Effective Date: February 11th, 2018

This agreement (“Terms”) applies solely to the natural persons using of the services made available by Nexex Limited, a company registered under the laws of Malta with company registration number (C 86378) and with its registered office situated at Level G (Office 1/1047), Quantum House 75, Abate Rigord Street, Ta’ Xbiex XBX1120, Malta (the “Company”), at https://nexex.io/ (the “Website”).

Reference in the Terms to “NEXEX”, “we”, “our” or “us”, are references to the Company and references to “you” or “your” are references to the natural person with who the Company enters into the Terms.

By using NEXEX’s services you have agreed to abide with the Terms and, if any disagreement shall arise, please stop any usage of the Website.

For more information on NEXEX, you can refer to the information found on the Website. For any additional information on NEXEX, or any questions regarding the Terms, please contact NEXEX for further clarification through our support team at [email protected]

1. Modification of the Terms

1.1. NEXEX reserves the right to modify the Terms at any time and at its own discretion. NEXEX will provide a notice of any changes by updating the Terms on the Website and changing the version number of the said document. NEXEX will also provide you with an email notification listing the amendments which have been made.

1.2. NEXEX encourages you to frequently review the Terms to ensure that you fully understand the terms and conditions which apply to your access to, and use of the services made available on the Website.

1.3. Any modifications to the Terms will come into effect immediately upon being announced on the Website or notified to you, whichever takes place first. Thus, if any disagreement arises, you are recommended to stop making use of the Website. For the avoidance of any doubt, your continued use of NEXEX’s services constitutes an acceptance of the amended Terms.

2. DLT Services Offered

2.1. NEXEX is a DLT exchange and trading platform in Malta and on which DLT assets may be transacted in accordance with the Terms.

2.2. Only DLT assets which constitute “virtual financial assets” within the meaning of Article 2(2) of the Virtual Financial Assets Act (Chapter 590 of the Laws of Malta) (hereinafter the “Act”) may be transacted on NEXEX.

2.3. The following services (the “DLT Services”) are provided to you by NEXEX on the Website:

2.4. The DLT Services will be made available at the Website. To access the DLT Services, you must be in possession of the necessary equipment (such as a smartphone, tablet or computer) and the associated telecommunication service subscription enable access to the internet

2.5. The DLT Services are available only in connection with the DLT assets that we currently support, and these may be changed from time to time.

2.6. The DLT Services being provided are licenceable “VFA Services” within the meaning of the Second Schedule of the Act and which falls within the “VFAA Class 4” license category in accordance with Article 8 of the Virtual Financial Assets Regulations (L.N. 357 of 2018). The Company is currently benefiting from a twelve (12) month transitionary period which will run from 1 November 2018 until 31 October 2019.

3. Eligibility

3.1. The DLT Services are for the sole use of persons of at least eighteen (18) years of age and which are considered to be natural persons with full legal capacity to enter into the Terms between him/her and NEXEX.

3.2. Your eligibility to access certain DLT Services depends on the country in which you reside, in accordance with the list of ‘DLT Services Accessible by Country’ which the Company makes available on the Website: https://helpdesk.nexex.io/hc/en-us/articles/360019966152-Details-about-restricted-Countries-blacklist-

3.3. Any actions from a person which is not considered eligible shall be borne on him and his guardians and NEXEX reserves the right to cancel or freeze his account in addition to legal action against him and his guardian for compensation.

3.4. NEXEX reserves the right to select its targeted markets and jurisdictions where its DLT Services are offered and may also limit or deny its DLT Services to certain countries as it may deem appropriate (“Prohibited Users”). Prohibited Users are not to use any of NEXEX’s services.

4. Registration

4.1. In order to use the DLT Services, you will be required to register and open an account on the Website (“Individual User Account”).

4.2. To register for an Individual User Account, you agree to the following:

4.3. Please be informed that upon certain conditions and in NEXEX’s sole discretion, it may refuse to open an Individual User Account for you.

4. User Identity Verification

5.1. Upon the registration of an Individual User Account, you agree to provide us with the personal information which we are required to obtain from you for the purpose of identification, the detection of money laundering, terrorist financing, fraud and other financial crimes, in line with the provisions of our Privacy Policy and AML Policy which will be made available on the Website.

5.2. Your access to one of more DLT Services and the limits that apply to your use of the DLT Services, may be altered as a result of the information which we collect on an ongoing basis.

