Apifiny Asset Network User Agreement

Last Updated: September, 2020

This User Agreement (hereinafter “Agreement” ) is a binding contract by and between the entity or person who has signed this Agreement (“you” or “your”) and Apifiny. “Apifiny” means either (i) Apifiny Asset Network Inc., a Delaware corporation, if your address is in the United States or if you are a citizen of the United States,  (ii) Simple Fintech Australia PTY LTD., an Australian limited liability company if your address is in Australia or if you are a citizen of Australia, or (iii) Apifiny Asia PTE LTD, a Singapore limited liability company, orif your address is not in the United States or Australia and if you are not a citizen of the United States or Australia.

This Agreement governs your ALPHA TEST use of apifiny.com, any associated APIs and any mobile applications (collectively, the “Apifiny Sites”) operated by Apifiny (“we”, “us”, “our”, “Apifiny”) and your ALPHA TEST use of the Apifiny Services (as defined below).  You acknowledge and agree that not all services will be available to all users in all jurisdictions and that during the ALPHA TEST not all services will be continuously available.

You represent to us that you have full legal authority to enter into agreements. If you are entering into this agreement on behalf of an entity, you represent and warrant that you have full legal authority to bind the relevant entity. By signing up to use an account through the Apifiny Sites, you agree that you have read, understood, and accept all of the terms and conditions contained in this User Agreement, as well as our Privacy Policy, Trading Rules, and E-Sign Consent, API Terms and Compliance Disclosures. If you do not agree to or accept all of the terms of this Agreement, please immediately discontinue access to, and use of, the Apifiny Sites.

1. Apifiny Services.

1.1 Eligibility.  To be eligible to use the Apifiny Services (as defined below), you must be (i) at least 18 years old or (ii) a legal entity or other organization with full capacity to execute this User Agreement. You must also not be a resident of, or domiciled in, or, if you are an entity, have principal offices, any operations, or other connections with, one of the following states within the boundaries of the U.S.: Alabama, Alaska, California, Colorado, Connecticut, Delaware, Florida, Hawaii, Indiana, Iowa, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Mississippi, Nebraska, Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Washington, Wisconsin (each, a “Restricted State”). The list of Restricted States is subject to change at any time. In the event a state becomes a Restricted State, Apifiny will provide users residing in that state with notice via email, a notification on the Apifiny Sites, or other means deemed necessary regarding terminating their access to the Apifiny Services. However, in order to be eligible you must also not be a resident of, or domiciled in, one of the following countries: Algeria, Bangladesh, Bolivia, Cambodia, Colombia, Ecuador, Egypt, Indonesia, Iran, Iraq, Mali, Morocco, Japan, Nepal, Pakistan, Taiwan, Saudi Arabia, Syria, South Sudan, Sudan, India, Jordan, Thailand, the United Arab Emirates, Vietnam, the Crimea region of Ukraine, Zimbabwe (each, a “Restricted Country”). The list of Restricted Countries is subject to change at any time. In the event a country becomes a Restricted Country, Apifiny will provide users residing in that country with notice via email, a notification on the Apifiny Sites, or other means deemed necessary regarding terminating their access to the Apifiny Services.

1.2 Apifiny Services.  Your Apifiny account (“Apifiny Account”) allows you access to the following Apifiny services (collectively, the “Apifiny Services”): (i) one or more hosted Digital Asset Wallets (each, a “Digital Asset Wallet”) that allow users to transfer, track and store certain supported Digital Assets (“Digital Asset”), and (ii) a Digital Asset exchange platform that allows for the trading of supported Digital Assets for other Digital Assets, accessible at Apifiny.com, through our API or mobile application (the “Marketplace”).  Eligible participants may also access the Apifiny Connect product as described herein.

1.3 “AS IS” Status.  By accepting these terms or using the Apifiny Services, you understand and acknowledge that the Apifiny Services are being provided as a “ALPHA” version and made available on an “AS IS” or “AS AVAILABLE” basis. The Apifiny Services may contain bugs, errors, and other problems. Apifiny strongly recommends that you back up all data and information prior to using the Apifiny Services and utilize “cold storage” for your Digital Assets. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE APIFINY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY AND ALL LOSSES INCLUDING WITHOUT LIMITATION TRADING LOSSES, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, Apifiny is not obligated to provide any maintenance, technical or other support for the Apifiny Services.

1.4 Digital Asset Risks.  The risks of loss in trading or holding any Digital Asset can be immediate, substantial and irreversible. There is no guarantee against losses from using the Apifiny Services. You should therefore carefully consider whether trading or holding any Digital Asset is suitable for you in light of your financial condition and needs. The following are some risks associated with Digital Assets. However, these descriptions are non-exclusive and do not disclose all such risks. Please consider these and other risks carefully before using the Apifiny Services.

