Terms of use

These NXZ Terms of Use are entered into between you (hereinafter referred to as “you” or “your”) and NXZ Exchange (as defined below). By accessing, downloading, using or clicking on “I agree” to accept any NXZ Services (as defined below) provided by NXZ Group (as defined below), you agree that you have read, understood and accepted all of the terms and conditions stipulated in these Terms of Use (hereinafter referred to as “these Terms”) as well as our Privacy Policy at [PRIVACY POLICY URL] In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

Please read the terms carefully as they govern your use of NXZ Services.THESE TERMS CONTAIN IMPORTANT PROVISIONS INCLUDING AN ARBITRATION PROVISION THAT REQUIRES ALL CLAIMS TO BE RESOLVED BY WAY OF LEGALLY BINDING ARBITRATION.The terms of the arbitration provision are set forth in Article 10, “Resolving Disputes: Forum, Arbitration, Class Action Waiver”, hereunder. As with any asset, the values of Digital Currencies (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding or investing in Digital Currencies and their derivatives.BY MAKING USE OF NXZ SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF NXZ SERVICES AND TRANSACTIONS OF DIGITAL CURRENCIES AND THEIR DERIVATIVES; AND (3) NXZ SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.

By accessing, using or attempting to use NXZ Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access NXZ or utilize NXZ services.

I. Definitions

1. NXZ refers to an ecosystem comprising NXZ websites (whose domain names include but are not limited to NXZ), and any other applications that are developed to offer NXZ Services, and includes independently-operated platforms.
2. NXZ Accounts refer to the foundational virtual accounts, including main accounts and subaccounts, if any, which are opened by NXZ for Users to record on NXZ their usage of NXZ Services, transactions, asset changes and basic information. NXZ Accounts serve as the basis for Users to enjoy and exercise their rights on NXZ.
3. NXZ Operators refer to all parties that run NXZ, including but not limited to legal persons, unincorporated organizations and teams that provide NXZ Services and are responsible for such services. For convenience, unless otherwise stated, references to “NXZ” and “we” in these Terms specifically mean NXZ Operators. UNDER THESE TERMS, NXZ OPERATORS MAY CHANGE AS NXZ’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF NXZ OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW NXZ SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE NXZ SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED NXZ OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
4. NXZ Services refer to various services provided to you by NXZ that are based on Internet and/or blockchain technologies and offered via NXZ websites and other forms (including new ones enabled by future technological development). NXZ Services include but are not limited to such NXZ ecosystem components as Digital Asset Trading Platforms.
5. NXZ Platform Rules refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by NXZ, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Help Center or within products or service processes.
6. Digital Currencies refer to encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form.
7. Digital Assets refer to Digital Currencies, their derivatives or other types of digitalized assets with a certain value.
8. KYC refers to the “know-your-customer” process that NXZ has put in place before entering into a business relationship or conducting transactions with its Users. As part of this process, NXZ may do anything that it deems necessary in order to identify Users, verify their identity, scrutinize and investigate User transactions, or comply with any applicable law or regulation.
9. Spot Trading means buying or selling supported Digital Assets and/or any supported fiat currency, if exist, on the exchange for immediate settlement.
10. Users refer to all individuals, institutions or organizations that access, download or use NXZ or NXZ Services and who meet the criteria and conditions stipulated by NXZ. If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed.

II. General Provisions

1. About These Terms

a. Contractual Relationship

These Terms constitute a legal agreement and create a binding contract between you and NXZ Operators.

b. Supplementary Terms

Due to the rapid development of Digital Currencies and NXZ, these Terms between you and NXZ Operators do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore,THE PRIVACY POLICY (/privacy-policy), NXZ PLATFORM RULES, AND ALL OTHER AGREEMENTS ENTERED INTO SEPARATELY BETWEEN YOU AND NXZ ARE DEEMED SUPPLEMENTARY TERMS THAT ARE AN INTEGRAL PART OF THESE TERMS AND SHALL HAVE THE SAME LEGAL EFFECT. YOUR USE OF NXZ SERVICES IS DEEMED YOUR ACCEPTANCE OF THE ABOVE SUPPLEMENTARY TERMS.

c. Changes to These Terms

NXZ reserves the right to change or modify these Terms in its discretion at any time. NXZ will notify such changes by updating the terms on its website () and modifying the [Last revised] date displayed on this page.。ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF NXZ SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING NXZ SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF NXZ SERVICES.

d. Prohibition of Use

BY ACCESSING AND USING NXZ SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. NXZ RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF NXZ SERVICES IN CERTAIN COUNTRIES OR REGIONS.

