Terms & Conditions
Terms of Use
Viperium Ltd and its affiliates (hereinafter, “Viperium“, “we”, “us”, “our”) require that all users (User, you) of our internet website (collectively, the “Site”) adhere to the following Terms and Conditions.
By accessing and using the Site you confirm that you acknowledge and accept these terms and conditions and that you agree to comply with them. Please carefully read these terms and conditions before using the Site. If you do not agree to these terms, you must not use the Site.
WHO WE ARE
All references to “Viperium”, “us”, “we” or “our” apply to Viperium Ltd, a Saint Lucia International Business Company with company number 2025-0065, with its registered office at the offices of Fortgate Offshore Investment and Legal Services Ltd., Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, Saint Lucia, and its subsidiaries, parent company, and other affiliated entities, including without limitation, Viperium LLC-FZ, a private limited liability company organized and existing under the laws of the Emirate of Dubai, UAE.
THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
These terms of use refer to the following additional terms, which also apply to your use of the Site and any services we may make available:
- Privacy Policy
- Cookie Policy
If you subscribe to the Viperium platform and/or application, other terms and conditions for the operation of the Viperium platform and associated services (including any supplements, annexes, schedules, and any other terms supplied by Viperium) will apply to you.
You may subscribe to the Viperium platform by signing up via the Site or any applicable application, directly contacting with Viperium, or as otherwise provided by Viperium, after successfully completing any account registration, identity verification checks, and after acknowledging, accepting, and agreeing to such terms and conditions thereof.
WE MAY MAKE CHANGES TO THESE TERMS
We amend these terms from time to time. Every time you wish to use the Site, please check these terms to ensure you understand the terms that apply at that time.
WE MAY MAKE CHANGES TO THE SITE
We may update and change the Site from time to time to reflect changes to our products, our users’ needs, our business and services, and any other reason we deem proper.
WE MAY SUSPEND OR WITHDRAW OUR SITE
We make available the Site free of charge.
We do not guarantee that our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Site for business and operational reasons. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these terms of use and other applicable terms, and that they comply with them.
WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE
We may transfer our rights and obligations under these terms to another organisation. We will tell you in writing to the extent practicable if this happens and we will ensure that the transfer will not affect your rights under the contract.
YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE
If you choose, create, or select, or you are provided with, a user identification code, password, or any other piece of information as part of Viperium’s security procedures, you must treat such information as confidential and must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen, create or selected by you or allocated by Viperium, at any time, if in Viperium’s opinion you have failed to comply with any of the provisions of these terms of use. If you know or suspect that anyone, other than you, knows your user identification code or password, you must promptly notify Viperium at [admin@viperiumtrading.com].
NO TEXT OR DATA MINING, OR WEB SCRAPING
You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Site or any services provided via, or in relation to, the Site. This includes using (or permitting, authorising or attempting the use of):
- Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same.
- Any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
OUR INTELLECTUAL PROPERTY RIGHTS AND HOW YOU MAY USE MATERIAL ON OUR SITE
Viperium is the owner or the licensee, as the case may be, of all intellectual property rights in the Site, and in the material, information, content, reports, data, graphics, interfaces, web pages, text, files, software, products names, company names, trademarks, logos, published or contained on it, including the manner in which such content is presented or appears. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. You may print off one copy, and may download extracts, of any page(s) from the Site only for your personal use and you may only draw the attention of others within your organisation to content posted on the Site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Viperium’s status (and that of any identified contributors) as the authors of content on the Site must always be acknowledged. You must not use any part of the content on the Site for commercial purposes without obtaining a licence to do so from Viperium or Viperium’s licensors. If you print off, copy, download, share or repost any part of our site in breach of these terms of use, your right to use the Site will cease immediately and you must, at Viperium’s option, return or destroy any copies of the materials you have made.
DO NOT RELY ON INFORMATION ON THIS SITE
The content on the Site is provided for general information only. The content may not be accurate, up to date, complete or untampered and is not to be relied upon. It is not intended to amount to advice on which you should rely and should not be interpreted as a recommendation for any specific product or service. The content on this Site is not intended to be used as a substitute of any kind for professional advice. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site. The Site and the content are not and are not to be construed as an offer to sell any product, service by Viperium. Although Viperium makes efforts to update the information on the Site, Viperium makes no representations, warranties or guarantees, whether express or implied, that the content on the Site is accurate, complete or up to date.
All content on the Site is provided to you “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties of merchantability and fitness for purpose, title, non-infringement, security or accuracy.
Viperium does not endorse and, to the extent permitted by law, is not responsible for the accuracy or reliability of any opinion, advice or statement made through the Site by any party other than Viperium. Under no circumstance will Viperium be liable for any loss or damage caused by a your or any third party’s reliance on information obtained through, contained in, or published on the Site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the Site.
WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO
Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by Viperium of those linked websites or information you may obtain from them. Viperium has no control over the contents of those sites or resources, regardless if such sites or resources belong to, or are controlled by, third parties that are affiliated with Viperium. Third party sites and resources have their own legal policies, privacy and data collection policies, and applicable terms which are distinct from those of Viperium. Viperium is not responsible for the contents of any third-party sites and resources and does not make any representations regarding the content or accuracy of material on such sites. Accessing, using and viewing these third-party sites or resources is entirely at your own risk.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
In no event will Viperium, its affiliates, agents, licensors, suppliers, or their respective directors, officers or employees be liable for any special, indirect, incidental, punitive, exemplary, economic, or consequential damages, howsoever caused including but not limited to damages for business interruption, loss of use, loss of business opportunity, goodwill or reputation, lost profits, anticipated savings, business or revenue, even if Viperium or any of its lawful agents of employees have been advised of the possibility of such damage or claim. In no event will Viperium, its affiliates, agents, licensors, suppliers, or their respective directors, officers or employees, be liable for damages or losses resulting from viruses, data corruption, failed messages, transmission errors or other problems, links to third-party websites, personal injury, third-party content, products or services, damages or losses caused by you or your employees, agents or subcontractors, loss of use, the use or inability to use the Site or the content, any other website accessed to or from this Site; or events beyond the reasonable control of Viperium, even if Viperium or any of its lawful agents, or employees have been advised of the possibility of such damage or claim.
HOW WE MAY USE YOUR PERSONAL INFORMATION
Viperium will only use your personal information as set out in our Privacy Policy [LINK].
