VERSION 1
JUNE 2024
These Platform Terms of Use (“Terms”) have been developed for STIX OTC FZE (“STIX”, “we” “us” or “Company”). The Company is licensed and regulated by the VARA to engage in the regulated activity of providing ‘Broker Dealer’ and ‘Advisory’ services.
WEBSITE TERMS OF USE
These Terms set out the basis on which you may browse and use our websites. Please read these Terms carefully before further using the site which is available at https://stix.co and our portal which is available at app.stix.co (all together, the “Site” or “Platform”).
These Terms, when issued in an electronic form, will not require any physical, electronic or digital signature, and will be governed by Applicable Laws and rules thereunder, as may be amended, modified, re-enacted, consolidated or replaced from time to time. These Terms govern your use of the Site.
For the purposes of these Terms, wherever the context so requires, “you”, “your”, shall mean any person who accesses the Site.
RISK WARNING: YOU ACKNOWLEDGE THAT VIRTUAL ASSETS AND ANY CONTRACTS IN RELATION THERETO ARE PRONE TO CERTAIN RISKS. THE VALUE OF VIRTUAL ASSETS MAY INCREASE OR DECREASE, CAUSING SUBSTANTIAL RISK THAT YOU MAY LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN VIRTUAL ASSETS. FURTHER INFORMATION ON RISKS ASSOCIATED WITH VIRTUAL ASSETS IS SET OUT IN OUR RISK DISCLOSURE STATEMENT AVAILABLE ON THE SITE, AS UPDATED FROM TIME TO TIME. YOU SHOULD READ THE RISK DISCLOSURE STATEMENT CAREFULLY BEFORE ACCESSING OUR SITE HOWEVER IT DOES NOT EXPLAIN ALL OF THE RISKS THAT MAY ARISE, OR HOW SUCH RISKS RELATE TO YOUR PERSONAL CIRCUMSTANCES.
You agree that merely by accessing our Site, we do not enter into any relationship (fiduciary or otherwise) wherein we are your broker, intermediary, agent or advisor. It is only upon execution of the Client Agreement, that we will establish a fiduciary relationship in relation to the Services. The content on our Site is provided by us for general information only and is not intended to amount to investment advice. It is your responsibility to determine whether any investment, investment strategy or related transaction is appropriate for you and you are responsible for any associated loss or liability. Before opening an Account and/or making any decision to buy, sell or hold any Products and/or availing any Services, you should conduct your own due diligence and we are not responsible for the decisions you make including any losses you incur arising from those decisions.
In these Terms, the following terms shall have the meaning ascribed below:
| Term | Meaning |
|---|---|
| Accepted Interest | Means an Expression of Interest which is transmitted to the Seller by the Company and results in the Seller’s expression of interest to negotiate for a formal sale agreement. |
| Advisory Services | Means the advice provided by the Company to its Clients in accordance with VARA Regulations, on analytics and proprietary insights and research, and pros and cons of products listed on the Platform with recommendations. |
| AML/CFT Laws | Means anti-money laundering and combating terrorism financing laws of all applicable jurisdictions and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency or international body. |
| Applicable Laws | Means, with respect to any person, any and all applicable treaties, statutes, legislations, laws, regulations, ordinances, codes, rules, rulings, judgments, orders, awards, or any form of decisions, determinations or requirements of or made or issued by, any governmental, statutory, regulatory or supervisory bodies or any court or tribunal with competent jurisdiction, whether in the United Arab Emirates or elsewhere, as amended, modified or replaced from time to time, and to which such person is subject. |
| Buyer | Means a Client who submits an Expression of Interest to buy a Product which is featured on the Platform. |
| Broker-Dealer Services | Means the definition ascribed to the term ‘Broker-Dealer Services’ under the Virtual Assets and Related Activities Regulations 2023. |
| Client | Means a person including an entity, who has registered for an Account with the Company and executed the Client Agreement. |
| Client Agreement | Means the agreement to be entered into by the Company and the Client governing the terms of the Clients’ use and/or access of the Products and Services on the Site. |
| Confidential Information | Means any information which is proprietary and confidential to either Party including but not limited to each Offer, each Accepted Interest, information concerning or relating in any way whatsoever to the Company’s arrangements, principals, any of the trade secrets or confidential operations, processes or inventions carried on or used by the Company, any information concerning the organisation, business, finances, transactions, investments or affairs of the Company, the Company’s dealings, secret or confidential information which relates to its business or any of its transactions or affairs, financial statements or information, any information therein in respect of trade secrets and information and material which is either marked confidential or is by its nature intended to be exclusively for the knowledge of the recipient alone. |
