Last Updated: June 18, 2019
These Terms & Conditions of Service (hereinafter “terms”) expressed herein constitute the entire agreement and understanding applicable to the users (hereinafter “you”) access to and use of the website, applications and services provided by OceanEx Limited, a Bahamas company (“OceanEx” or “we”). These terms have two parties: you, as the user, and OceanEx.
By using OceanEx services, you acknowledge that you have read, understand and agree to these terms and to any amended or updated version. Should you not agree to be bound by these terms, you may not use any of the OceanEx services. These terms may be amended at any time and the current version will be posted to our website. Users are advised to consult our website to be informed of any updated version to these terms.
These terms may be amended at any time and any such amendment shall be effective upon publication at this Site. The current version will always be made available at this site. Users must periodically consult our website to be informed of any updated version to these terms. In the event you disagree with any changes made to these terms your sole recourse shall be to cease using our services.
“Digital Assets” refers to cryptocurrencies such as bitcoin, ethereum or any other digital tokens which may be purchased, sold or traded on the OceanEx platform.
“Digital Tokens Wallet” refers to any mechanism or software application used to store, and transfer Digital Assets.
“External Account” refers to any other financial account which may be used to load funds into or push funds from your OceanEx Account.
“Fiat” refers to the currency of a jurisdiction which is customarily used, circulated and accepted and is considered to be legal tender.
“OceanEx Account” refers to any account which is offered by OceanEx services where digital assets are stored. These accounts are accessible to OceanEx users.
3.1 By registering a legal entity to use OceanEx’ services, you verify:
3.1.1 that you possess the relevant authority and capacity to act on behalf of said legal entity; and
3.1.2 that said legal entity validly exists and is properly organized in accordance with the laws of its registered jurisdiction.
3.2 Your usage of OceanEx’ services also informs that you:
3.2.1 possess the requisite legal age and mental capacity to enter into this agreement; and
3.2.2 will refrain from accessing and using our services if any laws in your jurisdiction prohibit you from doing so in keeping with these terms.
4. Your OceanEx Account
4.1 It is agreed that an OceanEx Account must be created and any relevant information must be provided by you in order to access our services. By creating your OceanEx Account you also agree that you:
4.1.1 must provide accurate information,
4.1.2 update your account information as necessary,
4.1.3 create a strong password, protect said password and restrict access to your account in order to maintain its security, including using two-factor authentication whenever possible; and
4.1.4 immediately alert us to any suspected security breaches of your OceanEx Account.
4.2 It is also agreed that OceanEx reserves the right to limit the amount of OceanEx Accounts that you may possess.
5. Licence to Use
Users are granted the limited right by OceanEx to use our services when they comply with these terms. This right is subject to the provisions of these terms and amounts to a personal, restricted and revocable licence that cannot be transferred or sublicenced. Nothing else in these terms grants you any licence, right or ownership to our services.
6. General Obligations
The following provisions are applicable to any trade, purchase, sale or transactions involving Digital Assets on the OceanEx platform:
6.1 OceanEx reserves the right to limit, refuse or otherwise impose any other conditions or restrictions on any trade submitted via its services without prior notice;
6.1.1 any of the required information provided when executing an account or accessing our services must be accurate and complete;
6.1.2 OceanEx reserves the right to refuse cancellation of any market trade orders. Users may only cancel an order made on our service if this cancellation was made before OceanEx fulfils the order. OceanEx also reserves the right to cancel any order as a result of insufficient funds in the OceanEx account; and
6.1.3 it is the sole responsibility of users of the OceanEx services to determine and comply with any taxes applicable to the trades made via our services. It is hereby acknowledged and agreed that OceanEx will not be responsible for determining the applicability and compliance of any taxes to any of the trades made on behalf of the users.
Users grant OceanEx agency to administer and enforce contracts among parties engaged in trading and financial activities on our services. It is hereby acknowledged and agreed that OceanEx generally does not act as principal or fiduciary in the transaction effected through trading on our services. However, OceanEx will implement, monitor, levy, and maintain all Fiat and Digital Assets in your name.
8. Satisfaction of Liens
OceanEx reserves the right to satisfy any liens applicable against any of your Fiat and Digital Assets should there be any outstanding liens if you seek to remove your assets from our services.
