Effective Date: JAN, 31th, 2019
These Terms of Service and any terms expressly incorporated herein (“Terms”) apply to any access to, or use of, any services made available by NEXTBEX, Inc. (“NEXTBEX”) using the website www.NEXTBEX.com (the “Site”) or our mobile applications, and to any other related services provided by NEXTBEX (collectively, the “Services”). By clicking on an “I Agree” button or check box presented with these Terms or, if earlier, by accessing or using any Services, you agree to be bound by these Terms.
1. MODIFICATION OF TERMS
NEXTBEX may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the “Last Updated” date at the top of these Terms. By clicking on an “I Agree” button or checkbox presented with the modified Terms, or by continuing to access or use of the Services, you confirm your agreement to the modifid Terms. If you do not agree to any modification to these Terms, you must stop using the Services. NEXTBEX encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
2.1. General Requirements
The Services are intended solely for users who are 18 or older and who satisfy the criteria described in these Terms. You represent and warrant that you: have not previously been suspended or removed from using our Services;
2.2. Restricted Locations
You 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 also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where NEXTBEX has determined, at its discretion, to prohibit use of the Services. NEXTBEX may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section 2.2. You will comply with this Section 2.2, even if NEXTBEX’s methods to prevent use of the Services are not effective or can be bypassed.
2.3. Enterprise User
Unless NEXTBEX has provided prior, written approval to use your account for trading on behalf of a corporation or other legal entity (an “Enterprise User”), you will use the Services and your NEXTBEX Account (as defined below) only for your own account and not on behalf of, or for the account of, any third party. If NEXTBEX has approved your account for trading on behalf of an Enterprise User, you will use the Services and your NEXTBEX Account solely for the account of the specified Enterprise User. If you use any Services on behalf of any Enterprise User, you agree to these Terms on behalf of yourself and any such Enterprise User, and you represent and warrant that you have the authority to bind the Enterprise User to these Terms and that both you and the Enterprise User will be jointly and severally liable under these Terms for any violation of these Terms or any other act or omission by the Enterprise User or by you.
3.1. NEXTBEX Account
In order to use any Services, you must create and maintain an account through the Services (“NEXTBEX Account”). To create or maintain your NEXTBEX Account, or enable functions on your NEXTBEX Account, you will be required to provide NEXTBEX with certain information and documentation, including, as applicable, the information and documentation associated with identity verification and other screening procedures described in Section 3.3, below. You will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information you have provided so that the information is complete and accurate at all times; (d) maintain the security of your NEXTBEX Account by protecting your password from unauthorized access or use; (e) promptly notify NEXTBEX if you discover or suspect any unauthorized access or use of your NEXTBEX Account or any security breaches related to your NEXTBEX Account; and (f) be responsible for all activities that occur under your NEXTBEX Account, and accept all risks of any authorized or unauthorized access to your NEXTBEX Account.
3.2. Enhanced Security
NEXTBEX may offer optional enhanced security features for your NEXTBEX Account (including, for example, two-factor authentication). NEXTBEX encourages, but may not require, you need to use any such enhanced security features. If you do enable enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.
3.3. Identity Verification
Depending on the functions that you seek to enable on your account and NEXTBEX's risk determination, NEXTBEX may, in its discretion, require identity verification and other screening procedures with respect to you or transactions associated with your NEXTBEX Account. You may be required to provide NEXTBEX with certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number, photograph of your government-issued ID or other photographic proof of your identity, and information regarding your bank account. You hereby authorize NEXTBEX, directly or through a third party, to make any inquiries NEXTBEX considers necessary to verify your identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); (b) query account information associated with your linked bank account (e.g., name or account balance); and (c) take action NEXTBEX reasonably deems necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. NEXTBEX will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including your inability to withdraw Coins or execute Trades, as a result of any identity verification or other screening procedures.
3.4. Responsibility for Account Activities
You will be bound by, and hereby authorize NEXTBEX to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your NEXTBEX Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from you that the security of your account has been compromised, NEXTBEX will take reasonable steps to protect your account, including, for example, to cease to allow actions initiated using any compromised account passwords. But, the first sentence of this section will continue to apply to any other account password, and any substitute password issued to replace the compromised account password.
3.5. Number of NEXTBEX Accounts
NEXTBEX may, in its sole discretion, limit the number of NEXTBEX Accounts that you may hold, maintain, or acquire.
4. RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF NEXTBEX
Trading cryptocurrency, cryptographic Coins and other digital rights or assets (“Coins or Cryptocurrencies”), and use of other Services provided by NEXTBEX, involves significant risks and potential for financial losses, including without limitation the following:
- The features, functions, characteristics, operation, use and other properties of any Coin (“Coin Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in any Coin may be complex, technical or difficult to understand or evaluate.
- Any Coin and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Coin or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
- Any Coin, Coin Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of a Coin or blockchain.
- Any Coin may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Coin Properties or failure of the Coin to operate as intended.
- NEXTBEX may suspend or cease to support the transfer, storage or trading of any Coin at any time at NEXTBEX's discretion. Other exchanges and service providers may do the same.
- NEXTBEX may not support metacoins, colored coins or other Coins, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Coin or Underlying Technology (“Derivative Protocols”) even if the Derivative Protocol is based on a Coin that is supported by NEXTBEX. Other exchanges or service providers may do the same.
- NEXTBEX may suspend or reject your transaction requests, suspend or cease support for Coins, 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 NEXTBEX's discretion.
- You may be unable to withdraw Coins prior to NEXTBEX ceasing to support transfer of any such Coins, resulting in the loss of any such Coins remaining in your NEXTBEX Account.
- Any Coin may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Coin Properties or perceived value of Coin Properties, Attacks, suspension or cessation of support for a Coin by NEXTBEX or other exchanges or service providers, and other factors outside the control of NEXTBEX.
- Any Coin may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of Coins is unsettled and rapidly evolving.
- Any Coin may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Coin).
- You may be prevented from sending a transaction request, or your transaction request or email may not be received by NEXTBEX or the Services, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).
- Your transaction request or email to NEXTBEX or the Services may be lost, intercepted or altered during transmission.
- Unauthorized third parties may access or use your NEXTBEX Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your NEXTBEX Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.
The risks described in this Section 4 may result in loss of Coins, decrease in or loss of all value for Coins, inability to access or transfer Coins, inability to trade Coins, inability to receive financial benefits available to other Coin holders, and other financial losses to you. You hereby assume, and agree that NEXTBEX will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against NEXTBEX, its Affiliates and their 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 Coins 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 Coin or trade. You accept the risk of trading Coins by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Coins and the Services. You should not acquire or trade any Coins unless you have sufficient financial resources and can afford to lose all value of the Coins.
NEXTBEX's decision to support transfer, storage or trading of any particular Coin through the Services does not indicate NEXTBEX's approval or disapproval of the Coin or the integrity, security or operation of the Coin or its Underlying Technology. The risks associated with Coins and trading Coins apply notwithstanding NEXTBEX's decision to support a particular Coin. NEXTBEX 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 Coin for trading or ownership by you.
COLLECTION OF INFORMATION
Information You Provide to Us
We collect information you provide directly to us. For example, we collect information when you create an account, participate in any interactive feature of the Services, fill out a form, participate in a community or forum discussion, complete an exchange transaction, apply for a job, request customer support or otherwise communicate with us. The types of information we may collect include your name, social security number or other government ID number, date of birth, email address, postal address, phone number, certain virtual currency information, and any other information you choose to provide.
Information We Collect Automatically When You Use the Services
When you access or use our Services, we automatically collect information about you, including:
- Log Information : We log information about your use of the Services, including the type of browser you use, access times, pages viewed, your IP address, and the page you visited before navigating to our Services.
- Device Information : We collect information about the computer or mobile device you use to access our Services, including the hardware model, operating system and version, unique device identifiers, and mobile network information.
- Exchange information: we collect information about the exchange transactions you complete on the NEXTBEX website, including the amount of cryptocurrency associated with an exchange transaction, the types of exchanges executed, and other transaction information.
Information Collected by Cookies and Other Tracking Technologies
We and our service providers may use various technologies to collect information, including cookies and web beacons. Cookies are small data files stored on your hard drive or in device memory that help us improve our Services and your experience, see which areas and features of our Services are popular and count visits, manage the registration process for accounts, remember your site preferences, retain certain information to process orders for exchange transactions, and retain information to provide you with support. Web beacons are electronic images that may be used in our Services or emails and help deliver cookies, count visits, and understand usage and campaign effectiveness.
