IMPORTANT: By creating or funding a Digital Tokens Wallet or accessing or using any of the Services (each as defined below), you acknowledge that you have read, understand, and completely agree to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service or with any subsequent amendments, changes or updates, you may not access or use any of the Services, and if you do access or use any of the Services, you will be bound by these Terms of Service, as updated and amended from time to time; your only recourse in the case of your unwillingness to be bound by these Terms of Service is to stop using all of the Services. These Terms of Service were last updated on January 3, 2020.
Only eligible persons are permitted to access or use the Services. Any Person that is not eligible that utilizes the Services or that accesses the Site will be in breach of these Terms of Service and may have any Fiat, Digital Tokens, funds, proceeds or other property, confiscated (all as defined below).
These Terms of Service apply to users of FXADK.com (all web pages at such address are sometimes referred to as the “Site”). You should read these Terms of Service carefully to determine which provisions apply to you. These Terms of Service should be read in conjunction with the terms of service applicable to other web pages of the Site, which will apply to you in respect of the services identified, which shall be in addition to these Terms of Service and shall not be exclusive. For example, use of: (a) the Derivatives web pages of the Site and the trading of any derivative products are governed by Derivative Terms of Service, and (b) the Token Sales web pages of the Site and the purchase of any project tokens are governed by the Token Sales Terms of Service, which shall be in addition to these Terms of Service and shall not be exclusive. By funding a Digital Tokens Wallet or accessing or using any of the services, functions, or features offered from time to time on the Site (collectively or individually, the “Services”), the user (referred to herein as “you” or “your”) agrees to these Terms of Service.
These Terms of Service, together with the incorporated materials, constitute the entire agreement and understanding with respect to the access or use of any or all of the Services, and any manner of accessing them via the Site, between you and one of the following FXADK parties:
a) BlockSwap Inc (“BlockSwap”), unless you meet one or more of the criteria in paragraph (b); or,
b) FXADK LTD. (“FXADK”) if you meet one or more of the following criteria:
1) you are a U.S. Person, as defined below; or
2) you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of any of the Services.
If any of the criteria set out in paragraph (b)(1) through (b)(2) above apply, then you are a “FXADK Customer.” Otherwise, you are a “BlockSwap Customer.”
Important: Please do not use any deposit addresses created before August 9, 2016 at 19:00:00 UTC to deposit any Digital Tokens to or on the Site. Use only addresses generated by and on the Site after August 9, 2016 at 19:00:00 UTC. Among other limitations of liability, FXADK cannot and shall not be responsible or liable for any deposits to any Digital Tokens Wallet(s) or Digital Tokens Address(es) created before August 9, 2016 at 19:00:00 UTC.
PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT REQUIRES ALL FXADK CUSTOMERS TO BRING ANY CLAIMS AND TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY UTILIZING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
The Services are complex and carry a high level of risk and are not appropriate for users who do not possess the appropriate level of knowledge and experience to deal in them. FXADK is under no obligation to assess the suitability of the Services for users and any comment or statement which may be made by FXADK or any of its Associates as to the suitability of the Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.
These Terms of Service may be amended, changed, or updated by FXADK at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Terms of Service is current and correct. Your non-termination or continued access or use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes, or updates.