CONFIDENTIALITY AND TRANSMISSIONS OVER THE INTERNET
The transmission of data or information, including without limitation communications by email, over the internet or other publicly accessible networks is not secure and is subject to possible loss, interception, or alteration, while in transit. Viperium does not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the internet or other publicly accessible networks, including without limitation transmission involving the exchange of email with Viperium containing your personal information. While Viperium shall take commercially reasonable efforts to safeguard the privacy of the information you provide to Viperium and shall treat such information in accordance with its Privacy Policy, in no event will the information you provide to Viperium be deemed to be confidential, create any fiduciary obligations to you on Viperium’s part, or result in any liability to you on Viperium’s part in the event such information is inadvertently released by Viperium or accessed by third parties without Viperium’s consent.
WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM
Viperium does not guarantee that the Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the Site. You should use your own virus protection software. You must not misuse the Site by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. In the event of such a breach, your right to use our site will cease immediately.
RULES ABOUT LINKING TO OUR SITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to the Site in any website that is not owned by you. The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page.
Viperium reserves the right to withdraw linking permission without notice.
GOVERNING LAW AND JURISDICTION
These terms are governed by and construed in accordance with the laws of the Emirate of Dubai applicable therein, without regard to conflict of law principles. All rights and remedies whether conferred by this agreement or by applicable law shall be cumulative. Viperium and the User hereby irrevocably agree to the exclusive jurisdiction of the courts of the Emirate of Dubai.
Terms and Conditions
These Terms and Conditions (Terms) together with any other applicable terms and policies, apply in relation to the use of the Services (as defined below) between Viperium (Viperium, we, our, us) and you as user of our services (Client, you, your). References to ‘Viperium’, ‘we’, ‘us’, or ‘our’ include our subsidiaries, parent company, and other affiliated entities, including without limitation, Viperium LLC-FZ, a private limited liability company organized and existing under the laws of the Emirate of Dubai, UAE, which may provide services or process data on our behalf, including certain features, products, and services on our Website. Viperium and any user of the service are each referred to as Party and together referred to as Parties.
Please read these Terms carefully. They set out your rights and responsibilities when you use the Services, and other important information.
1. About Us
1.1. Company Details: We are Viperium Ltd, a Saint Lucia International Business Company with company number 2025-0065, with its registered office at the offices of Fortgate Offshore Investment and Legal Services Ltd., Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, Saint Lucia.
1.2. We offer various services through our website www.viperiumtrading.com and other relevant sub-domains.
1.3. Contact Details: To contact us, email us at admin@viperiumtrading.com or telephone us at +971 585 943102.
2. Our contract with you and applicable terms
2.1. You accept and agree to be bound by these Terms and any other terms and policies referenced herein:
2.1.1. by clicking any button or box marked “accept” or “agree” (or a similar term) in connection with the Terms (and all incorporated terms and policies) or by signing these Terms, as the case may be; or
2.1.2. by accessing and/or using the Services.
2.2. If you do not agree and accept the Terms, please refrain from accessing or using the Services. Your acceptance of the Terms is deemed to prove that you have read, understood, agreed to, and accepted to be bound by the Terms and all incorporated terms and policies, and that you undertake to abide by them in full.
2.3. This Agreement apply to the provision of the Services by Viperium to You and Viperium’s relationship with You in relation to these Services.
2.4. Other applicable terms. The Privacy Policy and Cookie Policy are deemed to form an integral part of this Agreement; these policies are accessible via our Website. The Terms together with any applicable policy constitute the Agreement.
2.5. Entire agreement. Other than any terms and policies that we explicitly refer to in this Agreement or our Website to apply in relation to the Services, you agree that no other terms apply or are herein incorporated, either express or implied by law, trade custom, practice, or course of dealing. You acknowledge, agree, and accept that you have not relied on any statement, promise, representation, or warranty that is not set out in the Agreement.
2.6. Electronic data same value as paper documents. You acknowledge that all electronic data regarding transactions, electronic documents and information gathered through the Viperium Platform, and applicable system loggings, any and all actions performed by using your Account in the Viperium Platform, and the use of the Services shall be valid and causing the same legal effects as the actions and transactions formalized by a paper document signed by you, and if you are acting on behalf of a legal entity, then also by a paper document signed by you and endorsed with the stamp of such entity, and will have the same legal and evidentiary value as paper documents and that they can be used as evidence in court or other judicial or arbitral proceedings.
3. Interpretation
3.1. These definitions apply in the Agreement.
AML/CTF means anti-money laundering and counter-terrorism financing.
Business Day means a day other than a Saturday, Sunday, or public holiday in the Emirate of Dubai, when banks are open for business.
Fee means the one-time sign-up fee you pay at the time of registration to obtain access to the Services, which shall not in any case be deemed a deposit into a trading account. The details and structure of the fee shall be made available on the Website.
Platform means a software with relevant user interfaces available on the Website and/or otherwise accessible, owned, administered, supported, and developed by Viperium for proprietary trading, including the Services stipulated in this Agreement.
Services means the software, interfaces, features, functionalities, and services made available through the Viperium platform as described in Clause 5.
Viperium Material means any content on the Website and any other material that may be made available by Viperium to users.
VPR Token means the utility token issued by Viperium in accordance with the Whitepaper.
Website means Viperium website [] including all its sub-domains.
3.2. In the Agreement:
3.2.1. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
3.2.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
3.2.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
3.2.4. Unless the context otherwise requires, words in the singular shall include the plural and,in the plural, shall include the singular.
3.2.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
3.2.6. A reference to a statute or statutory provision is a reference to it as amended, re enacted supplemented, varied or replaced.
3.2.7. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
3.2.8. A reference to a document or agreement (including a reference to this Agreement and Terms) is to that document or agreement as amended, supplemented, varied or replaced.
3.2.9. Words like “include”, “includes” and “including” or words with similar meaning shall be deemed to be followed by the phrase “without limitation”.
4. Access rights
4.1. Upon registration and payment of the applicable Fee, Viperium grants you a limited, nonexclusive, non-transferable, revocable right to access and use the Services available on the Platform, solely for the purpose of participating in the proprietary trading programme and other relevant services, features, tools, and functionalities made available in the Platform, in accordance with these Terms.
4.2. You acknowledge that no right granted under this Agreement shall be deemed to convey any ownership rights in the Platform, trading systems, or any of the Provider’s intellectual property. All rights not expressly granted herein are reserved by the Provider.
4.3. The rights granted herein shall remain in effect for the duration of the Agreement and shall automatically terminate upon expiry, termination, or breach of these Terms.
