PLATFORM TERMS OF USE
XAMAX PLATFORM TERMS OF USE
Our website address is: https://xamax.io.
XAMAX Platform: The XAMAX Platform encompasses www.xamax.io, as well as any web or mobile applications, applets, platforms, portals, and other IT applications developed or to be developed by XAMAX, accessible online.
XAMAX: XAMAX refers to any entity within the XAMAX group of companies and/or XAMAX partners / affiliates, including present or future parent, subsidiary, or affiliate corporations, holding licenses to, or operating any part of the XAMAX Platform, or providing XAMAX Services. For clarity in these Terms, "we," "our," and "us" denote XAMAX.
XAMAX Services: These are various services offered to users by XAMAX companies through XAMAX Platforms. Specific legal agreements or terms and conditions governing the service you choose to utilize will indicate your service provider:
API: The application programming interface that enables the Company to integrate their own software applications with the XAMAX platform.
Affiliate: When used with respect to a specific Person, a Person that directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of coting securities or other interests, by contract or otherwise.
End-customers: User's customers, regardless of whether they are individuals or corporations, who pay for the User's services/goods using the Platform.
According to this Agreement, all references to time shall mean the time zone of UTC+1.
Working (business) days: For the purpose of this Agreement, are Monday through Friday, except for public holidays Singapore.
XAMAX: XAMAX refers to any entity within the XAMAX group of companies and/or XAMAX partners / affiliates, including present or future parent, subsidiary, or affiliate corporations, holding licenses to, or operating any part of the XAMAX Platform, or providing XAMAX Services. For clarity in these Terms, "we," "our," and "us" denote XAMAX.
XAMAX Services: These are various services offered to users by XAMAX companies through XAMAX Platforms. Specific legal agreements or terms and conditions governing the service you choose to utilize will indicate your service provider:
- DIGITAL SOUL (SINGAPORE) PTE LTD. is a Singapore company, providing technical solutions for XAMAX Platform, and not providing financial services, having its registered office at registered at 68 Circular Road #02-01, 049422 Singapore, company number 202023235R.
- XAMAX FINANCE LTD. is a British Columbia, Canada company authorized by the Financial Transactions and Reports Analysis Centre of Canada (hereinafter referred to as “FINTRAC”) to provide financial services as Money Service Business, having its registered office at registered at 1095 McKenzie Ave Suite 300, Victoria, British Columbia, V8P 2L5, Canada, company number BC1335108.
- Other legal entities that may be connected or registered to provide XAMAX services.
API: The application programming interface that enables the Company to integrate their own software applications with the XAMAX platform.
Affiliate: When used with respect to a specific Person, a Person that directly or indirectly, through one (1) or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of coting securities or other interests, by contract or otherwise.
End-customers: User's customers, regardless of whether they are individuals or corporations, who pay for the User's services/goods using the Platform.
According to this Agreement, all references to time shall mean the time zone of UTC+1.
Working (business) days: For the purpose of this Agreement, are Monday through Friday, except for public holidays Singapore.
These XAMAX Platform Terms of Use are entered into between you (hereinafter referred to as “you” or “your”) and XAMAX (as defined below) and govern your use of the XAMAX Platform (referred to as "the Platform" or “XAMAX Platform”).
User and XAMAX will be referred to separately in the Terms of Use each individually as the Party and collectively as the Parties.
By accessing, browsing, or utilizing any content on the Platform, you implicitly agree to abide by these Terms of Use.
It's crucial to thoroughly review these terms as they dictate your interaction with the Platform and any services offered therein. Specific features or services may be subject to additional agreements, presented before use.
The Platform and its services are tailored for corporate users. Consumer access or use of the Platform is discouraged.
By accessing or using the Platform or its services, you implicitly agree:
User and XAMAX will be referred to separately in the Terms of Use each individually as the Party and collectively as the Parties.
By accessing, browsing, or utilizing any content on the Platform, you implicitly agree to abide by these Terms of Use.
It's crucial to thoroughly review these terms as they dictate your interaction with the Platform and any services offered therein. Specific features or services may be subject to additional agreements, presented before use.
The Platform and its services are tailored for corporate users. Consumer access or use of the Platform is discouraged.
By accessing or using the Platform or its services, you implicitly agree:
- To adhere to these terms.
- To utilize the Platform and services for lawful purposes only.
INTRODUCTION
DEFINITIONS
GENERAL PROVISIONS
XAMAX grants the User with the non-exclusive License to the Platform, API interface, and provides the User with Services, listed in this Terms of Use and in separate Agreements with the User(s) (all the above will hereinafter be referred to as the “Services” or “XAMAX Services”), and User pays XAMAX with the Fees, on the conditions and in the amount, agreed by the Parties withing within the Terms of Use.
XAMAX Services within the framework of this Terms of Use includes the following:
XAMAX Services within the framework of this Terms of Use includes the following:
- providing the User with access to the Platform to enable the User to create and manage their wallets, process transactions and receive payments from End-customers;
- providing the User with the ability to accept the payments in fiat and cryptocurrencies from their End-customers with the use of a Platform;
- providing the User with the ability to convert fiat currency into cryptocurrency, and vice versa with the use of a Platform;
- providing technical support to the User regarding the use of the Platform;
- providing additional services as agreed to by the Parties within separate Agreements.
