Bitbaby User Agreement
Bitbay (hereinafter referred to as "Bitbay" or "we") is the operator of the "Platform" (as defined below) and the provider of the "Services" (as defined below). These Terms of Use (hereinafter referred to as "Terms") constitute a legally binding agreement between Bitbay and you (hereinafter referred to as "you" or "User") and govern your access to the Platform and use of the Services.
Any additional terms and documents (including but not limited to the Rate Schedule, Risk Disclosure and Privacy Policy and any applicable Product Terms), conditions, restrictions, disclaimers and obligations are incorporated into these Terms by reference.
You should read these Terms carefully. By accessing the Platform and/or using the Services, you are deemed to have read and irrevocably agreed to these Terms, which Bitbay may modify and/or supplement at any time without prior notice.
Risk Warning
Trading in Digital Assets (as defined below) involves significant risks and may not be suitable for all investors. The value of Digital Assets may fluctuate significantly on any given day and may be affected by external factors such as financial or political events. The volatility and unpredictability of prices may result in significant losses, including the possibility of losing your entire investment in a short period of time. You are responsible for considering whether buying, selling or holding Digital Assets is appropriate for you based on your financial situation.
Digital asset activities conducted in certain jurisdictions may be unregulated or subject to limited regulation. Any regulatory changes or actions by any relevant authority not related to Bitbay may adversely affect the use, transfer, exchange and value of digital assets. The government of the user's country may make it illegal for the user to trade digital assets.
Please read our Risk Disclosure for more information about the risks associated with accessing the Platform and/or using the Services. However, this document does not explain all the risks that may arise, or how these risks may relate to your own circumstances. Before accessing the Platform and/or using the Services, you should fully understand the risks involved.
Bitbay does not have any fiduciary relationship or obligation with respect to any transaction (as defined below) or other activity you engage in while using the Services. We are not your broker, intermediary, agent or advisor, we do not provide financial, investment or consulting advice of any kind, and any communication or information we provide to you is not or should not be considered as any form of advice.
You acknowledge that the use of the Services is at your own risk and that you are responsible for independently reviewing and evaluating whether the Services are suitable for you based on your specific investment objectives, financial situation, risk tolerance, investment experience, knowledge and needs. You are responsible for any losses or liabilities. We do not recommend buying, earning, selling or holding any digital assets. Please perform your own due diligence before buying, selling or holding any digital assets and consult your financial, tax and other advisors if necessary. Bitbay takes reasonable steps to ensure the accuracy of the information on the Website. We are not responsible for any losses you suffer in connection with the purchase, sale or holding of digital assets, including but not limited to any losses directly or indirectly caused by the use of or reliance on such information provided by us.
1. Definition
In these Terms, unless the context otherwise requires, the following words and expressions shall have the following meanings respectively:
“Account” means any account or sub-account maintained by Bitbay for You.
“Account Credentials” means your account information, username, password, personal identification number, API key, API secret key or any other code or form of authentication that you use to access your Account or the Services or send Instructions.
"Account History" means the written record, including electronic records, of your Transactions and your Account.
“Affiliate” means a person, entity or company that directly or indirectly controls another person, entity or company, or is directly or indirectly controlled by another person, entity or company, or is under common direct or indirect control with another person, entity or company by a third party.
“Airdrop” means the distribution or attempted distribution of any digital asset by a digital asset network to digital asset addresses supporting the network.
“API” means the application program interface provided by Bitbay, its Affiliates, or third party applications that rely on the API.
“Applicable Law” means all relevant or applicable statutes, laws, principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgments, local ordinances, rulings, directives, proclamations, notifications, mandatory codes of conduct, guidelines, notes of practice and interpretations issued by any governmental or regulatory authority that apply to the provision, receipt or use of the Services or any other products or deliverables related to the Services, these Terms or other applicable terms and conditions.
“Authorized Person” means any person identified by you and notified to us who is authorized to act on behalf of a User in relation to any Company Account.
“Available Digital Assets” means the Digital Assets made available on the Platform in connection with the Services, which may change from time to time.
“Bitbay Intellectual Property” means all intellectual property rights owned by or licensed to Bitbay.
“Company Account” means an account maintained by Bitbay for the provision of services to a company, entity or other organization.
“Digital Asset” means a digital representation of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technology, including but not limited to cryptocurrencies, stablecoins, non-fungible tokens and any other tokenized derivatives of digital assets. Digital Assets do not include Fiat Currency (as defined below).
“Dominant Digital Asset” means a Forked Digital Asset that, as determined by Bitbay in its sole discretion, has a dominant position relative to one or more other versions of the Digital Asset resulting from the relevant fork.
“Fiat Tender” means any national or supranational currency issued by any government or central bank that is not a digital asset, or other monetary obligation denominated in such currency.
“Fork” means any planned, unplanned, sudden, scheduled, expected, unexpected, public, unknown, consensual and/or controversial change to the underlying operating rules of certain Digital Assets that occurs from time to time and creates one or more versions of an existing Digital Asset.
“Improper Intent” means that Bitbay reasonably determines that you may be engaging in suspected or actual market manipulation and/or market abuse, including but not limited to profiting from transactions where the executable price does not correspond to the current market price, or taking advantage of the way Bitbay provides prices to improperly benefit you.
“Instructions” means any instructions, requests or orders issued by you or an Authorized Person to Bitbay in such medium, form and manner as Bitbay may require in connection with the operation of your Account or the execution of any Transaction.
“Intellectual Property Rights” means: (i) registered and unregistered copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information; (ii) applications for registration of any of the foregoing rights and rights to apply for registration; and (iii) all other intellectual property rights and equivalent or similar forms of protection which exist anywhere in the world.
A “Network Event” with respect to Digital Assets means any event on the blockchain or smart contract on which a Digital Asset resides (other than an airdrop or fork) that is beyond our control and results in (a) Bitbay or a third party losing control or ownership of the Digital Asset; or (b) transaction records on the blockchain being tampered with, reversed, or otherwise invalidated, whether through fraudulent conduct or consensus, which shall include, but not be limited to, any double-spend attack, 51% attack, or blockchain reorganization, each of which shall be determined by Bitbay in its sole discretion in good faith.
“Platform” means the digital platform that Bitbay or its Affiliates may make available to you through a website, mobile application, API or other means as specified by Bitbay or its Affiliates from time to time.
“Product Terms” means the product-specific terms and conditions that apply to your use of the Service.
“Prohibited Countries” means the following countries and such other locations as Bitbay may designate from time to time, including Canada (Alberta), Crimea, Donetsk, Luhansk, Cuba, Hong Kong, Iran, North Korea, Singapore, Sudan, Syria, the United States (including the following U.S. territories: Puerto Rico, Guam, U.S. Virgin Islands, American Samoa and Northern Mariana Islands and the following U.S. Minor Outlying Islands: Baker Island, Howland Island, Jarvis Island, Johnston Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll and Wake Island), Iraq, Libya, Yemen, Afghanistan, Central African Republic, Democratic Republic of the Congo, Guinea-Bissau, Haiti, Lebanon, Somalia, Netherlands and South Sudan.
A “Restricted Person” is a person who is included on any trade embargo or economic sanctions, terrorist or corrupt foreign official list (such as the United Nations Security Council sanctions lists, lists published by government agencies, including the list maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce's Denied Persons or Entity List, or lists published by the United Kingdom, the European Union, Canada), or is located in a prohibited country, or is a citizen or resident of a prohibited country.