5. Services
5.1. The Services consist of access to funded proprietary trading accounts (Trading Account) using Viperium’s proprietary trading capital, within a structured tiered advancement system.
5.2. Payment of the Fee grants access to a Trading Account. The available trading balance (the Credit Balance) is determined in the Viperium Material. You may progress through successive tiers, each with a higher proprietary capital allocation, upon achieving predefined profit milestones. The number of available tiers, the profit targets, and the proprietary capital allocation amounts for each tier are made available in the Viperium Material. Viperium maintains discretion to change number of available tiers, the profit targets, and the proprietary capital allocation amounts for each tier in its sole discretion. Such changes will be reflected in the updated Viperium Material, and they should take effect once published in any part of the Viperium Material, including without limitation the Website.
5.3. The Services include:
5.3.1. access to Trading Accounts using Viperium’s proprietary trading capital;
5.3.2. access to the account dashboard;
5.3.3. risk management and automatic monitoring tools, including stop-loss and profit-cap
parameters per tier, as described on Viperium Material;
5.3.4. account analytics and performance tracking tools;
5.3.5. educational and informational resources;
5.3.6. access to VPR token-linked features (including tier boosting and queue priority); and
5.3.7. optional programs subject to their own terms and conditions.
5.4. You acknowledge that you are trading with Viperium’s proprietary capital under a proprietary trading arrangement. Depending on your trading performance and the achievement of defined milestones, you will be entitled to a portion of the trading gains generated, which will be credited to your Cash Balance (or Cash Wallet) as determined in the Viperium Material.
5.5. You understand and agree that all profits and losses generated through trading activity affect your tier placement under the tier progression model and, accordingly, the funded amount (Credit Balance) allocated to your Trading Account. Losses do not affect your accumulated Cash Balance except where expressly stated in the Viperium Material.
5.6. For the purposes of these Terms:
5.6.1. Credit Balance refers to the proprietary trading capital allocated by Viperium to the Trading Account, which is determined based on your tier and trading performance. It represents Viperium’s funds, not yours.
5.6.2. Cash Balance (or Cash Wallet) refers to the portion of trading profits that becomes available to you for withdrawal, subject to the milestone and withdrawal structure defined by the Platform.
5.6.3. Losses affect only your tier placement, and thereby, the available Credit Balance. You are not required to reimburse trading losses.
5.7. Unless expressly agreed otherwise, you will not be entitled to remuneration or profit beyond the amounts withdrawable under the milestone and Cash Wallet structure defined by the Platform.
Please read the Viperium Material for more details on profit caps and withdrawal entitlements.
5.8. You will not be required to reimburse trading losses. Trading losses will result in automatic closure of active positions and may revert you to a previous tier under Viperium’s tier progression model if losses reach a level defined in the Viperium Material.
5.9. None of the Services provided by Viperium constitute investment services or financial advice under applicable laws. Viperium does not give or provide any guidance, recommendations, or instructions regarding specific trades, strategies, or market positions. No employee, agent, or representative of Viperium is authorised to provide investment advice. Any information or communication that may appear as such is deemed non-binding, and Viperium disclaims all responsibility for reliance thereon. Viperium operates solely as a proprietary technology and trading platform that provides access to analytical tools, performance evaluation systems, trading interfaces, and proprietary-funded account programs.
5.10. Access to the Services requires holding and/or forfeiting a specified amount of Viperium Tokens (VPR). VPR tokens serve as the utility medium for platform access, tier progression, and queue priority. More details on the VPR token are available in Viperium’s Whitepaper. You acknowledge that holding or using VPR tokens does not represent ownership, equity, or any right to profit distribution from Viperium or its affiliates. You are responsible for linking your cryptowallet with Viperium for VPR token transactions. Your wallet will be subject to applicable terms and conditions, and other applicable policies, to which you agree to adhere.
5.11. Where access to live trading environments, market data, or execution functionality is made available through integration with third-party regulated service providers, such services are governed exclusively by the terms and conditions of those external providers. Users must read, understand, and agree to those terms before participating in any such activity. Viperium shall not be responsible for the execution, settlement, accuracy, or outcome of any trades executed by or through such external providers, nor for any acts or omissions of such third parties.
5.12. The relationship between Viperium and users shall not constitute a client–investment firm relationship. Users acknowledge that Viperium does not act as a broker, financial intermediary, or investment adviser, and no fiduciary or advisory duty is created through the use of the Services.
6. Account Opening
6.1. To order and use the Services, you must create a User Account by providing us with all information requested, such as personal information and information and documents proving your identity and capacity, or your authorisation and power to bind a legal person, business details of the legal entity, and the director(s), secretary, and ultimate beneficial owner of the entity, and other relevant information and documents. We may also require you to answer certain questions or take actions to verify your identity or ensure your or our compliance with applicable laws.
6.2. We reserve the right to refuse to create a User Account for you and to grant you access to the Services; such a right to be exercised based on our sole and absolute discretion.
6.3. To create a User Account, you must use an email address, a password, a username, or other authentications, codes, or credentials. You will use your credentials to log in to your User Account. You need to follow the instructions we send you for your access to the User Account.
6.4. You acknowledge that if you provide an identification number, tax registration number or other similar information in the registration or in the User Account, or if you state that you are a legal entity, you will be considered as an entrepreneur (trader) for the purposes of these Terms and when using the Services, and the provisions of these Terms or the applicable law that grant rights to consumers will not apply to you.
6.5. It is your responsibility to protect your credentials and login details. Your credentials are strictly personal, and you agree not to divulge them to a third party. Any violation of the confidentiality of your credentials will be considered a material breach of this agreement, and we may block access to or terminate your User Account. We shall not be liable for any claims, damages, losses, or other harms whatsoever, that result from or are related to, in whole or in part, your failure to protect the confidentiality of your login credentials.
6.6. It is your responsibility to ensure that your email address remains valid and update your email address if necessary. We will communicate with you via email in relation to the Agreement and Services. Hence, you need to ensure that you register an updated, working, valid, and accessible email address.
6.7. You are permitted to hold only one active User Account, unless Viperium expressly authorises otherwise in writing. Account Balances, Trading Credits, or performance data cannot be transferred, combined, or aggregated across multiple Accounts or Services. You may not transfer, assign, or otherwise dispose of your Account, nor may you share, rent, or sub-license its access to third parties.