Information We Collect From Other Sources
We may also obtain information from other sources and combine that with information we collect through our Services. For example, we may collect information about you from third parties, including but not limited to social media platforms and publicly available sources.
USE OF INFORMATION
We may use information about you for various purposes, including to:
- Provide, maintain, and improve our Services;
- Provide and deliver the products and services you request, process transactions, and send you related information, including confirmations and invoices;
- Send you technical notices, updates, security alerts, and support and administrative messages;
- Send you promotional offers and other marketing material;
- Respond to your comments, questions and requests, and provide customer service;
- Resolve disputes and troubleshoot problems;
- Monitor and analyze trends, usage, and activities in connection with our Services;
- Link or combine with information we get from others to help understand your needs and provide you with better service; and
- Carry out any other purpose for which the information was collected.
SHARING OF INFORMATION
- With vendors, consultants, and other service providers who need access to such information to carry out work on our behalf;
- In response to a request for information if we believe disclosure is in accordance with any applicable law, regulation or legal process, or as otherwise required by any applicable law, rule or regulation;
- If we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property and safety of NEXTBEX or others;
- In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business by another company; and
- With your consent or at your direction.
We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.
While no online or electronic system is guaranteed to be secure, we take reasonable measures to help protect information about you from loss, theft, misuse, and unauthorized access, disclosure, alteration and destruction.
YOUR CHOICES REGARDING YOUR ACCOUNT INFORMATION
You may update, correct, or delete information about you at any time by logging into your online account. If you wish to delete or deactivate your account, please contact NEXTBEX's Support, but note that we may retain certain information as required by law or for legitimate business purposes (like historical transaction information). We may also retain cached or archived copies of information about you for a certain period of time.
Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that choosing to remove or reject cookies could affect the availability and functionality of our Services.
6. ACCOUNT FUNDING; TRANSFERS
6.1. Initial Account Funding
In order to engage in a Trade (as defined below) you must first transfer Coins that are supported by the Services to your NEXTBEX Account. The Services associated with your NEXTBEX Account include a wallet service provided by NEXTBEX (“Hosted Wallet”). The Hosted Wallet will permit you to generate one or more addresses to which Coins may be transferred from an account, wallet or address not hosted or controlled by NEXTBEX (“External Account”). NEXTBEX 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 Hosted Wallet (any such External Account, an “Approved External Account”).
You may periodically at your discretion transfer from an Approved External Account to your Hosted Wallet any Coins that are supported for transfer and storage using the Services. If you transfer to your Hosted Wallet any Coins that are not supported by the Services, such Coins may be permanently lost.
You are required to retain in your Hosted Wallet a sufficient quantity of Coins necessary to satisfy any open orders (and applicable NEXTBEX 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 Coins by transferring Coins from your Hosted Wallet to an address not controlled by NEXTBEX (“External Address”). NEXTBEX may require you to verify that any External Address to which you seek to transfer Coins is associated with an Approved External Account. You hereby authorize NEXTBEX to use your Hosted Wallet to send to any External Address specified by you using the Services, the number of Coins specified by you using the Services. NEXTBEX is not able to reverse any transfers and will not have any responsibility or liability if you have instructed NEXTBEX to send Coins to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Coin.
6.4. Other Terms Applicable to Transfers
You will be responsible for: (a) paying all fees charged by any third party service provider associated with any External Account or External Address as well as for paying any fees charged by NEXTBEX for any transfers; (b) ensuring that any inbound and outbound transfers are handled in compliance with NEXTBEX requirements, third party service provider requirements or Coin requirements; (c) ensuring that the address to which any Coins are to be transferred is properly formatted and suitable for the type of Coin 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 6.4, the transferred Coins may be permanently lost. The timing for completing any transfer will depend on third party actions that are outside the control of NEXTBEX and NEXTBEX makes no guarantee regarding the amount of time it may take to complete any transfer. NEXTBEX may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Coins into or out of your Hosted Wallet in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at NEXTBEX's discretion.
7. EXCHANGE ORDERS AND TRADES
7.1. Orders; Fees
A “Trade” is an exchange of Coins for which trading is supported on the Services between you and another user of the Services whereby you dispose of certain Coins and acquire different Coins. An “Order” is created when you enter an instruction to effect a Trade using the Services. When you enter an Order you authorize NEXTBEX to execute a Trade on a spot basis for all or a portion of the number of Coins specified in your Order in accordance with such Order. You agree to pay NEXTBEX any applicable fees for Trades and authorize NEXTBEX to deduct any such fees from your Hosted Wallet.
