Apifiny Asset Network User Agreement.

From time to time, we may update this Agreement. If we do, we will note near the top of this page the date that any changes are made and/or when they become effective. You should review the Apifiny Website and revisit this Agreement on a regular basis, as revised versions will be binding upon you. Specifically, the version of this Agreement in effect at the time of your specific access to the Apifiny Website or an Apifiny Service shall be the version that governs that specific access to such website or service. Your continued access to, browsing or use of the Apifiny Website or any of the Apifiny Services after the effective date of such changes to this Agreement will tell us that you agree to those changes. If you do not agree to the revised version of this Agreement, (i) you are not authorized to access or use the Apifiny Website or Apifiny Services and you must disconnect from and not use the Apifiny Website and Apifiny Services, and (ii) your sole and exclusive remedy is to terminate your use of the Apifiny Services and close your Apifiny Account (as defined below). You are not authorized to change this Agreement in any manner.

You acknowledge and agree that not all services will be available to all users in all jurisdictions. The Apifiny Website and Apifiny Services are not directed to and may not be used by any person or entity in any jurisdiction where the direction to or use of the Apifiny Website or Apifiny Services is not permitted, including, without limitation, the Restricted States (as defined below) and Restricted Countries (as defined below). As a condition of your access to and use of the Apifiny Website and Apifiny Services, you represent and warrant that you will not use the Apifiny Website or Apifiny Services for any purpose or from or in any jurisdiction that is prohibited by this Agreement or is in violation of any applicable laws and regulations.

To be eligible to use the Apifiny Services:

(a) you must be (i) at least 18 years old or (ii) a legal entity or other organization with full capacity to execute this Agreement; and

(b) you must not be a resident of, or domiciled in, or, if you are an entity, have principal offices or any operations in, or other connections with, any of the following states within the boundaries of the U.S.: Alaska, Colorado, Connecticut, Hawaii, Kentucky, Maine, Michigan, New Mexico, New York, Ohio, and Pennsylvania (each, a “Restricted State”); and

(c) you must not be a resident of, or domiciled in, or, if you are an entity, have principal offices or any operations in, or other connections with, any of the following countries: Algeria, Bangladesh, Bolivia, China, Cuba, Egypt, Iran, Iraq, Libya, Mali, Morocco, Nepal, North Korea, Pakistan, Syria, South Sudan, Somalia, Sudan, Jordan, Ukraine, Venezuela, Yemen, and Zimbabwe (each, a “Restricted Country”).

The list of Restricted States and Restricted Countries is subject to change at any time. In the event a state or country becomes a Restricted State or Restricted Country, respectively, Apifiny may, in its sole discretion, terminate your access to the Apifiny Services (or any portion thereof) if we determine or believe that you are a resident of or are domiciled in or that you have principal offices or any operations in, or other connections with, such state or country, as applicable. In such event, Apifiny will use good faith efforts to provide you with notice of such termination via email (at the primary email address listed in your Apifiny Account profile), a notification on the Apifiny Website, or other means that Apifiny deems appropriate.

You represent and warrant that:

• you will use your true legal name and true electronic mail address, and only provide true, accurate and complete information on the Apifiny Website;
• you will not impersonate another person or entity or misrepresent your affiliation with another person or entity, such as by using another person’s or entity’s username, password or other account information or another person’s or entity’s name, likeness, image or photograph;
• you are at least 18 years of age, or the legal age of majority where you reside;
• you have all requisite rights and authority to use the Apifiny Website and Apifiny Services and to enter into this Agreement;
• the performance of your obligations under this Agreement will not violate, conflict with, or result in a default under any other agreement, including, without limitation, confidentiality agreements between you and third parties;
• the information and any other content that you may provide using the Apifiny Website or Apifiny Services does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; complies with all applicable local, state, provincial, national and other laws, rules and regulations; and does not violate this Agreement; and
• you have the right to provide to Apifiny the information and any other content that you may provide using the Apifiny Website or Apifiny Services.

