Cypher Trading LTD Terms of Service

1 Introductory statement

1.1 The service provider under these terms and conditions (the "Terms of Use") is Cypher Trading LTD., a company incorporated under the laws of the Isle of Man (hereinafter referred to as "Cypher" or "we"), which provides the services described in Section 5 of this document through the website https://cyphertradingbot.com/ (the "Site"), including, but not limited to, software tools used for Automated Trading (as defined below) of cryptocurrencies held by the Client for the account and responsibility of the Client (the "Software"). The term "You" or "Client" refers to the person who visits or otherwise accesses or uses the Software. Collectively referred to as the "Parties".

1.2 For the provision of our services by way of Automated Trading (as defined below), the rights and obligations of the Parties in relation to the Software are sufficiently governed by these Terms of Use and the Privacy Policy.

1.3 The Terms of Use and Privacy Policy (as defined below) govern Your access to and use of the Software and constitute the entire and binding contract between You and Cypher with respect to the Software.

1.4 You should also review our Privacy Policy at https://Cyphertradingbot.com/privacy-policy/ , which is incorporated by reference into the Terms of Use. If you do not wish to be bound by these Terms of Use or the terms of our Privacy Policy, please do not access or use the Software.

1.5 THESE TERMS OF USE CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS IN CONNECTION WITH YOUR USE OF THE SOFTWARE PROVIDED BY Cypher. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SOFTWARE. BY USING THE SOFTWARE, YOU IMPLICITLY AGREE AND ACKNOWLEDGE THAT:

1.5.1 you have read and understood these Terms of Use and agree to be bound by these Terms of Use as they appear on each applicable date you use the Software.

1.5.2 you assume all obligations set forth herein;

1.5.3 you are of sufficient legal age and capacity to use the Software;

1.5.4 you are not under the control of a jurisdiction that expressly prohibits the use of similar Software;

1.5.5 you use the Software at your own discretion and under your own responsibility.

2 Subject matter of the Terms of Use

2.1 These Terms of Use apply between Cypher and the Client using the Software. The Software is made available to You via the Site on Your computer or mobile device.

2.2 These Terms of Use constitute a legally binding contract between You and Cypher covering the operation and provision of the Software. The Software is provided to individuals and entities with existing exchange account(s) and is intended to help better manage personal cryptocurrency holdings. You may not use the Software in any way to manage third party cryptocurrency holdings.

2.3 For the avoidance of doubt, Cypher does not in any way manage the Client’s assets using the Software or in any other way. The Client is solely and exclusively responsible for the management of its assets, with or without the use of the Software, and any recommendations, strategies or other indicative tools provided by Cypher to the Client under or in connection with the provision of the Software do not constitute investment or other financial advice, which, subject to the conditions set out in the relevant legislation, is only authorised by an accredited body, which Cypher is not. If the Client, based on his/her thorough discretion and after having first satisfactorily tested the reliability of the Software (which is always recommended to the Client when using such amount of funds, the possible loss or devaluation of which cannot endanger the Client’s subjective financial situation and financial health), the Client decides to use the Software to manage his/her assets in the form of Automated Cryptocurrency Trading on the Client’s account, set up on an exchange, using Cypher’s Software and linked via the API of the relevant exchange to the Client’s individual account – it is understood that the Client is solely responsible for any investment decision, including any trading order (including an order for Automated Trading) made by the Client. This is without prejudice to Cypher’s responsibility for ensuring the availability of the Software as described below.

3 Registration

3.1 By registering for an account with Cypher Trading LTD, you acknowledge that the company is a software provider, and its services are limited to providing software tools for automated trading. Cypher does not offer financial advice, asset management, or any other financial services. The software is designed solely for connecting to third-party accounts for trading purposes, where the Client retains full control over their assets. If you are accepting these Terms of Service on behalf of a legal entity, you confirm that you have the authority to bind such entity to these terms. If you do not have such authorization, you may not access or use the Software. For the avoidance of any doubt, Cypher Trading LTD does not carry out any "convertible virtual currency activity" in the sense of the IOM Cryptocurrency Business Code (i.e. issuing, transmitting, transferring, providing safe custody or storage of, administering, managing, lending, buying, selling, exchanging or otherwise trading or intermediating convertible virtual currencies, including cryptocurrencies, virtual assets or similar concepts where the concept is accepted by persons as a means of payment of goods or services, a unit of account, a store of value or a commodity)

3.2 Prior to registration, you are solely responsible for ensuring that use of the Software in accordance with these Terms of Use in your jurisdiction of residence is permitted by applicable law. If such use is not permitted by law, You may not access or use the Software.

3.3 The following steps are required to register, create a Client Account (as defined below in Section 3.4.1) and access the Software:

3.3.1 Selecting a Subscription (as defined below);

3.3.2 Completing your name, email and payment details on the stripe.com payment gateway (or buy.stripe.com) and agreeing to these Terms of Use and Privacy Policy, which you can retrieve from the named links, acknowledge and confirm that you agree to.