7.2. No Broker or consignment Relationship
NEXTBEX is not your broker, intermediary, agent, or advisor and has no consignment relationship or obligation to you in connection with any Trades or other decisions or activities effected by you using the Services. No communication or information provided to you by NEXTBEX is intended as, or shall be considered or construed as, advice. Please refer to Section 4 for a summary of some of the risks you should consider when choosing whether to use our Services.
7.3. 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 Coins you are seeking to dispose of, the type and amount of Coins that you are willing to accept in exchange for the Coins you are seeking to dispose of, NEXTBEX's estimated fees if the entire Order were to be executed, and the total number and type of Coins that will be transferred out of your Hosted Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Services. Notwithstanding the foregoing, you agree that the failure of the 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.
7.4. Order Matching and Trade Execution
Upon placement of an Order, your NEXTBEX Account will be updated to reflect the open Order and your Order will be included in NEXTBEX's order book for matching with Orders from other users. 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 NEXTBEX 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 Section 7.5 below. For purposes of effectuating a Trade, you authorize NEXTBEX to take temporary control of the Coins that you are disposing of in the Trade.
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 NEXTBEX 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. NEXTBEX reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.
7.6. Insufficient Coins
If you have an insufficient amount of Coins in your Hosted Wallet to fulfill an Order, NEXTBEX may cancel the entire Order or may fulfill a partial Order that can be covered by the Coins in your Hosted Wallet (after deducting any fees payable to NEXTBEX in connection with the Trade).
8. GENERAL SERVICE TERMS
8.1. Conditions and Restrictions
NEXTBEX may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services, without prior notice. For example, NEXTBEX may: (a) limit the number of open Orders that you can establish via the Services; (b) restrict transaction requests from certain locations; or (c) restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if NEXTBEX receives reasonable notice that your ownership of some or all of the Coins in your NEXTBEX Account is in dispute.
8.2. Accuracy of Information
You must provide any information required by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete.
8.3. Support for Coins
NEXTBEX retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Coin using the Services, and may discontinue or terminate any support for any Coin at any time for any or no reason. Unless otherwise required by law or law enforcement, NEXTBEX will make reasonable efforts to notify you of its decision to cease to support of a Coin. If NEXTBEX ceases to support transfer or storage of a particular Coin using the Services, NEXTBEX will use commercially reasonable efforts to notify you at least 14 days prior so as to afford you with an opportunity to transfer the affected Coin from your Hosted Wallet to an External Address. If you do not transfer the affected Coin out of your Hosted Wallet prior to cessation of support for the Coin by NEXTBEX, the Coin may be lost due to your inability to access, transfer or otherwise control the Coin. NEXTBEX will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Coin.
8.4. Derivative Protocols
Unless NEXTBEX notifies you or makes a public statement to the contrary, NEXTBEX does not support Derivative Protocols and you should not use your NEXTBEX Account to attempt to transfer, store, trade or engage in any other type of transaction involving a Derivative Protocol. NEXTBEX will have no responsibility or liability whatsoever in respect to any Derivative Protocol.
8.5. Compliance with Law; Taxes
You are responsible for complying with all applicable laws related to your trading activities and other use of the Services, including without limitation any reporting obligations and payment of all applicable taxes. You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. NEXTBEX is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades.
8.6. Error Correction Attempts
NEXTBEX may, at its option and discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which NEXTBEX has discovered that there was an error, whether such error was by you, NEXTBEX or a third party. You hereby authorize NEXTBEX to attempt any such correction, reversal or cancellation described in the preceding sentence. NEXTBEX 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.
8.7. Unclaimed Property
If your NEXTBEX Account has been inactive and you have not responded to reasonable attempts by NEXTBEX to contact you for a period of several years (as defined by the relevant state statutes), NEXTBEX may have an obligation to report any Coins in your Hosted Wallet to the applicable governmental entity as unclaimed property. If this happens, NEXTBEX will attempt to contact you using the contact information provided by you. If you do not respond, NEXTBEX may be obligated to turn over any Coins in your Hosted Wallet to the applicable governmental entity after deducting any fees payable to NEXTBEX.
