EXJ.io Terms of Services
Last updated: 23rd October 2018
Please read this Terms of Service carefully before accessing (which every Users are required to actively acknowledge acceptance to the terms in accordance with the sign-up procedure) and/or using any of the Services. By accessing and/or using any of the Services, or by proceeding with registering with the Platform, all Users agree to be legally bound by this Terms of Service and all access to the Website, the Platform and/or the Services shall be subject to this Terms of Service. If any User is accessing and/or using the Website, the Platform and/or the Services on behalf of any organization, such User hereby represents and warrants that organization agrees to be legally bound by this Terms of Service and such User is duly authorized by the organization to act on behalf of the organization.
IF ANY USER DOES NOT ACCEPT THIS TERMS OF SERVICES OR DOES NOT AGREE TO BE BOUND BY THIS TERMS OF SERVICE, SUCH USER SHALL NOT ACCESS AND USE ANY OF EXJ’S SERVICES.
In this Terms of Service, any reference to EXJ shall, where the context permits,
include but not limited to any of EXJ’s owners, directors, investors, officers, employees, agents, associated companies, subsidiaries, holding companies, or other related parties, unless otherwise provided herein.
The User agrees that he/she is solely responsible for understanding and complying with any and all laws, rules and regulations of his/her specific jurisdiction that may be applicable to the User in connection with the (i) access and use of any of EXJ’s Services, and (ii) Cryptocurrency on the Platform.
The User agrees that he/she is solely responsible for understanding the risks associated with the Uses of Cryptocurrency on the Platform and understands such risks prior to the acceptance of this Terms of Services.
1.1 Capitalized terms used in this Terms of Services shall be interpreted in accordance with the definitions provided below:
Account: means an account on the Platform that any User may register through the Website to enable the User to access any Services.
Buyer: means any User who accepts an Offer to purchase Cryptocurrencies through the Platform.
Completion: means, in the context of a Transaction: (i) the Seller has received the Fiat Currency or the Cryptocurrency in accordance with the Offer; and (ii) the Buyer has paid the Fiat Currency or the Cryptocurrency in accordance with the Offer; and (iii) the Escrow Agent has received the Escrow Fees for providing its services to the Transaction; and (iv) the transfer of the Cryptocurrency between the Buyer and the Seller has been recorded and confirmed on the relevant blockchain. The words “Completed” and “Complete” shall be construed accordingly.
Cryptocurrency(ies): means all virtual commodity, digital assets or a blockchain token (including but not limited to (i) Bitcoin (“BTC”), (ii) Ether (“ETH”), (iii) Tether (“USDT”), and only in the event that the Seller is the Company and in the Company’s sole discretion, (iv) any other cryptocurrencies and tokens that the Platform and/or EXJ may support,) which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized; (ii) based on proprietary or open-source software.
Escrow Address(es): means the Cryptocurrency multi-signature address(es) in accordance with Clause 2.
Escrow Amount: means the total amount of Cryptocurrency(ies) in the Escrow Address(es).
Escrow Agent: means the escrow agent as appointed by the Company from time-to-time who shall be responsible to assist the parties to an Inter-Users Agreement in Completing a Transaction by providing escrow services.
Fees: means the fees as chargeable by the Company and/or the Escrow Agent from each Transaction, which shall be published on the Website from time-to-time.
Fiat Currency: means any government-issued currency, that is designated as legal tender in its country of issuance through government decree, regulation, or law.
Funds: means either Cryptocurrency or Fiat currency or both combined.
Inter-Users Agreement: means the agreement between any Buyers and Sellers with the terms of the Terms of Trade and in the form as set out under Schedule A below.
Locked-Up: means that the Cryptocurrency(ies) shall not be permitted to be withdrawn from the Escrow Address(es).
Offer(s): means any offer to sell Cryptocurrencies and published on the Platform by any Seller.
Offering Window: means the timeframe, starting from the time when the Offer is published, that an Offer remains valid.
Payment Window: means the timeframe, starting from the time when the Offer is accepted, within which the Transaction between the Seller and the Buyer shall be Completed and such timeframe shall be set out by the Seller in the Offer.
Platform: means the peer-to-peer trading platform as managed by EXJ where Users can publish and accept Offers to trade Cryptocurrency, with its website being www.exj.io.
Seller: means any User who publishes an Offer to sell Cryptocurrencies through the Platform.
Services: means all and any service provided by the EXJ including but not limited to the Website, the Platform, products and contents.
Terms of Trade: means terms of the potential Transaction pursuant to an Offer, which shall include:
- the type of Cryptocurrency being offered;
- the amount of Cryptocurrency being offered to sell;
- the offering price for the Cryptocurrency;
- the preferred payment methods (including any reference number if applicable);
- the Payment Window;
- the Offering Window;
- date for Completion and Working Hours; and
- any other conditions.
The above list is subject to any amendments from the Company from time-to-time.
Transaction(s): means the transfer of Cryptocurrencies and/or Fiat Currencies between the Users in accordance with the terms of an Offer.
Transaction fee: means a fee which is chargeable by the Company for each Completed Transaction, which shall be set out by the Company on the Website from time-to-time.
Transaction Price: means the total price paid by the Buyer in respect to each Transaction for the purchase of Cryptocurrencies.