6.8. Viperium will use reasonable efforts to ensure that the Platform and the User Account are available for use; however, you acknowledge that availability may be temporarily interrupted for maintenance, upgrades, network failures, system outages, or other reasons beyond Viperium’s control. Viperium shall not be responsible, and no compensation shall be due, for any unavailability, delay, or data loss resulting from such events.
6.9. Viperium may suspend, restrict, or limit your Account at any time where:
6.9.1. it suspects unauthorized use, fraud, or security breach;
6.9.2. you fail to comply with these Terms or with applicable laws and regulations;
6.9.3. you provide inaccurate or misleading information; or
6.9.4. such action is required to protect the integrity of the Platform or its users.
During suspension, your access to Services may be temporarily disabled without prior notice.
6.10. You may request cancellation of your Account at any time by submitting a written notice to admin@viperiumtrading.com. Account cancellation constitutes termination of the Agreement between you and Viperium. Upon termination, you will lose all rights to access the Platform, including your Trading Account, and no refund of Fees, tokens forfeited, or costs paid will be made.
6.11. Upon Account closure, your access to the Services will cease immediately. Any remaining Cash Balance available for withdrawal, subject to milestone conditions and compliance verification, will be processed in accordance with Viperium’s withdrawal policies. All proprietary trading capital (Credit Balance) and non-withdrawable platform funds revert to Viperium.
7. Payment, Refund, and Inactivity
7.1. The Fee for access to the Services and the funded Trading Account and any other specific charges, are stated on Viperium Material. All amounts are denominated in United States Dollars (USD) unless otherwise specified. Access may require holding and/or forfeiting a defined amount of VPR Tokens, as described in the Viperium Material.
7.2. The Fee is paid in consideration for Viperium granting you access to the Services, including the funded proprietary Trading Account, the platform interface, risk management tools, and other functionalities described in the Agreement and the Viperium Material. The Fee covers administrative, technological, and funding costs associated with providing access to the proprietary trading environment.
7.3. The Fee and any other applicable charges may be paid by credit or with debit card, crypto-asset payment, or other payment methods supported on the Platform. By confirming payment, you authorise Viperium (or its designated payment processor) to charge your selected payment method for the total amount displayed at checkout.
7.4. Access to the funded Trading Account is activated once the Fee has been paid in full.
7.5. The Fee is a one-time, non-recurring payment that grants you access to a funded Trading Account under the applicable tier and tier-progression model. No additional or recurring fees are charged during the active period of your Account, except:
7.5.1. where trading losses trigger automatic positions closure and move to a previous tier, and a restart is required under the tier-progression rules, in which case a new Fee must be paid to resume trading; or
7.5.2. where expressly stated for optional programs, additional services, or VPR token-based features made available by Viperium.
7.6. In the event of inactivity for 14 days or more, the Platform may reduce the Credit Balance by an inactivity fee amount. The reduction in Credit Balance will continue until you resume trading or reach a loss that automatically closes your Trading Account as defined in the Viperium Material.
7.7. You acknowledge and agree that once your funded Trading Account is activated by Viperium and you carry out one trade, the Fee becomes strictly non-refundable. At that point, the Services have been provided and consumed, including allocation of proprietary capital, and you lose your right of withdrawal. For the avoidance of doubt, you are paying for access to the Services, not for a guaranteed outcome or profit.
7.8. You are not entitled to a refund of the Fee or restoration of the Credit Balance corresponding to applied inactivity fee:
7.8.1. When you cancel or request cancellation of your Account or Services for any reason;
7.8.2. you fail to meet, complete, or continue participation in the trading program or tier progression;
7.8.3. your Account is terminated for violation of these Terms or any applicable law; or
7.8.4. you fail to satisfy performance or milestone conditions required for tier advancement or withdrawal eligibility.
7.9. If you lodge an unjustified complaint, payment dispute, or chargeback request with your bank or payment provider (including through chargeback or dispute-resolution services) regarding a Fee validly paid to Viperium, Viperium may, at its sole discretion, immediately suspend or terminate your Account and refuse any future access to the Services. Viperium reserves the right to recover any associated costs or losses arising from such unjustified disputes.
7.10. Viperium reserves the right to unilaterally change the Fees, pricing structures, or parameters of the Services at any time. Any such change will be effective from the date specified in the notice published on the Website or communicated through your Account. Changes will not affect Services that have already been purchased and activated prior to the notice of change.
7.11. Where VPR tokens are used or forfeited for access, tier-boosting, or other token-linked functions, such tokens are considered consumed within the ecosystem and are non-refundable once applied or burned. Token transactions are final and irreversible.
7.12. Any payment or refund inquiries must be submitted in writing to admin@viperiumtrading.com. You agree not to initiate any chargeback or reversal without first contacting Viperium to resolve the matter in good faith. Unauthorised chargebacks may result in immediate account suspension or permanent denial of access.
7.13. Right of withdrawal: If you are a consumer and your User Account has not been activated and no trading activity has occurred, you may request cancellation within 14 days of payment where and to the extent required by mandatory consumer law applicable to you. Viperium may retain a reasonable portion of the Fee to cover administrative, compliance, and account-creation costs. Once your funded Trading Account is activated and you place your first trade, you expressly request and agree that the provision of digital services begins immediately, and you lose any statutory withdrawal right for the Services.
Your withdrawal from the Agreement must be made via the Platform within the specified time limit. We will confirm the receipt of the form to you in text form without undue delay. If you withdraw from the Agreement, Viperium will refund you without undue delay (no later than 30 days after your withdrawal from the Agreement) all fees We have received from you, in the same way in which you paid them.
No withdrawal or cancellation right is available for non-consumers.
8. Account Hold and Inactivity
8.1. You may request a temporary hold onto your Trading Account for up to 30 calendar days per rolling 12-month period. Approval is discretionary and subject to eligibility and risk/compliance checks by Viperium. During a hold: (a) no trading is permitted; (b) inactivity fees do not accrue; (c) tier progression is paused; (d) automatic stop-loss / profit-cap logic remains in force on any positions that must be closed before the hold becomes effective.
8.2. Holds are available only to accounts in good standing (no suspension/investigation) with no open positions. Viperium may deny or limit holds to protect Platform integrity. Holds may not be used to avert, delay, or escape loss thresholds, automatic closures, or risk-control triggers. Attempts to use holds for such purposes constitute a breach of Clause 10.
8.3. Holds must be requested via the Platform or support. A hold takes effect only when Viperium confirms it in writing. You may request an early end of a hold. Otherwise, access resumes automatically at the end of the approved period. Holds do not extend any time-bound provisions or benefits. Any extension is at Viperium’s discretion.
