TERMS AND CONDITIONS

1. Agreement

This document includes binding terms and conditions of the transaction between you (“User”, “You”) and, Waedex Ltd. company number 104163, (the “Company”, "Exchange" and also may be referred to as “we” or “us”). By using or otherwise accessing the Services, or clicking to accept or agree to these Terms and Conditions where that option is made available, client agrees for eligibility for use of the Services and that client has read, understood, and accepted these Terms and Conditions. Please read these Terms of Use (Terms or Terms of Use) carefully before using the Services. The term you or User refers to any person or entity browsing, accessing, downloading, reproducing, installing, copying, playing, demonstrating and/or otherwise using the Services, or receiving any Services. A copy of these Terms of Use may be downloaded, saved and printed for your reference.


2. Eligibility

Client is allowed to use the Services if he/she are eligible in accordance with the law of their residence and/or domicile. The Company has no obligation or capability to verify whether client is eligible to use the Company's website and bears no responsibility for your use of the Company's website.


3. Our Exchange

The Exchange provides Users with the ability to trade crypto-assets for the Exchange own token (hereinafter "Wave Token") or to trade Wave Token for Bitcoin. The Exchange is not a market maker and it does not provide any investment advisory service of any kind whatsoever. The Exchange also does not provide any FIAT trading services.

An order is a binding offer made by user to buy or sell a certain quantity of crypto-assets. The orders can be made for a limited price or for a market price (limit order and market orders). Orders at a limited price (limit orders): for “buy order” – an offer to buy specified crypto-assets at a price less or equal to the specified limit price (maximum purchase price), for “sell orders” - an offer to sell specified crypto-assets at a price more or equal to the specified limit price (minimum selling price).

Orders at a market price (market orders): for “buy order” - an offer to buy crypto-assets immediately at the lowest price obtainable in the market (according to the corresponding sell orders available at the Exchange), for “sell order” - an offer to sell crypto-assets immediately at the highest price possible in the market (according to the corresponding buy orders available at the Exchange).

The Exchange may set limits for setting of orders for a particular crypto-assets and/or pair of crypto-assets, on the number of orders which can be made from a User address and/or with respect to particular crypto-assets, on the volume of orders, and/or may set other limits as it may deem necessary.

The Exchange also may set (and change them at any time on its sole discretion) limits with respect to order value attributes, such as minimum and maximum order price limit, minimum and maximum amount of the order, minimum price increment, and minimum volume increment.

The amount of exchanged crypto-asset set out in the order is deemed frozen by the Exchange on the respective User address until the full matching of the order or its cancellation by the User (whichever comes first).

If any value attribute of the offer specified by User is not valid according to the limits allowed by the Exchange or is greater than amount available to the User (taking into account all open orders of the User), it will be rejected.


4. Waiver

4.1 The Company does not define, suggest, advice and execute any control or liability whatsoever over price or exchange rates of cryptocurrencies and Tokens indicated in its website. The Company is not a counterparty to any deal concluded in the website.

4.2 Any dispute client has concerning a transaction with cryptocurrencies and Tokens after using the Company's exchange service, client shall resolve with such third party directly without involving the Company.

4.3 The Company does not organize or participate in the trade of any Token and cryptocurrency.

4.4 The Company does not regulate services of third parties and has no opportunity to affect the process of providing these services and its results.


5. Indemnification

5.1 Client agrees to release and to indemnify, defend and hold harmless the Company and its parents, subsidiaries, affiliates and agencies, as well as the officers, directors, employees, shareholders and representatives of any of the foregoing entities, from and against any and all losses, liabilities, expenses, damages, costs (including attorneys’ fees and court costs) claims or actions of any kind whatsoever arising or resulting from client’s use of the services of third parties and client’s violation of these Terms and Conditions.

5.2 The Company reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by client and, in such case, client agrees to cooperate with the Company in the defense of such matter.


6. Third-Party Websites and Content

6.1 The Company's website may contain links to websites owned or operated by parties other than the Company. Such links are provided for client’s reference only.

6.2 The Company does not monitor or control resources outside the Company's website and is not responsible for their content. The inclusion of links to third party resources does not imply any endorsement of the material in the Company's website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does such inclusion of links imply that the Company is authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked website.

6.3 The Company does not control the third-party content or monitor it for compliance with any requirement (e.g. truthfulness, integrity, legality). Accordingly, the Company does not bear any liability arisen in connection with client’s access or use of the third-party content.


7. Risk warning

By accepting these Terms and Conditions, client also acknowledge that client have been warned of the following risks:

7.1 New Technology. Client understands that cryptocurrencies including but not limited to company Company's website, blockchain technology, including other associated and related technologies are new and untested and outside of your or the Company’s control and adverse changes in market forces or the technology, broadly construed, will excuse the nonperformance by the Company under this Agreement including temporary interruption or permanent termination of your access to the Company's website and Services.

7.2 Loss of funds. The risk of loss in exchanging cryptocurrencies and Tokens can be substantial. Therefore, client should carefully consider whether such act of exchange of cryptocurrencies is suitable for him/her in light of specific financial condition.

7.3 Forks and changes in relevant network may result in significant and sudden changes to the value and/or usability of cryptocurrencies and Tokens.

7.4 The Company is not responsible for such loss of value of cryptocurrencies and Tokens and bears no responsibility for any loss incurred by client while using the Company's website or in any direct or indirect connection to the Company's website.

7.5 Unfavorable regulatory environment. Cryptocurrencies, Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Company's website could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions of use of cryptocurrencies.

7.6 Risk of theft and hacking. Hackers or other groups or organizations may attempt to steal your data and password in any number of ways.

7.7 Risk of security weaknesses of the Company's website. There is a risk that the Company's website may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of Tokens and cryptocurrencies.

