Digital Asset Markets
Welcome to IBITX!
YOU AGREE IBITX USER AGREEMENT

Welcome! Thanks for visiting IBITX, a digital asset exchange and custodian operated by and proprietary to IBITX Software Corp a New York State Corporation, supplying to a third party a software system for operating a digital asset exchange in partnership with New Financial Markets Limited New Zealand, a registered New Zealand Financial Services Provider on the platform website www.ibitx.com (d/b/a IBITX Exchange). By, visiting, accessing, or using IBITX, you are agreeing to enter into this user agreement (the “User Agreement”) by and between you and IBITX, and be legally bound by its terms and conditions, so please read them carefully. If any term or condition in this User Agreement is unacceptable to you, please do not visit, access, or use IBITX. Use of the words “we” or “our” in this User Agreement refers to IBITX and any or all of its affiliates.

Using Our Services

By visiting, accessing, or using IBITX, you have indicated that you are at least eighteen (18) years old, have the legal capacity to enter into this User Agreement by and between you and IBITX, and agree to be legally bound by the terms and conditions of this User Agreement in their entirety.

In order to use IBITX, you must first successfully provide the required identification information pursuant to our Bank Secrecy Act (“BSA”), Know Your Client (KYC) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “BSA/KYC/AML Program”).

Feel free to print and keep a copy of this User Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this User Agreement here on this page. Visiting, accessing, or using IBITX following any change to this User Agreement is considered to be your acceptance of any such changes. You should, therefore, read this User Agreement from time to time. If you do not agree to be legally bound by this User Agreement, you should not visit, access, or use IBITX.

Applicable Laws and Regulations

Your conduct on IBITX is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority, including, but not limited to:

·         Money Service Business (“MSB”) regulations under the Financial Crimes Enforcement Network (“FinCEN”);

·         State money transmission laws;

·         Applicable regulations and guidance set forth by FinCEN;

·         The US Bank Secrecy Act of 1970 (“BSA”);

·         The USA PATRIOT Act of 2001 (“Patriot Act”);

·         AML/CTF provisions as mandated by U.S. federal law and any other rules and regulations regarding AML/CTF;

·         Issuances from the Office of Foreign Assets Control (“OFAC”);

·         The New York Banking Law (the “NYBL”);

·         Regulations promulgated by the New York Department of Financial Services (“NYSDFS”) from time to time.

·         The National Futures Association (“NFA”);

·         The Financial Industry Regulatory Authority (“FINRA”); and

·         The Commodity Exchange Act (“CEA”).

You unequivocally acknowledge and agree that by visiting, accessing, or using IBITX in any capacity you acknowledge and agree to act in compliance with and be legally bound by this User Agreement as well as, but not limited to, the enumerated laws and regulations above (collectively, “Applicable Laws and Regulations”).

Digital Assets

As used herein, “Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin or ether, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value.

IBITX does not sell any Digital Assets, but rather provides an exchange whereby you may buy, sell, exchange or trade Digital Assets. All Digital Assets exchanged or traded by and between our users originate from the users themselves.

Your IBITX Account
Account Opening

Only individuals or institutions that have successfully completed our BSA/AML Program may open a IBITX account (“IBITX Account”). If you would like to provide access to your IBITX Account to another individual or institution, this individual or institution must register a user account (“User Account”) to your IBITX Account and successfully complete our BSA/AML Program. You agree that you will not allow any persons who have not successfully completed our BSA/AML Program to access or use your IBITX Account. Subject to our BSA/AML Program, (i) your spouse or domestic partner may create a User Account that will link to the same IBITX Account and (ii) a IBITX Account may be opened on behalf of an institution by a beneficial owner and/or designated representative of the said institution. By doing so, you warrant and agree that you are a beneficial owner and/or designated representative of the said institution. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our BSA/AML Program, or adding another person to your account, please contact info@IBITX.com.

Account Types

In order to access IBITX, you must register and open a IBITX Account. Each IBITX Account has the following subaccounts with the IBITX Financial Services Provider partner you have chose to work with:

·         One or more associated User Accounts;

·         A fiat currency account (“Fiat Account”) that reflects its fiat currency balance; and

·         A Digital Asset account (“Digital Asset Account”) that reflects its Digitals Asset balance. Each Digital Asset Account is subdivided into a depository account (“Depository Account) and a segregated custody account (“Segregated Custody Account”).

For information on custody, please talk to the Financial Services Provider you have chosen during sign-up.

Access to your IBITX Account is limited solely to the individuals who have successfully registered and opened an associated User Account. You agree that you will not grant any person access to your User Account, except as described herein, as granting access may violate Applicable Laws and Regulations.

Account Access

You are only permitted to access your IBITX Account using your User Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your User Account safe and secure. As a result, you are required to use at least two (2) forms of authentication when accessing your User Account and performing certain operations in your IBITX Account. Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through short message service (“SMS”) or a specified and supported two-factor authentication (“2FA”) application. If you choose to install and use a 2FA application on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you.

You agree that your User Account login credentials and other required forms of authentication, where applicable, have been chosen by you, when applicable. You, therefore, agree to keep your User Account login credentials and other required forms of authentication, including your API keys, confidential and separate from each other, as well as separate from any other information or documents relating to your IBITX Account and your User Account. You also agree to be solely responsible for maintaining the security of your User Account login credentials and other required forms of authentication, including your API keys. Unfortunately, we cannot be responsible for any unauthorized use of your User Account or your IBITX Account.

Account Communication

You understand and agree that all communication with you will be electronic. We will use the email address on record for your User Account as our primary means of communicating with you. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any communication to the email address on record is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to IBITX until you provide and confirm a new and valid email address.

Account History

Your transaction history (“Transaction History”) is always available on IBITX. Your Transaction History contains all of your trading activity, including pending transactions, as well as your Fiat Account and Digital Asset Account balances; however, please note that nothing in your Transaction History should be treated as a valuation.

We use commercially reasonable efforts to assure that the information contained in the notices we send you and your Transaction History is accurate and reliable; however, please understand that errors may sometimes occur and such errors do not impact the actual means and results of a given transaction.

Any transaction listed in your Transaction History or other communication including, but not limited to, receipts sent to your email on record shall be deemed and treated as authorized and correct, approved, and confirmed by you unless we receive written notice to the contrary within three (3) calendar days from the date the communication was sent.

Account Review and Acknowledgment

It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices. You also understand that for the purposes of review and acknowledgment, you agree to be deemed to have reviewed your Transaction History and all notices on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, it is your responsibility to contact info@IBITX.com and notify us immediately.

You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved, and confirmed by you unless we have received written notice to the contrary within three (3) calendar days from the date the communication was sent.

We retain the right to make changes or adjustments to your Fiat Account and/or Digital Asset Account as necessary and appropriate, and in our sole discretion, to comply with any Applicable Laws and Regulations or to ensure market integrity. Please see the ‘Erroneous Orders’ and ‘Erroneous Trades’ sections for more information.

Account Closure

You may close any of your accounts at any time. Closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this User Agreement, provide transfer instructions of where to transfer any fiat currency and/or Digital Assets remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of fiat currency or Digital Assets) associated with the closing of your account. In the event that the costs of closing of your account exceed the value in your account, you will be responsible for reimbursing us. You may not close any of your accounts to avoid paying any fees otherwise due or to avoid any examination related to our BSA/AML Program.

Account Suspension

You acknowledge and agree that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to IBITX, until a determination has been made, if we suspect, in our sole discretion, any such accounts to be in violation of:

·         Any provision of this User Agreement;

·         Any Applicable Laws or Regulations;

·         Our BSA/AML Program; or

·         Our Marketplace Conduct Rules.

You further acknowledge and agree that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to IBITX until a determination has been made, if:

·         We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;

·         The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding; or

·         The account has not been accessed in two (2) years or more.

If your account has been suspended, you will be notified when accessing IBITX. We may, in our sole discretion, send written notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

Account Investigations

You acknowledge and agree that we have the right to immediately investigate your account and any related account, if we suspect, in our sole discretion, any such accounts to be in violation of:

·         Any provision of this User Agreement;

·         Any Applicable Laws or Regulations;

·         Our BSA/AML Program; or

·         Our Marketplace Conduct Rules.

