- 2021.05 APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
- 2021.05 APPENDIX 2: VERIFICATION PROCEDURES AND LIMITS
- 2021.05 APPENDIX 3: E-SIGN DISCLOSURE AND CONSENT
- 2021.05 APPENDIX 4: STATE LICENSES AND DISCLOSURES
- 2021.05 APPENDIX 5: INX Digital BUSINESS CONTINUITY AND DISASTER RECOVERY PLAN
Updated [DATE], 2021.
This is a user agreement (the “Agreement
”) between yourself, as an individual or an entity (“you
”), and INX Digital, Inc. (“INX Digital
PLEASE READ THIS CAREFULLY- IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND INX DIGITAL.
By signing up to use an account through [crypto.inx.co] or any associated websites, APIs, or mobile applications (collectively, the “INX Digital Site
”) or by using the INX Digital Site, you agree that you have read, understood, and accept all the terms and conditions contained in this Agreement. If you do not agree to any part of the Agreement, you may not use the INX Digital Site or the INX Digital Services (as defined below).
You are advised to check this Agreement periodically to familiarize yourself with any changes to the terms. INX Digital, in its sole and absolute discretion, reserves the right to make changes to this Agreement. Changes are binding on users of the INX Digital Site and will take effect immediately upon posting. As a user, you agree be to bound by any changes, variations, or modifications to the Agreement and your continued use of the INX Digital Site shall constitute acceptance of any such changes, variations, or modifications.
1. Basic INX Digital Services.
Through the INX Digital Site, your INX Digital account (“INX Digital Account
”) encompasses the following basic INX Digital services: (i) access to one or more hosted digital currency wallets that allow you to track, manage, and arrange the transfer of digital currencies supported by INX Digital, like bitcoin or ethereum (“Digital Currencies
”) (each wallet, a “Hosted Digital Currency Wallet
”); (ii) Digital Currency conversion services, through which you can arrange for the purchase and sale of Digital Currencies in transactions with affiliates of INX Digital and other users (the “Conversion Services
”); and (iii) in connection with INX Digital services, access to a U.S. Dollar (“USD
”) account (a “USD Wallet
” or “Currency Wallet
” and collectively with the Hosted Digital Currency Wallet and the Conversion Services, the “INX Digital Services
THE RISK OF LOSS IN TRADING OR HOLDING DIGITAL CURRENCY CAN BE SUBSTANTIAL. IN THE EVENT OF INX DIGITAL’S INSOLVENCY OR THE INSOLVENCY OF INX DIGITAL’S THIRD-PARTY CUSTODIANS, THE TREATMENT OF DIGITAL CURRENCIES HELD BY A HOSTED DIGITAL CURRENCY WALLET IS UNCERTAIN. YOU SHOULD CAREFULLY CONSIDER WHETHER TRADING OR HOLDING DIGITAL CURRENCY IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.
2. Creating an INX Digital Account.
To be eligible to use INX Digital Services you must be at least 18 years old. We request your age during the onboarding process. We also may prohibit certain types of entities and individuals from using INX Digital Services including but not limited to certain foreign financial institutions, foreign shell banks, private banking accounts, and certain senior foreign political figures.
If you are registered to use the INX Digital Services on behalf of a legal entity, you represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
You also represent and warrant that you meet the following requirements: (i) you have not previously been suspended or removed from using the INX Digital Services; (ii) you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which it is a party; (iii) you are not located in, under the control of, or a national of any restricted location or any country to which the United States has embargoed goods or services; (iv) neither you nor any authorized person on your INX Digital Account has been identified as a “Specially Designated National” by the Office of Foreign Asset Control; (v) no one you employ or who is an investor or principal in your entity has been placed on the U.S. Commerce Department’s Denied Persons List; and (vi) you will not use the INX Digital Services if any applicable laws in the jurisdiction of its incorporation or operation prohibits you from doing so in accordance with this Agreement. INX Digital Services may not be available in all jurisdictions and may restrict or prohibit use of the INX Digital Services from certain jurisdictions.
- Registration of INX Digital Account.
To use the INX Digital Site and the INX Digital Services, you will need to register for an INX Digital Account. During the registration process, we will ask you for information, including your name and other personal information to verify your identity. We may, in our absolute and sole discretion, refuse to open an INX Digital Account for you, or limit the number of INX Digital Accounts that you may hold. To use the INX Digital Services, you further consent to accounts with our third-party custodians (such partners, the “INX Custodial Partners
- Identity Verification.
