Terms of Service
Last Updated: September 23rd, 2026
PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER THAT MAY AFFECT YOUR LEGAL RIGHTS.
These Terms of Use ("Terms") are a legal agreement between you ("you", "your") and Binaxity Ltd. ("Binaxity", "we", "us", or "our"). They govern your use of the Binaxity website, mobile application, and any associated services (collectively, the "Platform").
By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our services.
1. Eligibility and Jurisdiction Availability
1.1 General Eligibility
You must be at least 18 years old and legally capable of forming a binding contract. By accessing or using the Platform, you represent and warrant that you meet these requirements, are legally permitted to use the Platform and applicable services, and that the information you provide regarding your identity and country of residence is accurate and current.
You must promptly update your information if your residency or other circumstances relevant to your eligibility change.
1.2 Jurisdiction Availability
Binaxity’s Platform, products, and services are available only in jurisdictions where Binaxity determines they may be offered or made available.
Binaxity does not make its products or services available to persons residing in jurisdictions designated by Binaxity as restricted (“Restricted Jurisdictions”). The current list of Restricted Jurisdictions is made available through the Platform and may be updated from time to time based on legal, regulatory, compliance, operational, or risk considerations.
Availability may also vary by product or feature. A jurisdiction being generally supported by Binaxity does not mean that every Binaxity product or service is available in that jurisdiction.
You may not provide false or misleading information or attempt to circumvent geographic, eligibility, identity, or other access controls.
1.3 Geographic Controls and Changes in Availability
Binaxity may use geographic, technical, identity, or other controls to determine or enforce jurisdiction eligibility. Temporary presence in a Restricted Jurisdiction may result in temporary limitations on access to some or all Platform functionality.
If a jurisdiction becomes restricted or the availability of a product or service changes, Binaxity may restrict new transactions or access to affected Platform features as reasonably necessary for legal, regulatory, compliance, operational, or risk-management purposes.
Any existing rights or obligations relating to an outstanding financial product will remain subject to the applicable Product Agreement and applicable law.
2. Our Services and Product Agreements
2.1 Our Services
Binaxity provides a technology platform through which eligible users may access financial products and related account, payment, asset, and transaction-management services (the “Platform”).
The products, services, and features available through the Platform may change from time to time and may vary by jurisdiction, user eligibility, account status, or other applicable requirements.
Access to the Platform does not guarantee eligibility for any particular product, credit facility, transaction, or service.
2.2 Product Agreements
Certain products or transactions made available through the Platform are governed by separate agreements, confirmations, disclosures, schedules, or other product-specific terms (collectively, “Product Agreements”).
A Product Agreement governs your rights and obligations relating to the applicable product or transaction, including any applicable financial, payment, repayment, collateral, investment, redemption, or other product-specific terms.
You should review and accept the applicable Product Agreement before entering into a product or transaction.
2.3 Relationship Between These Terms and Product Agreements
These Terms govern your general access to and use of the Platform.
If there is any conflict or inconsistency between these Terms and a Product Agreement, the Product Agreement will prevail with respect to the applicable product or transaction.
Except to the extent expressly provided in a Product Agreement, changes to these Terms do not amend or modify an existing Product Agreement.
3. Registration and Account Security
3.1 Account Information
To access certain Platform features or services, you may be required to create an account and provide personal, financial, or other information.
You agree to provide accurate, complete, and current information and to promptly update your information when it changes. You may not provide false, misleading, or incomplete information in connection with your account or use another person’s identity or account without authorization.
3.2 Account Security
You are responsible for maintaining the confidentiality and security of your login credentials and for taking reasonable steps to prevent unauthorized access to your account.
You may not share your login credentials or permit another person to access your account using your credentials, except where expressly permitted by Binaxity.
Binaxity may require additional authentication or security measures from time to time to protect your account or the Platform.
3.3 Unauthorized or Compromised Accounts
You must promptly notify Binaxity if you know or suspect that your account credentials have been compromised or that unauthorized activity has occurred on your account.
Binaxity may temporarily restrict or suspend access to an account where we reasonably believe the account has been compromised, is being used without authorization, or presents a security, fraud, or compliance risk.
Until you notify us of suspected unauthorized access, we may generally treat instructions submitted through your authenticated account as having been authorized by you, except where prohibited by applicable law.
