Last updated: September 30, 2024

These Terms constitute a legally binding agreement between you (“you”, “your”) and BidMax U (“BidMax U”, “we”, “our”). These Terms apply to your use of the BidMax U Services offered by, through or otherwise provided to you on the Platform.

By registering for a BidMax U account, accessing the BidMax U Platform and/or using the BidMax U Services, you agree that you have read, understood and accepted these Terms and any additional documents or terms referred to therein. You acknowledge and agree that you will be bound by and comply with these Terms as updated and amended from time to time.

If you do not fully understand and accept these Terms, please do not register for a BidMax U account, access or use the Platform or any BidMax U Services.

Risk Warning

Like any other asset, the value of USDT may fluctuate significantly, so please consider whether trading or holding digital assets is appropriate based on your financial situation.

For more information on the risks associated with using the BidMax U Services, please refer to the Risk Warning (which may be updated from time to time). Please read the Risk Warning carefully, but the Risk Warning does not list all possible risks in detail, nor does it explain the impact of such risks on you personally.

Before deciding to use the BidMax U service, please be sure to fully understand the risks you may encounter.

There is no fiduciary relationship between BidMax U and any transaction or other activity you conduct using the BidMax U service, and no obligation. BidMax U does not provide any type of investment or consulting advice. Any communication or information provided to you by BidMax U is not intended to provide any advice and should not be understood as providing any advice.

You should judge whether any investment, investment strategy or related transaction is appropriate based on your personal investment objectives, financial situation and risk tolerance, and bear any related losses or liabilities. BidMax U does not recommend that you buy, earn, sell or hold any digital assets. Before you decide to buy, sell or hold any digital assets, you should conduct due diligence and consult a financial advisor. BidMax U is not responsible for your decision to buy, earn, sell or hold digital assets based on the information we provide, including any losses you suffer as a result of such decisions.

About the Agreement between BidMax U and You

1. Introduction

1.1. About BidMax U. BidMax U Group is an ecosystem centered on online USDT trading, providing users with a trading platform for buying and selling USDT.

1.2. These Terms. When you register for a BidMax U account, you enter into a legally binding agreement with BidMax U. These Terms apply to your use of the BidMax U Services and clarify what kind of company BidMax U is, how BidMax U provides services to you, how these Terms may be changed or terminated, how to resolve problems, and other important information.

You must read these Terms and the documents referenced in them carefully, and contact us if you do not understand anything.

If any local terms apply to your use of the BidMax U Services, the local terms will prevail over these Terms.

1.3. Additional Documents. Many of the additional documents mentioned in these Terms also apply to your use of the BidMax U Services. These additional documents include:

a. BidMax U Privacy Statement, which sets out how we process any personal data we collect about you or any personal data you provide to us. By using the BidMax U Services, you understand and agree to such processing and commit that all data you provide is accurate and up-to-date.

b. BidMax U Risk Warning, which sets out important information about the potential risks of buying, selling, holding or investing in digital assets.

c. Product Terms, which set out the additional terms and conditions applicable to the use of a particular BidMax U Service.

You acknowledge that you are bound by and agree to abide by any relevant additional terms and conditions applicable to the BidMax U Services.

2. Eligibility

2.1. Eligibility Criteria. To be eligible to register for a BidMax U account and use the BidMax U Services, you must:

a. be an individual, company, legal person, entity or other organization with full power, authority and capacity to (1) access and use the BidMax U Services; and (2) enter into these Terms and comply with your obligations under these Terms;

b. if you are an individual, you must be at least 18 years of age;

c. if you are an employee or agent of a legal entity and are entering into these Terms on its behalf, you must be duly authorized to act on its behalf and bind the entity to these Terms;

d. not be suspended or disqualified from using the BidMax U Services;

e. not a restricted person;

f. not currently have a BidMax U account; and

g. not be located, incorporated, or incorporated in, or a citizen or resident of, or do business in:

i. a jurisdiction where accessing or using the BidMax U Services would violate applicable law or cause BidMax U or any third party to violate any applicable law; or

ii. Countries/regions included in the Prohibited Countries/Regions List.

2.2. Modification of BidMax U Eligibility Criteria. BidMax U may modify the Eligibility Criteria at any time at its sole discretion. BidMax U will try to notify you in advance of any changes. However, we may occasionally need to make changes without notifying you in advance. This may include:

a. changes made in response to changes in laws and/or regulations;

b. changes in your interests;

c. other reasonable reasons that make it too late to notify you.

In the event that we are unable to notify you in advance, we will notify you as soon as possible after the changes are made.

3. How We Contact Each Other

3.1. How You Contact Us. For more information about BidMax U, please visit the BidMax U website. If you have any questions, feedback or comments, please contact us through our Customer Service Team. These Terms may specify contact information for specific notifications. The addresses in these notifications are not monitored.

3.2. How We Contact You. We will contact you using the contact information you provide. This may include contacting you by email, text message or phone. Please ensure that the contact information you provide is correct and up-to-date. Please notify us immediately if your contact details change. Otherwise, BidMax U is not responsible if you do not receive messages, notifications or other important information from us.

4. BidMax U Services

4.1. Specific Product Terms. Once you open a BidMax U account, you can use the BidMax U Services in accordance with these Terms and the product terms applicable to each specific BidMax U Service.

4.2. Intra-Group Services. You acknowledge and agree that some BidMax U Services may be provided by BidMax U Alliance Partners.

5. Chat Service

5.1. Availability of Chat Service. We may provide you with an interactive online chat service (“Chat Service”) at any time when you use any BidMax U Service. By contacting us through the Chat Service, you authorize us to monitor and save your chat history.

5.2. Important Information. The Chat Service is provided for convenience and is generally intended to facilitate your understanding of the BidMax U Services. The BidMax U Chat Service will make every effort to provide you with accurate and up-to-date information based on your questions or needs. Nothing BidMax U communicates in the Chat Service shall constitute a legal agreement, representation or warranty by BidMax U regarding the service, process, decision or response time. Any personal data you share with us when using the Chat Service is subject to the applicable privacy policies and notices set forth in the BidMax U Privacy Statement.

5.3. User Chat. In addition, BidMax U may provide you with a chat service that allows you to interact directly with other users of the Platform (“User Chat”).

5.4. Prohibited Conduct. You may not send any abusive, defamatory, fraudulent or obscene information or any information designed to manipulate the market through the Chat Service or any User Chat, nor may you transmit false or misleading information or messages that violate applicable law, which may result in the termination of your Chat Service session and may result in restrictions on your use of the BidMax U Services.

About Your BidMax U Account

7. Create a BidMax U Account

7.1. Open an Account. You must create and maintain a BidMax U Account to access the BidMax U Services and Platform. Individuals may open a BidMax U Personal Account, and companies, entities or other organizations may open a BidMax U Business Account.

All BidMax U Accounts are provided entirely at the discretion of BidMax U. BidMax U reserves the right to reject any BidMax U Account application or to limit the number of BidMax U Accounts you may hold without reason.

7.2. Exclusive Interests. By opening a BidMax U Account, you agree that:

a. If you are an individual user, you will use your BidMax U Account only for your own use and will not use your BidMax U Account on behalf of any third party, unless you have obtained BidMax U’s prior written consent;

b. If you are a corporate user, your licensed users will use your BidMax U Business Account only for your benefit and will not use your BidMax U Business Account on behalf of any third party, unless you have obtained BidMax U’s prior written consent.

You are solely responsible for all activities that occur on your BidMax U Account.

7.3. Identity Verification. You will need to provide us with information about you and your Permitted Users (if relevant) and complete our identity verification process before you are allowed to open a BidMax U account and access and use the BidMax U Services. All information you provide must be complete, accurate and true. You must update such information immediately if it changes at any time.

You authorize BidMax U to conduct any investigation BidMax U deems necessary, directly or through a third party, to verify the identity of you and any Permitted Users, to protect you and/or BidMax U from fraud, money laundering, terrorist financing or other financial crimes, and to take any action BidMax U deems necessary based on the results of such investigation.

You know and understand that BidMax U may disclose your and any Permitted Users’ personal data to identity verification, compliance data record keeping, credit investigation, fraud prevention or financial crime agencies when conducting an investigation; and you know and understand that these agencies can fully respond to BidMax U’s inquiries.
You can view BidMax U’s Privacy Statement for more information on BidMax U’s processing of personal data.

7.4. In-depth Due Diligence. BidMax U may also require you to submit additional information about yourself, your company or a licensed user, provide additional records or documentation, or meet with a BidMax U representative in person in order to comply with BidMax U’s in-depth due diligence procedures.

7.5. Records. BidMax U will retain your Personal Data for your continued use of the BidMax U Services for as long as necessary to fulfill the relevant purposes described in the Privacy Statement, to achieve applicable laws for tax and accounting purposes, to comply with anti-money laundering laws, or as otherwise communicated to you by other means. Please refer to the BidMax U Privacy Statement to learn how BidMax U collects and uses users’ Personal Data in connection with the use and performance of the BidMax U Website and BidMax U Services.

7.6. Subaccounts. BidMax U determines in its sole discretion whether you may create and access a BidMax U Subaccount. Each natural person who opens a BidMax U Subaccount must comply with the identity verification requirements set forth in Section 7 of these Terms. A natural person or legal entity may only open one BidMax U Subaccount.

