1. Binding Agreement.
IMPORTANT NOTICE: THIS USER AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. You agree that all disputes between you and CrossTower will be resolved by binding arbitration. You agree to give up your right to litigate disputes with CrossTower in court (other than small claims court). Arbitration procedures are more limited than court proceedings. The decisions made by an arbitrator are as enforceable as decisions made by a court.
3. This Agreement is Subject to Change.
This User Agreement is subject to modification by CrossTower at any time in CrossTower’s sole discretion and you will be bound by the latest version posted on the CrossTower Site. When we modify the website from time to time, we will send you an email notifying you of such change. It is also your responsibility to understand the changes to this User Agreement. It is important that you review the User Agreement whenever it is modified because if you continue to use the Services after we have modified the User Agreement, you are indicating to us that you agree to be bound by the modified User Agreement. If you do not agree to be bound by the modified Terms, you must stop using the Services. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. Important Risk Factors that Customers Should Read.
4.1 New Asset Class.
Digital Assets are a relatively new asset class and there is little history
Digital Assets are a relatively new asset class and there is little history as to the digital asset market. However, like any asset class, the market value of digital assets may change. If you buy a Digital Asset, the value of the asset may go up or down. Thefollowing are some additional risks associated with Digital Assets. Please be advised that these risk factors are non-exclusive and do not disclose all risks. Please consider these and other risks carefully before using our Services. You are advised to contact the relevant advisors, such as financial, legal and accounting advisors, if you have questions about Digital Assets.
4.2 Digital Asset Market Risk.
The market for Digital Assets is speculative in nature and may be subject to large fluctuations in price. This means that if you purchase Digital Assets, you may lose some or all of your assets value. Unlike other asset classes, certain Digital Assets’ value may be difficult to assess due to a lack of information. For example, for traditional equities, fundamental analysis uses revenues, earnings, future growth, return on equity, profit margins, and other data to determine a company’s underlying value and potential for future growth, which is available in a company’s financial statements. For traditional commodities, fundamental analysis uses supply information and demand information in the marketplace. However, with respect to Digital Assets that are commodities, there may be no similar ability to predict the value, depending upon the Digital Asset. Participants often cite that there is a limited supply like a precious metal or cite market structure, but the asset class is too new and theories continue to develop as to how to value Digital Assets. Certain Digital Assets may be linked to underlying assets, such as precious metals or tangible assets like oil. However, the relationship between the underlying asset and the Digital Asset may not be clear. There are many important issues you should consider when valuing Digital Assets. Because Digital Assets are relatively new, they have only recently become accepted as a means of payment for goods and services, or as an asset class, and therefore, the use and liquidity of Digital Assets is limited. A significant portion of the demand for digital assets globally may be generated by speculators and investors, only seeking to profit. This market is rapidly developing.
4.3 Cyber/Fraud Risk.
The nature of Digital Assets may lead to an increased risk of cyber attack, account compromise or fraud. Any security breach caused by a cyber attack, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of a CrossTower’s operations or a loss of customers’ assets. Customers must adapt to technological change in order to secure and safeguard client accounts. While CrossTower believes it has developed an appropriate security system reasonably designed to safeguard Digital Assets from theft, loss, destruction and other issues relating to hackers and technological attack, such assessment is based upon known technology and threats. As technological change occurs, the security threats to Digital Assets will likely adapt and previously unknown threats may emerge. Furthermore, CrossTower believes that customers may become a more appealing target of security threats as the size of their assets grow. To the extent that CrossTower is unable to identify and mitigate or stop new security threats, Digital Assets may be subject to theft, loss, destruction or other attack, which could result in loss of assets. As with CrossTower, the CrossTower third-party service providers may also be vulnerable to targeted attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, firewall or encryption failures and other security problems. Attackers may seek to steal information about the CrossTower platform, financial data or user information or take other actions that would be damaging to you. In addition, transactions in Digital Assets may be irreversible, and, accordingly, losses due to accidental or fraudulent transactions may not be recoverable.
4.4 Lack of Control over Digital Assets.
The software protocols that underlie Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of CrossTower’s control and (ii) such software protocols are subject to sudden and dramatic changes that might have a significant impact on the availability, usability or value of a given Digital Asset. In many cases, for example, a Digital Asset lacks the governance aspects that generally pertain to equity securities and other forms of assets. For example, a holder of a Digital Asset does not have the right to appoint board members or otherwise vote on corporate actions of the entity that has issued the Digital Asset. There are not, for example, detailed private placement memorandum of Digital Assets disclosing material risks. As a result, customers may have limited, if any, ability to influence the actions of the issuer of the Digital Asset and may lack material information which could impact the value of any particular investment.
4.5 Regulatory/Compliance Risk with Digital Assets.
The legal characterization of certain Digital Assets is uncertain. This can mean that the legality of holding or trading them is not always clear, and may be subject to certain legal requirements or restrictions. Whether and how one or more Digital Assets constitute property, or assets, or rights of any kind may also be unclear. You are responsible for knowing and understanding how Digital Assets will be treated from a legal perspective. We reserve the right to delist any Digital Asset for any reason in our sole discretion.
4.6 Tax Risk of Digital Asset.
There is substantial uncertainty regarding the tax treatment of Digital Assets. As such, you should carefully consider your tax positions and the regulations promulgated by the Internal Revenue Service, which may change over time. You should contact your legal or accounting firm for legal and accounting advice.
4.7 Regulatory Risk.
The regulatory environment related to digital assets, virtual currencies, tokens, information security, privacy, data collection and use is changing very quickly. With new and constantly changing compliance requirements applicable to the CrossTower business, compliance with those requirements could result in additional costs, time from our employees to concentrate on interpretation and implementation and regulatory risk. If a regulatory body changes its interpretation or provides clarity over a law or practice, such change or clarification may have an impact on CrossTower’s compliance program. CrossTower retains the right, in its sole discretion, to immediately and without notice to
you, enhance its system to be in alliance with any such change or clarification, even if it means that it has an adverse effect on you.
It is impossible to predict what, if any, changes in regulation may be implemented. These changes could impact you, CrossTower, the markets in which CrossTower operates, and the counterparties with whom we do business. The effect of any future regulatory change on the CrossTower or on you could be substantial and adverse. You should understand that the digital asset industry is dynamic and is expected to significantly change over time. Therefore, CrossTower or you may be subject to new or additional regulatory constraints in the future. CrossTower cannot anticipate every possible current or future regulation that may affect you, CrossTower, the digital asset industry or other market participants that interact with CrossTower. Such regulations may require CrossTower to disclose the identity of its customer, its customers’ positions, and other other information about our customers. CrossTower may, in its sole discretion, interpret and apply regulations even if it has an adverse impact on its customers. YOU ARE ADVISED TO CONSULT YOUR OWN LEGAL AND ACCOUNTING ADVISERS REGARDING YOUR PARTICIPATION AS A CUSTOMER ON THE CROSSTOWER EXCHANGE.
4.8 CrossTower is Not a Bank or a National Securities Exchange.
Assets held with or traded with a digital asset company are not insured by SIPC or FDIC insurance. CrossTower does not facilitate the trading of securities and is not a national securities exchange.
4.9 Technology Risk.
Access to CrossTower Services may become degraded or unavailable at any time, including during times of significant volatility or volume. This could result in the inability to buy or sell for periods of time and may also lead to support response time delays. Although we strive to provide you with excellent service, we do not represent that the CrossTower Site or other CrossTower Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open. CrossTower shall not be liable for any losses resulting from or arising out of transaction delays.
4.10 Custody Risk.
Customers may choose, at the sole discretion of the customer, to have CrossTower or a third-party entity that is integrated into the CrossTower platform perform custody of its digital assets. Custody involves storage in one or more “cold wallets,” “warm wallets” and/or “hot wallets.” This will require the custody provider the right to control private keys. CrossTower will take reasonable steps as it determines are necessary protect these keys and to prevent their exposure to hacking, malware and general security threats, but there can be no assurance that such steps will be adequate to protect such keys or the Digital Assets from such threats or that there will be no failure or penetration of the applicable security systems. There also can be no assurance that, to the extent a customer utilizes third-party custodial services, such third parties maintain required certifications with regulations, the loss of which could cause such custodians to not be deemed qualified custodians by various regulatory agencies. Additionally, as this is an evolving space, it will be difficult to judge best practice among such custodians.
4.11 Risk of Loss of Private Keys.
Various Digital Assets are controllable only by the possessor of unique private keys relating to the addresses in which the Digital Assets are held. The theft, loss or destruction of a private key required to access a Digital Asset is irreversible, and any such private key would not be capable of being restored. Any loss of private keys relating to digital wallets used to store Digital Assets could result in the loss of such Digital Asset.
4.12 Emerging Technology and Malicious Actors.
The ownership or transmission of Digital Assets is recorded or verified by a distributed ledger or other similar technology. The marketplace for such Digital Assets is still in its early stages of development, which may increase the risk of loss with respect to investments in Digital Assets in a number of ways. Digital Assets and their functions are generally governed by software run on a network of computers associated with such Digital Assets. Various issues related to such software and such computer networks could result in the diminution in value of Digital Assets, including, without limitation, undiscovered flaws in software, advancement in computing technology and third-party attacks on computer networks.
4.13 Credit Risk.
In general, the industry for digital assets does not have a regulation that ensures that your assets are segregated from the assets of the trading platform or a regulation that requires that credit risk and/or leverage be managed in a particular manner. CrossTower segregates your assets from its own operating assets to ensure that there is no commingling of customer assets with CrossTower’s operating assets. When trading platforms offer credit or leverage to its customers and the platform does not request sufficient collateral, the trading platform will have to request that customers post additional collateral in the event that leverage and credit is insufficient given market moves. In the event that CrossTower calls collateral and a customer fails to post collateral, there may be trading losses in that account. Those trading losses may be so significant that there may be a failure of the trading platform. To the extent CrossTower offers credit or leverage, customers acknowledge and agree that assets on the platform are subject to the successful risk management of CrossTower. CrossTower intends to implement a risk management to ensure that it is sufficiently collateralized. However, there is always a risk that it insufficiently manages the risk.
5. Account Setup.
5.1 Eligibility and Representations.
The eligibility requirements set forth herein may change from time to time and the use of certain CrossTower Services may require that CrossTower request additional information from you in order for you to continue your use of the CrossTower Services. The CrossTower Services are currently only available to individuals and institutions located in supported jurisdictions. For a complete list of currently supported jurisdictions, please contact CrossTower.
5.1.1 Eligibility Subject to Change.
5.1.2 Natural Persons Registering.
If you are registering to use the CrossTower Services as a natural person, you must be at least 18 years of age and must not have been previously suspended or removed from the CrossTower Services or any other service or product offered by CrossTower to enter into this User Agreement.
5.1.3 Legal Entities Registering.
If you are registering to use the CrossTower Services on behalf of a legal entity, you represent and warrant that (i) you are duly organized and validly existing under the laws of the jurisdiction of your organization or incorporation and, if relevant under such laws, in good standing; (ii) you have the power to execute this User Agreement (and any other documentation relating to this User Agreement to which you are a party), to deliver this User Agreement and any other documentation relating to this User Agreement that you are required by this User Agreement to deliver and to perform your obligations under this User Agreement, (iii) you have taken all necessary action to authorize such execution, delivery and performance under the User Agreement; (iv) the execution, delivery and performance under this User Agreement do not violate or conflict with any lawapplicable to you, any provision of your constitutional documents, any order or judgment of any court or other agency of government applicable to you or any of your assets or any contractual restriction binding on or affecting you or any of your assets; you have obtained all governmental and other consents that are required to have been obtained by you with respect to this User Agreement and such consents are in full force and effect and all conditions of any such consents have been complied with; and (v) your obligations under this User Agreement constitute legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
5.1.4 Additional Representations.
Whether you are accessing or using the CrossTower Services as a natural person or legal entity, you further represent and warrant that you will not be using the CrossTower Services for any illegal activity, including, but not limited to, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices.
5.1.5 Violations of Representations Means Immediate Termination.
If CrossTower determines that you have violated this User Agreement, including, but not limited to, transacting with blacklisted addresses or engaging in Prohibited Use or Prohibited Activity or Prohibited Transactions then CrossTower will have the right to terminate this User Agreement and you may forfeit any funds otherwise eligible for redemption.
Notwithstanding the foregoing, CrossTower may determine not to make the CrossTower Services, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location. We may without liability to you or any third-party refuse to let you register an account at CrossTower or we may revoke your rights to your CrossTower Account.
5.2 Identity Verification.
During registration for your CrossTower Account, you agree to provide CrossTower at any time during the term of this User Agreement with the information we request as soon as practicable for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crimes. You also agree to permit us to keep records of such information. We will need to complete certain verification procedures before you are permitted to use the CrossTower Service, which will require that your personal information be screened against various reporting agency databases. CrossTower may change your access to CrossTower Services at any time and from time to time in our sole discretion based upon information that we obtain about you. The information we request may include certain personal information, including, but not limited to, your name, physical address, mailing address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification, and, depending on your account type, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and, where permitted by law, special categories of personal data, such as biometric information. Any information that you provide to us you hereby agree that such information is complete, true and accurate and is not misleading, and you agree that you will promptly provide updated information if any information changes by contacting CrossTower at [email protected] You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. We reserve the right to maintain your personal information after you terminate the User Agreement for business and regulatory compliance purposes, subject to applicable laws and regulation. For example, we may be subject to various regulations which, in a number of jurisdictions, require usto retain certain personal data for a minimum period of five (5) years after the termination of this User Agreement.
5.3 Acting on Your Behalf and No Third Party.
To use the CrossTower Services, you must register for a CrossTower account (a “CrossTower Account“). By using a CrossTower Account you agree and represent that you will use CrossTower only for yourself, and not on behalf of any third-party, unless you have obtained prior approval from CrossTower. You are fully responsible for all activity that occurs under your CrossTower Account. We may, in our sole discretion, refuse to open a CrossTower Account, or limit the number of CrossTower Accounts that you may hold or suspend or terminate any CrossTower Account or the trading of specific Digital Asset in your account.
5.4 Your Personal Information.
5.4.1 No Investment Advice or Brokerage.
For the avoidance of doubt, CrossTower does not provide investment, tax, or legal advice, nor does CrossTower broker trades on your behalf. All CrossTower trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation.
5.4.2 Educational Materials.
CrossTower may provide educational materials from time to time in order to assist users in learning more about such Digital Assets. Information may include, but is not limited to,blog posts, articles, links to third-party content, news feeds, tutorials, and videos. The information provided does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the content as such. CrossTower does not recommend that any Digital Assets should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Assets, you should conduct your own due diligence and consult your financial advisors before making any investment decision. CrossTower will not be held responsible, and you acknowledge you are solely responsible for the decisions you make to buy, sell, or hold Digital Assets.
