Token listing terms and conditions

Last Updated: Dec 4, 2023

  1. Introduction
    1. These Cube Token Listing Terms and Conditions (“Listing Terms”) govern your use of the Listing Services, which is operated by Cube Exchange Australia Pty Ltd for itself and on behalf of its affiliated companies (collectively, “Cube”, “our”, “us” or “we”).
    2. By accessing or using the Listing Services, you confirm that you have read, understand, and accept all the terms and conditions contained in these Listing terms, as well as our Privacy Notice and Collection Statement, and that you will only use the Listing Services for business and professional purposes.
    3. By participating in the Listing Services, you acknowledge and agree that you shall comply with the Listing Terms and the decisions about the administration of the Program by Cube, which are final and binding in all respects.
    4. These Listing Terms may be updated from time to time. You are responsible for regularly reviewing the most current version of these Listing Terms, which is published at: https://cube.exchange/legal/listing-terms.
    5. For the avoidance of doubt, these Listing Terms apply only to Cube’s Listing Services. The terms that apply to the use of Cube’s other services are available at Cube Terms of Service.
  2. Definitions
    1. “Applicable Law” means any applicable law or legal requirement including without limitation, any federal, state, local, municipal, provincial, or other law, statute, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental body, including but not limited to applicable anti-money laundering, money service business, money transmission, data privacy and securities laws.
    2. “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. All references to Cube herein refer to Cube and its Affiliates that operate crypto currency exchanges in various jurisdictions under the name “Cube.Exchange”.
    3. “Cube IP” has the meaning set forth in Section 6(a) below.
    4. “Cube Marks” has the meaning set forth in Section 6(d) below.
    5. “Your Confidential Information” means information, data or materials that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure by you to Cube. Your Confidential Information shall include all information that is not public with respect to the listing of the Listed Asset, including but not limited to, these Terms, Diligence Materials and any communications, oral or written, between the Parties related to listing a Listed Asset. Confidential Information will not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party, (b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party, (c) is received from a third party without breach of any obligation owed to the disclosing party, or (d) was independently developed by the receiving party.
    6. “Your Licensed Marks” has the meaning set forth in Section 6(d) below.
    7. “Confidential Information” means Cube Confidential Information and your Confidential Information. For the avoidance of doubt, the definition of Confidential shall include Material Non-Public Information.
    8. “Damages” means any liabilities, damages, diminution in value, payments, obligations, losses, costs and expenses, fines, security or other remediation costs, penalties (including any regulatory investigation or third-party subpoena costs, reasonable attorneys’ fees, court costs, expert witness fees, and other expenses of litigation), and judgments (at law or in equity) of any nature.
    9. “Diligence Materials” means all application information, financial information, technical specifications, and legal analysis, and other information about the you and the Listed Asset furnished by you in connection with Cube providing Listing Services or in connection with the Listed Asset.
    10. “Harmful Code” means any “adware,” “back door,” “drop dead device,” “malware,” “time bomb,” “Trojan horse,” “virus,” “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to the Site and Markets.
    11. “Listed Asset” means your digital asset that is made available for public trading to Cube customers via Markets.
    12. “Listing Services” has the meaning set forth in Section 3 below.
    13. “Market Manipulation” means actions taken by any market participant or a Person acting in concert with a market participant which are intended to: (a) deceive or mislead other traders, (b) artificially control or manipulate the price or trading volume of an Asset, or (c) aid, abet, enable, finance, support, or endorse either of the above. Market Manipulation specifically includes, without limitation: front-running, wash trading, spoofing, layering, churning, and quote stuffing.
    14. “Markets” means the Cube.Exchange trading platform and related trading and non-custodial wallet services provided by Cube through the Site and related APIs.
    15. “Material Change” shall mean, with respect to a Party, any action, omission, or event which would have an material adverse effect in connection with (a) the ability of a Party to perform its obligations under these Terms, and (b) any technical change which would impact the Listed Asset including without limitation, the characteristics, operation or function of the Listed Asset, Site, Markets, or your ability to comply with the terms of these Terms.
    16. “Material Non-Public Information” means information relevant to a purchasing decision related to the Listed Asset that has not yet been made available to the general public.
    17. “Person” means any individual, corporation, partnership, trust, association, organization, governmental authority, or other entity.
    18. “Personal Data” shall mean all data relating to one or more individual(s) who can be identified from such data or from such data together with other information which is in the possession of, or is likely to come into the possession of, a Party to the extent such data is protected by applicable data protection laws.