8. Requests for Information

8.1. When BidMax U may request information from you. BidMax U may request information from you at any time to comply with any applicable law, identity verification requirements, or to detect money laundering, terrorist financing, fraud or any other financial crime or for any other legitimate reason. You agree to provide BidMax U with any such information requested by BidMax U, provided that such information is necessary to achieve its intended purpose, and to allow BidMax U to maintain a record of such information for the duration of your BidMax U account or such other period as required by applicable law.

8.2. What happens after you provide information. Your access to your BidMax U account and your transaction limits on the BidMax U Services will continue to change based on the information collected from you. If there is reason to suspect that any information you provide is incorrect, untrue, outdated or incomplete, BidMax U may send you a notice requesting that you correct, delete the relevant information, or take other measures that BidMax U deems necessary to ensure that the information you provide is true and correct.

8.3. If you fail to provide information as requested. You must comply with any request for information we send you. If you refuse to provide the information requested, or do not provide the information in a timely manner, BidMax U reserves the right to immediately suspend or terminate your access to your BidMax U account or all or part of the BidMax U Services without notice.

9. Access to Your BidMax U Account

9.1. Access. To access your BidMax U Account, you or, where relevant, a Licensed User must have the necessary equipment (such as a computer or smartphone) and access to the Internet. Your BidMax U Account may be accessed directly through the Platform or other access modes specified by BidMax U, including the API. You may only access your BidMax U Account using the Access ID that BidMax U provides to you or a Licensed User for such purposes. BidMax U may require multi-factor authentication to ensure the security of your BidMax U Account.

Use of the Platform and other access methods is subject to additional terms notified to you by BidMax U.

9.2. Restricted Access to Third Parties. You must ensure that any BidMax U account registered in your name is not used by anyone other than yourself, and in the case of a BidMax U business account, is not used by anyone other than your permitted users, except in accordance with these Terms.

10. Account Information and Transaction Records

1. Your Account History. You may access your Account History through the Platform. You must review your Account History carefully. If you find any record or transaction that you do not recognize or believe to be incorrect, you must notify us within 14 days of obtaining your Account History.

10.2. Errors. BidMax U may correct any errors in your Account History at any time and may void or reverse any transaction that exists or is based on an obvious error or amend the details of such transaction to reflect the correct or fair details that would have been in the absence of such obvious error. Without prejudice to the generality of other provisions of these Terms and conditions and without fraud or bad faith, BidMax U shall not be liable for any direct, indirect, special or consequential loss (including, without limitation, loss of profit, loss of opportunity) or claim of any nature suffered or incurred by you as a result of any obvious error arising from any cause, even if you have informed BidMax U of the possibility of such occurrence or such circumstances were reasonably foreseeable.

10.3. Information Sharing. BidMax U may be required to share information about your BidMax U account and Account History with third parties as required by applicable law. You acknowledge and agree that BidMax U has the right to disclose such information. For more information on how BidMax U processes your personal data, please refer to the BidMax U Privacy Statement.

Using Your Account

11. Instructions

11.1. Placing Instructions. You must ensure that any instructions you submit are complete and accurate. BidMax U is not required to verify the accuracy, authenticity or validity of any instructions and will not monitor or refuse to execute instructions because they are duplicates or appear to be duplicates. However, if we have doubts about the accuracy, authenticity or validity of an instruction, BidMax U may refuse to execute or postpone the execution of any instruction or seek further information about the instruction.

Instructions are irrevocable and once submitted, you or a Licensed User will not have the right to revoke or withdraw an instruction without BidMax U’s written consent. Your instructions will not be deemed to have been received by BidMax U until they are received by BidMax U’s servers. BidMax U’s records of all instructions are final and binding on you.

11.2. Acting on Your Instructions. By submitting instructions, you or a Licensed User authorize BidMax U to initiate transactions on your BidMax U account. BidMax U has the right to refuse to enter into any transaction if the digital assets or fiat currency in your BidMax U account is insufficient to complete the transaction (i.e., insufficient to settle the transaction and insufficient to pay all fees associated with the transaction). You are responsible for maintaining sufficient digital assets or fiat currency in your BidMax U account.

11.3. Protection of Instructions. You are aware that instructions and information transmitted through the Platform or by email are generally transmitted over the Internet and may be routed through public cross-border facilities without special protection. BidMax U cannot guarantee the protection of transmitted instructions and information from unauthorized access, and you accept the risks associated with this.

11.4. Withdrawal. Subject to these Terms and all applicable product terms, if there is sufficient balance in your BidMax U account, you can submit a withdrawal request on the Platform. Upon receipt of your withdrawal request, BidMax U will initiate a transfer to your designated external wallet. BidMax U may not process a withdrawal request if BidMax U has reason to believe that the execution of the relevant withdrawal will violate applicable law. BidMax U may also suspend withdrawals at a time that BidMax U deems appropriate to resolve any unforeseen events on the Platform. BidMax U will resume withdrawals once such events have been resolved.

12. Trading

12.1. Conducting Trades. You may trade directly with BidMax U.

BidMax U does not represent or warrant that any trade will be successfully completed or completed within a specific time.

12.2. Unauthorized Trades. You are solely responsible for controlling or using your BidMax U account. Therefore, BidMax U will assume that any instructions issued from your BidMax U account are authorized by you or a Licensed User unless BidMax U has been notified otherwise. You should monitor the history to detect any unauthorized or suspicious activity in your BidMax U account and notify us as soon as possible. BidMax U is not responsible for any claims or losses arising from transactions conducted in execution of unauthorized instructions, unless you have notified BidMax U in accordance with this section.

12.3. Retention of Transaction Information. To facilitate compliance with global industry standards regarding data retention, you agree to allow (but not require) us to retain records of all transaction information for the life of your BidMax U account or such other period as may be required by applicable law, consistent with the original intent to retain the transaction information. Please review the BidMax U Privacy Statement to understand how BidMax U collects and uses data in connection with the use and performance of the BidMax U website and BidMax U Services.

13. Material Interests and Conflicts

13.1. BidMax U Group. You understand that the BidMax U Group consists of several companies that conduct digital asset-related businesses, of which BidMax U is a member.

13.2. Nature of BidMax U’s Responsibilities. You understand and agree that your relationship with BidMax U or any services provided to you by BidMax U or any other matter will not give rise to any liability, whether legal, equitable or fiduciary, for BidMax U or any BidMax U Affiliate, other than those expressly set forth in these Terms. In particular, BidMax U and any BidMax U Affiliate may act in multiple capacities at any time. You consent to BidMax U acting in such capacity and providing any other services of BidMax U, or conducting business with or for you, any BidMax U Affiliate or any other user.

13.3. Vital Interests. You understand and agree that neither BidMax U nor any BidMax U Affiliate is required to: (1) carefully consider any information of material interest learned by BidMax U or any BidMax U Affiliate; (2) disclose any such information to you; or (3) use such information for your benefit. You further acknowledge that BidMax U may receive general market information from time to time in the course of providing BidMax U services to you and apply it to BidMax U’s ordinary business.

13.4. Conflicts of Interest. BidMax U establishes and maintains effective organizational and administrative arrangements designed to take all appropriate measures to identify and manage conflicts of interest between BidMax U and BidMax U users and relevant third parties and to prevent conflicts of interest from adversely affecting the interests of BidMax U users. If such organizational and administrative arrangements are not adequate to protect against risks of harm to your interests, BidMax U will inform you of the nature and/or source of the relevant conflict of interest and the steps that have been taken to mitigate such risks so that you can make an informed decision whether to continue to trade with us. BidMax U always reserves the right to refuse to act in your interests where it is unable to manage a conflict of interest in any other way.

14. Trading Limits

14.1. Your Trading Limits. Your BidMax U account may be limited in the following respects:

a. The amount or number of transactions that can be made in your BidMax U account;

14.2. Changing your Trading Limits. BidMax U reserves the right to change any trading limits applicable to your BidMax U account at any time in BidMax U’s absolute discretion. You may also request a change to your limits. Any changes are made at BidMax U’s sole discretion and are subject to any further conditions that BidMax U deems necessary.

15. Supported Digital Assets

15.1. Supported Digital Assets. The BidMax U Service is only available for supported digital assets, which may change from time to time. BidMax U has published a list of supported digital assets on its website. BidMax U may remove or suspend one or more digital assets from the list of supported digital assets and will use reasonable commercial efforts to notify you in advance, which means that you will no longer be able to access such digital assets as part of the BidMax U service and can only withdraw them from your BidMax U account. If you do not withdraw such unsupported digital assets within the specified period, BidMax U may, at its discretion, exchange them for another type of digital asset, namely stablecoins. BidMax U shall notify you before making such exchange, and you may withdraw such digital assets within a reasonable period specified by BidMax U and then exchange them for stablecoins.

As stated in this section, BidMax U is not responsible for the use of your BidMax U account to purchase digital assets that we do not support, or for the exchange of such unsupported digital assets for other types of digital assets.

