Main Legal Trender Terms and Conditions

BEAXY CUSTOMER AGREEMENT FOR THIRD-PARTY INDICTATOR PROGRAM

Version 1.

Last updated: April 6, 2020

Please read this document carefully. It details the services which we will provide, and it sets out the obligations and rights applying between you and Windy City Inc. (“Beaxy,” “us” or “we”). If there is anything in this document that you do not understand or with which you do not agree, do not use our Services (as defined below). This customer agreement as amended from time to time (the “Agreement”) are made between you and Beaxy.

These are the entire terms and conditions that apply to the use of this website, our applications and any services provided in relation thereto, including, but not limited to, the use of our Digital Asset Trading Services (as defined below), Third Party Indices services (as defined below), data collection and storage practices (as fully described in our Privacy Policy available at https://beaxy.com/legal/privacy/) downloadable material from our website, financial information published on our website and applications (either by us or by any affiliated party), electronic content, real time information about the exchange rate or price, as applicable, of any Digital Assets that is available for sale or storage through the Services and tools, including the Beaxy Digital Assets Trading Platform (“Beaxy Platform”), for executing transactions in the Digital Assets exchange market and the other markets available on our website and applications on the internet, by telephone or fax and any other features, content or services that we may add in the future (collectively, the “Services”). As part of our Services, you have the ability to interact with, follow, view, and execute strategies and trades by using third party indices trading features made available on our websites or the Beaxy Platform. Such third-party indices trading features include but are not limited to our community, third-party traders, portfolios and strategies, Third-Party Indices (as defined below), rankings, “featured users” and any advanced search options, etc. (collectively, “Third-Party Indices Features”).

By accepting this Agreement electronically (for example, by clicking “I Agree”), accessing or using the Services, or registering for an account with us (an “Account”), you are accepting and agreeing to this Agreement and the policies and guidelines referenced in this Agreement. If there is anything in the Terms that you do not understand or with which you do not agree, then you may not use the Services. Please feel free to contact our customer support team at https://beaxy.com/help/support/ if you have any questions.

We will notify you of amendments or modifications to this Agreement by posting the revised terms on our website and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you a notification). Unless we say otherwise, the updated Terms will be effective immediately, and your continued use of any Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended terms, you must stop using our Services.

We will notify you of amendments or modifications to this Agreement by posting the revised terms on our website and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you a notification). Unless we say otherwise, the updated Terms will be effective immediately, and your continued use of any Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended terms, you must stop using our Services.

We may restrict or limit the Services to any jurisdiction as we see fit or necessary. We will advise of any such restrictions on our website as they occur. You acknowledge and agree that your access to or use of the Services may be suspended or terminated as a result of any such restrictions.

The trading of Digital Assets involves significant risk. Prices can and do fluctuate significantly on any given day. Due to such price fluctuations, the value of your assets at any given moment may vary significantly, and it is possible to lose all of the capital you contributed to the Services or obtained in a transaction. Any currency – digital or not – may be subject to extreme swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market. Please carefully review the risks associated with Digital Assets set forth below.

We or our affiliates may supply different or additional terms in relation to other services or products, and different or additional terms will govern those services or products. If we supply additional or different terms that relate to the Services contained herein, those terms will become part of your agreement with us if you use those Services. If there is a conflict between this Agreement and the additional terms, the additional terms will control for that conflict.

1. ELIGIBILITY, SERVICES & ACCOUNTS

1.1  Eligibility. You must be at least 18 years of age to use our Services. If there is any reason why you would not be able to enter into a legally binding agreement with us, you are not permitted to use the Services. We reserve the right to assess or reassess at any time your eligibility to use our Services. Without limiting the foregoing, by using our Services, you acknowledge and understand that laws regarding financial instruments, which sometimes include Digital Assets, may vary from state to state, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your state of residency with regard to the use of our Services. For the avoidance of doubt, the ability to access our Services does not necessarily mean that our Services, or your activities through it, are legal under the laws, regulations or directives relevant to your state of residency. Not all Services will be available to all users. Our websites or any other online material do not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is unlawful to make such an offer or solicitation.

