0. Preamble and Agreement to Terms

0.1 These Terms & Conditions (the “Terms”) form a binding contract between you (“you”, “your”, or the “User”) and Noovaedge (“we”, “us”, “our”). The Terms govern your access to, and use of, our website(s), mobile application(s), trading interfaces, APIs, and any related products and services (collectively, the “Services”).

0.2 By creating an account, clicking “I Agree”, or accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and the documents incorporated by reference, including our Privacy Policy, Cookie Policy, Risk Disclosure, and Fee Schedule (collectively, the “Platform Policies”).

0.3 If you do not agree with these Terms, do not access or use the Services. If you use the Services on behalf of a legal entity, you represent and warrant that you have full authority to bind that entity and that entity accepts these Terms.

1. Corporate Information and Contact

1.1 Legal Entity. The Services are provided by [Full legal name of the operating entity], trading as “Noovaedge”, incorporated in [Jurisdiction of incorporation], with registered office at [Registered address], and company number [Number].

1.2 Regulatory Status. We operate subject to applicable laws and regulations in the jurisdictions where the Services are made available. Nothing in these Terms shall be construed as a representation that we are licensed, authorized, or registered in any specific jurisdiction, unless expressly disclosed in our Legal & Licenses page.

1.3 Contact. You may contact us via: (a) the in-app help center; (b) support portal; or (c) the registered office address above for legal notices. We accept service of process only at the registered office.

2. Changes to Terms, Platform Policies, and Services

2.1 We may amend these Terms and Platform Policies at any time to reflect changes in law, market conditions, risk controls, or product features. Amendments are effective when posted to the Site or otherwise notified to you. Your continued use of the Services after changes become effective constitutes your acceptance of the amended Terms.

2.2 We may add, modify, suspend, or withdraw any Service, feature, or asset listing without prior notice where reasonably necessary for security, compliance, or business reasons. We are not liable for any losses resulting from such actions.

3. Eligibility, User Categories, and Prohibited Jurisdictions

3.1 Eligibility. You must: (a) be at least 18 years old or the age of majority in your jurisdiction; (b) have full capacity to contract; (c) not be subject to sanctions; (d) pass our onboarding checks; and (e) use the Services for yourself or as an authorized representative of a legal entity.

3.2 Prohibited Jurisdictions. You may not use the Services if you are located in, or a resident or national of, any jurisdiction on our Restricted Jurisdictions List (Annex C) or any country subject to comprehensive sanctions (e.g., as designated by the United Nations, OFAC, or other authorities).

3.3 Enterprise Users. If you register for an entity, you agree to provide corporate formation documents, beneficial ownership information, and any additional materials reasonably requested for compliance purposes.

4. Account Opening, Verification (KYC), and Ongoing Monitoring

4.1 Onboarding. You agree to provide accurate information during registration and to keep it current. We may request government-issued identification, proof of address, source of funds/wealth, and other materials. Failure to provide requested information may result in restricted features or account closure.

4.2 Verification Levels. We may offer tiered verification levels with differing limits (see Annex A). We may adjust your level or impose additional requirements at our discretion to manage risk and comply with law.

4.3 Ongoing Monitoring. You authorize us to conduct screening against sanctions, watchlists, and adverse media on a periodic and risk-sensitive basis. You must promptly notify us of changes to your circumstances (e.g., residency, PEP status, or occupation).

5. Security, Authentication, and Account Responsibility

5.1 Security Measures. We recommend enabling multi-factor authentication (MFA). You are responsible for safeguarding your credentials, devices, private keys, and recovery information. We will never ask for your password or one-time codes.

5.2 Compromise. Notify us immediately if you suspect unauthorized access. We may freeze the account while we investigate. We are not liable for losses where you failed to implement reasonable security measures.

5.3 Phishing and Social Engineering. You acknowledge that attacks may target you directly. Always verify communications originate from our official channels.

6. Wallets, Deposits, Withdrawals, and Blockchain Events

6.1 Wallet Types. We may provide omnibus custody, segregated sub-accounts, or third-party custodial solutions. The method used may vary by asset and region.

6.2 Deposits. You are responsible for sending assets to the correct address and network with any required memo/tag. Deposits sent to incorrect or unsupported addresses may be irrecoverable.

6.3 Withdrawals. Withdrawals may be queued, batched, or delayed for risk checks, network congestion, maintenance, or compliance. We may set daily limits or manual review thresholds. Fees and minimums are disclosed at the point of withdrawal.

6.4 Blockchain Events. In the event of forks, airdrops, token migrations, or other events, we may determine which network or asset to support at our discretion. We are not obligated to support any fork, airdrop, or derivative token.

7. Fiat On/Off-Ramps and Payment Methods

7.1 Third-Party Providers. Card processors, banks, and payment service providers (“PSPs”) are independent of us. Their terms, fees, and settlement times apply.

