Terms of Use

These Terms of Use, as amended, supplemented or replaced from time to time, is a contract between you and LabyrinthX Digital Technologies Limited (“EXN“), a company limited by shares incorporated in Labuan (Company No.: LL18211), and they apply to your use of the Services and the operation of your Account.

EXN is licenced by the Labuan Financial Services Authority to carry on a money-broking business and operate a payment system (both as defined under section 86 of the Labuan Financial Services and Securities Act 2010) (Licence Number: MB/23/0110).

By accessing or using the Website or accessing, downloading, using or clicking “I agree” to any of the Services made available by EXN or any of its affiliates through the website (http://exn.exchange) or EXN’s applications, you agree that you have read, understood, accepted and would be legally bound by, all of the terms and conditions contained in these Terms of Use, any and all schedule(s) or addendum(s) that we may include from time to time and any and all other documents, materials or information incorporated by reference into these Terms of Use and/or such schedule(s) or addendum(s), in each case as amended, supplemented or replaced from time to time (collectively referenced herein as “these Terms” or “Agreement“). References in this Agreement to “EXN”, “we”, “our” or “us”, are to EXN, and references to “you” or “your” are to the person with whom EXN enters into this Agreement.

Documents, materials and information which are incorporated by reference into this Agreement include but are not limited to:

Privacy Policy (https://exn.exchange/privacy-policy); and
Onboarding Forms.

If any of the terms or conditions in this Agreement is unacceptable to you, please do not use or access the Website or any of the Services.

Specifically, please read and fully understand the Risk Disclosure Statement. You should be aware that the risk of suffering losses in trading or holding Assets (as defined in clause 1 below, and which includes Digital Assets) can be substantial. The value of Assets (including Digital Assets) can go up or down and there can be a substantial risk that you would suffer losses by buying, selling, holding, or investing in Assets (including Digital Assets). You should carefully consider whether trading or holding Assets (including Digital Assets) is suitable for you in light of your financial condition.

EXN reserves the right, at our sole and absolute discretion, to amend, supplement or replace any or all of these Terms at any time. EXN will provide notice of these changes by updating the revised Terms on the webpage https://exn.exchange/terms-conditions. Any and all changes to this Agreement will be effective immediately upon being published on the Website or such other timing as we may specify in writing. Please check these Terms regularly for updates or changes. Your continued access or use of the Website or use of the Services acts as acceptance of the amended Agreement and your agreement to be bound by the revised Terms. If you do not agree to any changes to this Agreement, please stop using the Website and the Services.

Interpretations and Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the following meanings:

“2FA” means two-factor authentication.

“Account” means any account opened and maintained with EXN for the purposes of procuring any Services, which will include a Collateral Wallet.

“Agreement” has the meaning ascribed to it in the recital above.

“Applicable Laws” means any and all applicable laws, statutes and regulations, and any and all directives, notices, guidelines codes, practice notes, circulars, policy statements, rules, ordinances, orders, requests, requirements, judgements, decrees or writs (in each case whether or not having the force of law) of any governmental, regulatory or judicial body or agency having jurisdiction over any of the parties to this Agreement or any of the subject matters of this Agreement.

“App” means the user interface that is implemented in the form of a desktop, web-based or mobile application from which the Platform and/or a Service can be accessed.

“Assets” means any Digital Asset, asset, product or fiat currency that is available for trading on the Platform.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the Federal Territory of Labuan.

“Clearly Erroneous Transaction” has the meaning given to it in Clause 8.2(d) below.

“Collateral” means any Digital Asset, asset, product or fiat currency EXN may accept as collateral from time to time.

“Collateral Wallet” has the meaning given to it in Clause 3.2(a) below.

“Collateral Wallet Services” has the meaning given to it in Clause 3.2 below.

“Digital Asset” means any digital asset including but not limited to digital tokens or cryptocurrencies, which is issued, stored and/or transferred based on a blockchain network, including any part or fraction thereof.

“Dispute Notice” has the meaning given to it in Clause 12.5 below.

“Email Account” has the meaning given to it in Clause 14.3 below.

“Enhanced Due Diligence” has the meaning given to it in Clause 4.3 below.

“EXN” has the meaning ascribed to it in the Recital above.

“EXN Materials” has the meaning given to it in Clause 16.3 below.

“Indemnified Person(s)” has the meaning given to it in Clause 16.1 below.

“Identity Verification Information” has the meaning given to it in Clause 4.2 below.

“Instruction” means any instruction, request or order given to EXN in relation to the operation of any Account or to execute any Transaction, through such medium and in such form and manner as EXN may require, and includes any instruction, request or order to revoke, ignore or vary any previous instruction, request or order in respect of any Account or Transaction.

“Irrevocable Order“, has the meaning given to it in Clause 7.2(b) below.

“Liquidity Provider” means a price source external to EXN that is constantly providing bid and offer prices on EXN;

“Network Fees” has the meaning given to it in Clause 7.10 below.

“Officer” has the meaning given to it in Clause 12.2(a) below.

“Order” means an instruction from a User to buy or sell supported Asset(s) using, or in exchange for, Collateral.

“Platform” means the platform that provides trading services to Users as described in Clause 3.1(a) below.

“Security Breach” has the meaning given to it in Clause 14.4 below.

“Services” means the Trading Services, Collateral Wallet Services, and any other services that EXN may make available from time to time.

“SMS” means short messaging services.

“these Terms” has the meaning ascribed to it in the recital above.

“Third Party Content” has the meaning given to it in Clause 18.2 below.

“Third Party Sites” has the meaning given to it in Clause 18.2 below.

“Trade Data” has the meaning given to it in Clause 17 below.

“Trading Services” has the meaning given to it in Clause 3.1 below.

“Transaction” means any sale, purchase, sending, receipt or transfer of, or any other transaction in, Assets or Collateral as EXN may from time to time permit to be carried out on the Platform or otherwise, and includes, without limitation, topping-up or withdrawal of Collateral to or from a Collateral Wallet.

“Transaction Fee” has the meaning given to it in Clause 7.3 below.

“Transaction History” has the meaning given to it in Clause 11.2 below.

“U.S.” means the United States of America and a “U.S. Person” means any of the following:

a United States citizen;
a United States resident; meaning (i) a green card holder, or (ii) an individual physically present in the U.S. for 31 days in the current calendar year and 183 days during the three (3) year period that includes the current year and the two (2) years immediately before that, counting: (I) all the days present in the U.S. in the current year, (II). 1/3 of the days present in the U.S. in the first year before the current year, and (III) 1/6 of the days present in the U.S. in the second year before the current year; or (iii) an individual designated a resident for U.S. tax purposes; or (iv) an individual with a U.S. mailing address or U.S. telephone number;
a corporation partnership or entity organised or existing under the laws of any state territory or possession of the U.S.;
an estate or trust of which any executor, administrator or trustee is a U.S. Person;
an agency or branch of a foreign entity located in the U.S.;
a discretionary or non-discretionary account held by a fiduciary for the benefit or account of a U.S. Person;
a non-U.S. partnership, corporation or entity owned or controlled by a U.S. Person (ownership of 10% or more by a U.S. Person); or
a partnership, corporation or entity with a U.S. mailing address or U.S telephone number.

“User” means any individual, corporation, legal person, entity or other organisation who is using the Services.

“Website” means EXN’s website at https://exn.exchange.

“Web Interface” means the user interface that is implemented in the form of a web page, and accessible through a web browser.

