Terms of Service

These terms of use, together with any documents and additional terms they expressly incorporate by reference, which includes any other terms and conditions or other agreement that JayX.com and its affiliates ( JayX, we, us and our ) post publicly or make available to you or the company or other legal entity you represent ( you or your ) (collectively, these Terms ), are entered into between JayX and you concerning your use of, and access to

• JayX's websites, including JayX.com (and their respective subdomains); web applications; and all associated sites linked thereto by JayX (collectively with any materials and services available therein, and successor website(s) or application(s) thereto, the “Site”);

• all products and features available via the Site, including the order book, matching engine, smart contracts, decentralized applications, APIs and all other software that JayX or a third party has developed for trading blockchain-based assets (collectively, “Digital Assets”), including entering into perpetual contracts (“Perpetual Contracts”) related to Digital Assets, or exchanging one Digital Asset for another Digital Asset through API, and the computation and storage scalability service (collectively the “Interface”);

• non-fungible tokens (“NFTs”) available in connection with the Interface, or registration for or attendance at events sponsored or hosted by JayX (collectively with the Site and the Interface, the “Services”).

Please read these terms carefully, as they govern your use of the services. These Terms expressly cover your rights and obligations and our disclaimers and limitations of legal liability relating to your use of, and access to, the Services. By clicking “I agree” (or a similar language) to these Terms, acknowledging these Terms by other means, or otherwise accessing or using the Services, you accept and agree to be bound by and to comply with these Terms, including the mandatory arbitration provision in Section 15. If you disagree with these Terms, you must not access or use the Services.

1. MODIFICATIONS TO THESE TERMS

In our sole discretion, we reserve the right to modify these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by providing notice through the Services or updating the “Last Updated” date at the top of these Terms. Unless we state otherwise in our notice, all such modifications are effective immediately, and your continued use of the Services after we provide that notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, then you must stop using the Site and the Services.

2. USE OF SERVICES

• As a condition to accessing or using the Services, you represent and warrant to JayX the following:

  • if you are entering into these Terms as an individual, then you are of legal age in the jurisdiction in which you reside and you have the legal capacity to enter into these Terms and be bound by them;

  • if you are entering into these Terms as an entity, then you must have the legal authority to accept them on that entity's behalf, in which case “you” (except as used in this paragraph) will mean that entity;

  • your access to the Services (a) is not prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over JayX, you, the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); and (b) does not contribute to or facilitate any illegal activity.

• As a condition to accessing or using the Services, you acknowledge, understand, and agree to the following:

  • from time to time, the Services may be inaccessible or inoperable for any reason, including: (a) equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (b) periodic maintenance procedures or repairs that JayX or any of our suppliers or contractors may undertake from time to time; (c) causes beyond JayX's control or that JayX could not reasonably foresee; (d) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (e) unavailability of third-party service providers or external partners for any reason. Without limitation of any other provision of these Terms, and as set forth below, JayX has no responsibility or liability for any losses or other injuries resulting from any such events;

  • we reserve the right to disable or modify access to the Services (such as restricting features of the Services) at any time in the event of any breach of these Terms, including, if we reasonably believe any of your representations and warranties may be untrue, misleading, or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason;

  • the Services may evolve, which means JayX may apply changes, replace, or discontinue (temporarily or permanently) the Services at any time in our sole discretion;

  • the pricing information and other data provided on the Site does not represent (i) an offer, a solicitation of an offer, or recommendation to enter into, a transaction with JayX (other than the payment of fees to JayX) or (ii) any advice regarding a transaction entered into using the Site and the Services;

  • JayX does not act as an agent for you or any other user of the Services;

  • you are solely responsible for your use of the Services, including all of your transfers of Digital Assets;

  • to the fullest extent not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;

  • you are solely responsible for reporting and paying any taxes applicable to your use of the Services;

  • we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any Digital Assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so, and if you experience a problem with any transactions in Digital Assets using the Services, then you bear the entire risk;

  • we may, from time to time, operate contests, promotions, sweepstakes or other activities or offer referral programs (“Promotions and Referrals”), which may be governed by separate terms and conditions and rules that may contain certain eligibility requirements; and you are responsible for reading all terms and conditions and rules relating to the Promotions and Referrals to determine whether you are eligible to participate; if you enter or participate in any Promotions and Referrals, then you agree to abide by and to comply with all terms and conditions and rules of such Promotions and Referrals; all Promotions and Referrals will be optional so you should not enter or participate in such Promotions and Referrals if you do not agree to abide by and comply with all such terms and conditions and rules; and

  • suppose you receive discounts on fees from any promotions and referrals that are not subject to separate terms and conditions and rules. In that case, JayX reserves the right to add to, modify or eliminate the discounts and any other aspect of such Promotions and Referrals.

• As a condition to accessing or using the Services, you covenant to JayX the following:

  • in connection with using the Services, you will only transfer legally-obtained Digital Assets that belong to you;

  • you will obey all Applicable Laws in connection with using the Services, and you will not use the Services if the laws of your country, or any other Applicable Law, prohibit you from doing so;

  • any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such digital assets;

  • and in addition to complying with all restrictions, prohibitions, and other provisions of these Terms, you will (a) ensure that, at all times, all information that you provide on the Site and during your use of the Services is current, complete, and accurate; and (b) maintain the security and confidentiality of your private keys associated with your public blockchin address, passwords, API keys, private keys associated with your JayX Service account (JayX keys) and other related credentials.

JAYX ACCOUNT

To use any of the Services, you are required to provide accurate information for all fields on the registration page to verify your identity, along with affirming these Terms

• Protecting your Account: You agree not to enable anyone to use or direct your account, and to update us of any information change or if your account has been compromised. You are responsible for keeping, protecting and safeguarding any keys, certificates, passwords, access codes, user IDs, API Key or other credentials and login information (collectively "Passwords") that have been provided to you or that are generated in connection with your use of the Services. If you lose your wallet access, you may be unable to access your account. We will not be responsible for any liabilities, losses, or damages of any kind, whether direct or indirect, arising out of the unauthorized use of your private keys or secret recovery phrases. You understand and agree that if you authorize any third party or third-party platform to use the private keys or secret recovery phrases information of your account, the third party or third-party platform will know your account information (including, without limitation, information about your assets, transactions, operating authority for trading and account information, etc.), and your account will be exposed to certain risks and may suffer loss or damage. You agree to be solely responsible for any loss or damage caused by you authorizing any third party or third-party platform to use your private keys or secret recovery phrases information, and any loss or damage caused to you by the third party or third-party platform using your account private keys or secret recovery phrases information. We will not be liable for any compensation or other legal liabilities for the loss or damage caused by the above-mentioned circumstances. We provide an online trading platform, and to avoid potential security risks, the login password, administration password and any other passwords shall not be set as the same. The users shall bear relevant responsibilities.

• Account Balance: If your account shows a credit balance, you may request us to return available Digital Assets. However, we may at our discretion elect to withhold (or if applicable, deduct) your request to withdraw (in whole or in part) Digital Assets to you if: (a) your open derivatives transactions show notional losses; (b) we consider that additional Digital Assets may be required to meet any current or future margin requirement on open derivative positions due to underlying market conditions; (c) you have any actual or contingent liability towards us under the Terms; and/or (d) we reasonably determine that there is an unresolved dispute between us in connection with the Terms.

3. TRANSACTION, TRADING RULES AND SETTLEMENT

In connection with your use of the Services, unless expressly stated otherwise pursuant to a promotion operated by JayX, you are required to pay all fees necessary for interacting with blockchains, as well as all other fees reflected on the Site at the time of your use of the Services. Although we attempt to provide accurate fee information, this information reflects our estimates of fees, which may vary from the actual fees paid to use the Services and interact with the blockchain.

Transaction, Trading Rules, and Settlement

• Orders and Instructions: You may issue orders and instructions to JAYX and JAYX may, in its absolute discretion, decide whether or not to accept your orders and instructions. Orders and instructions, once given or issued, may not be revoked without our consent. JAYX will exercise all due skill, care and diligence when executing your orders and instructions.

• Order Execution: JAYX will execute orders promptly at the prices and on the terms agreed with you or as per the instructions given to JAYX. You authorize JAYX to buy or sell assets on your behalf at such times and on the terms and conditions you may specify. You acknowledge that in entering into any Contract with us you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. We do not provide investment advice to you or any form of advice, recommendation or opinion as to the merits or otherwise of entering into a Contract. Any decision by you to enter into a Contract with us will be based solely on your own judgment and assessment of the Contract and the associated risks.

• No Investment Advice: JAYX does not provide investment, tax, accounting or legal advice, nor does JAYX provide recommendations or endorsements as to the suitability of any specific Contract or strategy. You understand that the market for Digital Assets is highly volatile and that you are solely responsible for evaluating the suitability, desirability and appropriateness of any Contract or strategy that you may undertake, and understand the risks associated with trading. JAYX shall not be responsible for any loss or damage you incur as a result of your use of any services or your failure to understand the nature and risks associated with Contracts or Digital Assets.

Commissions and Fees

• Comissions: You agree to pay JAYX commissions, fees and charges as set out on our JAYX Platform. JAYX may, at its discretion, change the commissions, fees and charges from time to time.

• Cryptocurrency Conversion: If you conduct a trade on our JAYX Platform that involves the conversion of cryptocurrency, you agree that JAYX may, at its discretion, charge you a conversion fee as set out on our JAYX Platform. You agree to pay all cryptocurrency conversion fees.

Margin

• Margin Requirements: You must at all times maintain sufficient Margin to cover your obligations to us. JAYX may, at any time, in its absolute discretion, vary the Margin requirements by giving you notice by telephone, email, text message, via our JAYX Platform or by posting notice of the change on our JAYX Platform.

• Effect of Gearing: The need to monitor your positions is of greater importance when you have entered into Contracts with us because of the effect of gearing. Gearing magnifies the rate at which profits or losses can be incurred and, as a result, it is important that you monitor your positions closely.

• Margin Call: We are not under any obligation to keep you informed of your account balance and Margin required. (i.e. to make a 'Margin call') However, if we do so, the Margin call may be made by telephone call, post, email, text message or through the JAYX Platform.

• Change in Margin Levels: We will be entitled, at any time, and at short notice, to increase or decrease the Margin required from you on open Trades. You agree that, regardless of the normal way in which you and we communicate, we will be entitled to notify you of a change to Margin levels or the credit arrangements for your account by any of the following means: telephone, email, text message, via our JAYX Platform or by posting notice of the change on our JAYX Platform. Any increase in Margin levels will be due and payable immediately on our demand. We will only increase Margin requirements or change the credit arrangements for your account where we, in our absolute discretion, reasonably consider it to be necessary, including but not limited to, in response to or in anticipation of: (a) a change in the volatility and/or liquidity in the Digital Asset market; (b) economic news; (c) a Digital Asset is rumoured to being suspended from trading on another Digital Asset trading platform; (d) you change your dealing pattern with us; or (e) any change to the Applicable Laws and Regulations.

• Socialised Clawback Mechanism: Please note that in certain instances we may trigger a socialized clawback mechanism to take a portion of your gain to cover any shortfall. The socialized clawback mechanism is triggered when JAYX's insurance funds are not able to cover a User's losses. In these instances, JAYX will use its socialized clawback mechanism to clawback net profits from other Users to cover shortfalls.

• Loopholes and System Failures: In the event of a potential loophole in the trading rules or platform system failure or a loophole that unjustly enriches the User, we will contact the User to recover the gains. The User must fully and effectively cooperate; otherwise, we will take any and all actions, including, but not limited to restrictions on account transactions, freezing your account(s) or funds in your account(s) funds, debit assets from your account(s) to recover gains that unjustly enrich the User, prosecution of the User in a court with right of jurisdiction and any other recourse measures. In the event that the User does not cooperate, the User will also bear any and all recourse costs.

• Difficulty in Liquidating a Position: Under certain circumstances or situations, liquidating a position in Digital Assets may be difficult or even impossible. Certain events that occur on the network may occur rapidly and affect the ability to conduct transactions on JAYX's platform. Information relating to these network events may be difficult to predict or ascertain beforehand and may be subject to limited oversight by any third party who may be capable of intervening in order to stabilize the network.

4. NO PROFESSIONAL ADVICE OR FIDUCIARY DUTIES

All information provided in connection with your access and use of the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking any action based on any information contained on the site or any other information that we make available at any time, including blog posts, data, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

5. PROHIBITED ACTIVITY

You may not use the Services to engage in the categories of activity set forth below (“Prohibited Uses”). The specific activities set forth below represent, but not exhaustive, Prohibited Uses. If you are uncertain as to whether your use of the Services involves a Prohibited Use or have other questions about how these requirements apply to you, then please get in touch with us at [email protected]. By using the Services, you confirm that you will not engage in any of the following Prohibited Uses:

• engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under Applicable Law, including sales, distribution or access to counterfeit music, movies, software or other licensed materials without the appropriate authorization from the rights holder; use of JayX's or our licensors' intellectual property, name or logo, including use of JayX's trade, service or licensed marks, without express consent from JayX or in a manner that otherwise harms JayX; any action that implies an untrue endorsement by or affiliation with JayX;

• engage in improper or abusive trading practices, including, but not limited to, (a) any fraudulent act or scheme to defraud, deceive, trick or mislead; (b) trading ahead of another user of the Services or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; (g) cornering, or attempted cornering, of any Perpetual Contracts or other Digital Assets; (h) violations of bids or offers; (i) wash trading (i.e., entering buy and sell orders at or about the same price, volume, and time for the purpose of generating trading volume); (j) manipulation (i.e., trading for the purposes of affecting the market price of a Digital Asset and creating an artificial price); (k) spoofing (i.e., placing buy or sell orders without a bona fide intent to transact and with the intent to cancel before execution); (l) knowingly making any bid or offer for the purpose of making a market price that does not reflect the true state of the market; (m) entering orders for the purpose of entering into transactions without a net change in either party's open positions but a resulting profit to one party and a loss to the other party, commonly known as a “money pass;” or (n) any other trading activity that, in the reasonable judgment of JayX, is abusive, improper or disruptive to the operation of the Interface.

• use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Site or the Services in any manner;

• circumvent any content-filtering techniques, security measures or access controls that JayX employs on the Site, including through the use of a VPN;

• use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services, to extract data, or to introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Site or the Services;

• provide false, inaccurate, or misleading information while using the Services or engage in activity that operates to defraud JayX, other users of the Services or any other person;

• use or access the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including terrorism or tax evasion;

• use the Services in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable, or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others;

• use the Services from a jurisdiction (including an IP address in a jurisdiction) that we have, in our sole discretion, determined is a jurisdiction where the use of the Site, the Interface or the Services is prohibited, including any Blocked Countries or any Restricted Territory;

• harass, abuse or harm another person, including JayX's employees and service providers;

• impersonate another user of the Services or otherwise misrepresent yourself; or

• engage or attempt to engage, or encourage, induce or assist any third party to engage or attempt to engage in any of the activities prohibited under this Section 5 or any other provision of these Terms.

6. CONTENT

You hereby grant to us a royalty-free, fully paid-up, sublicensable (through multiple tiers), transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users as a result of your use of the Site or the Services (collectively, “Your Content”), including for promoting JayX or the Services. You represent and warrant that (a) you own Your Content or have the right to grant the rights and licenses in these Terms; and (b) Your Content and our use of Your Content, as licensed herein, does not and will not violate, misappropriate or infringe on any third party's rights.

7. PROPRIETARY RIGHTS

• You acknowledge that certain aspects of the Services may use, incorporate or link to certain open-source components and that your use of the Services is subject to, and you will comply with, any applicable open-source licenses that govern any such open-source components (collectively, the “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services; (b) use the Services for time-sharing or service bureau purposes; or (c) otherwise use the Services in a manner that violates the Open-Source Licenses.

• Excluding third-party software that the Services incorporates, as between you and JayX, JayX owns the Services, including all technology, content and other materials used, displayed or provided on the Site or in connection with the Services (including all intellectual property rights subsisting therein, whether or not subject to the Open-Source Licenses), and hereby grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use those portions of the Site and the Services that are proprietary to JayX and not available pursuant to the Open-Source Licenses.

• Any of JayX's product or service names, logos, and other marks used on the Site or as a part of the Services including JayX's name and logo are trademarks owned by JayX or our licensors You may not copy, imitate, or use them without the prior written consent of JayX or the applicable licensors, and these Terms do not grant you any rights in those trademarks. You may not remove, obscure, or alter any legal notices displayed in or along with the Site or the Services.

• The private key associated with the blockchain address from which you transfer Digital Assets is the only private key that can control the Digital Assets you transfer into the smart contracts available on the Interface.

8. LINKS

The Services or third parties may provide, links to other World Wide Web or accessible sites, applications, or resources. You acknowledge and agree that JayX is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such site or resource.

9. MODIFICATION, SUSPENSION, AND TERMINATION

We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice, for any reason whatsoever, including to only allow open Perpetual Contracts to be closed. Upon termination of your access, your right to use the Services will immediately cease. We will not be liable for any losses suffered by you resulting from any modification, suspension or discontinuance of any Services or from any modification, suspension or termination, for any reason, of your access to all or any portion of the Services. The following sections of these Terms will survive any termination of your access to the Site or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.

10. RISKS

• By accessing or using the Services , you understand and agree to the inherent risks associated with cryptographic systems and blockchain-based networks; Digital Assets, including the usage and intricacies of native Digital Assets, like ether (ETH); smart contract-based tokens, including fungible tokens and NFTs; and systems that interact with blockchain-based networks. JayX does not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including blockchain, is open source, such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree (a) that JayX is not responsible for the operation of the blockchain-based software and networks underlying the Services, (b) that there exists no guarantee of the functionality, security, or availability of that software and networks, and (c) that the underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services. Blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to Digital Assets on the Ethereum blockchain or other blockchain-based networks. Neither JayX nor any other person or entity will be able to retrieve or protect your Digital Assets. If your private key(s) are lost, then you will not be able to transfer your Digital Assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

• You acknowledge and understand that the Services and your Digital Assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability of JayX to continue to make available our proprietary software and could impede or limit your ability to access or use the Services.

• You acknowledge and understand that cryptography is a progressing field with advances in code cracking or other technical advancements, such as the development of quantum computers, which may present risks to Digital Assets and the Services, and could result in the theft or loss of your Digital Assets. To the extent possible, the smart contracts available on the Interface will be updated to account for any advances in cryptography and to incorporate additional security measures necessary to address risks presented from technological advancements, but that intention does not guarantee or otherwise ensure full security of the Services.

• You understand that the blockchain networks remain under development, which create technological and security risks when using the Services in addition to uncertainty relating to Digital Assets and transactions therein. You acknowledge that the cost of transacting on blockchain is variable and may increase at any time causing impact to any activities taking place on blockchain, which may result in price fluctuations or increased costs when using the Services.

• You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided relating to the Services. This warning and other warnings JayX provides in these Terms are in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Services.

• Although we intend to provide accurate and timely information and data on the Site and during your use of the Services, the Site and other information available when using the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you acknowledge and understand that you should verify all information before relying on it, and all decisions based on information contained on the Site or as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any pricing information distributed via the Site or otherwise when using the Services. Prices and pricing information may be higher or lower than prices available on platforms providing similar services.

• Any use or interaction with the Services requires a comprehensive understanding of applied cryptography and computer science to appreciate the inherent risks, including those listed above. You represent and warrant that you possess relevant knowledge and skills. Any reference to a type of Digital Asset on the Site or otherwise during the use of the Services does not indicate our approval or disapproval of the technology on which the Digital Asset relies, and should not be used as a substitute for your understanding of the risks specific to each type of Digital Asset.

• Use of the Services in particular for entering into Perpetual Contracts may carry financial risk. Digital Assets, especially in connection with Perpetual Contracts, are, by their nature, highly experimental, risky, and volatile. Transactions entered into in connection with the Services are irreversible, final and there are no refunds. You acknowledge and agree that you will access and use the Services at your own risk. The risk of loss in trading Digital Assets, especially entering into Perpetual Contracts, can be substantial. You should, therefore, carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets, including Perpetual Contracts. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any Digital Asset. You accept all consequences of using the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you for any loss or injury sustained by you or any third parties in connection with, your use of the Services for performing Digital Asset transactions, including entering into Perpetual Contracts.

• You understand that the Service remains under development, which creates technological, trading, and other risks when using the Services. These risks include, among others, delays in trades, withdrawals, and deposits resulting from the servers of JayX Services being offline; an incorrect display of information on the Site in the case of server errors; or transactions using the Services being rolled back in the case of server errors. You acknowledge that these risks may have a material impact on your transactions using the Services, which may result in, among other things, failing to fulfill transactions at your desired price or at all.

• You understand that you are responsible for all trades you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous trades that result from your errors.

• You hereby assume the risks set forth in this Section 10 and Section 2, and acknowledge and agree that JayX will have no responsibility or liability for the risks set forth in this Section 10. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against JayX and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors (“Representatives”) related to any of the risks set forth in this Section 10 and Section 2.

11. LIMITATION OF LIABILITY, WARRANTIES AND INDEMNIFICATION

Exclusion of liability

Neither JAYX nor any of its Related Parties shall be liable for any Loss arising, directly or indirectly, from:(a) any dispute between you and one or more other Users; (b) any Losses arising from your breach of these Terms; (c) any Losses arising from your violation of any Applicable Laws and Regulations; or (d) any act or omission by a third party with access to your Account,and you hereby release and waive any right to claim any such Loss from JAYX and/or its Related Parties.

Limitation of liability

• Nothing in these Terms shall limit JAYX and/or JAYX's Related Parties liability to you resulting from JAYX's: (a) fraud or fraudulent misrepresentation; (b) deliberate misconduct; or (c) for death or personal injury resulting from their actions.

• To the fullest extent permitted by the Applicable Laws and Regulations, the total aggregate liability of JAYX for Losses, arising out of an individual claims or series of claims, incurred by:(a) an Applicant arising out of, or in connection with an application; (b) You arising out of, or in connection with:(i) the Services; (ii) any performance or non-performance of the Services; (iii) any information or material provided by, or on behalf of, JAYX and/or its Related Parties; or (iv) any other breach of these Terms,shall be limited in aggregate to the lower of: (a) USD 100; or (b) the total fees paid by the User to JAYX in respect of the Services during the preceding twelve (12) month period (the “Cap”).

• Where a claim arises in relation to a specific Trade, the total liability to the User, of JAYX, its shareholders, affiliates or services providers, and their respective officers, directors, employees, agents or representatives shall be limited to the purchase / sale amount of the Trade in dispute by reference to the price for such Trade at the time it took place or ought reasonably to have taken place and in any case subject to the Cap.

• In no event shall JAYX and/or JAYX's Related Parties be liable to you for any Indirect Losses.

Liability and Indemnification

• Nothing in these Terms shall limit JAYX and/or JAYX's Related Parties liability to you resulting from JAYX's: (a) fraud or fraudulent misrepresentation; (b) deliberate misconduct; or (c) for death or personal injury resulting from their actions.

Force Majeure Events

Neither party shall be liable for any delay or failure to perform any of their obligations under these Terms caused by a Force Majeure Event.

Indemnification

• To the fullest extent permitted by the Applicable Laws and Regulations, you agree to indemnify, hold harmless and promptly defend JAYX and JAYX's affiliates and associates (including our and their respective agents (if any) and the shareholders, directors, officers and employees of JAYX and JAYX's affiliates and associates) (each an “Indemnified Party”) from and against any and all losses arising from or in connection with any third-party claims, losses, liabilities, damages, judgments, penalties, fines, costs and expenses of whatever kind (including professional fees and reasonable attorney's fees) which may be suffered or incurred by any of the Indemnified Party arising out of or related to: (a) your (or any of the User's Authorised Representatives') use of or conduct in connection with the Account or the Services; (b) your failure to perform any of your obligations under these Terms; (c) a breach by you and/or JAYX's enforcement of the Terms connected to the breach; (d) your violation of any Applicable Laws and Regulations; (e) your violation of the rights of any third party; (f) any third party claim related to your use of the Service(s); (g) any false, inaccurate, misleading or deceptive information provided by you to JAYX in the course of JAYX providing you with the Services under these Terms; (h) any investigation, claim, suit, action or other proceeding against us relating to or arising out of your use of the Service(s) by a governmental authority or regulatory or self-regulatory agency or organization in any applicable jurisdiction(s); or (i) any breach by the User of any of the representations, warranties and undertakings made by the User to us under these Terms.

• If you are obligated to indemnify JAYX or any of its Related Parties pursuant to this Clause 15.10, JAYX will have the right, in its sole discretion, to control any action or proceeding and to determine whether it wishes to settle and, if so, on what terms.

Disclaimer of Warranties

• The services and any information or materials provided by JAYX are provided on an “as is” and “as available” basis. JAYX expressly disclaims and the User waives any and all warranties of any kind, whether express or implied, including, without limitation: (a) implied warranties of merchantability, fitness for a particular purpose, title and/or non-infringement; and (b) warranties arising from the course of performance, course of dealing or usage in trade.

• Without limiting the above clause, the User acknowledges that: (a) JAYX does not represent or warrant that the Services, any interface used to access the Services, the Website or any information or materials provided or made available by JAYX are accurate, complete, reliable, current, error-free, free of viruses or other harmful components, or any other defects; and (b) JAYX does not guarantee that any Order will be executed, accepted, recorded or remain open.

• Except for the express statements set forth in these Terms, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to its use and access by you of the JAYX Platform and/or the Services.

• You hereby understand and agree that JAYX will not be liable for any Losses arising out of or relating to: (a) any inaccuracy, defect or omission of any pricing information relating to a Digital Asset; (b) interruption in any such data; (c) any error or delay in the transmission of such information; and (d) any damages incurred by another User's actions, omissions or violation of these Terms.

• JAYX cannot ensure or warrant the security or confidentiality of information transmitted to JAYX or received from JAYX through electronic means, which includes the internet, wireless connection, email, phone, and SMS, since JAYX has no way of ensuring that the transmission of such information is protected at all times. If you believe your data is no longer secure, you should contact JAYX at the email address, mailing address, or telephone number published on the JAYX Platform or as notified to the User from time to time.

12. DISCLOSURES;

• You understand that JayX is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Services.

• To the maximum extent permitted under Applicable Law, the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, and whether or not known or discoverable, including the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Services (including any data relating thereto) will be uninterrupted, available at any particular time, or error-free. Further, we do not warrant that errors in the Services are correctable or will be correctable.

• You acknowledge that data you provide while accessing or using the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside of our control.

13. LIMITATION OF DAMAGES; EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES

• Without limitation of any other provision of these Terms, you hereby agree that neither JayX nor any of its Representatives will have any responsibility or liability whatsoever for any loss or injury sustained by you or any third parties as a result of (i) any equipment or technology or other infrastructure delay, inaccessibility, or malfunctions; (ii)periodic maintenance procedures or repairs that JayX or any of our suppliers or contractors may undertake from time to time; (iii) causes beyond JayX's control or that JayX could not reasonably foresee; (iv) disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or (v) unavailability of third-party service providers or external partners for any reason. Under no circumstances will JayX or its Representatives have any liability for any such loss or injury caused by any of the foregoing events, including but not limited to any obligation to cover or reimburse any damages or losses caused by such events. You expressly acknowledge that any risk of loss resulting from such events shall be borne by you, and you expressly assume any and all such risks.

• In no event will JayX, our suppliers and contractors, and JayX's or our suppliers' and contractors' respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, the “Risk Limited Parties”) be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their respective content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, your Digital Assets, Perpetual Contracts or any other product, service or other item provided by or on behalf of JayX, whether under contract, tort (including negligence), civil liability statute strict liability breach of warranties or under any other theory of liability and whether or not we have been advised of, knew of or should have known of the possibility of such damages and, notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder, nor is JayX in any way responsible for the execution or settlement of transactions between users of the Services.

14. LIMITATION OF LIABILITY

Without limitation of any provision of these Terms, in the event that JayX or any related party is found liable under these Terms, the aggregate liability of JayX (together with our equity owners, members, directors, managers, officers, employees, attorneys, agents, representatives, suppliers, or contractors), arising out of or in connection with your use of the Services (and any of their content and functionality), any performance or nonperformance of the Services, your Digital Assets, Perpetual Contracts or any other product, service or other item provided by or on behalf of JayX, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability, will not exceed the amount of fees paid by you to JayX under these Terms, if any, in the two (2) month period immediately preceding the event giving rise to the claim for liability.

15. Unclaimed PROPERTY

Obligations of JayX

If you have any assets held by JayX in your Account and JayX is unable to contact you and has no record of your use of the Services for a period of time exceeding not less than twelve (12) months or, in certain jurisdictions, the period of time required by applicable laws or regulations in relevant jurisdiction(s), JayX may be required to report these funds as unclaimed property in accordance with the Applicable Laws and Regulations. JayX will use reasonable endeavors to locate you using the contact information available to JayX.

15.2 If we receive any document(s) confirming your death or other information leading JayX to believe that you have died, JayX reserves the right to freeze your Account.

15.4 If JayX has reason to believe you may have died but does not have proof of your death in a form satisfactory to JayX, you authorize JayX to make enquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by JayX of proof satisfactory to JayX that you have died, the fiduciary you have designated in a valid will or similar testamentary document will be required to open a new Account.

15.5 If you have not designated a fiduciary, then JayX reserves the right to treat as your fiduciary any person entitled to inherit your Account, as determined by JayX upon receipt and review of the documentation that JayX, in its sole and absolute discretion, deems necessary or appropriate, including (but not limited to) a will, a living trust or other similar documentation, or an order designating a fiduciary from a court having competent jurisdiction over your estate.

15.6 In the event JayX determines, in its sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, JayX reserves the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Account.

16. GENERAL INFORMATION

• Please refer to our privacy policy, which is incorporated herein by reference and available at https://jayx.com/privacy/ , for information about how we collect, use, share and otherwise process information about you.

• You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Site, by emailing them to you at the email address you provide in connection with using the Services, if any, or by Telegram at the username you provided to us during the course of your use of the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact us with questions, complaints, or claims concerning the Services at [email protected].

• Any right or remedy of JayX set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of JayX in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof.

• The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect.

• We will have no responsibility or liability for any failure or delay in performance of any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.

• You may not assign or transfer any right to use the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, with or without notice or obtaining your consent or approval.

• Except to the extent otherwise provided or unless the context otherwise requires, for the purposes of these Terms: (a) headings of sections are for convenience only and will not be used to limit or construe such sections; (b) whenever the words “include,” “includes” or “including” are used in these Terms, they are deemed to be followed by the words “without limitation”; and (c) the use of “or” is not intended to be exclusive.

• These Terms contain the entire agreement between you and JayX, and supersede all prior and contemporaneous understandings between the parties with respect to the Services.

• In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless such other agreement specifically identifies these Terms and declares that such other agreement supersedes these Terms.

• You agree that, except as otherwise expressly provided in this Agreement, there is no third-party beneficiaries to the Agreement other than the Indemnified Parties.

17. APPLE-ENABLED SOFTWARE

With respect to the mobile application that is made available by JayX for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions outlined in these Terms, the following terms and conditions apply:

• JayX and you acknowledge that these Terms are concluded only between JayX and you, and not with Apple Inc. or its affiliates (collectively, “Apple”), and that as between JayX and Apple, JayX, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.

• You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions (the “Usage Rules”).

• Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the Usage Rules.

• Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.

• Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be JayX's sole responsibility, to the extent it cannot be disclaimed under applicable law.

• JayX and you acknowledge that JayX, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.

• In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party's intellectual property rights, as between JayXand Apple, JayX, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

• You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, including your wireless data service agreement.

• JayX and you acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.

18. Other Potential Risks

Forward-Looking Statements: Website and internet pages, investor relations releases, oral or written outlooks, presentations, audio and video recordings of events, and other publications from websites may contain optimistic, forward-looking statements that reflect JAYX and its management's current views with respect to prospective projects and events. Certain words, including but not limited to, “anticipate,” “assume”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, and “should”, as well as other expressions that often identify forward-looking statements. These statements are subject to risks, uncertainties, and changes due to many factors, including but not limited to: changes in Digital Asset and Fiat Currency exchange rates, interest rates, and commodity prices; the introduction of new and/or competing technology and ideas; increased market incentives; and a decline in demand for current Services or other products.