7.8 Risk of mining attacks. As with other decentralized ledger, the Company may be susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks can affect access to the Company's website and Services. Mining attacks, as described above, may also target other blockchain networks, which the Company's website interacts with, and consequently affect the Company's website performance and your access to the Services.

7.9 Internet transmission risks. Client acknowledges that there are risks associated with using the Company's website and Services including, but not limited to, the failure of hardware, Company's website, and internet connections. Client acknowledge that the Company shall not be responsible for any communication failures, disruptions, errors, distortions or delays client may experience when using the Company's website and Services, howsoever caused.


8. Warranties and Representations

By entering these Terms and Conditions client warrants and represents that:

8.1 Client has full capacity to contract under applicable law;

8.2 Client will only be transacting via the Company's website with legally-obtained funds that belong to client;

8.3 Client will not be furthering, performing, undertaking, engaging in, aiding, or abetting any unlawful activity through your relationship with us or through your use of the Company's website;

8.4 Client will not use the Company's website for illegal purposes, including money laundering of criminal proceeds, transfer or receipt of payment for planning, preparation or commitment of crime, for financing the terrorism and illegal trade;

8.5 Client will not use the Company's website for any purpose prohibited by these Terms or in any manner that could damage, disable, overburden, or impair the Company;

8.6 Client will be complying with and obeying all applicable laws, including but not limited to securities and capital market legislation, anti-money laundering and counterfeiting terrorism, consumer protection laws, financial, promotion.


9. Warranties; Exclusion of Liability; Indemnification

9.1 THE COMPANY'S WEBSITE IS PROVIDED “AS IS”. THE COMPANY'S WEBSITE IS UNDER DEVELOPMENT, THE COMPANY CANNOT GUARANTEE THAT ALL PROGRAM FUNCTIONS WILL BE AVAILABLE FOR ANY PERIOD IN THE FUTURE OR THAT THE FUNCTIONALITY OF THE PROGRAM WILL NOT CHANGE DRAMATICALLY.

9.2 THE COMPANY AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE COMPANY'S WEBSITE, INCLUDING ANY WARRANTY THAT THE COMPANY'S WEBSITE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, SECURE OR NOT OTHERWISE LOST OR DAMAGED.

9.3 EXCEPT TO THE EXTENT PROHIBITED BY LAW, THE COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALINGS, USAGE OR TRADE.

9.4 THE COMPANY SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN PERFORMANCE OF THE COMPANY'S WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE COMPANY'S WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR FUNDS OR ANY OTHER DAMAGE CLIENT MAY INCUR IN CONNECTION WITH THE COMPANY'S WEBSITE.

9.5 CLIENT’S USE OF THE COMPANY'S WEBSITE IS AT OWN RISK.

9.6 IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE COMPANY'S WEBSITE, THE DELAY OR INABILITY TO USE THE COMPANY'S WEBSITE OR OTHERWISE ARISING IN CONNECTION WITH THE COMPANY'S WEBSITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

9.7 CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING FROM OR RELATED TO CLIENT’S USE OF THE COMPANY'S WEBSITE AND SERVICES.

9.8 THE COMPANY MAKES NO REPRESENTATION THAT SERVICES CAN BE RECEIVED ARE APPLICABLE OR APPROPRIATE FOR USE IN ALL JURISDICTIONS.


10. Taxes

The Company bears no liability for determining whether taxes apply to any of client’s transactions, or for collecting, reporting, or remitting any taxes arising from any transaction.


11. Assignment

11.1 Client may not transfer or assign these Terms and Conditions or any rights or obligations he/she has under these Terms and Conditions without our prior written consent.

11.2 The Company reserves the right to freely assign or transfer these Terms and Conditions and the rights and obligations under these Terms and Conditions to any third party at any time without prior notice or consent.

11.3 If client objects to such transfer or assignment, client may stop using the Company's website and terminate these Terms and Conditions by contacting the Company.


12. Jurisdiction and Applicable Law

12.1 The Terms and conditions and any legal relationship between the Parties arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands without regard to its conflict of laws rules.

12.2 The Parties settle all their disputes arising out of or in connection with the Terms and conditions in accordance with the laws of the Republic of the Marshall Islands.


13. Miscellaneous

13.1 All communications and documents to be made or given pursuant to these Terms and Conditions must be in the English language.

13.2 These Terms and Conditions constitute the entire agreement and understanding of the Parties and supersedes any previous agreement between the Parties relating to the subject matter of these terms and conditions.

13.3 If at any time any one or more of the provisions of these terms and conditions is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of these terms and conditions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired as a result.


14. Communications and written notices

Unless the contrary is specifically provided in these Terms, any notice, instruction, request or other communication to be given to us by the User under these Terms shall be in writing and shall be sent to the email address below (or to any other address which we may from time to time specify to the user for this purpose) and shall be deemed delivered only when actually received by us at:

[[email protected] or on Telegram messenger @waveio]

Any communications sent to the user (documents, notices, confirmations, statements etc.) are deemed received:

If sent by email, within one hour after emailing it;

If sent by Waves Exchange online support channel within one hour after sending it;

If sent by telephone, once the telephone conversation has been finished;

If sent by post, seven calendar days after sending it;

If sent via courier service, at the date of signing of the document on receipt of such notice.


17. COMPLAINTS AND DISPUTES

In the event that an alleged breach, controversy, claim, dispute or difference (a Dispute) arises between you and us out of or in connection with your use of the Service and/or these Terms (including but not limited to the validity, performance, breach or termination thereof), the parties shall seek to resolve the matter by negotiation by referring the matter first to:

[[email protected] or on Telegram messenger @waveio]