Eligibility

2.1. To be eligible to use any of the Services, the following conditions must be satisfied at all times:

you are an individual, legal person or other organization with full legal capacity and authority to (i) access and use the Services, and (ii) enter into and deliver, and perform your obligations under this Agreement, and any other agreement(s) entered into pursuant to, or in connection with, these Terms;
(in the case of an individual) you are at least 18 years old or of legal age to form a binding contract under all Applicable Laws, and have full mental capacity to enter into this Agreement, and any other agreement(s) entered into pursuant to, or in connection with, these Terms, and to make decisions regarding your investments or transactions;
you have not previously been suspended or removed from using our Services;
you are not a U.S. person or a resident of Malaysia, Democratic People’s Republic of Korea, Iran, Democratic Republic of Congo, Yemen, Sudan, South Sudan, Somalia, Libya, Iraq, Central Africa Republic and other jurisdictions which we may determine from time to time;
you are not an individual or entity sanctioned by the United Nations Security Council or any authority or is otherwise residing in a sanctioned jurisdiction;
you are not an individual or entity named on the list made by the Minister of Home Affairs of Malaysia under the section 66B (1) of the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (Act 613);
you are not prohibited from using our Services by any Applicable Laws;
all of your representations and warranties set out in this Agreement and any and all agreement(s) entered into pursuant to, or in connection with, these Terms, being true, accurate, correct and complied with in all respects at all times;
you have performed and discharged, or will perform and discharge, all of your covenants, agreements, obligations or undertakings under this Agreement and any and all agreement(s) entered into pursuant to, or in connection with, these Terms; and
if you are entering into this Agreement on behalf of a legal entity of which you are an employee, agent or representative, you have all necessary rights, power and authority to bind such legal entity to these Terms.

2.2 EXN shall have the right to terminate, suspend or restrict your access to your Account(s), as well as take any other action as we deem fit, in the event that you are not, or are no longer, eligible to use the Services.

Services and Fees

3.1. Trading Services. The following services (the “Trading Services“) may be provided to you by EXN:

a trading platform (“Platform“) which enables you to (i) purchase Assets using Collateral, or (ii) sell Assets for Collateral; and
any other services that EXN may make available in relation to Assets from time to time, as determined in EXN’s sole discretion.

3.2 Collateral Wallet Services. In connection with the operation of the Platform, the following services (“Collateral Wallet Services”) may be provided to you by EXN:

a hosted digital account on the Platform to store information on your Collateral (“Collateral Wallet“); and
certain services enabling you to top up and withdraw Collateral into or from your Collateral Wallet.

No interest will accrue or be payable on any Collateral in your Collateral Wallet.

In order to provide you with best execution and pricing, EXN may source liquidity from third party Liquidity Providers (“Liquidity Improvement”). Collateral deposited with EXN may be deposited with such Liquidity Providers in order to facilitate the Liquidity Improvement. Collateral deposited with the Liquidity Providers will be separated from, and not commingled with, EXN’s assets with the Liquidity Provider, used only for Liquidity Improvement, and not used for EXN’s own purposes or trading. You acknowledge and agree that your Collateral may be placed with such Liquidity Providers. While EXN takes reasonable efforts in selecting Liquidity Providers, any deposits with Liquidity Providers are subject to the credit risk of the Liquidity Provider and under no circumstances shall any of the Indemnified Parties be responsible or liable to you or any other person or entity for any Collateral placed with Liquidity Providers or for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, the depositing of any Collateral with Liquidity Providers or the Liquidity Improvement.

3.3 Assets. Assets may be held in your Account or, as part of Liquidity Improvement, with third party Liquidity Providers for certain periods. Assets held with the Liquidity Providers will be separated from, and not commingled with, EXN’s assets with the Liquidity Provider, used only for Liquidity Improvement, and not used for EXN’s own purposes or trading. You acknowledge and agree that your Assets may be held with such Liquidity Providers. While EXN takes reasonable efforts in selecting Liquidity Providers, any deposits with Liquidity Providers are subject to the usual commercial risk of the Liquidity Provider and under no circumstances shall any of the Indemnified Parties be responsible or liable to you or any other person or entity for any Assets held with Liquidity Providers or for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, the holding of any Assets with Liquidity Providers or the Liquidity Improvement.

3.4 Other Services. In addition to the Trading Services and Collateral Wallet Services, EXN may make available other Services from time to time, to persons deemed to be eligible for such Services in EXN’s sole and absolute discretion, which shall be subject to such terms and conditions as may be prescribed by EXN and/or published on the Website.

3.5 Lawfulness of use of Services. You represent and warrant to EXN at all times that you have informed yourself of any and all legal and regulatory requirements, restrictions and prohibitions applicable to your use of the Services, and you would fully comply with all such requirements, restrictions and prohibitions. These legal and regulatory requirements, restrictions and prohibitions would include, without limitation, any foreign exchange controls or restrictions, or tax consequences applicable to your use of the Services.

3.6 Availability of Services. EXN has sole and absolute discretion without prior notice to you or any other Users in determining whether or not it would make available some or all of the Services in any jurisdiction.

3.7 Fees. A list of EXN’s fees can be found on https://exn.exchange/fees. EXN shall have sole and absolute discretion to adjust from time to time the fees chargeable to you in connection with the Services, which shall be binding on you if you continue to maintain your Account or use the Services after the effective date of fee adjustment. You agree to pay EXN any and all prevailing fees charged by EXN from time to time in connection with the provision or use of the Services.

Account Setup

4.1 Registration of Account. To use the Services, you will need to register for an Account by:

completing and submitting the EXN onboarding forms;
selecting a password or other credential as we may specify; and
accepting the terms and conditions of this Agreement.

We may, in our sole and absolute discretion, refuse to open an Account for you.

Each registration is for a single User. You are fully responsible for all activities that occur under your Account. If there is any use of your Account in breach of these Terms, EXN shall have the right, without prejudice to any of its rights or remedies under Applicable Laws, to terminate, suspend or restrict your access to your Account, terminate the provision of all or part of the Services to you, as well as take any other action as EXN deems fit.

4.2 Provision of information and customer due diligence. You agree to provide us with any and all information, documents and/or materials that we may from time to time request for purposes of registering or maintaining your Account, performing customer due diligence, identity verification or screening, or providing Services to you. Such information, documents and materials may include, without limitation, personal data, for the purposes of performing customer due diligence, identity verification and/or screening, and the detection of money laundering, terrorist financing, fraud, or any other financial crime on our Services (“Identity Verification Information“). The Identity Verification Information that we may request include, but is not limited to, your: name, email address, contact information, telephone number, username, government issued ID, date of birth and any other information, documents and/or materials that would facilitate our compliance with Applicable Laws. We will collect, use, disclose and/or process the Identity Verification Information in accordance with our Privacy Policy.

In providing us with your Identity Verification Information or any other information, documents and/or materials that we may from time to time request, you confirm (a) the accuracy and authenticity of all such information, documents and materials, and (b) you have not withheld any information, document or material that may influence our evaluation of you for the purposes of registering or maintaining your Account or providing Services to you.

By signing up for an Account, you hereby authorise us to make inquiries, whether directly or through third parties, that we consider necessary to perform customer due diligence, verify your identity or perform screening, or to protect you and/or us against fraud or other financial crimes, and to take any action that we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your Identity Verification Information and other information, documents and materials provided by you may be disclosed to credit bureaus, fraud prevention or financial crime agencies, operators of commercial databases or such other third-party background screening or identity verification operators, law enforcement agencies or other competent authorities.

Any failure on your part to comply with any of the above requirements will constitute a breach of these Terms and we shall have the right to terminate, suspend or restrict your access to your Account(s), terminate the provision of all or part of the Services to you, as well as take any other action as we deem fit.

4.3 Enhanced Due Diligence. You agree to provide us with any additional or other information, documents and/or materials about yourself or your business, have face to face meetings with representatives of EXN or take any other action as we may require for purposes of performing enhanced due diligence on you (the foregoing processes, “Enhanced Due Diligence“) so that we may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of the Services.

4.4 Updating Identity Verification Information. Post-Account opening, you must ensure that the Identity Verification Information provided to us continues to be truthful, complete and up-to-date. You agree and undertake to keep us updated in writing if any of the information you provided to us changes, or if there is any change in circumstance that may cause any such information to be provided to become outdated, false, inaccurate or incomplete, and also undertake to provide any other additional documents, materials and information as may be required by us.

Failure to do so constitutes a breach of these Terms, which may result in immediate termination, suspension or restriction of your access to your Account or all or part of our Services at our sole discretion.

4.5 Access. To access your Account(s) or the Services, you must have the necessary equipment (such as a computer or smartphone) and the associated access to the internet. Your Account(s) or the Services can be accessed directly using the Website and/or the App or by such other mode of access as EXN may prescribe from time to time. The use of the Website, the App and any other mode of access may be subject to such additional terms and conditions as may be prescribed by EXN.

