Bequant Exchange Limited Terms and Conditions & User Agreement

This Agreement is between:

1. Bequant Exchange Ltd, a Malta-incorporated entity, is the operator of the Site and any Services and any reference to "Bequant", "BEQUANT" and/or “Company” shall mean a reference to Bequant Exchange Ltd (or where the context permits any affiliate entity to the Company, including subsidiaries and parent companies).

and

2. You (the “User”) as the user of this Site and/or Services

Introduction
Welcome to the User Agreement (hereinafter “Agreement” or “Terms and Conditions”) of Bequant Exchange Ltd. The provisions of this Agreement will govern your use of our Site (as defined below) and of our Services (as defined below), and you should therefore take some time to read the Agreement carefully. The purpose of the Site and Services is to provide our users with services that allow users to trade certain virtual and fiat currencies (the “Service”). The Service does not issue virtual and fiat currencies to its users; rather, the Service merely provides a means for users to conveniently trade or otherwise deal with their existing virtual and fiat currencies. Should you have any questions or comments regarding our Site or Services, please feel free to contact us at: [email protected].

Definitions & Interpretation:

Service(s) means and includes all services and offerings made or accessed via the Site, via an electronic API, including but not limited to the Financial Information Exchange (FIX) protocol, along with any ancillary services.

Materials means images and content, including, but not limited to, text, software, images, graphics, data, messages, or any other information made available via the Site or any other website content owned, operated, licensed, or controlled by the Company .

Site means the Website.

Website means any website located at the Bequant.io domain (including but not limited to api.bequant.io and www.bequant.io).

Where first-person pronouns are used in this Agreement (such as us, we, our, ours, etc.) these provisions are referring to the Company. Where second-person pronouns are used in this Agreement (such as you and your, etc.) these provisions are referring to you as User and also apply if you log in using Member name or ID and password. Only logged-in Users may trade virtual or fiat currency via the Service or otherwise use certain of the Services.

UNDER THIS AGREEMENT

1. TERMS AND CONDITIONS

1.1. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND THE COMPANY.

1.2. BY ACCESSING THE SITE OR USING THE SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS AGREEMENT AND AGREE THAT YOUR ACCESS TO SERVICES REPRESENTS VALUABLE CONSIDERATION. If you do not agree with all of the terms of this Agreement, you must immediately cease access and use of all Services and use of the Site. You also warrant that you are over the age of eighteen (18) or the legal age for entering legally binding contracts under applicable laws. Misrepresentation of your age to gain access to our Site or Service is considered a breach of this Agreement and may constitute misrepresentation or computer misuse or other offences under applicable law.

1.3. You also warrant that you will not use the Site or Services in relation to any illegal or fraudulent activity and agree that you have taken legal advice and confirmed that your use of the Site and Services is lawful within your jurisdiction and is not prohibited nor does it otherwise violates the laws of your jurisdiction.

1.4. The Company reserves the right from time to time, to revise this Agreement at its sole and absolute discretion, by amending the terms on the Site and you agree that we may do so and that any such modifications or changes to this Agreement are in force and enforceable immediately upon publication and supersede any prior terms and that it is your responsibility to monitor the ”last modified” date of any terms in order to ensure that you understand current terms.

2. ACCESS AND USE GENERALLY

2.1. All Users may access certain public areas of the Site; however, only certain Services are available if you are signed in. You understand that all we are providing to you is access to our Services as we provide them (the “as is” basis) and we make no representations that our Site and Services will be available at all times or at any particular times or that any particular information will be available on the Site.

2.2. Responsibility for use of site.

2.2.1. You agree that you are solely responsible for the use and security of your sign-in identity and any associated passwords.

2.2.2. If you register with us as an individual user, you agree that you will use the Site and Services for your personal use only. If you register with us as an institutional user, you agree that you will use the Site and Services for commercial purposes only.

2.2.3. You agree that any use of the Site and Service shall be for the purposes expressly permitted and contemplated by this Agreement. You may not use the Site and Services for any other purposes, without our express prior written consent.

2.2.4. Control or use of your Account may not be transferred, leased, assigned or sold to a third party.

2.2.5. All we are providing you is a method by which periodically you can trade, and/or store certain virtual and fiat currencies and use the Services via the Site, and we make no representations or warranties concerning the value, stability, or legality of any such virtual currencies or the availability of our Services or any part thereof. See Exclusion of Liabilities section below.