9. Risk Assumption
9.1. You agree, acknowledge, and understand that trading entails risks. By entering into the Agreement, you assume and accept all relevant risks, for which Viperium shall have no liability, including without limitation:
9.1.1. Trading involves substantial risk of loss. Prices may move rapidly, gap, or become illiquid. You may incur losses despite automated risk controls. Such losses will not affect any capital contribution as Trading Accounts are of a proprietary nature of Viperium, but they will affect your tier placement and potential earnings.
9.1.2. Your Trading Account is subject to system-enforced risk parameters as described in the Viperium Material. These controls do not guarantee prevention of loss.
9.1.3. Slippage, latency, partial fills, platform maintenance, third-party outages, or data delays may occur. Orders may execute at prices different from indicative quotes, including during high-volatility events and they may be affected by the full risk of disclosures made available by the trading third parties.
9.1.4. Where execution or market data is provided, it will be provided by regulated third parties. Your use will then be subject to their terms. Viperium is not responsible for their acts/omissions (see clause 5.11).
9.1.5. Viperium does not provide investment advice or personal recommendations (see clause 5.9). Any information is educational or informational only.
9.1.6. There is no guarantee of profits. No refund or compensation is due for losses, missed opportunities, or outcomes related to your trading performance, inactivity, or market conditions.
9.1.7. VPR is a utility for access and features, not an investment. Token use (including forfeiture/consumption for boosts or access) is final and does not create ownership or profit rights.
10. Rules and Prohibitions
10.1. When using your Trading Account, you must act in a fair, responsible, and professional manner, consistent with market standards and the rules of prudent risk management. All trades must comply with the terms of your tier level, the automatic risk management parameters described in the Viperium Material, and applicable laws and regulations.
10.2. You may use any legitimate trading strategy or approach that complies with these Terms and the limits of your current tier. While Viperium encourages users to adopt sound and responsible trading practices, it does not offer any investment advice or recommendations. You must respect the automated loss and profit caps built into the system.
10.3. You acknowledge that all activity on the Trading Account is monitored and recorded by Viperium for risk management, profit and tier assessment, compliance, and performance analysis purposes. Viperium may review your activity at any time to ensure adherence to these Terms and may share aggregated or anonymised performance data internally for analytical and ecosystem stability purposes.
10.4. You are prohibited from carrying out any activities that may jeopardise Viperium, the Platform, Viperium’s reputation, or Viperium’s partnerships with any third parties. You must not:
10.4.1. exploit any system errors, limitations, or delays;
10.4.2. carry out any manipulative or coordinated trading which includes practices to manipulate market exposure, performance metrics, or risk controls;
10.4.3. use external automated or other systems, such as high-frequency trading, artificial intelligence, mirror trading, or similar automation not expressly approved by Viperium;
10.4.4. open positions that are disproportionately large relative to your tier;
10.4.5. permit any third party to access or operate your Trading Account, or trading on behalf of another person or entity, whether for compensation or otherwise. Each account is strictly personal and non-transferable;
10.4.6. carry out or refrain from or attempt to carry out or refrain from, any actions that circumvent the rule for only one account per user;
10.4.7. attempt to circumvent loss thresholds or platform limits; bypass, disable, or exploit the system’s automatic stop-loss, profit-cap, or tier-progression model;
10.4.8. engage in fraudulent activities or misuse the platform; or
10.4.9. engage in threats, abusive conduct, defamatory statements, or coordinated actions that may harm Viperium’s reputation, operations, or community.
10.5. If you engage in any prohibited practices under clause 10.4 or breach the rules of fair trading, Viperium may, at its sole discretion:
10.5.1. remove or disregard any trades or profits derived from such activity;
10.5.2. suspend or downgrade your tier or account privileges;
10.5.3. impose enhanced supervision limits;
10.5.4. permanently close your Trading Account and revoke access to the Services;
10.5.5. forfeit any Cash Balance, unwithdrawn profits, or token-based rewards linked to the violation; and/or
10.5.6. refuse future access to any Viperium program.
10.6. If Viperium terminates your Trading Account under Clause 10.5, you waive any right to dispute such termination or claim compensation or refund. Any prior fees paid, including Fees or forfeited tokens, shall not be refundable.
10.7. Viperium is not responsible for your trading or investment activities outside its proprietary trading ecosystem. Any attempt to replicate your performance in external environments is undertaken at your own risk.
10.8. You understand that trading involves substantial risk of loss and that past performance does not guarantee future results. The funded Trading Account is provided solely for participation in the Viperium proprietary trading program and does not constitute an investment or financial service.
10.9. Viperium may adjust leverage, margins, or exposure limits before/after scheduled macro events, earnings, market opens/closes, or during abnormal volatility. Activity may be restricted to preserve Platform integrity.
10.10. Without limiting clause 10.5, Viperium may neutralise trades/results linked to violations, impose enhanced limits, or close accounts without liability or compensation.
11. Withdrawal of Cash Balance
11.1. Withdrawals from the Cash Balance are permitted only after you have reached the profit milestones and conditions defined in the Viperium Material, including minimum trading days, active tier standing, and compliance with risk management and conduct rules.
11.2. You may request a withdrawal through the Platform. All withdrawals are subject to:
11.2.1. verification of account activity and compliance status;
11.2.2. completion of any AML/CFT and KYC checks; and
11.2.3. confirmation of final balances by Viperium’s internal risk systems.
11.3. Viperium reserves the right to delay or reject withdrawal requests if:
11.3.1. the requested amount arises from trading activity currently under review for rule violations, market manipulation, or latency abuse;
11.3.2. system or technical verification is ongoing; or
11.3.3. there are pending investigations, compliance issues, or regulatory obligations requiring retention of funds.
11.4. Withdrawals will be made using the same payment method you used for fee payment, unless otherwise agreed by Viperium. All withdrawal amounts are processed in United States Dollars (USD) unless stated otherwise in the Platform.
11.5. The minimum withdrawal threshold and any applicable withdrawal frequency limits are stated on the Platform. Fees, if any, associated with the payment method or transaction network shall be borne by you.
11.6. You acknowledge and agree that:
11.6.1. only realised and verified gains in the Cash Balance are withdrawable;
11.6.2. any unverified, unsettled, or open trade results do not form part of the withdrawable amount;
11.6.3. you have no right to withdraw or claim any portion of the proprietary trading capital (Credit Balance), which remains the exclusive property of Viperium.