3.3.3 Registration must then be completed by payment of the fee for use of the Software by You. The amount of this fee depends on the type of Subscription (as defined below) selected by You and is always communicated to You before You complete the registration. Upon payment of the fee, Your account (the "Client Account") will be activated and the Software will be made available to the extent and for the duration of the type of Subscription You have selected (and paid for) within the scope of Automated Trading and access to Cypher’s dashboard), according to the contractual arrangements agreed between You and Cypher in these Terms of Use.

3.3.5 After entering the password, you will be redirected to the "API Key Page" where you must fill in the Exchange (currently Binance Futures and Bybit Futures), API keys and risk profile in accordance with your risk aversion (High/Medium/Low).

3.3.6 From the moment Cypher activates your Client Account to access and use the Software, the registration process is complete.

3.3.7 In order to keep the Client Account active after the end of the first term of the Subscription and after the completion of the Client’s registration process, it is necessary for the Client to pay a periodic fee for the use and use of the Client Account and the Software ("Subscription Fee") in the amount of the Subscription Plan selected by the Client (the minimum duration of the Subscription Fee is 30 days). The form of payment of the Subscription Fee is set either monthly or annually, at the Client’s option. If the Client does not express a wish to terminate the Subscription before the end of the current Subscription Term, the Parties agree that for the next period after the end of the first Subscription Term, the Subscription shall be automatically renewed, with the following recurring payment feature being used to pay the Subscription for the next period, that on the expiry date of the original agreed Subscription Term, the same type of Subscription will be automatically renewed for a further equal period and the Client will be simultaneously charged for the Subscription from his/her bank account in accordance with the terms of the Payment Gateway (as defined in clause 6.5 below) to which the Client has given his/her prior consent by authorising a recurring payment on https://stripe.com . The prices for each Subscription Plan (tier) are subject to the current price list on the https://Cyphertradingbot.com/pricing website.

3.3.8 If the Client fails to pay the monthly or annual fee at the beginning of a new Subscription period, i.e. if payment for the new Subscription period is not received within 24 hours of the end of the previous Subscription period, the services of Cypher will be suspended until the fee is paid.

3.3.9 You may terminate the registration process at any time and/or suspend the process and resume it at a later date. At the same time, you can check for any errors in the information you have entered and correct them by changing your details if necessary.

3.3.10 Once a Client Account has been created, the Client will be requested to complete their Client Account profile and will be taken through various steps, including linking the Client’s Client Account to the Client’s existing account with the Cryptocurrency Exchange ("Linked Account").

3.3.11 Linking to Linked Account. In order to fully use the Automated Trading feature, you must have an account with a supported cryptocurrency exchange. Currently, the cryptocurrency exchanges of choice are Binance and Bybit. If you do not have an account with Binance exchange or Bybit exchange, you must register on their website www.binance.com or www.Bybit.com before you can use the Automated Trading service, and in each case you acknowledge that you are entering into a separate legal relationship with the selected cryptocurrency exchange service provider and are bound by their specific terms and conditions.

3.3.12 To link your Binance Futures Linked Account to your Client Account, you must log in to your Linked Account, create an "API key" and an "API secret key" on the Binance website in the "API Management" section of your Linked Account and insert these keys into your "Profile" in the "Settings" section available in the "Dashboard" at https://app.Cyphertradingbot.com/ . Click on the "Save" button to save your changes. For the proper functionality of the Automated Trading functionality, it is necessary to grant the Cypher Software the appropriate permissions to manage the Linked Account in the Linked Account settings, specifically in the "API Management" section. These necessary authorisations are the following: (i) "Enable Reading", (ii) "Enable Spot & Margin Trading" and also (iii) "Enable Futures", as the Client will also trade currency derivatives Futures via the Software, in each case it is the Client’s sole decision and responsibility whether and to what extent to grant the authorisation to the Cypher Software to operate its Linked Account. By granting the relevant authorisations to Cypher to access and operate the Client’s Linked Account, the Client agrees that automated trading operations will be carried out on the Linked Account through the Cypher Software for the account and responsibility of the Client, solely in accordance with the Client’s pre-selected risk profile. Depending on the Client’s chosen risk profile, Cypher will select an appropriate trading portfolio for the Client’s Automated Trading, which will consist of different trading strategies and weights between them, which portfolio will always be selected exclusively by the Company with regard to the Client’s risk profile, however, Cypher reserves the right to exclude any strategy from the relevant trading portfolio at any time at its own discretion, even without giving any reason. The Client will be notified of such a fact well in advance. The Client acknowledges that without granting the aforementioned authorizations to manage the Linked Account, Cypher cannot provide the Automated Trading Service to the Client. The Client may withdraw the previously granted authorisations for the Linked Account to Cypher at any time, however, in such case Cypher shall be entitled to immediately and without prior notice terminate the provision of the Automated Trading Service to the Client; this shall be without prejudice to the Client’s obligation to pay to Cypher the pro rata portion of the Subscription Fee to which it has been entitled up to that time in accordance with these Terms of Use.

