User Agreement

THANK YOU FOR CHOOSING NEXGET.IO (the “Site”).

This User Agreement (hereinafter may also be referred to as “Agreement”) is an electronic agreement between you (hereinafter referred to as “you” and/or “User”) and NexGet (as defined in Section 1 below), that applies to your use of this Site, the Platform, our mobile applications and all the services, products and content provided by NexGet.

The text of this User Agreement in English language is permanently located at https://nexget.io/user-agreement/ and contains all essential conditions of the  offer of NexGet, including references to all essential parts of this Agreement. By registration on the Site, you acknowledge and agree that you have read, understood, and completely agree to be bound by this Agreement in effect, with possible subsequent amendments and alterations to it.

THE PRESENT OFFER IS CONSIDERED TO HAVE BEEN ACCEPTED PROPERLY IF YOU FOLLOW THE STEPS LISTED BELOW:

  • GET FAMILIARIZED WITH THE CONDITIONS OF THIS USER AGREEMENT AND PRIVACY POLICY ALL ITS ESSENTIAL PARTS (WITH ANY AMENDMENTS AND/OR ALTERATIONS THERETO);
  • PROVIDE COMPLETE AND ACCURATE INFORMATION INCLUDING LOGIN, EMAIL AND PASSWORD AT Nexget.io
  • PUT THE REQUIRED SYMBOL IN THE SPECIAL BOX BELOW THE TITLE ‘I ACCEPT THE CONDITIONS OF THE USER AGREEMENT’ IN THE REGISTRATION FORM;
  • PRESS THE “Create account” AFTER COMPLETION OF THE REGISTRATION FORM, WHICH SIGNIFIES YOUR ACCEPTANCE AND UNDERSTANDING OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT.

AFTER YOU PRESS THE “Create account” BUTTON AND CONFIRM YOU EMAIL ADDRESS, THE REGISTRATION PROCESS IS CONSIDERED COMPLETED AND THE TERMS AND CONDITIONS OF THE AGREEMENT (AS DEFINED IN SECTION 1 BELOW) ARE CONSIDERED OBLIGATORY AND APPLICABLE TO YOU. 

ATTENTION: IF YOU DO NOT AGREE WITH THE CONDITIONS OF THIS USER AGREEMENT, PLEASE DO NOT REGISTER ON Nexget.io AND DO NOT USE THE PLATFORM AND/OR THE SERVICES PROVIDED THROUGH THE MENTIONED WEB-SITE.

1. TERMS AND DEFINITIONS

In addition to the other terms defined elsewhere in this User Agreement, the following terms shall have the meanings ascribed to them below:

“Agreement” means the present User Agreement with its essential and integral parts, as may be amended and/or altered from time to time in accordance with their terms.

Essential and integral parts of the present User Agreement are:

  • Privacy policy can be found at nexget.io/cookie-and-privacy-policy/;
  • any other specific agreements, terms of use etc., concluded by NexGet, where it is directly stimulated by NexGet in the text of such agreements, terms etc., that these documents are essential parts of the present Agreement; inter alia, this relates to the below mentioned documents: 

“Account” means a functional part of the Platform that enables You to control your Funds.

“Aggregate Data” means the trading data and/or other information about your trading provided by you to the Platform and/or NexGet, in the aggregate.

“Business Day” means any calendar day other than Saturday, Sunday or any other day on which credit institutions are authorised to close in Estonia.

“Confidential Information” means any information that you receive or learn as a result of receiving NexGet’s products and/or Services, or otherwise as a result of your access and use of the Platform, which is confidential or proprietary to NexGet, its Affiliates, and/or its third party licensors (including any Third Party Technology Provider), including any information derived from, or relating to, any NexGet’s products and Services or the Platform and concerning NexGet’s business operations, business plans, pricing, fee schedule(s), commission, financial data, technology, regardless of whether or not such information is designated as confidential.

“Cryptocurrency” means a digital asset designed to work as a medium of exchange that uses strong cryptography to secure financial transactions, control the creation of additional units, and verify the transfer of assets.

“Currency” means Cryptocurrency.

“Currency Pair” means any two Currencies that are available to trade through the Platform to comprise a Transaction.

“Data” means all data and other information accessible from or generated by or through the Platform and/or otherwise provided to you by NexGet hereunder, including, without limitation, information regarding bids, offers, pricing, trading volume, block trades and liquidity.

“Deposit” and any term derived means an operation involving a transfer of Funds to the Account excepting the “deposits” referred to in the Credit Institutions Act of Estonia.

“NexGet” (also referred to as “we”) means NexGet, Get-Net Global OÜ, is an Estonian private limited company, registered under registry code 12930572, whose legal address is Harju County, Tallinn, Kesklinna city district, Siduri str. 7, 11313.

Depending on the context, for the purposes of this Agreement NexGet may also mean services, products, web-sites, content and other materials, provided by NexGet.

“Exchange Rate” means the value of one Currency for the purpose of conversion to another.

“Fees” mean any rewards, charges and/or commissions paid to NexGet by Users, which are established by NexGet.

“Funds” mean the amount of Cryptocurrency which is placed into the Account and used during the execution of Transactions.

“IP Rights” means all rights in and to: (i) the Site (and each component thereof); (ii) any and all of the Data; and/or (iii) all modifications, including custom modifications, whether made by or with the assistance of you or any other Person, to any of (i) and (ii), including in each case all patents, utility models, trade and service marks, rights in designs, get-up, trade, business or domain names, copyrights (whether registered or not and any applications to register or rights to apply for registration of any of the foregoing), rights in inventions, look and feel, software (frontend and back-end), know-how, techniques, methodologies, trade secrets and other confidential information, rights in databases and all other intellectual property rights and proprietary rights of a similar or corresponding character, which may now or in the future subsist in any part of the world and any rights to receive any remuneration in respect of such rights.

