Exchange Connection Terms

1. Parties

These Exchange Connection Terms (the "Terms") are entered into between:

ZoneX AG, CHE-192.381.383, a Swiss stock corporation (Aktiengesellschaft) with registered office in the Canton of Zug, Switzerland, and registered address at Bahnhofstrasse 21, 6300 Zug, Switzerland (the "Company"); and

the individual or legal entity that authorises a connection between a third-party exchange account and the ZoneX Terminal (the "User").

By completing the electronic acceptance control, the User expressly agrees to these Terms. These Terms may be concluded electronically to the extent permitted by applicable law. The Company shall retain a record of the accepted version, the User account and the time of acceptance.

2. Definitions

In these Terms:

"Exchange" means a supported third-party cryptocurrency trading venue.

"Linked Account" means an Exchange account in respect of which the User has supplied Venue API Credentials to the Company.

"Official Documents" means the Terms of Use, Privacy Policy, Risk Disclosure, Cookie Policy, Refund Policy, AML Policy, Complaints Procedure and any other agreement or policy of the Company presented for acceptance, including these Terms.

"Terminal" means the Company's multi-exchange trading software.

"Terms of Use" means the Company's Terms of Use published at https://zonex.pro/en/terms, as updated from time to time.

"Venue API Credentials" means the application-programming-interface identifier, secret and, where required by the Exchange, passphrase issued by that Exchange and supplied by the User to the Company.

3. Scope and relationship to other documents

3.1 These Terms govern solely the establishment, maintenance and use of a connection between a Linked Account and the Terminal for the purpose of the User trading assets held on that Exchange.

3.2 These Terms do not govern: (a) participation in a Challenge, which requires no Venue API Credentials; (b) any Funded Trader Arrangement; or (c) keys issued by the Company for the ZoneX Trade API.

3.3 These Terms form part of the Official Documents and supplement the Terms of Use. In the event of conflict on a matter concerning Venue API Credentials or a Linked Account, these Terms prevail. In all other respects the Terms of Use prevail. Frequently asked questions, help articles, marketing materials and support communications are not binding.

4. Acceptance

4.1 Acceptance is given once per User account, on the first occasion on which a Linked Account is created. That acceptance applies to each subsequent Linked Account created, replaced or re-established on the same User account, unless and until a later version of these Terms is presented for acceptance. The version accepted by the User shall remain available to the User electronically, or shall otherwise be made available upon request.

4.2 If the User does not accept these Terms, the User shall not supply Venue API Credentials. Use of a Challenge is unaffected.

4.3 The Company may refuse to establish or maintain a Linked Account without giving reasons, including on eligibility, sanctions, security or Exchange-related grounds as provided in the Terms of Use.

5. Nature of the service

5.1 The Terminal is software through which the User may connect a Linked Account. By establishing a Linked Account, the User authorises the Company to use the Venue API Credentials to obtain information from the Exchange and to transmit, amend and cancel trading instructions at the Exchange when instructed by the User through the Terminal.

5.2 Execution, matching, margin, liquidation, fees, funding and settlement occur at the Exchange under the Exchange's rules. The Company does not operate the Exchange account, does not hold the User's assets, does not execute orders as broker or principal, and does not act as the User’s broker, custodian, investment manager or counterparty in respect of the Linked Account. Nothing in these Terms constitutes investment, financial, legal or tax advice.

5.3 Assets in a Linked Account remain at the Exchange. They are not transferred to, deposited with or held by the Company.

5.4 Access to the Terminal is provided without charge. Optional paid Terminal features, and all fees and charges of the Exchange, remain payable as applicable. Establishment of a Linked Account is not a Challenge purchase and does not create a Funded Trader Arrangement.

5.5 Company registration is not financial-services authorisation.

6. Venue API Credentials and permissions

6.1 The User shall supply Venue API Credentials only for an Exchange account that the User owns or is authorised to bind.

6.2 The User shall configure those credentials so that they permit trading and the reading of balances, positions and orders, and so that they do not permit withdrawals, transfers, payments or any movement of assets off the Exchange account.

6.3 The Company is not obliged to verify the permission set configured at the Exchange. The User remains responsible for that configuration. The User must not provide Venue API Credentials that permit withdrawals, transfers, payments or other movement of assets from the Exchange account. If such permissions are detected, the Company may immediately refuse, suspend or terminate the connection and delete the relevant Venue API Credentials.

6.4 Where the Exchange permits restriction of credentials to named network addresses, the User shall apply the addresses notified by the Company and shall not use those credentials from any other infrastructure.

