Terms of Service

[Last revised: 15 Mar 2022]

This agreement is between you (referenced herein as “you” or with “your”) and Rosecap. By accessing, using or clicking “I agree” to any of the services made available by Rosecap or one of its affiliates through the website (https://www.Rosecap.com.au), the API (https://api.Rosecap.com.au/api), or any other related services provided by Rosecap or its affiliates related with Rosecap Services as further described in Section 4 below (collectively, the “Services”) you agree that you have read, understood and accepted all of the terms and conditions contained in this Terms of Use Agreement (the or these “Terms”), as well as our Privacy Policy found. Additionally, when using certain features of the Services, you may be subject to additional terms and conditions applicable to such features.

PLEASE READ THESE TERMS CAREFULLY AS THEY GOVERN YOUR USE OF THE SERVICES. THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION PROVISION ARE SET FORTH IN SECTION 14 BELOW ENTITLED “RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER, GOVERNING LAW.” AS WITH ANY ASSET, THE VALUE OF DIGITAL CURRENCIES CAN GO UP OR DOWN AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU WILL LOSE MONEY BUYING, SELLING, HOLDING, OR INVESTING IN DIGITAL CURRENCIES. BY USING THE SERVICES YOU ACKNOWLEDGE AND AGREE THAT (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTING IN DIGITAL CURRENCIES (2) THAT YOU ASSUME ALL RISKS WITH RESPECT TO YOUR USE OF THE SERVICES AND TRADING IN DIGITAL CURRENCIES AND (3) ROSECAP IS NOT RESPONSIBLE OR LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.

BY ACCESSING, USING OR ATTEMPTING TO USE THE SERVICES IN ANY CAPACITY, YOU ACKNOWLEDGE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

1. Agreement Conditions

Rosecap reserves the right to modify or change the Terms at any time and at its sole discretion. Rosecap will provide notice of these changes by updating the revised Terms on its website. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the website or released to users. As such, your continued use of Rosecap services acts as acceptance of the amended agreement and rules. If you do not agree to any modification to these Terms, you must stop using the Services. Rosecap encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.

2. Eligibility

By registering to use a Rosecap Account (as defined in Section 5 below), you represent and warrant that you (a) are at least 18 years old or of legal age to form a binding contract under applicable law, (b) are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms, (c) have not previously been suspended or removed from using our Services and (d) you do not currently have an existing Rosecap Account, (e) you are not a U.S person. 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 the such legal entity.

3. Prohibition of Use

Rosecap maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.

4. Description of Services

Rosecap strives to maintain the accuracy of information posted on the Services however it cannot and does not guarantee the accuracy, suitability, reliability, completeness, performance or fitness for any purpose of the content made available through the Services, and will not be liable for any loss or damage that may arise directly or indirectly from your use of such content. Information on the Services can be subjected to change without notice and is provided for the primary purpose of facilitating users to arrive at independent decisions. Rosecap does not provide investment or advisory advice and will have no liability for the use or interpretation of information as stated on the Services or other communication mediums. All users of the Services must understand that there are risks involved in trading in Digital Currencies. Rosecap encourages all users to exercise prudence and trade responsibly within their own means.

5. Rosecap Account Registration & Requirements

a. Registration

All users of the Services (each, a “User”) must register before using the Services. To register for an Account, you must provide an email address and password, as well as accept the Terms of Use, Privacy Policy and Consent Form. Rosecap may, in its sole discretion, refuse to open an account for you. You agree to provide complete and accurate information when opening an Account and agree to promptly update any information you provide to Rosecap so that such information is complete and accurate at all times. Each registration is for a single user only and each User (including with respect to any User that is a business or legal entity) may only maintain one active Account with Rosecap.

b. User Identity Verification

With registration of an account on Rosecap, you agree to share personal information requested for the purposes of identity verification. This information is used specifically for the detection of money laundering, terrorist financing, fraud and other financial crimes on the Rosecap platform. We will collect, use and share this information in accordance with our posted Privacy Policy. In addition to providing this information, to facilitate compliance with global industry standards for data retention, you agree to permit us to keep a record of such information for the lifetime of your account plus 7 years beyond account closing. You also authorize us to make inquiries, either directly or through third parties, that are deemed necessary to verify your identity or to protect you and/or us against financial crimes such as fraud.

