Client Agreement and General Terms & Conditions

1. Acknowledgement

• 1.1. This Client Agreement and General Terms & Conditions (hereinafter referred to as “Agreement”) is subject to your acknowledgement PRIOR to opening an account with CoinspayYou. By opening an account and/or using our services you confirm that the Agreement has been read and understood by you and that you unconditionally agree to accept it and be bounded by its provisions. In case you do not agree (partially or wholly) with the terms set forth in the Agreement, please DO NOT proceed with registering with coinspayyou.com .

2. Agreement

• 2.1. The Agreement is settled between Advanced Binary Technologies Ltd, reg. no. C44622 having its principal address at Office 590, Suites 5 Horsfords Business Centre, Long Point Road, Charlestown, Nevis, St. Kitts and Nevis, operating under the trading name “CoinspayYou Trader options” (hereinafter referred to as the “Company”) and yourself (hereinafter referred to as the “Client”).

• 2.2. All the relations, interactions, communication, services provision and other means of cooperation between the Company and the Client are solely ruled by the Agreement without any exceptions, unless stated otherwise. None of the contractual obligations stated in the Agreement can be rejected on the basis of the fact that the Agreement is a “distance contract”.

• 2.3. The Client understands that the Agreement can be only in effect in case the Client is of legal age. Under no circumstances shall the Company provide any services to any person under 18. All the accounts, data, history, log files and any other information of such persons shall be voided immediately without any possibility of restoration.

3. Services

• 3.1. The scope of the services offered by the Company is as follows:

  • 3.1.1. Trading platform designed for Binary Options trading via Internet

  • 3.1.2. Execution of Binary Options trading orders

  • 3.1.3. Market data (including but not limited to) currency pairs, metals, spot options, exchange data, commodities, shares market prices, market news, trading signals, analysis tools.

  • 3.1.4. Trading accounts denominated in US Dollars and Euro

  • 3.1.5. Acceptance, processing and segregation of the Clients’ deposits and funds and processing Clients’ withdrawals

  • 3.1.6. Information provided at coinspayyou.com.

  • 3.1.7. Customer Support via a variety of communication channels (such as live chat, email, telephone, or other means available at the moment).

  • 3.1.8. Any other services offered via coinspayyou.com  or trading platform that are rendered by the third party providers.

• 3.2. The list of the services provided may be updated from time to time at the Company’s sole discretion, subject to a prior notice.

4. “Non Grata” Jurisdictions

• 4.1. The Company reserves the right to discontinue offering the aforementioned services in certain jurisdictions and/or countries at any time at its sole discretion. The Clients originating and/or residing in such countries will not be allowed to use the Company’s services. No USA citizens or residents are served at present.

• 4.2. The amendments to the restricted countries list can be performed by the Company at any time without prior notice whenever deemed necessary.

5. Age restrictions and eligibility

• 5.1. The Company’s services (partially or on the whole) are solely available for those capable of signing legally binding contracts and of legal age. Under no circumstances shall the Company provide any services to persons under 18. Such accounts, in case opened, shall be automatically closed and (if necessary) refunded. No exceptions shall be made from this provision.

• 5.2. The Company reserves a right to deny a Client, refuse to provide its services to a particular individual or a legal entity, cancel any of his/her/its accounts, and discontinue serving the Client at the Company’s sole discretion without explaining the reason. Such cancellations shall be the subject of a prior written notice.

• 5.3. The Company shall not be liable in any way for any piece of information published at coinspayyou.com  by third parties (such as public comments, judgements, advices, opinions, etc) and for any information regarding the Company in any other websites. By the nature of the Internet none of the information can be fully controlled and must therefore be considered carefully prior to making any decisions and/or actions on its basis.

6. KYC procedures

• 6.1. Upon registration with CoinspayYou Trader Options and, therefore, acceptance of the Agreement, a Client shall be provided with an account at Ideal Trader Options. The account owner data as well as the other relevant details shall be provided by the Client as required by the Company and the regulation.

• 6.2. The information provided (such as the Client’s name, address, phone number, mobile number, email, etc) shall be subject to KYC procedures and verification.

• 6.3. It is the Client’s sole responsibility and obligation to ensure the information provided is correct, complete, true, accurate, relevant and up-to-date.

• 6.4. The provision of misleading, false or outdated information may be considered a legal offence and may lead to the immediate closure of the Client’s account.