5.1 Registration of Apifiny Account. To use the Apifiny Services, you must register for an account on the Apifiny Website (an “Apifiny Account”) and provide information about yourself as prompted by the account registration form or as we may otherwise request, including, without limitation your name and other personal information. Each time you provide us with information, whether as a part of the account registration process, or for verification of your identity, or for any other purpose, you warrant and represent that you are providing your true legal name and true electronic mail address, and only providing to us true, accurate and complete information. You agree to notify us immediately of any change in any information that you provided to us. We may, in our sole discretion, refuse to open an Apifiny Account for you, or suspend, revoke or terminate your account after opening for any or no reason.

5.2 Identity Verification. As part of the registration process for your Apifiny Account, you agree to provide us with the information we request for the purposes, among other things, 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 are not authorized to use Apifiny Services without first completing the verification procedures required by Apifiny. 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 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 will and hereby do explicitly consent and authorize us to (i) share such information with our affiliates, subsidiaries, and parent companies, which may be in jurisdictions other than Australia, Singapore and the United States, (ii) transmit such information to such other jurisdictions, and (iii) 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 deem necessary based on the results of such inquiries. When we carry out 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.

You agree that Apifiny may, and may permit others to, use, copy, display, reproduce, distribute, modify, translate, remove, analyze, and prepare derivative works based upon, the information that you provide in connection with your use of the Apifiny Website for purposes of providing to you the Apifiny Website and Apifiny Services and as otherwise described in this Agreement and the Apifiny Privacy Policy.

6.1 General. Your Apifiny account (“Apifiny Account”) allows you access to the following Apifiny Services: (i) one or more hosted digital asset wallets (each, a “Digital Asset Wallet”) that allow users to transfer, track and store digital assets (“Digital Assets”) that are supported by us (“Supported Digital Assets”), and (ii) a Digital Asset exchange platform that allows for the trading of Supported Digital Assets for other Supported Digital Assets, accessible at Apifiny.com (or such successor website as we may designate from time to time), or through an API or mobile application that we may make available from time to time (the “Marketplace”). Eligible participants may also access Apifiny’s Apifiny Connect and HEX products as described herein.

6.2 “AS IS” Status. By accepting this Agreement, including, without limitation, through the use the Apifiny Services, you understand, acknowledge and agree that the Apifiny Services are being made available on an “AS IS” or “AS AVAILABLE” basis, and that 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 AND LOSSES ASSOCIATED WITH YOUR USE OF THE APIFINY SERVICES, INCLUDING, WITHOUT LIMITATION, ANY AND ALL 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.

6.3 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 is a non-exhaustive list of some (but not all) risks associated with Digital Assets. 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 the person or entity investing 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 foreseeable or unforeseeable reasons. Participants in any Digital Asset market must pay close attention to their positions 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 may 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 at one point in time 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 any notice to you and without your consent.
• Legal Risks. The legal characterization of certain Digital Assets may be uncertain. This can mean that the legality of holding or trading Digital Assets is not always clear, and may be subject to legal requirements or restrictions. Whether and how one or more Digital Assets constitute property, or assets, or rights of any kind may also be unclear under applicable law. You are responsible for knowing and understanding how Digital Assets will be addressed, regulated, and taxed under, and for complying with, applicable law.
• Operational Risks. Apifiny may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in, or problems accessing or using, the Marketplace or other Apifiny Services. You agree to accept the risk of transaction failure for any reason, including, without limitation, transaction failures that result from unanticipated or heightened technical difficulties, including, without limitation, 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. This reliance by Apifiny may increase the operational risks related to the Apifiny Services, in part, as a result of 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, without limitation, 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 others to provide, such as Apifiny’s Australian, Singaporean and/or U.S. partners, or its or their respective affiliates and which may include non-Singaporean and/or non-U.S. entities. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT APIFINY AND THE APIFINY PARTIES (AS DEFINED BELOW) 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 WILL AND HEREBY DO RELEASE APIFINY AND THE APIFINY PARTIES FROM ANY LIABILITY TO YOU AND ANY THIRD PARTY FOR ANY LOSSES ARISING FROM YOUR INSTRUCTIONS OR FROM SUCH THIRD PARTY EXCHANGES, INCLUDING, WITHOUT LIMITATION, ANY ASSETS LOST BY SUCH THIRD PARTY EXCHANGES.