1.2. Scope of Services.

1.2.1. Modification, Suspension and Discontinuation of the Services. We reserve the right to modify, suspend or discontinue, temporarily or permanently, all or any part of our Services with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of all or any part of our Services, provided that this disclaimer will not apply to the return of your funds, except as otherwise set forth in this Agreement.

1.2.2. Digital Assets Trading Services. The Services include the ability to purchase Digital Assets, sell your Digital Assets held in your Account solely on the Beaxy Platform, and withdraw all or any part of the balance held in U.S. dollars from your account, all under the conditions and limitations set forth in this Agreement and as Beaxy may update from time to time in the Beaxy Platform (“Digital Assets Trading Services”).

1.2.3. The Digital Assets that Beaxy offers as part of the Digital Assets Trading Services on the Beaxy Platform may change from time to time, in our sole and absolute discretion. You acknowledge and agree that the product details that apply at the time when you make a transaction will be those displayed on our website or the Beaxy Platform, which may be updated from time to time.

1.2.4. We offer no leverage as part of the Digital Assets Trading Services. This means that the Digital Assets Trading Services apply to Digital Assets “buy” transactions only made under leverage of one, and each purchase of a Digital Assets must be fully funded. 

1.2.5. Any Digital Assets purchased by you as part of the Digital Asset Trading Services will be held and administered by us but we may, at our sole discretion, delegate certain functions under this Agreement to certain Third Parties (as such term is defined below), which may be based outside of the U.S., provided that we will exercise reasonable skill and care in the selection, appointment, and periodic review of any such Third Parties. 

1.2.6. Unless otherwise provided in this Agreement, we are under no obligation to: (a) satisfy ourselves as to the appropriateness or suitability of any transaction for you; (b) monitor or advise you on the status of any order; (c) monitor or advise you of the status of the Digital Assets held by us on your behalf; or (d) provide investment advice or personal recommendations with respect to any transaction. 

1.2.7. We may provide to you information about your transactions, including procedures, risks and other factual market information. We are under no obligation to provide such information to you and if we do, it will not constitute investment advice.

1.3. Third-Party Indices Trading Services.

1.3.1. Our Third-Party Indices Trading Services provide you with tools to test, evaluate and select your transaction strategy by providing you with detailed Account information, trading history and other pertinent information you may want to consider before electing to copy a specific account. In doing so, you should bear in mind all aspects and factors including, but not limited to, the risk nature of the copied account and your investment objectives.

1.3.2. The Services include our third-party indices trading services, which includes, among other things, the ability to review trading indicators offered by third parties (“Third-Party Technical Indicators”). 

1.3.3. In making a decision to utilize the Third-Party Indices Trading Services, you hereby represent and warrant that you have considered your entire financial situation including financial commitments and you understand that using the Third-Party Indices Trading Services is highly speculative and that you could sustain significant losses exceeding the amount used to trade; provided that you cannot lose more than the funds in your account. We do not provide any guarantee as to the performance of any particular transaction or set of transactions, portfolio or strategy, and we do not in any manner endorse, support, sanction, encourage, verify or agree with any such portfolios or strategies. For further information on the risks associated with our Services, please see below.

1.3.4. You hereby represent and warrant that you have reviewed and acknowledge the Risks Associated with Third-Party Indices Trading Services and the Third-Party Technical Indicators, as more fully described in below, including, but not limited to, automated trading execution whereby the opening and closing of trades will happen in your Account without your manual intervention.

1.3.5. You hereby authorize Beaxy to limit or withhold our Third-Party Indices Trading Services based on your investment profile.

1.4. Beaxy Account.

1.4.1. General. You will need to register for an Account in order to access some or all of the Services including the Third-Party Indices Trading Services. You agree to Beaxy Account Registration & Requirements found under Beaxy’s Terms & Conditions available at: https://beaxy.com/legal/terms-and-conditions/.

1.4.2. Multiple Accounts; Suspension or Termination of Account. If you have more than one Account, we reserve the right to treat all such Accounts as if they were under one and the same Account. We may limit the number of Accounts maintained by any person or within a single household, at our sole discretion. We are authorized and entitled, without notice to you, to take action to protect ourselves by combining your Accounts, setting-off between your Accounts, or to satisfy any obligations you may have to us out of any of your funds we hold on your behalf. We reserve the right to suspend or terminate your Account or limit the Services available to you, temporarily or permanently, at any time and for any reason. You agree that we will not be liable to you or to any third party for any suspension or termination of your Account or limitation of the Services available to you.