  • Market Risks.  The market for Digital Assets is still new, uncertain and highly volatile. No one should invest in Digital Assets using funds that he or she is not prepared to lose entirely. Whether the market value for one or more Digital Assets will move up or down, or whether a Digital Asset will lose all or substantially all of its value, is unknown and cannot be predicted. The prices of Digital Assets have historically been subject to dramatic fluctuations and are highly volatile, and a decrease in the price of a single Digital Asset may cause volatility in the entire market. In addition, blockchain networks may go offline because of bugs, hard forks, or other unforeseeable reasons. Participants in any Digital Asset market should pay close attention to their position and holdings, and how they may be affected by sudden and adverse shifts in trading and other market activities. There is no guarantee that any given price quoted or realized on the Marketplace represents the fair value of the subject Digital Asset.
  • Liquidity Risks.  Digital Assets have varying degrees of liquidity. Some markets are quite liquid while others may be thinner. Thin markets can amplify volatility. Factors beyond Apifiny’s control may affect market liquidity for any Digital Asset, such as regulatory activity, market manipulation, or unexplainable price volatility. Apifiny makes no representations or warranties about whether a Digital Asset that may be traded on the Marketplace may be traded on the Marketplace any point in the future, if at all. Any Digital Asset is subject to no longer being supported by Apifiny without notice or consent.
  • Legal Risks.  The legal characterization of certain Digital Assets may be uncertain. This can mean that the legality of holding or trading them is not always clear, and may be subject to certain legal requirements or restrictions. Whether and how one or more Digital Assets constitute property, or assets, or rights of any kind may also seem unclear. You are responsible for knowing and understanding how Digital Assets will be addressed, regulated, and taxed under applicable law.
  • Operational Risks.  Apifiny may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Apifiny Services. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks. Apifiny relies on its partners, which may include its affiliates and which may include non-Australian, non-Singaporean and/or non-U.S. entities, and service providers for many significant operational aspects of the Apifiny platform provided under a service agreement. The extent of Apifiny’s reliance may increase the operational risks related to the platform, given Apifiny’s lack of control over such non-Australian, non-Singaporean and/or non-US partners.
  • Custody Risks.  Having Digital Assets on deposit or with any third party in a custodial relationship has attendant risks. These risks include security breaches, risk of contractual breach, and risk of loss. These risks may be heightened for Apifiny customers because custody services are one of the services that Apifiny relies on its Australian, Singaporean and/or U.S. partners, which may include its affiliates and which may include non-Singaporean and/or non-U.S. entities, to provide.   TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT APIFINY WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DIGITAL ASSET LOST FOR ANY REASON BY A THIRD PARTY ENTITY, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY EXCHANGE. APIFINY DISCLAIMS ANY DUTY TO MONITOR OR VET SUCH THIRD PARTY EXCHANGES, AND YOU ACKNOWLEDGE AND AGREE THAT ANY TRADING ACTIVITY AT SUCH EXCHANGES WAS CARRIED OUT BY APIFINY PURSUANT TO YOUR INSTRUCTIONS. FOR APIFINY CONNECT USERS, YOU ACKNOWLEDGE AND AGREE THAT APIFINY HAS NO OBLIGATION TO VET OR MONITOR THE THIRD PARTY EXCHANGES, AND THAT APIFINY DEPOSITED YOUR ASSETS AT SUCH EXCHANGES AT YOUR INSTRUCTION.  YOU REPRESENT AND WARRANT THAT YOU HAVE FULLY VETTED SUCH EXCHANGES AS TO THEIR SAFETY AND SOUNDNESS, AND YOU HEREBY RELEASE APIFINY FROM ANY LIABILITY TO YOU AND ANY THIRD PARTY FOR ANY LOSSES ARISING FROM YOUR INSTRUCTIONS OR FROM SUCH THIRD PARTY EXCHANGE, INCLUDING, WITHOUT LIMITATION, ANY ASSETS LOST BY SUCH THIRD PARTY EXCHANGE.

1.5 Feedback.  The Apifiny Services are made available to you for purposes of evaluation and feedback. You acknowledge the importance of communication between Apifiny and you during your use of the Apifiny Services and hereby agree to receive related correspondence and updates from Apifiny. In the event you request to opt out from such communications, your participation in the Apifiny Services will be canceled. During the use of Apifiny Services, you may be asked to provide feedback regarding your use of the Apifiny Services. You acknowledge that Apifiny owns any feedback provided, and you hereby grant to Apifiny, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any Apifiny product or service (including the Apifiny Services) at any time at the sole discretion of Apifiny. Apifiny will not publish feedback in a way that is attributable to you without your consent.

1.6 Limitations on Use.  Limitations specific to any Apifiny Service may be contained in the Apifiny Sites. Apifiny reserves the right to modify or impose any limitations on the use of the Apifiny Services at any time, with or without notice to you, and certain functionality may not be available at any time.

2. Creating an Apifiny Account.

2.1 Registration of Apifiny Account.  To use the Apifiny Services, you will need to register for an Apifiny Account. During the registration process, we will ask you for information, including your name and other personal information to verify your identity. We may, in our sole discretion, refuse to open an Apifiny Account for you, or suspend, revoke or terminate your account after opening.

2.2 Identity Verification.  During registration of your Apifiny Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information for a minimum of five years. You will need to complete certain verification procedures before you are permitted to use certain Apifiny Services. Your access to one or more Apifiny Services, and the limits that apply to your use of the Apifiny Services, may be altered as a result of information collected about you. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, a government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). You hereby explicitly consent to the Apifiny sharing such information with its affiliates, subsidiaries, parent companies, which may be in jurisdictions other than Australia, Singapore and the United States. You hereby explicitly consent to Apifiny transmitting such information to such other jurisdictions. In providing us with this or any other information that may be required, you confirm that the information is accurate, authentic and complete. You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, to protect you and/or us against fraud or other financial crime, to comply with anti-money laundering and other legal requirements, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.

3. Digital Asset Wallet.

3.1 In General.  Upon verification of your identity, you will have the ability to transfer, track and store supported Digital Assets and the ability to transfer, track, and trade supported Digital Assets by giving instructions through the Apifiny Sites or via Apifiny’s API (each such transaction, a “Digital Asset Transaction”, and any instruction to buy, sell, or otherwise trade a supported Digital Asset, an “Order”).

