Bitflex Terms of Use

Terms of Use

These BitFlex Terms of Use (the “Terms of Use” or “Terms”) govern the access and use of our mobile applications, products, software, websites, APIs, and other services (the “Platform”) and, where applicable, other service providers available on or through the Platform. These Terms constitute a legally binding agreement between you (“you”, “your” or “User”) and Bitflex Ltd. (“Bitflex”, “us”, “we”). By accessing, downloading, using or clicking on “I agree” to accept any Services (defined below) provided by Bitflex, you agree that you have read, understood and accepted all of the terms and conditions stipulated in these Terms of Use, our Privacy Policy and Legal Statement. If you do not agree with these Terms of Use, our Privacy Policy and Legal Statement, please do not use the Platform or utilize the Services. We may modify these Terms or any additional terms that apply to Bitflex, for example, reflect changes to the law or changes to the Services. Therefore, you should look at these Terms regularly, and your continued use of the Services will constitute your acceptance of any revisions to these Terms. We will post a notice of modified additional terms on the Platform. If you do not agree to the modified terms for the Services or any service we offer, you should discontinue your use of the Services.  

BY ACCESSING OR USING THE SERVICES, YOU ARE VOLUNTARY CHOOSING TO ENGAGE IN SOPHISTICATED AND RISKY ASSET TRANSACTIONS. Accordingly, YOU FURTHER ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF THE SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; AND (3) BITFLEX SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.

1. Definitions

“Digital Currencies” means encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form.

“Fiat Currency” means government-issued currency designated as legal tender in its country of issuance through government decree, regulation, or the law.

“Funds” means Digital Currencies and or Fiat currency.

“Order” means the User’s instruction to buy or sell Digital Currencies.

“Services” refer to various services provided to you by Bitflex that are based on Internet and/or blockchain technologies and offered via the Platform (including new ones enabled by future technological development).

2. Eligibility 

To be eligible to use any of the Services, you represent and warrant that (a) as an individual, you are at least 18 years old or are of legal age to form a binding contract under applicable laws; (b) you have not been previously suspended or removed from using the Platform; (c) guarantee that your Digital Currencies, which you transfer to the Platform are not sold, encumbered, not in contention, or under seizure, and that neither exists any rights of third parties to your Digital Currencies ; (d) your use of the Platform will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, counter-terrorist financing, and anti-corruption. 

3. Account Setup 

In order to use the Platform, you will need to create an account (“Bitflex Account”) by providing your details, including your name, email address and a password and accepting the Terms. By using Bitflex Account, you agree and represent that you will use the Services only for yourself and not on behalf of any third party unless you have obtained prior approval from Bitflex. You may register only one Bitflex Account. You are fully responsible for all activity that occurs under your Bitflex Account. 

4. Identity Verification 

Your registration of the Bitflex Account will be deemed your agreement to provide us with the information and documentation we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, any other financial crime, or for other lawful purposes stated by Bitflex. Accordingly, you will need to complete certain verification procedures before you are permitted to start using the Platform. 

The information we request may include, but is not limited to, personal information such as your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government-issued ID, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) and any other information that Bitflex is required to collect from time to time under applicable law. 

If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, Bitflex reserves the right to send you a notice to demand correction, directly delete the relevant information, and, as the case may be, terminate all or part of the Services we provide for you. You hereby acknowledge and agree that you have an obligation to update all the information if there is any change. 

You may also be required to undergo Enhanced Due Diligence, where Bitflex may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Bitflex staff so that Bitflex may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of the Services.

You hereby authorize us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity and/or protect against fraud or other financial crimes and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. Bitflex will have no liability or responsibility for any permanent or temporary inability to access or use the Platform as a result of any identity verification or other screening procedures. 

Please refer to our Private Policy for information about how we collect, use and disclose your personal data.

