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Terms & Conditions

BEAXY TERMS AND CONDITIONS

Last updated: 5/12/2022

 

Beaxy Exchange (beaxy.com) is operated by Windy Inc in the United States and around the world (hereinafter “Beaxy”). Thank you for choosing Beaxy, a cryptocurrency exchange built to give traders everything they need to succeed.

This is a Beaxy Terms and Conditions (the “Agreement”) between you (also referred to herein as “User”, “Customer”, “you”, “your”) and Windy Inc. (“Beaxy”). This Agreement governs your use of the services provided by Beaxy described below (“Beaxy Services” or “Services”). By signing up to use an account through beaxy.com, APIs, or the Beaxy mobile application (collectively the “Beaxy Site”), you agree that you have read, understand, and accept all of the terms and conditions contained in this Agreement including Section 8.2. “Arbitration; Waiver of Class Action”, as well as our Privacy Policy, Cookie Policy, E-Sign Consent Policy, Risk Disclosure/Disclaimers, and any applicable terms and conditions related to Beaxy’s programs.

Beaxy is not an investment advisor and is not registered with the U.S. Securities and Exchange Commission or the Financial Industry Regulatory Authority. Further, owners, employees, agents or representatives of Beaxy are not acting as investment advisors and might not be registered with the U.S. Securities and Exchange Commission or the Financial Industry Regulatory. Beaxy is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons.

For more information on Beaxy, you can refer to the company and license information found on the website. If you have questions regarding this agreement, please feel free to contact Beaxy for clarification via our Customer Support team at: https://www.beaxy.com/help/support/

 