During registration of your INX Digital Account, you agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You will need to complete certain verification procedures before you are permitted to use the INX Digital Services. Your access to the INX Digital Services, and the limits that apply to your use of them, may be altered because of information collected about you during the initial onboarding procedures and on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information that may be required, you confirm the information is true and accurate. You agree to promptly update your identity information upon any changes.
You authorize us to make inquiries, whether directly or through third parties, we consider necessary to verify your identity or to protect you and us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.
These inquiries may include, but are not limited to, authorizing your wireless operator (e.g., AT&T, Sprint, Verizon) to use your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI), and other subscriber status details, if available, solely to allow verification of your identity and to compare information you have provided to INX Digital with your wireless operator account profile information for the duration of the business relationship.
3. Hosted Digital Currency Wallet(s).
- In General.
Your Hosted Digital Currency Wallet enables you to monitor the storage, tracking and management of Digital Currencies contained in your Hosted Digital Currency Wallet. INX Digital Services and supported assets may vary by jurisdiction. Through your INX Digital Account, you will have the ability to request, send and receive, and store Digital Currency from third parties by giving instructions through the INX Digital Site (each such transaction, a “Digital Currency Transaction
”). We may limit this functionality. We may require you to verify your identity prior to engaging in Digital Currency Transactions.
- Supported Assets and Use.
INX Digital reserves the right to refuse to process or to cancel any pending Digital Currency Transaction to enforce transaction limits or as required
by law or in response to a subpoena, court order, or other binding government order. INX Digital may not be able to reverse a Digital Currency Transaction once it has been broadcast to a Digital Currency network. The Hosted Digital Currency Wallet services are available only in connection with those Digital Currencies that INX Digital and its affiliates, in their sole discretion, support. The Digital Currencies that INX Digital support may change from time to time, based on its sole and absolute discretion.
INX Digital may, in our absolute and sole discretion, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, support for any particular Digital Currency.
If you have any questions about which Digital Currencies INX Digital currently supports, please visit our website. Under no circumstances should you attempt to use your Hosted Digital Currency Wallet address(es) to store, send, request, or receive Digital Currencies in any form that is not supported by INX Digital and its affiliates. INX Digital assumes no responsibility or liability in connection with any attempt to use the INX Digital Site or INX Digital Services for Digital Currencies that INX Digital does not support.
- Digital Currency Transactions.
INX Digital processes INX Digital-supported Digital Currencies according to the instructions received from its users and we do not guarantee the identity of any user, receiver, requestee or other party. You should verify all transaction information prior to submitting instructions to INX Digital. In the event you initiate a Digital Currency Transaction by submitting an order, such order will irrevocably execute and be final unless such order is cancelled prior to execution. Any pending withdrawals from your INX Digital Account that have been submitted to a Digital Currency network will be unconfirmed for a period of time pending the transaction’s sufficient confirmation by the Digital Currency network. Although a transaction is not complete while it is in a pending state, it may not be possible for INX Digital or its affiliates to undo, reverse, or otherwise alter the transaction. Funds associated with Digital Currency Transactions that are in a pending state will be designated accordingly by INX Digital and the INX Custodial Partners, as appropriate, and will not be displayed in your INX Digital Account balance or be available to conduct other transactions.
INX Digital and the INX Custodial Partners will charge a transaction fee for transactions that are successfully executed. INX Digital or the INX Custodial Partners may charge network fees (miner fees) to process a Digital Currency withdrawal on your behalf. Network fees will vary between Digital Currencies and during periods of high network traffic. INX Digital will calculate the transaction fee according to its published fee schedule and will disclose such fee to you immediately prior to your confirmation of such order INX Digital will always notify you of any fees at or before the time you authorize a transaction.
INX Digital reserves the right to delay, cancel and report any Digital Currency Transaction if we perceive a risk of fraud or illegal activity and to report to and cooperate with law enforcement with respect to any potentially illegal activity. We may also require you to wait some amount of time after completion of a transaction before permitting you to use certain INX Digital Services or before permitting you to engage in transactions beyond certain volume limits.