“Risk Disclosure” means the risk disclosure statement published by Bitbay on the Website.
“Services” means the services provided by Bitbay to you through the Platform.
“Transaction” means the sale, purchase or entry into, or agreement to sell, purchase or enter into, any other type of transaction involving Digital Assets, Derivatives, other assets or products that Bitbay may allow from time to time on the Platform and the transfer of Digital Assets into or out of your Account.
“U.S. Person” means any natural person who is a citizen or resident of the United States, or any entity registered, organized, or operated in the United States, or any entity of which any director, ultimate beneficial owner, or authorized person is a citizen or resident of the United States.
“User Intellectual Property” means the intellectual property owned by or licensed to you on the effective date of these Terms, and any other intellectual property owned by or acquired by or licensed to you after the effective date of these Terms, excluding the Bitbay Intellectual Property.
“User Generated Intellectual Property” means any intellectual property created by you under these Terms, including User Materials, but excluding User Intellectual Property.
"User Materials" means the intellectual property rights in any comments, postings, information, data and opinions that you or other users provide to Bitbay on the Website, Platform, or otherwise through the use of the Services.
“Website” means the website located at www.Bitbay.com and any other website, webpage, feature or content owned or operated by Bitbay.
2. Eligibility
Before using the Services, you must register on the Platform. To be eligible to register an account and use the Services, you must:
2.1 are individuals, companies or other organizations that have full authority and capacity to access and use the Services and to enter into and comply with the obligations of these Terms;
2.2 be at least 18 years old (if you are an individual);
2.3 You must be duly authorized to act on your behalf and bind the entity to these Terms (if you are an employee or agent of a legal entity and are entering into these Terms on its behalf);
2.4 Not suspended or disqualified from using the Services;
2.5 No account currently;
2.6 not access the Service from any jurisdiction where the use of the Service is not permitted or restricted or where the use of the Service is illegal;
2.7 you are not prohibited, restricted, unauthorized or ineligible to use the Services (in whole or in part) in any form or by any means under these Terms, legal or regulatory requirements; or
2.8 Not a Restricted Person.
3. Services
3.1 Once you open an account with Bitbay, you may use the Services in accordance with these Terms and the applicable Product Terms. You acknowledge and agree that some of the Services may be provided by Bitbay's affiliates.
3.2 The Platform provides you with the following services (the scope of services may be updated from time to time):
(i) Relevant information disclosed by digital asset projects, including real-time quotes and transaction information;
(ii) digital asset trading services;
(iii) customer service;
(iv) technical and management services to ensure the normal operation of the Platform; and
(v) Other services publicly announced by the Platform.
3.3 Fiat Currency Services
(i) For the avoidance of doubt, Bitbay does not conduct or provide any currency conversion services from one fiat currency to another.
(ii) Bitbay does not provide Fiat Services for converting Fiat Currency into Cryptocurrency and/or Cryptocurrency into Fiat Currency, but you may use the same services on Bitbay. All Fiat Services provided (whether on Bitbay or through redirects to third-party websites) are provided by third-party providers (“Fiat Service Providers”).
(iii) If you wish to use Fiat Currency Services, you must agree to any terms and conditions, rules or policies provided by our Fiat Currency Service Providers and provide any information that may be required to use such services. In this regard, all Fiat Currency Services shall be subject to the terms and conditions of our Fiat Currency Service Providers.
4. Fees and Taxes
4.1 You agree to pay all applicable fees associated with your use of the Services, as set forth in the rate schedule below or otherwise notified to you in any applicable Product Terms.
4.2 Any calculations by us of the Fees for the Services will be final and binding on you. We will make such calculations at our discretion in good faith and in accordance with our established methodology for the relevant Services.
4.3 You authorize the Company to deduct all applicable fees, commissions, interest, charges and other amounts owed by you from your account in accordance with these Terms or any Product Terms, as calculated in the Rate Schedule. If you owe us a certain amount of digital assets, but the balance in such digital assets is insufficient, we may deduct such amount from your other digital assets as repayment (in this case, we will convert the digital assets you hold into the digital assets you owe at the exchange rate currently offered by the Platform or other commercial exchange rates that we determine to be reasonable from time to time). If you do not have sufficient digital assets in your account, you acknowledge that any amount due under these Terms is a debt due and payable immediately, and the amount and form (whether in the form of digital assets or otherwise) shall be determined by us in a commercially reasonable manner.
4.4 We may adjust the fees or rates, including adding new fees and/or charges. If you do not want to accept such adjustments, you may cancel your account. Your continued access or use of the Services will be deemed to be acceptance of the updated fees.
4.5 You are responsible for determining whether any taxes, if any, apply to payments you make or receive and for calculating, reporting and remitting the correct taxes to the relevant tax authorities. You agree that Bitbay is not responsible for determining whether any taxes apply to your use of the Services, or for calculating, reporting or remitting any taxes arising from any transactions or use of the Services. You acknowledge that we may report certain transactions on the Platform to tax authorities and we may provide you with additional documents or records necessary to calculate any tax liability at our sole discretion or as required by applicable law. We may also withhold and deduct any taxes required by applicable law at our sole discretion at the source.
5. About Your Account
Open an account
5.1 In order to access the Platform and use the Services, you must register for an Account. You may register for an Account as an individual user or a Corporate Account as a company, entity or other organization. All Accounts are provided by us at our sole discretion. Bitbay reserves the right to reject any Account application without reason.
5.2 If you are an individual user, you may only use your account for yourself and not on behalf of any third party. If you are a corporate user, an Authorized Person may only use the account for your benefit and not on behalf of any third party. You may not provide any other party with direct market access to the Platform, including through the use of a sub-account, unless that other party has completed an identity verification that we deem appropriate and has logged into the Platform separately. Any other party who has been verified shall be deemed an Authorized Person. You agree to be fully responsible for all activities in your account and bear all risks and losses that may arise therefrom.
5.3 Before opening an account with Bitbay, you will need to comply with our identity verification procedures. We may also require you to provide us with certain information about yourself and, where relevant, the information of all authorized persons in order for you to access and use the Services. For the avoidance of doubt, if you are an individual user, you may not have more than one account. You agree that:
(i) All information you provide must be complete, accurate and truthful. You must promptly update any information that changes.
(ii) You authorize us to conduct any investigation we deem necessary to verify your and/or the Authorized Person’s identity or to protect you and/or us from fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the findings of such investigation.
(iii) When we make an enquiry, you acknowledge and understand that your personal data and that of any authorised person may be disclosed to organisations for the purposes of identity verification, compliance data recording, credit reference, fraud or financial crime prevention and that these organisations may respond in full to our enquiry.
(iv) We may also require you to comply with our enhanced due diligence procedures, submit additional information about yourself, your business or your Authorised Person, provide additional records or documents, or conduct an interview with our representatives.
(v) We retain your personal data to enable you to continue using our services, for as long as necessary to meet the objectives described in this Privacy Policy or applicable laws, compliance with anti-money laundering laws, or as otherwise notified to you.
(vi) You can view our Privacy Policy to learn more about how we process your personal data.
Account Maintenance
5.4 We may request information from you at any time for the purpose of complying with any applicable laws or identity verification requirements, or for the purpose of detecting money laundering, terrorist financing, fraud or any other financial crime, or for any other legitimate reason. You agree to provide us with any such information we request and allow us to retain all transaction information records during the validity period of your account as needed to achieve the intended purpose or for other periods required by applicable law.
