Terms and Conditions of Use
Last updated: April 11, 2020
Please read these terms of use carefully. By accessing or using the services, you agree to be legally bound by
these terms of use and all terms incorporated by reference.
Summary of Terms of Use
This summary of our Terms of Use offers you an overview of the key terms that apply to your use of our website
and platform. While we hope this summary section is helpful, you should read the complete Terms of Use below
since they provide important information about how our platform works. Please note that we refer to our online
service where you can execute trades as "Altilly".
Our Services
Altilly provides you with a simple and convenient way to trade digital coins and tokens (such as bitcoin,
litecoin, ethereum, etc.) for another type of digital coins and tokens. Our services do not provide users with
the ability to trade one form of legal tender for another form of legal tender. Additionally, the range of
services available to you will depend in part upon the country or U.S. state from which you access Altilly.
Altilly provides you with a platform that matches your trades with open orders from other users of our services
at your direction. Users are not able to predetermine a trade with a particular user or with a particular
account. Additionally, an order may be partially filled or may be filled by multiple matching orders.
Eligibility and Acceptable Use
You must meet certain eligibility criteria to use Altilly. For instance, you must be an adult and there are
certain locations, i.e. Washington and New York States of USA, North Korea, from which you may not be able to
use some or all of Altilly. Additionally, there are certain things you cannot do when using Altilly, such as
engage in illegal activities, lie or do anything that would cause damage to our services or systems. Please see
the acceptable use section for more details.
Trading Risks
Engaging in trades may be risky, especially if you use sophisticated trading options. Please do not use Altilly
or any of the trading options if you do not understand these risks.
Other Important Legal Terms
There are important legal terms provided below in the complete Terms of Use, including your indemnification
responsibilities, our limitation of liability and warranty disclaimers, and your agreement to arbitrate most
disputes. Please take the time to read these terms carefully. You can always contact us through support if you
have any questions.
Complete Terms of Use
These Terms of Use and any terms expressly incorporated herein ("Terms") apply to your use of the website
operated and maintained by Altilly and its wholly owned subsidiaries (collectively, "Altilly", "we", or "us"),
and the trading platform services provided by Altilly as described in these Terms (collectively, our
"Services").
1. Key Definitions
Capitalized terms not otherwise defined in these Terms will have the following meaning:
1.1. "External Account" means any Account: (i) from which you may load Funds into your Altilly Account, and (ii)
to which you may push Funds from your Altilly Account.
1.2. "Financial Account" means any financial account of which you are the beneficial owner that is maintained by
a third party outside of the Services, including, but not limited to third-party payment service accounts or
accounts maintained by third party financial institutions.
1.3. "Funds" means Digital Coins and Tokens.
1.4. "Fiat" means any national currency, such as U.S. dollars and does not include any Digital Coins and Tokens.
1.5. "Altilly Account" means a user account accessible via the Services where Funds may be stored by Altilly on
behalf of a user.
1.6. "Digital Coins and Tokens" means bitcoins, ripples and other digital mediums of exchange that may be
purchased, sold or traded via the Services.
1.7. "Digital Coins and Tokens Account" means any Digital coins and tokens address or account owned or operated
by you that is maintained outside of the Services, and is not owned, controlled or operated by Altilly.
2. Eligibility
2.1. Altilly may not make the Services available in all markets and jurisdictions, and may restrict or prohibit
use of the Services from certain jurisdictions ("Restricted Locations").
2.2. You further represent and warrant that you: (a) are at least 18 years old; (b) have not previously been
suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and
in doing so will not violate any other agreement to which you are a party; (d) using our platform in your own
name and for your own benefit; (e) are not located in, under the jurisdiction of, or a national or resident of
any Restricted Locations; and (f) will not use our Services if any applicable laws in your country prohibit you
from doing so in accordance with these Terms.
2.3. Additionally, by agreeing to this terms you certify that you pursue participation in blockchain-based
networks as a part of your professional activity.
3. Altilly Account
3.1. Number of Altilly Accounts. Altilly may, in its sole discretion, limit the number of Altilly Accounts that
you may hold, maintain or acquire.