| Expression of Interest | Means an indication of interest made by a Buyer on the Platform to buy the Product. |
| Offer | Means an Expression of Interest or a Sell Offer for a Product. |
| Platform or Site | Means a digital interface, encompassing websites, applications, or software, through which the Services are conducted or facilitated, and can be located at https://stix.co. |
| Product | Means: (a) Virtual Assets that are made available for subscription or purchase through the Platform or (b) contractual instruments that give the holders entitlement to Virtual Tokens or Virtual Assets (such as Simple Agreement for Future Tokens (“SAFTs”) or Token Purchase Agreements (“TPAs”) (collectively, “Associated Contractual Rights”). |
| Relevant Price | Means the final price agreed between the Buyer and the Seller for the sale of the Product by the Seller to the Buyer. |
| Sell Offer | Means an Offer by a Seller to sell the Product. |
| Seller | Means a Client who is seeking to sell a Product. |
| Purchase Amount | Means the total price to be paid by the Buyer for the purchase of the Product. |
| VARA | Means the Virtual Assets Regulatory Authority. |
| VARA Regulations | Means the Virtual Assets and Related Activities Regulations 2023, and the accompanying rulebooks and guidance issued by the VARA thereunder. |
| Virtual Assets | Means a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes Virtual Tokens, and any digital representation of any other value as determined by the VARA. |
| Virtual Tokens | Mean a digital representation of a set of rights that can be digitally offered and traded through the Platform. |
2.1. About the Company:
2.1.1. The Site is owned and operated by STIX OTC FZE, a company incorporated under the laws of Dubai, United Arab Emirates.
2.1.2. The Company is licensed and regulated by VARA to undertake the Broker-Dealer and Advisory services as well as any other services that fall within the scope of the Company’s license from VARA (collectively referred to in this Agreement as the (“Services”)). The Services are rendered in compliance with the Applicable Law, legislation and rules of VARA, including, inter alia, the VARA Regulations.
2.2. Contact Information:
2.2.1. Should you have any questions about these terms, or wish to contact us for any reason whatsoever, please contact us on legal@stix.co. Should the Company be required to contact you, the Company will use the details you provide to us when opening an Account, including email, SMS or telephone. It is important that you share accurate and up to date contact information. The Company will not be responsible if you do not receive information, notices or other important information in the event your contact information is incorrect or out of date.
3.1. By accessing the Site, you agree that you have read, understood and have accepted these Terms, together with any additional documents or conditions referred to in these Terms. You acknowledge and agree that you will be legally bound by and will comply with these Terms, as updated and amended from time to time. If you do not understand and accept these Terms in their entirety, you should not access the Site. If you do not agree to be legally bound by any provision of the Terms or the Privacy Policy You must discontinue your access and/or use of the Site, immediately and the Company will not be liable for your decision to continue accessing or using the Site. In the event you register with the Company as a Client by opening an Account and executing the Client Agreement, you agree that in such case you shall be bound not only by the Client Agreement but also continue to be bound by these Terms. In the event of any inconsistencies between these Terms and the Client Agreement, the terms of the Client Agreement will supersede these Terms.
3.2. You acknowledge, understand and confirm that by way of these Terms:
3.2.1. The following shall also apply to your use of our Site, and are deemed to be incorporated under these Terms forming an integral part of the Terms, as if set out verbatim herein:
a. Our Privacy Policy (“Privacy Policy”)
b. Our Risk Disclosure Statement
c. Our Public Disclosures
d. Our Complaints Handling Policy.
3.2.2. We reserve the right, to change, modify, add or remove any or all portions of these Terms. Such changes shall be posted on the Site. It is your responsibility to review these Terms periodically for updates/changes. Your continued use of the Site following the posting of the changes on the Site, will mean that you accept and agree to the changes.
3.2.3. We reserve the right to amend or suspend access to any portion of the Site, for such period of time as We may deem fit in our sole discretion. During such times access to the Site may be suspended, and if required, we will inform you of such downtimes.
