YAX Terms of Service
SUBSCRIBING FOR ANY DIGITAL ASSETS RELATED PRODUCTS OR SERVICES INVOLVES A HIGH DEGREE OF RISK. THE VALUE OF DIGITAL ASSETS MAY NOT BE BACKED OR SUPPORTED BY ANY GOVERNMENT. AS SUCH, DIGITAL ASSETS MAY SUFFER SIGNIFICANT VOLATILITY IN VALUE. THE DIGITAL ASSETS RELATED PRODUCTS AND SERVICES ARE NOT PRINCIPAL GUARANTEED AND YOU MAY LOSE A PART OR THE ENTIRETY OF THE PRINCIPAL INVESTED IN SUCH DIGITAL ASSETS RELATED PRODUCTS AND SERVICES. YOU ARE ADVISED TO CAREFULLY CONSIDER THE RISK EXPOSURE AND ACT CAUTIOUSLY. YOU MUST HAVE THE FINANCIAL ABILITY, SOPHISTICATION, EXPERIENCE, TOLERANCE AND WILLINGNESS TO BEAR THE RISKS OF ANY DIGITAL ASSETS RELATED PRODUCTS OR SERVICES, AND A POTENTIAL TOTAL LOSS OF THE UNDERLYING ASSETS. A DIGITAL ASSETS RELATED PRODUCT OR SERVICES IS NOT SUITABLE FOR EVERY CLIENT. PLEASE CAREFULLY REVIEW YOUR FINANCIAL SITUATION AND OBJECTIVES TO DETERMINE WHETHER SUCH PRODUCT OR SERVICES IS SUITABLE FOR YOU. FOR THE PURPOSE OF THIS AGREEMENT, “DIGITAL ASSETS” MEANS ANY ASSET THAT IS ISSUED AND/OR TRANSFERRED USING DISTRIBUTED LEDGER, BLOCKCHAIN TECHNOLOGY OR ANY EQUIVALENT TECHNOLOGIES, INCLUDING, BUT NOT LIMITED TO, ANY DIGITAL AND CRYPTO CURRENCIES, COINS, TOKENS AND ANY FUNCTIONALLY EQUIVALENT DIGITAL SUBJECTS, EXCLUDING ANY FIAT CURRENCY. YAX IS NOT AN ISSUER OF ANY USD STABLECOIN AND SHALL NOT BEAR ANY RELEVANT RISK OR LIABILITY WITH RESPECT TO USD STABLECOINS.
YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF ANY OF THE SERVICES UNDER THIS AGREEMENT IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE THE SERVICES SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.
1. AGREEMENT CONDITIONS
1.1 YAX reserves the right to modify or change the Terms at any time and at its sole discretion. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the YAX Platform or released to users. As such, your continued use of Services acts as an acceptance of the amended agreements and rules. If you do not agree to any modification to these Terms, you must stop using the Services. YAX encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access and use of the Services.
2. ELIGIBILITY AND PROHIBITION OF USE
2.1 By registering to use a YAX account (an “Account”), you represent and warrant that (a) you are at least 18 years old or of legal age to form a binding contract under applicable law; (b) you are an individual, legal person or other organization with full legal capacity and authority to enter into these Terms; and (c) you have not previously been suspended or removed from using the Services. If you are entering into these Terms on behalf of a legal entity of which you are an employee or agent, you represent and warrant that you have all necessary rights and authority to bind such legal entity and all the information and materials you have submitted, or will submit, to YAX for the purposes of completing the know-your-customer process (the “KYC”) are true and accurate.
2.2 By accessing and using the Services, you possess the nationality and residency in a jurisdiction that YAX offers its Services legally and are not on any trade or economic sanctions lists, including, without limitation, the UN Security Council Sanctions List, designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. YAX maintains the right to select its markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its discretion.
2.3 You acknowledge and agree that YAX may refuse to provide Services to you or cancel your access to the Account or any Services if it reasonably determines that you are not eligible to use our Services.
2.4 You hereby appoint and authorize YAX as your agent to facilitate your subscription of the Products and entry of other Digital Asset transactions on YAX Platform and do or cause to be done all acts we shall determine to be desirable, necessary, or appropriate to implement and administer your authorization.
3. ACCOUNT TYPES AND AUTHORIZED USERS
3.1 Individual Account
An “Individual Account” refers to an Account that is owned by only one natural person who is, and will continue to be, the only person authorized to take any action in the Account. By opening an Individual Account, you represent and warrant that you are, and shall at all times continue to be, the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom.