6.5 The User should create Venue API Credentials dedicated exclusively to the Terminal and must not knowingly permit another person or system to use those credentials where doing so could compromise the security, integrity or reliable operation of the Linked Account.

6.6 The User shall select the Exchange environment that corresponds to the credentials. Credentials issued for a live environment operate against actual assets. Credentials issued for a demonstration or test environment operate against the Exchange's non-live balances. The two are not interchangeable.

6.7 The User may revoke the credentials at the Exchange at any time. Revocation terminates the Company's ability to act on the Linked Account from the time the Exchange gives effect to the revocation.

7. Use of credentials by the Company

7.1 The Company shall store Venue API Credentials using encryption and organisational measures appropriate to the nature of the data, and shall use them only:

(a) to carry out instructions given through the Terminal in respect of the Linked Account;

(b) to read and reconcile account, order, position and balance data;

(c) to operate, secure, bill and enforce the Services; and

(d) as otherwise described in the Privacy Policy.

7.2 The Company shall apply technical and organisational security measures appropriate to the risks associated with the Venue API Credentials. No method of electronic storage, transmission or security can be guaranteed to be completely secure

7.3 The Company shall not use Venue API Credentials to withdraw or transfer assets from the Exchange.

7.4 Processing of personal data in connection with a Linked Account is governed by the Privacy Policy and the Swiss Federal Act on Data Protection.

8. Records and the Exchange as source of truth

8.1 The Terminal maintains a working copy of Linked Account data. The Company reconciles that copy with the Exchange periodically.

8.2 The records of the Exchange are conclusive as to the existence and state of orders, positions, balances and fills at that Exchange. Where the working copy and the Exchange differ, the Exchange prevails. The User shall review any divergence reported by the Terminal and shall take such steps at the Exchange as the User considers necessary.

8.3 Data displayed in the Terminal, including quotations and charts, may be delayed, incomplete or different from the Exchange. No displayed figure constitutes a representation that the corresponding interest exists at the Exchange.

8.4 API communications may be delayed, interrupted, duplicated, rejected or return an unknown or incomplete order state. An instruction displayed by the Terminal as submitted, pending, cancelled or otherwise processed may differ from the state recorded by the Exchange. The User must verify material orders and positions directly with the Exchange where there is uncertainty or a reported divergence.

9. Replacement and detachment

9.1 Venue API Credentials cannot be edited in place. If credentials are rotated, refused or compromised, the User shall establish a new Linked Account with the replacement credentials and detach the former Linked Account.

9.2 Detachment removes the stored Venue API Credentials and disables trading through that Linked Account. Historical records may be retained as provided in the Privacy Policy and the Terms of Use.

9.3 Detachment, revocation of Venue API Credentials, suspension or termination of the connection, or unavailability of the Terminal does not necessarily cancel working orders, close open positions, reduce exposure or otherwise alter the state of the Exchange account. The User remains responsible for monitoring and, where necessary, managing the Linked Account directly at the Exchange.

10. User obligations

The User shall:

(a) comply with the terms, eligibility rules, API rules and fee schedule of each relevant Exchange;

(b) keep Venue API Credentials and Terminal login details confidential;

(c) revoke compromised credentials at the Exchange without delay;

(d) remain responsible for every instruction submitted through the Terminal in respect of a Linked Account, including any instruction submitted by a person who has obtained access to the User's Terminal login;

(e) maintain an independent means of accessing the Exchange in order to manage risk if the Terminal or the connection is unavailable;

(f) verify orders, positions and balances directly at the Exchange whenever the Terminal reports an error, disconnection, divergence or uncertain order status;

(g) treat a live-environment connection as exposing actual assets to market, leverage, liquidation and Exchange risk; and

(h) discharge all tax and reporting obligations arising from activity on the Linked Account.

11. Representations

The User represents and warrants, on a continuing basis, that:

(a) the User is at least eighteen years of age and has capacity to contract;

(b) the User is not a Prohibited Person and is not located in, resident in, ordinarily resident in or incorporated in a Restricted Jurisdiction, in each case as defined in the Terms of Use;

(c) the User is authorised to bind the Exchange account and to instruct trading on it; and

(d) the information supplied in connection with the Linked Account is accurate.

12. Prohibited conduct

The User shall not:

(a) permit any unauthorised person to trade, access or manage a Linked Account or the User’s Terminal account;

(b) sell, assign, share or otherwise transfer a Linked Account or Venue API Credentials;

(c) supply credentials that permit withdrawal or transfer of assets;

(d) use a Linked Account for money laundering, sanctions evasion or any other unlawful purpose; or

(e) circumvent eligibility, sanctions or access controls.