The identity verification information we request may include, but is not limited to, your: Name, Email Address, Contact Information, Telephone Number, Username, Government Issued ID, Date of Birth and other information collected at the time of account registration. In providing this required information, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, Rosecap shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of Rosecap Service if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.

BY SIGNING UP FOR AN ACCOUNT YOU HEREBY AUTHORIZE ROSECAP TO MAKE INQUIRIES, WHETHER DIRECTLY OR THROUGH THIRD PARTIES, THAT ROSECAP CONSIDERS NECESSARY TO VERIFY YOUR IDENTITY OR PROTECT YOU AND/OR ROSECAP AGAINST FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE ACTION ROSECAP REASONABLY DEEMS NECESSARY BASED ON THE RESULTS OF SUCH INQUIRIES. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT REFERENCE AND FRAUD PREVENTION OR FINANCIAL CRIME AGENCIES AND THAT THESE AGENCIES MAY RESPOND TO OUR INQUIRIES IN FULL.

c. Account Usage Requirements

Accounts can only be used by the person whose name they are registered under. Rosecap reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under. You shall immediately notify Rosecap if you suspect or become aware of unauthorized use of your username and password. Rosecap will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you).

d. Account Security

Rosecap strives to maintain the safety of those user funds entrusted to us and has implemented industry-standard protections for the Services. However, there are risks that are created by individual User actions. You agree to consider your access credentials such as user name and password confidential and not to disclose such information to any third party. You also agree that you alone are responsible for taking necessary safety precautions to protect your own account and personal information.

You shall be solely responsible for the safe keeping of your Rosecap account and password on your own, and you shall be responsible for all activities under Account and Rosecap will not be responsible for any loss or consequences of authorized or unauthorized use of your Account credentials including but not limited to information disclosure, information posting, consent to or submission of various rules and agreements by clicking on the website, online renewal of the agreement, etc.

By creating an Account, you hereby agree that: (i) you will notify Rosecap immediately if you are aware of any unauthorized use of your Rosecap account and password by any person or any other violations to the security rules; (ii) you will strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the website/service; and (iii) you will log out from the website by taking proper steps at the end of every visit.

6. Guidelines for Usage of the Services

a. License

Subject to your continued compliance with the express terms and conditions of these Terms, Rosecap provides to you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services on your computer or other internet-compatible device for your personal, internal use only. You are not permitted to use the Services for any resale or commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. The content layout, formatting, and features of and access privileges for the Services shall be as specified by Rosecap in its sole discretion. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by these Terms.

These Terms provide only a limited license to access and use the Services. Accordingly, you hereby agree that Rosecap transfers no ownership or intellectual property interest or title in and to the Services or any Rosecap intellectual property to you or anyone else in connection with your use of the Services. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services are exclusively owned, controlled, and/or licensed by Rosecap or its members, parent(s), licensors, or affiliates.

Rosecap will own any feedback, suggestions, ideas, or other information or materials regarding Rosecap or the Services that you provide, whether by email, through the Services or otherwise (“Feedback”). You hereby assign to Rosecap all rights, titles and interests to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

b. Restrictions

When you use the Services you agree and covenant to observe the following:

1.       All the activities that you carry out during the use of the Services will be in compliance with the requirements of applicable laws, regulations, as well as the various guidelines of Rosecap:

2.       Your use of the Services will not be in violation of public interests, public ethics or other’s legitimate interests including taking any action that would interfere with, disrupt, negatively affect, or inhibit other Users from using the Services:

3.       You agree not to use the services for engaging in market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering regardless of whether prohibited by law);

4.       The following commercial uses of Rosecap data is prohibited unless written consent from Rosecap is granted:

1.  Exchange services that use quotes or order book information from Rosecap.

2.  Data feed or data stream services that make use of any market data from Rosecap.

3.  Any other websites/apps/services that charge for, or otherwise commercially monetize (including through advertising or referral fees), market data obtained from Rosecap.

