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BIFINITY UAB Terms of Use

2021-12-03 06:48
Last revised: 20 December, 2021
Please read these terms of use (“Terms”) carefully as they govern your use of Bifinity Services (as defined below). As with any asset, the values of Digital Assets (as defined below) may fluctuate significantly and there is a substantial risk of economic losses when purchasing, selling, holding or investing in Digital Assets. By making use of Bifinity Services, you acknowledge and agree that: (1) you are aware of the risks associated with transactions of Digital Assets; (2) you shall assume all risks related to the use of the Bifinity Services and transactions of Digital Assets; (3) Bifinity UAB shall not be liable for any such risks or adverse outcomes; and (4) you should obtain independent legal and/or financial advice before entering into any transaction and/or using any Bifinity Services.
These Terms are entered into between you (hereinafter referred to as “you” or “your”) and Bifinity UAB. By accessing, downloading, using or clicking on “I agree”, “I accept”, “Start” or any similar agreement, acceptance or commencement acknowledgment to accept any Bifinity Services provided by Bifinity UAB, you agree that you have read, understood and accepted all of the terms and conditions stipulated in these Terms as well as the Privacy Policy (as defined below). In addition, when using some features of the Bifinity Services, you may be subject to specific additional terms and conditions applicable to those features and/or subject to Paysafe’s terms of use and privacy policy (when using Bifinity Digital Wallet Services).
By accessing, using or attempting to use Bifinity Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access Bifinity UAB or utilize Bifinity Services in any way.
1 Definitions
In these Terms, the following defined terms shall have the meaning ascribed to them below:
Available Crypto” means such Digital Currencies as may be designated for such purpose by Bifinity UAB in its absolute discretion from time to time.
Available Fiat” means such fiat currencies as may be designated for such purpose by Bifinity UAB in its absolute discretion from time to time.
Bifinity” refers to the Bifinity Website and its owned and/or operated domains and or sub-domain (whose domain names include but are not limited to https://www.bifinity.com/en/terms), mobile applications, clients, applets and other applications that are developed to offer Bifinity Services, including through the integration and/or use of other operator’s services.
Bifinity Accounts” refer to the foundational virtual accounts, including main accounts and subaccounts, which are opened by Bifinity UAB for Users to record on Bifinity UAB their usage of Bifinity Services, transactions, asset changes and basic information, and which serve as the basis for Users to enjoy and exercise their rights on Bifinity UAB.
Bifinity Digital Wallet” means an electronic money account opened with Paysafe that a User may open and maintain through the Bifinity Website.
Bifinity Services” means such services as set forth in Article 3 (Bifinity Services) below.
Bifinity UAB”, “we” or “us” (as the context requires) means Bifinity UAB (registration number: 305595206), company established under the laws of the Republic of Lithuania and having its registered office at Didžioji st. 18, Vilnius, Republic of Lithuania.
Bifinity Website” means the user interface made available for use by Users at www.bifinity.com.
Bifinity Website Rules” means all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by Bifinity UAB, as well as all regulations, implementation rules, product process descriptions, and announcements published in the [Help Center] or within products or service processes.
Crypto-to-crypto Trading” means spot transactions in which one type of Available Crypto is exchanged for another type of Available Crypto.
Digital Assets” means Digital Currencies, their derivatives or other types of digitalized assets with a certain value.
Digital Currencies” means encrypted or digital tokens or cryptocurrencies with a certain value that are based on blockchain and cryptography technologies and are issued and managed in a decentralized form.
Fiat Trading” means spot transactions in which Digital Currencies are exchanged for Available Fiat or vice versa.
Fiat Trading Pairs” means the trading pairs as quoted on the Bifinity Website which involve a fiat currency on one hand and a Digital Currency on the other.
Paysafe” means:
(a) with respect to Users who are residents of the European Union and/or European Economic Area, Paysafe Payment Solutions Limited, a company incorporated and registered in Ireland with company number 626665, the registered office of which is at Grand Canal House, Grand Canal Street Upper, Dublin 4 DO4 Y7R5, Ireland; or
(b) with respect to Users who are residents of the United Kingdom, Skrill Limited, a company incorporated in England and Wales with company number 04260907, the registered office of which is at 25 Canada Square, London, E14 5LQ.