• 6.5. In any cases when the Security department has grounds to suspect that account has been accessed and used by a third party, the Company reserves a right to request a video call via Skype to confirm Client’s identity. In such case the Client must be able to confirm during the video call his/her trade patterns and provide the Company with identification documents. In case of strong grounds’ presence to presume that account has been seized by a third party the Company reserves a right to stop all activity of the account until the identification video call via Skype is made. In considerations of privacy of the Company’s Security department agents during the video call the Client will not have a video of agents.

  If during 15 days after the request submission to confirm the identity of the account holder the Client hasn’t contacted the Company providing convenient time for the call, the Company reserves a right to terminate the account without the reimbursement of any losses or profits.

• 6.6. According to the regulatory requirements, a complete compliance shall be performed by the Company on the Client’s information. The scope of the measures constitutes CoinspayYou Trader Options AML policy.

• 6.7 As a part of the AML policy the client shall be required to verify his/her account information prior to performing any financial or trading transactions. The verification shall include the submission of a color passport/ID copy, residence address proof, credit card possession proof (if applicable) and other documents as required by the EU AML directives. The scope of the documents required can be amended by the Company in accordance with the legislation.
  If requested documents are not provided during 30 days the Company has a right to refund the deposit and terminate the account. Profits or losses will not be reimbursed in such cases.

7. Investment advice waiver

• 7.1. The Client unconditionally agrees that no information provided to the Client by CoinspayYou Trader Options by means of the website, trading platform or any other means shall be considered an investment advice from the Company. None of the information published by the Company shall be intended to affect the Client’s trading decision(s) in any way. The Company shall not bear any liabilities thereof and shall not be liable for any losses incurred as a result of the Client’s trading.

• 7.2. The losses that the Client may bear are restricted solely by his/her personal funds deposited into the Company. No additional fees can be implied as a result of the Client’s trading.

8. Client’s obligations

• 8.1. By entering the agreement the Client unconditionally confirms that:

  • 8.1.1. All the personal data provided by the Client upon opening the account with CoinspayYou Trader Options are accurate, up-to-date, correct and true

  • 8.1.2. The Client is of legal age.

  • 8.1.3. The Client is the sole owner and beneficiary of his/her account

  • 8.1.4. It is the Client’s sole responsibility to ensure that there are no legal or any other causes preventing him/her from using the Company’s services. The Company shall not be liable for using its services in the jurisdictions which restrict or prohibit binary options trading in any way. Such cases shall be considered abusing the Company’s services and the Company shall not bear any responsibility for the legal consequences of such actions.

  • 8.1.5. The funds deposited by the Client have legal origin and do not originate from any sort of criminal activity or any other activity prohibited by the law.

• 8.2. The Clients acknowledges that he/she is solely and completely responsible for any activities performed in his/her accounts, including deposits, withdrawals, any placed or displaced orders. The Client acknowledges that under no circumstances the Company shall be liable for the outcomes or consequences.

• 8.3. The Client acknowledges that it is his/her sole responsibility to keep all the account credentials (such as logins, passwords, email addresses, etc) safe and unreachable for any third party. The Company shall not be liable to any damages or losses incurred as a result of the Client’s granting (intentionally or unpremeditatedly) the access to the account to any third parties.

• 8.4. The Client understands and accepts the risks involved into the binary options trading. The Client has read and understood the Risk Notice available at coinspayyou.com prior to opening the account with Ideal Trader Options.

• 8.5. The Client acknowledges that the Company shall not be liable for any technical malfunctions of whatever nature on the Client’s side. Such may include (but not limited to): internet connection malfunctions, delays, blackouts, losses of data and speed between the Company’s servers and the Client’s device(s), any errors or bugs related to any third party (i.e. not provided and/or developed by the Company) software, any disconnections or other malfunctions of any nature on whatever internet provider’s behalf, any losses of data on the Client’s side, any operating system failures, any hardware or software breakdowns on the Client’s side, any malwares, vulnerabilities or viruses, etc. The Company shall not be liable to any damages or losses incurred as a result of abovementioned events.

• 8.6. The Client acknowledges that under no circumstances does the Company guarantee flawless and rapid access to the website and/or platform in all the regions of the world, all the providers and all the rest means of communication. The Company shall not be responsible for any failures resulting from the inadequate conditions of internet connection in various regions as well as any other losses and damages caused by connectivity issues, which the Company can not affect

• 8.7. The Client shall be solely responsible for his/her taxation obligations, governmental fees or any other liabilities implied by the law and shall fulfill them on his/her own.

• 8.8. The Client unconditionally agrees to abide by the Company’s Anti-Money Laundering policy and remain adherent to it at all times. Any breach of the policy as well as any attempt to perform any activities that can be considered or fall under suspicion of money-laundering shall lead to the immediate account termination. The Company reserves a right to report such cases to the corresponding authorities and bodies.