- Commingled Digital Currency Storage.
INX Digital may use shared Digital Currency wallets, controlled by INX Digital or an INX Custodial Partner. INX Digital may commingle users’ Digital Currencies but will not commingle INX Digital’s users’ Digital Currencies and its own Digital Currencies. INX Digital shall have no obligation to segregate any user’s Digital Currencies from any other user’s Digital Currency. INX Digital may rely upon an internal ledger to indicate the amount and type of Digital Currencies each user owns.
- Digital Currency Transmission Delays.
As part of its security policy related to the accessibility of Digital Currency, INX Digital uses a combination of highly secure wallets with one or more INX Custodial Partners. As a result, it may be necessary for INX Digital to communicate with the INX Custodial Partners to make your Digital Currency available in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction for 48 hours or more. You acknowledge and agree that a Digital Currency Transaction INX Digital facilitates may be delayed and INX Digital is not responsible for adverse consequences that result from any delay.
- Operation of Digital Currency Protocols.
INX Digital does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open-source and anyone can use, copy, modify, and distribute them. By using INX Digital Services, you acknowledge and agree that: (i) INX Digital is not responsible for operation of the underlying protocols and that INX Digital makes no guarantee of their functionality, security, or availability; and (ii) the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”), and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store in the INX Digital platform. In the event of a fork, you agree and understand that INX Digital may temporarily suspend operations (with or without advance notice to you) and that INX Digital may, in its sole and absolute discretion, decide whether to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that INX Digital assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
4. INX Digital Services.
- Purchase Transactions.
After successfully completing the verification procedures, you may purchase and sell supported Digital Currencies by funding your INX Digital Account. You authorize INX Digital to initiate debits from your INX Digital Account in settlement of purchase transactions. A Transaction Fee (defined below) applies to all purchase transactions. Although INX Digital and the INX Custodial Partners will attempt to deliver supported Digital Currency to your account as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered and viewable in your INX Digital Account. We and the INX Custodial Partners will make best efforts to fulfill all orders, but in the circumstance where INX Digital cannot find a counterparty to fulfill your order, we will notify you and seek your approval to fulfill the order at a clearing price which will be disclosed to you prior to confirming such transaction. To secure the performance of your obligations under this Agreement, you may be required to grant to INX Digital or the INX Custodians a lien on and security interest in and to the balances in your INX Digital Account.
- Sale Transactions.
After successfully completing the verification procedures, you may sell supported Digital Currency by transferring the applicable Digital Currency to your INX Digital Account. You authorize INX Digital, and the INX Custodian Partners, as applicable, to debit your INX Digital Account of the Digital Currency you are selling and credit your INX Digital account in the Digital Currency or USD you are receiving. An applicable Transaction Fee (defined below) applies to all sale transactions. Your receipt of funds upon withdrawal from your INX Digital Account will depend on the payment type and may take up to six or more business days. We and the INX Custodial Partners will make best efforts to fulfill all transactions, but in the circumstance where INX Digital cannot find a counterparty to fulfill your sell order, we will notify you and seek your approval to fulfill the sell order at a clearing price which will be disclosed to you prior to confirming such transaction. To secure the performance of your obligations under this Agreement, you may be required to grant to INX Digital or one of the INX Custodial Partners a lien on and security interest in and to the balances in your INX Digital Account.
- Transaction Fees.
Generally, we receive compensation for the INX Digital Services by charging fees based on a percentage of the transaction. Each executed transaction is subject to a fee (a “Transaction Fee
”). The applicable Transaction Fee is displayed to you on the INX Digital Site or otherwise communicated to you prior to your completion of an order instruction. INX Digital may not process an order if the Transaction Fee and any other associated fees as may apply exceed the value of your transaction. INX Digital may waive some portion of the Transaction Fee depending on the payment method you select. The availability of each payment method depends on several factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors. Additional fees may be assessed by our INX Custodial Partners and by recipients’ banks.
You can view the schedule of currently applicable fees per pairing and payment method at https://inx.co
INX Digital reserves the right to adjust or waive its Transaction Fees at any time. We will always notify you of the Transaction Fee that applies to your transaction when you authorize the transaction and in each receipt we issue to you.
It is the policy of INX Digital to not refund its fees for completed transactions unless otherwise agreed in writing or required by law.