3.2 Corporate Account
A “Corporate Account” refers to an Account that is owned by a corporation, unincorporated association, a company, a partnership, fiduciary, sole proprietorship or other legally recognized groups (interchangeably defined as an “Entity”). An Entity can apply to open a Corporate Account through any natural person(s) who is duly authorized by the Entity to do so (an “Authorized User”). Each Authorized User represents and agrees, on behalf of the Entity, as well as on his or her own behalf, that he or she:
(i) is fully authorized to execute all documents or otherwise complete our requirements in his or her stated capacity;
(ii) has provided us with all documents or other information necessary to demonstrate that authority; and
(iii) will provide other documents and complete other requirements as we may request from time to time.
We may refuse to recognize any such authorization if, in our reasonable judgment, it appears to be incomplete or improperly executed. By opening a Corporate Account, the Authorized User represents and warrants on behalf of the Entity that the Entity is and shall at all times continue to be the sole beneficial owner of the Account and user of all the Services facilitated or generated therefrom, and that the identities and other information of the ultimate beneficial owners of the Entity are as presented to YAX during the KYC.
The number of Authorized Users that each Entity may maintain is subject to the review and approval of YAX from time to time. The Entity shall be solely responsible for promptly notifying YAX of any change to the identities or other information of its Authorized Users. YAX shall be entitled to rely on any instruction from an Authorized User acting on behalf of the relevant Entity.
4. ACCOUNT USAGE AND SECURITY
4.1 YAX reserves the right to suspend, freeze or cancel Accounts that are used by persons other than the persons whose names they are registered under (including the Authorized Users). You shall immediately notify YAX if you suspect or become aware of unauthorized use of your Account. YAX will not be liable for any loss or damage arising from any use of your Account by you or by any third party (whether or not authorized by you).
4.2 We strive to maintain the safety of user funds entrusted to us and have implemented industry-standard protections for the Services. However, there are risks that may arise from individual user actions. You agree to treat your Account access credentials such as user name and password as confidential information and not to disclose such information to any third party. You also agree that you are responsible for taking necessary safety precautions to protect your own Account and information. You shall be solely responsible for the safekeeping of your Account and password on your own, and you shall be responsible for all activities under your Account.
4.3 By creating an Account, you hereby agree that:
(a) you will notify YAX immediately if you are aware of any unauthorized use of your Account and password by any person or any other violations of the security rules;
(b) you will, and will procure all Authorized Users to, strictly observe the security, authentication, dealing, charging, and withdrawal mechanism or procedures as required by YAX;
(c) you will log out from your Account on the YAX Platform by taking proper steps at the end of every visit; and
(d) you will apply necessary security and protective measures to the device which you use to access the Account, including, without limitation, (i) updating the device’s browser to the latest version available; (ii) patching the device’s operating systems with regular security updates provided by the operating system provider; (iii) installing and maintaining the latest anti-virus software on the device, where applicable; and (iv) using strong passwords, such as a mixture of letters, numbers and symbols.
5. LICENSE AND IP RIGHTS
5.1 We grant you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use (and allow Authorized Users to use) the Services pursuant to the terms of this Agreement. YAX and its licensors retain all rights, title and interest in and to the Services, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to you hereunder. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content related to the Services, including for any purpose competitive to YAX or any commercial purpose, in whole or in part.
5.2 All content on the YAX Platform is the property of YAX and is protected by copyright, patent, trademark and any other applicable laws, unless otherwise specified hereby.
5.3 The trademarks, trade names, service marks, identifying marks, illustrations, designs and logos of YAX and others used on the YAX Platform (hereinafter the “Trademarks”) are the property of YAX and its respective owners. The software code (whether binary, assembly, source, object, HTML or otherwise), applications, text, images, graphics, data, files, prices, trades, charts, graphs, video and audio materials used on the YAX Platform belong to YAX. The Trademarks and other content on the YAX Platform should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, no matter manual or automated, without prior written consent of YAX. The use of any content from the YAX Platform on any other site or application or a networked computer environment for any other purpose is strictly prohibited. Any such unauthorized use may violate copyright, patent, trademark and any other applicable laws and could result in criminal or civil penalties.
6. DEPOSITS AND WITHDRAWALS
6.1 You may deposit Digital Assets in your Account in accordance with the YAX Account Agreement published by YAX from time to time.