5.5 Your access to your account and the transaction limits applicable to your use of the Services may change from time to time based on the information collected about you. If there is reason to suspect that any information you provide is wrong, untrue, outdated or incomplete, we may send you a notice and ask you to correct, delete the relevant information, or take other measures we deem necessary to ensure the authenticity and correctness of the information provided.
5.6 You must comply with any request for information we send you. If you refuse to provide the requested information, or fail to provide the information in a timely manner, we have the right to immediately suspend or terminate your access to your account or all or part of the Services without prior notice.
5.7 You must ensure that any account registered in your name is not used by anyone other than yourself or, if you are a corporate user, you are the authorised person.
Account information and transaction history
5.8 You can view your account history in your account. All records related to your account or service are for your reference only. Notwithstanding anything to the contrary in these Terms, if the information displayed on or available through the Platform is inconsistent with the information in our records, our records will prevail unless there is an obvious error.
5.9 It is your responsibility to check your account history for errors. If any errors or unauthorised entries or transactions occur, you must report them to us within five calendar days of the date your account history is provided to you.
5.10 We may correct any errors in your account history at any time and reserve the right to cancel, cancel or reverse any transaction involving or resulting from an error, or to adjust the relevant transaction to correct the error, or otherwise reserve the right to act in this manner where there is reasonable ground for doing so.
5.11 We may need to share information about your account and account history with third parties and/or our affiliates in accordance with these Terms or applicable laws. You acknowledge and agree that we have the right to disclose such information.
Account Security
5.12 You are responsible for taking appropriate measures to protect your hardware and data from viruses, malware and any inappropriate materials. Unless otherwise required by applicable law, you are responsible for backing up and maintaining copies of any information you store or transmit through our services. We are not responsible for any claims or losses arising from your failure to comply with these Terms.
5.13 You and any Authorized Person shall always maintain the security of all account credentials and have adequate control. You and the Authorized Person are responsible for taking necessary security measures to protect your account and keep the account credentials safe. You must keep your account credentials safe and defend against any attacks and unauthorized access. If you have learned or have reason to suspect that the security of your account or the email associated with your account or the account of the Authorized Person has been compromised, or if there has been any unauthorized use of your or any Authorized Person's account or email account, you must notify us immediately.
5.14 You must monitor your account history closely and notify us as soon as possible if any unauthorized or suspicious activity occurs in your account.
5.15 If you suspect a Security Breach, you must notify us immediately and continue to provide us with accurate and up-to-date information throughout the duration of the Security Breach. Your account may be immediately locked by the Platform’s account disablement feature or any other method we may specify from time to time. We may reasonably require that we take steps to reduce, manage or report any Security Breach, and you shall cooperate in such actions. We have the right to require you to immediately provide any and all information and documents that we deem relevant or necessary in connection with a confirmed or suspected Security Breach, and you agree to cooperate in such actions. You acknowledge and agree that we may provide such information to any third party that we deem necessary to investigate or resolve any Security Breach.
Cancel your account
5.16 You may close your account at any time by following the account termination procedures we specify from time to time. You must pay any outstanding amounts. You authorize us to cancel or suspend any pending transactions upon closing your account and to debit your account for any outstanding amounts you owe us.
5.17 You may not be able to cancel your account in the following circumstances:
(i) you attempt to evade investigation by relevant authorities;
(ii) you have a pending transaction or pending claim;
(iii) there is a delinquency on your account;
(iv) your account has been frozen, suspended, restricted or reserved;
(v) any other reason determined by us in our sole discretion.
6. Trading
6.1 You may trade directly with us or with other users, including trades facilitated by us and trades not facilitated by us. We do not represent or guarantee that all trades will be successfully completed or completed within a specific time.
6.2 You are responsible for controlling and using your account. You or the person authorized to do so are deemed to have the authority to issue any instructions from your account. You are responsible for closely monitoring your account history and notifying us as soon as possible if any unauthorized or suspicious activity occurs in your account. We are not responsible for any claims or losses arising from transactions executed due to unauthorized instructions (including errors, negligence, mistakes or fraud) unless it can be proved that the unauthorized instructions were entirely due to our technical problems.
6.3 To comply with data retention requirements, you agree to allow us (only consent, not mandatory) to retain all transaction information records during the validity period of your account based on the need to achieve the intended purpose or based on other periods prescribed by applicable laws. Please read our Privacy Policy to understand how we collect and use data related to the use of our platform and services.
6.4 You acknowledge and agree that if you execute any transaction with improper intent and/or execute any transaction incorrectly, Bitbay has the right to do any of the following (without paying any money, penalty or incurring any liability, and provided that the handling measures comply with applicable laws):
(i) cancel the transaction/declare it void and treat it as if it had never taken place; or
(ii) revise the price of such transaction to reflect the prevailing market price during the relevant period (as determined by us with reference to available sources of fair market value).
You acknowledge and agree that if you conduct transactions with any third party that are related to or can be cancelled/modified according to our rights set out herein, you shall be fully responsible for such transactions.
Trading restrictions
6.5 Your Account may be limited based on (i) the amount or volume of transactions you conduct or (ii) the amount or value of Digital Assets you transfer into or out of your Account.
6.6 We reserve the right to change any transaction limits applicable to your account at any time at our sole discretion. You may also request a limit change. Any changes will be made at our sole discretion and will be subject to such other conditions as we deem necessary.
7. Instructions
7.1 You must ensure that any instructions you submit are complete and accurate. We are not required to verify the accuracy, authenticity or validity of any instructions and we will not monitor or refuse to execute any instructions because they are duplicates or appear to be duplicates. However, we may refuse to execute or delay the execution of any instructions or request further information from you if we have any doubts about the accuracy, authenticity or validity of the instructions.
7.2 Instructions are irrevocable. Once you or an authorized person submits an instruction, you have no right to revoke or withdraw it without our written consent. The transmission of an instruction is based on the receipt of your instruction by our server. Our records of all instructions are conclusive and binding on you for all purposes.
7.3 By submitting an instruction, you or the authorized person authorizes us to initiate a transaction in your account. Therefore, we have the right to credit or debit your account (or provide settlement information to a third party so that a third party can credit or debit) your digital assets in accordance with your instructions. You are responsible for ensuring that there is a sufficient balance of digital assets in your account. If the digital assets in your account are insufficient to conduct a transaction (i.e., less than the total amount required to settle the transaction and pay all fees related to the transaction), we have the right to refuse to conduct any transaction. Bitbay may also refuse to execute instructions to the extent permitted by these Terms.
7.4 You acknowledge that instructions and information sent on the Platform or by email are generally transmitted over the Internet and may be transmitted over public, transnational facilities that are not specifically protected. We cannot guarantee that the instructions and information transmitted are completely free from unauthorized access and you must accept the relevant risks.
7.5 Subject to these Terms and any applicable Product Terms, and provided that your account has sufficient balance and does not hold relevant digital assets related to any Service, you may submit a withdrawal request on the Platform and issue instructions to Bitbay to transfer digital assets to an external wallet address. Upon receipt of a withdrawal request, we will (i) deduct the corresponding amount from your account balance; (ii) initiate an on-chain transfer to the external wallet designated by you. If we believe that applicable law restricts the execution of the relevant withdrawal request, we may not process the withdrawal application. We may also suspend withdrawals when we deem appropriate to resolve any incidents on the Platform. We will resume the withdrawal function after such incidents are resolved.