- Reversals Cancellations.
You cannot cancel, reverse, or change any transaction marked as “Complete,” and you may not be able to cancel, reverse, or change any transaction marked as “Pending.” If your payment is not successful or if your payment method has insufficient funds, you authorize INX Digital, in its sole discretion, to either cancel the transaction or to debit your other payment methods in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance to avoid overdraft. INX Digital reserves the right in its sole discretion to refuse to process, or to cancel or reverse, any instructions for the purchase or sale of Digital Currency, even after funds have been debited from your account(s) if: (i) INX Digital suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; (ii) in response to a subpoena, court order, or other government order; (iii) INX Digital reasonably suspects that the transaction is erroneous; or (iv) INX Digital suspects the transaction relates to a Prohibited Use or a Prohibited Business as set forth below. In such instances, INX Digital will instruct our Custodian Partner to reverse the transaction; we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction. Our Custodian Partner may have similar restrictions.
- Payment Services Partners.
INX Digital may use a third-party payment processor to process any USD payment instructions between you and INX Digital, including but not limited to payments in relation to your use of the Services or instructions for deposit or withdrawal from your INX Digital Accounts.
- INX Digital Processes.
INX Digital generally acts as agent in facilitating your purchases and sales of Digital Assets on the INX platforms or across the platforms. INX Digital may also incentivize third parties to use our platforms. You and all users, including INX Digital and its associated persons, are strictly prohibited from engaging in fraudulent or manipulative activity including, but not limited to, insider trading and front-running.
5. USD Wallet.
- USD Wallets.
Certain approved users may establish and fund a USD Wallet with Metropolitan Commercial Bank (the “USD Custodian
”) to facilitate transaction instructions on the INX Digital Site. You are the owner of the balance of your USD Wallet. INX Digital holds your USD balance in a dedicated custodial account with USD Custodian.
- Deposits and Withdrawals.
You may fund your USD Wallet via wire transfer.
For other deposit types, INX Digital will credit your USD Wallet with a corresponding amount of dollars after funds are delivered to USD Custodian. For wire transfers, funds will typically be available within one to three business days. For withdrawals, INX Digital will immediately instruct our USD Custodian to debit your USD Wallet when you authorize a withdrawal (subject to the ACH-related limitations described above) and funds will typically settle to you within two to three business days. We may not process a transfer instruction if associated bank fees exceed the value of the transfer.
- Commingled USD Account.
INX Digital uses an omnibus account, controlled by INX Digital or our USD Custodian, to hold USD on behalf of users. INX Digital may commingle user’s USD but will not commingle INX Digital’s users USD and its own USD. INX Digital shall have no obligation to segregate any user’s USD from any other user’s USD. INX Digital may rely upon an internal ledger to indicate the amount of USD that each client owns.
6. General Use, Prohibited Use, and Termination.
- Limited License.
We grant you a limited, nonexclusive, nontransferable license, subject to the terms of this Agreement, to access and use the INX Digital Site, and related content, materials, information (collectively, the “Content
”) solely for approved purposes as permitted by INX Digital from time to time. Any other use of the INX Digital Site or Content is expressly prohibited and all other right, title, and interest in the INX Digital Site or Content is exclusively the property of INX Digital and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “https://inx.co/
,” “INX,” “INX Digital,” and all logos related to INX or displayed on the INX Digital Site are either trademarks or registered marks of INX Digital, its affiliates, or its licensors. You may not copy, imitate, or use them without our prior written consent.
- Website Accuracy.
Although we intend to provide accurate and timely information on the INX Digital Site, the INX Digital Site (including, without limitation, the Content) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including, without limitation, information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the INX Digital Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the INX Digital Site.
- Third-Party Applications.
If, to the extent permitted by INX Digital from time to time, you grant express permission to a third party to access or connect to your INX Digital Account, either through the third party’s product or service or through the INX Digital Site, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your INX Digital Account. Further, you acknowledge and agree that you will not hold INX Digital responsible for, and will indemnify INX Digital from, any liability arising out of or related to any act or omission of any third party with access to your INX Digital Account. You may change or remove permissions granted by you to third parties with respect to your INX Digital Account at any time through the Account Settings page on the INX Digital Site.
- Prohibited Use.
