Last Revised: August 8, 2015

By accessing or using the CryptXC website located at https://cryptxc.com (the “Site”) and any services made available through the Site (collectively, the “Services”), you (“User”) agree to be bound by these Terms of Use (“Terms”). The Services are owned and controlled by CryptXC, Inc. and the terms “we,” “us,” and “our” refer to CryptXC, Inc. These Terms affect your legal rights and obligations. If you do not agree to be bound by these Terms, do not access or use the Services. CryptXC reserves the right to change or modify the terms and conditions contained in these Terms, including but not limited to any policy or guideline of the Site, at any time and at its sole discretion. We will provide notice of these changes by posting the revised Terms to the Site and changing the "Last Revised" date at the top of the Terms, or by emailing users at their provided email addresses, or by any other means as determined by CryptXC. The decision of which notification chosen will be left to CryptXC's sole discretion. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Site or at the instant that CryptXC transmits the information to the users (e.g. via email). These changes will apply at that instant to all then current and subsequent uses of the Site. You waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use the Site, you must stop using the Site.

PREAMBLE

CryptXC provides an online tool (the “Platform”) that allows users to freely trade between a number of different virtual currencies (“Cryptocurrency”).

1. ELIGIBILITY

By accessing or using the Site, you represent and warrant that you are at least 18 years old and have not previously been suspended or removed from the Site. You also represent and warrant that you are not a resident of the State of New York. You represent and warrant that you are not: (a) located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, (b) identified as a "Specially Designated National", or (c) placed on the Commerce Department's Denied Persons List. You further represent and warrant that you will not use the Site if the laws of your country prohibit you from doing so in accordance with these Terms. Finally, you represent and warrant that you will not be using this site for any illegal activity, including but not limited to money laundering and the financing of terrorism.

2. REGISTRATION AND ACCOUNT

In order to access and use the Services, you must create an account with CryptXC (an “Account”). You agree to: (a) provide accurate, current and complete information when creating the account; (b) maintain and promptly update your Account information to keep it accurate, complete, and current; (c) maintain the security and confidentiality of your login credentials and restrict access to your Account and your computer; (d) promptly notify CryptXC if you discover or otherwise suspect any security breaches related to the Site; and (e) take responsibility for all activities that occur under your Account and accept all risks of unauthorized access.

3. PRIVACY POLICY

Your privacy is important to us. We only share your information with third parties as outlined in our Privacy Policy or required to do so by law enforcement, court order, or in compliance with legal reporting obligations.

4. CONFIDENTIALITY OF THE TRANSMISSION OF INFORMATION OVER THE INTERNET

The transmission of data or information (including communications by e-mail) over the Internet or other publicly accessible networks is not one hundred percent secure, and is subject to possible loss, interception, or alteration while in transit. Accordingly, CryptXC does not assume any liability, without limitation, for any damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, including but not limited to transmissions involving the Platform or e-mail with CryptXC containing your personal information. While CryptXC will take commercially reasonable efforts to safeguard the privacy of the information you provide to CryptXC and will treat such information in accordance with CryptXC's Privacy Policy, in no event will the information you provide to CryptXC be deemed to be confidential, create any fiduciary obligations for CryptXC, or result in any liability for CryptXC in the event that such information is negligently released by CryptXC or accessed by third parties without CryptXC's consent.

5. CryptXC DOES NOT PROVIDE INVESTING ADVICE

We are an execution-only service and do not advise on the merits of any particular transactions or their taxation consequences. In entering into any transaction on the Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction. We give you no warranty as to the suitability of the cryptocurrencies traded under these Terms and assume no fiduciary duty in our relations with you.If at any point CryptXC or its representatives do provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and imposes no obligation of truth or due diligence on behalf of CryptXC or its representatives. We give no representation, warranty, or guarantee as to the accuracy or completeness of any such information or as to the tax consequences of any transaction.

7. LIMITED LICENSE

CryptXC grants you a limited, nonexclusive, nontransferable license, subject to these Terms, to access and use the Services, and the content, materials, information and functionality available in connection therewith (collectively, the “Content”) solely for information, transactional, or other approved purposes as permitted by CryptXC from time to time. Any other use of the Services or Content is expressly prohibited. All other rights in the Platform or Content are reserved by us and our licensors. You will not otherwise copy, transmit, distribute, sell, resell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the Content or any other part of the Services or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, you will not frame or display the Site or Content (or any portion thereof) as part of any other web site or any other work of authorship without the prior written permission of CryptXC. If you violate any portion of these Terms, your permission to access and use the Platform may be terminated pursuant to these Terms. In addition, we reserve the right to all remedies available at law and in equity for any such violation. “cryptxc.com”, “CryptXC”, and all logos related to the Services or displayed on the Site are either trademarks or registered marks of CryptXC or its licensor. You may not copy, imitate or use them without CryptXC’s prior written consent.

12. THIRD PARTY CONTENT

CryptXC and its users may provide third party content on the Site and may provide links to web pages and content that are not owned or controlled by CryptXC (collectively the "Third Party Content") as a service to those interested in this information. CryptXC does not control, endorse, or adopt any Third Party Content and makes no representation or warranties of any kind regarding the Third Party Content, including but not limited to its accuracy or completeness. You acknowledge and agree that CryptXC is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. You acknowledge that your use of such Third Party Content is at your own risk. Your business dealings or correspondence with, or participation in promotions of, any third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third parties. CryptXC is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such Third Party Content on the Site.