You are only permitted to access your Account(s) using your Account(s) login credentials and other required forms of authentication. We may require multi-factor authentication to keep your Account(s) safe and secure. As a result, you may be required to use at least two forms of authentication when accessing your Account(s) and performing certain operations in your Account(s). Forms of multi-factor authentication in addition to your login credentials may include authentication applications and/or security tokens. We reserve the right in our sole and absolute discretion, without prior notice to you or any other Users, to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your verification data to a third-party service provider in order to help us authenticate you.

4.6 Account usage and third-party access. You must ensure that Account(s) registered under your name will not be used by any other person. Any breach of security, loss, theft or unauthorised use of your username, password or security information must be notified to us immediately. EXN reserves the right to terminate, suspend or restrict your access to any Account(s) if there is reasonable suspicion by us that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent or unauthorised purposes. Notwithstanding that EXN may in its sole and absolute discretion consent to your Account being used by your approved third party, you acknowledge and agree that your granting of permission to a third party to take specific actions on your behalf shall not relieve you of any of your responsibilities under this Agreement. You shall be fully responsible and liable for all acts or omissions of any third party with access to your Account (whether or not authorised by you) and any action of such third party referable to your access credentials shall be considered to be an action authorised by you.

Representations, Warranties and Undertakings

5.1 You hereby represent, warrant and undertake to EXN at all times that:

you have full power, authority and capacity to (i) access and use the Platform and/or the Services and (ii) enter into and deliver, and perform your obligations under, this Agreement and any other agreement(s) entered into pursuant to, or in connection with, these Terms;
this Agreement and any other agreement(s) entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
you are not a citizen or resident, or a company or other legal entity incorporated in a geographic area, in which the use of the Services or the purchase, ownership, receipt or possession of the Assets (including the receipt of any rights and benefits in connection with the Assets) is prohibited by any Applicable Laws;
all the activities that you carry out during the use of the Services, and any purchase, ownership, receipt and/or possession of Assets or Collateral, is in compliance with the requirements of all Applicable Laws, including (i) legal capacity and any other threshold requirements in the applicable jurisdiction for such purchase, ownership, receipt and/or possession of Assets or Collateral; (ii) any foreign exchange or regulatory restrictions applicable to such purchase, ownership, receipt and/or possession; and (iii) any governmental or other consents that may need to be obtained;
any purchase of Assets you make using the Services is made using Collateral which are from legitimate sources, and which do not constitute the proceeds of criminal conduct, or realisable property, or the proceeds of terrorism financing or property of terrorists, and are not derived from or related to any unlawful activities;
all documents, materials and information you have provided to EXN are true, accurate, complete and up-to-date in all respects;
you shall not use the Services for engaging in any market manipulation or misconduct, regardless of whether such activity is prohibited by Applicable Laws;
you shall not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Website or the Services or in any way reproduce or circumvent the navigational structure or presentation of the Website or the Services to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Website or the Services; (ii) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or the Services or EXN’s systems or networks or any systems or networks connected to the Services; (iii) use any device, software, or routine to interfere with the proper working of the Website or the Services or any transaction conducted on the Services, or with any other person’s use of the Services; (iv) use an anonymising proxy; (v) use any robot, spider, other automatic device, or manual process to monitor or copy our Website or App without our prior written permission; or (vi) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers; and
you shall not use any data, information, documents and/or materials from EXN for the purposes of:

(i) exchange services that use price or other data or information from EXN;

(ii) data feed or data stream services that make use of any price or other data or information from EXN; or

(iii) any other websites, applications or services that commercially monetise price or other data or information.

5.2 Should you breach any of the above representations, warranties and/or undertakings, EXN reserves the right to take any action against you or your Account(s), including but not limited to:

blocking or suspending the execution of your Orders, Irrevocable Orders and/or Transactions;
suspending or terminating your Account(s);
reporting the incident or breach to the relevant authorities;
publishing the alleged breach and actions that have been taken; and/or
deleting any information you published that is in breach of the representation, warranty and/or undertaking.

Top-ups and withdrawals to/from Your Collateral Wallet

6.1 Top-up methods. You may top up your Collateral Wallet with Collateral using the following methods:

transfer from your bank account for top-ups of fiat currency; or
such other payment methods as we may provide on our Platform from time to time.

For top-ups of fiat currency by way of transfer from your bank account, your Collateral Wallet will not be credited with the top-up amount until after the bank transfer has cleared, usually within three (3) Business Days. Once received in our bank account, we will exercise commercially reasonable endeavours to credit your top-up funds into your Collateral Wallet by the next Business Day. If such funds have not been reflected in your Collateral Wallet after the next Business Day, please contact us by dropping us a support ticket with the details of your top-up request.

6.2 Provision of accurate deposit information. To top up your Collateral Wallet, you must follow our instructions properly and provide to us accurate information which we require to process the top up. If you fail to follow our instructions properly or fail to provide the correct information, then you may face delays in the crediting of the relevant Collateral into your Collateral Wallet. Additionally, you agree that we shall have the right to charge you additional fees for processing a top up request where inaccurate information has been provided to us.

6.4 Top-up Minimum Amounts and/or Limits We may, in our sole and absolute discretion, impose minimum top-up amounts, and/or limits on the amount or types of Collateral you can top-up into your Collateral Wallet. Do note that where we receive any amounts which are less than the minimum top-up amounts and/or in excess of the top-up limits, we reserve the right not to credit such excess amounts to your Collateral Wallet, but instead withhold such amounts until you have transferred additional amounts to satisfy the minimum top-up amount, or withdrawn/ refund the excess amount.

Should you wish to top up Collateral into your Collateral Wallet exceeding the limits, please contact us. We will review your request on a case-by-case basis, and may (but we are not obliged to) increase your limits of such Collateral Wallet.

6.5 Top-up fees and bank fees. We reserve the right to charge you a fee for top-ups of any amount to your Collateral Wallet, or pass on any fees charged to us by third-party service providers in connection with the funding of your Collateral Wallet. In addition, you may also be charged a fee by the third-party service provider that operates your funding source, and/or gas or network fees by the relevant token blockchain network. Any fees imposed by your third-party service provider / token blockchain network will not be reflected on the transaction screens containing information regarding applicable fees. You are solely responsible for paying any fees imposed by a third-party service provider / token blockchain network on you. Bank fees charged to EXN in connection with transfers of funds to or from your Collateral Wallet are netted out of transfers to or from EXN. We will not process a transfer if associated bank fees or gas or network fees exceed the value of the transfer. You may be required to deposit additional Collateral to cover bank fees and/or gas or network fees if you desire to complete such a transfer.

6.6 Withdrawal Methods. You may withdraw your fiat currency in your Collateral Wallet through transfer to your bank account.

When a withdrawal request for fiat currency is received from you, EXN shall process the request and complete the withdrawal request by submitting instructions to the relevant bank or third party Liquidity Provider (if applicable) for the funds to be transferred to your bank account or blockchain address (the “Withdrawal Processing”). The Withdrawal Processing should be completed within three (3) Business Days.

Notwithstanding the above, under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any withdrawal instructions, withdrawal request or Withdrawal Processing.

6.7 Provision of Accurate Withdrawal Information. To withdraw Collateral from your Collateral Wallet, you must follow our instructions properly and provide to us accurate information which we require to process the withdrawal. If you fail to follow our instructions properly or fail to provide the correct information, then you may face delays in the withdrawal of Collateral from your Collateral Wallet.

6.8 Withdrawal Limits. We may, in our sole and absolute discretion, impose minimum withdrawal amounts, and/or limits on the amount of Collateral you can withdraw from your Collateral Wallet. We may in our sole and absolute discretion restrict or prohibit the withdrawal of Collateral in your Collateral Wallet to your bank account(s) or external blockchain address, and/or impose a limit on the amount of Collateral that may be transferred from your Collateral Wallet to your bank account(s) or external blockchain address(es).

Depending on, among other things, the degree to which you have verified your Account, we may limit your ability to withdraw the Collateral in your Collateral Wallet to your bank account or external blockchain address. Additionally, we may delay withdrawals of large sums of Collateral from your Collateral Wallet while we perform a risk review.

Should you wish to withdraw Collateral from your Collateral Wallet exceeding the limits , please contact us. We will review your request on a case-by-case basis, and may (but we are not obliged to) increase your limits.