4.1. The Company may provide information and/or an example of the kinds of Products and/or Services available on the Site. The Company reserves the right to add, modify, amend or otherwise change the Site or Services, in whole or in part, and if it does so, the Company will provide the Client adequate notice of such change.
4.2. Broker Dealer Services:
4.2.1. The Company shall provide Broker Dealer Services to its Clients on its Site in accordance with the VARA Regulations.
4.2.2. The Company facilitates introductions between Buyers and Sellers to facilitate or ‘bring about’ transactions between such Buyers and Sellers directly, in relation to the Products. The Company provides the Broker Dealer Services only with respect to ‘arranging’ for the sale or purchase of Virtual Assets or Associated Contractual Rights. In the process of providing its Services, the Company shall not execute an order, act as an agent, or act as the principal during any transaction between parties on the Platform, whether for sale or purchase of Virtual Assets. Furthermore, the Company will not take custody, hold or manage client money or client Virtual Assets at any point during a transaction between parties on the Platform. A description of the Products along with the certain terms and conditions governing the Products available on the Platform is set out in the Client Agreement, which constitutes the principal agreement in relation to the Products. A detailed description of the Broker Dealer Services along with the terms and conditions governing the Broker Dealer Services is set out in the Client Agreement, which constitutes the principal agreement in relation to the Broker Dealer Services.
4.2.3. Upon opening an Account, the Client may either list a Product as a Seller or indicate an Expression of Interest, as a Buyer. If the due diligence is successful, the Company will feature the Product on the Platform for other Clients to submit an Expression of Interest.
4.2.4. The Client, in case it is a Seller, agrees and acknowledges that, the Company is only transmitting the Expression of Interest and not undertaking any other actions / measures to carry into effect or perform the transaction, whether as principal or as agent, including instructing another person to execute the transaction. Hence, the Company shall not be obligated to ensure that the most favourable price or deal is received by the Seller under the prevailing market conditions. Further, apart from vetting the Buyer, as a part of its KYC process, the Company shall not verify any other aspects relating to the Buyer including the Buyer’s financial credibility and capabilities. Further, through the listing questionnaire, the Client has provided the Company with specific instructions as to how to obtain Expression of Interest and the Company has accepted this instruction. By accepting a specific instruction, the Company may not be in a position to take all sufficient steps in order to obtain the best possible result for the Seller.
4.3. Advisory Services:
4.3.1. The Company shall provide Advisory Services to its Clients on its Site in accordance with the VARA Regulations. The Advisory Services will be limited to Virtual Assets available on the Platform, the Services and such Advisory Services may be further limited at the Company discretion to specific Virtual Assets only and not all Products available on the Platform. A detailed description of the Advisory Services along with the terms and conditions governing the Advisory Services is set out in the Client Agreement, which constitutes the principal agreement in relation to the Advisory Services.
5.1.1. All virtual assets that are made available on the Platform, shall be in compliance with the Company’s virtual asset standards. The Company may have bespoke virtual asset standards, which at a minimum, will be in compliance with VARA’s virtual asset standards as set out under VARA's Market Conduct Rulebook. [https://www.stix.co/virtual-assets-listing-standards].
6.1. To use our Services, you will be required to inter alia register an account on the landing page (“Account”) of the Site in accordance with the Client Agreement and other requirements of the Company as will be notified to you.
6.2. The following persons are eligible to register an Account on our Site, subject to them (a) satisfying the Company’s KYC/KYB requirements; (b) being validly existing and having the full power, authority and capacity under Applicable Laws to (i) access and use the Site and the Services; and (ii) enter into, comply with and be legally bound with the obligations under these Terms; and (c) having (i) not been previously removed or suspended from using the Site or the Services; or (ii) not being located, incorporated, otherwise established in, a citizen of, or resident of, or have business operations in a jurisdiction where the use of the Site or Services would contravene Applicable Law:
6.2.1. Qualified Investors (as defined under the VARA Regulations); or
6.2.2. Institutional Investors (as defined under the VARA Regulations); or
6.2.3. Other types of institutions that are well versed with the associated risks.
6.3. The Company reserves the right to amend the eligibility criteria at any time at its sole discretion. The Company further reserves the right to set out additional eligibility criteria at the time of purchase or sale of any of the Services. The eligibility criteria set forth in Clause 5.2 is in addition to those detailed in the Client Agreement.