Privacy Policy” means the privacy policy of Bifinity UAB from time to time as made available on the Bifinty Website.
Users” means all individuals, institutions, organizations or other entities that access, download or use Bifinity or Bifinity Services and who meet the criteria and conditions stipulated by Bifinity UAB.
2 General Provisions
2.1 About These Terms
2.1.1 Contractual Relationship.
These Terms constitute a legal agreement and create a binding contract between you and Bifinity UAB.
2.1.2 Supplementary Terms.
Due to the rapid development of Digital Assets and Bifinity UAB, these Terms between you and Bifinity UAB do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, the Privacy Policy , Bifinity Website Rules, and all other agreements entered into separately between you and Bifinity UAB (together, “Supplementary Terms”) are deemed supplementary terms that are an integral part of these terms and shall have the same legal effect. Your use of Bifinity Services is deemed your acceptance of any and all Supplementary Terms.
2.1.3 Changes to these terms.
Bifinity UAB reserves the right to change or modify these Terms in its discretion at any time. Bifinity UAB will notify such changes by updating the Terms on its website and modifying the “last revised” date displayed on this page. Any and all modifications or changes to these terms will become effective upon publication on the Bifinity Website or release to Users. You agree that your continued use of Bifinity Services is deemed your acceptance of the modified agreement and rules. If you do not agree to any changes to these terms, you must stop using Bifinity UAB services immediately. You are recommended to frequently review these terms to ensure your understanding of the terms and conditions that apply to your access to and use of Bifinity UAB services.
2.1.4 Prohibition of use.
By accessing and using Bifinity UAB services, you represent and warrant that you have not been included in any trade embargoes or economic and/or other sanctions list, the list of specially designated nationals maintained by OFAC (The Office of Foreign Assets Control of The U.S. Department of The Treasury), or other sanction list issued and or applicable in European Union and/or Republic of Lithuania. Bifinity UAB reserves the right to refuse, in its discretion, the provision of Bifinity Services to certain companies and/or individuals.
2.2 About Bifinity UAB.
2.2.1 To provide Bifinity Services, Bifinity UAB may engage in trading on an online platform for Digital Assets trading powered by Bifinity.
2.2.2 Although Bifinity UAB has been committed to maintaining the accuracy of the information provided through Bifinity Services, Bifinity UAB cannot and does not guarantee its accuracy, applicability, reliability, integrity, performance or appropriateness, nor shall Bifinity UAB be liable for any loss or damage that may be caused directly or indirectly by your use of these contents. The information about Bifinity Services may change without notice, and the main purpose of providing such information is to help Users make independent decisions. Bifinity UAB does not provide investment or consulting advice of any kind, and is not responsible for the use or interpretation of information on Bifinity UAB or any other communication medium. All Users of Bifinity Services must understand the risks involved in Digital Assets trading, and are recommended to exercise prudence and trade responsibly within their own capabilities.
2.3 Bifinity Account Registration and Requirements.
2.3.1 Registration.
All Users must apply for a Bifinity Account through the Bifinity Website before using Bifinity Services. When you register a Bifinity Account, you must provide your real name, email address and password, and accept these Terms, the Privacy Policy, and other Bifinity Website Rules. Bifinity UAB may refuse, in its discretion, to open a Bifinity Account for you. You warrant that all information provided by you for registration of a Bifinity Account is true, complete and accurate, and you agree to timely update any information you provided to Bifinity UAB to maintain the integrity and accuracy of the information. Only one User can be registered at a time, but each individual User (including any User that is a business or legal entity) may maintain only one main account at any given time. Institutional Users (including Users that are businesses and other legal entities) can open one or more sub-accounts under the main account with the consent of Bifinity UAB. For certain Bifinity Services, you may be required to set up a special account independent from your Bifinity Account, based on the provisions of these Terms or the Supplementary Terms. The registration, use, protection and management of such trading accounts are equally governed by the provisions of this Article and Article 6 (Termination of Agreement), unless otherwise stated in these Terms or the Supplementary Terms.