6.2 Upon your subscription to a Product or your placement of an order for a Digital Assets transaction, the Digital Assets in the type and amount related to such subscription or transaction will be deducted from your Account for the purposes of settling the subscription or transaction. You shall ensure that you have sufficient Digital Assets in the Account in order to complete a Product subscription or a Digital Assets transaction or settlement. YAX shall not be responsible for any cost, loss or damage that you may incur due to any failure or delay in funding the Account with sufficient Digital Assets by you or any third party.
6.3 You shall make sure to use the correct address in the transfer of any Digital Assets. If you used an incorrect address to transfer any Digital Assets, the Digital Assets may be lost permanently, in which case the Company shall not be liable to you for any losses.
6.4 In the event you are permitted to use the credit card or bank account to exchange for Digital Assets and deposit into your Account, you will use your credit card or bank account to purchase those Digital Assets at a spot price determined by YAX and you agree that once such purchase is processed, the transaction shall be irreversible and binding on you.
6.5 You are solely responsible for any fees charged by your bank, credit card issuer(s) or any intermediary fees or costs (including, but not limited to, any international transaction fees, cash advance fees and transfer to overseas service charges) relating to deposit, transfer or purchase of Digital Assets in connection with your bank accounts or credit cards. You must check the exact amount of fees that may apply to your bank accounts or credit cards in connection with any transactions on your Account if you are not sure of the fee amounts. Certain banks and credit card issuers may treat the purchase of Digital Assets with the credit card as cash advance which may be subject to a high fee or interest rate as compared with other use of credit cards. For the avoidance of doubt, the Company shall not be liable for any such costs or fees under any circumstances.
6.6 The Company may also set requirements for your use of any bank account or credit card for transactions on the YAX Platform, and such requirements, including, but not limited to, relevant fees and the maximum or minimum transaction amount limit are available on the YAX Platform and the Company has the right to amend such requirements at any time in its sole discretion without prior notice to you.
6.7 The Company reserves the right to refuse to accept any transfer of Digital Assets or purchase of Digital Assets on your Account by delivering Fiat Money to the Company at its sole discretion, in which case you shall be liable for any costs and fees incurred for any return of Fiat Money or Digital Assets by the Company to you.
6.8 You acknowledge and agree that only bank account(s) or credit card(s) which are issued to and/or registered in your own name (excluding joint accounts) may be used to effect related loading of Digital Assets to your Account.
6.9 You may request to withdraw the Digital Assets in your Account. All fees, costs and charges for the bank transfer and/or blockchain transfer shall be at your expense.
6.10 Notwithstanding the preceding clause, you acknowledge and agree that the Company may conduct checks for the purposes of preventing fraud, money laundering, terrorist financing and other financial crimes, and as requested by applicable law. Accordingly, you may be prevented or delayed from withdrawing from your Account until those checks are completed to our reasonable satisfaction in order to comply with our regulatory requirements. You further acknowledge and agree that the Company may also impose other specific rules to limit your withdrawal from your Account in its discretion from time to time, which we may implement, eliminate, increase or decrease without advance notice. Your withdrawal requests may be delayed or canceled as part of our compliance program.
6.11 You acknowledge and agree that any information provided by you in relation to withdrawal instructions of any Digital Assets to the Company is true, and accurately complete and the Company may process the withdrawal in reliance on such information. The withdrawal instructions cannot be canceled or reversed once processed by the Company.
6.12 You acknowledge and agree that you are responsible for ensuring the accuracy of any instructions submitted to the Company and that any errors may result in the irreversible loss of your Digital Assets. The Company shall not be responsible for any damage or loss caused by inaccuracy or mistakes in any of your instructions.
6.13 The Company will facilitate the withdrawal function. However, due to any events, including, but not limited to, technical reasons, underlying software protocols deficiencies or banking service suspension, the withdrawal may take a longer time or cannot be processed during certain period of time. You acknowledge and agree that the Company is not in any way liable for such delay and failure of withdrawal except for its willful misconduct, gross negligence or fraud.
7. NO DEPOSIT PROTECTION
7.1 No YAX entity is or is regulated as a bank or any other type of depository institution in any jurisdiction. Digital Assets held in your Account are not eligible for any public or private deposit insurance protection or any other protection programs of similar nature. You will not earn any interest on your Account.
8. PAST PERFORMANCE
8.1 You acknowledge and agree that:
(a) the past performance of any Services or Product is not an indication of future performance;
(b) a Product is manufactured, issued or provided by the relevant Product Provider who shall be your sole counterparty for the purposes of such Product;
(c) YAX does not guarantee the performance of any Services or Product and does not provide any financial or legal advice to you, notwithstanding any statements by anyone to the contrary. You shall be solely responsible for determining the suitability of the Services or Products for you.