3.3.13 To link your Bybit Futures Linked Account to your Client Account, you must log in to your Linked Account, create an "API Passphrase", an "API key" and an "API secret key" on the Bybit website in the "API Management" section of your Linked Account and insert these keys into your "Profile" in the "Settings" section available in the "Dashboard" at https://app.Cyphertradingbot.com/ . Click on the "Save" button to save your changes. For the proper functionality of the Automated Trading functionality, it is necessary to grant the Cypher Software the appropriate permissions to manage the Linked Account in the Linked Account settings, specifically in the "API Management " section. These necessary authorisations are the following: (i) Check "No" in the "IP Restriction" section, (ii) Enable "Futures Trading" in the "API Restrictions" section, as the Client will also trade currency derivatives Futures via the Software, in each case it is the Client’s sole decision and responsibility whether and to what extent to grant the authorisation to the Cypher Software to operate its Linked Account. By granting the relevant authorisations to Cypher to access and operate the Client’s Linked Account, the Client agrees that automated trading operations will be carried out on the Linked Account through the Cypher Software for the account and responsibility of the Client, solely in accordance with the Client’s pre-selected risk profile. Depending on the Client’s chosen risk profile, Cypher will select an appropriate trading portfolio for the Client’s Automated Trading, which will consist of different trading strategies and weights between them, which portfolio will always be selected exclusively by the Company with regard to the Client’s risk profile, however, Cypher reserves the right to exclude any strategy from the relevant trading portfolio at any time at its own discretion, even without giving any reason. The Client will be notified of such a fact well in advance. The Client acknowledges that without granting the aforementioned authorizations to manage the Linked Account, Cypher cannot provide the Automated Trading Service to the Client. The Client may withdraw the previously granted authorisations for the Linked Account to Cypher at any time, however, in such case Cypher shall be entitled to immediately and without prior notice terminate the provision of the Automated Trading Service to the Client; this shall be without prejudice to the Client’s obligation to pay to Cypher the pro rata portion of the Subscription Fee to which it has been entitled up to that time in accordance with these Terms of Use.

3.3.14 In any event, Cypher agrees to access the Linked Account solely and exclusively for the purpose of executing Automated Trading on the Linked Account via the internally developed unique Software used for algorithmic cryptocurrency trading in accordance with the Client’s pre-selected risk profile and the trading portfolio derived therefrom. In certain circumstances, we may revoke API keys for security reasons, which will require you to reconnect to your Linked Account.

3.3.15 As part of the registration process, you will be asked to provide us with certain information such as your email address and password. For more information about the information we collect, please see our Privacy Policy at https://Cyphertradingbot.com/privacy-policy . You must provide accurate, current and complete information about yourself and promptly update all information in your Profile to ensure that your Profile is accurate, current and complete. You may update or change your Client Account settings (i.e., Risk Profile and Exchange) at any time.

4 Using your Client Account to access the Software

4.1 The purpose and permitted use of Your Client Account and the Software

4.1.1 You may only use the Software for its intended purpose and permitted use. You acknowledge that, depending on the plan you have selected, the purpose of the Client Account is to provide you with access to the Software and, where applicable, to the Linked Account management tools. Any use for other purposes or specific misuse of the Software is not permitted. You agree that you will not use your Client Account or the Software for any purpose other than:

4.1.1.1 impersonate any person or entity or misrepresent or otherwise misrepresent your affiliation with any person or entity;

4.1.1.2 transmit or otherwise make available any content that you do not have the right to make available, containing software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

4.1.1.3 perform any activity that attempts to reverse engineer, disassemble, decompile, hack or extract any proprietary software used to maintain the Software;

4.1.1.4 interfere with or disrupt the Software, servers or networks connected to the Software, including, but not limited to, hacking or circumventing any measures we may use to prevent unauthorized access to the Software; and/or

4.1.1.5 violate any applicable national or international rules and laws, as well as the rights of third parties.

4.1.2 Failure to comply with the purpose and permitted use of Your Client Account and the Software (including where We detect any unauthorised activity) shall be deemed a material breach of these Terms of Use. Cypher shall be entitled – without prejudice to any other rights – to terminate Your Client Account. You may not use the Software if we have terminated Your Client Account or otherwise denied You access.

4.2 Confidentiality of the Client Account

4.2.1 You acknowledge that Your Client Account is personal to You, and You may not provide any other person with access to the Software or any part thereof using Your email address, password or other security information.

4.2.2 You are responsible for maintaining the confidentiality of Your data and for monitoring and, if necessary, restricting access to Your devices. Any email address, password or other information that you choose to provide or that we provide to you as part of our security procedures must be treated as confidential and you must not disclose it to any other person or entity. When accessing your Client Account from a public or shared computer, you must be careful that others cannot view or record your password or other Client Account information. You agree to log out of your Client Account at the end of each session to prevent theft or other misuse of your Client Account login credentials.