5.5. CrossTower Account Opening.
5.5.1 How to Open an Account.
Users can open an account on our website at https://www.crosstower.com. Users must then enter their email and set their passwords. Please note that the password must be 6- 255 characters long and contain at least one number, uppercase letter, and lowercase letter.
5.5.2 Communication by Email.
All communications by CrossTower to you is by email. We will use the email address on record for your CrossTower Account as our primary means of communicating with you.
To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes.
Delivery of any communication to the email address on record is considered effective. If any email communication is returned as undeliverable, we retain the right to block your access to CrossTower until you provide and confirm a new and valid email address.
5.5.3 Equipment Required for Access.
To access the CrossTower Services, you must have the necessary equipment (such as a smartphone or laptop) and the associated telecommunication service subscriptions toaccess the Internet. The CrossTower Services can be accessed directly using theCrossTower Site.
5.5.4 Digital Asset Wallet.
Upon verification of your identity, you will have the ability to transfer, track and store supported Digital Assets by giving instructions through the CrossTower Site (each such transaction, a “Digital Asset Transaction“) in connection with your digital asset wallet (the “Digital Asset Wallet“).
126.96.36.199 CrossTower May Refuse to Process or Cancel Transactions.
CrossTower reserves the right to refuse to process or to cancel any pending Digital Asset Transaction in its discretion, which may be due to compliance with laws and regulations or in response to a court order, subpoena, other government order or to enforce transaction limits or for risk management purposes. CrossTower cannot reverse a Digital Asset Transaction which has been broadcast to a Digital Asset network. The Digital Asset Wallet services are available only in connection with those Digital Assets that CrossTower, in its sole discretion, decides to support. The Digital Assets that CrossTower supports may change from time to time without notice to you. Please see for a list of digital assets that CrossTower supports on CrossTower’s Market Specifications page at https://crosstower.com/market-specs.
188.8.131.52 Use Only Supported Digital Assets.
Under no circumstances should you attempt to use your Digital Asset Wallet services to transfer or store Digital Assets in any form that is not supported by CrossTower. CrossTower assumes no responsibility or liability in connection with any attempt to use CrossTower Services for Digital Assets that CrossTower does not support.
184.108.40.206 You are Liable for Your Errors.
You assume full responsibility and liability for any loss resulting from intentional or unintentional misuse of your Digital Asset Wallet services, including, without limitation, any loss resulting from (i) depositing one type of Digital Asset to a wallet intended for another type of Digital Asset, regardless of whether the relevant Digital Asset network confirms the applicable Digital Asset Transaction; (ii) depositing a Digital Asset into an address that you did not intend; (iii) inserting incorrect transaction information into the CrossTower Site. CrossTower assumes no responsibility or liability in connection with any of the foregoing.
220.127.116.11 WE ARE NOT A BANK.
YOUR CROSSTOWER ACCOUNT AND ANY OTHER ACCOUNT YOU MAY HAVE WITH US (AND ANY DIGITAL ASSETS HELD IN SUCH ACCOUNT) IS NOT A BANK ACCOUNT OR A DEPOSIT ACCOUNT. NO INTEREST WILL BEPAID ON ANY DIGITAL ASSETS YOU USE TO PURCHASE OR TRADE FOR ANY OTHER DIGITAL ASSET WITH OTHER USERS, AND ALL DIGITAL ASSETSDIRECTLY HELD BY US ARE NOT INSURED BY US OR ANY GOVERNMENTAGENCY. PLEASE NOTE, THE ACCOUNT IS NOT FDIC OR SIPC INSURED.YOU ARE POTENTIALLY SUBJECT TO THE CREDIT RISK OF CROSSTOWER.
18.104.22.168 Digital Asset Transactions.
For any supported Digital Asset on our trading platform, CrossTower processes transactions according to the instructions received from its users and we do not guarantee the identity of any receiver of Digital Assets. You should verify all transaction information prior to submitting instructions to CrossTower. Some people transfer small amounts from one account to another to confirm that they have the correct address. A Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A transaction is not complete while it is in a pending state. Digital Assets associated with transactions that are in a pending state will be designated accordingly, and will not be included in your CrossTowerAccount balance or be available to conduct transactions. CrossTower may charge fees to process a Digital Asset Transaction on your behalf. You acknowledge that you will be responsible for paying any such fees out of your available proceeds. CrossTower reserves the right to delay or cancel any Digital Asset Transaction if it perceives a risk of fraud or illegal activity, or otherwise within its discretion if we determine it is important for risk management.
WE ARE NOT RESPONSIBLE FOR ANY DISPUTES AMONG OR BETWEEN USERS REGARDING ANY TRANSACTION.
WE DO NOT GUARANTEE THAT ANY ORDER YOU PLACE WILL BE FILLED.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT ONCE AN ORDER HAS BEEN EXECUTED, THE TRANSACTION IS LIKELY NOT TO BE REVERSIBLE.
5.6 Digital Asset Storage & Transmission Delays.
CrossTower securely stores all Digital Asset private keys in our control in a combination of online and offline storage. As a result, it may be necessary for CrossTower to retrieve certain information from offline storage in order to facilitate a Digital Asset Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Asset Transaction for a period of time, which period of time may be significant. You acknowledge and agree that a Digital Asset Transaction facilitated by CrossTower may be delayed for this reason.
You understand, acknowledge and agree that in the event that a third-party or software protocol attempts to or does distribute a Digital Asset, whether or not supported by CrossTower (often known as an “airdrop” or “bootstrap”) to certain wallet addresses, we will treat such airdropped Digital Asset as we would treat any other unsupported Digital Asset. You agree and understand that airdropped Digital Assets do not create a relationship between us and the transferor, sender and/or the related network that created the airdropped Digital Asset, and further, that we are not subject to any obligation as it may relate to the transferor, sender or related network.
5.8 Supplemental Protocols Excluded.
Unless specifically announced on the CrossTower Site or other official public statement of CrossTower, Digital Assets excludes all other protocols and/or functionality which supplement or interact with such Digital Assets. This exclusion includes but is not limited to: colored coins, metacoins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins or other functionality, such as staking, protocol governance, and/or any smart contract functionality, which may supplement or interact with a Digital Asset that we support. If a Digital Asset is not supported, you may lose the asset with no opportunity to restore or regain such asset. Do not use your CrossTower Account to attempt to request, receive, send, store, or engage in any other type of transaction or functionality involving any such protocol as CrossTower is not configured to detect, secure, or process these transactions and functionality. Any attempted transactions in such items will result in loss of the item. You acknowledge and agree that supplemental protocols are excluded from every Digital Asset and that CrossTower has no liability for any losses related to supplemental protocols.
5.9 Operation of Digital Asset Protocols.
CrossTower does not own or control any underlying software protocols which govern the operation of Digital Assets supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the CrossTower Services, you acknowledge and agree (i) that CrossTower is not responsible for operation of the underlying protocols and that CrossTower makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Asset you store in the CrossTower platform. In the event of a fork, you agree that CrossTower may suspend CrossTower operations (with or without advance notice to you) and that CrossTower may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that CrossTower assumes no responsibility in respect of an unsupported branch of a forked protocol.
5.10 Attacks and Other Malicious Activities.
CrossTower does not have any ability to prevent or mitigate attacks on any Digital Asset or their underlying protocols and networks. CrossTower reserves the right to take any actions in the event of an attack, as determined in its sole discretion, including but not limited to: (i) if CrossTower reasonably believes that a Digital Asset that it supports has been or may be compromised, or is or will be under attack, CrossTower may immediately halt trading, deposits, and withdrawals for such Digital Asset; and (ii) if it is determined that such an attack caused the Digital Asset to greatly decrease in value, CrossTower may discontinue trade activity on such Digital Asset partially or entirely. CrossTower does not have any obligation to engage in any activities in relation to attacks on any Digital Assets or their underlying protocols and networks.Resolutions for an attacked Digital Asset will be determined on a case-by-case basis by CrossTower in its sole discretion. CROSSTOWER MAKES NO REPRESENTATION AND DOES NOT WARRANT THE SAFETY OF THE CROSSTOWER SERVICES AND IS NOT LIABLE FOR ANY LOST VALUE OR STOLEN PROPERTY, WHETHER OR NOT CROSSTOWER WAS NEGLIGENT IN PROVIDING THE PROPER SECURITY.
The Title to each Digital Asset shall at all times remain with you and shall not transfer to CrossTower. As the owner of Digital Asset in your Digital Wallet, you shall bear all risk of loss of such Digital Asset. CrossTower shall have no liability for Digital Asset fluctuations. None of the Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, CrossTower. CrossTower does not represent or treat assets in User’s Digital Asset Wallets as belonging to CrossTower. You acknowledge and agree that CrossTower may grant a security interest in the Digital Assets held in your Digital Asset Wallet. By using CrossTower’s services and platforms, you hereby grant CrossTower the right to pledge, repledge, to sell, transfer, loan, hypothecate, or otherwise alienate Digital Assets in your Digital Asset Wallet without prior notice to you and that the use of your Digital Assets by CrossTower remain subject to the credit risk of CrossTower. You further acknowledge and agree that you will not be entitled to any profits or proceeds earned by CrossTower from the use of your Digital Assets.Notwithstanding the foregoing, you acknowledge and agree that in the event that there are outstanding amounts owed to us hereunder, including in your CrossTower Account, CrossTower reserves the right to debit your CrossTower Account and/or to withhold amounts from funds you may transfer into such CrossTower Account.
Digital Assets held in your CrossTower account are protected by private keys which CrossTower manages on your behalf. You may withdraw your Digital Assets at any time to separate blockchain wallets which you control that are not hosted or maintained by CrossTower.
5.11.2 Acknowledgement of Risk.
You accept and understand that Digital Asset(s) in your CrossTower account do not qualify for insurance and/or protection by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”).
5.12 Digital Assets Not Segregated.
CrossTower may hold your Digital Assets in shared blockchain addresses.
5.13 Downtime and Maintenance.
CrossTower may have scheduled and unscheduled maintenance. You agree and understand that part of or all of CrossTower may be periodically unavailable during such times (collectively,”Downtime“). You acknowledge and agree that CrossTower is not responsible or liable during periods of Downtime. During such periods of Downtime, the prices of various Digital Assetsmay move, which means that you may gain or lose value in your Digital Asset Account.CrossTower is not responsible for those gains or losses resulting from the Downtime.
CrossTower may earn fees when you purchase or sell digital assets on our platform. These fees are subject to change at any time. You agree to pay all applicable fees when you are using the CrossTower platform. For a list of all fees, please go to the following website: https://crosstower.com/fees.
6. General Use, Prohibited and Termination.
From time to time, we may, subject to Applicable Laws and regulations and as determined by us in our sole discretion, enter into separately negotiated arrangements with certain customers pursuant to a confidential agreement that supplements certain of the economic or other terms of this Agreement. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments; (ii) the ability to receive additional or customized market information not generally available to other customers; or (iii) preferred access to CrossTower customer service resources. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one customer generally are not available to all, or even any, other customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential agreement include, but are not limited to: (i) whether a customer plans to or is expected to conduct a significant or high volume of trading activity, or (ii) whether a customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that neither you nor any other customer shall have any right or legal recourse against us or any customer that receives additional or different rights or terms as a result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this Agreement shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any customer.
6.2 Website Accuracy.
We grant you a limited, nonexclusive, non-transferable license, subject to the terms of this Agreement, to access and use the CrossTower Site and our related materials (together, the “Content“) only for approved purposes as permitted by CrossTower from time to time. Any other use of the Content is expressly prohibited. CrossTower retains any and all other rights, title, and interest in the Content. No part of the Content may be copied, photocopied, reproduced, translated or reduced to any electronic medium or machine-readable form, in whole or in part, without prior written consent of CrossTower. Any other reproduction in any form without the permission of CrossTower is prohibited. All materials contained on this site are protected by United States copyright law and may not be reproduced, distributed, transmitted, displayed, published or broadcast without the prior written permission of CrossTower. By using this website, you hereby agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “CrossTower ” and all logos related to the CrossTower Services or displayed on the CrossTower Sites are either trademarks or registered marks of CrossTower or its licensors. You may not copy, imitate or use our logs without CrossTower’s prior written consent.
6.3 Prohibited Use.
Although we intend to provide accurate and timely information on the CrossTower Site, the CrossTower Site (including, without limitation, the Content) may not always be accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the CrossTower Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and CrossTower makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the CrossTower Site. If you need specific details about any information contained in CrossTower Site, you should contact us at [email protected]
6.4 Third Party Applications.
If, to the extent permitted by CrossTower from time to time, you grant express permission to a third-party to access or connect to your CrossTower Account, you will notify CrossTower at [email protected] We will grant you express written permission to have such third-party access or to connect to your CrossTower Account based upon our internal procedures. You are not to allow a third-party without this permission. You acknowledge that granting permission to a third-party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third-party with access to your CrossTower Account. Further, you acknowledge and agree that you will not hold CrossTower responsible for, and will indemnify CrossTower from, any liability arising out of or related to any act or omission of any third-party with access to your CrossTower Account.
6.5 Transaction Limits.
The use of all CrossTower Services is subject to a limit on the amount you may withdraw in a given period (e.g., daily, weekly and monthly). Your transaction limits may vary depending on your identity verification level and other factors. CrossTower reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may contact us at [email protected] We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with CrossTower staff (such process, “Enhanced Due Diligence“). CrossTower reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, CrossTower may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
6.6 Termination and Cancellation.
You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “RelatedAccount“), (ii) freeze/lock the funds and assets in all such accounts, (iii) liquidate any or all Digital Assets in your account and (iv) suspend your access to the CrossTower Site until a determination has been made, if we suspect, in our sole discretion, that you and/or any such accounts to be in violation of:
(a) any provision of this User Agreement;
(b) any Applicable Laws;
(c) our Anti-Money Laundering Program (“AML Program“);
(d) our Prohibited Business or Prohibited Use policies; or
(e) CrossTower’s risk management policies, as determined by CrossTower in its sole discretion, which internal policies are subject to change from time to time.
You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and any Related Account, (ii) liquidate any or all Digital Assets in your account, and (iv) suspend your access to CrossTower until a determination has been made, if:
(a) The account has a negative balance for any reason;
(b) We believe there is unusual activity in the account;
(c) We are so required by a subpoena, court order, or binding order of a government authority;
(d) We believe someone is attempting to gain unauthorized access to your CrossTower Account;
(e) The account has a balance that needs to be reconciled for any reason;
(f) We believe someone is attempting to gain unauthorized access to the account;
(g) We believe you are using CrossTower, your login credentials, or other account information in an unauthorized or inappropriate manner; or
(h) For any reason that in our sole discretion is necessary to manage the risk to CrossTower.