9.1 You shall be aware of the currency to denominate your Account on YAX Platform (the “Default Currency”). You shall be solely responsible to bear any currency exchange risk if you choose a currency other than the Default Currency in and for the purposes of using the Services.
9.2 From time to time, we may provide information to you which presents your multi-currency balances in the equivalent value of your Default Currency, using the rates prevailing at the time the information is produced. However, you should note that the balances have not been physically converted and that the presentation of the information in your Default Currency is for information only.
10.1 Gapping is a sudden shift in the price of an underlying market from one level to another. Various factors can lead to gapping (for example, economic events or market announcements). When these factors occur, the price of Digital Assets in the underlying market may move fast and drastically, and you may not have the opportunity to sell your instruments or conduct other stop-loss activities. You acknowledge and agree that you are solely responsible for bearing all the relevant risks.
11. MARKET LIQUIDITY
11.1 The market conditions of the Digital Assets and the Products may change significantly fast and drastically. Under certain circumstances, you may not be able to liquidate the Digital Assets or the Products under the desirable terms or timeframe. You acknowledge and agree that you are solely responsible to bear all the relevant risks.
12.1 The insolvency or default of any exchanges or brokers involved with the Services and Products may lead to your trading positions being liquidated or closed out without your consent. In certain circumstances, you may lose the entire assets that you have invested.
13. REGISTRATION, VERIFICATION AND TRANSACTIONS
13.2 If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, YAX shall have the right to send you a notice to demand corrections, remove relevant information directly and terminate all or part of the Services to you. YAX shall not be responsible for any expense or loss incurred by you in such situations.
13.3 By clicking “accept”, “agree” or any other words of equivalent meaning to initiate a transaction available to your Account on the YAX Platform, you are authorizing the Company to initiate such transactions and agree to pay the relevant prices, fees and costs in relation to the relevant transactions.
13.4 You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, you authorize us, in our sole discretion, to cancel the transaction. You are responsible for ensuring you have sufficient Digital Assets on your Account to conduct any transaction.
13.5 Fees and charges on your Account shall be available on the YAX Platform and may be varied by YAX from time to time.
13.6 YAX may vary the rate or amount of any charge, fee or interest payable under this Agreement. Should you continue to keep or use your Account, you shall be considered to have accepted the changes.
14. AML AND CFT COMPLIANCE AND MARKET CONDUCT RULES
14.1 All the Services, Products and activities on the YAX Platform are subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, without limitation, all applicable tax, anti-money laundering and counter financing of terrorism laws. You agree and understand that by using the Services in any capacity, you shall act in compliance with and be legally bound by these Terms and all applicable laws and regulations, and failure to do so may result in the suspension of your ability to use the Services or the closure of your Account.
14.2 You agree to adhere to the following market conduct rules (the “Market Conduct Rules”) which are designed to prevent the use of the YAX Platform for manipulative or deceptive market products, including, but not limited to, market abuse and misconduct. Any violations of such, in our reasonable opinion, may lead to your Account being immediately suspended or cancelled. The following are strictly prohibited:
(a) Wash Trading: You must not place simultaneous purchase and sale orders of the same Digital Asset at the same price in an attempt to artificially increase trading volumes;
(b) Prearranged Trading: You must not co-ordinate with another related party to simultaneously purchase and sale orders of the same Digital Asset at the same price in an attempt to artificially increase trading volumes;
(c) Layering and Spoofing: You must not place orders with no intent to execute them with the purpose of providing a false level of supply or demand. You must also not place multiple non bona fide orders on one side of the order book in an attempt to move the price followed by placing an order on the other side of the book and cancelling the original non bona fide orders; and
(d) Any other form of market manipulation and abuse is also strictly prohibited. Examples include, but are not limited to, front running another client when in possession of their order details and quote stuffing by entering larger numbers of orders and/or amendments and/or cancellations in an attempt to slow the market down.
15. SERVICE AVAILABILITY AND MAINTENANCE
15.1 YAX does not guarantee uninterrupted access to the Services at all times. YAX may suspend access without prior notice during scheduled or unscheduled system repairs or upgrades and modify the Services at any time without prior notice. YAX Platform and all Services undergo regular maintenance. During such times, some or all of the functionality of YAX Platform may be unavailable. YAX may temporarily halt operations in the event that the unanticipated maintenance is required. This may include, but is not limited to, unexpected outages or mul-functions of computers, virtual asset networks, powers or vendors, or cyber security incidents.
