Last updated: March 28, 2019
COFC Technologies LTD and its affiliates (collectively “Exchago” or “we”) provide a comprehensive platform for the provision of a multitude of services and/or products, including, among others, purchase, transfer, receive and pay by COFC token, via the Exchago platform available at: www.exchago.com (the “Platform”). This page explains the terms and conditions by which you may use our Platform and/or Services (as defined below).
We reserve the right to amend these Terms at any time and if we do so, we will post the amended version on this page and indicate at the top of the page the date the Agreement was last updated. In case of material changes to the Terms we will send you a notice of such change either by email and/or directly to your account within the Platform. Your continued use of the Platform and/or Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Platform and/or Services.
- THE PLATFORM
Exchago is an on-line blockchain based location marketplace and social networking platform, which provides a comprehensive marketplace services, including, among others, managment of profile, personal secured wallet, pay for business by COFC token for Users using the Platform, in accordance with the terms and conditions hereunder. Users acknowledge and agree that Exchago reserves the right to change, suspend, improve or discontinue any aspect, feature or capability of the Platform and/or Services, temporarily or permanently, at any time, at Exchago’s sole discretion.
- GRANT OF LICENSE
Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, personal license to use the Platform for the performance of the Services for as long as your Account in the Platform is active or has not been terminated. Exchago reserves all rights not expressly granted herein in the Platform and/or Services. Users acknowledge and agree that Exchago may terminate this license at any time for any reason or for no reason at all.
- USE OF THE PLATFORM
- In order to use the Platform and/or the Services, You will need to register with Exchago and create an account (the “Account”). Your Account gives you access to the Platform and Services that we may establish and maintain from time to time and in our sole discretion. In connection with your registration process to open the Account we will require certain information from You such as: name, address, phone number, email, and so forth. You are not obligated to provide us with any formation, however, failure to provide all or part of the information might prevent us from providing You with the Services or use of the Platform.
- You acknowledge and agree that during the registration of an Account Exchago may require You to provide certain documents, such as copy of your government issued I. D., Passport and/or proof of address etc., for the purpose of identity verification as part of “know your client” processes required under applicable laws or regulations. Failure to provide such documentation or information may lead to suspension or termination of your Account. You acknowledge that these documents and/or information are used specifically for compliance with money laundering, terrorist financing, fraud and other financial laws and regulations applicable to the Platform and/or Services and can assist us in detection of authorized or unlawful activity within our Platform. In addition to providing us with such documents and/or information, to facilitate compliance with applicable laws and regulations, You agree that Exchago might be required to keep a record of such documentation even after your Account has been terminated, in accordance with the requirement of applicable laws and regulations. You also hereby provide us with your express authorization to make inquiries, either directly or through third parties, that are deemed necessary to verify your identity or to protect You and/or us against financial crimes such as fraud, unless prohibited by applicable laws and regulations.
- You hereby confirm that any documents or information provided by You in connection with your registration or your Account are correct, updated and authentic. Following your registration, You must verify that such information is accurate, complete and updated in a timely manner with any required changes. In the event Exchago have any reasonable doubt that any information provided by You is incorrect, untruthful, outdated or incomplete, Exchago shall have the right to send you a notice to demand corrections, removal relevant information directly and, as the case may be, terminate all or part of Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of Platform or Services if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date and update Exchago as soon as practicable if there are any changes.
- By providing Exchago with your email address, You hereby explicitly consent to our use of your email address to send you Platform or Services-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your “Settings” on the Platform to opt out of the Platform or Service-related communications. It is hereby clarified that Services-related notices shall not include marketing notices unless explicitly agreed by User in advance.
- USE RESTRICTIONS
- Exchago may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Platform or Services without notice and liability, if, in Exchago’s sole determination, You violated any of the Terms, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform or Services; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) engaging in any type of market manipulation, including, among others, self-trading, front running, pump and dump schemes, and spoofing and layering, and the like, regardless of whether it is prohibited by law; (iv) uploading invalid data, viruses, worms, malicious code or other software agents through the Platform or Services; (v) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (vi) interfering with the proper functioning of the Platform or Services; (vii) bypassing the measures we may use to prevent or restrict access to the Services; (viii) create a database by systematically downloading and storing all or any content from the Platform or Services; or (ix) using the Services for any illegal, unlawful or unauthorized purpose, encouraging criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit. Upon termination for any reason, You continue to be bound by the foregoing restrictions on use with respect to the Platform or Services.