6.9 Withdrawal Fees and gas or network fees. When withdrawing the Collateral in your Collateral Wallet, you will be charged the prevailing withdrawal fees. The fees for withdrawals may be adjusted by us from time to time in our sole discretion and without notice. Where gas or network fees are applicable for transfers of Collateral out of EXN, these fees will be deducted from Collateral remaining in your Collateral Wallet, unless there is insufficient Collateral remaining in your Collateral Wallet to cover the applicable gas or network fees, in which case the applicable gas or network fees will be deducted from the Collateral before the remaining Collateral is transferred to you.

6.10 Request for Information / Verification. We may require you to furnish us with certain information before we will effect deposits or withdrawals of Collateral from your Collateral Wallet. We will not effect any such transfer or accept such deposits if you fail to provide us with the requisite information or do not satisfactorily pass our verification checks.

6.11 Availability of top-up, withdrawal and payment methods. The availability of any method of top-up, withdrawal or payment depends on a number of factors, including, without limitation, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, the unavailability of any or all top-up, withdrawal or payment methods.

Buying and/or selling of Assets

7.1 Trading Services. The Platform enables you to buy, sell supported Assets in the following ways:

Purchase of Assets with Collateral balance – you may purchase supported Assets using the Collateral stored in your Collateral Wallet; and
Sale of Assets – You may sell supported Assets in your Account for Collateral. The proceeds from any sale of Assets will be credited into your Account.

To carry out any purchase or sale of Assets, you must follow the relevant instructions on the Website or App.

7.2 Orders and Settlement

You may place an Order to purchase or sell Assets on the Platform, subject to and in accordance with these Terms. Orders placed on the Platform may be executed on or outside of the Platform, including with Liquidity Providers. When you purchase or sell Assets on the Platform, you are not buying Assets from EXN or selling Assets to EXN. The Platform facilitates the purchase or sale between you and other Platform customers or Liquidity Providers (as the case may be), and you consent to execution of any Orders on your behalf with and/or by a Liquidity Provider.

The following terms apply in relation to Orders:

to place an Order, you must have an available amount of the relevant Collateral or Assets in your Account. We reserve the right not to accept your Order and/or effect any Transaction if you have insufficient Collateral or Assets in your Account(s) required to settle the Transaction and to pay all the fees associated with the Transaction;
if you place an Order to buy or sell a specified quantity of a supported Asset on the Platform and your Order is filled, whether partially or fully, such filled portion of your Order will become irrevocable (an “Irrevocable Order“) and the Platform will proceed to effect the settlement of the relevant Transaction by debiting and crediting the relevant Collateral and/or Asset balances in your Collateral Wallet and/or Account (as the case may be); and
you acknowledge and agree that there is no assurance or guarantee that any Irrevocable Order and/or Transaction will be entered into, completed and/or settled.

7.3 Transaction fees. Each purchase or sale of Assets is subject to a fee (a “Transaction Fee“). The applicable Transaction Fee will be displayed to you on the Platform prior to your Order confirmation and will be stated in the Order window on the Platform following your Order confirmation. We may adjust our Transaction Fees at any time. A full list of EXN’s fees can be found at https://exn.exchange/fees.

Transaction Fees are incurred immediately upon Order confirmation. Your Account balance on the Platform will reflect the amount in your Account net of the fees incurred and you authorise us to debit such amount of Transaction Fees from your Account based on our fee processing cycle. You acknowledge and agree that we will have a lien on the amount in your Account equal to the Transaction Fees incurred prior to our debiting such amount from your account. You also authorise us to convert any Collateral in your Account to fiat currency or such other asset as EXN may accept for payment of fees from time to time for payment of the Transaction Fees incurred by you.

7.4 Transaction Minimum or Maximum Amounts. We may, in our sole and absolute discretion without prior notice to you, impose minimum and/or maximum amounts of Assets that you may purchase or sell. Do note that this may mean that you may hold balances of Assets which you will not be able to sell if such balances are less than the minimum transaction amount.

7.5 Order Availability. We shall have the right to suspend or restrict your ability to place Orders at any time for whatever reason (including, without limitation, if there is a lack of liquidity in the Assets that you wish to transact in) or no reason whatsoever.

7.6 Processing Delays and Cancellation. While we strive to ensure that your Order, Irrevocable Order and/or Transaction would be processed as soon as practicable, there may be instances in which the processing of your Order, Irrevocable Order and/or Transaction is delayed or has to be cancelled due to whatever reason (including, without limitation, if there is any system, technical or operational issues that prohibits us from processing your Order, Irrevocable Order and/or Transaction) or no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any cancellation or delay in processing any Order, Irrevocable Order and/or Transaction.

7.7 Sending Digital Assets from your Collateral Wallet. You may send supported Digital Assets from your Collateral Wallet to supported blockchain addresses. We may in our sole and absolute discretion, without prior notice to you or any other Users, restrict or prohibit the transfer of Digital Assets from a Collateral Wallet to any blockchain address (including, without limitation, where such transfer is not in compliance with Applicable Laws), and/or impose a limit on the amount of Digital Assets that may be transferred from a Collateral Wallet to any blockchain address. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such transfer restriction, prohibition or limit imposed by EXN.

It is your responsibility to ensure that the blockchain address that is receiving any transfer of Digital Assets supports such Digital Assets. If you attempt to send Digital Assets from your Collateral Wallet to a blockchain address that does not support such Digital Assets, your Digital Assets could be lost forever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any transfer of Digital Assets to a blockchain address that does not support such Digital Assets.

Before we execute your Instruction to transfer Digital Assets from your Collateral Wallet, we may require you to authenticate and/or verify such Instruction via your registered email and/or your pre-selected form of multifactor authentication which we may make available to you from time to time. You agree to comply with all such requirements to authenticate and/or verify your Instructions.

7.8 Receiving Digital Assets into your Collateral Wallet. You may receive transfers of supported Digital Assets from supported blockchain addresses into your Collateral Wallet. We may in our sole and absolute discretion, without prior notice to you or any other Users, restrict or prohibit the transfer of Digital Assets to your Collateral Wallet from any blockchain address (including, without limitation, where such transfer is not in compliance with Applicable Laws), and/or impose a limit on the amount of Digital Assets that may be transferred from any blockchain address to your Collateral Wallet. Depending on the circumstances and Applicable Laws, we may at our sole discretion return the restricted or prohibited Digital Assets transferred to your Collateral Wallet back to the originating blockchain address. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, (i) any such transfer restriction, prohibition or limit imposed by EXN; and/or (ii) any returning of the transferred Digital Assets back to the originating blockchain address or delays or failure in returning of the transferred Digital Assets back to the originating blockchain address.

Your Collateral Wallet may receive only certain types of Digital Assets that are supported by EXN. Under no circumstances shall you attempt to use your CollateralWallet to store, request or receive any Digital Assets that we do not support. If you or any third party attempts to send any such unsupported Digital Assets into your Collateral Wallet, such unsupported Digital Assets could be lost forever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any transfer of unsupported Digital Assets to a Collateral Wallet.

If you do not receive in your Collateral Wallet any transfer of supported Digital Assets from a supported blockchain address within a reasonable time, your only recourse would be to contact the sender, and/or the party that operates the blockchain address from which the Digital Assets are to be sent. Under no circumstances shall any of the Indemnified Persons be responsible or liable for the failure of any transfer of Digital Assets made from a blockchain address.

7.9 Irreversibility of Digital Assets transactions. You acknowledge and agree that Digital Assets transactions cannot be reversed once they have been broadcasted to the relevant Digital Asset blockchain network.

7.10 Network Fees. We may charge network fees (“Network Fees“) to send supported Digital Assets from your Collateral Wallet to a blockchain address on your behalf. We will calculate the Network Fees at our discretion, although we will notify you of the applicable Network Fees before you may authorise the sending of the Digital Assets.

When you or a third party sends supported Digital Assets to your Collateral Wallet from a blockchain address, the person initiating the Transaction is solely responsible for executing the Transaction properly, which may include among other things, the payment of Network Fees in order for the Transaction to be completed successfully. Non-payment of Network Fees or insufficient balance to pay Network Fees may cause your Transaction to remain in a pending state. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any delay or losses incurred as a result of any error in your initiation or such third party’s initiation of a Transaction and we have no obligation to assist in the remediation of such Transactions.