User(s) or You or Your: means any person(s), corporation(s) and/or legal entity(ies) who register an Account with the Platform.
Warranties: has the meaning in Clause 2.6.
Website: means the Company’s website at www.EXJ.io.
Working Hours: daily hours when the Seller is ready to perform trade with the other Users (i.e. when the Seller’s Offer will be available/visible for the other Users). Working Hours must be defined by the Seller in the Terms of Trade of the respective Offer.
- Registration and Account
2.1 All Users must create an Account with the Platform prior to using and/or accessing the Services, which requires the User to complete the registration procedure and to create certain registration details, such as login, password, e-mail address etc. We reserve the sole and absolute discretion to amend, vary, modify, alter, modify, suspend and/or terminate the requirements to the account registration procedure without any notice to any Users from time-to-time.
2.2 All the information You provide during the account creation process must be true, accurate and current. Should We have reasonable belief that the information provided by You is not true, accurate and current, We reserve the sole and absolute right to refuse Your access to the Website, the Platform, or any of its resources, and/or to terminate or suspend Your Account.
2.3 The Account may be limited to certain functions of the Platform and/or the Services until the Account has completed the email verification process, which verification instruction would be sent to You through the email address You provided.
2.4 Once the Account has been verified, You will be able to log into the Account and access the Services including two Escrow Addresses (where one Escrow Address shall be to receive BTC and one Escrow Address shall be to receive ETH). You shall use the Escrow Addresses for the sole purpose of trading Cryptocurrencies on the Platform. The Escrow Addresses shall not be used as Your personal wallet and You shall not transfer any cryptocurrencies that We do not support into the Escrow Addresses.
2.5 You acknowledge and consent that each Escrow Address shall be a multi-signature wallet where You shall retain one private key (the “Seller’s Key”) and the Company shall retain the other private key (the “Company’s Key”) and shall operate as follows (the “Key Requirements”):
(i) the User is free to transfer into and withdraw any Cryptocurrencies to or from the Escrow Addresses;
(ii) the Company shall be entitled to transfer the Cryptocurrencies, which the Seller hereby authorizes, to the Buyer in the event that the Seller fails to release the Cryptocurrencies and the Buyer has provided sufficient evidence, in the reasonable opinion of the Company, that the Buyer has paid accordingly.
2.6 When You register as a User, or otherwise, and use the Services, You represent and warrant (collectively referred to as the “Warranties”) to Us that:
(i) You have reached the legal of majority age and possess capacity to form a binding contract and have the full capacity to accept this Terms of Services and enter into any Transactions as a result of using the Platform;
(ii) You have provided Us with accurate, true and complete information about Yourself (including, but not limited to, your name and email address);
(iii) to the extent You represent one or more businesses or franchises, that You are acting as their authorized representative, and that both You and the entity You represent will be bound by this Terms of Services;
(iv) Your usage of the Platform is and will be in full compliance with all relevant laws, regulations, regulatory documents and various rules as required by Us, applicable to Your use of the Platform, and that such use is not prohibited by any applicable laws or regulations, and is not for any illegal or immoral purpose;
(v) Your registration and your use of the Service will be consistent with the foregoing representations, covenants and restrictions, and You are not infringing or violating the rights of any other party;
(vi) You certify that any Cryptocurrencies and/or Fiat Currencies used by you in connection with any Transaction are either owned by You or that You are validly authorized to carry out any Transactions using such Cryptocurrencies and/or Fiat Currencies, and that all transactions initiated with Your Account are for Your Account and not on behalf of any other undisclosed person or entity;
(vii) You certify that any Cryptocurrencies You transfer into the Escrow Addresses are earned by You or came to Your possession through legitimate methods and are not obtained through illegal means or are proceeds of crime. You certify that You are not using the Services and/or the Escrow Addresses for the purpose of laundering money;
(viii) You agree to abide by any relevant laws or regulations in Your jurisdiction, including but not limited to reporting any trading activities or profits for taxation purposes;
(ix) You will not violate any public interests, public ethnics or other legitimate interests and will not constitute evasion of payable taxes or fees; and
(x) You are fully aware of the risks associated with trading of Cryptocurrencies and have obtained appropriate legal and financial advices prior to making any decision to invest, hold, purchase and/or transact Cryptocurrencies.
2.7 You may only use Your own Account to trade at the Website. You are solely and wholly responsible for maintaining adequate security and control of any and all operation systems, devices, IDs, passwords, personal identification numbers (PINs), or any other codes that You use to access the Website, as well as all passwords You use to access Your email address associated with the Account, including but not limited through use of appropriate virus-checking and other security software. We suggest all Users to keep the Account password secure and to always log-off from the Platform when leaving the accessing device unattended. You hereby acknowledge that you are solely responsible for any damages arising from or in relation to any authorized or unauthorized use of the Account.
3.1 If We are obliged to do so by the law or in accordance with Our internal policy, We may at any time introduce or amend Our verification procedures, require You to complete Our verification and may also require You to submit additional verification information and/or documents (“Additional Documents”) to Us. Failing to complete verification may be considered as a violation of this Terms of Services and may result in Your Account being suspended and/or terminated.
