By visiting, accessing, or using acdx.io and associated application program interface or mobile applications (“Site”), You (“User” or “You”) consent to the Terms of Service (the “Terms”), so please read them carefully.
The Terms constitute the agreement and understanding regarding the use of any or all of the Services, and any manner of accessing them, between: You and the following service provider (“we,” “us” or “our”):
BW GROUP LIMITED, a Seychelles registered company (“BW GROUP”).
By clicking on the "Create Account" button or by visiting the Site, we may provide You with access and utility through our trading platform via software, API (application program interface), technologies, products and/or functionalities. The services that We offer through the Site (the “Services”) are:
Services provided by BW GROUP – Spot trading (“Spot Services”) in cryptographic tokens ("Tokens") through (a) Centralised exchange platform, (b) Futures.
As described in the Terms, You agree to be legally bound by these terms and all terms incorporated by reference. If You do not agree to be bound by these terms, do not access or use the Services.
1.MODIFICATION OF TERMS
BW GROUP 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. Your continued use of the Services will confirm your acceptance of the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. BW GROUP 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. If you have any question regarding the use of the Site or Services, please contact firstname.lastname@example.org.
The Terms and any terms expressly incorporated herein apply to your access to, and use of, any services provided by BW GROUP. The Terms do not alter in any way the terms or conditions of any other agreement You may have with BW GROUP for products, services or otherwise. If You are using the Service on behalf of any entity, You represent and warrant that (a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization and (b) You are authorized to accept the Terms on such entity’s behalf and that such entity agrees to be responsible to us if You violate the Terms.
You should read the Terms, and any document referred to in them very carefully. If there is anything that You do not understand in the Terms and any document referred to herein, you should discuss this matter with us and seek the necessary clarification.
Any formal communication with You will be undertaken through electronic mail unless otherwise instructed. Documents will be sent to you by electronic mail and you should seek to send any documents to us by the same means. You will also be able to contact us telephonically.
Any formal communication with You will, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the English language version of the Terms or any such communications and any translation of the Terms or such communications (as applicable) in a foreign language, the respective English version shall prevail.
The Services are intended solely for Users who are 18 or older. By accessing or using our Services, You represent and warrant that You are at least 18 years old and have not previously been suspended or removed from the Site or Services. You also represent and warrant that You are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, nor restricted or prohibited from engaging in any type of trading by the European Union, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control as well as other administrative law enforcement agencies.
Also, we may not make all of the Services available in all markets and jurisdictions, and may restrict or prohibit the use of all or a portion of the Services from Restricted Locations, which at this time include Hong Kong, Cuba, Iran, North Korea, Crimea, Sudan, Syria, U.S.A. [including all U.S.A. territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas)], Bangladesh, Bolivia, Ecuador, and Kyrgyzstan. The content of the Terms shall not be excluded from the laws of the country or region under which the User belongs. As a result, if You do not meet these eligibility requirements, do not use our Services.
3.2. ACDX Account. In order to use any Services, you must create and maintain an account through the Services (“ACDX Account”). To create or maintain your ACDX Account, or enable functions on your ACDX Account, you will be required to provide BW GROUP 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 ACDX Account by protecting your password from unauthorized access or use; (e) promptly notify BW GROUP if you discover or suspect any unauthorized access or use of your ACDX Account or any security breaches related to your ACDX Account; and (f) be responsible for all activities that occur under your ACDX Account, and accept all risks of any authorized or unauthorized access to your ACDX Account.
3.3. Enhanced Security. BW GROUP may offer optional enhanced security features for your ACDX Account (including, for example, two-factor authentication). BW GROUP encourages, but may not require, you 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.
3.4. Identity Verification. Depending on the functions that you seek to enable on your account and BW GROUP's risk determination, BW GROUP may, in its discretion, require identity verification and other screening procedures with respect to you or transactions associated with your ACDX Account. These verification and screening procedures may include, without limitation, checking the information you provide against the Specially Designated Nationals, Blocked Persons list maintained and any similar list issued by any governmental authority prohibiting or limiting business activities or transactions with any persons. You may be required to provide BW GROUP 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, and a photograph of your government-issued ID or other photographic proof of your identity. You hereby authorize BW GROUP, directly or through a third party, to make any inquiries BW GROUP 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), and (b) take action BW GROUP 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.
3.5. Responsibility for Account Activities. You will be bound by, and hereby authorize BW GROUP 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 ACDX 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, BW GROUP 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.