“Law” means all applicable laws, regulations, judgments, decrees, treaties, ordinances, orders and rulings, interpretations and statements of policy of any Governmental Authority or regulatory or self-regulatory organization, authority, agency or body, in each case which has jurisdiction over NexGet, the User, or their respective operations.

“Order” is a bid or offer entered through the Site, which expresses the User’s firm willingness to enter into a Transaction with NexGet and which the User intends to be matched through the Site with an order from NexGet.

“Parties” mean NexGet and the User.

“Person” means an individual, partnership, limited partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust or joint venture, or a Governmental Authority or political subdivision thereof. Person also means the Person’s Representatives, successors or permitted assigns.

“Personal Cabinet” means a set of protected pages created as a result of the User registration on the Platform, using which the User can place Orders for further execution of Transactions with NexGet.

The Personal Cabinet reflects information about placed and cancelled Orders, closed Transactions, available funds and/or Cryptocurrency and other information determined by the functions of the Site.

“Personal Data” means information that enables to identify an individual, such as name, surname, e-mail address, trading information and crypto payment details. “Personal Data” does not include anonymized and/or aggregated data that does not identify a specific User.

“Platform” means the NexGet’s trading platform, accessible using the internet and/or telecommunications networks.

“Privacy Policy” means rules of collection, storage, distribution and protection of Personal Data that NexGet gets from the Users and that is an essential part of the Agreement, which text in English language is available at https://nexget.io/user-agreement/

“Representative” means a Person’s officers, directors, members, managers, employees, agents and/or any individuals authorized by the Law, constitutional documents, power of attorney or similar document.

“Site” means a set of information, texts, graphic and design elements, pictures, photo, video and other intellectual creations, as well as a set of computer programs contained in the information system, which ensures the accessibility of this information at www.nexget.io.

“Services” mean all and any service provided by NexGet.

“Term” means the term of this Agreement that shall commence upon acceptance by you of this Agreement according to the procedure defined in the recitals of this Agreement and shall continue as long as you are authorized to use the Platform by NexGet, subject to any earlier termination in accordance with this Agreement.

“Third Party Technology Provider” means a party, third party software and/or technology provider, whose products or services might assist NexGet in providing the Site or the Platform to the User.

“Transaction” means a Spot Transaction entered into through the Platform.

“User” means any Person, who uses the Site and/or the Platform and has concluded this Agreement with NexGet.

“User Account Data” means the User’s data necessary to access and use the Platform – login, password, email and other data indicated during the registration process, as well as after it.

“Withdrawal” and any term derived means an operation involving a transfer of Funds from the User’s Account.

Other undefined terms and definitions that can be found in the text of this Agreement should be construed by the Parties in accordance with the laws of Estonia.

Clause, schedule and paragraph headings do not affect the interpretation of this Agreement. The titles of different sections (articles) of the Agreement have been put with the only objective to make the text more comfortable for the reader and do not have any literal legal effect.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words “without limitation” following them.

Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

2. SUBJECT MATTER OF AGREEMENT AND ELIGIBILITY

2.1. Subject Matter of Agreement

Under this Agreement, NexGet renders to the Users the following services:

  • grants access to the Platform in order to carry out Transactions, Store Currency, Deposit and Withdraw Currencies;
  • grants access to the Site, as well as to the Personal Cabinet and Account within the Platform;
  • provides information necessary to use the Platform and carry out Transactions.

NexGet may render hereunder other services specified in this Agreement and/or which are from time to time made available on the Site or within the Platform.

NexGet also maintains the right to select markets and jurisdictions to operate and may restrict or deny the Services in certain countries at its sole discretion (please refer to clause 2.2 below for more information).

2.2. Eligibility

2.2.1. By registering a Personal Cabinet, you represent and warrant that you:

(a) are at least 18 years old or of legal age to form a binding contract under applicable Law;
(b) are an individual, legal person or other organization with full legal capacity and authority to enter into this Agreement;
(c) have not previously been suspended or removed from using our Services and/or the Platform; and
(d) if you are entering into this Agreement on behalf of a legal entity of which you are an authorized Representative, you represent and warrant that you have all necessary rights and authority to bind such a legal entity with obligations hereunder.

2.2.2. Please kindly consider that your use of the Services, the Site and the Platform is subject to international control requirements and requirements of economic sanctions. While sending, receiving, trading or keeping Cryptocurrency through the Platform, you agree to be compliant with such requirements. You are not allowed to participate in Transactions through the Platform or use any of the Services if:

  • You are in, under the control of, or a resident, or a national of one of the FATF high-risk and other monitored jurisdictions, or jurisdiction that prohibits the use of Cryptocurrencies, or other jurisdiction, which has strategic deficiencies in its anti-money laundering and countering the financing of terrorism regimes that pose significant threats to the financial system of the EU under Commission Delegated Regulation (EU) 2016/1675, or that is subject to the United Nations Security Council Sanctions List (each a “Sanctioned Country”), or if you are a person on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, or the EU or HM Treasury’s financial sanctions regime (a “Sanctioned Person”); or
  • You are a resident and/or a national of the United States of America or a legal entity whose authorized capital is owned by U.S. citizen and/or resident provided that amount of the latter’s share is 10 or more percent; or
  • You are in, under the control of, or a resident, or a national of unrecognized country, or territory, or a jurisdiction requiring obligatory national license for Cryptocurrency exchange business, or special registration, which NexGet might not have; or
  • You are the Person who fails to meet any User due diligence standards, requests, or requirements of NexGet, or otherwise appear to be of high risk, including but not limited to any of the foregoing factors.