8. Termination, Suspension and Restriction
8.1 Bitbay may modify, suspend or terminate any part or feature of the Services at any time without prior notice to you or your consent and without stating any reasons.
Specifically, Bitbay may (i) refuse to complete or prohibit, cancel or, where permitted by applicable law, revoke any transaction you have authorized; (ii) terminate, suspend or limit your access to any or all of the Services; (iii) terminate, suspend, close, withhold or limit your access to any or all of your accounts; (iv) refuse to transmit information or instructions to third parties (including, but not limited to, third-party wallet operators); and/or (v) take any action we deem necessary for any reason and in any case with immediate effect, including, but not limited to, the following:
(i) you are not or are no longer eligible to use one or more of the Services;
(ii) We have reason to suspect that: (a) the person logging into your account is not you, or your account has been or will be used for illegal, fraudulent or unauthorized purposes; (b) the person logging into your company account is not an authorized person, or your company account has been or will be used for illegal, fraudulent or unauthorized purposes; (c) more than one natural person has accessed the same account and/or conducted transactions, or your account has been or will be used for illegal, fraudulent or unauthorized purposes; or (d) the information you provided is incorrect, untrue, expired or incomplete.
(iii) we have reasonable concerns about your creditworthiness or financial situation, including:
1. If you are an individual, you are bankrupt, of unsound mind, have committed an act of bankruptcy, or have bankruptcy proceedings instituted against you;
2. If you are acting on behalf of a partnership, any partner dies, becomes bankrupt or of unsound mind, takes an act of bankruptcy, bankruptcy proceedings are instituted against a partner, or proceedings are taken to dissolve and/or vary the partnership or the articles of association;
3. if you are acting on behalf of a company which is unable to pay its debts as they fall due or against which bankruptcy, judicial management, receivership, administration or any similar proceedings have been commenced; or
4. You convene a meeting of creditors, or propose or make any compromise or arrangement with creditors, or make any assignment for the benefit of creditors;
(iv) such additional information and documents as are required to be submitted pursuant to Article 5;
(v) the requirement to submit an enhanced due diligence report in accordance with clause 5.3(iv);
(vi) we reasonably believe that we are required to take action under applicable law or by competent courts or authorities in any jurisdiction in which we are located;
(vii) We determine or suspect that:
1. You have violated these Terms or any Product Terms;
2. You have breached any express or implied warranty in these Terms, or any representations you have made;
3. There are unauthorized, erroneous, fraudulent or illegal transactions, or we have determined or suspected that your account or service is used in a fraudulent, unauthorized or illegal manner;
4. any money laundering, terrorist financing, fraud or any other crime has occurred in connection with your account or your use of the Services;
(viii) your use of your account is subject to any pending, ongoing or initiated litigation, investigation or judicial, governmental or regulatory proceeding, and/or we believe there is an increased risk of non-compliance with legal or regulatory requirements related to your account activity;
(ix) any amounts owed by you to Bitbay are not paid, whether due to late debit or for any other reason;
(x) any communications sent to your email account are returned as undeliverable;
(xi) there is a problem with your identity authentication;
(xii) you take actions that may circumvent our controls, such as opening multiple accounts without our written consent or abusing any event we may run from time to time; or
(xiii) there is any other legitimate reason why we need to take such action.
In addition to any other rights provided for in these Terms, Bitbay may suspend, terminate and/or replace Accounts at any time without notice to you if we deem it necessary or required to comply with applicable law.
8.2 You acknowledge and agree that:
(i) the examples of actions we may take to terminate, suspend, close or restrict your access to your Account and/or the Services set out in clause 8.1 above are provided for informational purposes only and are not an exhaustive list; and
(ii) We may decide to take certain actions, including but not limited to terminating, suspending, closing or limiting your access to your account and/or the Services, based on confidentiality criteria that are essential to our risk management and security protocols. We are under no obligation to disclose the details of our risk management and security protocols to you.
8.3 If we terminate, suspend, withhold or restrict your access to one or more of the Services:
(i) if you have an open Instruction, Order, Position or Transaction, it may be closed by you or by us, as the case may be;
(ii) any deductions resulting from use of your account or the Services may result in the immediate suspension and/or restriction of your account and the Services;
(iii) to reactivate a suspended and/or restricted account or service, you will need to repay us in full the outstanding amounts, including any amounts owed, such as applicable fees; and
(iv) If deductions occur, you are responsible for any amounts credited to your account and you authorize and permit us to deduct costs and fees directly from any assets in your account without further notice.
8.4 Illegal Possession. If we learn and have reason to believe that any digital assets held in your account are stolen or illegally held (whether by mistake or otherwise), we have the right (but not the obligation) to seize the relevant funds and your account. If we seize some or all of the digital assets in your account, or restrict your entire account, we may continue to withhold until we obtain evidence acceptable to us that you are indeed entitled to the relevant digital assets in your account. We will not intervene in any dispute or dispute resolution related to any digital assets held in your account.
8.5 Access from Other Jurisdictions. Residents of certain countries may only have access to some, but not all, of the Services. The Services available to you may change at any time. If you travel to a prohibited country, the Services may not be available and you may be restricted from accessing the Services. You acknowledge that this may affect your ability to trade on the Platform and/or monitor any existing orders or open positions, or otherwise use the Services. You may not attempt to circumvent any such restrictions by any means, including by using any virtual private network to modify your Internet Protocol address.
9. Available digital assets
9.1 Bitbay provides services only for available digital assets. We may delete or suspend one or more available digital assets. We will use reasonable commercial efforts to notify you in advance. Once deleted or suspended, you will not be able to access the relevant digital assets through the service, and can only withdraw the relevant digital assets from your account. After the specific period notified to you, if there are no longer available digital assets in your account, Bitbay may convert such digital assets into other types of stablecoin digital assets at its reasonable discretion. Bitbay will notify you in advance before converting the assets, and you can withdraw the digital assets within the specified time before the conversion.
We are not responsible if you attempt to use your account for Digital Assets that we do not support, or do not convert them to other Digital Asset types as described in this section. If you send unsupported Digital Assets to your account, or send Available Digital Assets to an incompatible Digital Asset wallet address, you will lose those Digital Assets and we have no responsibility or liability. For certain lost Digital Assets, Bitbay may, at its sole discretion, offer you the option to attempt to recover them. We may charge a processing fee for attempting to recover assets on your behalf. We will calculate all fees at our discretion and notify you of the applicable fees at or before you authorize the attempted recovery. We do not guarantee in any way the amount of assets that may be recovered, if any. The actual amount recovered may vary from the estimated amount. We do not evaluate or provide any guarantees as to the authenticity, objective safety, and security of Non-Available Digital Assets. You acknowledge and agree that Bitbay is not responsible for any losses incurred during the attempted recovery process or subsequent use of recovered Digital Assets.
9.2 Bitbay may suspend any services related to a particular digital asset to decide whether to support a fork. We are not obligated to support forked versions of the digital assets you hold in your account, regardless of whether any version resulting from the fork of that digital asset becomes the dominant digital asset. If we choose to support a digital asset fork, an official announcement will be made through the website or other means we deem appropriate.
You acknowledge that we cannot control or influence the creation or implementation of forks. We cannot guarantee the security, functionality or supply of any digital asset (including the new dominant digital asset or other digital assets resulting from the relevant fork). You may not be able to trade the forked digital asset on the Platform and may lose any value associated with the relevant digital asset.