5. Account Usage Requirements

You can only use a Bitflex Account. Bitflex reserves the right to suspend, freeze or cancel the use of your Bitflex Account by persons other than you. If you suspect or become aware of any unauthorized use of your Bitflex Account, you should notify us immediately.  It shall be your sole responsibility to avoid any unauthorized use or access of your Bitflex Account, and Bitflex assumes no liability for any loss or damage arising from the use of the Services by you or any third party with or without your authorization. 

6. Account Security

You agree to treat your security details (such as username and password) as confidential information and not disclose such information to any third party. You should be solely responsible for keeping safe the security details of your Bitflex Account and be responsible for all the transactions under your Bitflex Account. Bitflex assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials.

You must take reasonable care to ensure that your email account is secure and only accessed by you. Your email address may be used to reset passwords or communicate with you about the security of your Bitflex Account. Bitflex will not be liable for the breach of an e-mail account resulting in an unauthorised transaction with proper confirmation. If any of the e-mail addresses registered with Bitflex’s Account are compromised, you should, without undue delay after becoming aware of this, contact Bitflex and contact your email service provider. Irrespective of whether the user is using a public, a shared, or his/her electronic device to access the Bitflex Account, you must always ensure that your account credentials are not stored by the browser, cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the electronic device you are using. 

You are responsible for keeping the electronic device through which you access the Platform safe and maintaining adequate security and control of any and all security details you use to access the Platform. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected. 

7. License 

We grant you a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Platform and related content, materials, and information solely for informational, transactional, or other approved purposes and reserve all other rights in the Platform. 

You may use the Platform for your personal, non-commercial use only. You must not transmit, copy, reproduce, sell, resell, license, distribute, modify, publicly display, publicly perform, republish, de-compile, reverse engineer, disassemble, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any content or other part of the Platform for any purpose. All logos related to the Bitflex or displayed on the Platform are trademarks or registered marks of Bitflex or its licensors. You must not copy, imitate or use them without our prior written consent. 

8.Copyrights and other intellectual property rights

The Services, the Platform and all technology, content, data and other materials used, displayed or provided or received by you in connection with the Services and the Platform (“Bitflex Materials”) together with all intellectual property rights in any of the foregoing are, as between you and Bitflex, owned by Bitflex. 

We hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Bitflex Materials for your personal use. Such license is subject to these Terms and does not permit (a) any resale of the Bitflex Materials; (b) the distribution, public performance or public display of any Bitflex Materials; (c) modifying or otherwise making any derivative uses of the Bitflex Materials, or any portion thereof; or (d) any use of the Bitflex Materials other than for their intended purposes. The license granted under this section will automatically terminate if we suspend or terminate your access to the Services.

9. Restrictions

When using the Platform, you must use it in compliance with these Terms and applicable laws.

You may not:

9.1 sell, resell, rent, exchange, add, modify, temper, distribute, lease, sub-license, dissemble, transfer, further transmit, publish, remover or alter any copyright statement or label, or license, sub-license sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise to take advantage of any part of the properties; 

9.2 violate any law, regulation, contract, intellectual property or other third party rights, or commit a tort while using the Platform; 

9.3 provide false, inaccurate, or misleading information;

9.4 engage in any type of market manipulation for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);

9.5 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; 

9.6 use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties or replicate or bypass the navigational structure or presentation of the Platform in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through the Platform; 

9.7 post content containing unsolicited promotions, political campaigning or commercial messages or any chain messages or use content designed to deceive or trick the use of the Platform;

9.8 attempt to access any part or function of the properties without authorization, or connect to the Platform or any Bitflex servers or any other systems or networks provided through the Platform by hacking, password mining or any other unlawful or prohibited means; 

9.9 probe, scan or test the vulnerabilities of the Platform or any network connected to the properties, or violate any security or authentication measures on the Platform or any network connected to the Platform; 

9.10 reverse lookup, track or seek to track any information of any other users or visitors of the Platform; 

9.11 take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Platform or Bitflex, or the infrastructure of any systems or networks connected to Bitflex; 

9.12 use any devices, software or routine programs to interfere with the normal operation of the Platform or any transactions on the Platform or any other person’s use of the Platform; 

9.13 forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Bitflex; 

9.14 illegally use the Platform; or

9.15encourage or induce any third party to engage in any of the activities prohibited under this section. 