4.2.3 You accept responsibility for all activity that occurs under Your Client Account or from Your Devices in connection with the Software and Your Client Account, including any misuse of Your Client Account. Cypher will use reasonable and industry standard security measures to protect You from unauthorized access to Your Client Account. You agree to notify us immediately of any unauthorized access to or misuse of Your Client Account or any other breach of security in connection with Your Client Account. If you do not adequately notify Cypher of the foregoing, Cypher may not be able to prevent such unauthorized access or other breach of security to the Client Account or take appropriate security measures in a timely manner.

4.2.4 You acknowledge and agree that, to the maximum extent permissible under applicable law, we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the unauthorised use of your Client Account where we have complied with our obligation to apply reasonable and industry standard security measures.

5 Services and Limitations

5.1 Cypher Trading LTD provides software tools for automated cryptocurrency trading and account connectivity. The software is intended to facilitate trading within client-controlled accounts, enabling clients to connect their accounts on supported cryptocurrency exchanges and utilize trading algorithms provided by Cypher. These services are intended solely for trading purposes and do not extend to asset management or financial advisory services. The Client Account provides You, depending on the Subscription version You select, with access to the following services that form part of the Software:

5.1.1 Automated Trading, including connecting the Linked Account to Cypher’s Software; and

5.1.2 access to Cypher’s dashboard.

5.2 Conditions for the proper functioning of the services of the Client Account functions referred to in Article 5, paragraph 1 by the Client:

5.2.1 completion of registration with Cypher in accordance with Article 3 above;

5.2.2 creation of the Linked Account and its linking with the Cypher Software in accordance with Articles 3.3.10 to 3.3.12;

5.2.3 properly paid Subscription Fees for each Software Subscription Term in the manner set forth in Article 6.5.

5.3 Clients retain full control over their accounts on third-party exchanges. Cypher's software facilitates trading based on parameters set by the client and within the client's risk tolerance. Clients are responsible for overseeing their accounts, monitoring trading activities, and making decisions in line with their investment strategies. Through the tool for Automated Algorithmic Execution of Cryptocurrency Trade Orders on the Client’s Linked Account within predefined parameters, without the need for further human interaction or intervention ("Automated Trading"), it will be possible to execute FUTURES trades on the Linked Account through the Software. The Client acknowledges that Automated Trading can only be executed if the conditions set out in Article 5.4 below are met, will first buy at the current market price at the time of receiving the signal to open the position (LONG or SHORT) and then – after receiving the signal to close the position, according to the pre-selected strategy – sell the entire position (i.e. 100% of the currency involved) held by the Client in the FUTURES wallet in the Linked Account. For this reason, the Client is strongly advised to keep all assets that are not to be subject to Automated Trading separate from the FUTURES Wallet of the Linked Account, which is to be used for Automated Trading purposes. At the same time, the Client is expressly prohibited from performing any other operations on the Linked Account except for Automated Trading, otherwise Cypher’s Automated Trading function cannot be expected to function properly and Cypher cannot be held liable in any way for the malfunctioning of Automated Trading.

5.4 Terms and conditions for the provision of the Automated Trading service by the Client:

5.4.1 compliance with the conditions set out in paragraph 5.2 above; and at the same time

5.4.2 the initial balance of funds (or virtual assets) in the Linked Account at the time of commencement of the Automated Trading Service shall be a minimum of USDT 1500 (subject to a margin of +/- 3%, taking into account the current exchange rate) or equivalent in another currency or virtual asset (the "Minimum Balance"); and at the same time

5.4.3 shall not, at any time during the term of the Service, by its own actions (e.g. by withdrawing, transferring, staking, converting to another currency or by any other means), reduce the current USDT currency balance in the Linked Account used for Automated Trading below the Minimum Balance (except for trading under Automated Trading, where such reduction may occur as a result of a drawdown); and

5.4.4 the Client shall maintain the balance of the Linked Account at such a level that it does not fall below 80% of the Minimum Balance for any reason (including a natural drawdown) throughout the duration of the provision of the Automated Trading Service;

5.5 Commitments under clauses 5.4.2 to 5.4.4 are made by the Client voluntarily and after careful consideration of their financial circumstances.

5.6 The Client further acknowledges that the recommended maximum value of the Linked Account (or the balance of funds for Automated Trading allocated in the FUTURES Wallet of the Linked Account) is USDT 25,000 (the "Maximum Value"), as the Software calculates the amount of positions from the current value, but not more than the Maximum Value, and if the balance is higher than the Maximum Value, the remaining funds will not enter into the calculation for determining the amount of positions, i.e. will not be used for Automated Trading, which the Client acknowledges and confirms that he/she is not entitled to any compensation, profit or any other form of remuneration from Cypher for the funds in the Linked Account exceeding the Maximum Value. Exceeding this maximum value is only possible through the Cypher Enterprise Performance Fee plan.

