Legal and Privacy

About Us and our Terms of Use

Thank you for visiting AAX.com. {br}This Terms of Use is between you (''<strong>User</strong>'' or ''<strong>you</strong>'' or ''<strong>your</strong>'') and each of: {br}<strong>AAX Exchange (Malta) Limited</strong> (incorporated in the Republic of Malta) and located at Ewropa Business Centre, Level 3 - 701, Dun Karm Street, Birkirkara, BKR 9034, Malta operating under transitory provisions of the Virtual Financial Assets Act (''<strong>VFA Act</strong>'') to provide VFA Services that include operating a VFA Exchange, holding or control customer's money, virtual financial assets, and/or private cryptographic keys and custodian or nomination{br} and {br}<strong>AAX Limited</strong> incorporated under the International Business Companies Act of 1994 of the Republic of Seychelles having company number 211854.){br}(together ''<strong>AAX</strong>'' or ''<strong>we</strong>'' or ''<strong>our</strong>''){br}This Terms of Use governs your use and access to our website(s), our application(s), our application programming interfaces (''<strong>APIs</strong>''), our notifications and any information or content appearing therein (collectively known as our ''<strong>Platform</strong>''). {br}By visiting, accessing, clicking on 'Sign Up' to register for an account or using our Platform, you consent to our Terms of Use, so please read them carefully. If you are using our Platform as a representative of an entity, you are agreeing to this Terms of Use on behalf of that entity. {br}You should also read our {linkPrivacyPolicy} which sets out how we collect and use your personal information and your rights about your information. Our {linkCookiesNotice} sets out our use of cookies and how you may disable cookies or adjust cookie settings. {br}We may, at our sole discretion, amend this Terms of Use, and other policies, guidelines or rules of the AAX Platform, from time to time by posting the updated terms on our Platform or by any other means at our sole discretion. By continuing to use our Platform after the changes come into effect, you agree to be bound by the revised Terms of Use. You waive any right to have specific notice of such changes or amendments. {br}For any questions or problems relating to our Platform, products, services or this Terms of Use, please contact our Customer Support at {linkEamil}. {br}The definitions used in our Terms of Use also apply to our Privacy Policy and Cookies Notice.

Definitions

  • ''AAX'' collectively means AAX Exchange (Malta) Limited (incorporated in the Republic of Malta) and AAX Limited(incorporated in the Republic of Seychelles);
  • ''AAX OTC Trading Platform'' means OTC Trading provided by AAX on the Platform;
  • ''Advertisement'' means advertisement for Sale or Purchase of VFA and vice versa on the AAX OTC Trading Platform;
  • ''Fiat'' means the money or currency of any country or jurisdiction that is designated as legal tender and circulated, used and accepted as a medium of exchange in the country or jurisdiction of issuance;
  • ''Certified OTC Merchant'' means User that has been accepted and authorized by AAX to post Sale or Purchase Advertisements on the AAX OTC Trading Platform;
  • ''Counterparty'' means the opposite party in any trade executed on the AAX Platform;
  • ''OTC Client'' means User that executes an order in relation to OTC Trading with a Certified OTC Merchant;
  • ''OTC Merchant Account'' means a Certified OTC Merchant Account held with AAX Platform in accordance with OTC Merchant Terms of Use;
  • ''Order'' means any instruction from a user on the AAX Platform to 'buy' or 'sell' in relation to products or services available on the Platform;
  • ''Over the Counter'' or ''OTC'' or ''OTC Trading'' refers to direct sale and purchase of VFA on the AAX Platform with trades executed directly between OTC Merchants and Purchasers of VFA;
  • ''Perpetual Contract'' means a derivative contact that references the spot price of a VFA that do not have an expiry date or settlement with periodic funding exchanged between counterparties i.e. long and short positions every eight hours;
  • ''Platform'' or ''AAX Platform'' means our website(s), our application(s), our application programming interfaces ('' APIs''), our notifications and any information or content appearing therein
  • ''Products'' or ''Services'' means trading in VFAs, trading in derivatives linked to VFA or any other services that may be offered by AAX through the AAX Platform from time to time;
  • ''Restricted Jurisdictions'' means all jurisdictions listed above and any jurisdiction referred to in Clause 2.1.2;
  • ''Trade'' means an Order that has been matched, fulfilled or executed on AAX Platform;
  • ''User'' means any person or entity that has registered on the AAX Platform by accepting the AAX Terms of Use;
  • ''Virtual Financial Assets'' or ''VFA'' means crypto-currency, virtual currencies, virtual commodity or digital tokens or virtual financial assets;
  • ''Wallet'' or ''AAX Wallet'' means a software application (or other mechanism) on the AAX Platform that provides a means for holding, storing and transferring VFA, including users VFA address, VFA balance and cryptographic keys.