3.2 By submitting any Additional Documents to Us, You repeat the Warranties under Clause 2.6 above to Us.
- Limitation of Access, Suspension and Termination
4.1 We may terminate, suspend, or limit Your access to Your Account and any of the Services at Our sole and absolute discretion, with or without notices to You, in the event that:
- We reasonably believe You violate (or have violated) any terms to this Terms of Service or any agreement You enter into with the Company;
- We reasonably believe that Your use of Services violates any applicable laws and regulations;
- We reasonably believe that during the registration or verification or at any other point in time You have provided us with false, inaccurate, incomplete, misleading or fraudulent information;
- You have breached any or all Warranties;
- You have not complied with any requirements as set by Us within Our required timeframe;
- You have conducted or attempted to conduct (either successful or unsuccessful) any acts of unauthorized access to any part or component of the Services, bypass, penetrate, hack or break any security mechanism of any of the Services or use any of the Services in any other manner that poses a security risk to Us or to any other User;
- You have conducted or attempted to conduct (either successful or unsuccessful) any acts to interrupt Services and/or damage the Company owned software and/or hardware;
- We are required to do so by any applicable law or/and order issued by any legal authority;
- We reasonably believe that You have conducted or are involved in any fraudulent or illegal activities or have conducted (or attempted to conduct) any suspicious transaction, whether involving the use of any of the Services or not; or
- We reasonably believe that you have conducted any or all Unacceptable Uses.
- Offers and Contracts
5.1 Any Seller may initiate any Transaction(s) by publishing an Offer on the Platform which may be accepted by any Buyer. Each Offer must specifically set out the Terms of Trade in the Offer.
5.2 We are entitled to amend the list of mandatory rules and conditions which must be defined in the Terms of Trade at any time unilaterally. The Offer shall not be made available for acceptance on the Platform until all the required information of the Terms of Trade have been provided. If any Buyer accepts the Offer, he/she is deemed to have entered into the Inter-users Contract with the Seller and in this event, the Terms of Trade specified within the Offer creation process become the rules of the Inter-users Contract accordingly.
5.3 An Seller shall transfer the required numbers of Cryptocurrency(ies) and Fees into the Escrow Addresses prior to or upon creation of the Offer. Upon such transfer of the Cryptocurrency(ies) and Fees and pending completion of the Transaction, such Cryptocurrency(ies) and Fees shall be Locked-up in the Platform by the Company. Further until the required number of Cryptocurrency(ies) and Fees pursuant to the Offer are Locked-up, the Offer shall not be published to the Platform.
5.4 Any Seller may withdraw their Offer at any time BEFORE it is accepted by any Buyer. Upon the expiry of the Offering Window, the Offer shall be taken down from the Platform automatically.
5.5 We may hide or remove your Offer(s) from any other User(s), if you violate this Terms of Service or any other agreement you enter into with Us. Should Your Account be suspended and/or terminated, all Offers made from Your Account shall be automatically withdrawn by Us.
5.6 Any Offer, upon being accepted, shall form a binding Inter-Users Agreement between the Buyer and the Seller. The Buyer and the Seller hereby acknowledge and consent that certain information, such as bank account details of the Seller, shall not be visible to the Buyer until the Buyer has accepted the Offer.
5.7 The Buyer shall ensure that all Fiat Currencies send pursuant to an Offer and as received by the Seller is the full amount of Fiat Currencies under the Offer and are free from all deduction, taxes, bank charges and/or administrative charges. The Buyer further acknowledges that the Seller shall be entitled to withhold the release of any Cryptocurrencies to the Buyer until the Buyer pays the full amount of the Fiat Currencies.
5.8 In the event that an Inter-Users Agreement is terminated through no fault of either parties to the Inter-Users Agreement in accordance to its terms prior to its Completion, the Escrow Agent shall immediately return all Funds it is holding in the Escrow Addresses to the Seller, less any administrative costs and expenses as incurred by the Escrow Agent and/or the Company. Should the Inter-Users Agreement be terminated through fault of either party, the Escrow Agent shall be entitled to claim all administrative costs and expenses from the defaulting party in accordance with the dispute resolution procedure hereinunder.
5.9 All Users hereby acknowledge and consent that We may be a Seller to a Transaction involving USDT, should any Buyer accept an Offer from Us for the purchase of any USDT. Any Transaction(s) between You and Us shall also be subject to this Terms of Services. All Users further acknowledge and consent that only We shall be entitled to sell any USDT on the Platform, subject to any modification in the future.
6.1 We and/or the Escrow Agent are entitled to charge Sellers for each Transaction conducted using the Platform.
6.2 Fees that We charge the Seller shall be transferred to the Escrow Addresses together with the Cryptocurrency(ies) to be sold.
6.3 Fees that We charge the Seller shall be a percentage of the total amount of the Transaction which shall be confirmed in the fee schedule on the Website.
6.4 We shall be entitled to adjust the Fees at Our sole and absolute discretion. All Users shall monitor Our Website closely.
6.5 All Users hereby acknowledge and consent that all Fees shall be payable by the Seller under each Transaction. All Users acknowledge and consent that, in addition to the Fees, they shall be responsible for all costs and expenses, of whatsoever nature, incurred by them in order to effect any Transaction.
- Services Availability
7.1 All Services are provided on an “AS IS” basis, without any guarantees, warranties or representations of any kind, either expressed or implied, by the Company.