5.7 In connection with the verification of the fulfilment of the obligations set out in Articles 5.4.2 to 5.4. 4, Cypher shall be entitled to remotely access the Client’s account balance and, if this is not sufficient for the purpose of effective control of the fulfilment of the above-mentioned conditions, the Client shall also be obliged to provide Cypher at any time during the contractual relationship with detailed information on the status of the Linked Account, including the current balance of the Linked Account and the history of trades executed on the Linked Account (SPOT and/or FUTURES) within the framework of Automated Trading, in a demonstrable manner and to the extent requested by Cypher.

5.8 In the event of a Client requesting a withdrawal of his/her funds from the Linked Account, we strongly recommend that you verify that there are no open positions at the time of the withdrawal and/or notify Cypher directly of the intended withdrawal of funds from the Linked Account (including the amount of funds) by emailing [email protected], and upon receipt of such notification, we will close all positions and pending orders and inform the Client back that the funds can be withdrawn and subsequently withdrawn. Otherwise, we cannot guarantee the smooth operation of Automated Trading and the Client could expose themselves to significant financial losses.

5.9. Cypher's algorithms are authorized to execute trades within client accounts, but they are limited to trading activities only. The algorithms do not have authorization for withdrawals, transfers, or other account management actions. This ensures that clients retain complete control over their funds and trading activities. The software provided by Cypher Trading LTD is designed to assist with trading activities but does not guarantee specific outcomes or profits. The effectiveness of the algorithms depends on market conditions and client settings, which are beyond Cypher's control. The software is provided "as is," and its use is at the client's own risk.

6 Subscription Plans

6 6.1 Subscription Plans Overview
Cypher Trading LTD offers several subscription plans ("Plans" or "Subscriptions") that provide access to different features of the software. Detailed descriptions of these plans, including the prices and features associated with each plan, are available on Cypher's website in the "Plans" section. Clients can choose a plan based on their needs and preferences.

6.2 Subscription Fees and Terms
The subscription fees vary based on the selected plan and are billed either monthly or annually. The fees are displayed transparently on Cypher's website, and clients agree to pay the applicable fee upon registration. The subscription term ("Subscription Term") corresponds to the period for which the fee is paid, typically one month or one year, depending on the client's choice.

6.3 Automatic Renewal and Opt-Out
Unless explicitly opted out, the subscription renews automatically at the end of each Subscription Term for the same period and at the same rate as the initial subscription. Clients who wish to opt out of the automatic renewal must do so before the end of their current term by following the instructions in their account settings or through the Stripe payment gateway. Cypher Trading LTD will provide timely reminders about the upcoming renewal to ensure clients are aware of the automatic renewal process.

6.4 Payment Method and Billing
Subscription fees are processed through a third-party payment gateway, Stripe, which allows for secure payments and recurring billing. Clients must provide accurate payment information during registration and update it as needed. If a client fails to pay the subscription fee, their access to the software may be suspended until payment is received.

6.5 Upgrading and Downgrading
Clients can upgrade or downgrade their subscription plans at any time through their account settings. When upgrading, the new subscription becomes effective immediately, and the client pays the difference between the new plan's fee and the unused portion of their existing subscription. When downgrading, the change takes effect at the end of the current Subscription Term.

6.6 Refunds and Cancellations
Clients who are not satisfied with their subscription may request a refund within a specified period after purchase, as outlined in the refund policy. Cancellations can be made at any time, and clients will retain access to the software until the end of the current Subscription Term, unless a refund is requested within the specified period.

6.7 Transparency and Communication
Cypher Trading LTD is committed to transparent pricing and subscription terms, in line with the legal requirements of the Isle of Man. Clients will be notified of any changes to subscription fees or plans well in advance, and all relevant information will be clearly communicated through the website or directly to the clients.

7 Limitation of Liability

7.1 Cypher provides the Software. Cypher does not provide financial, investment, legal, tax or any other professional advice. Cypher is not a broker, financial advisor, investment advisor, portfolio manager or tax advisor. Neither the Software nor any service provided by Cypher in connection with the Software is intended as an offer of any currency or any financial instrument, investment advice or investment recommendation. Any trading strategies developed by Cypher and made available to the Client under the Client Account are made available to the Client without any guarantee of their functionality or future profitability and are merely illustrative examples of the possible use of the Software in practice. You acknowledge and agree that Cypher is not responsible or liable for Your use of any information You obtain from the Software provided by Cypher. The decisions you make in using the products or services in the Software or your interpretation of data found in the Software are your own and you are solely responsible for them. You explicitly agree that you use the Software at your own risk.

7.2 Cypher will use its best efforts to ensure the accuracy of the information provided on its website, although it assumes no responsibility for any missing or incorrect information. No part of the Software is tailored to the specific needs of any individual, entity or group of individuals. Cypher expresses no opinion as to the future or expected value of any currency or any investment instruments. The contents of the Software may not be used as the basis for any financial or other product without the express prior written consent of Cypher.

7.3 You expressly acknowledge and agree that you may lose some or all of your funds as a result of using the Software. In addition to the risks listed herein, there are other risks associated with your use of the Software and the purchase, possession and use of cryptocurrencies not listed herein that Cypher cannot foresee.