7.1. For the purposes of opening an Account, the Company shall inter alia verify your email address, and direct you to submit documentation. The Company shall accept you as its Client only after you satisfactorily clear all the verifications required by the Company, including any verifications required under AML/CFT Laws, such as Know Your Customer (“KYC”), Know Your Business (“KYB”) verifications.
7.2. The detailed process of the opening of the Account and the rights and obligations in relation thereto, are provided in the Client Agreement.
7.3. The Company may at any time, refuse, restrict or limit the Services made available on the Site or decide to close the Account in the event you are found to have provided or refuse to provide any incorrect, incomplete, inaccurate, or false information.
8.1. Access to the Site is provided on an “AS-IS” basis. The Company makes no warranties, express or implied representations or guarantees as to the merchantability and/or fitness for any particular purpose or otherwise with respect to the Site, the Products, their content or any documentation, availability in a timely and error-free manner, to the maximum extent permitted by law. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
9.1. The Services are not directed at or to be distributed to any persons domiciled in any jurisdiction where all or part of the Services may be illegal or otherwise prohibited or restricted by the laws, regulations, rules of a country or territory or by the order or decision of a governmental, regulatory or judicial authority. You are responsible for compliance with Applicable Laws within your jurisdiction and/or any jurisdiction from which you access the Site and/or Services. To the extent permitted by law the Company reserves the right to limit access to the Site to any person, geographic region or jurisdiction.
10.1. All rights, title, and interest in and to (a) Services (including without limitation, software, algorithm, content, images, and/or any other data relating to the Site and/or Services); and/or (b) all of the Company’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to the Site or the Service(s) or any derivatives thereto, and/or any part of the of the Site and Services (Collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with the Company or other third parties who are protected from any unauthorized use, copying and dissemination by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights. The Company is the owner or the licensee of all Intellectual Property Rights on the Site and the Services, including without limitation, in relation to publications and any content or material published or made available on the Site. You agree to abide by all applicable copyright and other laws, and other additional copyright notices or restrictions contained in the Services, at all times. You agree and acknowledge that substantial time, effort, money, resources and energy has been spent by the Company and its consultants in developing and making the Services available to You. You agree to protect the intellectual property rights of the Company and of other third parties in relation to the Services.
11.1. By accessing the Site, you agree that you agree that you shall not:
11.1.1. conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Site or any Services provided via, or in relation to, our site. This including but not limited to using (or permitting, authorising, intermediating in use or attempting the use of) Any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor, scrape, replicate, bypass or republish any portion of the Site or any data, content, information or services accessed via the same or any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlation;
11.1.2. take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Company, or the infrastructure of any systems or networks connected to the Company;
11.1.3. use any devices, software or routine programs to interfere with the normal operation of the Site or Services; or
11.1.4. facilitate any viruses, trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Site and Services.
12.1. Our total liability and that of our affiliates to You or any third parties in respect of any losses or damages or claims or expenses or cost or proceedings arising under or in connection with the Terms, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the value of the aggregate value of fees paid by You to the Company in respect of which such losses or direct damages or claims or expenses have been suffered or incurred by You.
12.2. You agree that We shall not be liable to You for any fraudulent transactions undertaken through your Account which is due to Your direct or indirect action or inaction, wilful default or gross negligence.
12.3. Notwithstanding any other clause in these Terms, in no event will we or any of our affiliates be responsible or liable to you or any other person or entity for:
12.3.1. any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising out of or in connection with these Terms, including but not limited to any disclosed risks, any regular or unscheduled maintenance on the Site, damage caused by actions of any other third parties, damage or interruptions caused by malware or similar, affecting the Site or your devices or data stored thereon, suspension of our business, the accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services or for delays or omissions in communication or for any interruption thereto;
12.3.2. any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with our Site, policies or Services;
12.3.3. any losses or damages you may incur in the event of extreme market volatility howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit, loss of opportunity even if the Company had been advised of the possibility of the same arising or that the same were reasonably foreseeable, save for any losses or damages caused by the Company’s fraud or bad faith; and/or
12.3.4. any losses forming part of a claim that has not been commenced by way of formal legal action within one calendar year of the matters giving rise to the claim. You agree and acknowledge that this clause varies any limitation period otherwise applicable by law, and that if applicable law prohibits this, this clause will be read as a limitation period of the minimum enforceable length.
13.1. Virtual Assets and its transactions are subject to several risks, including but not limited to market risks, credit risks, liquidity risks, and technology risks. Please read our detailed Risk Disclosure Statement. If, due to any changes related to virtual assets, or any previously supported Product is no longer supported, we will assess the impact of such change as soon as possible and notify the client of all measures adopted by us to reduce any losses.
14.1. The Company is committed to promptly, fairly, consistently, and efficiently resolving all complaints received by Clients and views complaints as an opportunity to complete the loop, and continually improve the quality of its offerings. To that end, the Company has formulated and implemented a complaints handling policy and established procedures to facilitate the handling of complaints and redressal of grievances by complainants. Any complaint, or any other expression of dissatisfaction, relating to the Services provided by the Company must be dealt with in accordance with this policy. You can access our complaints handling policy.
15.1. The Company may collect, use and store the personal information which you provide from time to time including personal data within the meaning given to the terms in the Federal Decree-Law No. 45 of 2021 on personal data protection and the data protection-oriented provisions present in the Consumer Protection Standards issued by the Central Bank of the UAE and the VARA Regulations (“Data Protection Regulations”). Personal data may include information provided for the purpose of compliance with AML/CFT Laws and information deriving from transactions that you carry out on the Site. Our Privacy Policy sets out the terms on which we process any personal data and by accessing the Site, you understand and agree to such processing, and you affirm that all data provided by you is accurate and up to date. You consent to us using and holding your personal data in accordance with our Privacy Policy. Full details on how we use your personal data are available in our Privacy Policy.
16.1. The Company charges its Clients a fee for its Services, details of which are provided in the Client Agreement. By opening an Account and executing the Client Agreement, you agree to pay all applicable fees in connection with your use of the Services as set out in the Client Agreement or otherwise communicated to you.
17.1. You shall defend, indemnify, and hold harmless the Company and the Company’s subsidiaries, affiliates, officers, directors, agents, employees, representatives, successors and assigns (collectively, “Company Indemnified Parties”), without limit, from and against any and all actions, claims, suits, demands, judgments, losses, costs, expenses, regulatory fines and/or damages, including attorney’s fees, for or arising out of: (a) any breach by you of these Terms; and/or (b) any third party claims arising out of any breach by you of these Terms; and/or (c) failure to comply with any Applicable Laws.
17.2. You will indemnify and hold harmless the Company Indemnified Parties from all costs, expenses, damages, losses, including lost profits arising out of or in connection with anything done or omitted pursuant to any instructions given by you (whether by email, fax, letter, telephone or otherwise).
18.1. You agree to accept all communications from us via email. If we send an email to the email address on record for you, you agree and understand that this constitutes notice from us to you. If you email us, this constitutes notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
18.2. The Company may notify you through its Site, by placing a general notice which shall be deemed to have been given and received on the day such notice has been posted on the Site.
19.1. To the fullest extent permitted under Applicable Law: (a) no claim or right arising out of the Terms can be discharged, in whole or in part, by a waiver or renunciation of the claim or right unless such waiver or renunciation is express in writing and signed by the Company; (b) failure to insist on strict performance of any of the terms, conditions or obligations of the Terms will not operate as a waiver or acquiescence of any subsequent default or failure of performance; and (c) no waiver by the Company of any right or provision under the Terms will be deemed to be either, a waiver of any other right or provision or a waiver of that same right or provision at any other time.
20.1. If any provision of these Terms is held to be illegal, invalid or unenforceable in whole or in part, these Terms shall continue to be valid as to its other provisions and the remainder of the affected provision.
21.1. We may transfer or assign our rights and obligations under these Terms to any other person or organisation.
21.2. You may not assign or transfer any of your rights or obligations under the Terms without our prior written consent, which may, in some cases, require additional information to be provided or enhanced due diligence to be performed.
22.1. There is no guarantee that all means of communication between us will be secure, virus free or successfully delivered. We are not liable to you, and you accept responsibility if, due to circumstances beyond our reasonable control, communications are intercepted, delayed, corrupted, not received or received by someone else.
23.1. The Terms shall be governed by and construed in all respects in accordance with the laws of the United Arab Emirates, without giving effect to the principles of conflicts of law thereof. You agree that the Dubai Courts (excluding the DIFC courts) shall have exclusive jurisdiction in relation to any legal action or proceedings arising out of or in connection with these Terms and waive any objection to proceedings in such courts on the grounds that the proceedings have been brought in the wrong or inconvenient forum.