10. User Content 

You hereby grant to Bitflex a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the Platform or submit or post to the Platform and that is not Feedback (defined in section 12) owned by Bitflex (the “User Content”). You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by Bitflex of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. Bitflex may remove any User Content from the Platform for any reason at Bitflex’s discretion.

11. Third-party content

You may view content provided by third parties (the “Third-Party Content”). Bitflex does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for the Third‑Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. Bitflex is not responsible or liable for any loss or damage incurred as the result of any such dealings. You understand that your use of the Third-Party Content and your interactions with third parties are at your own risk.

12. Feedback 

Bitflex owns any feedback, suggestions, ideas, or other information or materials (“Feedback”) about Bitflex and the platform you provide through email, the Platform, or other ways. Any Feedback you submit is non-confidential. You hereby assign to Bitflex all right, titles and interests to the Feedback together with all associated intellectual property rights. You will not be entitled to any hereby waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.   

13. Bitflex Account Funds

In order to place or match an Order or Trade (defined below) via the Platform (as described in section 14), you must first transfer the Funds to your Bitflex Account. The Services associated with your Bitflex Account include a wallet service provided by Bitflex (the “Biflex Wallet”). The Bitflex Wallet will permit you to generate one or more addresses to which the Digital Currencies may be transferred from an account, wallet or address not hosted or controlled by Bitflex (the “External Account”).  You may be required to verify that you control the External Account you use to load the Funds to your Bitflex Wallet. You may be charged fees by the External Account you use to transfer the Funds to your Bitflex Wallet. Bitflex is not responsible for any External Account fees or the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a transaction for the transfer of the Funds to or from the External Account will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and Bitflex makes no guarantee regarding the amount of time it may take to transfer funds into your Bitflex Wallet.

Provided that the balance of Funds in your Bitflex Wallet is greater than any minimum balance requirements needed to satisfy all of your open Orders and Trades and any fees payable to Bitflex, and subject to your compliance with all identity verification and other screening procedures and your satisfaction of all requirements under these Terms, Bitflex may (but is not obligated to) agree to your request to transfer any amount of Funds, up to the total amount of the Funds in your Bitflex Wallet in excess of such minimum balance requirements, from your Bitflex Wallet to an External Account, less any fees charged by Bitflex for such transactions.

When you request that we transfer the Funds into your Bitflex Wallet from your External Account or request that we transfer Funds to your External Account from your Bitflex Wallet, you authorize us to execute such transaction via the Platform.

In some cases, the External Account may reject your Funds or may otherwise be unavailable. You agree that you will not hold Bitflex liable for any loss resulting from such rejected transactions.

You hereby represent and warrant that any Funds transferred to your Bitflex Wallet from an External Account or otherwise used by you in connection with the Services are owned by you legally and beneficially and that all orders, trades and transactions initiated with your Bitflex Wallet are for your account and not on behalf of any other person or entity.

You acknowledge and agree that deposit and withdrawal transactions in Fiat Currency may be delayed due to some bank verifications and checks. Similarly, and due to the inherent nature of the cryptocurrency networks, you acknowledge and agree that depositing and withdrawing the Digital Currencies into/from your Bitflex Wallet may take some time.

14. Exchange Orders and Trades

The Platform allows you to submit the Orders to buy or sell the Digital Currencies.

A “Trade” is an exchange of the Digital Currencies for which trading is supported on the Platform between you and another user of the Platform, whereby you dispose of certain Digital Currencies and acquire different Digital Currencies. An Order is created when you enter an instruction to effect the Trade using the Platform. When you enter the Order, you authorize us to execute the Trade on a spot basis for all or a portion of the number of Digital Currencies specified in your Order in accordance with such Order. In addition, you agree to pay Bitflex any applicable fees for Trades and authorize us to deduct any such fees from your BitflexWallet.