• 8.9. The Client acknowledges that under no circumstances any deposits/withdrawals to/from the third persons shall be performed. Any deposit or withdrawal request intended (or suspected to be intended) to a third person shall be declined in all cases. By using the Company’s services the Client unconditionally agrees that any financial transactions (whether in- or outgoing) must be performed SOLELY by the Client on his/her behalf only. No exceptions shall be made from this provision. Both the Company and the Client agree to make their best effort to comply with the policy and the international AML legislation.

• 8.10. The Client accepts and understands that only one account shall be allowed for a single person. Opening multiple accounts (unless reasonable grounds provided prior to opening) shall be considered an abuse and shall be terminated.

• 8.11. The Client agrees that following or not following any trading signals provided by the Company in cooperation with third party providers shall remain the Client’s sole decision and responsibility. The Company shall not be liable for the results of the trading or any losses caused by it.

9. Platform Abuse

• 9.1. The Client unconditionally agrees that some of the existing trading practices (whether performed intentionally or not) shall be considered abusive by the Company and shall lead to the account termination. Such may include (but not limited to):

  • 9.1.1. Abusing or manipulating the prices/quotes

  • 9.1.2. Abusing system errors

  • 9.1.3. Arbitrage trading or latency arbitrage

• 9.2. It will remain the Company’s policy to ensure the Client’s convenience and positive experience and to interpret any doubts in favour of the Client. Yet, whenever the Company shall have grounds to believe the Client intentionally abuses or manipulates the platform, the Company reserves a right to terminate such account, modify or close existing orders, decline or cancel closed orders. The Company reserves a right to take appropriate preventive measures to protect itself from any kind of abuse and/or manipulation.

• 9.3. According to Company’s policy multiple accounts operations are prohibited. It is not allowed to trade using third party’s account or give credentials to third party to perform trading on your account. Evidence of multiple accounts activity includes but not restricted to:

  • 9.3.1. usage of the same IP address

  • 9.3.2. multiple accounts exposing identical deposit/withdrawal patterns

  • 9.3.3. multiple accounts displaying same or identical trading patterns

  • 9.3.4. group trading is considered a commercial trading which is prohibited

  Upon the discovery of such actions the Company reserves a right to terminate all affected accounts without any reimbursement of profit/losses.

10. Withdrawal procedure and regulations

• 10.1. The Client will only be allowed to make withdrawal at the end of his trade.

• 10.2. All the withdrawals from the Client’s account (regardless of the amount) shall be performed via withdrawal requests submitted by the Client in the platform only. No requests shall be accepted via any other means, such as telephone conversations, live chat, email, etc.

• 10.3. All the data of the requests, transactions and other interactions related shall be logged and saved accordingly.

• 10.4. All the withdrawals shall undergo an AML compliance check by the Company. The following general rules shall be applied:

  • 10.4.1. Withdrawal shall be only performed to the same payment requisites that had previously been used for depositing the account. In case various requisites were used, the withdrawal shall be performed on a proportional basis.

  • 10.4.2. In case credit/debit card had been used for deposit, a color photo of the card (with certain numbers and the CVC hidden) shall be requested prior to withdrawal.

• 10.5.Note: Mini, Standard, Executive and Vip comes with an upgrade if the profit exceeds expected Amount. It’s the customers decision to choose any of the upgrade plans above their current/active plan when upgrading. Also know that there are taxes and brokerage fee to be paid by new investors only.

• 10.6. Under no circumstances the withdrawal shall be performed to a third party’s payment requisites.

• 10.7. In case the Client’s withdrawal request amount exceeds the actual account balance, such withdrawal request shall be declined.

• 10.8. All commission must be fully paid before withdrawals can be made

11. Deposits

• 11.1. No deposits shall be accepted from the third parties. Such deposits shall be refunded immediately. This in particular is related to the credit/debit card deposits. The cardholder name without exceptions must match the account holder name. Any deposits failing to comply with this rule shall be voided immediately.

• 11.2. In case the deposit option nature does not presuppose instant credit and requires certain time to be processed (i.e. local or global bank wire transfer) the deposit shall be performed via a deposit notice. The deposit notice shall be created by the Client in his/her personal area. Upon reception of the funds the Company shall process the deposit request accordingly (i.e. credit the Client’s account with the actual received amount). The Client acknowledges that by nature of the bank transfer in exceptional cases such request may take up to 14 business days to be processed.