2.3.2 Eligibility.
(a) By registering to use a Bifinity Account, you represent and warrant that (1) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws at the date of registration; (2) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (3) you have not been previously suspended or removed from using Bifinity Services; (4) you do not currently have a Bifinity Account; (5) you are neither a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user (or residing in any of the foregoing territories); nor are you acting on behalf of a United States user, a Malaysia user, a Singapore-based user, or an Ontario (Canada)-based user (or any residents in any of the foregoing territories). If you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you represent and warrant that you have all the necessary rights and authorizations to bind such legal entity; and (6) your use of Bifinity Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
(b) Please note that some products and services may not be available in certain jurisdictions or regions or to certain users. Bifinity UAB reserves the right to change, modify or impose additional restrictions at its discretion at any time.
2.3.3 User Identity Verification.
(a) Your registration of an account with Bifinity UAB will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through Bifinity UAB, or for other lawful purposes stated by Bifinity UAB. We will collect, use and share such information in accordance with the Privacy Policy.
(b) In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within eight (8) years after your account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, surname, government-issued personal code, date of birth, citizenship, email address, contact information, phone number, username, government-issued ID, and other information collected during account registration. When providing the required information for the purpose of user identity verification, you confirm and warrant that all information provided by you is true, complete and accurate.
(c) After registration, you must ensure that the information you have provided remains true, complete, and is timely updated when changed. If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, Bifinity UAB reserves the right to send you a notice to demand correction, directly delete the relevant information, and/or, as the case may be, terminate all or part of Bifinity Services we provide for you. If any of the information provided by you is untrue or incomplete, or if we are unable to reach you with the contact information you provided, you shall be fully liable for any loss or expense caused to Bifinity UAB during your use of Bifinity Services. You hereby acknowledge and agree that you have the obligation to update all the information if there is any change. By registering a Bifinity Account, you hereby authorize Bifinity UAB to conduct investigations that Bifinity UAB considers necessary, either directly or through a third party, to verify your identity or protect you, other users and/or Bifinity UAB from fraud or other financial crimes, and to take necessary actions based on the results of such investigations. You also acknowledge and agree that your personal information may be disclosed to credit bureaus and agencies for fraud prevention or financial crime prevention, which may respond to our investigations in full.
2.3.4 Account Usage Requirements.
A Bifinity Account can only be used by the account registrant. Bifinity UAB reserves the right to suspend, freeze or cancel the use of Bifinity Accounts by persons other than the account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify Bifinity UAB immediately. Bifinity UAB assumes no liability for any loss or damage arising from the use of a Bifinity Account by you or any third party with or without your authorization.
2.3.5 Account Security.
(a) Bifinity UAB has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for Bifinity Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Bifinity Account and personal information.
(b) You are solely responsible for keeping your Bifinity Account and password safe, and are responsible for all the transactions under your Bifinity Account. Bifinity UAB assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the Bifinity Website, online agreement renewal, or other relevant actions.
(c) By creating a Bifinity Account, you hereby agree that:
(i) you will notify Bifinity UAB immediately if you are aware of any unauthorized use of your Bifinity Account and password or any other violation of security rules;(ii) you will strictly abide by all mechanisms or procedures of Bifinity UAB regarding security, authentication, trading, charging, and withdrawal; and(iii) you will take appropriate steps to logout from Bifinity UAB at the end of each visit.
2.3.6 Personal Data
Please refer to the Privacy Policy.
3 Bifinity Services
3.1 General
Upon completion of the registration and identity verification for your Bifinity Account, you may use various Bifinity Services in accordance with the provisions of these Terms (including the Bifinity Website Rules and other Supplementary Terms). Bifinity UAB has the right to:
3.1.1 provide, modify or terminate, in its discretion, any Bifinity Services based on its development plan; and
3.1.2 allow or prohibit some Users’ use of any Bifinity Services in accordance with relevant Bifinity Website Rules.
3.2 Service Usage Guidelines
3.2.1 License
(a) Provided that you comply with the express terms and conditions stated in these Terms and any Suppmental Terms at all times during your usage, Bifinity UAB grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Bifinity Services through your computer or internet compatible devices for your personal/internal purposes. You are prohibited to use Bifinity Services for resale or commercial purposes, including transactions on behalf of other persons or entities. All the above actions are expressly prohibited and constitute a material violation of these Terms. The content layout, format, function and access rights regarding Bifinity Services shall be stipulated in the absolute discretion of Bifinity UAB. Bifinity UAB reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Bifinity Services in any way not expressly authorized by these Terms.
