Definitions

1. "Binjex Account" is a user account accessible via the Services where Funds may be stored by Binjex on behalf of a user.

2. "Funds" means Digital Assets and/or Legal Tender.

3. "Digital Assets" means such assets that are exclusively transmitted by block-chain technology, including but not limited to digital coins, digital tokens and any other type of digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc and does not include Legal Tender or securities.

4. "Digital Asset Account" means any Digital Asset address or account owned or operated by you that is maintained outside of the Services, and is not owned, controlled or operated by Binjex.

5. "Legal Tender" means any national currency, such as U.S. dollars, that may be used in connection with a purchase or sale of Digital Assets via the Services, and does not include any Digital Asset.

6. "Financial Account" means any financial account of which you are the beneficial owner that is maintained by a third party outside of the Services, including, but not limited to third-party payment service accounts or accounts maintained by third-party financial institutions.

7. "External Account", means any Financial Account or Digital Asset Account, from which you may load Funds into your Binjex account, and to which you may push Funds from your Binjex Account.

8. "Feedback" is any feedback, suggestion, idea or other information or materials regarding Binjex or the Services that you provide, whether by email, posting via the Services or otherwise.

9. "Force Majeure Event" refers to the occurrence of an event which is outside the reasonable control of Binjex and which prevents Binjex from performing its obligations under a contract.

10. "Communications" shall mean all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to a user by Binjex.

11. "Trade" shall be understood as the exchange of one Digital Asset, owned by one Binjex Account, to another Digital Asset owned by another or the same Binjex Account.

12. "Transfers" for the purposes herein shall mean (a) a Deposit of Funds to your Binjex account, (b) a Withdrawal of Funds from your Binjex account or (c) a Trade from your Binjex account, which is technically executed by Binjex in accordance with Deposits, Withdrawals and Trades.

13. "Reserve" is the amount of Funds that are required to be frozen to keep an active order open on the exchange. All reserved funds are released when an order is closed (whether filled, partially filled, cancelled or otherwise closed).

14. "Binjex IP" shall mean all and any copyright and other intellectual property rights in all content and other materials provided in connection with the Services, including, without limitation, the Binjex name, trademark, Binjex logo and all designs, text, graphics, pictures, data, software, technologies, know-hows, sounds and video files, other files and the selection and arrangement thereof.

15. "Third-Party Content" is the content provided by third parties, including without limitation, links to web pages of such parties, which may be represented on the Services.

Eligibility

1. It is a pre-condition that our Services are only provided to those who are permitted to enter in legally binding relationships. Therefor, if there is any reason why you are not able to enter into a legally binding relationship with Binjex, for whatever reason, do not use our Services.

2. Binjex may not make the Services available in all markets and jurisdictions, and may restrict or prohibit use of the Services from certain U.S. states or foreign jurisdictions ("Restricted Locations"). If you are registering to use the Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you are duly authorized by such legal entity to act on its behalf.

3. You further represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old in the U.S.); (b) have not previously been suspended or removed from using our Services; (c) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party; (d) are not located in, under the control of, or a national or resident of (i) any Restricted Locations, or (ii) any country to which the United States has embargoed goods or services; (e) are not identified as a "Specially Designated National"; (f) are not placed on the Commerce Department's Denied Persons List; and (g) will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms.

Binjex Account

1. Registration

   It is necessary to go through the registration process and create a Binjex Account to use our Services with its full functionality.

2. Number of Binjex Accounts

   Binjex, may, in its sole discretion, limit the number of Binjex Accounts that you may hold, maintain or acquire.

3. Binjex Account Information and Security

   In order to engage in any trades via the Services, you must create a Binjex Account and provide any requested information. When you create a Binjex Account, you agree to: (a) create a strong password that you do not use for any other website or online services; (b) provide accurate and truthful information; (c) agree to pass through AML/KYC procedures, which may be applied to you from time to time; (d) maintain and promptly update your Binjex Account information; (e) maintain the security of your Binjex Account by protecting your password and restricting access to your Binjex Account; (f) promptly notify us if you discover or otherwise suspect any security breaches related to your Binjex Account; and (f) take responsibility for all activities that occur under your Binjex Account and accept all risks of any authorized or unauthorized access to your Binjex Account, to the maximum extent permitted by law.