12. Account risks

• 12.1. The Client acknowledges that by definition he/she is the only person authorized to perform any trading activity in his/her account. Should the Client decide to grant access to his/her account to any third person and authorize this person to trade, the Client unconditionally accepts that he/she will bear complete responsibility for this action. The Company shall not be liable for any results (whether positive or negative) of such behaviour.

• 12.2. The deal closes according to the expiration time. If during the low volatility market there were less than three ticks in a deal it will not be recognized as a valid one. The investment of the deal shall be reimbursed to the trading balance.

13. Record Keeping

• 13.1. The Client acknowledges that all the phone conversations, live chat logs, emails and other conversations shall be recorded by the Company.

• 13.2. The records shall remain the Company’s property during the whole storage time.

• 13.3. Under no circumstances shall the Company disclose any information contained in the records unless requested under the court verdict or any other legal request from the governing bodies.

• 13.4. The Client agrees that the data may be used for the Company’s marketing and research activities held from time to time.

14. Reporting

• 14.1. The Company shall provide trading reports containing the scope of all the Client’s account activities on a regular basis by email.

• 14.2. The statement shall be considered correct upon reception by the Client.

• 14.3. The Client agrees to opt-in to receive the reports by opening the account with Ideal Trader Options.

• 14.4. The Client has a right to refuse from receiving the reports at anytime via his/her personal area.

• 14.5. The reports shall not be provided in hard-copies.

15. Copyrights

• 15.1. The Company’s website, all materials and information contained therein, trading platform, brand name, domain names, etc are protected by the international copyright legislation.

• 15.2. It is strictly prohibited to copy, represent, or in any other way use this information for the purpose of promoting whatever activities and/or businesses.

• 15.3. It is strictly prohibited to copy, publish, display, disclose, rent, modify, lease, distribute, decompile or reverse engineer the CoinspayYou Trader Options trading platform. Any attempts to do so shall be the subject of the court hearings in accordance with the international intellectual property legislation.

16. Other sources

• 16.1. Links to other websites owned by the third parties may be posted at the Company’s website.

• 16.2. Such links do not represent authorization, coordination, cooperation, authorization, affiliation, sponsorship or any other kind of relationship with the aforementioned parties. The Company shall not be liable to any damages or losses incurred as a result of the usage of the abovementioned websites.

17. Amendments

• 17.1. The Company reserves a right to update and/or amend the provisions of these Terms and Conditions subject to prior notification.

18. Miscellaneous

• 18.1. These Terms and Conditions together with the Risk Notice, AML Policy and Privacy policy comprise the complete and entire agreement between the Client and the Company.

• 18.2. The Terms and Conditions do not constitute nor create any rights nor obligations to any third party.

• 18.3. The Client is not allowed to transfer whole or any part of his/her rights or obligations subject to these Terms and Conditions to any third party.

• 18.4. Any notices, news, messages send from the Company to the Customers by means of email, phone, internal platform messages or any other communication means shall be deemed received by the Client within 24 hours from the release. No claims shall be accepted on the failures of delivery, failures to receive and/or read them.

• 18.5. The Terms and Conditions on the whole as well as any disputes arising thereof shall be governed by the law of the area.

19. Force Majeure

• 19.1. A Force Majeure Event includes, without limitation, any act, incident or circumstance occasioned by act of God, war, fire, civil commotion, terrorism, flood, storm, interruption of power supply, electronic, communication equipment failure, civil unrest, act of government, labour dispute, inability to communicate with quotes providers for whatever reason, the suspension or liquidation of any third-party whatsoever or any other reason beyond the Company’s reasonable control.

• 19.2. The Company shall not be liable for any kind of loss or damage incurred by the Client due to a Force Majeure Event.

• 19.3. The Client acknowledges that the Company shall in its reasonable opinion determine that a Force Majeure Event occurred or is about to occur; under such circumstances the Company shall take reasonable steps to inform the Client.

• 19.4. If the Company determines that a Force Majeure Event occurred, at Company’s sole discretion and without prejudice to the Client’s rights under this Agreement, the Company may:

  • – close any open positions at a price that the Company considers reasonable

  • – implement amendments to any closed positions

  • – amend the content of this Agreement by reason of impossibility for the Company to comply with it

  • – decline or postpone Client’s funds withdrawal in a certain payment system

• 19.5. The Company shall not be considered in breach of this Contract to the extent that performance of its respective obligations (excluding payment obligations) is prevented by a Force Majeure Event that arises.

• 19.6. If a Force Majeure Event occurs, The Company shall, at all times take all reasonable steps within its respective powers and consistent with good faith and international industry practices (but without incurring unreasonable additional costs and at Company’s sole discretion) to resolve every situation as it deems appropriate.