3.6. Number of ACDX Accounts. BW GROUP may, in its sole discretion, limit the number of ACDX Accounts that you may hold, maintain, or acquire.
- RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF BW GROUP
Trading commodity futures contracts, options and other derivative commodity futures position products or assets (“Futures”), using cryptographic tokens (“Tokens”) and use of other Services provided by BW GROUP, involves significant risks and potential for financial losses, including without limitation the following:
- The risk of loss in trading Futures can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
- You may sustain a total loss of the funds that you deposit with BW GROUP to establish or maintain a position in the Futures markets available on the ACDX platform, and you may incur losses beyond these amounts. If the market moves against your position, you may be called upon by other users of the ACDX platform, or by BW GROUP itself to deposit a substantial amount of additional margin funds, on short notice, in order to maintain your position. If you do not provide the required funds within the time required by such users, your position may be liquidated at a loss, and you will be liable for any resulting deficit in your account.
- The funds you deposit with BW GROUP for trading Futures positions are not protected by insurance in the event of the bankruptcy or insolvency of BW GROUP, or in the event your funds are misappropriated.
- The features, functions, characteristics, operation, use and other properties of any Token (“Token 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 Token may be complex, technical or difficult to understand or evaluate.
- Any Token and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
- Any Token, Token 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 Token or blockchain.
- Any Token may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.
- BW GROUP may suspend or cease to support the transfer, storage or trading of any Futures at any time at BW GROUP's discretion.
- BW GROUP may not support metacoins, colored coins or other Tokens, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Token or Underlying Technology (“Derivative Protocols”) even if the Derivative Protocol is based on a Token that is supported by BW GROUP. Other exchanges or service providers may do the same.
- BW GROUP may suspend or reject your transaction requests, suspend or cease support for Futures, 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 BW GROUP's discretion.
- You may be unable to withdraw Tokens prior to BW GROUP ceasing to support transfer of any such Tokens, resulting in the loss of any such Tokens remaining in your ACDX Account.
- Any or all Futures may decrease in value or lose all their its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of such Futures and other factors outside the control of BW GROUP.
- Any Future may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action.
- Any Token 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 Token).
- You may be prevented from sending a transaction request, or your transaction request or email may not be received by BW GROUP 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 BW GROUP or the Services may be lost, intercepted or altered during transmission.
- Unauthorized third parties may access or use your ACDX Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your ACDX 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 Tokens or Futures, decrease in or loss of all value for Tokens or Futures, inability to access or transfer Tokens or Futures, inability to trade Tokens or Futures, inability to receive financial benefits available to other Token or Futures holders, and other financial losses to you. You hereby assume, and agree that BW GROUP 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 BW GROUP, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein. You waive application of any statute or law of any jurisdictions similar to Section 1542 of the Civil Code of the State of California which reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
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 Futures 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 Future or trade. You accept the risk of trading Futures by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services. You should not acquire or trade any Tokens unless you have sufficient financial resources and can afford to lose all value of the Tokens.
BW GROUP's decision to support transfer, storage or trading of any particular Token through the Services does not indicate BW GROUP's approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with Tokens and trading Tokens apply notwithstanding BW GROUP's decision to support a particular Token. BW GROUP does not provide trading advice, does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of any Token for trading or ownership by you.
- ACCOUNT FUNDING; TRANSFERS
6.1. Initial Account Funding. In order to engage in a Trade (as defined below) you must first transfer Tokens that are supported by the Services to your ACDX Account. The Services associated with your ACDX Account include a wallet service provided by BW GROUP (“Hosted Wallet”). The Hosted Wallet will permit you to generate one or more addresses to which Tokens may be transferred from an account, wallet or address not hosted or controlled by BW GROUP (“External Account”). BW GROUP 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”).
6.2. Deposits. You may periodically at your discretion transfer from an Approved External Account to your Hosted Wallet any Tokens that are supported for transfer and storage using the Services. If you transfer to your Hosted Wallet any Tokens that are not supported by the Services, such Tokens may be permanently lost.
6.3. Withdrawals. You are required to retain in your Hosted Wallet a sufficient quantity of Tokens necessary to satisfy any open orders (and applicable BW GROUP fees). In addition, there may be limits on the amounts that you are able to withdraw on a daily or other periodic basis. Otherwise, you may periodically at your discretion withdraw Tokens by transferring Tokens from your Hosted Wallet to an address not controlled by BW GROUP (“External Address”). BW GROUP may require you to verify that any External Address to which you seek to transfer Tokens is associated with an Approved External Account. You hereby authorize BW GROUP to use your Hosted Wallet to send to any External Address specified by you using the Services, the number of Tokens specified by you using the Services. BW GROUP is not able to reverse any transfers and will not have any responsibility or liability if you have instructed BW GROUP to send Tokens to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Token.