2. About NXZ

As an important part of the NXZ Ecosystem, NXZ mainly serves as a global online platform for Digital Assets trading, and provides Users with a trading platform. As further detailed in Article 3 below, Users must register and open an account with NXZ, and deposit Digital Assets into their account prior to trading. Users may, subject to the restrictions set forth in these Terms, apply for the withdrawal of Digital Assets.

Although NXZ has been committed to maintaining the accuracy of the information provided through NXZ Services, NXZ cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall NXZ be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about NXZ Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. NXZ does not provide investment or consulting advice of any kind, and is not responsible for the use or interpretation of information on NXZ or any other communication medium. All Users of NXZ Services must understand the risks involved in Digital Assets trading, and are recommended to exercise prudence and trade responsibly within their own capabilities.

3. NXZ Account Registration and Requirements

a. Registration

All Users must apply for a NXZ Account at (nxz register url) before using NXZ Services. When you register a NXZ Account, you must provide the information identified in this paragraph 3 or otherwise as requested by NXZ, and accept these Terms, the Privacy Policy, and other NXZ Platform Rules. NXZ may refuse, in its discretion, to open a NXZ Account for you. You agree to provide complete and accurate information when opening a NXZ Account, and agree to timely update any information you provide to NXZ to maintain the integrity and accuracy of the information. Each User (including natural person, business or legal entity) may maintain only one main account at any given time. However, Users can open one or more subaccounts under the main account with the consent of NXZ. For certain NXZ Services, you may be required to set up a specific account independent from your NXZ Account, based on the provisions of these Terms or the Supplementary Terms. The registration, use, protection and management of such trading accounts are equally governed by the provisions of this Section and Section VI, unless otherwise stated in these Terms or the Supplementary Terms.

b. Eligibility

By registering to use a NXZ Account, you represent and warrant that: (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you have not been previously suspended or removed from using the NXZ Platform or the NXZ Services; (iv) you do not have an existing NXZ Account; (v) you are not resident, located in or otherwise attempting to access the NXZ Platform or the NXZ Services from, or otherwise acting on behalf of a person or legal entity that is resident or located in, a Restricted Location. For the purposes hereof, “Restricted Location” shall include the United States, Malaysia, Ontario (Canada), and such other locations as designated by NXZ Operators from time to time as a “Restricted Location” for the purposes hereof; (vi) if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity and to access and use the NXZ Platform and NXZ Services on behalf of such legal entity; and (vii) your use of the NXZ Platform and the NXZ Services will not violate any and all laws and regulations applicable to you or the legal entity on whose behalf you are acting, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.

Please note that there are legal requirements in various countries which may restrict the products and services that NXZ Operators can lawfully provide. Accordingly, some products and services and certain functionality within the NXZ Platform may not be available or may be restricted in certain jurisdictions or regions or to certain users. You shall be responsible for informing yourself about and observing any restrictions and/or requirements imposed with respect to the access to and use of the NXZ Platform and the NXZ Services in each country from which the NXZ Platform and the NXZ Services are accessed by you or on your behalf. NXZ Operators reserve the right to change, modify or impose additional restrictions with respect to the access to and use of the NXZ Platform and/the NXZ Services from time to time at their discretion at any time without prior notification.

c. User Identity Verification

Your registration of an account with NXZ will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through NXZ, or for other lawful purposes stated by NXZ. We will collect, use and share such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within ten (10) years after your account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. When providing the required information, you confirm it is true and accurate.AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, NXZ RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF NXZ SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO NXZ DURING YOUR USE OF NXZ SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORIZE NXZ TO CONDUCT INVESTIGATIONS THAT NXZ CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR NXZ FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.

d. Account Usage Requirements

The NXZ Account can only be used by the account registrant. NXZ reserves the right to suspend, freeze or cancel the use of NXZ Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify NXZ immediately. NXZ assumes no liability for any loss or damage arising from the use of NXZ Account by you or any third party with or without your authorization.

e. Account Security

NXZ has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for NXZ Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your NXZ Account and personal information.

You should be solely responsible for keeping your NXZ Account and password safe, secured, and be responsible for all the transactions under your NXZ Account. NXZ assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc.

By creating a NXZ Account, you hereby agree that:

you will notify NXZ immediately if you are aware of any unauthorized use of your NXZ Account and password or any other violation of security rules; you will strictly abide by all mechanisms or procedures of NXZ regarding security, authentication, trading, charging, and withdrawal; and you will take appropriate steps to logout from NXZ at the end of each visit.

