Surpify - Best Hosting

1. INTRODUCTION 1.1 These Regulations contain the Client Agreement (the ‘Agreement’), the document which governs the relationship between you (also referred to as ‘Client’, ‘Customer’, ‘your’ and ‘yourself’, as appropriate) and surpify.com (also referred to as ‘UPCG LLC.’, the ‘Firm’, ‘we’, ‘us’, ‘our’ and ‘ourselves’, as appropriate) concerning the services we provide and your activity with us. 1.2 USPG LLC incorporated in Illinois in the USA located at 222 Merchandise Mart Plz, Chicago IL 60654. 1.3 For your benefit and protection, please ensure you take sufficient time to read the Regulations as well as any other additional documentation and information available to you via our Website prior to opening an account and/or carrying out any activity with us. You should contact us for any further clarification, or seek independent professional advice (if necessary). 2. SUBJECT OF THE AGREEMENT 2.1 By accepting these terms of the Regulations and by using our website to buy SURPIFY.com, you enter into a legally binding agreement with us. You acknowledge that you have read and understood the terms of the Agreement. 2.2 The Agreement includes, in addition to the ‘Account Opening Form’ completed by you through our Website, any information provided to you during the registration procedure. 2.3 Please note that there are other documents and information available on our Website, which do not form part of the Agreement, and provide more details on us and your activities carried on with us. 2.4 It is our intention that the Agreement contains all the terms and conditions that govern our relationship and your activities with us, that the Agreement overrides any other previous agreements, arrangements, expressed or implied statements made by us, and that any acts, omissions or representations (oral or otherwise) made by you or us, including any of our employees with whom you may have dealt, shall not amend or take priority over the Agreement. 3. DURATION OF THE AGREEMENT 3.1 The Agreement shall commence once we have informed you about your account being activated. 3.2 Where the Agreement has not been canceled, it will continue to be in effect until its termination, in accordance with the provisions contained in the ‘Termination’ section of this document. 4. SERVICES 4.1 We will offer you, on an execution-only basis, access to trading a number of instruments in the form of  SURPIFY.com. Please visit our Website SURPIFY.com for detailed descriptions of the instruments we offer and the contract specifications. 4.2 We do not provide investment, financial, legal, tax, or regulatory advice nor do we provide any other form of recommendation. You understand that you shall make your own assessment of any transaction prior to entering into a trade or a bet, and shall not rely on any opinion, material or analysis provided by us or any of our affiliates, employees, or other related parties as being advice or recommendation. If you are unsure of whether proceeding with this Agreement, you may wish to seek independent advice. 4.3 We do not offer investment research, and any material containing market analysis is considered marketing communication and should not be construed as advice, recommendation, or research. 4.4 You understand that vouchers are derivative products, and therefore you will not be entitled to own any underlying instrument. You also understand that no physical delivery of any underlying asset shall occur. 4.5 You accept that our website is the only execution venue in relation to your trading and betting activity under this Agreement. Although we may transmit your orders for execution to third-party liquidity providers through an electronic communication platform, contractually we are the sole counterparty to your trades and bets, and any execution of orders is done in our name. 4.6 We are entitled to refuse the provision of any investment services to you, at any time we deem necessary, without being obliged to inform you of the reasons to do so. 5. CATEGORIZATION 5.1 We shall treat you as Retail Client, as amended from time to time, subject to you meeting the criteria to be treated as either a Professional Client or Eligible Counterparty, in which case we will notify you in writing. 5.2 We can review the Client Categorization at any time, in accordance with the applicable rules. You will be notified in writing in the event of any change which may affect you. 6. ACCOUNT 6.1 Following receipt of your ‘Account Opening Application Form’, we may use the information you have provided us to conduct any further inquiries about you as we may deem necessary or appropriate in the circumstances. This includes, but it is not limited to, verifying your identity information, obtaining references from third parties such as financial institutions, or your employer. We may also conduct other searches with third-party information providers and databases (public or otherwise), including credit searches that may appear on your credit history. You understand that we may conduct these inquiries at any stage of the relationship, and we expect you to assist us with any additional information we may require, as failure to do so may lead to termination of the relationship between you and us. 6.2 We are entitled to rely on the information you have provided in your ‘Account Opening Application Form’ as being correct and accurate at all times unless you notify us otherwise in writing. It is your responsibility to notify us as soon as possible in writing of any change in the information provided. 