5.       You may not modify, reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Properties, or any portion of the Properties without Rosecap’s prior written consent.

6.       You may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Properties or in any way reproduce or circumvent the navigational structure or presentation of the Services to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services, (ii) attempt to gain unauthorized access to any portion or feature of the Properties or any other systems or networks connected to the Services or to any Rosecap server or to any of the services offered on or through the Services, by hacking, password “mining,” or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Services or any network connected to the Properties, nor breach the security or authentication measures on the Services or any network connected to the Services, (iv) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Services, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Rosecap’s systems or networks or any systems or networks connected to the Services, (v) use any device, software, or routine to interfere with the proper working of the Services or any transaction conducted on the Services, or with any other person’s use of the Services, (vi) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to the Services, or (vii) use the Services in an unlawful manner.

By accessing the Service, you agree that Rosecap shall have the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions to apply relevant rules without receiving your consent or giving prior notice to you. Examples of such actions include, but are not limited to:

·       block and close order requests

·       freezing your account

·       reporting the incident to authorities

·       publishing the alleged violations and actions that have been taken

·       deleting any information you published that is in violation

7. Money transfer orders

1. Execution of all remittances by ROSECAP is subject to full compliance with the rules and regulations of the countries of origin, destination, or any other country involved in the remittance. Customers bear all related compliance and regulations and must comply with them, and ROSECAP doesn’t accept any liability in this regard.
2.  ROSECAP is committed to fully implementing the Australian Government’s Anti-Money Laundering and Terrorist Financing Guidelines (Act 2006). Therefore, all remittances are accepted after verifying and confirming the customer’s identity. By sending information to ROSECAP, the remittance sender allows ROSECAP to match the information sent with other official and unofficial sources. ROSECAP will also be allowed to use all available information sources at its discretion to verify its identity.
3.  Regardless of the transaction amount, all transactions are recorded and reported according to the Anti-Money Laundering and Terrorist Financing ACT (2008).
4.  Requesting a money transfer order means acceptance of all terms and conditions of ROSECAP by the customer.
5.  The rate announced to the customer is valid for a maximum of one hour. Therefore, the customer must send the payment receipt to ROSECAP within one hour after inquiring about the price. Otherwise, the customer must make a new price query from ROSECAP.
6.  After receiving the payment receipt from the customer, the rate is fixed, and up to 24 working hours, any change in the market rate in any direction will not affect the transfer rate. After receiving the remittance amount, ROSECAP will send the pledged amount to the recipient’s account, regardless of market fluctuations. If for any reason, the remittance amount is not settled into the ROSECAP account within 24 working hours, the previous remittance will be cancelled, and a new remittance will be offered at a new rate. At the new rate, the customer can register another remittance with ROSECAP or cancel and repay the original amount to the sender’s account. It should be noted that ROSECAP has any responsibility in this regard.
7. To fully comply with the anti-money laundering and terrorist financing laws, if we need any additional information about the remittances sent, the customer must provide the required information to ROSECAP within 72 hours after ROSECAP’s formal request. This additional information includes but is not limited to information about the recipient, sender of the remittance, the purpose of the transfer, further evidence, source of fund, etc., for a period of 7 years after the last remittance ordered by the customer.
8.  Suppose the information sent contradicts the bank information or credit cards of the remittance sender. In that case, ROSECAP can refund the received amount and deduct the refund costs from the original amount under cancellation stated in the terms and conditions.
9.  Submitting your money transfer order doesn’t necessarily mean it would be confirmed by Rosecap. All the money transfer orders are initially in pending mode. Submitting your transfer request doesn’t create any obligation or liabilities for Rosecap and Rosecap has full authority to cancel or edit your request including the total amount, rate, receiver information, reason for transfer and other transfer details at its own discretion.
10. The responsibility for the accuracy of the information entered in the remittance submission forms and documents sent to ROSECAP is with the remittance sender. Remittance payments to receivers are non-refundable. ROSECAP will not be liable in any way and under any circumstances in the event of damage to the customer or other stakeholders. In case of any discrepancies or errors, the sender is obliged to respond to the relevant authorities and compensate for possible damages.
11. To fully comply with AML/CTF regulations in the countries of origin and destination or other unmentioned conditions, ROSECAP can stop transferring any remittances for any reason and inform the sender and, if necessary, the legal authorities.
12. ROSECAP undertakes to send complete and approved remittances to the recipient’s account in case of no legal or financial problems within a maximum of 3 working days.
13.  In case of any mistake in depositing money at the destination, including double deposit to the recipient’s account or any error whose compensation depends on the recipient’s cooperation, or in case of a request from Roseap for any other reason, the sender accepts responsibility for returning the funds and compensating for the mistake. In case of non-cooperation of the recipient, ROSECAP has the right to legally report the remittance to the legal authorities as a suspicious remittance and pursue the matter financially and legally until the money is returned. The sender of the remittance bears all legal costs related to compensation.
14. The remittance fee is zero for all remittances. The transfer rate shown on the website is just indicative and apply to 5000+ transfer. Your transfer rate will be offered according to the amount of transfer and your history of transactions.
15. Cancellation of the money transfer and refund of the original amount will be made at your written request. This can only be done when payment to the recipient has not yet been made. However, depending on the fixed costs of each order, $ 30 will be deducted for refunds below $ 1,000 and $ 100 for refunds of orders from $ 1,000 to $ 10,000. Amounts above $ 10,000 also include a 2% cancellation and refund fee deducted from the principal amount. Cancellation will be accepted up to 24 hours after receiving the order.
16. ROSECAP doesn’t have any branches in any other country outside of Australia. All international payments are paid through our network of partners, brokers, and 3rd parties. By ordering a send money, customers accept they will receive the money from international 3rd parties in their destinations.
17. Please make sure that the information you provide us is always current, complete and accurate. In case of any change in your information including your address, first or last name, expiration of your IDs, etc, you must update your personal information submitted to ROSECAP by contacting us on [email protected]