    19. “Prohibited Person” means any individual that is a citizen of, or any entity that is formed in or has its principal place of business in, a country is subject to any embargo, prohibition or similar sanction under Applicable Laws or any individual who is identified on the Specially Identified Nationals or Blocked Persons list provided by the U.S. Treasury Department.
    20. “Proprietary Rights” means and shall include all rights of the following types, which may exist or be created under the Applicable Laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works, (b) trademark and trade name rights and similar rights, including domain name rights, (c) trade secret rights, (d) patents and industrial property rights, (e) other intellectual property rights (whether or not appropriate steps have been taken to protect such rights under Applicable Law), and (f) all registrations, renewals, extensions, continuations, divisions, or reissues of, and applications for and rights to apply for, any of the rights referred to in clauses (a) through (e) above.
    21. “Site” means Cube.Exchange and related domains.
    22. “Technology” means (a) any or all inventions (whether patentable or not), invention disclosures, improvements, proprietary information, know how, technology, technical data and customer lists, rights of privacy and publicity, and all documentation relating to any of the foregoing, (b) all computer software and other technology, including all source code, object code, firmware, development tools, files, records and data, all media on which any of the foregoing is recorded and all documentation related to any of the foregoing, (c) all software and other technology that is used, in combination with other open source or generally commercially available third party technology, to enable, administer, or control the creation, destruction, or transfer of the applicable Asset, and (d) composition, work of authorship, computer program, product, prototype, sample, model, idea, invention, design, discovery, development, improvement, method, technique, process, algorithm, formula, treatment, composition of matter, device, know-how, trade secret, or other technology and the like, whether or not patentable or copyrightable, and whether or not reduced to practice.
    23. “Term” has the meaning set forth in Section 12(a) below.
    24. “Territory” means the list of territories designated by Cube in its sole discretion and which Cube may add, remove, or otherwise amend from time to time.
    25. “Token Transactions” shall have the meaning set forth in Appendix 1 to these Terms.
  3. Listing Services
    1. Scope and Purpose of Asset Listing. Subject to the terms and conditions of these Listing Terms and satisfactory completion of Cube’s diligence process, and without limiting Cube’s rights to terminate, remove or suspend you or any asset from Markets, Cube will make the Listed Asset available for public trading on the Markets in all or parts of the Territory (the “Listing Services”).
    2. Lockup Period and Trading Rules.
    3. If Cube.Exchange is the first centralized exchanged on which your Assets is listed, you agree that for seven (7) calendar days from the date the Listed Asset is made available for public trading on Markets that you and your Affiliates and any of their employees, directors, and officers shall not trade the Listed Asset in any capacity, on any exchange, including Markets.
    4. You and your Affiliates and any of their employees, directors, and officers shall not engage in Market Manipulation nor trade on the basis of Material Non-Public Information. Cube reserves the right to limit the use of Markets and the Site by any such parties or take any other action to preserve market integrity and prevent abusive use of the Markets, at Cube’s sole discretion.
    5. De-Listing. Cube may suspend or remove any Listed Asset on the Markets in its sole discretion. This includes by way of example and without limitation, the following circumstances:
      1. there is a “Hard Fork”, “Smart Contract Upgrade” or other technological development that Cube determines, in its sole discretion, may jeopardize continuous, ordinary operations;
      2. Cube or any regulator has commenced any investigation or inquiry with respect to the you or any Listed Asset;
      3. you do not disclose a Material Change to Cube;
      4. you are otherwise in material breach of its obligations under these terms;
      5. For a Markets system upgrade or maintenance; or
      6. suspected malicious or fraudulent conduct by the you that would hurt Cube community users’ interests and trading volume, price or user counts remain low for a period of time.
    6. Hard Fork or Smart Contract Upgrade. To the extent applicable, you shall notify Cube in the event of any “Hard Fork” or “Smart Contract Upgrade” sixty (60) days (or if sixty (60) days cannot be met no less than as soon as reasonably possible) prior to such event occurring. You acknowledge and agree that Cube will not have any obligation to provide any support for or in connection with any type of event and may suspend all transactions until Cube in its sole discretion determines blockchain stability.
    7. Significant Technological Change. You shall notify Cube of any technological change proposed by you that could materially and adversely impact the value, security, operation, or safety of the Listed Asset (the “Significant Technological Change”) thirty (30) days (or if thirty (30) days cannot be met, no less than as soon as reasonably possible) prior to your public proposal of the Significant Technological Change. You shall also notify Cube as soon as reasonably possible if you learn of a Significant Technological Change that has occurred, or is almost certain to occur, outside of your control. You acknowledge and agree that Cube will not have any obligation to provide any support for or in connection with any type of event and may suspend all transactions until Cube in its sole discretion determines blockchain stability.