16. NETWORK CONTROL
16.1 YAX does not own or control any of the underlying software through which blockchain networks are formed and Digital Assets are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using any of the Services, you understand and acknowledge that YAX is not responsible for the operation of the underlying software and networks that support Digital Assets and that YAX makes no guarantee of functionality, security, or availability of such software and networks.
17. FORKS AND DISTRIBUTIONS
17.1 As a result of the decentralized and open-source nature of Digital Assets, it is possible that sudden, unexpected, or controversial changes (the “Forks”) can be made to any Digital Assets that may change the usability, functions, value or even name of a given Digital Assets. Such Forks may result in multiple versions of a Digital Assets (each a “New Digital Assets”) and could lead to the dominance of one or more such versions (each a “Dominant Digital Assets”) and the partial or total abandonment or loss of value of any other versions of such Digital Assets (each a “Non-Dominant Digital Assets”).
17.2 Due to the administrative complexity of being the repository for a forked Digital Assets, the support of any New Digital Assets in your Account is solely at the discretion of YAX. YAX is under no obligation to support a Fork of a Digital Assets that you hold in your Account, whether or not any resulting version of such forked Digital Assets is a Dominant Digital Assets or Non-Dominant Digital Assets or holds value at or following such Fork.
17.3 If YAX elects, at its sole discretion, to support a Fork of a Digital Assets, it may choose to do so by making a public announcement through its YAX Platform or otherwise notifying customers, and shall bear no liability for any actual or potential losses that may result based on the decision to support such Fork or the timing of implementation of support. If YAX, at its sole discretion, does not elect to support a Fork of a given Digital Assets, including the determination to support, continue to support, or cease to support any Dominant Digital Assets or Non-Dominant Digital Assets, YAX assumes no responsibility or liability whatsoever for any losses or other issues that might arise from an unsupported Fork of a Digital Assets.
17.4 YAX does not generally offer support for the distribution of assets based on a triggering fact or event, such as the possession of another asset (each an “Airdrop”), the provision of rewards or other similar payment for participation in a Digital Assets’s protocol (the “Staking Rewards”), or any other distributions or dividends that Users might otherwise be entitled to claim based on their use or possession of a Digital Assets outside of the YAX Platform (collectively, “Digital Assets Distributions”). YAX may, at its sole discretion, elect to support any Digital Assets Distribution, but is under no obligation to do so and shall bear no liability to Users for failing to do so, or for initiating and subsequently terminating such support.
17.5 In the event of a Fork of a Digital Assets, we may be forced to suspend any or all activities relating to such Digital Assets (including trades, deposits, and withdrawals) on the YAX Platform for an extended period of time, until YAX has determined at its sole discretion that such functionality can be restored (the “Downtime”). This Downtime may occur at the time that a Fork of a given Digital Assets occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to trade, deposit, or withdraw the Digital Assets subject to such Fork. YAX does not bear any liability for losses incurred during any Downtime due to the inability to trade or otherwise transfer Digital Assets. All determinations regarding forks shall be made by YAX at its sole and absolute discretion and in accordance with applicable law.
18.1 It is your sole responsibility to determine whether, and to what extent, any taxes apply to you, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities.
18.2 The Company has the right to make any tax withholdings or filings that the Company is required by applicable law to make, but the Company is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.
19.1 You agree to indemnify and hold YAX, the Product Providers and third-party service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives (the “Indemnified Parties”), harmless from any cost, loss, claim or demand (including, but not limited to, attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to:
(b) your violation of any law, rule or regulation, or the rights of any third party; and
(c) any loss resulting from your wilful default, fraud or gross negligence.
19.2 Any invalidity, unenforceability, release or discharge of the liability of you to any of the Indemnified Parties shall not affect the liability of any other persons (if any) to the Indemnified Parties.
20. TERMINATION OF AGREEMENT
(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) the Account has not been used by the user for six (6) consecutive months;
(e) you are in violation of the Market Conduct Rules;
(f) the Account has been used to send or receive funds from illegal gambling websites where local laws and regulations prohibit gambling;
(g) we are informed that any transaction or activity in the Account involves fraud (such as credit card theft); and
(h) we are required to do so by a court order or command by a regulatory or government authority.