15.2. Secured Digital Assets. BidMax U may, from time to time, support digital assets that claim to be secured by other assets or are otherwise tied or pegged to other assets, including digital assets, fiat currencies, or commodities such as gold and silver (“Secured Digital Assets”). You agree that you have read, understood and accepted all terms and conditions and risks associated with each specific Secured Digital Asset before entering into any transaction related thereto. BidMax U has no obligation to purchase, repurchase or redeem or facilitate the redemption of your Secured Digital Assets. BidMax U reserves the right to change, suspend or discontinue any Services related to any Secured Digital Asset. BidMax U makes no representation as to whether any specific Secured Digital Asset will maintain its value against any Asset, or as to the quantity or quality of any Secured Digital Asset reserves or collateral held by the respective Issuer or any third party.

16. Account Security

16.1. Your Responsibilities. You are solely responsible for taking appropriate measures to protect your hardware and data from viruses and malware and any inappropriate materials. Unless otherwise required by applicable law, you are solely responsible for backing up and maintaining copies of any information you store or transmit through the BidMax U Services. BidMax U shall not be liable for any claims or losses you suffer as a result of your failure to comply with the provisions of these Terms.

16.2. Security Measures. You and any Permitted User shall always ensure that all of your Access IDs are adequately secure and under your control. You are responsible for taking the necessary security measures (or ensuring that your Permitted Users take such measures) to protect your BidMax U account and keep your Access ID secure, including:

a. strictly complying with all BidMax U mechanisms or processes;

b. creating a strong password and keeping your Access ID secure;

c. keeping the email address and phone number provided to BidMax U up to date so that you can receive any notices or alerts that BidMax U may send you;

d. not allowing others to access your computer and/or computer screen remotely or sharing your computer screen with others while logged into your BidMax U account;

e. remember that BidMax U will not ask you to share your password or two-factor authentication code under any circumstances; and

f. logging out of the Website or Platform at the end of each session.

You must keep your email account and Access ID secure and protect them from any attacks and unauthorized access. If you learn or have reason to suspect that the security of your email or the email of a Permitted User has been compromised or that your or any Permitted User’s email has been used illegally, you must notify us immediately.

16.3. Monitoring Account History. You should monitor your history for any unauthorized or suspicious activity in your BidMax U Account and notify us as soon as possible. You acknowledge that any security breach may result in unauthorized access to your BidMax U Account by a third party and the loss or theft of any digital assets and/or funds in your BidMax U Account and any associated accounts (including your associated bank accounts and credit cards).

16.4. If you suspect a security breach, you must ensure that you:

a. immediately notify us using the contact details set out in clause 3.1 and continue to provide us with accurate and up-to-date information throughout the duration of the security breach;

b. immediately lock your BidMax U Account using the Platform’s account disable functionality or any other method specified by BidMax U from time to time; and

c. take any other steps that BidMax U may reasonably require to mitigate, manage or report any security breach.

BidMax U reserves the right to request any and all information and documentation that BidMax U deems relevant or necessary to an actual or suspected security breach, and you agree to provide such information and documentation, and BidMax U has the right to provide such information to any third party in order to resolve any security breach.

Other Important Information

17. Privacy

17.1. Privacy Statement. The collection and use of personal data in connection with these Terms, the BidMax U Services, the Platform and any Website is detailed in the Privacy Statement (as updated from time to time). You acknowledge that BidMax U will process personal data relating to you, provided by you to BidMax U or collected by BidMax U from you in connection with these Terms in accordance with the Privacy Statement. Your personal data will be processed in accordance with the Privacy Statement, which forms part of these Terms.

You represent and warrant that:

a. You acknowledge that you have read and understood the Privacy Statement.

b. BidMax U’s business changes from time to time and the Privacy Statement may change accordingly. Therefore, you should read the replacement version of the Privacy Statement immediately after BidMax U provides you with an alternative version from time to time.

18. Changes to Terms, etc.

18.1. How and when BidMax U makes changes. BidMax U may change these Terms and any terms and conditions incorporated by reference (including any Product Terms) at any time, and your acceptance of these Terms constitutes your express consent to such changes. BidMax U will notify you of any changes by email or on the BidMax U website.

Most changes will be notified in advance and will be notified to you before the changes take effect. However, we may occasionally need to make changes without notifying you in advance. This may include:

a. Changes made in accordance with changes in laws and/or regulations;

b. Changes are in your interest;

c. Changes are intended to give you a clearer understanding of these Terms; and/or

d. There is no time to notify you for other reasonable reasons.

For reasons that we are unable to provide

If we have notified you before the change, we will notify you as soon as possible after the change is completed.

18.2. When the changes take effect. Unless the changes take effect immediately, the updated Terms will take effect after we notify you. If you do not accept the changes, you may close your BidMax U account in accordance with Section 19.1 of these Terms. If we do not hear from you, we will assume that you have accepted the changes and your continued access or use of the BidMax U Services will be deemed to be your acceptance of the updated Terms.

19. Closing your BidMax U account

19.1. You have the right to close your BidMax U account. You may terminate your BidMax U account at any time in accordance with the account termination procedures specified by BidMax U from time to time. There is no fee for closing your BidMax U account. You authorize BidMax U to cancel or suspend any pending transactions when you close your account and to deduct any amounts owed to BidMax U from your BidMax U account.

You may not be able to close your BidMax U account in certain circumstances, including if you:

a. attempt to evade investigation by the relevant authorities;

b. have pending transactions or outstanding claims;

c. have outstanding amounts owed to BidMax U in your BidMax U account; or

d. have your BidMax U account frozen, seized, restricted or held.

19.2. What happens if you close your BidMax U account. If you close your BidMax U account, you must withdraw all Digital Assets from your BidMax U account. If you do not withdraw Digital Assets or do not access your BidMax U account for 90 consecutive days, BidMax U will notify you that your account will be considered dormant.

19.3. What happens if your account becomes dormant. If you do not respond to a notice under Section 19.2 within 30 days, BidMax U may:

a. mark your BidMax U account as dormant;

b. exchange the Digital Assets for other Digital Assets. BidMax U shall not be liable for any loss of profits, tax liability or any other loss, damage or expense you suffer as a result of such changes;

c. transfer such dormant accounts and/or any digital assets held therein to any third party (including, without limitation, other BidMax U affiliates, any third party custodian or independent wallet) as BidMax U deems reasonably necessary. Upon such transfer, you shall be entitled to recover the digital assets, subject to BidMax U (or the relevant third party) reasonable authentication requirements and any other terms and conditions of use;

d. adjust your dormant accounts so that you will receive contractual claims for the number and type of digital assets held in your BidMax U account before redemption to your dormant accounts;

e. close a dormant account at any time.

Once a dormant account has been closed, it cannot be reactivated and if you wish to continue to use the BidMax U Services, you must register a new BidMax U account in accordance with these Terms. You acknowledge that BidMax U has no obligation to pay any remuneration, incentive or interest in relation to the credited assets in your dormant account that would otherwise have been agreed to be paid under the applicable Product Terms.

20. Termination, Suspension, Suspension and Restriction

20.1. BidMax U’s Rights. BidMax U may modify or discontinue, temporarily or permanently, any part or feature of the BidMax U Services at any time. In particular, BidMax U may: (1) refuse to complete or block, cancel or, where permitted by applicable law, refuse to revoke any transaction authorized by you; (2) terminate, suspend or restrict your access to any or all of BidMax U’s Services; (3) terminate, suspend, close, suspend or restrict your access to any or all of BidMax U’s Accounts; (4) refuse to transmit information or instructions to third parties (including, but not limited to, third-party wallet operators); and/or (5) take any action that BidMax U deems necessary. In each case, the above shall be effective immediately and may be for any reason, including but not limited to:

a. You are not eligible or no longer eligible to use one or more BidMax U Services;

b. BidMax U has reason to suspect that:

i. The person logging into your BidMax U account is not you, or BidMax U suspects that your BidMax U account has been or will be used for any illegal, fraudulent or unauthorized purpose;

ii. The person logging into your BidMax U account is not a permitted user, or BidMax U suspects that your BidMax U business account has been or will be used for any illegal, fraudulent or unauthorized purpose;

iii. Multiple natural persons access and/or use the same BidMax U account to conduct transactions, or BidMax U suspects that the BidMax U account has been or will be used for any illegal, fraudulent or unauthorized purpose;

iv. The information you provide is false, untrue, outdated or incomplete;

c. BidMax U has reasonable concerns about your credit or financial condition, including:

i. If you are an individual user, you become bankrupt, insane, file for bankruptcy, or have commenced proceedings against you in bankruptcy;

ii. If you are a partnership, any of your partners dies or becomes bankrupt or insane, files for bankruptcy, has commenced proceedings against any partner in bankruptcy, or has commenced proceedings to dissolve and/or vary the partnership or articles of association of the partnership;

iii. If you are a company, the company is unable to pay its debts as they become due, or has commenced proceedings against it for insolvency, judicial management, receivership, administration or any similar or analogous proceedings;

iv. You convene a meeting of creditors or propose or actually enter into any compromise or arrangement or make any assignment with creditors for the benefit of creditors;

d. Have not submitted the information and documents required under Section 8;

e. Have not submitted the enhanced due diligence required under Section 7.4;

f. BidMax U has reason to believe that we are required to do so by applicable law or by any court or authority in any jurisdiction in which BidMax U is located;

g. BidMax U has determined or suspects that:

i. you have breached these Terms or any Product Terms;

ii. you have breached any express or implied warranty or any representation you have made in these Terms;

iii. any transaction is unauthorized, erroneous, fraudulent or illegal, or BidMax U has determined or suspects that you are using your BidMax U account or the BidMax U Services in a fraudulent, unauthorized or illegal manner;

iv. your BidMax U account or your use of the BidMax U Services is subject to money laundering, terrorist financing, fraud or any other criminal activity;

h. your use of your BidMax U account is subject to any pending, ongoing or threatened litigation, investigation or judicial, governmental or regulatory process, and/or BidMax U believes that your BidMax U account activity presents a high risk of legal or regulatory violations;

i. you have outstanding amounts owed to BidMax U, whether due to chargebacks or for any other reason;

j. any email sent to your email address is returned as undeliverable;

k. there is a problem verifying your identity;

l. you take any action to circumvent our controls, such as opening multiple BidMax U accounts without BidMax U’s written consent or abusing promotions offered by BidMax U from time to time; or

m. we have other reasonable grounds for doing so.