Breach of this Section is a material breach of these Terms and of the Terms of Use.

13. Risk and no warranty

13.1 Trading through a Linked Account may result in the rapid and total loss of assets held at the Exchange. The Risk Disclosure, including the provisions on standalone Terminal use and on Exchange and technology risk, applies.

13.2 The Terminal and each connection are provided ‘as is’ and ‘as available’. Subject always to liability that cannot lawfully be excluded or limited, the Company gives no warranty as to uninterrupted availability, latency, correctness or completeness of data, continued support of any Exchange, or the acceptance, execution, price or fill of any order.

13.3 The Company does not control, and is not responsible for, the acts, omissions, insolvency, security incidents, API changes, outages, rollbacks, fee changes, delistings or restrictions of any Exchange.

13.4 The Company does not provide investment advice. The User is solely responsible for trading decisions.

14. Liability and indemnity

14.1 The exclusions and limitations of liability contained in the Terms of Use apply to these Terms and each Linked Account. Nothing in these Terms excludes or limits liability to the extent that such exclusion or limitation is prohibited by mandatory Swiss law, including liability for unlawful intent or gross negligence.

14.2 Subject to Section 14.1 and to the maximum extent permitted by applicable law, the Company is not liable for loss arising from trading on a Linked Account, from unavailability of the Terminal or of an Exchange, from divergence between Terminal data and Exchange data, from the User's configuration of Venue API Credentials, or from use of credentials that have left the User's control.

14.3 To the extent permitted by applicable law, the User shall indemnify the Company and its directors, officers and employees against third-party claims, losses, damages and reasonable legal costs arising directly from: (a) the User’s material breach of these Terms; (b) the User’s unlawful use of a Linked Account; (c) the User’s unauthorised sharing or transfer of Venue API Credentials; or (d) the User’s material breach of the applicable Exchange’s terms. This indemnity does not apply to the extent that the relevant claim or loss was caused by the Company’s unlawful intent or gross negligence.

15. Suspension and termination

15.1 The User may detach a Linked Account at any time.

15.2 The Company may refuse, suspend or terminate a connection, and may delete stored Venue API Credentials, where reasonably required for security, eligibility, sanctions, fraud prevention, compliance with Exchange requirements, or breach of an Official Document.

15.3 Sections 3, 8.2, 13, 14, 16 and 17 survive termination.

16. Amendments

The Company may amend these Terms from time to time. The revised Terms shall state their effective date and shall be published in the Legal Centre. Where an amendment materially affects the User’s contractual rights or obligations, the Company shall provide reasonable notice and, where appropriate, require acceptance of the revised Terms before the User establishes a new Linked Account or continues using an existing Linked Account after the stated effective date. Changes reasonably required by law, sanctions requirements, security threats, fraud prevention, Exchange requirements or market-integrity considerations may take effect on shorter notice or immediately where reasonably necessary. Changes shall not retroactively alter rights or obligations that accrued before their effective date unless required by applicable law.

17. General

17.1 These Terms are governed by the substantive laws of Switzerland, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

17.2 Subject to mandatory statutory places of jurisdiction, the competent courts of the Canton of Zug, Switzerland, shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms. Nothing in this Section limits any mandatory place of jurisdiction available to a consumer under applicable law. The Company may seek provisional, protective or injunctive relief in any court of competent jurisdiction where permitted by law.

17.3 These Terms are drawn up in English. Translations may be provided for convenience. To the extent permitted by applicable law, the English version prevails in the event of inconsistency.

17.4 If a provision is held unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. The remainder continues in force. A failure to enforce a provision is not a waiver. The User may not assign these Terms. The Company may assign them to an affiliate or successor.

17.5 Notices to the Company under these Terms shall be sent to legal@zonex.pro. Operational notices may be sent to dev@zonex.pro. Notices to the User may be sent to the address recorded on the User account or given in the Terminal.

17.6 These Terms, together with the Official Documents insofar as applicable, constitute the agreement between the Company and the User concerning the establishment and use of Linked Accounts and supersede prior representations or communications concerning that subject. Nothing in this Section excludes liability for fraudulent misrepresentation.

18. Company details

ZoneX AG

Company number: CHE-192.381.383

Registration number: CH 170.3.042.672

Registered address: Bahnhofstrasse 21, 6300 Zug, Switzerland

Legal: legal@zonex.pro

Support: contact@zonex.pro

End of Terms