8.8. Property Disputes
If NEXTBEX receives notice that any Coins held in your Hosted Wallet are alleged to have been stolen or otherwise are not lawfully possessed by you, NEXTBEX may, but has no obligation to, place an administrative hold on the affected Coins or your Hosted Wallet. If NEXTBEX does place an administrative hold on some or all of your Coins, NEXTBEX may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to NEXTBEX has been provided to NEXTBEX in a form acceptable to NEXTBEX. NEXTBEX will not involve itself in any such dispute or the resolution of the dispute. You agree that NEXTBEX will have no liability or responsibility for any such hold, or for your inability to withdraw Coins or execute Trades during the period of any such hold.
8.9. Unacceptable Use or Conduct
You will not:
- violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services;
- use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
- use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
- use any robot, spider, crawler, scraper, or other automated means or interface not provided by NEXTBEX to access the Services or to extract data;
- use or attempt to use another user’s account without authorization;
- attempt to circumvent any content filtering techniques NEXTBEX employs, or attempt to access any service or area of the Services that you are not authorized to access;
- introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;
- develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;
- provide false, inaccurate, or misleading information;
- post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
- post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service;
- post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or
- encourage or induce any third party to engage in any of the activities prohibited under this Section.
9. CHANGES; SUSPENSION; TERMINATION
9.1. Changes to Services
NEXTBEX may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.
9.2. Suspension or Termination of Services
NEXTBEX may, at its discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services.
9.3. No Liability
NEXTBEX will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services. If and when Services resume, you acknowledge that Coin valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
9.4. Effect of Termination
In the event of discontinuation of all Services or other termination of your right to access all Services: (a) all amounts payable by you to NEXTBEX will immediately become due; (b) NEXTBEX may delete or deactivate your NEXTBEX Account and all related information and files in such account without liability to you; and (c) NEXTBEX may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Coins, NEXTBEX 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 90 days to remove the affected Coins from your Hosted Wallet.
10. ELECTRONIC NOTICES
10.1. Consent to Electronic Delivery
You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that NEXTBEX provides in connection with this Agreement, your NEXTBEX Account or any Services. You agree that NEXTBEX may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications.
10.2. Hardware and Software Requirements
In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with NEXTBEX and have sufficient storage space to save past Communications or an installed printer to print them.
10.3. Withdrawal of Consent
You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to us. If you decline or withdraw consent to receive electronic Communications, NEXTBEX may suspend or terminate your use of the Services.
10.4. Updating Contact Information
It is your responsibility to keep your email address and/or mobile phone number on file with NEXTBEX up to date so that NEXTBEX can communicate with you electronically. If NEXTBEX sends you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, NEXTBEX will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add NEXTBEX to your email address book so that you will be able to receive the Communications NEXTBEX sends to you.
11. PROPRIETARY RIGHTS
11.1. Ownership of Services
The Services, Site and all technology, content and other materials used, displayed or provided in connection with the Services or Site (“Pangaea Materials”) together with all intellectual property rights in any of the foregoing are, as between you and NEXTBEX, owned by NEXTBEX.
You may use the NEXTBEX Materials solely as authorized by NEXTBEX in connection with your use of the Services for as long as NEXTBEX permits you to continue to access the Services. Without limiting the foregoing: you will not (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the Site, Services or NEXTBEX Materials or use the Site, Services or NEXTBEX Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or NEXTBEX Materials, or any portion thereof; (c) frame, display or incorporate the Site, Services or NEXTBEX Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or NEXTBEX Materials; (e) use the Site, Services or NEXTBEX Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or NEXTBEX Materials for any commercial or noncommercial purpose other than their intended purposes determined at NEXTBEX's discretion. "Pangaea”, any product or service names, logos, and other marks used on the Site or NEXTBEX Materials, or otherwise in connection with the Services, are trademarks owned by NEXTBEX or its licensors. You may not copy, imitate or use them without NEXTBEX prior written consent.
NEXTBEX will own any feedback, suggestions, ideas, or other information or materials regarding NEXTBEX or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to NEXTBEX all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
12. THIRD PARTY CONTENT
NEXTBEX and its Users may provide third party content on the Site, or the App and may provide links to web pages and content that are not owned or controlled by NEXTBEX (collectively the "Third Party Content") as a service to those interested in this information. NEXTBEX does not control, endorse, or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including but not limited to its accuracy or completeness. You acknowledge and agree that NEXTBEX is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. You acknowledge that your use of such Third Party Content is at your own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third parties. NEXTBEX is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third Party Content on the Site or the App.