20.2 In case of any of the following events, YAX shall have the right to directly terminate this Agreement by cancelling the Account, and shall have the right to permanently freeze (cancel) the authorizations of your Account and withdraw the corresponding YAX Account thereof:
(a) after YAX terminates Services to you;
(b) you allegedly register or register in any other person’s name as YAX user, directly or indirectly;
(c) the information that you have provided is untruthful, inaccurate, outdated or incomplete; when these Terms are amended, you expressly state and notify YAX of your unwillingness to accept the amended Terms;
(d) the Account has not been used by the user for twelve (12) consecutive months;
(e) you request that the Services be terminated;
(f) we are informed that any transaction or activity in the Account involves fraud (such as credit card theft); and
(g) any other circumstances where YAX deems it should terminate the Services.
20.3 Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for a few years. In addition, if a transaction is unfinished during the account termination process, YAX shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
20.4 If YAX receives notice that any funds or Digital Assets held in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, YAX may, but has no obligation to, place an administrative hold on the affected funds and your Account. If YAX does place an administrative hold on some or all of your funds or Account, YAX may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to YAX has been provided to YAX in a form acceptable to YAX. YAX will not involve itself in any such dispute or the resolution of the dispute. You agree that YAX will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.
20.5 Upon payment of all outstanding charges to YAX following an Account closure, the User will have 5 business days to withdraw all funds or Digital Assets from the Account, except that YAX shall maintain full custody of the funds or Digital Assets and User data or information which may be turned over to governmental authorities in the event of Account suspension or closure arising from fraud investigations, violation of law investigations or violation of these Terms.
21. RESTRICTED ACTIVITIES
21.1 In connection with your use of the Services, you will not:
(a) violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
(b) provide false, inaccurate, incomplete or misleading information;
(c) infringe upon YAX's or any third party's copyright, patent, trademark, or intellectual property rights;
(d) engage in any illegal activity, including, without limitation, illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, or any other violent activities;
(e) distribute unsolicited or unauthorized advertising or promotional material, written media releases, public announcements and public disclosures, junk mail, spam or chain letters;
(f) use a web crawler or similar technique to access our Services or to extract data;
(g) (g) reverse engineer or disassemble any aspect of the YAX Platform, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;
(h) perform any unauthorized vulnerability, penetration or similar testing on the API;
(i) take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interferes with, intercepts, or expropriates any system, data or information;
(j) transmit or upload any material to the YAX Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
(k) otherwise attempt to gain unauthorized access to or use of the YAX Platform, other Accounts, computer systems, or networks connected to the YAX Platform, through password mining or any other means;
(l) transfer any rights granted to you under these Terms; or
(m) engage in any behavior which breaches these Terms or is otherwise deemed unacceptable by YAX in its reasonable discretion.
22. LIMITATION OF LIABILITY
22.1 YAX shall not be liable for any loss arising from:
(a) any malfunction, defect or error in any terminal used to process any instructions from you, or other machines or system of authorization whether belonging to or operated by other persons or us;
(b) any delay or inability on our part to perform any of our obligations under this Agreement because of any Force Majeure Event. For the purposes of these Terms, “Force Majeure Event” shall mean any of the events out of reasonable control of the Company, including, but not limited to, nationalization, expropriation, currency restrictions, acts of state, acts of God, earthquakes, fires, floods, typhoons, tsunami, wars, civil or military disturbances, sabotage, terrorism and cyber-terrorism, security, integrity, and availability of the internet or blockchain networks, epidemics, pandemics, public health crisis, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services, accidents, labor disputes, regulatory changes, power failures or breakdowns in communications links or equipment of the Company, its contractors, agents or representatives.;
(c) any damage to or loss or inability to retrieve any data or information that may be related to our Services hereunder;
(d) any action, inaction, underperformance, negligence or default of the Product Providers;
(e) any underperformance, negligence or default of any third parties that YAX may engage, such as Digital Assets wallet providers, exchanges or brokers, in providing the Services, directly or indirectly;
(f) fraud or forgery of any third parties;
(g) business interruption, loss of revenue or profits, loss of business opportunity, customers or contracts, goodwill, opportunity or anticipated savings whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; or
(h) any indirect or consequential loss.
22.2 Subject to applicable laws, YAX’s total liability to you in respect of the Services shall not exceed the amount you paid for the purpose of using the Services.
22.3 Notwithstanding anything in this Agreement to the contrary, the obligations and liabilities of YAX will be without recourse to any other subsidiary or affiliate of YAX, or their respective officers, employees, directors, contractors, agents or representatives and you agree not to make any claims against any other subsidiary or affiliate of YAX, or their respective officers, employees, directors, contractors, agents or representatives.