1.5. Third-Party Indices Program. We reserve the right to amend, retract, stop, deny, and/or withhold any and all programs or promotions offered by us, including the Third-Party Technical Indicators Program, at any time at our sole discretion. In addition, if we suspect that you (whether alone or with others) manipulated or abused (or attempted to do so) a promotion and/or otherwise acted in bad faith towards us, then, we reserve the right, at our sole discretion, to take the following actions with respect to you and/or to any person we consider is acting in concert with you: (i) temporarily or permanently block, suspend or terminate the Services or any portion thereof and close the Account, and/or (ii) remove and/or deduct any reward which might have been granted to you (taking into account any loss sustained which will be fully recognized); and/or (iii) remove and/or deduct any profits gained by you as a result of such manipulation or abuse, including by closing any open positions in the applicable account(s), and/or (iii) deny, withhold or withdraw from you such promotion and any future promotion. For the avoidance of doubt, in such circumstances, rewards or any other bonus granted to you and any profit or gains obtained by you may be withheld, while any loss suffered by you will be recognized and sustained.

1.6. Third Parties Services.

1.6.1 General. We may, at our discretion, arrange for certain actions to be performed by or through a third-party which may be an unaffiliated company, or an affiliate of Beaxy, including unregulated entities, including but not limited to third-party technical indicators, payment processors and/or identity and eligibility verifiers (“Third Parties”). Any authority granted by you to Beaxy, and any limitation of liability of Beaxy, shall also extend to include its affiliates, agents and any service providers. Beaxy and the agents, affiliates or service providers acting on behalf of Beaxy under this Section are authorized to perform the services contemplated by this Subsection. You consent to Beaxy providing your identifying information to any requesting service provider of Beaxy.

1.6.2. Services. You may be made aware of or offered services, third-party research and indicators, content, features, products, non-Beaxy applications, offers and promotions provided by third parties (individually and collectively, “Third-Party Services”). We may make Third-Party Services available to you. However, our inclusion or promotion of Third-Party Services does not reflect a sponsorship, endorsement, approval, investigation, verification and certification or monitoring of such Third-Party Services by Beaxy. Your acquisition of Third-Party Services, and any exchange of data between you and any provider of Third-Party Services, is solely between you and such provider. Beaxy does not warrant Third-Party Services in any way. Beaxy does not independently verify any trade indicators by third parties as part of the Third-Party Technical Indicator program. Under no circumstances will we have any liability for Third-Party Services. You choose to use any Third-Party Services at your own risk, and under terms and conditions agreed between you and the provider of Third-Party Services that are different from the provisions of this Agreement. You further acknowledge that we have no control over third-party Services and that you may be charged fees by the Third-Party Service provider.

1.6.3. Third-Party Information. At certain times, we may provide you with access to various analytical tools (such as Market Data, price quotes, exchange rates, news, headlines and graphs), third-party indicators, links to other websites, circulate newsletters or provide you with third-party information solely for your convenience (collectively, “Information”). By doing so, neither we nor any of our affiliates are endorsing, giving any representation, warranting, guaranteeing, sponsoring or otherwise responsible for the accuracy, correctness, timeliness, completeness or suitability of such Information. Such Information and tools are provided solely to assist you to make your own transactional decisions and do not amount to investment advice. You understand that we are not required to continue to provide or update the above-mentioned tools and Information and we may cease to do so at any time. For the avoidance of doubt, we will not be responsible for the termination, interruption, delay or inaccuracy of any Information. You undertake not to enable deep linking or any other form of re-distribution or re-use of the Information. As such, we urge you to read and fully understand the terms and conditions and other policies of such websites, newsletters and Information before using them. None of the tools, Information or any other information provided by Beaxy or its affiliated third parties as part of the Services may be used for any purpose other than with respect to the Services, including, without limitation, any trading activity outside of the Beaxy Platform and the Services.

1.6.4. Privacy Policy. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy available at https://beaxy.com/legal/privacy/.