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 BW GROUP for any transfers; (b) ensuring that any inbound and outbound transfers are handled in compliance with BW GROUP requirements, third party service provider requirements or Token requirements; (c) ensuring that the address to which any Tokens are to be transferred is properly formatted and suitable for the type of Token being transferred; and (d) ensuring that there are no errors in any of the transfer instructions you provide using the Services. In the event you fail to comply with any requirements of this Section 6.4, the transferred Tokens may be permanently lost. The timing for completing any transfer will depend on third party actions that are outside the control of BW GROUP and BW GROUP makes no guarantee regarding the amount of time it may take to complete any transfer. BW GROUP may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Tokens into or out of your Hosted Wallet in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at BW GROUP's discretion.
- EXCHANGE ORDERS AND TRADES
7.1. Orders; Fees. A “Trade” is a completed exchange of Futures for Tokens for which trading is supported on the Services between you and another user of the Services whereby you purchase and sell Futures using Tokens. An “Order” is created when you enter an instruction to effect a Trade using the Services. When you enter an Order you authorize BW GROUP or the BW GROUP [smart contract/protocol] to list your proposed Trade on the ACDX platform. Acceptance and settlement of an Order by another user or actor on the ACDX platform through the BW GROUP [smart contract/protocol] constitutes a Trade. You agree to pay BW GROUP any applicable fees for Orders or Trades and authorize BW GROUP to deduct any such fees from your Hosted Wallet.
7.2. No Broker or Fiduciary Relationship. BW GROUP 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 Services. No communication or information provided to you by BW GROUP 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 the amount of Tokens you are seeking to stake, the specific Futures that you are willing to stake your Tokens on, ACDX's estimated fees for listing an Order and if the entire Trade were to be executed, and the total number of Tokens that will be transferred out of your Hosted Wallet if the entire Trade 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 ACDX Account will be updated to reflect the open Order and your Order will be included in ACDX's order book for matching with Orders from other users. If your Order is matched with another user, the Services will execute a Trade. Upon execution of a Trade, your ACDX Account will be updated to reflect that the Order has either been closed due to having been fully executed. Orders will remain open until fully executed or cancelled in accordance with Section 7.5 below. For purposes of effectuating a Trade, you authorize BW GROUP to take temporary control of the Tokens that you are disposing of in the Trade.
7.5. Cancellations. You may only cancel an order initiated via the Services if such cancellation occurs before your Order has been matched with an Order from another user. Once your Order has been matched with an Order from another user, you may not change, withdraw, or cancel your authorization for BW GROUP to complete such Order. BW GROUP reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.
7.6. Insufficient Tokens. If you have an insufficient amount of Tokens in your Hosted Wallet to fulfill an Order, BW GROUP may cancel the entire Order or may fulfill a partial Order that can be covered by the Tokens in your Hosted Wallet (after deducting any fees payable to BW GROUP in connection with the Trade).
- GENERAL SERVICE TERMS
8.1. Conditions and Restrictions. BW GROUP 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, BW GROUP 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 BW GROUP receives reasonable notice that your ownership of some or all of the Tokens in your ACDX 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 Futures or Tokens. BW GROUP retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Futures or Token using the Services, and may discontinue or terminate any support for any Futures or Token at any time for any or no reason. Unless otherwise required by law or law enforcement, BW GROUP will make reasonable efforts to notify you of its decision to cease to support of a Futures or Token. If BW GROUP ceases to support transfer or storage of a particular Token using the Services, BW GROUP will use commercially reasonable efforts to notify you at least  days prior so as to afford you with an opportunity to transfer the affected Token from your Hosted Wallet to an External Address. If you do not transfer the affected Token out of your Hosted Wallet prior to cessation of support for the Token by BW GROUP, the Token may be lost due to your inability to access, transfer or otherwise control the Token. BW GROUP will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Token.