WARRANTIES, UNDERTAKINGS AND REPRESENTATIONS
The User represents and warrants that it has the legal capacity to enter into this Terms of Use, that it is duly authorized to perform its obligations hereunder, and that it will comply with all applicable laws and regulations in connection with its performance under this Terms of Use.
The User represents and warrants that it has the necessary rights and licenses to use any trademarks, service marks, or logos that it may use in connection with its performance under this Terms of Use.
The User represents and warrants that at all times using XAMAX Platform, in respect of all and any Transactions:
The User acknowledges that XAMAX shall have the right to convert the currency of the processed funds to a foreign currency, pursuant to, inter alia, a request made by any financial institution and/or at XAMAX’s sole discretion. For the avoidance of doubt, in the event that, following the currency conversion, the amount of the funds due to the User falls short of the amount processed prior to the currency conversion, the User agrees to fully waive any claims of whatever nature which may arise in this respect by the User and/or anyone on the User’s behalf against XAMAX.
In the event the User wishes to use the Services with regards to cryptocurrency units, according to which the User wants funds in fiat currencies to be converted into cryptocurrency units, or vice versa wants cryptocurrency units to be converted into fiat currencies, the User understands that whereas the virtual currency market is decentralized and dynamic the value and prices can be often highly unpredictable and extremely volatile. In this respect, the User acknowledges that any such conversion between the currencies will be done in accordance with the applicable exchange rate and exchange commissions established by XAMAX and will incur additional fees and charges.
Nothing in this Terms of Use shall be deemed to create any agency, partnership, joint venture, employer-employee, or other similar relationship between the Parties. The Parties acknowledge that they are not authorized to make any representations or commitments on behalf of the other Party, except as expressly provided for in this Terms of Use.
The User represents and warrants that it has the necessary rights and licenses to use any trademarks, service marks, or logos that it may use in connection with its performance under this Terms of Use.
The User represents and warrants that at all times using XAMAX Platform, in respect of all and any Transactions:
- the User's legal entity is duly incorporated, organized and validly subsisting under the laws of the jurisdiction of its incorporation, is not a reporting or public User, has all requisite powers, capacities, licenses and permits under any legislation governing its affairs and all other laws applicable to it, and under its articles of incorporation, bylaws and governing resolutions, to:
- own, negotiate or transfer any payment method used to execute a Transaction;
- carry on all business in which the User is engaged; and
- enter into, exercise its rights and perform and comply with its obligations under this Terms of Use, and all actions, conditions and things have been done, taken or fulfilled with respect thereto, that are required by law, contract or otherwise.
- the User disclosed to XAMAX every factor or matter known to the User including all material information regarding the nature of the User's business that the User knew, ought to have known, or would influence a reasonably prudent person in its decision of whether or not to enter into this Terms of Use;
- The business carried on by the User and for which the Services are sought is a legitimate, lawful business and the User is not engaged in any conduct or transactions which may be considered unlawful in any jurisdiction in which the User provides its services. The User does not and shall not breach any applicable laws and regulations in respect of the business;
- all Transactions are bona fide transactions and are not fraudulent, and the information provided to XAMAX shall not be false, inaccurate or misleading;
- the User shall not initiate or process a Transaction on behalf of any other person, or where the Transaction does not relate to a genuine sale or supply, or knowing (or in circumstances where it should reasonably know) the Transaction is fraudulent or unlawful;
- it has the necessary rights and licenses to provide the Services under this Terms of Use.
- it will use commercially reasonable efforts to provide the Services in accordance with this Terms of Use.
The User acknowledges that XAMAX shall have the right to convert the currency of the processed funds to a foreign currency, pursuant to, inter alia, a request made by any financial institution and/or at XAMAX’s sole discretion. For the avoidance of doubt, in the event that, following the currency conversion, the amount of the funds due to the User falls short of the amount processed prior to the currency conversion, the User agrees to fully waive any claims of whatever nature which may arise in this respect by the User and/or anyone on the User’s behalf against XAMAX.
In the event the User wishes to use the Services with regards to cryptocurrency units, according to which the User wants funds in fiat currencies to be converted into cryptocurrency units, or vice versa wants cryptocurrency units to be converted into fiat currencies, the User understands that whereas the virtual currency market is decentralized and dynamic the value and prices can be often highly unpredictable and extremely volatile. In this respect, the User acknowledges that any such conversion between the currencies will be done in accordance with the applicable exchange rate and exchange commissions established by XAMAX and will incur additional fees and charges.
Nothing in this Terms of Use shall be deemed to create any agency, partnership, joint venture, employer-employee, or other similar relationship between the Parties. The Parties acknowledge that they are not authorized to make any representations or commitments on behalf of the other Party, except as expressly provided for in this Terms of Use.
PROVISION OF SERVICES
The User shall provide XAMAX with all necessary information and materials reasonably required to provide the Services. The User shall also cooperate with XAMAX and its personnel in connection with the provision of the Services.
XAMAX shall use commercially reasonable efforts to maintain the availability of the Platform and other Services. However, XAMAX shall not be liable for any interruption, delay, or unavailability of the Services caused by factors outside of its control, including without limitation, technical issues, blockchain protocol delays, or force majeure events.
The User acknowledges and agrees that the Services are provided on an "as is" and "as available" basis, without any warranties or representations of any kind, express or implied, including without limitation, any warranty of User ability or fitness for a particular purpose.
In no event shall XAMAX be liable to the User for any indirect, special, incidental, or consequential damages arising out of or in connection with the provision of the Services, regardless of whether the User has been advised of the possibility of such damages.
The User agrees to indemnify, defend and hold XAMAX and its affiliates, directors, officers, employees, and agents harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with the User's use of the Services.
The User acknowledges and agrees that XAMAX may use third-party service providers to provide certain aspects of the Services, and that XAMAX shall not be liable for any act or omission of such third-party service providers. However, it is an obligation of XAMAX to ensure that the actions of third-party service providers are fair, and consistent with the quality of service that would normally be provided in normal practice
The User acknowledges that XAMAX relies on the availability and proper functioning of external internet-based services, such as hosting services and telecommunication services, which are beyond XAMAX's control. The User also acknowledges that XAMAX shall not be responsible for any problems arising from the failure of external internet-based services, including but not limited to DDoS attacks, third-party providers, or lack of connection from or to the User's platform.
The User shall be solely responsible for arranging alternative access routes in the event of any problems or interruptions in the User's access to the XAMAX platform and services, including but not limited to problems arising from the failure of external internet-based services. The User shall indemnify and hold harmless XAMAX from all claims, damages, or losses arising from any problems or interruptions in the User's access to the XAMAX platform and services.
The User shall be solely responsible for the KYC of its End-customers and their transactions managed through the Platform. The User shall comply with all applicable laws, regulations, and industry standards regarding KYC and anti-money laundering (AML) requirements. The User shall ensure that all information provided by End-customers in connection with transactions is accurate and complete. The User shall be solely responsible for any disputes or issues that arise with End-customers in connection with transactions carried out through the Platform.
The User agrees to use the Services solely for lawful purposes and in compliance with all applicable laws and regulations. The User shall not use the Services to conduct any illegal or fraudulent activities, including without limitation, money laundering or terrorist financing.
The User and XAMAX acknowledge that any modifications to this Terms of Use shall require prior negotiation and mutual Terms of Use in writing by both parties. Such modifications shall not be considered effective unless formally documented and consented to by both parties.
The User acknowledges and agrees that the use of the Service involves risks, including but not limited to the risk of loss of funds. The User understands and agrees that XAMAX shall not be liable for any loss or damage resulting from the User's use of the Service, including but not limited to any loss of funds resulting from the User's misuse of the Service. The User is solely responsible for ensuring that it uses the Service in accordance with this Terms of Use and any applicable laws and regulations.
The User acknowledges and agrees that it shall not make any unauthorized modifications to the source code of the Service and shall not permit any third party to do so. The User acknowledges and agrees that any unauthorized modifications to the source code of the Service by the User or any third parties may result in the Service not functioning properly or may cause other issues. In the event of such unauthorized modifications, XAMAX shall be entitled to immediately terminate this Terms of Use and shall not be liable for any consequences resulting from such unauthorized modifications to the source code of the Service.
XAMAX reserves the right to change the terms and conditions of these Terms of Use by publishing a new version of the document on the website. Users will be notified of all material changes 30 days in advance, unless the changes are due to an urgent change in circumstances or legislation that requires immediate change
XAMAX shall use commercially reasonable efforts to maintain the availability of the Platform and other Services. However, XAMAX shall not be liable for any interruption, delay, or unavailability of the Services caused by factors outside of its control, including without limitation, technical issues, blockchain protocol delays, or force majeure events.
The User acknowledges and agrees that the Services are provided on an "as is" and "as available" basis, without any warranties or representations of any kind, express or implied, including without limitation, any warranty of User ability or fitness for a particular purpose.
In no event shall XAMAX be liable to the User for any indirect, special, incidental, or consequential damages arising out of or in connection with the provision of the Services, regardless of whether the User has been advised of the possibility of such damages.
The User agrees to indemnify, defend and hold XAMAX and its affiliates, directors, officers, employees, and agents harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with the User's use of the Services.
The User acknowledges and agrees that XAMAX may use third-party service providers to provide certain aspects of the Services, and that XAMAX shall not be liable for any act or omission of such third-party service providers. However, it is an obligation of XAMAX to ensure that the actions of third-party service providers are fair, and consistent with the quality of service that would normally be provided in normal practice
The User acknowledges that XAMAX relies on the availability and proper functioning of external internet-based services, such as hosting services and telecommunication services, which are beyond XAMAX's control. The User also acknowledges that XAMAX shall not be responsible for any problems arising from the failure of external internet-based services, including but not limited to DDoS attacks, third-party providers, or lack of connection from or to the User's platform.
The User shall be solely responsible for arranging alternative access routes in the event of any problems or interruptions in the User's access to the XAMAX platform and services, including but not limited to problems arising from the failure of external internet-based services. The User shall indemnify and hold harmless XAMAX from all claims, damages, or losses arising from any problems or interruptions in the User's access to the XAMAX platform and services.
The User shall be solely responsible for the KYC of its End-customers and their transactions managed through the Platform. The User shall comply with all applicable laws, regulations, and industry standards regarding KYC and anti-money laundering (AML) requirements. The User shall ensure that all information provided by End-customers in connection with transactions is accurate and complete. The User shall be solely responsible for any disputes or issues that arise with End-customers in connection with transactions carried out through the Platform.
The User agrees to use the Services solely for lawful purposes and in compliance with all applicable laws and regulations. The User shall not use the Services to conduct any illegal or fraudulent activities, including without limitation, money laundering or terrorist financing.
The User and XAMAX acknowledge that any modifications to this Terms of Use shall require prior negotiation and mutual Terms of Use in writing by both parties. Such modifications shall not be considered effective unless formally documented and consented to by both parties.
The User acknowledges and agrees that the use of the Service involves risks, including but not limited to the risk of loss of funds. The User understands and agrees that XAMAX shall not be liable for any loss or damage resulting from the User's use of the Service, including but not limited to any loss of funds resulting from the User's misuse of the Service. The User is solely responsible for ensuring that it uses the Service in accordance with this Terms of Use and any applicable laws and regulations.
The User acknowledges and agrees that it shall not make any unauthorized modifications to the source code of the Service and shall not permit any third party to do so. The User acknowledges and agrees that any unauthorized modifications to the source code of the Service by the User or any third parties may result in the Service not functioning properly or may cause other issues. In the event of such unauthorized modifications, XAMAX shall be entitled to immediately terminate this Terms of Use and shall not be liable for any consequences resulting from such unauthorized modifications to the source code of the Service.
XAMAX reserves the right to change the terms and conditions of these Terms of Use by publishing a new version of the document on the website. Users will be notified of all material changes 30 days in advance, unless the changes are due to an urgent change in circumstances or legislation that requires immediate change
TECHNICAL SUPPORT
XAMAX shall provide reasonable support to the User with respect to the Services provided under this Terms of Use. The User may contact XAMAX through the designated support channels in case of any issues or difficulties with the Services. XAMAX shall use commercially reasonable efforts to respond to the User's inquiries and provide assistance in a timely manner.
XAMAX shall not be responsible for any delays or interruptions in the Services due to technical difficulties, maintenance or repair work, or other factors beyond its reasonable control. XAMAX may suspend or temporarily discontinue the Services without prior notice for the purpose of maintenance or repair work or for other reasonable cause.
XAMAX shall not be liable for any loss, damage or cost arising from the User's use of the Services or any unauthorized access to or modification of the User's data or account. The User shall be solely responsible for maintaining the security and confidentiality of its account information, passwords, and access keys, and for preventing unauthorized access to its account or use of the Services.
XAMAX shall not be responsible for any delays or interruptions in the Services due to technical difficulties, maintenance or repair work, or other factors beyond its reasonable control. XAMAX may suspend or temporarily discontinue the Services without prior notice for the purpose of maintenance or repair work or for other reasonable cause.
XAMAX shall not be liable for any loss, damage or cost arising from the User's use of the Services or any unauthorized access to or modification of the User's data or account. The User shall be solely responsible for maintaining the security and confidentiality of its account information, passwords, and access keys, and for preventing unauthorized access to its account or use of the Services.
PAYMENT TERMS
XAMAX charges the Service Fee of each transaction, processed with the use of the Platform, excluding payment system and blockchain fees and commissions charged. The settlement is performed upon completion of each transaction.
The amount of the Service Fee is to be determined:
The User shall keep the balance of its account topped-up for internal transaction. In the event that an internal transaction cannot be executed due to a lack of assets on the User's balance, the User waives any claim against the Service.
The amount of the Service Fee is to be determined:
- tariffs listed on the XAMAX website;
- individual pricing proposals accepted by the User;
- annexes and additional agreements between the Parties;
- in any other manner agreed by the Parties.
- any blockchain commissions or transaction fees that may be incurred as a result of using the Services or any third-party wallet or purse utilized in connection with the Services. The User acknowledges and agrees that such fees shall be paid by the User and shall not be deducted from any payment owed by the Processor to the User.
- any commissions or fees charged by third-party vendors (financial and banking institutions, payment providers and payment methods) for operating with End-customer funds, including but not limited to deposits, withdrawals, conversions, bank fees and costs, retrieval alerts or any other charges or amounts payable in respect of the clearing accounts. Such fees shall be paid by the User and shall not be deducted from any payment owed by the Processor to the User.
- any fee and/or other charge or amount payable to XAMAX under or in relation to this Terms of Use;
- any tax, levy, or other official impost payable to any party in respect of the clearing accounts and/or the Services.
The User shall keep the balance of its account topped-up for internal transaction. In the event that an internal transaction cannot be executed due to a lack of assets on the User's balance, the User waives any claim against the Service.
The Receiving Party acknowledges that it may have access to Confidential Information during the term of this Terms of Use. The Receiving Party shall not use any Confidential Information for any purpose other than as necessary to perform its obligations under this Terms of Use and shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
Confidential Information means any information or data, whether written, verbal, electronic, or otherwise, which, if disclosed to any third party, would foreseeably cause competitive harm to the Disclosing Party, including but not limited to: source code, algorithms, API, product specifications, trade secrets, know-how, customer data, marketing plans, financial information, and any other information designated as confidential by the Disclosing Party.
The Receiving Party shall use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Disclosing Party and to ensure that any Confidential Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Terms of Use. Such measures shall be at least the equivalent of measures which the Receiving Party uses to protect the Receiving Party’s own most valuable and confidential proprietary information.
