5. Service Usage GuideLines
5.1. License:
Subject to your compliance with the terms and conditions set forth in these Terms, XchangeOn grants you a revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the XchangeOn Services for your personal, non-commercial use. You are prohibited from using the XchangeOn Services for resale or commercial purposes, including transactions on behalf of other persons or entities. Any such use is strictly prohibited and constitutes a material violation of these Terms. XchangeOn reserves the right to determine the layout, format, function and access rights of the XchangeOn Services. XchangeOn reserves all rights not explicitly granted in these Terms, and you are prohibited from using the XchangeOn Services in any manner not explicitly authorized by these Terms.
This license grants a limited right to access and use the XchangeOn Services and does not transfer any ownership or intellectual property rights in the XchangeOn Services or any XchangeOn intellectual property to you or any other party. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML code), programs, software, products, information, and documentation, as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained in the XchangeOn Services, are owned by or licensed to XchangeOn and its affiliates.
This license grants a limited right to access and use the XchangeOn Services and does not transfer any ownership or intellectual property rights in the XchangeOn Services or any XchangeOn intellectual property to you or any other party. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including HTML code), programs, software, products, information, and documentation, as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained in the XchangeOn Services, are owned by or licensed to XchangeOn and its affiliates.
XchangeOn shall own any feedback, suggestions, ideas, or other information or materials (collectively, "Feedback") about XchangeOn or the XchangeOn Services that you provide through email, the XchangeOn Services, or other means. You hereby assign all rights, title, and interest in and to such Feedback and any related intellectual property rights to XchangeOn, and waive any claim for compensation or credit based on such Feedback or any modifications made to the XchangeOn Services based on such Feedback.
5.2. Restrictions: When using the XchangeOn Services, you agree to comply with the following provisions:
- All activities you carry out while using the XchangeOn Services must comply with applicable laws, regulations, these Terms and any guidelines provided by XchangeOn.
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Your use of the XchangeOn Services must not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other users from using the XchangeOn Services.
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You agree not to use the XchangeOn Services for market manipulation, such as pump and dump schemes, wash trading, self-trading, front-running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law.
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Without prior written consent from XchangeOn, you are prohibited from using XchangeOn data for commercial purposes, including but not limited to: trading services that make use of XchangeOn quotes or market bulletin board information, data feeding or streaming services that make use of any market data from XchangeOn, and any other websites, apps, or services that charge for or profit from (including through advertising or referral fees) market data obtained from XchangeOn.
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Without prior written consent from XchangeOn, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sublicense, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create derivative works or otherwise take advantage of any part of the properties.
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You may not use any deep linking, web crawlers, bots, spiders, or other automated methods to access, scrape, or crawl any pages contained in the XchangeOn Services, or to harvest or manipulate data from the XchangeOn Services.
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You may not use the XchangeOn Services to transmit any viruses, worms, defects, Trojan horses, or any other items of a destructive nature.
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You may not use the XchangeOn Services to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages.
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You may not use the XchangeOn Services to send or store any infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights.
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You may not use the XchangeOn Services to engage in any other conduct that restricts or inhibits any other person from using or enjoying the XchangeOn Services, or that, in XchangeOn's sole judgment, exposes XchangeOn or any of its users, affiliates, or any other third party to any liability, damages, or detriment of any type.
5.3. Crypto-to-crypto Trading
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Upon completion of the registration process for your XchangeOn account you may conduct Crypto-to-Crypto trading using XchangeOn in accordance with the provisions of these terms and XchangeOn Platform Rules
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Orders:
By submitting an instruction to create an order, you acknowledge and agree that your funds will be transmitted to a third-party XchangeOn for the purpose of executing the transaction. You recognize that any estimates provided by XchangeOn are based on market conditions at the time of generation and are subject to change, including but not limited to variations in fees, prices, and timings. You warrant that any slippage that may occur during the execution of the transaction is a risk inherent to the process and that you accept and acknowledge the potential for loss or profit as a result of slippage. You further acknowledge that XchangeOn and its operators shall not be held liable for any delays or loss of funds incurred during the transaction process. To facilitate the execution of the transaction, you authorize XchangeOn to handle the transmission of funds to the relevant XchangeOns.
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Fees:
You agree to remit payment of the fees quoted by XchangeOn, prior to the execution of any order. These fees are calculated based on various factors such as the size, network, and XchangeOn processing the transaction. XchangeOn reserves the right to modify the factors used in calculating fees at its discretion. By accepting the related quote, you authorize XchangeOn to deduct the specified fee from your account.