8.4. Derivative Protocols. Unless BW GROUP notifies you or makes a public statement to the contrary, BW GROUP does not support not support metacoins, colored coins or other Tokens, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Token or Underlying Technology (“Derivative Protocols”) and you should not use your ACDX Account to attempt to transfer, store, trade or engage in any other type of transaction involving a Derivative Protocol. BW GROUP 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. BW GROUP 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. AML/KYC Compliance. It is anticipated we will become a registered Money Services Business, and BW GROUP maintains an internal anti-money laundering and know your customer compliance program (“AML/KYC Program”). The AML/KYC Program is a risk-based program founded on requirements of the Bank Secrecy Act, other anti-money laundering laws and implementing regulations, and guidance promulgated by the Financial Crimes Enforcement Network. This AML/KYC Program may be updated from time-to-time, including the procedures that BW GROUP users to verify its customers’ identities.
8.7. Error Correction Attempts. BW GROUP may, at its option and discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which BW GROUP has discovered that there was an error, whether such error was by you, BW GROUP or a third party. You hereby authorize BW GROUP to attempt any such correction, reversal or cancellation described in the preceding sentence. BW GROUP 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.
8.8. Unclaimed Property. If your ACDX Account has been inactive and you have not responded to reasonable attempts by BW GROUP to contact you for a period of several years (as defined by the relevant state statutes), BW GROUP may have an obligation to report any Tokens in your Hosted Wallet to the applicable governmental entity as unclaimed property. If this happens, BW GROUP will attempt to contact you using the contact information provided by you. If you do not respond, BW GROUP may be obligated to turn over any Tokens in your Hosted Wallet to the applicable governmental entity after deducting any fees payable to BW GROUP.
8.9. Property Disputes. If BW GROUP receives notice that any Tokens held in your Hosted Wallet are alleged to have been stolen or otherwise are not lawfully possessed by you, BW GROUP may, but has no obligation to, place an administrative hold on the affected Tokens or your Hosted Wallet. If BW GROUP does place an administrative hold on some or all of your Tokens, BW GROUP may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to BW GROUP has been provided to BW GROUP in a form acceptable to BW GROUP. BW GROUP will not involve itself in any such dispute or the resolution of the dispute. You agree that BW GROUP will have no liability or responsibility for any such hold, or for your inability to withdraw Tokens or execute Trades during the period of any such hold.
8.10. 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 BW GROUP 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 BW GROUP 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.
You agree to pay BW GROUP the fees described in the fee schedule at www.acdx.io/fees (“Fee Schedule”), as periodically updated by BW GROUP at BW GROUP's discretion. The updated Fee Schedule will apply prospectively to any Trades or other transactions that take place following the effective date of such updated Fee Schedule. You authorize BW GROUP to remove Tokens from your Hosted Wallet for any applicable fees owed by you under these Terms.
- CHANGES; SUSPENSION; TERMINATION
10.1. Changes to Services. BW GROUP 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.
10.2. Suspension or Termination of Services. BW GROUP 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.
10.3. No Liability. BW GROUP 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 (whether pursuant to this Section 10 or for any other reason). If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.
10.4. 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 BW GROUP will immediately become due; (b) BW GROUP may delete or deactivate your ACDX Account and all related information and files in such account without liability to you; and (c) BW GROUP 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 Tokens, BW GROUP 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 Tokens from your Hosted Wallet.
10.5. Survival. The terms of Sections 2.3, 3.3, 4, 5, 6 and 8 through 20 will survive any termination of your access to the Services.
- ELECTRONIC NOTICES
11.1. Consent to Electronic Delivery. You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that BW GROUP provides in connection with this Agreement, your ACDX Account or any Services. You agree that BW GROUP may provide these Communications to you by posting them via the Services, or by emailing them to you at the email address you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.
11.2. 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 BW GROUP and have sufficient storage space to save past Communications or an installed printer to print them.
11.3. Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to email@example.com. If you decline or withdraw consent to receive electronic Communications, BW GROUP may suspend or terminate your use of the Services
11.4. Updating Contact Information. It is your responsibility to keep your email address and/or mobile phone number on file with BW GROUP up to date so that BW GROUP can communicate with you electronically. If BW GROUP 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, BW GROUP 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 BW GROUP to your email address book so that you will be able to receive the Communications BW GROUP sends to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at https://support.acdx.io. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by BW GROUP are returned, BW GROUP may deem your account to be inactive, and you may not be able to complete any transaction via our Services until BW GROUP receives a valid, working email address or mobile phone number from you.
- PROPRIETARY RIGHTS
12.1. Ownership of Services. The Services, Site and all technology, content and other materials used, displayed or provided in connection with the Services or Site (“BW GROUP Materials”) together with all intellectual property rights in any of the foregoing are, as between you and BW GROUP, owned by BW GROUP.