2. ORDERS

2.1. Sole Discretion to Decline Execution of or Cancel Orders; Cancellations or Modifications. We may, in our sole discretion, decline the execution of any order for a variety of reasons, including, but not limited to, the size of an order, market conditions, your breach of this Agreement, a violation of any applicable rules or regulations related to your orders, insufficient or inadequate securities or liquid funds in your Account (including all commission, charges, taxes and any amount in addition to the price of the Digital Assets that we reasonably consider may be necessary), risk considerations, we want to check the instruction with you for some reason (e.g., suspected fraud), we are concerned that the order may not have come from you or an authorized person on your behalf, you have exceeded any limit applicable to you or in respect of your dealings with us and other matters that affect trading generally. If we accept an order and then an event takes place which means that it is no longer reasonable for us to act on that order, we will be entitled to disregard or cancel your order and we shall not have any liability to you as a result of such action. Examples include but are not limited to: (a) a change in the applicable laws and regulations, so that the order or the transaction to which the order relates is no longer in compliance with the applicable laws or regulations; or (b) if we cease to offer the order you have requested. You further acknowledge and agree that it may not be possible to cancel or modify an order. Any attempt to cancel or modify an order is simply a request to us to do so. We are not liable to you if we are unable to cancel or modify an order. You understand and agree that, if an order cannot be cancelled or modified, you are bound by any execution of the original order. You further acknowledge that attempts to modify or cancel and replace an order can result in an over-execution of the order or the execution of duplicate orders, that our systems do not prevent such over-executions or duplications from occurring, and that you shall be responsible for all such over-executions or duplications. If you enter a cancellation request, you agree to confirm that the cancellation request has been affected prior to entering a replacement order. You agree not to assume that any order has been executed or cancelled until you have received written confirmation from us. You are responsible for knowing the status of your pending orders before entering additional orders. You agree to contact us immediately if you are unclear on the status of an order. We further reserve the right not to execute orders for Digital Assets or to close any open positions therein, without any further notice to you, in the following circumstances: (a) your order violates any applicable laws, regulations or rules, or is intended to defraud or manipulate the market; (b) abnormal market conditions or a significant disruption in or premature close of trading in of the underlying Digital Assets or the market on which the underlying Digital Asset is traded; (c) Force Majeure Events, or action by an exchange, regulatory or governmental authority that disrupts trading in the relevant security; or (d) in the event liquidity providers are unable to provide liquidity to us. We may, in our reasonable opinion, determine that a Force Majeure Event exists. A “Force Majeure Event” will include, but is not limited to, the following: (a) any act, event or occurrence (including, without limitation, any act of God, strike, riot or civil unrest, act of terrorism, war (declared or undeclared), fire, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from maintaining an orderly market in one or more of the Cryptocurrencies available on the Beaxy Platform; (b) the suspension or closure of any exchange or the nationalization, government sequestration, abandonment or failure of any instrument on which we base, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event; (c) the occurrence of an excessive movement in the level of any transaction or exchange or our anticipation (acting reasonably) of the occurrence of such a movement; (d) any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; or (e) the failure of any relevant supplier, service provider, financial institution intermediate broker, agent or principal of ours, dealer, exchange, clearing house or regulatory or self-regulatory organization, for any reason, to perform its obligations. If we determine that a Force Majeure Event exists, we may without notice and at any time, acting reasonably, take one or more of the following steps: (i) close all or any of your open transactions at such closing prices as we reasonably believe to be appropriate; (ii) suspend or modify the application of all or part of this Agreement to the extent that the Force Majeure Event makes it impossible or impracticable for us to comply thereto; (iii) alter the trading hours for a particular transaction, or (iv) void all open transactions. You agree that we will not be liable in any way to you or to any other person in the event of a Force Majeure Event, nor for our actions pursuant to this Section if we decide to take such action. The parties shall be released of all responsibilities for partial or full non-fulfilment, as well as for improper fulfilment of the obligations under this Agreement, if such non-fulfilment or improper fulfilment was a result of a Force Majeure Event, which occurred after the Services were terminated.

