1. Scope of Policy.

This Insider Trading Policy (the “Policy”) provides guidelines to all employees, contractors, and the Board of Directors of Windy Inc and the Beaxy Exchange (the “Exchange”), large holders of the BXY utility token, and members of any private channels where material non-public information about the Exchange’s direction is disclosed, with respect to trading on material non-public information and codifies the Exchange’s standards of trading on the Beaxy Exchange while in possession of non-public information or when such trading may have the possibility to manipulate the open price discovery process as conducted by open trading by non-Insiders.

Insider trading occurs when a person in possession of material non-public information obtained through involvement with the Exchange either (1) uses that information to make decisions to buy, sell, or otherwise trade digital assets listed on the Beaxy Exchange, or (2) provides that information to the general public to enable such trading.  Further, any ad-hoc trading around company news by insiders shall be considered to be in violation of this policy, as it may adversely affect the open price discovery process.

U.S. federal law, and the laws of all countries in which the Exchange has Insiders, prohibit insider trading and a violation of these laws may cause reputational and financial damage to the Exchange.  While cryptocurrencies are not explicitly prohibited from insider trading, this policy exists, in part, to apply a higher standard to Exchange’s Insiders.

2. Definitions.


This Policy applies to Directors, Employees of the Exchange, Contractors, former Employees and Contractors, holders of more than one percent (1%) of the circulating supply of BXY utility token, or members of private groups where material non-public information may from time to time be disclosed, (collectively, “Insiders”). Members of the Insiders group routinely have access to material non-public information, or may be seen or assumed to have such access, and thus are restricted in their ability to take certain actions when such material non-public information may be known to an Insider or may be in circulation among Insiders.

Material Nonpublic Information:

Insider trading prohibitions are applicable only if the information that the Insider possesses is material. Information is regarded as material if its public dissemination is likely to affect the market price of the Token, or if it is otherwise information that a trader or a Token holder would want to know prior to making a decision to trade the Token. Information about the following subjects is reasonably likely to constitute material non-public information:

  • 1. Changes in the Exchange’s business prospects;
  • 2. Changes in the Exchange’s financial position;
  • 3. Changes in management;
  • 4. Proposals or plans resulting in material improvements or changes to the Exchange’s product;
  • 5. Information about partnerships and agreements;
  • 6. Information that isn’t normally available within the public domain.

When in doubt, Insiders should presume any and all nonpublic information to be material.

Insider Trading Prohibitions. Applies to all Insiders.

3. Prohibited Activities.

  • 1. No Insider may buy or sell the Token three days before a major announcement about any non-public information is made, or for three days after.  This prohibition shall apply to all Insiders, and whether or not the particular Insider was in direct possession of a specific piece of material nonpublic information.
  • 2. No Insider who gains possession of material nonpublic information about the Exchange may communicate information to any other person, including family and friends.
  • 3. Insiders must cap their trades of the Token to 25,000 Tokens per day. This applies to all trading pairs listed for the Token.
  • 4. The weekly trading activity of Insiders must not move the Token’s price by more than +/- two (2) percent of current market value. This applies to all trading pairs listed for the Token.
  • 5. No Insider in possession of material non-public information about any trading pair listed on the Exchange may trade on that information on the Exchange, whether or not such information was gained through Insider’s relationship with the Exchange.

Additionally, Exchange Directors, Employees and Contractors: 

  • 1. Must not place trades on any newly listed asset within three days of the asset being listed.

4. Violations of the Policy.

Penalties for violating the Policy above can be severe. Penalties may include criminal fines, civil penalties, and civil enforcement injunctions. Additionally, Covered Persons who violate this Policy may be permanently barred from trading on the Beaxy Exchange, and the Exchange reserves the right to seize the Tokens of any Covered Persons found to be in violation of this Policy. Compliance with this Policy is mandatory. Appeal of penalties for violation of this policy shall be made to Exchange management and may or may not be subject to further review, at management’s discretion.