If your account has been suspended or liquidated, you will be notified when accessing CrossTower. We may, in our sole discretion, give written notice that your account has been suspended or liquidated and may, in our sole discretion, disclose the reasons for suspension or liquidated, if permitted to do so by law.
6.7 Receipt of Wrong Information.
If you receive information about another user through the CrossTower Services, you may not disclose or distribute a user’s information to a third-party. You may not use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto (such as support, reconciliation and accounting) without the user’s express consent to do so. You may not send unsolicited email to a user through the CrossTower Services. If you believe that you have received such information in error, please notify CrossTowerimmediately at [email protected] Please delete information that you receive in error after notifying CrossTower.
6.8 Death of Account Holder.
Closing an account after a death can feel daunting, but CrossTower will do our best to make the process as simple as we can. For security reasons, if we receive legal documentation confirming your death or other information leading CrossTower to believe you have died, we will freeze your CrossTower Account. After such time, no transactions may be completed until:(i) your designated fiduciary has opened (pursuant to our typical on-boarding process) and transferred your assets to a new CrossTower Account, or (ii) CrossTower has received proof in a form satisfactory to us that your death was an error. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. By acknowledging this Agreement, you are hereby providing written consent for us to conduct this query. If CrossTower determines that there is uncertainty with respect to your fiduciary, CrossTower reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your CrossTower Account.
6.9 Unclaimed Property.
If CrossTower is holding funds in your account, and CrossTower is unable to contact you and has no record of your use of the Services for several years, applicable state law may require CrossTower to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, CrossTower will try to locate you at the address shown in our records, but if CrossToweris unable to locate you, it may be required to deliver any such funds to the applicable state orjurisdiction as unclaimed property.
7. Contact CrossTower.
If you have any questions, feedback or complaints, notify CrossTower at [email protected] When you contact us please provide us with your name, address, and any other information we may need to identify you, your CrossTower Account, and the transaction on which you have feedback, questions, or complaints.
8. Governing Law; Submission to Jurisdiction; Arbitration.
If you have a dispute with CrossTower, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any controversy, claim or dispute arising out of or relating to this Agreement shall be settled SOLELY AND EXCLUSIVELY BY BINDING ARBITRATION, on an individual basis in Newark, New Jersey administered by Judicial Arbitration and Mediation Services (“JAMS”) and conducted in English. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorney’s fees and expenses. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies,claims or disputes shall be settled in this manner in lieu of any action at law or equity. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE THEN YOU, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING THERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO, AND (ii) SUBMIT TO THE EXCLUSIVE JURISDICTION ANDVENUE OF THE FEDERAL OR STATE COURTS LOCATED IN THE CITY OF NEWARK,STATE OF NEW JERSEY AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. You irrevocably and unconditionally waive any objection that it you now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in thecourts referred to in this Section 8.
9. Security and Data Privacy.
9.1 Personal Data.
9.2 Security Breach.
If you suspect that your CrossTower Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or CrossTower (together a”Security Breach“), you must notify CrossTower Support as soon as possible at [email protected] You must take any steps that we require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
9.3 Account Security.
You understand and agree that you are responsible for the security on your system. We urge you to consider maintaining security on your system, platform or device. We may institute any of the below as required. Ways in which to do that are as follows (which are suggestions and not advice):
- Secure the email account that you are using for the CrossTower platform via software token or hardware token
- Generate a completely unique password to the CrossTower platform that has never beenused on any other online service
- Enable two factor authentication via a software token or hardware token – Whitelist addresses that you can verifiably withdraw to
- You have the ability to terminate all logged-in sessions across all devices – Restrict API key access
9.4 Computer Viruses.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any spyware, scareware computer viruses, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from CrossTower. Always log into your CrossTower Account through the CrossTower Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
9.5 API Utilization.
CrossTower may, at its sole discretion, set limits on the number of API calls that you can make, for example, to maintain integrity and market stability. You acknowledge and agree that if you exceed these limits, CrossTower may moderate your activity or cease offering you access to the API. CrossTower may immediately suspend or terminate your access to the API without notice if it believes you are in violation of the terms of this User Agreement, including any appendixes, or any other agreement which may be in place between you and CrossTower related to your use of the API.
10. General Terms.
10.1 Limitation of Liability; No Warranty; Class Action Waiver.
NOTWITHSTANDING THE FOREGOING, NOTHING SHALL IMPACT YOUR OWNERSHIP RIGHTS TO YOUR DIGITAL ASSETS.
THE CROSSTOWER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CROSSTOWER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CROSSTOWER DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE CROSSTOWER SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. CROSSTOWER DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR
UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF THE CROSSTOWER SERVICES AND CROSSTOWER SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT CROSSTOWER WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA.
CrossTower makes no guarantees regarding the accuracy, timeliness or completeness of the historical price data regarding supported digital assets available on the CrossTower Site.
IF YOU ARE A NEW JERSEY RESIDENT, the contents of this Section apply only to the extent permitted under New Jersey law.
You agree to indemnify and hold CrossTower, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, consultants and representatives (collectively, the “Indemnified Parties“), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your use, misuse, or inability to use the CrossTower Site or the CrossTower Services; (ii) your breach of this User Agreement, or (iii) your violation of any law, rule or regulation, or the rights of any third-party.
To the maximum extent permitted by Applicable Law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to the use of the CrossTower Sites, and the CrossTower Services, including, but not limited to, claims relating to the following: negligence, gross negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of CrossTower, the CrossTower Site, false identities, fraudulent acts by others, invasion of privacy, release or misuse of personal information, disputes with other users of the CrossTower Services, failed transactions, purchases or functionality of the CrossTower Sites, unavailability of the CrossTower Sites, its functions and/or the CrossTower Services and any other technical failure that may result in inaccessibility to the CrossTower Sites, or the CrossTower Services, or any claim based on vicarious liability for torts committed by users encountered or transacted with or through the CrossTower Sites, or the CrossTower Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information, assault, battery, stalking, rape, cheating, perjury, manslaughter, or murder. The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of CrossTower, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
10.3 Class Action Waiver.
CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”).THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND CROSSTOWER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
10.4 Acknowledge and Agreement to Operational Challenges.
You are aware of and accept the risk of operational challenges. CrossTower may experiencesophisticated cyber-attacks, unexpected surges in activity or other operational or technicaldifficulties that may cause interruptions to the CrossTower Services. You understand that theCrossTower Services may experience operational issues that lead to delays, including delays redeeming digital assets. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. You agree not to hold CrossTower accountable for any related losses.
11.1 Entire Agreement.
This User Agreement is the complete and exclusive agreement between the parties with respectto the subject matter hereof, superseding and replacing all prior agreements, communications,and understandings (both written and oral) regarding such subject matter.
11.2 Force Majeure.
In no event will we be liable or responsible to you, or be deemed to have defaulted under or breached this User Agreement, for any failure or delay in fulfilling or performing any term of this User Agreement, when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, pandemic, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
The headings in this User Agreement are for reference only and do not affect the interpretation ofthis User Agreement.
You may not assign any rights and/or licenses granted under this User Agreement. We reserve the right to assign our rights without restriction, including without limitation to any CrossTower affiliates or subsidiaries, or to any successor in interest of any business associated with the CrossTower Services. In the event that CrossTower is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this User Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
All provisions of this User Agreement which by their nature extend beyond the expiration or termination of this User Agreement, including, without limitation, sections pertaining to suspension or termination, CrossTower Account cancellation, debts owed to CrossTower, general use of the CrossTower Site, disputes with CrossTower, indemnity and general provisions, shall survive the termination or expiration of this User Agreement.
All provisions contained in these Terms including sections relating to suspension or termination,debts owed to CrossTower, user account cancellation, use of the CrossTower Site and disputes with CrossTower shall be preserved even if these Terms expire or are terminated.
Our failure or delay in exercising any right, power or privilege under this User Agreement shallnot operate as a waiver thereof.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, such provision will be changed and interpreted to modify this Agreement so as to effect the original objectives of the provision in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
11.8 Defined Terms.
“API” is defined in the API Agreement
“Applicable Laws” means (a) any domestic or foreign statute, law (including common and civil law), treaty, code, ordinance, rule, regulation, restriction; (b) any judgement, order, writ, injunction, decision, ruling, decree or award; (c) any regulatory policy, practice, guideline, guidance, interpretation, custom or directive or internal CrossTower policy or procedure; or (d) any qualification, authorization, consent, exemption, waiver, right, permit or other approval of any governmental authority, in each case, applicable to a User.
“AML Program” is defined in Section 6.6
“Content” is defined in Section 6.1
“CrossTower Account” is defined in Section 5.3
“Digital Asset Transaction” is defined in Section 22.214.171.124
“Digital Asset Wallet” is defined in Section 126.96.36.199
“Digital Asset” is defined in Section 188.8.131.52
“Downtime” is defined in Section 5.13
“Enhanced Due Diligence” is defined in Section 6.5
“FDIC” is the Federal Deposit Insurance Corporation
“Force Majeure Event” is defined in Section 11.2
“Indemnified Parties” is defined in Section 10.2
“JAMS” is defined in Section 8
“Prohibited Businesses” is defined in Appendix 1
“Prohibited Transaction” means any transaction in violation of Applicable Law
“Prohibited Use” is defined in Appendix 1
“Related Account” is defined in Section 6.6
“Security Breach” is defined in Section 9.2
“Services” is defined in Section 1
“SIPC” is the Securities Investor Protection Corporation
“Terms” is defined in Section 1
“User Agreement” is defined in Section 1
APPENDIX 1: Prohibited Use And Businesses, Conditional Use and Clearly
Erroneous Transaction Policy
You may not use your CrossTower Account(s) to participate in specific activities (“Prohibited Uses“). The specific types of use and activities listed below are representative, but not exhaustive. If you are uncertain as to whether your use of CrossTower Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at [email protected] By opening a CrossTower Account, you agree that you will not use your Account to do any of the following:
Unlawful Activity: Activity which would violate or assist in violation of Applicable Law including, statutes, ordinances, regulations, sanctions programs administered in jurisdictions where CrossTower conducts business, including the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish or distribute any unlawful material or information.
Abusive Activity: Actions which impose an unreasonable, excessive or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, exploit, or expropriate any critical and/or non-critical system, data, or information that CrossTower interacts with or might interact with; transmit or upload materials to the CrossTower Site that contains viruses, trojan horses, worms, malware, or any other harmful or deleterious software programs; attempt to gain unauthorized access to the CrossTower Site, other CrossTower User or Administrator Accounts, computer systems or networks connected to the CrossTower Site through password theft or any other malicious means; impersonate another party to access or use the CrossTower Site, except in the case of specific merchants and/or applications which are explicitly authorized by a user to access the user’s CrossTower Account and information; or transfer your account access or rights to a third-party, unless deemed appropriate by law or with the express permission of CrossTower.
Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any CrossTower Services, including API and Market Data services; defame, abuse, exploit, extort, harass, threaten or otherwise violate, infringe or interfere with the legal rights (such as, but not limited to, rights of privacy, publicity, intellectual and digital property) of others; incite, threaten, facilitate, promote, or encourage hatred, including racial intolerance, or violent acts against others; harvest or collect information from the 28 CrossTower Site about others, including but not limited to, names, address, email addresses, and more without proper consent.
Fraud: Activity which operates to defraud CrossTower, CrossTower Users, CrossTower Partners or any other person or legal entity; provide any false, fictitious, inaccurate, or misleading information to CrossTower.
Gambling: Lotteries; giveaways; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash or monetary prizes; internet gaming; contests; sweepstakes; games of chance or luck; animal betting, wager or competition.
Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under jurisdictional law, including but not limited to sales, distribution, dissemination, or access to counterfeit music, movies, software, digital goods or services, or other licensed materials without the appropriate authorization or express permission from the respective rights holder; use of CrossTower’s intellectual or private or public property, title, marketing campaign, name, or logo, including use of CrossTower’s trade or service marks, without express consent or permission from CrossTower or in a manner that otherwise irreparably harms the CrossTower brand; any action that implies an untrue endorsement by or affiliation with CrossTower.
In addition to the Prohibited Uses above, the following categories of businesses, enterprises, activities, business practices, and sale items are prohibited from engaging with CrossTower Services (“Prohibited Businesses“). Most Prohibited Businesses categories are imposed by card network rules and limitations or the requirements imposed on CrossTower by our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether your use of CrossTower Services involves a Prohibited Businesses, and/or have questions about how these requirements apply to you, please contact us at [email protected]
By opening a CrossTower Account, you confirm that you will not use CrossTower Services in connection with any of following businesses, enterprises, activities, business practices, or sale items:
Games/Activities of Skill: Any games or activities which are not defined as Gambling under this Agreement or by law, but which may require an entry fee and an award prize, monetary or not.
Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction/refinancing services; credit counseling or repair; real estate marketing opportunities; investment schemes or strategies. Restricted Financial Services: Check cashing, bail bonds; collections agencies.
Intellectual Property or Proprietary Rights Infringement: Sales, distribution,dissemination or access to counterfeit music, movies, digital goods or services, software, or other licensed materials without the appropriate authorization and express permission from the rights holder.
Counterfeit or Unauthorized Goods: Unauthorized or illegal sale or resale of brand name or designer products or services; sale of goods or services that are unauthorized, illegally imported, exported or which are stolen or which attempt to mimic another entity’s product(s).
Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, e-liquid and other nicotine related products; online prescription, pharmaceutical or medical services; age restricted goods or services; weapons and munitions which can potentially cause bodily harm; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state or country-by-country basis.
Drugs and Drug Paraphernalia: Sale of narcotics, stimulants, opioids, controlled substances, and any equipment designed for making or using drugs, such as bongs,vaporizers, rolling paper and hookahs or the like.
Pseudo-Pharmaceuticals: Pharmaceuticals, supplements, vitamins and other products that make health or body enhancements claims that have not been approved or verified by the applicable local and/or national regulatory body.
Adult Content and Services: Pornography and other obscene or crude materials (including literature, imagery, videos and other media); sites offering any sexually related, explicit or age-restricted services such as prostitution, escorts and pay-per view.
Multi-level Marketing: Pyramid schemes, network and referral marketing programs and their promotions.
Unfair, Predatory or Exploitative Practices: Investment opportunities or other services that promise high rewards, both long and short periods of time; sale or resale of a servicewithout benefit or monetary compensation to the buyer; resale of government offeringswithout explicit authorization or benefit to the buyer; any site or sites that CrossTowerdetermines to be unfair, deceptive, exploitative or predatory towards consumers.
High Risk Businesses: Any businesses that we believe poses elevated, unwelcome or unfavorable financial or legal risk, legal liability, or violates card network or bankpolicies.