7.11 Request for Information. You agree to furnish us with any information that we may request from you before we will effect transfers of supported Digital Assets from your Collateral Wallet to a supported blockchain address and/or accept supported Digital Assets into your Collateral Wallets which have been sent from a supported blockchain address. We may in our sole and absolute discretion refuse to effect a transfer of, or accept, any Digital Assets if you fail to provide us with the requisite information.

For transfers of supported Digital Assets into your Collateral Wallet from a supported blockchain address, we may require the sender to provide us with certain information before we are able to accept such Digital Assets. We may, in our sole and absolute discretion, decide to not to accept any Digital Assets if we fail to receive the requisite information from the sender.

7.12 Supported Assets. You acknowledge and agree that our Services are available to you only in connection with certain Assets that we support, and this may change from time to time.

7.13 Ending support of an Asset. We may in our sole and absolute discretion suspend or terminate our support for any Asset at any time. To the extent commercially reasonable in the circumstances, we will endeavour to provide you with prior written notice via email to the email address associated with your Account to announce the end of such support. If you do not sell or transfer away the relevant Assets from your Account before the date of suspension or termination of our support of such Assets, we reserve the right to sell and/or withdraw such Assets from your Account and credit your Collateral Wallet with the fiat currency value of the Assets at the time we effect the sale/withdrawal, less any fees that we may charge you in our sole and absolute discretion. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such suspension or termination of our support for any Asset.

7.14 Asset title. Unless otherwise expressly specified in this Agreement (including, without limitation, any and all schedule(s) and addendum(s) to this Agreement), all Assets held in your Collateral Wallet are held by EXN on a custodial basis. Among other things, this means:

as the owner of Assets in your Collateral Wallet, you shall bear all risk of loss of such Asset. Under no circumstances shall any of the Indemnified Persons have any liability for fluctuations in the fiat currency value of Assets held in your Collateral Wallet;
at any time, subject to outages, downtime, Applicable Laws, these Terms and EXN’s policies, you may withdraw Digital Assets held in your Collateral Wallet by sending it to a supported blockchain address; and
in order to more securely hold Users’ Digital Assets, we may use shared blockchain addresses, controlled by us, to hold Digital Assets held on behalf of Users and/or held on behalf of us. Users’ Digital Assets are segregated from our own Digital Assets by way of separate ledger accounting entries for Users’ and our accounts. Notwithstanding the foregoing, we shall not have any obligation to use different blockchain addresses to store Digital Assets owned by you and Digital Assets owned by other Users or by us.

Market Integrity

8.1 All Transactions are Final. Subject to Clauses 8.2 and 15.1 below, all Transactions are final and no User shall have the right to reverse or cancel any Transaction.

8.2 Reversal, cancellation, modification and/or disregard of Transactions. EXN may, in its sole and absolute discretion without prior notice to you or any other Users, reverse, cancel, modify and/or disregard any Transaction under any circumstance and for whatever reason or no reason whatsoever, including but not limited to where:

EXN is compelled to do so by any Applicable Law, including but not limited to where EXN is required to suspend or terminate a User’s Account;
due to any technical error, one or more Transactions do not occur as envisaged by EXN;
an Order or Irrevocable Order has been placed, and/or a Transaction has been entered into, by any User who, in EXN’s sole opinion, has engaged in abusive use of our Platform and/or Services, including any attempts at market manipulation;
an Order or Irrevocable Order has been placed, and/or a Transaction has been entered into, by any User which involves an obvious error with respect to price, quantity, or other parameters (“Clearly Erroneous Transaction“). In making a determination whether a Transaction is a Clearly Erroneous Transaction, EXN will take into account the circumstances at the time of the Transaction, the need to preserve the integrity of the market, Platform and/or Services, and the need to maintain a fair and orderly marketplace. The User agrees and understands that if EXN determines a Transaction to be a Clearly Erroneous Transaction, EXN may declare it null and void, in whole or in part, even if the User does not agree to cancel or modify it; and/or
for technical reasons or to maintain the proper functioning of the Platform and/or provision of Services, it would be, in EXN’s sole opinion, necessary or desirable to do so.

Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, EXN’s decision to reverse, cancel, modify and/or disregard any Transaction.

8.3 Preservation of Market Integrity. EXN shall have sole and absolute discretion, without prior notice to you or any other Users, to take any action to preserve the integrity of the market, Platform and/or Services. Such actions include, but are not limited to, the halting of trading, modifying risk-mitigating parameters, and/or restricting Users’ access to the Platform and/or Services.

8.4 Interruptions. If any technical reasons prevent or degrade Users’ ability to place or cancel Orders, or prevent or degrade access to the Platform, any Services, Desktop application, Web Interfaces, App, and/or any other systems or processes, then EXN may, in its sole and absolute discretion, without prior notice to you or any other Users, take one or more of the following actions (where applicable):

disable or suspend the depositing, withdrawing, sending, receiving or transferring of Collateral;
reverse, cancel, modify and/or disregard Orders, Irrevocable Orders and/or Transactions;
disable or suspend the ability to place new Orders;
disable or suspend any entry into, completion and/or settlement of any Transactions;
disable or suspend any sign-in to Accounts; and/or
disable or suspend access to the Platform, any Services, Web Interface, App, and/or any other systems or processes.

8.5 Halting of trading. EXN may, in its sole and absolute discretion, disable or suspend trading in any Asset due to whatever reason (including, without limitation, where there is a sudden and/or substantial movement in the market price of such Asset) or no reason whatsoever.

8.6 False Trading and Market Manipulation Prohibited. Users are strictly prohibited from engaging in any market manipulation, regardless of whether such market manipulation is carried out on the Platform or otherwise. Market manipulation is defined as any action(s) taken or procured to be taken, or any course of conduct, by any market participant or a person acting in concert with a participant(s) which is intended to, or does, or is likely to:

create a false impression or deceive or mislead other Users:

of active trading in any Assets on the Platform; or
with respect to the market for, or the price of, any Assets traded on the Platform; or

artificially control or manipulate the price or trading volume of any Asset, including but not limited to:

maintaining, inflating, depressing or causing fluctuations in the market price of any Asset; or
aid, abet, enable, finance, support, or endorse any of the above actions or outcomes.

Market manipulation specifically includes, without limitation, any front-running, wash trading, spoofing, layering, churning, and/or quote stuffing.

8.7 False or Misleading Statements. Users are prohibited from making false or misleading statements or disseminating any information, document or material that is false or misleading in a material particular and which is intended to, or does, or is likely to:

induce other persons to purchase, sell, or enter into Transactions in relation to, any Assets; or
have the effect (whether significant or otherwise) of raising, lowering, maintaining, stabilising or causing fluctuations in the price of any Assets.

8.8 Fraudulent conduct. Users are prohibited from engaging in any fraudulent conduct to induce or attempt to induce another person to deal or transact in Assets.

8.9 Manipulative or Deceptive Conduct. Users are prohibited from engaging in any manipulative or deceptive conduct in connection with the purchase or sale of, or Transaction in, any Asset.

Transactions

9.1 Error Correction. We may, in our sole and absolute discretion, reverse, cancel, modify and/or disregard any Order, Irrevocable Order and/or Transaction which, in our sole opinion, is erroneous, whether such error was caused by you, us or a third party or due to technical issues, system issues, software failure or otherwise. We provide no assurance or guarantee that any such error correction attempt will be successful. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such erroneous Order, Irrevocable Order and/or Transaction, or any attempt or failure to correct any of them.

9.2 Unauthorised Transactions. You are solely responsible for the control and use of your Account(s) and any Instruction sent from your Account(s) is deemed to be authorised and is binding on you. We are not obliged to verify the identity or authority of any person(s) using your Account(s) and we shall be at liberty to accept and place full reliance on any Instruction sent from your Account(s). If you notice any unauthorised or suspicious activity in your Account(s), you must notify us immediately, and provide us with a police report and any other information and documents as we may require.

9.3 Provision of Transaction Information. You must give us all documents, information and/or materials that we may from time to time request in relation to any of your Transactions (whether the Transaction has been completed or is uncompleted), and you permit us to keep a record of all such information, documents and materials in accordance with Clause 9.4 below.

9.4 Retention of Transaction Information. You agree to permit us to keep a record of all Trade Data and information, documents and materials relating directly or indirectly to any and all Transactions, including after the termination of your Account(s). We may, and you authorise us to, use and/or disclose all such Trade Data, information, documents and materials in our sole discretion to such parties and for such purposes as indicated in our Privacy Policy.