1.Description of our Services

1.1.
AAX offers Users an online platform for trading of cryptocurrency, virtual currencies, virtual commodity or digital tokens or virtual financial assets ('' <strong>Virtual Financial Assets</strong>'' or ''<strong>VFA</strong>'') and derivatives linked to VFA. The AAX Platform consists of an automated order matching system that matches open orders of Users in respect of VFAs and derivatives linked to VFAs. The VFAs traded do not constitute 'security tokens' or VFAs with characteristics of 'securities' under applicable securities laws.
1.2.
You may use the AAX Platform to receive the following Services:1.2.1. Spot Trading You may exchange one type of VFA for another by placing 'buy' or 'sell' orders. AAX offers specific pre-defined trading pairs for exchange of VFAs. AAX reserves the right to add, delete or modify VFAs or VFA trading pairs from time to time at its sole discretion. Your order may be matched against open orders from either single users or matched with multiple anonymous users that are not pre-determined.1.2.2. Futures Trading You may also trade derivatives that reference the spot price index of VFAs. These derivative contracts known as Perpetual Contracts do not have an expiry date or settlement however periodic funding is exchanged between counterparties i.e. long and short positions every eight hours. As with spot trading, your order will be matched with anonymous users that are not pre-determined.1.2.3. OTC TradingA trading service that facilitates direct sale and purchase of VFA on the AAX Platform with trades executed directly between OTC Merchants and Purchasers of VFA;
1.3.
AAX does not act as a Counterparty in any of the Trades executed between Users on the AAX Platform.
1.4.
Spot Trading and OTC Trading are offered by AAX Exchange (Malta) Limited while futures trading is offered by AAX Limited.

2.Your AAX Account and Acceptable Use of the AAX Platform

2.1.
Eligibility{br}2.1.1. Capacity{br} You need to be an individual with full legal capacity and at least 18 years old to use our Platform. If you are not, AAX shall have the right to cancel or freeze your account in addition to filing claims against you and your guardian for compensation. If you are using the AAX Platform on behalf of an a legal person or entity, you represent that you have the necessary capacity and authority to agree to this Terms of Use (and our Privacy Policy, Cookies Notice and other documents referred to herein) on behalf of that entity.{br}2.1.2. Restricted Jurisdictions{br}2.1.2.1. By accessing and using our Platform and our Services, you acknowledge and declare that you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, US OFAC lists, EU Sanctions Lists and their equivalent. You are not allowed to access or use our Platform or Services if you are located, incorporated or otherwise established in, operating from, or a citizen or resident of:{br}(a) <strong>Asia</strong>: Afghanistan, Myanmar; North Korea; {br}(b) <strong>Europe, Middle East and Africa</strong>: Belarus; Botswana; Bosnia and Herzegovina; Burundi; Central African Republic; Democratic Republic of Congo; Egypt; Eritrea; Ghana; Guinea-Bissau; Iran; Iraq; Libya; Mali; Moldova; Syria; Somalia; Sudan, South Sudan; Tunisia; Zimbabwe; Crimea; Sevastopol; Yemen.{br}(c) <strong>The Americas</strong>: USA [including all USA territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas); the province of Quebec in Canada; Bahamas; Cuba; Haiti; Panama; Trinidad and Tobago; Venezuela{br}Notwithstanding the jurisdictions listed above, you also agree not to access our Platform from the following jurisdictions:{br}(a) any jurisdiction where the use of our Platform or Services is prohibited or contrary to local law or regulation or could subject AAX or any of its Affiliates to any local registration or licensing requirements;{br}(b) any jurisdiction where it would be illegal according to local laws for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access our Platform or use our Services;{br}''<strong>Restricted Jurisdictions</strong>'' means all jurisdictions listed above and any jurisdiction referred to in (a) and (b) above (''<strong>Restricted Jurisdictions</strong>'').{br}2.1.2.2. AAX has no obligation or capability to verify whether you are eligible to use the Platform and bears no responsibility for your use of the Platform.{br}2.1.2.3. AAX reserves the right to, at its sole discretion, select jurisdictions to make available its Platform and Services and may implement controls to restrict access to our Platform and Services in any of the Restricted Jurisdictions. In the event AAX decides to restrict access to any jurisdictions that it currently services, you shall be provided with advance notice to liquidate your positions and transfer your VFA prior to suspending your Account.{br}2.1.2.4. In the event, AAX determines that you are accessing our Platform or Services from any Restricted Jurisdiction or have given false representations as to your location of incorporation, establishment, citizenship or place of residence, AAX reserves the right to terminate your Account immediately and liquidate any open positions.{br}2.1.2.5. In the event that you travel to any Restricted Jurisdictions, our Platform may not be available and your access to our Services may be blocked which may impact your ability to place orders or monitor positions. You agree that you will not attempt in any way to circumvent any such restriction, including the use of any virtual private network (VPN) to modify your internet protocol address.
