Last Updated February 2021
End-User License Agreement – Terms and Conditions of Use
1. Basic XSHOP Services.
1.1.1. To be eligible to use the XSHOP Services, you must be at least 18 years old. You represent and warrant that: (a) you are of legal age to form a binding contract, i.e. at least 18 years of age; (b) have not previously been suspended or removed from using the XSHOP Services; and (c) have full power and authority to agree to these Terms.
1.1.2. You may not use the XSHOP Services if you are located in, or a citizen or resident of, the United States of America or any state, country, territory, or other jurisdiction forming part of the United States of America or where your use of the XSHOP Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use the XSHOP Services while located in any such jurisdiction. You may also not use the XSHOP Services if you are located in, or a citizen or resident of, any other jurisdiction where XSHOP has determined, at its sole discretion, to prohibit the use of the XSHOP Services. It is currently envisaged that the XSHOP Services will be used by persons located in, citizens or residents of various countries pursuant to onboarding processes. Such a list of countries may be changed, extended, or reduced from time to time at the discretion of XSHOP. XSHOP may implement controls to restrict access to the XSHOP Services from any jurisdiction prohibited under this Section. 2 Last Updated February 2021
1.1.3. You are responsible for complying with the laws applicable to your jurisdiction.
1.2. XSHOP Services. Your XSHOP account (“XSHOP Account”) encompasses the following services (“XSHOP Services”): (i) Digital Currency conversion services through which users can buy and sell Digital Currencies in transactions with XSHOP (the “Conversion Services”). These XSHOP Services may be changed, terminated entirely, and/or additional services may be added at XSHOP ’s sole discretion.
1.3. Delivery of the Services. When the Purchase Order is completed, the purchased Digital Currency shall be sent to the wallet address provided by you. All confirmed transactions are included in the blockchain, which is an open, distributed ledger that can record transactions between two parties in a verifiable and permanent way. Once you received the purchased amount of Digital Currency to your personal Digital Wallet Address, the transaction between you and XSHOP is completed in full, and XSHOP has completed all obligations towards you, and the Company’s services were provided to you in full.
2. Creating an XSHOP Account.
2.1. Registration of XSHOP Account. In order to use the XSHOP Services, you will need to register for an XSHOP Account. During the account registration process, we will ask you for information, including your name and other personal information, to verify your identity. You must provide complete and truthful information. We may, in our sole discretion, refuse to open an XSHOP Account for you and/or limit the number of XSHOP Accounts that you may hold.
2.2. Identity Verification. During registration of your XSHOP Account, you must provide the information we request for the purposes of identity verification (including KYC) and the detection of money laundering (AML), terrorist financing, fraud, or any other financial crime and also permit us to keep a record of such information, including signing on the XSHOP KYC/AML Policy and any documentation required thereunder. You will need to complete certain verification procedures before you are permitted to use the XSHOP Services. The verification procedures may, in certain cases, include verification via video interview for which information technology means, which has a working camera, microphone, the hardware and software required for digital identification, and an internet connection of adequate quality is required. Your access and the limits that apply to your use of the XSHOP Services may be altered as a result of information collected about you on an ongoing basis. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, 3 Last Updated February 2021 taxpayer identification number, government identification, and information regarding your bank account (such as the name of the bank, the account type, routing number, and account number). In providing us with this or any other information, you confirm that the information is accurate and authentic. You agree to notify us immediately if any of the information you provided changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to third-party service providers, including payment processors for a credit reference, liquidity (currency) providers, fraud prevention or financial crime, and other agencies and that these agencies may respond to our inquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after the completion of a transaction before permitting you to use further XSHOP Services and/or before permitting you to engage in transactions beyond certain volume limits. XSHOP reserves the right to refuse to process or to cancel any pending Digital Currency Transaction as required by law or in response to a subpoena, court order, or other governmental request or to enforce transaction limits as determined in its discretion. XSHOP cannot reverse a Digital Currency Transaction that has been submitted to a Digital Currency network. If you have any questions about which Digital Currencies XSHOP currently supports, please visit the Website. XSHOP assumes no responsibility or liability in connection with any attempt to use XSHOP Services for digital currencies that XSHOP does not support.