The access or use of the Site and any of the Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
“Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
“AML” means anti-money laundering, including, but not limited to, all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including, but not limited to, the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;
“Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
“Associates” means FXADK and each and every one of its shareholders, directors, officers, Affiliates, employees, contractors, agents, partners, insurers, and attorneys who or that are acting or performing or has acted or performed services for the benefit of or on behalf of the Site;
where you are a U.S. Person, or you make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services, FXADK; and,
where you are not a U.S. Person, and you do not make a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through any U.S. Financial Institution to facilitate the provision of the Services, BlockSwap;
“FXADK Customer” has the meaning set out above at clause a);
“BlockSwap Customer” has the meaning set out above at clause b);
“Copyrights” has the meaning set out in paragraph 15 of these Terms of Service;
“CPR Rules” has the meaning set out in paragraph 11.4 of these Terms of Service;
“CTF” means counter-terrorist financing;
“Digital Tokens” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as bitcoins, Litecoins, and ethers;
“Digital Tokens Address” means an alphanumeric identifier that represents a potential destination for a Digital Tokens transfer, which typically is associated with a user’s Digital Tokens Wallet;
“Digital Tokens Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s Digital Tokens Address, Digital Tokens balance, and cryptographic keys;
“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Site;
“Eligible Contract Participant” has the meaning set out in Section 1a(18) of the United States Commodity Exchange Act and Rule 1.3 of the United States Commodity Futures Trading Commission, each as amended;
“FATF” means the Financial Action Task Force;
“FIA” means the Financial Investigation Authority of the British Virgin Islands;
“Fiat” means the money or currency of any country or jurisdiction that is:
designated as legal tender; and,
circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
“Financing Order Book” has the meaning set out in paragraph 3 of these Terms of Service;
“Financing Provider” means any provider of financing from and on her own account on the Site;
“Financing Recipient” means any recipient of financing from a Financing Provider on the Site;
“FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
“Government” means any national, federal, state, municipal, local, or foreign branch of government, including, but not limited to, any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including, but not limited to, any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
“Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Services or any transaction entered into under these Terms of Service;
“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
“Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site;
“Lien” has the meaning set out in paragraph 5 of these Terms of Service;
“Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, but not limited to, attorneys’ fees or the costs of any claim or suit), including, but not limited to, any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
“Marks” has the meaning set out in paragraph 15 of these Terms of Service;
“OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
“Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);
“Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), the Government of Venezuela, Iran, Pakistan, Syria or Crimea (a region of Ukraine annexed by the Russian Federation);
“Prohibited Person” means any U.S. Person; any citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; and any Sanctioned Person.
“Prohibited Use” has the meaning set out in paragraph 13 of these Terms of Service;
“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including, but not limited to, the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), or the United Nations;
“Sanctioned Person” refers to any Person or Digital Tokens Address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Laws;
“Terms of Service” means these terms and conditions of service, as they may be changed, amended, or updated from time to time, including the following Site policies and pages: the Api terms of services the Risk disclosure statement the Anti-spam policy the Law enforcement requests policy and the Fees schedule
“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including, but not limited to, United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; and common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
“Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);
“Third-Party Services” has the meaning set out in paragraph 18 of these Terms of Service;
“Trading Order Book” has the meaning set out in paragraph 3 of these Terms of Service;
“United States” or “U.S.” means the several states of the United States and the District of Columbia;
“U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, individual who meets the “substantial presence” test described in section 7701(b)(3) of the U.S. Internal Revenue Code of 1986 (as amended), protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government;
“User Submissions” has the meaning set out in paragraph 10 of these Terms of Service;
“U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits; (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits; or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;
“U.S. Person” means:
a U.S. Citizen or U.S. Resident;
a corporation, partnership, or other entity established or organized in or under the Laws of the United States;
any estate of a decedent who was a U.S. citizen or a U.S. Resident;
any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person.
“you” or “your” means the user.
Headings: The headings and sub-headings in these Terms of Service are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
Extended Meanings: Unless otherwise specified in these Terms of Service, words importing the singular include the plural and vice versa and words importing gender include all genders.
Governing Law: These Terms of Service shall be governed by and construed and enforced in accordance with the Laws of the British Virgin Islands, and shall be interpreted in all respects as a British Virgin Islands contract. Any dispute, controversy, claim or action arising from or related to your access or use of the Site or these Terms of Service likewise shall be governed by the Laws of the British Virgin Islands, exclusive of choice-of-law principles.
2. Right to Use the Site: If you (a) have a Digital Tokens Wallet, (b) are not a Prohibited Person, (c) do not operate your Digital Tokens Wallet for the benefit of a Prohibited Person and (d) comply with these Terms of Service, FXADK grants you the limited right to use the Services. The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights or the Marks. FXADK may suspend or terminate the provision of Services to you, your Digital Tokens, Digital Tokens Wallet, or to any of your Digital Tokens Address, or to freeze or terminate your Digital Tokens Wallet, at its sole discretion, as required by applicable Laws or where FXADK determines that you have violated, breached, or acted inconsistent with any of these Terms of Service.