Your Instructions and Authorisations

10.1 Instructions. You are solely responsible for accurately entering any Instruction, including but not limited to all the necessary information in order to enable us to carry out any Instruction. EXN is not obliged to verify the accuracy or completeness of any such information or Instruction, or for monitoring or refusing to process duplicate Instructions.

Your Instructions shall be irrevocable and unconditional and shall be binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. Once you give any Instruction, you have no right to rescind or withdraw such Instruction without our written consent.

Your Instruction shall not be considered to be received by EXN unless and until it has been received by EXN’s server. Additionally, EXN’s records of all Instructions shall be conclusive and binding on you for all purposes.

10.2 Our Discretion. You acknowledge and agree that EXN may, in its sole and absolute discretion for any reason or no reason whatsoever, refuse to act upon or defer acting on any Instruction, or seek further information with respect to the Instruction.

Our communication with you

11.1 Account Communication. You agree and understand that all communication with you will be via email or any other method that we may prescribe from time to time. We will use the email address on record for your Account as our primary means of communicating with you. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to your email address on record shall be considered valid and binding for all purposes. Any electronic communication shall be considered to be received by you: (1) within 24 hours of such communication being posted on our Website or App; or (2) immediately upon our sending of an email to you. If any email communication is returned as undeliverable, we retain the right to block your Account(s) and access to the Services until you provide and confirm a new and valid email address.

11.2 Account History. Information on your past Transaction(s) (“Transaction History“) will be made available through the Website or App. Your Transaction History contains all of your trading activity on your Account. We will use commercially reasonable efforts to ensure that the information contained in the notices we send you and your Transaction History is reasonably accurate and reliable.

11.3 Account Review and Acknowledgment. It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices or communications sent by us. If for any reason you are unable to do so, or you do not receive our notices or communications, it is your responsibility to notify us immediately.

Your Feedback, Queries and Complaints, and Dispute Resolution

12.1 Contact EXN. If you have any feedback, questions, or complaints, you may contact us by submitting a support ticket on http://exn.exchange/support.

12.2 Complaints. If you have a disagreement or dispute with us arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) or the provision of Services, the Platform or the Website or App, you agree to contact our support team in the first instance to attempt to resolve such dispute by submitting a support ticket on http://exn.exchange/support. If we are unable to resolve the disagreement or dispute through our support team, you and we agree to use the complaints process set out in this Clause 12.2. You agree to go through this process before commencing any action as set out in Clause 12.5. If you do not follow the procedures set out in this Clause 12.2 before pursuing action under Clause 12.5, we reserve the right to refuse to participate in any arbitration that you have commenced unless and until you complete the following steps:

In the event of a dispute or disagreement which has not been resolved through your contact with our support team within 15 Business Days of our receipt of your support ticket, please submit a separate support ticket under the “complaints” tab citing your original ticket support number and describing the dispute or disagreement (hereinafter referred to in this Clause 12.2 as “complaint”), how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint form after you have submitted it as soon as practically possible. A customer relations officer (an “Officer“) will consider your complaint based on the information you have provided, and information in the possession of EXN.
Within 15 Business Days of our receipt of your complaint, the Officer will investigate the matter and use reasonable endeavours to address all points raised in your complaint by sending you an email. If the Officer is unable to respond to your complaint within 15 Business Days, the Officer will (unless prohibited by Applicable Laws) send you a holding reply indicating the reasons for a delay in answering your complaint and specifying a deadline which shall not be more than 60 Business Days of our receipt of your complaint by which the Officer will respond to your complaint.
Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution shall not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.

12.3 If we are unable to resolve the disagreement or dispute via the complaints process set out in Clause 12.2 above, you may escalate the disagreement or dispute via the dispute resolution processes set out in Clause 12.5 below.

12.4 You agree that you shall not commence any of the dispute resolution processes set out in Clause 12.5 below in relation to the whole or any part of the disagreement or dispute until the complaints process set out in Clause 12.2 has been completed, although nothing in Clause 12.2 or in Clause 12.5 shall be construed as preventing either party from seeking preservation, interim custody or other interim relief in any court of competent jurisdiction.

12.5 Dispute Resolution. For disagreements or disputes arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) or the provision of Services, the Platform or the Website or App, either you (provided you have completed the complaints process in Clause 12.2 above and such disagreement or dispute has not been resolved through such process) or we may refer the disagreement or dispute to arbitration as set out in this Clause. Such disagreement or dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference to this Clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The Tribunal shall consist of 1 arbitrator.

Risk Disclosures; Assumption of Risks; Release of EXN for risks relating to Assets

Trading Assets, and use of other Services provided by EXN, involves significant risks and potential for financial losses. Please read, understand and acknowledge the Risk Disclosure Statement which sets out a non-exhaustive list of risks applicable to such activities.

You represent and warrant that you have (a) the necessary technical knowledge, expertise and ability to review and evaluate the security, integrity and operation of any Asset that you decide to acquire or trade; and (b) the requisite knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any Asset or Transaction. You accept the risk of trading Assets through the Platform, and are responsible for conducting your own independent analysis of the risks specific to the Assets and/or the Services. You should not acquire or transact in any Assets unless you have sufficient financial resources and can afford to lose the full value of the Assets. The risk of loss in trading Assets can be substantial. You should therefore carefully consider whether such trading is suitable for you in light of your circumstances and financial resources.

EXN’s provision of the services for the transfer, storage or trading of any particular Asset through the Services does not indicate EXN’s approval or disapproval of the Asset or the integrity, security or operation of the Asset or its underlying technology.

If you do not understand the risks relating to any Assets or trading in Assets, you should consult an independent legal and/or financial adviser. If after obtaining appropriate legal and/or financial advice from a qualified professional, you still do not understand such risks, then you should refrain from using the Services. EXN does not provide any investment, legal, regulatory or any other form of advice, and does not owe any fiduciary or other duties to you in connection with your use of the Services. You are required to rely solely on your own judgment in using the Services. EXN does not make any assurance or warranty about the suitability of any Assets for trading or ownership by you. By using any of the Services, you represent and warrant to EXN that you are solely responsible and liable for any Transaction that you enter into through the Platform and/or the Services.

Security

14.1 Account and Password Security. In order to access the Services, Users are required to provide an email address and create a password. We may offer second factor authentication through a 2FA application that we may determine from time to time in our sole and absolute discretion.

You must keep your Account and security details safe at all times. For example, passwords need to be safeguarded and not shared or made visible to others. You should never allow remote access or share your computer screen with someone else when you are logged on to your Account. We will never, under any circumstances, ask you for your passwords, or 2FA / personal identification number (PIN) codes or otherwise seek to access your computer. You should never provide any such details to any third party.

14.2 Safety and Security of Your Computer and Devices. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, malware or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. You should also be aware that short message service (SMS), other text messaging services and email services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from us.

You should always log into your Account through the Website or App to review any Transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.

14.3 Email Security: You shall keep the email account associated with your Account (“Email Account“) secure against any attacks and unauthorised access. You are required to notify EXN immediately if you have knowledge or have reason for suspecting that the security of your Email Account has been compromised or if there has been any unauthorised use of your Email Account.

14.4 Security Breach. If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or us (any such events, a “Security Breach“), you must:

notify our support team as soon as possible by email at: support@exn.exchange
continue to provide accurate and up-to-date information to us throughout the duration of the Security Breach; and
take any steps that we may require to mitigate, manage or report any Security Breach.