9.3 Bitbay does not promise, guarantee or warrant the outcome of, or support for, potential or proposed forks, forked digital assets, or airdrops. Bitbay may determine in its sole discretion whether to declare, list, or distribute any airdrop, forked digital asset, or any other digital asset, and the terms and conditions (including eligibility criteria) applicable to the declaration, listing, or distribution of any airdrop or forked digital asset. If you wish to participate in a fork or airdrop, please withdraw the affected digital asset to your own private wallet before a potential or proposed fork or airdrop.
9.4 We may from time to time support digital assets that are purportedly backed by or otherwise tied to the value of another asset (including, but not limited to, digital assets or commodities such as silver and gold) ("Asset-Backed Digital Assets"). You acknowledge and agree that: (i) before entering into any transaction related to an Asset-Backed Digital Asset, you have read, understood and accepted all terms, conditions and risks associated with the Asset-Backed Digital Asset; and (ii) Bitbay is under no obligation to purchase, repurchase or assist in the redemption of the Asset-Backed Digital Assets you own. Bitbay reserves the right to change, suspend or terminate any services related to any Asset-Backed Digital Asset at any time in its sole discretion. We make no representations as to whether any particular Asset-Backed Digital Asset will maintain value relative to any asset, or as to the quantity or quality of reserves or collateral held by the issuers or any third party for any Asset-Backed Digital Asset.
10. Intellectual Property
10.1 Bitbay Intellectual Property. The Bitbay Intellectual Property shall remain the property of Bitbay. Bitbay hereby grants you a non-exclusive license for the term of these Terms or until we suspend or terminate your access to the Services (whichever is earlier) to use the Bitbay Intellectual Property (excluding the Trademarks) solely for your personal, non-commercial or internal business use in connection with the Services in accordance with these Terms.
10.2 User Intellectual Property. You hereby grant us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive license to use your User Intellectual Property, provided that such rights: (i) constitute or relate to the use of the User-created Intellectual Property; and (ii) are necessary for us to provide the Services to you. The license you grant under these Terms includes our right to sublicense such license to a third party, provided that such sublicense is necessary for us or any of our affiliates to provide the Services to you.
10.3 User-generated Intellectual Property. User-generated intellectual property shall automatically belong to Bitbay on the date it is created. You hereby assign (and agree to ensure that any agent, representative or contractor assigns) to us, with sufficient title assurance, all present and future rights and interests in and to such user-generated intellectual property. If requested, you shall (and agree to ensure that any agent, representative or contractor shall) execute and/or execute all documents and take all actions that we may request without compensation to you to perfect the assignment under these Terms.
10.4 User Materials. You acknowledge and agree that: (i) we are not responsible for any User Materials (whether provided by you or a third party) available on the Platform or Website; and (ii) you use such User Materials at your own risk and we do not provide any warranty in relation to them.
10.5 Our Rights to User Materials. We have the right, in our sole discretion, to remove, modify or refuse any content (including any User Materials) you submit, post or display on the Platform or Website for any reason. We reserve the right to take any action we deem appropriate in our sole discretion, including issuing you a written warning, removing any User Materials, seeking damages or other financial remedy from you, freezing or terminating your account (if any), or suspending your access to the Platform and/or Website. We also have the right to restrict or prohibit your future use of any and all Services.
11. Prohibited Use
11.1 When opening an Account or conducting any Transaction, and without prejudice to any other restrictions set out in these Terms, you agree that you and any Authorised Person shall not:
(i) breach of these Terms or any agreement entered into under these Terms, including but not limited to any Product Terms;
(ii) use the Services for resale or commercial purposes, including trading on behalf of another person or entity, unless we expressly agree in writing;
(iii) whether we determine in our sole discretion that the use of the Services constitutes market manipulation, including but not limited to pump and dump scams, wash trading, self-trading, front-running, quote padding, false submissions or stacking, whether or not prohibited by applicable law;
(iv) engaging in fraudulent activities, or we suspect that you or any Authorized User is engaging in fraudulent activities and/or transactions;
(v) use the Services to conduct or participate in sweepstakes, gambling, penny auctions, sports predictions or odds calculations, virtual sports leagues with cash prizes, online betting, contests, raffles or games of chance;
(vi) (a) obtaining or attempting to obtain funds from Bitbay and other users for the same transaction at the same time during the claim process; (b) conducting business or using the Services in a manner that may result in complaints, disputes, claims, refunds, chargebacks, fees, penalties or other liabilities to us, other users, third parties or yourself; (c) allowing your account to hold a negative value or amount of digital assets;
(vii) provide false, inaccurate or misleading information when using the Services, communicating with us, or otherwise in connection with these Terms;
(viii) Buy or sell KYC information in any form. Bitbay will not be liable for any
Bitbay reserves the right to immediately freeze or terminate your account if any of the following violations of this Sub-Clause occur.
(ix) (a) use any deep link, crawler, robot, spider or other automatic device, program, script, algorithm or methodology, or similar or equivalent manual process to access, acquire, copy or monitor any part of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information not intentionally made available through the Service; (b) attempt to gain unauthorized access to any portion or feature of the Platform or to connect to any server provided by Party or any systems or networks connected to the Service, by hacking, password mining or any other illegitimate or prohibited means; (c) probe, scan or test the vulnerability of the Service or any network connected to the Platform, or breach the security or authentication measures on the Service or any network connected to the Service; (d) reverse look-up, trace or attempt to trace any information on any other user of or visitor to the Service; (e) take any action that could cause harm to the Service or Bitbay (f) use any device, software or routine to interfere with the proper working of the Services or any transaction, or with other users’ use of the Services; or (g) forge headers, impersonate or otherwise manipulate identities in order to disguise your identity or the origin of any message or transmittal you send to us.
(x) modify or adapt the whole or any part of the Platform, or combine or merge the Platform with any other programs or applications;
(xi) disassemble, decompile, reverse engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platform or any component thereof;
(xii) modify, copy, reproduce, download, store, further transmit, distribute, transfer, disassemble, dissect, disseminate, publish, remove or alter any copyright notices or labels, or license, sublicense, sell, mirror, frame, rent, lease, brand, create a security interest in, or otherwise exploit the Bitbay Intellectual Property or any part thereof;
(xiii) transmit any viruses, Trojan horses, worms or other computer programming routines that may damage, maliciously interfere with, surreptitiously intercept or unlawfully expropriate any system, data or information related to the Service;
(xiv) (a) use an anonymous proxy; (b) use any temporary, disposable, self-destructing or similar email address when opening an account and/or using the Services; (c) use any device, software or routine to bypass our robot exclusion headers or interfere or attempt to interfere with our Website or Services; (d) take any action that could cause us to lose service from our Internet service provider or other supplier;
(xv) create or purport to create any security interest in the Digital Assets in your Account without our prior written consent;
(xvi) violate or attempt to violate (a) any applicable law; or (b) Bitbay’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy; and/or
(xvii) directly or indirectly access, use or attempt to access or use the Services from (1) a jurisdiction that Bitbay has identified as high risk, including but not limited to prohibited countries, or (2) a person or entity that Bitbay has identified as high risk, including but not limited to persons listed as restricted persons. In particular, U.S. persons are prohibited from accessing the Platform and/or using the Services. Any change in your place of residence or applicable law may place you in violation of any laws or regulatory requirements of the applicable jurisdiction. It is your responsibility to ensure that any transaction is lawful and compliant with applicable law should your place of residence and circumstances change.