3.2. Altilly Account information and security. In order to engage in any trades via the Services, you must
create an Altilly Account and provide any requested information. When you create an Altilly Account, you agree to:
(a) create a strong password that you do not use for any other website or online service; (b) provide accurate
and truthful information; (c) maintain and promptly update your Altilly Account information; (d) maintain the
security of your Altilly Account by protecting your password and restricting access to your Altilly Account; (e)
promptly notify us if you discover or otherwise suspect any security breaches related to your Altilly Account;
and (f) take responsibility for all activities that occur under your Altilly Account and accept all risks of any
authorized or unauthorized access to your Altilly Account, to the maximum extent permitted by law.
4. Privacy Policy
Please refer to our Privacy Policy for information about how we collect, use and share your information.
5. General Obligations
This Section 5 applies to: (i) all trades completed via the Services, (ii) your purchase and/or sale of Digital
Coins and Tokens directly from Altilly via the Services, and (iii) any transaction in which you load Funds into
your Altilly Account from your External Account or push Funds from your Altilly Account into an External
Account.
5.1. Conditions and Restrictions. We may, at any time and in our sole discretion, refuse any trade submitted via
the Services, impose limits on the trade amount permitted via the Services or impose any other conditions or
restrictions upon your use of the Services without prior notice. For example, we may limit the number of open
orders that you may establish via the Services or we may restrict trades from certain locations.
5.2. Accuracy of Information. You must provide any information required when creating an Altilly Account or when
prompted by any screen displayed within the Services. You represent and warrant that any information you provide
via the Services is accurate and complete.
5.3. Cancellations. You may only cancel an order initiated via the Services if such cancellation occurs before
Altilly executes the transaction. Once your order has been executed, you may not change, withdraw or cancel your
authorization for Altilly to complete such transaction. If an order has been partially filled, you may cancel
the unfilled remainder unless the order relates to a market trade. We reserve the right to refuse any
cancellation request associated with a market order once you have submitted such order. In contrast to exchange
orders, all trades are irreversible once initiated. While we may, at our sole discretion, reverse a trade under
certain extraordinary conditions, a customer does not have a right to a reversal of a trade.
5.4. Insufficient Funds. If you have an insufficient amount of Funds in your Altilly Account to complete an
order via the Services, we may cancel the entire order or may fulfill a partial order using the amount of Funds
currently available in your Altilly Account, less any fees owed to Altilly in connection with our execution of
the trade.
5.5. Taxes. It is your responsibility to determine what, if any, taxes apply to the trades you complete via the
Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority.
You agree that Altilly is not responsible for determining whether taxes apply to your trades or for collecting,
reporting, withholding or remitting any taxes arising from any trades.
6. Altilly Account Funds
6.1. Funding your alitlly Account. In order to complete an order or trade via the Services (as described in
Section 7), you must first load Funds to your Altilly Account using one of the approved External Accounts
identified via the Services. You may be required to verify that you control the External Account that you use to
load Funds to your Altilly Account. You may be charged fees by the External Account you use to fund your Altilly
Account. Altilly is not responsible for any External Account fees or for the management and security of any
External Account. You are solely responsible for your use of any External Account, and you agree to comply with
all terms and conditions applicable to any External Account. The timing associated with a load transaction will
depend in part upon the performance of third parties responsible for maintaining the applicable External
Account, and Altilly makes no guarantee regarding the amount of time it may take to load Funds into your Altilly
Account.
About Funds Held In Your Altilly Account - Be advised that fiat funds held in your Altilly account are
exclusively for the purchase of Digital Coins and Tokens or withdrawal to your approved External Account.
Proceeds from the sale of Digital Coins and Tokens will be credited to your fiat account, less any transactional
or other fees. Furthermore, be advised that Altilly does not pay interest on free fiat balances held in your
account.
Digital Coins and Tokens Only Accounts - If you have opened an Altilly Account designated as Digital Coins and
Tokens Only, you may only fund your account with digital Digital Coins and Tokens. Altilly will not accept fiat
to fund a Digital Coins and Tokens Only Account. If fiat is transmitted to fund such an account, it will be
returned to the sender, less applicable transfer fees.
6.2. Pushing Funds to an External Account. Provided that the balance of Funds in your Altilly Account is greater
than any minimum balance requirements needed to satisfy any of your open positions, you may push any amount of
Funds, up to the total amount of Funds in your Altilly Account in excess of such minimum balance requirements,
from your Altilly Account to an External Account, less any fees charged by Altilly for such transactions (as
described in the Fee Schedule at the time of your request to push Funds to an External Account).
Digital Coins and Tokens Only Accounts - If your Altilly Account is designated as Digital Coins and Tokens Only,
you may only withdraw Digital Coins and Tokens from your account to another account eligible to receive Digital
Coins and Tokens. Altilly will not accept instructions to transmit fiat from such an account.
6.3. Load/Push Authorization. When you request that we load Funds into your Altilly Account from your External
Account or request that we push Funds to your External Account from your Altilly Account, you authorize Altilly
to execute such transaction via the Services.
6.4. Rejected Transactions. In some cases, the External Account may reject your Funds or may otherwise be
unavailable. You agree that you will not hold Altilly liable for any damages resulting from such rejected
transactions.
7. Exchange Orders and Trades
This Section applies only when you use the Services to trade Digital Coins and Tokens for Legal Tender or vice
versa, or to trade Digital Coins and Tokens for another form of Digital Coins and Tokens. Altilly does not
purchase, sell, or exchange any Digital Coins and Tokens on its own behalf.
7.1. Authorization. When you submit a new order via the Services, you authorize Altilly to execute a transaction
in accordance with such order on a spot basis and charge you any applicable fees (as described in Section 9
below).
7.2. Independent relationship. You acknowledge and agree that: (a) Altilly is not acting as your broker,
intermediary, agent, or advisor or in any fiduciary capacity, and (b) no communication or information provided
to you by Altilly shall be considered or construed as advice.
7.3. Trade confirmation. Once the Services execute your trade, a confirmation will be electronically made
available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of
the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
7.4. Market rates. If you select a market trade, Altilly will attempt, on a commercially reasonable basis, to
execute the trade on or close to the prevailing market exchange rate, as defined via the Services. You
acknowledge and agree that the exchange rate information made available via our Services may differ from
prevailing exchange rates made available via other sources outside of the Services.
7.5. Market volatility. Particularly during periods of high volume, illiquidity, fast movement or volatility in
the marketplace for any Digital Coins and Tokens or Legal Tender, the actual market rate at which a market order
or trade is executed may be different from the prevailing rate indicated via the Services at the time of your
order or trade. You understand that we are not liable for any such price fluctuations. In the event of a market
disruption or Force Majeure event (as defined in Section 22), Altilly may do one or more of the following: (a)
suspend access to the Services; or (b) prevent you from completing any actions via the Services, including
closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing
market rates may differ significantly from the rates available prior to such event.
7.6. Trade Settlement. Subject to the terms and conditions in these Terms, we will use commercially reasonable
efforts to settle trades on a spot basis within two (2) days of the date upon which users have agreed to execute
a trade via the Services.
8. Risk Disclosure
8.1. Trading risks. You acknowledge and agree that you shall access and use the Services at your own risk. The
risk of loss in trading Digital Coins and Tokens pairs and Digital Coins and Tokens and Legal Tender pairs can
be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of
your circumstances and financial resources. You should be aware of the following points:
You may sustain a total loss of the Funds in your Altilly Account, and, in some cases, you may incur losses
beyond such Funds. If the market moves against your position, we to provide a substantial amount of additional
margin Funds, on short notice, in order to maintain your position, may call upon you. If you do not provide the
required Funds within the time required by us, your position may be liquidated at a loss, and you will be liable
for any resulting deficit in your Altilly Account.
Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can
occur, for example, when the market reaches a daily price fluctuation limit ("limit move"), if there is
insufficient liquidity in the market.
Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily limit your losses to
the intended amounts, since market conditions may make it impossible to execute such orders.
All Digital Coins and Tokens positions involve risk, and a "spread" position may not be less risky than an
outright "long" or "short" position.
The use of leverage can work against you as well as for you and can lead to large losses as well as gains.
All of the points noted above apply to all Digital Coins and Tokens pair trading. This brief statement cannot,
of course, disclose all the risks and other aspects associated with these trades.
8.2. Internet transmission risks. You acknowledge that there are risks associated with utilizing an
Internet-based trading system including, but not limited to, the failure of hardware, software, and Internet
connections. You acknowledge that Altilly shall not be responsible for any communication failures, disruptions,
errors, distortions or delays you may experience when trading via the Services, howsoever caused.
9. Fees
9.1. Amount of Fees. You agree to pay the fees for trades completed via our Services ("Fees") as made available
via the Fees and Limits, which we may change from time to time. Changes to the Fee Schedule are effective as of
the effective date indicated in the posting of the revised Fee Schedule to the Services, and will apply
prospectively to any trades that take place following the effective date of such revised Fee Schedule.
9.2. Third-Party Fees. In addition to the Fees, your External Account may impose fees in connection with your
use of your designated External Account via the Services. Any fees imposed by your External Account provider
will not be reflected on the transaction screens containing information regarding applicable Fees. You are
solely responsible for paying any fees imposed by an External Account provider.
9.3. Payment of Fees. You authorize us, or our designated payment processor, to charge or deduct your Altilly
Account Funds for any applicable Fees owed in connection with trades you complete via the Services.
10. Electronic Notices
10.1. Consent to Electronic Delivery. You agree and consent to receive electronically all communications,
agreements, documents, receipts, notices and disclosures (collectively, "Communications") that Altilly provides
in connection with your Altilly Account and/or use of the Altilly Services. You agree that Altilly may provide
these Communications to you by posting them via the Services, by emailing them to you at the email address you
provide. You should maintain copies of electronic Communications by printing a paper copy or saving an
electronic copy. You may also contact us through support to request additional electronic copies of
Communications or, for a fee, paper copies of Communications (as described below).
10.2. Hardware and Software Requirements. In order to access and retain electronic Communications, you will need
a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit
encryption. You will also need to have a valid email address on file with Altilly and have sufficient storage
space to save past Communications or an installed printer to print them.
10.3. Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a
withdrawal notice to support. If you decline or withdraw consent to receive electronic Communications, Altilly
may suspend or terminate your use of the Services.
10.4. Requesting Paper Copies. If, after you consent to receive Communications electronically, you would like a
paper copy of a Communication we previously sent you, you may request a copy within 30 days after the date we
provided the Communication to you by contacting support. In order for us to send paper copies to you, you must
have a current street address on file with Altilly. Please note that Altilly operates exclusively online and it
is very burdensome for us to produce paper copies of Communications. Therefore, if you request paper copies, you
understand and agree that Altilly may charge you a processing fee, in the amount described in the Fees and
Limits, for each page of Communication requested.
10.5. Updating Contact Information. It is your responsibility to keep your email address on file with Altilly up
to date so that Altilly can communicate with you electronically. You understand and agree that if Altilly sends
you an electronic Communication but you do not receive it because your email address on file is incorrect, out
of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications,
Altilly will be deemed to have provided the Communication to you. Please note that if you use a spam filter that
blocks or re-routes emails from senders not listed in your email address book, you must add Altilly to your
email address book so that you will be able to receive the Communications we send to you. You can update your
email address at any time by logging into your Altilly Account or by sending such information to support. If
your email address becomes invalid such that electronic Communications sent to you by Altilly are returned,
Altilly may deem your account to be inactive, and you may not be able to complete any transaction via our
Services until we receive a valid, working email address from you.
11. Unclaimed Property
If for any reason Altilly is holding Funds in your Altilly Account on your behalf and Altilly is unable to
return your Funds to your designated External Account after a period of inactivity, then Altilly may report and
remit such Funds in accordance with applicable state unclaimed property laws.
12. Acceptable Use
12.1. When accessing or using the Services, you agree that you will not violate any law, contract, intellectual
property or other third-party right or commit a tort, and that you are solely responsible for your conduct while
using our Services. Without limiting the generality of the foregoing, you agree that you will not:
Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from
fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services
in any manner;
Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud;
money-laundering; or terrorist activities; or other illegal activities;
Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our
Services or to extract data;
Use or attempt to use another user's account without authorization;
Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of
our Services that you are not authorized to access;
Develop any third-party applications that interact with our Services without our prior written consent;
Provide false, inaccurate, or misleading information;
Encourage or induce any third party to engage in any of the activities prohibited under this Section.
