Terms of Service

Last Updated: 2024-11-21

Welcome to Mirrorly!

Mirrorly ("We", "Us", or "Our") provides a software service that allows users to trade cryptocurrencies in a hands-off manner, by replicating trades from selected traders on various exchanges (the "Service").

The Service is provided to users on a Software as a Service ("SaaS") basis. By accessing the Service, you agree to these Terms of Service ("Terms"), including the conditions of the SaaS License as (defined and detailed below), and to the Privacy Notice available at mirrorly.xyz ("Privacy Notice"), all of which govern the use of the Service. If you do not agree to these Terms, please do not use the Service.

From time to time, We may update the Terms and the Privacy Notice. Users will be notified of any changes, and continued use of Our Service constitutes acceptance of the updated Terms.

If not otherwise defined herein, capitalized terms have the meaning ascribed to them in the Privacy Notice.

Risk Warning; General Disclaimer

Trading in cryptocurrencies involves significant risks and may result in your loss of money. Users are responsible for understanding these risks and are using the Service at their own risk. Users also acknowledge that trading is not suitable for everyone and involves risks that may vary considering each user's personal circumstances. We recommend seeking independent advice if you are uncertain before deciding to use the Service.

Our Service is purely technological. We do not hold or manage your funds. Our SaaS is designed to facilitate the replication of trades from your selected traders, but we do not provide investment advice, transfer services (whether in cryptocurrency or fiat), portfolio management, financial advice, cryptocurrency exchange services, custody, or any other financial services. We have no control over your Exchange Account (defined below). While Mirrorly's SaaS may access read-only information and issue instructions to the Supported Exchange to facilitate the replication of trades, it does not operate as a financial intermediary and all transactions are executed solely by the Supported Exchange. The information and tools provided by Us are for informational purposes only and should not be construed as an endorsement or recommendation of any particular investment strategy or decision.

We are not regulated by any financial authority, and users should not expect the benefit of regulatory protections. It is the user's responsibility to ensure that their use of the Service meets their expectations and preferences. Users should seek independent investment, legal, or tax advice as We do not provide such services or consider users' personal circumstances.

Registration

To use Our Service, you will have to register and create an account through our website at mirrorly.xyz. In order to create an account, you must provide accurate information, including your email and password. We may also ask you, at our sole discretion, to complete and pass a Know Your Customer (KYC) process. This may include providing additional documentation or information as required by applicable laws.

In addition, in order to use Our Service, users should have an account with a cryptocurrency exchange ("Exchange Account"). Our Service is currently available only on Bybit and Bitget ("Supported Exchange"). If you have an account in a Supported Exchange, you can connect your existing Exchange Account to Us. If you don't have an account with a Supported Exchange, we will provide you with an affiliation code to onboard with a Supported Exchange of your choice ("Affiliate Code").

Users can cease the use of the Service at any time through their account. However, users must be aware that terminating the Service does not automatically discontinue their relations with the Supported Exchange.

Eligibility

To use Our Service, you must meet the following eligibility criteria: You must be at least 18 years old; You must have the legal capacity to enter into a binding contract; You must not be a citizen, national, resident, or a legal entity of any country or territory subject to international sanctions or those specifically prohibited by Us or by the Supported Exchanges ("Restricted Jurisdiction"), and must not be a person (legal or natural) identified under any sanctions list or other restrictive measures of any country or inter-governmental organization ("Restricted Person"). We reserve the right modify the Restricted Jurisdiction list and to restrict access from people (natural or legal) that are employed or associated with a Restricted Person.

"Restricted Jurisdiction" includes Democratic People’s Republic of North Korea, Syria, Islamic Republic of Iran, Yemen.

User Responsibilities

As a user of our Services, you are responsible for: Connecting your Exchange Accounts to the our Service; Configuring your personalized settings for replicating trades; Ensuring the accuracy and security of your account information; Paying all applicable fees relating to the use of the Service, and to any other third party, including, without limitation, the fees charged by the Supported Exchange, and taxes; ensuring that your use of the Service complies with all applicable laws and regulations in your jurisdiction; avoiding engagement in activities such as market manipulation, money laundering, and other activities that deviate from reasonable commercial behavior (even where such activities are permissible in your jurisdiction).

SaaS License

By accessing and using the Service, you acknowledge and agree that these Terms constitute a license agreement to use Our SaaS. This SaaS license agreement grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Service subject to the conditions set forth in this section ("SaaS License"). This SaaS License is granted solely for the purpose of enabling you to integrate and interact with Our Service.

You agree not to: Use the SaaS for any purpose other than as expressly permitted by these Terms; Reverse engineer, decompile, or disassemble the SaaS; Use the SaaS in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service; Use the SaaS to engage in any activity that is illegal, fraudulent, or harmful to Us to our Services or to our users.