22.4 You acknowledge that all Products and Services are subject to substantial risk, including the risk of significant or total loss of your principal. There are no assurances or guarantees made by YAX or any associated parties that any Product or Services will result in a profit or principal guarantee.
For the avoidance of doubt, in no event shall YAX be held liable for damages or for any loss of any kind caused, directly or indirectly, by errors, frauds, cybersecurity attacks, hacks, wrongdoings, performance failure, default, negligence or misconduct of counterparties or exchanges where assets may be held or traded, failure of transmission of communication facilities, government restrictions, war, terrorist acts, insurrection, riots, fires, flooding, strikes, failure of utility services, adverse weather or other events of like nature, including, but not limited to, earthquakes, hurricanes and tornadoes, pandemics, or other conditions beyond YAX’s control.
23. REMEDIES FOR BREACH OF TERMS
23.1 YAX reserves the right to seek all remedies available at law, including, without limitation, the right to restrict, suspend or terminate your Account or deny you access to the Services without notice, and YAX shall be entitled to disclose information (including, but not limited to, your user identity and personal details) when cooperating with law enforcement inquiries (whether or not such inquiries are mandatory under applicable law) or where permitted under or otherwise comply with applicable law or required by any authorities.
24.1 You undertake not to disclose to any person or persons any Confidential Information that you may acquire in the course of your use of the Services. For the purposes of these Terms, “Confidential Information” shall mean any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. Notwithstanding the foregoing, Confidential Information shall not include information which is: (a) already known by you prior to receipt from us; (b) publicly known or becomes publicly known through no wrongful act of you; (c) rightfully received from a third party without you having knowledge of a breach of any other relevant confidentiality obligation; or (d) independently developed by you. The obligations of this clause do not prevent you from disclosing Confidential Information either: (a) to a third party pursuant to a written authorization from us; or (b) to satisfy a requirement of, or demand by, a competent court of law or other tribunal or governmental, or administrative or regulatory or self-regulatory body or listing authority or any applicable law, provided that YAX is notified prior to such disclosure to the extent permitted by applicable law.
25. NO WARRANTIES
25.1 THIS YAX PLATFORM IS PROVIDED “AS IS” WITH ALL FAULTS, AND YAX MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THIS YAX PLATFORM OR THE MATERIALS CONTAINED ON THIS YAX PLATFORM. ADDITIONALLY, NOTHING CONTAINED ON THIS YAX PLATFORM SHALL BE CONSTRUED AS PROVIDING CONSULT OR ADVICE TO YOU.
26.1 If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.
27.1 You may not transfer any rights or obligations you may have under these Terms unless YAX has provided written consent to the transfer. YAX may assign or transfer to any third party (including, without limitation, any other corporation that is a subsidiary or affiliate of Service Provider) any of YAX’s rights and obligations under these Terms without your consent or the need to provide you with any prior notice of such assignment or transfer and you irrevocably consent to any such assignment or transfer by YAX.
28. CHANGE OF CONTROL OR RESTRUCTURE
28.1 Without limiting the preceding clause, in the event that YAX or Service Provider is restructured or is acquired, merged or consolidated with another entity, you agree that YAX may transfer or assign the information it has collected from you and our relationship with you (including this Agreement) as part of such restructuring, merger, acquisition or consolidation.
29. GOVERNING LAW
29.1 EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG, WITHOUT GIVING EFFECT TO THE RULES, PRINCIPLES, OR LAWS REGARDING CONFLICTS OF LAW THEREOF.
30. DISPUTE RESOLUTION
30.1 ANY DISPUTE, CONTROVERSY, DIFFERENCE OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO IT SHALL BE REFERRED TO AND SOLELY, EXCLUSIVELY AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) UNDER THE HKIAC ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED. THE LAW OF THIS ARBITRATION CLAUSE SHALL BE HONG KONG LAW. THE SEAT OF ARBITRATION SHALL BE HONG KONG. THE NUMBER OF ARBITRATORS SHALL BE ONE. THE ARBITRATION PROCEEDINGS SHALL BE CONDUCTED IN ENGLISH. ARBITRATION HEREUNDER MAY PROCEED NOTWITHSTANDING THAT ANY PARTY FAILS TO PARTICIPATE IN ACCORDANCE WITH THE HKIAC ADMINISTERED ARBITRATION RULES, PROVIDED THAT PROPER NOTICE OF SUCH ARBITRATION HAS BEEN GIVEN TO SUCH PARTY, AND THE FINAL AWARD OF THE ARBITRAL TRIBUNAL SHALL BE BINDING ON SUCH PARTY NOTWITHSTANDING ITS FAILURE TO PARTICIPATE. THE ARBITRAL AWARD IS FINAL AND BINDING UPON BOTH PARTIES.