In the event of any unauthorized disclosure of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party in writing and take all reasonable steps to prevent further unauthorized disclosure. The Receiving Party shall be liable for any unauthorized disclosure of Confidential Information and shall indemnify and hold harmless the Disclosing Party and its affiliates, as well as their directors, shareholders, and UBOs from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by the Disclosing Party as a result of such unauthorized disclosure.
By entering into this Terms of Use, each party acknowledges and agrees that any breach of this confidentiality provision may cause irreparable harm to the Disclosing Party and its affiliates, as well as their directors, shareholders, and UBOs, and that the Disclosing Party shall be entitled to seek injunctive relief to prevent any further unauthorized disclosure, in addition to any other remedies available to it.
The confidentiality obligations set forth in this section of the Terms of Use shall survive for 3 years after termination of the relationship between the Parties
Confidential Information means any information or data, whether written, verbal, electronic, or otherwise, which, if disclosed to any third party, would foreseeably cause competitive harm to the Disclosing Party, including but not limited to: source code, algorithms, API, product specifications, trade secrets, know-how, customer data, marketing plans, financial information, and any other information designated as confidential by the Disclosing Party.
The Receiving Party shall use at least reasonable care and adequate measures to protect the security of the Confidential Information of the Disclosing Party and to ensure that any Confidential Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Terms of Use. Such measures shall be at least the equivalent of measures which the Receiving Party uses to protect the Receiving Party’s own most valuable and confidential proprietary information.
In the event of any unauthorized disclosure of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party in writing and take all reasonable steps to prevent further unauthorized disclosure. The Receiving Party shall be liable for any unauthorized disclosure of Confidential Information and shall indemnify and hold harmless the Disclosing Party and its affiliates, as well as their directors, shareholders, and UBOs from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) incurred by the Disclosing Party as a result of such unauthorized disclosure.
By entering into this Terms of Use, each party acknowledges and agrees that any breach of this confidentiality provision may cause irreparable harm to the Disclosing Party and its affiliates, as well as their directors, shareholders, and UBOs, and that the Disclosing Party shall be entitled to seek injunctive relief to prevent any further unauthorized disclosure, in addition to any other remedies available to it.
The confidentiality obligations set forth in this section of the Terms of Use shall survive for 3 years after termination of the relationship between the Parties
CONFIDENTIALITY OBLIGATIONS
INTELLECTUAL PROPERTY
All intellectual property rights related to the Platform and API interface provided by XAMAX under this Terms of Use, including but not limited to patents, trademarks, trade secrets, copyrights, and other proprietary rights, are and shall remain the sole and exclusive property of XAMAX.
The User shall not use the intellectual property rights of XAMAX without XAMAX's prior written consent.
The User shall own all intellectual property rights in any content, materials or information provided by it to XAMAX for the purpose of providing the Services, subject to this Terms of Use.
The User represents and warrants that it has all necessary rights, licenses, permissions, and consents to provide the Services, and that such provision does not infringe or violate any third-party rights.
The User shall indemnify, defend, and hold harmless XAMAX, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with any infringement or alleged infringement of any third-party intellectual property rights resulting from the User's provision of content, materials or information to XAMAX.
In the event of any infringement or threatened infringement of XAMAX's intellectual property rights, XAMAX may, at its option, take any legal action it deems appropriate to protect its rights, including without limitation seeking injunctive relief, damages, and attorneys' fees. The User shall cooperate with XAMAX in any such legal action.
The termination or expiration of this Terms of Use shall not affect the ownership or validity of the intellectual property rights of XAMAX, or the license granted to the User.
The User shall not use the intellectual property rights of XAMAX without XAMAX's prior written consent.
The User shall own all intellectual property rights in any content, materials or information provided by it to XAMAX for the purpose of providing the Services, subject to this Terms of Use.
The User represents and warrants that it has all necessary rights, licenses, permissions, and consents to provide the Services, and that such provision does not infringe or violate any third-party rights.
The User shall indemnify, defend, and hold harmless XAMAX, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with any infringement or alleged infringement of any third-party intellectual property rights resulting from the User's provision of content, materials or information to XAMAX.
In the event of any infringement or threatened infringement of XAMAX's intellectual property rights, XAMAX may, at its option, take any legal action it deems appropriate to protect its rights, including without limitation seeking injunctive relief, damages, and attorneys' fees. The User shall cooperate with XAMAX in any such legal action.
The termination or expiration of this Terms of Use shall not affect the ownership or validity of the intellectual property rights of XAMAX, or the license granted to the User.
PRIVACY OBLIGATIONS
The Parties undertake to comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).
The User represents and warrants that it has obtained all necessary consents and permissions to collect, process, store, and transfer personal data related to its customers or other data subjects as necessary for the performance of the Services under this Terms of Use.
The User is deemed to be the sole controller for the personal data of their End customers.
The Parties agree to implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
The Parties agree to promptly notify each other of any actual or suspected personal data breach, and to cooperate with each other in any investigations, remedial actions, or notifications required by applicable law.
The Parties acknowledge that the processing of personal data under this Terms of Use may be subject to the GDPR and any other applicable data protection laws.
The Parties agree to comply with the GDPR and any other applicable data protection laws and regulations, and to implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
The User warrants that it has provided all necessary notices to and obtained all necessary consents from data subjects in accordance with the GDPR and any other applicable data protection laws and regulations.
The Parties agree to cooperate with each other in any investigations, remedial actions, or notifications required by the GDPR or any other applicable data protection laws and regulations.