Apifiny cannot reverse a Digital Asset Transaction which has been broadcast to a Digital Asset network. The Digital Asset Wallet services are available only in connection with those Digital Assets that Apifiny, in its sole discretion, decides to support. The Digital Assets that Apifiny supports may change from time to time without notice to you. Under no circumstances should you attempt to use your Digital Asset Wallet services to transfer or store Digital Assets in any form that is not supported by Apifiny. Apifiny assumes no responsibility or liability in connection with any attempt to use Apifiny Services for Digital Assets that Apifiny does not support.

You assume full responsibility and liability for any loss resulting from intentional or unintentional misuse of your Digital Asset Wallet services, including, without limitation, any loss resulting from depositing one type of Digital Asset to a wallet intended for another type of Digital Asset, regardless of whether the relevant Digital Asset network confirms the applicable Digital Asset Transaction or not. Apifiny assumes no responsibility or liability in connection with any such misuse.

YOUR APIFINY ACCOUNT AND ANY OTHER ACCOUNT YOU MAY HAVE WITH US (AND ANY DIGITAL ASSETS HELD IN SUCH ACCOUNT) IS NOT A BANK ACCOUNT OR A DEPOSIT ACCOUNT. OUR SERVICES ARE NOT FINANCIAL INSTRUMENTS. NO INTEREST WILL BE PAID ON ANY DIGITAL ASSETS YOU USE TO PURCHASE OR TRADE FOR ANY OTHER CRYPTO ASSETS (OR ANY OTHER THING) WITH OTHER USERS, AND ALL DIGITAL ASSETS DIRECTLY HELD BY US ARE NOT INSURED BY US OR ANY GOVERNMENT AGENCY.

3.2 Digital Asset Storage & Transmission Delays.  Apifiny securely stores all Digital Asset private keys in our control in a combination of online and offline storage. As a result, it may be necessary for Apifiny to retrieve certain information from offline storage in order to facilitate a Digital Asset Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Asset Transaction for 48 hours or more. You acknowledge and agree that a Digital Asset Transaction facilitated by Apifiny may be delayed.

3.3 Third Party Payments.  Apifiny has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Apifiny Services). Apifiny is not responsible for ensuring that a buyer or a seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with Digital Assets transferred using the Apifiny Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party.

3.4 Modified Protocols.  Unless specifically announced on the Apifiny Sites or through some other official public statement of Apifiny, we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Asset supported by Apifiny (collectively, “Modified Protocols”). Do not use your Apifiny Account to attempt to receive, request, send, store, or engage in any other type of transaction involving a Modified Protocol. The Apifiny platform is not configured to detect and/or secure Modified Protocol transactions and Apifiny assumes absolutely no responsibility whatsoever in respect to Modified Protocols.

3.5 Airdrops.  You understand, acknowledge and agree that in the event that a third party or software protocol attempts to or does distribute a Digital Asset, whether or not supported by Apifiny (often known as an “airdrop” or “bootstrap”) to certain wallet addresses, we will treat such airdropped Digital Asset as we would treat any other unsupported Digital Asset. You agree and understand that airdropped Digital Assets do not create a relationship between us and the transferor, sender and/or the related network that created the airdropped Digital Asset, and further, that we are not subject to any obligation as it may relate to the transferor, sender or related network.

3.6 Operation of Digital Asset Protocols.  Apifiny does not own or control any underlying software protocols which govern the operation of Digital Assets supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the Apifiny Services, you acknowledge and agree (i) that Apifiny is not responsible for operation of the underlying protocols and that Apifiny makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Asset you store in the Apifiny platform. In the event of a fork, you agree that Apifiny may suspend Apifiny operations (with or without advance notice to you) and that Apifiny may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Apifiny assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

3.7 Attacks and Other Malicious Activities.  Apifiny does not have any ability to prevent or mitigate attacks on any Digital Assets or their underlying protocols and networks. Apifiny reserves the right to take any actions in the event of an attack as determined in its sole discretion, including but not limited to: (i) If Apifiny reasonably believes that a Digital Asset that it supports has been or may be compromised, or is or will be under attack, Apifiny may immediately halt trading, deposits, and withdrawals for such Digital Asset; and (ii) if it is determined that such an attack caused the Digital Asset to greatly decrease in value, Apifiny may discontinue trade activity on such Digital Asset partially or entirely. Apifiny does not have any obligation to engage in any activities in relation to attacks on any Digital Assets or their underlying protocols and networks. Resolutions for an attacked Digital Asset will be determined on a case-by-case basis by Apifiny in its sole discretion. APIFINY MAKES NO REPRESENTATION AND DOES NOT WARRANT THE SAFETY OF THE APIFINY SERVICES AND IS NOT LIABLE FOR ANY LOST VALUE OR STOLEN PROPERTY, WHETHER OR NOT APIFINY WAS NEGLIGENT IN PROVIDING THE PROPER SECURITY.

