Terms & Conditions of Use
Terms of Service
IMPORTANT: By creating or funding an Account or accessing or using any of the Services (each as defined below), you acknowledge that you have read, understand, and completely agree to these Terms of Service, as updated and amended from time to time. If you do not agree to be bound by these Terms of Service or with any subsequent amendments, changes or updates, you may not access or use any of the Services, and if you do access or use any of the Services, you will be bound by these Terms of Service, as updated and amended from time to time; your only recourse in the case of your unwillingness to be bound by these Terms of Service is to stop using all of the Services.
Only eligible Persons are permitted to access or use the Services. Any Person that is not eligible that utilizes the Services or that accesses the Site will be in breach of these Terms of Service and may have any Fiat, Digital Tokens, funds, proceeds or other property, confiscated (all as defined below).
These Terms of Service apply to users of trading.panxora.io (all web pages at such address are sometimes referred to as the “Site”). You should read these Terms of Service carefully to determine which provisions apply to you. These Terms of Service should be read in conjunction with the terms of service applicable to other web pages of the Site, which will apply to you in respect of the services identified, which shall be in addition to these Terms of Service and shall not be exclusive. For example, use of the Derivatives services the Site and the trading of any derivative products are governed by Derivative Terms of Service which shall be in addition to these Terms of Service and shall not be exclusive. By creating or funding an Account or accessing or using any of the services, functions, or features offered from time to time on the Site (collectively or individually, the “Services”), the user (referred to herein as “you” or “your”) agrees to these Terms of Service.
These Terms of Service, together with the incorporated materials, constitute the entire agreement and understanding with respect to the access or use of any or all of the Services, and any manner of accessing them via the Site, between you and Panxora:
The Services are complex and carry a high level of risk and are not appropriate for users who do not possess the appropriate level of knowledge and experience to deal in them. Panxora is under no obligation to assess the suitability of the Services for users and any comment or statement which may be made by Panxora or any of its Associates as to the suitability of the Services to you should under no circumstances be considered as investment or legal advice and should not be received or relied upon as such.
These Terms of Service may be amended, changed, or updated by Panxora at any time and without prior notice to you. You should check back often on the Site to confirm that your copy and understanding of these Terms of Service is current and correct. Your non-termination or continued access or use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes, or updates.
The access or use of the Site and any of the Services is void where such access or use is prohibited by, would constitute a violation of, or would be subject to penalties under applicable Laws, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
- Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
- “Account” means, collectively, a Person’s account, subaccounts, Digital Tokens Wallet, Staking Wallet and other records, all as utilized by Panxora from time to time to record the Person’s balances of Fiat, Digital Tokens, other assets and usage of Services.
- “Account Management” has the meaning set out in ^Clause 6.3 of these Terms of Service;
- “Affiliate” means, in relation to either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company;
- “AML” means anti-money laundering, including all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Tokens, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;
- “Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;
- “Apple” has the meaning set out in Clause 29 of these Terms of Service;
- “Associates” means Panxora and each and every one of its Affiliates and each of Panxora’s and its Affiliates’ shareholders, directors, officers, employees, contractors, agents, partners, insurers, and attorneys;
- “Panxora” means:
- Panxora is the trading name for Armitage-Corto Ltd. A company incorporated in the Federation of Nevis and St. Kitts;
- “Panxora APP for Android” has the meaning set out in Clause 30 of these Terms of Service;
- “Panxora APP for iOS” has the meaning set out in Clause 29 of these Terms of Service;
- Removed intentionally
- Removed intentionally
- “Borrowing” has the meaning set out in Clause 3.2 of these Terms of Service;
- “Copyrights” has the meaning set out in Clause 16 of these Terms of Service;
- “CPR Rules” has the meaning set out in Clause 12.4 of these Terms of Service;
- “CTF” means counter-terrorist financing;
- “Delegate” has the meaning set out in Clause 4 of these Terms of Service;
- “Delegated Subaccount” has the meaning set out in Clause 4 of these Terms of Service;
- “Delegator” has the meaning set out in Clause 4 of these Terms of Service;
- “Digital Tokens” means a digital representation of value that functions as (i) a medium of exchange; (ii) a unit of account; (iii) a store of value, and/or (iv) other similar digital representations of rights or assets, which is neither issued nor guaranteed by any country or jurisdiction and does not have legal tender status in any country or jurisdiction, typically including blockchain-based assets or rights including sovereign cryptocurrency or virtual currency such as bitcoin, uniswap token, and ether;
- “Digital Tokens Address” means an alphanumeric identifier that represents a potential destination for a Digital Tokens transfer, which typically is associated with a user’s Digital Tokens Wallet;
- “Digital Tokens Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Tokens, including a user’s Digital Tokens Address, Digital Tokens balance, and cryptographic keys. When referenced in connection with the Services, Digital Tokens Wallet is the means for: (i) holding, storing, and transacting in Digital Tokens and Fiat in connection with the Services, and (ii) transferring Digital Tokens, which we provide you as a part of the Account, subject to the Terms of Service;
- “Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalized by any Laws applicable to you or the Site;
- “Eligible Contract Participant” has the meaning set out in Section 1a(18) of the United States Commodity Exchange Act and Rule 1.3 of the United States Commodity Futures Trading Commission, each as amended;
- “FATF” means the Financial Action Task Force;
- “FSRC” means the Financial Services Regulatory Commission of Federation of Nevis and St. Kitts;
- “Fiat” means the money or currency of any country or jurisdiction that is:
- designated as legal tender; and,
- circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;
- “Financing Order Book” has the meaning set out in Clause 3 of these Terms of Service;
- “Financing Provider” means any provider of financing for and on her own account on the Site;
- “Financing Recipient” means any recipient of financing from a Financing Provider on the Site;
- “FinCEN” means the Financial Crimes Enforcement Network of the U.S. Department of the Treasury;
- “Google” has the meaning set out in *Clause 30 of these Terms of Service;
- “Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;
- “Government Approval” means any authorization, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Services or any transaction entered into under these Terms of Service;
- “Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organization, and any Person who is acting in an official capacity for any of the foregoing, even if such Person is acting in that capacity temporarily and without compensation;
- “Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you or the Site;
- “Lien” has the meaning set out in Clause 6.2 of these Terms of Service;
- “Losses” means, collectively, any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including attorneys’ fees or the costs of any claim or suit), including any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses;
- “Marks” has the meaning set out in Clause 16 of these Terms of Service;
- “OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury;
- “Person” includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality);
- “Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria or Crimea (a region of Ukraine annexed by the Russian Federation);
- “Prohibited Person” means any U.S. Person; the Government of Venezuela; any resident of, or Government or Government Official of, any Prohibited Jurisdiction; and any Sanctioned Person.
- “Prohibited Use” has the meaning set out in Clause 14 of these Terms of Service;
- “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party list published by the FSRC, or under Economic Sanctions, AML, or CTF Laws of or by Governments of the United States, the Federation of Nevis and St. Kitts (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the Federation of Nevis and St. Kitts), or the United Nations;
- “Sanctioned Person” refers to any Person or Digital Tokens Address that is: (i) specifically listed in any Sanctions List; (ii) directly or indirectly owned 50 percent or more by any Person or group of Persons in the aggregate, or a Digital Tokens Wallet associated with such Person or Persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or (iii) that is subject to any Government Approval or otherwise sanctioned, restricted, or penalized under applicable Economic Sanctions, AML, or CTF Laws;
- “Staking Rewards” has the meaning set out in Clause 3.7 of these Terms of Service;
- “Staking Wallet” has the meaning set out in Clause 3.7 of these Terms of Service;
- “Terms of Service” means these terms and conditions of service, as they may be changed, amended, or updated from time to time, including the following Site policies and pages: the *API Terms of Service; the Risk Disclosure Statement; the Anti-Spam Policy; the Law Enforcement Requests Policy; and the Panxora Fees and Income Schedule.**
- “Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended; and common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
- “Territory or Insular Possession of the United States” means the Commonwealth of Puerto Rico; the U.S. Virgin Islands; Guam; the Commonwealth of the Northern Mariana Islands; and all other territories and possessions of the United States, other than the Indian lands (as that term is defined in the Indian Gaming Regulatory Act);
- “Third-Party Services” has the meaning set out in Clause 19 of these Terms of Service;
- “Trading Order Book” has the meaning set out in Clause 3 of these Terms of Service;
- “United States” or “U.S.” means the several states of the United States and the District of Columbia;
- “U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government (i.e., a US national);
- “User Submissions” has the meaning set out in Clause 11 of these Terms of Service;
- “U.S. Financial Institution” means any U.S. Person and any of its affiliates, branches, offices, or agents incorporated, organized, or located in the United States or Territory or Insular Possession of the United States that is engaged in the business of: (i) accepting deposits; (ii) making, granting, transferring, holding, or brokering remittances, loans, or credits; or (iii) purchasing or selling foreign exchange, securities, commodity futures or options, or procuring purchases and sellers thereof, whether as principal or agent, and this term applies to affiliates, branches, offices, and agencies of any foreign financial institution that are located in the United States or Territory or Insular Possession of the United States, but not such foreign financial institution’s affiliates, branches, offices, or agencies located outside the United States and Territory or Insular Possession of the United States;
- “U.S. Person” means:
- a U.S. Citizen or U.S. Resident;
- a corporation, partnership, or other entity established or organized in or under the Laws of the United States;
- any estate of a decedent who was a U.S. Citizen or U.S. Resident;
- any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
- any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value, (ii) holds a majority of seats or memberships on the board of directors of the entity, or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or
- any pension plan for the employees, officers or principals of a legal entity described in Clause 1.59.2, unless the pension plan is primarily for foreign employees of such entity.
