(Last update:   18/7/2024)

THESE TERMS, TOGETHER WITH THE INVESTOR BUSINESS TERMS, RELATED ACCOUNT OPENING DOCUMENTS, THE EXCHANGE RULES, ANY OTHER RELEVANT AGREEMENTS INTO WHICH THE CLIENT AND HBML HAVE ENTERED, CONSTITUTE THE ENTIRE AGREEMENT AND CONTAINS IMPORTANT TERMS AND CONDITIONS APPLICABLE TO THE ACCOUNT.

HBML MAY IN ITS ABSOLUTE DISCRETION DISCLOSE TO THE CLIENT THE RISKS OF THE CLIENT’S USE OF THE SERVICES FROM TIME TO TIME. THESE TERMS DO NOT FULLY DISCLOSE THE RISKS OR MATERIAL ASPECTS OF CONDUCTING TRANSACTIONS OR USING THE SERVICES. THE CLIENT SHOULD NOT CONSTRUE THESE TERMS AS LEGAL, TAX OR FINANCIAL ADVICE. HBML IS NOT ACTING AS THE CLIENT’S FINANCIAL ADVISOR AND THE CLIENT MUST NOT REGARD HBML AS ACTING IN THAT CAPACITY. THE CLIENT SHOULD CONSULT ITS OWN INDEPENDENT PROFESSIONAL ADVISORS BEFORE ENTERING INTO ANY TRANSACTION AND ONLY USE THE SERVICES IF THE CLIENT HAS FULLY UNDERSTOOD THE NATURE, THE CONTRACTUAL RELATIONSHIP INTO WHICH HE IS ENTERING, ALL RELEVANT TERMS AND CONDITIONS AND THE NATURE AND EXTENT OF THE CLIENT’S EXPOSURE TO LOSS. THE CLIENT HAS BEEN RECOMMENDED TO READ THESE TERMS CAREFULLY AND RETAIN THESE FOR THE CLIENT’S RECORDS.

To :

HashKey Bermuda Limited (also known as HashKey Global)

c/o Carey Olsen Services Bermuda Limited, Rosebank Centre,

5th Floor, 11 Bermudiana Road, Pembroke, HM 08, Bermuda

(“HBML” or the “Company”)

The Client agrees to be bound by the following terms and conditions which will apply to any use of API related services which HBML may in its absolute discretion provide to the Client from time to time.

1. Risk Disclosures

This clause provides you with basic facts about trading through HashKey API (as defined hereunder). Trading through Hashkey API increases the risk posed to your account security and may result in the compromise of your account credentials and the loss of funds that you have deposited into your Account. It is important that you fully understand the risks involved in using HashKey API.

Using HashKey API will allow you to use, access, call, command, query or request the API to take certain actions in relation to your Account for and on your behalf.

Prior to using HashKey API, you must verify your identity through an API Key (as defined hereunder). You will, therefore, be required to create an API Key on our site. The API Key is a representation, verification, and authentication of your identity to us and is comprised of a public and a private key pair.

An API client that uses your API Key can operate the API to give user instructions. When you do so, you are authorizing that API client to send us user instructions on your behalf. Thus, when using an API client, you should always ensure that the security of the said client or device from which you access such client, is sufficiently and adequately secure from compromise. 

Certain external service providers may require you to give them your API Key to support convenience services. Giving away your API Key is akin to giving away your login credentials. Giving away your API Key to a third party also means the third-party can and will have access to all your Account details, data, and authority to make and give instructions to our API on your behalf. You should exercise extreme caution in verifying the credibility and reliability of third parties that request for your API Key.

APIs are subject to certain limitations such as limits for pulling or pushing data. API functions are also limited by the API commands that are available. APIs may also be victim of poor computer engineering and as a result suffer erroneous application or result in compromise.

You should understand and study the HashKey Global Exchange API Documentation (“API Documentation”) that is updated on our website from time to time with the prevailing limitations. These limitations, updates on bugs, addition, amendment, or removal of commands will affect your existing API client setup. Such changes may altogether affect (if on-going) the functioning of HashKey API and accordingly our services to you.

We may at times make amendments to HashKey API without prior notice to you or without updating the API Documentation. This may impact your use of HashKey API and you therefore understand and accept the risks set out in the Risk Disclosures herein and accept that it is your sole responsibility to keep yourself consistently updated on changes to the API Documentation and or these Terms (as defined hereunder).