3.8 Apifiny Trust Provider. You hereby agree that you will additionally be a customer of banks or trust companies, domiciled in and outside of the U.S., that provide services to Apifiny (each such bank or trust company, an “Apifiny Trust Provider”). Apifiny will notify you of these Apifiny Trust Providers from time to time on the Apifiny Sites. You hereby agree that you will additionally be a customer of each Apifiny Trust Provider, and in addition to this Agreement, you hereby agree to the terms and conditions and other customer agreements required by each such Apifiny Trust Provider, including any applicable terms of service, privacy policies and any guidelines or policies that are then in effect.  You also hereby designate Apifiny as an authorized user on the accounts opened either to hold your assets or to support the Services provided to you by Apifiny at the Apifiny Trust Provider pursuant to this Agreement or in the course of providing Apifiny Services to you (“Trust Provider Accounts”). You hereby authorize Apifiny to make any and all instructions to the Apifiny Trust Provider relating to its Trust Provider Accounts, and you hereby authorize the Apifiny Trust Providers to accept such instructions from Apifiny. Such instructions may include, without limitation, the transfer of all assets from the Trust Provider Accounts to Apifiny or another Apifiny Trust Provider and/or the closure of the Trust Provider Accounts. You acknowledge and agree that assets held in the Trust Provider Accounts are held in one or more omnibus accounts, and that you will not have direct access to any of such assets. You further agree that any assets held in the Trust Provider Accounts do not pay interest to you, and that you are not entitled to any income from the holding and maintenance of your funds, if any. In the event an Apifiny Trust Provider does pay interest on any amounts in the Trust Provider Account, you agree that such interest belongs to Apifiny and hereby authorizes Apifiny to deduct such interest from the Trust Provider Account.

4. Marketplace Services and Apifiny Connect.

4.1 Marketplace Access.  Upon verification of the Receiver’s identity, the Receiver will have access to the Provider’s Marketplace, an exchange platform for Digital Assets, and the ability to transfer, track, and trade supported Digital Assets by giving instructions through the Provider site or via the Provider’s API (each such transaction, a “Digital Asset Transaction”, and any instruction to buy, sell, or otherwise trade a supported Digital Asset, an “Order”). You acknowledge that Digital Asset Transactions and Orders may be routed to third party exchanges and that Apifiny has no control over such third party exchanges.  YOU ACKNOWLEDGE AND AGREE THAT APIFINY HAS NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY IF ANY DIGITAL ASSET TRANSACTION OR ORDER IS NOT EXECUTED, OR IF SUCH EXECUTION IS DELAYED OR SUBSEQUENTLY CANCELED FOR ANY REASON.  

4.2 Apifiny Connect.  Eligible users may utilize APIs made available by Apifiny to access Apifiny Connect, a platform that allows users to access various exchanges and preposition their assets at such exchanges.  If you utilize Apifiny Connect services, you acknowledge and agree that your assets are held in omnibus accounts at those exchanges and that you will not have any rights to instruct those exchanges with respect to the assets so held.  You further acknowledge and agree that transfers to and from any particular exchange are subject to transfer limits that are posted on the Apifiny Sites.  Further, all transfers may be delayed and/or canceled, and Apifiny will have no liability whatsoever for any losses or damages that you may suffer due to such delay or cancellation.

4.3 Order Books.  The Marketplace offers an order book for various Digital Asset trading pairs (each an “Order Book”). Refer to your Apifiny Account to determine which Order Books are available to you. Apifiny reserves the right in its sole discretion to create, modify or terminate any trading pairs that may be available on the Marketplace.  For Apifiny Connect users, please note that transferring your assets to a particular exchange will limit your ability to place Orders on another exchange as you must have sufficient assets at a particular exchange on which you place your Order.  Apifiny may provide partial Order Books showing only orders for a particular exchange at your request, and you agree that such partial Order Book may not show all orders for such exchange, may be delayed, and/or be otherwise inaccurate or incomplete.  You hereby release Apifiny from any liability for any losses or damages you may incur due to such partial Order Book.

4.4 Orders. You acknowledge and agree that you must have sufficient assets in your Account (whether the supported Digital Assets or the relevant amount of supported fiat currency, “Assets”) of the correct type before you submit any Order for any transaction involving such assets.  Such Assets must be readily available and not otherwise encumbered.  All Orders must be “fully funded.”  You acknowledge and agree that Apifiny may, in its option, immediately deduct, encumber, or otherwise freeze any Assets necessary to complete the Order upon the submission of the Order by you, and before such Order is matched.  In the event the Order is subsequently canceled, failed, or not filled, Apifiny shall promptly credit, unencumber, or unfreeze the Assets, as applicable.

For Apifiny Connect users, please note that transferring your Assets to a particular exchange will limit your ability to place Orders on another exchange.  All Orders for a particular exchange must be fully funded by your Assets that you have prepositioned at that particular exchange.

Apifiny reserves the right to refuse to process or to cancel any Order or pending Digital Asset Transaction (a) as reasonably necessary to comply with laws and regulations or in response to a subpoena, court order, or other binding government order or (b) to enforce transaction limits associated with your Account. 

You acknowledge and agree that (x) Apifiny has no obligation to provide any credit to you, (y) you shall fully fund each of your transactions before placing an Order, and (z) Apifiny has no liability to you whatsoever for canceling and/or not processing an Order placed by you that is not fully funded.

You should verify all transaction information prior to submitting instructions to Apifiny. Once broadcast to a Digital Asset network, the transaction may be irreversible. A Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the digital asset network. A transaction is not complete while it is in a pending state. Digital Assets associated with transactions that are in a pending state may not be included in your Account balance or will not be available to conduct other transactions. Apifiny reserves the right to delay or cancel any Digital Asset Transaction if it perceives a risk of fraud or illegal activity. Otherwise, Apifiny may only cancel an Order placed by you after such Order has been matched with another transaction order if the economics of such Digital Asset Transaction would result in a loss to Apifiny or if such Digital Asset Transaction would be significantly off market, as determined by Apifiny in its sole discretion.

APIFINY IS NOT RESPONSIBLE FOR ANY DISPUTES AMONG OR BETWEEN USERS REGARDING ANY TRANSACTION. APIFINY DOES NOT GUARANTEE THAT ANY ORDER YOU PLACE WILL BE FILLED. ONCE AN ORDER HAS BEEN EXECUTED, THE TRANSACTION MAY NOT BE REVERSIBLE.