Express written consent and approval from CrossTower must be obtained prior to using CrossTower Services for the following categories of business and/or use (“Conditional Uses“). Consent may be requested by contacting us at [email protected] CrossTower may also require you to agree to additional conditions or terms or limitations, make supplemental representations and warranties, complete enhanced on-boarding and verification procedures, and operate subject to restrictions if you use CrossTower Services to engage with any of following enterprises, businesses, activities, practices, or acts:
Money Services: Money transmitters or exchanges, Digital Asset transmitters or exchanges; fiat currency or Digital Asset exchanges; gift cards; prepaid cards; sale of in game digital assets unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell or repackage any of the CrossTower Services for monetary transportation purposes.
Charities: Acceptance of donations for non-profit enterprises or entities.
Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.
Clearly Erroneous Transactions Policy:
A “clearly erroneous transaction” (a “CRT“) occurs when a user submits an order, and that order is executed, at a price or quantity inconsistent with the prevailing settlement price for a specific digital asset on the platform. CrossTower and its employees will review questionable transactions on its platform in the interest of preserving the integrity and fairness of the market. A User of CrossTower’s trading system platform constitutes its executory acceptance of CrossTower’s right to modify or to cancel transactions in accordance with this policy and guidelines.
Notification of Clear Error: If a User receives an execution of an order that was entered in error (e.g., in terms of price, quantity or symbol), the client may contact CrossTower and request that the transaction be reviewed pursuant to the Clearly Erroneous Transactions Policy.
Clients should submit requests to review transactions within 20 minutes of execution of such transactions. Requests received after such time period may be reviewed depending on the facts and circumstances surrounding such request; however, CrossTower reserves the right to decline to review any request submitted more than 20 minutes after execution.
Transaction Reviews Initiated by CrossTower: CrossTower reserves the right to initiate areview of a transaction, regardless of whether or not a client request has been submitted, if it determines in its sole discretion that circumstances warrant such a review. Such circumstances may include, but are not limited to, system malfunctions (either internal or those in another market center affecting all market participants) or regulatory inquiries. In such instances, CrossTower may notify clients that a transaction will be reviewed pursuant to the Clearly Erroneous Transactions Policy.
Adjudicating Transactions: In the event that CrossTower designated persons determine that a material term of a reviewed transaction is clearly erroneous, said designated persons shall have the authority to declare that the transaction is null and void or modify one or more terms of the transaction.
A final determination generally will be made within an twenty-four hour period of a request being submitted. CrossTower will promptly provide oral notification of a determination to the parties involved in a disputed transaction.
Rules Applicable to All Clearly Erroneous Requests: Each request will be considered ona case-by-case basis. Once a request is filed, it cannot be withdrawn without the consent of both parties. Users acknowledge and agree that certain transactions if already executedto the blockchain are irreversible and that this policy does not apply in that circumstance.
CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.
APPENDIX 2: Trading Rules
CrossTower offers to its clients an Order Book for every Trading Pair (composed of BaseAsset and Quote Asset) accessible for trade through the web-interface (WI) or the API. CrossTower’s Trading Rules Policy outlines the Trading Rules that govern Orders placed on the CrossTower Order Books. To view CrossTower’s Trading Rule Policy please visit: https://crosstower.com/trading-rules.
CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.
APPENDIX 3: Verification Procedures and Limits
Verification Procedures and Limits:
As a regulated financial service company operating in the US, CrossTower is required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions which we operate in and is necessary for us to legally be able to offer digital asset exchange services to our customers. CrossTower collects and verifies information about you in order to:
- Protect CrossTower and its customer community from fraudulent users, and
- Keep accurate records about CrossTower’s customers.
Your daily or weekly Conversion limits, CrossTower deposit, withdrawal and trading limits are based on the identifying information and/or proof of identity you provide to CrossTower.
All U.S. customers who wish to use CrossTower Services are required to establish a CrossTowerAccount by:
- Providing your name and valid email address, a password and your state or country of residence;
- Certifying that you are 18 years of age or older;
- Verifying your identity by submitting the following information and any corresponding documentation:
- Date of Birth (DOB)
- Physical address
- SSN (or ID # from gov’t issued ID)
- Source of funds
- Income / employment information (US only)
- Explanation of activity (US only)
All U.S. customers who wish to send and receive Digital Asset via the respective blockchain network are required to:
- Submit a copy of an acceptable form of identification (i.e. passport, state driver’s license, or state identification card),
- Submit a picture of yourself from your webcam or mobile phone, and
- Provide proof of residence.
Excluding these minimum verification procedures for the referenced services, CrossTower may require you to provide or verify additional information, or to wait some amount of time after completing a transaction, before permitting you to use any CrossTower Services, including permitting you to engage in transactions beyond typical and defined volume limits. You may view your volume limits by visiting your account’s Limits page.
You may contact CrossTower to request larger limits. As part of the process, CrossTower will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and CrossTower does not guarantee that we will raise your limits. CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.
APPENDIX 4: E-Sign Disclosure and Consent
This policy describes how CrossTower communicates with you electronically. CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.
Appendix 5: Credit and Trading Risk
CrossTower has the right with respect to any customer at any time to halt trading, in Crosstower’s sole discretion. CrossTower may demand collateral in the form and amount that CrossTower deems necessary and apply that collateral to mitigate or eliminate any potential credit risk of any customer, and customer agrees to comply with such collateral request within two hours of such request by delivering such collateral to CrossTower. Failure to deliver such collateral shall be an event of default hereunder. CrossTower may withhold delivery of a customer’s assets in order to resolve any then-existing operational, credit, legal or technical issue while the relevant issue is resolved. CrossTower may liquidate customer’s assets in or to pay any expense, fee or other amount owed by customer to CrossTower, with or without notice to customer.
Electronic Delivery of Communications:
- Account details, history of events, transaction receipts, number of confirmations, and any other Account or transaction information;
- Legal, regulatory, and tax disclosures or statements we may be legally required to make available to you; and
- Responses to customer support inquiries you file in connection with your Account.
We will provide these Communications to you by making them available on the CrossTower website, emailing them to you at the primary email address specified in your CrossTower profile, communicating to you via instant chat and/or messaging, and/or through other electronic communication mediums such as text message or mobile push notification.
Hardware and Software Requirements:
In order to access and retain electronic Communications we make available, you will need the following computer hardware and software:
- A device with an Internet connection;
- A current web browser that includes, at a minimum, 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
- A valid email address (your primary email address on file with CrossTower); and – Sufficient storage space to save past Communications or a printer to print them.
How to Withdraw Your Consent:
You may withdraw your consent to receive Communications electronically by contacting us at [email protected] If you withdraw your consent to receive Communicationselectronically, CrossTower reserves the right to immediately close your Account or charge you additional fees for paper (hard) copies of these Communications.
Updating your Information:
It is your responsibility to provide us with a current and accurate email address and current contact information, and to keep such information up to date in a timely manner. You understand and agree that if CrossTower sends you an electronic Communication but you do not receive it because your primary email address on file is inaccurate, not current, overlooked, blocked by your email service provider, or you are otherwise unable to receive electronic Communications, CrossTower will be deemed to have provided the Communication to you.
You may update your information by logging into your account and visiting settings or by contacting our support team at [email protected]
Appendix 6: API Agreement
Welcome to the CrossTower API:
Welcome! Thanks for visiting CrossTower, a digital asset platform operated by and proprietary to CrossTower Inc. (“CrossTower“). You agree and understand that by accessing or using CrossTower’s application programming interface (the “API”), you are agreeing to enter into this API agreement (the “API Agreement”) by and between you and CrossTower Inc., and be legally bound by its terms and conditions, so please read them carefully. If any term or condition of this API Agreement is unacceptable to you, please do not use our API. Use of the words “we,” “us,” or “our” in this API Agreement refers to CrossTower Inc. and any or all of its affiliates.
Using Our API:
By accessing or using CrossTower’s API, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this API Agreement by and between you and CrossTower Inc., and agree to be legally bound by the terms and conditions of this API Agreement in their entirety.
You agree and understand that this API Agreement is subject to the terms and conditions set forth in our User Agreement; for the avoidance of doubt, this includes the terms and conditions set forth in the ‘General Provisions’ section of our User Agreement, which also govern this API Agreement. In case of conflict, the User Agreement shall control. You further agree and understand that the defined terms used in this API Agreement, if defined in our User Agreement, shall have the meanings set forth in our User Agreement.
Your use of our API must comply with our User Agreement, which is available above.
Feel free to print and keep a copy of this API Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this API Agreement here on this page. You agree and understand that by accessing or using CrossTower’s API following any change to this API Agreement, your access or use of CrossTower’s API shall constitute your agreement to the amended API Agreement by and between you and CrossTower Inc., and you agree to be legally bound by its terms and conditions as amended. You should, therefore, read this API Agreement from time to time. If you do not agree to be bound by this API Agreement, you should not access or use CrossTower’s API.
Subject to the terms and conditions set forth in this API Agreement, we hereby grant to you a non-assignable, non-exclusive, worldwide, and royalty-free limited license to use our API. You may not use our API if (i) you are not at least 18 years old and do not have the legal capacity to enter into this API Agreement by and between you and CrossTower Inc., (ii) you are a person barred from using our API under the applicable laws of the United States or other countries, including the country in which you are resident or from which you use our API, and (iii) you do not agree to be legally bound by the terms and conditions of this API Agreement in their entirety.
Our API documentation is available here: https://api.crosstower.com/
Account Data and Transactions:
If you would like to use our API to access data specific to your User Account and its related CrossTower Account, such as account balances or transaction history (collectively, “Account Data”), or to perform certain actions, such as placing orders on CrossTower, you will need an API key. You can create API keys here: https://crosstower.com/settings/api-keys. CrossTower reserves the right to amend this policy and any other at any time by providing a revised version on our website. The revised version is effective at the posted time and we will provide you with prompt notice of any material changes via our website.
Overview & Risk Notice
Subject to the terms and conditions below, this Agreement permits you to borrow funds from CrossTower to purchase digital assets for credit through the CrossTower Trading Platform in order to participate in margin trading.
Please read this Agreement carefully before using the Services. If you do not understand any of the provisions within this Agreement or are in any doubt as to your obligations under them, you should seek independent professional advice.
“Account Equity” means the market value (valued in USD) of the customer’s deposited Collateral Assets in their open position less the Loan Value.
“Agreement” has the meaning assigned to it in the Overview & Risk Notice. “Assets” has the meaning assigned to it in Section 1.
“Borrow Overdraft Order” has the meaning assigned to it in Section 1. “Collateral Assets” has the meaning assigned to it in Section 1.
“CrossTower” has the meaning assigned to it in the Overview & Risk Notice.
“Customer Margin Account” has the meaning assigned to it in Overview & Risk Notice.
“Customer Assets” has the meaning assigned to it in Section 1. “Event of Default” has the meaning assigned to it in Section 7.
“Exposure” means the maximum amount of Margin Loans extended across the CrossTower Trading Platform on each side of the market.
“Loan Value” means the value of the Margin Loan, converted to its value in USD by CrossTower at the time of measurement, less the USD Balance, if any.
“Liquidation Percentage” means the required Margin Ratio a Customer’s Margin Account needs to maintain before an automatic liquidation occurs, which percentage may be modified by CrossTower in its sole discretion.
“Maintenance Margin Requirement” means the required Margin Ratio a Customer’s Margin Account needs to maintain before a margin call is made, which requirement may be modified by CrossTower in its sole discretion.
“Margin Assets” has the meaning assigned to it in Schedule A.
“Margin Limit” has the meaning assigned to it in Section 1.
“Margin Loan” has the meaning assigned to it in Section 1.
“Margin Ratio” means the Account Equity divided by the Position Value. “Position Value” means Account Equity plus the Loan Value.
“USD” means the US dollar.
“USD Balance” means the amount of USD in the Customer Margin Account as determined by CrossTower.
By using the Services, you acknowledge that you have understood the associated risks involved in trading on margin and that you accept these risks, the following is intended to be an inclusive and not an exhaustive list of all the potential risks related to the Services:
- Financial Risk. Prior to borrowing from CrossTower, you should determine whether borrowing against your assets is appropriate and suitable for your financial circumstances and risk tolerance. The increased leverage that margin provides may increase both the risks and rewards of trading. You understand and acknowledge that you can lose more funds than you deposit into your margin account (the “Customer Margin Account”).
- Credit Risk. Trading on margin exposes you to credit risk. This is the risk that one or more of your counterparties have deposited insufficient collateral into their account(s), such that you may not receive some or all the digital assets or fiat currency owed to you. You understand and acknowledge that there is an inherent credit risk including but not limited to, bankruptcy, insolvency, liquidation, dissolution, or other similar proceedings.
- Contagion Risk. You understand and acknowledge that there is contagion risk associated with trading.
- Liquidation & Shortfall Risk. This is the risk that you suffer a loss because you cannot close out a position because there is no demand to take the other side of that trade; If the Collateral Assets (as defined below) in your Customer Margin Account falls to or below the Liquidation Percentage (as defined below), CrossTower can force the sale of your Collateral Assets. In the event that CrossTower determines that your Collateral Assets may be insufficient to cover your collateral shortfall, as determined in CrossTower’s sole discretion, CrossTower reserves the right to liquidate your Customer Assets (as defined below).
- Regulatory Risk. The regulatory environment for the digital asset industry is still developing. You understand and acknowledge that there is a risk of regulatory change which could have an adverse impact on your ability to trade on margin and/or access the CrossTower Trading Platform. There is the risk that you suffer a loss because we have to restrict or terminate elements of our service in response to regulatory action or guidance.
- Trading Risk. Digital assets are a highly volatile asset class and are based on decentralized monetary protocols, whose value may change at any time. Trading on margin exposes you to market risk. This is the risk that you suffer a loss as a result of a margin position moving against you. A decline in the value of the Collateral Assets in your Customer Margin Account may require you to provide additional funds to your Customer Margin Account to avoid the forced sale of your Assets (as defined below).
- Margin Call Risk. If your Customer Margin Account value falls to or below the Maintenance Margin Requirement, CrossTower reserves the right to initiate a margin call or liquidate your Assets in the events of extreme market volatility or where there is likely to be a collateral shortfall, as determined in CrossTower’s sole discretion.
- No Notice Risk. CrossTower can close any open positions without contacting you first. If CrossTower has contacted you and provided you with a specific date by which you can meet a margin call, CrossTower can still take any and all necessary steps to protect its financial interests, including immediately selling your Assets, without prior notice.