2.3. Digital Currency Transactions. XSHOP processes supported Digital Currency according to the instructions received from its users, but we do not guarantee the identity of any receiver, requestee, or another party. You should verify all transaction information prior to submitting instructions to XSHOP . Once submitted to a Digital Currency network, a Digital Currency Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Currency network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly and will not be included in your XSHOP Account balance or be available to conduct transactions (or withdrawals). XSHOP reserves the right to delay any Digital Currency Transaction if it perceives a risk of fraud or illegal activity.
2.4. Digital Currency Storage and Transmission Delays. XSHOP stores all Digital Currency private keys in a combination of online and offline storage. As a result, it 4 Last Updated February 2021 may be necessary for XSHOP to retrieve certain information from offline storage in order to facilitate a Digital Currency Transaction in accordance with your instructions, which may delay the initiation or crediting of such Digital Currency Transaction, even though XSHOP will seek to initiate or carry out all transactions as soon as possible. You acknowledge and agree that a Digital Currency Transaction facilitated by XSHOP may be delayed, notwithstanding the efforts of XSHOP . XSHOP is not acting as a Custodian of currencies or funds and does not have a Custodian License.
2.5. Advanced Protocols. Unless specifically announced on the Website or through some other official public statement of XSHOP , we do not support metacoins, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Currency supported by XSHOP (collectively, “Advanced Protocols”). Do not use your XSHOP Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. The XSHOP platform is not configured to detect and/or secure Advanced Protocol transactions and XSHOP assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.
2.6. Operation of Digital Currency Protocols. XSHOP does not own or control the underlying software protocols which govern the operation of Digital Currencies supported on our platform. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. By using the XSHOP platform, you acknowledge and agree: (i) that XSHOP is not responsible for operation of the underlying protocols and that XSHOP makes no guarantee of their functionality, security, or availability; and (ii) that the underlying protocols are subject to sudden changes in operating rules (a/k/a “forks”) and that such forks may materially affect the value, function, and/or even the name of the Digital Currency you store on the XSHOP platform. In the event of a fork, you agree that XSHOP may temporarily suspend XSHOP operations (with or without advance notice to you) and that XSHOP may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that XSHOP assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.
3. Conversion Services and Fees.
3.1. You authorize XSHOP to initiate debits from your selected payment method(s) in settlement of purchase and/or sale transactions. A Transaction Fee as defined in section 4.2 applies to all purchase and sale transactions. Although XSHOP will attempt to deliver supported Digital Currency to you as promptly as possible, funds may be debited from your selected payment method before Digital Currency is delivered to your XSHOP Account. We may debit your selected payment method, 5 Last Updated February 2021 such as your bank account or credit card, as soon as the same day you initiate the purchase or sale but your payment may take longer to process. In the event that XSHOP is unable to fulfil your purchase or sale order, we will notify you and seek your approval to fulfil the purchase or sale order at the contemporaneous Quotation Price.
3.2. Each Conversion Service transaction is subject to a fee on top of the Quotation Price (a “Transaction Fee”), as well as other associated fees, commissions, bank charges, wire transfer charges, clearing house charges, network fees (miner fees), etc. (“Associated Fees”), all of which are payable by you. The applicable Transaction Fee is displayed to you on the Website prior to you completing a Conversion Service transaction. The availability of each payment method depends on a number of factors, including but not limited to your location, the identification information you have provided to us, and limitations imposed by third party payment processors. You can view the current fee applicable to your location and payment method at our fees page. XSHOP reserves the right to adjust its Transaction Fees and Associated Fees and any applicable waivers at any time. We will always notify you of the Transaction Fee which applies to your transaction when you authorize the transaction and, in each receipt, we issue to you. You should be aware that in order to carry out purchases or sales of cryptocurrency, XSHOP carries out transactions with various third parties and liquidity providers of cryptocurrency, with whom it holds accounts including fiat accounts, cryptocurrency accounts and digital wallets on behalf of XSHOP and you hereby acknowledge and agree to the same and to your fiat currencies and cryptocurrencies being held by XSHOP in accounts with such third parties and liquidity providers. You should also be aware that the quotation of cryptocurrency for sale or purchase which XSHOP receives from the liquidity providers of the cryptocurrency includes a spread or margin for XSHOP compared to the offer which XSHOP makes to you for the sale or purchase of the cryptocurrency. You should also be aware that the quotation of cryptocurrency for sale or purchases presented to you as “market price” or otherwise as the quoted price for the specific cryptocurrency transaction during the sale or purchase on the Website includes, inter-alia, the liquidity provider fee and Xshop’ s charges for using the technology (the “Quotation Price”). The Quotation Price may be calculated as a weighted price of a number of different buyers or sellers available within the platform, and/or of different liquidity providers, and there may be a time gap between the conversion order and the actual conversion that will affect the price displayed. Last Updated February 2021
4.3. Deposits. In order to initiate any transaction to buy or sell Digital Currency, you must first of all maintain sufficient funds in your XSHOP Account, by way of depositing fiat and/or crypto currencies into your XSHOP Account, adequate to cover your desired transaction. Fiat funds shall be deposited into an XSHOP bank account by way of either bank wire transfer or credit card processing, and once we receive the confirmation of your deposit, such deposit shall be recorded in your XSHOP Account. When you choose to deposit fiat funds through credit card processing into your XSHOP Account, as the cardholder of your credit card, you declare and confirm that you shall always ensure that you comply with any and all applicable laws and regulations with respect to such holding of your credit card and your usage of the credit card.