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Additional Crypto-to-crypto Trading:
In addition to the Crypto-to-crypto Trading outlined in paragraph (a), XchangeOn may, at its discretion, provide technical and platform services for other forms of Crypto-to-crypto Trading in accordance with its separate XchangeOn Platform Rules, such as One Cancels the Other (OCO) and block trades.
5.4. Liability:
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Disclaimer Of Warranties:
Disclaimer Of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XchangeOn SERVICES, XchangeOn MATERIALS AND ANY PRODUCTS, SERVICES OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF XchangeOn ARE OFFERED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND XchangeOn EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. XchangeOn DOES NOT REPRESENT OR WARRANT THAT THE SITE, XchangeOn SERVICES, OR XchangeOn MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. XchangeOn DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF XchangeOn SERVICES. YOU UNDERSTAND AND AGREE THAT XchangeOn WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSET PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY XchangeOn AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATIONS OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS NOT AUTHORIZED BY XchangeOn, AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY XchangeOn.
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Disclaimer of Damages and Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XchangeOn, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OR LIABILITIES ARISING OUT OF OR IN CONNECTION WITH XchangeOn SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF XchangeOn SERVICES, OR ANY PRODUCTS, SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF XchangeOn AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY, OR OTHER THEORY, EVEN IF XchangeOn HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL XchangeOn'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO XchangeOn FOR ACCESS TO AND USE OF XchangeOn SERVICES. YOUR USE OF XchangeOn SERVICES IS AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF XchangeOn SERVICES. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT, AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.
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Indemnification:
You agree to indemnify and hold harmless XchangeOn operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, XchangeOn services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of XchangeOn services. If you are obligated to indemnify XchangeOn operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these terms, XchangeOn will have the right, in its sole discretion, to control any action or proceeding and to determine whether XchangeOn wishes to settle, and if so, on what terms.
5.5. Termination Of Agreement:
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Suspension of XchangeOn Accounts
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You agree that XchangeOn shall have the right to immediately suspend your XchangeOn Account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the Digital Assets or funds in all such accounts, and suspend your access to XchangeOn for any reason including if XchangeOn suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that XchangeOn shall not be liable to you for any permanent or temporary modification of your XchangeOn Account, or suspension or termination of your access to all or any portion of XchangeOn Services. XchangeOn shall reserve the right to keep and use the transaction data or other information related to such XchangeOn Accounts. The above account controls may also be applied in the following cases:
- The XchangeOn Account is subject to a governmental proceeding, criminal investigation or other pending litigation
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Unusual activities in the XchangeOn Account are detected
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Unauthorized access to the XchangeOn Account is detected
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A court order or command by a regulatory/government authority requires it.
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Cancellation of XchangeOn Accounts
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XchangeOn has the right to terminate these terms by cancelling your account and permanently freezing (canceling) the authorizations of your account on XchangeOn, if any of the following events occur: after XchangeOn terminates services to you, you register again under a different name, the information provided is false, outdated, or incomplete, you refuse to accept amended terms, you request termination of services, or XchangeOn deems it necessary. Should your account be terminated, account and transactional information that meets data retention standards will be securely stored for 5 years. If a transaction is unfinished during the account termination process, XchangeOn may notify your counterparty of the situation. A user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subject to the termination protocol. If XchangeOn is informed that any digital assets or funds held in your account are stolen or not lawfully possessed, XchangeOn may place an administrative hold on the funds and the account. The hold may continue until the dispute is resolved and evidence of resolution is provided to XchangeOn in an acceptable form. XchangeOn will not involve itself in any dispute or resolution and will not be held liable for any such hold or inability to withdraw digital assets or funds or execute trades during the hold period.
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Remaining Funds After XchangeOn Account Termination
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All remaining account balance, including charges and liabilities owed to XchangeOn, will be payable immediately upon account closure/withdrawal, except as stated in paragraph 4. Users will have 5 business days to withdraw all digital assets or funds from the account after paying all outstanding charges to XchangeOn (if any).
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Remaining Funds After XchangeOn Account Termination Due to Fraud, Violation of Law, or Violation of These Terms
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XchangeOn maintains full custody of the remaining funds in the account in the event that the account is terminated due to fraud, violation of law, or violation of these terms. XchangeOn may use these funds to cover any damages suffered by XchangeOn or any third party as a result of the fraud, violation of law, or violation of these terms. If any remaining funds are left after these damages have been covered, XchangeOn will determine the disposition of these funds in its sole discretion.
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Survival of Provisions
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The provisions of these terms will survive any termination of your XchangeOn Account.
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Effect of Termination
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Upon termination of these terms, you will no longer have access to your XchangeOn Account and all rights granted to you under these terms will immediately cease. Any funds or digital assets left in your XchangeOn Account will be subject to the provisions outlined in paragraphs 3 and 4 above.