2.1. Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating a Digital Tokens Wallet in any way or otherwise transacting on or using the Services or the Site.
2.2. No Digital Tokens Wallet may be operated for and no order or transaction in a Digital Tokens Wallet may be for the financial or other benefit of a Prohibited Person.
2.3. With respect to any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in paragraphs 2.1 and 2.2 are governed by the terms of paragraph 184.108.40.206 and will be applied at the entity level.
3. Trading and Financing Activities: The Site is a trading environment for the spot purchase and sale of Digital Tokens. The Site permits both unfinanced and financed transactions. Unfinanced purchases are fully funded by trading participants through Fiat funds deposited by you from a Digital Tokens Address or otherwise into a Digital Tokens Wallet. For example, if you deposit $100.00 into your Digital Tokens Wallet on the Site, you may then purchase $100.00 worth of Digital Tokens in an unfinanced transaction. Purchases and sales of Digital Tokens Wallet on the Site, whether in an unfinanced transaction or a financed transaction, are settled by actual delivery of the full amount of the Digital Tokens by the seller to the purchaser’s Digital Tokens Wallet against payment in full by the purchaser to the seller’s Digital Tokens Wallet.
Important: Financing is not allowed where prohibited by applicable Laws. Furthermore, every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating a Digital Tokens Wallet in any way or otherwise transacting on or using the Services or the Site.
3.1. Any U.S. Person is prohibited from using the Site or any Services, including, but not limited to, exchange trading services using a Digital Tokens Wallet on the Site. Exceptions to this policy may be made by FXADK, in its sole discretion, for Eligible Contract Participants only, which shall be solely FXADK Customers. Notwithstanding the granting of an exception, such Eligible Contract Participants shall not be permitted to be Financing Providers or Financing Recipients.
For the avoidance of doubt, as defined above, U.S. Persons (including but not limited to United States Citizens or United States Residents) are prohibited from using the Site or any Services, including but not limited to exchange trading services. In addition, where you are not a U.S. Person, but FXADK knows or has reason to know that you are making a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services to you, then you may be regarded as a FXADK Customer and prohibited from using the Site or any Services, at the sole discretion of FXADK.
3.2. Financed transactions in Digital Tokens are permitted through the Site’s platform-enabled, peer-to-peer financing functionality. Financing Providers may offer financing for Digital Tokens trading by others from and on their own Digital Tokens Wallet if they so choose. Financing Recipients may accept financing from Financing Providers for up to 70% of the value of a Digital Tokens purchase. For example, if you deposit $30.00 to the Site, you may then obtain financing in an amount not exceeding $70.00 in order to buy $100.00 worth of Digital Tokens in a financed transaction. In other words, you may accept financing equal to a maximum total Digital Tokens-to-equity ratio of 3 1/3 to 1.
3.3. Shorting of Digital Tokens is another type of financed transaction permitted on the Site. In a typical ‘long sale’ of Digital Tokens, the seller enters into a regular spot trade of Digital Tokens and settles the transaction by delivering Digital Tokens that the seller owns outright. In a ‘short sale’ of Digital Tokens, the seller also enters into a regular spot sale of Digital Tokens, except that the transaction is settled by delivering Digital Tokens that the seller has borrowed.
3.4. Digital Tokens can be borrowed for purposes of short sales through the Site’s peer-to-peer financing functionality. The Digital Tokens borrower may seek offers or make a bid to borrow Digital Tokens on the Financing Order Book. Digital Tokens borrowers are not permitted to borrow more than 70% of the Digital Tokens sold in a short sale. The Fiat proceeds of any short sale serve as collateral for the borrowing of the Digital Tokens until those Digital Tokens are repaid.
3.5. FXADK enables users to utilize third party peer-to-peer financing from other participants on the Site to trade Digital Tokens. Financing Recipients may obtain financing in one of two general ways: they may place bids for financing on the Site’s separate, peer-to-peer financing order book (the “Financing Order Book”); or, they may elect to be automatically matched through the Site’s order matching engine with one or more Financing Providers on the Financing Order Book at the best prevailing price on the Financing Order Book. Although FXADK is not a party to these financing contracts, FXADK enforces the contracts established between Financing Providers and Financing Recipients on the Financing Order Book.