8. Crypto Orders and Service Fees

Rosecap provides an online digital money transfer and asset trading platform (crypto–crypto, crypto – Fiat) for products commonly known as cryptographic tokens, digital tokens or cryptographic currency (collectively, “Digital Currency”). Rosecap’s crypto service functions as a trading platform provider and not as a buyer or seller in trades made between traders. Rosecap is also not a market maker. Users must register and open an account with Rosecap as further set forth in Section 5 below and deposit digital assets or fiat currencies prior to the commencement of trading. Traders may request the withdrawal of their assets, subject to the limitations as stated in these Terms.

a. Orders

Upon placing an instruction to effect a trade using the Services (an “Order”), your Account will be updated to reflect the open Order and your Order will be included in Rosecap’s order book for matching with Orders from other Users. If all or a portion of your Order is matched with another User, the Services will execute an exchange (a “Trade”). Upon execution of a Trade, your Account will be updated to reflect that the Order has either been closed due to having been fully executed or updated to reflect any partial fulfilment of the Order. Orders will remain open until fully executed or cancelled in accordance with subsection (b) below. For purposes of effectuating a Trade, you authorize Rosecap to take temporary control of the Digital Currency that you are disposing of in the Trade.

b. Cancellations

You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for Rosecap to complete such an Order. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Rosecap reserves the right to refuse any cancellation request associated with an Order after you have submitted such an Order. If you have an insufficient amount of Digital Currency in your Account to fulfil an Order, Rosecap may cancel the entire Order or may fulfil a partial Order that can be covered by the Digital Currency in your Account (in each case after deducting any fees payable to Rosecap in connection with the Trade as described in subsection (c) below).

