites and the Torque Services may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads or events outside of Torque’s control. Torque will use commercially reasonable efforts to avoid downtime of the Torque Websites and the Torque Services during anticipated peak hours but assumes no liability (whether for related losses or otherwise) if the Torque Websites and the Torque Services or any part thereof are unavailable at any time or for any period.
The information on the Torque Websites and the Terms do not constitute or form any part of, and should not be construed as, an offer, invitation, advertisement or any other solicitation, an advice or recommendation to use or become a User of the Torque Services. Without limiting the foregoing, the information on the Torque Websites and the Terms do not constitute nor contain, and under no circumstances should be construed as, a public offering of the Torque Services, or an offer of the Torque Services to any person located in, or citizen or resident (tax or otherwise) of, or domiciled in a Restricted Jurisdiction. If access to the Torque Services by persons in a jurisdiction is restricted by law, anyone so accessing the Torque Services or attempting to access the Torque Services should inform himself/herself about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of Applicable Law.
Past performance is not a guide to current or future performance. The value of investments can fall as well as rise. Any forecasts and projections contained on the Torque Websites represent assumptions and expectations in light of currently available information; actual performance may differ from such forecasts and projections. Any expected rate of return referred to is not a guaranteed rate of return. There is no guarantee that the Torque Trading Systems will work under all market conditions or that the Torque Services are suitable for all persons and you should ensure you understand the risk profile of the Torque Services you plan to use. Opinions are subject to change without notice.
The Torque Websites and the Torque Services do not provide or purport to provide investment advice and do not have regards to the particular financial situation, investment experience and investment objectives of any person, and Users should not rely on any information provided by Torque for the purposes of any investment decision, and must make their own investment decisions based on their own financial situation, investment experience and investment objectives, after evaluating all relevant considerations and after consulting their tax, legal or other advisers as they believe necessary.
There are regulatory restrictions in certain jurisdictions with respect to participating in any arrangement or scheme involving the use of digital assets, including cryptocurrency. Torque takes no responsibility for the use of or participation by any person in the Torque Services. Torque does not make representations of any kind regarding managing funds or cryptocurrency for a third party. Torque does not market or advertise the Torque Services generally or to the public, and does not engage in solicitation or making of offers to any person.
Persons wishing to participate in the Torque Services are highly encouraged to do their own due diligence and obtain independent advice about the laws and regulations applicable to their home jurisdictions. Torque undertakes no liability for any breaches by such persons of any Applicable Law.
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