7.2 Chargebacks and Reversals. You authorize us to reverse or claw back funds credited to your account where a chargeback, reversal, or fraud is identified. We may freeze balances while investigating.

8. Trading Rules: Spot, Margin, and Derivatives

8.1 Spot Trading. You may submit market, limit, and other order types described in our Help Center. Orders are matched on a price-time priority basis subject to our matching engine logic and market rules.

8.2 Margin Trading. Where offered, margin trading permits leverage but increases risk. You are responsible for monitoring margin levels. We may liquidate positions automatically when maintenance margin levels are breached. Liquidation fees may apply.

8.3 Perpetual and Futures Contracts. For derivatives, funding rates, mark prices, and index composition are described in the product specs. We may adjust risk parameters (e.g., leverage caps, tiered margin, position limits) without notice to manage systemic risk.

8.4 Errors and Trade Cancellations. We may cancel or amend transactions affected by obvious error or system malfunction. Our decision is final to the extent permitted by law.

9. Market Integrity, Fair Usage, and Abusive Practices

9.1 Prohibited Conduct includes, without limitation: spoofing, layering, wash trading, quote stuffing, front-running, phishing, use of malware, and exploitation of any vulnerability. We may suspend accounts engaging in such conduct and report to authorities.

9.2 Fair Usage. We may rate-limit requests, restrict API keys, and impose position or notional caps to protect market integrity and platform stability.

10. API Access and Developer Terms

10.1 API Keys are personal to you. You are responsible for key storage, scopes, IP whitelisting, and rotation. Do not share keys with third parties.

10.2 Rate Limits and Throttling. See Annex D for current rate limits. Exceeding limits may result in temporary or permanent restrictions.

10.3 Liability. You accept all risks arising from automated strategies, including runaway orders, duplication, and fat-finger errors.

11. Earn, Staking, and Lending Products

11.1 Availability. Yield-generating products may be offered through us or third-party providers. Yields are not guaranteed and may fluctuate or become zero.

11.2 Risks. Counterparty default, slashing, smart contract failures, and market conditions can cause partial or total loss of principal. Read specific product terms before participating.

12. Custody, Title, and Segregation

12.1 Title. Unless otherwise stated, title to digital assets remains with you. Custody may be pooled in omnibus wallets with on-chain or off-chain accounting.

12.2 Insolvency Risk. In the event of our insolvency or that of a custodian, treatment of assets may depend on applicable law and contractual arrangements. You acknowledge the risk that assets could be subject to claims by creditors depending on jurisdiction.

13. Availability, Maintenance, and Incident Response

13.1 Downtime. We may schedule maintenance or experience unplanned outages. During incidents, we may disable deposits, withdrawals, or trading to preserve integrity.

13.2 Incident Handling. We follow an incident response process including triage, containment, remediation, and post-mortem review. Critical updates may be communicated via status pages or in-app notices.

14. Fees, Costs, and Taxes

14.1 Fees. See Annex A (Fee Schedule). Fees may vary by product, asset, volume tier, and liquidity. Fees are deducted from balances or collected at execution.

14.2 Network Fees. Blockchain network fees are dynamic and outside our control. You are responsible for all miner/validator fees.

14.3 Taxes. You are solely responsible for determining and paying any taxes arising from your use of the Services. We may provide statements but do not provide tax advice.

15. Comprehensive Risk Disclosure

15.1 Market Risk: Asset prices may move rapidly and unpredictably, causing large losses.

15.2 Liquidity Risk: Markets may become illiquid; orders may not fill at expected prices.

15.3 Leverage Risk: Leverage magnifies gains and losses; liquidations can occur quickly.

15.4 Smart Contract Risk: Protocol bugs or exploits can lead to loss of funds.

15.5 Custodial Risk: Theft, fraud, hacking, or custodian insolvency can cause losses.

15.6 Regulatory Risk: Laws and regulations may change, restricting or prohibiting products.

15.7 Operational Risk: System failures, human error, or third-party outages may impact services.

15.8 Counterparty Risk: Losses may occur if a counterparty defaults on obligations.

15.9 Stablecoin Risk: Peg maintenance is not guaranteed; depegging events can occur.

15.10 Fork/Airdrop Risk: We may not support all forks or airdrops; values can be volatile.

15.11 Currency Risk: FX rates can impact fiat conversions and asset valuations.

15.12 Legal Risk: Your activities may be illegal in your jurisdiction; you must comply with local laws.

16. Third-Party Services and Links

16.1 External Services. Third-party services (including PSPs, custodians, or data providers) are governed by their own terms. We are not responsible for their acts or omissions.

16.2 Links. Links to external sites do not imply endorsement. Access at your own risk.

17. Sanctions, AML/CTF, and Financial Crime Compliance

17.1 You must not use the Services if you are subject to sanctions or appear on any list maintained by competent authorities (including but not limited to OFAC, HMT, EU, or UN).

