You need to carefully read and accept the terms and conditions of this Agreement before electronically signing it. You understand that electronically signing this Agreement is the legal equivalent of manually signing it, and you will be legally bound by its terms and conditions in their entirety. This Agreement takes effect on the Effective Date. You are encouraged to consult with your own advisor regarding any consequences related to entering into this Agreement with us.
DStrategy User Agreement and Terms of Service
This DStrategy User Agreement ("Agreement") is made between DStrategy ("DStrategy", "us", "we", "our") and you ("you", "your") (each a "Party" and together the "Parties") and governs your use of our Services that we provide via our websites or mobile application.
1. Effective Date
1.1 Subject to other conditions of this Agreement, we undertake to enter into this Agreement with you and deliver the Services to you in exchange for the Service Fee if you are over 18 years old or you are a legal entity duly registered under applicable law.
1.2 The Effective Date shall be the earliest date when you either (i) pay us the Advance Service Fee (as defined below), or (ii) in paper or electronic format fully and explicitly agree to be bound by this Agreement.
1.3 We reserve the right to reject entering into the Agreement with you or immediately terminate such Agreement if we are not satisfied with the results of the Verification (as defined below).
2. Verification
2.1 We may verify your data and conduct know-your-client and anti-money-laundering procedures to assess whether you are legally allowed and may contract with us ("Verification").
2.2 We may request, and you should provide us (or a third-party provider engaged by us), the following data for Verification: full legal name; date of birth (for an individual) or date of state registration (for a legal entity); scanned readable copies of valid passports (for an individual) or certificate of incorporation (for a legal entity); scanned readable copies of all valid visas and/or temporary residency permits (for an individual) or an official document confirming business in a non-domestic jurisdiction (for a legal entity); contact email address; and contact phone number. You undertake to provide any other data that we, in our sole discretion, deem required to maintain compliance with any laws, regulations, or policies (including IDs, utility bills, photographs, tax IDs, details on family members, beneficiaries, shareholders, beneficial owners, partners, directors, officers, or other connected individuals). You undertake not to hide your real location (including via VPN, proxy or similar), or otherwise provide false or misleading information. We may collect other information useful or necessary for communicating with you, to the extent permitted by applicable laws and this Agreement. You agree that, upon request, you will provide information to satisfy applicable AML laws and regulations, including policies and procedures, background documentation relating to directors, trustees, settlors, beneficial owners, and audited financial statements, if any.
3. Services
3.1 Subject to Clause 1, we give you access and a right to use our webpages, software, data, technology, solutions, information, access to third-party APIs and other services (the "Services").
3.2 With the use of our Services you will be able to manage your crypto funds ("Crypto Funds") by selecting a trading strategy available within our software. All income, profit and loss resulting from the management of the Crypto Funds will be for your account unless stated otherwise in this Agreement.
3.3 Exclusions & Setup. Our Services do not include: comprehensive financial planning; tax, accounting or legal advice; or custody of Crypto Funds. To use our Services you need to: (i) open a separate account with the cryptocurrency exchanges; (ii) transfer your Crypto Funds to that exchange account; (iii) inform us of opening the account by communicating the unique account identifier; (iv) provide us with the API keys to the account; and (v) pay us the Advance Service Fee (as defined below). Once properly set up by our IT team, you should be able to execute trade orders using the Services. The Services may fail to serve you properly if you provide access or API keys to any other party. We reserve the right to terminate this Agreement if you use the account for any cryptotrading other than through the Services. We may furnish a copy of this Agreement to your chosen exchange or other relevant counterparties as evidence of our authority to provide Services in relation to the account.
4. Intellectual Property
4.1 DStrategy and its affiliates have (or intend to receive) valid, unrestricted, and exclusive ownership or rights to use patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property necessary to provide the Services and operate the business.
4.2 Nothing in this Agreement entitles, licenses, or grants you any intellectual property of DStrategy or its affiliates, including rights to the webpages or to any text, graphics, interfaces, photographs, trademarks, logos, artwork, computer code, design, structure, selection, coordination, expression and other content connected with the Services or our business. All such content and IP, and its arrangement, belong to DStrategy and/or its affiliates and are protected by intellectual property and fair competition laws.
4.3 There are no implied licenses under this Agreement, and any rights not expressly granted to you are reserved by DStrategy and/or its affiliates.
5. Service Fee
5.1 Service fees are set out by separate agreement or invoice between you and DStrategy, including any Advance Service Fee and ongoing Service Fee applicable to your account.
6. Confidentiality
6.1 For the purposes of this clause, "DStrategy Confidential Information" includes all nonpublic information disclosed by DStrategy, its affiliates, business partners or their respective employees, contractors or agents that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes nonpublic information relating to technology, customers, business plans, promotional and marketing activities, finances and other business affairs; third-party information we are obligated to keep confidential; the nature, content and existence of discussions or negotiations between you and DStrategy; any information regarding our webpages, software, data, technology, solutions or intellectual property; and other DStrategy information. Exceptions include information that: (a) is or becomes public without breach of this Agreement; (b) can be shown by documentation to have been known to you at receipt; (c) is received from a third party who did not acquire or disclose it by a wrongful act; or (d) can be shown by documentation to have been independently developed by you without reference to DStrategy Confidential Information. You may use DStrategy Confidential Information only in connection with the Services and pursuant to this Agreement, and you will take reasonable measures to avoid disclosure or unauthorized use, at least those you use to protect your own similar confidential information.