13. DISCLAIMER OF WARRANTIES
NEXTBEX PROVIDES NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEXTBEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. NEXTBEX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND THE INFORMATION CONTAINED THEREIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. NEXTBEX WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ON THE PLATFORM ARE PROCESSED IN A TIMELY FASHION, BUT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE AMOUNT OF TIME NEEDED TO PROCESS SUCH TRANSACTIONS. BECAUSE Coin TRANSFERS ON AND OFF THE PLATFORM ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL INCLUDING DENIAL OF SERVICE ATTACKS AND THE LIQUIDITY OF THE Coins TRADED ON OUR PLATFORM, AMONG OTHER FACTORS, NEXTBEX MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUCCESS OF, OR THE AMOUNT OF TIME NEEDED FOR, Coin TRANSACTIONS. YOU ALSO ACKNOWLEDGE THAT ANY INFORMATION THAT YOU STORE OR TRANSFER USING THE SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, THIRD PARTY PROTOCOL CHANGES, INTERNET OUTAGES, THIRD PARTY DENIAL OF SERVICE ATTACKS, ACTS OF GOD OR UNSCHEDULED MAINTENANCE. YOU ARE ENCOURAGED TO BACK UP AND SAFEGUARD YOUR INFORMATION, INCLUDING LOGIN CREDENTIALS, AT ALL TIMES.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.
Additionally, you acknowledge that NEXTBEX does not act or serve as your broker, intermediary, agent, or advisor with respect to any transaction you make or propose to make using the Services and owes you no fiduciary duty.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXTBEX SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, OR LOST PROFITS) IN CONNECTION WITH YOUR USE OF THE SERVICES, EVEN IF NEXTBEX HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEXTBEX's LIABILITY FOR MONEY DAMAGES UNDER THESE TERMS EXCEED THE AMOUNT OF FEES RECEIVED FROM YOU DURING THE PRECEDING SIX (6) MONTH PERIOD.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
To expedite and control the cost of disputes, you and we agree that any legal or equitable claim arising out of or relating to your use of the Services or these Terms, including the formation, validity, enforceability, scope, or applicability of these Terms, including this Section 16 (referred to as a “Claim”) will be resolved as follows: This means that all claims other than intellectual property lawsuits, such as copyright or trademark infringement lawsuits, or claims seeking non-monetary relief would be subject to binding arbitration. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. The prevailing party in any action or proceeding to enforce this agreement shall be entitled to costs and attorneys' fees.
ADDITIONALLY, YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. If a court or state regulator with oversight over NEXTBEX decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and NEXTBEX's right to appeal the court's decision. All other claims will be arbitrated.
16. DISCLAIMER OF DAMAGES
IN NO EVENT WILL NEXTBEX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE NEXTBEX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NEXTBEX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF NEXTBEX), EVEN IF NEXTBEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. GOVERNING LAW
The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Harju maakond, without regard to conflict of law rules or principles (whether of Harju maakond or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that NEXTBEX may initiate a proceeding related to the enforcement or validity of NEXTBEX's intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the state courts located in Harju maakond, Tallinn, will have exclusive jurisdiction. You waive any objection to venue in any such courts.
If you violate any of these Terms, NEXTBEX 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 Coins owned by you without any prior notice to you. NEXTBEX shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by NEXTBEX pursuant to this paragraph. Any right or remedy of NEXTBEX 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.
19. NEXTBEX Affiliates and Contractors
An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with, or is controlled by the first legal entity. The Site and any Services may be operated or provided by NEXTBEX, its Affiliates or their respective contractors. To the extent that an Affiliate of NEXTBEX, or contractor of NEXTBEX or an Affiliate of NEXTBEX, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever NEXTBEX's name occurs in these Terms.
NEXTBEX's failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
22. Force Majeure
NEXTBEX will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of NEXTBEX, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. NEXTBEX may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
Headings of sections are for convenience only and shall not be used to limit or construe such sections.
25. Entire Agreement; Order of Precedence
These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with NEXTBEX, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.