3.6. The Financing Order Book operates independent of the spot contract trading order book (the “Trading Order Book”). Once the desired financing is secured by a Financing Recipient, both financed and unfinanced transactions on the Trading Order Book are indistinguishable from each other to the trade matching engine.
3.6.1. The amount of the financing, the terms of the financing, and the interest rate are all commercial terms negotiated through the Financing Order Book between Financing Providers and Financing Recipients. For instance, assume that A has $30.00 (in dollars) in her Digital Tokens Wallet on the Site. A obtains $70.00 in financing at X interest rate for Y term on the Financing Order Book (thereby becoming a Financing Recipient) from B, a Financing Provider. With that aggregate amount of $100.00, A may purchase $100.00 in Digital Tokens on the Trading Order Book from C, or from one or more other sellers. A has the right to repay the financing (including any accrued interest) at any time without pre-payment or other penalty. Obtaining financing does not create any obligation to purchase Digital Tokens on the Trading Order Book. A may also replace financing from B at any time with more favorable financing.
3.6.2. In the above example, the Digital Tokens purchased by A (for $100.00) are subject to a Lien in favor of B up to the total amount of financing secured from B ($70.00 plus any interest component). A may remove any amount of Digital Tokens from the Site or the user’s Digital Tokens Wallet that is not subject to the Lien.
3.6.3. A may sell her Digital Tokens and repay the loan. Any profit or loss realised from selling the Digital Tokens shall be settled against A's balances.
3.6.4. Alternatively, A could satisfy the Lien and unencumber the Digital Tokens by repaying the financing used to purchase the Digital Tokens. Unencumbering the Digital Tokens simply refers to the process of using some combination of unrealized gain or additionally deposited Fiat funds, or both, for the purposes of paying off the financing and removing the Lien.
4. Risks and Limitation of Liability: Important: This paragraph is in addition to the Risk Disclosure Statement Trading in Digital Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes and FXADK does not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Digital Tokens Wallet on the Site; and, for knowing the true status of any position or contract with any other party on the Site, even if presented incorrectly by the Site at any time. In the event of any conflict between the information reflected in your Digital Tokens Wallet or elsewhere on the Site and information on the books and records of FXADK, the books and records of FXADK shall control, even if this results in Losses to you or increases your Losses. You acknowledge and agree: to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Services; to be responsible for any negative balance in your Digital Tokens Wallet on the Site; to be fully responsible and liable for all of your obligations with respect to any financing activities on the Site; and, to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Services, including, but not limited to, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details. You have no right whatsoever to claim damages, specific performance, or compensation in any form from FXADK as a result of actions it takes in its administration of the Digital Token market.
There is no guarantee against Losses on the Site. You may lose more than is in your Digital Tokens Wallet if you engage in financing on the Site or if there is a force majeure event. When financing is used for trading, the loan carries risk if, among other things, the value of your Digital Tokens drops. If the value of your Digital Tokens drops below a certain level, you are responsible for responding to this market circumstance with Fiat or additional Digital Tokens satisfactory to FXADK. Failure to respond promptly can result in the forced liquidation of Digital Tokens in your Digital Tokens Wallet. FXADK cannot guarantee to stop losses even with the ability to force-liquidate any of your positions (due to, for example, market volatility and liquidity). FXADK will not be and is not responsible for any Financing Provider losing Fiat funds, or Digital Tokens to any Financing Recipient on the Site or for any Losses incurred by a Financing Recipient or any other party on the Site.
There is no guarantee against Losses on the Site. You may lose more than is in your Digital Tokens Wallet if you engage the Services on the Site or if there is a force majeure event.