Before an order is placed, the Platform will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including the type and amount of Digital Currencies you are seeking to dispose of, the type and amount of Digital Currencies that you are willing to accept in exchange for other Digital Currencies or Digital Currencies you are seeking to dispose of, Bitflex’s estimated fees if the entire Order were to be executed, and the total number and type of Digital Currencies that will be transferred out of your Bitflex Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Platform. Notwithstanding the foregoing, you agree that the failure of the Platform 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.

Upon placing an Order, your User Account will be updated to reflect the open Order. Your Order will be included in Bitflex’s order book for matching with corresponding Orders. If all or a portion of your Order is matched with another Order, the Platform will execute a Trade. Upon execution of a Trade, your User 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 20 below. For purposes of effectuating a Trade, you authorize Bitflex to take temporary control of the Digital Currencies that you are disposing of in the Trade.

Trades are executed against another User of the Platform Bitflex. Trades of Digital Currencies are initiated by Users and are executed on a multilateral basis. Bitflex matches users' buying and selling interests with regard to Digital Currencies at its discretion.

You recognize that the Order should only be submitted after careful consideration, and you understand and accepts the consequences of its execution. You agree that as soon as the Order is executed, such proposed transaction is irreversible and may not be cancelled. Transactions will be executed instantly upon the matching of the Buyer's and the Seller's Orders without prior notice to the Seller and the Buyer and will be considered to have taken place at the execution date and time.

You may only cancel the Order initiated via the Platform 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 us to complete such an Order. If an Order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. Bitflex reserves the right to refuse any cancellation request associated with the Order after you have submitted such Order.

You acknowledge and agree that you are responsible for properly checking and filling in all transaction details before placing the Order. You acknowledge and agree that in case the transaction details are not specified or incorrectly indicated in the Order, you may lose your funds.

Suppose you have an insufficient amount of Digital Currencies in your Bitflex Wallet to fulfill an Order. In that case, Bitflex may cancel the entire Order or fulfill a partial Order that can be covered by the Digital Currencies in your Bitflex Wallet (after deducting any fees payable to Bitflex in connection with the Trade).

Bitflex may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Platform, 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 Platform, without prior notice. Bitflex may: (a) limit the number of open Orders that you can establish via the Platform; (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 Bitflex receives reasonable notice that your ownership of some or all of the Digital Currencies in your Bitflex Account is in dispute.

Bitflex retains the right, in its sole discretion, to determine whether to support the transfer, storage or trading of any Digital Currencies using the Platform and may discontinue or terminate any support for any Digital Currencies at any time for any or no reason. Unless otherwise required by law or law enforcement, Bitflex will make reasonable efforts to notify you of its decision to cease support of a Digital Currency. For example, suppose Bitflex ceases to support the transfer or storage of a particular Digital Currency using the Platfrom. In that case, Bitflex will use commercially reasonable efforts to notify you at least thirty (30) days prior to allowing you to transfer the affected Digital Currencies from your Bitflex Wallet to an External Address. Suppose you do not transfer the affected Digital Currencies out of your Bitflex Wallet prior to cessation of support for the Digital Currencies by Bitflex. In that case, the Digital Currencies may be lost due to your inability to access, transfer or otherwise control the Digital Currencies. Bitflex will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Digital Currencies.

15. No Broker or Fiduciary Relationship

Bitflex is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Trades or other decisions or activities Affected by you using the platform. No communication or information provided to you by Bitflex intended as or shall be considered or construed as advice. 

BEFORE MAKING THE DECISION TO BUY, SELL OR HOLD ANY DIGITAL CURRENCIES, YOU SHOULD CONSIDER WHETHER THE INVESTMENT OR PRODUCT IS SUITABLE FOR YOU. In addition, BEFORE MAKING THE DECISION TO BUY, SELL OR HOLD DIGITAL CURRENCIES, YOU SHOULD CONDUCT YOUR DUE DILIGENCE AND CONSULT YOUR FINANCIAL ADVISORS PRIOR TO MAKING ANY INVESTMENT DECISION. BITFLEX WILL NOT BE RESPONSIBLE FOR THE DECISIONS YOU MAKE TO BUY, SELL, OR HOLD DIGITAL CURRENCIES ON THE INFORMATION PROVIDED BY BITFLEX. 