- Collateral Risk. You are not entitled to choose which Assets in your accounts on the CrossTower Trading Platform are liquidated or sold to meet a margin call. Your Assets are collateral for the Margin Loan (as defined below), therefore CrossTower has the right to decide which to sell and/or which positions to close in order to protect CrossTower’s interests. You are not entitled to an extension of time on a margin call, unless permitted by CrossTower in its sole discretion.
- Operational Risk. Trading on margin exposes you to operational risk. This is the risk that you suffer a loss because of a malfunction of the Services, for example resulting from scheduled or unscheduled downtimes, matching system failure, database failure, digital asset transfer or storage failure, failure or malfunction of the CrossTower Trading Platform, hacker attacks or other failures or malfunctions.
1 MARGIN LOANS & ASSETS
- 1.1 Requests to Borrow
- Subject to the terms and conditions set forth in this Agreement:
- 1.1.1 CrossTower agrees to establish for your benefit and in your name a Customer Margin Account to receive borrowed funds from CrossTower for the purposes of margin trading.
- 1.1.2 CrossTower agrees to lend to you, and you must repay to CrossTower borrowed funds valued in USD (each such loan, a “Margin Loan”). A Margin Loan is initiated when you place an order through your Customer Margin Account to trade for credit to your Customer Margin Account where the order is in an amount that exceeds the USD balance of such account at the time such order is entered (“Borrow Overdraft Order”).
- 1.1.3 The Margin Loan will be at a rate of 50% or such other percentage permitted by CrossTower of the market value (valued in USD) of the Customer Margin Account (the “Margin Limit”). CrossTower reserves the right to offer different Margin Limits to different customers on an independent and individual basis.
- 1.2 Term of Margin Loan.
- 1.2.1 CrossTower allows you to freely transact in or withdraw your funds purchased on margin at any time, subject to your Customer Margin Account remaining above the Maintenance Margin Requirement and Liquidation Percentage. You may disable margin trading at any time, contingent on you closing any open positions.
- 1.3 Purpose of Borrowing.
- 1.3.1 You and CrossTower agree that you may use the proceeds of a Margin Loan extended hereunder for the purpose of trading Margin Assets on the CrossTower Trading Platform. CrossTower may, in its sole discretion, limit the Margin Assets that may be purchased or sold in your Customer Margin Account based on any factors including market health, liquidity, volatility, and more.
- 1.3.2 You may only withdraw Collateral Assets from your Customer Margin Account if the Collateral Assets remaining in your Customer Margin Account following such withdrawal satisfies the Margin Maintenance Requirement.
- 1.4 Conditions Precedent.
- The fulfillment of a request to CrossTower to make a Margin Loan in response to a Borrow Overdraft Order is subject to the satisfaction, immediately before the funding of such Margin Loan, of the following conditions precedent and others in CrossTower’s sole and reasonable discretion:
- 1.4.1 All of your representations and warranties contained in Section 6 of this Agreement are true and correct in all material respects;
- 1.4.2 No Events of Default have occurred; and
- 1.4.3 Any other condition in CrossTower’s sole and reasonable discretion.
- 1.5 Assets.
- 1.5.1 To trade on margin, your Customer Margin Account must be funded by a specified amount of assets (valued in USD) approved by CrossTower which qualify as collateral (“Collateral Assets”). Collateral Assets approved by CrossTower are subject to change in CrossTower’s sole discretion and without prior notice or liability. The current list of accepted Collateral Assets are set forth in Schedule C.
- 1.5.2 In addition to maintaining and trading via your Customer Margin Account, you may also maintain and trade through other accounts on the CrossTower Trading Platform. Additional assets located in any other of your accounts on the CrossTower Trading Platform (the “Customer Assets” and together with the Collateral Assets, the “Assets”) are also subject to margin and liquidation risk.
- 1.5.3 If the value of your Collateral Assets falls to or below the Maintenance Margin Requirement, which can be due to a decrease in the value of your Collateral Assets, the removal of your Collateral Assets from your Customer Margin Account, margin requirement changes, market volatility, or the determination by CrossTower that an asset is no longer eligible as a Collateral Asset, CrossTower may initiate a margin call or liquidate your Assets as needed and without prior notice or liability.
2 TERMS OF PAYMENT
- 2.1 Repayment of Margin Loans. You must repay any Margin Loans by either:
- (a) Closing or selling your open positions;
- (b) Instructing CrossTower to sell or buy some or all of the Collateral Assets in your Customer Margin Account;
- (c) Transferring additional Collateral Assets into the Customer Margin Account. To the extent permitted by applicable law, CrossTower may, in its sole discretion, apply the proceeds from the sale of any Collateral Assets in your Customer Margin Account or Assets in your accounts on the CrossTower Trading Platform, whether such funds are considered Collateral Assets as defined in this Agreement or not, first to the payment of any interest then due, then to any outstanding fees, commissions, charges or other expenses then due to CrossTower, and then to the payment of any principal amount outstanding on the Margin Loans; and
- (d) You agree that only after all outstanding Margin Loans and CrossTower Trading Platform fees (as applicable) are repaid would the sale of Assets or incoming transfer Collateral Assets result in a positive balance in your Customer Margin Account.
You understand and explicitly agree that your Assets, as applicable, may be forfeited to CrossTower under the terms and conditions set forth in this Agreement.
- 3.1 Margin Account Operation. You agree to maintain at all times during the term of this Agreement, for credit to your designated Customer Margin Account, but subject to rights and privileges identified in this Agreement in favor of CrossTower, Collateral Assets greater or equal to the Maintenance Margin Requirement.
- 3.1.1 Eligible Collateral and Margin Assets. Collateral Assets and Margin Assets include only certain digital assets, as determined by CrossTower in its sole discretion and subject to change at CrossTower’s sole discretion.
- 3.1.2 Mark-to-Market Valuation. CrossTower shall calculate market value on a continuous basis, based on the prevailing value of each digital asset on one or more digital asset exchanges, including those operated by CrossTower. CrossTower has the sole discretion to select digital asset trading platforms for purposes of calculating market value that CrossTower, in its reasonable judgment, believes offers a fair representation of the value.
- 3.2 Customer Margin Account Maintenance, Margin Calls and Liquidations.
- 3.2.1 Upon notice from CrossTower, you shall deliver additional Collateral Assets to the Customer Margin Account to: (i) satisfy the Maintenance Margin Requirement as may be requested by CrossTower and (ii) secure your performance of any obligations due to CrossTower hereunder. Only those customers logged into the CrossTower Trading Platform will be notified of any margin calls or liquidations. It is your responsibility to actively monitor and check for margin calls or liquidations. CrossTower does not assume any liability or responsibility for any loss or damage caused by you not regularly monitoring or checking for margin calls or liquidations.
- 3.2.2 Notwithstanding Section 3.2.1 above, you agree that you will maintain the Maintenance Margin Requirement. Margin calls can be initiated if your Customer Margin Account falls to or below the Maintenance Margin Requirement. In the event your Customer Margin Account falls to or below the Maintenance Margin Requirement, CrossTower has the sole discretion to either issue a margin call, liquidate any of your Assets on the CrossTower Trading Platform, or close any of your open positions. You hereby grant CrossTower the right to liquidate any of your Assets on the CrossTower Trading Platform, if deemed reasonably necessary by CrossTower to recover any losses incurred by your margin trading or protect its financial interests.
- 3.2.3 In the event your Customer Margin Account falls to or below the Liquidation Percentage, CrossTower has the sole discretion to either liquidate any of your Assets on the CrossTower Trading Platform or close any of your open positions. You hereby grant CrossTower the right to liquidate any of your Assets on the CrossTower Trading Platform, if deemed reasonably necessary by CrossTower to recover any losses incurred by your margin trading or protect its financial interests.
- 3.2.4 CrossTower is not required to provide notice or issue margin calls before liquidating your Assets. CrossTower may establish systems reasonably designed to provide notice if the value of your Customer Margin Account falls to the Maintenance Margin Requirement. To avoid CrossTower’s liquidation of your Assets, you acknowledge and agree that it is your sole responsibility to maintain the value of the Collateral Assets in your Customer Margin Account to exceed the Maintenance Margin Requirement and Liquidation Percentage at all times.
- 3.3 Security Interest and Control Agreement
- 3.3.1 Grant of Security Interest. In order to secure and to provide for the repayment of any Margin Loans, you hereby assign, pledge, transfer and grant to CrossTower, as a secured party, a continuing first priority perfected security interest in, and a lien upon, all of your right, title and interest in, to and under, whether now owned, or hereafter acquired, the Customer Margin Account and any other of your accounts on the CrossTower Trading Platform.
- 3.3.2 Control. You hereby authorize CrossTower, and CrossTower agrees, to comply with instructions, as a secured party, with respect to your Customer Margin Account as contemplated herein without further consent or direction from you or any other party.
- 3.3.3 No Dispositions from the Customer Margin Account without Consent of CrossTower. You hereby agree that you shall not, so long as CrossTower has a security interest in your Customer Margin Account, direct CrossTower to transfer any Collateral Assets or other Assets from your Customer Margin Account without the prior written consent of CrossTower.
- 3.3.4 Termination of Security Interest. Under the termination of this Agreement and satisfaction of all of your obligations to CrossTower under the Agreement, all security interest in and to your Customer Margin Account and any and all other accounts on the CrossTower Trading Platform.
- 3.3.5 Pledge of Assets. CrossTower may pledge, repledge, hypothecate, or rehypothecate, without prior notice to you, all Assets which CrossTower holds, carries or maintains on your behalf on the CrossTower Trading Platform.
- 3.3.6 You understand and acknowledge that in order to provide you with the margin services described herein, CrossTower may review financial statements and other information about you with respect to your Customer Margin Account eligibility.
4 INTEREST CHARGES DISCLOSURE STATEMENT
- 4.1 General. Interest charged on any Margin Loan shall be at the interest rates (the “Interest Rate”) and terms specified in Schedule B. If at any time, the Interest Rate payable on any Margin Loan made under this Agreement exceeds the maximum rate of interest permitted to be charged by CrossTower to you under applicable law, the parties agree that such interest rate will be reduced automatically to the maximum rate of interest permitted to be charged under applicable law.
5 TERM AND TERMINATION
- 5.1 Term. This Agreement shall be effective as of the date acknowledged and signed by you (the “Effective Date”) and shall last for a period of one year. Acknowledging and signing this Agreement does not automatically qualify you for margin trading. Approval for margin trading is subject to CrossTower’s due diligence on you and your financials including, but not limited to, net-worth requirements, trading experience, general market volatility, and other factors. If approval for margin trading is denied, you acknowledge and agree that you have no right to appeal such denial.
- 5.2 Termination. You may notify CrossTower at least thirty days prior to any scheduled termination of this Agreement to request a renewal or extension. CrossTower may, in its sole discretion, extend the term of this Agreement by written notice. You will be deemed to have accepted any such extension by initiating a Borrow Overdraft Order after the date of the previously scheduled termination.
- 5.2.1 CrossTower may terminate this Agreement (a) with notice of fourteen days or (b) immediately, if CrossTower, in its sole discretion, deems it reasonably required to do so based upon applicable law or actions taken by Bermuda governmental or regulatory authorities. Upon notice of termination under this provision, all Margin Loans and outstanding interest payments shall become due within fourteen days or such time as CrossTower reasonably requests.
6 REPRESENTATIONS AND WARRANTIES
You represent and warrant to CrossTower that:
- 6.1 Authorization; Execution and Delivery. This Agreement has been duly executed and delivered by you, and constitutes a legal, valid and binding obligations enforceable against you in accordance with this Agreement’s terms.
- 6.2 Non-contravention. Neither the execution and delivery by you of this Agreement nor the consummation of the transactions herein or contemplated by you, nor compliance with the terms, conditions and provisions by you will conflict with: (i) any applicable law, (ii) any contractual restriction binding on or affecting you or any of your personal assets, or (iii) any order, writ, judgment, award, injunction or decree binding on or affecting you or any of your personal assets.
- 6.3 Financial Statements; Other Information; and Liens.
- 6.3.1 Your legal name as set forth above is true and correct.
- 6.3.2 All information provided by you in connection with this Agreement or any transaction contemplated or is true and accurate in all material respects on the date as of which such information is stated or certified, and such information does not contain any material misrepresentation or any omissions.
- 6.3.3 Any information provided by you for purposes of onboarding and due diligence regarding your financial condition and your location is true and correct in all material respects.
- 6.3.4 The funds that you use as collateral to participate in margin trading on the CrossTower Trading Platform are free and clear of any liens. You are free to add or remove collateral as you actively participate in margin trading on the CrossTower Trading Platform, subject to Exposure limits as set by CrossTower in its sole discretion. Other than those in favor of CrossTower, you will not create, assume, incur or suffer to exist any lien on any of the Assets except liens CrossTower created or permitted by or pursuant to this Agreement.
- 7.1 General. If any one or more of the following events (each, an “Event of Default”) shall occur:
- 7.1.1 The Collateral Assets in your Customer Margin Account fall to or below the USD value that would satisfy the Liquidation Percentage.
- 7.1.3 You violate our trading rules (found at https://crosstower.com/legal#trading- rules/ ) or otherwise engage in behavior which, in CrossTower’s sole discretion, determines compromises the integrity of margin trading or the CrossTower Trading Platform including, frequent Events of Default, disregard for margin calls or other notifications from CrossTower, or others.
- 7.1.4 You fail to make any payment of interest or principal when due.
- 7.1.5 You become bankrupt, insolvent or subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or similar proceeding. You acknowledge and agree that you have an obligation to notify CrossTower if you become bankrupt, insolvent, or subject to any voluntary or involuntary bankruptcy, reorganization, insolvency or similar proceeding.
- 7.1.6 CrossTower’s security interest under the Agreement is not or ceases to be a first priority perfected security interest in the Collateral Assets, Customer Margin Account, or your other Assets on the CrossTower Trading Platform, subject to the liens permitted in this Agreement.
- 7.1.7 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, that could reasonably result in reputational or financial harm to CrossTower, or compromise the integrity of the markets maintained by CrossTower.
- 7.1.8 You continuously trigger margin calls or liquidation proceedings against your Customer Margin Account.
- 7.2 Remedies
- 7.3 On the occurrence and during the continuance of an Event of Default under Section 7, any Margin Loans shall be immediately due and payable (together with accrued and unpaid interest and any fees and costs of collection).
- (a) At any time after the occurrence and during the continuance of an Event of Default, CrossTower may:Cancel, terminate, accelerate, liquidate or close- out any or all transactions, Assets and agreements hereunder between you and CrossTower;
- (b) Liquidate the Collateral Assets in your Customer Margin Account. Upon the exhaustion and liquidation of your Collateral Assets, CrossTower may liquidate any other of your Assets on the CrossTower Trading Platform until your obligations have been satisfied; and
- (c) At such times and manner as CrossTower may reasonably determine based upon, but not limited to, market conditions and portfolio health, close positions or otherwise transfer any Assets which CrossTower may hold for you or which has been pledged to CrossTower by you, and apply the proceeds to the discharge of your obligations, set-off, net and recoup any obligations to you against any obligations to CrossTower.