4. Suspension and Termination

   1. In case of your breach of the Terms, or any other event as We may deem necessary, including without limitation market disruption and/or Force Majeure event We may, in our sole discretion and without liability to you, with or without prior notice: (a) suspend your access to all or a portion of our Services; or (b) prevent you from completing any actions via the Services, including closing any open Trade Orders; or (c) terminate your access to the Services, delete or deactivate your Binjex account and all related information and files in such account.

   2. In the event of termination, Binjex will return any Digital Assets stored in your Binjex Account and not owed to Binjex, unless Binjex beleives you have committed fraud, negligence or other misconduct.

Binjex Account Funds

1. Authorization to Create Address

   You understand and acknowledge, that an address for depositing Digital Assets will be created automatically as soon as you request the Deposit transfer and before any Digital Asset can be remitted to your Binjex Account and you fully and irrevocably authorize its creation.

2. Ownership Verification

   In the case you are required to verify, that you possess Digital Assets of the third-party service that you use to remit Digital Assets to your Binjex Account, you undertake to provide such verification by following Binjex's instructions.

3. Deposit/Withdrawal Authorization

   When you request Binjex to Deposit/Withdrawal Digital Assets into or out from your Binjex Account, you authorize Binjex to execute such Transfer via the Services.

4. Third-Party Services

   You may be charged fees by the third-party service you use to make Deposits into your Binjex Account. Binjex is not responsible for any third-party service fees. You are solely responsible for your use of the third-party service, and you agree to comply with all terms and conditions applicable to any third-party service.

5. Rejected or Suspended Deposit/Withdrawal

   In some cases, the third party service may reject your Digital Assets to be processed, suspend the Deposit/Withdrawal Transfer of your Digital Assets, or be not able to support the Transfer, or may otherwise be unavailable.

6. Delays

   Subject to the terms and conditions of these Terms, We will use commercially resonable efforts to record all Deposit/Withdrawal Transfers as soon as possible. However the timing associated with Deposit/Withdrawal of Digital Assets depends on the performance of third-party services, and We make no guarentee of any specific timeframe to complete such Transfers.

No Offer Of Securities

1. Binjex employes all possible measures to be sure that Digital Assets that are available via the Services cannot be classified as a "security" by any competent national authority. Moreover, Binjex represents that it never intended or desired to make Digital Assets that can be classified as a "security" available via the Services.

2. The responsibility for the fact that a Digital Asset cannot be treated as a "security" lies within the owner of the token and/or coin. If there is any risk or speculations that a Digital Asset can be treated as a "security", Binjex reserves the right to prohibit and discontinue any transactions on our Services with such Digital Assets at its sole discretion.

3. We follow the best practices to decide whether a Digital Asset is a security or not. However, we give no warranty and/or investment, financial, legal or any other professional advice, that any Digital Asset available via the Services is not a security.

Digital Asset Trading

Binjex does not provide financing and thus does not support margin trading. All trades take place between two Binjex Accounts.

1. Authorization

   When you submit a new Order via the Services, you authorize Binjex to execute such transaction and (a) reserve Funds to maintain an open order if required, and (b) charge you any applicable fees.

2. Independent Relationship

   You acknowledge and agree that, in regards to your trading activity: (a) Binjex is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity; (b) no communication of information provided to you by Binjex shall be considered or construed as advice.

3. Trade Confirmation

   Once the Services execute your trade, a confirmation will be electronically made available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.

4. Trade Options

   Please refer to the Trading Guide, for information about the terminology used in connection with the trading options made available via the Services. If you do not understand the meaning of any trade option, we strongly encourage you not to utilize any of those options.

5. Market Rates

   If you select a market trade, Binjex will attempt to execute the trade at the best available price, as defined via the Services. You acknowledge and agree that the exchange rate information made available via our Services may differ from the prevailing exchange rates made available via other sources outside of the Services.

6. Market Volatility

   Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any Digital Assets, the actual market rate at which a market order or trade is executed may be different from the prevailing rate indicated via the Services at the time of your order or trade. You understand that we are not liable for any such price fluctuations. In the event of a market disruption or Force Majeure event, Binjex may do one or more of the following: (a) suspend access to the Services; or (b) prevent you from completing any actions via the Services, including closing any open orders. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

Binjex Fees

1. Amount of Fees

   You agree to pay Binjex the fees for Transfers completed via our Services ("Fees") as made available via the Fee Schedule, which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services, and will apply prospectively to any Transfers that take place following the effective date of such revised Fee Schedule.

2. Third-Party Fees

   In addition to the Fees, your External Account may impose fees in connection with your use of your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.