6.3 Based on the information provided by you, and in accordance with the applicable rules as amended from time to time, we will make an assessment of whether you have sufficient knowledge and/or experience to understand the risks associated with trading SURPIFY.com. The acceptance of your account will be subject to the outcome of this assessment. 6.4 Where we accept your application to open an account, we will confirm this to you via e-mail, and we will provide you with details to access your account, specifically your account number and password. Acceptance of you as a Client is no guarantee that any further account with us will be accepted. 7. PLATFORM 7.1 Following your account activation, you will be able to: a) use the trading platforms (the ‘Software’), or where you choose to use a web-based version of the Software (where available), you should ensure they are accessible and operational. b) use your Access Codes to log in to the Software, where you can view your account. You are responsible for maintaining or changing your password at all times. It is also your responsibility to keep any correspondence from us regarding your Access Codes private and confidential. 7.2 Further to the above, you are responsible for ensuring that you are able to access our Software when you need to and in the times when it is available. Your responsibility extends to ensuring you have access to a reliable internet connection and maintaining any devices used to this end. 7.3 The Software, which may have been developed by a third party, is provided ‘as is’. We will ensure, but cannot guarantee, that the Software supports data security protocols. We also cannot guarantee that the Software is free of any errors or deficiencies. 7.4 We will, to a reasonable extent, maintain the Software and any other related systems up to date. We and/or any relevant third party may perform this maintenance from time to time which includes shutting down, restarting, and/or refreshing the servers to ensure, or procure to ensure the effective and efficient operation of the Software. These actions may cause the Software to be inaccessible and/or inoperative for a period of time, therefore you accept that we will bear no responsibility for any loss, including financial loss and/or loss of opportunity due to maintenance and/or any action or omission of the Firm and/or the third party software provider. 7.5 We will endeavor to make the Software and any other systems available when required by you, but we cannot guarantee their continuous availability at all times for the following reasons, including but not limited to: a) Failures and/or errors, including of technological nature such as failure with internet connectivity which may affect the access to the Software, which either you or we rely on; b) Suspension of service availability due to maintenance, repairs, updates, developments, and other issues outside our control. We will exercise reasonable efforts to carry out such activities outside normal trading hours. Where this is not possible, we will endeavor, within reason, to provide you with prior notice. 8. AUTHENTICITY AND ACCESS 8.1 We may rely on any instructions coming from any person in possession of your Access Codes as if these instructions were coming from yourself, without us making any further inquiry. 8.2 If, under any circumstances, you reveal your Access Codes to any person, whether intentionally or unintentionally, we shall bear no responsibility for any loss that may arise, including, but not limited to financial loss and/or loss of opportunity due to your actions and/or omissions. 8.3 You are responsible for keeping any information regarding your dealings with us, private and confidential. We will bear no responsibility in the event that any person attains unauthorized access to any information regarding your dealings with us, where that information is: a) held by you; b) being transmitted via electronic or any other means, by you to us and/or any other party authorized by us; c) being transmitted via electronic or any other means, by us to you. 8.4 You must notify us as soon as possible if you become aware of your Access Codes or any other information regarding your dealings with us being used or becoming known by any person without your authorization. You accept that we are unable to identify any instances where a person, other than yourself or your Authorized Representative (where applicable), is accessing our Software with your credentials without your express consent. 8.5 We reserve the right to revoke your access to our Software at any time, where we deem necessary. 8.7 Where you have not carried any activity and/or transactions for a period of time, as determined within reason by us, we reserve the right to carry out additional checks and/or request additional documentation from you before we allow you to resume any activity with us. 9. INSTRUCTIONS AND ORDERS 9.1 You may communicate with us for support and any instructions other than orders in any of the languages available on our website. We will take all reasonable means to answer within 24 hours. 9.2 Where information has not been transmitted to us via approved means, or where you have misinterpreted any instruction and/or information, it is your responsibility to make the necessary amendments, and we will bear no responsibility for any loss, be it financial or of opportunity in connection to said instruction. 