You further acknowledge and agree that we have the right to immediately investigate your account and any related account, if:

·         We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;

·         The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;

·         The account has not been accessed in two (2) years or more.

We may, in our sole discretion, send written notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.

If a suspected violation pertains to our Marketplace Conduct Rules, we will send written notice and you will have the right to submit, within fifteen (15) calendar days from the date of notification, a written statement to our Chief Compliance Officer (“CCO”) concerning why no disciplinary action should be taken.

You acknowledge and agree that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this User Agreement. You acknowledge and agree that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this User Agreement, nor refuse to comply with any request made pursuant to this User Agreement.

Following the conclusion of an investigation, our CCO will make, in his or her sole discretion, a determination based upon the weight of the evidence. If a suspected violation pertains to our Marketplace Conduct Rules, our CCO may consider a variety of factors in assessing whether your conduct violated our Marketplace Conduct Rules, including, but not limited to:

·         Whether your intent was to induce others to trade when they otherwise would not have;

·         Whether your intent was to affect a price rather than to change your position;

·         Whether your intent was to create misleading market conditions;

·         Market conditions in the impacted market(s) and related markets;

·         The effect on other market participants;

·         Your historical pattern of activity;

·         Your order entry and cancellation activity;

·         The size of your order(s) relative to market conditions at the time your order(s) was placed;

·         The size of your order(s) relative to your position and/or capitalization;

·         The number of orders;

·         Your ability to manage the risk associated with your order(s) if fully executed;

·         The duration for which your order(s) was exposed to the market;

·         The duration between, and frequency of, non-actionable messages;

·         The queue position or priority of your order in the order book;

·         The prices of preceding and succeeding bids, offers, and trades;

·         The change in the best offer price, best bid price, last sale price, or other price that results from the entry of your order; and

·         You acknowledge and agree that if your account or any related account is determined, in our sole discretion, to be in violation or to have been in violation of any provision of this (i) User Agreement, (ii) any Applicable Laws or Regulations, (iii) our BSA/AML Program, or (iv) our Marketplace Conduct Rules, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations.

Account Penalties

You acknowledge and agree that if your account or any related account is determined, in our sole discretion, to be in violation or to have been in violation of any of our Marketplace Conduct Rules and/or Applicable Laws and Regulations, we have the right to levy penalties on any such accounts, including, but not limited to, the disgorgement and required repayment of any trading fee discounts or rebates received by any such accounts. Specifically, your acceptance of any trading fee discounts or rebates paid to you by us is with the express understanding that we may, within one year of payment, clawback any such amounts by debiting your account or any related account if we, in our sole discretion, determine after a reasonable investigation that your account or any related account violated any Marketplace Conduct Rules and/or Applicable Laws and Regulations. We will deduct any such amounts from your Fiat Account and/or your Digital Asset Account by withdrawing sufficient Digital Assets calculated by using the prevailing market price, to fulfill the clawback. If you disagree with any determination made or penalty levied, you may bring an arbitration action pursuant to the ‘Dispute Resolution’ section of this User Agreement.

Account Termination

You acknowledge and agree that we have the right to terminate any account at any time and for any reason. You further acknowledge and agree that we have the right to take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations. If your account is terminated, we will return your funds, less any penalties levied pursuant to this User Agreement, if we are permitted to do so by law. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less applicable fees and penalties levied) to any bank account linked to your account, unless otherwise required by law. If there is a Digital Asset balance remaining in your account, you agree to provide us with a Digital Asset address within seven (7) calendar days upon receiving written notice, so that we can return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at the prevailing market price and return the proceeds (less applicable fees and penalties levied) to any bank account linked to your account.

Legal Process

You acknowledge and agree that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint venturers, employees and representatives (collectively, the “IBITX Service Providers”), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We and any IBITX Service Provider may, but are not required to, notify you of such process by electronic communication. We and any IBITX Service Provider may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we and any IBITX Service Provider may honor any legal process, regardless of the method or location of service.

Unclaimed Funds

If your account remains closed or dormant for a long enough period of time, we may be required, upon the passage of applicable time periods, to report any remaining funds in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to send you written notice. If you fail to respond to any such written notice within seven (7) business days, or as otherwise required by law, we may be required to deliver any such funds to New Zealand as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Law and Regulations.

BSA/AML Compliance

Our BSA/AML Program is guided by the BSA, specifically, the AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by New Zealand Law as a partner to a “Financial Service Provider” within New Zealand. We also comply with U.S. federal law, the Patriot Act, and all other rules and regulations regarding AML and CTF. These standards are designed to prevent the use of IBITX for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes.

Patriot Act Notification

Please also note that Section 326 of the USA PATRIOT ACT requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This federal requirement applies to all new users. This information is used to assist the United States government in the fight against the funding of terrorism and money-laundering activities.

What this means to you: when each person opens an account on IBITX, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

Background Checks

In furtherance of our BSA/AML Program, we reserve the right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorized to use IBITX, or at any point thereafter, in accordance with Applicable Laws and Regulations.

Source of Funds

You agree, represent, and warrant that all funds in your account, or funds exchanged or to be exchanged by you in the future on IBITX, are not the direct or indirect proceeds of any criminal or fraudulent activity.

You are not allowed to receive funds in your account from a sender other than yourself. Any funds you receive from a sender other than yourself will be considered unauthorized. We reserve the right to investigate the source of any funds in your account and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and Regulations and in our sole discretion, which may include, returning them to the destination of their origin or to a charity of our choosing.

Sanctions Programs

Pursuant to the economic sanctions programs administered in the countries where we conduct business, including, but not limited to, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block funds associated with your account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw funds from your account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

IBITX Exchange

We operate an exchange (“Exchange”) that facilitates the buying and selling of Digital Assets. You may use your User Account to place orders (each, an “Order”) to buy and/or sell Digital Assets. When our Exchange’s matching engines (each, a “Matching Engine”) match Orders, a trade (each, a “Trade”) occurs. Unmatched Orders rest on their order book (each, an “Order Book”). Each Trade (i) transfers ownership between Users, (ii) is recorded in our internal ledger (“Exchange Ledger”), and (iii) is reflected through automatic adjustments to each User’s Digital Asset Account or Fiat Account. All Exchange trading activity is “off-chain” and not broadcast to a given blockchain.

Market Data

Our Exchange’s Matching Engines generate data regarding bid prices, ask prices, Trade prices, final prices, and trading volume (collectively, “IBITX Market Data”). IBITX Market Data are publicly available via our website at IBITX.com

Order Types

For information on Order types, please see our Marketplace page here:

There is no margin trading, options trading, or shorting offered on IBITX at this time.

Order Placement

We are a full reserve matching engine with an escrow run by a licensed Financial Service Provider — you must deposit funds prior to placing an Order and you are not permitted to place an Order unless you have enough funds in your IBITX designated escrow Account to satisfy your Order (i.e., all Orders are pre-funded). When you place an Order, the full amount of funds required (including any fees) are placed on hold in your IBITX Account until your Order fills, expires, or is canceled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is canceled. You agree that it is your responsibility to cancel any Order (in whole or in part) that you do not want to be filled. You understand that you may not be able to cancel an Order prior to it filling (in whole or in part) and that we are not liable to you for the completion of an Order after you have submitted a cancellation request. Any Order that exceeds the amount of available funds in your IBITX Account will be rejected.

Prior to the submission of an Order, you are required to review the following information:

·         The amount of Digital Assets to be bought or sold;

·         The gross purchase price (purchase) or sale proceeds (sale) of your Order;

·         Any fees or other charges associated with your Order;

·         The net proceeds to be transferred into your Digital Asset or Fiat Account; and

·         A notification which warns you that once your Order has been placed it may not be cancelable or otherwise undone (you may choose to hide this notice going forward).

We do not guarantee that an Order you place will be filled. Orders you place during planned or unplanned downtime (“Downtime”) will be processed on a commercially reasonable efforts basis once we resume operations. We reserve the right to reject or cancel Orders made and/or pending during Downtime. Certain deposit or withdrawal requests for both Digital Assets and fiat currency may not be processed outside of normal banking hours.

Orders may be subject to, and we shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which we have no control, including, but not limited to, mechanical or electronic failure or market congestion.