BidMax U will take reasonable steps to provide you with appropriate notice. However, there may be times when we are unable to provide appropriate notice as required by applicable law.

20.2. Acknowledgements by You. You acknowledge and agree that:

a. The examples of actions that BidMax U may take to terminate, suspend, close or restrict your access to your BidMax U account and/or BidMax U Services set out in Section 20.1 above are not exhaustive; and

b. BidMax U’s decision to take certain actions, including but not limited to terminating, suspending or restricting your access to your BidMax U account or BidMax U Services, may be based on confidentiality standards that are fundamental to BidMax U’s risk management and security protocols. You agree that BidMax U has no obligation to disclose details of BidMax U’s risk management and security procedures to you.

20.3. What happens if BidMax U exercises its rights. If BidMax U terminates, suspends, places or restricts your access to one or more BidMax U Services:

a. If you have orders, trades, positions or open trades, they may be closed by you or us, depending on whether we terminate, suspend, place, restrict or take other action;

b. Any refund of use of your BidMax U Account or BidMax U Services may result in the immediate suspension and/or restriction of your BidMax U Account and BidMax U Services;

c. To reactivate a suspended and/or restricted BidMax U Account or BidMax U Service, you will need to refund us in full, including any amounts owed to us (including any applicable fees); and

d. In the event of a refund, you are responsible for any credited amounts and you authorize us to deduct costs and fees directly from any assets in your BidMax U Account without further notice.

20.4. Unlawful Possession. If BidMax U is informed and has reason to believe that any digital assets or fiat currency held in your BidMax U Account have been stolen or are not lawfully owned by you (whether by mistake or otherwise), BidMax U may (but is not obligated to) freeze the affected funds and your BidMax U Account. If BidMax U withholds some or all of the digital assets or fiat currency in your BidMax U Account or your entire BidMax U Account until we have evidence acceptable to us that you are entitled to the digital assets and/or fiat currency in your BidMax U Account. BidMax U will not be involved in the resolution of disputes or disputes related to any digital assets and/or fiat currency in your BidMax U Account.

20.5. Accessing BidMax U Services in Other Jurisdictions. Residents of certain countries may only have access to some, but not all, of the BidMax U Services. BidMax U may change the BidMax U Services available to you from time to time. If you travel to a country listed in BidMax U’s Prohibited Countries List, you will not be able to use the BidMax U Services or will be blocked from the BidMax U Services. You acknowledge that this may affect your ability to trade on the Platform, and/or monitor any existing orders or open positions, or otherwise use the BidMax U Services. You may not attempt to circumvent any such restrictions in any way, including by modifying your Internet Protocol address through the use of any virtual private network.

Intellectual Property

21. Background Intellectual Property

The BidMax U Intellectual Property shall at all times be owned by BidMax U.

22. License to BidMax U Intellectual Property

BidMax U grants you a non-exclusive license to use the BidMax U Intellectual Property (excluding the Trademarks) solely to the extent necessary for your use of the BidMax U Services for non-commercial personal or internal business purposes in accordance with these Terms during the continuation of these Terms or until we suspend or terminate your access to the BidMax U Services, whichever is earlier.

23. License to User Intellectual Property

23.1 You Grant License You grant BidMax U a perpetual, irrevocable, royalty-free, worldwide, non-exclusive license to use User Intellectual Property to the extent that such Intellectual Property:

a. is part of or necessary to use any Created Intellectual Property; and

b. is necessary for BidMax U to provide the BidMax U Services to you from time to time.

23.2 BidMax U’s Right to Sublicense. The license you grant under these Terms includes sublicenses made by BidMax U and any BidMax U Affiliate to third parties for the purpose of providing the BidMax U Services or any part thereof to you.

24. Created Intellectual Property

24.1 Created Intellectual Property. Created Intellectual Property shall automatically become the property of BidMax U from the date of its creation.

24.2 Assignment. You hereby assign (and agree to cause any agent, representative or contractor to assign) to BidMax U all present and future rights and interests in and to the Created Intellectual Property with full title security.

If you are required to do so, you shall (and agree to cause any agent, representative or contractor to) sign and/or execute all documents and take all actions that BidMax U may require to complete the assignment under these Terms, without charge.

25. General

25.1 BidMax U is not responsible. You agree and acknowledge that: (1) BidMax U is not responsible for any User Materials (whether provided by you or by a third party) that may be made available on the Platform or the Website; and (2) your use of any such User Materials is at your own risk and BidMax U does not provide any warranty in relation thereto.

25.2 BidMax U’s Rights. BidMax U reserves the right, in its sole discretion, to remove, modify or refuse any content (including any User Materials) that you submit, post or display on the Platform or the Website for any reason. BidMax U reserves the right to take any action that we deem appropriate in our sole discretion, including issuing you a written warning, removing any User Materials, seeking damages or other monetary compensation from you, suspending or terminating your BidMax U account (if any), or suspending your access to the Platform and/or the Website. BidMax U also reserves the right to restrict or prohibit your future use of any and all of BidMax U’s Services.

25.3 Recording. You agree that BidMax U may record any communications we have with you in connection with these Terms, whether by electronic communication, telephone communication, video call or otherwise, and that any records retained by BidMax U will constitute evidence of the communications between you and us. You agree that BidMax U may record telephone conversations and video calls so that we can respond to inquiries, ensure compliance with applicable laws, improve BidMax U’s services and provide customer support.

Your Obligations and Responsibilities

26. Prohibited Uses

Without prejudice to any other restrictions or limitations in these Terms, you agree that by opening a BidMax U account, you and any Permitted User will not:

a. Violate these

b. Use the BidMax U Services in a manner that is contrary to the public interest, public morals or the legitimate interests of others, including any conduct that interferes with, disrupts, negatively affects or prevents other users from using the BidMax U Services;

c. Use the BidMax U Services for resale or commercial purposes, including trading on behalf of other persons or entities, except as expressly agreed by BidMax U in writing;

d. Use the BidMax U Services to conduct any conduct that, in BidMax U’s opinion, is intended to control or artificially influence the price of any digital asset (market manipulation), whether or not prohibited by applicable law, including but not limited to pump and dump scams, wash trading, self-trading, front-running, order stuffing, and spoofing or layering;

e. Engage in fraudulent activities or cause BidMax U to suspect that you or any Permitted User is engaging in fraudulent activities and/or transactions;

f. Use the BidMax U Services to conduct any conduct that, in BidMax U’s opinion, is intended to control or artificially influence the price of any digital asset (market manipulation), whether or not prohibited by applicable law, including but not limited to pump and dump scams, wash trading, self-trading, front-running, order stuffing, and spoofing or layering; U Service for the purpose of conducting sweepstakes, bidding auctions, sports predictions or odds calculations, fantasy sports leagues offering cash prizes, online games, contests, winner-take-alls, or games of chance;

g. (1) conduct business or use the BidMax U Service in a manner that causes or may cause complaints, disputes, claims, revocations, chargebacks, fees, fines, penalties, or other liabilities to BidMax U, other users, third parties, or yourself; (2) allow your BidMax U account to have a negative value or amount of Digital Assets;

h. provide BidMax U with false, inaccurate, or misleading information in any communication with BidMax U regarding use of the BidMax U Service or otherwise in connection with these Terms;

i. (1) use any deep link, crawler, robot, spider, or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the BidMax U Service in order to (2) attempt to gain unauthorized access to any portion or feature of the Platform, or any systems or networks connected to the BidMax U Service or any BidMax U server or to any BidMax U Service made available through the Platform, by hacking, password mining or any other illegitimate or prohibited means; (3) probe, scan or test the vulnerability of the BidMax U Service or any network connected to the Platform, or breach any security or authentication measures on the BidMax U Service or any network connected to the BidMax U Service; (4) reverse look-up, trace or seek to trace any information on any other user of or visitor to the BidMax U Service; (5) take any action that imposes an unreasonable or disproportionately large load on the BidMax U Service or the infrastructure of BidMax U’s systems or networks, or any systems or networks connected to the BidMax U Service; (6) use any device, software or routine to interfere with the proper working of the BidMax U Service or any transaction on the BidMax U Service or any other person’s use of the BidMax U Service; or (7) forge headers, impersonate or otherwise manipulate authentication to disguise your identity or the origin of any message or transmittal you send to us;

j. modify or adapt the Platform or any part of it, or merge or incorporate the Platform into another program or application;

k. disassemble, decompile, reverse engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Platform or its components;

l. modify, copy, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, delete or alter any copyright notice or label, or license, sublicense, sell, mirror, frame, rent, lease, private label, grant a security interest in, create derivative works or otherwise exploit any BidMax U Intellectual Property or any part of it;