- “Virus” means any harmful or surreptitious code with a purpose to, effect of or that could be reasonably be expected to: (i) cause any unplanned interruption of the operation of a website or computer systems, (ii) unauthorized use of a website or computer systems, (iii) altering, destroying, or inhibiting the use of a website, software or computer systems; or (iv) block access to, or prevent the use or accessibility of a website or computer systems. Viruses include malware, trojan horses, system monitors/keyloggers, dialers, adware, and adware cookies lockup, time bomb, key lock device program, or disabling code.
- “you” or “your” means the user.
- Headings: The headings and sub-headings in these Terms of Service are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.
- Extended Meanings: Unless otherwise specified in these Terms of Service, words importing the singular include the plural and vice versa and words importing gender include all genders. The word “include”, “includes” or “including” will be interpreted on an inclusive basis and be deemed to be followed by the words “without limitation”.
- Currency: Unless otherwise specified in these Terms of Service, references to “$” means the U.S. dollar.
- Governing Law: These Terms of Service shall be governed by and construed and enforced in accordance with the Laws of the Federation of Nevis and St. Kitts, and shall be interpreted in all respects as a Federation of Nevis and St. Kitts contract. Any transaction, dispute, controversy, claim or action arising from or related to your access or use of the Site or these Terms of Service likewise shall be governed by the Laws of the Federation of Nevis and St. Kitts, exclusive of choice-of-law principles.
- Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:
- Right to Use the Site: If you (i) have an Account, (ii) are not a Prohibited Person, (iii) do not operate your Account, any subaccount or Digital Tokens Wallet for the benefit of a Prohibited Person and (iv) comply with these Terms of Service, Panxora grants you the limited right to use the Services. The right to use the Services is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in these Terms of Service. Nothing in these Terms of Service gives you any license (other than as set out in this Clause), right, title, or ownership of, in, or to the Site, any of the Services, the Copyrights or the Marks. Panxora may suspend or terminate the provision of Services to you, your Account or any subaccount or Digital Tokens Wallet, or to any of your Digital Tokens Addresses, or to freeze or terminate your Account or any subaccount or Digital Tokens Wallet, or your Fiat or Digital Tokens, at its sole discretion, as required by applicable Laws, where Panxora determines that you have violated, breached, or acted inconsistent with any of these Terms of Service or exposed Panxora or its Associates to the possibility of sanctions, restrictions or Losses pursuant to applicable Laws, or in connection with an investigation regarding any of the foregoing.
- 2.1 Every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating an Account or any subaccount or Digital Tokens Wallet in any way or otherwise transacting on or using the Services or the Site.
- 2.2 No Account, subaccount or Digital Tokens Wallet may be operated for and no order or transaction in a Digital Tokens Wallet may be for the financial or other benefit of a Prohibited Person.
- 2.3 With respect to any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States, the prohibitions in Clauses 2.1 and 2.2 are governed by the terms of Clause 18.104.22.168 and will be applied at the entity level.
- Trading and Financing Activities: The Site is a trading environment for the spot purchase and sale of Digital Tokens. The Site permits both unfinanced and financed transactions. Unfinanced purchases are fully funded by trading participants through Digital Tokens or Fiat funds deposited by you from a Digital Tokens Address or otherwise into an Account. For example, if you deposit $100.00 into your Account, you may then purchase $100.00 worth of Digital Tokens in an unfinanced transaction. Purchases and sales of Digital Tokens on the Site, whether in an unfinanced transaction or a financed transaction, are settled by actual delivery of the full amount of the Digital Tokens by the seller to the purchaser’s Digital Tokens Wallet against payment in full by the purchaser to the seller’s Digital Tokens Wallet.
Important: Financing is not allowed where prohibited by applicable Laws. Furthermore, every Prohibited Person is strictly prohibited from directly or indirectly holding, owning or operating any Account, subaccount or Digital Tokens Wallet in any way or otherwise transacting on or using the Services or the Site.
- 3.1 Any U.S. Person is prohibited from using the Site or any Services, including exchange trading services using any Account, subaccount or Digital Tokens Wallet on the Site.For the avoidance of doubt, as defined above, U.S. Persons (including United States Citizens or United States Residents) are prohibited from using the Site or any Services, including exchange trading services. In addition, where you are not a U.S. Person, but Panxora knows or has reason to know that you are making a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services to you, then we may choose to withdraw your right to use any of Panxora’s services including exchange trading services, at the sole discretion of Panxora.
- 3.2 Financed transactions in Digital Tokens and financing for other purposes, including withdrawal from the Site, are permitted through the Site’s platform-enabled, peer-to-peer financing functionality. Financing Providers may offer financing for others from a specified Digital Tokens Wallet on the Site, if they so choose. Financing Recipients may accept financing for trading from Financing Providers for up to 90% of the value of a Digital Tokens purchase, however the maximum financing varies on a Digital Token by Digital Token basis. For example, if the maximum financing is 90% for the particular Digital Token and you deposit $10.00 to the Site, you may then obtain financing in an amount not exceeding $90.00 in order to buy $100.00 worth of Digital Tokens in a financed transaction. In other words, you may accept financing equal to a maximum total Digital Tokens-to-equity ratio of 10 to 1. Financing Recipients may also accept financing for purposes that are not restricted to Digital Tokens trading (“Borrowing”), including withdrawal from the Site, from Financing Providers. Financing Recipients may accept financing in Fiat or Digital Tokens for as much as 90% of the value of the collateral the Financing Recipient retains in a specified Digital Tokens Wallet on the Site, however the required collateral varies on a Digital Token by Digital Token and Fiat by Fiat basis. For example, if the maximum amount of Borrowing is 90% of the value of a particular Digital Token provided as collateral and you wish to obtain financing in an amount of $900.00 in Fiat or another Digital Token in Borrowing, you must provide at least $1,000.00 worth of the Digital Token as initial collateral. Financing Recipients will only be eligible to engage in Borrowing with Financing Providers if they have completed the verification process described on the Site. Depending on the level of verification completed by the Financing Recipient, different options will become available for Borrowing. The maximum amount of Borrowing any one Financing Recipient may receive is $250,000.00.
- 3.3 Shorting of Digital Tokens is another type of financed transaction permitted on the Site. In a typical ‘long sale’ of Digital Tokens, the seller enters into a regular spot trade of Digital Tokens and settles the transaction by delivering Digital Tokens that the seller owns outright. In a ‘short sale’ of Digital Tokens, the seller also enters into a regular spot sale of Digital Tokens, except that the transaction is settled by delivering Digital Tokens that the seller has borrowed.
- 3.4 Digital Tokens can be borrowed for purposes of short sales through the Site’s peer-to-peer financing functionality. The Digital Tokens borrower may seek offers or make a bid to borrow Digital Tokens on the Financing Order Book. Digital Tokens borrowers are not permitted to borrow more than the applicable maximum established for the particular Digital Token sold in a short sale. The Fiat proceeds of any short sale serve as collateral for the borrowing of the Digital Tokens until those Digital Tokens are repaid.
- 3.5 Panxora enables users to utilize third party peer-to-peer financing from other participants on the Site. Financing Recipients may obtain financing in one of two general ways: they may place bids for financing on the Site’s separate, peer-to-peer financing order book (the “Financing Order Book”); or, they may elect to be automatically matched through the Site’s order matching engine with one or more Financing Providers on the Financing Order Book at the best prevailing price on the Financing Order Book. Although Panxora is not generally a party to these financing contracts, Panxora enforces the contracts established between Financing Providers and Financing Recipients on the Financing Order Book.
- 3.6 The Financing Order Book operates independent of the spot contract trading order book (the “Trading Order Book”). Once the desired financing is secured by a Financing Recipient, both financed and unfinanced transactions on the Trading Order Book are indistinguishable from each other to the trade matching engine.
- 3.6.1 The amount of the financing, the terms of the financing, and the interest rate are all commercial terms negotiated through the Financing Order Book between Financing Providers and Financing Recipients. For instance, assume that A has $30.00 (in dollars) in her specified Digital Tokens Wallet on the Site. A obtains $70.00 in financing at X interest rate for Y term on the Financing Order Book (thereby becoming a Financing Recipient) from B, a Financing Provider. With that aggregate amount of $100.00, A may purchase $100.00 in Digital Tokens on the Trading Order Book from C, or from one or more other sellers. A has the right to repay the financing (including any accrued interest) at any time without pre-payment or other penalty. Obtaining financing does not create any obligation to purchase Digital Tokens on the Trading Order Book. A may also replace financing from B at any time with more favourable financing.