Depending on the User’s place of residence, there might be other factors which might limit a User in using the Services fully or in part. It is your responsibility to follow those rules and Laws in your place of residence and/or place from which you access the Site and/or the Platform.

In addition, NexGet reserves its right to restrict or prohibit the use of the Platform and/or the Services for certain jurisdictions if applicable law, as well as to apply enhanced due diligence measures in relationship to Persons who are in, under the control of, or are residents, or nationals of one of the sanction risk jurisdictions.

 

3. PERSONAL CABINET

3.1. General.

Access to the Platform, Account (-s) and Services is granted only through the Personal Cabinet. In order to create the Personal Cabinet, you have to complete all registration procedures foreseen by this Agreement and provide NexGet with all the required User Account Data.

3.2. Registration

To register, you must provide NexGet with your User Account Data, as well as accept this Agreement and Privacy policy and the Fees. You agree to provide complete and accurate information when registering with NexGet and agree to promptly update any information you shall provide to NexGet so that such information is complete and accurate at all times.

Unless otherwise agreed separately between NexGet and the User in writing, each registration is for a single User only and any User may only access the Platform and its Account through the Personal Cabinet. Any breach of the mentioned requirement shall be treated as essential breach of this Agreement. Should the User be a Person other than individual, such User shall be allowed to act through its Representative for the purpose of access to the Platform, its Account and its Personal Cabinet.

Non-compliance with provision of this Clause 3.2 will be considered as violation of this Agreement.

NexGet may, in its sole discretion, refuse in registration and creation of your Personal Cabinet.

3.3. Personal Cabinet Usage Requirements

Subject to clause 3.2 of this Agreement, a Personal Cabinet can only be used by the Person whose name it is registered under. NexGet reserves the right to suspend, freeze or cancel Personal Cabinets in case of suspicions that they are used by Persons other than the Persons whose names they are registered under, unless the Parties have agreed otherwise in writing. You shall immediately notify NexGet if you suspect or become aware of unauthorized use of your user name, password or any other User Account Data. NexGet shall not be liable for any loss or damage arising from any use of your Personal Cabinet by you or by any third party (whether or not authorized by you).

3.4. Personal Cabinet Security

You are responsible for setting up a username and password during the registration process. You are also entitled to change the password at any time after the registration process is completed. You commit to safeguard password and other User Account Data from unauthorized access of third parties and you are the one to determine the best way to save this data and to take steps in order to prevent it from illegal or unauthorized disclosure or usage. 

You agree to consider your User Account Data as confidential information and not to disclose such information to any third party. You also agree that you are alone responsible for taking necessary safety precautions to protect your own Personal Cabinet and User Account Data and consequences triggered by non-compliance with the mentioned requirements.

By creating a Personal Cabinet, and concluding this Agreement, you hereby agree that:

  • you will notify NexGet immediately if you are aware of any unauthorized use of your Personal Cabinet and User Account Data by any Person or any other violations to the security rules; until NexGet receives the corresponding message from you, all the actions made from your Personal Cabinet will be considered as made by you as the holder of the Account;
  • you will strictly observe the security, authentication, dealing, charging, Withdrawal mechanism or procedures of the Site;
  • and you will log out from the Site by taking proper steps at the end of every visit.
4. ACCOUNT

4.1. General Provisions

After registration on the Platform, you get access to your Account through the Personal Cabinet. You can operate personally using your Account and the Personal Cabinet, as well as instruct the Platform to execute operations with your Account automatically.

All the Funds transferred to the Account belong to you. Interests do not apply to the remainder amount of Funds in your Account, and NexGet is not committed to pay the above mentioned interests.

All Account operations are carried out at your request made in a proper way through the Platform using your Personal Cabinet. NexGet does not accept Orders or requests on carrying out any operations with your Account from third parties except otherwise is stipulated by this Agreement or other agreements between the Parties.

NexGet indicates in the Personal Cabinet the information necessary for Depositing and Withdrawal of Funds.

4.2. Depositing Funds to Your Account

Please kindly notice and consider that NexGet is not a credit institution within the meaning of the Credit Institutions’ Act either may not accept funds from public as the deposit. NexGet only keeps a record of the Funds transferred to the Account.

To deposit the Account, you have to transfer Funds according to the crypto payment details indicated by NexGet in your Personal Cabinet. 

Transfer of Funds during the Account Depositing, as well as while executing Transactions between you and NexGet, might be carried out by third parties (electronic money institutions, payment service providers, banks etc.). NexGet shall not bear any liability for actions of such third parties. You shall be responsible for paying commissions and service fees related to the transfer of Funds, as well as you shall assume the risks of indicating incorrect payment details.

The Account is considered to be deposited when the corresponding amount of Funds enters the respective User’s Account on the Platform. The amount of confirmations required for the purposes of full transfer of Cryptocurrency to the Account may vary from the amount of confirmations required for the purposes of reflecting Funds on the Account according to the information mentioned in the respective section of the User’s Personal cabinet on the Platform, and in the mentioned case NexGet shall not be liable for any preliminary notifications to Users as regards such changes.

NexGet is entitled to set and vary maximum and minimum limits for Deposits and Withdrawals of Funds at its own discretion. NexGet shall not be liable for any preliminary notifications to the Users as regards such changes. At this (i) if the Account is Deposited in the amount that is less than allowed minimum for deposits, Funds shall not be credited to the User’s Account on the Platform, as well as shall not be transferred back to the User; (ii) deposits which are below the required minimums shall not be summed up.

4.3. Withdrawing Funds from Your Account

To Withdraw Funds from your Account, you have to fill the corresponding form in your Personal Cabinet. After filling in details and Two-Factor-Authentication code you may confirm the withdrawal operation. In case you deny or do not confirm the Withdrawal, the Funds will remain in the Account.