2.2. No Guarantee Order Will be Filled. There is no guarantee that your order will be filled, and we reserve the right to refuse to execute a transaction for any reason in accordance with this Agreement. Where a delay in fulfilling your order occurs for any reason, we will attempt to execute the order as soon as reasonably practicable, provided that we reserve the right to cancel a delayed order in the event of a price fluctuation or for any other reason in accordance with this Agreement.

2.3. All Orders Binding on You. Each order given by you will be binding on you notwithstanding that by entering into the order, as applicable, you may have exceeded any limit applicable to you or in respect of your dealings with us.

2.4. Acceptance of Prices as Final and Binding. When entering into an order for Digital Assets, you irrevocably and unconditionally agree to accept the Digital Asset order price as shall be reflected on the Beaxy Platform at the time you place your order as final and binding, and you acknowledge and agree that such price may include Beaxy’s spread or fees. As such, order prices shall not necessarily reflect the price for the underlying Digital Asset as quoted on the relevant exchanges in which the Digital Asset is traded, or the prices presented in charts or other market information made available by us. Beaxy disclaims any liability with respect to any such discrepancies.

3. MARKET DATA

3.1. General. In case of Digital Assets, “Market Data” are data produced by different exchanges or any third party. Market Data may include, without limitation, current market prices (“real time” or delayed), opening and closing market prices and ranges, high-low market prices, estimated and actual market volumes and the size, number and existence of current market bids and offers.

3.2. Informational Purposes Only. Any Market Data Beaxy provides to you, or that you access through our Services or the Third- Party Technical Indicator Program, is provided or made accessible for convenience and information only solely to assist you to make your own transactional decisions, and does not amount to investment advice. Market Data is provided or made accessible to you without any liability to us and you should not rely upon the Market Data in any way. In particular, any price quoted in the Market Data may differ from the price quoted to you.

3.3. Restrictions on Use. Market Data constitutes valuable confidential information and is the exclusive property of the exchange or the third party that provided such Market Data. You may use it only for your own trading purposes under the rules of the relevant exchange and you may not redistribute the data in any way. You should consult the website of the relevant exchange for full details of any rules with respect to particular Market Data.

3.4. Prices for Personal Use Only. You will not use the prices we make available to you for any purpose other than trading in your Account with Beaxy, and you agree not to redistribute the prices we make available to you to any other person, whether such redistribution be for commercial or other purposes.

4. FEES.

You will be subject to certain fees and commissions, and you agree to promptly pay the commissions, charges, credit card processing fees and other fees and costs as applicable to your Account and the transactions and Services you receive, which we may modify from time to time.

5. REPRESENTATIONS AND WARRANTIES 

5.1. General. Every time you use a Service, you will be deemed to represent and warrant that:

5.1.1. You are at least 18 years old, or the age of legal consent for engaging in financial investment activities.

5.1.2. You will comply with all applicable laws and regulations in relation to this Agreement and any transaction with us; in particular, you covenant that you will not use the Beaxy Platform for the purposes of insider dealing, market manipulation, front-running or any other form of fraud or market abuse.

5.1.3. You are of sound mind and are capable of taking responsibility for your own actions.

5.1.4. All the details that you have submitted to us or any details given to us when opening an Account or making a deposit are accurate, up-to-date, complete and not misleading and match the name on the payment card or payment accounts in which you intend to deposit or receive monies from your Account.

5.1.5. You will notify us immediately of any changes to any information you have provided to us in connection with this Agreement. 

5.1.6. You understand that financial regulations, financial codes, financial ethics and contractual requirements vary worldwide and from state to state, and it is your responsibility to make sure that you comply with any and all local regulations, directives, restrictions and laws in your local place of residence before using the Services. You have verified and determined that your use of the Services does not violate any such laws or regulations of any jurisdiction that applies to you. 

5.1.7. You are responsible for any regulatory reporting requirements in relation to your transactions.

5.1.8. All money that you use through the Services does not originate in any way from drug trafficking, abduction, terrorist activity or any other activity that is criminal or unlawful or could be considered unlawful by any relevant authority. 

5.2. Reliance by Beaxy. For the avoidance of doubt, representations and warranties are personal statements or assurances given by you on which we will rely when we provide the Services to you.