2. Definitions and Interpretation

2.1 Defined terms shall have the same meaning as ascribed to it in the Investor Business Terms between the Client and the Company, otherwise in these API User Terms (“these Terms”), the following words and expression shall have the following meanings: -

“Agreement” means these Terms, being the written agreement between the Client and HBML regarding the access and operation of HashKey API as amended from time to time;

"API" means application programming interface;

“API Key” means a key or such license provided by HBML to access HashKey API (as defined below).

2.2 In the event of, and only to the extent of, any conflict or inconsistency among or between any provisions of these Terms and the Investor Business Terms, the Investor Business Terms shall prevail in so far as is necessary to resolve the conflict or inconsistency.

3. Services and Restrictions

3.1 HashKey API. Subject to the terms and conditions listed in these Terms, HBML hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable and revocable license, to electronically access and use HashKey API solely for the following purposes:

• Access information provided by HBML via the API (“HashKey API”) as permitted by HBML;
• Retrieve market data of HBML;
• Initiating and cancelling trading, withdrawal and transfer transactions on HBML; and
• Retrieve asset balance.

HBML will provide the Client with an API Key to access and use HashKey API. This API Key, being the exclusive property of HBML, may be terminated or revoked at HBML's sole discretion if the Client's use of HashKey API is deemed to breach this Agreement. HBML reserves the right to update HashKey API from time to time, and such updates may necessitate Client action, including but not limited to, acceptance of any additional terms. In the event of such updates, the Client does not have the right to terminate this Agreement but is responsible for ensuring their use of HashKey API complies with the latest version and these Terms. Furthermore, HBML reserves the right to terminate this Agreement immediately at its sole discretion, particularly in instances where the Client breaches the terms of this Agreement. Upon such termination, the Client shall immediately stop using HashKey API. HBML may independently communicate with any relevant third-party, including third-parties to whom the Client has communicated its API Key, to provide notice of the termination of the Client’s right to use HashKey API.

3.2 Restrictions

(a) You shall not use HashKey API in any manner that is not authorized by this Agreement expressively.

(b) You shall not lease, sell, sublicense, assign, or otherwise transfer your rights to access Hashkey API to a third party.

(c) You shall not use Hashkey API for purposes of monitoring the availability of any HashKey Global products for competitive purposes.

(d) You shall not use Hashkey API for collecting, caching, aggregating, or storing data accessed via HashKey API other than for purposes allowed under this Agreement. You may not share such data or content with third parties in any manner without HBML’s prior written consent.

(e) You shall not use Hashkey API for any application that constitutes or uses in conjunction with spyware, adware, or any other malicious programs or codes.

(f) You shall not use Hashkey API to encourage, promote, or participate in illegal activity, violating intellectual property rights or privacy rights or Terms listed in this Agreement.

(g) You shall not use Hashkey API in a way that will exceed a reasonable usage, excessive request volume, or otherwise impacts the stability of HashKey Global's servers.

(h) You shall not modify or alter Hashkey API.

(i) You shall not attempt to circumvent any limitations on API requests HBML put in place.

3.3 Service Availability. HBML will use reasonable efforts to ensure that Hashkey API is available for use by the Client. However, HBML does not guarantee uninterrupted or error-free operation of Hashkey API, and shall not be liable for any loss or damages resulting from Hashkey API being temporarily unavailable due to technical issues beyond our control.

3.4 Data Protection and Privacy. The Client acknowledges that they have read and understood HBML's Privacy Policy as published on its website, which sets out how HBML collects, stores, uses, and protects the Client's personal data. By using Hashkey API, the Client consents to the collection and use of their data in accordance with HBML's Privacy Policy.

4. Content and IP Ownership

Except as otherwise provided in this Agreement, HBML retains all rights, title and interest in all intellectual property rights and improvements thereto associated with Hashkey API. You shall not take any action inconsistent with HBML’s ownership of Hashkey API and its content. If Client violates any portion of this Agreement, the license granted hereunder may be terminated at any time.

5. Security and Stability

You acknowledge that it is in the best interests of both parties that HashKey Global maintains a stable and secure environment. Thus, HBML reserves the right to change the method of access to Hashkey API. You also acknowledge and agree that, HBML may, in its sole discretion, temporarily suspend your access to Hashkey API (for example, by disabling your API Key) under this Agreement to minimize security threats and protect the operational stability and security of the HashKey Global system.