  4. Your Obligations
    1. Due Diligence. You will complete, in a timely manner, all requested Diligence Materials. You acknowledge and agree that completion of all Diligence Materials to Cube’s satisfaction shall be a condition precedent to Cube’s performance under these Terms. Cube may, in addition to and without waiving its rights or remedies under these Terms, request you to provide material updates to Diligence Materials and you shall undertake reasonable efforts to promptly comply.
    2. Notices to Cube. For all notices and communications required to be provided by you under these Terms, you will notify Cube through the normal communications channels used by you and will also send a copy of such communication by email to legal@cube.exchange.
    3. Material Change. You will immediately notify Cube of any Material Change. Such Material Change may, at Cube’s determination, constitute a material default by you for purposes of Section 12(a).
    4. Prohibited Conduct. You shall not (nor permit any third party to) directly or indirectly: (a) use the Site, Markets or Cube IP in violation of Applicable Law, rule or regulation including without limitation, in a manner that violates privacy rights; (b) take any action that would cause technical disruption to, interference with, or damage to the Listed Asset, Site or Markets; (c) cause errors or bugs in the code of the underlying the Listed Asset (and shall be responsible for any and all losses and/or Damages arising from the same to Cube or any third party and reimburse Cube for such losses and/or Damages); or (d) engage in Market Manipulation.
    5. Trading Restrictions. You agree to abide by the terms of Appendix 1 of these Terms.
  5. Cube Obligations
    1. Notices to You. For all notices and communications required to be provided by Cube under these Terms, Cube will notify you through the normal communications channels used by Cube and will also send a copy of such communication to the email associated with your Asset Hub account.
    2. Material Change. Cube will immediately notify you of any Material Change that has occurred with respect to Cube.
    3. Prohibited Conduct. Cube will strictly avoid engaging in Market Manipulation and will not disclose any of Your Confidential Information except as expressly permitted in these Terms.
  6. Intellectual Property Rights
    1. Cube Proprietary Rights. As between the Parties, Cube owns any and all right, title, and interest in and to all Cube Technology and Proprietary Rights related to the Site or the Markets, including without limitation any Cube Technology and Proprietary Rights related to user accounts and transactions involving the Listed Asset on the Markets (“Cube IP”). You acquire no right, title, or interest in or to any Cube IP under these Terms. Without limiting the foregoing, to the extent you provide any feedback or other data specific to the Site and/or Markets, Cube shall have a perpetual, royalty-free, and unrestricted right to use such feedback in any manner without attribution to you. If you should have access to any Cube IP, Cube hereby grants to you a limited, revocable right and license during the Term solely to use such Cube IP in connection with the Markets solely as necessary to perform its obligations under these Terms.
    2. Cube Marks. Cube shall retain all right, title, and interest in and to any of its company names, logos, services marks, trademarks or other branding (the “Cube Marks”) and is also the owner of the goodwill attached or that shall become attached. All uses of the Cube Marks hereunder shall inure to the benefit of Cube and you shall not do or cause to be done any act or thing that may in any way adversely affect any rights of Cube in and to the Cube Marks or otherwise challenges the validity of the Cube Marks or any application for registration thereof, or any trademark registration thereof, or any rights therein.
    3. Your Technology. As between the Parties, you own any and all right, title and interest in and to all of your Technology and Proprietary Rights therein, including without limitation any Technology and Proprietary Rights related to the Listed Asset. You hereby grant Cube and its affiliates and subsidiaries a royalty-free limited, irrevocable right and license during the Term, to use your Technology solely as necessary to fulfill its obligations hereunder including, without limitation, to include the Listed Asset on the Markets.
    4. Your Licensed Marks. You hereby authorizes and licenses to Cube on a limited, non-transferable and royalty free basis during the Term and thereafter the right for Cube to use (a) any name, abbreviation or symbol for the Listed Asset and (b) your name, logos, web site address, trademarks, service marks, trade names and other branding (collectively “Your Licensed Marks”) (i) to publicize the Listed Asset on the Site and Markets, (ii) in connection with Site and Markets activities (including, without limitation, providing information related to deposits, withdrawals, account balances, quotes, trades, and other transaction related information), (iii) for preparing and maintaining transaction records and information, (iv) for other uses and purposes associated with listing the Listed Asset on the Site and Markets and any compliance or other requirements of Cube, and (v) any marketing or promotional activities related to the Site and Markets by Cube. Any goodwill associated with use of Your Licensed Marks by Cube will inure to the benefit of you and Cube will not challenge or otherwise contest the validity of Your Licensed Marks.
