TERMS AND CONDITIONS

PREAMBLE

These Terms and Conditions ("Terms", "T&Cs", "Agreement") constitute a legally binding agreement between Alpha Mirror ("Company", "we", "us", "our") and you ("Client", "User", "you", "your") governing your access to and use of Alpha Mirror's services, platform, website, applications, and related offerings.

By accessing our platform, registering an account, or using any of our services, you agree to be bound by these Terms, our Privacy Policy, Risk Disclosure Statement, and any supplementary agreements. If you do not agree to these Terms, you must not use our services.

CONTRACTUAL HIERARCHY: In the event of any conflict or inconsistency between documents:

1. Specific written service agreements executed between parties take precedence;
2. These Terms and Conditions apply second;
3. Privacy Policy and Risk Disclosure Statement are incorporated by reference;
4. Platform rules, guidelines, and FAQs supplement these Terms but do not override them.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms, unless the context requires otherwise:

• "Account" means the account you create with Alpha Mirror to access and use our services.
• "Agreement" means these Terms and Conditions together with the Privacy Policy, Risk Disclosure Statement, and any supplementary agreements.
• "API" means application programming interface provided by Alpha Mirror or third-party platforms for automated access and trading.
• "AML/KYC" means anti-money laundering and know-your-customer procedures and requirements.
• "Confidential Information" means all non-public information disclosed by one party to another, including but not limited to trading strategies, algorithms, business plans, client data, financial information, and proprietary technology.
• "Digital Assets" means cryptocurrencies, tokens, coins, virtual currencies, digital assets, cryptographic tokens, and any blockchain-based assets or representations of value.
• "DeFi" means decentralized finance protocols, applications, and services.
• "Force Majeure Event" means any event beyond the reasonable control of Alpha Mirror including but not limited to acts of God, war, terrorism, civil unrest, regulatory actions, blockchain failures, exchange failures, cyber-attacks, power outages, telecommunications failures, or pandemic events.
• "Intellectual Property Rights" means all patents, trademarks, service marks, copyrights, trade secrets, know-how, database rights, and other intellectual property rights, whether registered or unregistered.
• "Platform" means Alpha Mirror's website, applications, APIs, interfaces, and systems through which services are provided.
• "Services" means all services provided by Alpha Mirror including trading, execution, market making, portfolio management, advisory, custody, and related services.
• "Third Party Services" means services provided by entities other than Alpha Mirror, including exchanges, custodians, liquidity providers, and DeFi protocols.

1.2 Interpretation

• Headings are for convenience only and do not affect interpretation;
• References to "including" or "includes" are not limiting;
• References to statutes include amendments and replacements;
• Singular includes plural and vice versa;
• References to persons include individuals, companies, and other entities.

2. SCOPE OF SERVICES AND ELIGIBILITY

2.1 Services Provided

Alpha Mirror provides the following services, subject to eligibility and compliance requirements:

• Algorithmic Trading Services: Execution of trades using proprietary and customized algorithmic strategies;
• Market Making and Liquidity Provision: Providing liquidity to digital asset markets through continuous quoting;
• Portfolio Management: Discretionary and non-discretionary management of digital asset portfolios;
• Execution and Order Routing: Best execution services and intelligent order routing;
• Derivatives Trading: Access to futures, options, perpetual swaps, and other derivative instruments;
• DeFi Access: Facilitated access to decentralized finance protocols and services;
• Analytics and Research: Market analysis, performance reporting, and research services;
• Custody Solutions: Secure storage and management of digital assets (where applicable);
• Advisory Services: Strategic advice regarding digital asset investments and trading.

2.2 Target Clients and Eligibility Requirements

Alpha Mirror's services are designed primarily for professional, institutional, and experienced market participants. To use our services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction);
• Have legal capacity to enter into binding contracts;
• Not be located in or a resident of any Prohibited Jurisdiction;
• Not be subject to economic sanctions, export controls, or prohibited parties lists;
• Have sufficient knowledge, experience, and expertise to understand digital asset markets and risks;
• Meet any applicable regulatory requirements including accreditation, net worth, or sophistication standards;
• Complete KYC/AML verification to Alpha Mirror's satisfaction;
• Not be acting on behalf of prohibited persons without proper authorization;
• Comply with all applicable laws and regulations in your jurisdiction.

2.3 Prohibited Jurisdictions

Services are not available to residents or persons located in jurisdictions where provision of such services would violate applicable law, including but not limited to:

• Jurisdictions subject to comprehensive economic sanctions (e.g., Cuba, Iran, North Korea, Syria, Crimea region);
• Jurisdictions where Alpha Mirror is not authorized to operate;
• Such other jurisdictions as may be designated by Alpha Mirror from time to time.