3. Payment of Fees

   You authorize us, or our designated payment processor, to charge or deduct your Binjex Account Funds for any applicable Fees owed in connection with Transfers you complete via the Services.

Privacy

For more information about how we collect and use your personal data, please see our Privacy Policy.

Electronic Notices

1. Consent to Electronic Delivery

   You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, "Communications") that Binjex provides in connection with your Binjex Account and/or use of the Binjex Services. You agree that Binjex may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy.

2. Hardware and Software Requirements

   In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with Binjex and have sufficient storage space to save past Communications or an installed printer to print them.

3. Withdrawal of Consent

   You may withdraw your consent to receive electronic Communications by sending a withdrawal notice via your back office support ticket system. If you decline or withdraw consent to receive electronic Communications, Binjex may suspend or terminate your use of the Services.

4. Updating Contact Information

   It is your responsibility to keep your email address and/or mobile phone number on file with Binjex up to date so that Binjex can communicate with you electronically. You understand and agree that if Binjex sends you an electronic Communication but you do not receive it because your email address or mobile number of file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Binjex will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Binjex to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number or street address at any time by logging into your Binjex Account or by sending such information to support via your back office support ticket system. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Binjex are returned, Binjex may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.

Special Conditions

1. Transfer Confirmation

   Once your Deposit/Withdrawal request or Trade order is executed, a confirmation will be electronically made available via the Services detailing the particulars of the Transfer. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such transaction.

2. Conditions and Restrictions

   We may, at any time and in our sole discretion, refuse to perform any Transfer requested via the Services, impose limits on the Transfer amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services.

3. Access to the Services

   We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

4. Cancellations

   You may only cancel a Transfer request initiated via the Services if such cancellation occurs before Binjex executes the Transfer. Once your Transfer request has been executed, you may not change, withdraw or cancel your authorization for Binjex to complete such Transfer. If a Trade order has been partially filled, you may cancel the unfilled remainder unless the order relates to a market rate Trade. We reserve the right to refuse any cancellation request associated with a market rate Trade order once you have submitted such order. While we may, at our sole discretion, reverse a Trade under certain extraordinary conditions, a customer does not have a right to a reversal of Trade.

5. Insufficient Digital Assets

   If you have an insufficient amount of Digital Assets in your Binjex Account to complete a Transfer via the Services, we may cancel the entire order or may fulfill a partial order using the amount of Digital Assets currently available in your Binjex Account, less any fees owed to Binjex in connection with our execution of the Transfer.

6. Taxes

   It is your responsibility to determine what, if any, taxes apply to the Transfers you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Binjex is not responsible for determining whether taxes apply to your transfers or for collecting, reporting, withholding or remitting any taxes arising from any Trades and Transfers and does not act as your tax agent.

7. Feedback

   We own exclusive rights, including all intellectual property rights, to Feedback. Any Feedback you submit is non-confidential and shall become the sole property of Binjex. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you. You waive any rights you may have to the Feedback. Do not provide Feedback if you expect to be paid or want to continue to own or claim rights on it. We also have the right to disclose your identity to any third-party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. We have the right to remove any posting you make on our website if, in our opinion, your post does not comply with the content standards set out therein.

Risk Disclosure

1. You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss in Trading Digital Assets can be substantial. You should, therefor, carefully consider whether such Trading is appropriate for you in light of your circumstances and financial resources. You acknowledge and agree to the posibility of the following:

   • You may sustain a total loss of the Digital Assets in your Binjex Account, and in some cases, you may incur losses beyond such Digital Assets.

   • Under certain market conditions, you may find it difficult or impossible to liquidate a position. This can occur, for example, when the market reaches a daily price fluctuation limit ("limit move") and there is insufficient liquidity in the market.

   • Placing contingent orders, such as "stop-loss" or "stop-limit" orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such orders.

   • All Digital Asset positions involve risk, and a "spread" position may not be less risky than an outright "long" or "short" position.

   • All of the points noted above apply to all Digital Assets. This brief statement cannot, however, disclose all the risks and other aspects associated with the Trade of Digital Assets and shall not be considered as any professional advice.

2. Internet Transmission Risks

   You acknowledge that there are risks associated with utilizing and internet-based trading system including, but not limited to, the failure of hardware, software and internet connections. You acknowledge that Binjex shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services, howsoever caused.

3. Blockchain Protocol Risks

   The Services are based on the Blockchain protocol. As such, any malfunction, unintended function, unexpected functioning of or attack on the Blockchain protocol may cause the Services to malfunction or function in an unexpected or unintended manner.

4. Blockchain and Digital Asset Risks

   You acknowledge and accept that Binjex has no control over any Digital Asset network and you understand all risk associated with utilizing any Digital Asset network, including, but not limited to, the risk of unknown vulnerabilities in or unanticipated changes to any network protocol. We will not be responsible for any harm occuring as a result of such risks.

Miscellaneous

1. Entire Agreement

   These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties grarding the Services.

2. Order of Precedence

   In the event of any conflict between these Terms and any other agreement you may have with Binjex, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.

3. Amendments

   We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion. If We make changes to these Terms, We will provide you with notice of such changes, such as by send an email, providing notice on the homepage of the Site and/or by posting the amended Terms via the applicable Binjex websites and mobile applications and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediatley upon posting for any new users of the Services. In all other cases, the amended Terms will become effective for preexisting users upon the earlier of either: (a) the date User clicks or presses a button to accept such changes or; (b) the date User continues use of our Services after Binjex provides notice of such changes or publishes a new version of the Terms on the Site. Any amended Terms will apply prospectively to use of the Services after such changes become effective. If you do not agree to any amended Terms, you must discontinue using our Services and contact us to terminate your account.

4. No Waiver

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

5. Severability

   The invalidity or unencforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force anf effect.

6. Assignment

   You may not assign or transfer any of your rights or obligrations under these Terms without prior written consent from Binjex, including by operation of law or in connection with any change of controler. Binjex may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

7. Headings

   Headings of the sections are for convenience only and shall not be used to limit or construe such sections.

8. Interpretations

   These Terms shall be written and executed in, and all other communications under or in connection with these Terms shall be in English. Any translation into any other language shall not be considered as an official version thereof and shall serve for informational purposes only. In the event of any conflict in interpretation between English text and such translation, English text shall prevail. Terms "Remittance", "Deposit", "Withdrawal", "Trade" and some others referred to herein are used in the reference to Digital Assets solely and as defined in cl. 1 herein and shall not be deemed as construed for the use in regular financial meanings.

Disclaimer of Warranties, Limitation of Liabilities

1. Except as expressly provided to the contrary in writing by Us, our Services are provided on an "As is" and "As available" basis.

2. You acknowledge that information you store or transfer through our Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to software failures, protocol changes by third-party providers, internet outages, Force Majeure event or other disasters including third-party DDOS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our services.

3. We reserve the right, in our sole discretion, to control any action or proceeding (at our expense) to which We are a participant and determine whether We wish to settle it.

4. Binjex shall not be liable for: (a) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (b) any loss or damage arising from a Force Majeure Event.

5. We strive to protect our users from fraudulent and scam activities in the Digital Asset space. It is possible that some Digital Assets are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. We reserve the right to prohibit and discontinue any transactions on the Services with such Digital Assets at our discretion, without any prior notice to you and without publication of the reason for such decisions, whenever this comes to our knowledge.

6. Except as otherwise required by law, in no event shall Binjex, our directors, officers, members, employees or agents be liable for any direct, indirect, consequential or special damages, or any other damages of any kind, including but not limited to, loss of use, loss of profits or loss of data, wheter in an action in contract, toirt (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use our Services or the Binjex IP, including without limitation any damages caused by or resulting from reliance by any user on any information obtained from Binjex, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communication failure, theft, destruction or unauthorized access to Binjex's records, programs or services.

Copyrights and Other Intellectual Property Rights

1. Unless otherwise indicated by us, Binjex IP is the proprietary property of Binjex and our licensors or suppliers and is protected by international copyright laws and other intellectual property rights laws.

2. We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use the Binjex IP for your personal or business use solely for the purposes of regular use of the Services.

3. Such license is subject to these Terms and does not permit: (a) any resale of the Binjex IP; (b) the distribution, public performance or public display of any Binjex IP; (c) modifying, adapting or otherwise making any derivative uses of the Binjex IP, or any portion thereof; or (d) any use of the Binjex IP other than for the intended purposes.

4. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.

Third-Party Content

While using the Services, you may view Third-Party Content. We do not control, endorse or adopt (unless otherwise expressly stated by Binjex) any Third-Party Content and shall have no responsibility for Third-Party Content, including, but not limited to, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

Contact Us

If you have any questions regarding these Terms or any other matter, please contact us at [email protected].