PLEASE READ THIS AGREEMENT CAREFULLY EVERY TIME BEFORE USING EXCHAIN.AI.
- Accessing or using the Exchain.ai platform (“Platform”) in any capacity of manner via desktop, laptop, mobile devices and / or any other device capable of connecting to the Internet or posting any content from on or through the Platform;
- Making an advertisement, placing an Order, initiating a Trade and/or using any of the Services;
- Clicking the “I AGREE”/”I ACCEPT” button of the confirmation dialogue box presented with this Agreement; and/or
- Registering an account with Exchain.ai;
You agree that you have accepted and agreed to be bound by this Agreement and any changes to the Agreement for the time being in force at the point of accessing the Platform, which are deemed to be incorporated by reference in this clause, whether or not you have registered an account with Exchain.ai. If you do not agree to this Agreement, you must not access or use the Platform or Services in any manner.
- You represent that you have the legal capacity to enter into this Agreement and are above 18 years of age, or the applicable age by which one may enter into legal arrangements in your jurisdiction.
- By entering into this Agreement, you confirm that you are not a resident of a jurisdiction which does not legally allow the Services.
- If you accept or agree to this Agreement on behalf of a company, you represent that you have the authority to bind that company or other legal entity to this Agreement, and in such event, “you” and “your” may also refer and apply to the company.
- We reserve the right to change the terms, conditions, and notices under which the Services are offered, and you agree to accept and be bound by those terms, conditions, and notices that are in effect at the time of your use of the Platform and/or the Services.
Registration and User Account
- To gain access to and to use the Services, you must provide accurate, current, and complete registration details to register a user account (“Account”). If we believe the details are not correct, up to date, or complete, we have the sole discretion to refuse you access to our services, and to terminate or suspend your Account.
- You can only register and use an Account for yourself or company and not on behalf of any other person or entity, and you are limited to registering one (1) Account. You are solely responsible for maintaining adequate security and control of any and all information, passwords, or any other codes you use to access the Services. You shall be responsible for the security of your password (if any) and Exchain.ai shall be entitled to monitor the use of your Account and your password and, at its discretion, require you to change your password.
- We take AML/KYC obligations seriously and may require you, at any time, to facilitate our verification process by submitting identification documents and information. Failure to cooperate will be considered a fundamental breach of this Agreement.
- A company may have several active Accounts at any time, subject to compliance with our AML/KYC requirements.
- Each corporate Account must be operated by a verified employee, and such employees shall only use the Accounts for trading on behalf of the company.
- The company shall be fully responsible for all actions by its employees. Exchain.ai shall not be liable for any losses, damage or expenses arising from an employee’s use of the Platform to the maximum extent allowed under the applicable law.
Monitoring, Investigation, Suspension, and Termination
- We reserve the right to, at our sole discretion, suspend, limit, conduct investigations, terminate the use of your Account, suspend the use of, hide or remove any advertisements, Funds or other material you have submitted to the Platform and/or take all necessary and appropriate action without the need for prior notice and without us incurring any liability, damage, losses and expenses, if we reasonably believe that you are involved in any Prohibited Activity, or if we are required to do so under any applicable law, regulation or an order issued by an authority. We will also provide information disclosed by you to us to any government agency or authority to prevent or investigate Prohibited Activity, or to a complainant to the extent we deem necessary.
- Prohibited Activity includes but is not limited to:
- Any violation of any applicable law or regulation;
- Any violation of intellectual property rights, other rights of any third party;
- Use of the Services in a fraudulent manner or otherwise contrary to the purpose of this Agreement;
- Use of or introduction to the Platform of any software or third party interfaces or applications, including but not limited to malware, viruses, worms, bots, web crawlers and scrapers;
- The submission of inaccurate, out of date, misleading or deceptive information in connection with your registration, identity verification, transactions or any other use of the Platform or Services, either to us or to another user;
- Any activity that may interfere with or adversely affect the ability of other users to use the Platform or Services, or which may impair the functioning of the Platform;
- Unusual activity associated with the Account, including activity which indicates that you are attempting to obtain control of another’s Account without authorization or vice versa; and/or
- Failure to respond substantively to our inquiries or supply the information requested by us within a reasonable period of time.