(b) These Terms only grant a limited license to access and use Bifinity Services. Therefore, you hereby agree that when you use Bifinity Services, Bifinity UAB does not transfer any Bifinity Services or Bifinity IP Rights (as defined below) to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Binifinty Services or provided through any Bifinity Services (hereinafter collectively referred to as “Bifinity IP Rights”), are exclusively owned, controlled and/or licensed by Bifinity UAB or its members, parent companies, licensors or affiliates.
(c) Bifinity UAB owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Bifinity UAB or Bifinity Services that you provide through email, Bifinity Services, or in any other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Bifinity UAB. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.
3.2.2 Restriction. When you use Bifinity Services, you agree and undertake to comply with the following provisions:
(a) During the use of Bifinity Services, all activities you carry out shall comply with the requirements of applicable laws and regulations, these Terms, any Supplemental Terms and various guidelines of Bifinity UAB;
(b) Your use of Bifinity Services shall not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using Bifinity Services;
(c) You agree not to use the Bifinity Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);
(d) Without written consent from Bifinity UAB, the following commercial uses of Bifinity UAB data are prohibited:
(i) Trading services that make use of Bifinity UAB quotes or market bulletin board information;
(ii) Data feeding or streaming services that make use of any market data of Bifinity UAB; and/or
(iii) Any other websites/apps/services that charge for or otherwise profit from (including through advertising or referral fees) market data obtained from Bifinity UAB;
(e) Without prior written consent from Bifinity UAB, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in any Bifinity IP Rights or any part thereof, or create their derivative works or otherwise take advantage of any part of any Bifinity IP Rights;
(f) You may not (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of any Bifinity IP Rights, or replicate or bypass the navigational structure or presentation of Bifinity Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner which is intended to be provided by Bifinity UAB to enable the access to Bifinity Services; (2) attempt to access any part or function of any Bifinity IP Rights without authorization, or connect to Bifinity Services or any Bifinity UAB servers or any other systems or networks of any Bifinity Services provided through the Bifinity Services by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of Bifinity Services or any network connected to any Bifinity IP Rights, or violate any security or authentication measures on Bifinity Services or any network connected to Bifinity Services; (4) reverse look-up, track or seek to track any information of any other Users or visitors of Bifinity Services; (5) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Bifinity Services or Bifinity UAB, or the infrastructure of any systems or networks connected to Bifinity Services; (6) use any devices, software or routine programs to interfere with the normal operation of Bifinity Services or any transactions on Bifinity Services, or any other person’s use of Bifinity Services; (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Bifinity UAB; and/or (8) use Bifinity Services in an illegal way.
(g) By accessing Bifinity Services, you agree that Bifinity UAB has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:
(i) Blocking and closing order requests;
(ii) Freezing your account;
(iii) Reporting the incident to the authorities;
(iv) Publishing the alleged violations and actions that have been taken; and
(v) Deleting any information you published that are found to be violations.
3.2.3 Fiat Trading
(a) Following the completion of the registration and identity verification for your Bifinity Account, you (as a User) will be able to utilise the following Fiat Trading services on the Bifinity Website (subject to availability of such services in your jurisdiction of residence, which shall be determined by Bifinity UAB in its absolute discretion and may change without notice from time to time):
(i) deposit fiat currency in your Bifinity Digital Wallet through debit/credit card or bank transfer;(ii) purchase Digital Currency with fiat currency by reference to Fiat Trading Pairs through debit/credit card or bank transfer or by debit from your Bifinity Digital Wallet;(iii) sell Digital Currency for fiat currency by reference to Fiat Trading Pairs through debit/credit card or bank transfer or by credit to your Bifinity Digital Wallet; and(iv) withdraw fiat currency from your Bifinity Digital Wallet through debit/credit card or bank transfer.
(b) For the purpose of Bifinity Services set forth in subclause 3.2.3(a) above, you agree that Bifinity UAB may partner with other third party services providers (including but not limited to Paysafe) in order to provide such Bifinity Services.
