This Hotcoin Futures Services Agreement (this “Agreement”) shall apply to all Futures Accounts opened and maintained with Hotcoin as well as all Futures Trading Services provided by Hotcoin to you (as each term is defined below). Your access to and use of the Futures Trading Services shall constitute your agreement to the terms hereof.
All capitalized terms and references used in this Agreement that are defined and construed in the Hotcoin Terms of Use (the “Terms of Use”) but are not defined or construed in this Agreement shall have the same meaning and construction in this Agreement. For the avoidance of doubt, where a term is defined both in the Terms of Use and in this Agreement, for the purposes of this Agreement only, the definition in this Agreement shall prevail.
The terms in this Agreement shall be supplemental to and are to be read together with the Terms of Use. In the event of any conflict or inconsistency between the terms in this Agreement and the Terms of Use or the terms of this Agreement, the terms in this Agreement shall prevail with respect to the services contemplated hereunder unless expressly stated otherwise.
Unless otherwise expressly agreed by Hotcoin in writing, this version of this Agreement shall replace and supersede all previous versions of this Agreement that may have been accepted by you or otherwise made available on the Platform.
Users resident in certain jurisdictions may be onboarded to receive Futures Trading Services from local entities within the Hotcoin group of companies, subject to terms and conditions imposed by the relevant local entity (“Local Terms”), in which case such Local Terms shall apply to govern the Futures Trading Services in place of this Agreement.
1. Definitions and Interpretation
1.1. The following definitions are applicable to the terms of this Agreement:
“ADL” is as defined in Clause 5.1(d) of this Agreement.
“COIN-M Futures” means futures contracts that are quoted, margined and settled in Digital Assets other than stablecoins (in such form as prescribed from time to time by Hotcoin in its sole discretion) and shall not include USDS-M Futures.
“Confirmation” means written confirmation (including email or other electronic means from which it is possible to produce a hard copy) of the specific terms of a Transaction entered into by you pursuant to the Futures Trading Services.
“Default” is as defined in Clause 8.1 of this Agreement.
“Delivery Futures Contracts” means Coin-M Futures and/or USDS-M Futures with a fixed (quarterly) expiry date.
“Digital Assets” means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology, including, but not limited to, cryptocurrencies, stablecoins, non-fungible tokens and tokenised derivatives of any other digital asset.
“Funding Fees” means periodic payments that apply to Perpetual Futures Contracts that are either paid to you or owed by you depending on whether you are holding a long or short position in the relevant Digital Assets and are based on the nominal value of the positions and the applicable Funding Rate Funding Fees are intended to ensure the Perpetual Futures Contract price aligns with the prevailing spot price.
“Funding Rate” means the rate used to determine the applicable Funding Fees payable in respect of Perpetual Futures Contracts. Information as to real-time and historical rates for each type of Perpetual Futures Contract can be found here.
“Funding Times” is as defined in Clause 7.6 of this Agreement.
“Futures” means COIN-M Futures, USDS-M Futures or any other futures contracts that Hotcoin may allow at its sole discretion to be traded on the Platform.
“Futures Account” means an account maintained or to be maintained by Hotcoin for you for the purpose of receiving the Futures Trading Services. Each Hotcoin Sub-Account that is enabled for Futures Trading Services will have a separate Futures Account. “Futures Account Information” is as defined in Clause 9.1 of the Agreement.
“Futures Index” is as defined in Clause 3.8 of this Agreement.
“Futures Index Transactions” is as defined in Clause 3.8 of this Agreement.
“Futures Trading Rules” is as defined in Clause 2.1 of this Agreement.
“Futures Trading Services” means all services relating to Transactions in Futures and access to the use of any Trading Bot, in each case whether provided through the Platform or otherwise.
“Insurance Fund” is as defined in Clause 5.1(d) of this Agreement.
“Initial Margin” in respect of a Transaction, shall be the minimum amount of Margin that Hotcoin may from time to time in their sole discretion determine is required to be deposited in your Futures Account in order to open a leveraged position in respect of that Transaction.
“Last Price” means the latest transaction price that the Futures contract in question was traded at on the Platform.
“Leverage Ratio” means, with respect to a Transaction, the quotient obtained by dividing the Mark Price of the Transaction by the value of the Margin held as security for your obligations under such Transaction.
“Liquidation” is as defined in Clause 5.1(d) of this Agreement.
“Liquidation Price” means the Mark Price at which Liquidation occurs. For the avoidance of doubt, the Liquidation Price as quoted by Hotcoin on the Platform is for reference only and shall not be binding on Hotcoin.
“Loss” means any and all loss, damage, costs, charges and/or expenses of whatsoever nature and howsoever arising, including without limitation legal fees on a full indemnity basis, cost of funding and loss or cost incurred as a result of the terminating, liquidating or re-establishing of any hedge or related trading position, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses.
“Maintenance Margin” in respect of a Transaction, shall be the amount of Margin that Hotcoin may from time to time in its sole discretion determine to be required to keep the relevant leveraged position in respect of the applicable Transactions open.
“Manifest Error” means any error, omission or misquote (whether an error of Hotcoin or any third party) which is manifest or palpable, including a misquote by any representative of Hotcoin taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on a Transaction entered into through the Futures Trading Services (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.
“Margin” in respect of Transactions means any Digital Assets of the type that Hotcoin has specified it accepts to satisfy Margin Requirements, that are deposited with or held by or on behalf of Hotcoin in your Futures Account as security or credit support for your obligations under such Transactions.
“Margin Balance” means the sum, from time to time (as determined by Hotcoin in its sole discretion) of: (i) Margin held in your Futures Account; and (ii) any Unrealised P/L connected to your Futures Account. Information as to your Margin Balance from time to time is made available through the Platform.
“Margin Call” means the request issued by Hotcoin to you, to top up any shortfall of Margin in the Futures Account in order to satisfy Initial Margin and/or Maintenance Margin requirements from time to time.
“Margin Requirements” means any Initial Margin and/or Maintenance Margin required to open and/or maintain a position with respect to a Transaction, as specified by Hotcoin from time to time.
“Mark Price” in respect of COIN-M Futures or USDS-M Futures, means the fair value of the relevant Futures, regardless of whether those Futures are Perpetual Futures Contracts or Quarterly Futures Contracts, as calculated pursuant to the methodology set out in the the relevant Futures Trading Rules in respect of COIN-M Futures and the Futures Trading Rules in respect of USDS-M Futures .
“Order” means any offer to enter into a Transaction, or any of your instruction, request, application or order in relation to the Futures Trading Services (including without limitation limit orders, market orders, stop limit orders, stop market orders, take profit limit orders, take profit market orders, trailing stop orders, post only orders, and limit take profit or stop loss orders, as further described in whatever form and howsoever sent, given or transmitted by you or on your behalf to Hotcoin or which Hotcoin reasonably believes to have been sent, given or transmitted by or on your behalf, including any instruction, request or order to revoke, ignore or vary any previous offer, instruction, request application or order.
“Perpetual Futures Contracts” means Coin-M Futures and/or USDS-M Futures without a set expiry date.
“Proprietary Information” is as defined in Clause 14.7 of this Agreement.
“Technology” is as defined in Clause 14.6 of this Agreement.
“Third Party Applications” is as defined in Clause 14.3 of this Agreement.
“Third Party Data’” is as defined in Clause 3.9 of this Agreement.
“Third Party Licensors” is as defined in Clause 14.5 of this Agreement.
“Trading Bots” is as defined in Clause 6.1 of this Agreement.
“Trading Bots Account” is as defined in Clause 6.6 of this Agreement.
“Trading System” is as defined in Clause 14.5 of this Agreement.
“Transaction” means any transactions in respect of Futures that Hotcoin may from time to time permit to be carried out with respect to your Futures Account.
“Unrealised P/L” means profits that have not yet been realised minus (ii) the losses that have not yet been realised, in each case with respect to your open Transactions before closure or expiry.
“User Incident Complaint Form” is as defined in clause 15.1 of this Agreement.