2.3. Assertion of Unauthorised Access to an account.

2.3.1. If any person is reported or suspected of obtaining access to your Account or the Service in an unauthorised or fraudulent manner, the Company may terminate and/or suspend the account and access thereto and take all necessary and appropriate actions under applicable law. The Company shall not be liable for any losses arising from any such termination or suspension.

3. REGISTRATION DATA

3.1. In order to use the Service, you must create an account with us (your “Account”) and this will be used to store various virtual and fiat currency amounts as deposited by you.

3.2. In creating your Account, you may be asked to provide certain registration details and information so that we can verify your identity and complete our internal checks and client onboarding obligations and some of this information may be personal, private or related to 3^rd parties and associated parties (collectively "Registration Data"). You agree to provide true, accurate, current and complete information about yourself and you further agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are holding assets with us or using the site or our Services. This includes changes to residential status.

3.3. While we protect all personal information from inadvertent release or misappropriation using industry standard measures, you accept that we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers” and this includes loss or disclosure of your data.

3.4. You also agree that in order to facilitate the security of our Services set out herein and to provide safeguards in relation to our systems and guard against money-laundering and other unlawful activities we may disclose your data to the police, tax authorities, regulators, and our partners and associated companies in any part of the world. Please refer to our Privacy Policy for more information on the use of your personal information.

3.5. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Site and Services by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following any materially false disclosure, any failure to update your information or as a result of any suspension, termination or inability to use the Site or the Services.

3.6. You are responsible for any fees that the Company incurs with respect to your Account, together with our internal costs, plus interest on the amount owed. Interest is charged at the higher of a) 8% above the base lending rate announced by the European Central Bank from time to time or b) 1% per month or c) such rate as given to you by notice.

3.7. Your data is held in accordance with the Bequant Data Protection Agreement which all Users are required to sign.

4. BANK AND CUSTODIAL THIRD PARTIES

4.1. Bank account details (and any changes) are subject to verification of your bank account. Any changes in your bank account details may only be made from within your account and these will be subject to verification.

4.2. The Company may determine at its sole discretion the manner of bank verification which will be notified at the time of onboarding. The Company reserves the right to require re-verification at any time. The Company reserves the right to alter the manner of re-verification at any time. Re-verification of bank accounts may be subject to our standard charges.

4.3. Bequant uses fully regulated third-party handling agents for the receipt, handling and custody of fiat currency funds. It is your responsibility to ensure that you are transferring any fiat currency funds to the account provided by Bequant. Bank account details along with instructions for paying in fiat currency deposits can be found on the Website.

4.4. You also assume the risk that any bank transfer may be blocked, delayed or suspended by a transmitting or receiving bank and the risk of bank insolvency and that you may not meet any margin or other call as a result and the Company accepts no liability for late deposit even if the Company has been advised to expect receipt of funds.

4.5. Custodial Risk: The Company may at its absolute discretion delegate certain custody services to third party service providers or to any other person as a sub-custodian or otherwise to hold Cryptocurrencies, which may be unaffiliated and/or affiliate Companies including unregulated Companies which may be located inside or outside the EEA and whilst the Company will exercise all reasonable skill and care in the selection, appointment and periodic review of these affiliates, agents and any service providers, the Client agrees and understands that the Company will not be held liable for any acts or omissions of these third party service providers, including cases of dissolution or insolvency or failures in custodianship. The Client will remain the beneficial owner during any such custodianship and the Client understands and agrees that in accordance with his/her beneficial ownership thereof, the Client will not be able to sell it part or whole, loan it and/or use it in any other way except for the specified purposes and manner stated herein and is not be entitled to any interest regarding cryptocurrencies or fiat currencies howsoever calculated.

4.6. Risk of liquidity with exchanges: The Client understands that the Company alone is not able to provide market liquidity and that this is dependent upon the entire market as a whole and the liquidity provided by counterparty exchanges and the client understands that without liquidity, trading on exchanges may be delayed, difficult or not possible particularly when markets are volatile and the Client expressly accepts this risk.

5. BEQUANT MARKET DATA

5.1. You understand and agree that, due to technical and other restrictions, the virtual and fiat currency values displayed on our Site and other market data may be delayed and therefore not reflect the current, live market value of such currency and that the Company holds no liability for any such data deficiencies.