  7. Representations and Warranties
    1. General Representations and Warranties. Each Party represents and warrants to the other Party that:
      1. It is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has all necessary power and authority: (a) to conduct its business in the manner in which its business is currently being conducted, (b) to own and use its Technology and Proprietary Rights in the manner in which such assets are currently owned and used, and (c) is qualified, authorized, registered or licensed to do business in all jurisdictions in which it does business except where the failure to be so qualified would not reasonably be expected to result in a Material Change with respect to the Party or the validity of these Terms;
      2. It has the corporate power and authority to enter into and to perform its obligations under these Terms; these Terms to, delivery by, and performance by each Party to these Terms has been duly authorized by all necessary action on the part of such Party and its board of directors; and these Terms constitutes the legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms;
      3. Neither these Terms to, delivery of, or performance of these Terms will contravene, conflict with or result in a violation of (a) any of the provisions of a Party’s certificate of incorporation, bylaws or other similar governing documents, (b) any Applicable Law, or (c) the terms of any other agreements to which it is a party or its obligations thereunder;
      4. Neither it nor any of its shareholders, directors, officers or other principals is a Prohibited Person;
      5. It has all necessary rights to its Technology as applicable;
      6. It has all necessary consents, permissions, and licenses to collect and process Personal Data under the terms of these Terms, as applicable, and shall have a privacy policy that complies with all Applicable Laws and any applicable self-regulatory principles;
      7. Within fifteen (15) days of the Effective Date, it has an effective program to prevent insider trading and Market Manipulation;
      8. It and its personnel shall not disclose any Material Non-Public Information related to or arising out of these Terms and shall not engage in any Market Manipulation; and
      9. It understands and acknowledges that the Listed Asset is based on distributed, open-source technology, and as such, that the Listed Asset is subject to a variety of technical risks beyond the control or responsibility of Cube or you.
    2. Your Representations and Warranties. You represent and warrant to Cube that:
      1. Any Diligence Materials provided by you to Cube are true, accurate, and complete in all respects and the Listing Asset does not violate any Applicable Law;
      2. To the best of your knowledge, the Listed Asset is not a “security” or “derivative” under Applicable Laws and the generation, creation, issuance, offering, sale of or other transactions in connection with the Listed Asset is not considered an offering of a “security” or “derivative” under Applicable Laws;
      3. You have no knowledge of any past, present, or pending proceeding, investigation, or legal action against you in connection with any aspect of its business by any government agency, self-regulatory organization, department, regulatory, legal or supervisory body in any jurisdiction; and
      4. You have engaged and been advised by appropriately experienced and qualified legal counsel and other professional advisors with respect to the representations and warranties provided herein.
  8. Disclaimer EXCEPT AS OTHERWISE SET FORTH HEREIN, CUBE TECHNOLOGY AND THE SITE, MARKETS, AND ANY TECHNOLOGY, SERVICES, OR PRODUCTS THAT ARE PROVIDED TO YOU BY CUBE OR ANY OF ITS AFFILIATES OR SUBSIDIARIES ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS OTHERWISE SET FORTH HEREIN, CUBE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, SERVICE LEVELS, AND INDEMNITIES, EXPRESS OR IMPLIED RELATED TO THE MARKETS, SITE, OR ANY SERVICES PROVIDED IN CONNECTION WITH THE LISTED ASSET (INCLUDING ANY LISTING, REMOVAL, AND TRADING OR INABILITY TO TRADE ANY LISTED ASSET), THE SITE AND MARKETS (INCLUDING ANY INABILITY TO USE THE SITE AND/OR MARKETS, AND ANY LOSS OF VALUE RELATED TO THE LISTED ASSET OR ANY TECHNOLOGICAL DISRUPTION), OR ANY OTHER GOODS, SERVICES OR OTHER ITEMS PROVIDED UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING OR OTHERWISE UNDER THESE TERMS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
  9. Indemnification
    1. Each Party will defend, indemnify, and hold harmless the other Parties, and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, parent companies, subsidiaries, affiliates, attorneys, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Indemnified Parties”), from and against all actual or alleged Claims and Damages that are caused by, arise out of, or are related to: (a) Parties’ breach (or alleged breach) of these Terms, including without limitation any noncompliance with, inaccuracy of or misrepresentation in any representation, warranty, or covenant of such Party; (b) a Party’s such violation of the rights of any third party or violation of Applicable Law; (c) any Harmful Code in any Listed Asset, Site, Markets, or Technology, as applicable, or (d) any negligence, intentional misconduct or act or omission of you or your employees, agents, contractors or representatives.
    2. Neither Party will settle any Claim without the Indemnified Parties’ prior written consent provided also that (a) the Indemnified Parties may approve the choice of counsel (which shall not be unreasonably withheld) and (b) if there is any delay in the defense of the Claim by a Party or any other reason where any of the Indemnified Parties would be materially prejudiced by control of the defense including without limitation, any Claims related to (i) in the case of Cube, the Cube Technology (including the Site or Markets) or Cube’s Proprietary Rights in the same or any potential regulatory action or violation of Applicable Law, the Cube may assume the control of the defense at Cube's sole cost.