The Parties agree that in the event of a conflict between this Terms of Use and the GDPR or any other applicable data protection laws and regulations, the latter shall prevail.
Contact email for contacting XAMAX regarding personal data processing: [email protected].
The User represents and warrants that it has obtained all necessary consents and permissions to collect, process, store, and transfer personal data related to its customers or other data subjects as necessary for the performance of the Services under this Terms of Use.
The User is deemed to be the sole controller for the personal data of their End customers.
The Parties agree to implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
The Parties agree to promptly notify each other of any actual or suspected personal data breach, and to cooperate with each other in any investigations, remedial actions, or notifications required by applicable law.
The Parties acknowledge that the processing of personal data under this Terms of Use may be subject to the GDPR and any other applicable data protection laws.
The Parties agree to comply with the GDPR and any other applicable data protection laws and regulations, and to implement appropriate technical and organizational measures to ensure the security and confidentiality of personal data.
The User warrants that it has provided all necessary notices to and obtained all necessary consents from data subjects in accordance with the GDPR and any other applicable data protection laws and regulations.
The Parties agree to cooperate with each other in any investigations, remedial actions, or notifications required by the GDPR or any other applicable data protection laws and regulations.
The Parties agree that in the event of a conflict between this Terms of Use and the GDPR or any other applicable data protection laws and regulations, the latter shall prevail.
Contact email for contacting XAMAX regarding personal data processing: [email protected].
INDEMNIFICATION AND LIABILITY
The Parties shall be liable under this Terms of Use for any breach of its terms and conditions. In the event of any dispute arising under or in connection with this Terms of Use, the Parties shall be liable to compensate the injured Party for all direct losses and any costs incurred for legal representation. The Parties are not liable for indirect losses and reputational damage caused to the other party. The Parties shall be jointly and severally liable for any such losses or costs.
IN ANY CASE, XAMAX'S LIABILITY WILL BE LIMITED TO THE AMOUNT OF THE SERVICE FEES RECEIVED FOR THE LAST 3 MONTHS.
The XAMAX Platform integrates with blockchain technology to facilitate secure and transparent transactions. The User's wallets are generated through the XAMAX Platform within an integrated blockchain API in accordance with the terms of blockchain technology: https://www.blockchain.com/legal/terms, ensuring that the wallet and all data related to the transaction are immediately operated in the blockchain infrastructure with zero influence or control from XAMAX. Any digital assets transaction executed using the interface provided by the wallet must be confirmed and recorded in the digital assets ledger associated with the relevant digital assets network, which are decentralized, peer-to-peer independent networks. In light of that XAMAX can't be responsible for the safety of funds or the authenticity of transactions within the blockchain.
XAMAX's liability is expressly limited to the operability and functionality of the XAMAX Platform itself. XAMAX cannot exert control or influence over the processing of transactions within the blockchain. Consequently, XAMAX shall not be held responsible for any issues related to the safety, security, or accuracy of blockchain-based transactions.
XAMAX accepts and undertakes responsibility under the Service Level Terms of Use (SLA) with the User. In the event that the XAMAX Platform experiences inoperability for a cumulative period exceeding 30 minutes within a single calendar month, XAMAX commits to compensating the User. This compensation shall take the form of a reduction in the fees charged for processing the User's transactions through the Platform. The reduction will be equal to the amount of funds lost as a direct result of the inoperability of the Platform over 30 minutes but shall not exceed 50% of the fees that would typically be charged. The User agrees to indemnify, defend and hold XAMAX, its affiliates, directors, officers, employees, and agents harmless from and against any and all claims, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorney's fees and court costs) arising from or relating to any breach of this Terms of Use by the User, any violation of applicable laws or regulations by the User, or any use of the Services by the User that is not in compliance with this Terms of Use or any applicable laws or regulations. The User shall promptly reimburse XAMAX for any fines, penalties or other liabilities imposed on XAMAX arising out of the User's actions or omissions.
The indemnification obligations of the Parties under this Section 10 shall survive the termination or expiration of this Terms of Use.
The Parties shall promptly notify each other in writing of any claim, demand or legal proceeding for which indemnification may be sought under this Section 10, provided that failure to promptly notify the other Party shall not relieve the indemnifying Party of its obligations hereunder except to the extent it is actually prejudiced by such failure.
In any indemnification action, the indemnified Party shall have the right to participate in the defense, at its own expense, with counsel of its own choosing.
IN ANY CASE, XAMAX'S LIABILITY WILL BE LIMITED TO THE AMOUNT OF THE SERVICE FEES RECEIVED FOR THE LAST 3 MONTHS.
The XAMAX Platform integrates with blockchain technology to facilitate secure and transparent transactions. The User's wallets are generated through the XAMAX Platform within an integrated blockchain API in accordance with the terms of blockchain technology: https://www.blockchain.com/legal/terms, ensuring that the wallet and all data related to the transaction are immediately operated in the blockchain infrastructure with zero influence or control from XAMAX. Any digital assets transaction executed using the interface provided by the wallet must be confirmed and recorded in the digital assets ledger associated with the relevant digital assets network, which are decentralized, peer-to-peer independent networks. In light of that XAMAX can't be responsible for the safety of funds or the authenticity of transactions within the blockchain.