c. Fees

You agree to pay Rosecap the fees set forth at https://Rosecap.com/fees which may be updated from time to time at Rosecap’s sole discretion. Any such updated fees will apply prospectively to any trades or other transactions that take place following the effective date of such updated fees. You authorize Rosecap to remove any amounts from your Account for any applicable fees owed by you under these Terms.

d. Custody
All users’ fiat assets including AUD are held in USDT custody wallets. For the sake of user protection from currency fluctuations, Rosecap will undergo fluctuations and users see the same equivalent fiat in their Rosecap wallets as deposited into their fiat wallet, regardless of the rate fluctuations. 

8. Liability

a. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, THE ROSECAP MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ROSECAP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ROSECAP EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, ROSECAP DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR ROSECAP MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ROSECAP DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS SET FORTH IN THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS TO THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT ROSECAP WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL CURRENCY PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA AND (D) ANY DAMAGES INCURRED BY ANOTHER USER’S ACTIONS, OMISSIONS OR VIOLATION OF THIS AGREEMENT.

THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

b. Disclaimer of Damages and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ROSECAP, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ROSECAP AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF ROSECAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF ROSECAP’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF ROSECAP, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF ROSECAP OR ITS AFFILIATES WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO ROSECAP UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

c. Indemnification

You agree to indemnify and hold harmless Rosecap, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Service. If you are obligated to indemnify Rosecap, its affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to this clause, Rosecap will have the right, in its sole discretion, to control any action or proceeding and to determine whether Rosecap wishes to settle, and if so, on what terms.

9. Announcements

Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on https://rosecap.com.au/blog. , where we urge all users to refer to regularly. Rosecap will not be held liable or responsible in any manner of compensation should users incur personal losses arising from ignorance or negligence of the announcements.

10. Termination of Agreement

You agree that Rosecap shall have the right to immediately suspend your account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the funds in all such accounts, and suspend your access to Rosecap for any reason including if it suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that Rosecap shall not be liable to you for any permanent or temporary modification, suspension or termination of your Account or access to all or any portion of the Services. Rosecap shall have the right to keep and use the transaction data or other information related to such accounts. The above account controls may also be applied in the following cases:

·       The account is subject to a governmental proceeding, criminal investigation or other pending litigation;

·       We detect unusual activity in the account;

·       We detect unauthorized access to the account;

·       We are required to do so by a court order or command by a regulatory/government authority

In case of any of the following events, Rosecap shall have the right to directly terminate this agreement by cancelling your Account, and shall have the right to permanently freeze (cancel) the authorizations of your account on Rosecap and withdraw the corresponding Rosecap Account thereof:

·       after Rosecap terminates services to you;

·       you allegedly register or register in any other person’s name as Rosecap user again, directly or indirectly;

·       the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify Rosecap of your unwillingness to accept the amended Terms;

·       you request that the Services be terminated; and

·       any other circumstances where Rosecap deems it should terminate the services.

Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for 7 years. In addition, if a transaction is unfinished during the Account termination process, Rosecap shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.

If Rosecap receives notice that any funds held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, Rosecap may, but has no obligation to, place an administrative hold on the affected funds and your Account. If Rosecap does place an administrative hold on some or all of your funds or Account, Rosecap may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Rosecap has been provided to Rosecap in a form acceptable to Rosecap. Rosecap will not involve itself in any such dispute or the resolution of the dispute. You agree that Rosecap will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.

a. Remaining funds after Account termination

Except as set forth in subsection (b) below, once the Account is closed/withdrawn, all remaining balance (which includes charges and liabilities owed to Rosecap) on the account will be payable immediately to Rosecap. Upon payment of all outstanding charges to Rosecap (if any), the User will have 5 business days to withdraw all funds from the Account.

b. Remaining funds after Account termination due to fraud, violation of law, or violation of these terms)

Rosecap maintains full custody of the funds and User data/information which may be turned over to governmental authorities in the event of Account suspension/closure arising from fraud investigations, violation of law investigations or violation of these Terms.