4.4. Refund or Cancellation Policy. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize XSHOP , in its sole discretion, either to cancel the transaction or to debit your other payment methods, including XSHOP balances or other linked accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. XSHOP reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Digital Currency in its sole discretion, even after funds have been debited from your account(s) for reasons which include, but are not limited to, technical error, market abuse or manipulation, or your failure to pass our KYC process and if: (i) XSHOP suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; (ii) in response to a subpoena, court order, or other government order; (iii) XSHOP reasonably suspects that the transaction is erroneous; or (iv) XSHOP suspects the transaction relates to Prohibited Use or a Prohibited Business as set forth below. In such instances, XSHOP will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction. Any refunds shall be at the sole discretion of XSHOP .
4.5. Withdrawals. At any point you may make a request for a withdrawal to withdraw funds from your XSHOP Account. The Company shall designate certain periods during the day at which the actual withdrawal can occur pursuant to your request and the Company’s approval upon obtaining the necessary documentation. Upon such approval, the Company shall deliver the applicable Digital Currency to the personal digital wallet designated by you and declared to be owned by you exclusively and which is under your sole and full control, and you acknowledge that any delivery of Digital Currency may not be immediate or may be subject to delays. Following a withdrawal request for fiat funds we may either credit your credit card, using the details you provided, or initiate a bank transfer to the bank account through which you have deposited the funds, all according to our compliance policies and banking requirements. All of your withdrawals and financial activity on the XSHOP platform will be recorded under your XSHOP Account. 7 Last Updated February 2021 Please consider that we take up to three (3) business days to process your withdrawal request. Withdrawals may take up to five (5) business days to reach your credit card or bank account.
4.6. Payment Services Partners (“PSP”). XSHOP may use a third-party payment processor to process any US Dollar (or other fiat currency) payment between you and XSHOP , including but not limited to payments in relation to your use of the Conversion Service. XSHOP cannot guarantee that all credit cards will be accepted by the PSP. The acceptability of your credit card depends on various factors such as, your location, your identification information, limitations imposed by your credit card provider and/or by the third-party payment processors. Likewise, XSHOP cannot guarantee that your bank will accept the funds received from your XSHOP Account. It is your responsibility to ensure that your credit card provider or bank will accept your funds. You also acknowledge that the availability of all payment methods – bank transfer and credit card – is not guaranteed, and we may change the payment methods from time to time at our sole discretion. You hereby consent that XSHOP will provide certain information and/or documentation about you to the PSP, as may be required to complete a transaction. With regard to any deposits in fiat, you further agree not to make or attempt to initiate chargebacks, and/or deny or reverse any deposit that you have made. In any such event, we reserve the right to cease to provide you with the XSHOP Services, terminate this Agreement, and take any further action we may deem appropriate, including the right to adjust your XSHOP Account to reflect any deduction from any balance in the deposit to set-off any loss suffered due to your chargeback or reversal of transactions.