7.2 We shall use best endeavour to keep the Website and the Platform up and running at all time however We shall not be held liable for any disruption or loss You may suffer as a result of any disruption to the Services.
7.3 We will use reasonable endeavours to ensure that You can normally access the Website in accordance with the Terms of Services. We may suspend the use of the Website for maintenance and will make reasonable efforts to give You a notice but all Users hereby acknowledge that We shall not be required to serve any notices on any User to suspend any Services.
8.1 You agree that You are responsible to calculate, validate and pay any and all sales, use, excise, import, export, value added, withholding and other taxes and duties assessed, incurred, or required to be collected (“Taxes”). We are not responsible for determining whether Taxes apply to Your Transaction, or for collecting, reporting or remitting any taxes arising from any Transaction or for reporting any information, to You or any taxation, governing or legal authority. You agree to indemnify Us and Our affiliates against any claim or demand for payment of any fines, penalties, similar charges or costs imposed or incurred as a result of Your failure to remit or report any Taxes in connection with any transaction.
- Intellectual Property
9.1 We grant You a personal, revocable, non-assignable, non-perpetual and non-exclusive licence that grants You the right to access and use the Website, the Service and/or the Platform as a licensee, provided that You fully comply with this Terms of Services.
9.2 The above licence does not permit You to rent, lease, lend, sell, redistribute or sublicense the Website and/or the Platform or any part thereof, or any other part of Our intellectual property. You shall not (nor attempt to) copy, decompile, reverse engineer, disassemble, derive the source code of, modify, or create derivative works of the underlying platforms of the Website and/or the Platform or any other part of Our intellectual property or in any other way manipulate the Website and/or the Platform, We will take all appropriate action to protect the Our intellectual property.
9.3 You shall not remove any copyright, trademark or other proprietary notices that have been placed on the Website and/or the Platform.
9.4 You shall not exploit the Website and/or the Platform in any unauthorized way whatsoever, including but not limited to trespass or materially burden network capacity.
9.5 We reserve the right to apply limits on the use of the Website and/or the Platform, for example, by limiting the available features, or number of supported Users and/or Transactions. We further reserve the right to publish such limitations, have them differ from User to User, or change such limitations at will, in each case in our sole discretion.
- Financial or Legal Advice
10.1 We do not provide any financial, investment or legal advice in connection with any Services. We may provide information on the price, range, volatility of Cryptocurrencies and events that have affected the price of Cryptocurrencies, but shall not be construed as any investment or financial advice and shall not be construed as such. Any decision to buy or sell Cryptocurrencies is Your decision and We will not be liable for any loss suffered.
- Open Source Software
11.1 We may make (but are not obligated to make) the source code for the software we develop available for download as open source software. You agree to be bound by, and comply with, any license agreement that applies to this open source software. You should not, under any circumstances, indicate that you are associated with Us in connection with Your use, modifications or distributions of this open source software.
11.2 When We host any software, and enable You to access and use such software through Our websites including this Website, this Terms of Service will apply to such access and use, as well as any license agreements that We may enter into with You.
- Third Party Content
12.1 We may display third-party content, advertisements, links, promotions, logos and other materials on Our Website (collectively, the “Third-Party Content”) for Your convenience only. We do not approve of, control, endorse or sponsor any third parties or Third-Party Content, and We make no representations or warranties of any kind regarding such Third-Party Content, including, without limitation, its accuracy, validity, legality, copyright compliance, suitability or decency of such content. Your use of or interactions with any Third-Party Content, and any third party that provides Third-Party Content, are solely between You and such third parties and We are not responsible or liable in any manner for such use or interactions. We are not responsible for any of the content on third party sites linked to our Website nor can it be assumed that We have reviewed or approved of such sites or their content, nor do We warrant that the links to these sites work or are up to date. You shall be careful when accessing these Third-Party Content.
- User Content
13.1 If You post, upload, input, provide or submit Your personal data to us, including without limitation, Your name, email address, IP address, cryptocurrency address, text, code or other information and materials, sign up to Our mailing list or create an account on our Website (collectively, Your “User Content”), You must ensure that the User Content provided by You at that or at any other time is true, accurate, up to date and complete and that any User Content You post, upload, input, provide or submit to Us or via Our Website does not breach or infringe the intellectual property rights of any third party. We do not own, control or endorse any User Content that is transmitted, stored or processed via Our Website or sent to Us and We are not responsible or liable for any User Content. You are solely responsible and liable for all of Your User Content and for Your use of any interactive features, links or information or content on Our Website, and You represent and warrant that (i) You own all intellectual property rights (or have obtained all necessary permissions) to provide Your User Content and to grant the licenses in this Terms; (ii) Your User Content will not violate any agreements or confidentiality obligations; and (iii) Your User Content will not violate, infringe or misappropriate any intellectual property right or other proprietary right, including the right of publicity or privacy, of any person or entity.
13.2 You are entirely responsible for maintaining the confidentiality of Your User Content and any of Your non-public information. Furthermore, You are entirely responsible for any and all activities that occur under Your account (if any). You agree to notify Us immediately of any unauthorized use of Your User Content, account or any other breach of security. We will not be liable for any loss or damages that You may incur as a result of someone else using Your User Content or account, either with or without Your knowledge. However, You could be held liable for losses incurred by the Company (as defined above) or another party due to someone else using Your User Content or account. You may not use anyone else’s User Content or account at any time without the permission of such person or entity.