9.3 We bear no responsibility for any loss that arises as a result of delayed or unreceived communication sent by us to you. 10. UNDERSTANDINGS OF BOTH PARTIES 10.1 We shall enter into transactions with you and conclude them in good faith. 10.2 We shall take all reasonable and necessary steps to ensure compliance with the applicable rules and regulations. Therefore, you agree to be bound by any decision we may make in order to comply with any rule, regulation, or obligation of the Firm. 10.3 Where we provide you via our Website, the Software, with any links to other websites and/or resources from third parties, these links are provided for information only. We have no control over the content, quality or security of the information contained on those websites and/or resources, and therefore we cannot be made responsible for any losses that may arise from your use of these. 10.4 We reserve the right to amend the product specifications and conditions, as available from our Website from time to time, when we deem necessary. You shall ensure to remain updated with regard to our product specifications and conditions, as well as any other information that may be of your interest, and you shall take all necessary actions to safeguard your interest where you believe you may be affected in any way by any such amendments. You understand that you will continue to be bound by the Agreement in the event of these amendments taking place. However, nothing in this clause shall affect your right to terminate the Agreement, without any penalty whatsoever, subject to any existing obligations. 10.5 Further to the clause above, you understand that we may remove any of our products and/or cease providing you with the ability to place an order at any time. Where we have ceased to provide any product and you have a previously open position in that product, it is your responsibility to cancel and/or close such position, otherwise, we will close the position at the last available price for the relevant instrument. 10.6 You understand that in order to provide you with our services, we may enter into agreements with external service providers for any activity and/or operation we may conduct. We will do so in accordance with the applicable rules. 10.7 Where your relationship with us is between one or more persons, for example through a joint account or a legal entity, all obligations, and liabilities under the Agreement shall be joint and several. Any communication, including but not limited to notices and orders shall be considered as delivered to all persons that together constitute the Client. 10.8 Where you are in breach (or we have reasonable grounds to believe you may be in breach) of any term contained in the Agreement, we reserve the right to temporarily or permanently suspend your access to your Account, and/or terminate the Agreement, and/or take any other actions as we may see fit in the circumstances. 11. CONFLICTS OF INTEREST 11.1 A conflict of interest may arise when our interests compete or interfere, or appear to compete or interfere with your interests under the Agreement. You understand and agree that such circumstances may arise, and where they do, we will make our best endeavors to mitigate them. 12. CHARGES 12.1 We reserve the right to change, from time to time, any of the charges applicable to your dealings with us. We will provide you with prior written notice where we deem the changes to be material unless such change comes as a result of an unforeseen market circumstance, where we may notify you on or after the event. You will find the most up-to-date information about our charges on our Website. 12.2 In the event you are dissatisfied with any changes we may make to our charges, you may contact our Customer Support Department, and/or terminate the Agreement in accordance with the provisions contained herein. 13. TAXES 13.1 Investing in financial instruments may be subject to tax depending on the jurisdiction where you are a resident. However, this will depend on your personal circumstances. You should seek independent tax advice if you are unsure about how this may affect you, as we do not provide any financial advice, including tax advice. 13.2 You understand that certain transactions in certain financial instruments may carry a tax obligation, transfer tax, dividend tax, withholding tax, or other taxes or duties in any jurisdiction. 14. CONFIDENTIALITY AND DATA PROTECTION 14.1By entering into the Agreement, you consent to store and process the data you provided us upon registering for an Account. This includes any data which may be considered sensitive. You have the right to withdraw your consent at any time by notifying us in writing. However, as we may not be able to provide you with our services should you choose to do so, we reserve the right to refuse to enter into or terminate the Agreement. You understand that we are required to keep all records of your data and dealings with us for as long as necessary under the regulatory regime. 