The Platform or Services are intended solely for Users who are eighteen (18) years of age or older, and any registration, use or access to the Platform or Services by anyone under eighteen (18) years of age is unauthorized, unlicensed, and in violation of the Terms. Exchago may terminate your Account, delete any content or information that You have posted on the Platform or Services, and/or prohibit You from using or accessing the Platform or Services (or any portion, aspect or feature of the Services) for any reason, if it believes that you are under eighteen (18) years of age.
You agree to pay Exchago the fees Exchago determines for the Services as displayed within the Platform or as provided to You otherwise (in the event of an offline transaction, if applicable), as periodically updated by Exchago at Exchago’s discretion (the “Fees”). The updated Fees will apply prospectively to any Trades (as defined below) or other transactions that take place following the display of such Fees in the Platform. You authorize Exchago to remove Tokens (as defined below) from your Exchago Wallet (as defined below) for any applicable fees owed by you under these Terms.
- RESTRICTIONS ON USE OF THE PLATFORM AND SERVICES
- You retain all rights to, and are entirely responsible for, the content you post to the Platform or Services. When you post content to the Platform or Services, You represent and warrant that your access to and use of the Platform or Services will be in accordance with the Terms and with any applicable laws or regulations; You agree not to attempt to reverse engineer, decompile or disassemble any of the software embodied in the Platform or Services or use the Services in a manner which infringes another person’s rights in any way, including privacy rights.
- You may not use the Platform or Services if You are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of the Platform or Services would require a specific license to be obtained by you or by Exchago. You hereby represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction.
- You may not use the Platform or Services if You are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of the Platform or Services would be illegal or otherwise violate any applicable law. You hereby represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction, and that you are not on any trade or economic sanctions list. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where Exchago has determined, at its sole discretion, to prohibit use of the Platform or Services. Exchago may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section.
- RISK DISCLOSURES, ASSUMPTION OF RISKS, RELEASE OF Exchago
- you are aware, acknowledge and agree that prior to purchasing digitalcurrency or trading cryptocurrency, you must ensure that the nature, complexity and risks inherent in the trading of digitalcurrency are suitable for your objectives in light of your circumstances and financial position. you should not purchase digitalcurrency unless you understand the extent of your exposure to potential loss. you are responsible for all the risks and financial resources you use and for the chosen trading system. if you do not fully understand these risks you must seek independent advice from your financial or legal advisor. all trading strategies are used at your own risk.
- Without derogating from the foregoing, You hereby acknowledge and agree that trading cryptocurrency, cryptographic tokens and other digital rights or assets (the “Tokens”) and use of other Services provided by Exchago, involve significant risks, uncertainties and potential for financial losses, including, among others, the following risks:
- digitalcurrency exchange rates have exhibited strong volatility to date and you understand that the extent of exposure to potential loss could extend to your entire digitalcurrency investment.
- The features, functions, characteristics, operation, use and other properties of any Token and the software, networks, protocols, platforms, systems, and other technology used to administer, create, issue, transfer, cancel, use or transact in any Token may be complex, technical or difficult to understand or evaluate.
- Any Token may be cancelled, lost or double spent, or otherwise lose all or most of its value, due to forks, rollbacks, Security Incident (as defined below), changes to token properties or failure of the Token to operate as intended.
- Any Token and its underlying technology may be vulnerable to attacks on the security, integrity or operation of the Token or its underlying technology (each, a “Security Incident”), including Security Incident using computing power sufficient to overwhelm the normal operation of a blockchain or other underlying technology.
- Any Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other form of government action. Government regulation of Tokens is unsettled and rapidly evolving.
- Exchago may suspend or cease to support the transfer, storage or trading of any Token at any time at Exchago’s sole discretion. You acknowledge that other exchanges and service providers may do the same.
- Exchago may not support meta-coins, colored coins or other Tokens, or their related side chains or other underlying technology that are based on a fork, enhancement, or derivative of a different Token or underlying technology (each such Token, a “Derivative Token”) even if the Derivative Token is based on a Token or a blockchain that is supported by Exchago.
- Any Token or underlying technology may change or otherwise cease to operate as expected due to a change made to its underlying technology, a change made using features or functions built into the underlying technology or a change resulting from a Security Incident. These changes may include, without limitation, a “fork” or “rollback” of a Token or blockchain.
- Exchago may suspend or reject your transaction requests, suspend or cease support for Tokens, or suspend or terminate your access to the Services to comply with applicable laws or regulations or an order from law enforcement or other governmental authority, for other reasons as specified in these Terms or otherwise at Exchago’s sole discretion.