17.2 We implement a risk-based program including KYC, transaction monitoring, enhanced due diligence, and suspicious activity reporting where required by law.

18. Consumer Protection, Complaints, and Redress

18.1 Consumers. If consumer protection laws apply to you, you may have additional rights that cannot be excluded. These Terms operate to the maximum extent permitted by law.

18.2 Complaints. Submit complaints via our help center. We will acknowledge within a reasonable time and aim to resolve promptly. See Annex F for our complaints procedure.

19. Warranties, Disclaimers, and Limitation of Liability

19.1 As-Is. The Services are provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including fitness for a particular purpose.

19.2 Limitation. To the fullest extent permitted by law, we exclude liability for indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, loss of data, business interruption, or loss of goodwill.

19.3 Cap. Our aggregate liability for all claims arising out of or relating to the Services shall not exceed the greater of (a) the fees you paid to us in the twelve months preceding the event giving rise to the claim, or (b) USD 500.

20. Your Representations, Covenants, and Indemnification

20.1 You represent that all information you provide is true, accurate, and complete; that you will comply with applicable law; and that you will not engage in prohibited conduct.

20.2 You agree to indemnify, defend, and hold harmless us, our affiliates, and their directors, officers, employees, and agents from any claims, losses, or expenses arising out of your breach of these Terms, violation of law, or misuse of the Services.

21. Suspension, Termination, and Dormancy

21.1 We may suspend or terminate access without notice where necessary for security, compliance, or risk management, or if you breach these Terms.

21.2 Dormant Accounts may incur fees or be subject to escheatment in accordance with applicable law. We will provide notices as required.

22. Data Protection and Privacy

22.1 We process personal data in accordance with our Privacy Policy and applicable laws (e.g., GDPR, NDPR, or other regional frameworks where applicable).

22.2 International Transfers. Where we transfer personal data internationally, we implement appropriate safeguards such as standard contractual clauses.

23. Cookies and Tracking Technologies

23.1 We use cookies and similar technologies for functionality, analytics, and security. You can manage preferences via your browser and our cookie settings center.

24. Electronic Communications, E-Signature, and Records

24.1 You consent to receive communications electronically and to the use of electronic signatures. Electronic records maintained by us shall be deemed accurate and conclusive, subject to manifest error.

25. Notices, Assignment, Entire Agreement, and Severability

25.1 Notices. We may provide notices by email, in-app message, or posting on the Site. You must keep your contact details current.

25.2 Assignment. You may not assign these Terms without our consent. We may assign to an affiliate or as part of a corporate transaction.

25.3 Entire Agreement. These Terms and Platform Policies constitute the entire agreement and supersede prior understandings.

25.4 Severability. If any provision is found invalid, the remainder remains in effect.

25.5 No Waiver. Our failure to enforce any right does not waive it.

26. Governing Law, Arbitration, and Class Action Waiver

26.1 Governing Law. These Terms are governed by the laws of [Governing Law Jurisdiction], without regard to conflict-of-laws principles.

26.2 Arbitration. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the rules of [Arbitration Institution] in force at the time of the dispute. The seat of arbitration shall be [City]; the language shall be English; the tribunal shall consist of one arbitrator.

26.3 Class Actions. You and we agree that disputes will be resolved only on an individual basis and not as part of a class or representative action, to the extent permitted by law.

27. Language, Interpretation, and Survival

27.1 Language. These Terms are drafted in English. Translations are for convenience only; the English version prevails in case of conflict.

27.2 Survival. Clauses relating to fees, indemnities, intellectual property, limitation of liability, dispute resolution, and data processing survive termination.

Annex A – Fee Schedule (Template)

A.1 Trading Fees: Maker [x.xx%]; Taker [x.xx%]; Volume tiers based on 30-day notional. Fees may vary by asset class and pair.

A.2 Withdrawal Fees: Dynamic per network; displayed at point of withdrawal.

A.3 Deposit Fees: Typically zero for crypto; fiat PSP charges may apply.

A.4 Funding/Futures Fees: Funding rates are variable; details in product specs.

A.5 Inactivity/Dormancy Fees: Applied to dormant accounts after [x] months where permitted by law.

A.6 Other Fees: API, liquidation, or manual processing fees may apply as disclosed on the Site.

Annex B – Expanded Risk Notice

B.1 Strategy Risks: Complex strategies (arbitrage, grid, martingale) involve compounding risks and operational complexities that may fail under stressed markets.

B.2 Market Dislocations: During extreme volatility, spreads widen and slippage increases; stop orders may execute at prices materially different from expected.

B.3 Oracle and Index Risks: External price sources may be delayed, manipulated, or unavailable; mark prices and index composition can change without notice.