We reserve the right to require all Orders to pass automated compliance checks. If your Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require our manual review and approval. We will use commercially reasonable efforts to review such Orders on a timely basis, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order, you can view your Order status on IBITX. We may cancel any Order flagged for review. Lastly, we may require you to confirm your Order via telephone or another form of authentication prior to execution.

PLEASE NOTE: In an effort to maintain an orderly market, we automatically cancel any Order, or remaining portion of any Order, if (i) any such Order has the potential to move the market price by more than twenty percent (20%) in either direction, as compared to the prior prevailing market price, or is otherwise clearly disruptive to an orderly market or erroneous.

Order Settlement

All Orders that are filled, executed, or matched (in whole or in part) (each, a “Trade”), settle immediately and are recorded on our Exchange Ledger.

Order Receipts

After your Order has been placed, we will send you an email confirming your Order (each, an “Order Receipt”), and an another email if your Order subsequently fills (in whole or in part) (each, a “Trade Receipt”).

Orders Receipts contain the following information:

·         The Order date, type, ID, amount, and pricing information if applicable;

·         A notification which states that you have three (3) calendar days to dispute your Order; and

·         Contact information (including a phone number) for IBITX should you have any questions, need to register a complaint, or claim that your Order was not authorized (subject to applicable limits described herein).

Trade Receipts contain the following information:

·         The Trade date, type, ID, amount, and pricing information;

·         All fees charged;

·         A notification which states that you have three (3) calendar days to dispute your Trade; and

·         Contact information (including a phone number) for IBITX should you have any questions, need to register a complaint, or claim that your Trade was not authorized (subject to applicable limits described herein).

IBITX maintains and retains records of your Transaction History for a period of no less than seven (7) years.

Your Orders and Trades shall be deemed and treated as authorized and correct as ratified and confirmed by you unless we receive written notice to the contrary within three (3) calendar days. It is your sole responsibility to review your Transaction History, Order Receipts, and Trade Receipts on a regular basis in order to meet the period set forth above.

Erroneous Orders

We reserve the right to cancel any Order, or remaining portion of any Order, if (i) any such Order has the potential to move the market price by more than twenty percent (20%) in either direction, as compared to the prior prevailing market price, or is otherwise clearly disruptive to an orderly market or erroneous (each, an “Erroneous Order”), (ii) there is any disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms, or other components of or integral to IBITX or a Digital Asset network (“Digital Asset Network”), or (iii) there is any other significant business disruption to IBITX or a Digital Asset Network, whereby the nullification of any Order or Orders may be necessary for the maintenance of a fair and orderly market and/or the protection of you and/or the public interest. If any such disruptions or malfunctions occur, our Chief Executive Officer, President, Chief Operating Officer, and Chief Compliance Officer (collectively, the “Market Data Committee”) will review any Orders from such period and may declare them null and void. Absent extraordinary circumstances, any such action decided upon by the Market Data Committee pursuant to this paragraph will be taken within three (3) business days of the detection of any Erroneous Order, disruption, or malfunction. If you are involved in any such event, we will notify you as soon as practicable.

Erroneous Trades

We reserve the right to reverse any Trade, or portion of any Trade, if (i) any such Trade moves the market price move by more than twenty percent (20%) in either direction, as compared to the prior prevailing market price, or is otherwise clearly disruptive to an orderly market or erroneous (each, an “Erroneous Trade”), (ii) there is any disruption or malfunction in the operation of any electronic communications, trading facilities, storage facilities, recording mechanisms, or other components of or integral to IBITX or a Digital Asset Network, or (iii) there is any other significant business disruption to IBITX or a Digital Asset Network, whereby the nullification of any Trade or Trades may be necessary for the maintenance of a fair and orderly market and/or the protection of you and/or the public interest. If any such disruptions or malfunctions occur, the Market Data Committee will review any Trades from such period and may declare them null and void. Absent extraordinary circumstances, any such action decided upon by the Market Data Committee pursuant to this paragraph will be taken within three (3) business days of the detection of any Erroneous Trade, disruption, or malfunction. If you are involved in any such event, we will notify you as soon as practicable.

Market Disruptions

In the event of a market disruption, you acknowledge and agree that we may do one or more of the following: (i) suspend access to IBITX; or (ii) prevent you from completing any actions via IBITX. We will not be liable for any losses suffered by you resulting from such actions. Following such an event, when services resume, you acknowledge that the prevailing market prices may differ significantly from the prices prior to such event.

Marketplace

For information on the IBITX marketplace please visit the Prices section of the website, or solutions for a description.

Marketplace Fee Schedule

For information on IBITX’s current trading fee schedule (“Fee Schedule”), please see our Fee Schedule page.

Your acceptance of this User Agreement is considered to be your acceptance of our Fee Schedule. We reserve the right to change, modify, or increase our Fee Schedule at any time. Any change to our Fee Schedule will be posted for at least three (3) calendar days before it takes effect and no change will be in effect for less than thirty (30) calendar days. You agree that by visiting, accessing, or using IBITX following any change to our Fee Schedule, you are agreeing to our new Fee Schedule.

You agree to pay all fees associated with or incurred by your use of IBITX.

Marketplace Conduct Rules

You agree to abide by and acknowledge that we enforce the following marketplace standards of conduct rules (“Marketplace Conduct Rules”) designed to prevent the use of IBITX for disruptive or manipulative conduct or deceptive practices, including, but not limited to, disruptive trading and price manipulation. We take our Marketplace Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on IBITX:

Fraudulent Acts

Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order or Trade on or other activity related to IBITX.

Fictitious Transactions

Neither you nor any related party shall create or execute fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature.

Market Manipulation

Any disruptive trading in or manipulation of the IBITX marketplace whatsoever is prohibited. Orders placed on IBITX for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such Order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order, you and any related party will be deemed to have engaged in an act detrimental to IBITX.

Violation of Applicable Laws and Regulations

Neither you nor any related party shall engage in conduct that is in violation of any Applicable Laws and Regulations, including, but not limited to, the Commodity Exchange Act.

Misstatements

It is a violation of this User Agreement to make any misstatement of a material fact to IBITX, its board of managers, any committee thereof, or any director, officer, manager, or employee of IBITX.

Disrepute Upon You or IBITX

Neither you nor any related party may access IBITX in any way which could be expected to bring disrepute upon you or IBITX.

Acts Detrimental to IBITX

It is a violation of this User Agreement to engage in any act detrimental to IBITX, including any conduct that is inconsistent with the ‘General Standards of Business Conduct’ promulgated by FINRA and the NFA that govern just and equitable principles of trade. Abusive practices, including without limitation, disruptive, fraudulent, noncompetitive, or unfair actions are strictly prohibited.

Non Supervision

You shall be responsible for establishing, maintaining, and administering reasonable, written supervisory procedures to ensure that you and any related parties comply with all Applicable Laws and Regulations. You may be held accountable for the actions of a related party. In addition, you shall be responsible for supervising related parties and may be held accountable for the actions of such related parties.

Disclosing Orders

Neither you nor any related party shall disclose to any person, including, but not limited to, another market participant, any Order placed by you or any related party or any Order placed by another person, including, but not limited to, another market participant.

Pre-Arranged Trades

Neither you nor any related party shall place any Order on IBITX which has been pre-arranged (or discussed with another market participant prior to being placed on IBITX) for the purpose of creating an artificial price, fictitious Trade, or other disruptive, fraudulent, noncompetitive, or unfair impact on the IBITX marketplace.

Simultaneous Buy and Sell Orders

Neither you nor any related party shall place simultaneous buy and sell Orders that could potentially execute against each other, and it is a violation of this User Agreement to use the IBITX self-match prevention tool in a way that has the effect of misleading the market.

Wash Trades

Neither you nor any related party, through one or more accounts, shall place or accept buy and sell Orders at the same price, where you or any related party knows or reasonably should know that the purpose of the Orders is to avoid taking a bona fide market position exposed to market risk (transactions commonly known or referred to as wash Trades). Buy and sell Orders from different accounts with common beneficial ownership and/or affiliation that are placed with the intent to (i) negate market risk or price competition or (ii) achieve a favorable Fee Schedule and the resulting benefits, shall also be deemed to violate our prohibition on wash Trades. Additionally, neither you nor any related party shall knowingly execute or accommodate the execution of such Orders by direct or indirect means.