9. Risk and Liability
It is hereby acknowledged and agreed that you are solely responsible for any trading or other activity with regard to our services. You are also solely responsible for your Digital Tokens Wallet with regard to our services and knowing your contractual obligations to any other party. It is also acknowledged and agreed that you will be fully responsible for any and all gains and losses sustained from your use of our services.
OceanEx reserves the right to administer any withdrawals, whether it be in fiat currency or Digital Tokens. In the process of administering these withdrawals, it may be necessary for OceanEx to share your user information as a result of a contractual obligation with or for you or as a matter of any legal or statutory requirements. It is hereby acknowledged and confirmed that OceanEx has the authority and capacity to share this information and you acknowledge and agree that OceanEx will be released from any liability, error, nuisance, or mistake in such regard.
You understand and agree that we may impose a withdrawal limit on each account, which shall be determined in our sole discretion. Accounts that have not provided us with KYC documents and passed our Customer Identification Program will have their accounts limited to withdrawal a value equivalent to 2 BTC per 24 hour period. This is subject to change (at our sole discretion) and without prior notice to you. You also acknowledge and understand that unauthorized use of our services may result in your funds being frozen and our requiring certain KYC or other disclosures from you before we can permit withdrawal (see Sections 20 and 21 for more information).
11. Unclaimed Property
OceanEx reserves the right to report and remit any funds in accordance with any applicable unclaimed property laws if OceanEx is holding funds in your OceanEx account and is unable to return the funds to your External Account after a period of inactivity. The same shall apply where you are unable or unwilling to provide requested information upon closure of your account due to a violation of these terms (see Sections 10, 20, 21).
12.1 It is agreed that you will pay OceanEx any and all associated fees for trades completed via our services as noted within our fee schedule. These fees may be amended or upgraded at any time and these amendments or upgrades are effective immediately at the time of posting.
12.2 It is also agreed that you are solely responsible for the payment of any fees associated with your External Account as may be stipulated by your External Account provider.
12.3 It is acknowledged and agreed that OceanEx is authorized to charge or deduct your OceanEx Account for any fees due and owing to us in connection with any completed trades done on our services.
12.4 It is also acknowledged and confirmed that should you fail to pay any fees that are due and owing to OceanEx under these terms, you may be subjected to an additional collection fee to cover OceanEx’ collection-related costs.
13. Acceptable Use
13.1 Upon accessing and using our services, it is agreed that you will act in accordance with all legal obligations, contractual obligations, and observe all intellectual property and all other third party rights. It is also agreed that you are solely responsible for your actions and conduct whilst using our services. In addition to the aforementioned provisions, you also agree that you will not:
13.1.1 engage in conduct or use our services in a way which could limit, negatively affect or disrupt the full employment of others to our services or may damage or negatively affect how our services operate in any manner;
13.1.2 use our services to engage in money laundering, terrorist activities or any other illegal activities;
13.1.3 attempt to access or use another’s account without prior authorization;
13.1.4 give any inaccurate, false or misleading information; and
13.1.5 advise or encourage others to engage in any activities which are prohibited pursuant to these terms.
14. Intellectual Property Rights
14.1 Unless otherwise expressly stated, OceanEx reserves ownership to all copyright, trademark and other intellectual property rights in all information, materials and content on our website or within any of our services. This includes but is not limited to the OceanEx logo, any graphics, pictures, software, text, designs, or other files, data or information as they are the proprietary property of OceanEx.
14.2 You may not use any trademark, product or name belonging to OceanEx without having prior written consent. This includes the look and feel of our website and other services including script, trademark, service mark, button icons, page headers and custom graphics.
15. No Waiver
Any failure or delay on OceanEx’ part to assert any of its rights, powers or remedies under these terms does not amount to a waiver of any such right, power or remedy.
16. Suspension and Termination
16.1 OceanEx reserves the right to fully or partially suspend your access to its services in the event of a Force Majeure circumstance (fire, strikes, power outages, floods or any other acts of God), a breach of any of these terms or any other reason by virtue of our discretion that would make it unreasonable for us to continue to provide our services to you. This suspension may be exercised without liability to you and possibly without prior notice.
16.2 OceanEx also reserves the right to immediately terminate its services to you without prior notice where in our sole discretion it is determined that you have breached any of these Terms. This termination will be exercised without liability to you and may include deleting or deactivating your OceanEx account and any other files or information belonging to you.
17. Discontinuance of Services
OceanEx reserves the right to temporarily or permanently discontinue or modify its services or any portion thereof at any time without liability to you.