B.4 Liquidation Mechanics: Liquidations are algorithmic. Once triggered, positions may be reduced or closed at market without further notice to you.

B.5 Collateral Risks: Collateral haircuts, cross-margin netting, and asset correlations may produce losses greater than anticipated.

B.6 Protocol/Chain Risks: Bridges, L2s, and cross-chain infrastructure may be exploited, paused, or rolled back, impacting balances and transfers.

B.7 Jurisdictional Shifts: Rapid regulatory changes may require us to restrict products or exit markets with little or no notice.

B.8 Interest/Yield Risks: Variable yields may fall to zero or become negative; lock-ups can limit liquidity during stress events.

B.9 Counterparty and Custody: Third-party custodians may impose withdrawal limits or halt services; rehypothecation (if applicable) will be separately disclosed.

B.10 Technology and Data: Latency, packet loss, or ISP outages may lead to missed opportunities or unintended executions.

Annex C – Restricted Jurisdictions (Illustrative)

C.1 You are prohibited from accessing the Services from jurisdictions subject to comprehensive sanctions or where local law prohibits the Services. The list may include, without limitation, [Jurisdiction examples—update regularly]. You must check the current list before using the Services.

Annex D – API Rate Limits and Technical Rules

D.1 REST Requests: [x] requests per second per key; burst tolerance [y].

D.2 WebSocket Subscriptions: Max [x] streams per connection; heartbeat/ping interval [y] seconds; disconnect on missed pongs.

D.3 Order Throttling: Max [x] new order requests per second per account; duplicates may be rejected.

D.4 Retry/Backoff: Implement exponential backoff; do not aggressively reconnect during incidents.

D.5 Data Use: Market data is provided “as is” for personal trading; redistribution requires prior written consent.

Annex E – Glossary of Defined Terms

Account means An account opened with us that enables you to access the Services.

Affiliate means Any entity controlling, controlled by, or under common control with another entity.

Airdrop means A distribution of digital assets by a protocol or third party.

AML/CTF means Anti-Money Laundering and Counter-Terrorist Financing.

API means Application Programming Interface used to access certain features programmatically.

Applicable Law means All laws, regulations, rules, and guidance applicable to your use of the Services.

Asset means Any digital or fiat asset supported by the Platform.

Custodian means A third party engaged to hold assets on our behalf.

Derivatives means Contracts whose value is derived from an underlying asset or index.

Fork means A change to a blockchain’s protocol that may create multiple chains.

Funding Rate means Periodic payments exchanged between long and short positions on perpetual contracts.

Index Price means A composite price derived from multiple venues as described in product specs.

KYC means Know Your Customer processes for identity verification.

Liquidation means The process of closing a position when maintenance margin requirements are not met.

Maintenance Margin means The minimum margin required to keep a position open.

MFA/2FA means Multi-Factor or Two-Factor Authentication for account security.

Omnibus Wallet means A wallet where multiple users’ assets are pooled with off-chain accounting.

Order Book means A list of buy and sell orders organized by price level.

PEP means Politically Exposed Person as defined by applicable guidance.

PSP means Payment Service Provider.

Sanctions means Trade or economic restrictions imposed by competent authorities.

Services means The products, features, and tools we provide, as updated from time to time.

Settlement means The process of finalizing transactions and updating balances.

Stablecoin means A digital asset intended to maintain a stable value relative to a reference asset.

Staking means The act of locking assets to support a network in exchange for rewards.

User means Any individual or entity that accesses or uses the Services.

Cross-Margin means Margin shared across multiple positions to reduce liquidation risk.

Isolated Margin means Margin assigned to a single position, limiting risk to that position.

Mark Price means A fair price used to avoid unnecessary liquidations, based on index and funding basis.

Notional Value means The total value of a leveraged position used to determine margin requirements.

Slippage means The difference between expected and executed price due to market conditions.

Stop Order means An order that becomes a market order upon reaching a specified trigger price.

Take-Profit/Stop-Loss means Conditional orders used to lock in gains or limit losses.

Throttling means Limiting the rate of requests to protect system stability.

Volatility means The degree of variation in asset prices over time.

Wallet Address means An alphanumeric string representing a destination on a blockchain network.

Annex F – Complaints Handling Procedure

F.1 Submission. File complaints via the help center with your account ID, a description of the issue, timestamps, and screenshots if applicable.

F.2 Acknowledgment. We will acknowledge receipt within [x] business days and provide a case number.

F.3 Investigation. We will investigate in a fair and timely manner, which may include contacting third parties and reviewing system logs.

F.4 Resolution. We aim to provide a final response within [x] business days where feasible. If you remain dissatisfied, you may be able to escalate to an external dispute resolution body where available.

F.5 Records. We keep complaint records for at least [x] years and review outcomes to improve our services.