5.3. You will need to complete our identification procedures before you will be permitted to create an Individual User Account. Information that may be requested for identification purposes are the following:

5.4. You will need to complete our verification procedures before you will be permitted to make a withdrawal from your Individual User Account. Documents that may be requested for identity verification are the following:

5.5. NEXEX will have no liability or responsibility for any inability to access or use any DLT Services, including your inability to withdraw funds or execute trades, as a result of its identity verification procedures.

5.6. You authorize us to make inquiries, whether directly or through third parties, when we consider this necessary, to verify your identity and, or to protect you and, or us again fraud or any other financial crime, and to act when we deem necessary on the basis of the results of such inquiries.

5.7. You agree to give us the permission to keep a record of such information for the duration of your account and for a period beyond the closure of the account, in accordance with the Privacy Policy.

5.8. You confirm that the following statements are true:

6. Account Usage

6.1. Individual User Accounts can only be used by the person whose name the account is registered under. NEXEX reserves the right to freeze, suspend or cancel accounts used by other persons whom are not the registered users. NEXEX will not take legal responsibility for these Individual User Accounts.

6.2. You agree to use the Website in accordance with the Terms and Privacy Policy, without undertaking acts which will confer to you an unfair competitive advantage and which will attempt to intervene with the ordinary operation of NEXEX. For the avoidance of any doubt, you shall not use the Website for any purpose that is prohibited by the Terms, Privacy Policy and any legal requirements.

6.3. Your registration implies your confirmation and is tantamount to a guarantee that by using the Website, you will act honestly and, in such way, that it would meet the interests of both you and the Company. The Company reserves the right to refuse or close an Individual User Account without prior notice if the use of the Website is unlawful or inconsistent with the Terms.

6.4. If you violate the foregoing provisions of this Clause 6, you shall independently undertake all legal liabilities in your own name which arise and you hereby agree to indemnify NEXEX from all actions, claims or costs arising from such violation.

6.5. If your violation causes any losses to a third party, you shall solely undertake all the legal liabilities in your own name and hold NEXEX harmless from any loss, fine or extra expenses.

6.6. By using the DLT Services, you agree that NEXEX shall have the right to unilaterally determine whether you have violated any of the foregoing provisions of this Clause 6, and can take actions to apply relevant rules without receiving your consent or giving prior notice to you.

7. Transactions

7.1. A Transaction is an exchange of DLT assets, or an exchange of fiat currency, for other DLT assets, in each case for which trading is supported on the DLT Services between you and another user of the DLT Services.

7.2. In order to engage in a Transaction, you must first transfer DLT assets or fiat currencies that are supported by the DLT Services to your Individual User Account. The DLT Services associated with your Individual User Account include Custodian Services which will permit you to generate one or more wallet addresses to which DLT assets may be transferred from an account, wallet or address not hosted or controlled by NEXEX or a bank account at a credit or duly authorised financial institution.

7.3. By clicking the "Buy" or "Sell" option on the Website, you create an “Open Order” and in doing so, you authorise NEXEX to initiate the transaction at the quoted Buy Price or Sell Price and agree to any Fees (defined below in Clause 8). You are required to retain a sufficient amount of DLT assets and fiat currencies in your Individual User Account to satisfy any Open Orders.

7.4. You cannot cancel, reverse, or change a Transaction marked as “complete” or “pending”. A Transaction in any blockchain network are final and therefore, NEXEX does not accept returns of DLT assets and/or provide refunds. This is due to the high price volatility of the DLT asset market.

7.5. If you have an insufficient amount of DLT assets and fiat currencies in your Individual User Account to satisfy an Open Order, NEXEX may cancel the entire Open Order or may fulfil it partially in a manner in which the Open Order is covered by the DLT assets or by the fiat currency in your Individual User Account, after deducting any fees payable to NEXEX in connection with the Transaction.

7.6. The use of DLT Services is subject to a limit on the amount of value, stated in fiat currency, you may purchase or sell in a given period. To view your limits, login to your Individual User Account. Your Transaction limits may vary depending on your payment method, identification verification and other factors. We reserve the right to change applicable limits as we deem necessary.

7.7. If we receive instructions for use of the DLT Services after 16:30 (CET/CEST) on a business day (Monday – Friday), we may treat those instructions as if they were received by us on the following business day.

8. Fees and Exchange Rates

8.1. NEXEX reserves the right to levy service fees for registered users.

8.2. The use of DLT services is subject to a Transaction fee and a conversion fee (the “Fees”). A full list of our Fees which apply for use of the DLT Services may be found on the Website. We will not process a Transaction if the Fees, together, exceed the value of your Transaction. We reserve the right to adjust our Fees at any time.