Money Passes

Neither you nor any related party shall prearrange the execution of transactions on IBITX for the purpose of passing money between accounts. All transactions executed on IBITX must be made in good faith for the purpose of executing bona fide transactions, and prearranged Trades intended to effectuate a transfer of funds from one account to another are strictly prohibited.

Accommodation Trading

Neither you nor any related party shall enter into non-competitive transactions on IBITX for the purpose of assisting another person to engage in transactions that are in violation of our Marketplace Conduct Rules or any Applicable Laws and Regulations.

Front-Running

Neither you nor any related party shall take a position based upon non-public information regarding an impending transaction by another User.

Disruptive Practices

Neither you nor any related party shall engage in any trading, practice, or conduct on IBITX that:

·         Demonstrates intentional or reckless disregard for the orderly execution of transactions; or

·         Is, is of the character of, or is commonly known as “spoofing” (bidding or offering with the intent to cancel the bid or offer before execution).

All Orders must be placed for the purpose of executing bona fide transactions. Additionally, all non-actionable messages must be placed in good faith for legitimate purposes.

·         You shall not place or cause to be placed an Order with the intent, at the time of entry, to cancel the Order before execution or to modify the Order to avoid execution;

·         You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to mislead other market participants;

·         You shall not place or cause to be placed an actionable or non-actionable message or messages with the intent to overload, delay, or disrupt the systems of IBITX or other market participants; and

·         You shall not place or cause to be placed an actionable or non-actionable message with the intent to disrupt, or with reckless disregard for the adverse impact on the orderly conduct of trading or the fair execution of transactions.

Intimidation/Coordination

Neither you nor any related party shall:

·         Coordinate prices (including quotations), Trades, or trade reports with any other market participant or any other person;

·         Direct or request another market participant to alter a price (including a quotation); or

·         Engage, directly or indirectly, in any conduct that threatens, harasses, coerces, intimidates, or otherwise attempts improperly to influence another market participant or any other person.

This includes, but is not limited to, any attempt to influence a market participant or person to adjust or maintain a price or quotation on IBITX or any related market, or any refusal to trade or any other conduct that retaliates against or discourages the competitive activities of another market participant or person.

Nothing in this Marketplace Conduct Rule with respect to the coordination of quotes or Trades shall be deemed to limit, constrain, or otherwise inhibit the freedom of a you or any related party to unilaterally: (i) set your own bid or ask on any Order Book, (i) set the price at which you are willing to buy or sell, and (iii) set the quantity that you are willing to buy or sell, provided that such conduct is otherwise in compliance with all Applicable Laws and Regulations.

These provisions apply to the entire IBITX marketplace at all times.

Custody

Our Exchange Ledger tracks the balance and ownership of fiat currency and Digital Assets of each IBITX Account. Account balance entries on our Exchange Ledger are not publicly disclosed.

Your Digital Assets

Our Financial Services Provider partner is a fiduciary under New Zealand regulations and a custodian that is licensed to custody your Digital Assets and FIAT currency in trust on your behalf. IBITX partner custodies your Digital Assets in either a Depository Account or a Segregated Custody Account controlled and secured by the licensed Financial Services Provider; the balances of which are reflected in the Digital Asset Account of your IBITX Account. Digital Assets custodied in a Depository Account are pooled in one or more of our Digital Asset wallets. Digital Assets custodied in a Segregated Custody Account are segregated and never commingled with other Digital Assets and are custodied pursuant to a custody agreement executed by and between you and IBITX. For more information on opening a Segregated Custody Account, please contact info@IBITX.com.  

Digital Assets custodied on your behalf and reflected in the Digital Asset Account of your IBITX Account are not treated as general assets of IBITX or its Financial Services Provider partner.

Your Fiat Currency

We are a fiduciary New Zealand regulations and hold your fiat currency for your benefit in one or more omnibus bank accounts (“Omnibus Accounts”) at depository institutions with which we have agreements (each, a “Bank”). Each Omnibus Account is: (i) legally distinct from our transaction and business accounts; (ii) established specifically for your benefit; and (iii) recorded on our Exchange Ledger. Cash balances held for your benefit and reflected in the Fiat Account of your IBITX Account are not treated as general assets of IBITX. We maintain each Omnibus Account at Banks located in the United States with the intention that the U.S. dollars in such accounts are eligible for Federal Deposit Insurance Corporation (“FDIC”) “pass-through” deposit insurance, subject to the Standard Maximum Deposit Insurance Amount per FDIC regulations and other applicable limitations. Please note: Non U.S. dollars held for your benefit, as well as fiat currency held for your benefit in one or more Omnibus Accounts at Banks located outside of the United States, may not be subject to or eligible for deposit insurance protection.

Notice for U.K. Users: U.S. dollars in your Fiat Account are held for your benefit in one or more Omnibus Accounts at one or more Banks. As your funds are held by a New Zealand FSP, you are not entitled to refer any complaint to the UK Financial Ombudsman Service (“FOS”), though you may be entitled to refer your complaint to the New Zealand authorities.

You should note the following information about each of our Omnibus Accounts:

·         In accepting your fiat currency, our partners are performing as a fiduciary;

·         We do not have a reversionary interest in any of our Omnibus Accounts;

·         None of our Omnibus Accounts are interest-bearing accounts;

·         Your interests in our Omnibus Accounts are readily ascertainable and limited to the specific amount of fiat currency in the Fiat Account of your IBITX Account;

·         We impose no limitations or controls on the fiat currency in our Omnibus Accounts; you direct the movement of fiat currency in the Fiat Account of your IBITX Account into and out of our Omnibus Accounts by providing direction to us through IBITX as specified above; and

·         Our Omnibus Accounts are comprised of fiat currency belonging to you and others.

In connection with our commercially reasonable business practices, we keep appropriate books and records to ensure that (i) all fiat currency held for your benefit in our Omnibus Accounts is accurately reflected and that (ii) movements of fiat currency initiated and authorized by you are appropriately ledgered and documented on a “real time” basis in our records during normal operations.

Certain circumstances may require us to transfer fiat currency between two (2) or more of our Omnibus Accounts or terminate our relationship with one of our Banks. Movements of fiat currency between Omnibus Accounts are recorded in detail and will not affect the available balance in the Fiat Account of your IBITX Account or jeopardize the availability of FDIC insurance, subject to applicable limitations.

Funding and Withdrawals
Fiat Currency Deposits

We do not accept fiat currency deposits from third parties for your benefit. Fiat currency deposits are only accepted from bank accounts that have successfully completed our BSA/AML Program and been linked to a IBITX Account (each, a “User Bank Account”).

In certain situations, fiat currency deposits may be delayed by up to five (5) business days in connection with planned or unplanned maintenance or Downtime.

ACH Deposit

We accept Automated Clearing House (“ACH”) deposits from User Bank Accounts. ACH deposits are made available for trading immediately, however, these funds, or any Digital Assets purchased with them, will be withheld from withdrawal until they are considered settled (typically within 4-5 business days). Once your ACH deposit is considered settled, you will be able to withdraw these funds and any Digital Assets purchased with them.

Fiat Currency Withdrawals

Fiat currency withdrawals are only permitted to User Bank Accounts. Your initiation of a fiat currency withdrawal using your User Account login credentials and other required forms of authentication, when applicable, will be deemed to be your authorization for IBITX to execute any such withdrawal.

In certain situations, fiat currency withdrawals may be delayed by up to five (5) business days in connection with planned or unplanned maintenance or Downtime.

Transfer Fee Schedule

IBITX’s current transfer fee schedule (“Transfer Fee Schedule”).

Any change to our Transfer Fee Schedule, will be posted no fewer than three (3) calendar days before changes are to take effect and no changes will be in effect for fewer than thirty (30) calendar days. The Transfer Fee Schedule is hereby incorporated by reference and your acceptance of the terms of this User Agreement is considered to be your acceptance of our Transfer Fee Schedule.

Digital Asset market

By using IBITX, you acknowledge and agree that we are not responsible for the operation of and the underlying protocols related to Digital Asset markets and that we make no guarantee of a Digital Asset market’s functionality, security, or availability.