The SaaS is provided "as is" and "as available" without any warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the SaaS will be uninterrupted, error-free, or free of harmful components. By no means do We guarantee the performance of traders whose transactions are replicated, the accuracy of trade information collected, the accuracy or successful replication of trades, or the timely performance of trades on users' Exchange Accounts. We shall not be responsible for any issues, errors, or delays caused by the Supported Exchange in relation to trades made using Our Services.

In no event should we be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with your use of the SaaS, whether based on contract, tort, strict liability, or any other legal theory, even if We have been advised of the possibility of such damages. Our total liability to you for any claim arising out of or relating to this SaaS License, these Terms, or the use of the Service shall not exceed the amount paid by you, if any, for accessing the Service in the 6 months preceding the claim. You agree to indemnify, defend, and hold harmless Us, Our affiliates, and respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your use of the SaaS or your violation of these Terms.

In the event of a system malfunction or a malfunction resulted in the operation of the exchanges, in which users' positions may be risked, you acknowledge and agree that as a precautionary measure We will be entitled, at our sole discretion, to limit the Services, restrict the access to the Services, or shut down the Services for a certain period it time. In such case, orders submitted through the Service may be liquidated. You agree to hold Us harmless in the event of any potential losses incurred due to such liquidation unless such were caused by gross negligence or willful misconduct on behalf of Us.

We reserve the right to terminate your access to the Service and use of the SaaS License at any time, with or without notice, for any reason, including but not limited to your violation of these Terms. Upon termination, you must immediately cease all use of the SaaS License and destroy any copies of the SaaS in your possession or control. After termination, for any reason, you will no longer be able to use any part of the Service, and any data or settings associated with your account may be deleted or rendered inaccessible.

Intellectual Property Rights

All rights, intellectual property rights, title, and interest in and to the SaaS, including (without limitation) its overall appearance and any text, graphics, designs, videos, interfaces, source code, logo, and underlying source files are and shall remain Our exclusive property. You acknowledge that you do not acquire any ownership rights in the SaaS by using it.

Consideration

Our Service are provided on a subscription-based model for users with an account on a Supported Exchange. Such users will incur monthly subscription fees, payable at the beginning of each month through a payment service provider of Our choosing.

For users without an account on a Supported Exchange who open an account using Our Affiliate Code, We will waive the subscription fees for a period of 12 months from the date of account creation with the Supported Exchange. The waiver of subscription fees is at Our sole discretion and may be extended for additional periods at Our sole discretion.

If we decide to introduce a new fee structure, users will be notified in advance and will have to accept it to use the Service. Users will be given the option to discontinue the Service if they do not agree with the new fee structure.

Service Continuity

We may discontinue the Service at whole or any part thereof under certain conditions, including but not limited to changes in regulatory requirements, market conditions, or operational challenges. We reserve the right to update, modify, or adapt the Service and its functionalities from time to time. We will strive to provide notice to users where possible. However, we may discontinue the Service or any part thereof without notice under certain conditions.

Data Protection

We are committed to protecting your Personal Data. We will take appropriate technical and organizational measures to ensure the security of your data and prevent unauthorized access. For further information, please refer to Our Privacy Notice available at mirrorly.xyz.

Indemnification

You agree to defend, indemnify, and hold Us harmless, Our affiliates, officers, directors, employees, agents, and suppliers, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (I) your access to or use of the Service; (II) your violation of these Terms; (III) your violation of any rights of another party, including any users; or (IV) your violation of any applicable laws, rules, or regulations. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with Mirrorly in asserting any available defenses.

Governing Law and Dispute Resolution

These Terms are governed by the laws of Cyprus, without regard to conflict of law principles. In the event of any dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved through negotiations within 30 days, it shall be settled by the competent courts of Cyprus.

Assignment of Rights

You may not transfer, assign, sub-license, or pledge in any manner whatsoever your account or any of your rights or obligations under these Terms. We may transfer, assign, sub-license, or pledge in any manner whatsoever any of its rights and obligations under these Terms to any affiliate, successor, or any other third party without notifying you or receiving your consent.

Survival

You agree that the provisions of these Terms shall survive termination of the Services, for any reason whatever: Compliance with laws, Prohibited uses, Limitation of liability, Indemnification, intellectual property rights, Term and termination, Agreement to arbitrate/class action waiver, Governing law and Dispute Resolution.

Miscellaneous

We will communicate with users via email or through Our website. Users are responsible inform us for any changes in their preferred email address. We are not liable for any events beyond Our control, including but not limited to unexpected changes in cryptocurrency markets or technical failures. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect.

Contact Us

If you have any questions about these Terms or Our Services in general, please contact us at support@mirrorly.xyz. Subject to the content of your inquiry, We may request that you provide additional information in order to allow the appropriate handling of your inquiry.