7.4 In light of possible network delays, system failures and other possible factors that may lead to suspension or deviation of the execution of trades through the Software in the Automated Trading Service, Cypher undertakes to use commercially reasonable efforts to ensure the efficient operation of the Automated Trading Service, but not to guarantee its unrestricted correct functionality. As a result of the above factors, Cypher shall not be liable for the Client’s trading results.

7.5 Cypher makes no warranties or representations with respect to the Software, including, but not limited to, that (i) the Software will meet Your expectations regarding trading returns from use of the Software; (ii) the availability of the Software will be uninterrupted, timely or free from defects; (iii) the trading results obtained from use of the Software will be reliable or consistent in any way; or (iv) that any previously unknown and still undetected defects in the Software will be corrected.

7.6 To the fullest extent permitted by the laws of the Isle of Man, Cypher Trading LTD, its directors, officers, employees, or agents shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to financial losses, lost profits, or other damages arising from the use of the software, trading activities, or any third-party services associated with the software. Cypher Trading LTD's liability for any claim, whether in contract, tort, or otherwise, shall be limited to the amount paid by the client for the use of the services in the six months preceding the event giving rise to the claim, up to a maximum of $1,000.

7.7 Clients agree to indemnify and hold harmless Cypher Trading LTD, its directors, officers, employees, or agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with the client's use of the software, violation of these Terms of Service, or infringement of any third-party rights, including intellectual property rights. Cypher Trading LTD does not guarantee specific financial results or outcomes from the use of its software. The software is provided on an "as is" basis, and any reliance on its features or services is at the client's own risk. Clients acknowledge that trading cryptocurrencies involves significant risks and that Cypher Trading LTD is not responsible for any trading losses. Cypher Trading LTD shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, war, civil unrest, and technical failures. In such cases, Cypher Trading LTD's obligations will be suspended for the duration of the event causing the failure or delay.

7.8 Without prejudice to any other provisions of these Terms of Use, Cypher shall not be liable for any damages arising from (any or limited) access to and use of the Software, including lost profits arising from any cause whatsoever, including but not limited to:

7.8.1 Restriction of operation or unavailability of the Software (or other services provided by Cypher);

7.8.2 Loss of data;

7.8.3 Lack of financial benefit to the Client in connection with the use of the Software;

7.8.4 Any situation where the Client’s login details are stolen and any third party subsequently uses the Client Account and/or the Software without the Client’s consent;

7.8.5 Any damage arising from the Client’s use of an exchange used for trading – for example, due to its unavailability or insolvency; or

7.8.6 Failure of Cypher to meet any of its obligations under these Terms and Conditions where such failure is caused by events beyond Cypher’s reasonable control.

7.9 Cypher makes no warranties or representations other than those expressly set forth in these Terms of Use. The Software has not been developed to meet your individual needs.

7.10 Cryptocurrency trading involves significant risks, including the potential for substantial losses. You acknowledge and accept that the use of Cypher Trading LTD's software for automated trading may result in the loss of your entire investment. Past performance is not indicative of future results. The value of cryptocurrencies may fluctuate widely and can be influenced by various external factors.

7.11 Cypher Trading LTD does not guarantee any specific financial results or profits from using its software. Any trading strategies, recommendations, or tools provided are for informational purposes only and are not guaranteed to produce any specific outcomes. You acknowledge that trading decisions are made at your own discretion and that you assume all risks associated with such decisions.

8 License to use the Software. Privacy & Security

8.1 The Software, trademarks and other intellectual property displayed, distributed or otherwise made available through the Software are the exclusive property of Cypher and/or its successors, assigns, licensors and/or suppliers. Except as expressly provided in these Terms of Use or as otherwise agreed in writing by you and Cypher, nothing in these Terms of Use gives you the right to use the Software and its contents, Cypher’s trademarks or other Cypher intellectual property.

8.2 Cypher grants You a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software for Your personal, non-commercial use as described in these Terms of Use for as long as You access the Software and Subscription-related features, if applicable. Any intellectual property items (including, but not limited to, all data, products, materials, services, Software applications and tools, APIs, design elements, text, images, photographs, illustrations, audio and video content, artwork and graphics contained therein) provided through or used to operate the Software are licensed, not sold, to You by Cypher. You acknowledge that under no circumstances do you have the right to access the Software in source code form. Cypher may inform You, through a notice in the Software or otherwise, that the Software contains intellectual property that is subject to a third party license, and You agree to abide by the terms of the Software.

8.3 Unless You have been authorized in writing in a separate written agreement with Us, You have no right to rent, lend, sell, redistribute, sublicense, copy, create, decompile, disassemble, translate, modify, distribute copies of, make available, adapt, or create derivative works based on the Software or its related intellectual property. This prohibition also applies to so-called reverse engineering.

8.4. Cypher Trading LTD is committed to protecting the privacy and security of its clients' personal data. We collect and process personal data in accordance with our Privacy Policy, which is incorporated into these Terms of Service by reference. Clients are encouraged to review the Privacy Policy to understand how their data is handled.