“USDS-M Futures” means futures contracts that are quoted, margined and settled in stablecoins (including Tether (USDT), Hotcoin USD (BUSD) and/or any other stablecoins that Hotcoin may determine from time to time in its sole discretion), and shall not include COIN-M Futures.
“Voucher” is as defined in Clause 7.13 of this Agreement.
“Voucher Terms” is as defined in Clause 7.13 of this Agreement.
1.2. The headings are inserted for convenience only and shall not affect the construction of this Agreement. Expressions in the singular form shall include the plural and vice versa, and all references to the masculine genders shall include the female and neuter genders and vice versa.
1.3. The words “include” or “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import, and “otherwise” shall not be construed as limited by words with which it is associated.
2. Futures Trading Rules and provision of the Futures Trading Services
2.1. By accessing your Futures Account, you agree to be bound by the terms of this Agreement together with the rules that apply in relation to the Futures Trading Services provided by Hotcoin from time to time (collectively, the “Futures Trading Rules''), which shall include, without limitation, each of the following:
(a) the trading rules of COIN-M Futures and USDS-M Futures or on such other webpage as notified by Hotcoin from time to time);
(b) the provisions regarding leverage and margining of USDS-M Futures or on such other webpage as notified by Hotcoin from time to time);
(c) the provisions regarding leverage and margining of COIN-M Futures or on such other webpage as notified by Hotcoin from time to time);
(d) the provisions regarding funding rates or on such other webpage as notified by Hotcoin from time to time);
(e) the provisions regarding Liquidation or on such other webpage as notified by Hotcoin from time to time);
(f) applicable fee schedules or on such other webpage as notified by Hotcoin from time to time); and
(g) any other rules, terms of service, and/or trading protocols that Hotcoin may from time to time in its sole and absolute discretion determine shall form part of this Agreement or on such other webpage as notified by Hotcoin from time to time).
2.2. You acknowledge and agree that the Futures Trading Rules shall supplement and form part of this Agreement. In the event of any conflict between the provisions of any of the Futures Trading Rules and the provisions of this Agreement, the provisions contained in the Futures Trading Rules, as they relate to the relevant Futures Trading Service(s) referred to therein, shall prevail.
2.3. Hotcoin may, from time to time, amend the Futures Trading Rules in its sole discretion, including, but not limited to, amending the trading pairs available as part of the Futures Trading Services and the leverage available for particular Transactions.
2.4. Nothing in this Agreement or otherwise obliges Hotcoin to provide any Futures Trading Services to you and Hotcoin may change, suspend, terminate, restrict or discontinue to any of the Futures Trading Services or any information, features or functions available through the Platform, and may delist any Digital Asset trading pairs from the Platform either temporarily or on a permanent basis, in each case at any time in its sole and absolute discretion, without giving any reason or any notice to you thereof.
2.5. Nothing contained on the Platform is to be construed as an offer, an invitation to offer or a recommendation to enter into any transaction which can be accepted by you so as to create contractual obligations without further action by Hotcoin. Hotcoin is not providing any advice with respect to the use of the Platform (including, without limitation, regarding the execution of transactions or any legal, tax or accounting advice regarding the suitability or profitability of a security, investment or transaction by means of the Platform). The Platform provides general information only; it is not intended as financial advice or as an offer, solicitation or recommendation of securities or other financial products and is not personalized or in any way tailored to reflect your particular investment objectives, financial situation or needs. Any transaction(s) or products(s) mentioned herein may not be appropriate for all investors and before entering into any transaction you should take steps to ensure that you fully understand the transaction and have made an independent assessment of the appropriateness of the transaction in the light of your own objectives and circumstances, including the possible risks and benefits of entering into such transaction and seeking advice from your own advisers. If you do decide to enter into a transaction, you do so in reliance on your own judgement.
2.6. You acknowledge that there are legal requirements in various countries which may restrict the products and services that Hotcoin can lawfully provide as part of the Futures Trading Services. Accordingly, some products and services and certain functionality within the Platform may not be available or may be restricted in certain jurisdictions or regions or to certain users. You shall be responsible for informing yourself about and observing any restrictions and/or requirements imposed with respect to the access to and use of the Platform and the Futures Trading Services in each country from which the Platform and the Futures Trading Services are accessed by you or on your behalf. Hotcoin reserves the right to change, modify or impose additional restrictions with respect to the access to and use of the Platform and/the Futures Trading Services from time to time in its sole discretion at any time without notification.
2.7 If you are a User resident in South Africa, you acknowledge that the Futures Trading Services are provided to you by Hotcoin pursuant to a Juristic Representative arrangement with FiveWest OTC Desk (Pty) Limited (Authorised FSP 51619), an authorised financial services provider in South Africa.
3. Futures Orders
3.1. To enter into a Transaction, provide any instructions with respect to a Transaction or close-out any open position with respect to a Transaction, you may do so by placing a relevant Order with Hotcoin through the use of the Platform.
3.2. In the event that Hotcoin assumes the role of the counterparty to any Transaction, Hotcoin shall be entitled to all gains, profits and benefits derived from such Transaction.
3.3. Nothing in this Agreement or otherwise obliges Hotcoin to accept any Order or enter into any Transaction with you, and Hotcoin may refuse to enter into any Transaction, accept or otherwise act on any Order without giving any reason or any notice to you thereof.
3.4. Hotcoin shall be entitled to rely upon any Order which Hotcoin reasonably believes to have been provided on your behalf as duly authorized without further enquiry. Where any Order is ambiguous or inconsistent with any other Order, Hotcoin shall be entitled to rely and act upon such Order in accordance with any reasonable interpretation thereof.
3.5. Hotcoin will not act in accordance with any Order which purports to dispose of or deal with any Digital Assets which are in fact not held in any Hotcoin Account and/or Futures Account.
3.6. Hotcoin shall not be liable for any Loss or other liability whatsoever incurred by you or any third party which arises from or in connection with any failure by Hotcoin to comply with any of your Orders or from any exercise by Hotcoin of (or failure to exercise) any discretion, power or authority conferred upon Hotcoin under this Agreement. Further, Hotcoin shall not be liable for any Loss or other liability whatsoever incurred by you or any third party which arises from or in connection with any failure or delay in the transmission of, or any wrongful interception of, any Order submitted through any equipment or system, including any equipment or system owned and/or operated by or on behalf of Hotcoin.
3.7. You acknowledge and consent to the right of Hotcoin to aggregate your Orders with the Orders of other clients of the Futures Trading Services. The allotment or distribution of any Digital Assets pursuant to such Order aggregation to or amongst you and other clients of the Futures Trading Services shall be at Hotcoin’s sole and absolute discretion. You further acknowledge and agree that Hotcoin may enter intoTransactions as principal and, in circumstances where Hotcoin acts as principal to any Transaction, that Hotcoin may also take such actions as Hotcoin may reasonably require in order to limit its liability/exposure under such Transaction.
3.8. As part of the Futures Trading Services, Hotcoin may permit Users to enter into Transactions that reference a cryptocurrency price index designed to track the performance of a basket of underlying Digital Assets that form the constituents of the index as the underlying (such an index a “Futures Index”, such transactions “Futures Index Transactions”). You acknowledge and agree that Futures Index Transactions are intended to track the performance of the underlying Futures Index and not the individual Digital Assets that make up the constituents of such index. It is not possible to invest directly in a Futures Index. Past performance of a Futures Index is not an indication or guarantee of future results. Hotcoin makes no assurance that any Futures Index Transactions will accurately track the value of the referenced Futures Index or provide positive investment returns. Inclusion of a particular Digital Asset within a Futures Index is not a recommendation by Hotcoin to buy, sell, or hold such Digital Asset or enter into any Transaction in relation to such Digital Asset, nor is it intended to be investment advice. The price of a Futures Index is calculated based on the spot prices of the individual Digital Assets that constitute such index as observed on the Hotcoin spot exchange (or such other spot exchange(s) as determined by Hotcoin). Before entering into a Futures Index Transaction through the Platform you shall ensure that you have read and understand materials available on the Hotcoin website which describe the constituents of the relevant Futures Index, the formula for calculating the value of the Futures Index, any applicable rebalancing procedure and the circumstances in which the constituents of the Futures Index may change, and that you have carefully considered the risks associated with entering into such Futures Index Transaction. Hotcoin may rely on information obtained from third parties in calculating the value of a Futures Index. You acknowledge that Hotcoin does not guarantee the accuracy or completeness of any information obtained from third parties, does not warrant that any such information is up to date as at the time obtained and shall not be liable for the content of such third party information or any discrepancies or errors contained therein or any losses flowing from the use or reliance thereon.