4.5 Market Data.  Apifiny compiles and discloses certain market data, including bid prices, ask prices, trading prices and volume etc. You understand, acknowledge and agree that, due to technical and other restrictions, the Digital Asset values displayed on the Apifiny Sites may be delayed and therefore not reflect the current, live market value of such Digital Asset. Nonetheless, you agree that we are not responsible for any adverse consequences that you may experience, or costs that you may incur, arising from any reliance, lapse, failure, outage or error in using such market data.

4.6 Reporting.  During the Alpha test of Apifiny Services, Apifiny may make certain reports available to you.  Certain reports will only be made available upon queries submitted by you.  such queries may take significant time to run and may be delayed. Some reports are available via display, API and/or drop copy files with a layout specified and documented by Apifiny.  Without any notice or liability to you, Apifiny may, in its sole discretion, (a) suspend, cancel, or delay any report at any time and (b) cancel any and all report queries submitted by you.  You acknowledge that all reports containing balances and positions (x) represent a snapshot of your balances and positions as of the moment the report is generated, and that subsequent orders, transactions, reversals, and cancellations will affect the positions in such report, and (y) are an aggregation of balances positions across the globe, and as such, delays and stale balances and positions may be included without notice to you. You acknowledge that the Apifiny Services are in Alpha test phase and that all reports may contain incomplete, stale, or other incorrect information, and you hereby waive any and all claims you may have against the Indemnified Parties for any damages or losses that arise from, or are related to, the reporting you receive from Apifiny or your use of any such report.

4.7 Deposits.  Subject to compliance with applicable law, this Agreement and Apifiny policies, you may fund your Apifiny Account by depositing a supported Digital Asset from an external Digital Asset address into your Apifiny Account.  Apifiny may notify you on different methods for how you deposit your funds and Digital Assets from time to time. Currently Apifiny does not permit you to transfer and/or deposit funds through ACH transfers.

4.8 Withdrawals and Transfers.  Subject to compliance with applicable law, our, our partners’ and third party exchanges’ due diligence requirements, this Agreement and Apifiny policies, you may withdraw Digital Asset from your Apifiny Account by transfer to an external Digital Asset address and/or transfer between exchanges via Apifiny Connect. ALL DEPOSITS, WITHDRAWALS, AND TRANSFERS MAY BE SUBJECT TO LIMITS. ALL LIMITS WILL BE DISPLAYED IN YOUR APIFINY ACCOUNT.

4.9 Withdrawal Fees.  Apifiny may also charge a fee on certain Digital Asset deposit, withdrawal,or transfer  methods. All such fees will be displayed in your Apifiny Account or in our fee schedule.

4.10 Trading Rules.  You accept and agree to be bound by Apifiny’s trading rules then in effect as posted on the Apifiny Sites, as such rules may be unilaterally updated by Apifiny from time to time.

4.11 Trading Fees.  You agree to pay all applicable fees, which are payable in Digital Assets, and you authorize Apifiny to automatically deduct fees directly from your Apifiny Account. Trading Fees are set forth in our Fee Schedule available at Apifiny.com. YOU ALSO ACKNOWLEDGE THAT FEES MAY BE INCLUDED IN THE PRICES OF CERTAIN DIGITAL ASSETS. The disclosures on the Fee Schedule and the Apifiny Sites are hereby incorporated herein.

4.12 Trading Account Use.  You agree and represent that you will use the Marketplace and/or Apifiny Connect only for yourself as account owner, and not on behalf of any third party, unless you have obtained prior approval from Apifiny. You may not sell, lease, furnish or otherwise permit or provide access to your Apifiny Account to any other entity or to any individual that is not your employee or agent. You accept full responsibility for your employees’ or agents’ use of the Marketplace, whether such use is directly through the Marketplace website or by other means, such as those facilitated through API keys, our mobile application, and/or applications which you may authorize. You understand and agree that you are solely responsible for any and all orders, trades, and other instructions entered into the Marketplace including identifiers, permissions, passwords, and security codes associated with your Apifiny Account.

4.13 Suspension and Cancellation.  We may suspend your Apifiny Account or your access to any one for more Order Books in accordance with the suspension and termination provisions of this Agreement. Suspension or termination of your Apifiny Account shall not affect the payment of fees or other amounts you owe to Apifiny. In the event that your Apifiny Account is suspended or terminated, we will immediately cancel all open orders associated with your Apifiny Account, block all withdrawals and bar the placing of further orders until resolution or Account cancellation.

4.14 No Warranty. We do not represent that the Marketplace and/or its constituent Apifiny Accounts, APIs, mobile application and related services, will be available without interruption. Although we will strive to provide you with continuous operations, we do not guarantee continuous access or that there will be no delays, failures, errors, omissions or loss of transmitted information, nor do we guarantee that any order will be filled, accepted, recorded, or remain open. Apifiny reserves the right to cancel any open trades and/or suspend Marketplace activity in accordance with the trading rules or in accordance with applicable law. APIFINY WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM INTERRUPTIONS OR DOWNTIME.

4.15 No Investment Advice or Brokerage. Apifiny does not provide investment, tax, or legal advice, nor does Apifiny broker trades on your behalf. All Marketplace trades are filled automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your investment, legal or tax advisors regarding your specific situation.

4.16 Debts. If there are outstanding amounts owed to us hereunder, Apifiny reserves the right to debit your Apifiny Account accordingly and/or to withhold amounts from Digital Asset amounts that you may transfer from your Apifiny Account.