  10. Limitation of Liability (A) IN NO EVENT WILL EITHER PARTY 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 BUSINESS OR LOSS OF VALUE OF ANY LISTED ASSET) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CUBE OR YOU), EVEN IF CUBE OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED ONE HUNDRED AND TWENTY FIVE THOUSAND DOLLARS ($125,000 USD). The foregoing limitations in Subsections 10(A) and 10(B) above shall not apply to: (a) a breach of Section 10 (Confidentiality), or (b) a Party’s gross negligence, fraud, or willful misconduct.
  11. Confidentiality
    1. Cube Confidential Information. You may use the Cube Confidential Information only in connection with its performance of the rights and obligations under these Terms. You acknowledge that you shall keep strictly confidential the existence of these Terms, or any terms or conditions hereof, whether or when any Listed Asset may be traded on the Markets (prior to being listed on the Markets), or any other support or services may be provided by Cube related to any Listed Asset, and any disputes between the Parties (other than such disputes that become a matter of public record). You will maintain in confidence and will not disclose Cube Confidential Information to any third party (except for Listing Partners, or as provided otherwise herein), using the same degree of care, but no less than reasonable care, as you use to protect your own confidential information of a similar nature. You may disclose the Cube Confidential Information only to the receiving employees, Your Affiliated Parties, and outside consultants (including your legal counsel, your insurance carriers and agents, and your financial and accounting advisers) who (a) have a need to know such Cube Confidential Information, (b) are made aware of the confidential and/or proprietary nature of the Confidential Information, (c) are under an obligation to protect such confidential and/or proprietary information, (d) are subject to written policies implementing restrictions related to trading on the basis of Material Non-Public Information, and (d) for whose breach you shall be liable. At any time upon the written request of Cube, you shall promptly return all Cube Confidential Information to Cube, except as necessary for governmental compliance, the Cube Confidential Information, including all copies thereof; provided, however, that you may keep one copy of all Cube Confidential Information solely for the purpose of complying with Applicable Laws or of ensuring compliance with these Terms. At Cube’s request, the Cube Confidential Information that is required to be returned shall be destroyed and such destruction shall be certified in writing by an authorized representative of you. The return and/or destruction of such Cube Confidential Information as provided above shall not relieve you of your other obligations under these Terms.
    2. Your Confidential Information. Cube may use Your Confidential Information only in connection with your performance of the rights and obligations under these Terms. Cube acknowledges that it shall keep strictly confidential the existence of these Terms, or any terms or conditions hereof, whether or when any Listed Asset may be traded on the Markets (prior to being listed on the Markets), or any other support or services may be provided by Cube related to any Listed Asset, and any disputes between the Parties (other than such disputes that become a matter of public record). Cube will maintain in confidence and will not disclose Your Confidential Information to any third party (except as provided herein), using the same degree of care, but no less than reasonable care, as it uses to protect its own confidential information of a similar nature. Cube may disclose Your Confidential Information only to the receiving employees, any of its subsidiary or affiliated companies, and outside consultants (including its legal counsel, its third-party researchers, its insurance carriers and agents, and its financial and accounting advisers) who (a) have a need to know such of Your Confidential Information, (b) are made aware of the confidential and/or proprietary nature of Your Confidential Information, (c) are under an obligation to protect such confidential and/or proprietary information, and (d) for whose breach Cube shall be liable. At any time upon the written request of you, Cube shall promptly return all Your Confidential Information to you, except as necessary for governmental compliance, including all copies thereof; provided, however, that Cube may keep one copy of all Your Confidential Information solely for the purpose of complying with Applicable Laws or of ensuring compliance with these Terms. At your request, Your Confidential Information that is required to be returned shall be destroyed and such destruction shall be certified in writing by an authorized representative of Cube. The return and/or destruction of such of Your Confidential Information as provided above shall not relieve Cube of its other obligations under these Terms. It is further understood and acknowledged that such obligation to return or destroy Your Confidential Information shall not relate to copies of Confidential Information retained pursuant to a bona fide and consistently applied document retention policy.
  12. Publicity You will not (a) use any Cube Marks without prior written consent of Cube in each instance, which may be withheld in the sole discretion of Cube, (b) issue any press release or make any other announcement or public statement, or conduct any marketing activities referencing the Site or Markets or Cube Marks without the prior written permission of Cube, or (c) disclose the listing arrangement before the Listed Asset starts trading on the Markets without Cube’s prior written consent.