RISK DISCLOSURE STATEMENT

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

In consideration of the Service Provider agreeing to enter into Agreement with the Customer, Customer acknowledges, understands and agrees that:

1. Trading Non-Deliverable Bitcoin Settled Products are Very Speculative and Risky. Trading Non-Deliverable Bitcoin settled products are highly speculative and is suitable only for those Customers who (a) understand and are willing to assume the economic, legal and other risks involved, and (b) are financially able to assume losses significantly in excess of Margin or deposits.

   Trading with Non-deliverable Bitcoin settled products are not an appropriate investment for retirement funds. Customer represents, warrants and agrees that Customer understands these risks; that Customer is willing and able, financially and otherwise, to assume the risks of Trading with Non-Deliverable Bitcoin settled products and that loss of Customer’s entire Account Balance will not change Customer’s life style.

2. High Leverage Can Lead To Quick Losses. The high leverage associated with trading with Non-Deliverable Bitcoin settled products can result in significant losses due to price changes. Customers must maintain the minimum margin requirements on their open positions at all times. It is the Customer’s responsibility to monitor his/her account balance. The Service Provider has the right to liquidate any or all open positions whenever the minimum margin requirement is not maintained. Increasing leverage increases risk.
3. Prices, Margin And Valuations Are Set By The Service Provider And May Be Different From Prices Reported Elsewhere. The Service Provider will provide indicative prices to be used in trading, valuation of Customer positions and determination of Margin requirements. Although the Service Provider expects that these prices will be reasonably related to prices available in the open market, prices reported by the Service Provider may vary from prices available to banks and other participants in what is known as the open market. The Service Provider will exercise considerable discretion in setting and collecting Margin.
4. Market Recommendations Are Informational, Customer Makes Independent Decisions, And The Service Provider Is Not An Adviser Or A Fiduciary To Customer. The market recommendations provided by the Service Provider do not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any contracts. Each decision by Customer to enter into a buy or sell order or other transaction with the Service Provider and each decision whether such order or other transaction is appropriate or proper for Customer is an independent decision by Customer. The Service Provider is not acting as an advisor or serving as a fiduciary to Customer. Customer agrees that the Service Provider has no fiduciary duty to Customer and no liability in connection with and is not responsible for any liabilities, claims, damages, costs and expenses, including attorneys’ fees, incurred in connection with Customer following the Service Provider trading recommendations or taking or not taking any action based upon any recommendation or information provided by the Service Provider.
5. Recommendations Are Based On Personal Judgments And Are Not Guaranteed. The market recommendations of the Service Provider are based solely on the judgment of the Service Provider personnel. These market recommendations may or may not be consistent with the market positions or intentions of the Service Provider, its affiliates and employees. The market recommendations of the Service Provider are based upon information believed to be reliable, but the Service Provider cannot and does not guarantee the accuracy or completeness thereof or represent that following such recommendations will reduce or eliminate the risk inherent in Trading with Non-deliverable Bitcoin settled products.
6. There is no Central Market or Clearinghouse Guarantee. Each trade, order or position is a contract directly between the Service Provider and the Customer. There is no clearing house and no guarantee by any other party of the Service Provider payment obligations to the Customer.
7. No Guarantees of Profit. There are no guarantees of profit or freedom from loss in Trading with Non-Deliverable Bitcoin settled products. Customer has received no such guarantees from the Service Provider or from any of its representatives. Customer is aware of the risks inherent in Trading with Non-deliverable Bitcoin settled products and is financially able to bear such risks and withstand any losses incurred.
8. Customer May Not Be Able To Close or Open Positions. Due to market conditions, Website maintenance, technical issues, system failure or other circumstances the Service Provider may be unable to close existing position or open new position at the level specified by Customer, and Customer agrees the Service Provider will bear no liability for failure to do so.
9. Service Interference and Third Party Attacks. There may be third party or other attacks targeting computers/networks, spreading malware, running botnets, (D)DOS attacks, defacing websites, violations of network security, etc. which can material alter, intercept or otherwise interfere with the giving or execution of an Order or the transfer of funds to and from the Customer’s Account. Customer acknowledges, understands and accepts that the Service Provider shall bear no responsibility or liability whatsoever for it.
10. Indemnification. You agree to indemnify and hold harmless Operator and Services Provider, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Service. If you are obligated to indemnify Operator and Services Provider, its affiliates, contractors, licencors, and their respective directors, officers, employees or agents pursuant to this clause, Operator and Services Provider will have the right, in its sole discretion, to control any action or proceeding and to determine whether Operator and Services Provider wishes to settle, and if so, on what terms.