5. General Use, Prohibited Use, and Termination.
5.1. Limited License. XSHOP grants you a limited, revocable, non-exclusive, nontransferable license, subject to the terms of this Agreement, to access and use the Website and the related content, materials, information (collectively, the “Content”) solely for approved purposes as permitted by XSHOP from time to time. Any other use of the Website or Content is expressly prohibited and all other right, title, and interest is exclusively the property of XSHOP and its licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “ibinex.com”, “ibinex”, and all logos related to the XSHOP Services or displayed on the website are either trademarks or registered marks of XSHOP or its licensors. You may not copy, imitate or use them without XSHOP ‘s prior written consent.
5.2. Website Accuracy. Although we intend to provide accurate and timely information on the Website, the Website (including, without limitation, the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or 8 Last Updated February 2021 typographical errors. In an effort to continue to provide you with complete and accurate information, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information and not rely on it. All decisions based on information contained on the Website are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including, without limitation, other websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Website.
5.3. Third-Party Applications. If, to the extent permitted by XSHOP from time to time, you grant express permission to a third party to access or connect to your XSHOP Account, either through the third party’s product or service or through the Website, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your obligations under this Agreement. Additionally, you are fully responsible for all acts or omissions of any third party accessing your XSHOP Account. Further, you acknowledge and agree that you will not hold XSHOP responsible for, and you will hold XSHOP harmless and indemnify XSHOP from, any and all liability, costs, claims or damages arising out of or related to any act or omission of any third party with access to your XSHOP Account. You may change or remove permissions granted by you to third parties with respect to your XSHOP Account at any time through the Account Settings (Integrations) page on the Website.
5.4. Prohibited Use. In connection with your use of the XSHOP Services, you agree and represent you will not engage in any Prohibited Business or Prohibited Use defined herein. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. We reserve the right to cancel and/or suspend your XSHOP Account and/or block transactions or freeze funds immediately and without notice if we determine, in our sole discretion, that your XSHOP Account is associated with a Prohibited Use and/or a Prohibited Business.
5.5. Transactions Limits. The use of all XSHOP Services is subject to a limit on the amount of volume, stated in U.S. Dollar terms, you may transact or transfer in a given period (e.g., daily). To view your limits, login to your XSHOP Account and visit the Website. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors. XSHOP reserves the right to change applicable limits as we deem necessary in our sole discretion. If you wish to raise your limits beyond the posted amounts, you may submit a request at the Website. We may require you to submit additional information about yourself or your business, provide records, 9 Last Updated February 2021 and arrange for meetings with XSHOP staff (such process is referred to as the “Enhanced Due Diligence”). XSHOP reserves the right to charge you for its costs and fees associated with Enhanced Due Diligence, provided that we notify you in advance. In our sole discretion, we may refuse to raise your limits or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence and paid for the costs and fees.
5.7. Relationship of the Parties. XSHOP is an independent contractor for all purposes. Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause you and XSHOP to be treated as partners, joint venturers, or otherwise as joint associates for profit, employer/employee or either you or XSHOP to be treated as the agent of the other.
5.8. Privacy of Others; Marketing. If you receive information about another user through the XSHOP Services, you must keep the information confidential. You may not disclose or distribute a user’s information to a third party or use the information unless you receive the user’s express consent to do so. You may not send unsolicited email to a user through the XSHOP Services.
5.9. Password Security; Contact Information. You are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access the XSHOP Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your XSHOP Account by third-parties and the loss or theft of any Digital Currency and/or funds held in your XSHOP Account and any associated accounts, including your linked bank account(s) and credit card(s). You are responsible for keeping your email address and telephone number up to date in your Account Profile in order to receive any notices or alerts that we may send you. We assume no responsibility for any loss that you may sustain due to your failure to keep them up to date or to the compromise of account login credentials and/or your failure to follow or act on any notices or alerts that we may send to you. In the event you believe your XSHOP Account information has been compromised, please contact XSHOP Support immediately at [email protected]
5.10. Compliance with Laws; Taxes. It is your sole responsibility to: (1) comply with all applicable laws in relation to your trading activities and the use of the XSHOP Services; and (2) to determine whether, and to what extent, any taxes apply to any transactions you conduct through the XSHOP Services or arising in connection with your activities under this Agreement and Terms; and (3) to withhold, collect, report, pay and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available through your XSHOP Account. 11 Last Updated February 2021
5.11. Unclaimed Property. If XSHOP is holding funds in your account and XSHOP is unable to contact you and has no record of your use of the XSHOP Services for more than six (6) months or a longer period, applicable law may require XSHOP to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, XSHOP will try to locate you at the address shown in our records, but if XSHOP is unable to locate you, it may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. You are aware of this and agree to the same. XSHOP reserves the right to deduct a monthly dormancy fee of EUR 10 per month or equivalent in digital currency after six (6) months and/or other administrative charges from such unclaimed funds, as permitted by applicable law. In the event that the Customer is deceased, the Company will require the production of a Succession Order/Certificate or a Grant of Probate in accordance with applicable law.