Forks

By using IBITX, you acknowledge and agree that the underlying protocols of a Digital Asset Network are subject to sudden changes in operating rules and that such changes may materially affect the value and/or function of your Digital Assets. As used herein, a “Fork,” with respect to a Digital Asset Network, means (i) that a Digital Asset Network has been changed in a way that makes it incompatible with the unchanged version of the Digital Asset Network, (ii) a material population of miners and/or users of the Digital Asset Network accept the changes, and (iii) that the two resulting Digital Asset Networks have not been merged together in a timely manner. A Fork of a Digital Asset Network may create two separate Digital Asset Networks (each, a “Forked Network”), and may result in us holding an identical amount of Digital Assets associated with each Forked Network. Should a Fork occur:

·         We retain the right, in our sole discretion, to determine whether or not to support (or cease supporting) either Forked Network entirely;

·         In connection with determining to support a Forked Network, we, in our sole discretion, may suspend operations, in whole or in part (with or without advance notice), for however long we deem necessary, in order to take the necessary steps, as determined in our sole discretion, to perform our obligations in this User Agreement with respect to supporting a Forked Network;

·         You agree that you shall have no right, claim, or another privilege (including the ability to transfer) to the Digital Asset of a Forked Network unless we determine, in our sole discretion, to support such Forked Network;

·         You agree that you shall have no right or claim against us related to value represented by any change in the value of any Digital Asset (whether on a Forked Network or otherwise), including with respect to any period of time during which we exercise our rights described in the subsections above;

·         We will use commercially reasonable efforts to timely select, in our sole discretion, at least one (1) of the Forked Networks to support and will identify our selection in a notice;

·         With respect to a Forked Network that we choose not to support, we may, in our sole discretion, elect to (i) abandon or otherwise not pursue obtaining the Digital Assets from that Forked Network, (ii) pursue and retain the Digital Assets from that Forked Network as our property, or (iii) deliver the Digital Assets from that Forked Network to you within a time period as determined by us in our sole discretion, together with any credentials, keys, or other information sufficient to gain control over such Digital Assets (subject to the withholding and retention by us of any amount reasonably necessary, as determined in our sole discretion, to fairly compensate us for the efforts expended to obtain and deliver such Digital Assets to you); and

·         Subject to our obligations in subsections above, you acknowledge and agree that we assume absolutely no responsibility whatsoever with respect to any Forked Network and related Digital Assets that we choose not to support.

DIGITAL ASSET VALUES CAN FLUCTUATE SUBSTANTIALLY WHICH MAY RESULT IN A TOTAL LOSS OF THE VALUE OF DIGITAL ASSETS HELD BY IBITX ON YOUR BEHALF. THE SUPPLY OF DIGITAL ASSETS AVAILABLE TO IBITX TO PROVIDE TO YOU AS A RESULT OF A FORKED NETWORK AND IBITX’S ABILITY TO DELIVER DIGITAL ASSETS RESULTING FROM A FORKED NETWORK MAY DEPEND ON THIRD PARTY PROVIDERS THAT ARE OUTSIDE OF IBITX’S CONTROL. IBITX DOES NOT OWN OR CONTROL ANY OF THE PROTOCOLS THAT ARE USED IN CONNECTION WITH DIGITAL ASSETS AND THEIR RELATED DIGITAL ASSET NETWORKS, INCLUDING THOSE RESULTING FROM A FORKED NETWORK. ACCORDINGLY, IBITX DISCLAIMS ALL LIABILITY RELATING TO SUCH PROTOCOLS AND ANY CHANGE IN THE VALUE OF ANY DIGITAL ASSETS (WHETHER ON A FORKED NETWORK OR OTHERWISE), AND MAKES NO GUARANTEES REGARDING THE SECURITY, FUNCTIONALITY, OR AVAILABILITY OF SUCH PROTOCOLS OR DIGITAL ASSET NETWORKS. YOU ACCEPT ALL RISKS ASSOCIATED WITH THE USE OF OUR SERVICES TO CONDUCT TRANSACTIONS, INCLUDING, BUT NOT LIMITED TO, IN CONNECTION WITH THE FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS.

Unsolicited Transfers

In the event that a third party, identified or unidentified, and without being directed or approved to do so by us, transfers, sends, contributes, or donates Digital Assets (collectively, “Unsolicited Digital Assets”) to a Digital Asset address associated with a IBITX Account (each, an “Unsolicited Transfer”), we will account for the Unsolicited Digital Assets on our Exchange Ledger as property of the receiving user if sent to a Digital Asset address of the user’s Depository Account, and alternatively as property solely belonging to us if sent to a Digital Address of a Segregated Custody Account or any other Digital Asset address controlled by IBITX. Unsolicited Digital Assets sent to Segregated Custody Accounts will be periodically swept into Digital Asset addresses controlled and owned by IBITX. Unsolicited Transfers do not create a customer relationship between the sender and us and do not subject us to any obligations as it relates to the sender.

Return of Unsolicited Transfers

In the event that we receive Unsolicited Digital Assets, we shall act in accordance with return requests for such Unsolicited Digital Assets only in cases where: (i) the sender has made a claim within thirty (30) calendar days of sending such Unsolicited Digital Assets; (ii) the identity of the sender can be authenticated and verified to our satisfaction and in our sole discretion; (iii) the Unsolicited Transfer can be demonstrated, to our satisfaction and in our sole discretion, to have been made unintentionally; and (iv) the claimant (i.e., sender) can demonstrate to our satisfaction and in our sole discretion that he or she has control of the Digital Asset address from which the Unsolicited Transfer originated. We have no obligation to return Digital Assets that are not officially supported by IBITX, especially in cases where the return of such Digital Assets would require additional administrative and/or technical work. Unsolicited Transfers do not create a customer relationship between the sender and us and do not subject us to any obligations as it relates to the sender.

Airdrops

In the event that a Digital Asset Network attempts to or does contribute (sometimes called “airdropping” or “bootstrapping”) its Digital Assets (collectively, “Airdropped Digital Assets”) to holders of Digital Assets on an existing Digital Asset Network, we may, in our sole discretion, elect to: (i) abandon or otherwise not pursue obtaining the Airdropped Digital Assets from that Digital Asset Network; (ii) pursue and retain the Airdropped Digital Assets from that Digital Asset Network as property belonging solely to us; (iii) deliver the Airdropped Digital Assets from that Digital Asset Network to Users within a time period as determined by us in our sole discretion, together with any credentials, keys, or other information sufficient to gain control over such Airdropped Digital Assets (subject to the withholding and retention by us of any amount reasonably necessary, as determined in our sole discretion, to fairly compensate us for the efforts expended to obtain and deliver such Airdropped Digital Assets to you); or (iv) support the Airdropped Digital Asset for trading and/or custody on IBITX. Airdropped Digital Assets do not create a customer relationship between the sender and/or Digital Asset Network and us and do not subject us to any obligations as it relates to the sender and/or Digital Asset Network.

Privacy of Information

You agree that the information contained in your User Account and IBITX Account is only for you and that you will not cause others to rely upon it (other than your tax advisor or attorney, or as otherwise prescribed by law) without our prior written consent.

In addition, you acknowledge and agree that we share information concerning you and your accounts as follows: (i) with our Banks and other financial institutions that we use or may use to process funds in connection with the services contemplated by this User Agreement to the extent necessary to conduct ordinary banking and other business operations; (ii) with appropriate state and federal regulatory authorities, and self-regulatory organizations, solely in compliance with our obligations to them; and (iii) in response to a court or government order. We may also disclose information about you and your accounts to any IBITX Service Provider in accordance with Applicable Laws and Regulations, our Privacy Policy, and customary banking practices. Lastly, you agree that we may obtain and use such information as may be necessary for legitimate business needs in connection with the operation of IBITX. For more information on what information we collect and how we treat it, please see our Privacy Policy here:

Cookies

When you access IBITX, we may make use of the standard practice of placing tiny data files called cookies, flash cookies, pixel tags, or other tracking tools (herein, “Cookies”) on your computer or other devices used to visit IBITX. Cookies are small bits of information that are automatically stored on the web browser of your device that can be retrieved by us. The type of information we collect includes, but is not limited to, uniquely identifying visitor information and information related to your usage preferences. We use these technologies to help us recognize you as a user, collect information about your use of IBITX to better customize our services and content for you, and collect information about your computer or other access devices to (i) ensure compliance with our BSA/AML Program and (ii) ensure that your account security has not been compromised by detecting irregular or suspicious account activities. By using IBITX, you acknowledge and agree that we may collect and/or transmit any data collected to any IBITX Service Provider, such as analytics providers, which may also make use of such technologies described above. Please note that if you block or delete cookies you will not be able to use some or all of IBITX. If you do not consent to the placing of Cookies on your device, please do not visit, access, or use IBITX.