8.5. Clients may provide sensitive information, such as API keys, for the purpose of accessing and using the software. Cypher Trading LTD takes this responsibility seriously and implements industry-standard security measures to safeguard such information against unauthorized access, disclosure, alteration, or destruction.

8.6. Cypher Trading LTD adheres to the data protection laws of the Isle of Man, ensuring that client data is collected, processed, and stored in compliance with legal requirements. The company applies strict access controls, encryption, and other security measures to protect client data.

8.7. Clients are responsible for maintaining the confidentiality of their account credentials, including their email addresses, passwords, and API keys. Clients should take appropriate steps to secure their accounts, such as using strong passwords and enabling two-factor authentication where possible. Clients should also promptly notify Cypher Trading LTD of any unauthorized access or security breaches.

8.8. Cypher Trading LTD may work with third-party service providers to deliver its software and services. These providers may have access to client data but are bound by confidentiality agreements and are required to use the data only for the intended purpose. The Privacy Policy outlines how third-party access is managed.

8.9. In the unlikely event of a data breach, Cypher Trading LTD will notify affected clients as required by Isle of Man data protection laws. The company will take prompt action to address the breach and mitigate any potential harm.

8.10. Cypher Trading LTD reserves the right to take legal action against any unauthorized use or distribution of its intellectual property. Clients acknowledge that unauthorized use or distribution may result in civil and criminal penalties.

9 Suspension of the functions of the Software

9.1 Cypher shall be entitled to make changes to the Software and its functions, including limitations thereof, in the following cases:

9.1.1 if this is necessary for repairs, maintenance or other similar activities, including security updates. In this case, Cypher shall endeavour to inform You in advance of the interruption to the extent reasonably possible;

9.1.2 if Your acts or omissions relating to the use of the Software interfere with, prevent the normal operation of the Software, otherwise cause, or are likely to cause, damage, harm or otherwise have a detrimental effect on the Software, Cypher or other users of the Software;

9.1.3 if there are grounds to suspect that Your login credentials have been improperly disclosed to an unauthorized third party and the Software is being used under those credentials;

9.1.4 if you are using the Software in breach of these Terms of Use and have not corrected the breach promptly after being notified by Cypher, or are using the Software in breach of any applicable laws, regulations or regulatory provisions;

9.1.5 if you refuse to provide the required explanations within the time required; or

9.1.6 in other duly justified cases where it is reasonable to do so. In particular, but not exclusively, to ensure that the quality of the Services provided remains unchanged or improves and/or to comply with legislative obligations.

9.2 Cypher shall always endeavour to notify You of the interruption of the provision of the Software as far in advance as reasonably possible or, if prior notice is not possible due to the urgency of the reasons requiring the interruption, without undue delay after the interruption occurs. Suspension of the Software for the reasons set forth in Section 9.1 shall not relieve You of Your obligation to pay any applicable fees.

10 Availability of the Software

10.1 Cypher will use its best efforts to ensure that the Software is always available throughout the duration of the Purchase Agreement; however, Cypher cannot and therefore does not provide any guarantee that the Software will always and at all times be available without any interruptions, outages or malfunctions and assumes no liability for this.

10.2 The Software may be unavailable in the following circumstances, for example:

10.2.1 if a defect or error in the Software provided through the Website results from you having altered or modified the Software or having used the Software in any way outside the scope of its normal and intended access and use;

10.2.2 if the defect or error in the Software results from a problem with Your equipment,

10.2.3 in the event of technical failures,

10.2.4 in the event of an outage of a server or third party services that are necessary to ensure the proper functionality and availability of the Software (e.g. exchanges where the Client has established a Linked Account).

10.3 You may use and access the Software via Your mobile device and computer. As the Software is provided over the internet and mobile networks, the quality and availability of the Software may be affected by factors beyond our reasonable control. Not all features of the Software are available on a mobile device. You are solely responsible for all necessary Software and hardware requirements and for any data charges and fees associated with accessing and using the Software via Your mobile device.

11 Contract Term and Termination

11.1 The term of Your paid Subscription under the Purchase Agreement will remain in effect for the period for which You have made payment (for example, a month or a year), subject to any renewal.

11.2 You may terminate the Purchase Agreement at any time and you may stop using the Software at any time without giving any reason. This is without prejudice to any claims of Cypher against the Client arising up to the time of termination of the Purchase Agreement, including but not limited to the right to payment of the accrued Fee. In order to terminate the Purchase Agreement, the Subscription must be terminated in the "Subscriptions" section of your Client Account or via the Stripe payment gateway through which the Subscription Fee is paid on a regular basis.

11.3 You may delete your Client Account at any time and without giving any reason upon request by email to [email protected]. Within 24 hours all open trades will be terminated and pending orders cancelled. After the expiry of the 24 hour period following receipt of your request to delete your Client Account, the Client Account will be automatically deleted and the Purchase Agreement will be effectively terminated.