5.6. No Financial Advice:XchangeOn does not provide investment, financial, trading or any other form of advice. Any information provided by XchangeOn should not be considered as such. You are solely responsible for determining the suitability of any investment or transaction based on your personal investment objectives, financial situation and risk tolerance. XchangeOn does not endorse or recommend the purchase, sale or holding of any digital asset. It is your responsibility to conduct your own due diligence and consult with your financial advisors before making any investment decisions. XchangeOn will not be liable for any decisions made by you based on the information provided by XchangeOn. You should consult legal or tax professionals regarding your specific situation.
5.7. Compliance with Local Laws:
As a user of XchangeOn services, it is your responsibility to comply with all local laws and regulations related to the legal use of XchangeOn services in your jurisdiction, as well as any other applicable laws and regulations. You are also responsible for complying with any tax laws and regulations, including the withholding, collection, reporting, and remittance of taxes to the appropriate tax authorities. By using XchangeOn services, you confirm that the funds used in connection with your account are from legitimate sources and do not originate from illegal activities. XchangeOn reserves the right to request and collect any necessary information and materials to verify the legality of the sources and use of funds in accordance with relevant laws or government orders. XchangeOn cooperates with law enforcement authorities globally and may seize, freeze, or terminate user accounts and funds if they are flagged or investigated by legal mandate.
5.8. Privacy Policy:
Access to XchangeOn services requires the submission of certain personally identifiable information. Please review XchangeOn's privacy policy (https://xchangeon.io/privacy-policy) for an overview of XchangeOn's guidelines for the collection and use of personal information.
5.9. Resolving Disputes: Forum, Arbitration, Class Action Waiver:
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Notice of Claim and Dispute Resolution Period:
Please contact XchangeOn first in case of any disputes. XchangeOn wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with XchangeOn, then you should contact XchangeOn and a ticket number will be assigned. XchangeOn will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against XchangeOn, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to XchangeOn. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought and (3) include your XchangeOn account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with XchangeOn. After you have provided the Notice of Claim to XchangeOn, the dispute referenced in the Notice of Claim may be submitted by either XchangeOn or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to XchangeOn for resolution internally and the delivery of a Notice of Claim to XchangeOn are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or XchangeOn shall not be disclosed to the arbitrator.
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Agreement to arbitrate:
You and XchangeOn agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and XchangeOn arising in connection with or relating in any way to these Terms or to your relationship with XchangeOn as a user of XchangeOn Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and XchangeOn further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive termination of these Terms. Arbitration Rules. The arbitration shall be subject to the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”), as modified by this Section X. The arbitration will be administered by the International Court of Arbitration of the ICC. Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the ICC Rules. Any arbitration will be conducted in the English language, unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED. Time for Filing: ANY ARBITRATION AGAINST XchangeOn MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN PARAGRAPH 1 OF THIS SECTION, ABOVE. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Process; Notice: The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1, above, must submit a request to the ICC in accordance with the ICC Rules. If XchangeOn requests arbitration against you, XchangeOn will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with XchangeOn is up-to-date and accurate. Seat of Arbitration: The seat of the arbitration shall be Switzerland. Place of Hearing: The location of any in-person arbitration hearing shall be Switzerland, unless otherwise agreed to by the parties. If the amount in dispute is such that the arbitration can be conducted on the basis of documents and/or written submissions only, then the arbitration shall be conducted in this manner, unless otherwise agreed to by the parties. The arbitrator shall have the power to award any remedy or relief that a court of competent jurisdiction could award under the applicable law. The arbitration award shall be final and binding upon the parties, and judgment on the award may be entered in any court having jurisdiction thereof.
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Class Action Waiver.
You and XchangeOn agree that any claims relating to these Terms or to your relationship with XchangeOn as a user of XchangeOn Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and XchangeOn further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including XchangeOn.
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Modifications.
XchangeOn reserves the right to update, modify, revise, suspend, or make any future changes to Section X regarding the parties’ Agreement to Arbitrate, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Section is up-to-date. Subject to the applicable law, your continued use of your XchangeOn account shall be deemed to be your acceptance of any modifications to Section X regarding the parties’ Agreement to Arbitrate. You agree that if you object to the modifications to Section X, XchangeOn may block access to your account pending closure of your account. In such circumstances, the Terms of Use prior to modification shall remain in full force and effect pending closure of your account.
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Severability.
If any portion of these Terms is adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law. In case of any disputes or issues related to these terms and conditions, users are expected to contact XchangeOn support before raising any legal proceedings.