6.4 Consent to Communications. You acknowledge the importance of communication between Apifiny and you during your use of the Apifiny Services and you will and hereby do 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.

6.5 Feedback. During the use of Apifiny Services, you may be asked to provide feedback regarding your use of the Apifiny Services. If you submit a comment, suggestion or any other material (“Feedback”) to Apifiny related to the Apifiny Website or the Apifiny Services (excluding any illegal content), you will and hereby do assign to Apifiny all ownership in and to such Feedback and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also will and hereby do grant to Apifiny a perpetual, irrevocable, royalty-free, paid-up, world-wide, non-exclusive right and license, with the right to grant sublicenses through multiple tiers, to use, display, reproduce, modify and distribute the Feedback in whole or in part, in any and all media, whether alone or together or as part of any material of any kind or nature in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. Without limiting any of the foregoing, Apifiny will have the right to use, copy, display, perform, distribute, modify and re-format Feedback, and incorporate Feedback into any product or service (including the Apifiny Services), in any manner that Apifiny may determine, without any obligation of confidentiality, attribution or compensation to you. By submitting Feedback, you represent and warrant to Apifiny that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.

6.6 Limitations on Use. Limitations specific to any Apifiny Service may be contained in the Apifiny Website (or certain portions thereof). 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.

6.7 Modification or Termination by Apifiny. Apifiny reserves the right to modify, terminate and suspend the operation of the Apifiny Website and Apifiny Services (or any portion thereof) without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

7.1 General. Upon Apifiny’s 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 Website, Apifiny Services 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 once it has been broadcast to a Digital Asset network. The Digital Asset Wallet is only for use with those Digital Assets that Apifiny, in its sole discretion, decides to designate as Supported Digital Assets. The Digital Assets that Apifiny decides to support may change from time to time without notice to you. Under no circumstances may you use, or attempt to use, your Digital Asset Wallet to transfer or store Digital Assets in any form that is not then Supported Digital Assets. Apifiny assumes no responsibility or liability in connection with any attempt to use Apifiny Services for Digital Assets that Apifiny does not then support.

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

APIFINY ACCOUNTS AND ANY OTHER ACCOUNT YOU MAY HAVE WITH US (AND ANY DIGITAL ASSETS HELD IN ANY SUCH ACCOUNT) ARE NOT BANK ACCOUNTS OR DEPOSIT ACCOUNTS. APIFINY 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). YOU ACKNOWLEDGE AND AGREEMENT THAT DIGITAL ASSETS HELD BY US ARE NOT INSURED BY US OR ANY GOVERNMENT AGENCY.

7.2 Digital Asset Storage & Transmission Delays. Apifiny’s systems are designed to securely store 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.

7.3 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, without limitation, 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, and Apifiny will have no obligation to be involved in the resolution of such dispute.

7.4 Modified Protocols. Unless specifically announced on the Apifiny Website 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 that supplement or interact with a Supported Digital Asset (collectively, “Modified Protocols”). You agree not to use your Apifiny Account to receive, request, send, store, or engage, or to attempt to receive, request, sent, store, or engage, in any other type of transaction involving a Modified Protocol. The Apifiny Services are not configured to detect and/or secure Modified Protocol transactions and Apifiny assumes absolutely no responsibility whatsoever in respect to Modified Protocols.

7.5 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 (sometimes referred to 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 whatsoever in respect of any such transferor, sender or related network.

7.6 Operation of Digital Asset Protocols. In order to be completed, proposed transactions may need to be confirmed and recorded in associated blockchains. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We therefore cannot and do not ensure that any transaction instructions that you submit via the Apifiny Services will be confirmed and processed. Apifiny does not own, control or operate any underlying software protocols that govern the operation of Supported Digital Assets. 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 that (i) Apifiny is not responsible for operation of the underlying protocols and Apifiny makes no guarantee, representation or warranty as to the functionality, security, or availability of such protocols, and (ii) the underlying protocols are subject to sudden changes in operating rules (also known as “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Asset you store in your Digital Asset Wallet. In the event of a fork, you agree that Apifiny may suspend Apifiny operations (in whole or in part, and with or without advance notice to you) and that Apifiny may, in its sole discretion, decide whether or not to support (or cease supporting) all or any 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.