- Aggregate Information
- Acceptable Use Policy
15.1 You must only use the content or services provided through this Website for their stated purpose. You must not use this Website to (collectively referred to as the “Unacceptable Use(s)”):
(a) publish, post, send, upload, submit, display or disseminate any information or material and/or otherwise make available or engage in any conduct that is unlawful, discriminatory, harassing, libellous, defamatory, abusive, threatening, harmful, offensive, obscene, tortious or otherwise objectionable;
(b) display, upload or transmit material that encourages conduct that may constitute a criminal offence, result in civil liability or otherwise violate or breach any applicable laws, regulations or code of practice;
(c) interfere or violate the legal rights (such as rights of privacy and publicity) of others or violate others use or enjoyment of this Website;
(d) violate any applicable laws or regulations;
(e) use this Website or links on this Website in any manner that could interfere with, disrupt, negatively affect or inhibit other users from using this Website or links on this Website or that could damage, disable, overburden or impair the functioning of this Website or Our servers or any networks connected to any of Our servers in any manner;
(f) create a false identity for the purpose of misleading others or fraudulently or otherwise misrepresent Yourself to be another person or a representative of another entity including, but not limited to, an authorized user of this Website or a representative of the Company, or fraudulently or otherwise misrepresent that You have an affiliation with a person, entity or group;
(g) mislead or deceive Us, Our representatives and any third parties who may rely on the information provided by You, by providing inaccurate or false information, which includes omissions of information;
(h) disguise the origin of any material transmitted through the services provided by this Website (whether by forging message/packet headers or otherwise manipulating normal identification information);
(i) violate, infringe or misappropriate any intellectual or industrial property right of any person (such as copyright, trademarks, patents, or trade secrets, or other proprietary rights of any party) or commit a tort;
(j) upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property;
(k) send, upload, display or disseminate or otherwise make available material containing or associated with spam, junk mail, advertising for pyramid schemes, chain letters, virus warnings (without first confirming the authenticity of the warning), or any other form of unauthorised advertising or promotional material;
(l) access any content, area or functionality of this Website that you are prohibited or restricted from accessing or attempt to bypass or circumvent measures employed to prevent or limit your access to any content, area or functionality of this Website;
(m) obtain unauthorised access to or interfere with the performance of the servers which host this Website or provide the services on this Website or any servers on any associated networks or otherwise fail to comply with any policies or procedures relating to the use of those servers;
(n) attempt to gain unauthorized access to any services or products, other accounts, computer systems, or networks connected to any of Our servers through hacking, password mining, or any other means;
(o) obtain or attempt to obtain any materials or information through any means not intentionally made available through this Website or the Services;
(p) harvest or otherwise collect, whether aggregated or otherwise, data about others including email addresses and/or distribute or sell such data in any manner;
(q) use any part of this Website other than for its intended purpose; or
(r) use this Website to engage in or promote any activity that violates this Terms of Service.
16.1 If You decide to submit questions, comments, suggestions, ideas, original or creative materials or other information to Us (collectively, “Feedback”), You do so on Your own accord and not based on any request or solicitation from Us. Feedback does not include User Content. We reserve the right to use Feedback for any purpose at no charge and without compensation to You. Do not send us Feedback if you expect to be paid or want to continue to Own or claim rights to Your Feedback. The purpose of this Terms of Service is to avoid potential misunderstandings or disputes if the Company’s products, Services, business ideas or business strategies might seem similar to ideas submitted to Us as Feedback. If You decide to send us Feedback, You acknowledge and understand that the Company makes no assurances that Your Feedback will be treated as confidential or proprietary.
- LIMITATION OF LIABILITY
17.1 IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, AND ALL THIRD PARTY SERVICE PROVIDERS BE LIABLE TO THE USER OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) ACCURACY, COMPLETENESS OR CONTENT OF THE WEBSITE, (II) ACCURACY, COMPLETENESS OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE WEBSITE, (III) THE SERVICES FOUND AT THE WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THE WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE WEBSITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THE WEBSITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THE WEBSITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE AND/ OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USER'S USE OF THE WEBSITE OR THE SERVICES FOUND AT THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, THE USER SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL EXJ’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY THE USER FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR THE USER'S USE OF THE WEBSITE OR THE SERVICES FOUND AT THE WEBSITE.
18.1 You shall, upon our demand, defend, indemnify, and hold harmless Us, and each of Our respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, expenses (including but not limited to debt collection expenses) and legal fees (including reasonable lawyers’ fees and other costs) arising out of or relating to any third-party claim. If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, You shall also reimburse Us for legal costs, as well as Our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
18.2 You shall indemnify Us on demand for any damages and additional expense (including but not limited to legal costs and debt collection expenses) We may suffer or incur, directly or indirectly, as a result of unlawful, reckless or negligent actions conducted by You. We reserve the rights to settle such balances by transferring funds (including but not limited to all digital assets) of yours from Escrow Account as managed by the Escrow Agent.