2.2.
Account Registration{br}You shall sign up to use our Platform by creating an account (''<strong>Account</strong>''). When creating your Account, you agree to provide truthful, accurate and updated information about yourself, including your real name, email address as well as accept this Terms of Use and Privacy Policy for the processing and retention of your personal information. Each registration is for a single user only.
2.3.
Identity Verification2.3.1. You agree to provide personal information and identity documentation that we may request for you and the entities that you represent for the purposes of identity verification under our anti-money laundering (AML) programme for the detection and prevention of money-laundering, terrorist financing, bribery, corruption, fraud and the use of proceeds of crime. You warrant that such information provided by you is truthful and accurate and documents provided are genuine and not fraudulent.2.3.2. You also authorise us to make enquiries, directly or through third parties that are deemed necessary to verify your identity to protect you, us and the financial system from financial crimes.2.3.3. In the event that you fail to share information and/or documents requested, despite repeated reminders, AAX reserves the right to suspend or terminate your Account
2.4.
License to use the AAX Platform2.4.1. Signing up to use our Platform entitles you to a personal, worldwide (except for Restricted Jurisdictions), royalty-free, non-assignable, non-transferrable, non-sublicensable, non-exclusive and revocable licence to access and use the AAX Platform, including any third party software or application as part of the services we offer. This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as provided by us and in the manner as permitted by our Terms of Use.2.4.2. This licence to use our Platform will be terminated if you do not comply with this Terms of Use or other additional terms or conditions imposed by us from time to time.2.4.3. You shall not copy, modify, distribute, sell, lease, loan or trade any access to the Platform or any data or information on it.
2.5.
Account Security2.5.1. You agree to keep your password secure and confidential. If you suspect that your username or password has been stolen or been made known to others, it is your responsibility to change your password immediately and contact us promptly.2.5.2. Your Account shall only be used you and not by any other person. AAX reserves the right to suspend or terminate accounts that are used by persons other than the persons whose names they are registered under. In the event we detect that an account is shared by multiple users, unless authorised in the case of business accounts, we may treat this as a security breach and suspend or terminate your Account.2.5.3. You shall be responsible for all actions or activities that happens by, through or under your Account, unless you report misuse. We shall not be responsible for any loss or damage resulting from any unauthorised access to your Account due to any failure to comply with these precautions or through any violation of this Terms of Use or our Privacy Policy.2.5.4. We shall never ask for your password, nor shall we ask you to transmit any VFA to addressed not listed on the trading platform. We shall not be responsible for any losses caused by transmitting funds, VFAs or VFAs addresses, as applicable, that are not listed on the AAX Platform.
2.6.
Guidelines on the Use of the AAX PlatformAs part of this Terms of Use, you agree not to misuse the Platform or assist anyone else to do so. For example, you agree not to do any of the following in connection with the Platform:1. use the Platform for unlawful or unauthorised purposes;2. re-sell or attempt to benefit in a commercial fashion from any data, content or information available on the Platform;3. probe, scan, or test the vulnerability of any system or network;4. breach or otherwise circumvent any security or authentication measures or service use limits;5. access, tamper with, or use non-public areas or parts of the Platform; 6. interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platform, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Platform;7. reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source;8. access, search, or create accounts for the Platform by any means (automated or otherwise) other than our publicly supported interfaces (for example, 'scraping' or creating accounts in bulk) or attempt to do so;9. send unsolicited communications, promotions or advertisements, or spam;10. forge any TCP/IP packet header or any part of the header information in any email;11. send altered, deceptive, or false source-identifying information, including 'spoofing' or 'phishing';12. conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation;13. abuse referrals or promotions;14. engage in malicious trading activities, market manipulation, wash trades or other forms of market manipulation;15. post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights;16. violate the letter or spirit of our Terms of Use;17. violate applicable laws or regulations in any way; or18. violate the privacy or infringe the rights of others.We reserve the right to limit your use of our Platform and the Services, including the right to restrict, suspend or terminate your account if we believe you are in breach of this Terms of Use or are misusing our Platform or any services we provide.