6. Indemnity and Exclusion of Liability

6.1 The Client hereby agrees to fully indemnify HBML, HBML’s directors, officers, employees, HBML’s Associated Entities and nominees and HBML’s Affiliates and keep all such persons indemnified against all claims, actions, liabilities, proceedings against any of such persons and bear any losses, costs, charges or expenses (including legal fees) (together “Losses”) which they may suffer in connection with a breach of this Agreement by Client save to the extent that such Losses arise directly or predominantly as a result of HBML’s negligence, fraud or willful default.

6.2 To the maximum extent permitted under applicable laws, HBML shall not be liable for any Losses suffered by the Client as a result of or in connection with the Client’s utilizing any of the services or in connection with these Terms other than Losses arising directly as a result of any gross negligence, fraud, or willful default on HBML’s part, or that of HBML’s Associated Entities, nominees or affiliates. HBML shall in no event be liable for any loss of profit, indirect, special or consequential damages of any kind or the default of HBML’s directors, officers, employees, Associated Entities, nominees or Affiliates or any person, firm or company through or with whom transactions are effected for the Account.

7. Representations, Warranties and Undertaking

7.1 Representations

The Client hereby warrants, represents and undertakes to HBML that:

(a) The Client is entering into these Terms as principal and is not trading on behalf of any other person unless HBML is notified otherwise in writing, in which case, the Client warrant that the Client is expressly authorized by the Client’s principal to effect all transactions pursuant to these Terms and the Client’s principal will duly perform all the obligations and liabilities arising out of these Terms, failing which the Client will be liable to HBML as if the Client were the principal in respect of such obligations and liabilities;

(b) (If being a natural person) The Client is of legal age to form a binding contract; or (If being a body corporate) the Client is validly incorporated and existing under the laws of its place of incorporation and has full power and capacity to enter into and perform the Client’s obligations hereunder;

(c) (If being a body corporate) The Client’s entry into of these Terms has been duly authorized by the Client’s governing body and does not breach the Client’s Articles of Association (and the Memorandum of Association if the Client has the same) or other constitutional documents (as applicable);

(d) The information provided by the Client to HBML through HashKey Global or otherwise from time to time is true, accurate and complete in all respects;

(e) The Client will enter into Digital Assets and/or Securities transactions solely in reliance upon the Client’s own judgment and investigations on the Digital Assets and/or Securities;

(f) These Terms constitutes a valid and legally binding agreement on the Client enforceable in accordance with its terms;

(g) These Terms and performance of the Client’s obligations contained herein do not and will not:

(i) contravene any existing applicable law, statute, ordinance, rule or regulation or any judgement, decree or permit to which The Client is subject; or

(ii) conflict with or result in any breach of the terms of or constitute any default under any agreement or other instrument to which the Client is a party or subject or by which any of the Client’s property is bound;

(h) Unless otherwise agreed by HBML, the Client is and will remain to be the beneficial owner of the Digital Assets and/or Securities in the Account free from any lien, charge, equity or encumbrance save as created by these Terms and will not charge, pledge or allow to subsist any charge or pledge over the Digital Assets and/or Securities or monies in the Account or grant or purport to grant an option over any Securities or monies in the Account without HBML’s prior written consent;

(i) The Client is the person ultimately responsible for originating the Instruction in relation to each transaction in the Account and shall stand to gain the commercial or economic benefit of such transactions and/or bear their commercial or economic risk (except where such other person or entity has been disclosed to HBML in writing and the arrangement has been agreed by HBML);

(j) The Client is solely and wholly responsible for the security of the Client’s Account and have not revealed any login details (including email address and/or passwords) of the Client’s Account to any unauthorized person. All actions being conducted through the Account are duly authorized by the Client.

7.2 The Client further undertakes that:

(a) The Client agrees that it shall use HashKey API at its own risks and is solely responsible for ensuring the security and integrity of its own devices, systems and applications;

(b) The Client’s right to use HashKey API may subject to additional terms, including limitations on use, found on the individual API Documentations of each API which we may amend from time to time without prior notice to the Client;

(c) The Client’s API Key is our sole means of verifying its access to HashKey API. The Client has read the Risk Disclosures above and understood the risks in relation to sharing, giving away or losing its API Key to any third-party.