Recording and Recordkeeping

You acknowledge and agree that for our mutual protection we may electronically record any telephone conversation we have with you. You also acknowledge and agree that we maintain and retain records of all information, activity, and communications relating to your User Account, IBITX Account, and use of IBITX.

General Use
Code of Conduct

We work hard to make IBITX safe, secure, and compliant. To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behavior that is disrespectful. This type of behavior is a direct violation of our Code of Conduct and this User Agreement. If you engage in this type of behavior, we will politely ask you to stop. If you continue to engage in this type of behavior, we will terminate your account.

Proprietary Rights and Limitations on Use

IBITX is our proprietary platform. IBITX is protected by copyright and other intellectual property laws. Except as set forth in our API agreement (“API Agreement”), you acknowledge and agree not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store IBITX source code or similar proprietary or confidential data or other similar information provided via IBITX, without our express prior written consent. You may not use IBITX for any unlawful purpose.

IBITX and the IBITX logo (whether registered or unregistered) (the “IBITX Marks”) are proprietary marks licensed to IBITX and protected by applicable trademark laws. Nothing contained in this User Agreement should be construed as granting any license to or right to use any of the IBITX Marks displayed here without our express written consent. Any unauthorized use of the IBITX Marks is strictly prohibited.

Also, you may not use any of the IBITX Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Digital Assets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to IBITX or any portion thereof, without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.

Service Modifications and Interruptions

We may modify any or all of IBITX without notice. Part of or all of IBITX may periodically be unavailable during planned or unplanned Downtime. You acknowledge and agree that IBITX is not liable or responsible to you for any inconvenience or damage to you as a result of such Downtime.

Risks

Please note the following risks in accessing or using IBITX:

·         The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;

·         The price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;

·         Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets;

·         In your jurisdiction, IBITX may not be regulated as a financial institution;

·         Deposits into your Digital Asset Account and your Fiat Account may not be considered deposits under the applicable laws, rules, or regulations in your jurisdiction;

·         Fiat currency in the Fiat Account of your IBITX Account may not be subject to applicable deposit insurance protection;

·         Digital Assets in the Digital Asset Account of your IBITX Account are not subject to deposit insurance protection, including, but not limited to, FDIC insurance or Securities Investor Protection Corporation protections;

·         Digital Assets are not legal tender and are not backed by the government;

·         Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;

·         Some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;

·         The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear;

·         The nature of Digital Assets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by IBITX may prevent the access to or use of your Digital Assets; and

·         Any bond or trust account maintained by IBITX for the benefit of our Users may not be sufficient to cover all losses due to theft or fraud incurred by Users.

You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that IBITX does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You acknowledge and agree that you access and use IBITX at your own risk; however, this brief statement does not disclose all of the risks associated with Digital Assets and using IBITX. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your IBITX Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

Third-Party Websites

IBITX may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You acknowledge and agree that IBITX has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. IBITX is providing these links to you only as a convenience.

Third-Party Service Providers

You acknowledge and agree that IBITX may also use third parties to gather data from one or more of your financial institutions. By using IBITX, you acknowledge and agree to grant such third-party providers, including New Financial Markets Limited, the right, power, and authority to access and transmit your personal and financial information from the relevant financial institutions to IBITX in accordance with and pursuant to the terms of such third party’s terms and conditions, privacy policy, or other policies.

Third-Party Information Accuracy and Usage

An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and/or miners of Digital Assets. The third-party information we may provide through IBITX has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it to any other person or entity without our written consent or the consent of the Information Provider, if required.

Tax Advice and Information

You acknowledge and agree that IBITX does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using IBITX or implementing any financial plan. We will, however, provide you with any necessary information required of you by the Internal Revenue Service or any other applicable governmental agency if you have executed at least one Trade on IBITX. Please contact info@IBITX.com if you have any questions.

Non Solicitation

You acknowledge and agree that all Orders received through and by IBITX are considered unsolicited, which means that you have not received any investment advice from us or any IBITX Service Provider in connection with any Orders you place, including those you place via our API, and that we do not conduct a suitability review of any Orders you place, including those you place via our API. You also acknowledge and agree that you have not and do not expect to receive any investment advice from us nor any of our affiliates in connection with your Orders. In addition, you acknowledge and agree that your review of our blog and/or FAQ does not constitute any solicitation or investment advice.

Investment Advice

You acknowledge and agree that all investment decisions are made solely by you. Notwithstanding anything in this User Agreement, you acknowledge and agree that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You acknowledge and agree that under no circumstances will the operation of IBITX and your use of IBITX be deemed to create a relationship that includes the provision of or tendering of investment advice.

Sophisticated Investing

You acknowledge and agree that by using IBITX and placing Orders, you have sufficient knowledge to place such Orders. You are responsible for making sure that any Orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of its normal range of activities.

You acknowledge and agree that the information and services provided by IBITX are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to any Applicable Laws and Regulations, the rules or regulations of any governmental authority or regulatory organization, or where IBITX is not authorized to provide such information or services. IBITX may not be available in all jurisdictions.

Accessing IBITX

You acknowledge and agree that you are not allowed to enter any restricted area of any computer or network of IBITX or any IBITX Service Provider under any circumstances, or perform any functions that are not authorized by this User Agreement. You should never access IBITX from an unsecured or public computer and/or network.

We may suspend and/or terminate your access to IBITX without notice, if:

·         We believe that you or anyone associated with or related to your IBITX Account is attempting to gain unauthorized access;

·         We are instructed to do so by an authorized signatory of your IBITX Account;

·         We believe that you are using IBITX, your User Account login credentials, or other account information in an unauthorized or inappropriate manner; or

·         There is unusual activity in or relating to your User Account, your IBITX Account, or any other related account.

Notwithstanding the above, you are responsible for monitoring your User Account and IBITX Account. If you notice any unauthorized or suspicious activity in your account, please contact info@IBITX.com immediately.

Press Guidelines

We encourage and hereby authorize press and media to refer to IBITX, provided that any reference is accompanied by:

·         Attribution to IBITX, and

·         A hyperlink to IBITX.com, when possible.

For all press and media inquiries, please contact info@IBITX.com.

Prohibited Use
Export Controls

The services we provide are subject to United States and international export controls and economic sanctions requirements. By purchasing Digital Assets on IBITX, you represent and warrant that your acquisition and use of any such Digital Assets comports with those requirements. Without limiting the foregoing, you may not purchase Digital Assets on IBITX or use any of our services that we provide if: (i) you are in, under the control of, or a national or resident of any country subject to United States embargo, United Nations sanctions, HM Treasury’s financial sanctions regime (each, a “Prohibited Jurisdiction”), or if you are on the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime (each, a “Governmental Watchlist”); or (ii) you intend to sell any Digital Assets purchased on IBITX or offer any services that we provide on IBITX to any country, national, or resident of a Prohibited Jurisdiction or to any person on a Governmental Watchlist.

Gambling Policy

It is generally illegal in the United States – without a government-issued license – to require a person to pay money, give something of value, or expend significant effort (in legal terms, “consideration”) to enter or participate in an activity or promotion in which he or she may win a prize if there is a significant degree of chance involved (e.g., a random drawing to determine winners) (“Illegal Gambling”).

As such, we have a Gambling Policy that prohibits the use of IBITX for storing, sending, or receiving wagers or proceeds of Illegal Gambling. Proceeds derived from trading contracts for differences and spread bets on licensed and regulated platforms do not constitute Illegal Gambling or a violation of our Gambling Policy. We employ a number of methods to detect violations of our Gambling Policy.

You acknowledge and agree that we have the right to immediately (i) suspend your account and any related account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to IBITX, if we suspect, in our sole discretion, any such accounts to be in violation of our Gambling Policy, which is a direct violation of this User Agreement.