3.9 Hotcoin may rely on information and/or data obtained from or provided by third parties in calculating the value of a Futures Index. Hotcoin may also make available third party indices and/or other market data provided by third parties to Users through the Platform, for information purposes and as an accommodation to Users. You acknowledge and agree that Hotcoin: (i) does not guarantee the accuracy, completeness or availability of any information or data provided by third parties (including, without limitation, any third party indices or market data) (“Third Party Data”), regardless of whether such Third Party Data is included within a Hotcoin product or is provided independently; (ii) does not warrant that any Third Party Data is up to date as at the time obtained; and (iii) shall not be liable for the content of any Third Party Data or any discrepancies or errors contained therein or any losses flowing from the use or reliance thereon. Any use or reliance on any Third Party Data shall be at the sole risk and discretion of the User. Unless expressly stated otherwise by Hotcoin, Hotcoin does not endorse any third party index or other product, service, information, data or disclaimer obtained from or provided by any third party that is made available or is otherwise accessible through the Platform and does not guarantee the outcome of any use thereof or reliance thereon.
3.10 Hotcoin may implement certain trading risk controls to the Futures Trading Services from time to time based on certain thresholds and criteria, in order to protect the rights and interests of Users. Such risk control measures may include, without limitation, implementing a “Reduce Only” restriction in certain circumstances, which will allow for a User to enter into risk reducing transactions or to close out existing open positions only and will prevent any new open positions from being entered into, and/or prohibiting transfers, trading, and other operations for high-risk Users. Further information on the various trading risk controls that may be imposed. Hotcoin reserves the right to change its risk control measures from time to time, subject to factors such as market conditions.
4. Margin
4.1. You shall deposit and maintain in your Futures Account, and/or otherwise provide to Hotcoin, Margin in such form and amounts, at such times and in respect of such Futures Account as Hotcoin may from time to time in its sole and absolute discretion require, whether or not such requirement of Hotcoin is identical to or reflects or is greater than applicable collateral or margin requirements of any governmental body or self-regulatory organization in any jurisdiction (including any exchange) which is required to be maintained by Hotcoin and/or you.
4.2. A list of Digital Assets approved by Hotcoin to be eligible as Margin will be prescribed by Hotcoin and certain Digital Assets may only be valued as Margin on a discounted basis. Hotcoin may amend that list from time to time in its sole discretion and may (but shall not be obliged to) notify you of any changes to the list of eligible Digital Assets or discounts applied to the valuation thereof prior to those changes taking effect.
4.3. The value of any Margin shall be as determined by Hotcoin in its sole and absolute discretion.
4.4. You may choose to satisfy Initial Margin and Maintenance Margin requirements on your Futures Account either on an isolated basis (i.e. per each open position you hold in Futures) (“isolated margin mode”) or across all open positions in a particular contract type (“cross margin mode”). If you select “isolated margin mode”, an independent Margin Balance will apply to each open position and only Digital Assets allocated as Margin to a particular open position will be utilized in the event of any Liquidation or close-out. If you select “cross margin mode”, this means that all open positions in the same contract type recorded against a Futures Account will have a single margin balance and will have recourse to the same pool of Digital Assets provided by you to satisfy Initial Margin and Maintenance Margin requirements. For the avoidance of doubt, if a User has a number of different Hotcoin Sub-Accounts, each Hotcoin Sub-Account is treated entirely independently from any other Hotcoin Sub-Account for the purposes of determining Margin Requirements. Accordingly, cross margin mode will not allow for different Hotcoin Sub-Accounts to benefit from a shared pool of Margin and each Hotcoin Sub-Account will have its own distinct Margin Requirements.
4.5 Hotcoin currently only accepts USDT and BUSD stablecoins to satisfy Initial Margin and Maintenance Margin requirements on USDS-M Futures contracts. To the extent that you have deposited certain Digital Assets to your Futures Account other than USDT or BUSD, you may be able to apply the value of such Digital Assets to satisfy Initial Margin and/or Maintenance Margin requirements on USDS-M Futures by selecting “multi-asset mode” through the Platform. Digital Assets other than USDT or BUSD that are used to satisfy Margin Requirements on USDS-M Futures when in “multi-asset mode” will receive a value haircut (as determined by Hotcoin in its sole discretion). For further detail on the Digital Assets that are currently eligible as Margin for USDS-M Futures as part of “multi-asset mode”, together with detail on applicable value haircuts, please see the “Multi-Assets Info” tab on the following webpage: Trading Rules of USDⓈ-Margined Contracts. Hotcoin reserves the right to change the Digital Assets that are eligible as Margin for USDS-M Futures contracts under “multi-asset mode” and/or applicable value haircuts and maximum transfer-in limit from time to time at its discretion. With respect to Coin-M Futures contracts, Hotcoin accepts margin in the form of the cryptocurrency referenced in the relevant contract. For example, BTCUSD perpetual Futures contracts are margined in BTC. For a list of all cryptocurrencies referenced by Coin-M Futures contracts, please see the following webpage: Trading Rules of COIN-Margined Contracts.
4.6. Upon specific instructions provided by you, Hotcoin may (but is not obliged to) transfer all or part of the Margin held by Hotcoin for you in respect of any Futures Account to any other Hotcoin Account or to utilize such Margin for any purposes as required by you with respect to any other Services offered by Hotcoin outside of the Futures Trading Services.
4.7. Hotcoin may establish Margin Requirements in respect of Transactions and such Margin Requirements will be set out in the Futures Trading Rules. Hotcoin may, in its sole and absolute discretion, with or without notice to you, vary the Margin Requirements for any Futures Account and/or type of Transaction at any time and by any level, and may also stipulate that such Margin Requirements shall apply to existing positions as well as new positions in the Transactions affected by such change. Any written notice (which shall include email or electronic notification on or through the Platform) from Hotcoin stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event. You acknowledge that Hotcoin may, in certain market conditions, effect an immediate change in Margin Requirements and/or require additional Margin to be deposited immediately or within a specified period of time which may be less than 24 hours, and you waive any right to object on the grounds that such requirement is unreasonable. No previous Margin Requirements shall set a precedent or bind Hotcoin.
4.8. If at any time Hotcoin determines that additional Margin is required with respect to a Transaction or group of Transactions, you shall deposit with Hotcoin such additional Margin immediately upon demand, provided that, notwithstanding any such demand for additional Margin, Hotcoin may at any time exercise its rights under Clause 8 of this Agreement should your Margin Balance fall below the applicable Maintenance Margin. In making such determination in respect of the Margin provided for any Futures Account, Hotcoin shall not be required to take into consideration Margin held by Hotcoin for you in respect of any other Hotcoin Account.
4.9. You acknowledge that Margin may be held and used to secure the performance of your obligations as well as for such other purposes as the Applicable Laws may permit or stipulate for the relevant Transactions.
4.10. All Margin shall be held by Hotcoin, notwithstanding any provision or instructions to the contrary, as continuing security and shall be subject to a general lien and right of set off in favor of Hotcoin for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to Hotcoin under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety, and Hotcoin may realize any of your Margin as provided for in this Agreement. Subject to Hotcoin’s rights under this Agreement (including, without limitation, Hotcoin’s rights pursuant to a Liquidation and/or the occurrence of a Default as set out in clause 8 (Default) of this Agreement), Hotcoin will not sell, transfer, loan, hypothecate, rehypothecate or pledge any Margin allocated to your Futures Account unless instructed by you, authorised under this Agreement, or compelled by a court of competent jurisdiction to do so.