13. COPYRIGHT OF FEEDBACK MATERIALS

You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding CryptXC or the Services (collectively, "Feedback") that are provided by you, whether by email, posting to the Site or otherwise, are non-confidential and will become the sole property of CryptXC. CryptXC will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

14. USER CONDUCT AND OBLIGATIONS

In connection with your use of the Services, you will not:
  • Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
  • Provide false, inaccurate or misleading information;
  • Infringe upon CryptXC’s or any third party’s copyright, patent, trademark, or intellectual property rights;
  • Distribute unsolicited or unauthorized advertising or promotional material, any junk mail, spam, or chain letters;
  • Reverse engineer or disassemble any aspect of the Site or Services in an effort to access any source code, underlying ideas and concepts, and algorithms;
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
  • Transmit or upload any material to the Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  • Otherwise attempt to gain unauthorized access to the Site, other CryptXC Accounts, computer systems or networks connected to the Site, through password mining or any other means; or
  • Transfer any rights granted to you under these Terms.

15. TRANSFERABILITY

While the Account and the Services provided to a user are not transferable under any circumstance and shall be used only by the user, CryptXC shall have the right to transfer, assign, or sell all the rights, benefits, or obligations to any person and these Terms shall continue to be in force and effect for the benefit of the successors and assigns of CryptXC.

16. ELECTRONIC TRADING TERMS

A transaction on the Platform may fail for several reasons, including but not limited to change in seller prices, insufficient margin, unspecified lot size or unanticipated technical difficulties. We make no representation or warrant that any transaction will be executed properly. CryptXC is under no circumstances liable for any loss or injury suffered by a failure of a transaction to complete properly. Further, CryptXC is in no way responsible for notifying you of a transaction failure. The User has full responsibility to determine and inquire into the failure of any transaction the User initiates.In the event that you receive any data, information or software other than that which you are entitled to receive pursuant to these Terms, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of funds from your Account and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal.We shall be entitled to act for you upon instructions given by or purporting to be given by you or any person authorized on your behalf without further inquiry as to the genuineness, authority, or identity of the person giving or purporting to give such instructions, provided such instruction is accompanied by correct information about your Account.Poloniex reserves the right to refuse to process, or the right to cancel or reverse, any transaction on the Platform where Poloniex suspects the transaction involves money laundering, terrorist financing, fraud, or any other type of crime, as legally required as an MSB, or if Poloniex suspects the transaction related to Prohibited Use as stated in our Terms of Use.

17. PERMANENT WITHDRAWAL OF SERVICE

CryptXC may (a) suspend or terminate your access to the Services, and (b) deactivate or cancel your Account as required by a valid subpoena or court order, or if CryptXC reasonably suspects you of using your Account in furtherance of illegal activity. You will be permitted to transfer cryptocurrency associated with your Account for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court order. If any transaction is in a pending state at the time your Account is cancelled or suspended, such transaction may be cancelled and/or refunded as appropriate. You may not cancel your Account to evade an investigation or avoid paying any amounts otherwise due to CryptXC. Upon cancellation of your Account, you authorize CryptXC to cancel or suspend pending transactions and, after providing written notice to the you, return the funds associated with such transactions to your wallet address. In the event that you or CryptXC terminates this agreement or your access to the Services, or deactivates or cancels your Account, you will remain liable for all amounts due hereunder. In the event that a technical problem causes system outage or account errors, CryptXC may temporarily suspend access to your Account until the problem is resolved.

18. OWNERSHIP OF FUNDS

You hereby certify to us that any funds used by you in connection with the Platform are either owned by you or that you are validly authorized to carry out transactions using such funds, and that all transactions initiated with your Account are for your own account and not on behalf of any other person or entity.

19. INDEMNIFICATION

You agree to indemnify, defend and hold CryptXC, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives, harmless from any claim or demand (including attorneys’ fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms, (ii) your use of Services, or (iii) your violation of any law, rule, or regulation, or the rights of any third party.

20. DISCLAIMER OF WARRANTEES

CRYPTXC PROVIDES NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE SERVICES. THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. CRYPTXC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES. CRYPTXC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND THE INFORMATION CONTAINED THEREIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. CRYPTXC WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ON THE PLATFORM ARE PROCESSED IN A TIMELY FASHION, BUT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESEPCT TO THE AMOUNT OF TIME NEEDED TO PROCESS SUCH TRANSACTIONS. BECAUSE CRYPTOCURRENCY TRANSFERS ON AND OFF THE PLATFORM ARE DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL, CRYPTXC MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUCCESS OF, OR THE AMOUNT OF TIME NEEDED FOR, CRYPTOCURRENCY TRANSACTIONS.SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

21. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRYPTXC SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, OR LOST PROFITS) IN CONNECTION WITH YOUR USE OF THE SERVICES, EVEN IF CRYPTXC HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CRYPTXC’S LIABILITY FOR MONEY DAMAGES UNDER THESE TERMS EXCEED THE AMOUNT OF FEES RECEIVED FROM YOU DURING THE PRECEDING SIX (6) MONTH PERIOD.