- Any Token may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to token properties or perceived value of token properties, Security Incidents, suspension or cessation of support for a Token by Exchago or other exchanges or service providers, and other factors outside the control of Exchago.
- The aforementioned risks set forth in this Section 8 may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial benefits available to other Token holders, and other financial losses to you. You hereby assume, and agree that Exchago will have no responsibility or liability for, any such risks. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to You, against Exchago and its affiliates and its respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.
- you represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any tokens that you decide to acquire or trade; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any token or trade. you accept the risk of trading tokens by using the platform or services and are solely responsible for conducting your own independent analysis of the risks specific to the tokens and the services. you should not acquire or trade any tokens unless you have sufficient financial resources and can afford to lose all value of the tokens.
- Exchago’s decision to support the transfer, storage or trading of any particular Token through the Platform or Services does not indicate Exchago’s approval or disapproval of the Token or the integrity, security or operation of the Token or its underlying technology. The risks associated with Tokens and trading Tokens apply notwithstanding Exchago’s decision to support any particular Token.
- You hereby acknowledge and agree that Exchago does not provide trading advice, does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of any Token for trading or ownership by you.
- PROPERTY RIGHTS
- The Platform and/or Services and any materials related thereto, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Exchago IP”), and all intellectual property rights related thereto, are the exclusive property of Exchago and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Platform or Services. Use of the Exchago IP or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited.
- You may choose to, or we may invite you to, submit comments, feedback or ideas about the Platform or Services, including without limitation, about how to improve the Platform or Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Exchago under any fiduciary or other obligation, that we are free to disclose the Feedback on a non-confidential basis to anyone or otherwise use the Feedback without any additional compensation to you.
- Without derogating from the foregoing, by submitting a Feedback or any related material that would be subject to intellectual property rights to Exchago, you hereby grant to Exchago an irrevocable, non-exclusive, perpetual, worldwide, royalty free license to use, incorporate or create derivative works of any such Feedback or any related material or any part thereof, in connection with the Platform and/or Services or any other business purpose of Exchago. Furthermore, you hereby irrevocably waive any moral rights to the fullest extent permitted under applicable law that you may have in such Feedback or any related materials and are representing and warranting to Exchago that such Feedback or any related material are wholly original, that no one else has any rights in such Feedback or any related material, without obtaining permission or license from any third party.
- ACCOUNT; ACCOUNT FUNDING
- In order to engage in a Trade (as defined below) You must first transfer Tokens that are supported by the Platform or Services or fiat currencies that are supported by the Services to your Account. The Services associated with your Account include a wallet service provided by Exchago (the “Exchago Wallet”). The Exchago Wallet will permit you to generate one or more addresses to which Tokens may be transferred from an account, wallet or address not hosted or controlled by Exchago or a bank account at a financial institution (the “External Account”). Exchago may require that you verify your control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and your Exchago Wallet or your Account (any such External Account, an “Verified External Account”).
- You may periodically at your discretion transfer from a Verified External Account to your Exchago Wallet any Tokens that are supported for transfer and storage using the Platform or Services. If you transfer to your Exchago Wallet any Tokens that are not supported by the Platform or Services, such Tokens may be permanently lost. You may periodically, at your discretion, transfer fiat currencies that are supported by the Platform or Services from a Verified External Account to your Account for transfer and storage using the Platform or Services. You will not be entitled to receive any interest or other fees on any fiat currency held in your Account or any Tokens held in your Exchago Wallet, even if Exchago receives interest or other fees from any third parties.
- You are required to retain in your Exchago Wallet a sufficient quantity of Tokens and in your Account a sufficient quantity of fiat currency necessary to satisfy any open orders (and applicable Exchago fees). In addition, there may be limits on the amounts that you are able to withdraw on a daily or other periodic basis. Otherwise, you may periodically at your discretion withdraw Tokens by transferring Tokens from your Exchago Wallet to an address not controlled by Exchago (“Outside Address”), and you may withdraw fiat currency by transferring fiat currency from your External Account to a Verified External Account. Exchago may require you to verify that any Outside Address to which you seek to transfer Tokens is associated with a Verified External Account or controlled by you.
- You hereby expressly authorize Exchago to use your Exchago Wallet to send to any Outside Address specified by You using the Platform or Services, the number of Tokens specified by You using the Platform or Services. Exchago is not able to reverse any transfers and will not have any responsibility or liability if you have instructed Exchago to send Tokens and/or fiat currency to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Token or fiat currency. You hereby expressly authorize Exchago to use your Account to send to any Verified External Account specified by You using the Platform or Services, the amount of fiat currency specified by you using the Platform or Services.