  1. General
    1. 1.1. Eligibility and Registration of Beaxy Account. To be eligible to use the Beaxy Services, you must be at least 18 years old, reside in the United States, and accept all of Beaxy’s tems and conditions including this Agreement. You must register for a Beaxy account to use the Beaxy Services (a “Beaxy Account“). By using a Beaxy Account you agree and represent that you will use Beaxy only for yourself, and not on behalf of any third party, unless you have obtained prior approval from Beaxy. You are fully responsible for all activity that occurs under your Beaxy Account. Beaxy may, in our sole discretion, refuse to open a Beaxy Account, or limit the number of Beaxy Accounts that you may hold or suspend or terminate any Beaxy Account or the trading of specific Digital Assets in your account.
    2. 1.2. Terms. Beaxy reserves the right and may amend or modify this Agreement at any time by posting the revised agreement on the Beaxy Site and/or providing a copy to you, with or without notice (a “Revised Agreement”). Your use of Beaxy Site or Services is governed by the version of the Agreement in effect on the date the Beaxy Site or Services is accessed by you. Your continued use of Beaxy Site or Services after the posting of a Revised Agreement constitutes your acceptance of such Revised Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Beaxy Site or Services and close your account.
    3. 1.3. Identity Verification. During registration for your Beaxy Account, you agree to provide us with the information we request for the purposes of identity verification and to fulfill our regulatory requirements and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the Beaxy Services. Your access to one or more Beaxy Services and the limits that apply to your use of the Beaxy Services, may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account and additional information we may require from time to time. In providing us with this or any other information that may be required, you confirm that the information is accurate and authentic. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to financial crime agencies and that these agencies may respond to our inquiries in full. 
    4. 1.4. Access. We do not represent that your access to Beaxy Site or other Beaxy Services will be available without interruption, delays, interruption, degradation, etc.  and we do not guarantee that any order will be executed, accepted, recorded, or remain open. Beaxy shall not be liable for any losses resulting from or arising out of transaction delays.
  2. Wallet and Custodial Services
    1. 2.1. Wallet Services. As part of your Beaxy Account, Beaxy will provide qualifying users access to: (a) a hosted Digital Asset wallet(s) for holding Digital Assets (“Digital Asset Wallet”), and (b) a hosted accounts for US Dollars (“USD“) ,Euros (“EUR”), British Pounds (“GBP”) or other fiat currencies (the “Fiat Accounts”).
    2. 2.2 Hosted Digital Asset Wallet. As party of Beaxy Services, User’s Digital Asset Wallet allows you to store, trade track, transfer, and manage your balances of Digital Asset. As used throughout, “Digital Asset” means only those particular digital currencies listed as available to trade or custody in your Beaxy Account (also referred to as “Supported Digital Asset”). Services and supported assets may vary by jurisdiction. Beaxy is under no obligation to support or provide support for hard forks, airdrops, or any similar distribution of assets.
    3. 2.3. Supported Digital Currencies. User’s Beaxy Account is intended solely for proper use of Supported Digital Assets as designated on the Site. Beaxy assumes no responsibility in connection with any attempt to use your Digital Asset Wallet with digital currencies that we do not support and under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive digital currencies Beaxy does not support.
    4. 2.4. Digital Asset Custody and Title. All Digital Currencies held in your Digital Asset Wallet are custodial assets held by Beaxy for your benefit, as described in further detail below.
    5. 2.5. Acknowledgement of Risk and Ownership. Since User owns title to User’s Digital Assets in User’s Digital Wallet, you acknowledge and agree that you shall bear all risk of loss of such Digital Asset. Beaxy shall have no liability for market fluctuations of Digital Asset. Beaxy reserves the right to suspend your account and activities in your Digital Wallet if you violate Beaxy’s Agreement. Beaxy does not provide insurance or protections by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation and you acknowledge the risks associated with the lack of insurance or protections. 
    6. 2.6. Digital Currencies Not Segregated. In order to more securely custody assets, Beaxy may use shared blockchain addresses, controlled by Beaxy, to hold Digital Currencies held on behalf of customers and/or held on behalf of Beaxy. Although we maintain separate ledgers for Client and Beaxy accounts, Beaxy shall have no obligation to segregate by blockchain address Digital Currencies owned by you from Digital Currencies owned by other customers or by Beaxy.
  3. Payment Services, Purchase & Sale Transactions, Credit Transactions
    1. 3.1. Fiat Funds. You can send funds into your Fiat Accounts from a valid bank account via ACH transfer, SEPA transfer, or Fed or SWIFT wire transfer. Your fiat balance may be in a pending state and will not be credited to your Fiat Account  until after the bank transfer has cleared, usually with 5 business days. Your bank      may debit your linked bank account as soon as you initiate payment. The name on your linked bank account and your wire transfer must match the name verified on your Beaxy Account.