3.Accuracy and Availability of our Platform and Services

3.1.
Availability of Platform and ServicesWe shall endeavour to make available our Platform at all times however we do not guarantee that the operation of, or access to our Platform will be uninterrupted or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades, network or equipment failures that may be out of our control. We will use reasonable efforts to avoid downtime of the Platform during anticipated peak hours, but we assume no liability (whether for trading-related losses or otherwise) if the Services or any part thereof are unavailable at any time or for any period. We do not represent, warrant or guarantee that our Platform will be free from bugs or viruses or harmful components that are beyond our control.
3.2.
Changes to the AAX Platform and ServicesWe may from time to time improve, change, modify or discontinue any of the products or services offered on the Platform, or add or remove functionalities or features, and we may suspend or stop certain services, functionalities or features altogether. If we discontinue certain products, services, functionalities or features, we will give you advance notice where reasonably possible.
3.3.
Hardware and Internet 3.3.1. You shall be responsible for configuring the hardware devices, software, information technology, computer programmes and platform or system in order to access our Platform and services. You are solely liable for the integrity and proper storage of any data associated with the Services that is stored on your own hardware. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. AAX will not be liable to you in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware is corrupted or lost for any reason.3.3.2. You shall also be responsible for your use of the internet to access the Platform and Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced. You shall be responsible for any fees incurred in order to connect to the internet for the purpose of using or accessing our Services.
3.4.
AAX Mobile ApplicationYou acknowledge and agree that there are a series of inherent risks with the use of mobile trading technology such as the AAX mobile application including, but not limited to, latency in the prices provided. AAX shall not be liable for any and all circumstances in connection with your use of our mobile application in which you experience a delay in price quotation or an inability to trade caused by network circuit transmission problems or any other problems outside our direct control, which include but are not limited to the strength of the mobile signal, cellular latency, or any other issues that may arise between you and any internet service provider, phone service provider or any other service provider. Furthermore, some of the features available on our Platform may not be available on our mobile application. Users may also be required to download and install updates to our mobile application to maintain provision of the Services. Your failure to do so might lead to certain features of our Services (including trading functions) becoming temporarily inaccessible to you until such update has been downloaded and installed.
3.5.
Third Party Integration 3.5.1. AAX integrates with third-party software providers in order to provide the Services and a full suite of functionalities to Users on the AAX Platform. Where the third party software is part of the infrastructure and basic functionality of the AAX Platform infrastructure, your access and use of such third party software shall be governed by this Terms of Use. You agree and accept that you shall have no claim against providers of third party software integrated into the AAX Platform.3.5.2. In some cases, Your access and use of the third-party software shall be governed by the terms of service or user agreements of that third-party software. We shall not be responsible for any issues or loss arising from the use of such third-party software. Any amounts or commissions payable to third party vendors or service providers under such agreements are your sole responsibility and shall be paid directly by you to such third party vendors or service providers.