- 3.6.2 In the above example, the Digital Tokens purchased by A (for $100.00) are subject to a Lien in favour of B up to the total amount of financing secured from B ($70.00 plus any interest component). A may remove any number of Digital Tokens from the Site or the user’s specified Digital Tokens Wallet that is not subject to the Lien.
- 3.6.3 A may sell her Digital Tokens and repay the loan. Any profit or loss realised from selling the Digital Tokens shall be settled against A’s balances.
- 3.6.4 Alternatively, A could satisfy the Lien and unencumber the Digital Tokens by repaying the financing used to purchase the Digital Tokens. Unencumbering the Digital Tokens simply refers to the process of using some combination of unrealized gain or additionally deposited Fiat funds, or both, for the purposes of paying off the financing and removing the Lien.
- 3.6.5 As another example, assume that X has $1,000.00 in BTC in his specified Digital Tokens Wallet on the Site and the maximum amount of Borrowing is 90% of the value of BTC provided as collateral. X uses his $1,000.00 in BTC as collateral to engage in Borrowing and obtains $900.00 at A interest rate for B term on the Financing Order Book (thereby becoming a Financing Recipient) from Y, a Financing Provider. X can remove up to $900.00 from the Site, however X must add additional collateral if the price of BTC falls such that the value of the BTC provided as collateral falls below $1,000.00. If the price of BTC rises such that the value of the BTC provided as collateral rises above $1,000.00, X may obtain Borrowing for more than $900.00. X will also need to manage his collateral to account for interest payments to Y.
- 3.6.6 In the above example, the Digital Tokens provided by X as collateral are subject to a Lien in favour of Y up to the total amount of financing secured from Y ($900.00 plus any interest component). X may remove any number of Digital Tokens provided as collateral, up to the minimum required collateral.
- 3.6.7 X can satisfy the Lien and unencumber the Digital Tokens by repaying the Borrowing of $900.00 and applicable interest, at any time.
- 3.7 Some Digital Tokens support staking. Staking is a process that supports the operation of the protocol on which the Digital Token operates or the Digital Token itself. The Person who stakes Digital Tokens normally receives a reward for doing so (“Staking Reward”). Panxora intends to make arrangements for certain Digital Tokens held in users’ trading or funding Digital Tokens Wallets on the Site (“Staking Wallets”) to be staked and to disclose which Digital Tokens are being staked from time to time on the Site. The Digital Tokens that are staked may be amended, changed, or updated by Panxora at any time and without prior notice to you. Panxora may choose to cease staking activities at any time. Because staking can require Digital Tokens to be locked (which could impede withdrawal), and because staking can put Digital Tokens at risk, Panxora will only arrange for a portion of the total number of Digital Tokens held by Panxora and its Affiliates to be staked. By holding a Digital Token that is staked in a Staking Wallet, you accept the risk that your withdrawal of Digital Tokens could be delayed if withdrawals by other users exceed the un-staked portion of Digital Tokens held in Staking Wallets. The duration of the potential delay is based on the characteristics of the applicable Digital Token. Panxora may choose to engage service providers to stake some or all of the Digital Tokens. Staking Rewards collected by Panxora or its Affiliates in respect of Digital Tokens held in Staking Wallets will be used to cover the costs of staking, either incurred as a fee to a service provider or an Affiliate of Panxora or directly by Panxora, and a staking fee charged by Panxora. The percentage of Staking Rewards distributed to you, and timing of such distribution will be determined by Panxora in its sole discretion. Staking Rewards vary by Digital Token. You agree and understand that Panxora does not guarantee that you will receive Staking Rewards. Any information regarding the potential amount of any Staking Rewards set out in the Site or otherwise is in estimate only. Panxora makes no representations and warranties and makes no guarantees: (i) that any stated percentage of Staking Rewards will be received, (ii) that staking will occur on a continuous basis, (iii) that staking will occur on an uninterrupted or error-free basis, or (iv) that any particular Digital Token will be staked or will continue to be staked. Certain events associated with staking can cause staked Digital Tokens to be subject to a “slashing penalty” in addition to the non-payment Staking Rewards. Panxora intends to assume liability for slashing penalties unless the slashing penalties result from your acts or omissions, the acts of a hacker or other malicious actor or a force majeure event. By holding a Digital Token that is staked in a Staking Wallet, or accepting any Staking Reward, you are expressly agreeing to the terms set out in this paragraph.
- 3.8 You agree and understand that you are not entitled to the payment of interest by Panxora for any of your Fiat or Digital Tokens.
- Subaccounts: Each Account permits the creation of subaccounts. These subaccounts may be created in the discretion of the Panxora account holder and have no effect on the relationship of the Panxora account holder with Panxora unless Panxora explicitly agrees in writing.In addition, the holder of a subaccount agrees by depositing or transferring Fiat or Digital Tokens in the subaccount, to the transfer of ownership (the “Delegator”) of such Fiat and Digital Tokens to the holder of the master account (the “Delegate”). Through this transfer, the Delegator will delegate to the Delegate the right to utilize the Services for the subaccount into which such Fiat and Digital Tokens have been transferred (the “Delegated Subaccount”), including the right of the Delegate to determine: (i) how to transact in the Delegated Subaccount, (ii) whether to transfer Fiat or Digital Tokens from the Delegated Subaccount to other subaccounts controlled by the Delegate, (iii) whether to withdraw Fiat or Digital Tokens from the Delegated Subaccount and (iv) whether to impose restrictions on the Delegator’s authority over Fiat or Digital Tokens in the Delegated Subaccount or other use of Services through or for the benefit of the Delegated Subaccount.The terms and conditions of the Delegated Subaccount, the power and authority of the Delegate, and the rights of the Delegator may be as further agreed by the Delegator and Delegate, even if in variance of the foregoing. However, Panxora will not be party to, or otherwise bound or obligated by, such terms and conditions agreed between Delegator and Delegate. Without limiting the generality of the foregoing, if Delegate imposes restrictions on the authority of Delegator over the Delegated Subaccount, the Delegate is responsible for imposing those restrictions by agreement with the Delegator. Panxora will not be bound by such agreement or liable for any breach thereof by either Delegator or Delegate. In addition, when a Delegate’s authority over the Delegated Subaccount is properly revoked, the Delegate’s access to the assets, information and data of the Delegated Subaccount will cease, even if the agreement between the Delegator and Delegate provides otherwise.In order to induce Panxora to permit a Delegated Subaccount, Delegator and Delegate hereby agree as follows:
- 4.1 Panxora is not responsible for and no Associate shall be liable for any action or inaction by either Delegator or Delegate, including (i) the use of or failure to use the Services, (ii) any Losses sustained in the Delegated Subaccount from the use of Services or (iii) any Losses sustained from the transfer of any Fiat or Digital Tokens between Accounts or Digital Tokens Wallets or among subaccounts within any Account;
- 4.2 Panxora may act upon and rely upon instructions or other information from Delegate provided to any Associate for or in connection with the Delegated Subaccount. No Associate shall be liable for (i) any Losses resulting from any errors made by Delegate with respect to the Delegated Subaccount, or (ii) any errors resulting, directly or indirectly, from fraud or the duplication of any instruction or other information provided by Delegate to any Associate.
- 4.3 Neither Delegator nor Delegate has any right whatsoever to claim damages, specific performance (including freezing assets in any Delegated Subaccount), or compensation in any form from any Associate as a result of the use of Services within the Delegated Subaccount.
- 4.4 Delegate hereby represents and warrants that Delegate and its use of Services on behalf of the Delegated Subaccount satisfies all legal, regulatory, contractual, operational and other requirements and obligations of Delegate. The performance by Delegate of its rights and obligations with respect to the Delegated Subaccount do not require any Government Approval, or any other action by any other Person, except such as have been obtained or made and are in full force and effect. The Delegated Subaccount and all actions taken by Delegator will comply with all Laws relating to managing Fiat and Digital Assets and conducting trading activities and utilizing the Services on behalf of third parties.
- 4.5 Any information as to Delegate’s plans for the Delegated Subaccount and the related risks desired by Delegator shall be provided by Delegator and not by Panxora. Delegate has advised Delegator of any Government Approval maintained by Delegate or which Delegate is required under Law to maintain with respect to the Delegated Subaccount or Delegate’s actions or services provided for the Delegated Subaccount.
- 4.6 Delegator has determined and agrees that it is solely responsible for ensuring, that the services offered by the Delegate with respect to the Delegated Subaccount are sufficient for all legal, regulatory, contractual, operational and other requirements and obligations of the Delegator, and that such services are appropriate and desirable for the Delegator.
- 4.7 Panxora makes no express or implied warranty, guarantee, or representation that the services offered by the Delegate with respect to the Delegated Subaccount satisfy any legal or regulatory requirements applicable to Delegate or Delegator.
- 4.8 Delegate has established and shall maintain technical and organizational measures to protect the security and confidentiality of information of Delegator and to comply with Laws restricting collection, use, disclosure, processing and free movement of personal data.