    2. 3.2. Transactions on the Beaxy Site. When you purchase (buy) or sell Digital Asset on the Beaxy Site, Beaxy acts as the agent, transacting on your behalf, to facilitate that purchase or sale between you and other Beaxy customers. You are not buying Digital Asset from Beaxy or selling Digital Asset to Beaxy. You can purchase (buy) Digital Asset using: (a) funds in your Fiat Accounts, (b) Digital Asset held in certain Digital Asset Wallets, as permitted by Beaxy, (c) a valid bank account in the name that matches the name on your Beaxy Account, or (d) a debit or credit card that matches the name on your Beaxy Account (each a “Permitted Payment Method“). You agree to read and follow relevant instructions on the Beaxy Site related to your Digital Asset transaction. Digital Asset purchases and sales are collectively referred to herein as “Digital Asset Transactions”. If Beaxy cannot complete your Digital Asset Transaction for any reason (such as price movement, market latency, inability to find a counterparty for your transaction, or order size), Beaxy will reject the order and notify you of such rejection. You will not be charged for a rejected transaction. Beaxy reserves the right to cancel any transaction for any legitimate reason (such as price movement, market latency, inability to find a counterparty for your transaction, order size, etc.)
    3. 3.3. Fees. In general, Beaxy makes money when you purchase or sell digital Asset on our Site. A full list of Beaxy fees for your Beaxy Account can be found on Fees Page By using Beaxy Services you agree to pay all applicable fees. Beaxy reserves the right to adjust its pricing and fees and any applicable waivers at any time. You are responsible for paying any additional fees charged by your financial service provider.
    4. 3.4. Revocation, Reversals & Cancellations. When you give us instructions to purchase (buy) Digital Asset, you cannot withdraw your consent to that purchase unless the purchase is not scheduled to occur until a future date. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize Beaxy, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your Fiat Accounts or Digital Asset Wallet balances or other linked accounts, in any amount necessary to complete the transaction. We reserve the right to refuse to process, or to cancel or reverse, any Digital Asset Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the transaction is erroneous; or if Beaxy suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, Beaxy will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.
    5. 3.5. Unauthorized and Incorrect Transactions. Beaxy will assume that you authorized any and all Digital Asset or USD transactions using your credentials. If you believe a transaction is incorrect or fraudulent, please contact Beaxy’s customer support immediately. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified Beaxy immediately in accordance with this section.
    6. 3.6. Consent to access, processing and storage of your personal data. By using Beaxy Site and/or Beaxy Services, You consent to us accessing, processing and retaining any personal information you provide to us for the purpose of us providing Site or Beaxy Services to you. This consent is not related to, and does not affect, any rights or obligations we or you have in accordance with data protection laws, privacy laws and regulations. You can withdraw your consent at any time by closing your account with us. However, we may retain and continue to process your personal information for other purposes. Please see our Privacy Policy for further information about how we process your personal data, and the rights you have in respect of this.
    7. 3.7. Payment Services Partners. Beaxy may use a third party payment processor to process any US Dollar payment between you and Beaxy, including but not limited to payments in relation to your use of the Digital Asset Transactions or deposits or withdrawals from your Fiat Accounts.
  4. Digital Asset Transfers
    1. 4.1. In General. If you have sufficiently verified your identity, your Digital Asset Wallet enables you to send Supported Digital Asset to, and request, receive, and store Supported Digital Asset from, third parties by giving instructions through the Beaxy Site. Your transfer of Supported Digital Currencies between your other digital Asset wallets (including wallets off the Beaxy Site) and to and from third parties is a “Digital Asset Transfer”. A pending Digital Asset Transfer is not considered complete while it is in a pending state. Beaxy is not responsible for any inbound transfers of Digital Assets to a Beaxy Wallet hosted not on Beaxy. For outbound transfers of Digital Asset, Beaxy shall bear no liability or responsibility in the event you enter an incorrect blockchain destination address and do not guarantee the identity or value received by a recipient of an outbound transfer.
    2. 4.2. Debts. In the event that there are outstanding amounts owed to us hereunder, including in your Beaxy Account, Beaxy reserves the right to debit your Beaxy Account accordingly and/or to withhold amounts from funds you may transfer from your Beaxy Pro Account to your Beaxy Account.
  5. Additional Services and Programs
    1. 5.1. Generally. In addition to the Services above, the following services (“Promotional Programs”) may be made available by Beaxy to users that fulfill certain eligibility criteria. All promotional Programs are subject to this Agreement, Privacy Policy, Cookies Policy, and any applicable policies. Beaxy has the right to cancel or withdraw the Promotional Programs or change any of its terms at any time without cause or notice. You must be 18 or older to open an account with Beaxy and reside in a state where such activity is legal to qualify for the Promotional Programs. Void where prohibited, taxed or otherwise restricted. Certain exclusions apply. Other restrictions may apply. All management decisions are final.
    2. 5.2. Promotional Programs. The list of Promotional Programs, terms, eligibility can be found here. 
  6. General Use, Prohibited Use, Death of Account Holder and Termination
    1. 6.1. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Beaxy Services, Beaxy Site, and related content, materials, information (collectively, the “Content”) solely for purposes approved by Beaxy from time to time. Any other use of the Beaxy Site or Content is expressly prohibited and all other right, title, and interest in the Beaxy Services, Beaxy Site or Content is exclusively the property of Beaxy and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part without the prior written consent of Beaxy. You may not copy, imitate or use them without Beaxy’s prior written consent.