III. NXZ Services

Upon completion of the registration and identity verification for your NXZ Account, you may use various NXZ Services, including but not limited to, Spot Trading, acquiring market-related data, research and other information released by NXZ, participating in User activities held by NXZ, etc., in accordance with the provisions of these Terms (including NXZ Platform Rules and other individual agreements). NXZ has the right to:

Provide, modify or terminate, in its discretion, any NXZ Services; and Allow or prohibit some Users’ use of any NXZ Services in accordance with relevant NXZ Platform Rules.

NXZ has the exclusive authority to determine which Digital Assets are listed on the platform and may add or remove Digital Assets from the platform at its sole discretion, from time to time. NXZ may also change the order size available for each Digital Asset. In respect of such additions, removals, or amendments, NXZ may, but is not obliged to, notify Users in advance and NXZ shall have no liability to Users in connection with such additions, removals or amendments.

1. Service Usage Guidelines

a. License

Provided that you constantly comply with the express terms and conditions stated in these Terms, NXZ grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use NXZ Services through your computer or Internet compatible devices for your personal/internal purposes. You are prohibited to use NXZ Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding NXZ Services should be stipulated in the discretion of NXZ. NXZ reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using NXZ Services in any way not expressly authorized by these Terms.

These Terms only grant a limited license to access and use NXZ Services. Therefore, you hereby agree that when you use NXZ Services, NXZ does not transfer NXZ Services or the ownership or intellectual property rights of any NXZ intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through NXZ Services, are exclusively owned, controlled and/or licensed by NXZ Operators or its members, parent companies, licensors or affiliates.

NXZ owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about NXZ or NXZ Services that you provide through email, NXZ Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to NXZ. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.

b. Restriction

When you use NXZ Services, you agree and undertake to comply with the following provisions:

• During the use of NXZ Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of NXZ;
• Your use of NXZ Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using NXZ Services;
• You agree not to use the services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
• Without written consent from NXZ, the following commercial uses of NXZ data are prohibited:
• 1) Data feeding or streaming services that make use of any market data of NXZ.
• 2) Any other websites/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from NXZ.
• Without prior written consent from NXZ, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
• You may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of NXZ Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through NXZ Services; (ii) attempt to access any part or function of the properties without authorization, or connect to NXZ Services or any NXZ servers or any other systems or networks of any NXZ Services provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of NXZ Services or any network connected to the properties, or violate any security or authentication measures on NXZ Services or any network connected to NXZ Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of NXZ Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of NXZ Services or NXZ, or the infrastructure of any systems or networks connected to NXZ services; (vi) use any devices, software or routine programs to interfere with the normal operation of NXZ Services or any transactions on NXZ Services, or any other person’s use of NXZ Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to NXZ, or (viii) use NXZ Services in an illegal way.

By accessing NXZ Services, you agree that NXZ has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:

• Blocking and closing order requests;
• Freezing your account;
• Reporting the incident to the authorities;
• Publishing the alleged violations and actions that have been taken;
• Deleting any information you published that are found to be violations;

2. Spot Trading

By making use of Spot Trading, you acknowledge and agree that you have read, understood and accepted the Spot Trading Terms of Use, which shall apply to all Spot Trading (as such term is defined in the Spot Trading Terms of Use).

3. NXZ Convert Services

Convert Services enable Users to buy and sell Digital Assets based on prices provided by NXZ. Before transacting in Convert Services, you acknowledge and agree that you have read, understood and accepted the Convert Terms of Use.

4. NXZ OTC

If agreed with NXZ, you may be permitted to receive certain over-the-counter (OTC) services with respect to bilateral transactions in Digital Assets, which services shall be subject to the NXZ OTC Terms. You agree to be bound by the NXZ OTC Terms with respect to all OTC Services provided to you through Agreed Communication Channels (as each term is defined in the NXZ OTC Terms).

IV. Liabilities

1. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NXZ SERVICES, NXZ MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NXZ ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND NXZ EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, NXZ DOES NOT REPRESENT OR WARRANT THAT THE SITE, NXZ SERVICES OR NXZ MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NXZ DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF NXZ SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT NXZ WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY NXZ AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY NXZ; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY NXZ. THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

2. Disclaimer of Damages and Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NXZ, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF NXZ SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF NXZ SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF NXZ AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF NXZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF NXZ’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF NXZ, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF NXZ AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF NXZ SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO NXZ UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

3. Indemnification

You agree to indemnify and hold harmless NXZ Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, NXZ Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of NXZ Services. If you are obligated to indemnify NXZ Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, NXZ will have the right, in its sole discretion, to control any action or proceeding and to determine whether NXZ wishes to settle, and if so, on what terms.