Any confirmed Withdrawal is irrevocable and, therefore, may not be revoked.

4.4. Suspicious Activity

If you discover suspicious activity or operations, including but not limited to unknown Deposits and Withdrawals of Funds, made to/from your Account that were not initiated by you, you will immediately notify NexGet about such activities and/or operations and will follow the instructions sent by NexGet. Otherwise, NexGet reserves the right to freeze the Account until the end of investigation.

 

5. TRADING

5.1. General Provisions

You acknowledge and agree that Transactions you enter into through the Platform will be with NexGet where NexGet will engage in transactions before, after or simultaneously with your entry of an Order.

We will act as principal on our own behalf and not as an agent on your behalf. Dealings with you will be carried out by us on an execution-only basis. We will not give you investment advice on any aspect of your trading with us. We are not under any obligation to satisfy ourselves as to the suitability of your trading with us or to monitor or inform you as to the performance of any Order. You trade entirely at your own risk.

We will not provide you with any tax advice. You will be responsible at all times for the payment of all taxes due as a result of your trading with us and for providing any relevant tax authority with any information that is requested from you.

It is brought to your attention that you may be subject to taxes and costs that are not imposed by us or paid via us. It is your responsibility to ensure the payment of all taxes as they fall due.

You recognize that an Order shall only be submitted by you after careful consideration and understand and accept consequences of its execution.

We shall not accept or execute an Order submitted by you unless your Account contains sufficient Funds to cover the Order that you wish to place and you are not otherwise in breach of this Agreement.

5.2. Trading Mechanics

You may submit an Order online via the Platform. We shall not accept and shall not be under any obligation to execute any Order submitted other than by these means. The Platform will be open for trading 24 hours a day other than in cases of emergency, suspension or for planned maintenance work (the “Trading Hours”). Outside the Trading Hours, the Platform may not be accessed by you, no Orders may be placed and no Transaction will take place.

Your Order is registered on the Platform after verifying the availability of the required amount of Funds on your Account. NexGet controls the possibility of Users to carry out Transactions and by this reduces the risk of non-execution of the User’s obligations under separate Transactions. The Platform does not register the Order if the Account does not have enough Funds for the purposes of executing a particular Transaction.

The prices on which you can trade with us will be the prices we obtain on the Platform for the Currency Pair that you wish to trade. 

Each Transaction on your Account will be binding on you notwithstanding that by submitting an Order you may have exceeded any limit applicable to your trading with us.

Such actions as placing Orders, calling them back and closing the Transactions are reflected in the User’s Personal Cabinet.

The information about the closed Transaction is available for all the Users during a period of time determined by NexGet.

 

6. TYPES OF ORDERS
  • Limit Buy Order

A Limit buy Order represents the User’s offer to buy a certain amount of Funds at the Exchange Rate set by the User.

To place a Limit buy Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to buy and setting the Exchange Rate for such purchase.

A Limit buy Order can be executed at a lower Exchange Rate than the one indicated in the placed Order. A Limit buy Order cannot be executed at a higher Exchange Rate than the one indicated in the placed Order.

  • Limit Sell Order

A Limit sell Order represents the User’s offer to sell a certain amount of Funds at the Exchange Rate set by the User.

To place a Limit sell Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to sell and setting the Exchange Rate.

  • Market Buy Order

A market buy Order represents the User’s offer to buy a certain amount of Funds without setting the Exchange Rate.

To place a market buy Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to buy.

The Order will be executed at the lowest Exchange Rate proposed on the Platform.

NexGet reward for the operation (in accordance with the Fees) will be charged immediately at the moment of Transaction closing.

  • Market Sell Order

A market sell Order represents the User’s offer to sell a certain amount of Funds without setting the Exchange Rate.

To place a market sell Order the User has to fill the corresponding form in the Personal Cabinet indicating the amount of Funds to sell.

The Order will be executed at the highest Exchange Rate proposed on the Platform.

NexGet reward for the operation will be charged immediately at the moment of Transaction closing.

 

7. PREVENTION OF ILLEGAL SITE AND PLATFORM USE

When accessing or using the Platform and/or the Services, you agree that you will not violate any law, contract, IP rights and/or other third-party right or commit a tort, and that you are solely responsible for your conduct while using our Platform and Services. Without limiting the generality of the foregoing, you agree that you will not:

  • Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
  • Use our Services to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;
  • Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
  • Use or attempt to use another User’s Personal Cabinet or Account unless you are the Representative of such other User;
  • Attempt to circumvent any content filtering techniques we employ, or attempt to access to any service or area of our Services or the Site or the Platform that you are not authorized to access to;
  • Develop any third-party applications that interact with our Services without our prior written consent;
  • Provide false, inaccurate, or misleading information;
  • Advertise products on the Site without any type of an additional specific agreement between you and NexGet on this matter;
  • Encourage or induce any third party to engage in any of the activities prohibited under this Section 7 of the Agreement or forbidden by the Law.
8. RISK WARNING AND ACCEPTANCE BY USER

The trading of Cryptocurrencies involves significant risk, among others significant loss of funds arising from your trading on the Platform, Prices can and do fluctuate on any given day. Such price fluctuations may increase or decrease the value of your assets at any given moment. Any currency – virtual or not – may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market.

Cryptocurrency trading also has special risks not generally shared with Fiat money and/or goods and/or commodities. Unlike most Fiat money, which are backed by governments or other legal entities, or by commodities such as gold or silver, Cryptocurrencies are a unique type of currency, backed by technology and trust. There is no central bank that can issue more currency or take corrective measures to protect the value of Cryptocurrencies in case of a crisis.

The trading of Cryptocurrencies is often susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in Cryptocurrencies because of unexpected changes imposed by software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling.