3.2.4 Crypto to Crypto Trading Services.
Notwithstanding any other provisions to the contrary, the following Bifinity Services are only available for Users that are resident in certain jurisdictions (which jurisdictions shall be determined by Bifinity UAB in its absolute discretion and may change without notice from time to time), and terms such as “you” or “your” shall only be construed to refer to such Users.
Upon completion of the registration and identity verification for your Bifinity Account, you may conduct Crypto-to-crypto Trading on Bifinity in accordance with the provisions of these Terms and Bifinity Website Rules.
(a) Orders. Upon sending an instruction of using Bifinity Services for Crypto-to-Crypto Trading (an “Order”), your Bifinity Account will be immediately updated to reflect the open Orders, and your Orders will be included in Bifinity UAB’s order book to match other Users’ Orders. An exchange (a “Transaction”) will occur if: (i) one of your Orders fully or partially matches another User’s Order, and such Transaction will be executed by Bifinity UAB; or (ii) your Order does not fully or partially match with another User’s Order, but matches with another order recorded on the Bifinity’s order book. For each Transaction, Bifinity UAB will execute the Transaction with you as the principal, and execute a back-to-back transaction with such other User(s) on Bifinity’s order book. Once the Transaction is executed, your account will be updated to reflect that the Order has been fully executed and closed, or the Order has been partially executed. The Order will remain incomplete until it is fully executed or cancelled under paragraph (a) below. To conclude a Transaction, you authorize Bifinity to temporarily control the Digital Currencies involved in your Transaction.
(b) Cancellation. For Orders initiated through Bifinity Services, you may only cancel them before they have been matched with other Users’ Orders. Once your Order has been matched with another User’s Order, you may not change, revoke or cancel Bifinity’s authorization to complete the Order. For any partially matched Order, you may cancel the unmatched part of the Order unless such portion has been matched. Bifinity reserves the right to reject any cancellation request related to the Order you have submitted. If your Bifinity Account does not have sufficient amount of Digital Currencies to execute an Order, Bifinity UAB may cancel the entire Order, or execute part of the Order with the amount of Digital Currencies you have in your account at its sole discretion (in each case, any Transaction related fees payable to Bifinity are deducted as stated in paragraph (c) below).
(c) Fees. You agree to pay Bifinity UAB the fees that may be required to be paid and which shall be specified from time to time on the Bifinity Website. Bifinity UAB may, in its discretion, update the fees at any time. Any updated fees will apply to any sales or other Transactions that occur after the effective time of the updated fees. You authorize Bifinity UAB to deduct from your account any applicable fees that you owe under these Terms.
3.2.5 Custodial Services
Digital Assets custodial services are made available to you by Bifinity UAB on terms and conditions set forth in the “Terms of Use of Crypto Custodial Services” available at domain(s)/sub-domain(s) owned and/or operated by Bifinity UAB from time to time.
4 LIABILITIES
4.1 Disclaimer of Warranties
4.1.1 To the maximum extent permitted under applicable laws, Bifinity Services, Bifinity UAB materials and any product, service or other item provided by or on behalf of Bifinity UAB are offered on an “as is” and “as available” basis, and Bifinity UAB expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, Bifinity UAB does not represent or warrant that the Bifinity Website, the UAB Services or any Bifinity UAB materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Bifinity UAB does not guarantee that any order will be executed, accepted, recorded or remain open. Except for the express statements, agreements and rules set forth in these terms, you hereby acknowledge and agree that you have not relied upon any other statement or agreement, whether written or oral, with respect to your use and access of the UAB Services. Without limiting the foregoing, you hereby understand and agree that Bifinity UAB will not be liable for any losses or damages arising out of or relating to: (a) any inaccuracy, defect or omission of digital assets price data, (b) any error or delay in the transmission of such data, (c) interruption in any such data, (d) regular or unscheduled maintenance carried out by Bifinity UAB and service interruption and change resulting from such maintenance, (e) any damages incurred by other users’ actions, omissions or violation of these terms, (f) any damage caused by illegal actions of other third parties or actions without authorized by Bifinity UAB; and (g) other exemptions mentioned in disclaimers and platform rules issued by Bifinity UAB.