4.Trading on the AAX Platform

4.1.
Funding Your Account and Your Account Balance 4.1.1. After creating your AAX Account, you may deposit VFA into your AAX Account or AAX Wallet a specified address provided by us. After depositing VFAs into your Account, you may commence to place orders and trade on the AAX Platform. You may deposit only specified VFA that is supported by the AAX Platform. AAX reserves the right to list or remove VFA at its sole discretion. 4.1.2. You represent and warrant that you are, and shall remain at all times, the ultimate and effective legal and beneficial owner of any VFAs held by you in your AAX Account. 4.1.3. You agree to the pooling of your VFAs with VFAs of other users. The VFA deposited may not be identifiable as separate and distinct documents of title or other electronic records. In case of an irreconcilable shortfall, you may not receive your full entitlement and may shore in the shortfall pro rata. 4.1.4 AAX shall from time to time announce marketing promotions subject to Terms and Conditions that may be published in relation to such marketing promotions. Users may be eligible to participate in such promotions and receive bonuses in VFA which may be deposited into a User’s AAX Wallet. AAX reserves the right to vary, extend, terminate and/or cancel such promotions or amend Terms and Conditions in relation thereto at any time at its sole discretion without prior notice. In the event of any malicious trading activities, market manipulation, wash trades or manipulation in account opening is detected in relation to a User Account, AAX reserves the right to declare such Users ineligible to receive benefits or AAX shall withdraw or deduct such bonuses and incentive already credited to a User’s AAX Account. AAX decision in relation to any disputes raised by Users shall be final.4.1.5 You agree that you are only entitled to legal ownership of VFA balances deposited by you and any increases in the VFA on account of trading activity and deposit of bonuses and incentives legitimately credited by AAX on account of your participation in marketing programs on the AAX Platform. In the event of any deposits into your AAX Account by error, whether by human error or system error, AAX reserves the right to clawback, withdraw or deduct such erroneous deposits. You agree to co-operate with AAX in relation to such withdrawals or deductions.
4.2.
Placing Orders4.2.1. You may proceed to trade VFAs buy placing an instruction to effect a 'buy' or 'sell' order for Spot Trading or Futures trading. 4.2.2. Once you place an instruction, your account will reflect an open order and your order will be included in our order book for matching with orders from other users. If your order is matched with another user, a trade will be executed by AAX Platform order matching engine and your account will be updated to reflect that the order has either been partially or fully executed on account of being fully executed or updated to reflect partial fulfilment of the order. 4.2.3. AAX is under no obligation to accept, match or execute any order between you and another user. We reserve the right to cancel any unmatched orders. You order will remain open until fully executed or cancelled in accordance with Clause 4.3 of this Terms of Use. Your order may be matched with open orders from single users or multiple anonymous Users that are not pre-determined.4.2.4. In the event of a sell order in relation to an OTC Trade, you authorise AAX to take temporary control of the VFAs and place the applicable amount of VFA in escrow till receipt of payment or Fiat by the Purchaser.
4.3.
Cancelling OrdersYou may only cancel an order before it is matched with an order from another user. Once your order has been matched, you may not change, withdraw or cancel your authorization for the Platform to complete your order and execute a trade. In case of partial fulfilment, you may cancel the unfulfilled or unmatched portion of your order. AAX reserves the right to refuse such a cancellation request. If you have an insufficient amount of VFAs in your wallet to fulfil an order, AAX reserves the right to cancel such order or partially fulfil the order to the extent of VFA in your wallet.
4.4.
Listing and Delisting of VFA 4.4.1. AAX may list various types of VFA from time to time at its sole discretion after conducting suitable regulatory legal due diligence prior to listing on the AAX Platform; 4.2.3. AAX is under no obligation to accept, match or execute any order between you and another user. We reserve the right to cancel any unmatched orders. You order will remain open until fully executed or cancelled in accordance with Clause 4.3 of this Terms of Use. Your order may be matched with open orders from single users or multiple anonymous Users that are not pre-determined.4.4.2. AAX offers no warranties express or implied, in relation to any of the VFA listed on the Platform and available for trading. AAX may in some cases make available links to whitepapers related to certain VFA. You shall ensure that you read all available information related to the listed VFAs and obtain independent financial advice in accordance with Clause 7 and be informed of the risks of investing in VFA (Clause 6. You agree that you shall have no claims against AAX arising out of and in relation to any of the VFA listed on AAX and traded by you; 4.4.3. In the event of delisting of VFAs, you will be notified prior to the last trading day at AAX discretion. You may choose to retain the delisted VFA in your AAX Wallet or in the event, a VFA is not supported by AAX Wallet, you may need to withdraw the VFA.
4.5.
Futures Trading You may enter a long ('buy') or a short ('sell') position with respect to a perpetual contract and may choose the leverage and margin amount you wish to utilise in respect of a perpetual contract upto the leverage limit provided by the AAX Platform. We reserve the right to revise or change the maintenance margin and minimum initial margin rate on the Platform. The leverage you choose to employ will decide the initial margin and liquidation price in respect of a perpetual contract.4.5.1. Funding Perpetual contracts do not have any expiry or settlement. You may hold a position as long as you wish. A periodic funding mechanism means payments are exchanged between counterparties every 8 hours. If the rate is positive, the counterparty holding a long position will pay and if the rate is negative, users holding short position will pay. Funding occurs every 8 hours at 00.00 hours, 08:00 hours and 16:00 hours. You will only pay or receive funding if you hold a position at one of those times. Funding is charged on the notional value of the contract and is not based on the margin assigned to the position. The funding price aims to keep the market price in line with spot price index of VFA. 4.5.2. Closeout and Liquidation 4.5.2.1. You may close your position at any time you wish by placing an order in the opposite direction of your position. Whether you make a profit or a loss will depend on fluctuations in the price of the respective VFA.4.5.2.2. If the market moves against your position or margin levels are increased you may be requested to transfer additional VFAs on short notice to maintain your position. You agree to maintain in your Account, sufficient VFA for funding your position. 4.5.2.3. The AAX Platform will recover from available VFA in your Account. In the event, that you do not have sufficient VFA in tour Account, or fail to comply with a request for additional transfer of VFA to your Account, AAX reserves the right at its sole discretion to close open positions to recover funding costs in relation to perpetual contracts and other fees and costs incurred by you in relation to your Account or liquidate any or all of your positions at a loss.4.5.2.4. When the market price of the contract touches liquidation price, the AAX Platform will trigger liquidation of your position i.e. automatically trigger a position closure and AAX has the right to recover the margin in relation to the contract. In such a situation, you will sustain a total loss of initial margin and any additional VFAs deposited with us to maintain your position.
4.6.
