This is a contract (the “Agreement”) between you and DVeX Ltd., an Ontario corporation (“DVeX, “us,” “our,” or “we”). PLEASE READ THIS CAREFULLY – IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND DVEX. By signing up to use an account through DVeX.io or any associated websites, electronic communications, APIs, or mobile applications (collectively, the “DVeX Platform”) or by using the DVeX Platform, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement. If you do not agree to any part of the Agreement, you may not use the DVeX Platform or the Services (as defined below).
1. DVeX Services and Use
1.1. Through your DVeX account (“DVeX Account”) and the DVeX Platform you are able to buy and sell cryptocurrency and have access to trading tools, in addition to certain other services that may be provided by DVeX from time to time, including, among other things, account management tools, general news and information, trading alerts, market data including price and analytics, and educational information (collectively, the “Services”). When using the Services to buy or sell cryptocurrency through your DVeX Account, you are directly buying from, and directly selling to, DVeX. DVeX does not offer exchange or clearance services.
1.2. Eligibility. You must be 18 years old to use the DVeX Platform or the Services and represent that you are of such age in doing so. Neither you, nor any person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by United States Office of Foreign Assets Control (“OFAC”) from time to time; (2) is a foreign shell bank; or (3) reside in or your funds are transferred from or through an account in a Non- Cooperative Jurisdiction (as classified by the Financial Action Task Force on Money Laundering (“FATF”)]. If you are using the Services on behalf of a legal entity, you further represent and warrant that the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.
1.3. Permitted Use. You agree and acknowledge that your use of the DVeX Platform or the Services will not involve the use of any retirement funds, including any personal or indirect IRA investments and that you will not use the DVeX Platform or the Services in connection with any unlawful or otherwise undesirable activity (as determined by DVeX in its absolute and sole discretion), including, but not limited to dealing in counterfeit goods, gambling, money laundering, or drug activity. In addition, you represent that your DVeX Account is discretionary in nature, and is not being used primarily for personal, family, or household purposes.
1.4. Limited License. We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the DVeX Platform solely for approved purposes as permitted by DVeX from time to time. Any other use of the DVeX Platform is expressly prohibited and all other right, title, and interest in the DVeX Platform is exclusively the property of DVeX and its licensors. You agree you will not 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 DVeX Platform or its related content, in whole or in part. “DVeX” and “DVeX.io” and all logos related to the Services or displayed on the DVeX Platform are either trademarks or registered marks of DVeX or its licensors. You may not copy, imitate or use them without our prior written consent.
1.5. E-Sign and Electronic Communications Consent. In our sole discretion, any agreements, applications or records that you sign or agree to at our request, may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications“) that we provide in connection with your DVeX Account and your use of the Services. We will provide these Communications to you by either posting them on the DVeX website, emailing them to you at the primary email address listed in your DVeX profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. DVeX may not send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if DVeX or its agent sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, DVeX will be deemed to have provided the Communication to you.
2. Creating a DVeX Account
2.1. Registration. In order to use any of the Services, you must first register through the DVeX website, or contact a DVeX account representative directly, and provide certain information. DVeX may, in its absolute and sole discretion, refuse to allow you to establish an DVeX Account.
2.3. Identity Verification. In order to use certain features of the Services and to help the government fight the funding of terrorism and money laundering activities, you may be required to provide DVeX with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to update DVeX if any information changes. You hereby authorize DVeX to, directly or through third parties make any inquiries we consider necessary to verify your identity and/or protect against fraud, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.
3.1. Purchases. After successfully completing the applicable verification procedures, you may purchase cryptocurrency by linking a valid payment method. You authorize DVeX to initiate debits from your selected payment method(s) in settlement of your purchase transactions. An applicable trading fee, as indicated on the DVeX website, applies to all purchase transactions and will vary depending on the terms under which you choose to execute the transaction. Although DVeX will attempt to deliver the cryptocurrency to you as promptly as possible, funds may be debited from your selected payment method before the cryptocurrency is delivered to your DVeX Account. To secure the performance of your obligations under this Agreement, you grant to DVeX a lien on and security interest in and to the balances in your account.
3.2. Sales. After successfully completing the applicable verification procedures, you may sell cryptocurrency by linking a valid payment method. You authorize DVeX to debit your DVeX Account(s) and initiate payment to your selected payment method(s) in settlement of your sell transactions. An applicable trading fee, as indicated on the DVeX website, applies to all sale transactions and will vary depending on the algorithm you choose to execute the transaction. Your receipt of funds will vary depending on various factors.
3.3. Transaction Limits. The use of all Services is subject to a limit on the amount of volume you may transact or transfer in a given period. To view your limits, login to your DVeX Account and explore your user profile. Your transaction limits may vary depending on your payment method, identity verification steps you have completed, and other factors. DVeX reserves the right to change applicable limits as we deem necessary in our absolute and sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request via the DVeX website or by speaking to a DVeX account representative directly. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with DVeX representatives.