4.1.2 The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.
4.2 Disclaimer of Damages and Limitation of Liability
4.2.1 To the maximum extent permitted by applicable laws, in no event will Bifinity UAB, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other businesses or financial benefits) arising out of any UAB Services, any performance or non-performance of UAB Services, or any other product, service or other item provided by or on behalf of Bifinity UAB and its affiliates, whether under contract, statute, strict liability or otherwise even if Bifinity UAB has been advised of the possibility of such damages except to the extent of a final judicial determination that such damages were a result of Bifinity UAB’s gross negligence, fraud, willful misconduct or intentional violation of law. For jurisdictions that do not allow the foregoing exclusion or limitation of incidental or consequential damages, such exclusion or limitation may not apply to you.
4.2.2 Notwithstanding the foregoing, in no event will the liability of Bifinity UAB, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of services offered by or on behalf of Bifinity UAB and its affiliates, any performance or non-performance of any UAB Services, or any other product, service or other item, whether under contract, statute, strict liability or other principles of law, exceed the amount of the fees paid by you to Bifinity UAB under these Terms in the twelve-month period immediately preceding the event giving rise to the claim for liability.
4.3 Indemnification
You agree to indemnify and hold harmless Bifinity UAB, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to:
4.3.1 your use of, or conduct in connection with, Bifinity Services;
4.3.2 your breach or our enforcement of these Terms; or
4.3.3 your violation of any applicable law, regulation, or rights of any third party during your use of Bifinity Services. If you are obligated to indemnify Bifinity UAB, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, Bifinity UAB will have the right, in its sole discretion, to control any action or proceeding and to determine whether Bifinity UAB wishes to settle, and if so, on what terms.
5 Announcements
Please be aware that all official announcements, news, promotions, competitions and airdrops, should they become effective, will be listed on the Bifinity Website. Users undertake to refer to these materials regularly and promptly. Bifinity UAB will not be held liable or responsible in any manner of compensation should users incur personal losses arising from ignorance or failure to remain updated in respect of material on the Bifinity Website.
6 Termination of Agreement
6.1 Suspension of Bifinity Accounts
6.1.1 You agree that Bifinity UAB shall have the right to immediately suspend your Bifinity Account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the Digital Assets or funds in all such Bifinity Accounts, and suspend your access to Bifinity UAB for any reason including if Bifinity UAB suspects any such accounts to be in violation of these Terms, the Privacy Policy, or any applicable laws and regulations. You agree that Bifinity UAB shall not be liable to you for any permanent or temporary modification of your Bifinity Account, or suspension or termination of your access to all or any portion of Bifinity Services. Bifinity UAB shall reserve the right to keep and use the transaction data or other information related to or derived from such Bifinity Accounts. The above account controls may also be applied in the following cases:
6.1.2 The Bifinity Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
6.1.3 We detect unusual activities in the Bifinity Account;
6.1.4 We detect unauthorized access to the Bifinity Account; and/or
6.1.5 We are required to do so by a court order or command by a regulatory/government authority.
6.2 Cancellation of Bifinity Accounts
6.2.1 In case of any of the following events, Bifinity UAB shall have the right to directly terminate these Terms by cancelling your Bifinity Account, and shall enjoy the right but not the obligation to permanently freeze or cancel the authorizations of your Bifinity Account and withdraw your Bifinity Account:
(a) after Bifinity UAB terminates services to you;
(b) you allegedly register repeatedly, or register in any other person’s name as a User, directly or indirectly;
(c) the information that you have provided is untruthful, inaccurate, outdated or incomplete;
(d) when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your Bifinity Account or by way of other conduct or means;
(e) you request that Bifinity Services be terminated; and
(f) any other circumstances where Bifinity UAB deems it should terminate any Bifinity Services.
6.2.2 Should your Bifinity Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 8 years. In addition, if a transaction is unfinished during the account termination process, Bifinity UAB shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above.
6.2.3 If Bifinity UAB is informed that any Digital Assets or funds held in your Bifinity Account are stolen assets or otherwise are not lawfully possessed by you, Bifinity UAB may, but has no obligation to, place an administrative hold on the affected Digital Assets, funds, and/or your Bifinity Account. If Bifinity UAB does lay down an administrative hold on some or all of your funds, Digital Assets and/or Bifinity Account, Bifinity UAB may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Bifinity UAB has been provided to Bifinity UAB in a form acceptable to Bifinity UAB. Bifinity UAB will not involve itself in any such dispute or the resolution of the dispute. You agree that Bifinity UAB will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.