4.11. You acknowledge and agree that no interest shall be paid on any type of Margin deposited by you with Hotcoin and that Hotcoin shall not have any liability for fluctuations in the fiat currency value of Margin allocated to your Futures Account. Hotcoin shall at no time be required to deliver to you the identical property delivered or otherwise transferred to Hotcoin as Margin for the Futures Account but only property of substantially the same kind and amount, subject to adjustments for quantity and quality variations at the market price prevailing at the time of such delivery. You acknowledge and agree that when Hotcoin uses the Margin for any purpose as set out in this Agreement (including, without limitation, pursuant to a Liquidation and/or Hotcoin’s rights as set out in clause 8 (Default) of this Agreement), such Margin will no longer be your property and shall not constitute a loan or constructive trust in your favor.
4.12. You shall at your own cost and at Hotcoin’s request, execute and do all such deeds, acts and things (including without limitation, the performance of such further acts or the execution and delivery of any additional instruments or documents) as Hotcoin may require for the purposes of this Agreement, including but not limited to perfecting Hotcoin’s rights to the Margin provided by you.
4.13. Subject to Applicable Law, Hotcoin may deposit in Hotcoin’s general account or any other account, any of your Margin and may commingle your Margin with the Digital Assets, currencies and properties of Hotcoin or other clients of the Futures Trading Services. Any Margin and other Digital Assets held by Hotcoin on your behalf and on behalf of other Users shall be segregated from Hotcoin’s own Digital Assets, currencies and property by way of separate ledger accounting entries.
4.14. All Margin shall be held subject to Hotcoin’s general rights under Applicable Law.
5. Margin Balance, Margin Calls and Liquidation
5.1. Without prejudice to the generality of this Clause 5 of this Agreement, unless otherwise directed by Hotcoin:
(a) You agree to allocate the required Initial Margin to your Futures Account before entering into any Transaction. If you do not allocate the prescribed Initial Margin to your Futures Account, then you will not be permitted to enter into a Transaction. The Initial Margin required for a particular Transaction will be determined by reference to the notional value of the relevant position and the applicable leverage;
(b) You agree to maintain sufficient Maintenance Margin at all times for outstanding Transactions. If the Margin Balance of your Futures Account falls below the required Maintenance Margin, you agree to transfer additional Margin to Hotcoin whether or not a Margin Call has been made by Hotcoin to restore to the required Maintenance Margin for the outstanding Transactions. The Initial Margin and Maintenance Margin requirements are set out on the Platform and at the following webpage: Leverage & Margin of Futures Contracts. Hotcoin may amend the maximum leverage, Initial Margin and/or Maintenance Margin requirements with respect to Transactions from time to time in its sole discretion. A higher Initial Margin may be payable in certain circumstances and Maintenance Margin may increase in the event of adverse market movements in order to keep a position open;
(c) You acknowledge that Hotcoin calculates the profit and loss of your open positions in Futures based on a proprietary model and that Hotcoin has the sole discretion to choose and amend the specification of the such proprietary model in order to reflect Hotcoin’s view of the fair market price of the Futures at the relevant time;
(d) You acknowledge that if with respect to open positions maintained in Futures, the Mark Price of the relevant Futures hits the Liquidation Price and the Margin Balance of your Futures Account falls below the required Maintenance Margin, Hotcoin will begin to automatically close out open positions without notice as soon as market conditions allow until the first of the following occurs: (i) the Margin Balance of your Futures Account is equal to, or greater than, the required Maintenance Margin for all remaining open positions; or (ii) all open positions have been terminated (such process, a “Liquidation”). A Liquidation will result in all open Orders being immediately cancelled. Hotcoin is not required to provide notice before commencing Liquidation. If, following a Liquidation, there is a negative balance on your Futures Account, you will be considered “bankrupt” and Hotcoin may step in to take over the remaining positions and offload them onto the market gradually via the use of an insurance fund which collects “Insurance Clearance Fees” from non-bankrupt Users subject to Liquidations (the “Insurance Fund”). In the event that the Insurance Fund is unable to accept positions, such as in periods of extreme market volatility, counterparty liquidation will occur and positions held by opposing Users will be liquidated in accordance with a priority ranking calculation which results in highly leveraged positions being closed out first. This process is referred to as Auto-Deleveraging (“ADL”). Users who are subject to ADL will be notified immediately. Further information with respect to the Liquidation process, the Insurance Fund (including applicable Insurance Clearance Fees) and ADL can be accessed through the following links: (i) Liquidation Protocols; (ii) Introduction to Insurance Funds; and (iii) What Is Auto-Deleveraging (ADL) and How Does It Work
(e) You acknowledge and agree that it is your sole responsibility to monitor the Margin Balance of your Futures Account and applicable Margin Requirements (including the Initial Margin, Maintenance Margin, the Mark Price and the Liquidation Price) of your Futures Account from time to time, particularly in periods of high volatility, in order to avoid Liquidation. All open positions of the Futures Account shall be marked-to-market daily, or at more frequent intervals as Hotcoin may determine in its sole discretion. To avoid spikes and unnecessary Liquidations during periods of high volatility, Hotcoin uses Mark Price to determine the mark to market value of positions, to Unrealised P/L and the Liquidation Price;
(f) You acknowledge and agree that whilst the Margin Balance of your Futures Account takes into account the value of Digital Assets allocated as Margin to your Futures Account together with any Unrealised P&L and Unrealised P&L is relevant for determining Margin Calls, you shall not have any claim with respect to any Unrealised P&L and shall not be entitled to request the withdrawal of any Unrealised P&L. Further, any rewards or incentives to which you may be entitled from time to time with respect to Digital Assets in your Futures Account (which shall include, without limitation, any “airdrops” and/or any hard fork/redenomination of a Digital Asset or other action that results in the creation and distribution of new Digital Assets or the increase in the supply of existing Digital Assets, which are then distributed to Users by reference to value of Digital Assets held in their Hotcoin Accounts), will be determined by reference to the value of the Digital Assets allocated to your Futures Account as Margin and will not take into account any Unrealised P&L included within your Margin Balance.5.2. As Digital Asset markets are open 24 hours a day, 7 days a week, Margin Calls and Liquidations may occur at any time, including outside of normal business hours. You further agree and acknowledge that the prices of Digital Assets are volatile and thus may decline speedily in value.
5.3. Hotcoin shall be entitled, not shall have no obligation, to make Margin Calls to you in respect of your Transactions. If a Margin Call is made, it will be made through the Platform, by email or other electronic means. Any Margin Call made by Hotcoin must be met by you by transferring additional Margin from your Hotcoin Account(s) to your Futures Account. You are responsible for monitoring your Futures Account and for maintaining sufficient Margin at all times to satisfy applicable Margin Requirements, especially during volatile periods, regardless of whether or not a Margin Call has been made. Any failure to satisfy a Margin Call or any failure to otherwise maintain sufficient Margin in your Futures Account may lead to your positions being subject to Liquidation and/or Hotcoin exercising its rights as set out in Clause 8 of this Agreement. Hotcoin shall have no liability to you or any third party in connection with any failure of Hotcoin to make a Margin Call or any delay in the receipt by you of any Margin Call.5.4. Failure of Hotcoin to exercise any or all of its rights under this Clause 5 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall Hotcoin be subject to any liability to you for its acts or its failure to so act.
6. Trading Bots
6.1 As part of the Futures Trading Services, Hotcoin may offer access to certain trading tools which enable Users to place Orders for the execution of Transactions by way of a pre-determined execution methodology (such tools “Trading Bots” (previously referred to within the Platform as “Strategy Trading Tools”)). The Trading Bots that Hotcoin may make available as part of the Futures Trading Services include (but shall not be limited to): Futures Grid Trading, TWAP (Time Weighted Average Price) and VP (Volume Participation) algorithmic trading tools. Further information with respect to Trading Bots available as part of the Futures Trading Services can be found here.