    2. 6.2. Website Accuracy. Although we intend to provide accurate and timely information on the Beaxy Site, the Beaxy Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Beaxy Site are your sole responsibility and we shall have no liability for such decisions. Information provided by third parties, including historical price and supply data for Digital Assets, is for informational purposes only and Beaxy makes no representations or warranties to its accuracy. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Beaxy Site.
    3. 6.3. Promotions. From time to time, Beaxy may make available special offers or conduct promotions for qualifying customers. Subject to applicable laws, Beaxy or the issuer of a Digital Asset subject to an offer or promotion may establish qualifying criteria to participate in any special promotion its sole discretion. Beaxy may modify or revoke any special offer at any time without notice. Beaxy shall have no obligation to make special offers available to all customers. Beaxy makes no recommendation and does not provide any advice about the value or utility of any Digital Asset subject to a promotion.
    4. 6.4. Third-Party Applications. If, to the extent permitted by Beaxy from time to time, you grant express permission to a third party to access or connect to your Beaxy Account(s), either through the third party’s product or service or through the Beaxy Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Beaxy Account(s). Further, you acknowledge and agree that you will not hold Beaxy responsible for, and will indemnify Beaxy from, any liability arising out of or related to any act or omission of any third party with access to your Beaxy Account(s). You may change or remove permissions granted by you to third parties with respect to your Beaxy Account(s) at any time through the tabs on the Account Settings page on the Beaxy Site.
    5. 6.5. Prohibited Use. In connection with your use of the Beaxy Services, and your interactions with other users, and third parties you agree and represent you will not engage in any Prohibited Use or Prohibited Business as found here. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Beaxy Account(s) and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Account is associated with a Prohibited Use and/or a Prohibited Business.
    6. 6.6. Suspension, Termination, and Cancellation. Beaxy may: (a) suspend, restrict, or terminate your access to any or all of the Beaxy Services, and/or (b) deactivate or cancel your Beaxy Account(s) if: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using your Beaxy Account(s) in connection with a Prohibited Use or Prohibited Business; (iii) Use of your Beaxy Account(s) is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account activity; (iv) Our service partners are unable to support your use; (v) You take any action that Beaxy deems as circumventing Beaxy’s controls, including, but not limited to, opening multiple Beaxy Accounts or abusing promotions which Beaxy may offer from time to time; or (vi) You breach our Beaxy’s behavior policy.
    7. 6.7. If Beaxy suspends or closes your account, or terminates your use of Beaxy Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Beaxy from providing you with such notice. You acknowledge that Beaxy’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Beaxy’s risk management and security protocols. You agree that Beaxy is under no obligation to disclose the details of its risk management and security procedures to you.
    8. 6.8. You will be permitted to transfer Digital Asset or funds associated with your Hosted Digital Asset Wallet(s) and/or your Fiat Account(s) for thirty (30) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, (ii) by a facially valid subpoena or court order, or (iii) the exchange has delisted the asset. An additional processing fee may be assessed for transfers on deactivated accounts. You may cancel your Beaxy Account(s) at any time by withdrawing all balances. You will not be charged for canceling your Beaxy Account(s), although you will be required to pay any outstanding amounts owed to Beaxy. You authorize us to cancel or suspend any pending transactions at the time of cancellation.
    9. 6.9. If Beaxy is holding funds (a fiat Asset or Digital Asset), and we are unable to contact you and have no record of your use of the Services for one year, applicable laws and regulations may require us to report our holdings of such funds as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such fiat monies or Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges of up to $250 in respect of such unclaimed funds, as permitted by applicable laws and regulations.
    10. 6.10. Relationship of the Parties. Beaxy is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Beaxy to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Beaxy to be treated as the agent of the other.
    11. 6.11. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Beaxy Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Beaxy Account(s).
    12. 6.12. No Investment Advice or Brokerage. Beaxy does not provide investment, tax, or legal advice, nor does Beaxy broker trades on your behalf. All Beaxy trades are executed automatically, based on the parameters of your order instructions and in accordance with posted Trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. Beaxy may provide educational information about Supported Digital Asset, as well as Digital Asset not supported by Beaxy, in order to assist users in learning more about such Digital Asset. Information may include, but is not limited to, blog posts, articles, links to to third-party content, news feeds, tutorials, and videos. The information provided on this website or any third-party sites does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of the website’s content as such. Beaxy does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Beaxy will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by Beaxy.
  1. 7. Dispute Resolution. Arbitration; Waiver of Class Action. For disputes between Beaxy and User that cannot be resolved within ninety (90) days of User notifying Beaxy of a dispute, you and we agree that any dispute arising out of or relating to this Agreement or the Beaxy Services, including, without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be resolved through binding arbitration, on an individual basis (the “Arbitration Agreement”). Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class and non-representative) basis. Arbitration shall be conducted in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf).