- You will be responsible for: (a) paying all fees charged by any third party service provider associated with any Verified External Account or External Account as well as for paying any fees charged by Exchago for any transfers; (b) ensuring that any inbound and outbound transfers are handled in compliance with Exchago requirements, third party service provider requirements or Token requirements; (c) ensuring that the address to which any Tokens are to be transferred is properly formatted and suitable for the type of Token being transferred; and (d) ensuring that there are no errors in any of the transfer instructions you provide using the Services. In the event You fail to comply with any requirements of this Section 10, the transferred Tokens or fiat currency, as applicable, may be permanently lost. The timing for completing any transfer will depend on third party actions that are outside the control of Exchago, and Exchago makes no guarantee regarding the amount of time it may take to complete any transfer. Exchago may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Tokens into or out of your Exchago Wallet or fiat currency into or out of your External Account in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at Exchago’s sole discretion.
- You acknowledge and agree that if your Account has been inactive and you have not responded to reasonable attempts by Exchago to contact you for a period of 7 years (as defined by the relevant statutes), Exchago may have an obligation to report any Tokens in your Exchago Wallet or any fiat currency in your Account to the applicable governmental entity as unclaimed property. If this happens, Exchago will attempt to contact you using the contact information provided by you. If you do not respond, Exchago may be obligated to turn over any Tokens in your Exchago Wallet or any fiat currency in your Account to the applicable governmental entity after deducting any fees payable to Exchago.
- If Exchago receives notice that any Tokens held in your Exchago Wallet are alleged to have been stolen or otherwise are not lawfully possessed by You, Exchago may, but has no obligation to, place a hold on the affected Tokens or your Exchago Wallet. If Exchago does place a hold on some or all of your Tokens, Exchago may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Exchago has been provided to Exchago in a form acceptable to Exchago. Exchago will not involve itself in any such dispute or the resolution of the dispute. You agree that Exchago will have no liability or responsibility for any such hold, or for your inability to withdraw Tokens or execute Trades during the period of any such hold.
- Exchago retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Token using the Platform or Services, and may discontinue or terminate any support for any Token at any time for any or no reason (the “Discontinued Tokens”). Unless otherwise required by law or law enforcement, Exchago will use commercially reasonable efforts to provide you with a prior notice of at least 30 days in advance so as to allow you with an opportunity to transfer the Discontinued Tokens from your Exchago Wallet to an Outside Address. If you do not transfer the Discontinued Tokens out of your Exchago Wallet prior to cessation of support for the Discontinued Tokens by Exchago, the Discontinued Tokens may be lost due to your inability to access, transfer or otherwise control the Discontinued Tokens. Exchago will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any such Discontinued Tokens.
- EXCHANGE ORDERS AND TRADES
- Orders; Fees. For the purpose of these Terms, a “Trade” shall mean an exchange of Tokens, or an exchange of fiat currency for Tokens, in each case for which trading is supported by the Services between you and another user of the Services or the Platform or Exchago itself, whereby you dispose of certain Tokens or fiat currency and acquire different Tokens or fiat currency.
An “Order” is created when you enter an instruction to affect a Trade using the Services. When you enter an Order you authorize Exchago to execute a Trade on a spot basis for all or a portion of the number of Tokens or the amount of fiat currency specified in your Order in accordance with such Order. You agree to pay Exchago any applicable Fees for Trades and authorize Exchago to deduct any such Fees from your Exchago Wallet.
- No Broker or Fiduciary Relationship. You acknowledge and agree that Exchago is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to You in connection with any Trades or other decisions or activities effected by you using the Platform or Services. No communication or information provided to You by Exchago is intended as, or shall be considered or construed as, advice, recommendation or financial guidance of any kind. Please refer to Section 8 for a summary of some of the risks you should consider when choosing whether to use our Platform or Services.
- Order Confirmation. Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including type and amount of Tokens you are seeking to dispose of, the type and amount of Tokens or fiat currency that you are willing to accept in exchange for the Tokens or fiat currency you are seeking to dispose of, Exchago’s estimated Fees if the entire Order were to be executed, and the total number and type of Tokens or the amount of fiat currency, as applicable, that will be transferred out of your Exchago Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Platform or Services. Notwithstanding the foregoing, You agree that the failure of the Platform or Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Trade completed based on such Order.