m. facilitate any virus, Trojan horse, worm or other computer programming routine that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information associated with the BidMax U service;

n. (1) use an anonymous proxy; (2) Use any temporary, disposable, self-destructing or similar email address when opening a BidMax U account and/or using the BidMax U Services; (3) use any device, software or routine to bypass BidMax U’s automatic exclusion headers or interfere or attempt to interfere with the BidMax U website or BidMax U Services; and (4) take any action that could cause BidMax U to lose any services provided by its Internet service provider or other provider;

o. Create or purport to create any security in any fiat currency or digital assets held in any of your BidMax U accounts without BidMax U’s prior written consent;

p. Violate or attempt to violate (1) any applicable law; or (2) BidMax U’s or any third party’s copyright, patent, trademark, trade secret or other intellectual property right, or right of publicity or privacy; and/or

q. (1) directly or indirectly access, use or attempt to access or use the BidMax U Services in jurisdictions deemed high risk by BidMax U, including but not limited to Cuba, Iran, North Korea, Syria; or (2) with BidMax U; U considers high-risk groups, directly or indirectly accessing, using or attempting to access or use BidMax U services, including but not limited to individuals or entities listed as restricted individuals or groups on any list of the United States, the United Kingdom, the European Union or the United Nations (including the sanctions list maintained by the United States Office of Foreign Assets Control, or the Denied Persons List or Entity List maintained by the United States Department of Commerce).

27. Representations and Warranties

You hereby represent and warrant to BidMax U that you will at all times ensure that:

a. All documents and information you provide to BidMax U are true, accurate, complete and current in all respects and that BidMax U may rely on them to determine whether you are eligible to access the Platform or use the BidMax U Services;

b. All decisions related to these Terms are based solely on your own judgment and are made after an independent assessment of your financial resources, ability and willingness to assume the relevant risks and achieve your financial objectives;

c. You have full power, authority and capacity to (1) access and use the Platform and/or BidMax U Services; and (2) enter into, deliver and perform your obligations under these Terms and any agreement entered into pursuant to or in connection with these Terms, including, without limitation, any Product Terms;

d. If you are a partner in a corporation, partnership or trustee of a trust:

i. The corporation, partnership or trust has been and will continue to be operated in a manner consistent with applicable law and any partnership deed or trust deed (or other similar document);

ii. You will immediately notify us of any change in the resignation, removal, appointment or death of any director, partner, trustee, custodian, ultimate beneficiary or any person authorized to operate your BidMax U account; and

iii. You will immediately notify us of the voluntary or involuntary dissolution of the company, partnership or trust;

e. You have unconditionally obtained in writing and disclosed in writing to BidMax U all third-party consents, licenses, authorizations, approvals and agreements required for you to (1) access and use the Platform and/or BidMax U Services; and (2) enter into, deliver and perform the transactions contemplated under these Terms and any agreement entered into pursuant to or in connection with these Terms, and all authorizations, approvals, licenses, consents, registrations, declarations, filings and unrevoked or amended by any regulator, government department, commission, agency or other organization with jurisdiction over you;

f. These Terms and any agreement entered into under or as a result of these Terms constitute valid and legally binding obligations and are enforceable against you in accordance with their respective terms;

g. You are not a Restricted Person;

h. If you are a legal entity, you are duly registered, formally established and validly existing in the jurisdiction in which you are a legal entity and have full authority to transact business. If you are an individual, you are not less than 18 years of age; and

i. Your access to and use of the Platform and/or BidMax U Services, execution, transactions and performance of obligations under these Terms and any agreement entered into pursuant to or as a result of these Terms will not:

i. result in a violation or inconsistency with any provision of your charter, articles of incorporation, partnership agreement, trust deed or equivalent organizational document (if you are a legal entity, a partner in a partnership or a trustee of a trust);

ii. result in a violation or constitute a breach of any instrument, agreement, document or undertaking to which you are a party or to which you or any of your property is bound or governed; and

iii. cause you or us or any third party to violate any applicable law, statute or judgment of any court, or any award of any arbitrator, or any governmental or regulatory authority in any jurisdiction.

28. TECHNICAL DISCLAIMER

28.1. No Representations or Warranties. The BidMax U Services and any information provided on the Website and Platform, including the chat service, are provided on an “as is” and “as available” basis, without any representations or warranties of any kind, whether express or implied, to the maximum extent permitted by applicable law. Specifically, BidMax U disclaims any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. BidMax U does not represent or warrant that access to the Website, Platform, any of your BidMax U accounts, BidMax U Services or any materials contained therein will be continuous, uninterrupted, timely or error-free. This may result in periods of inability to conduct transactions on the Platform and may also cause delays.

28.2. Suspension of Access. From time to time, BidMax U may suspend access to BidMax U accounts and/or BidMax U Services for scheduled and emergency maintenance. BidMax U will use reasonable efforts to ensure that transactions on the Platform are processed in a timely manner, but makes no representations or warranties as to the time required to complete processing, which is dependent on many factors beyond our control.

28.3. Content. Although we make reasonable efforts to update the information on the Website and Platform, we make no representations, warranties or guarantees, whether express or implied, that the content, including information related to the BidMax U Services, is accurate, complete or up-to-date.

28.4. Third Party Websites. Links to third party websites (including, without limitation, the content, materials and/or information contained in third party websites) are provided as a convenience, but they are not under our control. You acknowledge and agree that BidMax U is not responsible for any aspect of the content, materials, information or services contained on any third party website accessible or linked from the Platform or Website.

28.5. Network Access and Compatibility: You are solely responsible for obtaining data network access necessary to use the BidMax U Services. You are solely responsible for obtaining and updating compatible hardware or devices required to access and use the BidMax U Services, the Website and any updates thereto. BidMax U does not warrant that the BidMax U Services, or any part thereof, will operate on any particular hardware or device. The BidMax U Services may be subject to failures and delays inherent in the Internet and electronic communications.

29. Indemnification

29.1. Third Party Claims. You shall indemnify and hold BidMax U harmless from any claim, suit, action, demand, dispute, allegation or investigation brought by any third party, governmental agency or industry body and from all claims, liabilities, damages (actual and indirect), losses (including any direct, indirect or consequential losses, loss of profits, loss of reputation), costs and expenses, including without limitation all interest, penalties, legal and other reasonable attorneys’ fees and other professional costs and expenses (“Losses”) arising out of or in any way related to:

a. your access to or use of the BidMax U Account and/or the BidMax U Services;

b. your breach or alleged breach of these Terms, or any other term or sub-term of these Terms, including any Product Terms and any other terms and conditions incorporated by reference;

c. your violation of any applicable law; and

d. your violation of the rights of any third party.

29.2. Control. BidMax U reserves the right to control the defense of any third party claim subject to indemnification by you, in which event you shall cooperate fully as required by us in asserting any defense. You shall not settle any claim or loss without BidMax U’s prior written consent.

29.3. Release. You hereby agree to release BidMax U from any and all claims and demands arising directly or indirectly from any dispute between you and any other user or other third party arising out of or related to the BidMax U Services (including any Digital Asset Transactions) or the subject matter of these Terms (and waive any rights you may have against BidMax U for any losses you may suffer or incur).

30. Indemnification

30.1 BidMax U’s Indemnification. The liability of BidMax U and BidMax U’s Affiliates to you or any third party in any event shall be limited to the amount of actual losses or damages directly caused by BidMax U’s breach of these Terms that are reasonably foreseeable and in any event shall not exceed the fees paid by you to BidMax U in the 12 months prior to the event giving rise to the losses. The compensation amount will be paid in full by BidMax U to you as a final settlement amount and fully reimburses BidMax U and any BidMax U Affiliate for any and all losses and claims arising from the breach of contract for any reason. You acknowledge and agree that BidMax U or any BidMax U Affiliate is not aware of any special circumstances of yours, that damages are a sufficient remedy, and that you will not be entitled to any other claim or relief at law or in equity, including but not limited to any claim in property, injunction and/or specific performance.