7.7 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, or an event that Apifiny perceives as an actual or threatened attack, as determined in its sole discretion, including but not limited to: (i) if Apifiny determines or 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 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 DUE TO APIFINY’S NEGLIGENCE OR FAILURE TO PROVIDE THE PROPER SECURITY.

7.8 Fiat currency in your Account. Your Apifiny Account (and any available assets held in such account) is not a bank account or a deposit account. We hold your fiat currency deposits in one or more omnibus bank accounts at U.S. depository institutions or at non-U.S. depository institutions in segregated custodial accounts (each such account, an “Omnibus Account”). Each Omnibus Account is: (i) in our name and under our control; (ii) separate from our business and operating bank accounts; and (iii) established for the benefit of Apifiny customers. Funds held in an Omnibus Account are exclusively for the purchase of Digital Assets or withdrawals. Proceeds from the sale of any Digital Assets will be credited to the appropriate Omnibus Account, less any transactional or other fees. You will not have direct access to any of such assets. You agree that any assets held in an Omnibus Account do not bear or pay interest to you, and that you are not entitled to the income (if any) from the holding and maintenance of your funds. In the event a depository institution does pay interest on any amounts in any Omnibus Account, you agree that such interest belongs solely to Apifiny and you will and hereby do authorize Apifiny to deduct such interest from the balance of your deposits in the applicable Omnibus Account. Each Omnibus Account may be established as a non-FDIC insured U.S. bank account or a depository account at a non-U.S. bank subject to local laws. Therefore, there may be a risk of loss of these funds associated with solvency of the U.S. bank or the non-U.S. bank holding such funds, or other factors.

8.1. Third Party Exchanges. 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.

8.2 Apifiny Connect. Eligible users may utilize APIs made available by Apifiny from time to time to access Apifiny Connect, a platform that allows users to access various third party exchanges and preposition their assets at such exchanges. If you utilize Apifiny Connect, you acknowledge and agree that (i) 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, (ii) transfers to and from any particular exchange are subject to transfer limits that may be posted on the Apifiny Website from time to time, and (iii) 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.

8.3 HEX. In addition to various exchanges provided to users through Apifiny Connect, eligible users may have access to the order book of Apifiny’s own exchange, known as “HEX”. You acknowledge and agree that, in executing Orders through the HEX exchange, (i) Apifiny or an Apifiny affiliate will act as your counterparty, meaning it will act as seller when you buy Digital Assets, and as buyer when you sell Digital Assets, (ii) Apifiny will not be your agent or broker, (iii) Apifiny’s role may present a conflict of interest between you and Apifiny, (iv) Apifiny may enter into transactions for its own account in Digital Assets with third parties (such as market makers and liquidity providers), including to hedge its own exposure to transactions with customers (including yourself) and/or manage its inventory of Digital Assets for customer transactions, (v) although you will have no direct relationship with these third parties, Apifiny’s transactions with such third parties may affect the bid and offer price listed by Apifiny on the HEX exchange, and (vi) Apifiny may enter into arrangements with market makers, liquidity providers or other market participants that give Apifiny a financial or other incentive to transact with such persons, for the benefit of Apifiny, which may also affect the bid and offer price listed by Apifiny on the HEX exchange.

8.4 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 values of Digital Assets displayed on the Apifiny Website or through the Apifiny Services 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.

8.5 Order Books. The Marketplace offers an order book for various Digital Asset trading pairs (each, an “Order Book”) from various exchanges. You should 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, including HEX, 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 will and hereby do release Apifiny and the Apifiny Parties from any liability for any losses or damages you may incur due to such partial Order Book.

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

For Apifiny Connect users, please note that transferring your Account Assets to a particular exchange, including HEX, will limit your ability to place Orders on another exchange. All Orders for a particular exchange must be fully funded by your Account 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 Apifiny determines or believes is 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 Apifiny 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 Digital Asset Transactions before placing an Order, and (z) neither Apifiny nor any Apifiny Party shall have any liability to you or any third party whatsoever for canceling and/or not processing an Order placed by you, including, without limitation, as a result of such Order not being fully funded.