You acknowledge and agree that if your account or any related account is determined, in our sole discretion, to be in violation or to have been in violation of any provision of our Gambling Policy, which is a direct violation of this User Agreement, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations.

General Provisions

You acknowledge and agree to be legally bound by the terms and conditions set forth in this User Agreement and that this User Agreement governs your use of IBITX and the services we provide. By clicking “I AGREE,” during the account opening process, you acknowledge and agree to be legally bound by the terms and conditions of this User Agreement and acknowledge and agree that you have received the disclosures set forth herein. If you do not agree to be legally bound by the terms and conditions of this User Agreement, do not click “I AGREE” and please do not visit, access, or use IBITX in any capacity or manner. Whether or not you click “I AGREE,” if you visit, access, or use IBITX in any capacity or manner, you agree, by virtue of any such action, to be legally bound by the terms and conditions of this User Agreement in its entirety.

Disclaimer of Warranties and Liability

For the avoidance of doubt, neither we nor any IBITX Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use IBITX and the services we provide, including, but not limited to, the ability to purchase, sell, or store Digital Assets or fiat currency. In addition, neither we nor any IBITX Service Provider recommend, or endorse that you purchase or sell Digital Assets, including bitcoin, ether, or any other asset, or that you make any investment. Before engaging in any trading or investment activity, you should always consult a qualified professional.

THE SERVICES WE AND IBITX SERVICE PROVIDERS PROVIDE ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NEITHER WE NOR ANY IBITX SERVICE PROVIDER REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF IBITX OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. IN NO EVENT SHALL WE OR ANY IBITX SERVICE PROVIDER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF IBITX OR ANY SERVICES PROVIDED BY US OR ANY IBITX SERVICE PROVIDER, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF ANY IBITX SERVICE PROVIDER OR CONTINGENCIES BEYOND OUR OR ANY IBITX SERVICE PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING IBITX, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL WE OR ANY IBITX SERVICE PROVIDER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF IBITX, THE SERVICES THEREON OR THE INFORMATION THEREIN.

IN NO EVENT SHALL WE OR ANY IBITX SERVICE PROVIDER BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND EVEN IF WE AND/OR ANY IBITX SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY IBITX SERVICE PROVIDER GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO IBITX.

Reasonable Care

We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this User Agreement, or such higher care where required by law or as specified by this User Agreement.

You acknowledge and agree that we cannot be held responsible for any failure or delay to act by any IBITX Service Provider, including our Banks, or any other participant that is within the time limits permitted by this User Agreement or prescribed by law, or that is caused by your negligence.

You further acknowledge and agree that neither we nor any IBITX Service Provider can be held responsible for any erroneous Order or Trade (as defined in the ‘Erroneous Orders’ and ‘Erroneous Trades’ sections) or “System Failure” (defined as a failure of any computer hardware or software used by IBITX or any telecommunications lines or devices used by IBITX), or Downtime (scheduled or unscheduled), which prevents us from fulfilling our obligations under this User Agreement, provided that we and the relevant IBITX Service Providers used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, System Failures, or Downtime. You also acknowledge and agree that neither we nor any IBITX Service Provider can be held responsible for any other circumstances beyond our or any IBITX Service Providers’ reasonable control.

In addition, you acknowledge and agree that any act or omission made by us or any IBITX Service Provider in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in New York, or any rule or regulation of the State of New York, New York State Department of Financial Services, or a federal agency having jurisdiction over such party, shall constitute ordinary care.

We use commercially reasonable efforts to provide you with a reliable and secure platform, including an electronic exchange and custody service. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your IBITX Account, withdrawing your fiat currency or Digital Assets, depositing your fiat currency or Digital Assets, and/or placing and/or canceling Orders.

In no event shall we or any IBITX Service Provider be liable to you or others for any damages, direct, indirect, consequential or special, including, without limitation, all losses, costs, expenses, loss of profits, loss of business revenue or failure to realize expected savings arising from or out of the existence, furnishing, or functioning of IBITX, or any act or omission in connection with you accessing, visiting, or using IBITX. In addition, neither we nor any IBITX Service Provider are liable by reason of acting or failing to act due to an error in an Order request actually received by us or a IBITX Service Provider, or as a result of an Order request not being received by us or a IBITX Service Provider. Lastly, in no event shall we or any IBITX Service Provider be responsible for any losses, damages, or personal injury that any person suffers as a result of you accessing, visiting, or using IBITX.

Force Majeure

You acknowledge and agree that in no event shall we or any IBITX Service Provider be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our or any IBITX Service Providers’ reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Indemnities

In no event shall we or any IBITX Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement. You acknowledge and agree to indemnify and hold us and all IBITX Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, including reasonable attorneys’ fees, rights, claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of IBITX or our and any IBITX Service Providers’ performance or nonperformance of duties.

If you are a California resident, you waive California Civil Code Section 1542, which states:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTIVE THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY HIS OR HER SETTLEMENT WITH THE DEBTOR.”

If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Legal Costs

You agree to indemnify us and any IBITX Service Provider for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of IBITX. As a result, we will be entitled to charge your IBITX Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of the said account until the matter is resolved. We will provide copies of all invoices on request.

Entire Agreement

This User Agreement, our Privacy Policy, and our API Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and us (IBITX Software Inc) as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement), as well as every nature between and among you and us.

Assignment

This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

Relationship of the Parties

You acknowledge and agree that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

Injunctive Relief

You acknowledge and agree that your obligations and the obligations of each user set forth in this User Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this User Agreement. Accordingly, you acknowledge and agree that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this User Agreement or your continuation of any such breach, without the necessity of proving actual damages.

Severability

You acknowledge and agree that if any provision of this User Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further acknowledge and agree that the validity of or enforceability of any other provision of this User Agreement shall not be affected.

Change of Control

In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival

All provisions of this User Agreement which by their nature extend beyond the expiration or termination of this User Agreement, including, without limitation, sections pertaining to suspension or termination, debts owed, general use of IBITX, disputes with us, and general provisions, shall survive the termination or expiration of this User Agreement.

Headings

Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement.

English Language Controls

Notwithstanding any other provision of this User Agreement, any translation of this User Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language.

Written Notice

If we send an email to the email address on record for your User Account, you acknowledge and agree that this constitutes ‘written notice’ from us to you. If you email info@IBITX.com , this constitutes ‘written notice’ from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.

Non-Waiver of Rights

This User Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for you to not comply with such term or provision.

Governing Law

This User Agreement, your use of IBITX, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of New Zealand, as if this User Agreement is a contract wholly entered into and wholly performed within New Zealand. YOU AGREE THAT ALL ORDERS, TRADES, DEPOSITS, WITHDRAWALS, OR SALES ON IBITX AND CONTEMPLATED ACCORDING TO THE TERMS OF THIS USER AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED IN THE STATE OF NEW YORK AND BE SUBJECT TO THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAWS PROVISIONS.

Dispute Resolution

You acknowledge and agree that any controversy, claim, or dispute arising out of or relating to this User Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in Auckland New Zealand, administered by Arbitration and conducted in English, rather than in court. You expressly agree that any dispute about the scope of this User Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court; provided, however, that you or we may, without inconsistency with this arbitration provision, apply to any court for a preliminary remedy (i.e., equitable or injunctive relief) or to seek enforcement of the arbitral award. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. Any such arbitration shall be conducted in accordance with the then prevailing Arbitration Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict:

·         One arbitrator shall be chosen;

·         Any arbitration must be commenced within one (1) year after the claim or cause of action arises;

·         Each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and

·         Arbitration may proceed in the absence of any party if written notice (pursuant to the rules and regulations) of the proceedings has been given to such party. You agree to bear your own attorney’s fees, costs, and expenses. You agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity; provided, that, nothing in this subsection shall be construed as precluding us from bringing an action for injunctive or equitable relief. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR IF YOU OR WE SEEK INJUNCTIVE OR EQUITABLE RELIEF THEN YOU AND WE:

o    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT OR ANY OTHER MATTER INVOLVING US HERETO, AND

o    SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE NEW ZEALAND COURTS LOCATED IN AUCKLAND, AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

·          

You irrevocably and unconditionally agree to waive any objection that you may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this User Agreement in the New Zealand Courts.