5. General Use, Prohibited Use, and Termination.

5.1 Limited License.  We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Apifiny Sites, and related content, materials and information, including without limitation, all market data (collectively, the “Content”) solely for approved purposes as permitted by Apifiny from time to time. Any other use of the Apifiny Sites or Content is expressly prohibited and all other right, title, and interest in the Apifiny Sites or Content is exclusively the property of Apifiny 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 Content, in whole or in part, or sublicense or otherwise authorize any third person to do any of the foregoing. “Apifiny” and all logos related to the Apifiny Services or displayed on the Apifiny Sites are either trademarks or registered marks of Apifiny or its licensors. You may not copy, imitate or use them without Apifiny’s prior written consent.

5.2 Website Accuracy.  Although we intend to provide accurate and timely information on the Apifiny Site, the Apifiny Site (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Apifiny Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) 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 sites accessible or linked to the Apifiny Site.

5.3 Third-Party Applications.  If, to the extent permitted by Apifiny from time to time, you grant express permission to a third party to access or connect to your Apifiny Account, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your Apifiny Account. Further, you acknowledge and agree that you will not hold Apifiny responsible for, and will indemnify Apifiny from, any liability arising out of or related to any act or omission of any third party with access to your Apifiny Account.

5.4 Prohibited Use.  In connection with your use of the Apifiny Services, and your interactions with other users, and third parties you agree and represent, you will not engage in any Prohibited Business or Prohibited Use, as defined under Appendix A. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your Apifiny Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your Apifiny Account is associated with a Prohibited Use and/or a Prohibited Business.

5.5 Transactions Limits.  The use of all Apifiny Services is subject to a limit on the amount you may withdraw in a given period (e.g., daily, weekly and monthly). To view your limits, login to your Apifiny Account. Your transaction limits may vary depending on your identity verification level and other factors. Apifiny reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at support@apifiny.com. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with Apifiny staff (such process, “Enhanced Due Diligence”). Apifiny reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

5.6 Suspension and Termination. Apifiny may: (a) suspend, restrict, or terminate your access to any or all of the Apifiny Services, and/or (b) deactivate or cancel your Apifiny Account if:

  • We believe, in our sole discretion, that you have breached this Agreement;
  • We are unable to verify or authenticate any information you provide to us;
  • We believe, in our sole discretion, that your actions may cause legal liability for you, us or our other users;
  • We believe someone is trying to gain unauthorized access to your Apifiny Account;
  • We believe there is unusual activity in your Apifiny Account;
  • We are so required by a facially valid subpoena, court order, or binding order of a government authority;
  • We are required to do so by applicable law or regulation;
  • We reasonably suspect you of using your Apifiny Account in connection with a Prohibited Use or Prohibited Business;
  • Use of your Apifiny Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Apifiny Account activity;
  • Our service partners are unable to support your use;
  • You take any action that Apifiny deems as circumventing Apifiny’s controls, including, but not limited to, opening multiple Apifiny Accounts or abusing promotions which Apifiny may offer from time to time; OR
  • Any other reason in our sole and absolute discretion.

If Apifiny suspends or closes your Apifiny Account or terminates your use of Apifiny Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits Apifiny from providing you with such notice. You acknowledge that Apifiny’s decision to take certain actions, including limiting access to, suspending, or closing your account, may be based on confidential criteria that are essential to Apifiny ’s risk management and security protocols. You agree that Apifiny is under no obligation to disclose the details of its risk management and security procedures to you.

APIFINY, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS ARE NOT RESPONSIBLE FOR ANY LOSS OF VALUE IN YOUR APIFINY ACCOUNT, OR OF ANY DIGITAL ASSET, RESULTING FROM THE SUSPENSION OR CLOSING OF YOUR ACCOUNT FOR ANY OF THE REASONS LISTED ABOVE. YOU AGREE THAT NEITHER WE NOR ANY THIRD PARTY ACTING ON OUR BEHALF SHALL BE LIABLE TO YOU FOR ANY TERMINATION OF YOUR ACCESS TO ANY PART OF THE APIFINY SITES OR SERVICES OR THE MARKETPLACE IN ACCORDANCE WITH THIS AGREEMENT.

5.7 Relationship of the Parties.  Apifiny is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Apifiny to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Apifiny to be treated as the agent of the other.

5.8 Privacy of Others; Marketing.  If you receive information about another user through the Apifiny Services, you must keep the information confidential and only use it in connection with the Apifiny Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to effectuate a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the Apifiny Services.

5.9 Password Security; Contact Information.  You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the Apifiny Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Apifiny Account by third-parties and the loss or theft of any Digital Asset and/or funds held in your Apifiny Account and any associated external wallets or accounts. You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Apifiny and/or failure to follow or act on any notices or alerts that we may send to you. In the event you believe your Apifiny Account information has been compromised, contact customer support immediately at support@apifiny.com.

5.10 Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Apifiny Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your Apifiny Account.

5.11 Unclaimed Property.  If Apifiny is holding funds in your account, and Apifiny is unable to contact you and has no record of your use of the Services for the number of years as may be set out under any applicable law, Apifiny may be required to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, Apifiny will try to locate you at the address shown in our records, but if Apifiny is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. Apifiny reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.

5.12 API.  Your use of the API provided by Apifiny is subject to the API Terms contained in Appendix D, the terms of which are incorporated herein.  You are solely responsible for the development of, use of, and/or maintenance of any user interface or other software, portal, or program you use in connection with the API provided by Apifiny (collectively “third party software”), and you acknowledge and agree that the use of third party software may create compatibility issues, delays or errors in reporting or einstructions, and omissions in data transfer.  By using the API provided by Apifiny, you agree that Apifiny has no responsibility or liability to you for any damages or losses that may arise from, or occur in connection with, your use of any third party software.