12. Representations and Warranties
12.1 You hereby represent and warrant to us on an ongoing basis that:
(i) all documents and information you provide to us are true, accurate, complete and up-to-date in all respects and we can rely on such documents and information to determine whether you are eligible to access the Platform or use the Services;
(ii) All decisions related to these Terms are based entirely on your own judgment and are made after considering your financial resources, ability and willingness to assume the relevant risks, and financial objectives;
(iii) you have full power, authority and capacity to (a) access and use the Platform and/or Services; and (b) enter into and perform your obligations under these Terms and any agreements entered into under or in connection with these Terms, including but not limited to any Product Terms;
(iv) If you are a partner in a company, partnership or trustee of a trust:
1. The trustees of the company, partnership or trust will comply with applicable law and any partnership or trust deed (or similar document);
2. You shall immediately notify us of any change in the person of any director, partner, trustee, settlor or ultimate beneficial owner or any person authorised to operate your account due to resignation, removal, appointment or death; and
3. You will promptly notify us if the company, partnership or trustee of the trust is dissolved voluntarily or involuntarily;
(v) All third-party consents, licenses, authorizations, approvals and agreements, and all authorizations, approvals, licenses, consents, registrations, filings, etc. required from regulators, government departments, committees, agencies or other organizations with jurisdiction over you, have been unconditionally obtained in writing and disclosed to us in writing, and have not been revoked or modified. These approvals and consents are for (a) access to and use of the Platform and/or Services; and (b) the execution and performance of these Terms and any agreement entered into under these Terms or any transaction contemplated by any agreement related to these Terms;
(vi) these Terms and any agreements based on or related to these Terms constitute valid and legally binding obligations and are enforceable against you in accordance with their respective terms;
(vii) you are not a Restricted Person;
(viii) if you are a legal entity, you are duly incorporated, formally organized and validly existing under the laws of your jurisdiction and are fully authorized to carry on business. If you are an individual, you are not less than 18 years of age; and
(ix) When accessing and using the Platform and/or Services, performing and enforcing these Terms and any agreements entered into under these Terms, and performing your obligations in connection with these Terms, you will not:
1. If you are a legal entity, a partner in a partnership or a trustee of a trust, resulting in a violation or conflict with any provision of your charter, articles of incorporation, partnership agreement, trust deed or other equivalent constitutive document;
2. results in a breach of or constitutes a default in any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or restricted; and
3. Cause you, us or any third party to violate any applicable law, any court judgment, arbitrator award or decision of any government or regulatory authority in any jurisdiction.
13. Disclaimer
13.1 No Representations or Warranties. To the maximum extent permitted by applicable law, the Website and the Services and information provided on the Platform are provided on an "as is" and "as available" basis without representations or warranties of any kind, whether express or implied. We disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We make no representations or warranties that access to the Website, the Platform, your account, the Services or any materials contained therein will be continuous, uninterrupted, timely or error-free. This may result in a period of time when transactions on the Platform are unavailable and may cause time delays.
13.2 Termination of Access. Bitbay may suspend access to your account and/or the Services from time to time or on an emergency basis for maintenance. We will use reasonable efforts to ensure that transactions on the Platform are processed promptly, but we make no representations or warranties as to the time required to complete processing as this depends on many factors beyond our control.
13.3 Content. Although we make reasonable efforts to update the information on the Website and Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website and Platform (including information related to the Services) is accurate, complete or current.
13.4 Third-party websites. For your convenience, you may access or link to third-party websites (including but not limited to the content, materials and/or information on third-party websites) from this Website and/or Platform. You acknowledge and agree that we are not responsible for any aspect of any content, materials, information or services contained therein.
13.5 Network Access and Hardware. You are responsible for obtaining the data network access necessary to use the Services. You are responsible for obtaining and updating compatible hardware or devices required to use the Services. We expressly disclaim any warranty that the Services or any part thereof will operate on any particular hardware or device. Although we will do our best to provide the Services, you acknowledge that the Services may be affected by failures and delays inherent in the Internet and electronic communications, which are beyond our reasonable control.
14. Major interests and conflicts
14.1 You are aware that Bitbay is involved in activities related to digital assets.
14.2 You acknowledge and agree that, except as expressly set out in these Terms, neither your relationship with us, any of the Services, nor any other matter will give rise to any legal, equitable or fiduciary liability on our part or on the part of any of our Affiliates. In particular, we may from time to time act in multiple capacities and in those capacities we may receive fees or commissions from multiple users. You agree that we may act in the above capacities and provide any other services or conduct any business for you, any of our Affiliates or any other user.
14.3 You acknowledge and agree that neither we nor any of our affiliates are required to (i) consider any information known to us or any of our affiliates to be of material interest; (ii) disclose any such information to you; or (iii) use any such information for your benefit. We will further clarify that in the course of providing the Services, we may from time to time obtain general market information and may use such information in the normal course of conducting business.
14.4 We have established and maintain effective organizational and administrative arrangements designed to take all appropriate measures to identify and manage conflicts of interest between us and users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of users. Where such organizational and administrative arrangements are insufficient to ensure that risks of damage to your interests are prevented, we will inform you of the nature and/or source of the relevant conflicts of interest and the measures taken to reduce these risks so that you can make an informed decision about whether to continue to trade with us. We always reserve the right to refuse to provide services to you where conflicts of interest cannot be managed in other ways.
15. Indemnification
15.1 Third Party Claims. You hereby undertake and agree to fully indemnify us upon demand and hold us harmless from and against any and all claims, proceedings, actions, demands, disputes, allegations or investigations brought by any third party, governmental agency or industry body, and all claims, liabilities, damages (actual and indirect), losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation), costs and expenses, including but not limited to all interest, penalties and reasonable legal and other attorneys' fees and other professional expenses ("Losses") arising out of or in connection with:
(i) your access to or use of your account and/or the Services;
(ii) your breach or alleged breach of these Terms, including any applicable Product Terms and any other terms and conditions incorporated by reference;
(iii) your violation of any applicable laws; and
(iv) infringe upon the rights of any third party.
15.2 Release. You hereby irrevocably and unconditionally agree to release us from any and all claims and demands (and waive any rights you may now or in the future have against us in connection with any losses you may suffer or incur) arising directly or indirectly out of or in connection with any dispute you have with any other user or third party in connection with the Services or these Terms.
16. Liability
16.1 Our Liability. Bitbay shall have no liability or responsibility for any losses suffered by you or any third party unless such losses are directly attributable to Bitbay’s gross negligence, willful misconduct, actual fraud or material and continuing breach of these Terms. Without prejudice to the foregoing, and notwithstanding any other provision of these Terms, Bitbay and its Affiliates’ liability to you shall not exceed the total fees paid by you to Bitbay in the three (3) months immediately preceding the event giving rise to the losses. Such amount shall serve as full and final settlement and satisfaction to you for any and all losses and claims (howsoever arising) arising from the relevant event by us and any of our Affiliates. You acknowledge and agree that neither Bitbay nor any of its Affiliates is aware of any special circumstances relating to you and that you have been advised that damages are a sufficient remedy and that you shall not be entitled to any other claim or remedy at law or in equity, including, without limitation, any claim in property, injunction and/or specific performance.