There may also be additional risks that we have not foreseen or identified in this Agreement.

In light of the abovementioned, you understand that all the operations with Cryptocurrencies have irreversible character and that Funds acquired during the Transaction can be returned only on the basis of additional specific agreement. You cannot cancel, reverse, or change any Order marked as complete.

You acknowledge that you have been informed and that you understand and agree that: none of NexGet, the NexGet Parties nor any of their respective Third Party Technology Providers shall, directly or indirectly, be responsible for, have any liability or obligation in respect of, or otherwise guarantee, the performance or settlement of any Transaction entered into by you through the Platform, and no NexGet Party or Third Party Technology Provider shall have any liability to the User or any other Person for any Transaction executed through the Platform.

 

9. INTELLECTUAL PROPERTY AND LIMITED RIGHT OF USE

9.1. Intellectual Property

You acknowledge and agree that NexGet is the sole owner (except to the extent owned by third-party licensors (including any Third Party Technology Providers)), of all rights, title and interest in and to the IP Rights. You shall not obtain any rights in or to the IP Rights, except for those limited rights licensed to you by NexGet in clause 9.2. 

You shall take all steps necessary to maintain the confidentiality of all documents and material provided by NexGet or any of its third-party providers (including any Third Party Technology Providers) with respect to the Site, the Platform and each component thereof. You shall not:

  • alter, maintain, enhance or otherwise modify the Site and the Platform; 
  • disassemble, decompile, reverse-engineer, copy, bug fix, correct, update, transfer, broadcast or create derivative works based on the Site and/or the Platform; nor 
  • otherwise take express action to discover any equivalent of the Site and/or the Platform.

You acknowledge and agree that NexGet shall use information regarding your identity and use of the Site and the Platform in accordance with its Privacy policy, as may be amended from time to time by NexGet in accordance with the terms thereof. You acknowledge and agree that NexGet is the owner of the Aggregate Data and shall be permitted to manipulate, use, license and sublicense the Aggregate Data, in its sole discretion, provided that NexGet in good faith considers that any such disclosure of Aggregate Data will not likely identify you to a third-party viewer as the source of any specific trading data.

9.2. Limited Right of Use

Subject to your compliance with the terms and conditions of this Agreement, you are granted a limited, revocable, non-exclusive, royalty-free and non-transferable license to access and use the Site and the Platform during the Term for the purposes set out in, and in a manner consistent with, this Agreement.

All rights not expressly granted under these Agreement are hereby reserved. Accordingly, you are hereby prohibited from using the Services in any manner that is not expressly and unambiguously authorized by this Agreement.

Unless otherwise specified, all materials on this Site are the property of NexGet and are protected by copyright, trademark and other applicable Laws. You may view, print and/or download a copy of the materials from this Site solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.

The trademarks, service marks and logos of NexGet and others used in this Site and/or the Platform (“Trademarks”) are the property of NexGet. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on this Site and/or on the Platform belong to NexGet. The Trademarks and materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such materials on any other web-site or networked computer environment for any other purpose is strictly prohibited; any such unauthorized use may violate copyright, trademark and other applicable Laws.

 

10. USE OF OUR TECHNOLOGY

10.1. Control of Site and Platform

You acknowledge and agree that NexGet shall have sole discretion and absolute control over, and the right to modify at any time, the Site’s and the Platform’s functionality, configuration, appearance and content, including: (i) the parameters and protocols by which Orders and Transactions are placed, routed, matched or otherwise processed on the Platform; and (ii) the availability of the Site and the Platform to you or with respect to particular Currency Pairs or Transactions at any particular places, times or locations.

10.2. Site Availability

We do not represent that this Site and/or the Platform will be available 100% of the time to meet your needs. We will strive to provide you with the Service as soon as possible, but there are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors, omissions or a loss of transmitted information.

We will use reasonable endeavours to ensure that the Site and/or the Platform can be accessed by you in accordance with these Agreement. However, we may suspend use of the Site and/or the Platform for maintenance and will make reasonable efforts to give you notice of this. You acknowledge that this may not be possible in an emergency, and accept the risks associated with the fact that you may not always be able to use the Site and/or the Platform or carry out urgent Transactions using your Account.

10.3. External Websites

NexGet makes no representations whatsoever about any external or third-party website you may access through the Site. Occasionally, NexGet’s website may provide references or links to other websites (“External Websites”). We do not control these External Websites or third-party websites or any of the content contained therein. You agree that we are in no way responsible or liable for the External Websites referenced or linked from the NexGet’s Site, including, but not limited to, website content, policies, failures, promotions, products, opinions, advices, statements, prices, activities and advertisements, services or actions and/or any damages, losses, failures or problems caused by, related to, or arising from those websites. You shall bear all risks associated with the use of such external content and External Websites.

External Websites have separate and independent terms of use and related policies. We request that you review the policies, rules, terms and regulations of each website that you visit. It is up to you to take precautions to ensure that whatever you select for your use is free of items such as viruses, worms, Trojan horses and other items of a destructive nature.

10.4. Security and Viruses

Any use of the Internet may be subject to a virus attack and/or communication failure. NexGet shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, Trojan horses, worms or other malware that may affect your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. NexGet recommends that you use a reputable and available virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from NexGet, as SMS and emails are also vulnerable to phishing and spoofing and additional viruses. It is advisable that you log into your Personal Cabinet through the Site only and avoid using inauthentic communication advising you options to log in.

10.5. Website Accuracy

Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, its content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.

In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable Law, 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 before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.

As mentioned in clause 10.3 above, links to third party materials (including without limitation any 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 such third party materials accessible or linked to or from the Site.