- 4.9 Neither Delegator nor Delegate shall falsify or materially omit any information or provide misleading or inaccurate information requested by any Associate, including in connection with the Delegated Subaccount or any use of the Services with respect thereto.
- Risks and Limitation of Liability: Important: This paragraph is in addition to the Risk Disclosure Statement. Trading in Digital Tokens is volatile and markets shift quickly in terms of price, liquidity, market depth, and trading dynamics. The information presented on or through the Site is made available solely for general information purposes and Panxora does not warrant the accuracy, completeness, or usefulness of this information. You are solely responsible and liable: for any and all trading and non-trading activity on the Site and for your Account (including any subaccount or Digital Tokens Wallet on the Site); and, for knowing the true status of any position or contract with any other party on the Site, even if presented incorrectly by the Site at any time. In the event of any conflict between the information reflected in your Account (including any subaccount or Digital Tokens Wallet on the Site) and information on the books and records of Panxora, the books and records of Panxora shall control, even if this results in Losses to you or increases your Losses. You acknowledge and agree: to be fully responsible and liable for your trading and non-trading actions and inactions on the Site and all gains and Losses sustained from your use of the Site and any of the Services; to be responsible for any negative balance in your Account (including any subaccount or Digital Tokens Wallet on the Site); to be fully responsible and liable for all of your obligations with respect to any financing activities on the Site; and, to be fully responsible for safeguarding access to, and any information provided through, the Site and any of the Services, including any Account, subaccount, Digital Tokens Wallet, Digital Tokens Address, private keys, usernames, passwords, and bank account details. You have no right whatsoever to claim damages, specific performance, or compensation in any form from Panxora as a result of actions it takes in its administration of the Digital Token market.There is no guarantee against Losses on the Site. You may lose more than is in your Account (including any subaccount or Digital Tokens Wallet) if you engage in financing on the Site or if there is a force majeure event. When financing is used for trading, the loan carries risk if, among other things, the value of your Digital Tokens drops. If the value of your Digital Tokens drops below a certain level, you are responsible for responding to this market circumstance with Fiat or additional Digital Tokens satisfactory to Panxora. Failure to respond promptly can result in the forced liquidation of Digital Tokens in your Digital Tokens Wallet. Panxora cannot guarantee to stop losses even with the ability to force-liquidate any of your positions (due to, for example, market volatility and liquidity). Panxora will not be and is not responsible for any Financing Provider losing Fiat funds, or Digital Tokens to any Financing Recipient on the Site or for any Losses incurred by a Financing Recipient or any other party on the Site.There is no guarantee against Losses on the Site. You may lose more than is in your Account (including any subaccount or Digital Tokens Wallet) if you engage the Services on the Site or if there is a force majeure event.
- Role of Panxora: Panxora does not generally act as principal, counterparty, or market-maker in the transactions effected through trading on the Site or in providing financing for financed trading on the Site. However, from time to time, Panxora may choose to do so or to contract with third parties to do so. When Panxora or contracted third parties are transacting on the Site or Services, their orders, trades and other transactions will be treated the same as, or provided lower priority than, other user’s orders, trades or other transactions.
- 6.1 Additionally, Panxora administers the trading platform for the bids, offers and enforces contracts among parties engaged in financing activities on the Site. In the event a dispute arises among parities in respect of the Services (including between parties to transactions effected through trading on the Site or financing for financed trading on the Site), Panxora may, at its sole discretion, suspend the provision of Services to you, in whole or in part, pending resolution of the dispute.
- 6.2 You hereby irrevocably appoint Panxora to act as your exclusive agent in respect of any contract on the Site in which you are a Financing Recipient. Specifically, you hereby grant Panxora agency, and you authorize and instruct Panxora: to implement, levy, monitor, and maintain a lien on all Fiat amounts and Digital Tokens in your name or control in any Account (including any subaccount or any Digital Tokens Wallet) on the Site in favour of one or more Financing Providers (a “Lien”); and, to liquidate any Digital Tokens or Fiat in your name or control in any Account (including any subaccount or any Digital Tokens Wallet) if necessary to ensure that any Financing Provider on the Site from whom you have obtained financing is repaid in full.
- From time to time, for certain users of the Services, Panxora may offer account support services (“Account Management”). Account Management will be considered a part of the Services and will be subject to these Terms of Service. Panxora may elect to discontinue Account Management at any time, for any reason, and on any or no notice to you. Account Management will normally be provided remotely and is generally available to discuss technical issues and help you achieve your technical objectives in connection with your use of the Services. Account Management is not, and should never be considered to be advice regarding entering into any particular transaction in connection with the Services.
- Panxora does not provide any legal, accounting, tax or other advice, or advice on trading techniques, advice on models, algorithms, or any other schemes. Panxora does not accredit, supervise, inspect, evaluate or license Delegates or any other third party who may provide or purport to provide any of the foregoing.
- Satisfaction of Liens: If and when you seek to remove your Digital Tokens and Fiat funds from your Account and there is a Lien outstanding against any of your Fiat funds or Digital Tokens, Panxora may satisfy the Lien. Aside from the Lien, you agree neither to create nor to have outstanding any security interest whatsoever over any of your Digital Tokens and Fiat funds in your Account.
- Withdrawals and Deposits: Panxora reserves the right to process and send withdrawals from your Account (including any subaccount or Digital Tokens Wallet) using Fiat or any one or more Digital Tokens even if you initiate the withdrawal in a different Digital Token or Fiat. In the course of processing and sending any withdrawals in Fiat or one or more Digital Tokens, or when processing and receiving deposits, to your Account, Panxora or its Associates may be required to share your user information with other contractual parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for Panxora and its Associates to share this information with such contractual third parties, or as required under applicable Laws or demanded upon a lawful request by any Government, and release Panxora and its Associates from any liability, error, mistake, or negligence related thereto.
- Liquidations and Losses: If the value of your Digital Tokens drops below a certain level or your positions pose a serious threat to the proper functioning of the Digital Tokens market, this may result in certain actions taken by Panxora that are adverse to you. First, Panxora at all times reserves the right to force-liquidate the Digital Tokens in your Digital Tokens Wallet. Where this occurs, your Digital Tokens will be seized by Panxora and used to repay any outstanding amounts due to your Financing Providers. Second, where (i) you have negative equity, (ii) Panxora determines in its sole discretion that, upon liquidation, you would likely have negative equity—that is, you fall below a certain maintenance requirement— in one or more of your positions, or a combination of two or more of your positions, or (iii) Panxora determines in its sole discretion that one or more of your positions, or a combination of two or more of your positions pose a serious threat to the proper functioning of the Digital Tokens market including to the price of Digital Tokens, Panxora reserves the right to seize, take over, and assume all of your liabilities and collateral and to dispose of one or more of your positions, or to retain one or more of them, at a profit or loss, at Panxora’s risk and expense. In addition, in this second scenario, if the sum of all your margin positions exceeds a certain value as set out in the Fee Schedule, you may be charged an additional fee, as set out in the Exchange Fees and Income Schedule. Further to your responsibility for all trading and financing activity and inactivity on the Site, any action may be taken by Panxora pursuant to this paragraph at any time with or without notice to you, in Panxora’s sole discretion.
- Inactivity Fee: Where you have not traded on the Site or engaged in any funding activity on the Site for an uninterrupted period of one year, Panxora thereafter reserves the right to charge and obtain from you an inactivity fee, with or without notice to you. This fee will be taken from the Digital Tokens and other property that you hold on the Site. This amount and the conditions relating to this fee may be updated from time to time in the Panxora Fees and Income Schedule.
- User Submissions, Feedback and Suggestions:
- 11.1 User Submissions: The Site or certain Services may contain member profile pages, forums, groups, and other interactive features that allow users to post, submit, publish, display, or transmit to other users’ content or materials (collectively, “User Submissions”) on or through the Site. You hereby grant Panxora and its Affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute the User Submissions in any and all media or distribution methods, whether now known or later developed. You agree that you are responsible for, and indemnify and save and hold harmless Panxora and its Associates from, any User Submissions you submit or contribute, and you, not Panxora or its Associates, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Panxora and its Associates are not responsible, or liable to any Person, for the content or accuracy of User Submissions posted by you or other users of the Site.
- 11.2 User Feedback and Suggestions: Without limiting the scope of Clause 11.1, by sharing feedback and suggestions with Panxora or its Associates, including as part of Account Management Services, you grant Panxora and its Associates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free license (with the right to sublicense) to any intellectual property rights you may have in the feedback and suggestions you share with Panxora or its Associates to use, including to improve the Services, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute. You agree that by submitting feedback or suggestions to Panxora or its Associates you are not entitled to any form of compensation should Panxora or its Associates consider or develop technology that is the same or similar to such feedback or suggestions.
- Resolution of Disputes:
- 12.1 If you are a Panxora Customer, any dispute, claim, controversy or action arising out of or related to (i) the Terms of Service or the existence, breach, termination, enforcement, interpretation or validity thereof, or (ii) your Account (including any subaccount or Digital Tokens Wallet), the operations and Services of the Site, or (iii) your access to or use of the Services at any time, shall be subject to the exclusive jurisdiction of the courts of the Federation of Nevis and St. Kitts. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against Panxora.