- 7.3.1 Notwithstanding the foregoing provisions, Events of Default will be considered cured if CrossTower is able to liquidate, in a reasonable period of time, a sufficient amount of your Assets.
- 7.3.2 To the extent permitted by applicable law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Customer Margin Account including, but not limited to, attorney’s fees incurred and payable or paid by you.
8 CUSTOMER DISQUALIFICATIONS
- 8.1 General. CrossTower may disqualify you if your activities pose a financial or regulatory risk to CrossTower or its customer base.
- 8.1.2 The CrossTower Operations team will notify you if your Customer Margin Account is disqualified from margin trading.
- 8.1.3 CrossTower reserves the right to disqualify you and or remove your margin trading for any reason or no reason at all made in CrossTower sole discretion. You acknowledge and agree that if you are either disqualified or removed from margin trading you have no right to appeal such disqualification or removal.
- 9.2 Governing Law. This Agreement is governed by, interpreted and construed in accordance with the laws of the State of New York without regard to New York’s conflict, or choice of laws principles.
- 9.3 Choice of Forum. The parties to this agreement will submit all disputes arising under this agreement to confidential arbitration in New York, New York before a single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of the rules of the AAA, or by mutual agreement of the parties, except that such arbitrator shall be an attorney admitted to practice law in the State of New York. No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. Nothing contained herein shall prevent a party from obtaining an injunction. You and CrossTower agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions.
- 9.4 Class Action Waiver. By entering into this Agreement, you agree to, and hereby do, irrevocably waive any right you may have to bring claims as a plaintiff or class member in any purported class or representative action against CrossTower.
- 9.5 Counterparts. This Agreement may be executed in facsimile counterparts, each of which will be deemed an original.
Currency Pairs Eligible for Margin Trading (each, a Margin Asset)
Margin Assets available to trade are listed and updated on the Website. CrossTower reserves the right to add, amend, pause, or remove trading on any Margin Asset.
Interest Rate Computation
Interest shall be charged on your Customer Maring Account. The frequency and interest rate that will be charged can be found on the Website.
List of Acceptable Collateral Assets
- Acceptable Collateral Assets for the purpose of margin trading can be found on the Website.
Margin Requirement and Liquidation Percentage
- Initial & Maintenance Margin Requirements along with Liquidation Percentages can be found on the Website. Requirements and Percentages may vary by Margin Asset.
Please read this Agreement carefully before using the Services. If you do not understand any of the provisions within this Agreement or are in any doubt as to your obligations under them, you should seek independent professional advice.
CrossTower Bermuda Ltd., is regulated by the Bermuda Regulatory Authority (the “BMA“) and holds a Class F license issued by the BMA pursuant to the Digital Asset Business Act 2018. Please refer to the list of eligible jurisdictions for potential geographical limitations that may apply.
Trading Futures, derivatives and other instruments using leverage, involves an element of risk. The value of the future contracts you enter into may fall or rise and you may or get back less than your initial deposit, and in some cases, you may lose your entire initial deposit and all the funds used for futures trading, as well as any collateral and/or additional collateral. While utilizing leverage can enhance your profits, it can also increase your losses. Because of the possibility for rapid price movements and the impact this can have on a leveraged position, we may request that you provide additional collateral with little or no prior notice.
In addition, we reserve the right to make changes to this Agreement at any time with or without prior notice to you. You should visit the Website regularly to check when this Agreement was last updated (as displayed at the beginning of this Agreement) and to review the current version of this Agreement. Any amendments to the Agreement that we consider likely to materially affect your rights and obligations may be posted on our Website or may be sent via email to the address associated with your account. If you do not accept this Agreement, or any amendment(s) to it, you must notify us immediately and stop using the Services. The continued use of your account after any amendment to this Agreement or the absence of a notification that you have rejected the amendments within five (5) days from the date we notify you, as applicable, of the amendments constitutes your acceptance of the modified Agreement.
Our services will be provided on a non-advised basis, meaning that we will not provide you with any advice as to the merits of any particular order or whether a particular trade is suitable for you. You are solely responsible for any decisions taken in respect of any and all trades that you choose to enter or not enter into under this Agreement. For the avoidance of doubt, we will not provide you with any investment, legal, tax or other form of advice, nor can you request any such advice from us.
You agree that you will enter into all trades as principal and not as agent on behalf of any other party. Unless we have agreed otherwise, you will be solely responsible for performing any obligations under this Agreement in connection with your use of the Services. Our obligations under this Agreement are owed exclusively to you, and unless we have otherwise agreed in writing, we shall owe no obligations to any other party in connection with your use of the Services.
From time to time, we may make certain market data or other information available through the CrossTower Trading Platform. Any decision to make market data or other information available is taken at our sole discretion. The provision of such market data or other information does not form part of the services and we do not accept any responsibility for its accuracy or completeness, nor do we owe any obligations to you under this Agreement with respect to the provision of such market data or other information.
Trading: P&L and Collateral
- For each open long and short position and each open order to buy or sell futures that would establish a position or further increase an existing position size, you need to provide collateral. The exact amount of collateral to be provided shall be determined on the basis of the formula detailed on the Website (the “Collateral Requirement“).
- We calculate the profit and loss of your open positions based on a proprietary model (the “P&L Model“).
- With respect to your use of the Services and subject to our sole and complete discretion, the collateral in your account can comprise of any combination of (i) the digital assets or fiat currency deposited; (ii) your realized profit or loss from past positions that are now closed; (iii) the profit or loss from your open position as calculated by the P&L Model; or (iv) any orders currently open.
- We will determine your Collateral Requirement by utilizing indices and benchmarks such that we can undertake a market-to-market valuation of your positions. We have no control over these indices and benchmarks and make no representation as to their accuracy or completeness.
- It is your responsibility to constantly monitor your collateral and to ensure that it is equal to or higher than your Collateral Requirement at any given time. If this is not the case, it is your responsibility to immediately deposit additional digital assets and/or fiat currency into your account and/or to cancel open orders and/or to trade out of existing positions such that your collateral is equal to or higher than your Collateral Requirement.
- If your collateral is lower than your Collateral Requirement we may, at any time and without advance notice to you, at our sole discretion, cancel your open orders and/or liquidate some or all of your open positions. We may liquidate long positions by selling them to another customer, and we may liquidate short positions by buying them back from another customer. We will liquidate all positions at a price in which we feel is reasonable at the time of such liquidation, subject to our sole and complete discretion.
- If we cannot liquidate some or all of your open positions, for example due to lack of demand by other customers to buy or sell, we may, in our sole discretion, and without advance notice to you, assign some or all of your remaining open positions to another customer who has previously agreed to receive assignments of positions for this purpose (a “Position Assignment“). We will select the price at which your position(s) are assigned such that your remaining collateral is zero, in our sole and complete discretion.
- If we cannot assign some or all of your open positions in Futures and Options, for example because there is insufficient demand for Position Assignment, we may, in our sole discretion, and without advance notice to you, unwind some or all of your open positions (a “Position Unwind“). Your open positions will then terminate at the unwind price. We will select the unwind price for each of your open positions such that all of your remaining collateral is split equally between your counterparties, commensurate with the size of the open positions you have with each counterparty.
- If the open positions of one of your counterparties are subject to Position Unwind, the remaining collateral of your counterparty may be split equally between claimant counterparties, including you, commensurate with the size of the open positions each claimant has with the counterparty. As one of the claimants, you may therefore receive a payment that may or may not cover the whole liability your counterparty has towards you. You herby acknowledge and agree to forfeit any claims vis-a-vis your counterparty in excess of this payment.
- When you hold an open position which is marked at a loss, we reserve the right at any time and without advance notice to you, to convert any collateral that is deposited in your account in a currency which is not the margin currency of the futures into that stated margin currency. If such a conversion is required, we may use the services of a third party, which may result in additional fees being charged to your account. Our choice of third party and acceptance of additional fees are in our sole and complete discretion.
SCHEDULE 1 RISK NOTICE
This notice is provided by us and provides you with important information about the risks associated with the Services provided under this Agreement. You must read this risk notice carefully before you commence use of the Services. If you are in any doubt as to the appropriateness or suitability of the Services, you should take steps to seek appropriate professional advice.
When using the services, it is your responsibility:
- to familiarize yourself with digital assets and the specifications for the futures available on the Website before you start trading;
- to monitor your open positions and to reduce your position or deposit additional collateral to ensure compliance with your Collateral Requirement so as to avoid a losing position being closed out;
- not to deposit more than you can afford to lose; and
- not to build positions that are beyond your financial capacity to maintain.
By using the Services you acknowledge that you have understood the associated risks and that you accept these risks, the following is intended to be an inclusive and not an exhaustive list of all the potential risks related to the Services:
- digital assets are a highly volatile asset class and are based on decentralized monetary protocols, whose value may change at any time;
- the legal and regulatory status of digital assets and digital asset related products and services is evolving and may be subject to change;
- trading futures exposes you to market risk. This is the risk that you suffer a loss as a result of a position in the futures moving against you. If you hold a long position and the digital asset price declines or if you hold a short position and the digital asset price increases, you may lose the full value of your deposit and any collateral;
- trading futures exposes you to credit risk. This is the risk that one or more of your counterparties have deposited insufficient collateral into their account(s), such that you may not receive some or all the digital assets or fiat currency owed to you;
- trading futures exposes you to liquidity risk. This is the risk that you suffer a loss because you cannot close out a position because there is no demand to take the other side of that trade;
- trading futures exposes you to operational risk. This is the risk that you suffer a loss because of a malfunction of the Services, for example resulting from scheduled or unscheduled downtimes, matching system failure, database failure, digital asset transfer or storage failure, failure or malfunction of the CrossTower Trading Platform, hacker attacks or other failures or malfunctions; and
- trading futures exposes you to regulatory risk. This is the risk that you suffer a loss because we have to restrict or terminate elements of our service in response to regulatory action or guidance.
1. Privacy Statement
2. Information We Collect
Personal information is defined in this Policy to include any information that can be used to identify, locate or contact you. It includes your name, physical address, email address, telephone number, and other identifying information. It also includes other information that may be associated with your personal information, such as your location, IP address, preferences or interests. We may collect your personal information when you use our Sites to contact us, subscribe to our publications or register for firm events, collectively referred to as “Services.” We only collect the personal information from you that you choose to share with us through your use of the Sites.
We may also gather generic, or non-personal, information from our Sites’ visitors automatically, which does not reveal a Site visitor’s identity. This includes the number and frequency of visitors to our Sites, the specific CrossTower Sites visited, and the Sites clicked on, your language preferences for accessing our Sites, your browser information and screen resolution, your device’s operating system and your network service provider, among other information. We gather this information for limited internal purposes, such as to track, customize and improve user experience with our Sites or Services.
3. How We Use Your Information
We will primarily use your information to provide you access to, and facilitate your: use of the Sites, or contact with us, subscription to our publications and registration for firm events, where you access the Sites for those purposes. Except as otherwise stated in this Policy, we will only use your personal information solely for the purpose for which you submitted the information.
4. Purposes For Which We Seek Your Consent
We may also ask for your consent to process your personal information for a specific purpose that we communicate to you, for instance, to receive our newsletter and other such mailings you may be interested in. When you consent to our processing your personal information for a specified purpose, you may withdraw your consent at any time and we will stop processing your personal information for that purpose.
5. How We Disclose or Share Your Information
We do not use or disclose personal information you provide on our Sites to any outside companies or parties except for third-party service providers who perform functions on our behalf relating to our provision of Services to you that you request through use of the Sites. We do not rent, sell or trade any of our mailing lists. We provide you with the right to opt-out of receiving marketing and other discretionary communications, and to update, supplement or delete your personal information.
We may also be required to disclose your information in response to a lawful and enforceable request by law enforcement, judicial body, or other public authorities, or in connection with a legal obligation. In such instances, we will disclose your personal information upon receipt of a court order, subpoena, or other lawful and enforceable process, or where otherwise required by law.
We reserve the right to report to law enforcement any information – including personal information – related to the use of our Sites that we determine was used to further any unlawful activity or activity we in good faith believe to be unlawful.
6. How We Protect Your Information
We employ reasonable and appropriate security measures to protect your personal information from loss, misuse, unauthorized access, alteration, disclosure and destruction. While we strive to make your information as secure as possible, no transmission system or data network is completely secure. Therefore, by use of the Sites, you acknowledge that there are data security and privacy limitations inherent in the Internet, and that the security, integrity and privacy of any and all information exchanged between you and us, cannot be guaranteed.
7. How Long We Keep Your Information
8. International Transfers of Your Information
If you are visiting the Sites or utilizing Services from a country other than the United States or Canada, the various communications you send and receive will necessarily result in the transfer of information across international boundaries. If you are located in the European Union you should be aware that information you provide or which is otherwise collected on the Sites or through any Services rendered may be transferred to countries (including the United States) which do not have data protection laws deemed as adequate as those in the EU.
In cases where we need to transfer personal information outside the European Union, we shall ensure that adequate safeguards, as required under applicable data protection legislation, will be implemented (including, as applicable, the EuropeanCommission’s Standard Contractual Clauses, as appropriate).
9. Your Privacy Rights
We will ensure that you can exercise your rights pertaining to your personal information, including rights as provided by various data protection laws. Where applicable under relevant law, you are entitled:
- To have access to your personal information upon simple request – that is, you
may receive a copy of such data (if requested), unless such data is made directly available to you, for instance within your personal
- To have access upon simple request, and free of charge, the categories and
names of addresses of third parties that have received Personal Information for direct marketing purposes.
- To obtain a rectification of your personal information should it be
inaccurate, incomplete or obsolete.
- To obtain the deletion of your personal information in the situations set
forth by applicable data protection law (the “right to be forgotten”).
- To withdraw your consent to the data processing without affecting the
lawfulness of processing, where your personal information has been collected and processed on the basis of your consent.
- To object to the processing of your personal information (where it has been
collected and processed on the basis of our legitimate interests) in which case we may ask you to justify your request by explaining to us
your particular situation.
- To request a limitation of the data processing in the situations set forth by
- To have your personal information directly transferred by us to a third-party
processor of your choice (where technically feasible and when processing is based on your consent).
- To non-discrimination, as defined under relevant law, in the Services or
quality of Services you receive from us for exercising your rights.
For deletion/”right to be forgotten” requests, we will undertake a good faith effort to accommodate requests for access to or deletion of personal information. However, these requests may be subject to the evaluation of additional factors, including disproportionate burden or expense, or the risk to the rights, including the privacy rights, of others.