- Order Matching and Trade Execution. Upon placement of an Order, your Account will be updated to reflect the open Order and your Order will be included in Exchago’s order book for matching with Orders from other users of the Services and the Platform. If all or a portion of your Order is matched with another user, the Services will execute a Trade. Upon execution of a Trade, your Account will be updated to reflect that the Order has either been closed due to having been fully executed, or updated to reflect any partial fulfillment of the Order. Orders will remain open until fully executed or cancelled in accordance with these Terms. For purposes of effectuating a Trade, you authorize Exchago to take temporary control of the Tokens that you are disposing of in the Trade.
- Cancellations. You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another User. Once your Order has been matched with an Order from another User, you may not change, withdraw, or cancel your authorization for Exchago to complete such Order. If any order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Exchago reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.
- Insufficient Tokens or Fiat Currency. You hereby acknowledge and agree that in the event you have an insufficient amount of Tokens in your Exchago Wallet or an insufficient amount of fiat currency in your Account to fulfill an Order, Exchago may cancel the entire Order or may fulfill a partial Order that can be covered by the Tokens in your Exchago Wallet or by the fiat currency in your Account (in each case after deducting any fees payable to Exchago in connection with the Trade).
- Exchago may, at its option and discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which Exchago has discovered that there was an error, whether such error was by You, Exchago or a third party. You hereby expressly authorize Exchago to attempt any such correction, reversal or cancellation described herein. Exchago provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for the error or any correction attempt.
- DISCLAIMER; NO WARRANTY
- none of the content published on the platform or services constitutes a recommendation that any particular digitalcurrency (or digitalcurrency token/asset/index), portfolio of cryptocurrencies, transaction or investment strategy is suitable for any specific person. none of the content published on the platform or services constitutes advice, recommendation or financial guidance. none of the information providers or their affiliates will advise you personally concerning the nature, potential, value or suitability of any particular security, portfolio of securities, transaction, investment strategy or other matter.
- the platfrom or services are provided on an “as is”, “as available” and “with all faults” basis. use of the platform or services is at your own risk. the platform or services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. without limiting the foregoing, Exchago, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable or correct; that the platform or services will meet your requirements; that the platform or services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the platform or services are free of viruses or other harmful components. any content downloaded or otherwise obtained through the use of the platform or services are downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download.
- Exchago does not warrant, endorse, guarantee, or assume responsibility for any product or services offered by a third party through the platform or services or any hyperlinked website or services and Exchago will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
- THIRD-PARTY WEBSITES OR SERVICES
We have implemented commercially accepted technical and organizational measures designed to secure your personal data from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal data and Content for improper purposes. You acknowledge that you provide your personal data at your own risk.
You agree to defend, indemnify and hold harmless Exchago and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal and advisory fees) arising from: (i) your use of and access to the Platform or Services, including any data or work transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of any country as applicable to you and Exchago; (v) any claim or damages that arise as a result of any of your User Content submitted via your Account; or (vi) any other party’s access and use of the Platform or Services with your unique username, password or other appropriate security code.
- LIMITATION OF LIABILITY
to the maximum extent permitted by applicable law, in no event shall Exchago, its affiliates, directors, employees or its licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, the platform or services. under no circumstances will Exchago be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the platform, services or your account or the information contained therein.
to the maximum extent permitted by applicable law, Exchago assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal data stored therein; (iv) any interruption or cessation of transmission to or from the platform or services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our platform or services by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the services; and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third party. in no event shall Exchago, its affiliates, directors, employees, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding $500. this limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Exchago has been advised of the possibility of such damage. the foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
the foregoing disclaimer of warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.
- PRIVACY AND DATA PROTECTION
- EFFECT OF TERMINATION
In the event of discontinuation of all Services, a partial termination rendering your use of the services not possible or other termination of your right to access all Services or deactivation of your Account: (a) all amounts payable by You to Exchago will immediately become due; (b) Exchago may delete or deactivate your Account and all related information and files in such account without liability to you; (c) Exchago may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination; and (d) all licenses or rights provided hereunder shall terminate immediately. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Tokens, Exchago will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a period of at least 30 days to remove the affected Tokens from your Exchago Wallet and any fiat currency from your Account
- ELECTRONIC NOTICE
- You hereby expressly consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively the “Communications”) that Exchago provides in connection with these Terms, your Account or any Services. You agree that Exchago may provide these Communications to you by posting them via the Platform or Services, by emailing them to you at the email address You provide, sending them using an app or other messaging service to your Account or any other private section attributed to you within the Services. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact Exchago’s Support Team to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below) by filing a support request at firstname.lastname@example.org
- You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our support team by filing a support request at email@example.com . If you decline or withdraw consent to receive electronic Communications, Exchago may suspend or terminate your use of the Platform or Services.