6. Customer Feedback, Queries Complaints, and Dispute Resolution.

6.1 Contact Apifiny.  If you have any feedback, questions, or complaints, contact us via our customer support webpage at or write to us at support@apifiny.com. When you contact us please provide us with your name, address, and any other information we may need to identify you, your Apifiny Account, and the transaction on which you have feedback, questions, or complaints. If you believe your account has been compromised, you may also report your claim by contacting support@apifiny.com.

6.2 JURY WAIVER; Waiver of Class Action; Arbitration.  YOU AND APIFINY HEREBY EXPRESSLY WAIVE TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.  If you have a dispute with Apifiny, we will attempt to resolve any such disputes through our support team. If we cannot resolve the dispute through our support team, you and we agree that any dispute arising under this Agreement shall be finally settled in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf). The arbitration will be conducted by a single, neutral arbitrator and shall take place in New York City, 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. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

Subject to Section 7.3 hereof, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 6.2 is invalid or unenforceable, that provision shall be severed and the other parts of this section 6.2 shall still apply. In any case, the remainder of this Agreement will continue to apply.

7. General Provisions.

7.1 DISCLAIMER OF WARRANTIES. DURING THE ALPHA TEST PERIOD, THIS DISCLAIMER APPLIES IN ADDITION TO THE REST OF THE PROVISIONS OF THIS SECTION 7.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE APIFINY SERVICES ARE PROVIDED BY APIFINY DURING AN ALPHA TESTING PHASE ON AN “AS IS” BASIS AND AS AVAILABLE, AND YOUR ACCESS TO AND/OR USE OF THE APIFINY SERVICES, IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, APIFINY EXPRESSLY DISCLAIMS ALL, AND YOU RECEIVE NO, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. APIFINY MAKES NO WARRANTY THAT ANY OF THE APIFINY SERVICES WILL MEET YOUR REQUIREMENTS AND/OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES APIFINY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APIFINY SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE APIFINY SERVICES. YOU UNDERSTAND AND AGREE THAT ANY AND ALL PRICING OR OTHER TRADING DATA IS “AS IS” AND MAY NOT BE ACCURATE AND/OR BE STALE AND THAT YOUR USE OF SUCH DATA IS AT YOUR OWN RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES AND LOSSES SUFFERED AS A RESULT. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE APIFINY SERVICES IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APIFINY OR THROUGH THE APIFINY SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APIFINY’S LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7.2 Computer Viruses.  We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Apifiny. Always log into your Apifiny Account through the Apifiny Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

7.3. Release; Indemnification.  You agree to indemnify and hold Apifiny, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives (collectively, the “Indemnified Parties”), harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your use, misuse, or inability to use the Apifiny Sites, the Marketplace and the Apifiny Services; (ii) your instructions, including without limitation, any Order or any instruction to initiate Digital Asset Transaction, (iii) your breach of this Agreement, or (iv) your violation of any law, rule or regulation, or the rights of any third party.

To the maximum extent permitted by applicable law, you hereby discharge, acquit, and otherwise release the Indemnified Parties, from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to the use of the Apifiny Sites, the Marketplace, and the Apifiny Services, including, but not limited to, claims relating to the following: negligence, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, any financial loss not due to the fault of Apifiny, the Apifiny Sites or the Marketplace, false identities, fraudulent acts by others, invasion of privacy, release or misuse of personal information, disputes with other users of the Apifiny Services, failed transactions, purchases or functionality of the Apifiny Sites, unavailability of the Apifiny Sites, its functions and/or the Apifiny Services and any other technical failure that may result in inaccessibility to the Apifiny Sites, the Marketplace, or the Apifiny Services, or any claim based on vicarious liability for torts committed by users encountered or transacted with or through the Apifiny Sites, the Marketplace or the Apifiny Services, including, but not limited to, fraud, computer hacking, theft or misuse of personal information.

The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in favor of Apifiny, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

If you are a California resident, you hereby waive California Civil Code Section 1542, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.”

If you are a resident of another jurisdiction with a comparable statute or doctrine, you hereby waive such statute or doctrine to the extent permissible under applicable law.

7.4 Prohibited Jurisdictions.  Apifiny does not accept customers from the Restricted States and Restricted Countries.

7.5 Limitation of Liability; No Warranty.  IN NO EVENT SHALL APIFINY, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE (A) FOR ANY AMOUNT GREATER THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET ON DEPOSIT IN YOUR APIFINY ACCOUNT AT THE TIME OF THE RELEVANT TRANSACTION (EXCLUDING ALL AMOUNTS NOT CREDITED OR LATER CREDITED TO YOUR APIFINY ACCOUNT) OR (B) FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE APIFINY SITE OR THE APIFINY SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF APIFINY HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS MEANS, BY WAY OF EXAMPLE ONLY (AND WITHOUT LIMITING THE SCOPE OF THE PRECEDING SENTENCE), THAT IF YOU CLAIM THAT APIFINY FAILED TO PROCESS A BUY OR SELL TRANSACTION PROPERLY, YOUR DAMAGES ARE LIMITED TO NO MORE THAN THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION, AND THAT YOU MAY NOT RECOVER FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR OTHER TYPES OF SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, OR CONSEQUENTIAL DAMAGES IN EXCESS OF THE VALUE OF THE SUPPORTED DIGITAL ASSET AT ISSUE IN THE TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE APIFINY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APIFINY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. APIFINY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE APIFINY SITES, ANY PART OF THE APIFINY SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

APIFINY IS NOT RESPONSIBLE FOR ANY DIGITAL ASSET MARKET, AND APIFINY MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE VALUE OF ANY DIGITAL ASSET. Apifiny makes no representations about the accuracy or completeness of historical Digital Asset price data available on the Site. Apifiny will make reasonable efforts to ensure that requests for transactions are processed in a timely manner but Apifiny makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.