4. Verification, Compliance and Account Restrictions
4.1 Verification and Compliance Checks
To access or continue using certain Platform features or services, you may be required to complete identity verification, compliance, fraud-prevention, sanctions, anti-money laundering, or other screening procedures.
You agree to provide information and documentation reasonably requested by Binaxity for these purposes and represent that all information you provide is accurate, complete, and current.
Binaxity may use third-party service providers to perform verification, screening, monitoring, and related compliance functions.
4.2 Ongoing Review
Binaxity may conduct ongoing reviews of your account, transactions, payment activity, wallet activity, or other Platform activity where reasonably necessary for legal, regulatory, compliance, fraud-prevention, security, or risk-management purposes.
We may request additional information or documentation, including information regarding the source of funds, source of wealth, transaction purpose, wallet ownership or control, or other matters relevant to an applicable review.
4.3 Account and Transaction Restrictions
Binaxity may delay, reject, restrict, suspend, or place a hold on an account, transaction, withdrawal, payment, or other Platform activity where we reasonably determine that:
additional verification or review is required;
the activity may involve fraud, unauthorized use, sanctions, money laundering, or other unlawful conduct;
information provided by the user is incomplete, inaccurate, inconsistent, or cannot be satisfactorily verified;
the activity may violate these Terms, a Product Agreement, or applicable law; or
restriction is reasonably necessary to protect the user, Binaxity, the Platform, or other users.
Where permitted by law and reasonably practicable, Binaxity will seek to resolve such restrictions once the relevant review has been completed.
4.4 Legal and Regulatory Requirements
Binaxity may take any action reasonably necessary to comply with applicable law, regulatory requirements, court orders, governmental requests, sanctions obligations, or other lawful process.
Where permitted by applicable law, Binaxity may decline to provide information regarding a compliance review, restriction, investigation, or related action.
5. Electronic Communications and Acceptance
5.1 Electronic Communications
By using the Platform, you consent to receive agreements, disclosures, notices, confirmations, statements, and other communications from Binaxity electronically, including through the Platform, by email, or through other electronic means made available by Binaxity.
Electronic communications will satisfy any requirement that such communications be provided in writing, to the extent permitted by applicable law.
5.2 Electronic Acceptance and Signatures
You agree that clicking an acceptance button, checking a box, entering a verification code, submitting an electronic instruction, or otherwise indicating your acceptance electronically may constitute your legally binding acceptance or electronic signature.
Electronic records and signatures may be used in connection with these Terms, Product Agreements, disclosures, transaction confirmations, and other agreements or communications made available through the Platform.
5.3 Contact Information
You are responsible for maintaining a valid and accessible email address and for keeping your contact information current.
Communications sent to the email address associated with your account, or made available through the Platform, will be considered delivered when sent or made available, except where applicable law requires otherwise.
You should promptly notify Binaxity if your contact information changes or if you are unable to access electronic communications.
5.4 Access to Records
You are responsible for retaining copies of agreements, disclosures, confirmations, and other records made available to you electronically.
Binaxity may make certain records available for download or access through the Platform, but does not guarantee that all records will remain available indefinitely.
6. Privacy and Data Use
Binaxity’s collection, use, disclosure, storage, and other processing of personal information is governed by our Privacy Policy, as updated from time to time.
By using the Platform, you acknowledge that Binaxity may process personal information as described in the Privacy Policy, including for purposes such as account administration, identity verification, compliance screening, fraud prevention, security, transaction processing, customer support, and providing or improving the Platform and related services.
Where third-party service providers process personal information on Binaxity’s behalf or in connection with the Platform, such processing may also be subject to the terms and privacy practices applicable to those providers.
You are responsible for reviewing the Privacy Policy and keeping yourself informed of any updates made to it.
7. Digital Assets and Wallet Transactions
7.1 Supported Assets and Networks
Binaxity may support certain digital assets, blockchain networks, wallet types, and transaction methods from time to time.
You are responsible for following the payment or transfer instructions provided through the Platform and for using only supported digital assets, networks, and wallet addresses.
Sending an unsupported digital asset, using an unsupported network, or otherwise failing to follow applicable transfer instructions may result in delay or permanent loss of funds, and Binaxity may not be able to recover such funds.
7.2 Wallet Information and Authority
You are responsible for ensuring that any wallet address or other transaction information you provide is complete and accurate.
You represent that you are authorized to use any wallet from which you send digital assets to Binaxity and any wallet to which you instruct Binaxity to send digital assets.