- Modifications and Amendments
19.1 The Company reserves the right to amend or modify any portion of this Terms of Services at any time by publishing the revised version of the Terms of Services on the Website. The changes will become binding with immediate effect upon being published on the Website and shall be deemed accepted by the User, the first time the User uses the Services after the publishing of the revised Terms of Services and shall apply on a going-forward basis with respect to any activity initiated after publishing. In the event that the User does not agree with any such modification, the User's sole and exclusive remedy is to terminate the use of the Services and close the Account. The User agrees that the Company shall not be liable to the User or any third party as a result of any losses suffered by any modification or amendment of this Terms of Services.
19.2 We urge all Users to monitor the Website closely and regularly for any such amendments.
- Force Majeure
20.1 If the Company is unable to perform the Services outlined in this Terms of Services due to the factors beyond its control including but not limited to any failure of the wallet’s system, failure of the internet, hacking from third parties, forking of the cryptographic tokens and/or cryptocurrency, change of regulations and laws, change in banking policy and sanctions policy, the Company will not have any responsibility to the User with respect to the Services provided hereunder and for a time period coincident with the event.
- No Implied Waiver
21.1 The failure of the Company to insist on strict performance of any covenant or obligation under this Terms of Service, regardless of the length of time for which such failure continues, shall not be deemed a waiver of the Company’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Terms of Service shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.
22.1 The User may not, without the prior written consent of the Company, assign, subcontract, or delegate its obligations under this Agreement.
22.2 The Company may assign this Agreement freely, in whole or in part.
- CYBERATTACKS AND MODIFICATIONS ON BLOCKCHAIN NETWORK.
23.1 The Company does not have any ability to prevent or mitigate cyberattacks and modifications on the blockchain networks (“Modification”). EXJ reserves the right to take commercially reasonable actions in such event. If EXJ determines any Cryptocurrency being traded has been compromised, EXJ may halt trading for such Cryptocurrency. If EXJ determines the Modification to greatly decrease the value in such Cryptocurrencies, EXJ may discontinue trade activity on such Cryptocurrency entirely. EXJ does not have any obligation to engage in any activity in connection or in response to any Modifications on blockchain networks.
- Governing Law
24.1 This Terms of Service shall be governed by the laws of the Hong Kong Special Administrative Region as to all matters including validity, construction, effect, performance and remedies without giving effect to the principles of choice of law thereof. In the event of any dispute, controversy, or claim arising out of or relating to this Terms of Service or the construction, interpretation, performance, breach, termination, enforceability or validity thereof (a “Dispute”), the party raising such Dispute shall notify the other party promptly and no later than sixty (60) days from the date of its discovery of the Dispute. The parties shall cooperate and attempt in good faith to resolve any Dispute promptly.
24.2 Any Dispute which cannot otherwise be resolved as provided in the paragraph above shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of International Arbitration. The law of this arbitration clause shall be Hong Kong law. The place of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English
STANDARD INTER-USERS AGREEMENT
THIS INTER-USERS AGREEMENT (this “Agreement”) is entered as of the date the Offer is published by the Seller and accepted by the Buyer.
Seller (the “Seller”); and
Buyer (the “Buyer”); and
Escrow Agent (the “Escrow Agent”).
Each a “Party”, collectively the “Parties”.
WHEREAS, an Offer and its Terms of Trade for the purchase of Cryptocurrencies have been accepted between the Parties.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Buyer hereby agree as follows:
- DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless defined otherwise, capitalised terms in this Agreement shall have the same meaning as ascribed to them in the Terms of Service as published by the Company from time-to-time.
1.2. The headings in this Agreement are inserted for convenience only and shall not affect its construction.
1.3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.
1.7. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in the Companies Ordinance.
2.1. This Agreement shall commence on the date of this Agreement and shall expire upon Completion, unless and until terminated at the earlier of:
(a) by mutual written agreement of the Buyer and the Seller to the Company;
(b) by an immediate notice from the Company on the Buyer and the Seller; or
(c) Subject to either party initiating the dispute resolution clause herein, Completion fails to take place by the expiry of the Payment Window (as defined under the Terms of Service).
2.2. The Parties shall keep the content and existent of this Agreement strictly confidential, which shall not be disclosed to third parties without the written consent of the other Party.
- SALE AND PURCHASE
3.1 During the term of this Agreement and the Terms of Trade, the Seller shall sell to the Buyer and the Buyer shall buy Cryptocurrencies from the Seller in accordance with the terms of this Agreement and the Terms of Trade. Both the Buyer and the Seller jointly appoint the Escrow Agent in connection with the Transaction and the Escrow Agent hereby accepts the appointment.
3.2 The consummation of the Transaction and the obligation of the Escrow Agent pursuant to Clause 3.3 below is conditional upon the satisfaction of the following conditions (the “Conditions Precedent”):
(a) the Seller has the Cryptocurrencies and the Fees Locked-up in the Escrow Addresses;
(b) the Buyer transferring the required Fiat Currencies to the Seller’s designated bank account;
(c) the Buyer uploading a copy of the remittance form of the Fiat Currencies to the Seller through the Platform; and
(d) the Seller confirming release of the Cryptocurrencies to the Buyer through the Platform.
3.3 Upon the satisfaction of the Conditions Precedent, the Completion shall take place by
the Escrow Agent transferring the sold Cryptocurrencies to the Buyer’s wallet, which shall be automatically processed by the Platform upon the Seller confirming under Clause 3.2(d).