This Arbitration Agreement includes, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement. All such matters shall be decided by an arbitrator and not by a court or judge. Arbitration shall take place in Cook County, Illinois.  

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU AND BEAXY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

The arbitration will be conducted by a single, neutral arbitrator and shall take place in the county or parish in which you reside, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award and the arbitral decision may be enforced in any court. An arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement, any arbitration pursuant to this Agreement, or any small claims action shall be entitled to costs and attorneys’ fees. If the arbitrator or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law.

  1. General Provisions
    1. 8.1. Release of Beaxy; Indemnification. If you have a dispute with one or more users of the Beaxy Services, you release Beaxy, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Beaxy, its affiliates and Service Providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
    2. 8.2. Limitation of Liability; No Warranty. IN NO EVENT SHALL BEAXY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET ON DEPOSIT IN YOUR BEAXY ACCOUNT(S) OR (B) FOR ANY LOST PROFITS, DIMINUTION IN VALUE OR BUSINESS OPPORTUNITY, ANY LOSS, DAMAGE, CORRUPTION OR BREACH OF DATA OR ANY OTHER INTANGIBLE PROPERTY OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE BEAXY SITE OR THE BEAXY SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF BEAXY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF BEAXY’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT BEAXY FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, DIMINUTION IN VALUE OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

      THE BEAXY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BEAXY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. BEAXY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE BEAXY SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. BEAXY 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 BEAXY SERVICES AND BEAXY SITE. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT BEAXY WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, OR (C) INTERRUPTION IN ANY SUCH DATA. Beaxy makes no representations about the accuracy, order, timeliness or completeness of historical Digital Asset price data available on the Beaxy Site.

      IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 8.2 are intended to apply only to the extent permitted under New Jersey law.
    3. 8.3. Entire Agreement. This Agreement, the Privacy Policy, E-Sign Consent, and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Beaxy as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Beaxy. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement.
    4. 8.4. Amendments. We may amend or modify this Agreement by posting on the Beaxy Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Beaxy Services, or suspension or termination of your access to the Beaxy Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or email before the material change becomes effective.
    5. 8.5. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Beaxy affiliates or subsidiaries, or to any successor in interest of any business associated with the Beaxy Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
    6. 8.6. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
    7. 8.7. Change of Control. In the event that Beaxy is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
    8. 8.8. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Beaxy Account cancellation, debts owed to Beaxy, general use of the Beaxy Site, disputes with Beaxy, and general provisions, shall survive the termination or expiration of this Agreement.
    9. 8.9. Governing Law. You agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Beaxy, except to the extent governed by federal law.
    10. 8.10. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
    11. 8.11. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.

Agreement Conditions

You agree that Beaxy may modify or change the Terms at any time and at its sole discretion.  Beaxy will provide notice of these changes by updating the Terms on the webpage at: https://www.beaxy.com/tag/announcements/. Any and all modifications or changes to the Terms will be effective immediately upon being announced on the website or released to users. As such, you agree that your continued use of Beaxy’s services acts as acceptance of the amended Terms.

Eligibility

You represent and warrant that you are at least 18 years old and are an individual, legal person or other organization with full legal capacity to enter into the Terms. If you are not, you and your guardian agree to assume and hold Beaxy harmless from and against all consequences resulting from your actions, Beaxy shall have the right to terminate your account, and you and your guardian shall be liable to Beaxy for any and all related costs and fees.