- You may close your Account at any time, except if there are unpaid fees, costs or expenses, or any pending AML/KYC examinations or investigations.
- In the event that your Account is closed by yourself or use of your Account is terminated by us:
- All amounts payable by you to Exchain.ai will immediately become due and deducted from the Funds;
- We will cancel any open Orders or pending advertisements without any notice to you; and We will use commercially reasonable efforts (subject to any applicable laws or regulations) to provide you with a reasonable period to withdraw the Funds (minus any amounts payable to us) from your Account as stated in clause 55 below.
Orders and Trades
- A “Token” means any cryptographic asset, unit of cryptocurrency, utility token or such other digital asset which functions as a store of value.
- “Funds” means all Tokens which you deposit with Exchain.ai.
- A “Trade” means an exchange of (i) Tokens for other Tokens or (ii) Tokens for fiat or vice versa.
- An “Order” means your entering of instructions to initiate or effect a Trade.
- Exchain also has a Token-to-token exchange function to facilitate the buying and selling of Tokens.
- Before an Order is placed, you will be presented with a confirmation dialogue box stating the type and amount of Tokens you will be disposing of and the type and amount of Tokens you will be receiving in exchange. You agree that the failure to be presented with such a confirmation dialogue box shall not invalidate any Order or Trade executed based on such Order.
- Upon the placement of an Order, Exchain.ai will seek to match your Order with that of another user. Orders will remain open until executed or cancelled.
- If your Order has only been partially matched, you may cancel the unmatched portion of the Order. You acknowledge however that the execution of Trades is conducted by automated processes and we are not liable for any Orders which may be executed before your request to cancel such Order is processed.
- If the Funds in your Account are insufficient to meet an Order, such Order will be partially filled or canceled.
- Exchain.ai may in its sole discretion reject or limit any Orders or Trades that users may place or execute, including but not limited to restricting the number of Orders placed daily or from any certain location.
- The execution of Trades is subject to network congestions, disruptions, and other unforeseen delays and circumstances. You agree and understand that the market values of cryptocurrency may substantially differ from the values and rates prior to the occurrence of any such event. Exchain.ai is not liable for any losses suffered by you as a result of the foregoing.
- All executed Trades will be recorded on our exchange ledger.
- You may contact Exchain.ai to dispute a Token-token Trade (“Token-token Dispute”) within three (3) business days from the execution of the Trade. However, Exchain.ai reserves the right to resolve a Token-token Dispute in accordance with paragraph 71 of the Agreement.
Deposits and withdrawals
- All deposits and withdrawals of Funds will only be processed after the successful completion of our authorization procedures (including 2FA).
- Deposits and withdrawals of Funds will usually be processed within two (2) business days, but shall be subject to bank processes, network congestions, disruptions, and other unforeseen delays and circumstances.
- For the purpose of complying with KYC/AML requirements, we do not accept any deposits from third parties on your behalf or for your benefit.
- You accept full responsibility for ensuring the deposit or withdrawal of the Funds to the correct bank account or electronic wallet address. We are under no obligation to assist you in recovering Funds erroneously transferred. You also agree that deposits of unsupported Tokens to your Exchain.ai account may be permanently lost, with the exception of previously supported Tokens for which we discontinue support in accordance with paragraph 61 of this Agreement.
Fees and expenses
- The Services are provided to you against fees determined on a per transaction basis in accordance with the prices and pricing principles set out on the Platform at the time of the relevant transaction or the fulfillment of any other fee basis.
- By placing an Order, deposit or withdrawal on or with Exchain.ai, you will be deemed to have irrevocably agreed to the applicable pricing.
- You understand and accept that the tax characterization of Tokens remains unsettled in many jurisdictions around the world. You are responsible for complying with all and any tax obligations arising from Trades conducted on Exchain.ai, including any obligations to report and remit tax payments.