Binaxity may require additional verification of wallet ownership, control, or transaction information where reasonably necessary for security, fraud-prevention, compliance, or risk-management purposes.
7.3 Blockchain Transactions
Digital asset transactions may be irreversible once submitted to or confirmed on the applicable blockchain network.
Transaction timing and confirmation may be affected by network congestion, blockchain conditions, validator or network performance, third-party infrastructure, or other matters outside Binaxity’s reasonable control.
Binaxity does not guarantee that a blockchain transaction will be processed or confirmed within a particular period unless expressly stated in an applicable Product Agreement.
7.4 Transaction Review
Digital asset transfers may be subject to verification, screening, monitoring, or other compliance review before being accepted, processed, or released.
Binaxity may delay, reject, restrict, or return a digital asset transaction in accordance with Section 4 where reasonably necessary for compliance, security, fraud-prevention, or risk-management purposes.
8. Third-Party Services
Binaxity may use or integrate third-party service providers in connection with the Platform and its products, including providers of identity verification, compliance screening, custody, wallet infrastructure, transaction execution, payment processing, data services, communications, cloud infrastructure, and other operational services.
Certain Platform features or transactions may depend on the availability, performance, or continued support of such third-party services.
Binaxity may change, replace, add, or discontinue third-party service providers from time to time where reasonably necessary for operational, security, compliance, legal, or business reasons.
Your use of certain third-party services may also be subject to separate terms, policies, or disclosures provided by the applicable third party.
To the extent permitted by applicable law, Binaxity is not responsible for delays, interruptions, failures, or losses caused solely by third-party systems or services outside Binaxity’s reasonable control, except to the extent otherwise provided in an applicable Product Agreement.
9. Rewards, Promotions and Referrals
9.1 Reward Program
Binaxity may operate a rewards program through which eligible users may earn Binaxity Reward Points (“Reward Points” or “Points”) for qualifying activities identified by Binaxity from time to time.
The activities that qualify for Reward Points, the number of Points available, applicable qualification periods, and other campaign-specific requirements will be displayed through the Platform or otherwise communicated by Binaxity.
Reward Points are credited only after all applicable eligibility and qualification requirements have been satisfied. Once credited to your account, Reward Points are immediately available for permitted use, subject to these Terms and any applicable program or campaign rules.
9.2 Nature of Reward Points
Reward Points are promotional loyalty benefits provided by Binaxity.
Unless Binaxity expressly introduces additional functionality under separate terms, Reward Points:
have no cash value and are not redeemable for cash;
do not represent funds held on deposit or on your behalf;
do not represent equity, ownership, profit participation, interest, yield, or any other financial or investment right;
are personal to the user to whom they are issued and may not be sold, transferred, assigned, gifted, pledged, or exchanged; and
may only be used for purposes expressly made available by Binaxity through the Platform.
Reward Points are not currently transferable outside the Platform or withdrawable to an external wallet.
9.3 Redemption
Reward Points may currently be used solely to offset eligible fees charged by Binaxity, as identified through the Platform at the time of redemption.
The applicable redemption value, eligible fees, minimum redemption requirements, and any other redemption conditions may be determined by Binaxity from time to time and will be displayed through the Platform.
Unless expressly made available by Binaxity under separate terms, Reward Points may not be used to repay loan principal, interest, investment or co-investment amounts, or other amounts that are not designated as eligible fees.
Reward Points do not expire solely because of the passage of time.
9.4 Eligibility and Account Status
Participation in the Reward Program is subject to the eligibility requirements in Section 1 and any additional requirements applicable to a particular promotion or campaign.
You must maintain an eligible account in good standing to earn or redeem Reward Points.
Binaxity may suspend your ability to earn or redeem Reward Points while your account is suspended, restricted, under compliance or security review, delinquent, in default, or otherwise not in good standing.
9.5 Promotions and Referral Programs
Binaxity may offer promotions, referral programs, or other opportunities to earn Reward Points from time to time.
Each promotion or referral program may be subject to additional eligibility requirements, qualifying activities, reward amounts, qualification periods, limits, or other conditions communicated through the Platform or applicable promotional materials.
A Reward Point award is not earned until all applicable qualification requirements have been satisfied and the Points have been credited to your account.
9.6 Errors, Fraud and Abuse
Binaxity may withhold, cancel, reverse, or correct Reward Points that were issued or claimed as a result of error, duplicate processing, fraud, misrepresentation, abuse, manipulation, gaming of the Reward Program, violation of these Terms, or failure of an underlying qualifying activity to validly occur.
Binaxity may investigate Reward Program activity that it reasonably believes may involve fraud, abuse, manipulation, or other improper conduct and may suspend earning or redemption while such review is pending.
Binaxity’s records regarding Reward Point balances, earning events, redemptions, reversals, and qualifying activities will govern in the absence of manifest error.
9.7 Changes to the Reward Program
Binaxity may modify the Reward Program from time to time, including qualifying activities, Point earning rates, redemption values, eligible fee offsets, campaign rules, available functionality, and other Program features.
Unless otherwise stated, changes will apply prospectively and will not, solely because of the modification, cancel Reward Points that were validly earned and credited before the change.
Nothing in these Terms guarantees the continued availability of any particular earning opportunity, redemption option, reward rate, promotion, referral program, conversion mechanism, tokenization feature, or other functionality.
9.8 Termination of the Reward Program
Binaxity may discontinue the Reward Program at its discretion.
If the Reward Program is discontinued, users with valid Reward Points will generally have 30 days from the effective date of termination to redeem available Points against eligible fees or through any other redemption method then made available by Binaxity, unless a different period is required by applicable law.
Any Reward Points remaining after the applicable redemption period will be cancelled.
This redemption period does not limit Binaxity’s right to withhold, reverse, or cancel Reward Points under Section 9.6.
9.9 Taxes
You are responsible for determining and satisfying any tax or reporting obligations arising from earning, redeeming, converting, or otherwise using Reward Points.
Binaxity may report information relating to Reward Points or withhold amounts where required by applicable law.
10. Fees and Taxes
10.1 Fees
Fees, charges, rates, spreads, and other amounts applicable to a particular product or transaction will be disclosed through the Platform, an applicable Product Agreement, transaction confirmation, or other applicable disclosure.
By entering into a product or transaction, you agree to pay the applicable fees and charges disclosed to you.
Binaxity may change fees or pricing for future products or transactions from time to time, subject to applicable law and any applicable Product Agreement.
10.2 Third-Party and Network Costs
Certain transactions may involve blockchain network fees, banking charges, payment processing fees, conversion costs, or other third-party costs.
Where applicable, such costs may be charged separately, deducted from transaction proceeds, or reflected in the amount received, as disclosed through the Platform or applicable Product Agreement.
10.3 Taxes
You are responsible for determining and satisfying any taxes, duties, levies, reporting obligations, or other governmental charges arising from your use of the Platform or any product or transaction.
Binaxity does not provide tax advice.
Binaxity may collect, withhold, report, or remit taxes or other amounts where required by applicable law.
11. Prohibited Conduct
You may not use the Platform, your account, or any Binaxity product or service to:
violate any applicable law, regulation, court order, sanction, or other legal requirement;
engage in fraud, deception, misrepresentation, money laundering, terrorist financing, sanctions evasion, or other unlawful activity;
provide false, misleading, incomplete, or fraudulent information, including information relating to your identity, residency, financial circumstances, source of funds, wallet ownership, or eligibility;
access or use another person’s account without authorization, or allow another person to use your account in violation of these Terms;
circumvent or attempt to circumvent geographic restrictions, eligibility requirements, verification procedures, security controls, transaction limits, compliance reviews, or other Platform controls;
manipulate, abuse, exploit, or game any Reward Program, referral program, promotion, pricing mechanism, eligibility process, or other Platform feature;
interfere with, disrupt, damage, disable, overburden, or impair the Platform or any systems, networks, software, or infrastructure used by Binaxity or its service providers;
introduce malware, malicious code, automated attacks, unauthorized scripts, scraping tools, or other harmful or disruptive technology;
attempt to gain unauthorized access to the Platform, accounts, systems, data, wallets, credentials, or other protected resources;
use the Platform in a manner that infringes or violates the rights of Binaxity, another user, or any third party; or
assist, encourage, or enable another person to engage in any prohibited activity described above.
Binaxity may investigate suspected prohibited conduct and may restrict, suspend, or terminate access to the Platform, reverse Reward Points where applicable, or take other action permitted under these Terms, an applicable Product Agreement, or applicable law.
12. Intellectual Property
The Platform, including its software, technology, interfaces, designs, text, graphics, logos, trademarks, data, content, and other materials, is owned by or licensed to Binaxity and is protected by applicable intellectual property and other laws.