31.1 You hereby agree that YAX has not acted and is not acting as a professional advisor of you and has not provided (or held itself out as providing) to you recommendations or advice with respect to particular investment decisions or advice of any other nature.
32. THIRD PARTY RIGHTS
32.1 Except for any Indemnified Parties, a person who is not a party to this Agreement may not enforce any of these terms and conditions. Notwithstanding any term of this Agreement, the consent of any third party is not required to vary, release or compromise any liability, or terminate any of these Terms. For the purpose of this Agreement, any references to YAX shall include their successors and assigns.
33. INSTRUCTIONS FROM YOU
33.1 Where any Services subscription is initiated from your Account using your credentials, we will assume that you authorized such subscription unless you notify us otherwise. We shall not be liable for any loss or damage suffered as a consequence of our acting on or acceding to any such instruction or request.
33.2 Notwithstanding the foregoing sentence, we may but shall not be obliged to accept and act on any instruction or request whether given by mail, electronic mail, facsimile transmission or through the telephone, if YAX or our officers, employees, agents or representatives suspect your Account might have been stolen or any subscription has not been authorized by you or we have received conflicting instructions, we may suspend your Order and make further inquiries. You agree that YAX shall not be liable for any losses due to such actions.
34. COMMUNICATIONS WITH YOU
34.1 You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with Account and the Services.
34.2 Communications may include:
(b) account details, history, transactions, receipts, confirmations, and any other account or transaction information;
(c) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
(d) responses to claims or customer support inquires filed in connection with Account and the Services.
34.3 Unless otherwise specified in this Agreement, we will provide these Communications to you by posting them on YAX Platform, emailing them to you at your email addresses provided to us, and/or through other electronic communications such as text messages or mobile push notifications, and you agree that such Communications shall be deemed to have been received by you if YAX has delivered them based on the latest information on your profile.
34.4 You are responsible for keeping your contact details (including your email address and telephone number) up to date on your profile in order to receive any Communications we may send to you.
35. ANY FAILURE TO EXERCISE RIGHTS
35.1 Any delay or failure by us to exercise our rights and/or remedies under this Agreement does not represent a waiver of any of our rights. We shall be considered to have waived our rights only if we specifically notify you of such a waiver in writing.
36. AMENDMENTS AND WAIVERS
36.1 The Company may amend or modify the Agreement at any time by posting the revised agreement on the YAX Platform and/or providing a copy to you (the “Revised Agreement”). If you continue to use the Services under this Agreement after the Revised Agreement is posted on the YAX Platform or provided to you, you shall be deemed to have accepted the Revised Agreement and such Revised Agreement shall be binding on you. If you do not wish to accept the Revised Agreement, please notify us as promptly as possible. The Agreement can only be amended or modified pursuant to this clause 36.1. No employees of YAX or associated parties may unilaterally or jointly amend or modify this Agreement in any other way.
36.2 We may not be able to continue providing Services to you if you do not accept the Revised Agreement.
37.1 If any term of this Agreement is unlawful or unenforceable under any applicable law, it will, to the extent permitted by such law, be severed from this Agreement and rendered ineffective where possible without modifying the other terms of this Agreement.
38. TITLES AND SUBTITLES
38.1 Titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
39. ENTIRE AGREEMENT
39.1 This Agreement (including documents incorporated by reference herein) comprises the entire understanding and agreement between you, and YAX as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including, without limitation, any prior versions of this Agreement), and every nature between and among you and YAX.
40. ADDITIONAL TERMS
40.1 You acknowledge that you may also access other products, services or facilities linked through your Account on YAX Platform or through our authorized staff (the “Other Services”), and you agree that use of Other Services may be subject to additional terms and conditions and by using Other Services you agree you shall read and understand and agree to be bound those terms and conditions as YAX may impose from time to time (the “Additional Terms”) should you choose to use those Other Services.
40.2 You acknowledge that for the purposes of subscribing to the Products, you may be subject to agreements, terms and conditions set by the Product Providers (the “Product Provider Terms”). YAX may, but shall not be obliged to, make available to you the Product Provider Terms on YAX Platform or through our authorized staff.