You agree to 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 Digital Asset 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 Apifiny Account balance or will not be available to conduct other Digital Asset Transactions. Apifiny reserves the right to delay or cancel any Digital Asset Transaction if Apifiny determines or believes there is 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 and its affiliates may transact through designated accounts on the Marketplace (“Corporate Accounts”) for various purposes, including, but not limited to, inventory management for retail sales, corporate digital asset needs (such as payroll etc.) against the users of Marketplace. To the extent that a Corporate Account transacts on the Marketplace, the Corporate Account (i) will not have any special priority and will be subject to the same price-time priority described in the Trading Rules posted on Apifiny’s website, (ii) will trade only on Market Data available to all other users, and (iii) will not access any non-public data of other clients of the Marketplace.

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

8.7 Reporting. Apifiny may make certain reports available to you, some of which may be made available only upon queries submitted by you in the manner designated by Apifiny. You acknowledge and agree that (i) such queries may take significant time to run and may be delayed, and (ii) 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 and agree 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 further acknowledge and agree that all reports may contain incomplete, stale, or other incorrect information, and you will and hereby do waive any and all claims you may have against Apifiny and the Apifiny Parties for any damages or losses that arise from, or are related to, the reporting you receive from Apifiny or your use of or inability to use any such report.

8.8 Deposits. Subject to compliance with applicable law, this Agreement and Apifiny policies, you may fund your Apifiny Account by depositing into your Apifiny Account a Supported Digital Asset from an external Digital Asset address. 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.

8.9 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.

8.10 Withdrawal Fees. Apifiny may charge you a fee on for using certain Digital Asset deposit, withdrawal ,or transfer methods. All such fees will be displayed in your Apifiny Account or in our fee schedule from time to time.

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

8.12 Trading Fees. You agree to pay to Apifiny 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 AND AGREE THAT FEES MAY BE INCLUDED IN THE PRICES OF CERTAIN DIGITAL ASSETS. The disclosures on the fee schedule and the Apifiny Website are hereby incorporated by reference herein.

8.13 Trading Account Use. You agree and represent that you will use the Marketplace, Market Data and/or Apifiny Connect only for yourself as account owner, and not on behalf of any third party, unless you have obtained prior written approval from Apifiny. You agree not to sell, lease, furnish or otherwise permit or provide access to your Apifiny Account to any other entity or to any individual who or 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, a 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, without limitation, identifiers, permissions, passwords, and security codes associated with your Apifiny Account.

8.14 Market Makers. You acknowledge, agree, and accept that: (i) one or more market makers (which may include, without limitation, affiliates or related corporations of Apifiny acting in such capacity) may be appointed by Apifiny to promote liquidity in the Marketplace, and any such market maker may enter into any Digital Asset Transaction with you as your counterparty; (ii) market makers may also maintain positions in various Digital Assets as part of their market making activities, including, without limitation, positions in Digital Assets that are contrary to your positions; and (iii) under no circumstances shall Apifiny or any Apifiny Party be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity as a result of the market making activities of the market makers.

8.15 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 your obligation to pay fees or other amounts owed 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, and in the event that your Apifiny Account is suspended, such block on withdrawals and placement of further Orders will continue until resolution of the issue giving rise to such suspension or the cancellation of your Apifiny Account.

8.16 No Warranty. We do not guarantee, represent or warrant that (i) the Marketplace and/or its constituent Apifiny Accounts, APIs, mobile application and related services, will be available without interruption or errors, (ii) you will have continuous access to the Marketplace or its constituent Apifiny Accounts, APIs, mobile application or related services, (iii) there will be no delays, failures, errors, omissions or loss of transmitted information, or (iv) 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. NEITHER APIFINY NOR ANY APIFINY PARTY WILL HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM INTERRUPTIONS OR DOWNTIME.

8.17 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.

8.18 Debts. Apifiny reserves the right to debit your Apifiny Account and/or to withhold amounts from Digital Asset amounts that you may transfer from your Apifiny Account as needed to satisfy outstanding amounts that you owe to Apifiny hereunder.