XAMAX's liability is expressly limited to the operability and functionality of the XAMAX Platform itself. XAMAX cannot exert control or influence over the processing of transactions within the blockchain. Consequently, XAMAX shall not be held responsible for any issues related to the safety, security, or accuracy of blockchain-based transactions.
XAMAX accepts and undertakes responsibility under the Service Level Terms of Use (SLA) with the User. In the event that the XAMAX Platform experiences inoperability for a cumulative period exceeding 30 minutes within a single calendar month, XAMAX commits to compensating the User. This compensation shall take the form of a reduction in the fees charged for processing the User's transactions through the Platform. The reduction will be equal to the amount of funds lost as a direct result of the inoperability of the Platform over 30 minutes but shall not exceed 50% of the fees that would typically be charged. The User agrees to indemnify, defend and hold XAMAX, its affiliates, directors, officers, employees, and agents harmless from and against any and all claims, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorney's fees and court costs) arising from or relating to any breach of this Terms of Use by the User, any violation of applicable laws or regulations by the User, or any use of the Services by the User that is not in compliance with this Terms of Use or any applicable laws or regulations. The User shall promptly reimburse XAMAX for any fines, penalties or other liabilities imposed on XAMAX arising out of the User's actions or omissions.
The indemnification obligations of the Parties under this Section 10 shall survive the termination or expiration of this Terms of Use.
The Parties shall promptly notify each other in writing of any claim, demand or legal proceeding for which indemnification may be sought under this Section 10, provided that failure to promptly notify the other Party shall not relieve the indemnifying Party of its obligations hereunder except to the extent it is actually prejudiced by such failure.
In any indemnification action, the indemnified Party shall have the right to participate in the defense, at its own expense, with counsel of its own choosing.
FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform its obligations under this Terms of Use due to Force Majeure Events.
Force Majeure Events shall include, but not be limited to, acts of God, war, riots, strikes, labor disputes, epidemics, fire, flood, earthquake, explosion, terrorism, governmental acts or orders, or any other cause beyond the reasonable control of the parties, including the failure of core internet services or physical problems in data centers, which exclude the possibility of fulfilment of obligations under the Terms of Use or make it substantially more difficult to fulfil them as is..
If a Force Majeure Event occurs, the affected party shall promptly notify the other party in writing of the nature and extent of such Force Majeure Event and shall use all reasonable efforts to remove such Force Majeure Event as soon as possible. The affected party shall also take reasonable steps to mitigate the effects of such Force Majeure Event.
If the Force Majeure Event continues for a period of more than 30 days, either party may terminate this Terms of Use by giving written notice to the other party. In such an event, the parties shall not be liable to each other for any damages arising from such termination of the Terms of Use.
Force Majeure Events shall include, but not be limited to, acts of God, war, riots, strikes, labor disputes, epidemics, fire, flood, earthquake, explosion, terrorism, governmental acts or orders, or any other cause beyond the reasonable control of the parties, including the failure of core internet services or physical problems in data centers, which exclude the possibility of fulfilment of obligations under the Terms of Use or make it substantially more difficult to fulfil them as is..
If a Force Majeure Event occurs, the affected party shall promptly notify the other party in writing of the nature and extent of such Force Majeure Event and shall use all reasonable efforts to remove such Force Majeure Event as soon as possible. The affected party shall also take reasonable steps to mitigate the effects of such Force Majeure Event.
If the Force Majeure Event continues for a period of more than 30 days, either party may terminate this Terms of Use by giving written notice to the other party. In such an event, the parties shall not be liable to each other for any damages arising from such termination of the Terms of Use.
TERMS OF TERMINATION
XAMAX reserves the unconditional right to terminate the services to the User without giving any reason at any time. In case of termination of the Terms of Use XAMAX shall return to the User the funds that may have been deposited with XAMAX.
Upon termination of the Terms of Use, the User shall immediately cease all use of the Platform and Services, and XAMAX shall have no further obligation to provide any services to the User. The provisions of this Terms of Use that by their nature are intended to survive termination, including but not limited to those relating to Confidentiality, Liability, and Indemnification, shall survive termination of this Terms of Use.
Termination of the Terms of Use does not release the Parties from liability for obligations arising during the period of validity of the Terms of Use.
Upon termination of the Terms of Use, the User shall immediately cease all use of the Platform and Services, and XAMAX shall have no further obligation to provide any services to the User. The provisions of this Terms of Use that by their nature are intended to survive termination, including but not limited to those relating to Confidentiality, Liability, and Indemnification, shall survive termination of this Terms of Use.
Termination of the Terms of Use does not release the Parties from liability for obligations arising during the period of validity of the Terms of Use.
GOVERNING LAW AND JURISDICTION
This Terms of Use shall be governed by and construed in accordance with the laws of Singapore, without giving effect to any choice of law or conflict of law provisions.
Complaints and claims against XAMAX require an official letter in electronic form with all supporting documents attached to email [email protected].
The Parties agree to engage in good faith in a mandatory pre-trial dispute resolution procedure before commencing any legal proceedings related to this Terms of Use. Any dispute arising out of or in connection with this Terms of Use shall be first attempted to be resolved amicably through negotiations between the Parties. If the Parties are unable to resolve the dispute through negotiations within thirty (30) days from the date on which the dispute arose, the Parties shall submit the dispute to mediation in accordance with the rules of mediation agreed upon by the Parties. If the Parties are unable to resolve the dispute through mediation within thirty (30) days of the commencement of mediation, either Party may initiate legal proceedings in accordance with the governing law and jurisdiction of the courts of Singapore, which shall have exclusive jurisdiction over any such dispute.