16. Disclaimer of Warranties

WE TRY TO KEEP THE PLATFORM UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE PLATFORM, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE. THE OPERATION OF THE PLATFORM MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE REAL OR PERCEIVED VALUE OF ANY DIGITAL CURRENCIES AS DENOMINATED IN ANY QUOTED CURRENCY. ALTHOUGH WE MAY PROVIDE HISTORICAL AND/OR REAL-TIME DATA REGARDING DIGITAL CURRENCIES ' PRICES, WE MAKE NO REPRESENTATIONS REGARDING THE QUALITY, SUITABILITY, TRUTH, USEFULNESS, ACCURACY, OR COMPLETENESS OF SUCH DATA, AND YOU SHOULD NOT RELY ON SUCH DATA FOR ANY REASON. YOU UNDERSTAND AND AGREE THAT THE VALUE OF DIGITAL CURRENCIES CAN BE VOLATILE, AND WE ARE NOT IN ANY WAY RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU MAY INCUR BY HOLDING OR TRADING OF DIGITAL CURRENCIES, EVEN IF THE PLATFORM IS DELAYED, SUSPENDED, OR INTERRUPTED FOR ANY REASON. FURTHER, WE MAKE NO REPRESENTATION OR WARRANTIES AS TO THE QUALITY, SUITABILITY, USEFULNESS, ACCURACY, OR COMPLETENESS OF THE PLATFORM OR ANY MATERIALS CONTAINED THEREIN. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT ANY REQUESTS FOR ELECTRONIC DEBITS AND CREDITS INVOLVING BANK ACCOUNTS, CREDIT CARDS, AND CHECK ISSUANCES ARE PROCESSED IN A TIMELY MANNER, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.

THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF, AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE. 

17. Disclaimer of Damages 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BITFLEX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, MEMBERS, 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 BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BITFLEX AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF BITFLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES, SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU; SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

18. Limitation of Liability

NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF BITFLEX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF THE SERVICES OFFERED BY OR ON BEHALF OF BITFLEX AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO BITFLEX UNDER THESE TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

19. Indemnification 

You agree to defend, indemnify and hold harmless us and our subsidiaries, affiliates, licensors, employees, agents, third-party information providers, and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your conduct, your use or inability to use the Platform, your breach or alleged breach of these Terms, your violation of any applicable law or the rights of any other person or entity. 

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding, which is subject to this indemnification upon becoming aware of it.

20. Termination 

In the event of any Force Majeure Event (as defined in section 21), breach of these Terms or any laws or regulations, or any other event that would make provision of the Services commercially unreasonable for Bitflex, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services and/or as may be required by applicable laws, file a suspicious transaction report with the relevant authorities or otherwise report or inform the relevant authorities or take any other steps to protect Bitflex’s interests as we deem appropriate. We may also terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Bitflex Account and all related information and files in such account without liability to you, including, for instance, in the event that you breach any term of these Terms of Use. In the event of discontinuation of all the Services or termination of your access to the Platform or deletion or deactivation of your Bitflex Account: (a) all amounts payable by you to us will immediately become due; (b) we may cancel any open orders, or other transaction requests that are pending at the time of discontinuation or termination or deletion or deactivation; (c) we will, where possible, return any Funds stored in your Bitflex Account not otherwise owed to Bitflex and/or will use commercially reasonable efforts to provide you with a period of sixty (60) days to transfer affected Digital Currencies from your Bitflex Account, unless prohibited by applicable laws or regulations or by order of law enforcement or governmental authority, or Bitflex believes you have committed fraud, negligence or other misconduct; and/or (d) Bitflex may take such other steps as we deem necessary or desirable to protect its interests. We are not and shall not be responsible or liable for any loss or damages incurred as a result of or arising from any actions taken under this section.