10.6. Users’ Content

Should you upload any content on the Site, including without limitations, any text, photo, or other material, you represent and warrant that such content will not consist of: (i) false, misleading information or misappropriation; (ii) copyrighted material which you are not authorized to post publicly; (iii) obscene, offensive, unlawful content or any content which, subject to the NexGet’s sole discretion, may harm or risk the NexGet’s good name and reputation; or (iv) anything that is otherwise prohibited by any applicable Law.

Without relieving you of your responsibility as above mentioned, NexGet may, subject to NexGet’s sole discretion, remove any content which is in violation of the above detailed requirements in addition to any further action which NexGet may consider necessary. NexGet does not undertake to review any such content nor assumes any responsibility in connection therewith.

You acknowledge and agree that NexGet may not and does not endorse or guarantee the authenticity, identity or reliability of any content and information either posted by any User of the Site or attributed to any User of the Site, thus relying on Users’ content is solely at your own discretion and risk.

 

11. SUSPENSION OR TERMINATION

You may terminate this Agreement with NexGet by a written request by email to support@nexget.io.

Notwithstanding any other provision of this Agreement, you acknowledge that NexGet shall have the right to restrict your access to, or to impose limits or suspend your use of, the Site and the Platform (including your capacity to place Orders and enter into Transactions), either generally or in respect of specific Currency Pairs or Transactions, or to discontinue transmitting any Data or other information, or to refuse to enter into, facilitate or process any or all Transactions, if in the NexGet’s sole discretion any of the following circumstances occur or NexGet considers such circumstance to be likely to occur:

(i) full or partial failure of the Site and/or the Platform, including failure of any of the technology constituting the Site and/or the Platform or any of the communications links within the Site and/or the Platform or between the Site and/or the Platform and any other Person or counterparty, or any other circumstance where NexGet considers in its reasonable discretion that it is not practicable for NexGet to provide access to the Site and/or the Platform;

(ii) a breach in the security of the Site and/or the Platform;

(iii) a breach by you of your obligations under this Agreement;

(iv) in order to comply with Law (including but not limited to the prohibition of or restrictions in respect of any Cryptocurrency);

(v) detection of unusual activity in the Personal Cabinet and/or with Account;

(vi) detection of unauthorized access to the Personal Cabinet and/or Account;

(vii) due to governmental proceeding in respect of a particular Account and/or the User, criminal investigation and/or other pending litigation;

(viii) a requirement to do so by a court order or by a Governmental Authority; or 

(ix) due to market conditions, or conditions with respect to a particular Currency Pair or Currency, which render it necessary or desirable, in the NexGet’s sole discretion, to do so.

Any actions taken by NexGet pursuant to this Section 11 shall continue for such time as NexGet shall in its reasonable and sole discretion consider necessary or desirable. You agree that (i) it shall be a material breach of this Agreement to evade, or attempt to evade, any suspension, restriction or limitation imposed under this Section 11 of the Agreement; and (ii) NexGet shall not at any time be obliged to take any action permitted under this Section 11.

In addition, you acknowledge and agree that if any of the circumstances enumerated in (i) through (ix) of this Section 11 occurs at any time, NexGet may cancel the Transaction previously executed by you through the Platform.

 

12. REPRESENTATIONS AND WARRANTIES

12.1. Your Representations and Warranties

As of the date hereof, and as of the date of each Transaction, you represent and warrant to NexGet and agree for the benefit of NexGet, its Affiliates and their respective Representatives that:

  • You have read all the documents supplied to you in connection with the NexGet’s Services and the Platform and you understand and agree that your trading relationship with NexGet will be governed by these documents as amended from time to time. You must not apply to register on the Platform in order to create a Personal Cabinet or commence trading with us if you are unsure as to how our Services or the Platform operate or the nature of the risks involved;
  • The execution (by electronic acceptance or other means via the Platform or email) of this Agreement and all Transactions contemplated hereunder and performance of all obligations contemplated under this Agreement have been duly authorized by all necessary action by you; and each Person executing this Agreement (or authorized to accept its terms electronically or otherwise) and entering into each Transaction hereunder on your behalf has been duly authorized to do so.
  • All information provided by you to NexGet at any time, including but not limited to the information provided in your Personal Cabinet, is in all material respects true, accurate and not misleading.
  • This Agreement and each Transaction constitutes a legal, valid and binding obligation on you, enforceable against you in accordance with its terms.
  • Execution by you of this Agreement and entering into each Transaction contemplated hereunder, and performance of all of your obligations contemplated under this Agreement and your use of the Platform including entering into each Transaction contemplated hereunder, will not violate any applicable Law.
  • You are able to make or take delivery (as applicable) of the full amount of Funds required to be delivered under each Transaction in accordance with the terms of such Transaction.
  • You have obtained, and will comply with the terms and conditions of, all licenses, consents, registrations, authorizations, recognitions, exemptions and memberships necessary for the conduct of your business and the use of the Platform hereunder, including the entering into Transactions with NexGet through the Platform.
  • You possess the sophistication, expertise and knowledge necessary to make informed decisions in respect of Transactions and you will not rely on any communication or statement (written or verbal) by NexGet as investment advice or as a recommendation to enter into any Transaction.
  • You will exercise your own prudence, judgement and discretion in determining whether to enter into a Transaction or otherwise transact on the Platform.
  • You are (or the Person accessing the Platform is) acting as principal and not on behalf of any third party, unless you are the Representative of the User.

12.2. NexGet’s Representation and Warranties

NexGet represents and warrants that is shall provide the Services and shall carry out its obligations with reasonable care and skill.