16.2 Limitation of Liability. Notwithstanding any other provision of these Terms, you acknowledge and agree that in no event shall Bitbay or any of its affiliates be liable or responsible to you or any other person or entity for:
(i) any direct or indirect loss (including loss of profit, loss of business or loss of opportunity), damage or expense, whether arising out of the Services or otherwise, including but not limited to:
1. any risks listed in any risk disclosure, as updated from time to time;
2. The operation, functionality, security or availability of any underlying protocol of any digital asset;
3. Whether the asset-backed digital asset can maintain its value relative to any asset, or whether its issuer holds sufficient reserves for the asset-backed digital asset;
4. Any act or omission taken pursuant to these Terms;
5. Any inaccuracy, lack or omission in digital asset price data, any error or delay in the transmission of such data, and any interruption of such data;
6. Bitbay's scheduled or unscheduled maintenance, including any service interruptions and changes caused by such maintenance;
7. The device used to access and use the Services is stolen;
8. Any damages caused by the actions, inactions or violations of these Terms by other users, as well as the actions of any other third party;
9. (1) any computer virus, spyware or other malware that may affect your computer or other device, or any damage or interruption caused by any phishing, phishing or other attack; (2) your hardware failure, damage or destruction for any reason, or any record or data stored on your hardware damage or loss; or (3) your use of Internet connection services or any technical problems, system failures, functional failures, communication line failures, network congestion or frequent requests, related problems, security vulnerabilities or any similar technical problems or defects;
10. Our decision to reject your account application;
11. Terminate, suspend, withhold or restrict access to any account or service in accordance with these Terms or any applicable Product Terms, including the inability to withdraw digital assets, place orders or conduct transactions during the period of suspension, withholding or restriction;
12. Any transaction limits applicable to your account;
13. Our decision to support or not support certain digital assets;
14. Bitbay is unable to contact you using the contact information you provided;
15. Bitbay is deregistering a dormant account;
16. Transaction failure or exceeding the time required to complete any transaction;
17. We refuse or delay the execution of any order;
18. Any security breach of your email account;
19. Losses you suffer due to third-party actions (including third-party fraud or scams where Bitbay is merely the recipient of your digital assets);
20. Losses you suffer due to the transfer of digital assets out of the Platform at your request;
21. Any losses arising from or related to the new offering of digital assets, initial coin offerings (ICOs) or the decision to list or not list digital assets on the Platform;
22. Network events, forks or airdrops;
23. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Services, or delays or omissions in the Services, or the failure of any connectivity or communications service to provide or maintain your access to the Services, or any interruptions or disruptions in your access, or any miscommunications between us, regardless of the cause; and
24. Any transactions, instructions or actions you conduct or purport to conduct through your email account or accounts;
(ii) any loss of business, profits, anticipated savings or opportunity, or any special, punitive, aggravated, incidental, indirect or consequential loss or damage, whether arising out of or in connection with the Website, Platform, your account, the Services, these Terms, Product Terms, Privacy Statement and/or any agreement entered into under these Terms or otherwise;
(iii) any loss or damage you may suffer as a result of Manifest Errors and/or severe market volatility and/or the cancellation/modification of any Transaction, howsoever arising, whether direct or indirect, special or consequential, including but not limited to loss of profit and loss of opportunity, even if Bitbay was aware of the possibility of such loss or damage or such loss or damage was reasonably foreseeable; and/or
(iv) any loss that constitutes a claim but has not been brought in a formal legal action within one (one) calendar year after the event giving rise to the claim began. You agree and acknowledge that this clause may modify any statute of limitations applicable at law, and if prohibited by applicable law, this clause will be deemed to have the minimum enforceable statute of limitations. Without limiting the generality of the foregoing, you agree that claims shall be resolved exclusively through binding arbitration.
16.3 Damage or Interruption. Bitbay is not responsible for any damage or interruption caused by any computer virus, spyware, scareware, Trojan horse, worm or other malicious software that may affect your computer or other device, or any phishing, spoofing or other attack. You should also be aware that SMS and email services are susceptible to spoofing and phishing attacks. You should exercise caution when viewing messages purporting to be from us. It is your responsibility and that of the Authorized Person to keep all account credentials secure at all times.
17. Amendment of Terms
17.1 Bitbay may amend these Terms and any terms and conditions incorporated by reference (including any Product Terms) at any time and your continued use of the Services will constitute your agreement to such amendments. Changes to these Terms will be posted on the Website and may be notified to users separately by email, App or other means at Bitbay's discretion.
17.2 Bitbay will try to notify users before any changes to the Terms come into effect. However, we may sometimes need to make changes that take effect immediately, in which case we will notify users as soon as possible after the changes take effect. Changes that may take effect immediately include, but are not limited to: (i) changes to address legal and/or regulatory requirements; or (ii) changes to make these Terms clearer.
17.3 Any updates to these Terms will take effect after notification to users, except where the revision takes effect immediately. If you do not wish to accept the changes, you may cancel your account in accordance with the provisions of these Terms. Your continued access or use of any service will be deemed as acceptance of the updated Terms.
18. Governing Law and Dispute Resolution
18.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of Hong Kong, without regard to any choice or conflict of law rules.
18.2 Notice of Claims. To the extent permitted by law, you agree to waive your right to a jury trial and to have any disputes arising out of or related to these Terms resolved in court. For any dispute or claim you have against Bitbay, or that is in any way related to these Terms, you agree to first contact Bitbay and attempt to resolve the claim informally by sending a written notice of claim (“Notice”) to our email address “legal@Bitbay.com”.
The notification must:
(i) include your name, residential address, email address and telephone number;
(ii) describe the nature and basis of the claim; and
(iii) A statement of the specific assistance sought.
If you and Bitbay cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may submit the Dispute to binding arbitration as provided below.
18.3 Dispute Resolution. Any dispute, controversy, difference or claim between you and Bitbay (and/or any of its Affiliates) arising out of or relating to: (a) these Terms or any Product Terms, including the existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or invalidity thereof, (b) the relationship between you as a User and Bitbay (and/or any of its Affiliates) (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory and regardless of whether a claim arises during or after the effectiveness of these Terms); and (c) any dispute relating to non-contractual obligations in connection with these Terms, any Product Terms or the relationship between you and Bitbay (and/or any of its Affiliates). The arbitral award shall be final and binding. The arbitration clause set forth in this clause shall survive any termination of these Terms.
You and we agree that:
(i) These Terms and Conditions shall be governed by the laws of Hong Kong;
(ii) the seat of arbitration is Hong Kong;
(iii) the arbitral proceedings will be conducted in English;
(iv) Unless you and we agree otherwise, the number of arbitrators shall be one, and the arbitrator must have relevant legal and technical expertise;
(v) If you and we fail to agree on the appointment of an arbitrator within 15 business days after the dispute enters into arbitration, the arbitrator shall be appointed by the Hong Kong International Arbitration Centre;
(vi) An arbitrator may only conduct the arbitration on an individual basis and may not:
1. Consolidate claims of multiple individuals;
2. preside over any type of class or representative proceeding; and
3. To preside over any proceedings involving more than one individual.
Any claim you may have arising out of or related to these Terms must be strictly commenced within one year after the claim arises, otherwise the statute of limitations will expire and become irrevocable. Expiration of the statute of limitations means that there is no longer any legal right to assert such claim and no formal legal action can be taken.
Notwithstanding any other provision of these Terms, you agree that we may be entitled to seek injunctive relief (or an equivalent type of urgent legal relief) or equitable relief in any jurisdiction.
You agree that in case of any dispute arising out of or related to these Terms of Use:
(i) only relates to you and Bitbay; and
and (ii) will be resolved only through an individual proceeding and not as a class arbitration, class action, or any other type of representative proceeding.