Subject to these Terms, Binaxity grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Platform solely for your personal use of Binaxity’s products and services.
Except as expressly permitted by Binaxity, you may not:
copy, reproduce, modify, distribute, publish, sell, license, or create derivative works from any part of the Platform;
reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying technology of the Platform, except where such restriction is prohibited by applicable law;
remove or alter any copyright, trademark, proprietary, or other legal notices; or
use Binaxity’s name, trademarks, logos, or branding without prior written authorization.
No ownership or intellectual property rights are transferred to you by your use of the Platform.
If you provide feedback, suggestions, or ideas regarding the Platform or Binaxity’s products or services, you grant Binaxity the right to use that feedback without restriction or obligation to you.
13. Financial Risk and No Advice
13.1 Financial and Market Risk
Financial products and transactions available through the Platform involve risk. The value of assets may increase or decrease, and past performance does not guarantee future results.
Where credit or financing is used in connection with an asset or investment position, changes in the value of the underlying asset may increase the economic impact of gains and losses.
You are responsible for reviewing and understanding the risks, terms, and obligations associated with any product or transaction before entering into it.
13.2 Digital Asset Risk
Digital assets and blockchain-based transactions may involve additional risks, including price volatility, network or protocol failures, cybersecurity incidents, changes in market liquidity, issuer or counterparty risk, regulatory changes, and disruption of third-party infrastructure.
Binaxity does not guarantee the value, liquidity, availability, or future performance of any digital asset or other asset made available in connection with a Binaxity product.
13.3 No Guarantee of Returns
Binaxity does not guarantee any investment return, profit, asset appreciation, or financial outcome.
Any illustrations, examples, projections, historical information, or other information presented through the Platform are provided for informational purposes only and should not be interpreted as a guarantee of future performance.
13.4 No Investment, Legal or Tax Advice
Unless expressly stated otherwise, information provided through the Platform is general in nature and does not constitute personalized investment, financial, legal, accounting, or tax advice.
Binaxity does not assess whether a particular product or transaction is suitable or appropriate for your individual circumstances unless expressly required under an applicable Product Agreement or applicable law.
You are responsible for making your own decisions and, where appropriate, obtaining independent professional advice.
13.5 Product-Specific Risks
Additional risks applicable to a particular product or transaction may be described in the relevant Product Agreement, disclosure, confirmation, or other product materials.
You should review those materials before entering into the applicable product or transaction.
14. Platform Availability, Changes and Errors
14.1 Platform Availability
Binaxity aims to maintain reliable access to the Platform but does not guarantee that the Platform or any feature will be available without interruption, delay, error, or temporary limitation.
Access may be affected by maintenance, upgrades, security incidents, blockchain or network conditions, third-party service interruptions, market events, technical failures, legal or regulatory requirements, or other circumstances.
Binaxity may temporarily suspend or restrict access to some or all Platform functionality where reasonably necessary for maintenance, security, compliance, operational, or risk-management purposes.
14.2 Changes to the Platform
Binaxity may add, modify, replace, suspend, or discontinue Platform features or services from time to time.
Where a change materially affects an existing product or transaction governed by a Product Agreement, the applicable Product Agreement will continue to govern the parties’ rights and obligations unless otherwise agreed or permitted under that Product Agreement or applicable law.
14.3 Errors and Corrections
Binaxity may correct manifest errors, technical errors, calculation errors, duplicate entries, incorrect account records, or other obvious mistakes relating to the Platform or your account.
Where an error results in an incorrect credit, balance, transaction record, Reward Point balance, or other account entry, Binaxity may make reasonable adjustments necessary to correct the error.
Binaxity will not use this Section to modify the agreed economic terms of a Product Agreement except where necessary to correct a manifest or administrative error.
14.4 Events Outside Binaxity’s Reasonable Control
Binaxity will not be responsible for delay or failure in Platform availability caused by events outside its reasonable control, including failures of telecommunications, cloud infrastructure, blockchain networks, financial institutions, service providers, utilities, governmental actions, natural disasters, cyberattacks, or similar events, subject to applicable law and any rights provided under an applicable Product Agreement.
15. Suspension and Termination
15.1 Suspension or Restriction of Access
Binaxity may suspend, restrict, or limit access to your account or some or all Platform features where reasonably necessary for security, compliance, fraud prevention, legal, operational, or risk-management purposes, or where we reasonably believe you have violated these Terms.