14.2 We will not disclose and/or share any of your information to third parties without your consent, except in the event we are required to do so by a regulatory authority under the applicable jurisdiction, by a court, and/or to enable us to provide you with our services as well as to improve these from time to time. 14.3 We will take all reasonable steps to keep your personal data safe, nonetheless, the transmission of information via the internet and/or other networks is not always completely secure. We will not be liable for any transmission of data from you to us. 14.4 Please find our Privacy Policy. We respect the privacy of our clients. By using our services, you consent to our collection and use of personal data as outlined therein. Our Privacy Policy is adjusted to current data protection regulations (GDPR included) and is intended to help you understand: What information we collect about you, How we use the information we collect, How we share information we collect, How we store and secure the information we collect, How to access and control your information, How we transfer information we collect internationally, Other important privacy information. 15. REPRESENTATIONS AND WARRANTIES 15.1 You hereby represent and warrant that you have not been coerced, or otherwise persuaded to enter into the Agreement, nor have you entered into the Agreement based on any representation other than what is included herein. You hereby represent and warrant that you understand the idea of Hosting Services at SURPIFY.com. This means that purchased Hosting plans are not refundable. 15.2 Where you are an individual (i.e. a natural person), you warrant that you are over 18 years of age at the moment of entering into the Agreement. 15.3 Where you are a legally incorporated entity (i.e. a juridical person), you warrant that by entering into the Agreement you will not be in breach of your own constitutional documents or any law from the jurisdiction where you are incorporated. 15.4 Further, you warrant that you are aware of any requirements and implications, including, but not limited to any restrictions or reporting requirements set by your local jurisdiction as a result of entering into the Agreement. The firm shall not be liable for any requirements imposed to you by your local authorities, therefore you undertake to comply with any applicable requirements. 15.5 You represent and warrant that you have been provided with a warning on trading SURPIFY.com involving a significant risk of loss and that due to the speculative nature of trading, you should not invest more than you can afford to lose. 15.6 You also represent and warrant that the information you provided us during your registration for opening an Account accurately reflects your personal circumstances and you have not provided us with false or misleading information. Further, you warrant that should any information provided during the registration process become invalid, you will immediately notify us in writing of the change in your circumstances. 15.7 You warrant and covenant that: a) The funds you will use to trade with us belong to you and are free of any lien, charge, pledge or other encumbrance; b) The funds are not the direct or indirect proceeds of any illegal act or omission, nor are the product of any criminal activity which constitutes a predicate offense under the Money Laundering Regulations 2007, or any other Anti-Money Laundering and Countering the Financing of Terrorism legislation. c) Unless you are entering into the agreement as a representative or trustee of a third party and you provide us with the necessary documentation to satisfy our regulatory requirements, you are acting in your own name and you are not acting in representation or in trust of a third party. 15.8 You warrant that any documents sent to us during your account opening process, as well as throughout the duration of the Agreement, are valid and authentic. In the event that we believe, in our sole discretion, that any document is incorrect or invalid, we will request for alternative documentation. Failure from you to provide such documentation may lead to taking action as we deem necessary. 16. EXCLUSION OF LIABILITY 16.1 Except in the event of negligence or fraud from the firm, we shall bear no responsibility for any loss as a result of any acts and/or omissions, whether carried out by you or by a third party on your behalf, in relation to your transactions with us. 16.2 In general, neither party shall be liable for any losses which may arise as a result of unforeseeable events at the time when the Agreement was made effective, nor shall any party be liable for any losses that were not caused by any breach of the terms contained herein. 16.3 You acknowledge and accept that you are entering into all and any transactions with us at your own risk, and we assume no liability for any loss whatsoever as a result of your trading and/or betting activity with us, unless in the event of any wrongdoing from our behalf. Nothing in this clause shall be taken to exclude any liability for death or personal injury. 16.4 We shall not be liable for any direct, indirect, consequential, incidental, and/or special losses (including, but not limited to loss of profits, trading and/or betting losses, or damages) which result from a breach of contract by you. 16.5 Further, and notwithstanding any other provision in the Agreement, we will not be liable to you as a result of: a) Negligence, fraud, breach of the Agreement, breach of any law, and/or any other act and/or omission by you. b) Unavailability of the Software and/or our systems, other than in instances of wrongdoing by us. c) You being unable to access our Software, or any delay you may suffer when attempting to contact any of our customer support staff unless this is due to wrongdoing by us. d) Us taking measures to ensure compliance with any applicable law or regulation, including where we are precluded from processing any instruction from you which may result in us breaching the applicable law. e) Any other event and/or circumstance which is outside our control. 16.6 We shall not be liable for any failure to access the Software and/or the website. We are not responsible for any delays, delivery failures, or any loss or damage which results from the transmission of information over any network, including but not limited to the internet. 17. INDEMNITY 17.1 You shall indemnify us on demand against all liabilities, costs, expenses, damages (including reputational) and losses (including, but not limited to any direct, indirect or consequential losses), and all interest, penalties and professional costs and expenses (calculated on a full indemnity basis) incurred by us as a result of: a) your breach of the Agreement. b) the provision by you of any false or misleading information to us; and/or c) the enforcement of the Agreement. 18. FORCE MAJEURE 18.1 This section refers to events which may occur from time to time, and which prevent us from performing any or all of our obligations. Specific events may include, but shall not be limited to: a) any natural, technological, political, governmental, social, economic, act of god, pandemic, civil emergency, an act of terror, interruption or failure of utility service; b) non-performance by a third party, the destruction caused by man or any similar event which is outside our reasonable control; c) instances of illegitimate actions, errors, failures, disruptions in our systems, technological or other infrastructure (irrespective of whether it belongs to us or a third party) against our servers; d) changes in the applicable legislation, any action of an official body or any other change in our legal or regulatory obligations as a result of unforeseen events; e) an act or omission by any financial or other institution that we are unable to predict and/or prevent; f) any event that prevents the Software or the systems from operating on an orderly or normal basis; g) abnormal market conditions, such as significant volatility or instability in the markets, or the industry as a whole, preventing us from providing our services in an orderly manner, including any instances where we are unable to receive data and/or we receive incorrect data from our service providers; h) any other event and/or circumstance which cannot be foreseen, within reason. For the avoidance of doubt, a Specific Event is an event outside our control that whilst it is reasonably likely to occur, or maybe imminent, we cannot be expected to be prepared for, or we cannot prevent its occurrence. 18.2 We will exercise all necessary endeavors to resume the orderly provision of our services as soon as reasonably possible. Where this is not possible at all, we will inform you of the necessary actions to be taken in order to protect your interests and ours, where possible. 18.3 Where we are unable to perform any of our obligations to you under the Agreement due to a Specific Event, we will not have breached the Agreement. 19. AMENDMENTS TO THE AGREEMENT 19.1 We reserve the right to amend, from time to time and without your consent, any part of the Agreement, especially in, but not limited to, circumstances where we deem that such changes are necessary in order to comply with any obligation under the regulatory system. In these circumstances, we will notify you either in writing or via our Website. 19.2 Where we deem that any amendments are material and/or would change the balance in our favor or to your detriment, such amendments will take effect on the date specified in our notice to you, in order to provide you with prior notice along with your right to cancel the Agreement. 19.3 It is your responsibility to remain up-to-date with any changes we make to the Agreement. The applicable version at any time shall be the latest version available on our Website. In the event of a dispute, the latest version available at the time of the dispute shall prevail. 20. GOVERNING LAW AND JURISDICTION 20.1 The Agreement shall be governed by the laws of The United States. Any proceedings and their settlement involving the firm and you shall take place in the competent courts of The United States. 21. GENERAL PROVISIONS 21.1 Assignment: You shall not, under any circumstance, assign or transfer any of your rights and/or obligations under the Agreement to another person. We may, however, assign or transfer any of our rights and/or obligations under the Agreement to another person, provided that such person agrees to abide by the Agreement. 21.2 Entire agreement: The Agreement constitutes the entire agreement between you and us, and supersedes all and any previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral. You agree that you shall have no remedy in respect of any statement, representation, assurance, or warranty that is not set out in the Agreement. 21.3 Severance: If for any reason, part of the Agreement and/or any part of a specific clause is deemed to be unenforceable by a court of competent jurisdiction then such part shall be severed from the rest of the Agreement or the term, and the remainder of the Agreement shall remain unaffected and enforceable. 21.4 Delay or inaction: No failure or delay by us to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that right, or any other right or remedy, nor shall it prevent or restrict the further exercise of that right, or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that right, or any other right or remedy.