Suspension, Termination and Cancellation

15.1 EXN’s Right to Suspend, Terminate, Cancel Etc. You agree that EXN shall have the right in its sole and absolute discretion, without prior notice to you or any other Users, to (a) refuse to act upon any Instruction, (b) refuse to complete or block, reverse, cancel, modify and/or disregard any Order, Irrevocable Order and/or Transaction you have authorised or instructed, (c) immediately suspend, terminate or restrict your access to your Account and/or freeze or lock the funds and/or Collateral and/or Assets in your Account, (d) suspend, terminate or restrict your access to any of the Services, and/or (e) refuse to transmit information or Instructions to third parties, for any reason or for no reason whatsoever, including, without limitation, where:

i. we are, in our sole opinion, required to do so by any Applicable Law;

ii. we reasonably believe that we need to do so in order to protect our reputation;

iii. you have not complied with, or we reasonably suspect you of acting in breach of, any terms, conditions or provisions in this Agreement;

iv. we detect any unusual activity in or unauthorised access to your Account;

v. we have determined or suspect that any Transaction is erroneous, unauthorised, fraudulent or unlawful or we suspect your Account or the Services are being used in a fraudulent, unlawful or unauthorised manner;

vi. use of your Account is subject to any pending litigation, investigation, or government proceeding, or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account;

vii. we have determined or suspect that you have directly or indirectly registered any Account in another person’s name;

viii. any information that you have provided to us is untruthful, inaccurate, outdated or incomplete;

ix. the Agreement has been amended, and you are unwilling to accept any of the terms, conditions or provisions of the amended Agreement;

x. you have requested that we terminate or suspend the provision of any Services to you; or

xi. any other circumstance has arisen where we consider it necessary to terminate or suspend any of the Services.

If we receive notice that any Collateral or Assets in your Account are alleged to have been stolen or otherwise are not lawfully possessed by you, we may, but shall have no obligation to, freeze such Collateral or Assets and/or suspend your Account. If we freeze some or all of your Collateral or Assets and/or suspend your Account, we may continue to do so until such time as the allegation, investigation or dispute has been resolved and evidence of the resolution acceptable to us has been provided to us in a form acceptable to us. We have no obligation to involve ourselves in any such allegation, investigation or dispute or the resolution of such allegation, investigation, or dispute.

You acknowledge and agree that our decision to take certain actions, including suspending, terminating or restricting your access to your Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security protocols to you.

Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any of the Indemnified Persons’ action or inaction in accordance with the terms of this Clause 15.1.

15.2 Your Termination. You may terminate your Account at any time by withdrawing all balances and submit a close account request to exn-ops@exn.exchange. You will not be charged for terminating your Account, although you will be required to pay any outstanding amounts owed to us (if any), and agree that you will continue to be responsible and liable for all debts and obligations related to your Account even after it is closed. You authorise us to cancel or suspend any outstanding and uncompleted Orders, Irrevocable Orders and/or Transactions following the submission of your request to terminate your Account.

Indemnification and Exclusion of Liability

16.1 Indemnification. You agree to indemnify and hold harmless (a) EXN, (b) EXN’s shareholders, subsidiaries, affiliates and related corporations and entities, and (c) the officers, directors, employees, representatives, agents, suppliers and service providers of all the persons and entities described in (a) and (b) ((a), (b) and (c) collectively, the “Indemnified Persons“) from and against any and all claims, actions, proceedings, investigations, demands, suits, fines, penalties, costs, charges, expenses (including legal fees and disbursements, costs of investigation, interest and penalties), damages, losses and liabilities which the Indemnified Persons may incur, suffer or which may be made against them as a result of, in relation to, and/or arising out of (i) your use of, or conduct in connection with, the Services; (ii) your breach of this Agreement or our enforcement of this Agreement; (iii) your violation of any Applicable Laws; or (iv) any act, omission, negligence, breach, offence or default committed or attributable to you.

16.2 Exclusion of Liability. Without prejudice to other provisions in these Terms, EXN shall have no liability to you or to any other person for any act done or omitted to be done in the course of, or in connection with, the performance, discharge or purported discharge of EXN’s duties, functions, responsibilities and/or obligations under these Terms. Without prejudice to the generality of the foregoing, in no event will EXN have any liability whatsoever to you for any claims for damages made against you by third parties, regardless of the basis on which you are entitled to claim damages, whether based on contract, tort or any other legal or equitable grounds.

Without prejudice to other provisions in these Terms, the Indemnified Persons shall not be liable to any person (even if the Indemnified Persons may have been advised of, or otherwise might have anticipated, the possibility of such loss, damages or expenses) for any losses, liabilities, damages, costs or expenses (including any direct, indirect, incidental, special, consequential or punitive losses or damages or economic loss or any claims for loss of profits or loss of use) whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly from or in connection with the Platform, any Account, any Collateral Wallet, the Services, any Assets, any Collateral, or any of the following:

any breach of or delay or failure to comply with these Terms by any Indemnitee, or any action taken by, or any inaction of, any Indemnitee in connection with these Terms or any applicable law;

any claim made by any person on the basis of these Terms;

any negligent act or omission or wilful default, misconduct or fraud or unlawful act of any Indemnitee;

any suspension, interruption or closure of the Platform, any Account, any Collateral Wallet or any Services;

the exercise or non-exercise by an Indemnitee of any decision-making power or discretion;

any determination, decision or ruling of any Indemnitee;

any failure, error, omission or negligence of any Indemnitee (including the malfunction of the Platform, Account or Collateral Wallet);

any use, misuse or inability to use the Platform, Account, Collateral Wallet, Collateral or Assets;

any technical, system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros;

any failure by you to implement reasonable measures to secure your Account or Collateral Wallet or the relevant access credentials or any loss of or unauthorised use of any access credentials;

any technical or system failure of the Platform, Account, Collateral Wallet or any relevant blockchain that EXN is associated with and using for digital asset or token transfers;

any actions taken by, or any suspension, closure or failure of, any of our Liquidity Providers, payment providers, custodians or banking partners (collectively, “Payment Ecosystem”) or any Liquidity Provider’s Payment Ecosystem; or

any claim by any third party against any of the Indemnitees arising from the circumstances specified in any of the sub-clauses above.

Notwithstanding any other provision of these Terms, at no time shall any Indemnified Person be liable or responsible to any person for any and all pure economic loss, loss of profits, fall in the price of Assets, equitable compensation, loss of business, or other direct, indirect or consequential losses whatsoever and howsoever caused (including whether or not resulting from any negligence, fraud or wilful default on the part of any Indemnified Person) which arise out of or in connection with these Terms.

Without prejudice to the foregoing paragraphs of this clause 16.2, in no event will the liability of the Indemnified Parties arising out of or in connection with this Agreement and the Services exceed the amount of Transaction Fees paid by you to EXN under this Agreement in the six (6) month period immediately preceding the event giving rise to such liability.

16.3 Disclaimer of Warranties. To the maximum extent permitted under applicable law, the Services and any materials, product, service or other item provided by or on behalf of EXN and/or its affiliates in connection with the Services (“EXN Materials“) are provided on an “as is” and “as available” basis and EXN expressly disclaims, and you waive, any and all other warranties of any kind, whether express, statutory or implied, oral or in writing, including, without limitation, warranties of merchantability, adequacy, accessibility, fitness for a particular purpose, title or non-infringement of third party rights or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, EXN does not represent or warrant that the site, the Services and/or EXN Materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and/or access of the Services.

You accept the risk that any information transmitted or received through the Platform, Website, the Services, your Account or Collateral Wallet may be accessed by unauthorised third parties, and that transactions over the internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet. EXN shall assume no responsibility whatsoever for any loss or expense resulting from such delays, interruptions and/or interceptions.

Intellectual Property

Subject to your continued compliance with the terms and conditions of these Terms, EXN provides to you a revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Website and the Services on your computer or other internet compatible device as EXN may prescribe from time to time solely for your personal, internal and non-commercial use only. Unless otherwise expressly permitted in writing by EXN, you are not permitted to use the Services for any resale or commercial use including to place trades on behalf of another person or entity. All such use is expressly prohibited and shall constitute a material violation of these Terms. All rights not expressly granted under these Terms are hereby reserved. Accordingly, you are hereby prohibited from using the Website and the Services in any manner that is not expressly and unambiguously authorized by these Terms.

These Terms provide only a limited license to access and use the Website and Services. Accordingly, you hereby agree that EXN transfers no ownership or intellectual property right, interest or title in and to the Website and the Services or any EXN intellectual property to you or anyone else in connection with your use of the Website and the Services. All intellectual property rights, title and interests in and to the Website and the Services, including without limitation any text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Website or the Services are exclusively owned, controlled, and/or licensed by EXN or its affiliates or licensors.

You represent, warrant and undertake to us, at all times that you shall not (i) violate EXN’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; or (ii) modify, reproduce, duplicate, copy, download, store, distribute, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any proprietary notices or labels, license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works of, or otherwise exploit the Website or the Services, or any portion of the Website or the Services.

