Terms of Service

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE FOR THIS WEB SITE (“TERMS”) BEFORE USING THIS SITE.

BY CONTINUING TO ACCESS, LINK TO, OR USE THIS SITE, OR ANY SERVICE ON THIS SITE, YOU SIGNIFY YOUR ACCEPTANCE OF THE TERMS, INCLUDING WITHOUT LIMITATION, PARAGRAPH 12 (LIMITATION OF LIABILITY)

1. General

1.1 These Terms set forth the legal terms and conditions governing your use of our website located at [http://www.wintermute.com/] (the Website) and any other online and mobile websites, blogs and interactive applications operated by Wintermute Trading Limited (Wintermute, we, us or our) (unless a different policy is provided on a particular site, application or service, in which case such different policy shall govern and control).

1.2 We reserve the right to amend, remove, or add to the Terms at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the Terms whenever accessing, linking to, or using the Website. For changes to these Terms that we deem material, we will place a notice on http://www.wintermute.com/ by revising the link on the homepage to read substantially as “Updated Terms of Use” for an amount of time that we determine in our discretion. Your access, linking to, or use of the site, or any service on the Website, after the posting of modifications to the Terms WILL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS, as modified. If, at any time, you do not wish to accept the Terms, you may not access, link to, or use the site. Any terms and conditions proposed by you which are in addition to or which conflict with the Terms are expressly rejected by Wintermute and shall be of no force or effect.

1.3 The Website is a site operated by Wintermute Trading Limited, which is a company registered in England and Wales under company number 10882520 and has its registered office at 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT. —> change address to Milton Gate, 60 Chiswell Street, London, United Kingdom, EC1Y 4AG

1.4 Wintermute Trading Ltd and Wintermute Asia Pte. Ltd do not engage in the management of any cryptoassets or fiat currency on behalf of investors, nor do they hold fiat currency or cryptoassets on behalf of investors or customers. Neither Wintermute Trading Ltd nor Wintermute Asia Pte. Ltd are authorised or regulated by any regulatory authority, meaning any party trading with either Wintermute Trading Ltd or Wintermute Asia Pte. Ltd may not benefit from the protections typically provided when trading with regulated entities, such as any compensation or ombudsman schemes.

1.5 Wintermute Trading Ltd has been granted a temporary registration with the Financial Conduct Authority to act as a cryptoassets exchange provider under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as amended whilst its application for registration is considered by the Financial Conduct Authority.

1.6 To contact us regarding these terms, please email compliance@wintermute.com.

2. Acceptance of these Terms

2.1 By using the Website, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use the Website.

3. Additional terms

3.1 These Terms refer to the following additional terms, which also apply to your use of the Website:

(a) our Privacy Policy.

(b) our Cookie Policy, which sets out information about the cookies on the Website.

3.2 Access to our OTC Trading service and Liquidity Provisioning service (Premium Services) is conditional on signature of a separate agreement (the Premium Agreement). If you wish to access the Premium Services, please contact us using the details set out in paragraph 1.6 (General) above.

3.3 In the event of conflict between these Terms and any Premium Agreement, the terms of the Premium Agreement shall apply.

3.4 In respect of access to the Premium Services granted on a view-only basis, you shall not attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Premium Services.

4. Changes to the Website

4.1 We may update and change the Website to reflect changes to the products and services it offers.

5. Suspension or withdrawal of the Website

5.1 With the exception of the Premium Services, the Website is made available free of charge.

5.2 Wintermute does not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

5.3 You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.

6. Transfer of rights

6.1 Wintermute may transfer its rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and will ensure that the transfer will not affect your rights under these Terms.

7. User accounts

7.1 When you choose, or you are provided with, a username, password or any other piece of information as part of Wintermute’s security procedures, you must treat such information as confidential. You must not disclose it to any third party.

7.2 We have the right to disable any username or password, whether chosen by you or allocated by us, at any time, if in Wintermute’s reasonable opinion you have failed to comply with any of the provisions of these Terms.

8. Intellectual property

8.1 We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

8.2 You may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to content posted on the Website.

8.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

8.4 Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged (except where the content is user-generated).

8.5 You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

8.6 If you print off, copy, download, share or repost any part of the Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

8.7 You are not permitted to use any trade mark of Wintermute without our express written approval.

9. Restrictions on use

9.1 As a condition of you being given access to the Website, you shall not:

(a) do anything that could overburden or impair the functionality of, or put undue strain on the Website, including through denial of service, distributed denial of service or other attack;

(b) breach nor assist any third party to breach or attempt to breach any security measures used in connection with the Website;

(c) conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the Website or any services provided via, or in relation to, the Website. This includes using (or permitting, authorising or attempting the use of):

(i) any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same; or

(ii) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations;

(d) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the Website in any form or media or by any means;

(e) license, sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit or make the Website available to any third party; or

(f) attempt to obtain, or assist third parties in obtaining, access to the Website for unauthorised persons.

9.2 In addition to the restrictions in clause 9.1 above, as a condition of you being given access to the Website, you shall not use the Website:

(a) in any way that breaches any applicable local, national or international law or regulation;

(b) in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

(d) to bully, insult, intimidate or humiliate any person;

(e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or

(f) to upload terrorist content.

9.3 The provisions in this paragraph should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).

9.4 This paragraph shall not apply insofar as (but only to the extent that) Wintermute is unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.

10. Reliance on information on the Website

10.1 Unless the parties otherwise agree in writing, the content on the Website is:

(a) provided for general information only and does not constitute an offer or solicitation for the purchase of any cryptoassets or any form of financial instruments referencing cryptoassets;

(b) it is not intended to amount to advice on which you should rely; and

(c) is not directed at nor intended for distribution to, or use by, any person resident in any country or jurisdiction where such distribution or use would be contrary to local law or regulation.

10.2 You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

10.3 Although Wintermute makes reasonable efforts to update the information on the Website, unless the parties otherwise agree in writing, Wintermute makes no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date.

11. Links to other websites

11.1 Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

11.2 We have no control over the contents of those sites or resources.

12. Limitation of liability and disclaimer

12.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

12.2 Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products or services to you, which will be set out in the relevant terms and conditions of supply for that product or service.

12.3 We exclude all implied conditions, warranties, representations or other terms that may apply to the Website or any content on it.

12.4 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) use of, or inability to use, the Website; or

(b) use of or reliance on any content displayed on the Website.

12.5 In particular, we will not be liable for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(d) loss of business opportunity, goodwill or reputation; or

(e) any indirect or consequential loss or damage.

13. Viruses

13.1 We do not guarantee that the Website will be secure or free from bugs or viruses.

13.2 You are responsible for configuring your information technology, computer programmes and platform to access the Website. You should use your own virus protection software.

13.3 You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and Wintermute will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website will cease immediately.

14. Use of personal information

14.1 We will only use your personal information as set out in our Privacy Policy.

15. Linking to the Website

15.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

15.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

15.3 You must not establish a link to the Website in any website that is not owned by you.

15.4 The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the home page.

15.5 We reserve the right to withdraw linking permission without notice.

15.6 If you wish to link to or make any use of content on the Website other than that set out above, please contact us using the details set out in paragraph 1.6 (General) above.

16. Governing law and jurisdiction

16.1 These Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law

16.2 The parties to these Terms both agree that the courts of England and Wales will have exclusive jurisdiction (except that, if you are a consumer (i.e. you are not accessing the Website in the course of business, trade or profession) and are a resident of: (i) Northern Ireland, you may also bring proceedings in Northern Ireland, or (ii) Scotland, you may also bring proceedings in Scotland).