6.2 You acknowledge and agree that you shall be solely responsible for determining whether or not you wish to make use of any Trading Bot and for selecting an appropriate Trading Bot in light of your investment objectives and needs. You shall also be responsible for setting any parameters and/or applicable execution methodology to be applied by any Trading Bot you have chosen and for ensuring that any such Trading Bot will be consistent with any limitations or conditions that may apply to your execution of any Transaction. 6.3 Hotcoin is not responsible for your choice of Trading Bot or for any selected parameters and/or execution methodology, whether or not such parameters were recommended or pre-populated on the Platform, and shall not be responsible for evaluating your goals in your selection or use of any Trading Bot. Use of any Trading Bot is entirely at your own discretion and at your own risk. Hotcoin does not guarantee the results of any Trading Bot and will not be liable to you for any loss that might arise from your use of any Trading Bot. The output and offering of any Trading Bot and any parameters recommended in connection therewith are not investment advice or any recommendation as to the use, appropriateness or suitability of any Transaction to be executed or the applicable execution methodology. You acknowledge that your use of any Trading Bot may be limited by Applicable Law and that you shall not provide any Order to Hotcoin pursuant to the use of any Trading Bot (or otherwise) unless you have determined that it is consistent with Applicable Law.
6.4 In the case where Hotcoin determines that the use of a Trading Bot could have an impact on the market and/or adversely impact availability of liquidity across the relevant product and/or to ensure compliance with Applicable Law (including in response to any regulatory request or restriction), you acknowledge and agree that Hotcoin may implement certain controls in its discretion, which may include cancellation of Orders and/or Transactions resulting from the use of a Trading Bot and/or restricting the use and/or availability of any Trading Bot for the execution of any futures Orders and/or Transactions.
6.5 By using any Trading Bot, you acknowledge and agree to the risks as set out in Hotcoin’s Trading Bot Terms. Before using any Trading Bot you should ensure that you have read and fully understood these risks.
6.6 Hotcoin may create a separate Account for Orders submitted by User through the use of certain Trading Bots (each such Account, a “Trading Bots Account”), in order to differentiate the resulting transactions from standard Futures Transactions entered into by the User other than through the use of such Trading Bots (which Transactions will be recorded against the User’s Futures Account). It is the responsibility of the User to monitor each Trading Bots Account set up on its behalf and to ensure that sufficient Digital Assets are allocated to such account to satisfy any payments due with respect to transactions recorded against such account (including, without limitation, payment of applicable fees and Margin Requirements with respect to the relevant transactions). Unless otherwise permitted by Hotcoin, Digital Assets allocated to a User’s Futures Account will not be applied to satisfy Margin Calls or other payments due with respect to transactions recorded against a Trading Bots Account. For further information, please refer to the Trading Bot Terms.
7. Fees, Interest, Commissions and Charges
7.1. You shall promptly pay all of Hotcoin’s fees, interest, commissions and/or other charges at such rates and in such manner as Hotcoin may impose and stipulate from time to time with respect to the execution and/or performance of any Transaction or otherwise for the maintenance of your Futures Account or the provision of any service to you or in connection with your Futures Account.
7.2. Hotcoin reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Platform or individually notified via email or other modes of communication as Hotcoin in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.
7.3. You shall make payment to Hotcoin of any outstanding amount owed to Hotcoin (including without limitation any outstanding fees, interest, commissions and charges) when due or otherwise upon demand by Hotcoin.
7.4. All commissions, interest, fees, charges or other amounts owed from you to Hotcoin may be settled by Hotcoin at its sole and absolute discretion on the day they fall due by debiting your Hotcoin Account (including your Futures Account) with the relevant amount payable by you. In the event that there are insufficient Digital Assets in your Hotcoin Account (including your Futures Account), you acknowledge that any amount due and payable from you under this Clause is a debt immediately due and owing by you to Hotcoin.
7.5. Applicable trading fees may vary between different clients, products and Transactions and will depend on certain factors, such as trading volumes. Trading fee discounts may be available from time to time, subject to the satisfaction of certain criteria. All trading fees shall be applied at both the entry into and the close-out of a Transaction, unless otherwise notified. Further information as to trading fees is accessible via the following webpage, as updated from time to time: Futures Trading fee
7.6. If you enter into a Perpetual Futures Contracts through the Platform, then, currently every 8 hours (currently at 00:00 UTC; 08:00 UTC and 16:00 UTC (the “Funding Times”)), you will either be required to pay or will be entitled to receive a Funding Fee. As Perpetual Futures Contracts do not have a set expiry date and do not settle in the traditional sense, Funding Fees ensure that the price of the contract correlates with the prevailing spot price of the underlying instrument. In extreme market conditions, high Funding Fees can mean that it is costly to maintain a long-term position in the market. You will only be required to make, or entitled to receive, Funding Fees in respect of open positions you hold in Perpetual Futures Contracts as at the Funding Times. If you do not have an open position at a Funding Time, you will not be liable for, or otherwise entitled to receive, any Funding Fees with respect to such Funding Time. Moreover, if you close your open positions prior to a Funding Time, you will not pay or receive any Funding Fees in relation to those positions. There is a 15-second deviation in the actual Funding Times. For example, when a trader opens a position at 08:00:05 UTC, the Funding Fee may still apply to that position. For information as to current Funding Fees for both USDS-M Perpetual Futures Contracts and Coin-M Perpetual Futures Contracts, please refer to the following webpage: Crypto Futures Real-Time Funding Rate. Hotcoin reserves the right to amend applicable Funding Fees including applicable Funding Times from time to time in its discretion.
7.7. Hotcoin shall be entitled at its sole and absolute discretion to charge interest on any amount due to Hotcoin from you t such rate and calculated and/or compounded in such manner as Hotcoin may impose and determine from time to time and to debit any Hotcoin Account (including any Futures Account) in respect of the interest due.
7.8. All amounts owed to Hotcoin shall be settled in such Digital Assets as solely determined by Hotcoin from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Hotcoin shall be increased by such amount as shall result in Hotcoin receiving an amount equal to the amount Hotcoin should have received in the absence of such deduction or withholding.
7.9. Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Hotcoin in connection with providing the Futures Trading Services to you or otherwise in connection with your Futures Account shall be fully reimbursed by you.
7.10. If for any reason Hotcoin cannot effect payment or repayment to you in a particular Digital Asset in which payment or repayment is due, Hotcoin may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Hotcoin based on a rate of exchange solely determined by Hotcoin, acting reasonably, in respect thereof at the relevant time.
7.11. All interest, fees, commissions and other charges of Hotcoin are exclusive of any goods and services tax or any other applicable sales tax which shall be borne and separately charged to you.
7.12. Without prejudice to any right of set-off under the Terms of Use or Applicable Law, you acknowledge and agree that Hotcoin may set off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Futures Trading Services and/or any other Hotcoin Services provided to you through the Platform or otherwise. You acknowledge and agree that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to Hotcoin.
7.13 In certain circumstances (and subject to certain conditions), Hotcoin may agree to issue certain bonuses and/or rebates to you in the form of a voucher, any redemption of which will be applied towards the balance of your Futures Account. Information on the types of vouchers that Hotcoin may issue (each a “Voucher”) and the terms relating to the redemption of such Vouchers can be found here. To the extent you receive any Voucher from Hotcoin, you agree to comply with applicable terms relating thereto.