12.2. Limitations. You may use the BW GROUP Materials solely as authorized by BW GROUP in connection with your use of the Services for as long as BW GROUP 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 BW GROUP Materials or use the Site, Services or BW GROUP Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or BW GROUP Materials, or any portion thereof; (c) frame, display or incorporate the Site, Services or BW GROUP 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 BW GROUP Materials; (e) use the Site, Services or BW GROUP Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or BW GROUP Materials for any commercial or noncommercial purpose other than their intended purposes determined at BW GROUP's discretion. “BW GROUP”, any product or service names, logos, and other marks used on the Site or BW GROUP Materials, or otherwise in connection with the Services, are trademarks owned by BW GROUP or its licensors. You may not copy, imitate or use them without BW GROUP's prior written consent.
12.3. Feedback. BW GROUP will own any feedback, suggestions, ideas, or other information or materials regarding BW GROUP or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to BW GROUP 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.
12.4. User Content. You hereby grant to BW GROUP 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 BW GROUP using the Services or submit or post to the Site and that is not Feedback owned by BW GROUP (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 BW GROUP of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. BW GROUP may remove any User Content from the Site for any reason at BW GROUP's discretion.
- THIRD-PARTY CONTENT
In using the Services, you may view content provided by third parties (“Third-Party Content”). BW GROUP does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for 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. BW GROUP is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
- DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE BW GROUP MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BW GROUP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND BW GROUP EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, BW GROUP DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR BW GROUP MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
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.
You will defend, indemnify, and hold harmless BW GROUP, its Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) any Feedback or User Content you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, BW GROUP (or, at BW GROUP's discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether BW GROUP wishes to settle, and if so, on what terms.
- DISCLAIMER OF DAMAGES
IN NO EVENT WILL BW GROUP, 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 BW GROUP MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BW GROUP, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF BW GROUP), EVEN IF BW GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- LIMITATION OF LIABILITY
IN NO EVENT WILL THE LIABILITY OF BW GROUP, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH SITE, THE SERVICES, THE BW GROUP MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BW GROUP, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF BW GROUP) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO BW GROUP UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
You and BW GROUP (“All Parties”) agree to arbitrate any dispute arising from these Terms or relating to the Service, except that you and BW GROUP are not required to arbitrate any dispute in which either party seeks other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. You and BW GROUP agree that you will notify each other of any dispute within 30 days of when it arises, that you will attempt informal resolution prior to any demand for arbitration and that arbitration will be conducted confidentially by a single arbitrator. You and BW GROUP also agree that the court in Seychelles where BW GROUP is located has exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. In any arbitration, the parties will not seek discovery from each other, and the arbitrator shall not allow parties to engage in discovery; rather, each party shall disclose the evidence supporting their positions at some mutually agreeable time and date prior to the final hearing. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Neither you nor BW GROUP will participate in a class action or class-wide arbitration for any claims covered by these Terms. You also agree not to participate in claims brought in by a private attorney general or representative capacity, or consolidated claims involving another person, if any Party is a party to the proceeding. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then that language shall be deemed to have been dropped from these Terms and the remaining obligations relating to arbitration shall continue in full force and effect.
- GOVERNING LAW
The Terms and your use of the Services will be governed by and construed in accordance with the laws of Seychelles. You agree that any action at law pursued by You and arising out of or relating to the Terms not subject to arbitration (as set forth above) will be filed only in the Court in the jurisdiction where BW GROUP is respectively registered and You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such court over any suit, action or proceeding arising out of the Terms.
- OTHER TERMS
20.1. Copyright Violations. BW GROUP has a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify BW GROUP by emailing firstname.lastname@example.org.
20.2. Remedies. If you violate any of these Terms, BW GROUP may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. BW GROUP shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by BW GROUP pursuant to this paragraph. Any right or remedy of BW GROUP 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.
20.3. BW GROUP 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 BW GROUP, its Affiliates or their respective contractors. To the extent that an Affiliate of BW GROUP, or contractor of BW GROUP or an Affiliate of BW GROUP, 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 BW GROUP's name occurs in these Terms.
20.4. Nonwaiver. BW GROUP's failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
20.5. Severability. 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.
20.6. Force Majeure. BW GROUP 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 BW GROUP, 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.
20.7. 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. BW GROUP 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.
20.8. Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
20.9. 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 BW GROUP, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.