Prohibition of Use

You represent and warrant that you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, United States Department of Treasury Office of Foreign Assets Control Specially Designated Nationals List, European Union Consolidated Financial Sanctions List and/or any such substantially similar list or lists.  You acknowledge that Beaxy maintains the right to select the markets and jurisdictions in which it operates and may restrict or deny some or all of its services in certain jurisdictions, the Terms shall not be excluded from the laws of any jurisdiction to which you are subject and prohibited persons or entities may not use or access Beaxy and any of its services.

Description of Services

Beaxy provides an online digital asset trading platform for products commonly known as cryptographic tokens, digital tokens or cryptographic currency (collectively, “Digital Assets”). Beaxy may provide fiat trading capabilities on its platform and as such is subject to license requirements and regulations in each jurisdiction where Beaxy offers such service. Beaxy functions as a trading platform provider and is not a buyer or seller in trades made between users. Beaxy is also not a market maker. Each User must register and open an account with Beaxy and deposit Digital Assets or, where available, funds, prior to commencement of trading. You may withdraw your Digital Assets and funds, subject to the limitations as stated in the Terms.

Beaxy strives to maintain the accuracy of information posted on its website and other platforms (collectively, “Media”), however, you acknowledge that Beaxy does not guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purposes of the content on the Media, and is not liable for any loss or damage that may arise directly or indirectly from such content. Information on Media is subject to change without notice and void where prohibited. You acknowledge that Beaxy does not provide investment or advisory advice and has no liability for the use or interpretation of information as stated in its Media. You acknowledge that there are significant risks involved in trading Digital Assets. Beaxy encourages each User to exercise prudence and trade responsibly.

While Beaxy emphasizes platform security to ensure the continuity and security of its services, you acknowledge that Beaxy is not liable for any acts of God, malicious targeted hacking, terrorist attacks or any other unforeseen or uncontrollable circumstances.  You acknowledge that Beaxy may cancel, rollback or block any trade, deposit, withdrawal or any other transaction on its platform in the event of abnormal transactions. Beaxy will not ask for any password from you nor ask you to transfer funds that are not listed on its trading platform. Beaxy encourages you to exercise prudence in dealing with discounts or promotions. While the list is non-exhaustive, you agree that Beaxy will not be held responsible for any losses arising from the situations stated above.

Beaxy Account Registration & Requirements

Registration

You must register for a Beaxy Account before using the website. To register for an account, you must provide your real name, email address and password, as well as accept the Terms, Privacy Policy and Consent Form. Beaxy may, in its sole discretion, refuse to open an account for you.

User Identity Verification

You agree to provide Beaxy such identity verification information as it may request (“IDI”) and acknowledge that Beaxy will, among other uses, use such IDI for the purposes of verifying your identity. Specifically, you acknowledge that Beaxy will use IDI for the detection of money laundering, terrorist financing, fraud and other financial crimes on Beaxy’s services. In addition to providing IDI, to facilitate compliance with required standards for data retention, you agree to permit Beaxy your IDI for as long as your account remains open plus 5 years beyond your account closing and such additional period as required by applicable law. You authorize Beaxy to make inquiries of third parties that it deems necessary to verify your identity or to protect you and/or Beaxy, including, without limitation, from and against financial crimes such as fraud.

IDI may include, but is not limited to, your: name, email address, contact information, telephone number, username, government issued identification. In providing IDI, you represent and warrant that it is accurate and authentic. Post-registration, you represent and warrant that the IDI is truthful, complete, accurate and you will update it in a timely manner with any changes. If Beaxy has any doubt that your IDI is inaccurate, untruthful, outdated or incomplete, you agree Beaxy may, but is not required to, send you a notice to request you correct your ID, remove or replace relevant IDI and, as the case may be, Beaxy may terminate any or all of the Beaxy services provided to you. You acknowledge that you are solely and fully responsible for any loss or expenses in connection with, arising from or relating to any inaccurate, untruthful, incomplete or otherwise non-confirming IDI. You acknowledge that you have the obligation to keep all information provided up to date if there are any changes.