18. Applicable Jurisdiction and Arbitration
Any claim, cause of action, demand, or dispute arising from or related to the services ("Claims") will be governed by the internal laws of the Bahamas, without regard to conflict of law provisions, except to the extent governed in the Bahamas Courts. Any Claims will be exclusively resolved by courts in the Bahamas (except we may seek preliminary or injunctive relief anywhere). You agree to (1) submit to the personal jurisdiction of courts in the Bahamas; (2) indemnify and hold us harmless from any Claims, losses, liability, or expenses (including attorneys' fees) that arise from a third party and relate to your use of the services; and (3) be liable and responsible for any Claims we may have against your officers, directors, employees, agents, affiliates, or any other party, directly or indirectly, paid, directed or controlled by you, or acting for your benefit.
Notwithstanding the foregoing, any dispute, controversy or claim arising out of or relating to this contract, or the breach termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules of the Hong Kong International Arbitration Centre as at present in force and as may be amended by the rest of this clause. The appointing authority shall be Hong Kong International Arbitration Centre. The place of arbitration will be in Hong Kong at the Hong Kong International Arbitration Centre (HKIAC). The dispute will be held before a panel of three (3) arbitrators.
You agree to indemnify and hold harmless OceanEx and all of its affiliates from any actions, claim, damage, loss or demand which may be a result of your use of our services, your breach of these terms, and your violation of any rights of any other person or entity.
20. Prohibited Jurisdictions
OceanEx does not accept customers from certain sanctioned and high risk jurisdictions, nor does it accept any OFAC sanctioned individuals. We will block IP addresses from the following jurisdictions and customers who have not submitted KYC documents will have their accounts terminated if we determine (in our sole discretion) they have logged-on from or are residents or citizens of the following jurisdictions. In such event, due to the increased risk of money laundering from such jurisdictions, customer balances may be withheld until proper KYC is supplied to OceanEx for our compliance requirements, and may be held for extended periods as required by applicable anti-money laundering laws. In some instances applicable law may prevent us from disclosing the reason for your account closure. The prohibited jurisdictions are:
5. Central African Republic
11. North Korea
12. South Sudan
21. Other Jurisdictions
We do not offer services to persons under the jurisdiction of the United States. Specifically, our services are not offered to U.S. Citizens (as defined in 8 u.s.c. subchapter iii) nor do we offer services to U.S. Persons (as defined in 17 c.f.r. §230.902(k)). Please read the definitions in the links provided carefully to determine if they apply to you. Please do not create an account if you are not sure if you are a U.S. Person or a U.S. Citizen. Due to the importance of the United States as a business center and the fact that there are many non-U.S. Citizens and non-U.S. Persons travelling there, we will not block IP addresses originating in the United States so as not to inconvenience our customers. However, if we determine (in our sole discretion) that you are a U.S. Person or a U.S. Citizen we will be required to close your account and refund your balance. If we determine there are other anti-money laundering concerns regarding your account we may request KYC or additional information for compliance purposes before we can refund your balance (as discussed in Section 20), but these measures do not apply solely by virtue of your unauthorized use of our services as a U.S. Citizen or U.S. Person.
If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and shall not in any way affect any other circumstances concerning the validity or enforcement of these Terms.
23. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
24. Limitation of Liability
(a) EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL OCEANEX, OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE OCEANEX MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM OCEANEX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS T O OUR RECORDS, PROGRAMS OR SERVICES.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OCEANEX (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, OCEANEX OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO OCEANEX DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
25. Entire Agreement
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with OceanEx for the services or for any other OceanEx product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with OceanEx, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement.
We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email, providing notice on the homepage of the Site and/or by posting the amended Terms via the applicable OceanEx websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for all users of the services. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
29. Force Majeure
OceanEx shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond OceanEx's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond OceanEx's reasonable control.
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from OceanEx, including by operation of law or in connection with any change of control. OceanEx may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
Sections 2 (Eligibility), Section 3 (OceanEx Account), 9 (Risk Disclosure), 12 (Fees), 11 (Unclaimed Property), 15 (Intellectual Property), 23 (Disclaimer of Warrantees), 24 (Limitation of Liability); 19 (Indemnity), 18 (Applicable Law; Arbitration) and each of Sections 25 through 32 shall survive any termination or expiration of these Terms.