Terms of Service Agreement

Terms of Service

This Terms of Service Agreement (the or these “Terms”, “Terms and Conditions”, “Service Agreement”, and “Agreement”) is a binding contract between you (“User”, "you" or "your”) and Replica Trader Inc. (together with its subsidiaries and affiliates, “we”, “us” or “our). By accessing and using replicatrader.com and any services offered by us, as further described below (“Service”, collectively, the “Services”), you agree that you have read, understood, and accepted all of the terms and conditions contained in this Agreement.

PLEASE READ THESE TERMS CAREFULLY USING OUR SERVICES AS THEY GOVERN YOUR LEGAL RELATIONSHIP WITH REPLICA TRADER INC. IF YOU DISAGREE WITH ANY PART OF THE TERMS THEN YOU MAY NOT PURCHASE, USE AND/OR ACCESS OUR SERVICES. THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR LEGAL RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY. PRIOR TO ACCESSING OUR SITE AND/OR USING OUR SERVICES YOU ARE STRONGLY ADVISED TO OBTAIN LEGAL AND TAX ADVICE FROM YOUR HOME JURISDICTION. WE MAKE NO REPRESENTATIONS WHATSOEVER WITH RESPECT TO WHETHER YOUR USE OF OUR SITE AND/OR SERVICES IS IN COMPLIANCE WITH THE LAWS OF YOUR HOME JURISDICTION. YOU FURTHER AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR PAYMENT OF TAX WHETHER ON ACCOUNT OF INCOME, CAPITAL GAIN(S), SPECULATION, WINDFALL OR ANY OTHER LEVY OF ANY KIND OR NATURE PAYABLE IN ANY JURISDICTION ARISING FROM YOUR USE OF OUR SITE AND/OR SERVICES.

Subject to these Terms, Replica Trader Inc. grants you a limited, non-exclusive, non-sub-licensable and fully revocable license to access and use the Services during the time that you are in compliance with these Terms.

1. Agreement

Replica Trader Inc. reserves the right, at its sole discretion, to modify or replace these Terms at any time, with or without notice to the User. Any such modification will be effective immediately upon public posting. Your continued use of our Services following any such modification constitutes your acceptance of these modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. Replica Trader Inc. encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your purchase of, access to, and use of, the Service.

2. Disclaimer

Replica Trader Inc. does not provide financial advice, investment management or any consulting or advisory services. Replica Trader Inc. is not a Bank or Financial Institution and does not provide financial services. Replica Trader Inc. operates as a software service provider that enables a platform for Users to connect with Copy-Traders. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

3. Eligibility

By accessing or using our Services, you represent and warrant that: (a) you are at least 18 years old or of legal age in your home jurisdiction to form a binding contract under applicable law, are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, and (b) if you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity, and (c) you are legally permitted to use the Services in your home jurisdiction, and (d) you are legally permitted to own cryptocurrencies in your home jurisdiction, and (e) you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that Replica Trader Inc. is not liable for your compliance with such laws, and (f) you understand the inherent risks associated with digital assets, and trading digital assets, and (g) you have a working understanding of the usage of digital assets such as Ethereum (ETH) and Bitcoin (BTC), smart contract-based tokens such as those that follow the Ethereum Token Standard, and blockchain-based software systems, and (h) you are not on any trade or economic sanctions lists, including, but not limited to, the UN Security Council Sanctions list, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Replica Trader Inc. maintains the right to restrict or deny the provision of Services in certain countries and/or to certain natural persons and/or juristic persons at its sole discretion, and (i) there will be no refunds under any circumstance.

4. Services

Your Replica Trader Inc. Account (“Replica Trader Inc. Account” or “Account”) provides access to the following Services, accessible to all users (upon availability) unless otherwise noted: (a) replicatrader.com (the “Site”) (b) Copy Trading: Our Copy-Trading software allows a Copy-Trader to earn income by allowing other Users to replicate the Copy-Trader trading activities; and allows Users to automatically replicate the trading activity from any of the Copy-Traders. (c) Affiliates: Replica Trader Inc. ’s traders (“merchant”) can create promotional campaigns to be promoted by other users (“affiliates“).

5. Account

5.1. Account Registration. By accessing or using the Services or registering for an account with us (“Account”), you agree that you have read, understood and accept all of the terms and conditions contained in this Agreement. You also represent that you have the legal authority to accept these Terms on behalf of yourself and any party you represent in connection with your use of the Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms "you", and "your" applying to you, that entity, and other users accessing the Services on behalf of that entity. We may, in our sole and absolute discretion, without liability to you or any third party, refuse to let you open an Account, suspend your Account, consolidate Accounts if you have more than one or terminate your Account or your use of one or more of the Services. Such actions may be taken as a result of a number of factors, including by legal/regulatory demand, or your violation of the terms of this Agreement. We may also temporarily suspend access to your Account if a technical problem so requires.