5.12. DORMANT ACCOUNT Client accounts in which there have been no transactions (purchase/ withdrawals / deposits), for a set period of 3 months, will be considered by XSHOP as being dormant accounts and the account shall be classified as not active. Such 3 months period shall begin from the first day following the last transaction undertaken in the account. Dormant account shall not be active for any activities within the platform.
6. Customer Feedback, Queries, Complaints, and Dispute Resolution
6.1. Contact Xshop. XSHOP strives to offer you optimal services and maintain the highest standards at all times. In the event that you should be dissatisfied with our XSHOP Services for any reason, we have put in place internal procedures for handling all complaints fairly and promptly. Please contact us, preferably in writing, using the following e-mail: [email protected] Once your complaint has been received, the Complaints Section in our Customer Support Department will address and investigate the complaint. We will acknowledge receipt of your complaint promptly via email, and will provide you with a reference number of your complaint. For your convenience, please be sure to use this reference number in all future contact with us and any other regulatory body addressing the specific complaint. Your complaint will be carefully reviewed and we will investigate the circumstances surrounding your complaint and will do our best to resolve it in a timely manner. We shall make every effort to provide you with the outcome of our investigation within four (4) weeks from the date of receipt of the complaint. During this investigation, we will attempt to keep you posted as to its progress. One of our representatives may contact you directly in order to obtain further clarifications, information, and/or evidence relating to the complaint. For the efficient handling of this claim, we require your full cooperation and attention. 12 Last Updated February 2021 In the event that we cannot resolve your complaint within the eight (8) week period, we will notify you of such delay. This notice will indicate the cause(s) of the delay and when we anticipate our investigation will be completed. Please note that the Company shall consider your complaint finalized and closed in the event that you fail to respond to our emails or phone calls within the period of three (3) months from the date of submission. You will be notified with the final outcome of the investigation, along with an explanation of the Company’s position and any remedy measures we intend to take (if applicable). If we have failed to respond to your query within eight (8) weeks or if you are still not pleased with our suggested resolution you may also lodge a complaint with the appropriate governmental agency. The contact details in Estonia are: Tarbijakaitseamet Pronksi 12 10117 Tallinn Estonia [email protected] You should be aware that there is an online dispute resolution platform in accordance with Regulation (EU) No 524/2013 of the European Parliament and of the Council, and you may also turn to an online dispute resolution platform at https://ec.europa.eu/consumers/odr/.
6.2. Dispute resolution; Governing Law; Waiver of Class Action. If you have a dispute with Xshop, we will initially attempt to resolve any such dispute through our support team in an amicable manner. If we cannot resolve the dispute amicably through our support team, you and XSHOP agree that any dispute arising under this Agreement shall be referred to Harju County Court (Harju Maakohus) in Tallinn, Estonia. This Agreement shall be governed by and construed in accordance with the Laws of Estonia. You and XSHOP hereby expressly waive the right to participate in a class action lawsuit, joint actions by several plaintiffs or class-wide arbitration.