3.4. Transaction Reversals and Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize DVeX, in its absolute and sole discretion, either to cancel the transaction or to debit your other payment methods, including DVeX Account balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. DVeX reserves the right to refuse to process, or to cancel or reverse, any purchases or sales, in its sole discretion, even after funds have been debited from your account(s), under the following circumstances: (a) if the transaction, in our absolute and sole discretion, constitutes an abusive use of the platform; (b) involves an error with respect to price, quantity, or other parameters; (c) is required by law or if DVeX suspects the transaction involves or potentially involved (or has a high risk of involvement in) restricted businesses as described in 1.3, money laundering, terrorist financing, fraud, or any other type of financial crime; (d) to restrict trade size or frequency or limit API use which, in our absolute and sole discretion, burdens the platform; or (e) in response to a subpoena, court order, or other government order. In such instances, DVeX will reverse or cancel the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the reversed or cancelled transaction and you hereby release us from all liability in relation to any action taken by us under this section.
3.5. Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.
3.6. Modification or Discontinuance of Services. DVeX may, in our absolute and sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Services.
3.7. Suspension, Restriction, and Cancellation of Services. DVeX may restrict, suspend or terminate your access to the Services in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files without cost to you, including, for example, in the event that you breach any terms of this Agreement or you take any action that DVeX deems abusive or as circumventing DVeX controls.
4. Assumption of risk, limits of liability, and indemnity
4.1. Assumption of Risk. You acknowledge that there are risks associated with using the Services and the DVeX Platform, including risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your DVeX Account. As such, DVeX will not be responsible or liable to you for any such related losses and takes no responsibility for use of the Services that involves user error such as forgotten passwords, incorrectly construed transactions, or mistyped wallet addresses; server failure or data loss; corrupt files; unauthorized access, or; any unauthorized third party activities, including without limitation the use or introduction of computer viruses, or other malware, phishing, spoofing or other means of attack against you or the DVeX Platform or Services. You further accept and acknowledge that DVeX will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the DVeX Platform or the Services, regardless of the cause.
4.2. Suitability. DVeX makes no guarantees or recommendations of any kind, nor does it purport to offer any investment advice of any kind. The risk of complete loss in trading or holding any type of cryptocurrency can be substantial. You are solely responsible for evaluating the merits and risks associated with the use of the DVeX Platform and the Services and should take into consideration your particular financial situation in determining whether using the Services or trading cryptocurrencies is suitable for you.
4.3. DVeX Platform Accuracy and Availability. We make no representation or warranty that the DVeX Platform, or the server that makes it available, is free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on content, material, or information contained on the DVeX Platform. Links to third-party materials may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party websites accessible or linked to the DVeX Platform.
4.4. Limitation of Liability; No Warranty. IN NO EVENT SHALL DVEX, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE DVEX PLATFORM OR THE SERVICES, OR THIS AGREEMENT. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. DVEX SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. DVEX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE DVEX PLATFORM, ANY PART OF THE DVEX SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. DVeX makes no representations about the accuracy or completeness of any data, including historical price data, available on the DVeX Platform. DVeX will make commercially reasonable efforts to ensure that requests for electronic debits and credits are processed in a timely manner but DVeX makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
4.5. Indemnification and Hold Harmless. You agree to indemnify and hold harmless DVeX, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement; your use of, or conduct in connection with, the Services; or your violation of any law, rule or regulation, or the rights of any third party.
4.6. Arbitration and Waiver of Class Action. If you have a dispute with DVeX, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and DVeX agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, and you and DVeX hereby expressly waive trial by jury and right to participate in any action involving collective, consolidated, or representative proceedings, including a class action lawsuit or class-wide arbitration. The arbitration shall be conducted by a single, neutral arbitrator and shall take place in Ontario, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. Notwithstanding the above, you and DVeX each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
5. General Provisions
5.1. Contact Us. Please contact us at email@example.com with any feedback, questions, or complaints.
5.2. Amendments. We may amend or modify this Agreement, in our absolute and sole discretion, by posting on the DVeX website or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services.
5.4. Assignment. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any DVeX affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
5.5. Severability. If any provision of this Agreement is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or any government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
5.6. Change of Control. Should DVeX be acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
5.7. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, those sections pertaining to suspension or termination, DVeX Account cancellation, general use of the DVeX Platform, disputes with DVeX, and general provisions, shall survive the termination or expiration of this Agreement.
5.8. Governing Law. You agree that the provincial laws of Ontario, Canada and federal laws of Canada without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and DVeX. However, the choice of law provision regarding the interpretation of this Agreement is not intended to create any other substantive right to non-Ontarians to assert claims under Ontario law whether that be by statute, common law, or otherwise. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 4.6 or to any disputes which may be subject to arbitration as defined therein.
5.9. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
5.10. No Waiver. This Agreement shall not be construed to waive rights that cannot be waived under applicable local, provincial, state and federal laws where you are located.