ASTRA CUSTOMER AGREEMENT

 

a. INTRODUCTION

 

1. This agreement is between you (hereinafter “you”, “your” or “user”) and Astra Global Technology Limited (“Astra”, “we”, “our”, or “us”), and governs participation in trading activities and products as maintained and enforced by Astra. By accessing, using or clicking “I agree” to any of the Services made available by Astra, you agree that you have read, understood and acknowledged all the terms and conditions contained in this agreement (“Terms”), as well as any risk disclosures, and such other terms, agreements, notices, etc., as may from time to time be presented to you and amended by us is our discretion. In addition, when using some functions of our Services, you will also need to comply with the additional terms and conditions applicable to these functions.

 

2. PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THESE TERMS CONTAINS IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN CLAUSE 15 BELOW. AS WITH ANY ASSET, THE VALUE OF DIGITAL ASSETS CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU WILL LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL ASSETS. BY USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT:
    
   -YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTING IN DIGITAL ASSETS;
   -YOU ASSUME ALL RISKS WITH RESPECT TO YOUR USE OF THE SERVICES AND TRADING IN DIGITAL ASSETS AND;
   -ASTRA IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.

 

BY ACCESSING, USING OR ATTEMPTING TO USE THE SERVICES IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

 

b. AGREEMENT CONDITIONS

 

Astra reserves the right to modify or change the Terms at any time and at its sole discretion. Astra will provide notice of these changes by updating the revised Terms and changing the “[Last revised:]” date on this page. Any and all modifications or changes to these Terms will be effective immediately upon being announced or released to users. As such, your continued use of the Services acts as acceptance of the amended agreement and rules. If you do not agree to any modification to these Terms, you must stop using the Services. Astra encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.

 

 

c. ELIGIBILITY 

1. Only Users who have completed KYC are eligible to access the Services. Where access is provided through a third-party broker or platform, we may, at our discretion, rely on KYC verification performed by such third parties, provided they meet our compliance standards.

 

2. You understand and agree that the information and Services provided by Astra are not provided to, and may not be used by or for the benefit of, any individual or entity in any jurisdiction where the provision or use thereof would be contrary to any applicable law, or where we are not authorized to provide such information and Services.

 

3. You understand and acknowledge that if it is determined that you have given false representations of your location or place of residence, we reserve the right to take any appropriate actions in compliance with this restriction or in compliance with the law of a relevant jurisdiction, including termination of any services immediately and liquidating any open positions.

 

4. By using our Services, you represent and warrant that you:

 

-are at least 18 years old or of legal age to form a binding contract under applicable law;

 

-are an individual or legal person with full legal capacity and authority to enter into these Terms; and

 

-have not been previously suspended or removed from using our Services.

 

-Where you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity.

 

d. PRODUCTS AND SERVICES

 

1. Astra provides services that allows you to trade both spot tokens and perpetual futures referencing the following asset classes:

 

-foreign currencies (FX);

-commodities;

-stocks, and

-other products with any one or more of the above as underlying components (e.g. indices)

(collectively, the “Services”)

 

2. Please note that certain instruments may be synthetic in nature and do not confer any ownership or rights in the underlying assets. Astra does not make any representation or warranty with regards to any such rights and accordingly, you shall have no recourse to Astra in connection with the same.

 

e. ORDERS

 

1. Orders

Upon placing an instruction to effect a trade using the Services offered (an “Order”), your Order will be included in our order book for matching with Orders from other users. If all or a portion of your Order is matched with another user, the Services will execute an exchange (a “Trade”). Upon execution of a Trade, you will be informed that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled in accordance with Clause (5.2) below. For purposes of effectuating a Trade, you authorize Astra to take temporary control of the digital asset that you are disposing of in the Trade.

2. Cancellations

You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for Astra to complete such Order. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Astra reserves the right to refuse any cancellation request associated with an Order after you have submitted such Order. If you have an insufficient amount of digital assets to fulfill an Order, Astra may cancel the entire Order or may fulfill a partial Order that can be covered by the digital assets (in each case after deducting any fees payable to Astra in connection with the Trade as described in Clause (5.3) below).