  13. Term; Termination
    1. The term of these Terms (“Term”) shall commence on the Effective Date and continue in full force and effect until terminated by either Party: (a) if the other Party has materially defaulted in the performance of any of its obligations under these Terms and has not cured such default within thirty (30) business days of receipt of written notice from the non-defaulting Party of such default or (b) upon (i) the filing of a petition for relief under the Bankruptcy Code or the institution of any other insolvency proceedings by, against, or on behalf of the other Party, (ii) the appointment of a receiver for the other Party, (iii) the dissolution or liquidation of the other Party, or (iv) any act of insolvency by the other Party. Cube may also terminate these Terms for convenience upon thirty (30) days written notice to you.
    2. In the event of termination of these Terms for any reason, the Parties will work together in good faith to ensure an orderly wind-down of these Terms that minimizes disruption to users of the Listed Asset including distribution to Eligible Recipients of any Listed Assets remaining in your Cube Account.
    3. The following sections shall survive the termination of these Terms (for any reason): Section 6 (Intellectual Property Rights); Section 8 (Indemnification); Section 9 (Limitation of Liability); Section 10 (Confidentiality); and Section 11 (Publicity).
  14. Miscellaneous
    1. Assignment. You may not assign, transfer, or delegate any of your rights or obligations under these Terms without the prior, written consent of Cube. Cube may assign its rights and obligations under these Terms without restriction, including without limitation to any affiliates or subsidiaries, or to any successor in interest of any business associated with the Listing Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns
    2. Governing law. This Agreement shall be governed by and must be interpreted according to the laws of Australia without regard to principles of conflicts of law.
    3. Dispute Resolution*.* Any dispute, controversy or claim arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of three arbitrators. The place of arbitration will be Sydney, Australia. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
    4. Attorneys’ Fees. In any action or proceeding to enforce these Terms, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
    5. Taxes. Each party shall be responsible for reporting and discharging its own tax compliance obligations arising under these Terms. Each party shall protect, defend, and indemnify each other party from and against any and all Damages arising from the indemnifying party’s failure or refusal to report and discharge such taxes or satisfy such obligations. Notwithstanding the foregoing, Cube is responsible for ensuring compliance with any applicable user tax reporting and/or tax withholding obligations that arise in connection with the Listing Services.
    6. Severability. In case any provision of these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If, however, any provision of these Terms shall be invalid, illegal, or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of these terms, or the validity, legality, or enforceability of such provision in any other jurisdiction.
    7. No Waiver. **No failure or delay by any Party in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.
    8. No Agency. **None of the contents of these Terms shall be interpreted as making one Party to these Terms the agent of the other Party or as there being an agency relationship or partnership between the Parties.
    9. Rights of Third Parties. **Nothing in these Terms, express or implied, is intended to confer upon any person, other than the parties hereto and their permitted successors and assigns any rights or remedies under or by reason of these Terms.
    10. Entire Agreement. **These Terms constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof, and supersede all other agreements between or among any of the Parties with respect to the subject matters hereof and thereof, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein.
    11. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to these Terms or the transactions contemplated hereby.
    12. Force Majeure. Neither party shall be deemed in default of these Terms to the extent that performance of its obligations (other than your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, malicious acts of third parties against either party’s information technology systems or infrastructure or any other cause beyond the reasonable control of such party.
    13. No Third-party Beneficiaries. These Terms is for the sole benefit of the Parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
    14. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    15. Changes to Terms. It is important for you to review these Terms before using the Listing Services and from time to time, though we will notify you of any changes that, in our sole discretion, materially impact these Terms. If the revised Terms includes such a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective. Except for changes made by us as described here, no other amendment or modification of these Terms will be effective unless otherwise agreed in writing by both you and Cube. If you do not agree with any modifications to these Terms made hereunder, your sole and exclusive remedy is to terminate your use of the Listing Services. You agree that we shall not be liable to you or any third party for any modification or termination of the Listing Services hereunder.