3.4 Should the Conditions Precedent not be satisfied by the expiry of the Payment Window, this Agreement shall be deemed terminated. In the event that the Buyer has not initiated any dispute resolution under this Agreement, the Cryptocurrencies, less any administrative costs and expenses, shall be unlocked.
3.5 The Buyer and the Seller hereby acknowledges, consents and authorizes the Escrow Agent to:
(i) conclusively release any Cryptocurrencies as being held by the Escrow Agent in the Escrow Address to the specified wallets of the Buyer, in the event that the Seller refuses to release the Cryptocurrencies in accordance with the Terms of Trade and the Company resolved the dispute in accordance with Clause 7 of this Agreement in the Buyer’s favour;
(ii) conclusively release any Cryptocurrencies, as security of claim under Clause 7 of this Agreement, as being held by the Escrow Agent in the Escrow Address to the specified wallets of the Seller, in the event that the Company resolved the dispute in the Seller’s favour;
(iii) be entitled to lock any Cryptocurrencies in any Escrow Addresses pending the conclusion of any dispute resolution, whether in accordance with Clause 7 by the Company or referred to an external arbitrator for decision;
(iv) be entitled deduct any Fees from the Cryptocurrencies belonging to the Seller in accordance with the terms of this Agreement and the Terms of Service; and
(v) not be held responsible to conduct any due diligence against the Buyer, the Seller and/or any wallet.
3.6 The Escrow Agent and the Company shall not be liable to any person, whether a party to the Agreement or otherwise, for any loss, claim, damage or liability suffered or incurred by that person in connection with this Escrow Agreement, and/or in connection with the Escrow Agent’s holding of and/or disbursements of the Escrow Amount, in particular should any party insert incorrect details on the Terms of Trade.
- The Escrow Agent and the Company shall not be liable or accountable for any loss, claim, damage or liability whatsoever to any person caused by any action taken or omitted by it except to the extent that such loss, claim, damage or liability arises as a direct result of any bad faith or, fraud or wilful default on the Escrow Agent’s part as determined by the final judgment of a competent court or arbitration.
- Notwithstanding any provision in this Escrow Agreement to the contrary, in no event shall the Escrow Agent and the Company be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits). This clause shall survive the Escrow Agent’s resignation as Escrow Agent or the termination of this Agreement.
- The Escrow Agent shall have only those duties, obligations and responsibilities expressly referred to in this Agreement, the Terms of Trade and the Terms of Service and no duties, obligations or responsibilities whatsoever shall be inferred or implied against it. It is understood that the Escrow Agent’s only duties and responsibilities shall be to accept the Cryptocurrencies in accordance with this Agreement and the Terms of Trade, to hold, release and transfer such Cryptocurrencies in accordance with this Agreement, the Terms of Trade and the Terms of Service.
- The Escrow Agent and the Company’s duties under this Agreement, the Terms of Service and the Terms of Trade are purely ministerial, administrative and non-discretionary in nature. Neither the Escrow Agent nor any of its partners, employees, advisers or agents shall, by reason of any matter or thing contained in this Agreement, the Terms of Service and the Terms of Trade, be deemed to be a trustee for or have any fiduciary relationship with the Seller and/or the Buyer or any other person.
- Notwithstanding any provision in this Agreement to the contrary, in no event shall the Escrow Agent and the Company, be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profits). This clause shall survive the resignation or removal as the Escrow Agent or the termination of this Agreement.
- FORCE MAJEURE
- Force Majeure Event shall mean acts of God; acts or omissions of any government; any rules, regulations or orders issued by any governmental authority or by any officer, department, agency or instrumentality thereof; fire; flood; storm; earthquake; accident; war; rebellion; insurrection; riot; invasion; hacking on cryptocurrency that is the subject of the Daily Transaction; a material drop in the value of cryptocurrency that is the subject of the Daily Transaction; change in regulation or laws (the “Force Majeure Event”).
- The Escrow Agent and the Company shall not bear the responsibility for failure to perform its obligation in case of occurrence of a Force Majeure Event.
- In the event that the Force Majeure Event occurs after the satisfaction of the Conditions Precedent above but prior to the Completion pursuant to Clause 3 above, the Transaction shall be deemed revoked and neither Parties shall be required to execute and complete the Transaction, unless both Parties agree to proceed regardless of the Force Majeure Event and have notified the Company and the Escrow Agent.
- The Buyer and Seller shall arrange the matters in relation to fiat currencies and bank account matters themselves and the Company shall not be responsible for such matters.
- REPRESENTATIONS AND WARRANTIES
5.1. The Seller represents and warrants to the Escrow Agent and the Company, as of the date hereof and on Completion:
- the Seller has received and reviewed all materials and information the Seller requires from the Buyer and have made the decision to enter into this Agreement and proceed with the Transaction relying solely on the Seller’s own consultation with the Seller’s advisors (including but not limited to legal, finance and/or tax advices);
- this Agreement has been duly accepted and agreed by the Seller and constitutes a valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms;
- the consummation of the Transaction contemplated hereby, does not or will not violate any statute regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Seller is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which the Seller is a party to;
- the Seller is the lawful owner of the Seller’s wallet and/or the Seller’s bank account, and has good title thereto. The Seller’s wallet and/or the Seller’s bank account is owned and operated solely for the benefit of the Seller, and no person, other than the Seller, has any right, title or interest in the Seller’s wallet and/or the Seller’s bank account;
- there are no pending or, knowledge, threatened, proceedings of any nature against the Seller which would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Seller and their ability to perform its obligations hereunder, or any proceedings that seek to restrain or enjoin the consummation of this Agreement. There is no judgment outstanding against the Seller, any of its equity interests, material properties or assets, except for any judgment which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Seller.