13. Feedback
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, and
ideas or other information or materials regarding Altilly or our Services that you provide, whether by email,
posting through our Services or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall
become the sole property of Altilly. We will be entitled to the unrestricted use and dissemination of such
Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any
rights you may have to the Feedback (including any copyrights). Do not send us Feedback if you expect to be paid
or want to continue to own or claim rights in them; your idea might be great, but we may have already had the
same or a similar idea and we do not want disputes. We also have the right to disclose your identity to any
third party who is claiming that any content posted by you constitutes a violation of their intellectual
property rights, or of their right to privacy. We have the right to remove any posting you make on our website
if, in our opinion, your post does not comply with the content standards set out in this section.
14. Copyrights and Other Intellectual Property Rights
14.1. Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and
other materials contained on our website or provided in connection with the Services, including, without
limitation, the Altilly or Altilly logo and all designs, text, graphics, pictures, information, data, software,
sound files, other files and the selection and arrangement thereof (collectively, "Altilly Materials") are the
proprietary property of Altilly or our licensors or suppliers and are protected by international copyright laws
and other intellectual property rights laws.
14.2. We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Altilly
Materials for your personal or internal business use. Such license is subject to these Terms and does not permit
(a) any resale of the Altilly Materials; (b) the distribution, public performance or public display of any
Altilly Materials; (c) modifying or otherwise making any derivative uses of the Altilly Materials, or any
portion thereof; or (d) any use of the Altilly Materials other than for their intended purposes. The license
granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
15. Third-Party Content
In using our Services, you may view content provided by third parties, including links to web pages of such
parties, including but not limited to Facebook and Twitter links ("Third-Party Content"). We do not control,
endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including
without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise
objectionable. In addition, your business dealings or correspondence with such third parties are solely between
you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the
result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with
third parties, is at your own risk.
16. Suspension; Termination
In the event of any Force Majeure Event (as defined in Section 22.5), breach of this agreement, or any other
event that would make provision of the Services commercially unreasonable for Altilly, we may, in our discretion
and without liability to you, with or without prior notice, suspend your access to all or a portion of our
Services. We may terminate your access to the Services in our sole discretion, immediately and without prior
notice, and delete or deactivate your Altilly Account and all related information and files in such account
without liability to you, including, for instance, in the event that you breach any term of these Terms. In the
event of termination, Altilly will return any Funds stored in your Altilly Account not otherwise owed to
Altilly, unless Altilly believes you have committed fraud, negligence or other misconduct.
17. Discontinuance of Services
We may, in our sole discretion and without liability to you, with or without prior notice and at any time,
modify or discontinue, temporarily or permanently, any portion of our Services.
18. Disclaimer of Warranties
18.1. Except as expressly provided to the contrary in a writing by us, our services are provided on an "As is"
and "As available" basis. We expressly disclaim, and you waive, all warranties of any kind, whether express or
implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose,
title and non-infringement as to our services, including the information, content and materials contained
therein.
18.2. You acknowledge that information you store or transfer through our services may become irretrievably lost
or corrupted or temporarily unavailable due to a variety of causes, including software failures, protocol
changes by third party providers, internet outages, force majeure event or other disasters including third party
DDOS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You
are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer
through our services.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumer, so some or all of
the disclaimers in this section may not apply to you.
19. Limitation of Liability
19.1. Except as otherwise required by law, in no event shall Altilly, our directors, members, employees or
agents be liable for any special, indirect or consequential damages, or any other damages of any kind, including
but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort
(including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of
or inability to use our services or the Altilly materials, including without limitation any damages caused by or
resulting from reliance by any user on any information obtained from Altilly, or that result from mistakes,
omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or
transmission or any failure of performance, whether or not resulting from a force majeure event, communications
failure, theft, destruction or unauthorized access to Altilly's records, programs or services.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability
for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to
you.