5.3. Market Abuse. In the event that (a) you have placed an order in breach of the representations and warranties given above, or (b) we have reasonable grounds for suspecting that you have done so, we may treat any outstanding proposed transactions as having been cancelled and sell any Cryptocurrencies held by us on your behalf at any time.

6. RISKS, DISCLAIMERS AND LIMITATIONS ON LIABILITY

6.1. Risk Warnings and Disclaimers.

6.1.1. Risks Associated with Third-Party Indices Features. Third-Party Indices Features are associated with various risks, and you are urged to carefully read and consider the following risks before utilizing our Third-Party Indices Features:

6.1.1.1. Automated trading execution means trades are opened and closed in your Account without your manual intervention. 

6.1.1.2. In making a decision to use the Third-Party Technical Indicator Services, you should consider your entire financial situation, including financial commitments, and understand that using Third-Party Indices Features is highly speculative and that you could sustain significant losses exceeding the amount in your account.

6.1.1.3. Third-Party Indices Features are provided by us solely for informational purposes and do not constitute investment advice on our part. We and our affiliates and their employees and agents are not investment or financial advisers. If you make decisions in reliance on information which is available on our websites or the Beaxy Platform or as a result of the use of the Third-Party Indices Features, you do so at your own risk and Beaxy its affiliates, including their employees and its agents, will not be liable for any losses that you may sustain.

6.1.1.4. You are using the Third-Party Indices Features at your own risk, and Beaxy, and our affiliates, employees, clients and agents, will not be liable to you for any losses that you may sustain as a result of your use of such features. You should not make any transactional decision without first conducting your own research. You are solely and exclusively responsible for determining whether any transaction, or strategy, or any other product or service is appropriate or suitable for you based on your own objectives and personal and financial situation.

6.1.1.5. No Advice. No aspect of the information provided or made available in connection with the Services (including any Information) is intended to provide, or should be construed as providing, any investment, legal, regulatory, tax or other form of advice of any kind. You should not consider any such content or Information to be a substitute for professional financial, legal, regulatory, investment or other advice. In addition, Beaxy is not providing any portfolio management services in connection with the Services. You should carefully review all claims and representations made by other users, advisors, bloggers, money managers and system vendors before making a transaction decision on the basis of any of the foregoing. If you choose to engage in transactions based on Information or other content on the website or applications or elect to copy specific funds or people, then such decisions and transactions and any consequences flowing therefrom are your sole responsibility. Beaxy and its affiliates do not provide investment advice directly, indirectly, implicitly, or in any manner whatsoever by making such content or Information available to you or otherwise. You should use any content or Information gathered from the Services only as a starting point for your own independent research and transactional decision making, and you must rely on your own judgment in entering into or refraining from using the Services or conducting (or not conducting) any transaction. In no event shall Beaxy or its affiliates be responsible or liable to you or anyone else, directly or indirectly, for any damage or loss arising from or relating to any use, continued use or reliance on any Information or tools, including, without limitation, directly or indirectly resulting from errors in, omissions of or alterations to any such Information.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

7.1. Use of the Services is at Your Risk. You expressly agree that your use of the Services, website, mobile apps, Beaxy Platform, and any publications, presentations, financial trading information, pricing data, trade data, performance information, blogs, postings, or other information, content, services and materials contained in, accessed via, or described on our Services, website, mobile apps, or Beaxy Platform is at your own risk, and that all such information, content, services and materials are provided on an “as is” and “as available” basis. 

7.2. Disclaimer of Warranties. To the fullest extent permissible by applicable law, we make no, and hereby disclaim all, representations or warranties of any kind, express or implied, as to the availability, operation and use of the Services, websites and mobile apps and the information, content, materials or services on or accessed via our Services, websites, and mobile apps, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, non-infringement, and implied warranties arising from course of dealing or course of performance. Neither the Services, the websites, the mobile apps, nor any information, content, materials, or services available via the Services, websites or mobile apps, constitutes or is intended to constitute, or should be construed as, investment advice or a recommendation or promotion of any transaction or other financial product, investment manager, or trading or investment strategy. In addition, we do not represent or warrant that the information accessible via the Services, websites or mobile apps is accurate, complete, reliable or current and we are not responsible for any errors or omissions therein or for any adverse consequences resulting from your reliance on any aspect related thereto. Further, we make no representations and warranties that our Services, websites or mobile apps will be uninterrupted, secured, or free of errors or viruses, or other harmful components. 