You represent that you are not located in, ordinarily resident in, or accessing the Platform from any Prohibited Jurisdiction.

2.4 Service Modifications and Availability

Alpha Mirror reserves the right to:

• Modify, suspend, or discontinue any aspect of the Services at any time;
• Change fees, features, or access requirements with reasonable notice;
• Implement geographical restrictions or jurisdictional limitations;
• Refuse service or terminate accounts in our sole discretion;
• Implement maintenance windows or planned downtime.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

To access our services, you must create an account by providing accurate, complete, and current information. You agree to:

• Provide truthful and accurate information during registration;
• Maintain and promptly update your account information;
• Complete all required KYC/AML verification procedures;
• Provide additional documentation upon request;
• Not create multiple accounts or use false identities;
• Not transfer or share your account with others.

3.2 KYC/AML Compliance

Alpha Mirror is committed to preventing money laundering, terrorist financing, and other illicit activities. You agree to:

• Provide government-issued identification documents;
• Provide proof of address and additional verification documents as requested;
• Answer questions regarding source of funds and intended use of services;
• Undergo enhanced due diligence if required based on risk assessment;
• Consent to ongoing monitoring and periodic re-verification;
• Understand that services may be suspended pending verification completion.

3.3 Account Security

You are solely responsible for maintaining the security of your account credentials. You must:

• Choose strong, unique passwords and change them periodically;
• Enable two-factor authentication (2FA) and other available security features;
• Keep login credentials, API keys, and authentication devices secure;
• Not share credentials or allow unauthorized account access;
• Immediately notify Alpha Mirror of any unauthorized access or security breach;
• Accept responsibility for all activities conducted through your account;
• Implement appropriate security measures for devices used to access the Platform.

3.4 Account Suspension and Termination

Alpha Mirror may suspend or terminate your account immediately and without prior notice if:

• You violate these Terms or any applicable laws or regulations;
• You engage in prohibited activities or fraudulent behavior;
• You fail to complete or maintain KYC/AML verification;
• You become subject to sanctions or regulatory restrictions;
• We suspect illegal activity, money laundering, or terrorist financing;
• Your account shows signs of compromise or unauthorized access;
• Required by law, regulation, or court order;
• We determine continued service provision poses unacceptable risk.

4. USE OF SERVICES AND ACCEPTABLE USE POLICY

4.1 Permitted Use

You may use Alpha Mirror's services solely for lawful purposes consistent with these Terms. You agree to use services in good faith and in compliance with all applicable laws.

4.2 Prohibited Activities

You must not:

• Market Manipulation: Engage in spoofing, layering, wash trading, pump-and-dump schemes, or any form of market manipulation;
• Illegal Activities: Use services for money laundering, terrorist financing, fraud, or any illegal purpose;
• Unauthorized Access: Attempt to gain unauthorized access to systems, accounts, or data;
• System Abuse: Interfere with, disrupt, or place excessive load on our systems or infrastructure;
• Reverse Engineering: Reverse engineer, decompile, or attempt to extract source code from our platform;
• Automated Abuse: Use bots, scrapers, or automated tools except through authorized APIs;
• Misrepresentation: Provide false information or impersonate others;
• Intellectual Property Violation: Infringe on our or third-party intellectual property rights;
• Circumvention: Attempt to circumvent security measures, fees, or restrictions;
• Regulatory Violations: Engage in activities that violate securities laws, trading regulations, or sanctions.

4.3 Trading Restrictions

Alpha Mirror may impose position limits, order size restrictions, frequency limits, or other trading restrictions to manage risk and ensure platform integrity. We may modify or cancel orders that violate restrictions or appear erroneous.

5. FEES, PAYMENTS, AND FINANCIAL TERMS

5.1 Fee Structure

Fees are charged for services as specified in your service agreement or fee schedule. Fee types may include:

• Trading Fees: Commissions or fees based on trading volume or value;
• Management Fees: Periodic fees for portfolio management services;
• Performance Fees: Fees based on performance relative to benchmarks;
• Withdrawal Fees: Fees for transferring assets out of the platform;
• Network Fees: Blockchain transaction fees (gas fees) passed through to clients;
• Premium Service Fees: Fees for enhanced features or priority services;
• Inactivity Fees: Fees charged on dormant accounts (with notice).

5.2 Fee Changes

Alpha Mirror reserves the right to modify fees with 30 days' prior notice. Continued use of services after fee changes constitutes acceptance. Time-sensitive fee changes due to regulatory requirements or extraordinary market conditions may be implemented with shorter notice.