IF YOU ARE A NEW JERSEY RESIDENT, the provisions of this Section 7.4 are intended to apply only to the extent permitted under New Jersey law.

7.6. Entire Agreement.  This Agreement, the Privacy Policy, E-Sign Consent, API Terms and Appendices incorporated by reference herein comprise the entire understanding and agreement between you and Apifiny as to the subject matter hereof, and 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 Apifiny. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.  

7.7 Amendments.  We may amend or modify this Agreement by posting on the Apifiny Sites or emailing you the revised Agreement, and the revised Agreement shall be effective at such time. It is your responsibility to review the Apifiny Sites and this Agreement on a regular basis. 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 Apifiny Services, or suspension or termination of your access to the Apifiny Services, except to the extent otherwise expressly set forth herein.

7.8 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 Apifiny affiliates or subsidiaries, or to any successor in interest of any business associated with the Apifiny 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.

7.9 Severability.  If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, 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.

7.10 Change of Control.  In the event that Apifiny is 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.

7.11 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Apifiny Account cancellation, debts owed to Apifiny , general use of the Apifiny Site, disputes with Apifiny, and general provisions, shall survive the termination or expiration of this Agreement.

7.12 Governing Law.  You agree that the laws of the State of New York, 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 Apifiny, except to the extent governed by federal law.

7.13 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.

7.14 English Language Controls.  Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

APPENDIX A: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE

Prohibited Use

You may not use your Apifiny Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of Apifiny Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at support@apifiny.com. By opening an Apifiny Account, you confirm that you will not use your Account to do any of the following:

  • Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where Apifiny conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information;
  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Apifiny Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Apifiny Site, other Apifiny Accounts, computer systems or networks connected to the Apifiny Sites, through password mining or any other means; use Apifiny Account information of another party to access or use the Apifiny Sites, except in the case of specific authorizations by a user to access such user’s Apifiny Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of Apifiny;
  • Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any Apifiny Services; defame, abuse, extort, harass, stalk, threaten, blackmail or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Apifiny Sites about others, including without limitation email addresses, without proper consent;
  • Fraud: Activity which operates to defraud Apifiny, Apifiny users, or any other person; provide any false, inaccurate, or misleading information to Apifiny;
  • Market Manipulation: Activities with the intention of manipulating the markets of any Digital Asset, including its price, liquidity, trading volume or other characteristics;
  • Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance; and
  • Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of Apifiny intellectual property, name, or logo, including use of Apifiny trade or service marks, without express consent from Apifiny or in a manner that otherwise harms Apifiny or the Apifiny brand; any action that implies an untrue endorsement by or affiliation with Apifiny.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following non-exhaustive categories of businesses, business practices, and sale items are barred from Apifiny Services (“Prohibited Businesses”).

By opening an Apifiny Account, you confirm that you will not use Apifiny Services in connection with any of following businesses, activities, practices, or items:

  • Restricted Financial Services: Check cashing, bail bonds; collections agencies;
  • Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
  • Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen;
  • Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis;
  • Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment designed for making or using drugs;
  • Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;/li>
  • Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug;
  • Adult Content and Services: Pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features;
  • Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs;
  • Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; or
  • High risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

APPENDIX B: VERIFICATION PROCEDURES AND LIMITS

As a registered money services business, we are required to identify users on our platform. This ensures we remain in compliance with KYC/AML laws in the jurisdictions in which we operate, something that is necessary for us to be able to continue to offer Digital Asset exchange services to our customers. Apifiny collects and verifies information about you in order to: (a) protect Apifiny and the community from fraudulent users, and (b) to keep appropriate records of Apifiny’s customers.

All customers who wish to use Apifiny Services are required to establish a Apifiny Account by providing KYC information that include, without limitation, name, email address, password, state of residence, date of birth, full address, tax identification number, proof of source of funds, employment information and explanation of activity. Depending on your verification level, your use of all Apifiny Services will be subject to a limit on the amount you may withdraw in a given period (e.g., daily, weekly and monthly).

Notwithstanding these minimum verification procedures for the referenced Apifiny Services, Apifiny may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Apifiny Services and/or before permitting you to engage in transactions beyond certain volume limits.

You may contact us at support@apifiny.com to request larger limits. Apifiny may require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Apifiny does not guarantee that we will raise your limits.

APPENDIX C: E-SIGN DISCLOSURE AND CONSENT

This policy describes how Apifiny delivers communications to you electronically. We may amend this policy at any time by providing a revised version on the Apifiny Sites. The revised version will be effective at the time we post it. We will provide you with prior notice of any material changes via the Apifiny Sites.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Apifiny Account and your use of Apifiny Services. Communications include:

  • Terms of use and policies you agree to (e.g., the Apifiny User Agreement, Privacy Policy, API Terms), including updates to these agreements or policies;
  • Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
  • Responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting them on the Apifiny Sites, emailing them to you at the primary email address listed in your Apifiny profile, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

  • A device with an Internet connection;
  • A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
  • A valid email address (your primary email address on file with Apifiny); and
  • Sufficient storage space to save past Communications or an installed printer to print them.

Updating your Information

It is your responsibility to provide us with a true, accurate and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if Apifiny 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, Apifiny will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting our support team at support@apifiny.com.

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