9.1 Limited License. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-assignable, personal license, subject to the terms of this Agreement, to access and make personal use of the Apifiny Website, and related content, solely for reviewing content and purchasing Apifiny Services and such other purposes as may be explicitly approved by Apifiny from time to time. You agree you will not, and will not authorize or permit any other person or entity to, copy, reproduce, transmit, distribute, sell, resell, license, sublicense, assign, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit for any commercial purpose any of the Apifiny Website, Apifiny Services or content, in whole or in part, without first obtaining Apifiny’s express written approval.

9.2. Ownership Of Intellectual Property. You acknowledge and agree that Apifiny and its licensors (and each of their respective successors and assigns) own the copyrights, trademarks, service marks, and trade dress rights to all materials and content displayed on, or available from or through the Apifiny Website or Apifiny Services (including, without limitation, visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of the Apifiny Website and Apifiny Services) (collectively, the “Apifiny IP”). You may not reproduce, modify, create derivative works based upon, display, frame, perform any Apifiny IP, or publish, distribute, disseminate, transmit, broadcast or circulate any such Apifiny IP to any third party (including, without limitation, displaying or distributing any Apifiny IP using a third party website) without Apifiny’s prior written consent, except for the use of Apifiny IP as necessary to use in the normal course, as an end user, the Apifiny Website or an Apifiny Service for its intended purposes. Apifiny retains and reserves all rights that are not expressly granted in this Agreement. In particular, no license, rights of use and/or interest, ownership or title of or to any kind of Apifiny IP is granted and all know-how, patents, trademarks, tradenames, designs, copyrights, manufacturing or business secrets and all other intellectual property embodied therein or related thereto will at all times remain the exclusive and unrestricted property of Apifiny and its affiliates and licensors. Without limiting the generality of the foregoing, “Apifiny” and all other trademarks, service marks, logos and other indicia of original (collectively, “Marks”) that are related to or displayed in or on the Apifiny Services or the Apifiny Website are either trademarks or registered marks of Apifiny or its licensors, and you may not copy, imitate or use any Mark without Apifiny’s prior written consent. You acknowledge and that you do not and will not have, and you will and hereby do disclaim, any right, title or interest in or to any property or product or intellectual property developed from or on behalf of Apifiny or any of its affiliates, or in connection with any of the Apifiny Services, including, without limitation, any U.S. or foreign copyrights, patents or other intellectual property.

9.3 Website Accuracy. Although we intend to provide accurate and timely information on the Apifiny Website and through the Apifiny Services, the Apifiny Website and Apifiny Services (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 agree to verify all information before relying on it, and all decisions based on information contained on the Apifiny Website or Apifiny Services are your sole responsibility and we shall have no liability for such decisions.

9.4 Privacy; Third Party Content.

The Apifiny Website Privacy Policy is available on Apifiny’s website. This Privacy Policy may change from time to time, so review it with regularity and care. The Privacy Policy governs how the information that you provide from your use of the Apifiny Website or Apifiny Services may be collected, used and disclosed by Apifiny. By using the Apifiny Website or Apifiny Services, you consent to this collection, use, and disclosure by Apifiny.

The Apifiny Website or Apifiny Services may include, among other things, content provided by third parties and may also contain links to third party sites (collectively, “Third Party Content”). Apifiny does not take responsibility for Third Party Content. You understand and agree that (i) links to Third Party Content may be provided as a convenience but are not controlled by us, and (ii) we are not responsible for, and generally do not approve or monitor, any aspect of the information, content, or services contained in any Third Party Content or on any third party sites accessible through or linked to the Apifiny Website or Apifiny Services.

You acknowledge and agree that third party sites may have different privacy policies and terms and conditions than Apifiny. Apifiny does not verify, make any representations or take responsibility for such third party sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed or any other activities conducted on or through such third party sites. You should carefully review the privacy policy and terms and conditions of each website you visit. Apifiny is not responsible for the content or privacy practices of such third party sites.

UNDER NO CIRCUMSTANCES WILL APIFINY BE LIABLE IN ANY WAY FOR ANY THIRD PARTY CONTENT OR ANY THIRD PARTY SITES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR OTHERWISE TRANSMITTED VIA THE APIFINY WEBSITE.