11. No Financial Advice

Rosecap is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using the Services. No communication or information provided to you by Rosecap is intended as or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Rosecap does not recommend that any Digital Currency should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Currency, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Rosecap will not be held responsible for the decisions you make to buy, sell, or hold Digital Currency based on the information provided by Rosecap.

12. Compliance with Local Laws

It is the responsibility of the User to abide by local laws in relation to the legal usage of Rosecap in their local jurisdiction. Users must also factor, to the extent of their local law all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. All Users of Rosecap and any of its services acknowledge and declare that the source of their funds comes from a legitimate manner and is not derived from illegal activities. Rosecap maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze and terminate the account and funds of Users which are flagged out or investigated by legal mandate.

13. Privacy Policy

Access to the Services will require the submission of certain personally identifiable information. Please review Rosecap’s Privacy Policy found at https://Rosecap.com/privacy-policy for a

14. RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER, GOVERNING LAW

PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S.

a. Notification of Dispute. Please contact Rosecap first! Rosecap wants to address your concerns without resorting to formal legal proceedings. Before filing a claim, you agree to try to resolve the dispute informally by contacting Rosecap first through support’at’Rosecap.com.au

b. Agreement to Arbitrate. You and Rosecap agree to resolve any claims relating to this Agreement (including any question regarding its existence, validity, termination, or any services or products provided and any representations made by us) through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below. You agree to first give us an opportunity to resolve any claims by contacting us as set forth in subsection (a) above. If we are not able to resolve your claims within 60 days of receiving the notice, you may seek relief through arbitration or in the Small Claims Tribunals of Singapore (“SCT”), as set forth below.

c. Arbitration Procedure. Either you or Rosecap may submit a dispute (after having made good faith efforts to resolve such dispute in accordance with subsections (a) and (b) above) for final, binding resolution by arbitration under the arbitration rules of the Singapore International Arbitration Centre (“SIAC”), which are deemed to be incorporated by reference. The arbitration tribunal shall consist of a sole arbitrator to be appointed by the President of SIAC. The language of the arbitration hearings shall be English and the seat, or legal place, of arbitration, shall be Singapore. Judgment on any arbitral award may be entered in any court having jurisdiction over the party (or the assets of the party) due and owing such award.

d. Exceptions. Either party may instead choose to assert the claims in the NSW if the claims fall within the jurisdiction of the NSW, and either party may seek injunctive relief or other urgent equitable relief in a court of competent jurisdiction. However, for the avoidance of doubt, where the claims fall outside of the jurisdiction of the NSW, the claims will be referred to and finally resolved by SIAC arbitration.

f. Governing Law. This Agreement is governed by the laws of New South Wales except for its conflicts of laws principles unless otherwise required by a mandatory law of any other jurisdiction.

15. Miscellaneous

a. Independent Parties. Rosecap is an independent contractor and not an agent of you in the performance of these Terms. These Terms are not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties.

b. Entire Agreement. These Terms constitute the entire agreement between the parties regarding the use of the Services and will supersede all prior agreements, whether written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of these Terms.

c. Force Majeure.  Rosecap will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Rosecap’s reasonable control.

d. Severability. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

e. Assignment.  You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. Rosecap may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

f. Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

g. Third-Party Website Disclaimer.  Any links to third-party websites from the Services does not imply endorsement by Rosecap of any products, services or information presented therein, nor does Rosecap guarantee the accuracy of the information contained on them. In addition, since Rosecap has no control over the terms of use or privacy practices of third-party websites, you should read and understand those policies carefully.

Contact Information. For more information on Rosecap, you can refer to the company and license information found on the website. If you have questions regarding this agreement, please feel free to contact Rosecap for clarification via our Customer Support team at info’at’Rosecap.com.au