- COMPLIANCE WITH LAWS; TAXES
You are responsible for complying with all applicable laws related to your trading activities and other use of the Platform or Services, including without limitation any reporting obligations and payment of all applicable taxes.
You hereby acknowledge, understand and agree that: (i) the use of the Platform or Services or the purchase and sale of Tokens may have tax consequences; and (ii) you are solely responsible for your compliance with any tax obligations you may have. You shall, in addition to the other amounts payable under these Terms, pay all applicable taxes, which are levied or imposed by reason of your use of the Platform or Services. You agree to indemnify, defend, and hold Exchago and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal and advisory fees) arising from your failure to report or pay any such taxes, duties, levies or assessments.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Exchago without restriction.
- DISPUTE RESOLUTION
- With the exception only of disputes related to the enforcement or validity of Exchago’s intellectual property rights, all disputes, controversies or claims arising out of or relating to these Terms, the Platform or the Services, will be resolved through confidential binding arbitration. Such confidential binding arbitration shall be held in Haifa, Israel (“English Arbitration”) in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of JAMS or waived your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
- You agree that by using the Services you are engaging in sophisticated transactions. You further agree that (i) you are a sophisticated party with sufficient knowledge, understanding, and experience, either independently or together with any advisor or lawyer which the you have been advised by, in financial and business matters, and of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token wallets and other token storage mechanisms, public and private key management, blockchain technology, and blockchain-based software systems, to understand these Terms, and such knowledge, understanding, and experience enables you to evaluate the merits and risks of using the Services, including but not limited, to the matters set forth in these Terms; (ii) you are able to bear the risk of your use of the Services; and (iii) you have a full understanding of all of the terms, conditions and risks of your use of the Services and you are willingly assuming those terms, conditions and risks. You further agree that using the Exchago Services is not an ordinary or essential consumer transaction or service. Each of you and Exchago disclaims the applicability of any and all JAMS Consumer Rules, including but not limited to, the JAMS Consumer Minimum Standards of Procedural Fairness. By agreeing to these Terms you are agreeing that (1) any rules, laws, or regulations governing “consumer” arbitrations are not applicable to the subject matter hereof, (2) arbitration of any dispute arising out of or relating to your use of the Services will be in Haifa, Israel in the Hebrew language, and (3) you specifically waive any right to arbitrate in any other location, including your hometown.
- You agree that any dispute arising out of or related to these Terms or the Services is personal to you and Exchago and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. The arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The award shall be final and binding and there shall be no appeal. You agree that for any arbitration, the party filing the claim will pay the filing fee and the parties will split the remaining fees and costs of JAMS, as applicable. Judgment upon any arbitration award may be entered and enforced in any court of competent jurisdiction. Otherwise, You and Exchago agree that the competent courts in Haifa, Israel have exclusive jurisdiction over any appeals and the enforcement of an arbitration award rendered in Israel.
- with respect to disputes subject to arbitration pursuant to this section 23, both you and Exchago are giving up the right to litigate (or participate in as a party or class member) those disputes in court before a judge or jury.
- GOVERNING LAW
These Terms shall be governed by the laws of Israel, without respect to its conflict of laws principles. Any claim or dispute between you and Exchago that arises in whole or in part from the Services, that cannot be resolved in arbitration in accordance with these Terms, shall be decided exclusively by a court of competent jurisdiction located in Haifa, Israel.
If you violate any of these Terms, Exchago may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. Exchago shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by Exchago pursuant to this paragraph. Any right or remedy of Exchago set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under statute, at law or in equity.
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Exchago’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
- INTELLECTUAL PROPERTY INFRINGEMENT
Exchago has a policy of limiting access to our Platform or Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Platform or Services infringes any copyright that you own or control, you may notify Exchago support team at: [firstname.lastname@example.org]. Also, please note that if you knowingly misrepresent that any activity or material on our Platform or Services is infringing, you may be liable to Exchago for certain costs and damages.
- ENTIRE AGREEMENT/SEVERABILITY
These Terms, together with any other legal notices and agreements published by Exchago via the Platform or Services, shall constitute the entire agreement between You and Exchago concerning the Platform or Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.