- 12.2 If you are a Panxora Customer, you irrevocably and unconditionally agree and consent to the jurisdiction and venue of the courts of the Federation of Nevis and St. Kitts, and you waive any objections thereto, including under the doctrine of forum non conveniens or other similar doctrines.
- 12.3 You and Panxora agree that any Party hereto may bring claims against the others only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No adjudicator may consolidate or join more than one Person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to any one Panxora user cannot and may not affect any other Panxora users.
- JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND WHATSOVER ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR ANY BREACH THEREOF, ANY USE OR ATTEMPTED USE OF THE SITE OR THE SERVICES BY YOU, AND/OR ANY OTHER MATTER INVOLVING THE PARTIES.
- Prohibited Uses: You may not:
- 14.1 use the Site or any Services in order to disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in, any contraband Digital Tokens, Fiat, funds, property, or proceeds;
- 14.2 use the Site or any Services if any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws and Economic Sanctions Laws, prohibit, penalize, sanction, or expose Panxora to liability for any Services furnished or offered to you or your Account (including any subaccount or Digital Tokens Wallet on the Site) or Digital Tokens Address(es) under these Terms of Service;
- 14.3 use the Site or any of the Services, or any financial services of a U.S. Financial Institution, whether or not an Associate of Panxora, to facilitate, approve, evade, avoid, or circumvent any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws;
- 14.4 use the Site or any Services to evade taxes under the Laws of the Federation of Nevis and St. Kitts, the United States, or any other jurisdiction(s) applicable to you or the Site;
- 14.5 trade, obtain financing or otherwise transact on the Site, or use any Services, with anything other than Fiat funds, keys, property, or Digital Tokens that have been legally obtained by you and that belong to you;
- 14.6 use the Site or any Services to interfere with or subvert the rights or obligations of Panxora or the rights or obligations of any other Site user or any other Person;
- 14.7 post, submit, publish, display, or transmit any User Submission that violates the Terms of Service or the rights of any Person, including the intellectual property rights of any Person;
- 14.8 trade using misleading or inaccurate information presented to the Site or to Panxora or take advantage of any technical glitch, malfunction, failure, delay, default, or security breach;
- 14.9 use the Site or any Services to engage in conduct that is detrimental to Panxora or to any other Site user or any other Person;
- 14.10 use the Site or any Services to: (i) engage or attempt to engage in wash trading, spoofing, fictitious trading or price manipulation; (ii) enter orders or quotes with the intent to disrupt, or with reckless disregard for the adverse impact on, the orderly conduct of trading or the fair execution of transactions; or (iii) enter orders or quotes in the Site or any Digital Token market with the intent of creating the false impression of market depth or market interest;
- 14.11 falsify any Digital Tokens Wallet, Digital Tokens Address, Site or Account (including any subaccount) registration, exchange, or administration details provided to Panxora or any of its Associates, impersonate another Person or misrepresent your affiliation with a Person;
- 14.12 post, submit, publish, display, or transmit any User Submission that is likely to deceive any Person;
- 14.13 falsify or materially omit any information or provide misleading or inaccurate information requested by Panxora or any of its Associates, including at Site registration or during the course of administering any Services to you;
- 14.14 cause injury to, or attempt to harm, Panxora, any of its Associates or any Person through your access to the Site or any Services, including posting, submitting, publishing, displaying, or transmitting any: (i) User Submission that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; or (ii) order or transaction intended to take advantage of any error by another Person or manipulate a Digital Tokens market;
- 14.15 promote discrimination based on race, religion, nationality, disability, sexual orientation, gender or gender identity, or age;
- 14.16 give the impression that a User Submission emanates from or is endorsed by Panxora or its Associates or any other Person if that is not the case;
- 14.17 have more than one registered identity or Account (including any subaccount) on the Site, or use any Digital Tokens Wallet on a one-time, ‘throwaway’ basis; any additional Account, subaccount or Digital Tokens Wallet or one time ‘throwaway’ Digital Tokens Wallet may be terminated or suspended at the absolute discretion of Panxora;
- 14.18 where you are subject to prohibitions or restrictions as set forth in Clause 2, access the Site or use any Services utilizing any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location, or access the Site or use any Services using a Digital Tokens Address in or subject to the jurisdiction of any Prohibited Jurisdiction or Government or Government Official thereof;
- 14.19 post, submit, publish, display, or transmit any advertising or promotional material without the prior written consent of Panxora or its Affiliate;
- 14.20 utilize an Account, subaccount, Digital Tokens Wallet, any Services or the Site for the financial or other benefit of a Prohibited Person; or
- 14.21 violate, promote, cause a violation of, or conspire or attempt to violate these Terms of Service or applicable Laws.
Any use as described in this Clause shall constitute a “Prohibited Use”. If Panxora determines or suspects that you have engaged in any Prohibited Use, Panxora may address such Prohibited Use through an appropriate sanction, in its sole and absolute discretion. Such sanction may include removing or declining to post any User Submissions you provide, making a report to any Government, law enforcement, or other authorities, without providing any notice of you about any such report; freezing or confiscation of any Fiat funds, property, proceeds, or Digital Tokens in your Account (including any subaccount or any Digital Tokens Wallet) that you have on the Site; and, suspending or terminating your access to any Services or Fiat funds, property, proceeds, or Digital Tokens from any Digital Tokens Address or Digital Tokens Wallet. Panxora may, at its sole and absolute discretion, seize and deliver your property to any applicable Government, law enforcement, or other authorities where circumstances warrant or in accordance with Laws. In addition, should your actions or inaction result in Loss being suffered by Panxora or any of its Associates, you shall pay an amount to Panxora or the Associate so as to render Panxora or the Associate whole, including the amount of taxes or penalties that might be imposed on Panxora or the Associate.
- Due Diligence Generally, Anti-Money Laundering and Counter-Terrorist Financing: Panxora is committed to providing safe, compliant, and reputable services to identify, detect, prevent, and report on money laundering, terrorist financing, and other improper activities under applicable AML Laws, CTF Laws, Anti-Corruption Laws, and Economic Sanctions Laws. Accordingly, Panxora insists on a comprehensive and thorough user due diligence process and ongoing analysis and reporting. By agreeing to these Terms of Service, you shall affirmatively certify that you are not a Prohibited Person and are not utilizing any Account, subaccount or Digital Tokens Wallet for the benefit of a Prohibited Person, and must provide promptly all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Panxora or any of its Affiliates. Additionally, Panxora may assess whether you will make, or intend to make, a deposit, withdrawal, or transfer of Fiat or Digital Tokens to, from, or through a U.S. Financial Institution to facilitate the provision of the Services, and if applicable, you must provide all information requested and necessary to satisfy due diligence requirements and obligations pursuant to applicable Laws and the compliance policies or procedures of Panxora. You agree to provide promptly any documentation, information, or records requested by Panxora at any time, including a self-certification permitting the determination of tax residence and status under Tax Information Exchange Laws. Such information may include self-certifications as to beneficial ownership and control. Panxora needs to retain certain information, documentation, and records on file pursuant to applicable Laws and its contractual relationships, and Panxora hereby expressly reserves the right to keep such information, documentation, and records. Based on documentation, information or records provided by you, requested by Panxora, or otherwise available, Panxora in its absolute and sole discretion may determine that you are unsuitable as a customer of any of the services including the exchange trading service. Additionally, Panxora monitors for and assesses suspicious or sanctionable transactions under applicable AML, CTF, Anti-Corruption, and Economic Sanctions Laws, as well as undertakes mandatory reporting to FinCEN, OFAC, FSRC, and international regulators. These undertakings shall apply even when you suspend or terminate your relationship with Panxora or abandon your application to have an Account. Our policies apply to any and all Digital Tokens, Fiat, and other funds or property being exchanged on or through the Site or by any of you or your Affiliates.Panxora reserves the right to bar transactions from or to, to undertake enhanced due diligence, or to suspend or terminate the administration of Services, or the creation or administration of any Account (including any subaccount or Digital Tokens Wallet) for or with, any user for any reason (or for no reason) at any time, including the provisions of Clauses 14 and 17, subject to any limitations imposed by applicable Laws. Without limiting the generality of the foregoing, this includes any transfer, transaction, business, or dealing with a: (i) Sanctioned Person; (ii) Prohibited Jurisdiction or a citizen or resident of, Government or Government Official of, or Person in or subject to jurisdiction of, any Prohibited Jurisdiction; (iii) U.S. Person; (iv) the Government of Venezuela; (v) Person from or in any jurisdiction that does not meet international AML–CTF standards (including any jurisdiction identified by the FATF as high-risk, non-cooperative, or strategically deficient jurisdictions, or jurisdictions under increased monitoring, including Albania, the Bahamas, Barbados, Botswana, Cambodia, Ghana, Jamaica, Mauritius, Myanmar, Nicaragua, Pakistan, Panama, Uganda, Yemen and Zimbabwe); (vi) Person that is or formerly was a Government Official or Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; (vii) Person that presents a risk of any exposure to penalties, sanctions, or other liabilities under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, or tax Laws that may apply to you or to Panxora or any of its Associates; (viii) Person that Panxora determines is acting in the United States or Territory or Insular Possession of the United States (whether or not by, to, through, or from a U.S. Financial Institution) in violation of, causing any other Person, including any of the Associates, to violate, attempting or conspiring to violate, or evading or circumventing these Terms of Service or applicable Laws; and (ix) Person that fails to meet any user due diligence standards, requests, or requirements of Panxora, or otherwise appears to be of high risk, including any of the foregoing factors. In lieu of refusing registration, access or ongoing administration of your Account (or any subaccount or Digital Tokens Wallet), Panxora may, in its sole discretion, perform enhanced due diligence procedures. At all times, you may be subject to enhanced due diligence procedures in your use of the Site and any Service. If you decline to provide requested due diligence information or otherwise do not reply timely or substantively with the documentation or data requested, Panxora has the absolute discretion to suspend or terminate Services to you immediately.