5. Role of FXADK: FXADK does not generally act as principal, counterparty, or market-maker in the transactions effected through trading on the Site or in providing financing for financed trading on the Site. However, from time to time, FXADK may choose to do so. When FXADK is transacting on the Site or Services, its orders, trades and other transactions will be treated the same as, or provided lower priority than, other user's orders, trades or other transactions. Additionally, FXADK administers the trading platform for the bids, offers and enforces contracts among Parties engaged in financing activities on the Site. In the event a dispute arises among parities in respect of the Services (including between parties to transactions effected through trading on the Site or financing for financed trading on the Site), FXADK may, at its sole discretion, suspend the provision of Services to you, in whole or in part, pending resolution of the dispute. You hereby irrevocably appoint FXADK to act as your exclusive agent in respect of any contract on the Site in which you are a Financing Recipient. Specifically, you hereby grant FXADK agency, and you authorize and instruct FXADK: to implement, levy, monitor, and maintain a lien on all Fiat amounts and Digital Tokens in your name or control in any Digital Tokens Wallet on the Site in favor of one or more Financing Providers (a “Lien”); and, to liquidate any Digital Tokens or Fiat in your name or control in any Digital Tokens Wallet if necessary to ensure that any Financing Provider on the Site from whom you have obtained financing is repaid in full. From time to time, for certain users of the Services, FXADK may offer account support services (“Account Management”). Account Management will be considered a part of the Services and will be subject to these Terms of Service. FXADK may elect to discontinue Account Management at any time, for any reason, and on any or no notice to you. Account Management will normally be provided remotely and is generally available to discuss technical issues and help you achieve your technical objectives in connection with your use of the Services. Account Management is not, and should never be considered to be advice regarding entering into any particular transaction in connection with the Services.
6. Satisfaction of Liens: If and when you seek to remove all of your Digital Tokens and Fiat funds from your Digital Tokens Wallet and there is a Lien outstanding against any of your Fiat funds or Digital Tokens, FXADK may satisfy the Lien. Aside from the Lien, you agree neither to create nor to have outstanding any security interest whatsoever over any of your Digital Tokens and Fiat funds in your Digital Tokens Wallet.
7. Withdrawals and Deposits: FXADK reserves the right to process and send withdrawals from your Digital Tokens Wallet using Fiat or any one or more Digital Tokens even if you initiate the withdrawal in a different Digital Token or Fiat. In the course of processing and sending any withdrawals in Fiat or one or more Digital Tokens, or when processing and receiving deposits, Digital Tokens Wallet, FXADK may be required to share your user information with other contractual parties, including, but not limited to, financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for FXADK to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release FXADK from any liability, error, mistake, or negligence related thereto.
8. Liquidations and Losses: If the value of your Digital Tokens drops below a certain level or your positions pose a serious threat to the proper functioning of the Digital Tokens market, this may result in certain actions taken by FXADK that are adverse to you. First, FXADK at all times reserves the right to force-liquidate the Digital Tokens in your Digital Tokens Wallet. Where this occurs, your Digital Tokens will be seized by FXADK and used to repay any outstanding amounts due to your Financing Providers. Second, where (i) you have negative equity, (ii) FXADK determines in its sole discretion that, upon liquidation, you would likely have negative equity—that is, you fall below a certain maintenance requirement in one or more of your positions, or a combination of two or more of your positions, or (iii) FXADK determines in its sole discretion that one or more of your positions, or a combination of two or more of your positions pose a serious threat to the proper functioning of the Digital Tokens market including to the price of Digital Tokens, FXADK reserves the right to seize, take over, and assume all of your liabilities and collateral and to dispose of one or more of your positions, or to retain one or more of them, at a profit or loss, at FXADK’s risk and expense. In addition, in this second scenario, if the sum of all your margin positions exceeds a certain value as set out in the Fee Schedule, you may be charged an additional fee, as set out in the Fee Schedule. Further to your responsibility for all trading and financing activity and inactivity on the Site, any action may be taken by FXADK pursuant to this paragraph at any time with or without notice to you, in FXADK’s sole discretion.
9. Inactivity Fee: Where you have not traded on the Site or engaged in any funding activity on the Site for an uninterrupted period of one year, FXADK thereafter reserves the right to charge and obtain from you an inactivity fee of $5.00 per month, with or without notice to you. This fee will be taken from the Digital Tokens and other property that you hold on the Site. This amount and the conditions relating to this fee may be updated from time to time in the Fees schedule.