11.7. Viperium shall process verified withdrawal requests within a reasonable time, typically within 7 to 14 Business Days following approval, excluding any time required for third-party or blockchain network confirmations.
11.8. All withdrawals are final once processed. Viperium is not liable for delays, losses, or charges arising from payment intermediaries, blockchain network congestion, or external payment processors.
11.9. If you breach these Terms or the trading conduct rules in Clause 10, Viperium reserves the right to forfeit any pending or unpaid Cash Balance and deny future withdrawal eligibility, or seek refund of already awarded Cash Balance.
12. Viperium representations and warranties
12.1. To the extent permitted by law, we exclude all warranties, representations, conditions, and all other terms of any kind whatsoever as to any matter whatsoever, whether express or implied by statute or common law or the operation of law. Notwithstanding the generality of this clause, we do not warrant the reliability, availability, accuracy, or completeness of information or Services on the Platform, and we confirm that all information and Services provided “as is” without warranty of any kind, express or implied.
12.2. While we attempt to make your access to any use of the Platform, our website, and Services and content safe, we do not represent or warrant that the Platform, Website, Services, and any functions contained therein are error-free, uninterrupted, free of viruses or other harmful components.
12.3. We cannot guarantee the security of any data that you disclose online. You accept the inherent security risks of providing information and dealing online over the internet.
12.4. We do not warrant that the functions contained in the Platform will meet your requirements, expectations, or business objectives.
12.5. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack, unless such damage or interruption directly resulted from our gross negligence, fraud, or wilful misconduct. You should always log into your User Account through the Website or any other means made available by Viperium to review any required actions if you have any uncertainty regarding the authenticity of any communication or notice.
13. User Obligations and Requirements
13.1. You undertake to:
13.1.1. adhere to the terms of this Agreement and any other documents referenced herein and any other applicable provisions governing the use of our Services.
13.1.2. at all times comply with all applicable laws and regulations, including, but not limited to, AML/CTF regulations, personal data protection laws, unfair commercial practices laws and regulations, consumer rights laws, etc.
13.1.3. provide us with information, documents, and data which is accurate, correct, true, up to date, not misleading and free of viruses or other harmful components that could interfere with the normal operations of Viperium’s website, and Services.
13.1.4. provide us with all necessary cooperation in relation to the Agreement.
13.1.5. notify us immediately without any delay (on the same Business Day or the next available Business Day) on suspicion of improperly provided Services, of loss, theft, unauthorised use, or illegal acquisition of the login data, and also of loss of your electronic device used for logging onto the Platform.
13.1.6. take all reasonable measures necessary to prevent illegal disclosure, appropriation, or use of your data related to transactions in the Platform.
13.1.7. notify us immediately of any changes to any information you have provided to us in connection with this Agreement and your User Account and/or of any material change in your circumstances that might affect your performance of this Agreement, including any change of control or constitution, business model or the goods and/or services you sell or distribute or of any change to any regulatory requirement to which you are subject, which might have an adverse impact on our compliance with applicable law or any of applicable regulatory requirements, or your standing (Material Change) without undue delay prior to the change(s) coming into effect and in any event prior to taking or making payments related to the Material Change.
13.1.8. submit any documents at the request of the Company and in the manner requested by the Company supporting any of your changes in information or circumstances.
13.1.9. obtain and maintain all necessary licences, consents, and permissions necessary for you to perform your obligations under the Agreement.
13.1.10. maintain the security and confidentiality of your passwords, PINs, two-factor authentication devices or backups, usernames, or any other authentications, credentials, or codes that we make available to use to access your User Account or Services.
13.1.11. immediately notify us of any unauthorised access, use or disclosure of your User Account credentials, or any relevant breach or suspected breach of security (including breach of your systems or networks). You will provide us with all relevant information we reasonably request to assess the security of the assets, User Accounts and Trading Account.
13.2. You must place at least one trade within 7 days of activation of the Trading Account. If you fail to trade within 7 days, Viperium reserves the right to suspend or restrict your account.
13.3. You acknowledge that in order to use the Services, you must obtain the appropriate technical equipment and software, including third-party software (e.g., software for the use of the Platform), at your own risk and expense. The internet access, purchase of the equipment, and purchase of the web browser and its updates are at your own risk and expense. Viperium does not warrant or guarantee that the Services will be compatible with any specific equipment or software. Viperium does not charge any additional fees for the internet connection.
14. AML/CFT requirements
14.1. For some of our Services, we may be required to carry out relevant AML/CTF checks. As such, we implement strict AML/CFT and know-your-customer checks before establishing our business relationship with you, during the provision of our services to you, or to carry out occasional transactions, as we may be required. For the purposes of know-your-customer where we are required to carry it out, it is necessary for us to obtain from you and retain the required documents, information, and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information, as well as other information for your source of funds, wealth, and other appropriate checks.
14.2. We also implement proper transaction monitoring, carry out monitoring reporting, and checks to identify any suspicious, or unusual operation or transaction, or for random checks. In case of any suspicious or unusual operation, we shall have the right to suspend any transaction, including, but not limited to, the suspension of a withdrawal of your transaction and/or account, for a certain period of time. In that case, we shall not be liable to you or your customers for any default on any contractual obligations, and/or for any damages or losses sustained by you.
14.3. We must report any suspicious activity identified during the business relationship with you to the relevant authorities. We shall not be liable to you for the execution of such duties.
14.4. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our instructions will result in our Services and your Account being or becoming unavailable to you.
14.5. We shall have the right to restrict or terminate the provision of the Services if, before, after, or at the execution of any particular transaction, you do not submit to us or avoid, or refuse to submit to us the requested documents, information, and/or material, or conceal the requested documents, information, and/or material or provide incorrect or incomplete requested information, or otherwise fail to comply with any other instructions we give.
14.6. We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods.
14.7. We shall be entitled to terminate a business relationship with you at any time if we determine that continuing such a business relationship with you might expose us exposes us to a money laundering, terrorist financing risk beyond our appetite.
14.8. We have the right to use an outsourcing agent and service provider for the implementation of AML/CFT checks as provided in the Agreement and as required by applicable law. If you do not comply with the said provider’s instructions and requests or fail to provide the requested data or information necessary to confirm your identity and/or perform customer due diligence, we have the right to terminate our business relationship with you.
15. Security
15.1. We may stop or suspend the use of the Services for safeguarding the security of the Services or to prevent the suspected, unauthorised or fraudulent use of the Services. We shall not be held liable for any losses whatsoever you or any third party incurs as a result of blocking your access to the Services or your User or Trading Account.