USER’S RIGHTS AND OBLIGATIONS
- You warrant, represent and agree not to directly or indirectly:
- Use the Services or the Platform (or any part of either) for or to promote any illegal purpose or activity;
- Use the Services or Platform in a manner which may cause the Services to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Services is in any way impaired;
- Attempt and/or cause any unauthorized access to any part or component of the Platform, bypass or break any security mechanism of the Platform or use the Platform or Services in any other manner that poses a security risk to us or any of our users;
- Misrepresent your identity or credentials, or use those of another person, in the use of the Services;
- Use the Services to attempt to and/or engage in fraudulent activity;
- Attempt to and/or reverse-engineer the Services or Platform (or any part of either) for any purpose;
- Launch or facilitate, whether intentionally or unintentionally, a denial of service attack or engage in any other conduct that adversely impacts the availability, reliability, or stability of the Services or Platform;
- Undertake any other activity which may adversely affect the operation or enjoyment of the Platform by other users;
- Alter or modify any part of the Platform or the Services; or
- Reproduce, sell, resell or otherwise exploit any resource, or access to any resource, contained on the Platform.
- You warrant, represent and agree to only use Exchain.ai for bona fide trading activities, and shall not directly or indirectly:
- Execute or arrange for the execution of Trades for the sole or primary purpose of transferring money between users and Accounts;
- Place or cause to be placed any Order, with the intention to cancel the Order before execution or to modify the Order to avoid execution;
- Engage in any activity which will or is likely to deliberately disrupt the Token marketplace, generate excessive volatility, or manipulate prices such that they do not reflect fair market value;
- Engage in any conduct that to coerce, intimidate, or improperly influence another user to take any action on or through Exchain.ai;
- Engage in any fraudulent activity or any scheme to defraud or deceive any other users on Exchain.ai or any member of the public through Exchain.ai;
- Place matching Orders to manipulate Exchain.ai into executing a trade against your own Order (“wash trade”). Wash trades between related Accounts ror Accounts reasonably believed to have common beneficial ownership will be rejected.
- You understand and agree that all materials publicly posted (other than by Exchain.ai) or privately transmitted on or through the Platform are the sole responsibility of the sender, not Exchain.ai, and that you are solely responsible for all material you upload, post or otherwise transmit to or through the Platform. You further warrant, represent and agree that you will not make available on Exchain.ai or through the Services, any content, or act in a way, which:
- Libels, defames, invades privacy, or is obscene, pornographic, racist, discriminatory, abusive, harassing, threatening or offensive;
- Contains unsolicited promotions, political messages, chain messages, spam, requests for services, funds or sponsorships, messages related to a ‘pyramid’ or similar scheme, or advertisements (except as specifically authorized in this Agreement);
- Seeks to exploit or harm children by exposing them to inappropriate content, or asking them for personally identifiable details or otherwise;
- Infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks; or
- violates any law or may be considered to violate any law.
- You agree to, at your expense, defend, indemnify and hold harmless Exchain and at our request, our directors, officers, employees, agents, and affiliates (“Indemnified Parties”) against all claims, liability, damages, losses, costs and expenses, including legal fees (calculated on a full indemnity basis), judgments and settlements that are threatened, asserted or commenced against any Indemnified Party (collectively the “Claims”) arising out of or in connection with any actual or alleged breach of this Agreement, violation of any law or rights of a third party, or use of the Services and/or Platform by you or any other person accessing the services using your Account or device.
- Further, you agree that we may freeze the transfer of any Funds in your Account for such period of time as is reasonably necessary for the resolution of any Claim, and allow you to withdraw or use the balance only after any such Claim is resolved.
- We (and/or or licensors) own all intellectual property and proprietary rights subsisting in and related to the Platform and Services, including but not limited to the underlying technology, designs of the platform, and the trade marks “Exchain “, (“Exchain Proprietary Rights”).
- We grant users a non-exclusive, non-sublicensable and revocable worldwide licence to use the Exchain.ai platform for the limited purpose of engaging in Trades. Any unauthorized use of Exchain.ai and Exchain Proprietary Rights is prohibited. Without limitation to the foregoing, you shall not create derivative works based on the Platform, decompile, disassemble, reverse engineer or attempt to obtain the source codes to underlying technology.
- You hereby grant to Exchain a non-exclusive, sub-licensable, royalty-free, transferable, worldwide, irrevocable and perpetual licence to copy, modify, publish, distribute, adapt, translate, alter and/or use for commercial purposes any content posted or sent to Exchain.ai, including but not limited to any feedback or advertisements.