5.3 Payment Terms

• Fees may be charged in cryptocurrency or fiat currency as specified;
• Fees are typically deducted automatically from account balances;
• You must maintain sufficient balance to cover fees and trading activity;
• Failure to pay fees may result in service suspension or account termination;
• Fee refunds are provided only in Alpha Mirror's sole discretion.

5.4 Third-Party Fees

You are responsible for all third-party fees including exchange fees, network transaction fees, custody fees, and banking charges. These fees are beyond Alpha Mirror's control and are not included in our fee schedules.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Alpha Mirror's Intellectual Property

All intellectual property rights in the Platform, services, algorithms, software, trademarks, content, and materials are owned by or licensed to Alpha Mirror. These include but are not limited to:

• Proprietary trading algorithms and strategies;
• Software, source code, and technical architecture;
• Trademarks, logos, and branding;
• Content, documentation, and user interfaces;
• Data, analytics, and research materials;
• Trade secrets and know-how.

6.2 License Grant to Clients

Subject to your compliance with these Terms, Alpha Mirror grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and services for their intended purpose. This license does not include rights to:

• Copy, modify, or create derivative works;
• Reverse engineer or attempt to extract source code;
• Sell, rent, lease, sublicense, or transfer access;
• Remove proprietary notices or labels;
• Use intellectual property for competitive purposes.

6.3 Client Data and Content

You retain ownership of data and content you provide to Alpha Mirror. By using our services, you grant Alpha Mirror a worldwide, royalty-free license to use, process, store, and transmit your data solely for purposes of providing services, complying with legal obligations, and improving our platform.

6.4 Feedback and Suggestions

Any feedback, suggestions, or ideas you provide regarding our services become Alpha Mirror's property and may be used without compensation or attribution.

7. DATA PROTECTION AND PRIVACY

7.1 Privacy Policy Incorporation

Our Privacy Policy is incorporated into these Terms by reference and describes how we collect, use, store, and protect personal data. By accepting these Terms, you agree to our privacy practices as described in the Privacy Policy.

7.2 Data Processing

Alpha Mirror processes personal data in accordance with applicable data protection laws including GDPR where applicable. You have rights regarding your personal data as described in the Privacy Policy, including rights to access, rectification, erasure, restriction, portability, and objection.

7.3 Data Security

While we implement industry-standard security measures to protect data, no system is completely secure. You acknowledge that transmission of data over the internet carries inherent risks and you accept such risks when using our services.

7.4 Blockchain Transparency

You acknowledge that blockchain transactions are public and permanent. Once data is written to a public blockchain, Alpha Mirror cannot modify, delete, or control it. This includes transaction amounts, addresses, and timing information.

8. CONFIDENTIALITY

8.1 Mutual Obligations

Both parties agree to treat Confidential Information as confidential, use it only for performing obligations under this Agreement, and protect it using reasonable security measures. Confidential Information includes:

• Trading strategies, algorithms, and investment decisions;
• Business plans, financial information, and commercial terms;
• Technical information, software, and system architecture;
• Client data and account information;
• Any information marked or identified as confidential.

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this Agreement;
• Was lawfully in possession prior to disclosure;
• Is independently developed without use of Confidential Information;
• Is required to be disclosed by law, regulation, or court order (with notice to the disclosing party where permitted).

8.3 Regulatory Disclosure

Alpha Mirror may disclose Confidential Information to regulatory authorities, law enforcement, tax authorities, or courts when required by law or in response to valid legal process.

9. REPRESENTATIONS, WARRANTIES, AND ACKNOWLEDGMENTS

9.1 Client Representations

You represent and warrant that:

• All information provided to Alpha Mirror is accurate, complete, and current;
• You have legal capacity and authority to enter this Agreement;
• You are not subject to sanctions, restrictions, or legal impediments preventing service use;
• You have read and understood the Risk Disclosure Statement and accept all outlined risks;
• You have sufficient knowledge, experience, and expertise in digital asset markets;
• You are acting as principal for your own account (or have disclosed agency relationships);
• Funds used for services are from legitimate sources and not proceeds of crime;
• You will comply with all applicable laws, including tax obligations;
• You have consulted independent advisors as necessary;
• Digital asset trading is suitable for your financial situation and investment objectives.

9.2 Alpha Mirror's Disclaimers

To the maximum extent permitted by law:

• Services "As Is": Services are provided "as is" and "as available" without warranties of any kind;
• No Performance Guarantee: We make no guarantees regarding profitability, returns, or investment performance;
• No Uptime Guarantee: We do not guarantee uninterrupted, error-free, or secure service availability;
• No Advice: Our services and communications do not constitute financial, investment, legal, or tax advice;
• Third-Party Services: We are not responsible for third-party services, exchanges, or protocols;
• Market Conditions: We do not guarantee market liquidity, pricing, or execution quality;
• Regulatory Compliance: You are responsible for compliance with laws in your jurisdiction.

9.3 Risk Acknowledgments

You acknowledge and accept that:

• Digital asset trading involves substantial risk of loss;
• You may lose some or all of your invested capital;
• Past performance does not indicate future results;
• No deposit insurance or government protection applies;
• Transactions are generally irreversible;
• Prices are volatile and can change rapidly;
• Leverage amplifies both gains and losses;
• Technology, cybersecurity, and operational risks exist;
• Regulatory changes may adversely impact services or assets;
• You have read and understood the comprehensive Risk Disclosure Statement.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

10.1 Limitation of Liability

To the maximum extent permitted by applicable law:

• Excluded Damages: Alpha Mirror is not liable for any indirect, incidental, special, consequential, or punitive damages including lost profits, lost data, trading losses, or business interruption;
• Liability Cap: Alpha Mirror's total aggregate liability for all claims arising from or related to this Agreement is limited to the lesser of: (a) fees paid by you to Alpha Mirror in the 12 months preceding the claim, or (b) the fair market value of digital assets transferred to or managed by Alpha Mirror on your behalf;
• Exceptions: Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded by law.

10.2 Excluded Liabilities

Alpha Mirror is not liable for losses or damages arising from:

• Market volatility, price movements, or adverse trading results;
• Your investment decisions or trading strategies;
• Third-party actions including exchange failures, hacks, insolvencies, or fraud;
• Blockchain failures, forks, or protocol changes;
• Unauthorized account access due to your failure to maintain security;
• Delays, errors, or failures in third-party services;
• Network congestion, transaction delays, or failed transactions;
• Regulatory changes or government actions;
• Force Majeure Events;
• Your violation of laws or these Terms;
• Service modifications, suspensions, or terminations;
• Inaccurate or incomplete information you provide.

10.3 Indemnification

You agree to indemnify, defend, and hold harmless Alpha Mirror, its affiliates, officers, directors, employees, agents, and service providers from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• Your use or misuse of our services;
• Your violation of these Terms or applicable laws;
• Your breach of representations or warranties;
• Infringement of third-party rights;
• Unauthorized access resulting from your security failures;
• Disputes with other users or third parties;
• Tax liabilities or reporting failures;
• Any negligent or willful misconduct.

11. TAX OBLIGATIONS AND REPORTING

11.1 Tax Responsibility

You are solely responsible for determining, calculating, reporting, and paying all applicable taxes arising from your use of Alpha Mirror's services and digital asset transactions. This includes but is not limited to:

• Income tax on trading profits and staking rewards;
• Capital gains tax on asset dispositions;
• Value-added tax (VAT) or goods and services tax (GST) where applicable;
• Wealth, inheritance, or estate taxes;
• Any other taxes imposed by your jurisdiction.

11.2 No Tax Advice

Alpha Mirror does not provide tax advice. Any information provided regarding tax matters is general in nature and should not be relied upon for tax planning or compliance. You should consult qualified tax professionals in your jurisdiction.

11.3 Tax Reporting and Withholding

• Alpha Mirror may provide transaction history and records to assist with tax reporting;
• We may be required by law to report certain transactions or account information to tax authorities;
• We may be required to withhold taxes on certain payments or distributions;
• You agree to provide tax-related documentation (such as W-9, W-8BEN forms) as requested;
• Failure to provide required tax documentation may result in service restrictions.

11.4 Record Keeping

You are responsible for maintaining adequate records of all transactions for tax and legal purposes. We recommend maintaining records for at least 7 years or as required by applicable law.

12. TERMINATION AND ACCOUNT CLOSURE

12.1 Termination by Client

You may terminate this Agreement and close your account at any time by:

• Providing written notice to Alpha Mirror;
• Settling all outstanding obligations, fees, and liabilities;
• Withdrawing all digital assets from your account;
• Completing any pending transactions or settlements.

12.2 Termination by Alpha Mirror

Alpha Mirror may terminate this Agreement immediately without prior notice if:

• You breach these Terms or any applicable laws;
• You engage in prohibited activities or fraudulent conduct;
• You fail to complete or maintain KYC/AML compliance;
• You become subject to sanctions or legal restrictions;
• We suspect illegal activity or unacceptable risk;
• Required by law, regulation, or court order;
• We determine in our sole discretion that continued service is not appropriate.

Alpha Mirror may also terminate this Agreement for convenience with 30 days' written notice.

12.3 Effects of Termination

Upon termination:

• All rights and licenses granted to you immediately cease;
• You must immediately discontinue use of all services and Platform access;
• Outstanding fees, obligations, and liabilities remain due and payable;
• Alpha Mirror will return your digital assets minus applicable fees, costs, and amounts owed;
• Asset return will be processed within a reasonable timeframe (typically 14-30 days);
• Confidentiality obligations survive termination indefinitely;
• Provisions regarding limitation of liability, indemnification, and dispute resolution survive;
• Alpha Mirror may retain records as required by law or regulation.

12.4 Dormant Account Policy

Accounts with no activity for 12 consecutive months may be classified as dormant. Dormant accounts may be subject to inactivity fees after notice. We may close dormant accounts and return assets after reasonable efforts to contact you.

13. DISPUTE RESOLUTION AND GOVERNING LAW

13.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Republic of Panama, without regard to conflict of law principles.

13.2 Dispute Resolution Process

In the event of any dispute, controversy, or claim arising from or relating to this Agreement:

1. Informal Resolution: Parties agree to first attempt good faith informal resolution through direct negotiation for a period of 30 days;
2. Mediation: If informal resolution fails, parties agree to non-binding mediation before a mutually agreed mediator;
3. Arbitration/Litigation: Disputes not resolved through mediation shall be resolved through [ARBITRATION/LITIGATION AS SPECIFIED IN SERVICE AGREEMENT].

13.3 Arbitration (if applicable)

If arbitration is specified in your service agreement:

• Arbitration shall be conducted under the rules of the Panama Arbitration and Conciliation Center (Centro de Arbitraje y Conciliación de Panamá) or another mutually agreed international arbitration body;
• Arbitration shall be conducted in Panama City, Panama;
• The arbitrator's decision shall be final and binding;
• Each party bears its own costs unless the arbitrator decides otherwise;
• Arbitration shall be confidential except as required by law.

13.4 Class Action Waiver

To the extent permitted by law, you agree that disputes will be resolved individually and you waive the right to participate in class actions, class arbitrations, or representative proceedings.

13.5 Limitation Period

Any claim or dispute must be filed within one (1) year from when the cause of action arose. Claims filed after this period are permanently barred.

14. GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with the Privacy Policy, Risk Disclosure Statement, and any written service agreements, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.

14.2 Amendments

Alpha Mirror may amend these Terms at any time by posting updated Terms with a new effective date. Material changes will be notified via email or Platform notification. Continued use of services after the effective date constitutes acceptance of amended Terms.

14.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect. Invalid provisions will be modified to the minimum extent necessary to make them valid and enforceable while preserving intent.

14.4 Waiver

Failure to enforce any right or provision does not constitute a waiver of such right or provision. No waiver is effective unless in writing and signed by Alpha Mirror.

14.5 Assignment

You may not assign or transfer this Agreement or any rights hereunder without Alpha Mirror's prior written consent. Alpha Mirror may assign this Agreement to affiliates, successors, or acquirers without your consent.

14.6 Third-Party Beneficiaries

This Agreement does not create rights for any third parties except as expressly stated.

14.7 Force Majeure

Alpha Mirror is not liable for delays or failures in performance resulting from Force Majeure Events. During such events, Alpha Mirror may suspend services, and performance obligations are excused for the duration of the event.

14.8 Notices

Notices to Alpha Mirror must be sent to business@alphamirror.ai. Notices to you will be sent to the email address associated with your account. Notices are deemed received when sent (email) or 3 business days after mailing (post).

14.9 Language

The English language version of these Terms is controlling. Any translations are provided for convenience only.

14.10 Survival

Provisions that by their nature should survive termination will survive, including confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution provisions.

15. CONTACT INFORMATION

For questions, concerns, or communications regarding these Terms and Conditions, please contact:

• Company Name: Alpha Mirror
• Email: business@alphamirror.ai
• Website: www.alphamirror.ai

ACCEPTANCE AND ACKNOWLEDGMENT

By clicking "I Accept," creating an account, accessing the Platform, or using Alpha Mirror's services, you acknowledge that:

• You have read and understood these Terms and Conditions in their entirety;
• You agree to be legally bound by all terms and provisions;
• You have read and understood the Risk Disclosure Statement and accept all outlined risks;
• You consent to the processing of your personal data as described in the Privacy Policy;
• You represent that all information provided is accurate and complete;
• You meet all eligibility requirements for using our services;
• You understand that digital asset trading involves substantial risk of loss;
• You have sought independent professional advice where necessary.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE ALPHA MIRROR'S SERVICES.