7. General Provisions.
7.1. Computer Viruses. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack, or any force majeure or other disasters, unscheduled maintenance, or any other causes outside our control. We advise the regular use of a reputable and readily available virus screening and prevention 13 Last Updated February 2021 software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Xshop. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the XSHOP Services. Always log into your XSHOP Account through the Website to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
7.2. Release of Xshop; Indemnification. If you have a dispute with one or more users of the XSHOP Services, you release Xshop, its affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees, and representatives from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. You agree to indemnify and hold Xshop, its affiliates, and service providers, and each of its or their respective officers, directors, shareholders, agents, joint venturers, employees, attorneys, suppliers, contractors and representatives (“Indemnified Party”), harmless from any claim, lawsuit, action, proceeding, investigation, liability, damage, loss, cost, expense or demand (including without limitation, reasonable attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to: a) your use of, or conduct in relation to the XSHOP Services; and b) any user content that you may provide; and c) your breach of this Agreement; and d) your violation of any law, rule or regulation, or the rights of any third party. If you are obligated to indemnify any Indemnified Party, XSHOP (or at Xshop’s sole discretion, the applicable Indemnified Party), will have the right, at its sole discretion, to control the action or proceeding and to determine whether XSHOP wishes to settle the same and if so, the terms of such settlement.
7.3. Limitation of Liability; Disclaimer of Damages; No Warranty. IN NO EVENT SHALL THE LIABILITY OF XSHOP, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, JOINT VENTURERS, EMPLOYEES, ATTORNEYS, SUPPLIERS, CONTRACTORS OR REPRESENTATIVES, ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, THE XSHOP SERVICES, THE PERFORMANCE OR NON-PERFORMANCE OF THE XSHOP SERVICES OR ANY OTHER PRODUCT, SERVICE OR ITEM CARRIED OUT BY OR ON BEHALF OF XSHOP, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO XSHOP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM FOR LIABILITY, UNLESS APPLICABLE LAW PRESCRIBES OTHERWISE. 14 Last Updated February 2021 TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, IN NO EVENT, WILL XSHOP, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, JOINT VENTURERS, EMPLOYEES, ATTORNEYS, SUPPLIERS, CONTRACTORS OR REPRESENTATIVES, BE LIABLE FOR ANY LOSS OF PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INTANGIBLE, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE WEBSITE OR THE PERFORMANCE OR NON-PERFORMANCE OF THE XSHOP SERVICES, OR THIS AGREEMENT, EVEN IF AN AUTHORIZED REPRESENTATIVE OF XSHOP HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, THE XSHOP SERVICES AND WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, XSHOP SPECIFICALLY DISCLAIMS AND YOU HEREBY WAIVE ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, XSHOP DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE WEBSITE, ANY PART OF THE XSHOP SERVICES, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. XSHOP makes no representations about the accuracy or completeness of historical Digital Currency price data available on the Website. XSHOP will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner but XSHOP makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
7.5. Amendments. We may amend or modify this Agreement by posting on the Website and/or emailing to you the revised Agreement and the revised Agreement shall be effective at the stated time. If you do not agree with any such amendment or modification, your sole and exclusive remedy is to terminate your use of the XSHOP Services and close your XSHOP Account. You agree that we shall not be liable to you or any third party for any modification or termination of the XSHOP Services, or suspension or termination of your access to the XSHOP Services, except to the extent otherwise expressly set forth herein.
7.6. Assignment. You may not assign or transfer any rights and/or licenses granted under this Agreement without the express written consent of Xshop, which shall be within its sole and absolute discretion. We reserve the right to assign or transfer our rights without restriction, including without limitation to any XSHOP affiliates or subsidiaries, or to any successor in interest of any business associated with the XSHOP Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
7.7. Severability. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed, interpreted, or deleted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
7.8. Change of Control. In the event that XSHOP is 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.
7.9. Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, XSHOP Account cancellation, debts owed to Xshop, the general use of the Website, disputes with Xshop, and general provisions, shall survive the termination or expiration of this Agreement.
7.10. Force Majeure. We shall not be liable for delays, failure in performance, or interruption of service which results directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, an act of civil or military authorities, an act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications, or Internet services, or network provider services, failure of 16 Last Updated February 2021 equipment and/or software, another catastrophe, or any other occurrence which is beyond our reasonable control.
7.11. English Language Controls. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided solely for your convenience. The meanings of terms, conditions, and representations herein are subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English. In the event of a discrepancy between the non-English version of this Agreement and this version of the Agreement, the English language version shall prevail.
7.12. Non-Waiver of Rights. This agreement shall not be construed to waive rights that cannot be waived under applicable country money transmission laws in the country where you are located.