8.3. Each purchase or sale of DLT assets is subject to NEXEX’s “Exchange Rate” for the given transaction. The Exchange Rate means the price of a given supported DLT asset in fiat currency as quoted on the Website. The Exchange Rate may be stated as either:

8.4. You agree to accept the Exchange Rate when you authorise a Transaction using your Individual User Account.

9. Payment

9.1. When using the DLT Services in conjunction with fiat currencies, you will be required to use one of the payment methods made available on the Website, such as a credit or debit card, or bank transfer.

9.2. The Company holds funds in fiat currency with the following electronic money institution:

10. Individual User Account Information

10.1. You will be able to see your Individual User Account balance and your transaction history using the Website, including:

11. Security of Individual User Accounts

11.1. NEXEX has, as its priority, the safety of its Individual User Accounts. It has applied technical and administrative measures which aim to secure your information from any loss, unauthorised access, unauthorised use and any alteration or disclosure.

11.2. NEXEX may offer optional enhanced security features for your Individual User Account (including, for example, two-factor authentication). NEXEX encourages, but does not require, you to use any such enhanced security features. If you do enable such enhanced security features, it is your responsibility to ensure the security of and your continuous control over, any device or account that be associated therewith.

11.3. For our Custodian Services, we securely store your DLT assets using a networked/online digital wallet solution which supports multiple DLT assets and whereby the Company operates a distributing-only wallet through which you will not be given private keys to access your Individual User Account wallet.
Each cryptocurrency, present in the system, have one or more cold wallet(s). This is a wallet, where funds are sent from the online digital wallet. In contrast to the online wallet, this wallet is not controlled by the system. Everything system knows about this wallet is the address. Private keys of this wallet are stored offline. Nexex can use third parties as Custodian providers.

11.4. You have the duty to safeguard your Individual User Account details, in particular, your Individual User Account password and controlling access to the account from any mobile devices and computer(s).

11.5. You have the duty to notify NEXEX of any unauthorised, fraudulent or illegal use of your Individual User Account.

11.6. You will assume full responsibility for the consequences of any theft or misuse of the DLT assets you hold using our Custodian Services as a result of any person to whom you have provided your login details. Similarly, you will assume full responsibility for the consequences of the loss of the above-mentioned login details.

12. Intellectual Property Rights

12.1. The Website is solely retained by NEXEX.

12.2. NEXEX retains all the rights, title and interests of the intellectual property, including, without limitation, the Website’s text, logos, images and trademarks, and other inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

12.3. The information made available on the Website shall not be construed as granting, by any implication or otherwise, of any license or right to make use of any trademark without asking for written permission or the permission of the Company.

13. Applicable Law and Dispute Resolution

13.1. The Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Malta, without giving effect to its principles or rules of conflict of laws, to the extent that such principles or rules are not mandatorily applicable by law and would permit or require the application of the laws of another jurisdiction. Any applicable laws of the country of the user are not omitted from the content of the Terms.

13.2. You and the Company shall cooperate in good faith to resolve any dispute, controversy or claim (including non-contractual disputes or claims) arising out of, relating to or in connection with this Agreement, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof. If the Parties are unable to resolve a dispute within ninety (90) days of notice of such dispute being received by all Parties, such dispute shall be finally settled by binding arbitration (defined below)

13.3. You and the Company irrevocably agree that any dispute not resolved within ninety (90) days as set forth in Section 13.2. shall be finally settled by arbitration in accordance with the Arbitration Act (Chapter 387 of the Laws of Malta) and Part X (International Arbitration) of the Arbitration Rules (Subsidiary Legislation 387.01) in force as at date of the Agreement. For the avoidance of any doubt:

13.4. Any dispute arising out of or related to the Terms is personal to you and the Company and shall not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which individual attempts to resolve a dispute as a representative of another individual or group of individuals. Furthermore, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

14. Disclaimer

14.1. The Company provides the DLT Services on an “as is” and “commercially available” basis,and does not offer any warranty with regards to the DLT Services’ reliability, stability,accuracy and completeness of the incorporated technology.

14.2. In no event shall the Company be liable for any failure or delay of any or all of the DLT Services resulting from regular network maintenance or external factors such as power failure, natural disaster, service provider-side problems or governmental acts.

14.3. The Company offers the DLT Services without warranties of any kind, express or implied including and without limitation to warranties of merchantability, fitness for a particular purpose, title and non-infringement with respect to the services. Without any limitation to the former, NEXEX does not warrant that any services including the Website will run without errors or defects and errors will be adjusted.