We will strive and work to resolve any inquiry you may have regarding our privacy practices. EU residents may also file a complaint before a competent data protection authority regarding the processing of your personal data. While we suggest that you contact us beforehand, if you wish to exercise this right, you should contact the competent data protection authority directly.
If you have any questions, would like to exercise any of these rights, or if you need any assistance with privacy related matters, please contact us as described in the “Contact Us” section below. We will take the necessary steps to respond to you as soon as possible.
Our Sites and Services are intended for adults, and are not intended for or directed to anyone under 18 years of age. We therefore do not knowingly collect personal information from anyone under 18 years of age. If you are under 18 years of age, do not attempt to use the Site to access Services, and do not provide us any personal information about yourself.
The most current version of this Policy is accessible on this site at all times. We reserve the right to make changes to our Policy at any time and at our sole discretion. We encourage you to review the Policy from time to time to ensure that you are familiar with our practices, and aware of any changes. In addition, we will notify you via email or alert on our Sites if we make material changes to the Policy and what those material changes may be.
12. Your California Privacy Rights
California Civil Code Section 1798.83 permits California residents who have supplied personal information, as defined in the statute, to us to request and obtain certain information regarding our disclosure, if any, of personal information to third parties for their direct marketing purposes. If this applies, you may obtain the categories of personal information shared and the names and addresses of all third parties that received personal information for their direct marketing purposes during the immediately prior calendar year (e.g., requests made in 2017 will receive information about 2016 sharing activities). To make such a request, please provide sufficient information for us to determine if this applies to you, attest to the fact that you are a California resident and provide a current California address for our response. You may make this request in writing to us at the below address. Any such request must include “California Privacy Rights Request” in the first line of the description and include your name, street address, city, state and ZIP code. Please note that we are only required to respond to one request per customer each year, and we are not required to respond to requests made by means other than through this address.
13. How to Contact Us
If you have any questions regarding this Policy or our privacy practices, please contact:
WHAT ARE COOKIES?
Cookies are small files, typically of letters and numbers, downloaded onto your computer or mobile device when you visit certain websites. When you return to these websites, or visit other websites that use the same cookies, the websites recognize these cookies and your browsing device. A cookie cannot read data off your hard drive or read cookie files created by other websites.
Cookies set by the website operator are called “first-party cookies”. Cookies set by parties other than the website operator are called “third-party cookies”. The parties that set third-party cookies can recognize your computer both when it visits the CrossTower website and when it visits certain other websites and/or mobile apps.
We treat information collected by cookies and other technologies as non-personal information. However, to the extent that IP addresses or similar identifiers are considered personal information by local law, we also treat these identifiers as personal information. If we combine non-personal information with personal information, the combined information will be treated as personal information for as long as it remains combined.
When you access our Services, we or companies we work with may place cookies on your computer or other device. These technologies help us better understand user behavior, and inform us about which parts of our websites people have visited.
We use first-party and third-party cookies to recognize you as a CrossTower customer, customize CrossTower Services, content, and advertising, to measure promotional effectiveness, and to collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
The following are some examples of non-personal information that we collect and how we may use it:
- We may collect and store details of how you use our Services. Except in limited instances to ensure quality of our Services over the Internet, such information will not be associated with your IP address.
- We may collect information such as your language, zip code, area code, unique device identifier, referrer URL, location, and the time zone so that we can better understand customer behavior and improve our Services.
WHAT TYPES OF COOKIES DO WE USE?
We use the following types of cookies:
- Strictly Necessary Cookies
These cookies are essential because they enable you to move around our Services and use certain features on our Services. For example, strictly necessary cookies allow you to access secure areas. Without these cookies, some Services cannot be provided.
- Performance/Analytics Cookies
These cookies collect information about how you use a website. For example, a performance/analytics cookie will collect information about which pages you go to most often, how much time you spend on that page, or if you get error messages from certain pages. These cookies do not gather information that identifies you. The information these cookies collect is anonymous and is only used to improve how our Services work.
- Functionality Cookies
These cookies allow us to remember the choices you make and to tailor our Services so we can provide relevant content to you. For example, a functionality cookie can remember your preferences (e.g., country or language selection), or your username. Session Cookies. We use session cookies when you access our website or content. Session cookies expire and no longer have any effect when you log out of your account or close your browser.
HOW LONG WILL COOKIES STAY ON MY BROWSING DEVICE?
The length of time a cookie will stay on your browsing device depends on whether it is a “persistent” or “session” cookie. Session cookies will only stay on your device until you stop browsing. Persistent cookies stay on your browsing device until they expire or are deleted (i.e. after you have finished browsing).
WHAT OTHER SIMILAR TECHNOLOGIES DOES CROSSTOWER USE?
In addition to cookies, we may use other similar technologies, like web beacons to track users of our Services. Web beacons, or “clear gifs,” are tiny graphics with a unique identifier, similar in function to cookies. They are used to track the online movements of web users.
In contrast to cookies, which are stored on a user’s computer hard drive or device, clear gifs are embedded invisibly on web pages and are about the size of the period at the end of this sentence. We and our third-party service provider employ web beacons for the reasons stated above (under “Cookies”), but primarily to help us better manage content on our Services by informing us which content is effective.
We may also use so-called “Flash Cookies” (also known as “Local Shared Objects or “LSOs”) to collect and store information about your use of our services, fraud prevention and for other site operations.
DOES CROSSTOWER USE ADVERTISING COOKIES?
CrossTower may choose to use third-party service providers to display advertising on our Services and serve advertising on other third party sites that are more relevant to you or your interests. They are also used to limit the number of times you see an advertisement, as well as help measure the effectiveness of the advertising campaign. They remember that you have visited a website and this information may be shared with other organizations, such as advertisers. This means that after you have been to our websites, you may see some advertisements about our Services elsewhere on the Internet. The information collected through this process by the third party service providers does not enable us or them to identify your name, contact details or other personal information that directly identifies you unless you choose to provide these. Such advertising will only be delivered where permitted by applicable law.
HOW TO MANAGE COOKIES, SIMILAR TECHNOLOGIES AND TARGETED ONLINE MOBILE ADVERTISING
You have the right to decide whether to accept cookies. You can exercise your preferences in relation to cookies served on our Sites by taking the steps outlined below.
Our Cookies (or, “First-Party Cookies”).You can use the browser with which you are viewing this website to enable, disable or delete cookies. To do this, follow the instructions provided by your browser (usually located within the “Help”, “Tools” or “Edit” settings). Please note, if you set your browser to disable cookies, you may not be able to access secure areas of the Site. Also, if you disable cookies other parts of the Services may not work properly. You can find more information about how to change your browser cookie settings athttp://www.allaboutcookies.org.
Mobile Advertising:You can opt out of having your mobile advertising identifiers used for certain types of advertising by accessing the settings in mobile device and following the instructions. If you opt-out, we will remove all data about you and will not collect any further data. The random ID previously assigned to you will be removed. Thus, if at a later stage, you decide to opt-in, we will be unable to continue and track you using the prior ID and you will for all practical purposes be a new user.
Third-Party Cookies.To opt-out of third-party advertising networks and similar entities that use targeting/advertising cookies, go tohttp://www.aboutads.info/choices. Once you click the link, you may choose to opt-out of such advertising from all participating advertising companies or only advertising provided by specific advertising entities. For more information about third-party advertising networks and similar entities that use these technologies, please seehttp://www.aboutads.info/consumers.
Do Not Track: Some Internet browsers – like Internet Explorer, Firefox, and Safari – include the ability to transmit “Do Not Track” or “DNT” signals. Since uniform standards for “DNT” signals have not been adopted, our Sites do not currently process or respond to “DNT” signals.
We may update this Cookie Notice from time to time to reflect, for example, changes to the cookies we use or for other operational, legal or regulatory reasons. If we do, you will be notified when you first visit our website after the change. You can also revisit this page if you wish to keep yourself informed.
Updated as of October 7, 2020
CrossTower complies with the applicable laws and regulations in jurisdictions in which it operates.
CrossTower is registered as a Money Services Business (“MSB”) with the Financial Crimes Enforcement Network (“FinCEN”).
Yes, CrossTower is subject to the Bank Secrecy Act (“BSA”) and the USA PATRIOT Act, which requires MSBs to establish anti-money laundering (“AML”) programs, designate an AML compliance officer, train employees on AML requirements, and establish an independent periodic review of the AML program.
CrossTower also confirms client identities to confirm it is not conducting business with relevant government sanctions, such as those issued by the United States Department of the Treasury Office of Foreign Assets Control.
CrossTower is also subject to privacy regulations that protect sensitive personal information about its customers.
No. CrossTower is not an investment advisor and is prohibited from providing any investment advice to clients.
Account: a trader’s CrossTower account.
API: Application Programming Interface.
Asset: a digital asset, such as BTC or USDC.
Available Account Balance: a trader’s total asset value, excluding open Order amounts.
Base Asset: the Asset which is traded on a specific Order Book. For example, in the Trading Pair BTC/USDC, this is BTC.
Fill: the execution of an Order, where Orders are crossed.
Keep: the allocation of the Assets that are set aside to a specific Order.
Order: a request to sell or buy a specific amount of the Base Asset as a price denominated in the Quote Asset.
Order Book: a specific Order Book on which Orders are submitted and placed in Order to trade a specific Trading Pair.
Quote Asset: the Asset in which the trading in specific Order Book is being denominated. For example, in the Trading Pair BTC/USDC, this is USDC.
Trading Pair: a pair of Base Asset and Quote Asset specified as Base Asset/Quote Asset (e.g. BTC/USDC).
WI: the Web Interface.
CrossTower offers to its clients an Order Book for every Trading Pair
(composed of Base Asset and Quote Asset) accessible for trade through the
web-interface (WI) or the API. This document outlines the Trading Rules
that govern Orders placed on the CrossTower Order Books. Before proceeding,
please make sure that you have familiarized yourself with the terminology
which can be found in the Glossary section.
2. Opening & Closing Orders
2.1. Placing an Order in an Order Book requires a trader to have Available
Account Balance such that it can cover the total Order value as well as the
fees, both of which in the relevant Asset.
2.2. Once the trader places an Order in the Order Book, the amount of the
relevant Asset can be referred to as being in Keep and cannot be used
towards other Orders, transferred or withdrawn. For buy Orders, the amount
of fees in Quote Asset will also be in Keep.
2.3. A trader may place an Order as one of the following:
a. Limit Order
b. Market Order
c. Scaled Order
d. Stop Limit Order
e. Stop Market Order
2.4. Canceling Orders is done at no cost. A trader can cancel an opened
Limit Order, Stop Limit Order, Stop Market Order, and Scaled Order before
that Order is fully Filled.
3. Order Types Specification
3.1. Market Order
3.1.1. The Market Order serves to allow to sell or buy an amount of an
Asset at the best price of existing Orders present in the Order Book. A
Market Order may be filled at various different prices, depending on the
amount specified and the amounts of the Orders present in the Order Book at
the time of the Order placement.
3.1.2. The Market Order may be filled at an average price that is more
favorable or less favorable than the most recently traded price, depending
on the prices and volume of the Orders that are present in the Order Book.
3.2. Limit Order
3.2.1. A Limit Order is an Order to sell or buy a specific amount of the
Base Asset at a specific price denominated in the Quote Asset. This type of
Order is Filled if and only if the price is as the specified or more
3.2.2. The Limit Order can be modified by selecting the option “Post Only”.
When this option is selected, the Limit Order is placed on the Order Book
such that it does not immediately cross an existing Limit Order. In other
words, a Limit Order with such option selected will never pay the Taker Fee
(i.e. never become a Market Order).
3.2.3. Before submission, a Limit Order can be specified with one of the
following “Time In Force” (TIF) instructions:
a.Fill-Or-Kill:By selecting this TIF instruction, the
Limit Order can only be immediately and fully Filled, otherwise it is
b.Day:The Order has to be filled until 12:00AM UTC,
otherwise it (or the remaining to be filled amount) is canceled.
c.Good-Til-Date/Time:The Order has to be filled until a
specified day and time, (or the remaining to be filled amount) is canceled.
d.Immediate-Or-Cancel:The Order has to be immediately
Filled once placed, the remainder of the Order amount is canceled.
e.Good-Til-Canceled:The Order remains on the Order Book
until it is fully Filled or canceled. Unless specified otherwise, by
default, all Limit Orders are submitted to the Order Book with this
3.3. Stop Market & Stop Limit Orders
3.3.1. A Stop Limit Order is a Limit Order to buy or sell if and only if
the last trade price reaches or passes beyond the specified Stop Price. As
with other Limit Orders there is no guarantee that the Order will be
3.3.2. A Stop Market Order is a Market Order to buy or sell if and only if
the last trade price reaches or passes beyond the specified Stop Price.
3.3.3. A Stop Limit Order will not be placed on the Order Book before the
last trade price reaches or passes beyond the specified Stop Price, hence
not visible to other traders. The executed Stop Limit Orders and Stop
Market Orders are visible as such after the event.
3.3.4. Orders can be modified with the “Post Only” option.
3.3.5. Any of the Time In Force instructions can be applied to Stop Limit
3.4. Scaled Order
3.4.1. This is a feature which allows the simultaneous submission of
multiple Limit Orders to the Order Book.
3.4.2. One has to specify the total amount to be bought or sold as well as
the price step through which these Limit Orders should be placed.
3.4.3. The volume of each Order is determined by selecting one of the
a.Flat: The size of each Order is approximately the same.
b.Up: The size of each Order increases in the number of
Orders sorted by price, from lowest to the highest (i.e. the Order at the
highest price is the largest in size).
c.Down: The size of each Order falls in the number of
Orders sorted by price, from lowest to the highest (i.e. the Order at the
lowest price is the largest in size).
4. Order Submission, Fills, and Settlement
4.1. Matching Engine Logic
4.1.1. The Limit and Market Orders are matched according to Price/Time
Priority logic. This means that Order submitted to the Order Book are first
ranked according to their price and those Orders at the same price are
ranked in dependence with their placement time.
4.1.2. Limit Orders placed at price levels above the best on the market are
Filled by the best Order and not by an Order with the same price specified
when placing the Limit Order.
4.1.3. The Price/Time Priority is applied to all traders.
4.1.4. The WI will produce a warning in cases where certain parameters are
not correctly specified.
4.2. Order Size Limits
4.2.1. All Orders described above are subject to the Order Minimums and
Order Maximums rules. These rules are subject to change in order to reflect
the market environment as well as the asset specifications.
4.2.2. Order Minimums and Order Maximums rules for each Trading Pairs can
be found here: crosstower.com/market-specs
4.3. Filling an Order & Settlement
4.3.1. Maker Orders are matched with a single or multiple Taker Orders. In
this way Orders are Filled.