30.2 Limitation of Liability. Notwithstanding the other provisions of these Terms, in no event will BidMax U or any BidMax U Affiliate be liable to you or

Any other person or entity shall be liable for:

a. any direct or indirect loss (including loss of profit, business or opportunity), damages or costs arising out of or in connection with these Terms, including but not limited to:

i. any risk identified in the Risk Warning (as updated from time to time);

ii. the operation, functionality, security or availability of any underlying digital asset protocol;

iii. whether the Secured Digital Assets maintain their value or whether each issuer of the Secured Digital Assets holds sufficient reserves for any Secured Digital Assets;

iv. any act or omission made pursuant to these Terms;

v. any inaccuracy, defect or omission in the price data of digital assets, any error or delay in the transmission of such data, and any interruption of such data;

vi. scheduled or irregular maintenance by BidMax U, including any service interruptions and changes resulting from such maintenance;

vii. theft of devices that support access to and use of the BidMax U Services;

viii. any damages caused by the actions, omissions or breaches of these Terms by other users and any other third party actions;

ix. (1) any damage or disruption caused by a computer virus, spyware or other malware that may affect your computer or other device, or any phishing, spoofing or other attack; (2) the failure, damage or destruction of your hardware, or the damage or loss of any records or data stored on your hardware for any reason; or (3) your use of the Internet to connect to the BidMax U Services, or any technical problems, system failures, malfunctions, communication line failures, high Internet traffic or demand, related problems, security breaches or any similar technical problems or defects you encounter;

x. BidMax U’s decision to reject your application to open a BidMax U Account in accordance with Section 7.1;

xi. any termination, suspension, suspension or restriction of any BidMax U Account or BidMax U Services, including your inability to withdraw Digital Assets, place Orders or trade under these Terms or any Product Terms during any suspension, suspension or restriction;

xii. any trading restrictions imposed on your BidMax U Account in accordance with Section 14.1;

xiii. U makes any choice to support or not support Digital Assets in accordance with Article 15.1;

xiv. BidMax U is unable to contact you through the contact information you provided in accordance with Article 3.2;

xv. BidMax U closes dormant accounts in accordance with Article 19.3;

xvi. Failure to complete a transaction in accordance with Article 12.1 or failure to meet any of its transaction completion timelines;

xvii. Market making activities conducted by market makers in accordance with Article 13.2;

xviii. Any instructions issued by BidMax U based on your BidMax U account or email address;

xix. BidMax U refuses to execute any instructions or delays in executing any instructions in accordance with Article 11.1;

xx. Any security breach or security vulnerability of your email address;

xxi. Losses caused to you by fraud or scams by third parties that only use BidMax U as the recipient of your fiat currency or digital assets, or convert fiat currency into digital assets at your request, or transfer digital assets out of the BidMax U platform;

xxii. any losses arising out of or in connection with the issuance of new digital assets, initial coin offerings (ICOs) or the decision to list or not list digital assets on the Platform;

xxiii. the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, price or continued availability of the BidMax U Services, or any delay or omission in the BidMax U Services, or any failure of any connection or communication service to provide or maintain your access to the BidMax U Services, or any interruption or disruption of your access, or any communication errors between us for any reason, and

xxiv. any transaction, order or action you enter into or purport to enter into through your email or BidMax U account;

b. any loss of business, profits, anticipated savings or opportunity, or any special, punitive, aggravated, incidental, indirect or consequential loss or damage, whether arising out of or in connection with the BidMax U Website, the Platform, your BidMax U account, the BidMax U Services, these Terms, the Product Terms, the Privacy Statement and/or any agreement entered into under these Terms or otherwise; and/or

c. Any losses that form part of a claim that is not settled by formal legal action commenced within one calendar year after the event giving rise to the claim. You agree and acknowledge that this clause modifies any limitation period provided by law and, if applicable law prohibits this, this clause shall be construed as a limitation period for the shortest enforceable period. Without prejudice to the generality of the foregoing, please note Section 32: Claims may only be resolved by binding arbitration.

30.3 Damage or disruption. BidMax U is not responsible for any damage or disruption caused by computer viruses, spyware, malware, Trojan horses, worms or other malicious software that may affect your computer or other device, or for any phishing, spoofing or other attack. BidMax U recommends that you regularly check for viruses using reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are susceptible to spoofing and phishing attacks and you should be cautious when viewing messages purporting to be from BidMax U. You and, where relevant, Permitted Users are solely responsible for the security of all login credentials (including usernames and passwords) and should keep details related to account security secure at all times.

Dispute Resolution: Waiver of Court, Arbitration, Class Actions

For the avoidance of doubt, nothing in this section will deprive you of any legal rights you may have under applicable law.

31. Claim Notice and Dispute Resolution Period

31.1. If you have any concerns about the Service, please first contact BidMax U for resolution. BidMax U seeks to resolve your concern without resorting to formal legal proceedings, if possible. If the concern is not initially resolved to your satisfaction, BidMax U will issue you a ticket. The issuance of the ticket will automatically initiate the internal dispute resolution process. BidMax U will attempt to resolve the dispute internally as quickly as possible. The parties agree to negotiate in good faith to resolve the dispute (discussions to resolve the dispute will be confidential and subject to the provision that settlement discussions may not be admissible in any legal action).

31.2. If a dispute cannot be resolved to your satisfaction and you wish to assert a claim against BidMax U, you agree to set forth the basis for such claim in a “Notice of Claim” in writing and provide it to BidMax U as prior notice. The Notice of Claim must (1) describe the nature and basis of the claim or dispute; (2) specify the specific relief sought; (3) provide the original order number; and (4) include the email address for your hosting account. Once you submit a Notice of Claim to BidMax U, the dispute referenced therein may be submitted to arbitration by either BidMax U or you in accordance with the terms below (the Arbitration Agreement).

31.3. For the avoidance of doubt, submitting a dispute to BidMax U for internal resolution and sending a Notice of Claim to BidMax U are conditions prior to commencing an arbitration proceeding (or any other legal proceeding).

31.4. During the arbitration, any settlement amount offered by you or BidMax U may not be disclosed to the arbitrator.

32. Arbitration Agreement

32.1. Unless otherwise required by applicable law or provided to you by another choice, you and BidMax U agree that, subject to the provisions above (Claim Notice and Dispute Resolution Period), any Claim shall be determined by binding and final individual (not class) arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Rules then in effect, which Rules are incorporated by reference into these Rules.

32.2. The place of arbitration shall be in Hong Kong.

32.3. The arbitral tribunal shall consist of one (1) arbitrator, who shall be appointed in accordance with the HKIAC Rules then in effect.

32.4. The language of the arbitration shall be English.

32.5. You and BidMax U further agree that the arbitrator shall have exclusive authority to rule in his or her own jurisdiction, including, without limitation, exclusive authority to rule on any objection to the existence, scope or validity of the Arbitration Agreement or the arbitrability of any Claim.

32.6. The arbitration provisions set forth in this Section shall survive any termination of these Terms.

32.7. Limitation Period for Application: Any arbitration against BidMax U must be commenced by filing and serving a Notice of Arbitration in accordance with the HKIAC Rules within one (1) year after the date on which the User asserting the claim first discovered or should have discovered the alleged act, omission or default giving rise to the claim (the “Limitation Period”). For the avoidance of doubt, the Limitation Period shall include the Dispute Resolution Period set forth in Section 31.1. If the User fails to file and serve a Notice of Arbitration on BidMax U with respect to any claim within the Limitation Period, the User shall not be entitled to any remedy or relief with respect to the relevant claim. If the Limitation Period is inconsistent with applicable law, the User must file any claim against BidMax U within the shortest time permitted by applicable law. The Notice of Arbitration may be served on BidMax U in accordance with applicable law and the Service Rules.

32.8. Note: If BidMax U initiates arbitration against you, BidMax U will send the notice to the email or mailing address you provide. You agree that any notice sent to that email or mailing address may be effective for any purpose, including, but not limited to, determining the adequacy of the Service. It is your responsibility to ensure that the email and/or mailing address on file with BidMax U is up to date and accurate.

33. Confidentiality

33.1. The parties agree that the arbitration shall be confidential. The existence of the arbitration, the fact of the existence of a claim or its substance, all documents and information provided or exchanged in connection with the arbitration, submissions made during the arbitration, any order issued or any award rendered shall be confidential and shall not be disclosed by any party to any third party other than the arbitral tribunal, HKIAC, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers and any other persons necessary for the conduct of the arbitration. Notwithstanding the foregoing, either party may disclose Confidential Information:

a. with the written consent of the other party;

b. to the extent required by applicable law or the regulations of any competent regulatory or supervisory body to which such party is or may become subject, or pursuant to any order of a court or other competent authority or tribunal of competent jurisdiction;

c. in connection with the initiation, conduct or defense of any bona fide legal proceeding by a party to enforce or challenge any award rendered in arbitration; and

d. to the extent that the relevant Confidential Information becomes public domain other than as a result of a breach of this Agreement.

The confidentiality provisions of this clause shall survive termination of this clause and the conclusion or suspension of any arbitration initiated under this clause.

34. Governing Law

Except where applicable law provides otherwise or where you have another choice, these Terms (including this Arbitration Agreement) shall be governed by and construed in accordance with the laws of Hong Kong.

35. Waiver of Class Actions

You and BidMax U agree that any claim shall be brought against BidMax U in your individual capacity and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right to bring, hear or arbitrate such claims in a class, class, representative or private attorney general action, to the extent permitted by applicable law. Individual arbitrations may not be consolidated or combined into one without BidMax U’s consent.

General

36. General Terms

36.1. Applicable Law. You and any Permitted Users must comply with all applicable laws, licensing requirements and third-party rights (including data privacy laws and anti-money laundering and counter-terrorism financing laws) when using the BidMax U Services, your BidMax U account and the Platform.

36.2. Notices. BidMax U may provide notices to you by email to your email account. It is your responsibility to ensure that you have an up-to-date and accurate email address. If a notice is sent via an email account, it will be deemed to have been sent and received regardless of whether you receive a failure notification.

You may only send notices to BidMax U in accordance with BidMax U’s instructions, which may change from time to time.

Any notice, consent or other communication given under these Terms must be in writing, in English, and signed or otherwise authorized by the party giving it.

36.3. Announcements. All official announcements, news, promotions, contests and airdrops will be posted on the Website. These announcements are important and may relate to matters of concern that may affect the value or security of your digital assets. It is your sole responsibility to monitor the Website, read and consider the announcements.