Account Usage Requirements

Beaxy accounts can only be used by the User. Beaxy reserves the right to suspend, freeze or cancel accounts that are used by persons other than the persons whose names they are registered under. Accordingly, Beaxy will not take legal responsibility for these accounts.

Account Security

Beaxy prioritizes maintaining the safety of Digital Assets and funds deposited on Beaxy’s services and has implemented industry standard protections. However, you acknowledge that there are account-level risks that are created by your actions. You acknowledge you should take safety precautions to protect your account and IDI.

You acknowledge that you are solely responsible for the safekeeping of your Beaxy account and password on your own, and you are solely responsible for all activities under your log-in email, Beaxy account and password (including but not limited to information disclosure, information posting, consent to or submission of various rules and agreements by clicking on the website, online renewal of agreement, etc.).

You agree to:

  • notify Beaxy immediately if you are aware of any unauthorized use of your Beaxy account and password by any person or any other violations to the security rules;
  • strictly observe the security, authentication, dealing, charging, withdrawal mechanism or procedures of the applicable Beaxy service;
  • log out from the Beaxy service by taking proper steps at the end of every visit;
  • not use any Beaxy service for any malicious or unauthorised purpose; and
  • not access any Beaxy service through any unauthorized bot, system or software.

You acknowledge that Beaxy is not liable for any loss or consequences caused by your failure to comply with the above.

Dispute Resolution

Beaxy reserves the right to resolve issues and disputes at its sole discretion. Some issues include infringement of others’ rights, violation of laws and regulations, abnormal trades and others not explicitly mentioned in the Terms. You agree to such dispute resolution processes and procedures as selected by Beaxy and to bear the costs arising from such process.

Guidelines for usage of services on Beaxy

In connection with Beaxy services, you covenant that your activities:

  • will be in compliance with the requirements of applicable laws, regulations, as well as the various guidelines of Beaxy;
  • will not be in violation of public interests, public ethics or other’s legitimate interests; and
  • will not constitute evasion of payable taxes or fees and will not violate this agreement or relevant rules.

You covenant to not use any data or information displayed on the Media for any unauthorized commercial purposes without the prior written consent of Beaxy. You covenant to use the Media in accordance with the Terms and Privacy Policy, will not engage in unfair competition nor attempt to intervene with the normal operation of Beaxy, such as, but not limited to:

  • using a device, software or subroutine which interferes with Beaxy network equipment or Media;
  • overloading Beaxy network equipment or Media;
  • executing malicious sales or purchases.

If you violate any of these covenants, you agree to indemnify and hold Beaxy harmless from and against any and all actions, claims, or costs arising from such violations, including Beaxy’s attorneys’ fees and related costs.   You agree that Beaxy shall have the right to unilaterally determine whether you have violated any of these covenants and take action without your consent, giving prior notice to you or incurring any liability to you. Examples of such actions include, but are not limited to:

  • blocking and closing order requests;
  • freezing your account;
  • reporting any incident to authorities;
  • publishing the alleged violations and actions that have been taken;
  • deleting any information you publish.

Service fees

You agree: (1) Beaxy may levy fees on any and all Beaxy services; (2) to pay such fees; and (3) Beaxy may adjust such fees in its sole discretion.

Liability

Provision of Service

You acknowledge that: (1) Beaxy provides each Beaxy service in “as is” and “commercially available” condition and does not warrant with regards to such service’s reliability, stability, accuracy and completeness of the technology involved; (2) Beaxy serves merely as a venue of transactions where token-related information can be acquired and token-related transactions may be conducted; and (3) Beaxy cannot and does not control the quality, security or legality of the coin involved in any transaction, truthfulness of the transaction information, or capacity of the parties to any transaction to perform their obligations under the rules. You acknowledge that Beaxy advises you to carefully consider the associated investment risks, legal status and validity of the transaction information and investment decisions prior to your use of any Beaxy services.