5.2. Bequant's market data is valuable and proprietary and to the extent that you receive access to such data, you hereby agree that you will not redistribute, retransmit, duplicate, publish or otherwise make such data available in any way to third parties, either through automated, manual, or any other means, for any purpose including for the purpose of generating revenue, either directly or indirectly.

5.3. You agree that we are not responsible for any adverse consequences that you may experience, or costs that you may incur, arising from any delay, inaccuracy, lapse, failure, outage, or error in receiving live market value date from Bequant.

6. IMPROPER USE AND TAINTED CURRENCIES

6.1. We take financial crime very seriously. Discovery that any User or Account has received or is sending (or intending so to do) Crypto or Fiat currencies that are the proceeds of crime (or otherwise unlawfully received funds or funds in used in violation of any laws) will result in the notification of the appropriate law enforcement agencies and may result in suspension or termination of such the Account. In such event, any payment or fees you may have made to the Company will be forfeit. We reserve the right to levy addition charges to cover our costs in such circumstances. We will, in our sole and absolute discretion, cooperate with law enforcement upon legal request and/or upon advice of our lawyers. We hereby disclaim any liability for any User’s damages that may arise from these actions.

7.

Exclusion of Liability

7.1. The Company disclaims any and all liability arising from fraudulent entry into and use of the Site, Service, and other Services (including, but not limited to, liabilities arising from trades executed through your Account using your supplied sign-in identity and passwords, even if you subsequently assert that this was not done with your consent or permission).

7.2. To the maximum extent permitted by law, the Company disclaims all liability for loss or damage howsoever incurred by you because of
a) your use of our Services or the site; &/or
b) use of your Sign-in Identity and Password; &/or
c) for any unavailability of any of our Services for any reason; &/or
d) your failure to understand the nature and volatility of virtual currencies or the market for such currencies; &/or
e) any bank transmission delays or losses of interest.

7.3. From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Site, Service, or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Site or Services.

7.4. You acknowledge and agree that you access and use the Services and the Site at your own risk and you expressly agree to assume & acknowledge your sole liability for the following risks:
a) That the risk of loss in trading virtual currencies such as Bitcoin (collectively, “Digital Assets”) is substantial and that you may make large losses over a short period of time for which you are liable;
b) that both price and liquidity of Digital Assets is subject to large fluctuations and may be subject to large fluctuations in the future;
c) That Digital Assets are not legal tender, not backed by any government, and accounts and value balances are not subject to Deposit Insurance Schemes or Securities Investor Protection;
d) That legislative and regulatory changes or actions at the country or international level may adversely affect the use, transfer, Service and value of Digital Assets;
e) that transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental transactions may not be recoverable.
f) that some Digital Assets transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that the customer initiates the transactions;
g) that the value of Digital Assets fluctuates and depends upon the continued willingness of market participants to exchange fiat currencies for Digital Assets, which may result in the potential for permanent and total loss of value of a virtual currency should the market for that virtual currency disappear;
h) that there is no assurance that a person who accepts Digital Assets as a payment today will continue to do so in the future;
i) that the nature of Digital Assets leads to an increased risk of fraud or cyberattack;
j) the risk that technological difficulties experienced by the Company, despite its best efforts, may prevent the access or use of your Digital Assets;
k) that any bond or trust account we may hold for your benefit may not be sufficient to cover all losses incurred by you.

7.5.

You agree that we are not responsible for any adverse consequences that you may experience, or costs that you may incur, arising from any lapse, failure, outage, or error in receiving live market value date from Bequant.

7.6. Without our express prior written authorization, you may not:
(i) duplicate any part of our Site or the Materials contained therein or via the Services (except as expressly provided elsewhere in this Agreement);
(ii) Frame or utilize any similar techniques in connection with our Site or any of the Materials contained therein;
(iii) Circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft or distribution of usernames and passwords or use of another person’s username and password in order to gain access to a restricted area of the Site);
(iv) Use any Material or information on our Site or included in our Services in any manner that infringes our copyright;
(v) Use any name similar to Bequant or Safequant or otherwise infringe upon any of our trademarks (registered or otherwise), design rights, patents, trade secrets or other proprietary right of any party;
(vi) Upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files to our site or otherwise use any other similar software or programs that may damage the operation of our computers and systems or those of our clients or partners;
(xxii) Do anything that may adversely affect proper operation of the Site, the Services and/or the reputation and goodwill of the Company.