36.4. Entire Agreement. These Terms and any applicable Product Terms constitute the entire agreement between you and BidMax U with respect to the BidMax U Services. Each party acknowledges that it has not relied on any statement, representation, warranty or guarantee (whether made negligently or innocently) other than as expressly set out in these Terms or any Product Terms and shall have no rights or remedies in respect thereof.

36.5. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without BidMax U’s prior written consent. However, BidMax U may assign or transfer any of its rights or obligations under these Terms to any other person at any time, including, without limitation, in connection with any merger, acquisition, or other corporate reorganization of BidMax U.

36.6. Invalidity. If at any time any provision or sub-provision of these Terms becomes illegal, invalid, or unenforceable in any respect, the legality, validity, or enforceability of the remaining provisions or sub-provisions shall not be affected or impaired in any way.

36.7. Recording. You agree that BidMax U may record any telephone calls, emails, chat conversations, and any other forms of communication between BidMax U and you, including communications between you and BidMax U regarding the sending of instructions or the effecting of transactions, and you agree that such recordings may be used as evidence in any litigation relating to any agreement with you. Such recordings shall be the sole property of BidMax U.

36.8. Language. These Terms may be translated into a language other than English. Any such translation is provided solely for your convenience. In the event of any conflict or inconsistency, the English version shall prevail.

36.9. Third Party Rights. Except in relation to BidMax U Affiliates, any statement or reference in these Terms shall

Nothing herein or in any manner shall be construed as giving any legal or equitable right, remedy or claim under or in connection with these Terms or any term or sub-term thereof to any person other than the parties hereto. These Terms and all terms and sub-terms hereof shall inure exclusively to the benefit of the parties hereto and their successors and permitted assigns.

36.10. Survival. All terms and sub-terms hereof which by their nature are intended to survive any expiration or termination of these Terms shall continue to be binding and in effect after such termination or termination.

36.11. Relationship between the Parties. BidMax U is not your agent for the enforcement of these Terms. These Terms shall not be construed as the fact or evidence of any association, joint venture, partnership or franchise between the parties.

36.12. Digital Assets. BidMax U records the amount and type of any digital assets in your name in your BidMax U account. BidMax U is not the custodian of any digital assets in your name and shall have no custodian liability for any digital assets in your name. When you instruct BidMax U to transfer or otherwise deal with Digital Assets, BidMax U will not use any particular Digital Asset (no matter how identifiable) to execute your instructions. BidMax U will execute your instructions using the same Digital Assets as the amount of Digital Assets credited to your BidMax U Account under these Terms.

36.13. Force Majeure. BidMax U will not be liable for any delay or failure to perform under these Terms if performance is delayed or prevented by a Force Majeure Event.

36.14. No Waiver. Any delay or failure by BidMax U to exercise any right or remedy under these Terms will not be deemed a waiver of any future exercise of such right or remedy or a waiver of any other right or remedy under these Terms. The rights and remedies provided under these Terms are cumulative and not exclusive of any rights or remedies provided by applicable law.

36.15. Setoff. In addition to any legal or other remedies provided under these Terms or at law, BidMax U may set off any amounts owed by you to BidMax U under these Terms or otherwise. You must pay all amounts owed to BidMax U in full without set-off, counterclaim, deduction or withholding of any kind, except to the extent such set-off, counterclaim, deduction or withholding is required by applicable law.

36.16. Privacy of Others. If you receive information about another user through the Platform or through your use of the BidMax U Services, you must keep such information confidential and use it only in connection with the BidMax U Services and at all times in accordance with applicable law. You may not disclose or distribute any user information to third parties or use it in any manner other than as reasonably necessary to effectuate a transaction.

36.17. Publication of Violations. If you violate these Terms, BidMax U may publish or otherwise make available to BidMax U users details of your violation (including any information you provided to BidMax U). BidMax U will only do so if it determines that such action is necessary to protect other users or to comply with applicable law.

36.18. Death of a BidMax U Account Holder. If you die or become incapacitated, your personal representative or surviving person(s), must notify BidMax U in writing as soon as possible. We may suspend your BidMax U account if we have reason to believe that you have died. Your BidMax U account will be suspended until:

a. your personal representative or authorized beneficiary, (1) creates a BidMax U account in accordance with these Terms; or (2) provides wire transfer instructions; and

b. provides sufficient legal documentation to establish their right to receive the assets in your BidMax U account; or

c. you provide sufficient evidence to prove that you are not deceased.

The beneficiary receiving the wire transfer will receive the liquidation value of the assets in your BidMax U account, less any fees and costs associated with the transfer. BidMax U’s ability to provide your representative with the assets in your BidMax U account is subject to applicable law and the limitations set forth in these Terms. BidMax U does not commit to any particular timeline for the transfer of assets in your BidMax U account.

36.19. Taxes. You are responsible for determining what taxes, if any, apply to payments you make or receive, and for collecting, reporting, and paying the correct taxes to the relevant tax authorities. You agree that BidMax U is not responsible for determining whether any taxes apply to your use of the BidMax U Services, or for collecting, reporting, or paying any taxes arising from any transactions or use of the BidMax U Services.

You understand that BidMax U may file certain reports with tax authorities regarding transactions conducted through the Platform, and that BidMax U may, in its sole discretion or as required by applicable law, provide you with additional documents or records necessary for you to calculate any taxes. BidMax U may also withhold and deduct at source any taxes payable under applicable law as determined by us in our sole discretion.

37. Definitions and Interpretation

In these Terms:

a. The headings and numbering of these Terms are for convenience only and shall not affect the meaning, priority or interpretation of any clause or sub-clause thereof;

b. The expression “include” or “including” shall mean including but not limited to;

c. A promise to do or not to do something shall be deemed to include a promise not to do or not to accept it;

d. Words denoting the singular shall include the plural and vice versa and words denoting gender shall include any gender;

e. A reference to any document shall be a reference to that document as amended, modified or updated from time to time and shall not be a reference to a breach of these Terms or that document; and

f. In the event of any inconsistency between the provisions of these Terms (including any document referred to therein), the provisions and documents shall prevail in the following order of priority:

i. Product Terms;

ii. Privacy Notice; and

iii. These Terms.

g. Unless the context requires otherwise, the following terms shall have the following meanings:

Access ID means your BidMax U account details, username, password, personal identification number, API key, API encryption key or any other code or form of authentication by which you access your BidMax U account or the BidMax U Services or send Instructions.

Account History means the written record (including electronic record) of your Transactions and your BidMax U Account.

API means Application Programming Interface.

Governing Law means all relevant or applicable statutes, laws (including common law rules), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgments, bye-laws, rulings, directives, announcements, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulator or other body or a self-regulatory body of which BidMax U is a member) applicable to the provision, receipt or use of the BidMax U Services or any other products or deliverables related to the BidMax U Services, these Terms or any Product Terms.

Collateral Digital Assets has the meaning set out in Clause 15.3.

BidMax U Account means any account (including BidMax U Business Account) or sub-account (including any BidMax U Sub-account) opened by BidMax U that records your use of the BidMax U Services.

BidMax U Affiliate means, in relation to Nest Services Limited, any other person that directly or indirectly controls, is controlled by or is under common control with Nest Services Limited.

In relation to BidMax U, BidMax U API means the API provided to you by a BidMax U Affiliate as a service or as a third-party application that relies on the API.

BidMax U Intellectual Property means the Creative Intellectual Property and all other Intellectual Property owned by BidMax U or licensed to BidMax U on a sublicensable basis as of the date of these Terms, and any other Intellectual Property owned, acquired by BidMax U or licensed to BidMax U on a sublicensable basis after the date of these Terms, and the Intellectual Property provided by you to BidMax U in the course of BidMax U providing the BidMax U Services to you.

BidMax U Services means the services provided to you by BidMax U through the Platform.

BidMax U Subaccount means a subaccount established under a BidMax U Primary Account.

Chat Service has the meaning set forth in Section 5.

Claim means any dispute, claim, disagreement or controversy between you and BidMax U (and/or any BidMax U Affiliate) arising out of, relating to or in any way connected with:

(a) these Terms or any Product Terms, including their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or consequences of their invalidity;

(b) the relationship between you as a User and BidMax U (and/or any BidMax U Affiliate) (whether such relationship is based on contract, tort, statute, fraud, misrepresentation or any other legal theory and whether or not a Claim is asserted during or after the termination of these Terms); or

(c) any non-contractual obligations arising out of or related to these Terms, any Product Terms or the relationship between you and BidMax U (and/or any BidMax U Affiliate).

Control means the power of one person to ensure that the affairs of another person are conducted in accordance with the wishes of the first person, including by:

(a) (in the case of a corporation) being the beneficial owner of more than fifty percent (50%) of the issued share capital or voting power of the corporation; or the power to appoint and remove a majority of the directors; or controlling the votes at meetings of the board of directors of the corporation by virtue of any power conferred by the constitution, shareholders agreement, majority of the board of directors or any other document governing the affairs of the corporation; or by any other means; or

(b) (in the case of a partnership) being the beneficial owner of more than fifty percent (50%) of the capital of the partnership; or controlling the composition of the management of the partnership or a majority of the voting power by virtue of any power conferred by the partnership agreement or any other document governing the affairs of the partnership; or by any other means.

BidMax U Business Account means a BidMax U account opened for a corporation, entity or other organization for the purpose of providing the BidMax U Services.