Limitation of Liability

You acknowledge and agree that Beaxy shall not be liable for any of your losses, including but not limited to:

  • Loss of profits, goodwill, usage or data or any other intangible losses;
  • Use or failure to use Beaxy service;
  • Unauthorized use of your account or unauthorized alteration of your data by third parties;
  • Your misunderstanding of Beaxy service;
  • Any other losses related to Beaxy service which are not directly attributable to Beaxy.

You further acknowledge that in no event shall Beaxy be liable for any failure or delay of service resulting from regular network maintenance or external factors such as power failure, natural disaster, service provider-side problems or governmental acts.

Indemnification

You agree to indemnify and hold harmless Beaxy, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of your breach or our enforcement of the Terms. This shall also apply to your violation of any applicable law, regulation, or rights of any third party during your use of any Beaxy service.  You agree that Beaxy is not liable for errors arising from its services.

Announcements

Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on (https://www.beaxy.com). You acknowledge that Beaxy is not liable for losses arising from ignorance or negligence of the announcements.

Termination of Agreement

You agree that: (1) Beaxy has the right to immediately suspend your account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the funds in all such accounts, and suspend your access to Beaxy if we suspect any such accounts to be in violation of the Terms, Privacy Policy or any applicable laws or regulations; and (2) Beaxy shall have the right to keep and use the transaction data or other information related to such accounts. The above account controls may also be applied in the following cases:

  • The account is subject to a governmental proceeding, criminal investigation or other pending litigation;
  • Beaxy detects unusual activity in your account;
  • Beaxy detects unauthorized access to your account; or
  • Beaxy is required to do so by a court order or command by a regulatory/government authority.

In case of any of the following events, Beaxy may terminate the Terms, cancel your account, permanently freeze (cancel) the authorization of your account on and/or withdraw the corresponding Beaxy account thereof:

  • after Beaxy terminates services to you,
  • you allegedly register or register in any other person’s name as a Beaxy user again, directly or indirectly;
  • the IDI that you have provided is untruthful, inaccurate, outdated or incomplete;
  • when the Terms (including the rules) are amended, you expressly state and notify Beaxy of your unwillingness to accept the amended Terms;
  • any other circumstances where Beaxy deems it should terminate your access to Beaxy services.

If a transaction is unfinished during the account termination process, you acknowledge that Beaxy shall have the right to notify your counterparty at that time and disclose such information as such counterparty may request in accordance with applicable law.

Remaining Funds after Account Termination or Withdrawal

Once your account is closed or withdrawn, you acknowledge that any remaining balance (which includes charges and liabilities owed to Beaxy) on your account will be payable at once to Beaxy. Upon payment of all outstanding charges to Beaxy, if any, you will have 5 days to withdraw all funds from your account.

Your Data after Account Termination

You acknowledge that Beaxy maintains full custody of the funds and User data, IDI and other information which Beaxy may surrender or deliver copies of required information to applicable governmental authorities upon request, including without limitation, in the event your account is suspended or closed arising from fraud investigations, any anti-money laundering (“AML”) investigation or violation of the Terms such as accessing your account from a sanctioned country.

Compliance with Applicable Laws

You agree to comply with and abide by all laws and regulations applicable to you when in connection with, arising out of, or in relation to Beaxy services, including, without limitation applicable taxation, withholding, collection, reporting and remittance requirements. You represent and warrant that the source of your funds used in connection with any Beaxy service is derived in a legitimate manner and are not from any illegal activities. You acknowledge that Beaxy’s policy is to cooperate with applicable law enforcement authorities and will not hesitate to seize, freeze, terminate the account and funds of any User investigated by legal mandate.

Privacy Policy

You agree that Beaxy may announce and amend its privacy policy (“Privacy Policy”) from time to time and the Privacy Policy hereby made part of the Terms. The latest version of the Privacy Policy is located on this page: https://www.beaxy.com/legal/privacy/

User Feedback

If you have any complaints, feedback or questions, please contact us at https://www.beaxy.com/help/support/