V. Announcements

Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on the announcement section. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. NXZ WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.

VI. Termination of Agreement

1. Suspension of NXZ Accounts

You agree that NXZ shall have the right to immediately suspend your NXZ Account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the Digital Assets or funds in all such accounts, and suspend your access to NXZ for any reason including if NXZ suspects any such accounts to be in violation of these Terms, our Privacy Policy, or any applicable laws and regulations. You agree that NXZ shall not be liable to you for any permanent or temporary modification of your NXZ Account, or suspension or termination of your access to all or any portion of NXZ Services. NXZ shall reserve the right to keep and use the transaction data or other information related to such NXZ Accounts. The above account controls may also be applied in the following cases:

• The NXZ Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
• We detect unusual activities in the NXZ Account;
• We detect unauthorized access to the NXZ Account;
• We are required to do so by a court order or command by a regulatory/government authority.

2. Cancellation of NXZ Accounts

In case of any of the following events, NXZ shall have the right to directly terminate these Terms by canceling your NXZ Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your NXZ Account on NXZ and withdraw the corresponding NXZ Account thereof:

after NXZ terminates services to you;
you allegedly register or register in any other person’s name as a NXZ User again, directly or indirectly;
the information that you have provided is untruthful, inaccurate, outdated or incomplete;
when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your NXZ Account or by other means;
you request that NXZ Services be terminated; and any other circumstances where NXZ deems it should terminate NXZ Services.

Should your NXZ Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 10 years. In addition, if a transaction is unfinished during the account termination process, NXZ shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.

If NXZ is informed that any Digital Assets or funds held in your NXZ Account are stolen or otherwise are not lawfully possessed by you, NXZ may, but has no obligation to, place an administrative hold on the affected funds and your NXZ Account. If NXZ does lay down an administrative hold on some or all of your funds or NXZ Account, NXZ may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to NXZ has been provided to NXZ in a form acceptable to NXZ. NXZ will not involve itself in any such dispute or the resolution of the dispute. You agree that NXZ will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.

3. Remaining Funds After NXZ Account Termination

Except as set forth in paragraph 4 below, once a NXZ Account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to NXZ) will be payable immediately to NXZ. Upon payment of all outstanding charges to NXZ (if any), Users will have 5 business days to withdraw all Digital Assets or funds from the account.

4. Remaining Funds After NXZ Account Termination Due to Fraud, Violation of Law, or Violation of These Terms

NXZ maintains full custody of the Digital Assets, funds and User data/information which may be turned over to governmental authorities in the event of NXZ Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.

5. Dormant Accounts

Notwithstanding any provision of this Section VI, NXZ may provide a written notice requiring you to close all of your open positions and withdraw all of your Digital Assets from your NXZ Account within 30 days of the notice. In the event that you fail to do so, NXZ may in its absolute discretion and without prior notice to you:

• (a) deem your NXZ account as a dormant account;
• (b) close any open positions in any NXZ products;
• (c) convert the Digital Assets to a different type of Digital Asset (e.g., from BTC to USDT). For the avoidance of doubt, none of the NXZ Operators shall be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion;
• (d) transfer such dormant account (including any Digital Assets contained therein) to an affiliate of the NXZ Operators, any third-party custodian or an isolated wallet where it is deemed reasonably necessary by NXZ to do so. In the event that such transfer has taken place, you have the right to retrieve your digital assets from subject to satisfying NXZ’s verification requirements, including completing KYC;
• (e) charge a dormant account fee to cover the cost of maintaining the assets by the NXZ Operators, its affiliates or any third-party and such fee shall be withdrawn directly from the dormant account on a monthly basis; and
• (f) close a dormant account at any time, and NXZ will not be liable for any loss, damage or expense incurred by you as a result of the closure of a dormant account unless there was fraud or willful default by NXZ. Any assets in these dormant accounts will be transferred in accordance to paragraph 5(d) above. After a dormant account is closed, it cannot be reactivated by you (i.e. you will need to register a new NXZ account if you wish to continue to use NXZ Services).

VII. No Financial Advice

NXZ is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities affected by you using NXZ Services. No communication or information provided to you by NXZ is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. NXZ does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. NXZ will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by NXZ.