6.3 Remaining Funds After Bifinity Account Termination
Except as set forth in Article 6.4 below, once a Bifinity Account is terminated/closed/withdrawn, all fees, expenses, charges, liabilities and any other amount owed to Bifinity UAB as of the date of termination/closure/withdrawal shall become payable immediately to Bifinity UAB, and you hereby authorise Bifinity UAB to set off such amount from your Bifinity Account without further notice. Upon payment of all outstanding charges to Bifinity UAB (if any), the relevant User shall withdraw all Digital Assets or funds from the Bifinity Account within ten (10) Business Days after such payment.
Funds held in your Bifinity Digital Wallet are subject to Paysafe’s terms of use (as updated from time to time). In case of any discrepancy between these Terms and Paysafe’s terms of use, Paysafe’s terms of use shall prevail.
6.4 Remaining Funds After Bifinity Account Termination Due to Fraud, Violation of Law, or Violation of These Terms
Bifinity UAB maintains full custody of the Digital Assets, funds and User data/information which may be turned over to governmental authorities in the event of Bifinity Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.
7 No Financial Advice
Bifinity UAB is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by you using Bifinity Services. No communication or information provided to you by Bifinity UAB is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. You should consult legal or tax professionals regarding your specific situation. Bifinity UAB does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Digital Asset, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. Bifinity UAB will not be held responsible for the decisions you make to buy, sell, or hold Digital Asset based on the information provided by Bifinity UAB.
8 Compliance with Local Laws
It is Users’ responsibility to abide by local laws in relation to the legal usage of Bifinity Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also consider, to the extent of their local laws, all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities. All Users acknowledge and declare that their funds come from legitimate sources and do not originate from illegal activities; Users agree that Bifinity UAB will require them to provide or otherwise collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of their funds. Bifinity UAB maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.
9 Privacy Policy
Access to Bifinity Services will require the submission of certain personally identifiable information. Please review the latest Privacy Policy for a summary of Bifinity UAB’s guidelines regarding the collection and use of personally identifiable information.
10 Resolving Disputes: Forum, Arbitration, Class Action Waiver
10.1 Notice of Claim and Dispute Resolution Period.
10.1.1 Please contact Bifinity UAB first! Bifinity UAB wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with Bifinity UAB, then you should contact Bifinity UAB and a ticket number will be assigned. Bifinity UAB will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding).
10.1.2 In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Bifinity UAB, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Bifinity UAB. The Notice of Claim must (a) describe the nature and basis of the claim or dispute, (b) set forth the specific relief sought, (c) provide the original ticket number, and (d) include your Bifinity UAB account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with Bifinity UAB. After you have provided the Notice of Claim to Bifinity UAB, the dispute referenced in the Notice of Claim may be submitted in writing (“Notice of Arbitration”) by either Bifinity UAB or you to arbitration in accordance with Article 10.2 below. You agree that the submission of a dispute to Bifinity UAB for resolution internally and the delivery of a Notice of Claim to Bifinity UAB are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or Bifinity UAB shall not be disclosed to the arbitrator.
10.2 Agreement to Arbitrate and Governing Law.
10.2.1 Agreement to arbitrate. You and Bifinity UAB agree that, subject to Article 10.1 above, any dispute, claim, or controversy between you and Bifinity UAB arising in connection with or relating in any way to these Terms or to your relationship with Bifinity UAB as a User of Bifinity Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as otherwise expressly provided below.
10.2.2 Jurisdiction of the Tribunal. You and Bifinity UAB further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the agreement to arbitrate, or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favour of anyone but the parties to the arbitration.