General Trading Provisions – Spot and Futures Trading4.6.1. Your orders placed on the AAX Platform may be fulfilled with single or multiple matching orders from users that are not pre-determined. You will not be able to undertake a trade with a specific or pre-determined user. 4.6.2. Your order may be subject to trading limits that we may establish. 4.6.3. You agree that our Platform cannot and does not warrant or guarantee that any Order placed through the Platform will be executed at the best posted price. 4.6.4. All calculations performed by our Platform's trading engine and as verified by AAX are final.
4.7.
About OTC Trading on the AAX Platform 4.7.1. You may apply for approval as Certified OTC Merchant. You agree to provide information and/or identity documentation for advanced KYC verification in relation to approval as Certified OTC Merchant on the AAX Platform and warrant that such information provided by you is truthful and accurate and documents provided are genuine and not fraudulent. 4.7.2. AAX has sole discretion to approve or reject applications for Certified OTC Merchant.4.7.3. You agree to maintain applicable amount of VFA in your AAX Wallet and agree to authorize AAX to block VFA for the purposes of security deposit in accordance with Clause 5 below for the posting of Purchase or Sale Advertisements on AAX OTC Platform. 4.7.4. After activation of your OTC Merchant Account, you may proceed to post Sale or Purchase Advertisements in accordance with this OTC Merchant Terms and directly communicate, negotiate and place or execute Orders for Trades with OTC Clients. 4.7.5. Once Sale or Purchase Advertisements are posted, you agree to be accessible and respond to queries from OTC Clients. If you are not available, you agree to cancel or suspend your Advertisements failing which Orders may be executed and the applicable VFA will be placed in escrow and blocked for trading and will only be released on acceptance of the trade or resolution of the dispute on the AAX Platform. 4.7.6. You agree to use 'real time' remittance methods such as Alipay, WeChat Pay or real time remittance offered by banks for payment in relation to Trades. You agree to complete Orders in accordance with timeframe for such real-time remittance in relation to Trades. 4.7.7. You agree to maintain applicable VFA balance in your AAX Wallet and authorize AAX to freeze and place the applicable VFA in escrow for the processing of an executed Order in relation to an Advertisement. Such VFA placed in escrow shall not be available for trading on the AAX Platform. 4.7.8. You may as far as possible avoid accepting payments from third parties or payment from accounts not in the name of Certified OTC Merchant, OTC Client or User on AAX Platform. In the event of a mismatch in name or inconsistencies between User Account names and name of the payment account holder, you shall have the right to withhold transfer of VFA to the Purchaser for 72 hours and you may ask the OTC Client to provide Identity documentation and video KYC to prove that the source of funds or VFA are legal. In the event that the OTC Client fails to provide proof of identity and video KYC, you may choose to refund the payment to the OTC Client and notify AAX at support@aax.com If you accept third party payments from remittance account that is not in the OTC Client name, causing the payment account of another person to be frozen, AAX shall investigate the source of the mismatch between the name of the bank account and the OTC Client and shall have the right to directly freeze the Certified OTC Merchant Account and cancel Sale Advertisements posted by the Certified OTC Merchant.4.7.9. You agree and accept that it is your sole responsibility to verify and check if the payment amount received from the Certified OTC Merchant or OTC Client matches the amount in accordance with the executed Order prior to releasing VFA. AAX shall not be liable for shortfall for payment received if you have failed to check the payment amount prior to releasing VFA to OTC Client. 4.7.10. You also agree that you shall not accept payments from OTC Clients from bank accounts in Restricted Jurisdictions as per Clause 2.1.2 of this Terms of Use. 4.7.11. You shall agree to indemnify AAX and hold us harmless for any losses suffered by AAX as a result of any regulatory action suffered by AAX on account of failure to follow these OTC Merchant Terms. 4.7.12. AAX does not automatically match orders or guarantee Trades on AAX OTC Trading Platform. Certified OTC Merchants and OTC Clients are expected to make their own decision to negotiate and execute OTC trades in accordance with information and terms specified on the Advertisements and OTC Merchant Terms. 4.7.13. AAX reserves the right to place limits on Your 'buy' or 'sell' Orders or temporarily suspend Sale or Purchase Advertisements in the event of frequent order cancellations or unpaid orders over a certain daily threshold. 4.7.14. AAX is not a counterparty to Trades executed on the OTC Platform and shall not supervise OTC Trades on AAX OTC Trading Platform. OTC Clients are required to make their own decision to place Orders and execute Trades with Certified OTC Merchant after viewing information on the Certified OTC Merchants profile such as trades executed, ratings or conditions for listed on the Advertisement.
4.8.
User Dispute Resolution for OTC Trades{br}4.8.1. The AAX Platform provides a dispute resolution mechanism which attempts to resolve disputes between Certified OTC Merchants and OTC Clients (''<strong>OTC Users</strong>'') of VFAs through OTC Trading.{br}4.8.2. In the event you are in disagreement with another OTC User, you may raise a dispute for resolution through mediation via the AAX Platform. You may raise a dispute only on trades that are open and marked as paid by the OTC User within 12 hours of the Order placed.{br}4.8.3. Trades that are not marked as paid by an OTC User, have been released by the Certified OTC Merchant, cancelled by the Purchaser, automatically cancelled, or already disputed and resolved are considered completed and cannot be disputed, reversed, or altered.{br}4.8.4. If you have raised a dispute you are required to respond to dispute requests and requests by AAX to provide information or documents or any photo or video evidence within 12 hours. These documents must be added to the disputed trades request on the Platform. If you fail to respond or provide information, so you may be deemed as 'unresponsive' and the dispute may be resolved against you.{br}4.8.5. AAX will monitor the dispute and in the view of information and evidence provided resolve the dispute in accordance with the following criteria: {br}a. The OTC Client has not provided payment or not provided payment in full{br}b. The OTC Client or the Certified OTC Merchant has become unresponsive{br}c. The payment made by the OTC User has been held/frozen/stopped by the payment provider{br}d. The OTC User has not provided payment according to the instructions provided to them by the Certified OTC Merchant in the trade chat, advertisement terms of trade or advertisement payment details.{br}e. The payment is made by a third party to the trade or the payment is made from a payment account not registered in the name of the Purchaser.{br}f. If the OTC Client or the Certified OTC Merchant of a disputed trade provides fraudulent information or fraudulent documents or makes false claims or otherwise tries to force a certain outcome of a disputed trade the dispute may be immediately resolved against the user.{br}g. The OTC Client has made payment according to the instructions provided by the Certified OTC Merchant in the trade chat, advertisement terms of trade, or advertisement payment details and the OTC Client has provided sufficient proof that the payment was made according to these instructions.{br}4.8.6. Once the dispute is resolved, the VFAs under escrow will be released to either User. In the event the dispute cannot be resolved between the disputing users, AAX shall decide to resolve the dispute by splitting the escrowed VFA between the OTC Users evenly or unevenly at the sole discretion of AAX. {br}4.8.7. If you are not satisfied with the dispute resolution, you may specifically request a review by contacting AAX customer support no later than 120 days after the dispute resolution by notifying customer care. You agree and acknowledge that AAX decision on the dispute and review is final.