8. Default and Termination
8.1. A “Default” shall be deemed to occur if:
(a) your Margin Balance with respect to your Futures Account falls below the applicable Margin Requirements as prescribed by Hotcoin in the applicable Futures Trading Rules;
(b) any representation, warranty, agreement or undertaking made by you to Hotcoin whether under or in connection with this Agreement (including without limitation Clause 10 of this Agreement, the Futures Trading Rules, the Terms of Use) or otherwise, or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Hotcoin of the true position as soon as reasonably practicable;
(c) you have failed to comply with or perform any of your obligations hereunder, whether in respect of your Futures Account, any Transaction or otherwise, or under the Futures Trading Rules and/or you have failed to comply with or perform any obligation under the Terms of Use or any other agreement with Hotcoin relating to services provided by Hotcoin to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement, the Terms of Use or otherwise);
(d) you fail to promptly provide Hotcoin with any documentation requested for the purposes of any: (i) “know your customer” checks, including, without limitation, documentation required for the purposes of verifying your identity, place of address, legal authority/capacity and client classification status and/or (ii) credit checks, anti money laundering requirements or any other internal assessments conducted by Hotcoin and/or Hotcoin determines that you have failed to successfully pass or otherwise satisfy any “know your customer” checks, credit checks, anti money laundering requirements or any other internal assessments conducted by Hotcoin;
(e) (in the event that you are an individual), you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;
(f) (in the event that you are acting on behalf of a partnership) any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;
(g) (in the event that you are acting on behalf of a corporation) the corporation shall be unable to pay its debts as and when they fall due, or action is commenced to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
(h) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached Applicable Laws or steps are taken by any person to enforce any security interest against you;
(i) you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
(j) Hotcoin has reasonable concerns in relation to your creditworthiness, financial status or verification of your identity (including, without limitation, any verification of your place of residence or place(s) from which you are accessing the Futures Trading Services);
(k) Hotcoin determines in its sole and absolute discretion that you have acted in an abusive manner to any representative of Hotcoin;
(l) unless alternative arrangements have been made between you and Hotcoin with reference to a specific absence by you, at any time Hotcoin is not able to contact you within 24 hours using reasonable means and contact points known to Hotcoin;
(m) Hotcoin forms the view, in good faith, that it should take action in order to preserve its rights or interests under any Hotcoin Account or Futures Account or under its relationship with you;
(n) Hotcoin reasonably believes that any of the circumstances set out under Clauses 8.1(a) to 8.1(m) above are likely to happen and Hotcoin also reasonably believes that any action described in Clause 8.2 below is necessary, desirable or expedient to protect its interests or the interests of Hotcoin’s other clients; or
(o) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Hotcoin or a third party) or Hotcoin otherwise reasonably believes that you have used the Futures Trading Services with improper intent, which Hotcoin, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Hotcoin, compromise the integrity of the markets maintained by Hotcoin and/or result in losses being sustained by other Users.
8.2. Without prejudice to any other right of Hotcoin hereunder or otherwise at law, in the event of Default, Hotcoin may (but is not obliged to) immediately or any time thereafter whilst the Default is continuing, do any one or more of the following without prior notice:
(a) suspend (indefinitely or otherwise) cancel or terminate any Hotcoin Account, Futures Account, any services provided to you and/or Hotcoin’s broader relationship with you or prohibit you from opening any Hotcoin Account and/or Futures Account and/or accelerate any and all of your liabilities to Hotcoin (including any and all fees, interest, commission, and charges owed by you to Hotcoin) so that they shall become immediately due and payable;
(b) liquidate, accelerate, and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which Hotcoin terminates such Transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;
(c) at such times and manner as Hotcoin may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Hotcoin may hold for you or which has been transferred to Hotcoin by you and apply the proceeds to the discharge of your obligations, subject to Hotcoin’s rights to set-off and net amounts owed as between you and Hotcoin as set out under Clause 7.12 of this Agreement or otherwise under the Terms of Use or Applicable Laws;
(d) vary the applicable Margin Requirement and/or liquidate or exercise its power to sell the Margin or part thereof at a price which Hotcoin deems appropriate in the circumstances;
(e) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Hotcoin (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Hotcoin’s rights of netting and set-off as set out under Clause 7.12 of this Agreement or otherwise under the Terms of Use or Applicable Laws;
(f) demand any shortfall after the application of Clause 8.2(e) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Hotcoin;
(g) restrict your ability to withdraw any Digital Assets from any Hotcoin Account;
(h) do or omit to do anything which Hotcoin reasonably believes to be necessary, desirable or expedient to protect Hotcoin or its other clients; and/or
(i) exercise such other authority and powers that may have been conferred upon Hotcoin by this Agreement, the Futures Trading Rules and/or the Terms of Use.
8.3. Without prejudice to Clause 8.2, in the event that Hotcoin determines that the User is in Default under Clause 8.1(o) of this Agreement, Hotcoin reserves the right (without liability to the User or any third party) to unwind or reverse any Transactions, freeze any or all amounts allocated to User’s Futures Account, and/or deduct any amounts allocated to User’s Futures Account that relate to or arise out of any Transactions entered into by the User in connection with any of the circumstances referred to in Clause 8.1(o).
8.4 To the extent permitted under Applicable Law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Futures Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Hotcoin, and shall be responsible for any other reasonable costs and expenses incurred by Hotcoin in exercising any of its rights under this Clause 8 pursuant to any Default.
9. Statements and Confirmations
9.1. You shall verify all statements with respect to your Futures Account and all Confirmations Platform with respect to Transactions entered into that are provided by Hotcoin to you from time to time as against your own records. If no objection is raised by you within 7 days of the date of the relevant statement or Confirmation (or such other time period set out in the said statement or Confirmation), and in the absence of Manifest Error or clear evidence to the contrary, such statement or Confirmation shall be deemed conclusive and binding as against you, and you shall not be entitled to object thereto. Any and all objections by you shall not be valid unless accompanied by supporting evidence. Notwithstanding the foregoing, Hotcoin may at any time in its sole discretion chose to rectify any error on any entry, statement or Confirmation which has been proved to its satisfaction to be incorrect, but is not obliged to do so, and may demand immediate repayment from you of any Digital Assets erroneously transferred to you as a result of any such error. Hotcoin does not make any representations or warranties regarding the availability, accessibility, accuracy, currency or completeness of any information contained in any statement or Confirmation provided by Hotcoin or otherwise presented on the Platform.
9.2. You shall immediately notify Hotcoin if a statement or Confirmation is not received by you within the usual time frames provided in the ordinary course of business or your use of Hotcoin’s services.
9.3. Subject to the provisions of this Clause 9, a Confirmation which does not accurately reflect the relevant Transaction entered into via the relevant Platform:
(a) does not affect the validity of the Transaction which the Confirmation evidences; and
(b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Confirmation.
9.4. You hereby authorize Hotcoin to to cancel or terminate any Transaction involving or deriving from a Manifest Error or to amend the details of such Transaction to reflect that which Hotcoin considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such a Transaction absent such Manifest Error.
9.5. Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith, Hotcoin shall in no circumstances be liable to you for any Loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit, loss of opportunity or even if Hotcoin had been advised of the possibility of the same arising or that the same were reasonably foreseeable. Your attention is drawn in particular to Clause 12 of this Agreement.
10. Representations, Warranties, Agreement and Undertakings
10.1. You represent, warrant, agree and undertake that:
(a) you have full capacity and authority and have obtained (and will maintain) and are in compliance with all necessary authorisations, consents, licenses or approvals (whether under Applicable Laws or otherwise) required to: (i) accept and agree to the terms of this Agreement, (ii) receive the Futures Trading Services, (iii) to enter into Transactions, (iv) to open, maintain and/or continue to maintain a Futures Account with Hotcoin, (v) to transfer Margin to Hotcoin and (vi) to issue Orders to Hotcoin in connection therewith;
(b) you have made your own independent decisions to accept the terms of this Agreement, open and maintain a Futures Account(s), to receive the Futures Trading Services and to enter into Transactions from time to time and as to whether the Futures Trading Services and Transactions are suitable or appropriate for you or the entity for whom you are acting based on your own judgment and advice from advisers as you deem necessary. You are not relying on any communication (whether written or oral) from Hotcoin as investment advice or as a recommendation to enter into any Transaction or as an assurance or guarantee of any expected results of a Transaction;(c) you have read and understood the Futures Trading Rules and accept the conditions and limitations for each and every service available to you in connection with the Futures Trading Services. In particular, you understand that the level of services available to you will vary depending on whether you are transacting or intend to transact on the basis of “cross margin mode” or “isolated margin mode”;
(d) you are not an employee of any governmental or self-regulatory organization in any jurisdiction, including any exchange or a member firm thereof, or engaged in the business of dealing (either as agent or principal), that prohibits you from establishing a relationship with Hotcoin, in dealing in any of the Digital Assets traded in connection with your Futures Account, and you shall promptly notify Hotcoin if you become so employed;
(e) you do not reside in the prohibited countries and territories as per set out in Terms of Use, or in any other jurisdictions in which Hotcoin has restricted the offering of the services provided under this Agreement;
(f) unless you specifically notify Hotcoin and Hotcoin agrees, no person other than you has an interest in your Futures Account;
(g) except with the express written consent of Hotcoin, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over your Futures Account and/or any Digital Asset held in your Futures Account;
(h) any Order placed or any other dealings with respect to your Futures Account is solely and exclusively based on your own judgement and after your own independent appraisal and investigation into the risk associated with such Orders and your own independent determination of the Order being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
(i) Hotcoin shall not be under any duty or obligation to inquire into the purpose or propriety of any Order and shall be under no obligation to accept or execute any Order;
(j) any person(s) empowered to act on your behalf have been duly authorized;
(k) you have complied and shall comply with all Applicable Laws in all jurisdictions relevant to your Futures Account, any Transaction or other service or facility provided or made available by Hotcoin to you;
(l) all information and/or documents provided by you or on your behalf to Hotcoin in connection with the services contemplated under this Agreement are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from Hotcoin which may have a material bearing on Hotcoin’s decision to provide or continue to provide any of the services under this Agreement; and
(m) you shall not knowingly or recklessly permit the use of Hotcoin’s services, facilities or membership in a manner which is in the opinion of Hotcoin liable to bring Hotcoin into disrepute, impair the dignity or degrade the good name of any of the foregoing. You shall not knowingly or recklessly create or maintain or exacerbate manipulations (or attempted manipulations), corners (or attempted corners) or violations of any Applicable Laws (or arrangements, provisions or directions made or given thereunder), or otherwise act in a manner substantially detrimental to the interests or welfare of Hotcoin or any of its other users.