10.2.3 Arbitration Tribunal. The arbitration provisions set forth in this Article 10 will survive termination of these Terms. The arbitration shall be subject to the Rules of the Arbitration Centre (“Arbitration Rules”) in force when the Notice of Arbitration is submitted, as modified by this Article 10. The arbitration will be administered by the Hong Kong International Arbitration Centre (“Arbitration Centre”). Unless the parties agree otherwise, there shall be only one (1) arbitrator appointed in accordance with the Arbitration Rules. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
10.2.4 Limitation Period. Judgment on any arbitral award may be given in any court having jurisdiction over the party (or over the assets of the party) against whom such an award is rendered. Any arbitration against Bifinity UAB must be commenced by filing a notice of arbitration within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. This one year limitation period is inclusive of the internal dispute resolution procedure set forth in Article 10.1 above. There shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
10.2.5 Process; Notice. The party who intends to seek arbitration after procedures set forth in Article 10.1 above has been completed must submit a Notice of Arbitration to the Arbitration Centre in accordance with the Arbitration Rules. If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Bifinity UAB is up-to-date and accurate.
10.2.6 Seat of Arbitration. The seat of the arbitration shall be Hong Kong.
10.2.7 Place of Hearing. The location of any in-person arbitration hearing shall be Hong Kong, unless otherwise agreed to by the parties.
10.2.8 Governing Law. These Terms (except for this arbitration agreement) shall be governed by, and construed in accordance with laws of the Republic of Lithuania. This arbitration agreement is subject to the laws of the Hong Kong Administrative Region of People’s Republic of China (“Hong Kong”).
10.2.9 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any person other than the parties involved in the relevant dispute, except to the extent necessary to the tribunal, the Arbitration Centre, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person(s) necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.
10.3 Class Action Waiver.
10.3.1 You and Bifinity UAB agree that any claims relating to these Terms or to your relationship with Bifinity UAB as a User of Bifinity Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal principles, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Bifinity UAB further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Bifinity UAB.
10.4 Modifications.
Bifinity UAB reserves the right to update, modify, revise, suspend, or make any future changes to this Article 10 regarding the parties’ agreement to arbitrate, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Article 10 is up to date. Subject to applicable law, your continued use of your Bifinity UAB account shall be deemed to be your acceptance of any modifications to this Article 10 regarding the parties’ agreement to arbitrate. You agree that if you object to the modifications to this Article 10, Bifinity UAB may block access to your Bifinity Account pending closure of your account. In such circumstances, these Terms prior to modification shall remain in full force and effect pending closure of your Bifinity Account.
10.5 Severability.
If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law.
11 Miscellaneous
11.1.1 Independent Parties. Bifinity UAB is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
11.1.2 Entire Agreement. These Terms constitute the entire agreement between you and Bifinity UAB regarding use of Bifinity Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
11.1.3 Interpretation and Revision. Bifinity UAB reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on the Bifinity Website. It is your responsibility to regularly check relevant pages on the Bifinity Website to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of Bifinity Services and cancel your Bifinity Account. You agree that, unless otherwise expressly provided in these Terms, Bifinity UAB will not be responsible for any modification or termination of Bifinity Services by you or any third party, or suspension or termination of your access to Bifinity Services.
11.1.4 Force Majeure. Bifinity UAB will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Bifinity UAB’s reasonable control.
11.1.5 Severability. If any portion of these Terms is held invalid or unenforceable in any jurisdiction, such invalidity or enforceability will not affect the other provisions of these Terms in such jurisdiction, and will not affect the effect of these Terms in other jurisdictions, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
11.1.6 Assignment. You may not assign or transfer any right to use Bifinity Services or any of your rights or obligations under these Terms without prior written consent from Bifinity UAB, including any right or obligation related to the enforcement of laws or the change of control of Bifinity UAB. Bifinity UAB may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
11.1.7 Waiver. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
11.1.8 Third-Party Website Disclaimer. Any links to third-party websites from Bifinity Services does not imply endorsement by Bifinity UAB of any product, service, information or disclaimer presented therein, nor does Bifinity UAB guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, Bifinity UAB will not be liable for such loss. In addition, since Bifinity UAB has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.
11.1.9 Matters Related to Apple Inc. If you use any device manufactured by Apple Inc. to participate in any commercial activities or reward programs through Bifinity Services, such activities and programs are provided by Bifinity UAB and are not associated with Apple Inc. in any manner.
11.1.10 Contact Information. For more information on Bifinity UAB, you may refer to the company and license information found on the Bifinity Website. If you have questions regarding these Terms, please feel free to contact Bifinity UAB for clarification via our Customer Support team at www.bifinity.com.