3. Fees

You agree to pay Astra the fees set out at the point which your Order is placed. These fees may be updated from time to time in Astra’s sole discretion. Any such updated fees will apply prospectively to any Trades or other transactions that take place following the effective date of such updated fees. You authorize Astra to deduct any amounts from you for any applicable fees owed by you under these Terms. Should there be insufficient digital assets for the deduction of fees due and owing to Astra under this provision, you agree that you shall ensure the availability of such digital assets as soon as possible (and in no event later than three (3) working days after such fees become payable) as to enable Astra to deduct the appropriate fees. Failure to do so will entitle Astra at its own absolute discretion to suspend, or cancel the Services t and treat the unpaid fees as a debt owing by you to Astra and thereby an amount recoverable from you by any legal means available to Astra. Any interest on unpaid fees, as well as any and all costs and charges arising from the recovery actions of unpaid fees, shall be solely borne by you and payable to Astra on an indemnity basis.

 

f. FUTURES TRADING

 

1. Futures trading may be available as part of our Services (depending on a particular product) and subject to our discretion. You may be required to post digital assets as collateral (“margin”) to open and maintain a position in futures trading.

 

2. Futures trading is highly risky. By utilising any Services that involve futures trading,

you acknowledge and agree that you shall access and use the service at your own risk:

 

-Trading markets are extremely volatile and shift quickly in terms of liquidity, market depth, and trading dynamics. The use of leverage can work against you as well as for you and can lead to large losses as well as gains.

 

-Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, there is insufficient liquidity in the market or due to technical issues on Astra.

 

-Placing contingent orders will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.

 

-There is no guaranteed measure against losses on futures trading. You may sustain a total loss beyond what you have provided as margin.

 

3. Further, by electing to utilise any futures trading service:

 

-You represent and warrant that you understand the risks associated with futures trading and are solely responsible and liable for any and all trading and non-trading activity on Astra. Do not enter into a transaction or invest funds that are above your financial abilities.

 

-You are solely responsible and liable for knowing the true status of any position, even if presented incorrectly by Astra at any time.

 

-You agree to post and maintain, a sufficient amount of margin, as required by Astra for you to engage in futures trading. Failure to maintain sufficient margin or failure to meet your obligations may result in the forced-liquidation of digital assets held as margin.

 

-Astra cannot guarantee to stop losses even with the ability to force-liquidate any of your positions. If, after your positions are liquidated, your digital assets are insufficient to cover your obligations, you are still responsible for any additional shortfall.

 

-Astra may, in its sole discretion, perform measures to mitigate potential losses to you on your behalf, including, but not limited to, reallocating remaining margin from liquidated positions in accordance with our Services.

 

-In the event of any system maintenance by Astra, you agree that you are solely responsible and liable for managing your open positions, including but not limited to, keeping or closing your positions.

 

-You agree that you conduct all trading, and/or borrowing on your own account and claim full responsibility for your activities. Astra does not take any responsibility for any loss or damage incurred as a result of your use of any services or your failure to understand the risks associated with digital assets use generally or your use of our Services.

 

-You are aware that on liquidation, all open orders are immediately cancelled. You may lose all your positions and all the digital assets utilised as margin. If Astra cannot close all the positions on liquidation, the insurance fund and / or counterparty-liquidation mechanisms will take effect. Astra takes reasonable measures to avoid counterparty liquidation to minimize the potential impact of any counterparty liquidation when it does occur. Unfortunately, due to the volatility in the markets, and the high leverage offered, it is not possible to fully avoid this possibility. In order to provide the best possible client experience, we strive to keep counterparty liquidations to an absolute minimum.

 

-Due to network delay, computer system failures and other force majeure, which may lead to delay, suspension or deviation of service execution, Astra will use commercially reasonable effort to ensure (but provides no guarantee or promise) that Astra’s service execution system runs stably and effectively. Astra does not take any responsibility if the final execution doesn’t match your expectations due to the above factors.