If any part of these Terms is found to be unenforceable or illegal for any reason:
(i) only unenforceable or illegal terms and conditions should be trimmed/deleted;
(ii) severance of the unenforceable or illegal provision will have no effect on the remainder of these Terms or the ability of the parties to compel arbitration of any remaining claims under these Terms; and
(iii) If any claims must therefore proceed on a class, joint, consolidated or representative basis, such claims must be litigated in a civil court of competent jurisdiction rather than in arbitration, and the parties agree that litigation of such claims will be stayed pending the outcome of any individual claim in arbitration.
18.4 Confidentiality. The parties agree that the arbitration shall be confidential. The existence of the arbitration, the existence or content of the Claim, all documents and information made or exchanged in connection with the arbitration and any submissions, orders or awards made in the arbitration shall be confidential and shall not be disclosed by any party to any third party other than the Arbitral Tribunal, HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers and any other persons necessary for the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information if:
(i) with the written consent of the other party;
(ii) to the extent that such party is or may be subject to applicable law or the regulations of any competent regulatory or supervisory body, or pursuant to any order of a court or other authorised body or tribunal of competent jurisdiction;
(iii) in connection with the commencement, conduct or defence of any legal proceedings by a party to enforce or challenge any award made in the arbitration; and
(iv) the relevant Confidential Information has become public domain without breach of these Terms.
The confidentiality obligations in these Terms will survive termination of these Terms and the conclusion or suspension of any arbitration initiated under these Terms.
19. General
19.1 Applicable Laws. By using the Services, your Account and the Platform, you and any Authorized User must comply with all applicable laws, any relevant licensing requirements and third-party legal requests (including data privacy laws, anti-money laundering laws and counter-terrorism financing laws).
19.2 Notices. After you use the Services, we may send you any notices or communications related to your use of the Services through the email account associated with your account. You are responsible for ensuring that you provide an accurate and up-to-date email account. If a notice is sent to your email account, you will be deemed to have received the notice regardless of whether you receive a delivery failure notice.
Any notice, consent or other communication given under these Terms must be in writing, in the English language and signed or otherwise authorized by the party giving it.
19.3 Announcements. All official announcements, news and events will be published on the Website and/or Platform. These announcements are very important and may involve issues that may affect the value of your digital assets or their security. You should check the Website regularly and read and carefully consider the content of the announcements.
19.4 Entire Agreement. These Terms and any applicable Product Terms constitute the entire agreement between you and Bitbay regarding the Services. The parties acknowledge that, except as expressly provided in these Terms or any Product Terms, the parties do not rely on any statement, representation, warranty or guarantee (whether made negligently or without knowledge) and do not have any rights or remedies in connection therewith.
19.5 Assignment. You may not assign or transfer any of your rights under this Agreement or delegate all or any part of your obligations under this Agreement without our prior written consent. However, we may assign or transfer any of our rights or obligations under these Terms to any other person at any time, including, without limitation, in connection with any merger, acquisition or other corporate reorganization involving Bitbay.
19.6 Severability. If any provision of these Terms is at any time illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining provisions will not be affected or impaired in any way.
19.7 Recording. Subject to applicable law, you agree that Bitbay may, without further disclosure or your consent, record any communications we have with you regarding these Terms, including communications used to place orders or conduct transactions. Any records we maintain will constitute evidence of the communications between you and us. You agree that we may use call recordings, transcripts, message records, or other records of communications so that we can ensure compliance with applicable law, provide customer support, handle any disputes related to these Terms, and in any other manner not prohibited by applicable law. The contents of these records will be the exclusive property of Bitbay.
Bitbay may also disclose such call recordings, transcripts, message records or other communication records to any applicable regulator, law enforcement agency or specialized agency (including tax authorities), or as otherwise required by applicable law.
19.8 Language. These Terms may be translated into a language other than English. Any such translation is provided solely for your convenience. In the event of any inconsistency or ambiguity, the English language shall prevail.
19.9 Third Party Rights. Except with respect to Affiliates, nothing expressed or referred to in these Terms shall be construed as giving any legal or equitable right, remedy or claim to any person other than the parties to these Terms. These Terms shall be binding only upon the parties to these Terms and their successors and permitted assigns.
19.10 Survival. All provisions of these Terms that by their nature should survive the expiration or termination of these Terms shall remain binding upon you after such termination or expiration.
19.11 Relationship of the Parties. Bitbay is not your agent for the performance of these Terms. These Terms shall not be construed as fact or evidence of any association, joint venture, partnership or franchise between the parties.
19.12 Digital Assets. We record the amount and type of digital assets you credit in your account. These digital assets are not held on-chain in separate wallets from digital assets held by other users or maintained by Bitbay for business purposes. The internal ledger is used to record the amount and type of digital assets to which a customer is entitled. Each user will have an off-chain account or sub-account based on the ledger, which has a unique identifier (UID) and associated login credentials and records the credit balance of the relevant user. Bitbay is not a trustee of any digital assets you credit and has no fiduciary responsibility for any digital assets you credit. When you instruct us to transfer or otherwise deal with digital assets, we will not use any specifically identifiable digital assets to execute such instructions. Subject to these Terms, Bitbay will use the same amount and type of digital assets as those deposited into your account when executing your instructions. You will be entitled to the same amount and type of digital assets as those credited in your account.
19.13 Force Majeure. We will not be liable for any failure or delay in performance under these Terms due to factors beyond our reasonable control, including but not limited to industrial disputes, strikes, lockouts, shortages or unavailability of energy, raw materials or supplies, war, terrorism, riots or epidemics.
19.14 Waiver. Any delay or omission by Bitbay in exercising any right or remedy under these Terms will not be construed as a waiver of that right or remedy or any other right or remedy to subsequently enforce that right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by applicable law.
19.15 Set-off. In addition to any other rights or remedies provided by these Terms or by law, we may set off any amounts owed to us by you under these Terms or otherwise. You must pay all amounts owed to us without set-off, counterclaim, deduction or withholding in any way, except as otherwise required by applicable law.
19.16 Privacy. If you obtain information about other users through the Platform or by using the Services, you must maintain the confidentiality of that information and use it only in connection with the Services and in accordance with applicable law. You may not disclose or distribute any user information to third parties or use it in any way except as reasonably necessary to effectuate a transaction.
19.17 Death of Account Holder. In the event of your death or incapacity, or if we have reason to believe that you have died, we may freeze your account. Your account will be frozen until (i) your personal representative or beneficiary successfully completes a succession application to receive the assets in your account in accordance with Bitbay’s requirements (which Bitbay may update from time to time without prior notice); or (ii) you provide sufficient evidence to prove that you are not deceased.
The transfer of assets to your account under these Terms is subject to applicable law and these Terms. We do not promise or guarantee any particular timetable for the transfer of assets to your credited account.
19.18 Taxes. You are responsible for determining whether any taxes apply to amounts you pay or receive, if any, and for calculating, reporting, and remitting the correct taxes to the relevant tax authorities. Bitbay is not responsible for determining whether any taxes apply to your use of the Services, or for calculating, reporting, or remitting any taxes arising from any transactions or use of the Services.
You acknowledge that we may file certain reports with relevant tax authorities regarding transactions conducted on the Platform. Bitbay may, in its sole discretion or as required by applicable law, provide you with additional information for the calculation of any taxes. We may also, at our sole discretion, withhold and deduct at source any taxes required by applicable law.
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