7.3. Limitation of Liability. In no event shall we or our affiliates, or the directors, officers, employees, agents or representatives of Beaxy or its affiliates (the “Beaxy Parties”) be liable to you or any third party for damages of any kind arising out of the use of, access to, reliance on, inability to use or improper use of the Services, websites or mobile apps, any information posted on the Services, websites or mobile apps by its users, or any other information, content, materials or services available on the Services, websites or mobile apps (including, but not limited to, any direct, indirect, special, punitive, incidental or consequential damages or damages for loss of profits, goodwill or revenue, business interruption, or loss of data), even if advised of the possibility of such damages, and regardless of the form of action, whether in contract, tort, or otherwise. To the fullest extent permissible by applicable law, the maximum liability that you may claim from us for any reason shall be no more than $100. Certain state laws do not permit limitations on implied warranties or the exclusion or limitation of certain types of damages, and thus some or all of the disclaimers, exclusions or limitations in this Section 12 may not apply to you. 

8. TERMINATION 

8.1. Termination by Beaxy. We reserve the right to terminate this Agreement and your Account and registration at our sole discretion at any time for any reason and with or without prior notice (which may be provided by email, facsimile, etc.). 

8.2. Termination by You. You may terminate this Agreement and your Account and registration at any time by sending an email requesting termination, such termination to take effect upon Beaxy terminating your Account and registration, provided that you shall remain responsible for any activity associated with your Account during the time between sending us an email and the termination of your Account by us. 

8.3. Effect of Termination. Subject to this Agreement, upon the termination of this Agreement and your Account with us, as soon as reasonably practicable following receipt of your instructions, we will do the following: (a) to the extent we currently offer a mechanism or other service that enables you to take possession of your Digital Assets, you have the option to either have your Digital Assets transferred to your control through that mechanism or service, or have us arrange for the Digital Assets in your Account to be sold, and pay all proceeds of such sale into an account in your name; or (b) to the extent we do not currently offer a mechanism or other service that enables you to take possession of your Digital Assets, we will arrange for the Digital Assets in your Account to be sold and pay all proceeds of such sale into an account in your name. We may charge fees and other applicable charges or collect taxes on the sale of your Digital Assets, and the remaining balance of the sale proceeds will be held by us for you as client money in accordance with this Agreement. Where Digital Assets are sold, you may suffer a shortfall between the amount you deposited and amount you get back after the sale. You acknowledge and agree that Beaxy is not responsible for any such shortfall, and any shortfall will be borne solely by you. 

9. MISCELLANEOUS.

This Agreement shall be governed by and construed in accordance with the laws of Illinois notwithstanding any principles of conflicts of law. By using the Services, you agree to recognize all electronic and magnetic data and documentation as admissible evidence when settling a dispute regarding any aspect of the use of the Services. The state and federal courts located in Cook County, Illinois shall have sole and exclusive jurisdiction regarding any dispute or claim arising hereunder. If any part of this Agreement is unlawful, void or determined to be unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. No provision of this Agreement can be amended by you, in any respect, except in a writing by an officer of Beaxy, and in entering into this Agreement, you agree that you have not relied on, or been otherwise induced by, any matter not contained in such writing. For the avoidance of doubt, our customer support department employees are not authorized to amend or to waive the terms of this Agreement in any respect. Subject to applicable laws, upon notice to you, Beaxy may assign this Agreement or any of our rights or obligations hereunder to any third party. The word “or” as used in this Agreement has the meaning equivalent to “and/or.” The terms “include” and “including” will be deemed to be immediately followed by the phrase “without limitation.” The headings appearing at the beginning of sections have been inserted for identification and reference purposes only and may not be used to construe or interpret this Agreement. The word “will” expresses an obligation equivalent to “shall.” This Agreement will not be construed in favor of or against any party by reason of the extent to which any party participated in the preparation of this Agreement. You are welcome to contact us with any question or concerns, technical questions or troubleshooting, and filing a complaint you may have at the following link: https://beaxy.com/help/support/