15.2. We reserve the right to request a change of your User or Trading Account for security reasons.
16. Use of subcontractors and third-party providers
16.1. You understand, agree, and accept that we may perform any of our duties or obligations under the Agreement through subcontractors, agents or affiliates, whenever and on such terms and conditions as we, in our sole discretion, deem necessary or appropriate to perform such duties or obligations or liabilities; provided that no arrangement with such subcontractor, agent or sub-custodian shall discharge us from our duties and obligations for the selection and instruction of such subcontractor, agent or affiliate.
16.2. You may be subject to the terms of other third party providers.
17. Development, Modification, and suspension of Services
17.1. We reserve the right to exercise our discretion at any time to develop, improve, and otherwise modify the Services or other programs related to our Services provision, the functions and functionality of the Services. If needed and possible, at our discretion we will publish information about the changes indicated in this clause on the Services. We assume no responsibility for any losses and inconvenience to you and/or any third parties, which may be caused as a result of exercising our rights indicated in this clause.
17.2. We may suspend or restrict your access to the Services and/or deactivate or terminate or cancel your User or Trading Account for any of the following reasons: (i) a security incident involving the systems of Viperium; (ii) to comply with any law, regulation, court order, or other governmental requests; (iii) to otherwise protect us from potential legal liability or for other legitimate reasons; (iv) if we reasonably suspect that you are using the User or Trading Account in a way that is contrary to clause 10; (v) if we perceive a risk of legal or regulatory noncompliance associated with your User or Trading Account activity; (vi) if we or our service partners are unable to support you and your use of the Services; (vii) if you take any action to circumvent this Agreement or our checks and controls; (viii) you fail to trade upon Trading Account activation per clause 13.2; or if we cease to have the necessary competence, right, or authority to provide the Services for any reason. We will notify you of any suspension as soon as practical, unless prohibited by applicable law. If the grounds for such suspension disappear or are resolved or, after further investigation or discussion, appear to not exist, we shall promptly resume the access to the Services. We assume no responsibility whatsoever for any losses and inconvenience to you and/or any third parties, which may be caused as a result of exercising our rights indicated in this clause.
18. Intellectual Property
18.1. You acknowledge that we and/or our licensors own all intellectual property rights in the Services and all features, functionalities, tools, and software, content and documents thereof. This agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our intellectual property, save for your limited right to use the Services and the Website in accordance with the Agreement.
18.2. For the duration and strictly for the purpose of this Agreement, the parties grant each other a non-exclusive, worldwide, royalty-free, non-transferable license to copy, use and display any logo, trademark, trade name or other intellectual property owned by, or licensed to the other party, to the extent that we are entitled to grant a sublicense.
18.3. Market data, prices, analytics, and content made available through the Platform are licensed for personal, non-commercial use solely within the Services.
18.4. You must not (a) copy, redistribute, resell, frame, scrape, harvest, or create derivative works from market data; (b) provide access to any third party; (c) use automated means to extract data (including bots/crawlers); or (d) publish benchmarking or performance comparisons without prior written consent.
18.5. You must not reverse engineer, decompile, or otherwise attempt to derive source code, models, or datasets underlying the Platform or analytics.
18.6. All platform software, data, models, interfaces, and documentation remain the exclusive property of Viperium and/or its licensors. All rights not expressly granted are reserved.
19. Liability and indemnity
19.1. Except where liability cannot be excluded by law, the Company shall not be liable, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution, or otherwise, for any loss or damage of any kind, including any loss of profits, loss of business, business interruption, loss of business opportunity, depletion of goodwill or similar losses, loss or corruption of data or information, pure economic loss, or any special, indirect, exemplary, or consequential loss, costs, damages, charges, or expenses, whether or not foreseeable, arising under the Agreement.
19.2. Viperium is not responsible for any products, services, applications, or other third party content that the customer uses in connection with the services. In case Viperium’s liability is found in connection with the operation of the Services by a court of justice or any other competent authority, such liability shall be limited to an amount equal to the Fee paid by the customer for the services, giving rise to the claim during the two (2) months immediately preceding the event giving rise to liability.
19.3. Without any limitation of other terms in this Agreement, you acknowledge that we bear no liability for any damage, loss (including loss of profit), delay, inconvenience, failure in performance or interruption of the provision of Services for any reasons, including but not limited to any computer virus, spyware, scareware, Trojan horse, worms or other malware or cyber, phishing or spoofing attack that may affect your computer or other device, any hard fork, soft fork, or other change in the operating rules of an network, any suspension of the Services permitted under this Agreement, any other cause or condition beyond our control.
19.4. You agree to indemnify, release, and hold harmless us, our affiliates and any company under common ownership or control with us or our affiliates as well as the officers, directors, agents, representatives and employees of the foregoing, from any claim, liability, loss, expense or demand, including legal fees, related to your use of our Services, or in connection with, any claim made or threatened by a third party relating to any products or services you provide, or arising out of your failure to notify us of any changes as provided in the Terms that are relevant for compliance with the laws, rules, and regulations applicable to us or you.
19.5. We will not be liable for your inability to perform any trades with your Trading Account for any reason beyond our reasonable control, including without limitation failure of any external trading partner.
20. Taxes
20.1. You are solely responsible for fulfilling your tax obligations in connection with the use of the Services, including any VAT, income tax, capital gain tax, or other duties required by applicable law. Particularly, you are solely responsible for determining, reporting, and paying any taxes applicable to their activities. Viperium does not provide tax advice. You should consult with a professional tax advisor to ensure compliance with their jurisdiction's tax laws. Viperium will not deduct, withhold, or report taxes on behalf of users, except where required by law and unless expressly provided otherwise in writing. If any tax authority requires Viperium to withhold taxes or report earnings, users must provide necessary documentation, including but not limited to: tax identification numbers (TINs), residency certificates, other legally required information. Failure to comply with tax obligations may result in account restrictions or reporting to relevant authorities, where required by law.
21. Notices and Communications
21.1. Any notice or communication between you and us shall take place and be given by email to the email address registered in your User Account, or to the Platform dashboard, and to the email address we provide on our website from time to time.
21.2. A notice or communication delivered by email or via the Platform to you, shall be deemed to have been received at the time of transmission.
22. Data protection
22.1. We will collect, use, store, and otherwise process information about you as described in detail by our Privacy Policy as available on our Website and as updated from time to time.