- Intellectual Property:
- 16.1 The trademarks, service marks, and trade names, including both word marks and design marks (the “Mark(s)”) are used by Panxora and its Associates under license. You agree not to appropriate, copy, display, reverse engineer, or use the Marks or other content without express, prior, written permission from Panxora or the owner of the Marks, including as a domain name, as social media profile/handle, on a website, in an advertisement or other marketing, as or in connection with a phone number, as or in connection with an email address, in Internet search results, in meta data or code, or in any other manner;
- 16.2 If you are a Delegate, you agree not take any action described in Clause 16.1 to advertise or otherwise market any actions or services that you take, make or offer to take or make, for Delegated Subaccounts;
- 16.3 Unless otherwise indicated, all materials on the Site are used by Panxora under license (“Copyrights”). You agree not to appropriate, copy, display, or use the Copyrights or other content without express, prior, written permission from Panxora or the third-party owner;
- 16.4 You may link to the Site’s homepage or other pages, provided you do so in a way that is fair and legal and does not damage Panxora’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on Panxora’s part without prior, express, written consent;
- 16.5 The Site may provide certain social media features that enable you to link, send communications, or display certain content from the Site. You may use these features solely as they are provided by Panxora. You may not establish a link from any website that is not owned by you, cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms of Service; and
- 16.6 You must not register, record, or otherwise control any domains, social media handles/profiles, Marks or other trademark or service mark registrations, trade names or any other intellectual property rights featuring intellectual property owned by Panxora, any of its Associates or its or their licensor(s) directly or through a third party (“Prohibited Assets”). If Panxora becomes aware that you own or control any Prohibited Assets, the Prohibited Asset(s) will be automatically transferred and assigned to Panxora, its nominated Associate or its licensor(s) under these Terms of Service. You agree to execute all instruments and documents and do such additional acts as Panxora, its Associate(s) or its licensor(s) may deem necessary or desirable to record and perfect the assignment of rights under this Clause 16.6. If Panxora, its Associate(s) or its licensor(s) are unable for any reason to secure your timely signature to any document it is entitled to under this Clause 16.6 within fourteen days, you hereby irrevocably designate and appoint Panxora, its Associates and its licensor(s) and their duly authorized directors, officers and agents as your attorney-in-fact, with full power of substitution to act for and on your behalf and instead of you to execute and file any such document(s) and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by you.
- 16.7 The Site and Services are protected by copyright, trademark, trade secret, and other intellectual property or proprietary rights laws in various jurisdictions. All rights not expressly granted to you in these Terms of Service are reserved by Panxora or its licensor(s). Except as expressly authorized by Panxora, you will not (i) license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Site or Services in any way; (ii) copy, modify, republish, distribute, or make derivative works based upon all or any part of Site or Services; (iii) “frame” or “mirror” all or any part of the Site or Services on any other server or wireless or Internet-based device; or (iv) reverse engineer or access all or any part of Site or its Services in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions, or graphics of all or any part of the Site or Services, or (c) copy any ideas, features, functions, or graphics of all or any part of the Site or Services.
- Your Representations & Warranties: You represent and warrant to Panxora on the date of your acceptance or deemed acceptance of these Terms of Service and each day on which you utilize or access the Services, in each case with reference to the facts and circumstances existing at such date, as follows:
- 17.1 that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
- 17.2 that, if you are registering to use or using the Site on behalf of a legal entity, (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and (ii) you, and any individuals utilizing the services on behalf of the legal entity are duly authorized by such legal entity to act on its behalf;
- 17.3 that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site by Clause 2 of these Terms of Service, and that you are not otherwise prohibited by applicable Laws from using, or acting for the benefit of another Person that is prohibited or restricted from using, the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms of Service and the Services;
- 17.4 that you will not use the Site or any Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Tokens, Fiat, property, funds, or proceeds;
- 17.5 that you will not trade, obtain financing or otherwise transact on the Site or use any Services with anything other than Fiat funds, or Digital Tokens that have been legally obtained by you, in which you have good and marketable title or other relevant and sufficient rights thereto and that are not subject to any liens, claims, and encumbrances that are inconsistent with such transactions on the Site or use of Services; provided that any Fiat funds or Digital Tokens used to obtain financing must be free and clear of all liens, claims, encumbrances except for those that are imposed by these terms or are explicitly contemplated hereby;
- 17.6 that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Services conducted under these Terms of Service (and, if applicable, any Delegated Subaccount), including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;
- 17.7 that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as Panxora may reasonably determine;
- 17.8 that neither you nor any of your Affiliates shall use any Digital Tokens, Fiat, property, proceeds or funds subject to the Services of the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorized under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalized under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
- 17.9 that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
- 17.10 that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Services from any Digital Tokens Wallet or Digital Tokens Address, that is likely to result in you or your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Tokens, Fiat, funds, or property to, from, or through any Digital Tokens Wallet, or Digital Tokens Address, or engaging in any transaction on the Site from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;
- 17.11 that neither you nor any of your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including any Digital Tokens or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
- 17.12 that you will not falsify any Digital Tokens Wallet, or Account registration or administration details provided to Panxora;
- 17.13 that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by Panxora in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to Panxora becomes incorrect or outdated, including information relating to your beneficial ownership, you will promptly provide corrected information to Panxora;
- 17.14 that you shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Account (including any subaccount or Digital Tokens Wallet) from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Account (including any subaccount or Digital Tokens Wallet) and to keep your Account (including any subaccount or such Digital Tokens Wallet) and the access to the Site out of the reach of other Persons;
- 17.15 that you shall not introduce or transmit any Virus into the Site or Panxora and its Affiliates’ computer systems;
- 17.16 that you acknowledge and agree that Fiat, Digital Tokens or other property reflected in your Account, subaccount or Digital Tokens Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of Panxora;
- 17.17 that you acknowledge and agree that any trading or other instructions received or undertaken through your login credentials or from your authorized e-mail address on file with Panxora are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that Panxora may act upon those instructions without any liability or responsibility attaching to it;
- 17.18 that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon;
- 17.19 that you own or control all rights in and to your User Submissions and have the right to grant the licenses granted above to Panxora, its Affiliates and their respective licensees, successors, and assigns;
- 17.20 that Panxora and its Associates’ use of the User Submissions in connection with the Services does not and will not infringe the rights of any other person or violate applicable laws or regulations;
- 17.21 that all of your User Submissions comply with these Terms of Service; and
- 17.22that you will accurately and promptly inform Panxora if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.
- No Representations and Warranties by Panxora: Panxora makes no representations, warranties, covenants or guarantees to you of any kind and, to the extent permitted by applicable Laws, Panxora expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Site and the Services. The Site and the Services are offered strictly on an as-is, where-is basis and, without limiting the generality of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose. Panxora may also provide access to features or services that are identified as “beta” or pre-release. Without limiting the preceding sentences in this paragraph, you understand that such services are still in development, may have bugs or errors, may be incomplete, may materially change prior to a full commercial launch, or may never be released commercially.
- Third-Party Services: Panxora and its Affiliates contract with Persons to provide certain data, information, insights, analysis, and articles that are made available through the Site and the Services, and may also provide links to third-party websites or services that are not under the control of Panxora or its Associates (such information and services, including such as are provided by Delegates, collectively, “Third-Party Services”). In addition to the Terms of Service, you may be bound by any additional terms required by providers of Third-Party Services, including privacy settings, policies and/or procedures of the provider of Third-Party Services, which may differ from those of Panxora and its Associates. Panxora and its Associates make no representations about, accept no liability for and are not able to control, any Third-Party Services or the privacy, security, or other practices of any provider of Third-Party Services. Further, Panxora and its Associates are not responsible for the accuracy or reliability of any information, data, opinions, policies, advice, or statements contained in Third-Party Services or the services offered thereby and it is your sole responsibility to review such information.