Created Intellectual Property means any Intellectual Property created by you under these Terms, including User Materials but excluding any other User Intellectual Property.

Digital Asset means a digital representation of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technology, including but not limited to cryptocurrencies, stablecoins, non-fungible tokens and tokenized derivatives of any other digital asset.

Dominant Digital Asset means a forked Digital Asset that is dominant over one or more other versions of a Digital Asset resulting from a fork determined in BidMax U’s sole discretion.

Email Account means the email account associated with your BidMax U account as agreed with BidMax U from time to time when you use the Platform in accordance with any process determined by BidMax U.

Fiat Currency means any national or supranational currency issued by a government or central bank, or other monetary obligations denominated in such currency that are not Digital Assets.

Force Majeure Event means:

a. Any fire, strike, riot, civil unrest, act of terrorism, war or industrial action;

b. Any natural disaster such as flood, tornado, earthquake and hurricane;

c. Any epidemic, epidemic or public health emergency of national or international concern;

d. Any act or regulation enacted by a government, supranational body or authority that BidMax U deems prevents BidMax U from providing the BidMax U Services on the Platform;

e. Suspension or closure of any BidMax U Affiliate;

f. Nationalization of any BidMax U Affiliate;

g. Government restrictions or unusual terms on any digital asset traded on the BidMax U Platform;

h. Excessive changes in the price, supply or demand of any digital asset;

i. Technical failures in transmission, communication or computer facilities, including power failures and electronic or equipment failures;

j. any supplier, intermediary broker, agent, primary custodian, sub-custodian, dealer, trading platform, staking platform, liquidity pool, bridge provider, issuer of collateralized digital assets, market maker, clearing house or regulator fails to perform its obligations to BidMax U;

k. Liquidity providers do not provide or are unable to provide liquidity to BidMax U;

l. any labor or industrial dispute, strike, industrial action or lockout (other than industrial action or lockout by BidMax U or a BidMax U affiliate); and/or

m. events that materially disrupt the digital asset market, which may include excessive changes in the price, supply or demand of digital assets, whether regulated or unregulated.

Forks refer to any planned, unplanned, sudden, prearranged, expected, unexpected, publicly advertised, unknown, consensual and/or controversial changes to the basic operating rules of certain digital assets that may occur from time to time, resulting in the creation of one or more related versions of an existing digital asset.

Forked digital assets refer to digital assets that result from forks.

Instructions means any instructions, requests or orders given by you or a Licensed User to BidMax U in connection with the operation of your BidMax U Account or instructions that BidMax U may require for the execution of any Transaction through such medium, in such form and manner.

Intellectual Property Rights means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration of any of the foregoing rights and the right to apply for registration of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

Local Terms means the terms governing your use of the BidMax U Services in any particular jurisdiction.

Losses have the meaning set out in clause 29.1.

Lỗi rõ ràng có nghĩa là bất kỳ lỗi, thiếu sót hoặc trích dẫn sai (cho dù là do BidMax U hay bất kỳ bên thứ ba nào) rõ ràng hoặc dễ dàng phát hiện, bao gồm cả trích dẫn sai do bất kỳ đại diện nào của BidMax U đưa ra khi xem xét các điều kiện thị trường hiện tại và giá quảng cáo hiện tại hoặc bất kỳ thông tin, nguồn hoặc

bất kỳ lỗi nào trong nguồn, cán bộ, kết quả chính thức hoặc cách phát âm.

Ứng dụng di động có nghĩa là bất kỳ ứng dụng di động nào do BidMax U hoặc bất kỳ Chi nhánh nào của BidMax U phát triển hoặc cung cấp cho phép bạn sử dụng hoặc truy cập Dịch vụ BidMax U.

Người dùng được phép có nghĩa là bất kỳ người nào được bạn chỉ định theo các Điều khoản này và được ủy quyền hành động thay mặt cho Người dùng đối với bất kỳ Tài khoản doanh nghiệp BidMax U nào và thông báo cho chúng tôi về tài khoản đó.

Nền tảng có nghĩa là nền tảng kỹ thuật số mà BidMax U hoặc bất kỳ Chi nhánh nào của BidMax U cung cấp Dịch vụ BidMax U cho bạn thông qua Trang web, Ứng dụng di động, API BidMax U hoặc các phương tiện khác do Chi nhánh BidMax U chỉ định theo thời gian.

Điều khoản sản phẩm có nghĩa là các điều khoản và điều kiện cụ thể của sản phẩm áp dụng cho việc sử dụng Dịch vụ BidMax U ngoài các Điều khoản này.

Cơ quan quản lý có nghĩa là bất kỳ chính quyền nước ngoài, trong nước, tiểu bang, liên bang, thành phố hoặc địa phương, cơ quan hành pháp, lập pháp, tư pháp, hành chính, giám sát hoặc quản lý, cơ quan, cơ quan bán chính phủ, tòa án, ủy ban, tổ chức chính phủ, tổ chức tự quản có cơ quan quản lý, tòa án, tòa án trọng tài hoặc hội đồng hoặc tổ chức siêu quốc gia, hoặc bất kỳ bộ phận hoặc cơ quan nào của cơ quan đó, bao gồm bất kỳ cơ quan thuế nào.

Người bị hạn chế có nghĩa là cá nhân hoặc pháp nhân: (a) được liệt kê trong bất kỳ lệnh cấm vận thương mại hoặc trừng phạt kinh tế nào, danh sách quan chức nước ngoài tham nhũng hoặc khủng bố (danh sách do các cơ quan chính phủ công bố, chẳng hạn như danh sách trừng phạt của Hội đồng Bảo an Liên hợp quốc, bao gồm Danh sách công dân được chỉ định đặc biệt do Văn phòng Kiểm soát tài sản nước ngoài (OFAC) thuộc Bộ Tài chính Hoa Kỳ quản lý, hoặc Danh sách cá nhân hoặc thực thể bị từ chối của Bộ Thương mại Hoa Kỳ, hoặc danh sách do Vương quốc Anh, Liên minh Châu Âu hoặc Canada công bố); hoặc (b) cư trú, thành lập hoặc hoạt động tại bất kỳ quốc gia nào được liệt kê trong Danh sách các quốc gia bị cấm.

Cảnh báo rủi ro có nghĩa là cảnh báo rủi ro chung được công bố trên Trang web chính thức.

Vi phạm an ninh có nghĩa là

a. Tài khoản BidMax U hoặc bất kỳ ID truy cập nào của bạn đã bị xâm phạm;

b. Mất mát, trộm cắp hoặc sử dụng trái phép bất kỳ ID truy cập nào của bạn hoặc truy cập và sử dụng tài khoản BidMax U hoặc Dịch vụ BidMax U của bạn thay mặt bạn mà không được bạn cho phép; hoặc

c. Bất kỳ sự cố bảo mật nào khác ảnh hưởng đến bạn và/hoặc BidMax U (bao gồm các cuộc tấn công an ninh mạng).

Trang web có nghĩa là trang web chính thức của BidMax U và bất kỳ trang web, trang, tính năng hoặc nội dung nào khác thuộc sở hữu hoặc được vận hành bởi BidMax U.

Tài sản kỹ thuật số được hỗ trợ có nghĩa là Tài sản kỹ thuật số mà bạn có thể sử dụng với Dịch vụ BidMax U.

Điều khoản có nghĩa là Điều khoản sử dụng này và bất kỳ tài liệu nào khác được đưa vào một cách rõ ràng bằng cách tham chiếu, bao gồm Điều khoản sản phẩm, tất cả đều có thể được sửa đổi hoặc bổ sung theo thời gian.

Nhãn hiệu có nghĩa là quyền sở hữu trí tuệ đối với nhãn hiệu, nhãn hiệu dịch vụ và logo được sử dụng và hiển thị trên hoặc thông qua Nền tảng, Trang web và/hoặc Dịch vụ BidMax U.

Giao dịch có nghĩa là việc bán, mua hoặc thực hiện bất kỳ loại giao dịch nào khác, hoặc thỏa thuận bán/mua hoặc thực hiện các giao dịch liên quan đến Tài sản kỹ thuật số, các sản phẩm phái sinh của chúng, các tài sản khác hoặc bất kỳ sản phẩm nào khác mà BidMax U cho phép Nền tảng thực hiện theo thời gian, và gửi hoặc rút Tài sản kỹ thuật số hoặc Tiền tệ Fiat vào hoặc từ Tài khoản BidMax U của bạn.

Quyền sở hữu trí tuệ của người dùng có nghĩa là Quyền sở hữu trí tuệ do bạn sở hữu hoặc được cấp phép cho bạn vào ngày có hiệu lực của các Điều khoản này và bất kỳ Quyền sở hữu trí tuệ nào khác do bạn sở hữu, mua lại hoặc được cấp phép sau ngày có hiệu lực của các Điều khoản này, không bao gồm Quyền sở hữu trí tuệ của BidMax U.

Tài liệu của người dùng có nghĩa là quyền sở hữu trí tuệ có trong bất kỳ bình luận, bài đăng, thông tin, dữ liệu và đánh giá nào mà bạn hoặc người dùng khác cung cấp cho BidMax U thông qua Trang web (thông qua trang "Liên hệ với U" của BidMax U hoặc cách khác), Nền tảng, việc sử dụng Dịch vụ BidMax U hoặc cách khác.