- Exchain.ai may link you to other third party sites on the Internet. You understand and agree that Exchain.ai is not responsible for the accuracy, legality, decency, or any other aspect of the content of such sites and that the inclusion of such a link does not imply endorsement of any site by Exchain.ai or any association with its operators. You further agree that your decision to purchase/use products or services from any such third party sites that link to or from Exchain.ai shall be made independently after proper due diligence on your end.
- In using the Platform and Services, you may also view content provided by third parties. Exchain.ai does not control, endorse, or adopt and shall have no responsibility for any such third party content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable.
RIGHTS AND OBLIGATIONS OF Exchain LIMITED
Changes in or Discontinuance of Services
- We reserve the right to modify or discontinue, temporarily or permanently, all or any part of the Platform and/or the Services, with or without notice, and/or to establish general guidelines and limitations on their use.
- In the event that we entirely discontinue the Platform and/or the Services, we will use commercially reasonable efforts (subject to any applicable laws or regulations) to provide you with a period of ninety (90) days to withdraw the Funds (minus fees payable to us) from your Account. IF YOU DO NOT WITHDRAW THE FUNDS FROM YOUR ACCOUNT WITHIN NINETY (90) DAYS, YOU ARE DEEMED TO HAVE AGREED TO US DONATING THE FUNDS TO A REGISTERED CHARITY IN ANY JURISDICTION OF OUR CHOICE ON YOUR BEHALF. We will not be liable in any way for the Funds or any sort of damages resulting from the Funds you did not withdraw from your Account within this time period.
Disclaimer of Warranties and Limitation of Liability
- The Platform and the Services are provided on an “as is” and “as available” basis for your information and use without any representation or endorsement. To the maximum extent permitted by applicable law, we make no warranties of any kind, whether express or implied, in relation to the Platform or the Services, including but not limited to, implied warranties of satisfactory quality, fitness for any particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade.
- To the maximum extent permitted by applicable law, we make no warranty that the Platform or the Services will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Platform or the server which makes it available are free of viruses or malware or are fully functional, accurate, or reliable. Further, you agree and understand that Exchain.ai uses underlying software protocols, and that we are not responsible for and make no warranties in respect of the operation of such protocols. We will not be responsible or liable to you for any loss, destruction or alteration of content or material as a result of uploading to or downloading from the Platform.
- Notwithstanding any other provision in this Agreement, nothing shall limit your rights as a consumer under mandatory provisions of applicable consumer protection legislation.
- If and to the maximum extent permitted by applicable law, we will not be liable for:
- Any economic losses (including without limitation loss of revenues, profits, contracts, business, loss of opportunities, or anticipated savings);
- any loss of goodwill or reputation; or
- Any special or indirect or consequential losses, however arising in any case whether or not such losses were within the contemplation of either of us at the date on which the event giving rise to the loss occurred. Without limitation, you (and not us) assume the entire cost of all necessary placing things to its original positions in the event of any such loss or damage arising.
- Nothing in this Agreement shall exclude or limit our liability based on wilful conduct or gross negligence or any action resulting in personal injuries and/or death. If and to the extent applicable law does not allow the above limitations of warranty and liability, such limitations shall not apply to you.
- Nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the Parties. Exchain.ai is not your financial adviser, broker, intermediary, agent or advisor and has no fiduciary relationship or obligation with or to you.
- If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severed from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
- This Agreement (and any other terms and conditions or policies referenced herein) constitutes the entire agreement between us with respect to Exchain.ai, our Services, and your dealings with us. This Agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and us. A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- All provisions of this Agreement which by their nature extend beyond the expiration or termination of the Agreement shall survive the termination or expiration of the Agreement, including without limitation, provisions relating to monitoring, investigation, suspension and termination of Accounts, warranties, indemnification, proprietary rights, third parties and dispute resolution.
- We may transfer or assign our rights and duties under this Agreement to any party at any time without notice to you, but this will not affect your rights or our obligations under this Agreement. You may not, however, transfer or assign any of your rights and duties under this Agreement to any other party. Any attempted assignment in breach of this Agreement shall be null and void.
CONTACT AND NOTICES
- You can contact us at any time by sending an email to our support team at [email protected]
- We will contact you and provide you with notices electronically through the contact details you furnish through your Account. Delivery of any notice to the contact details on record shall be considered valid.