4.3.2. Filled Orders change the account balances immediately. Withdrawals
requests can be made immediately, given that the trader has not reached the
5.1. Trading Fees Logic
5.1.1. A fee is charged in the Quote Asset once the Order is matched. It is
calculated as a percent of the total Order size.
5.1.2. For buy Orders, trading fees are charged in addition to the Quote
5.1.3. For sell Orders, trading fees are deducted from the proceeds.
5.1.4. Fees might be different across Trading Pairs.
5.1.5. Unless specified otherwise, Taker Fee is charged for all Taker
Orders and Maker Fee is charged for all Maker Orders.
5.1.6. The fees can be found here: crosstower.com/fees
6. Integrity of the Markets
6.1. General Access
6.1.1. No prioritized access is provided to any trader at CrossTower.
6.1.2. All traders are provided with equal access to the WI and the APIs.
6.1.3. CrossTower reserves the right to take any action to preserve market
integrity by restricting access of traders to certain services provided by
CrossTower as specified in section 6.3. Cancelations and Reversals and
section 6.4. Market Interruptions & Manipulation.
6.1.4. Corporate Operations
6.1.5. Employee Access
6.2. Market Data Access
6.2.1. All traders are provided with equal access to CrossTower’s Market
6.2.2. Market Data consists of the following:
a. Limit Orders placed on the Order Book;
b. All Fills;
c. For each a) and b) above, the timestamp, the price, and the quantity are
6.2.3 Market Data compromises the following:
6.2.4 Market Data does not include the following:
6.3. CrossTower Corporate Operations
6.3.1. CrossTower Inc., also trades its own corporate funds on the
CrossTower trading platform.
6.3.2. CrossTower does not have any special priority and is subject to the
same Price/Time/Priority and fee structure as all other traders.
6.3.3. The CrossTower trading platform only trades on CrossTower Market
Data and does not have access to inside information. It does not engage in
6.4. CrossTower Employee Access
6.4.1. CrossTower prohibits all employees from using inside, corporate or
proprietary information to trade Digital Assets.
6.4.2. CrossTower employees are required to trade CrossTower supported
assets on the CrossTower trading platform, subject to CrossTower’s employee
trading policy and trade surveillance program.
6.5. Cancelations and Reversals
6.5.1. No Opened Order may be canceled by CrossTower except under the
a. Use of the APIs which is considered unreasonable by CrossTower;
b. Orders which inherit an apparent error (e.g. a buy or sell Order for
c. Other technical reasons considered serious by CrossTower;
d. Placing Orders which are considered abusive by CrossTower;
e. CrossTower is required by applicable law or regulatory body.
6.5.2. No Filled Order is reversed except under the following
a. A technical error occurred – which is considered serious by CrossTower –
and as a result Orders and/or Fills do no occur as described in these
b. CrossTower is required by applicable law or regulatory body.
6.6. Market Interruptions & Manipulation
6.6.1. Market Interruptions
184.108.40.206. Should technical reasons hamper the ability of the traders to
cancel or place Orders via the WI or the APIs, then CrossTower can take the
a. Disable log in;
b. Disable access to the WI and/or APIs;
c. Disable the placing of Orders;
d. Cancel all open Orders;
e. Disable withdrawing and/or depositing of Assets.
220.127.116.11. CrossTower will always take reasonable steps to notify all traders
regarding such measures by sending an email and by making an announcement
on our social media.
18.104.22.168. Automated trading halts or circuit breakers are not used by
6.6.2. Market Manipulation
22.214.171.124. Market Manipulation includes:
a. Alerting of potential Wash trading;
b. Quote stuffing;
d. Spoofing/Tape Painting;
h. Other actions deemed manipulative by CrossTower, including Self-Trading.
126.96.36.199. Market Manipulation is prohibited and is defined as any actions
taken by multiple participants in the market to:
a. manipulate or control in an artificial manner the price or volume
b. deceive in any way traders;
c. aid, abet, enable, finance, support, or endorse a. and/or b. above.
188.8.131.52. Self-trade is monitored and alerts are directed at the Market
7. Scheduled Downtime
7.1. From time to time, CrossTower may suspend trading temporarily for
system maintenance or upgrades.
7.2. CrossTower will make announcements on our website and/or social media
regarding the scheduled downtime in advance and after it’s completed.
7.3. Before the scheduled downtime starts, CrossTower will cancel all
Orders on the Order Book.
Market Data Terms
govern your access or use of CrossTower Market Data. CrossTower Market Data (“Market Data”) is defined as
all data related to trading activities that you have access to on the CrossTower Trading Platform (“Trading
Platform”), including but not limited to, the prices and sizes of orders and executed trades. By accessing
or using Market Data, you explicitly agree to these Terms and all amendments and updates made thereof. Do
not access or use Market Data if you do not agree to these Terms.
You hereby represent and warrant that you are of legal age to enter into this binding agreement and are
otherwise legally able and competent to enter into and carry out these Terms. If you are using Market Data
on behalf of any entity, you represent and warrant that you have the authority to enter into these Terms on
such entity’s behalf, and that such entity agrees to be responsible to CrossTower if you or that entity
violates these Terms.
Subject to the restrictions set forth below and all other Terms of this Agreement, CrossTower hereby grants
you a royalty-free, revocable, non-exclusive, non-transferable, non-sublicensable, limited license, solely
for your internal purposes and in accordance with applicable law, to use, copy, store, analyze and process
2. Restrictions and Responsibilities.
Unless you receive prior written consent from CrossTower, you may not:
- Alter, manipulate, or misrepresent Market Data, or present Market Data in a false or misleading light;
- Redistribute, display, or disseminate Market Data-or any data, charts, analytics, research, or other
- works based on, referring to, or derived from the Market Data, to any third party;
- Use Market Data, directly or indirectly, to create any of the following, whether for internal use or
- a. Indexes, fixings, or other benchmarks;
b. Generic or fair value prices; or
c. Valuations of digital currencies, digital tokens, securities, or financial derivatives (whether for purposes of settlement or otherwise); or
- a. Indexes, fixings, or other benchmarks;
- Use any Market Data as a benchmark, including but not limited to:
- a. Issuance of a financial instrument which references Market Data; or
- b. Determination of the amount payable under a financial instrument or a financial contract by referencing Market Data; or
- c. Being a party to a financial contract which references Market Data; or
- d. Providing a borrowing rate calculated as a spread or mark-up over Market Data and that is used as a reference in a financial contract to which the creditor is a party; or
- e. Measuring the performance of an investment fund through Market Data for the purpose of tracking the same, of defining the asset allocation of a portfolio, or of computing performance fees.
3. Ownership and Proprietary Rights.
- Market Data. You hereby agree that as between you, CrossTower, the Market Data and all rights in the
Market Data (including all copyrights, database rights, and all other proprietary rights) are
exclusively the property of CrossTower. In addition, and independently of the foregoing, you acknowledge
that the Market Data is the product of substantial expenditure by CrossTower of labor, skill, and money,
and your use of Market Data in contravention of these Terms would misappropriate the benefits of those
expenditures. CrossTower reserves all rights in the Market Data not expressly granted in these Terms. At
the request and expense of CrossTower, you agree that you will take all reasonable steps, such as the
execution of written documents, that may be necessary to protect, perfect, and enforce CrossTower’s
rights in the Market Data.
- Equitable Relief. Without limiting any other rights of CrossTower under these Terms, the parties
recognize that a breach of these Terms would give rise to irreparable injury to CrossTower such that
monetary damages alone would not be an adequate remedy. You and CrossTower explicitly agree that in the
event of such a breach, CrossTower will be entitled to equitable relief, including in the form of
injunctive relief, and you hereby waive any requirement for the securing or posting of any bond or the
showing that actual monetary damages will not afford an adequate remedy in connection with seeking such
4. Changes to Market Data and Suspension of Access
CrossTower may, from time to time, without notice and in its sole discretion, withdraw, suspend, or change
the Market Data or your access to the Market Data. You agree that CrossTower has no obligation to provide
the Market Data to you and that CrossTower will not be liable if any Market Data is unavailable or changes
for any reason or no reason at all.
5. Changes to Terms.
From time to time, and in its sole discretion, CrossTower may modify and/or update these Terms, and it is
your responsibility to monitor such updates. Your continued use of Market Data signifies your agreement to
any such updates. If you do not agree to these Terms or any of its updates, you may not continue to use
To the maximum extent permitted by applicable law:
- The Market Data is provided “as is” and “as available”, and CrossTower hereby disclaims all warranties,
express, statutory, or implied (including, without limited to, implied warranties of title,
non-infringement, merchantability, fitness for a particular purpose, and all warranties arising from
course of dealing, usage and/or trade practice).
- For clarity and without limiting the foregoing, CrossTower makes no guarantees regarding the accuracy,
completeness, timeliness, security, availability, and/or integrity of the Market Data or that the Market
Data will be uninterrupted or operate in combination with any software, service, system, or other data.
- You access and use the Market Data entirely at your sole risk, and CrossTower will not be responsible
for any actions you take based on the Market Data.
To the maximum extent permitted by law, you explicitly agree to indemnify and hold harmless CrossTower, its
affiliates, and their respective directors, officers, employees, consultants and agents, if applicable,
(each a “CrossTower Protected Party”, and collectively “CrossTower Protected Parties”) against all
liabilities, costs, damages, and expenses arising out of or relating to your use of Market Data, including
damages arising directly from your act or omission (including without limitation breach of these Terms) as
well as judgments, settlements, and expenses (including reasonable attorneys’ fees and legal costs) arising
from a threatened, potential or actual suit, investigation, proceeding, or other claim between you and a
CrossTower Protected Party or between a third party and a CrossTower Protected Party arising out of or
relating to your use of Market Data. CrossTower has the right to control the defense of any such claim, at
your cost and expense, and you agree to provide CrossTower any and all assistance that CrossTower requests
in defending any such claim.
8. Limitation of Liability.
To the maximum extent permitted by applicable law, the CrossTower Protected Parties will not be liable for
any direct, indirect, incidental, special, punitive, or consequential damages of any kind-including lost
profits or trading losses-related to the Market Data or these Terms, irrespective of whether such damages
arise from claims brought in contract, tort, negligence, warranty, strict liability, or any other theory at
law or equity, and even if CrossTower has been advised of the possibility of such damages. Without limiting
the foregoing, to the maximum extent permitted by applicable law, in no event will the CrossTower Protected
Parties’ aggregate liability arising out of or relating to these Terms or your use of Market Data exceed
USD$1,000. If any limitations in this paragraph are unenforceable as written in any instance, then such
limitations shall apply to the maximum extent permitted by applicable law.
9. Rules of Construction.
The words “include”, “included”, “includes” or “including” as used herein will be understood to be followed
by the phrase “without limitation”. The word “all” includes “any” and the word “any” includes “all”. The
words “herein” and “hereunder” refer to these Terms. Unless context expressly requires otherwise, the
conjunction “or” will be understood to mean “and/or”. Please be aware that the section headings in these
Terms are inserted for convenience only and are not a part of the Terms and will not affect the meaning or
interpretation of these Terms.
10. Entire Agreement.
These Terms constitute the entire agreement (“Agreement”) between you and CrossTower regarding the Market
Data. If you wish to modify these Terms, a proposed amendment must be provided in writing to CrossTower. In
order for such an amendment to be deemed effective, it must be signed by an authorized representative of
CrossTower. CrossTower reserves the right to refuse any amendment proposal for any reason or no reason at
11. Information for California Residents.
If you have a question, complaint, or otherwise wish to contact CrossTower regarding the Market Data or
these Terms, please contact CrossTower at:[email protected] Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at
Department of Consumer Affairs Consumer Information Division, 1625 North Market Blvd., Suite N 112,
Sacramento, CA 95834 or by telephone at (800) 952-5210.
12. Choice of Law.
You hereby agree that the laws of the State of New York – without regard to any of its choice-of-law
principles that would apply the substantive laws of any other jurisdiction – will govern these Terms and
any claim or dispute that may arise between you and CrossTower, except to the extent governed by Federal
13. Arbitration; Waiver of Class Action.
If you have a dispute with CrossTower, CrossTower will attempt to resolve any such disputes through
CrossTower’s support team. If CrossTower cannot resolve the dispute through CrossTower’s support team, you
and CrossTower agree that any dispute arising under this Agreement shall be finally settled in binding
arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for
arbitration of consumer-related disputes. You and CrossTower hereby expressly waive trial by jury and any
right to participate in a class action lawsuit or class-wide arbitration, except that each party retains the
right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other
equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or
misappropriation of a party’s proprietary rights, including copyrights, trademarks, trade secrets, database
rights, patents, and fruits of labor, skill, or money protected under common law principles of unfair
competition. You and CrossTower agree that the arbitration will be conducted by a single, neutral arbitrator
and shall take place in the county or parish in which you reside, or another mutually agreeable location,
within reason and in the English language. The arbitrator may award any relief that a court of competent
jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be
enforced in any court. At your written request, hearings may be conducted in person or by telephone and the
arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The
prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and
attorneys’ fees. If the arbitrator or arbitration administrator would impose filing fees or other
administrative costs on you, CrossTower may reimburse you, upon request, to the extent such fees or costs
would exceed those that you would otherwise have to pay if you were proceeding instead in a court.
CrossTower may also pay additional fees or costs if required to do so by the arbitration administrator’s
rules or applicable law. Apart from the foregoing, each party will be responsible for any other fees or
costs, such as attorney fees that the party may incur.
14. Compliance with Laws.
You must comply with all applicable laws in using the Market Data and you will cooperate with CrossTower to
enable CrossTower to comply with applicable laws, and any governmental, regulatory or other investigations,
audits, or proceedings related to the Market Data.
15. Assignment and Delegation.
You may not assign or delegate any of your rights or obligations under these Terms to anyone without
CrossTower’s prior written consent, such consent can be withheld for any reason or no reason at all, and any
assignment or delegation in violation of this paragraph will be null and void. CrossTower may freely assign
its rights or delegate its obligations under this Agreement, including in connection with any merger,
acquisition, asset sale, any combination of the foregoing or any other business-related transaction. Subject
to the foregoing, this Agreement will bind and inure to the benefit of you and CrossTower, and your and
CrossTower’s respective successors and permitted assigns.
In the event any part of these Terms is deemed unenforceable, you and CrossTower authorize a court of
competent jurisdiction to make the necessary modifications to comply with existing law, in a manner most
closely representing the original intent of CrossTower and you as expressed in these Terms.
Licensing & Regulation
CrossTower values its customers and strives to provide a products and services with the protections and controls of a regulated entity. CrossTower’s licensing department is committed to securing appropriate regulatory approvals in all applicable jurisdictions.