6.2 You undertake not to: (a) disclose DStrategy Confidential Information during the term of this Agreement or for ten (10) years thereafter; (b) issue any press release or make any other public communication with respect to this Agreement; or (c) misrepresent or embellish the relationship between you and us (including implying that DStrategy supports, sponsors, or endorses your endeavors), or imply any relationship or affiliation except as expressly permitted by this Agreement.
7. Your Representations and Warranties
7.1 Your representations and warranties are listed in this Agreement. You confirm they are true, complete, accurate and non-misleading on and from the Effective Date. By paying the Advance Service Fee, using the Services, or taking any action pursuant to this Agreement, you repeat those representations and warranties as of that date.
7.2 You will immediately notify us and cease using the Services if your jurisdiction or circumstances change such that the representations and warranties would no longer be true, complete, accurate, and non-misleading. We may return some of the Advance Service Fee pro rata to the period during which you consumed our Services.
7.3 You represent and warrant, among other things, that: (a) you have full power and authority to enter into, deliver, and perform this Agreement; (b) this Agreement is valid and binding against you; (c) if an individual, you are over 18; if an entity, you are duly organized, validly existing, in good standing, and duly authorized; (d) you are compliant with legal and regulatory requirements applicable to your management of Crypto Funds, FX restrictions, and tax laws; (e) you are not a "Prohibited Person" (as defined by applicable sanctions lists); (f) you reached out to us on your own initiative; (g) your funds are lawfully obtained and free of encumbrances and criminal origin; (h) information you provide is true and complete; (i) Services do not constitute a regulated activity in your jurisdiction or require permits; (j) you (or your advisors) have sufficient knowledge and experience to evaluate the risks; (k) you can afford to bear all risks, including total loss; (l) you understand security requirements and the risk of losing access; (m) you will maintain control of your Crypto Funds/account and not share credentials; (n) you assume responsibility for restrictions and risks associated with using the Services and managing Crypto Funds; (o) we are not responsible for generating positive returns; and (p) you understand and accept all risks, limitations of liability, disclaimers, and indemnification obligations herein.
8. Term, Amendments, and Termination
8.1 The term of this Agreement commences on the Effective Date and continues until either Party terminates under this Clause.
8.2 Either Party may terminate the Agreement with at least ten (10) days' prior written notice. We may also terminate if (i) you are a Prohibited Person, or (ii) you withdraw or change the API keys such that they are inaccessible to us.
8.3 Upon termination: (a) all your rights under this Agreement immediately terminate; (b) you will immediately return or, if instructed, destroy all Confidential Information; (c) we will delete your API keys from the Services; and (d) any outstanding Service Fees accrued up to the date of termination remain due and payable by you.
8.4 We may change or modify this Agreement at any time in our sole discretion. If we make changes, we will provide notice of such changes or update the "Last Updated" date at the beginning of this Agreement.
9. Tax Liability and Costs
9.1 You are solely responsible for calculation, reporting, collection and remittance of taxes and for other legal compliance in connection with use of the Services.
9.2 We are not responsible for your tax compliance.
9.3 The Advance Service Fee and the Service Fee are exclusive of all applicable taxes. If you must withhold taxes or duties from any payment, the amount of such tax or duty must be added on top so that the net amount received by us equals the amount that would have been received absent the withholding.
9.4 You will provide documentation showing that withheld/deducted amounts have been paid to the relevant tax authority upon request.
10. Scope of Our Liability
10.1 IN THE ABSENCE OF WILLFUL MISFEASANCE, BAD FAITH, OR GROSS NEGLIGENCE ON OUR PART, OR RECKLESS DISREGARD OF OUR OBLIGATIONS AND DUTIES UNDER THIS AGREEMENT, DSTRATEGY AND ITS AFFILIATES ARE NOT, SHOULD NOT AND WILL NOT BE LIABLE TO YOU OR YOUR AFFILIATES FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF DSTRATEGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER DSTRATEGY NOR ANY OF ITS AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR OR YOUR AFFILIATES' INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THE NETWORK OR THIS AGREEMENT, INCLUDING DUE TO POWER OUTAGES, MAINTENANCE, DEFECTS, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF SERVICES; (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY ACCOUNT OR DATA, INCLUDING RECORDS, PRIVATE KEYS, LOGIN INFORMATION OR OTHER CREDENTIALS, ASSOCIATED WITH THE SERVICES; OR (E) DEFAULT OF ANY COUNTERPARTY, BANK, BROKER, CUSTODIAN, SUB-CUSTODIAN, EXCHANGE OR OTHER THIRD PARTY WHICH HOLDS OR PROCESSES CRYPTO FUNDS OR DOCUMENTS OF TITLE PERTAINING TO THE ACCOUNT ON OUR BEHALF OR WITH OR THROUGH WHOM TRANSACTIONS ARE ARRANGED, CONDUCTED, COMPLETED OR SETTLED.