- Limitation of Liability and Release: Important: To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that no Associate assumes any liability or responsibility for and no Associate shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to:
- 20.1 any breach by you of these Terms of Service;
- 20.2 the Site, and your use of it, except as explicitly provided for in these Terms of Service;
- 20.3 the Services, and your use of any of them, except as explicitly provided for in these Terms of Service;
- 20.4 any failure by you or any Affiliate to comply with applicable Laws;
- 20.5 any information or materials available through the Site, whether originating from Panxora, its Associates or any other Person;
- 20.6 the real or perceived value of any currencies or Digital Tokens traded or utilized on the Site, or the price of any Digital Token displayed on the Site at any time;
- 20.7 any inaccurate, misleading, or incomplete statement by Panxora or on the Site regarding your Account, subaccount or Digital Tokens Wallet, whether caused by Panxora’s negligence or otherwise;
- 20.8 any failure, delay, malfunction, interruption, or decision (including any decision by Panxora to vary or interfere with your rights) by Panxora in operating the Site or providing any Service;
- 20.9 any stolen, lost, or unauthorized use of your Account (including any subaccount or Digital Tokens Wallet) information, any breach of security or data breach related to your Account (including any subaccount or Digital Tokens Wallet) information, or any criminal or other third-party act affecting Panxora or any Associate;
- 20.10 any offer, representation, suggestion, statement, or claim made about Panxora, the Site, or any Service by any Associate;
- 20.11 in the case of any Delegator, any action, omission or failure to act by Delegate, any action or inaction by Panxora based upon information or assurance provided by Delegator;
- 20.12 in the case of any Delegate, any action, omission or failure to act by Delegator, any action or inaction by Panxora based upon information or assurance provided by Delegate; or
- 20.13 any claim by Delegator or Delegate arising out of or in connection with a Delegated Subaccount.
You hereby agree to release the Associates from liability for any and all such Losses, and you shall indemnify and save and hold the Associates harmless from and against all such Losses. To the maximum extent permitted by applicable Law, the foregoing limitations of liability, releases and indemnities shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.
- No Insurance: You acknowledge that Digital Tokens and Fiat are not subject to the protections or insurance provided by any Government. In addition, although any Person may maintain insurance for its own benefit in connection with its business, this insurance, if maintained, is solely for the benefit of such Person and does not guarantee or insure the other user of the Site in any way.
- Available Remedies: Any failure by Panxora to exercise any of its rights, powers, or remedies under these Terms of Service, or any delay by Panxora in doing so, does not constitute a waiver of any such right, power, or remedy. The single or partial exercise of any right, power, or remedy by Panxora does not prevent either from exercising any other rights, powers, or remedies. The remedies of Panxora are cumulative with and not exclusive of any other remedy conferred by the provisions of these Terms of Service, or by law or equity. You agree that the remedies to which Panxora is entitled include (i) injunctions to prevent breaches of these Terms of Service and to enforce specifically the terms and provisions hereof, and you waive the requirement of any posting of a bond in connection with such remedies, (ii) the right to recover the amount of any Losses by set off against any amounts that Panxora would otherwise be obligated to pay to you, and (iii) the right to seize and recover against any of your Digital Tokens, or your interests therein, that are held by Panxora or any of its Associates.
- Force Majeure: Panxora is not responsible for damages caused by delay or failure to perform undertakings under these Terms of Service when the delay or failure is due to fires; strikes; floods; power outages or failures; acts of God or the state’s enemies; acts of any Government or Government Official; any and all market movements, shifts, or volatility; computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of other Persons; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against. In the event of force majeure, Panxora is excused from any and all performance obligations under these Terms of Service.
- Assignment and Third-Party Rights: These Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, are not assignable by you without prior written consent of Panxora. These Terms of Service, and any of the rights, duties, and obligations contained herein, are freely assignable by Panxora, in whole or in part, without notice or your consent (for clarity, this assignment right includes the right for Panxora to assign any claim, in whole or in part, arising hereunder). Any attempt by you to assign these Terms of Service without written consent is void. Subject to the foregoing, these Terms of Service, and any of the rights, duties, and obligations contained or incorporated herein, shall be binding upon and inure to the benefit of the heirs, executors, administrators, personal or legal representatives, successors and assigns of you and of Panxora. None of the provisions of these Terms of Service, or any of the rights, duties, and obligations contained or incorporated herein, are for the benefit of or enforceable by any creditors of you or Panxora or any other persons, except (i) such as inure to a successor or assign in accordance herewith, (ii) that the Associates of Panxora are intended third party beneficiaries of the rights and privileges expressly stated to apply to the Associates hereunder and shall be entitled to enforce such rights and privileges (including those rights and privileges set out in Clauses 11, 14 and 20) as if in direct privity under these Terms of Service, subject to the conditions and limitations hereof including those relating to the resolution of disputes; and (iii) Apple and Google are intended third party beneficiaries of the rights and privileges expressly stated to apply to Apple and Google in Clauses 29 and 30, respectively, and shall be entitled to enforce such rights and privileges as if in direct privity under these Terms of Service, subject to the conditions and limitations hereof including those relating to the resolution of disputes. No consent of any Person is required for any modification or amendment to these Terms of Service.
- Severability: If any provision of these Terms of Service or part thereof, as amended from time to time, is determined to be invalid, void, or unenforceable, in whole or in part, by any court of competent jurisdiction, such invalidity, void, or unenforceability attaches only to such provision to the extent of its illegality, unenforceability, invalidity, or void, as may be, and everything else in these Terms of Service continues in full force and effect.
- Electronic Communications and Acceptance: You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Panxora may provide in connection with these Terms of Service through publication on any part of the Site or to your authorized e-mail address on file with Panxora. Such notices shall be deemed effective and received by you on the date on which the notice is published on any part of the Site or on which the e-mail is sent to such authorized e-mail address. These Terms of Service may be accepted electronically, and it is the intention of the Parties that such acceptance shall be deemed to be as valid as an original signature being applied to these Terms of Service.
- Reporting Suspected Violations: If you encounter activity or materials on the Site or the Services that you believe violate these Terms of Service, please report the suspected violation at ADMIN[AT]panxora.io. Panxora and its Affiliates have a process to investigate such reports and will take such action as it deems appropriate.
- Access Through Panxora App for iOS: If you are accessing or using the Services through the application Panxora or its Affiliates made available for download from the Apple Inc. (Apple Inc. together with all of its affiliates, “Apple”) application store (the “Panxora App for iOS”) the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service in respect of your access to or use of the Services through the Panxora App for iOS: (i) these Terms of Service are concluded between the Parties, and not with Apple and Apple is not responsible for the Services and content thereof is governed by these Terms of Service; (ii) notwithstanding anything to the contrary hereunder, you may use the Panxora App for iOS only on an Apple branded device; (iii) the Parties acknowledge that Apple has no obligation to furnish any maintenance or support services with respect to the Services (including the Panxora App for iOS); (iv) in the event of any failure of the Panxora App for iOS to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Panxora App for iOS (if any) to you; except for the foregoing, to the maximum extent permitted by applicable Law, Apple will have no other warranty obligation whatsoever with respect to the Services (including the Panxora App for iOS), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Service; (v) any claim in connection with the Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Service, and Apple is not responsible for such claim; (vi) any third party claim that the Services or your possession and use of the Panxora App for iOS infringes that third party’s intellectual property rights will be governed by these Terms of Service, and Apple will not be responsible for the investigation, defence, settlement and discharge of such intellectual property infringement claim; (vii) you represent and warrant that you are not: (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (b) listed on any U.S. Government list of prohibited or restricted parties; (viii) you may contact Panxora in writing regarding any notices, questions, complaints or claims with respect to the Services (including the Panxora App for iOS) through the contact information made available on the following webpage: https://Panxora.io; and (ix) Apple is a third party beneficiary to these Terms of Service and may enforce these Terms of Service against you.
- Access Through Panxora App for Android: If you are accessing or using the Services through the application Panxora or its Affiliates made available for download from the ‘Google Play’ application store made available by Google Inc. (Google Inc. together with all of its affiliates, “Google”, such application the “Panxora App for Android”) the following terms and conditions apply to you in addition to all the other terms and conditions of these Terms of Service in respect of your access to or use of the Services through the Panxora App for Android: (i) these Terms of Service are concluded between the Parties, and not with Google and Google is not responsible for the Services and content thereof is governed by these Terms of Service; (ii) the Parties acknowledge that Google has no obligation to furnish any maintenance or support services with respect to the Services (including the Panxora App for Android); (iii) to the maximum extent permitted by applicable Law, Google will have no warranty obligation whatsoever with respect to the Services (including the Panxora App for Android), and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be governed by these Terms of Service; (iv) any claim in connection with the Services related to product liability, a failure to conform to applicable legal or regulatory requirements, or claims under consumer protection or similar legislation is governed by these Terms of Service, and Google is not responsible for such claim; (v) any third party claim that the Services or your possession and use of the Panxora App for Android infringes that third party’s intellectual property rights will be governed by these Terms of Service, and Google will not be responsible for the investigation, defence, settlement and discharge of such intellectual property infringement claim; (vi) you may contact Panxora in writing regarding any notices, questions, complaints or claims with respect to the Services (including the Panxora App for Android) through the contact information made available on the following webpage: https://panxora.io; and (vii) Google is a third party beneficiary to these Terms of Service and may enforce these Terms of Service against you.