5.Fees

5.1.
You agree to pay the Fees for the Services provided by us to you through the AAX Platform. We reserve the right to set or modify our fee structure or introduce fees for free services at our own discretion. We shall notify you of such changes by email in advance to such changes coming into effect
5.2.
You agree that we have the right to automatically and without prior notice deduct the Fees directly from the VFAs in your Account. If we do not receive the Payment of our Fees in full and on time, we reserve the right to interrupt, suspend or terminate your Account.
5.3.
If you do not agree with any Fees charged, you may stop using our Services on the AAX Platform immediately. You are still responsible for any fees previously incurred.

6.Risk Disclosures

6.1.
The price and liquidity of VFAs have been subject to large fluctuations in the past and may be subject to large fluctuations in the future. Therefore the risk of loss in trading VFAs and derivatives linked to VFA may be substantial and losses may occur over a short period of time.
6.2.
The value of VFAs may be derived from the continued willingness of market participants to exchange fiat currency or exchange of one VFAs for another, which may result in the potential for permanent and total loss of value of a particular VFA, should the market for that VFA disappear.
6.3.
Trading in derivatives linked to VFA exposes you to the following risks and loss that you may suffer:
  • You may suffer a loss as a result of a position moving against you. If you hold a long position and the VFA price declines or if you hold a short position and the VFA price increases, you will lose all of your VFA and initial margin in respect of the Trade;
  • You may suffer a loss in the event you are unable to close out of a position because there is no demand to take the other side of that trade;
  • You may suffer a loss because of a malfunction of the Platform, for example resulting from scheduled or unscheduled downtimes, matching system failure, database failure, cryptocurrency transfer or storage failure, failure or malfunction of the API, hacker attacks or other failure or malfunction.
6.4.
You should be aware that you may sustain a total loss of the funds in your Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position. You should, therefore, carefully consider whether such risk is suitable for you in light of your circumstances and financial resources.
6.5.
Transactions in VFAs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. The nature of VFAs may lead to an increased risk of fraud or cyber-attacks, and may mean that technological difficulties experienced by the Platform may prevent the access to or use of your VFA.
6.6.
VFAs are not legal tender and are not backed by the government. Deposits into your Account may not be considered deposits under local laws, rules, or regulations in your jurisdiction and therefore not subject to deposit insurance protection or investor protection.
6.7.
Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of VFAs. You may suffer a loss in the event we are required to restrict or terminate elements of our Service in response to regulatory action.

7.No Financial Advice

7.1.
AAX does not give advice or recommendations regarding VFA, including the suitability and appropriateness of, and investment strategies for VFA. The trading guides provided on our Platform and AAX Testnet are solely for information and educational purposes and do not amount to financial advice.
7.2.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of any risks related to accessing our Platform or using our Services for yourself.
7.3.
You are solely responsible for any losses, damages or costs resulting from your reliance on any data or information that we provide in connection with your use of the Services. You will make your own independent decision to access or use the Services.

8.Intellectual Property

8.1.
All intellectual property rights subsisting in the Platform or the products or services we provide belong to us or have been lawfully licensed to AAX. All rights under applicable laws are hereby reserved. You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Platform in any way, or create any derivative works with respect to any such content or component.
8.2.
We may (at our discretion but are not obliged to) review content or information submitted or posted by users on our Platform. We shall reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our Platform.
8.3.
Our name 'AAX' and our marks and logos are our trade marks (be it registered or unregistered) and shall not be used without our express prior written consent.
8.4.
You retain your rights to any information or content you submit, post or display on or through the Platform (''<strong>Your Content</strong>''). You warrant that such content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to Your Content under this Terms of Use. We shall not be responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other users or visitors.
8.5.
By submitting, posting or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.

9.Limitation on Liabilities

9.1.
To the fullest extent permitted by law, AAX and its Affiliates (including directors, officers, collectively, “Affiliates”) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows: (a) we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk; (b) we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide; (c) we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date; (d) we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement); (e) we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and (f) we are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline). To the fullest extent permitted by law, our Affiliates exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any content of it. AAX and its Affiliates shall not be liable to you or others for: (a) any indirect, incidental, special, exemplary, consequential or punitive damages;(b) any loss of data, business, opportunities, reputation, profits or revenues; or (c) any loss relating to the use of our Platform or any products or services we offer.
9.2.
We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the Platform or providing the products or services we offer.
9.3.
If you are using the Platform as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in this Terms of Use limit your legal rights as a consumer that may not be waived by contract.
9.4.
Other than the types of liabilities that we cannot limit by law, the liabilities of AAX (on aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months.

10.Indemnification

10.1.
You agree to indemnify and hold AAX harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of this Terms of Use, (ii) your use of our Platform and/or (iii) any misrepresentation made by you.
10.2.
You also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Platform or this Terms of Use.