5.2. Security of your Account. Services are provided on a non-custodial basis. We do not know nor have access to the credentials or the private keys of the External Exchange Account you use in connection with the Services. Therefore, you are exclusively responsible for maintaining the confidentiality and security of your External Exchange Accounts or devices you use to access the Services. You are also responsible for maintaining the security of the External Exchange Accounts, Accounts and Digital Asset Wallets you utilize in connection with the Services, and for ensuring that no unauthorized person has access to your External Exchange Accounts, Accounts, wallet files, its private keys, or any device that you utilize in connection with the Services. We will not be liable for any loss or damage arising from your failure to protect your External Exchange Accounts, Accounts and Digital Asset Wallets.

5.3. Prohibited Activities. In connection with your use of the Account or the Services, you will not: (a) violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services; (b) engage in any trading activity which, in our sole discretion, amounts to or may amount to market abuse including without limitation pumping and dumping, entering fictitious transactions or wash trading, front running, bear raiding or engaging in disorderly market conduct; (c) infringe upon our or any third party’s copyright, patent, trademark, or other intellectual property rights; (d) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data or information; (e) transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; (f) otherwise attempt to gain unauthorized access to or use of the Site, the API, other Accounts, or computer systems connected to the Site; or (g) engage in any behavior which violates this Agreement or is otherwise deemed unacceptable by us in our sole discretion.

6.General Use, Prohibited Use, and Termination

6.1. Limited License. We grant you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Site and the Services solely for approved purposes as permitted by Replica Trader Inc. from time to time.

6.2. Accuracy of the Site and Related Media. Although we intend to provide accurate and timely information (i) on the Site and its related portal sites, and (ii) through third-party social media and other digital means, including but not limited to digital services provided by Instagram, Discord, and YouTube, information presented therein (including, without limitation, the Content) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site or otherwise drawn from the Content are your sole responsibility and we shall have no liability for such decisions. Links to unaffiliated third-party materials (including without limitation websites and unaffiliated third-party Digital Asset Exchanges) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any unaffiliated third-party materials or on any unaffiliated third-party sites accessible or linked to the Site or the Services.

6.3. Unaffiliated Third-Party Access. If, to the extent permitted by Replica Trader Inc. from time to time, you grant express permission to an unaffiliated third party to access or connect to your Account, either through the unaffiliated third party’s product or service or through the Site, you acknowledge that granting permission to an unaffiliated third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any unaffiliated third party with access to your Account. Further, you acknowledge and agree that you will not hold Replica Trader Inc. responsible for, and will indemnify Replica Trader Inc. from, any liability arising out of or related to any act or omission of any unaffiliated third party with access to your Account.

6.4. Prohibited Use. In connection with your use of the Services, and your interactions with other users, and any unaffiliated third parties, you agree and represent you will not engage in any Prohibited Activities defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request. We reserve the right to cancel and/or suspend your Account if we determine, in our sole discretion, that your Account is associated with a Prohibited Use.

6.5. Suspension, Termination, and Cancellation. We may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your Account if (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your Account in connection with a Prohibited Use; (iii) use of your Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) you take any action that Replica Trader Inc. deems as breaching the Agreement. If Replica Trader Inc. suspends or closes your account or terminates your use of one or more Services for any reason, we may or may not provide you with notice of our actions unless a court order or other legal process prohibits Replica Trader Inc. from providing you with such notice. You acknowledge that Replica Trader Inc. decision to take certain actions, including limiting access to, suspending, or closing your Replica Trader Inc. Account may be based on confidential criteria that are essential to Replica Trader Inc. ’s risk management and security protocols. You agree that Replica Trader Inc. is under no obligation to disclose the details of its risk management and security procedures to you.

6.6. Relationship of the Parties. Replica Trader Inc. is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Replica Trader Inc. to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Replica Trader Inc. to be treated as the agent of the other.

6.7. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all user IDs, passwords, and private keys that you use to access the Services.

6.8. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct in connection with the Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities.

7. Service Fees

By using Replica Trader Inc. Services, you agree to pay all applicable fees.

8. Copyright Intellectual Property

The Site and Services contains copyright material, trade names and marks and other proprietary information, including, but not limited to, text, software, photos, and graphics, and may in future include video, graphics, music and sound ('Content'). The Content is protected by copyright law, registered, and unregistered trademarks, database rights and other intellectual property rights. Replica Trader Inc. owns the copyright, database right and other intellectual property rights in the selection, coordination, arrangement, and enhancement of such Content, as well as in the Content original to it. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the Content, in whole or in part except as provided in this Agreement. You may download information from the Website for your own personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without our express permission or that of the copyright owner. In the event of any permitted copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.

9. Risk Disclosures

Trading digital assets is risky and you should never trade more than you can afford to lose. The following list of risks associated with digital assets and the Services is not exhaustive.

(a) Risks of trading in digital assets. Digital asset prices are highly volatile and trading in digital assets is extremely risky. In addition, several factors may affect market liquidity for a particular digital asset, such as regulatory activity, market manipulation, the acts or omissions of the issuer of the digital asset, or unexplainable price volatility. By using the Services, you accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal into the risks of the transaction and the underlying digital asset.