10. User Submissions: The Site or certain Services may contain member profile pages, forums, groups, and other interactive features that allow users to post, submit, publish, display, or transmit to other users’ content or materials (collectively, “User Submissions”) on or through the Site. You hereby grant FXADK and its Affiliates a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute the User Submissions in any and all media or distribution methods, whether now known or later developed. You agree that you are responsible for, and indemnify and save and hold harmless FXADK and its Associates from, any User Submissions you submit or contribute, and you, not FXADK or its Associates, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. FXADK and its Associates are not responsible, or liable to any Person, for the content or accuracy of User Submissions posted by you or other users of the Site.
11. Resolution of Disputes:
11.1. If you are a BlockSwap Customer, any dispute, claim, controversy or action arising out of or related to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Tokens Wallet, the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against FXADK.
11.2. You irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the British Virgin Islands, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.
11.3. You and FXADK agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one FXADK user cannot and may not affect any other FXADK users.
11.4. If you are a FXADK Customer, any dispute, claim or controversy arising out of or relating to (a) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your Digital Tokens Wallet, the operations and Services of the Site, or (c) your access to or use of the Services at any time, shall be subject to and finally resolved by confidential arbitration before a sole arbitrator in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non Administered Arbitration, as amended from time to time (the “CPR Rules”). The interpretation and enforceability of this arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. Issues of arbitrability and enforceability of this arbitration provision shall be decided by the arbitrator in the first instance. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The seat or legal place of the arbitration shall be San Diego, California, unless otherwise agreed by the parties. The language of the arbitral proceedings shall be English. You agree to the appointment of a single arbitrator selected in accordance with the CPR Rules. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in court. For claims less than $15,000, FXADK shall reimburse you for all initiating filing fees that are in excess of fees you would have paid if you were proceeding in court, provided however, should you be deemed to be the losing Party, the filing fees reimbursed by FXADK shall be added to the final arbitrator’s costs and fees award. The prevailing Party shall be entitled to its costs of the arbitration (including the arbitrator’s fees) and its reasonable attorney’s fees and costs. You and FXADK agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No class arbitration is permitted, and no arbitrator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one FXADK user cannot and may not affect any other FXADK users.
12. JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
13. Prohibited Uses: You may not:
13.1. use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
13.2. use the Site or any Services if any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws and Economic Sanctions Laws, prohibit, penalize, sanction, or expose FXADK to liability for any Services furnished or offered to you or your Digital Tokens Wallet(s) or Digital Tokens Address(es) under these Terms of Service;
13.3. use the Site or any of the Services, or any financial services of a U.S. Financial Institution, whether or not an Associate of FXADK, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including, but not limited to, AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
13.4. use the Site or any Services to evade taxes under the Laws of the British Virgin Islands, the United States, or any other jurisdiction(s) applicable to you or the Site;
13.5. trade or obtain financing on the Site, or use any Services, with anything other than Fiat funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
13.6. use the Site or any Services to interfere with or subvert the rights or obligations of FXADK or the rights or obligations of any other Site user or any other Person;
13.7. post, submit, publish, display, or transmit any User Submission that violates the Terms of Service or the rights of any Person, including, but not limited to, the intellectual property rights of any Person;
13.8. trade using misleading or inaccurate information presented to the Site or to FXADK or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
13.9 use the Site or any Services to engage in conduct that is detrimental to FXADK or to any other Site user or any other Person;
13.10 use the Site or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in the Site or any Digital Token market with the intent of creating the false impression of market depth or market interest;
13.11 falsify any Digital Tokens Wallet, Digital Tokens Address, Site registration, exchange, or administration details provided to FXADK or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;
13.12 post, submit, publish, display, or transmit any User Submission that is likely to deceive any Person;
13.13 falsify or materially omit any information or provide misleading or inaccurate information requested by FXADK or any of its Associates, including, but not limited to, at Site registration or during the course of administering any Services to you;
13.14 cause injury to, or attempt to harm, FXADK, any of its Associates or any Person through your access to the Site or any Services, including, but not limited to, posting, submitting, publishing, displaying, or transmitting any User Submission that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
13.15. promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
13.16. give the impression that a User Submission emanates from or is endorsed by FXADK or its Associates or any other Person if that is not the case;
13.17 have more than one registered identity on the Site, or use any Digital Tokens Wallet on a one-time, ‘throwaway’ basis; any such additional Digital Tokens Wallets or one time ‘throwaway’ Digital Tokens Wallet may be terminated or suspended at the absolute discretion of FXADK;
13.18 where you are subject to prohibitions or restrictions as set forth in paragraph 2, access the Site or use any Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Services using a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
13.19. post, submit, publish, display, or transmit any advertising or promotional material without the prior written consent of FXADK or its Affiliate;
13.20 utilize a Digital Tokens Wallet, any Services or the Site for the financial or other benefit of a Prohibited Person; or
13.21 violate, promote, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.