19.2. To the maximum extent permitted by applicable law, in no event shall the aggregate liability of Altilly
(including our directors, members, employees and agents), whether in contract, warranty, tort (including
negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising
out of or relating to the use of, or inability to use, Altilly or to these terms exceed the fees paid by you to
Altilly during the 12 months immediately preceding the date of any claim giving rise to such liability.
19.3. No offer of securities. Altilly represents that tokens and/or coins that are listed on the Platform cannot
be classified as "security" by SEC and/or other competent national authorities. Moreover, Altilly represents
that it never intended or desired to list tokens and/or coins that can be classified as "security".
The responsibility for the fact that the instrument cannot be treated as “security†lies with the Applicant. If
there is any risk or speculations that token and/or coin can be treated as “securityâ€, the Platform reserves the
right to delist such tokens and/or coins at its sole discretion.
20. Indemnity
You agree to defend, indemnify and hold harmless Altilly (and each of our officers, directors, members,
employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including
without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in
connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your
violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the
right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we
wish to settle it.
21. Applicable Law; Arbitration
Please read the following carefully because it requires you to arbitrate disputes with us and it limits the
manner in which you can seek relief.
21.1. Licensee and Altilly agree to arbitrate any dispute arising from this Agreement, except for disputes in
which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks,
trade names, logos, trade secrets or patents. ARBITRATION PREVENTS LICENSEE FROM SUING IN COURT OR FROM HAVING A
JURY TRIAL.
21.2. Licensee and Altilly agree to notify each other in writing of any dispute within thirty (30) days of when
it arises. Notice to Altilly shall be sent to [email protected]
21.3. Any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the
existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding
non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by
arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered
Arbitration Rules in force when the Notice of Arbitration is submitted.
The law of this arbitration clause shall be Hong Kong law.
The seat of arbitration shall be in Hong Kong.
The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English language.
21.4. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any
remedy that would otherwise be available in court. Any dispute between the parties will be governed by these
Agreement and the laws of Hong Kong, without giving effect to any conflict of laws principles that may provide
for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court,
Licensee and Altilly will not commence against the other a class action, class arbitration or representative
action or proceeding.
22. Miscellaneous
22.1. Entire Agreement; Order of Precedence.
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the
parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or
written agreement you may have with Altilly for the Services or for any other Altilly product or service or
otherwise. In the event of any conflict between these Terms and any other agreement you may have with Altilly,
the terms of that other agreement will control only if these Terms are specifically identified and declared to
be overridden by such other agreement.
22.2. Amendment.
We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion.
If we make changes to these Terms, we will provide you with notice of such changes, such as by sending an email,
providing notice on the homepage of the Site and/or by posting the amended Terms via the applicable Altilly
websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended
Terms will be deemed effective immediately upon posting for any new users of the Services. In all other cases,
the amended Terms will become effective for preexisting users upon the earlier of either: (i) the date users
click or press a button to accept such changes, or (ii) continued use of our Services 30 days after Altilly
provides notice of such changes. Any amended Terms will apply prospectively to use of the Services after such
changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and
contact us to terminate your account.
22.3.Waiver.
Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver
thereof.
22.4. Severability.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any
other of these Terms, all of which shall remain in full force and effect.
22.5. Force Majeure Events.
Altilly shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii)
the transmission or delivery of information; (2) any loss or damage arising from any event beyond Altilly's
reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other
act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power
failure, or equipment or software malfunction or any other cause beyond Altilly's reasonable control (each, a
"Force Majeure Event").
22.6. Assignment.
You may not assign or transfer any of your rights or obligations under these Terms without prior written consent
from Altilly, including by operation of law or in connection with any change of control. Altilly may assign or
transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or
approval.
22.7. Headings.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
22.8. Survival.
Sections 2 (Eligibility), Section 3 (Altilly Account), 8 (Risk Disclosure), 9 (Fees), 11 (Unclaimed Property),
13 (Feedback), 14 (Copyrights), 15 (Third-Party Content), 18 (Disclaimer of Warranties), 19 (Limitation of
Liability); 20 (Indemnity), 21 (Applicable Law; Arbitration) and this Section 22 (Miscellaneous) shall survive
any termination or expiration of these Terms.