Where reasonably practicable and permitted by law, Binaxity may provide notice of a suspension or restriction and may request information or action from you before access is restored.
15.2 Termination of Platform Access
Binaxity may terminate your access to the Platform or close your account where:
you materially violate these Terms;
you no longer satisfy applicable eligibility or compliance requirements;
continued access would create a legal, regulatory, security, fraud, or material operational risk;
required by applicable law or lawful process; or
Binaxity discontinues the Platform or applicable services.
You may stop using the Platform at any time, subject to any outstanding obligations under a Product Agreement.
15.3 Effect on Existing Product Agreements
Suspension, restriction, or termination of your Platform access does not by itself cancel, discharge, accelerate, amend, or otherwise alter any rights or obligations arising under an outstanding Product Agreement.
Any existing loan, payment obligation, redemption right, collateral arrangement, investment position, or other product-specific right or obligation will continue to be governed by the applicable Product Agreement and applicable law.
Binaxity may continue to provide such access, communications, payment instructions, statements, or other functionality as reasonably necessary to administer an outstanding Product Agreement.
15.4 Continuing Obligations
Any provisions of these Terms that by their nature are intended to survive suspension or termination will continue to apply, including provisions relating to intellectual property, compliance, fees and taxes, risk disclosures, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions.
16. Disclaimers
To the maximum extent permitted by applicable law, the Platform and any general information, content, tools, or functionality made available through it are provided on an “as is” and “as available” basis.
Binaxity does not make any representation or warranty that:
the Platform will be uninterrupted, error-free, secure, or available at all times;
information or content made available through the Platform will always be complete, current, or free from technical or administrative error;
any particular product, feature, transaction, asset, or service will remain available; or
use of the Platform will produce any particular financial, investment, credit, or other outcome.
To the extent permitted by applicable law, Binaxity disclaims all implied warranties relating to the Platform, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Nothing in this Section excludes or limits any express obligation undertaken by Binaxity under an applicable Product Agreement or any right or remedy that cannot lawfully be excluded or limited.
17. Limitation of Liability
To the maximum extent permitted by applicable law, Binaxity and its affiliates, directors, officers, employees, agents, and service providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunity, goodwill, data, or anticipated savings, arising out of or relating to your use of or inability to use the Platform.
To the maximum extent permitted by applicable law, Binaxity will not be liable for losses arising solely from:
interruptions, delays, or failures of third-party services or infrastructure outside Binaxity’s reasonable control;
blockchain network conditions, transaction delays, or protocol failures outside Binaxity’s reasonable control;
unauthorized access resulting from your failure to maintain the security of your account credentials; or
your failure to follow applicable Platform, wallet, payment, or transaction instructions.
Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited, or limits any express obligation or remedy provided under an applicable Product Agreement.
To the extent permitted by applicable law, Binaxity’s aggregate liability arising out of or relating to these Terms or your general use of the Platform will not exceed the greater of:
the total fees paid by you to Binaxity in connection with the Platform during the 12 months preceding the event giving rise to the claim; or
US$100.
This limitation applies only to claims arising under these Terms or from general Platform use and does not replace or modify any liability allocation expressly set out in an applicable Product Agreement.
18. Indemnification
To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Binaxity, its affiliates, and their respective directors, officers, employees, agents, and service providers from and against any third-party claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, arising out of or relating to:
your breach of these Terms;
your violation of applicable law or the rights of another person;
fraud, misrepresentation, unauthorized activity, or other wrongful conduct by you;
information or instructions provided by you that are false, misleading, inaccurate, or unauthorized; or
your misuse of the Platform, your account, or any Binaxity product or service.
Binaxity will not seek indemnification from you for losses caused solely by Binaxity’s own fraud, wilful misconduct, or other liability that cannot lawfully be excluded or shifted to you.
Where a claim is subject to indemnification under this Section, Binaxity may control the defence and settlement of the claim, provided that Binaxity will not agree to a settlement that imposes a material non-monetary obligation on you without your consent, such consent not to be unreasonably withheld.
19. Governing Law and Dispute Resolution
19.1 Governing Law
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or your general use of the Platform will be governed by and construed in accordance with the laws of the Cayman Islands, without regard to conflict-of-law principles.