9.5 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 or any Apifiny Party responsible for, and will indemnify Apifiny and the Apifiny Parties from, any liability arising out of or related to any act or omission of any third party with access to your Apifiny Account.

9.6 Prohibited Use. In connection with your use of the Apifiny Website or Apifiny Services, and your interactions with other users, and third parties you agree, warrant and represent that you will not engage in any Prohibited Business or Prohibited Use, each as defined under Appendix B. 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 or believe, in our sole discretion, that your Apifiny Account is or may be associated with a Prohibited Use and/or a Prohibited Business.

9.7 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. 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 successfully completed Enhanced Due Diligence.

9.8 Suspension and Termination by Apifiny. Apifiny may suspend or terminate your access to all or any part of the Apifiny Website and/or the Apifiny Services (including, without limitation, with respect to a particular Order) at any time and for any reason. Without limiting the generality of the foregoing, 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 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 (at the primary email address listed in your Apifiny Account profile) unless a court order or other legal process or applicable law prohibits Apifiny from providing you with such notice. You acknowledge and agree 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 to you the details of its risk management and security procedures. In the event of suspension or termination, you are no longer authorized to access or use the Apifiny Website or Apifiny Services that are subject to such suspension or termination, and you shall have no recourse and neither Apifiny nor any Apifiny Party shall have any liability as a result of any such suspension or termination.

NONE OF APIFINY, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS, JOINT VENTURERS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE “APIFINY PARTIES”) ARE 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, NOR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY TERMINATION OF YOUR ACCESS TO ANY PART OF THE APIFINY WEBSITE OR APIFINY SERVICES OR THE MARKETPLACE IN ACCORDANCE WITH THIS AGREEMENT.

9.9. Cancellation of Account by You. You may choose to cancel your Apifiny Account at any time by contacting Apifiny via the contact information below. If you cancel your account, your information that was collected via the Apifiny Website may be deleted, however you will no longer be permitted to access or use the Apifiny Services. Notices should be sent to: support@apifiny.com.

9.10 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.

9.11 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 agree to 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 also agree to not send unsolicited email to a user through the Apifiny Services.

9.12 Password Security; Contact Information. You are solely responsible for your account, your contact information and other information made available through your account or otherwise via the Apifiny Website. 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. You will not share any of the foregoing information with any other person. You will be entirely responsible for the conduct of any person using the Apifiny Website or accessing your account through use of your log-in information. 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 Apifiny 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 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, you agree to contact customer support immediately at support@apifiny.com.

9.13. Security of Communications. Apifiny is committed to maintaining the security of the data you provide us and will take reasonable precautions to protect your personal information. However, there is always some risk in transmitting information over the Internet. Because the Apifiny Website is provided through the Internet, you agree that when you use the Apifiny Website, your communications may be intercepted by others. For this reason, Apifiny cannot guarantee the security and privacy of transmissions via the Internet, and you agree that we will not be liable for any lack of security relating to the use of the Apifiny Website by you. You agree that you will not hold Apifiny or any Apifiny Party liable for any damages resulting from any loss of privacy or security occurring in connection with any communications over such networks.

9.14 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.

9.15 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 Apifiny 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.

9.16 API. Your use of the API provided by Apifiny is subject to the API Terms posted on Apifiny’s website, 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 an 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.

10.1 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 agree to immediately report your claim to us by contacting support@apifiny.com.

10.2 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 11.3 below, each party will be responsible for any other fees or costs, such as attorney fees that it may incur. If a court decides that any provision of this section 10.2 is invalid or unenforceable, that provision shall be severed and the other parts of this Section 10.2 shall still apply. In any case, the remainder of this Agreement will continue to apply.

11.1 DISCLAIMER OF WARRANTIES.

YOU ACKNOWLEDGE AND AGREE THAT THE APIFINY SERVICES ARE PROVIDED BY APIFINY 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 APIFINY 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. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11.2 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 Website to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

11.3. Release; Indemnification. You agree to indemnify and hold Apifiny and the Apifiny Parties harmless from and against any claim, action, proceeding or demand and all liabilities, assessments, losses, costs (including, without limitation, attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) and damages arising out of or related to (i) your actions, including, without limitation, information you submit, post, transmit, or make available via the Apifiny Website or Apifiny Services, or failure to safeguard your passwords or other account information, (ii) your use, misuse, or inability to use the Apifiny Websites, the Marketplace and/or the Apifiny Services, (iii) your instructions, including, without limitation, any Order or any instruction to initiate Digital Asset Transaction, (iv) your breach of this Agreement, (v) your violation of any law, rule or regulation, or the rights of any third party, and (vi) any taxes that you may be responsible for under this Agreement.