7.7. By using the Site, Service or Services, you expressly acknowledge and agree that:
(i) Such use of the Site, Service, and Services is at your own and sole risk;
(ii) Any material and/or data downloaded or otherwise obtained through the use of the Site and Services or any of the Materials contained therein is done at your own discretion and risk;
(iii) you are solely responsible for protecting your computer systems and that we are not liable for any damage to your computer system or loss of data that results any corruption or lack of integrity of our Site or Services or data from the Site;
(iv) you are solely responsible for checking the accuracy of the data on our site and in particular market data values;
(iii) The Site, Service, and Services, and all materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
(iv) Bequant makes no representations or warranties that the Site, and Service, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free or that market data is up to date;
(v) Bequant make any representations or warranties as to the quality, suitability, truth, usefulness, accuracy, or completeness of the Site, Service, and Services or any of the Materials contained therein;
(vii) Bequant is NOT responsible for the virtual currency market, and Bequant makes no representations or warranties concerning the value of virtual currency of any kind;
(ix) Bequant is not responsible for any use of confidential or private information obtained by users or third parties in breach of GDPR obligations imposed on them.

7.8. The warranties and representations expressly set forth in this Agreement are the only warranties and representations made by Bequant with respect to this Agreement and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

8. INDEMNIFICATION & RELEASE

8.1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of your breach of this Agreement. We reserve the right to participate in the defence of such claim or choose our own legal counsel, but are not obligated to do so.

8.2. Save as permitted to the maximum extent by applicable laws, in no event shall Bequant (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the Site, Service, Services, or any of the materials contained therein, even if we have been advised of the probability of such damages.

9. GENERAL CLAUSES

9.1. FORCE MAJEURE
We will not be liable for our failure to perform any obligations under this Agreement due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.
Events (“Force Majeure Events”) beyond our control include, but are not limited to, acts of God or nature (such as flood, earthquakes, storms etc), utilities or software outages, terrorism, acts of Government, hacking, war, riot, arson, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, or other unforeseeable events which substantially alter our ability to perform Services hereunder. In the event of a Force Majeure Event lasting for more than 5 working days, we have the right to cancel this Agreement, upon notice, effective upon the earlier of (i) the date upon which we are unable to provide our Services hereunder; or (ii) the date of notice. No liability shall arise to us where we are unable to provide Services as a result of the Company suffering a Force Majeure Event.

9.2. Notices:
All notices and communications given under this Agreement must be in writing and will be delivered via your account or via your last provided email or contact details as set out in your account profile. You should sign in regularly to ensure that you have received notices (including updated terms and conditions). We may also opt to send you emails personally, sent by post or sent by email to the address or email address set out in the Schedule (or at such other address as notified from time to time by the party changing its address).

9.3. Reliance:
The parties have not relied on any representation, warranty or agreement relating to the matters dealt with in this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the date of this Agreement.

9.4. Amendment:
The Company may update these terms and conditions by providing notice of new terms via your account.

9.5. Waiver:
No exercise or failure to exercise or delay in exercising any right or remedy will constitute a waiver by that party of that or any other right or remedy available to it.

9.6. Assignment
The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign this Agreement without our prior written consent. We may assign this Agreement and our rights and obligations hereunder at any time upon written notice to you.

9.7. Severability:
If any provision of this Agreement becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

9.8. Counterparts:
This Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute the same Agreement. A party may enter into this Agreement by signing and sending (including by email) a counterpart copy to each other party.

9.9. Maximum Liability
In no event shall our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by you for use of the Site or Services for a period of more than three (3) months from the accrual of the applicable cause or causes of action.

9.10. Right of Set Off
To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to Us by you for your breach of this Agreement or other obligations under this Agreement against funds in your Account.

9.11. No Agency
Nothing in this 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;

9.12. Complaints
If you would like to contact us with a complaint, please contact Customer Support via e-mail using the email address associated with your account, or you may write to Customer Support at Bequant Exchange Ltd., 2, America House, London, EC3N 2LU, United Kingdom, or email [email protected].

9.13. Headings
All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

9.14. Complete Agreement
This Agreement, together with our Privacy Policy & other Bequant Policies and Agreements constitute the entire agreement between the parties with respect to your access and use of the Site, Service and the Materials contained therein. All implied terms are excluded to the maximum extent permitted by law.

9.15. Governing law and jurisdiction:
This Agreement will be governed by English law, and the parties submit to the exclusive jurisdiction of the English courts. US court jurisdiction and jury trial is excluded.