In connection with your use of the INX Digital Services, and your interactions with other Users, and third parties, you agree and represent you will not engage in any Prohibited Business or Prohibited Use, as defined in APPENDIX 1: PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
. We reserve the right at all times to monitor, review, retain, and disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process, or governmental request. If we determine, in our sole discretion, that your Account is associated with a Prohibited Use or a Prohibited Business, we reserve the right to cancel or suspend your INX Digital Account, block your transactions, freeze your funds, or take any other action we deem necessary or appropriate. We reserve the right to take any of these actions immediately, indefinitely, and without notice to you.
- Transactions Limits.
The use of all INX Digital Services may be subject to a limit on the amount of volume, stated in USD terms, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your INX Digital Account and visit this page. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. INX Digital reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at [email protected]
. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with INX Digital staff (such process, “Enhanced Due Diligence
”). INX Digital reserves the right to charge you costs and fees associated with Enhanced Due Diligence, provided we notify you in advance of any such charges accruing. In our sole discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
- Suspension, Termination, and Cancellation.
INX Digital may suspend, restrict, or terminate your access to any or all of the INX Digital Services, or deactivate or cancel your INX Digital Account if: (i) we are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) we reasonably suspect you of using your INX Digital Account in connection with a Prohibited Use or Business; (iii) use of your INX Digital 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 activity; (iv) our service partners are unable to support your use; or (v) you take any action we deem circumventing INX Digital’s controls, including, but not limited to, opening multiple INX Digital Accounts or abusing promotions that INX Digital may offer from time to time. If INX Digital suspends or closes your account or terminates your use of that INX Digital Services for any reason, we will provide you with notice of our actions unless a court order or other legal process prohibits INX Digital from providing you with such notice.
You acknowledge that INX Digital’s decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential to INX Digital’s risk management and security protocols. You agree that INX Digital is under no obligation to disclose the details of its risk management and security procedures to you. You will be permitted to transfer Digital Currency or funds associated with your Hosted Digital Currency and USD Wallets for 90 days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena or court order. You may cancel your INX Digital Account at any time by withdrawing all balances from your account and contacting us
. You will not be charged for canceling your INX Digital Account, although you will be required to pay any outstanding amounts owed to INX Digital or its affiliates and to our Custodian Partners. You authorize us to cancel or suspend any open orders pending transactions at the time of cancellation.
- Relationship of the Parties.
INX Digital is an independent contractor for all purposes and does not act as your agent. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and INX Digital to be treated as partners, joint ventures, or otherwise as joint associates for profit.
- Privacy of Others; Marketing.
- Password Security; Contact Information.
You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys, or any other codes that you use to access the INX Digital Services. You should only give such information to individuals who have the authority to take actions on behalf of any entity account holder and we assume that such individuals have such authority. INX Digital requires the use of Two Factor Identification for your account. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your INX Digital Account by third parties and the loss or theft of any Digital Currency and funds held in your account with the INX Custodial Partners and any associated accounts, including your linked bank accounts and credit cards.
You are responsible for keeping your email address and telephone number up to date in your INX Digital Account profile to receive any notices or alerts that we may send you. You are responsible for checking your balances and your transaction history. We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of INX Digital and/or your failure to follow or act on any notices or alerts that we may send to you. In the event you believe your INX Digital Account information has been compromised, contact INX Digital Support immediately at [email protected]
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the INX Digital Services, and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. The proceeds of sale transactions will be reported to the Internal Revenue Service (IRS) in accordance with applicable law. Your transaction history is available through your INX Digital Account.
- Unclaimed or Abandoned Property.
If you have funds in your account, and INX Digital is unable to contact you and has no record of your use of the INX Digital Services for several years, applicable law may require INX Digital to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, INX Digital will try to locate you at the address shown in our records, but if INX Digital is unable to locate you, it may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. INX Digital reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
7. Customer Feedback, Queries, Complaints, and Dispute Resolution.
- Contact INX Digital.
If you have any feedback, questions, or complaints, write to us at INX Digital Customer Support, [email protected]
or 9711 Washingtonian Blvd Ste. 550, Gaithersburg, MD 20878. When you contact us, please provide us with your name, address, and any other information we may need to identify you, your INX Digital Account, and the transaction on which you have feedback, questions, or complaints. If you prefer to call us or believe your account has been compromised, you may also report your claim by calling us at (888) 478-2238.