(d) The Client is solely responsible for the security of its API Key and any compromise therefrom. HBML shall not be liable for executing any instructions or commands arising from the use of the Client’s API Key by any third-party.

(e) The Client agrees to immediately notify us upon becoming aware of any unauthorized use of HashKey API through its API Key. 

(f) The Client agrees that we may monitor its use of HashKey API to improve the service, track usage, to ensure compliance with these terms, or for security purposes.

(g) The Client agrees that HBML may audit its use of HashKey API or its API clients to the extent that we reasonably believe to verify compliance with this Agreement and identify security issues that may affect our service or our users. The Client agrees to cooperate with such audits and provide evidence that its use of HashKey API or its API clients complies with this Agreement. We reserve the right to immediately terminate the Client’s access to HashKey API should the Client refuse to cooperate with such audits or if this audit reveals that HashKey API was used in any way that contravene the terms of this Agreement or that we deem, in our sole discretion, constitute a security threat to our service or our users.

(h) The Client shall not misrepresent or mask its API client's identity when using HashKey API. The Client agrees that if he misrepresents or masks its API client's identity, HBML reserves the right to limit and restrict its use of HashKey API without prior notice.

(i) The Client agrees and shall cause its API client to use HashKey API in accordance with our published technical and other specifications, including all security requirements and procedures found on our website.

7.3 Repeating Nature

The representations, warrants and undertakings under this Clause shall be deemed to be repeated immediately before each Instruction is given or executed.

8. General Provisions

8.1 Invalidity

If anyone or more of the provisions contained in these Terms shall be invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

8.2 Assignment

(a) This agreement shall benefit and be binding on HBML and the Client, their respective successors and subject to this Clause 8.3, any permitted assignee or transferee of some or all of HBML’s rights or obligations under these Terms.

(b) The Client may not assign or transfer all or any of the Client’s rights or obligations under these Terms.

(c) HBML may assign or transfer all or part of HBML’s rights, benefits and obligations hereunder to such person(s) and disclose to a potential transferee or any other person proposing to enter into contractual arrangements with HBML in relation to these Terms such information about the Client as HBML may at HBML’s absolute discretion think fit.

8.3 Non-Waiver

Failure or delay in exercising any rights, power or privilege by HBML in respect of these Terms shall not operate as a waiver, nor shall a single or partial exercise, enforcement or waiver of any such rights, power or privilege preclude HBML from further exercise, enforcement, or the exercise or enforcement of any other right, power of privilege hereunder.

8.4 Joint and Several Liabilities

If the Client consists of more than one person, then the liabilities of each such person hereunder shall be joint and several. Any notice, payment or delivery by HBML to either or any one of the joint account holders shall be a full and sufficient discharge of HBML’s obligations to notify, pay or deliver under these Terms.

8.5 Material Change

Either party will notify the other in the event of any material change to the information contained in these Terms or provided to the other party pursuant to these Terms.

8.6 Disclaimer of Liabilities

To the maximum extent permitted under applicable laws, neither HBML, HBML’s Associated Entities or nominees nor HBML’s Affiliates shall be liable for any delay or failure to perform obligations and any losses, damages or costs resulting therefrom so long as they have acted in good faith. HBML will not be liable for any loss or damage that is caused by any malfunction of third party API client or other related interactions with any third party software with HashKey API. Moreover, HBML’s Associated Entities and nominee and HBML’s Affiliates shall not be held responsible for any consequences resulting whether directly or indirectly from any events not within their control including without limitation government restrictions, imposition of emergency procedures, exchange ruling, third party’s conduct, suspension of trading, war, strike, market conditions, civil disorder, acts or threatened acts of terrorism, natural disasters, or any other circumstances beyond their control whatsoever.

9. Language

These Terms are written in an English version and a Chinese version. In the event of any conflict between the two versions, the English version shall take precedence.

10. Amendment

HBML shall have absolute rights to amend, delete or substitute any of the terms herein or add new terms to these Terms. The Client should visit the website from time to time for obtaining the latest Agreement and read the terms thereof. Such amendment, deletion, substitution or addition shall be deemed as effective and incorporated herein (and shall form part of these Terms) on the date of publication of the revised Agreement. The Client may raise written objection within fourteen (14) Business Days after the publication of the revised Agreement at the website, failing which it shall be deemed an acceptance of such amendment, deletion, substitution or addition.

If the Client has any queries relating to these Terms, please address them by email to global-api@hashkey.com