10.2. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you give Orders to Hotcoin, enter into any Transactions or establish a Futures Account with Hotcoin.
11. General Indemnity
11.1. In addition and without prejudice to any other right or remedy of Hotcoin under Applicable Laws, the Terms of Use or otherwise (but without duplication), you shall at all times indemnify, keep indemnified, and hold Hotcoin harmless from and against any and all Loss suffered or incurred by Hotcoin which arises (whether directly or indirectly) out of, in the course of or in connection with:
(a) any Default or any failure by you to comply with any provision of this Agreement or Applicable Laws;
(b) Hotcoin acting in accordance with your Orders or in any manner permitted under this Agreement and/or the Terms of Use;
(c) any changes in any Applicable Laws that impact the provision of the Futures Trading Services to you (or use thereof); and/or
(d) any act or thing done or caused to be done by Hotcoin in connection with or referable to this Agreement, the Terms of Use or your Futures Account.
11.2. You shall further indemnify, keep indemnified and hold harmless Hotcoin for any and all expenses, costs and legal fees (on a full indemnity basis) incurred, including but not limited to expenses, costs and legal fees incurred for producing records, and information, or payment made (whether such payment is or was or is to be made in settlement of any proceedings or in connection with any ruling, judgement, order or award) by any of them in connection with any investigations or proceedings (whether legal, regulatory, arbitration or other proceedings) brought against it in connection with Clauses 11.1(a) to 11.1(d) above. You shall provide any and all reasonable assistance to Hotcoin in connection with such investigations or proceedings.
12. General Exclusion
12.1. Futures trading is not suitable for everyone. You should examine your investment objectives, financial resources and risk tolerance to determine whether borrowing against your assets held with Hotcoin is appropriate for you. You acknowledge that futures trading with respect to Digital Assets is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. You further understand and accept the significant risks associated with the use of Margin and leverage and have determined that the use of Marginand/or leverage is consistent with your investment objectives. Despite such risks, you acknowledge, understand and agree that you are willing and able to assume the financial risks and other hazards of futures trading with respect to Digital Assets and agree that you will in no manner hold Hotcoin responsible for Losses incurred by you under or in connection with this Agreement, the Futures Trading Rules, the Terms of Use or otherwise. You acknowledge that trading in Futures involves the potential for profit as well as the risk of losing substantially more than your initial deposit. You do not own or have any rights to the underlying instruments – which includes Digital Assets and any rewards or yields generated from them.
12.2. In addition and without prejudice to any other right or remedy which Hotcoin may have under this Agreement, the Futures Trading Rules, the Terms of Use, Applicable Laws or otherwise, so long as Hotcoin acts in good faith, it shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with this Agreement, the Futures Trading Rules and/or the Terms of Use. Hotcoin shall only be liable to you if Hotcoin is proven to have been fraudulent or to have acted in wilful default.
12.3. Without prejudice to the generality of the foregoing, Hotcoin shall not in any event be liable to you for any indirect or consequential Loss, or for any anticipated profits or punitive damages.
13. Applicable Laws
Your relationship with Hotcoin, the operation of your Futures Account, the provision of the Futures Trading Services and the implementation of any transaction shall be subject at all times to the Applicable Laws. Hotcoin may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by Hotcoin in order to procure or ensure compliance with, Applicable Laws. You agree that Hotcoin shall not be liable to you as a result of any action taken by Hotcoin to comply with Applicable Laws.
14. Technology Disclaimer
14.1. For the purpose of the Futures Trading Services, Hotcoin may offer or make available for your access and use the Platform. Accordingly, Hotcoin grants you a revocable, non-exclusive, non-transferable right to access and use the Platform for the purposes of receiving the Futures Trading Services in accordance with this Agreement. Hotcoin may limit, revoke or vary such license and/or change, suspend, terminate, restrict or discontinue the Platform (or any part of thereof) or any services, information, features or functions accessible by means of the Platform or your access to the Platform for any reason at any time without notice or liability.
14.2. You acknowledge and agree that access and use of the Platform is provided on an “as is'' and “as available” basis and Hotcoin makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Platform and does not represent or warrant that the Platform or any part thereof is free from defect, failure or interruption or that they are fit for your purposes or any particular purpose and, without prejudice to the foregoing, Hotcoin shall not in any event be liable for any system error, faults or failure of the Platform whatsoever and howsoever arising or caused other than by fraud or wilful default of Hotcoin.
14.3. To the extent that you may use third party technology, web applications, application programme interfaces, software, software code, programmes, protocols and/or other third party resources (“Third Party Applications”) whether independently identified and selected, sourced or used by you, made available via Hotcoin or otherwise, to provide connectivity to the Platform to place Orders, enter into and/or settle Transactions, or otherwise engage in the Futures Trading Services, you acknowledge and accept that you are solely responsible for and will bear all risks associated with the use of any Third Party Applications, including any risks that such Third Party Applications may not be compatible with or function appropriately with the Platform. Any links to Third Party Applications to or from the Platform do not imply endorsement by Hotcoin of any product, service, information or disclaimer presented on or made available through such Third Party Applications, nor does Hotcoin guarantee the accuracy of the information presented on or provided through such Third Party Applications. You shall be solely responsible for your decision to use any Third Party Application and should ensure that any such use is suitable for you in light of your investment objectives. If you suffer any loss in connection with your use of any Third Party Application, Hotcoin will not be liable for such loss. In addition, since Hotcoin has no control over the terms of use or privacy policies related to any Third Party Application, you should ensure to read and understand such terms and policies carefully before using such Third Party Application.
14.4. Hotcoin disclaims and excludes unless expressly prohibited by Applicable Laws, all terms and conditions and warranties implied by statute or common law in relation to the Platform including, but not limited to, merchantability, satisfactory quality, suitability or fitness for any particular purpose. Technical difficulties may be encountered in connection with the Platform. Such difficulties may include, but not be limited to, malfunctions, failures, delays, hardware damages or software erosion. Such difficulties could be the result of hardware, software or communication link inadequacies or any other cause and such difficulties could lead to possible economic and/or data loss. In the absence of fraud or wilful default, in no event will Hotcoin, any of its related companies or affiliates or any of their respective officers, employees, agents, representatives or contractors be liable for any loss, cost, claim, demand, expense or damage including, without limitation, loss of profit, loss of revenue, loss of opportunity, consequential, unforeseeable, special or indirect damages or expenses which arise directly or indirectly as a result of accessing or using the Platform, even if Hotcoin had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
14.5. You acknowledge that the Platform consists of certain trading systems, platforms and/or related software and technology (the “Trading Systems”) which enable, assist and/or facilitate you to place Orders, enter into and/or settle Transactions . These Trading Systems may be proprietary to Hotcoin or may be licensed by Hotcoin from third party licensors (the “Third Party Licensors”) for access and/or use by you. In addition to the terms of this Agreement, you agree and undertake to comply with any and all terms and conditions as Hotcoin and/or such Third Party Licensors may from time to time prescribe or stipulate to be applicable to their provision and/or your access and/or use of such Trading Systems.