(b) Risks of copy-trading. Our listing of a Copy Trader does not indicate approval or disapproval of their merits. We give no warranty as to the suitability or reliability of the Copy Trader, and we owe no fiduciary duty in our relations with you. You must conduct your own due diligence.

(c) No brokering transactions or provision of investment advice. We provide a software and platform for connecting Users to Copy Traders and to Digital Asset Exchanges. We do not broker transactions on your behalf. Our Relationship does not constitute a Broker-Client Relationship. We do not act as a principal, counter-party, or market-maker in the transactions effected through trading using the Services or in providing financing for financed trading on the Trading Terminal. We do not advise on the merits of any particular Digital Assets or Trader or Signal Provider or Digital Asset Exchange. We do not advise on transactions, or associated risks, or provide any other financial, investment or legal advice in connection with the Services. To the extent that we do provide trading data, post market commentary, articles, or make social media posts, the act of doing so is incidental to your relationship with us and such information may not be considered as investment or financial advice and should not be construed as such. BUYING OR SELLING DIGITAL ASSETS IS SOLELY THE USER’S DECISION AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENT LOSS.

(d) No guarantee of continuous access to Services. We do not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of our Site or Services may be interfered with by numerous factors outside of our control, including regulatory reasons and issues with various Blockchain networks.

10. Indemnification and Release

Replica Trader Inc. and its subsidiaries, parents, affiliates, service providers, and each of their respective officers, directors, agents, joint venturers, employees, or representatives (collectively, the "Released Parties"), are not liable for any damages that may arise out of or in connection with your use of the Services. This includes, but is not limited to, claims, applications, injuries, delays, direct loss, loss of business or profits, business interruption costs, loss of goodwill or business profits, loss of cryptocurrency or digital assets, damage caused by your computer, computer software, systems and programs, and the data thereon or any other direct or indirect, consequential and incidental damages. In addition, the Released Parties are not liable for any losses incurred, either directly or indirectly through your use of the Site or the Services or any of its functions and features (collectively, all of the foregoing items shall be referred to herein as "losses"). The Released Parties are hereby released by you from liability for any and all losses. These limitations of liability apply whether the liability or losses are based on negligence, contract, tort, or any other basis, even if the Released Parties had been advised or should have known of the possibility of such losses. You agree to indemnify and hold the Released Parties harmless from any claim or losses (including attorneys’ fees and any losses, fines, fees, or penalties imposed by any regulatory authority in any jurisdiction) arising out of your breach of this Agreement, or your violation of any law or regulation in any jurisdiction.

If you have a dispute with one or more Users, or other third parties, you release the Released Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

11. LIMITATION OF LIABILITY; NO WARRANTY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT RELEASED PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. THE RELEASED PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY DIGITAL ASSETS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REPLICA TRADER INC. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. REPLICA TRADER INC. DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Governing Law; Venue and Arbitration

You agree to arbitrate any dispute arising from these Terms or your use of the Services. Arbitration prevents you from suing in court or from having a jury trial. You agree to notify each other in writing of any dispute within sixty days of when it arises. In addition, you agree: (a) To attempt informal resolution prior to any demand for arbitration for at least 7 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon receipt of written notice from you. If we cannot resolve the dispute on an informal basis, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis; (b) That any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the St. Vincent & the Grenadines Arbitration Rules; (c) That the number of arbitrators shall be one; (d) That the place of arbitration shall be the Islands of St. Vincent & the Grenadines by virtual hearing, unless the Parties agree otherwise; (e) That the language to be used in the arbitral proceedings shall be English; (f) That the Courts in the Islands of St. Vincent & the Grenadines shall have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration; (g) That the arbitrator has the authority to grant any remedy that would otherwise be available in court; and (h) That the parties shall split the costs and expenses of any arbitration and bear their own legal costs and expenses.

Any dispute between the parties will be governed by these Terms and the laws of the Islands of St. Vincent & the Grenadines, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

You will only be permitted to pursue claims against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

13. Miscellaneous

13.1. Entire Agreement. This Agreement comprises the entire understanding and agreement between you and Replica Trader Inc. as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Replica Trader Inc. . The heading and explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.

13.2. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

13.3. Sever-ability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.

13.4. Force Majeure. We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.

13.5. Amendments. We may amend any portion of this Agreement at any time by posting the revised version of this Agreement with an updated revision date. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Agreement and shall apply on a going-forward basis with respect to transactions initiated after the posting date.

13.6. Survival. Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

13.7. Waiver and Conflict. The failure of Replica Trader Inc. to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.

13.8. Third Party Rights. This Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third-party beneficiary of this Agreement, and no other person shall assert any rights as a third-party beneficiary hereunder.

14. Contact

If you have any questions about this Agreement, please contact us at [email protected].

This document was last updated on May 30, 2021.