The pre-trial dispute resolution procedure is a mandatory condition precedent to the initiation of any legal proceedings by either Party.
In the event of any breach of this Terms of Use, the party in breach shall indemnify and hold harmless the other party from and against all claims, damages, liabilities, costs and expenses, including legal representatives fee, incurred by the other party as a result of such breach.
By entering into this Terms of Use, each party hereby submits to the jurisdiction of the courts of Singapore for the purposes of any such dispute and waives any objection to venue or inconvenience of forum.
Complaints and claims against XAMAX require an official letter in electronic form with all supporting documents attached to email [email protected].
The Parties agree to engage in good faith in a mandatory pre-trial dispute resolution procedure before commencing any legal proceedings related to this Terms of Use. Any dispute arising out of or in connection with this Terms of Use shall be first attempted to be resolved amicably through negotiations between the Parties. If the Parties are unable to resolve the dispute through negotiations within thirty (30) days from the date on which the dispute arose, the Parties shall submit the dispute to mediation in accordance with the rules of mediation agreed upon by the Parties. If the Parties are unable to resolve the dispute through mediation within thirty (30) days of the commencement of mediation, either Party may initiate legal proceedings in accordance with the governing law and jurisdiction of the courts of Singapore, which shall have exclusive jurisdiction over any such dispute.
The pre-trial dispute resolution procedure is a mandatory condition precedent to the initiation of any legal proceedings by either Party.
In the event of any breach of this Terms of Use, the party in breach shall indemnify and hold harmless the other party from and against all claims, damages, liabilities, costs and expenses, including legal representatives fee, incurred by the other party as a result of such breach.
By entering into this Terms of Use, each party hereby submits to the jurisdiction of the courts of Singapore for the purposes of any such dispute and waives any objection to venue or inconvenience of forum.
ASSIGNMENT
The User acknowledge and agree that they may not transfer, for a fee or gratuitously, their rights and obligations under this Terms of Use, in whole or in part to any third party, including affiliated party, without the prior written consent of XAMAX.
Any attempted transfer of this Terms of Use without the prior written consent of XAMAX shall be null and void and shall constitute a material breach of this Terms of Use and leads its immediate termination.
This restriction on transfer applies to any transfer of rights or obligations, including but not limited to transfers as part of a reorganization, merger, acquisition, sale of User shares or transfer of shares in trust.
XAMAX may assign rights and obligations under the Terms of Use to affiliated parties as well as independent parties.
In the event that the User becomes inactive, the User undertakes to notify XAMAX as such immediately. Should the User wish to continue its relationship with XAMAX, then the User must send written request to XAMAX and must also provide to XAMAX new incorporation, KYC and bank account documents belonging to the new legitimate active entity (“New Entity”) which create a legitimate link between the inactive User and the New Entity, which shall be approved by XAMAX in writing at its discretion. The User undertakes that the New Entity, which shall be completely under the User’s control, will carry over fully any and all of the User’s past and future responsibilities and liabilities in respect of the Terms of Use, and shall comply with KYC and AML regulations. It is clarified that XAMAX shall have full discretion in deciding whether to continue this Terms of Use with the New Entity or to terminate the Terms of Use fully, at any time. In any event, should the User remain inactive for a period of 30 (thirty) days with no New Entity replacement approved by XAMAX, this Terms of Use shall terminate immediately, without derogating from any and all of the User’s obligations toward XAMAX, which shall continue to exist after termination of the Terms of Use.
Any permitted assignment of this Terms of Use shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
Any attempted transfer of this Terms of Use without the prior written consent of XAMAX shall be null and void and shall constitute a material breach of this Terms of Use and leads its immediate termination.
This restriction on transfer applies to any transfer of rights or obligations, including but not limited to transfers as part of a reorganization, merger, acquisition, sale of User shares or transfer of shares in trust.
XAMAX may assign rights and obligations under the Terms of Use to affiliated parties as well as independent parties.
In the event that the User becomes inactive, the User undertakes to notify XAMAX as such immediately. Should the User wish to continue its relationship with XAMAX, then the User must send written request to XAMAX and must also provide to XAMAX new incorporation, KYC and bank account documents belonging to the new legitimate active entity (“New Entity”) which create a legitimate link between the inactive User and the New Entity, which shall be approved by XAMAX in writing at its discretion. The User undertakes that the New Entity, which shall be completely under the User’s control, will carry over fully any and all of the User’s past and future responsibilities and liabilities in respect of the Terms of Use, and shall comply with KYC and AML regulations. It is clarified that XAMAX shall have full discretion in deciding whether to continue this Terms of Use with the New Entity or to terminate the Terms of Use fully, at any time. In any event, should the User remain inactive for a period of 30 (thirty) days with no New Entity replacement approved by XAMAX, this Terms of Use shall terminate immediately, without derogating from any and all of the User’s obligations toward XAMAX, which shall continue to exist after termination of the Terms of Use.
Any permitted assignment of this Terms of Use shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
SURVIVAL
If any provision of this Terms of Use is deemed invalid or unenforceable, the remaining provisions will continue to be fully effective and enforceable.
Version 1.02 dated 15/04/2024