Bitflex maintains full custody of the Digital Currencies, the Funds, and the User Content, which may be turned over to governmental authorities in the event of you Bitflex’s Account suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms. 

We also reserve the right to cancel your Bitflex Account that has been inactive for six (6) months or more and/or modify or discontinue the Services and/or the Platform. You agree that Bitflex will not be liable to you or any third party for termination of your Bitflex Account or access to the Platform.  

21. Force Majeure

Bitflex 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 Bitflex, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, the action of government, communications, power failure, or equipment of software malfunction. 

22. Compliance with local laws

You must comply with local laws in relation to the legal usage of the Services in the jurisdiction in which you reside and other laws and regulations that are applicable to you. For example, suppose you reside in any jurisdiction where the use of the Service would violate any of the laws or regulations of the jurisdiction in which you reside. In that case, you agree to refrain from using the Services in any manner that would violate any of the laws and regulations of such jurisdiction.  You are responsible for complying with all applicable laws related to your Trade and other use of the Services, including any reporting obligations and payment of all applicable taxes. It is your responsibility to report and remit the correct tax to the appropriate tax authority. 

You acknowledge and declare that your Funds come from legitimate sources and do not originate from illegal activities. You agree that Bitflex may require you to provide or otherwise collect the necessary information and materials as per relevant laws, regulations or government orders to verify the legality of the sources and use of your Funds. Bitflex endeavors to cooperate with law enforcement authorities globally and will not hesitate to terminate, freeze, and seize your Bitflex Account and the Funds which are flagged out or investigated by legal mandate. 

23. Governing Law and Jurisdictions 

These Terms shall be governed by and construed in accordance with the laws of Seychelles, without regard to any conflict of law rules or principles that would cause the application of the laws of any other jurisdiction, unless mandatory provisions for the protection of consumers of the law of another country contradict this. 

The Courts of Seychelles have exclusive jurisdiction over any disputes resulting from or in relation to the Terms and its enforcement. 

You acknowledge that any dispute arising out of or related to these Terms or the Services is personal to you and Bitflex and that any dispute will be resolved solely through individual litigation and will not be brought as class litigation, class action or any other type of representative proceeding. 

24. Severability 

Suppose any provision of these Terms shall be determined to be invalid or unenforceable under any rule. In that case, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of this Agreement shall not be affected. 

25. Modifications and Amendments

Bitflex reserves the right to amend or modify any portion of these Terms at any time by publishing the revised version of the Terms on the Platform. The changes will become effective and shall be deemed accepted by the User the first time the User uses the Platform after publishing the revised Terms and shall apply on a going-forward basis with respect to any activity initiated after publishing. In the event that the User does not agree with any such modification, the User’s sole and exclusive remedy is to terminate the use of the Services and close the Bitflex Account. You agree that Bitflex shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of these Terms.

26. Entire Agreement 

You agree and understand that these Terms, Privacy Policy, and others, as incorporated by refence herein, collectively memorialize the relationship and agreement between you and Bitflex. These Terms entered into by you and Bitflex supersede all prior discussions, agreements, or correspondence of any kind. 

27. Nonwaiver

Bitflex’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof. 

28. Assignment 

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. Bitflex 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. 

29. Third-Party Website Disclaimer

Any links to third-party websites from the Platform do not imply endorsement by Bitflex of any product, service, information, or disclaimer presented therein, nor does Bitflex guarantee the accuracy of the information contained on them. If you suffer loss from using such a third-party product and service, Bitflex shall not be liable for such loss. In addition, as Bitflex has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully. 

30. Notices and Communication 

Bitflex reserves the right to send notices to and communicate with you by any means of communication available to us, considering the contact details provided by you. You expressly agree to receive any notices in electronic form and to be bound by them, if so is required by the Terms of Use.