10.2 IN ANY CASE, DSTRATEGY AND ITS AFFILIATES' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE VALUE (IN USDT) YOU PAID TO DSTRATEGY FOR THE SERVICES UNDER THIS AGREEMENT.
10.3 YOU AND YOUR AFFILIATES WAIVE THE RIGHT TO DEMAND THE RETURN OF ANY AMOUNTS PAID TO DSTRATEGY FOR THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING A DEMAND FOR SPECIFIC PERFORMANCE.
10.4 ADDITIONAL RISK ASSUMPTION. You and your affiliates assume all risk of loss associated with the risks set forth in this Agreement.
10.5 AS-IS. SOFTWARE AND OTHER IT TECHNOLOGY ARE PROVIDED "AS IS." DSTRATEGY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY THAT TECHNOLOGY OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT (INCLUDING YOURS) WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, DSTRATEGY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
10.6 We are not responsible for losses due to vulnerabilities or failures, abnormal behavior of software, blockchains, or other technology, including late or absent reports by developers or representatives of any issues.
11. Indemnification
11.1 You agree to indemnify, compensate, defend and hold harmless us, our partners, stockholders, members, directors, officers, employees, affiliates, agents, any person who controls such persons, and their successors and assigns, from and against any loss, damage, expense, liability or claim (including reasonable attorneys' fees and investigation costs) arising out of or based upon: (a) any untrue statement or breach by you of any representation or warranty in this Agreement; (b) your failure to perform any obligation, duty or covenant; or (c) your failure to comply with applicable laws, rules or regulations of any governmental entity or self-regulatory organization related to the subject matter hereof.
11.2 If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process, you and your affiliates will reimburse reasonable attorneys' fees and reasonable time and materials spent responding at reasonable hourly rates.
11.3 We will promptly notify you of any claim subject to this clause; failure to notify will only affect your obligations to the extent it prejudices your ability to defend the claim.
11.4 You and your affiliates may use counsel of your choice (subject to our written consent) to defend any claim and may settle the claim with our prior written consent. We may assume control of the defense and settlement at any time.
12. Miscellaneous Provisions
12.1 Successors and Assigns. This Agreement binds the Parties' successors and assigns.
12.2 Waiver. No waiver will be implied from conduct or failure to enforce rights. All waivers by DStrategy must be unequivocal and in writing.
12.3 Notices. All notices and other communications required or permitted by this Agreement must be in writing and are effective upon receipt acknowledged by the receiving Party. Notices to us must be sent through the in-app support channel or to the contact address specified in your account settings (the "Designated Contact"). Legal notices sent to any other address will not satisfy any legal requirement that you provide notice to us. Notices to you may be sent to the email you provided when registering for the service and are deemed given upon transmission. You acknowledge you control that email account and that communications from us may contain sensitive and confidential information. If your registered email address changes, you must update it by following the instructions within the service.
12.4 No Third-Party Beneficiaries. This Agreement confers no benefits on third parties.
12.5 Governing Law. This Agreement and all actions arising out of or in connection with it will be governed by and construed in accordance with the laws of Mauritius.
12.6 Attorney's Fees. The prevailing Party in any dispute may recover all fees, costs, and expenses, including reasonable attorneys' and accountants' fees.
12.7 Force Majeure. Neither Party is liable for delay or failure in performance due to causes beyond reasonable control that could not be prevented by reasonable precautions or circumvented through reasonable alternatives (including strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, global pandemics, power outages).
12.8 Severability. If any provision is illegal, unenforceable, or invalid, the remainder remains in full force. Invalid portions will be interpreted to effect original intent; if not possible, they are severed.
12.9 Survival. Termination does not release any Party from liabilities or obligations that expressly survive or remain to be performed.
12.10 Counterparts. This Agreement may be executed in counterparts, each an original.
12.11 Entire Agreement. This Agreement contains the entire understanding of the Parties and supersedes all prior or contemporaneous agreements or communications relating to its subject matter.
12.12 Security and Data Privacy. Subject always to DStrategy's Privacy Policy, the security and data privacy provisions in this Agreement constitute the Parties' entire obligations regarding security, privacy and confidentiality of personal information. DStrategy and its affiliates are not bound by, and object to, any term that differs from or adds to this Agreement (whether or not it would materially alter it) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. You consent to disclosure of information you have provided to any governmental authority, self-regulatory organization, or, to the extent required by law, to any other person.
12.13 Language. The original text of this Agreement is prepared in English. While translations may be provided, the English version prevails in case of conflict.
Related: Risk Disclosure ยท Privacy Policy
SIGNED ELECTRONICALLY BY THE PARTIES UPON SUBMISSION OF API CREDENTIALS OR OTHER EXPRESS ACCEPTANCE OF THIS AGREEMENT.