VIII. Compliance with Local Laws

It is Users’ responsibility to abide by local laws in relation to the legal usage of NXZ Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.ALL USERS OF NXZ SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT NXZ WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS. NXZ maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.

IX. Privacy Policy

Access to NXZ Services will require the submission of certain personally identifiable information. Please review NXZ Privacy Policy at [Privacy Policy] for a summary of NXZ’s guidelines regarding the collection and use of personally identifiable information.

X. Resolving Disputes: Forum, Arbitration, Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.

1. Notice of Claim and Dispute Resolution Period. Please contact NXZ first. NXZ wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with NXZ, then you should contact NXZ and a ticket number will be assigned. NXZ will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).

In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against NXZ, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to NXZ. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, (3) provide the original ticket number, and (4) include your NXZ account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with NXZ. After you have provided the Notice of Claim to NXZ, the dispute referenced in the Notice of Claim may be submitted by either NXZ or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to NXZ for resolution internally and the delivery of a Notice of Claim to NXZ are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or NXZ shall not be disclosed to the arbitrator.

2. Agreement to Arbitrate and Governing Law. You and NXZ Operators agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and NXZ (and/or NXZ Operators) arising in connection with or relating in any way to these Terms or to your relationship with NXZ (and/or NXZ Operators) as a user of NXZ Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and NXZ Operators further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favor of anyone but the parties to the arbitration. The arbitration provisions set forth in this Section will survive termination of these Terms. Arbitration Rules. The arbitration shall be subject to the HKIAC Administered Arbitration Rules (HKIAC. Rules) in force when the Notice of Arbitration is submitted, as modified by this Section X. The arbitration will be administered by the Hong Kong International Arbitration Centre (HKIAC). Unless the parties agree otherwise, there shall be only one arbitrator appointed in accordance with the HKIAC Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED. Time for Filing: ANY ARBITRATION AGAINST NXZ OPERATORS MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN PARAGRAPH 1 OF THIS SECTION, ABOVE. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Process; Notice: The party who intends to seek arbitration after the expiration of the Dispute Resolution Period set forth in paragraph 1, above, must submit a request to the HKIAC in accordance with the HKIAC Rules. If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with NXZ is up-to-date and accurate. Seat of Arbitration: The seat of the arbitration shall be Hong Kong. Place of Hearing: The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties. Governing Law: These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of Hong Kong. Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any nonpublic information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

3. Class Action Waiver. You and NXZ agree that any claims relating to these Terms or to your relationship with NXZ as a user of NXZ Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and NXZ further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including NXZ.

4. Modifications. NXZ reserves the right to update, modify, revise, suspend, or make any future changes to Section X regarding the parties’ Agreement to Arbitrate, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Section is up to date. Subject to the applicable law, your continued use of your NXZ account shall be deemed to be your acceptance of any modifications to Section X regarding the parties’ Agreement to Arbitrate. You agree that if you object to the modifications to Section X, NXZ may block access to your account pending closure of your account. In such circumstances, the Terms of Use prior to modification shall remain in full force and effect pending closure of your account.

5. Severability. If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law. pending closure of your account.

XI. Miscellaneous

1. Independent Parties. NXZ is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

2. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of NXZ Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.

3. Interpretation and Revision. NXZ reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on NXZ websites. It is your responsibility to regularly check relevant pages on our websites/applications to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of NXZ Services and cancel your account. You agree that, unless otherwise expressly provided in these Terms, NXZ will not be responsible for any modification or termination of NXZ Services by you or any third party, or suspension or termination of your access to NXZ Services.

4. Language & Translations: These Terms may, at NXZ’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.

5. Force Majeure. NXZ will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond NXZ’s reasonable control.

6. Severability. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

7. Assignment. You may not assign or transfer any right to use NXZ Services or any of your rights or obligations under these Terms without prior written consent from NXZ, including any right or obligation related to the enforcement of laws or the change of control. NXZ may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

8. Waiver. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.

9. Third-Party Website Disclaimer. Any links to third-party websites from NXZ Services does not imply endorsement by NXZ of any product, service, information or disclaimer presented therein, nor does NXZ guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, NXZ will not be liable for such loss. In addition, since NXZ has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.

10. Matters Related to Apple Inc. If you use any device manufactured by Apple Inc. to participate in any commercial activities or reward programs through NXZ Services, such activities and programs are provided by NXZ and are not associated with Apple Inc. in any manner.

11. Contact Information. For more information on NXZ, you may refer to the company and license information found on NXZ websites. If you have questions regarding these Terms, please feel free to contact NXZ for clarification via our Customer Support team at contact@nxz-group.com