 

13. LIMITATION OF LIABILITY

13.1. Limited Warranties

You understand and agree that the Platform, its components, interfaces, any related equipment, any documentation, the data and other materials and the existing technology are provided on an “as is” and “as available” basis with all faults. None of the NexGet Party’s, nor any Third Party Technology Provider makes (and each NexGet Party hereby excludes) any warranty of any kind to you, whether express or implied, including, any warranties of fitness for a particular purpose, non-infringement or any warranty arising from a course of performance, a course of dealing or trade usage.

Without prejudice to the foregoing, no NexGet Party makes any representations or warranties as to the timeliness, accuracy or completeness of any of the Data or other information on the Platform or as to the results to be attained by you from access to or use of the Platform. No NexGet Party shall have any liability whatsoever for any claims relating to any software, any technology, any equipment, the Platform, the existing technology, Data or any other information, materials, Currency or that the Platform meets your requirements or shall be uninterrupted, timely, secure, complete, accurate or free from errors or defects. 

You acknowledge that certain software and equipment used by you may not be capable of supporting certain features of the Platform. 

13.2. No Advice

None of the NexGet Parties nor any Third Party Technology Provider recommends, endorses, advocates or sponsors any of the Currencies, Currency Pairs or Transactions appearing on, or made through, the Platform. You acknowledge the substantial risks associated with digital currency markets and Transactions. NexGet is not authorized or regulated by the Financial Conduct Authority and does not give any financial, tax, employment, legal or investment advice. Any price information, quotes, forecasts, return estimates or indications of past performance are for information purposes only and do not guarantee future performance and do not constitute an offer to buy or sell or any solicitation of an offer to buy or sell any Cryptocurrencies, Currency Pairs or other assets, nor to enter into any Transaction with Cryptocurrency. You agree that the Platform shall not serve as the primary basis for any decision to enter into any Transaction and none of the NexGet Parties shall be, or be deemed to be, your financial advisor or fiduciary. You hereby acknowledge that any reliance upon any Data or other content of the Platform shall be at your sole and exclusive risk.

13.3. Limitation of Liability

You understand and agree that, provided we have exercised reasonable care and skill in the performance of our Services and in carrying out our obligations under this Agreement, no NexGet Party shall have any liability for any indirect, incidental, punitive, special or consequential damages, for any loss of profits, lost data, loss of use of the Platform, business interruption, loss of business reputation or goodwill, costs of substitute services, or downtime costs suffered by you, your Affiliates and any other Person as a result of, or arising in connection with, this Agreement, even if you, your Affiliate or such other Person had previously been advised of the possibility of such loss arising. 

Notwithstanding any other provision of this Agreement, the aggregate liability of the NexGet Parties for any loss incurred or suffered by you, your Affiliates or any other Person for any reason whatsoever relating to or arising out of this Agreement or the use of or otherwise resulting in any way from the Platform, and regardless of the form of action, shall be limited to the amount of Fees you paid to NexGet during 3 (three) months prior to the event giving rise to the liability. 

13.4. Reasonable Allocation of Risk

The Parties hereto acknowledge that the exclusions and limitations of liability set forth in this Section 13 are integral to the level of fees payable by you for access to and use of the Site, and that, where NexGet to assume any further liability other than as expressly set forth herein, such fees would of necessity be set substantially higher. As such, you agree that the limitations and exclusions of liability set out in this Section 13 are reasonable.

13.5. Exceptions to Limitation of Liability

Nothing in this Agreement shall or shall be construed to exclude or limit either Party’s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by its negligence or (iii) any other liability that cannot be excluded or limited by Law.

 

14. INDEMNIFICATION

You agree to defend, hold harmless and hereby indemnify NexGet and each NexGet Party from and against any loss, damage, cost, claim, proceeding, penalty, fine or expense, including legal fees, incurred by or suffered by any NexGet Party, which arises out of, or relates to, directly or indirectly: (i) your use of the Site and/or the Platform; (ii) your failure to fully and timely perform any of your obligations hereunder, including your non-performance with respect to any Transaction or Order; (iii) any of your representations or warranties made hereunder being, at any time, untrue or incorrect; (iv) your use of the Platform, your Personal Cabinet and/or your Account by any Person using your password or any other User Account Data, whether or not with your knowledge or authorization; (v) any violation by you of any Law, rule, regulation, or the rights of any third party.

The Financial Ombudsman Service or the Financial Services Compensation Scheme, incl Deposits’ Guarantee Funds under the Deposit Guarantee Schemes Directive (2014/49/EU) do not apply to the crypto asset activities carried on by NexGet.

 

15. DISPUTE SETTLEMENT

Should there be any disputes regarding matters stipulated herein, the Parties shall take all measures possible to resolve them by negotiations.

Should the Parties fail to reach an agreement by means of negotiations, any dispute arising from this Agreement or related hereto, including any matters concerning essence, existence, validity or termination of this Agreement or this Section 15 shall be considered and finally resolved in accordance with the Rules of London Court of International Arbitration (LCIA) in the wording effective as of the moment of consideration, deemed to be part of this Section 15 by reference. The number of arbiters shall be three (3), elected in accordance with the LCIA Rules. The place of arbitration shall be London, United Kingdom. The arbitration shall be held in English, the decision shall be executed in English. The Parties shall agree that the information of arbitration, including but not limited to the information of any arbitration decision, shall be deemed confidential and not disclosed to any third parties without the written consent of the Parties, unless required by Law. This decision shall be final and binding for both Parties, and may be used or produced for enforcement at any court having respective jurisdiction; an application concerning enforcement order may be filed to such competent court, if required.

If any dispute occurs as to the performance or interpretation of the present Agreement that cannot be resolved amicably or in arbitration, NexGet is entitled to demand the dispute to be settled by the court in the location where NexGet resides.