 

g. TRADING RULES

 

1. Users are forbidden from using multiple identities and aliases across different devices to engage in illegal arbitrage (including but not limited to earning trading fees, commissions, bonuses, hedging, etc.). Astra will take corresponding measures for users who have been detected to be illegally arbitraging in the system. Measures include (but not limited to) restricting access to the Services, freezing assets, requesting KYC, and more.

 

2. To ensure the normal trading experience of ordinary users, Astra reserves the right to exercise the following measures for users who are detected by the system to use ultra-short-term trading (ultra-short-term frequent opening and closing positions):

 

-Immediately terminate your access to the Services;

 

-Invalidate all Trades that constitute ultra-short-term trading activities (i.e. treating such Trades as null and void, as if they never occurred);  

 

-Increase your position time (that is, you can only close the position after a period of time); or

 

-Such other measure that Astra deems appropriate in order to protect its interests.

 

3. Astra strictly prohibits unfair trading behaviour. Astra reserves the right at its sole discretion, to take any measures as it sees fit in relation to your use of Services in the event it determines in its sole discretion that you have done any of the following:

 

-Participated in price manipulation or any other malicious market behaviour;

 

-Exploited any vulnerabilities of the Services or other unreasonable means to harm the interests of other users or Astra;

 

-Participated in any other activities that Astra deems in its discretion, to be unfair trading behaviour.

 

-Users who are either professional broker/dealers or employees of such a broker/dealers under their respective in-country laws and regulations, shall no later than 24 hours notify Astra in writing of such status. Failure to do so will result in indefinite suspension or termination of access to the Services as well as confiscation of all digital assets and trading profits from any use of the Services. Users will continue to be liable for loss and damage suffered by Astra due to the user's breach of any professional ethics or licensing regulations by continued use of the Services without proper and necessary disclosure.

 

-Where Astra discovers that a user has accessed the Services through illegal, fraudulent, unauthorised means, or by any other means that Astra, in its sole discretion, deems to breach these Terms, Astra reserves the absolute right to confiscate all assets as well as trading profits from any user activity, and to block the user from further accessing the Services for as long as Astra deems fit in its sole and absolute discretion.

 

6. Astra strictly prohibits users from cracking the interface protocol or use unauthorised methods to interact with the program API (except for public API interface files). Once discovered, Astra reserves the right to exercise the following measures:

 

-prohibit submitting Orders permanently or within a certain time;

 

-deem all API transaction Orders and/or Trades as invalid (i.e. treating such Orders and/or Trades as null and void, as if they never occurred ).

 

-close all API transaction Orders based on current market prices.

 

 

 

h.AMENDMENTS 

We may make changes to these Terms from time to time. For example, we might need to add new terms, or amend existing terms to reflect changes in:

 

1. our business, services or products or how we provide them;

 

2. the systems we use; and/or

 

3. applicable laws, regulation or industry recommendations.

 

 

2. We may also make changes for reasons not set out here.

 

3. If we add a new term or change an existing term in these Terms an, we will take reasonable steps to provide you with appropriate notice, including via our website. You will be deemed to accept and agree to the changes if you continue to use the Services after the publication of any changes.

 

4. We may modify, suspend or discontinue, temporarily or permanently, all or any part of our services with or without notice. We reserve the right, at any time and for any reason, to discontinue, redesign, modify, enhance, change, patch the software, , and/or the Services, including without limitation, the structure, specifications, 'look and feel', navigation, features and other elements of the software and/or the services or any part thereof. You agree that we will not be liable to you or to any third party (for whom you may be acting) for any modification, suspension or discontinuance of all or any part of our services.

 

 

 

i: LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, ASTRA’S MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ASTRA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

ASTRA EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.

WITHOUT LIMITING THE FOREGOING, ASTRA DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR Astra MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Astra 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 SERVICES.

WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT ASTRA 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,

(C) INTERRUPTION IN ANY SUCH DATA AND

(D) ANY DAMAGES INCURRED BY ANOTHER USER’S ACTIONS, OMISSIONS OR VIOLATION OF THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ASTRA, AND ITS SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF Astra, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF ASTRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF ASTRA’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF ASTRA AND ITS RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ASTRA WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO ASTRA IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

 

j. SEVERABILITY 

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court or competent authority, the remaining provisions shall remain in full force and effect. Any invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, consistent with the original intent.

 

 

k. INTELLECTUAL PROPERTY

 

1. All intellectual property rights in Astra’s Services), including but not limited to copyrights, trade marks, service marks, trade names, logos, software, interface design, source code, layouts, and any derivative works, are owned by Astra, its affiliates, or its licensors and are protected under applicable intellectual property laws and treaties.

 

2. Astra grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for personal or internal business use only, in accordance with these Terms.

 

3. You may not, without prior written consent from Astra:

 

-modify, reproduce, distribute, or commercially exploit any part of its Services or its content;

 

-Reverse engineer, decompile, or attempt to extract source code relating to the Services;

 

-Remove or alter any proprietary notices or branding;

 

-Use Astra’s intellectual property in a way that implies endorsement or affiliation.

 

4. Any feedback or suggestions you submit to Astra may be used by Astra without restriction, and you hereby assign any rights you may have in such feedback to Astra.

 

l: DATA PROTECTION AND PRIVACY

 

By using Astra’s Services, you consent to the collection, use, and transfer of your personal information, including transfers outside your jurisdiction where necessary to comply with legal obligations or for the functioning of the Services.

 

m. TAXATION

You are solely responsible for determining and fulfilling your tax obligations in your jurisdiction arising from your use of the Services. Astra may withhold or report taxes if required under applicable law, but it does not provide tax advice or assume any liability for your individual tax obligations.

 

n.NO THIRD PARTY RIGHTS

These Terms do not confer any rights on any third party, whether under contract law or otherwise, unless expressly stated.

 

o. GOVERNING LAW AND JURISDICTION

 

1. These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

 

 

2. You and Astra agree to resolve any claims relating to these Terms (including any question regarding its existence, validity, termination, or any services or products provided and any representations made by us) through final and binding arbitration, except as set forth.

 

3. Before filing a claim, you agree to try to resolve the dispute informally by contacting the Astra team first through the relevant contact details provided to you. If we are not able to resolve your claims within 60 days of receiving the notice, you may seek relief through arbitration or in the Small Claims Tribunals of Hong Kong (“SCT”), as set forth below.

 

4. Either you or Astra may submit a dispute (after having made good faith efforts to resolve such dispute in accordance with Clause 15.3 above) for final, binding resolution by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”), under the HKIAC Administered Arbitration Rules which are deemed to be incorporated by reference. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the HKIAC. The language of the arbitration hearings shall be English and the seat, or legal place, of arbitration shall be Hong Kong. Judgment on any arbitral award may be entered in any court having jurisdiction over the party (or the assets of the party) due and owing such award.

 

 

 

 

p.MISCELLANEOUS

 

1. Independent Parties: Astra is an independent contractor and not an agent of you in the performance of these Terms. These Terms not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties.

 

2. Entire Agreement: These Terms constitute the entire agreement between the parties regarding use of the Services and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.

 

3. Force Majeure: Astra will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Astra’s reasonable control.

 

4. Severability: If any portion of these Terms are held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

 

5. Assignment: You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. Astra may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

 

6. Waiver: The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

 

7. Third-Party Website Disclaimer: Any links to third-party websites (including websites and platforms with whom Astra has partnered) from the Services does not imply endorsement by Astra of any products, services or information presented therein, nor does Astra guarantee the accuracy of the information contained on them. In addition, since Astra has no control over the terms of use or privacy practices of third-party websites, you should read and understand those policies carefully.

 

q. LANGUAGE OF USE

This Customer Agreement may be published in different languages. In case of any discrepancy, please refer to the English version.