Links to the Website or the Services or any portion thereof are not permitted without the prior written consent of EXN.

All rights, title and interests in and to any Transaction data, and/or any feedback, suggestions, ideas, or other information or materials regarding EXN or the Services that you provide, whether by email, through the Website, the Services, your Account or otherwise (collectively, “Trade Data“) shall be vested at all times solely in EXN. If to any extent any part of the Trade Data shall at any time accrue to you by operation of law or howsoever otherwise, and whether vested, future or contingent, you hereby irrevocably assign all rights, title and interests in and to such Trade Data to EXN immediately upon the vesting of such Trade Data in you, such that EXN shall become entitled to all rights, title and interests in and to such Trade Data. You shall not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Trade Data or any modifications made to the Website or Services based on any Trade Data.

Without prejudice to the foregoing or any other rights under these Terms or at law, you further acknowledge and agree that EXN may use and/or disclose anonymised data, which is not in personally identifiable form, for data analytics and business improvement purposes.

Site Availability and Accuracy

18.1 Downtime and Maintenance. The Platform, Website, App and/or any of the Services may be periodically unavailable during scheduled maintenance or unscheduled downtime. None of the Indemnified Persons make any (and hereby disclaims any) representations or warranties regarding the Platform, Website, App and/or any of the Services including that a User will have continuous, uninterrupted or secure access to the Platform, Website, App and/or any of the Services.

Following any such scheduled maintenance or unscheduled downtime, when services resume, market conditions and prices may differ significantly from the market conditions and prices prior to such maintenance or downtime.

Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs by reason of, or arising from, or as a consequence of, any such scheduled maintenance or unscheduled downtime.

18.2 Third Party Access. Our Services and Website may from time to time contain links to third-party websites or services that are not owned or controlled by EXN (“Third Party Sites“) and/or display, publish or make available content that is provided by third parties (“Third Party Content“). You acknowledge and agree that EXN has no control over, does not endorse and assumes no responsibility for any Third Party Content and/or Third Party Site. Your access and/or use of, or reliance on, any Third Party Content and/or Third Party Site is entirely at your own risk, and we make no representations or warranties in connection with such Third Party Content and/or Third Party Sites. To the maximum extent permitted under applicable law, (i) you acknowledge and agree that under no circumstances shall any of the Indemnified Persons be responsible or liable, directly or indirectly, for any damage or loss in connection with your access and/or use of, or reliance on, any Third Party Content and/or Third Party Site; and (ii) you expressly waive any and all claims against all Indemnified Persons arising from your access and/or use of, or reliance on, any Third Party Content and/or Third Party Site.

Data Protection

It is a continuing condition of your access and/or use of the Services that you agree and consent to the terms of our privacy policy as amended from time to time, available at https://exn.exchange/privacy-policy/ (“Privacy Policy“), the terms of which are also incorporated into these Terms by reference and apply to your access and/or use of the Services.

You acknowledge and agree that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees, associates, or other individuals (if you are not an individual), in connection with these Terms and/or the Services. We will process this personal data in accordance with the Privacy Policy.

You represent, warrant and undertake to us that:

if in connection with your access and/or use of the Services, you provide us with the personal data of any third parties, such third parties have consented to the terms of the Privacy Policy, and to the collection, use, disclosure and/or processing of their personal data in accordance with the aforesaid; and
your disclosure to us of any personal data is in accordance with all applicable data protection and data privacy laws, and is complete, accurate, up to date and relevant when disclosed.

General

20.1 No Other Relationship or Advice. EXN is not acting in a fiduciary or advisory capacity and has no fiduciary or advisory relationship or obligation to you in connection with any Orders, Irrevocable Orders, Transactions or other decisions or activities carried out by you in connection with the Services. No communication or information provided to you by EXN is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. 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 legal, financial or tax professional regarding your specific situation. EXN does not recommend that any Assets should be bought, sold, or held by you. Before making any decision to buy, sell or hold any Assets, you should conduct your own due diligence and consult your financial advisors before making any investment decision. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any decisions you make to buy, sell, or hold Assets based on the information provided by EXN.

20.2 Compliance with Applicable Laws. You agree to provide us with any and all information, documents and/or materials that we may require from you, and to perform any and all such acts or things, including your forbearance to do any and all such acts or things, in each case as may be required or expedient for the purposes of complying, or facilitating our compliance with Applicable Laws, or to avoid violation of any Applicable Laws.

20.3 Export Controls & Sanctions. Your use of the Services, Platform, Website and/or App may be subject to international export controls and economic sanctions requirements. By utilising any Services, you agree that you will fully comply with any and all such requirements. You are not permitted to transact in Assets or use any of the Services if (a) we are prohibited from providing Services to you under any Applicable Laws; or (b) you intend to transact or deal with any person in breach of any Applicable Laws.

20.4 Relationship of the Parties. You acknowledge and agree that EXN is not holding any Collateral or Assets as your trustee, and is not acting as your trustee or advisor or in any fiduciary capacity.

20.5 Privacy of Others. If you receive information about another User through the Platform, Website or App or from utilising any Services, you must inform us immediately and delete such information and keep such information confidential. You must not disclose or distribute any of such other User’s information to a third party or use the information in any manner unless we expressly consent otherwise in writing to you (which consent may be subject to such terms and conditions as we may specify in our sole and absolute discretion).

20.6 Contact Information. You are responsible for keeping all your correspondence information (including but not limited to email address, residential address and phone number) up to date in your Account profile in order to receive any notices or alerts that we may send you (including notices or alerts of actual or suspected Security Breach) from time to time.

20.7 Taxes. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. EXN is not responsible for determining whether any taxes apply to your Transaction, or for collecting, reporting or remitting any taxes arising from any Transaction. It is your responsibility to check with your local tax advisor to determine which taxes apply to you (if any), and it is your responsibility to pay such taxes to the appropriate tax authority. All fees relating to the Services are to be made free and clear of, and without any deduction or withholding for and on account of, any taxes, duties or other deductions. Any such deduction or withholding, if required by the laws of any country or taxation authority are your sole responsibility. If any such deduction or withholding is required to be made, you agree to increase the sum payable to EXN to the extent necessary to ensure that EXN receives the amount equal to the sum which would have been due to EXN had no such deduction or withholding been required. If EXN is required to make any tax payments or duties on your behalf, we reserve the right to deduct such payments (including any other administrative charges incurred in respect of such payments) from your Account(s).

20.8 Unclaimed Property. If we hold your Collateral or Assets, and we are unable to contact you and have no record of your use of the Services for some time, Applicable Laws may require us to report our holdings of such Collateral or Assets as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such Collateral or Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges in respect of such unclaimed Collateral or Assets from your Account(s), as permitted by Applicable Laws.

20.9 Entire Agreement. This Agreement sets forth the entire understanding between you and EXN with respect to the Services.

20.10 Clause Headings. Clause headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

20.11 Transfer. This Agreement is personal to you and you are not permitted to novate, transfer or assign your rights, interests, liabilities and/or obligations to anyone else without our prior written consent. However, you hereby acknowledge and agree that we shall have sole and absolute discretion to novate, transfer or assign this Agreement or any of our rights, interests, liabilities and/or obligations at any time to anyone else, including, without limitation, in connection with any merger, acquisition or other corporate reorganisation involving EXN.

20.12 Security Interests. You undertake not to create any security over your Collateral or Assets held in any of your Account(s) without our prior written consent.

20.13 Invalidity. If any provision of this Agreement or part thereof is or becomes illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement, which will remain in full force and effect, and the illegal, invalid or unenforceable portion will be given effect to the greatest extent possible.

20.14 Enforcement of Our Rights. EXN’s rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies provided by law or by any other agreement. Any failure or delay on the part of EXN to exercise any right or remedy under this Agreement shall not operate as a waiver of such right or remedy. Any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.

20.15 Language. These terms and conditions may, at EXN’s sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

20.16 Third-party rights. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 (as may be amended, supplemented or replaced from time to time) to enforce or enjoy the benefit of any term in this Agreement.

20.17 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement will continue to be binding and operate after the termination or expiration of this Agreement.

20.18 Governing Law. This Agreement shall be governed, and construed in accordance with, the laws of Singapore.

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