A Product Agreement may specify a different governing law or dispute-resolution procedure. Where it does, the applicable Product Agreement will govern disputes relating specifically to that product or transaction.
19.2 Informal Resolution
Before commencing formal proceedings, you and Binaxity agree to make reasonable efforts to resolve any dispute informally.
A party seeking to raise a dispute should provide the other party with written notice describing the nature of the dispute and the relief sought. Unless urgent relief is reasonably required, the parties will have 30 days following receipt of the notice to attempt to resolve the matter.
19.3 Arbitration
Subject to Section 19.4 and to the extent permitted by applicable law, any dispute arising out of or relating to these Terms or your general use of the Platform that is not resolved informally will be finally resolved by binding arbitration seated in the Cayman Islands in accordance with the Cayman Islands Arbitration Act.
The arbitration will be conducted in English before a single arbitrator.
The arbitrator will have authority to award any remedy or relief available under applicable law, subject to the limitations contained in these Terms.
The arbitral award will be final and binding on the parties and may be enforced by any court of competent jurisdiction.
19.4 Court and Regulatory Proceedings
Nothing in this Section prevents either party from seeking urgent interim, protective, or injunctive relief from a court of competent jurisdiction where such relief is reasonably necessary.
Nothing in these Terms prevents you from submitting a complaint to a regulator, governmental authority, or other body where you have a legal right to do so.
19.5 Individual Proceedings
To the extent permitted by applicable law, disputes under these Terms will be resolved on an individual basis and not as part of a class, collective, consolidated, or representative proceeding.
If any part of this Section 19 is found to be unenforceable under applicable law, that portion will be severed or limited to the minimum extent necessary, and the remainder of this Section will continue in effect.
20. Changes to These Terms
Binaxity may update or modify these Terms from time to time to reflect changes to the Platform, applicable law, regulatory requirements, business practices, security requirements, or other operational needs.
When we make material changes, we will provide reasonable notice through the Platform, by email, or by other appropriate means where required or reasonably practicable.
Updated Terms will become effective on the date stated in the revised Terms or applicable notice.
Your continued use of the Platform after the effective date of updated Terms constitutes your acceptance of the revised Terms, except where applicable law requires a different form of consent.
Changes to these Terms do not, by themselves, amend or modify an existing Product Agreement. Any amendment to a Product Agreement will be governed by the amendment provisions of that Product Agreement and applicable law.
If you do not agree to updated Terms, you may stop using the Platform, subject to any continuing rights or obligations under an outstanding Product Agreement.
21. General Provisions
21.1 Entire Agreement
These Terms, together with any policies or documents expressly incorporated by reference, constitute the agreement between you and Binaxity regarding your general access to and use of the Platform.
Product Agreements govern the applicable products and transactions separately in accordance with Section 2.
21.2 Severability
If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.
21.3 No Waiver
A failure or delay by Binaxity in exercising any right or remedy under these Terms does not waive that right or remedy.
Any waiver must be expressly made and will apply only to the specific circumstances for which it is given.
21.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without Binaxity’s prior written consent.
Binaxity may assign or transfer these Terms, in whole or in part, to an affiliate, successor, purchaser of substantially all of its business or assets, or as part of a corporate reorganization, financing, merger, acquisition, or similar transaction, subject to applicable law.
21.5 Relationship of the Parties
Nothing in these Terms creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, or other similar relationship between you and Binaxity.
Neither party has authority to bind the other except as expressly provided in these Terms or an applicable Product Agreement.
21.6 Third-Party Rights
Except as expressly provided in these Terms, no person other than you and Binaxity has any right to enforce these Terms.
21.7 Survival
Any provision that by its nature is intended to survive termination or expiration of these Terms will continue in effect, including provisions relating to intellectual property, fees and taxes, risk disclosures, liability, indemnification, dispute resolution, and this Section 21.
21.8 Headings and Interpretation
Section headings are provided for convenience only and do not affect the interpretation of these Terms.
References to “including” or similar expressions mean “including without limitation.”
Unless the context requires otherwise, words in the singular include the plural and vice versa.
22. Contact and Contracting Entity
These Terms are entered into between you and Binaxity Ltd., a company incorporated in the Cayman Islands.
Binaxity’s registered office is:
4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands
Company registration number:
423559
For questions regarding these Terms, your account, or the Platform, you may contact Binaxity at:
Email: [email protected]
Binaxity may update its contact information from time to time by posting the updated information through the Platform.