22.2. You are obliged to inform us in writing immediately in case any information we hold about you is inaccurate or not up to date or you believe that any information about you is collected, used, and stored by us in a manner not compliant with applicable laws.
22.3. In some instances, in the provision of our Services, you may act as a data controller, and us, as data processor, where we process data on your behalf. In such instances, you authorise us, as a data processor to process personal data controlled by you and provided to us (on your behalf and pursuant to your instructions for the sole purpose of providing you with access to the provision of our Services. The data will be processed in accordance with a Data Processing Agreement which contains standard data protection contract clauses.
23. Confidentiality
23.1. Each party may be given access to Confidential Information (information that is proprietary to each party or is labelled as such or is reasonably deemed as such, including security requirements related to the Platform, the Platform content, technical data, know how, trade secrets related to activities of any of the Parties, the non-public Viperium information and all unpublished service manuals, information, data and other similar materials or records provided by the Party to the other Party pursuant to this Agreement or otherwise) from the other party in order to perform its obligations under the agreement. A party's Confidential Information shall not be deemed to include information that:
23.1.1. is or becomes publicly known other than through any act or omission of the receiving party,
23.1.2. was in the other party's lawful possession before the disclosure;
23.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure, or
23.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
23.2. Subject to clause 23.4., each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
23.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
23.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 23.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
23.5. You acknowledge that details of the Services constitute our Confidential Information.
23.6. The above provisions of this clause 23 shall survive termination of this agreement, however arising.
24. Modification of the Terms
24.1. We shall have a right to amend this Agreement unilaterally by publishing the amended Terms on our website. The amendment of the Terms shall come into force within 10 calendar days upon their publication on our website.
24.2. You shall be deemed to have accepted those amendments if you do not notify us before the date of their entry into force that they are not accepted.
24.3. If you object by email to any proposed amendment in a timely manner, as mentioned in these Terms, you shall have a right to terminate this Agreement by email-notice of termination.
24.4. Amendments shall not have retrospective effect and shall not affect any rights and/or obligations that have arisen between you and us before amendments came into effect.
25. Term and termination
25.1. We shall have a right to terminate this Agreement unilaterally at any time and for any reason by giving you not less than 30 (thirty) calendar days’ notice via email.
25.2. You shall have the right to terminate this Agreement unilaterally for any reason by giving us 1 (one) month notice via email.
25.3. Regardless of any agreed term, we may terminate this Agreement by written notice to you at any time immediately or with such notice period as specified by us in the termination notice if:
25.3.1. you are unable to pay your debts under applicable insolvency laws;
25.3.2. you cease or threaten to cease to carry on the whole or a substantial part of your business;
25.3.3. you make any voluntary arrangement or composition with your creditors;
25.3.4. you or your shareholders or principles pass any resolution to wind up (other than for the purpose of a bona fide reconstruction or amalgamation without insolvency) or an order is made for your winding up;
25.3.5. you are the subject of a notice of intention to appoint an administrator or of a notice to appoint an administrator or you are the subject of an administration application, become subject to an administration order or have an administrator appointed over you;
25.3.6. a receiver or administrative receiver is appointed over all or any of your property or assets;
25.3.7. you are dissolved or otherwise cease to exist; or
25.3.8. the equivalent of any of the events described in these clauses 25.3.1 - 25.3.7 occurs in relation to you under the laws of any jurisdiction;
25.3.9. if you are undergoing or intend to undergo a material change of your ownership structure; a change is material if it affects the ownership structure you have notified us in your account set up or subsequent information update;
25.3.10. you are in material breach of this Agreement;
25.3.11. you are otherwise in breach of this Agreement and failed to remedy such breach within 10 Business Days of our notice to you that you are in breach of this Agreement;
25.3.12. staying engaged with you gives rise or potentially gives rise to reputational risk.
25.4. Upon the termination of this Agreement and the Account for whatever reason: (i) all rights granted herein shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify the destruction of all Confidential Information to the other Party, if any (unless retention of such information is required by applicable laws or foreseen in this Agreement or related documents); (iii) you shall have the right to withdraw any available Cash Balance accruing prior to the date of termination, and, without prejudice to any other Terms, following such withdrawal, neither Party will be entitled to receive any payment from the other Party; provided, however, that if you have committed a material breach, including without limitation your violation or non-compliance with clause 10, you will not be entitled to withdraw your Cash Balance, (iv) any provision of these Terms that by its very nature or context is intended to survive any termination, cancellation or expiration hereof, shall so survive; and (v) all other performance obligations of both Parties under this Agreement shall cease.
25.5. The termination of the Terms shall also mean the closure of the respective User and Trading Account. 25.6. Closure of your User Account under this Agreement will result to concurrent closure or restriction of access to your Trading Account.
25.7. Effect of Account termination or suspension. Notwithstanding the generality of the foregoing, if your User Account is closed for any reason, you agree: (a) to continue to be bound by surviving portions of this Agreement, (b) to immediately stop using the Services, (c) any rights or licences provided under this Agreement shall end, (d) that we will retain certain information and Account data as required under applicable laws and regulations, and (e) that we shall not be liable to you or any third party for termination of access to the Services, closure of a User Account, or retention of information or Account data.
25.8. We shall not be held liable for any loss, damage, or harm arising after we legally suspend or restrict the provision of our Services, transactions, transfers, exchanges, and other services, or terminate this Agreement.
25.9. Termination of the Agreement shall not exempt you from the due discharge of all obligations to us arising before the date of termination.
26. Final provisions
26.1. Governing law. This Agreement and any disputes or claims arising out of or in connection with these Terms or their subject matter or formation (including noncontractual disputes or claims) are governed by, and construed in accordance with, the laws of the Emirate of Dubai, UAE.
26.2. Jurisdiction. Only the courts in the Emirate of Dubai, shall have jurisdiction over any legal disputes arising from or in relation to this Agreement.
26.3. Language. You and we shall agree that the language of this Agreement as well as communication between you (or any authorized person) and us is to be English.
26.4. Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
26.5. Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
26.6. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this agreement is deemed deleted under clause 26.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
26.7. Assignment. You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under this agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement. 26.8. No partnership or agency. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power), unless otherwise agreed in writing.
26.9. Force Majeure. We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, cyberattacks, act of God, natural disasters, war, riot, civil commotion, malicious damage, pandemics, endemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, market instability, financial crisis, technical failure beyond our reasonable control.
26.10. Survival. Any right or obligation of the Parties in this Agreement, which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.