APPENDIX 1

Trading Restrictions

This Appendix sets forth Cube’s standards with respect to your trading of your Listed Asset(s) (“Token Transactions”), and certain elements of Cube’s compliance program reasonably designed to prevent and detect violations of law and maintain a fair and equitable market on the Markets.

You shall implement policies and procedures reasonably designed to:

  1. Provide advance public disclosure in a permanent format, such as a blog post, that you expect to engage in Token Transactions. The disclosure shall describe in general terms the purpose and methodology of such transactions and shall be updated as relevant;
  2. Limit Token Transaction daily volume (as measured from 12:00 AM UTC to 11:59 PM UTC) to 25% of average daily US dollar volume of the trailing 30 days, as measured by coinmarketcap.com, (1) on the Markets, and (2) aggregated across all markets globally, promptly providing Cube information requested on a periodic basis regarding global trading to permit monitoring of compliance with the volume limits; and
  3. Prevent (a) your purchase at a price greater than the higher of (i) the last transacted price or (ii) the current bid and (b) your sale of Tokens at a price lower than (i) the lower of the last transacted price or (ii) the current offer. All orders for Token Transactions on any trading platform must be entered and executed as limit orders.

You may not engage in Token Transactions as a part of a plan or scheme to evade applicable laws. In connection with a Token Transaction, you shall not, directly or indirectly, manipulate or attempt to manipulate the price of your Listed Asset and shall remain at all times in compliance with governing rules and regulations, including anti-manipulation requirements.

APPENDIX 2

E-Sign Disclosure and Consent

This policy describes how Cube delivers communications to you electronically. We may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via our website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Listed Asset(s) and your use of Cube’s Listing Services. Communications include:

● Terms of use and policies you agree to (e.g., these Terms our Privacy Notice and Collection Statement), including updates to these agreements or policies;

● Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

● Responses to claims or customer support inquiries filed in connection with your Listed Asset(s).

We will provide these Communications to you by emailing them to you at the primary email address that you provide to us, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

● A device with an Internet connection;

● A current web browser that includes 128-bit encryption (e.g., Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;

● A valid email address (your primary email address on file with Cube); and

● Sufficient storage space to save past Communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us at listing@cube.exchange. If you fail to provide or if you withdraw your consent to receive Communications electronically, Cube reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if Cube sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Cube will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at listing@cube.exchange.

The latest Token listing terms and conditions changes were made on Dec 4, 2023

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