11.4 Cypher shall be entitled to immediately and without any compensation whatsoever terminate the provision of the Automated Trading Service in the event that the Client breaches the obligation set out in Articles 5.4.2 to 5.4.4 and fails to remedy the breach even within 7 days after being notified by Cypher of such breach and/or breaches the aforementioned obligation(s) repeatedly (i.e. in more than one case). The Client’s ability to claim any damages from Cypher in connection with such termination is completely excluded by agreement of the Parties. For the avoidance of doubt, it is expressly stipulated that the Purchase Agreement shall be automatically terminated in the event of non-payment of the Subscription Fee for the following period. Termination of the Purchase Agreement will mean that Your access to the Software features provided under the Subscription pursuant to the Purchase Agreement and the products and services made available therewith will be immediately terminated, but You will still have access to Your Client Account. Termination of the Purchase Agreement will not cause data loss, meaning that if you choose to enter into a Purchase Agreement in the future, the feature metrics you have set will continue to function. You agree that any such action will be taken by Cypher and that Cypher shall not be liable to You or any third party as a result of such action for any reason, to the extent permitted by applicable law.

11.5 If the Purchase Agreement is concluded and the Subscription is paid by the Client, the Client shall not under any circumstances be entitled to a refund of the Subscription payment already paid, unless during the Subscription Term Cypher restricts the normal operation of the Software and related services to which the Client is entitled under the Subscription. For the avoidance of doubt, it is provided that the Client’s entitlement to a refund of the Subscription payment shall not arise even in the event of a failure of a third party with whom the Client has a Linked Account, in connection with which the Client cannot use the Software in part or in full.

12 Money Back Guarantee

12.1 If you are not completely satisfied with your subscription, you may request a full refund within three (3) days of purchase, provided that the subscription is returned in its original condition.

13 Changes to the Terms of Use

13.1 Right to Change
Cypher Trading LTD reserves the right to update or modify these Terms of Service at any time, in order to reflect changes in the business, comply with legal requirements, or enhance the user experience. Changes will be made in accordance with this section to provide clients with reasonable notice and transparency.

13.2 Communication of Changes
Any changes to the Terms of Service will be communicated to clients through the software or by email, with clear instructions on how the changes will affect the use of the software. Cypher Trading LTD will provide at least seven (7) days' notice before any material changes take effect, in line with the Isle of Man's consumer protection standards.

13.3 Acceptance of Changes
By continuing to use the software after changes to the Terms of Service take effect, clients accept and agree to the updated terms. Clients who do not agree with the changes may terminate their accounts and cease using the software following the termination procedures outlined in these Terms of Service.

13.4 Exceptions to Notice Requirement
Cypher Trading LTD may implement changes to the Terms of Service without prior notice in the following situations:

13.4.1 If the changes are beneficial to the client.

13.4.2 If the changes apply solely to new services, features, or components of the software and do not affect existing clients.

13.4.3 If the changes are necessary to comply with legal requirements or a binding court decision and do not materially impact clients.

13.4.4 If the changes are minor and do not affect the rights or obligations of the parties.

14 Support and information

14.1 We only provide support services for the operation of the Software. If you become aware of misuse of the Software, including abusive or defamatory behaviour, you must report this to Cypher. We encourage you to contact us for assistance if you encounter any problems with the Software by sending an email to [email protected].

15 Final Provisions

15.1 The Purchase Agreement, these Terms of Use, including the Privacy Policy and any other URL incorporated by reference into these Terms of Use, constitute the entire agreement between you and Cypher regarding your use and our provision of the Software.

15.2 These Terms of Use shall take effect as between the Parties (even without the Client’s express active acceptance):

15.2.1 at the time of entering into the Purchase Agreement in accordance with clause 6.5 of these Terms of Use.

15.3 The Parties agree that if either Party fails to exercise or enforce any legal right or remedy contained in these Terms of Use (or which it has under any applicable law), this shall not be deemed a formal waiver of its rights and that such rights or remedies shall remain available to the Party.

15.4 If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, no other provision of these Terms of Use will be affected and the Purchase Agreement between you and us will be deemed modified to the extent necessary to make it valid and enforceable.

15.5 The parties acknowledge that they have requested that these Terms of Use, including the Purchase Agreement and all related documents, be written and executed in English. In the event of a bilingual version, the English version shall prevail.

15.6 The Terms of Service (TOS), including the Purchase Agreement and any other agreements or policies referenced herein, as well as any contractual or non-contractual disputes arising out of or in connection with the use of the Software, shall be governed by and construed in accordance with the laws of the Isle of Man, without regard to its conflict of law principles.

15.7 The Parties agree that any disputes arising under or in connection with these TOS or the Software shall be subject to the exclusive jurisdiction of the courts of the Isle of Man.

15.8 The Client acknowledges that Cypher Trading LTD is a software company registered and operating under the laws of the Isle of Man and does not provide financial services or investment advice. The Software is provided for account connectivity and automated trading purposes only, and the Client remains solely responsible for any trading decisions made using the Software.

15.9 In the event that any provision of these TOS is held to be illegal, invalid, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these TOS shall otherwise remain in full force and effect.