11.Termination

This Terms of Use shall continue to apply until terminated by either you or us as follows:

11.1.
Suspension or Termination of Your Account11.1.1. We have the right to immediately suspend your Account (and any accounts beneficially owned by related entities or Affiliates), freeze or lock the funds in all such accounts, and suspend your access to AAX if we suspect any such accounts to be in violation of this Terms of Use, Privacy Policy, or any applicable laws & regulations. AAX shall have the right to keep and use the transaction data or other information related to such accounts. We also reserve the right to suspend your Account in the following cases:(a) The account is subject to a governmental proceeding, criminal investigation or other pending litigation;(b) we detect unusual activity in the account;(c) we detect unauthorized access to the account;(d) we are required to do so by a court order or command by a regulatory/government authority;(e) suspension in accordance with our AML policy.In case of any of the following events, AAX shall have the right to terminate your Account along with any authorizations to AAX where:a) AAX terminates provision of Services to you;b) you allegedly register or register in any other person's name as AAX user again, directly or indirectly;c) you have provided user or identity information that is untruthful, inaccurate, outdated or incomplete;d) you expressly notify AAX of your unwillingness to accept Terms of Use in the event that they are amended;e) any other circumstances where AAX deems it should terminate Services; andf) violation of this Terms of Use11.1.2.Should the account be terminated, the account & transactional information required for meeting data retention standards will be securely stored for six (6) years after termination in accordance with our Privacy Policy. In addition, if a transaction is unfulfilled during the account termination process, AAX shall have the right to notify your counterparty of the situation at that time.
11.2.
Upon termination of your Account, this Terms of Use will also be terminated except for Clauses 9 to 17.
11.3.
Where we consider necessary or appropriate, we will report any breach of this Terms of Use to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.
11.4.
Withdrawal and Account Closure You may stop using the Platform any time by deactivating your account and requesting withdrawal of your VFA. After Closure or Termination of Your Account, all remaining balances (including charges and liabilities owed to AAX) on the account will be payable at once to AAX. Upon payment of all outstanding charges to AAX (if any), the user will have 5 working days to withdraw available VFA from the Account to a specified Wallet address subject to verification of the Wallet. The procedures for withdrawal of VFA post termination of your Account shall be in accordance withdrawal procedures in Clause 4.8.
11.5.
Withdrawal and Account Termination (Event arising from fraud/AML)You agree that AAX shall maintain full custody of the funds and user data/information which may be turned over to the authorities in event of account suspension/closure arising from fraud investigations, AML investigations or violation of AAX's Terms of Use (e.g. trading on AAX from a sanctioned country.)

12.Force Majeure

If AAX is unable to perform our Services as stipulated in the Terms of Use due to circumstances out of our control, including but not limited to, change of law, regulations or policy, or an event of force majeure including but not limited to riots, acts of God, malicious acts of damage, fires, AAX shall not be held liable.

13.Indemnification

13.1.
You shall be responsible to comply with local laws and regulations in relation to accessing our Platform and Services from your local jurisdiction. Users must also factor, to the extent of their local law all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. All users of AAX and any of its services acknowledge and declare that the source of their VFA and funds come from a legitimate manner and are not derived from illegal activities.
13.2.
AAX maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the account and funds of users which are flagged out or investigated by regulatory authorities.

14.Dispute Resolution

14.1.
In the event of a dispute arising from this Terms of Use, please contact AAX customer service first to address your concerns. You agree to first attempt to resolve the dispute mutually in good faith with AAX by contacting us at support@aax.com. In the event that the dispute is unresolved within 60 days, you may seek relief through arbitration as set forth below.
14.2.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration, in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force. The administrator of the arbitration shall be Malta Arbitration Centre. The arbitral tribunal shall consist of a sole arbitrator appointed by AAX. The language of the arbitration shall be English and the venue of arbitration shall be Malta.
14.3.
In the event, your concern has not been resolved, either you or AAX may submit a notice or letter requesting arbitration and describing your claims, only after seeking mutual resolution of the dispute in accordance with Clause 14(a) above. The notice may be sent to: support@aax.com.
14.4.
The Governing Law of this Terms of Use shall be Laws of Malta.

15.Privacy Policy

We will collect, use and share your personal information in accordance with our Privacy Policy.

16.Other Important Terms

16.1.
Entire agreement This Terms of Use constitutes the entire agreement between any user and us in relation to the use of or any transactions on the Platform. This Terms of Use supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of or any transactions on the Platform. You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Terms of Use.
16.2.
No Transfer of Rights or Obligations You may only transfer your rights or your obligations under this Terms of Use to another person if we agree to this in writing. AAX reserves the right to freely assign or transfer the Terms of Use and it's the rights and obligations under Terms of Use to any third party at any time without prior notice to you or your consent. If you object to such transfer or assignment, you may stop using the Platform and terminate your Account by contacting us.
16.3.
SeverabilityIf any provision of this Terms of Use is deemed to be unlawful, invalid or unenforceable for any reason, only such provision shall be deemed to severable from This Terms of Use and shall not affect the remaining Terms.
16.4.
No Waiver Even if we delay in enforcing the rights of this Term of Use, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under this Terms of Use, or if we delay in taking steps against you in respect of your breaching this Term of Use, that shall not mean that you do not have to do those things and it shall not prevent us taking steps against you at a later date.

17.Feedback

We value and welcome feedback on our Platform. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you. You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.