You agree to arbitrate solely on an individual basis, and acknowledge and agree that this User Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one User’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then you acknowledge and agree that the remaining portions of these arbitration provisions in this User Agreement will remain in full force and effect.

You agree that this section of this User Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.

A printed version of this User Agreement shall be admissible in judicial or administrative proceedings.

Bank Secrecy Act and Anti-Money Laundering Compliance Program

IBITX Software Inc (“we” or “our”) has developed a Bank Secrecy Act and Anti-Money Laundering Compliance Program (“BSA/AML Program”) for our digital asset exchange and custody service (collectively, “IBITX”), in an effort to maintain the highest possible compliance with applicable laws and regulations relating to anti-money laundering in New Zealand and the United States and other countries where we conduct business. This includes, but is not limited to:

·         Establishing robust internal policies, procedures and controls that strive to combat any attempted use of IBITX for illegal or illicit purposes and to ensure our customers basic protections under consumer protection laws;

·         Complying with the applicable regulations and guidance set forth by the Financial Crimes Enforcement Network (“FinCEN”);

·         Filing Suspicious Activity Reports (“SARs”);

·         Filing Currency Transaction Reports (“CTRs”);

·         Maintaining comprehensive records of orders and other transfers;

·         Employing a Chief Compliance Officer (“CCO”) who is responsible for the implementation and oversight of our BSA/AML Program;

·         Executing Know Your Customer (“KYC”) procedures on all customers;

·         Performing regular, independent audits of our BSA/AML Program;

·         Following record retention requirements; and

·         Implementing a formal and ongoing compliance training program for all new and existing employees.

Policies and Procedures

Our BSA/AML Program has been reviewed and approved by our Board of Managers (the “Board”). Our BSA/AML Program is regularly reviewed and, if necessary, revised in an effort to comply with applicable rules, regulations and policies. We are regulated by the New York State Department of Financial Services (“NYSDFS”) and our BSA/AML Program is subject to its review and approval.

Internal Controls

We have developed robust internal policies, procedures, and controls designed to comply with applicable BSA/AML laws and regulations, some of which are outlined here on this page including, but not limited to, our Customer Identification Program (“CIP”), the filing of SARs and CTRs, as well as other reporting requirements and audits.

Training

All of our employees and officers receive ongoing broad-based BSA/AML training, as well as position-specific training. They must repeat this training at least once every twelve (12) months to ensure they are knowledgeable and in compliance with all pertinent laws and regulations. New employees receive training within thirty (30) days of their start date. All documentation related to compliance training including materials, tests, results, attendance and date are maintained. In addition, our compliance training program is updated as necessary to reflect current laws and regulations.

Compliance Officer

Our CCO is responsible for developing and enforcing the policies and procedures of our BSA/AML Program. Our CCO is required to report any violations of our BSA/AML Program directly to our CEO and our Board. In addition, our CCO is responsible for recording and filing SARs, CTRs and performing a BSA/AML Program audit at least annually.

Customer Identification

Our Customer Identity Program (“CIP”) is an important part of our BSA/AML Program, and helps us detect suspicious activity in a timely manner and prevent fraud.

Account Opening Process

In order to open an account and use IBITX, your identity must be verified, authenticated, and checked against government watchlists, including the Office of Foreign Assets Control (“OFAC”). Failure to complete any of these steps will result in your inability to use IBITX.

Individual customer — Prior to opening an account for an individual customer, we attempt to collect, verify, and authenticate the following information:

·         Email address;

·         Mobile phone number;

·         Full legal name;

·         Social Security Number (“SSN”) or any comparable identification number issued by government;

·         Date of birth (“DOB”);

·         Proof of identity (e.g., driver’s license, passport or government-issued ID);

·         Home address (not a mailing address or P.O. Box); and

·         Additional information or documentation at the discretion of our Compliance Team.

Non-US Customers are required to provide proof of address (e.g., electric, gas or water bill).

If you successfully meet and complete our CIP requirements and do not appear on the OFAC or any other government watchlist, then we will provide you with account opening agreements electronically.

Institutional customer — Prior to opening an account for an institutional customer, we attempt to collect, verify, and authenticate the following information:

·         Institution legal name;

·         Employer Identification Number (“EIN”) or any comparable identification number issued by government;

·         Full legal name (of all account signatories and beneficial owners);

·         Email address (of all account signatories);

·         Mobile phone number (of all account signatories);

·         Address (principal place of business and/or other physical location);

·         Proof of legal existence (e.g., state certified articles of incorporation or certificate of formation, unexpired government-issued business license, trust instrument or other comparable legal documents as applicable);

·         Contract information of owners, principals, and executive management (as applicable);

·         Proof of identity (e.g., driver’s license, passport or government-issued ID) for each individual beneficial owner that owns 10% or more, as well as all account signatories; and

·         Identifying information for each entity beneficial owner that owns 10% or more (see individual customer information collected above for more details).

If your institution successfully meets and completes our CIP requirements and neither it nor any of its owners, principals, executive, or managers appear on OFAC or any other governmental watchlist, we will provide you with account opening agreements electronically.

Suspicious Activity / Currency Transaction Reports

We file SARs if we know, suspect or have reason to suspect suspicious activities have occurred on IBITX. A suspicious transaction is often one that is inconsistent with a customer’s known and legitimate business, personal activities or personal means. We leverage our compliance department, which performs transaction monitoring to help identify unusual patterns of customer activity. Our CCO reviews and investigates suspicious activity to determine if sufficient information has been collected to justify the filing of a SAR.

In addition, all currency transactions over a determined USD value are be reported to FinCEN via a CTR filing.

Our CCO maintains records and supporting documentation of all SARs and CTRs that have been filed.

Reporting Requirements

All records are retained for seven (7) years and are readily available upon official request by an applicable examiner, regulator, or law enforcement agency.

BSA/AML Program Audit
Internal

The CCO is responsible for performing an audit of our BSA/AML Program at least annually, and presenting the results to our President, CEO and Board.

Independent

Our President oversees the performance of an independent test of our BSA/AML Program at least annually. The CCO is not responsible for the independent test, and the CCO’s performance is a subject of the test. Results are sent directly to the Audit Committee of the Board and for review.

 

This is the end of the User Agreement Document.

Companies or Users putting Currency on the platform and using this facility include new or rapidly growing ventures or currencies which are high risk and extremely speculative as the laws and validation of the currencies for having any value are unclear and one must assume they have no value and all of the investment could be lost. Investment in these types of Currencies is very speculative and carries high risks. You may lose your entire investment, and must be in a position to bear this risk without undue hardship. The law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision. The usual rules do not apply to offers by Initial Currency Offerings using this facility. As a result, you may not receive a complete and balanced set of information. You will also have fewer other legal protections for this investment. Ask questions, read all information given carefully, and seek independent financial advice before committing yourself. All Investors must become an “advised” investor, be qualified, accredited, sophisticated, or every day investors, by filling out the application form. An Investor who accesses an Offer from outside New Zealand or who is not a New Zealand citizen (Overseas Investor) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them accessing such Offer and subsequently subscribing for any coins pursuant to that Offer. Any Overseas Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed, to enable them to access an Offer or to subscribe for currency pursuant to an Offer. A Company who accesses an Investor from outside New Zealand or who is not a New Zealand resident (Overseas Offeror) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them accessing such Investor and subsequently acceptance of subscribing for any currency or trading any currency pursuant to that Offer. Any Overseas Offeror should consult their professional advisers, lawyers, and regulator, as to whether any governmental or other consents are required, or other formalities need to be observed, to enable investors to access an Offer or to subscribe for coins or currency pursuant to an Offer within a Match bargain system. We do not accept clients from the USA, Canada, Australia, New Zealand, or we may have the right to reject your application based on the Country you are resident of at our own discretion. iBITX does not take responsibility for the legality of the individual being able to trade or the Initial Currency Offerings validity, it is only a software portal platform which matches willing offering parties with willing buying parties for virtual units of any product offered by the Offering party, who, as the offerer, is ultimately responsible for the goods delivered. IbitX is not responsible for any loss on the system, this is between the “company” and “investor” as a private transaction, or “Investor” to “investor” as the system is only a matching system for these private transactions. No advice is given by the system or the software, advice must be given by the financial service provider you have chosen.
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