 

16. AMENDMENTS OF THE AGREEMENT

NexGet has the right to unilaterally change the terms of the Agreement, Privacy Policy, and the fees and any limits. The changes take effect 3 (three) days after the moment the new version of corresponding documents is published on the Site.

At each successive visit to the Site and before starting the use of the Personal Cabinet you commit to become familiar with the effective version of the above referred documents. If you continue using the Site and/or the Platform through your Personal Cabinet or your Account, this will mean that you agree with the new versions of the above mentioned documents.

If you do not accept new versions of the User Agreement, Privacy Policy and/or the fees, you should stop using the Site and the Platform having closed any pending Transaction with NexGet.

 

17. CONFIDENTIALITY AND DISCLOSURE

17.1. Confidentiality

You agree that you will keep secret and confidential any Confidential Information concerning NexGet, NexGet Party or their Affiliates, received as a result of this Agreement or of any investigations made in connection herewith and, if applicable, you will also cause your officers, employees and consultants to whom such information has been disclosed to comply with such commitment. The duties foreseen by this Section 17 do not apply to Confidential Information that is: (i) lawfully within your possession prior to this Agreement; (ii) voluntarily disclosed to you by a third party so long as that party does not breach any obligation not to reveal such information; (iii) voluntarily disclosed to the public by NexGet or (iv) already generally known to the public.

17.2. User Information Disclosure

NexGet will not share or otherwise transfer information regarding the Site’s and/or Platform’s Users and/or prospective Users, except to its Representatives as required in the ordinary course of NexGet’s business, including, but not limited to, NexGet’s banking or credit relationships.

NexGet may also share your Personal Data with law enforcement, data protection authorities, government officials, and other Governmental Authorities when:

  • Required by Law;
  • Compelled by subpoena, court order or decision, or other legal procedure;
  • NexGet believes that disclosure is necessary to prevent damage or financial loss;
  • Disclosure is necessary to report suspected illegal activity; or
  • Disclosure is necessary to investigate violations of this Agreement or any applicable Law.
18. FINAL PROVISIONS

18.1. Notices

With the exception to the cases defined by this Agreement and the current legislation, all the notifications, messages and documents related to the fulfilment of obligations arising out of this Agreement should be sent to and are considered as received by the Parties if they have been sent via email from the authorized address of one Party to the authorized address of the other Party. An authorized address can be:

  • for the User: the email address indicated in the User Personal Cabinet;
  • for NexGet: support@nexget.io

Notices and other communications required to be given or made under or in connection with this Agreement or the matters contemplated by this Agreement shall be in writing and shall be delivered or sent by email to support@nexget.io

  • if the above referred e-mail receipts and/or response are not received by the sender within two (2) Business Days following sending a respective e-mail, the email shall be deemed to have been duly given on the third Business Day.

NexGet may provide to you through the Platform information, notifications and confirmations with respect to Orders, Transaction and the Platform and its use. Such information, notifications and confirmations will be deemed to have been received by you as soon as they are available for you to access through the Platform.

18.2. Entire Agreement 

This Agreement, and any other documents referred to therein (including the essential parts of this Agreement referred to above) constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each Party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (“presentation”) of any Person (whether a party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement.

18.3. Severability

If any provision of this Agreement is or becomes (whether or not pursuant to any judgment or otherwise) invalid, illegal or unenforceable in any respect under the Law of any jurisdiction: (i) the validity, legality and enforceability under the Law of that jurisdiction of any other provision; and (ii) the validity, legality and enforceability under the Law of any other jurisdiction of that or any other provision, shall not be affected or impaired in any way thereby. If any court or Governmental Authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected. 

18.4. No waiver

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy.

18.5. Remedies Are Cumulative

Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law. 

18.6. Injunctive Relief

You agree that damages alone would not be an adequate remedy for breach of this Agreement or for any unauthorized use by you of any of the IP Rights, and that NexGet shall (subject to the discretion of the court) be entitled, without proof of special damages, to the remedies of injunction, specific performance or any other equitable remedy for any threatened or actual breach of any relevant provisions of this Agreement or unauthorized use.

18.7. Change of Control 

In the event that NexGet is acquired by or merged with a third party entity or NexGet’s assets and/or business (wholly or in part) are acquired by a third party, NexGet reserves the right, in any of these circumstances, to transfer or assign in accordance with the applicable laws and regulations, the information that NexGet has collected from you, including your Personal Data, User Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of control.

18.8. Assignment

You shall not assign this Agreement in any manner without the prior written consent of NexGet, and any purported assignment in contravention of this clause 18.9 shall be null and void. NexGet may assign this Agreement to another Person in connection with the transfer of all or part of the NexGet‘s assets or business to an Affiliate of NexGet or to any third party. By accepting the present Agreement, you give your irrevocable consent for the above mentioned assignment and/or transfer, including for the transfer of your Personal Data, User Account Data and other information, as well as for the transfer of any Funds on your Account (-s) hold by NexGet in the course of such Assignment.

18.9. English Language Controls

For all purposes, this English language version of this Agreement shall be the original, governing instrument and understanding of the Parties. In the event of any conflict between the English language version of the Agreement and its translation into any other language, the English language version hereof shall always prevail, govern and control.

18.10. Governing Law

This Agreement, any non-contractual obligations arising out of or in connection with this Agreement and any pre-contractual matters shall be governed by, construed and interpreted in accordance with the laws of Estonia.

18.11. Recordings

You acknowledge and agree that any communications between you and NexGet, including NexGet’s technical support desk may, at the option and in the sole discretion of NexGet be recorded with or without the use of an automatic tone warning device. You further irrevocably agree and allow NexGet to use such recordings and any transcripts thereof as evidence in connection with any dispute that may arise in relation to any matter arising under or in relation to this Agreement, Services hereunder, any Order or Transaction.

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