- Arbitration; Waiver of Class Action.
If you have a dispute with INX Digital, we will attempt to resolve such disputes through our support team. If we cannot resolve the dispute through our support team, you and INX Digital agree that any dispute arising under this Agreement or relating to the INX Digital Site shall be finally settled in binding arbitration, on an individual basis, and you and INX Digital hereby expressly waive trial by jury and right to participate in any action involving collective, consolidated, or representative proceedings, including class action lawsuit or class-wide arbitration. Disputes will be finally settled through binding arbitration under the rules of the American Arbitration Association (AAA) then in effect (the “Rules
”) (accessible at https://www.adr.org/sites/default/files/Consumer Rules.pdf
). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.
If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period
”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by INX Digital in the State of Delaware, USA. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment by the non-prevailing party of the costs, fees and expenses the prevailing party incurred in any such arbitration.
Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. To the fullest extent permitted by applicable law, no arbitration shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, you agree that the following matters shall not, at the election of INX Digital, be subject to binding arbitration: (a) any dispute concerning INX Digital’s or its suppliers or service providers’ intellectual property rights; (b) any dispute related to or arising from allegations of criminal activity; or (c) any claim for injunctive relief.
8. General Provisions.
- Computer Viruses.
We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from INX Digital. Always log into your INX Digital Account through the INX Digital Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
- Release of INX Digital; Indemnification.
In no event shall INX Digital, its affiliates, service providers, the INX Digital Custodial Partners and each of their respective officers, directors, agents, joint venturers, employees, and representatives be liable for any act, omission, error of judgement, or loss you suffer in connection with this Agreement or your use or attempted use of the INX Digital Site. You agree to indemnify and hold INX Digital, its affiliates, service providers, the INX Digital Custodial Partners and each of their respective officers, directors, agents, joint venturers, employees, and representatives from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements, or actions of any kind and injury (including death) arising out of or relating to your use of the INX Digital Site, or INX Digital or any INX Digital Custodial Partners’ performance or non-performance of our duties to you.
If you have a dispute with one or more users of the INX Digital Services, you release INX Digital, its affiliates, service providers, the INX Custodial Partners and each of their respective officers, directors, agents, joint venturers, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold INX Digital, its affiliates, service providers, the INX Custodial Partners and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.
- Limitation of Liability; No Warranty.
EXCEPT TO THE EXTENT REQUIRED BY LAW, IN NO EVENT SHALL INX DIGITAL, ITS AFFILIATES, SERVICE PROVIDERS, THE INX DIGITAL CUSTODIAL PARTNERS AND EACH, OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES BE LIABLE TO YOU, FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE INX DIGITAL SITE OR THE INX DIGITAL SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED BY INX DIGITAL, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INX DIGITAL’S RECORDS OR SERVICES.
THE INX DIGITAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INX DIGITAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. INX DIGITAL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, ANY PART OF THE INX DIGITAL SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.
INX Digital makes no representations about the accuracy or completeness of historical Digital Currency price data available on the INX Digital Site. INX Digital will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but INX Digital makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
- Entire Agreement.
We may amend or modify this Agreement by posting on the INX Digital Site or emailing to you the revised Agreement, and the revised Agreement shall be effective at such time. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that we shall not be liable to you or any third party for any modification or termination of the INX Digital Services, or suspension or termination of your access to the INX Digital Services, except to the extent otherwise expressly set forth herein.
You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any INX Digital affiliates or subsidiaries, or to any successor in interest of any business associated with the INX Digital Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
- Change of Control.
In the event that INX Digital is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign this Agreement and any information we have collected from you as part of such merger, acquisition, sale, or other change of control.
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, INX Digital Account cancellation, debts owed to INX Digital, general use of the INX Digital Site, disputes with INX Digital, and general provisions, shall survive the termination or expiration of this Agreement.
- Governing Law.
You agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and INX Digital, except to the extent governed by federal law.
- Force Majeure.
We shall not be liable for delays, failure in performance or interruption of Services which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, nuclear or natural disaster, epidemic, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
- English Language Controls.
Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.
- Non-Waiver of Rights.
This agreement shall not be construed to waive rights that cannot be waived under applicable state money transmission laws in the state where you are located.