14.6. You acknowledge that Hotcoin may use or provide technology and/or electronic services, or make available technology and/or electronic services provided by third parties, for your use in connection with the Futures Trading Services and any Order placed or Transaction made by you with Hotcoin. Such technology and electronic services may include, but are not limited to, trading technology, web applications, application programme interfaces, software, software code, programmes, protocols and displays (collectively, the “Technology”) for trading, analysing trades and markets, constructing automated trading systems and/or to assist or facilitate the provision, availability or connectivity of Platform provided or made available by Hotcoin to you for access or use. Hotcoin provides the Technology as is”, without any warranties of merchantability, fitness for a particular purpose, or other express or implied warranties. You acknowledge and agree that none of Hotcoin, any Third Party Licensors and any other third party Technology providers shall be responsible for the operation or performance of any automated trading system developed with Technology or for any errors, malfunctions or breakdown of, or inability to access, any Technology or Platform or for any delays or interruptions in transmission of orders due to breakdown, excessive call volume or failure of transmission or communication equipment on the internet or otherwise, including, but not limited to, communications problems, computer software or hardware breakdowns, malfunctioning errors, any and all problems or glitches associated with computer problems or any other technical cause or causes.
14.7. You acknowledges that certain databases, programmes, protocols, displays and manuals which may form part of the Technology (the “Proprietary Information”) are proprietary and unique to Hotcoin, Third Party Licensors or third party Technology providers, as to which copyright, patent, or other proprietary rights may be held by Hotcoin, such Third Party Licensors, third party Technology providers or third parties from whom such Third Party Licensors or third party Technology providers have licensed or otherwise acquired such rights. You agree to take or cause to be taken any and all necessary precautions to maintain the confidentiality of such Proprietary Information, to comply with all copyright, trademark, trade secret, patent and other laws necessary to protect all rights in the Proprietary Information as advised by Hotcoin and agree not to remove, conceal or obliterate any copyright or other proprietary notice, which may include references to Hotcoin, such Third Party Licensors or such other third parties’ ownership, as included in the Technology.
14.8. You acknowledge, accept and agree that Hotcoin, any Third Party Licensors or any other third party Technology providers and their respective directors, officers, employees, agents, contractors and/or subcontractors shall not be held liable for any Loss, damage, cost or expense (including the loss of data) suffered or incurred by you as a result, arising out of or in connection with any errors, malfunctions, breakdowns, inability to access, faults, interruptions or delays in the Technology, or Platform or out of any inaccuracies, errors or omissions in the information contained in the Technology or Trading Systems as supplied to, or made available for access and use by, you, provided however that this limitation does not apply to any loss, cost or damage suffered or incurred by you caused by fraud or wilful default of Hotcoin in the performance of its duties imposed by this Agreement or applicable law. Each of Hotcoin, such Third Party Licensors and such third party Technology providers makes no warranties, conditions, guarantees or representations as to satisfactory quality, fitness for a particular purpose or other warranties, conditions, guarantees or representations, whether express or implied, in law or in fact, oral or in writing, except as expressly stated in the terms of this Agreement. Under no circumstances shall Hotcoin, such Third Party Licensors and/or such third party Technology providers be liable for any loss, damage, cost or expense of any nature whatsoever incurred or suffered by you of an indirect, incidental, special or consequential nature (including without limitation any economic loss or other loss of turnover, profits, business or goodwill) arising from or in connection with the provision of, or the availability to you of, any Technology or Platform.
14.9. Without prejudice to the generality of the foregoing, you agree not to bring any legal action, whether in tort, contract or otherwise, against Hotcoin, any Third Party Licensors or any other third party Technology providers alleging damages for, the failure by Hotcoin to perform or otherwise settle a Transaction entered by you using Technology.
14.10. Use of the Platform may require compatible hardware or devices, internet access, web browser that includes 128-bit encryption (e.g. Chrome/Edge/Firefox/Safari/Opera, latest version recommended and require periodic updates) and Hotcoin software (latest version recommended and requires periodic updates). The performance of the Platform may be affected by the performance of these factors. It is not recommended to access the the Platform for the purposes of Futures trading with a touchscreen device on a web browser. You agree that meeting these requirements is your responsibility. Hotcoin shall not be liable for any losses resulting directly or indirectly from the incompatible hardwares or devices, personal network congestion, network delay, poor network environment and outdated version of software. Hotcoin reserves the right to limit the number of Futures Accounts that may be created from a device and the number of devices associated with a Futures Account.
15. Miscellaneous
15.1. Notwithstanding any contrary provision in the terms of Use, if User has a complaint with respect to the Futures Trading Services, the User should initially contact the Hotcoin customer service team who will provide the User with a complaint form that the User will need to complete and submit to Hotcoin, including details of the relevant complaint (a “User Incident Complaint Form”). Upon receipt of a User Incident Complaint Form, Hotcoin will endeavour to investigate the complaint as soon as possible. In order to facilitate Hotcoin in investigating and responding to any complaint relating to the Futures Trading Services, User shall ensure to complete all sections of the User Incident Complaint Form and provide as much detail as possible (including substantiating any complaint with supporting documentation). Any response from Hotcoin made to a complaint raised in accordance with this clause will be made to the email address associated with the User’s Futures Account. Hotcoin may request that you confirm your acceptance of any resolution proposed in response to any complaint raised pursuant to this clause - any failure to confirm acceptance within the timeframe specified may lead to such proposed resolution being withdrawn. Should you wish to contest any proposed resolution, you will need to follow the process as specified by Hotcoin in the relevant response. You acknowledge and agree that any resolution proposed by Hotcoin to a complaint raised pursuant to this clause shall be confidential and shall not be disclosed to any non-party except to the extent that disclosure may be required to fulfil a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings and that such confidentiality shall survive termination of this Agreement and of any proceedings brought pursuant to the Terms of Use.
15.2. You acknowledge and agree that if Hotcoin determines that you have not undertaken any activity with respect to your Futures Account for a period of 30 calendar days or more, your Futures Account shall be considered dormant and Hotcoin shall have the right to close your Futures Account on notice to you (which shall include email). If a dormant Futures Account is closed, it cannot be reactivated and you will need to register for a new Futures Account if you wish to continue to access and use the Futures Trading Services. Further, if your Futures Account is closed (whether due to such account being considered dormant pursuant to this clause or otherwise in accordance with the terms of this Agreement or the Terms of Use), you acknowledge and agree as follows: (i) you shall no longer be entitled to access or use the Futures Trading Services; (ii) you expressly authorise Hotcoin to deduct any outstanding amounts owed to Hotcoin, including without limitation any applicable Trading Fees, Funding Fees and other amounts; and (iii) after the satisfaction of any amounts due to Hotcoin, if any amounts remain to the credit of your Futures Account, such amounts will be credited to the balance of the account you hold with Hotcoin for the purposes of spot trading activity in Digital Assets and withdrawals of such amounts shall be subject to the Terms of Use.
15.3. This Agreement may, at Hotcoin’s sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.
15.4. Hotcoin reserves the right to alter, revise, modify, and/or amend this Agreement at any time in its discretion. Any such amendments will take effect immediately upon being published on the Platform. It is your responsibility to regularly check relevant pages on the Platform to confirm the latest version of this Agreement. Your continued access and use of the Platform and the Futures Trading Services following any amendments to this Agreement shall indicate your acceptance of such amendments. If you do not agree to any such amendments, you should terminate your usage of Futures Trading Services and cancel your Futures Account.