Panxora API Terms of Service
The following terms and conditions (the “API Terms of Service”) govern your access to, and use, of our proprietary application programming interface, including our ‘REST API’, ‘Websocket API’ and ‘Panxora Pay API‘ (collectively, the “Panxora API”) and the related documentation, the current version of which is located at https://docs.Panxora.com/docs (the “Panxora API Documentation”), all of which are designed to facilitate your access to, and use of, our Services (as defined in the Terms of Service).
These API Terms of Service supplements, and forms part of, the applicable terms of service, as applicable “Terms of Service”), which includes terms and conditions governing your access to, and use of the Service. Accordingly, capitalized terms used, but not defined in these API Terms of Service, have the meanings set out in the Terms of Service.
Use of the Panxora API and Panxora API Documentation
- a) API Keys Required to Access the Panxora API. In order to use the Panxora API, you must first sign up for an Account through the Site (as defined in the Terms of Service). Certain authenticated features and functionality available through the Panxora API require an authentication key. If you wish to access these features and functionality through the Panxora API, you must further generate one or more API keys (each, an “API Key”). You acknowledge that such API Keys are our confidential information and will not share your API Keys with any third party without our prior consent. In addition, we may revoke your API Keys any time without our consent.
- b) Use of the Panxora API. Subject to your compliance with the terms and conditions hereunder, you may use the Panxora API solely in accordance with these API Terms of Service and the Panxora API Documentation.
- c) Licence to Panxora API Documentation. We hereby grant to you a revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Panxora API Documentation solely to facilitate your development of applications that interface with the Services in accordance with these API Terms of Service and the Panxora API Documentation (each such application, an “Application”).
- d) Open Source Libraries. From time to time, we may make available to you our libraries that assist you with the development of Applications, such as our Go, Node.js and Ruby libraries (such libraries, the “Panxora Open Source Libraries”). The Panxora Open Source Libraries are governed by open source licenses selected by us that accompany the source code and you acknowledge and understand that it is your responsibility to review such licenses carefully and to comply with the terms and conditions contained therein.
- e) API Call Limitations. The number of calls you or your Application makes to the Panxora API during any given period may be limited, at our sole discretion, based on various factors that include the manner in which your Application makes calls to the Panxora API and the anticipated volume of use associated with your Application.
- f) Changes to the Panxora API. We reserve the right to change the Panxora API and Panxora API Documentation at any time and without notice. You acknowledge and understand that these changes may require you to make substantial changes to your Application at your own cost and expense. It is your responsibility to review the Panxora Documentation and these API Terms of Service regularly.
- g) Suspension or Revocation of Access. Notwithstanding the foregoing, we retain the right, at our sole discretion, to suspend or revoke your access to the Panxora API, at any time and for any reason, including for: (i) violation of these API Terms of Service; (ii) your use of the Panxora API contrary to the Panxora API Documentation; (iii) for scheduled maintenance; or (iv) to address any emergency security concerns.
Panxora API Use Restrictions. You will not use or access the Panxora API in any way not expressly permitted under these API Terms of Service or the Panxora API Documentation. Without limiting the generality of the foregoing, you will not:
- a) develop any Applications that: (i) are fraudulent or misleading; (ii) infringe on any third party’s intellectual property rights or rights of publicity or privacy; (iii) are defamatory, trade libellous, threatening, or harassing; (iv) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data; (v) replicate or attempt to replace the essential user experience of the Services or any of our other products or services; or (vi) otherwise violate any applicable Law;
- b) modify, decompile, reverse engineer, or otherwise alter the Panxora API;
- c) use the Panxora API in any manner that may threaten the security or functionality of the Panxora API or our Services;
- d) use the Panxora API to circumvent the intended features, functionality or limitations of the Services; or
- e) perform any vulnerability, penetration or similar testing on the Panxora API.
- a) Data That You Transmit Using the Panxora API. You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and sublicensable licence during the term of use of the Panxora API to access, collect, store and use any data, information, records and files that: (i) you load, transmit to or enter into the Panxora API (“Transmitted Data”); or (ii) that we collect from your usage of the Panxora API, to: (1) develop, enhance and make available the Panxora API and the Services; and (2) to produce data, information or other materials that are not identified as relating to you or any particular individual or company (such data, information and materials, the “Aggregated Statistical Information”).
- b) Data That You Collect Using the Panxora API. The Panxora API may allow you to collect information or data available on or through the Services, including data or information: (i) from or about other users of the Services; and (ii) collected by Panxora or made available by third parties (collectively, the “Panxora Data”). You may only use such Panxora Data in accordance with the Terms of Service and for your internal purposes or within your Application and will not disclose, sell or transfer any Panxora Data without our prior written consent. Accordingly, you will exercise reasonable safeguards to protect Panxora Data from unauthorized access or use.
- c) No Use Rights to Panxora Data Containing Personal Information. You may not use any Panxora Data that contains any information about any identifiable individuals (such information, “Personal Information”) and will promptly delete such Personal Information in your possession or control upon becoming aware of such Personal Information.
- d) Deletion of Panxora Data. You will immediately delete any and all Panxora Data: (i) upon our request or the request of any individual or company in respect of which such Panxora Data relates; (ii) when your access to the Panxora API is suspended or revoked; (iii) when you deactivate your Application or otherwise remove its integration from the Panxora API; or (iv) when it is no longer reasonably required by you or your Application.
Panxora Service Data
Notwithstanding Section 3 (General Data), you may use the information and data that you collect using the Panxora API solely (such data, “Panxora Service Data”) to the extent necessary to use the Panxora Service in accordance with the Panxora Terms of Service. You will not disclose any Panxora Service Data and will securely delete all Panxora Service Data within your possession or control the earlier of: (i) when you no longer reasonably require access to or use of it in connection with your use of the Panxora Service; or (ii) within 7 days of when you first obtained access to it.
Monitoring Usage of API
You acknowledge and agree that we may monitor your use of the Panxora API and that you will not block or otherwise interfere with our monitoring.
Communications Not Confidential
Your use of the Panxora API requires the transmission of data and information over the Internet and public networks. Accordingly, we do not, and cannot, guarantee the confidentiality, security or reliability of any communications made by you or your Applications through the Panxora API.
All rights (including intellectual property rights), title and interest in and to the Panxora API, the Panxora API Documentation, Aggregated Statistical Information, Panxora Data and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The Panxora API, Panxora API Documentation, Panxora Data and all materials provided by us hereunder are licensed and not “sold” to you. All rights not expressly granted to you in these API Terms of Service are reserved.
Warranties and Indemnities
- a) Transmitted Data Representation. You represent and warrant, and covenant with us, that all Transmitted Data will only contain data and information (including, if applicable Personal Information) in respect of which you have obtained all applicable third-party consents and permissions and otherwise have all authority, in each case as required by applicable Laws, to enable us to make available the Panxora API and exercise our rights under these API Terms of Service.
- b) Indemnity in Connection with Your Use of the Panxora API. You will defend, indemnify and hold harmless us and all of our officers, directors, employees, contractors and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature including reasonable legal and accounting fees arising out of or in connection with: (i) your Applications; (ii) your breach of applicable Laws or your representations or warranties hereunder; or (iii) your use of the Panxora API contrary to these API Terms of Service or the Panxora API Documentation.
In the event of any conflict or inconsistency between the API Terms of Service or the Terms of Service, these API Terms of Service will prevail to the extent of such conflict or inconsistency, except that for the purposes of these API Terms of Service, the term “Services” will, for greater clarity, include making available the Panxora API and Panxora API Documentation to you.
Change to API Terms of Service
Except where prohibited by applicable Law, we reserve the right to change these API Terms of Service at any time without notice. Your continued access to or use of the Panxora API or Panxora API Documentation after any changes indicates your acceptance of such changes. It is your responsibility to review these API Terms of Service regularly.
Law Enforcement Requests Policy
From time to time, Panxora receives requests about its customers from law enforcement agencies around the world. This page is here to provide you and law enforcement with information about how these requests are processed.
When Panxora is contacted, law enforcement is generally interested in information about customers’ identities and information about their trading activities. From time to time, Panxora also receives requests relating to the freezing and seizing of customers assets.
When such requests are received, Panxora requires that it be accompanied by appropriate legal process. This can vary from place to place. For example, production orders, search warrants, freezing orders, seizure orders and subpoenas, but also requests for voluntary disclosure of data may all amount to legal process. Panxora reviews each order and request for voluntary disclosure to determine that it has valid legal basis and that any response is narrowly tailored to ensure that only the data and/or remedy to which law enforcement is entitled is provided. In addition, in respect of requests relating to the freezing and/or seizing of assets, Panxora requires that the request (i) follows the relevant local jurisdiction’s legal process, and (ii) contains all necessary instructions, including, where applicable, the duration of the freeze.
Panxora also reserves the right to make disclosures to authorities in order to protect itself, any Associates, and customers.
Panxora welcomes inquiries from law enforcement agencies about its policies and procedures. Please contact Panxora at [email protected]
©2021 Armitage-Corto Ltd. (Nevis) trading as Panxora.