Any use as described in this paragraph shall constitute a “Prohibited Use”. If FXADK determines or suspects that you have engaged in any Prohibited Use, FXADK may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include, but is not limited to, removing or declining to post any User Submissions you provide, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; confiscation of any Fiat funds, property, proceeds, or Digital Tokens in any Digital Tokens Wallet that you have on the Site; and, suspending or terminating your access to any Services or Fiat funds, property, or Digital Tokens from any Digital Tokens Address or Digital Tokens Wallet. FXADK may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant. In addition, should your actions or inaction result in Loss being suffered by FXADK or any of its Associates, you shall pay an amount to FXADK or the Associate so as to render FXADK or the Associate whole, including, but not limited to, the amount of taxes or penalties that might be imposed on FXADK or the Associate.
14. Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: FXADK is committed to providing safe, compliant, and reputable services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, FXADK insists on a comprehensive and thorough user due diligence process implementation and ongoing analysis and reporting. By agreeing to these Terms of Service, you shall affirmatively certify that you are not a Prohibited Person and are not utilizing a Digital Tokens Wallet for the benefit of a Prohibited Person, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of FXADK or any of its Associates. Additionally, FXADK may assess whether you will make, or intend to make, a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of FXADK. You agree to provide promptly any documentation, information, or records requested by FXADK at any time, including, but not limited to, a self-certification permitting the determination of tax residence and status Tax Information Exchange Laws. Such information may include, but is not limited to, self-certifications as to beneficial ownership and control. FXADK needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and FXADK hereby expressly reserves the right to keep such information, documentation, and records. Based on documentation, information or records provided by you, requested by FXADK, or otherwise available, FXADK in its absolute and sole discretion may determine that you are a BlockSwap Customer or FXADK Customer. Additionally, FXADK monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FIA, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with FXADK or abandon your application to have a Digital Tokens Wallet. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you, your Affiliates, of any of FXADK’s Associates.
FXADK reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Services, or the creation or administration of any Digital Tokens Wallet for or with, any user for any reason (or for no reason) at any time, including, but not limited to, the provisions of paragraphs 13 and 16, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes, but is not limited to, any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, including, but not limited to, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Panama, Serbia, Trinidad and Tobago, Yemen and Zimbabwe); (v) Person that is a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vi) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply; (vii) Person that FXADK determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from a U.S. Financial Institution) in violation of, causing any other Person, including, but not limited to, any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable Laws; and (viii) Person that fails to meet any user due diligence standards, requests, or requirements of FXADK, or otherwise appears to be of high risk, including, but not limited to, any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Digital Tokens Wallet, FXADK may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, FXADK has the absolute discretion to suspend or terminate Services to you immediately.
15. Intellectual Property:
15.1 The trademarks, service marks, and trade names, including, but not limited to, both word marks and design marks (the “Mark(s)”) are used by FXADK under license. You agree not to appropriate, copy, display, or use the Marks or other content without express, prior, written permission from FXADK or the owner of the Marks, including, but not limited to, as a domain name, as social media profile/handle, on a website, in an advertisement, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
15.2 Unless otherwise indicated, all materials on the Site are used by FXADK under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from FXADK or the third-party owner;
15.3 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage FXADK’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on FXADK’s part without prior, express, written consent;
15.4 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by FXADK. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms of Service; and
15.5 The Site and Services are protected by copyright, trademark, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms of Service are reserved. Except as expressly authorized by FXADK, you will not (a) license, su