14.4. The Company does not warrant that it will meet your requirements or will be available uninterruptedly or secure at any time or location. NEXEX does not warrant that its services are free from viruses or other harmful content.

14.5. The Company does not warrant, endorse, guarantee or assume any responsibility for any product or service offered or advertised by a third party through the DLT Service or through the Website, and we will not monitor any interactions between you and third-party providers of products or services.

15. Limitation of Liability

15.1. It is your responsibility to abide by the local laws which apply to you in relation to the usage of your Individual User Account. NEXEX shall not be liable for your usage of your Indivdual User Account which is found to be in breach of such laws.

15.2. You accept that NEXEX shall not be liable for any losses incurred by you caused by any of the following events, included but not limited to:

15.3. NEXEX shall not be liable for any event that results in the failure or delay of the DLT Services from network maintenance or external factors, such as instance power failure, natural disasters, service provider complications or any governmental acts.

15.4. NEXEX shall also not be liable to you or to any third party in cases of any direct, indirect special, incidental, consequential, exemplary or putative damages or any loss, theft, disappearance, or damages for lost profits.

15.5. NEXEX shall not be liable for any force majeur event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, changes in interests rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

15.6. NEXEX endeavors to uphold the accuracy of information posted on its Website, nonetheless NEXEX cannot guarantee the accuracy, reliability, completeness, performance or fitness of the content through its Website, and will not be accepting liability for any loss or damage that may incur directly or indirectly from the content. Information on the Website can be changed without notice so users must independently keep track of this.

16. Indemnification

16.1. You agree to indemnify, defend and hold NEXEX and its affiliates, contractors, licensors, and their respective directors, officers, employees and agents harmless from and against any claims and damages arising out of your breach or our enforcement of the Terms.

16.2. NEXEX reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section 16 or Section 17 of the Terms. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NEXEX.

17. Termination of Agreement

17.1. You have the right to immediately terminate your Individual User Account at any time you deem fit.

17.2. At any time and for any reason in its sole discretion, NEXEX may terminate the Terms, your access to your Individual User Account and may halt any pending transactions or funds without giving notice to you. The Company shall have no liability or obligation for the termination of the Terms.

17.3. Upon termination in accordance with Clauses 17.1. and 17.2., you will be notified with an electronic notice and all remaining balances (including Fees owed to NEXEX) on the Individual User Account will be payable at once to NEXEX. Upon payment of all outstanding Fees, if any, you will have ten (20) working days to withdraw your assets from the Individual User Account.

17.4. In the event that NEXEX terminates the Individual User Account following fraud and, or AML/CFT investigations, or a determination of a violation of the Terms on the basis of “market manipulation,” the Company will maintain full custody of all remaining balances which it will be lawfully required to turn over to the competent authorities.

18. Privacy Policy

18.1. Your personal data that you provide will be used to identify you as the account holder and to execute the Terms.

18.2. You confirm that you have entered correct data about yourself in every required form and that going forward, when changing or adding any data on the Website, you will enter only correct data. You shall bear any losses that occur regarding the submission of invalid/incorrect data.

18.3. NEXEX may amend its Privacy Policy periodically. The Privacy Policy gives a clear insight of how NEXEX uses and protects personal information you provide to us. Please read the Privacy Policy carefully since it also forms part of the terms.

19. Risks

19.1. Technology and Internet risks: any risks related with making use of an Internet based platform included, but not limited to, the failure of hardware, software, and Internet connections, risk of malicious software introduction and any other risks that relate to third parties which may gain unauthorized access to your Individual User Account and, or to the personal information which we store. NEXEX shall not be responsible for any loss of such information in relation to any technological failure.

19.2. DLT risks: We do not own or control the underlying software protocols that govern the operation of the DLT assets supported by NEXEX. Generally, the underlying protocols are open source and any one can use, copy, modify and distribute them. In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (the creation of “forks”), and such forks may materially affect the value, function and, or name of the DLT asset you hold or transact using our DLT Services. We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee their functionality, security of availability. You acknowledge the risks presented by forks and you accept that we have no responsibility to assist you to move or sell an unsupported branch of a forked protocol.

19.3. Market volatility risks: you must keep in mind that throughout periods of high volume, illiquidity, fast movement or volatility of any the DLT assets that we support may negatively impact the actual market rate at which your transaction has been carried out. NEXEX shall not be liable for any such price fluctuations.

20. Complaints

20.1. If you have any complaints, questions or comments, please contact [email protected], setting out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be of substance to your complaint.

20.2. Within twenty (20) business days of our receipt of your complaint, we will address all points raised by sending you an e-mail in which we will either: