Please review the terms of service contained herein carefully. By clicking “I agree” or accessing and/or using any of the Services provided by Nexex, You have read, understood, and accepted all of the following Terms, as well as all of the terms which are incorporated herein by reference.

1. RIGHTS AND OBLIGATIONS

The following terms and conditions (the “Terms”) constitute a binding agreement between NEXEX Ltd, a private limited liability company registered under the laws of Malta, registered with the Register of Commerce under No. C86378 and with registered address at LEVEL G (OFFICE 1/1047), QUANTUM HOUSE 75, ABATE RIGORD STREET, XBX 1120 TA' XBIEX, Malta and the person or entity ("You" or "Your"”) accessing and/or using Nexex’s website at https://nexex.io/, online services, and, in general, any other service provided by Nexex, including the Exchanger (the “Services”).


By accessing and/or using the Services, You have read, understood, and accepted all of the following Terms and agree to be legally bound by these Terms, in their most recent version. You further represent and warrant that: (i) You are of legal age to enter into a binding agreement; and (ii) if You represent a corporation, governmental organization or other legal entity, You have the right, power and authority to enter into these Terms on behalf of such corporation, governmental organization or other legal entity and to legally bind it to these Terms.


Your access and/or use of the Services is contingent upon Your acceptance of these Terms.

2. SERVICES

2.1 THE EXCHANGER

Nexex, through the Services, enables You to access a trading platform (the “Exchanger”) that lets You purchase and sell cryptocurrencies and digital assets (the “Tokens”).


The Exchanger is only for use with Tokens that Nexex may explicitly decide to support at its sole discretion. Nexex has no obligation to support any Tokens. Nexex takes no responsibility or liability in connection with any attempt to use the Exchanger for Tokens other than the supported Tokens. The Exchanger is not authorized to trade security tokens, whose use is not allowed on the platform.


By accessing and/or using the Services, You acknowledge and agree that fiat money may be used to purchase Tokens on the Exchanger only through a prepaid debit card issued by a duly authorized e-money institution according to Directive 2009/110/EC of the European Parliament and of the Council of September 16, 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC (the “E-Money Institution”). You shall maintain a sufficient amount of fiat money credited on such prepaid debit card to use it on the Exchanger.


Your money will therefore be held by the E-Money Institution and Nexex will have no access to Your funds. However, by accessing and/or using the Services, you authorize the E-Money Institution which is acting as custodian of Your assets to connect your account through the use of API to Nexex’s account and to execute the operation that You will execute on the Exchanger.


Transactions on the Exchanger are fully executed through funds deposited by You minus the relevant banking fees, which correspond to the fees the E-Money Institution applies for internal transfers.


Purchases and sales of Tokens on the Exchanger are settled by actual delivery of the full amount of Tokens by the seller to the purchaser’s account with Nexex (see section below Tokens custody) against payment in full by the purchaser to the seller’s E-Money Institution account after deduction of Nexex’s commissions (https://nexex.io/vip/).


At any time and at its sole and exclusive discretion, Nexex may decide to suspend, in whole or in part, for a definite or indefinite period of time, the listing of any supported Tokens and the performance of any related transaction on the Exchanger, including, without limitation, to prevent, avoid and/or limit market distortions, undue influences on the Tokens’ price, flash crashes, hacks and, in general, to prevent, avoid and/or limit the occurrence of events which may negatively affect Nexex, You, and/or any third party. In no event will Nexex be liable for any loss or damages arising from or related to such suspension.


Nexex provides You an order book trading platform for Tokens. Nexex will process Your orders in accordance with the instructions received from You. Consequently, You should carefully review and verify all transaction information prior to submitting an order on the Exchanger. In no event will Nexex be liable for any loss or damages arising from or related to errors, mistakes and/or misuses of the Exchanger.


In addition, Nexex offers You, as an institutional investor, the possibility to engage in over-the-counter (“OTC”) transactions. In such cases, Nexex will apply a one-off fee in the form of a percentage mark-up on the rates obtained from its market side counterparty.


By accessing and/or using the Services, You acknowledge and agree that Nexex cannot guarantee the confirmation of any transaction on any blockchain network. Nexex has no control over any blockchain network.


By accessing and/or using the Services, You acknowledge and agree that Nexex does not acts or serves as Your broker, intermediary, agent, or advisor with respect to any action (including refraining from any action) You make or intend to make using the Services. Nexex owes You no fiduciary duty.


While the information contained on the Exchanger is periodically updated, no guarantee is given that the information provided on the Exchanger is correct, complete, or up-to-date.


While the Exchanger has undergone beta testing and continues to be improved through feedback from its users, Nexex cannot guarantee that there will be no errors and/or bugs in the functioning of the Exchanger.


2.2 TOKEN CUSTODY

Nexex, through the Services, enables You to to hold one or more Tokens in its custodial wallets (the “Wallets”) that lets You store, send, request and receive supported Tokens. All transactions requested and/or made through the Wallets are to be considered irreversible.


Nexex securely stores the private keys of the Wallets in a combination of online and offline storage. However, in no event will Nexex be liable for any loss or damages arising from or related to such storage, including, without limitation, the loss, hack, or malfunctioning of such private keys.


The Wallets are only for use with supported Tokens decided by Nexex at its sole discretion. Nexex has no obligation to support any Tokens (including but not limited to any forkcoins, altcoins, airdrops or any other cryptocurrencies or digital assets, however named). Nexex takes no responsibility or liability in connection with any attempt to use the Wallets for Tokens other than the supported Tokens. Security tokens cannot be traded on the Exchanger.


By accessing and/or using the Services, You acknowledge and agree that Nexex cannot guarantee the confirmation of any transaction on any blockchain network. Nexex has no control over any blockchain network.


2.3 AML AND KYC PROCEDURES

Nexex is required by law to obtain, verify, and record information identifying any person accessing and/or using certain Services (such as the Exchanger). Therefore, to access and/or use certain Services (such as the Exchanger) You have to follow a KYC (Know Your Customer) process in order to verify Your identity.


You have to provide true, current and complete information about Yourself during the KYC process. If You are a representative of a corporation, governmental organization or other legal entity, You must prove that You have the right, power and authority to enter into these Terms on behalf of the corporation, governmental organization or other legal entity and to legally bind it to these Terms.


In addition, Nexex may require You to provide documentation to verify the information You have submitted to Nexex including, without limitation, an identification card or a passport, a utility bill, a bank statement or any document proving Your identity issued by a governmental body.


According to the provided documents, You will verify different Tiers related to a different amount You want to use.


In order to facilitate the KYC process, the Services will give You the possibility to transfer to Nexex a former KYC you have performed for the services rendered by other companies related to Nexex. In this case, the information will be transferred from the previous service provider to Nexex. You can refer to the Data Protection Section of these conditions for more information.


2.4 SERVICE LIMITATIONS AND MODIFICATIONS

Nexex will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, Nexex reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, without liability to You, for any interruption, modification, or discontinuation of the Services or any function or feature thereof.

3. KNOWLEDGE REQUIRED

By accessing and/or using the Services, You represent and warrant that (i) You fully understand and have significant experience of cryptocurrencies, digital assets, blockchain systems and services, and (ii) You fully understand the risks associated with the trading of Tokens as well as the mechanics related to the use of such Tokens (including with respect to their storage and exchange).


By accessing and/or using the Services, You acknowledge that Tokens offered by Nexex are not financial instruments, but either a mean of payment or tokens which are solely intended to provide digital access to an application or service. Those Tokens are extremely volatile and shift quickly in terms of liquidity and market depth. There is no guarantee against losses for accessing and/or using the Services. By accessing and/or using the Services, You represent and warrant that You are not entering into transactions that are above Your financial abilities. Also, Tokens are not suitable for people without the relevant knowledge and/or experience. By accessing and/or using the Services, You further represent and guarantee that You are aware of the risks related to cryptocurrencies and digital assets, for which You are solely responsible and liable.

4. INTELLECTUAL PROPERTY RIGHTS

You acknowledge and agree that the Services are the property of Nexex or its licensors. Subject to Your compliance with these Terms, Nexex grants You a limited right to access and/or use the Services. The right to access and/or use the Services is a non-exclusive, non-transferable, revocable, limited licence, and it is subject to the limitations and obligations contained herein. Nothing in these Terms gives You any licence (other than as set out in this section), right, title, or ownership of, in, or to any of the Services.


You acknowledge and agree that Nexex retains all rights, title, and interest in and to all copyrights, trademarks, trade secrets, patents, and any other proprietary rights in the Services, the software and application programming interfaces (APIs) comprising the Services, and all content therein. You acknowledge and agree that “Bitmax”, its trademark, service mark, logo and graphics are the registered trademarks or trademarks of Nexex.

5. DATA PROTECTION

In order to provide You with the Services, You acknowledge and agree that Nexex may collect, store and process Your personal data and/or information. By accessing and/or using the Services, You have read, understood, and accepted to the terms of Nexex’s privacy policy (https://nexex.io/privacy-policy/), and You acknowledge and agree that Nexex may use such data and/or information in accordance with the terms of its privacy policy.

6. TERMINATION

Nexex may terminate these Terms or suspend Your access to the Services at any time, including, without limitation, in the event of Your alleged or actual misuse of the Services or breach of these Terms.

7. LIMITATION OF LIABILITY

In no event will Nexex, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for any loss or damages, including without limitation, direct, indirect, special, consequential, or punitive loss or damages, arising from or related to Your use of the Services, whether in an action of contract, tort or otherwise, and regardless of whether such damages were foreseeable and whether or not Nexex was advised of the possibility of such damages.


Without limiting the generality of the foregoing, Nexex takes no responsibility for and will not be liable for any financial or other loss or damages arising from or related to the use of the Services, including, without limitation, to any of the following: (i) loss of or inability to access or transact data or Tokens; (ii) technical failure, malfunction or shutdown; (iii) server failure, hacks or unavailability; (iv) data loss; (v) stolen, lost, or unauthorized use of Your means of authorization; (vi) errors calculating network fees; (vii) corrupted data on Nexex’s servers; (viii) failure to update or provide correct information; (ix) “phishing” or other websites masquerading as Nexex; (x) delays, interruption or loss of services; (xi) loss of business or goodwill.


The limitation of liability set out above shall not be applicable in the event that Nexex or a Nexex- employee has caused the damage by intentional misconduct or by gross negligence.


The Services support or are integrated with third party services. Nexex takes no responsibility for any third party services and will not be liable for any loss or damages caused by such third party services.


The Services are provided on an “as is” and “as available” basis without any representation or warranty of any kind, whether express or implied, to the maximum extent permitted by applicable laws. Nexex disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement.

8. RESTRICTIONS

By accessing and/or using the Services, You acknowledge and agree that You shall not use the Services if applicable laws, based on Your country of location, residency and/or citizenship, prohibit You from doing so in accordance with these Terms. You further acknowledge and agree that Nexex reserves the right to refuse access to and/or use of the Services, at its exclusive discretion, if the laws and regulations of Your country of location, residency and/or citizenship are not compliant with the Financial Action Task Force (FATF) Recommendations on Anti-Money Laundering and Counter-Terrorist Financing or with Nexex’s internal policies.


Due to the difficulties in the implementation of the agreement between the United States of America and Malta for Cooperation to Facilitate the Implementation of FATCA, U.S. persons, as defined therein, shall not access and/or use the Services.


By accessing and/or using the Services, You acknowledge and agree that You shall not use, or assist third parties to use, the Services any way which may constitute a contravention of applicable laws or which may contradict the purposes or hinder the operations of the Services or hinder the operations of other users of the Services.


Without limitation to the foregoing, You acknowledge and agree that You shall not use, or assist third parties to use the Services to, without limitation, avoid taxes, engage into activities that may amount to market abuse (including, without limitation, front-running, wash trades, etc.), engage into illegal gambling, frauds, money laundering or terrorist activities.

9. INDEMNIFICATION

To the fullest extent permitted under applicable laws, You agree to hold harmless and indemnify Nexex, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors from and against all third party claims and all liabilities, damages, assessments, losses, costs, or expenses (including reasonable attorney fees) resulting from or arising out of (i) Your alleged or actual breach of these Terms, including, without limitation, Your express representations and warranties; (ii) Your alleged or actual use or misuse of the Services; and (ii) Your alleged or actual infringement or violation of any laws or of the rights of a third party.

10. TAXES

You shall be solely responsible for any taxes applying to the payments You make or receive through the Services, and to collect, report, and remit such taxes to the appropriate tax authorities. You acknowledge and agree that, at the moment, Nexex is not able to draft a taxation report concerning the operation executed and that it is Your duty to collect all the information required by the competent tax authorities in order to comply with Your tax obligations.

11. ANTI MONEY LAUNDERING AND COUNTER TERRORIST FINANCING

Nexex is committed to applying the Malta Anti Money Laundering Act providing You with safe, compliant, and reputable Services. This includes monitoring of suspicious transactions and mandatory reporting to the supervisory authorities. In addition, pursuant to the Malta Anti Money Laundering Act, Nexex shall keep certain information and documentation on file for a period of ten years after the termination of the relevant business relationship or from the completion of the relevant transaction.

12. SANCTIONED COUNTRIES

Your access and/or use of the Services is subject to international economic sanctions requirements. By accessing and/or using the Services, You agree that You will comply with those requirements. In particular, You shall not access and/or use the Services if: (1) You are in, under the control of, or a national or resident of a country subject to UN sanctions (a "Sanctioned Country"); or (2) You intend to supply any Tokens to a Sanctioned Country (or a national or resident of a Sanctioned Country) or Sanctioned Person.

13. MISCELLANEOUS

14.1 ENTIRE AGREEMENT

These Terms constitute all the terms and conditions agreed upon between You and Nexex and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

13.2 SEVERABILITY AND WAIVER

Unless as otherwise stated in these Terms, should any provision of these Terms be held totally or partially invalid or unenforceable, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of these Terms, and the application of that provision shall be enforced to the extent permitted by applicable laws.


The failure of Nexex to exercise or enforce any of the rights or provisions of these Terms shall not considered as a waiver of Nexex’s rights to do so.

13.3 ASSIGNMENT

Nexex may assign these Terms and/or delegate any of its obligations hereunder, in whole or in part. You may not assign these Terms or any part of them, nor transfer or sub-license Your rights under these Terms to any third party.

13.4 NO PARTNERSHIP

Nothing contained in this Agreement shall be deemed or construed to create a principal and agent, partnership or joint venture relationship between You and Nexex.

13.5 FORCE MAJEURE

Nexex will not be deemed in default of these Terms to the extent that performance of its obligations is delayed or prevented by reason of any external force including, without limitation, war, insurrections, bank failures, strikes, fires, floods, earthquakes, labor disputes, epidemics, governmental regulations, freight embargoes, natural disaster, act of government or any other cause beyond Nexex’s reasonable control.

13.6 GOVERNING LAW AND JURISDICTION

These Terms are subject to and governed by Malta law to the exclusion of Malta international private law and any international treaties. All disputes arising from or under these Terms shall be subject to the exclusive jurisdiction of the competent courts of Malta.

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