To the maximum extent permitted by applicable law, you will and hereby do discharge, acquit, and otherwise release Apifiny and the Apifiny 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 Websites, the Marketplace, and/or 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 Websites, the Apifiny Services 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 Websites, unavailability of the Apifiny Websites, its functions and/or the Apifiny Services and any other technical failure that may result in inaccessibility to the Apifiny Websites, 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 Websites, 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 the Apifiny Parties, 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 will and hereby do 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 will and hereby do waive such statute or doctrine to the extent permissible under applicable law.

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

11.5 Limitation of Liability; No Warranty. IN NO EVENT SHALL APIFINY OR ANY OF THE APIFINY PARTIES 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 DIGITAL ASSET 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 WEBSITE 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 DIGITAL ASSET 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 WEBSITE, ANY PART OF THE APIFINY SERVICES, OR ANY OF THE CONTENT 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 Apifiny Website or through the Apifiny Services. 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 11.5 are intended to apply only to the extent permitted under New Jersey law.

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

11.7 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, and their respective successors and permitted assigns.

11.8 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.

11.9 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.

11.10 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 Website, indemnities, confidentiality obligations, proprietary rights, disclaimers, and limitation of liability, disputes with Apifiny, and general provisions, shall survive the termination or expiration of this Agreement.

11.11 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.

11.12 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, pandemics, epidemics, 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.

11.13 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.

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 Websites. 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 Websites.

Electronic Delivery of Communications

You agree and consent to the use of electronic documents and records, and to receive electronically all communications, agreements, documents, notices and disclosures and other electronic documents and records in connection with your registration for or other use of the Apifiny Website and Apifiny Services and for all future documents and records in connection with the Apifiny Website—including without limitation this electronic signature and disclosure notice that we provide in connection with your Apifiny Account and your use of Apifiny Services (collectively, “Communications”). You also agree that such use of electronic documents and records satisfies any requirement that we provide you in writing any documents, records or other Communications and obtain your written consent to such use of electronic documents, records or other Communications.

Communications include, without limitation:

• Terms of use and policies you agree to (e.g., this 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 Apifiny Account.

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

Your proceeding with the Apifiny Account signup process or the use of the Apifiny Website or Apifiny Services indicates your acceptance of this notice. If you do not agree to such use of electronic documents and records, do not accept this Agreement.

You may obtain a paper copy of such document or information, but Apifiny may charge you a fee for such paper copies. You may withdraw your consent to the use of electronic documents and records, but if you do so, Apifiny may terminate its relationship with you and you will no longer be permitted to purchase or access Apifiny Services or the Apifiny Website.

Hardware and Software Requirements

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

• A device that is capable of accessing the Internet and has an Internet connection;
• An Internet browser that supports HTML 4.0 and 128-bit encryption with cookies enabled;
• Software that permits you to receive and access Portable Document Format or “PDF” files;
• 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

You may update your contact information at any time on the Apifiny Website. 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.

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 Apifiny Account to do or engage in 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; any activity or conduct that violates this Agreement or any other guidelines or policies made available by Apifiny;
• Abusive Activity: Actions that 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 Website that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Apifiny Website, other Apifiny Accounts, computer systems or networks connected to the Apifiny Website, through password mining or any other means; use Apifiny Account information of another party to access or use the Apifiny Website, 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; alters, damages, or deleted any content provided by Apifiny or others, or removes or modifies any copyright or ther intellectual property notices that appear on the Apifiny Website or Apifiny Services;
• 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;
• 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.

As a registered money services business, we are required to identify users on our platform. This ensures we remain in compliance with KYC/AML (Know Your Customer/Anti-Money Laundering) 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, among other things: (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.