5.2. The Buyer represents and warrants to the Escrow Agent and the Company, as of the date hereof and Completion:
- the Buyer has received and reviewed all materials and information the Buyer requires from the Seller and have made the decision to enter into this Agreement and proceed with the Transaction relying solely on the Buyer’s own consultation with the Buyer’s advisors (including but not limited to legal, finance and/or tax advices);
- this Agreement has been duly accepted and approved by the Buyer and constitutes a valid and legally binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms;
- the consummation of the Transaction contemplated hereby, does not or will not violate any statute regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which the Buyer is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which the Buyer is a party to;
- the Buyer is the lawful owner of the Buyer’s wallet and/or the Buyer’s bank account, and has good title thereto. The Buyer’s wallet and/or the Buyer’s bank account is owned and operated solely for the benefit of the Buyer, and no person, other than the Buyer, has any right, title or interest in the Buyer’s wallet and/or the Buyer’s bank account;
- there are no pending or, knowledge, threatened, proceedings of any nature against the Buyer which would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the Buyer and their ability to perform its obligations hereunder, or any proceedings that seek to restrain or enjoin the consummation of this Agreement. There is no judgment outstanding against the Buyer, any of its equity interests, material properties or assets, except for any judgment which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Buyer.
- The Seller and the Buyer hereby agree and acknowledge to be jointly and severally liable to any loss and damages the Escrow Agent and the Company may suffer arising from or in connection with any breach of this Agreement.
- DISPUTE RESOLUTION
- If the Buyer and the Seller are in a disagreement over the Transaction, either Party can initiate a dispute by submitting a notice to the Company and the Escrow Agent in one of the following manners:
- if the Buyer initiates the dispute resolution procedure, by depositing the equivalent numbers of Cryptocurrencies into the Buyer’s Escrow Address as security for claim and notifying the Company and Escrow Agent within [60 days’] of the agreed date of Completion for the Transaction; or
- if the Seller initiates the dispute resolution procedure, by keeping the Cryptocurrencies in the Escrow Addresses for lock-up and notifying the Company and Escrow Agent within [60 days’] of the agreed date of Completion for the Transaction.
- The Company shall resolves disputes with due diligence by carefully inspecting and considering the Terms of Trade, payment evidence, Users’ chat messages, Users’ reputation, other data submitted to us by Users and data collected by the Company.
- The Company shall be entitled to request any information from the Parties for the purpose for the purpose of considering this dispute. All Parties shall provide such information immediately upon request. The Buyer and Seller hereby acknowledges and agrees that the Company shall be entitled to draw adverse inference from any failure to provide adequate evidence to support the party’s case.
- If any Party during the dispute resolution process knowingly provides false, fraudulent or inaccurate information or documents, it is considered as a serious breach of this Terms of Service and this agreement and might lead to the User Account suspension or termination.
- The Company shall be entitled to resolve the dispute as follow:
- In the event that the Company believes that the defaulting party is the Buyer, deducts all costs and expenses, including the costs and expenses as incurred by the Seller, from the Buyer;
- In the event that the Company believes that the defaulting party is the Seller, deducts all costs and expenses, including the costs and expenses as incurred by the Buyer, from the Seller; or
- Refer the dispute to an external arbitrator in accordance with the arbitration clause under the Terms of Service.
- Both Parties hereby acknowledge and accepts that the resolution of the Company shall be final and binding.
- Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
- The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
- Any disputes between the Parties arising from this Agreement, which cannot be resolved in accordance with Clause 7 above, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL Arbitration Rules in force when the Notice of Arbitration is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules. The law of this arbitration clause shall be construed and interpreted in accordance with Hong Kong law. The place of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). The arbitration proceedings shall be conducted in English.
- All Party hereby agree to not disclose, and to otherwise keep confidential, the Transactions contemplated hereby, the existence or nature of any relationship between the Parties, the name of the other Parties or the fact that the Parties engaged in any transaction, provided, however, that each Party may disclose information regarding this Agreement to its accountants and legal counsel. If either Party is compelled by law, rule or regulation, to disclose such information (the “Compelled Party”), the Compelled Party will, to the extent legally permissible, provide the other Party (the “Innocent Party”) with prompt written notice of such requirement so that such Innocent Party may seek an appropriate protective order or waive compliance with this Clause 8.5. The Innocent Party shall promptly respond to such request in writing by either authorizing the disclosure or advising of its election to seek such a protective order, or, if such Innocent Party fails to respond promptly, such disclosure shall be deemed approved. The confidentiality obligations set forth in this Section 8.5 shall survive the termination or expiration of this Agreement.
- This Agreement and the Terms of Trade contains the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto. No amendment or modification of this Agreement or any provision or attachment of this Agreement shall be effective unless in writing and signed by both Parties.