CBX User Agreement

[Effective/Revised]:30/01/2018

 

 

CBX USER TERMS AND CONDITIONS

These Terms and Conditions (“Terms") specifies the rights and obligations between www.cbx.one (“CBX”) and guests or users that register on www.cbx.one (“you” or “Users”).

Before using or accessing www.cbx.one and exchanging any digital assets commonly known as cryptographic tokens, digital tokens or cryptographic currency (“Services”) through www.cbx.one or other platforms operated by CBX and its affiliates (together referred to as “CBX Platform”), please read these Terms carefully.

By clicking on the “I Agree” button or check box presented with these Terms at the time of creating your account, you agree to be bound by these Terms. If you do not agree to or have any questions regarding these Terms, you should immediately suspend the registration/activation process of your account or stop using the Services, otherwise, your continued use shall be deemed as acceptance of these Terms.

1. BACKGROUND AND CHANGES TO THESE TERMS

• All rules released or to be released on the CBX Platform shall be the integral part of these Terms and have the same legal effect as these Terms. Unless otherwise expressly stated, any Services provided by CBX via the CBX Platform are governed by these Terms.

 

• To assist you in using the CBX Platform, and to ensure a clear understanding of the relationship arising from your use of the CBX Platform and participation in these Services, we have created these Terms.

 

• These Terms will govern your use of the CBX Platform and our Privacy Policy found at: [insert link] (“Privacy Policy”) explains how information you provide to us through the CBX Platform or our KYC process is treated. If you violate any of the terms detailed in these Terms or the Privacy Policy, or otherwise violate any terms between you and us, we may terminate your membership, delete your account and any content or information that you have posted on your account and/or prohibit you from using or accessing the CBX Platform (or any portion, aspect or feature of the CBX Platform), at any time at our sole discretion, with or without notice.

 

• CBX may revise, amend, modify or change the terms of these Terms or other relevant rules at any time at its own discretion by publishing the revised Terms or rules on the CBX Platform. Once the revised versions are published, such updated Terms or rules will take effect immediately. If you do not agree to any amendments or modifications, you must immediately stop using the Services, otherwise your continued use shall be deemed as acceptance of such amendments or modifications.

2. REGISTRATION AND ACCOUNT

• Registration Eligibility
• You must meet the following criteria prior to creating an account on the CBX Platform:

 

• you must be 18 years of age or older;

 

• you must be a natural person, legal person or other organization with full civil rights and full civil capacity when you complete the registration process or use the Services;

 

• you must not have been suspended or removed from using the Services;

 

• you must not have been listed in any terrorist personnel list including without limitation the U.S. Commerce Department’s Denied Persons List and Consolidated United Nations Security Council Sanctions List;

 

• you must not be a citizen or resident of any jurisdiction or use any Services while located in any jurisdiction where the Services are illegal or otherwise violate any regional, national and international laws, rules, regulations and standards including those imposed by any governmental or regulatory authority and all applicable industry standards and standards determined by any self-regulatory body which apply from time to time to the Services (“Applicable Law”); and

 

• you must comply with our Anti Money Laundering and KYC Policy as detailed at: [insert link] (“AML and KYC Policy”).

 

• Unless CBX has provided prior written consent that you can use your account for trading on behalf of a legal entity, you will use the Services and your CBX Account (as defined below) only for your own personal use and not on behalf of, or for the account of, any third party. If you use any Service on behalf of a legal entity, you agree to these Terms on behalf of yourself and any such legal entity, and you represent and warrant that you have the authority to bind the legal entity you represent to these Terms. You shall remain liable for the acts and omissions of any legal entity you represent and they shall be deemed to be your acts and omissions for the purposes of these Terms. 
• Registration Process
• In order to use any Services, you must create an account on the CBX Platform (“CBX Account”).

 

• To create or maintain your CBX Account, you must provide the registration information required on the CBX Platform, including but not limited to your name, your e-mail address, your mobile phone number, ID number and the address and all other information detailed in our AML and KYC Policy. 

 

• Depending on the functions that you seek to enable on your CBX Account, CBX may, in its sole discretion, require identity verification and other screening procedures with respect to you or transactions associated with your CBX Account. You are required to provide other identity information in accordance with our AML and KYC Policy, including without limitation a photograph of your passport or other photographic proof of your identity, and information regarding your bank account.

 

• You shall update the information promptly if any changes occur. Otherwise, you shall be liable for any direct or indirect damages and adverse consequences arising from your unauthentic, inaccurate, incomplete or outdated information.

 

• If there is any reasonable doubt that any information you provided is unauthentic, inaccurate, outdated or incomplete, CBX may make any inquiries CBX considers necessary to verify your identity. If you do not revise or resubmit your information as required, CBX has the right to suspend your CBX Account and/or terminate the Services to you.

 

• CBX may, in its sole discretion, limit the number of CBX Accounts that you may hold, maintain, or acquire.
• CBX Account Security
• If you choose, or you are provided with, keys, certificates, passwords, access codes, user IDs, other credentials and login information as part of our security procedures (collectively "Passwords"), you must treat such information as confidential and you must not disclose it to any third party.

 

• You are responsible for keeping, protecting and safeguarding all Passwords that have been provided to you or that are generated in connection with your CBX Account and use of the Services.

 

• You will be bound by, and hereby authorize CBX to accept and rely on, any instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your CBX Account regardless of whether the access is authorized, fraudulent or unauthorized. You will indemnify and keep CBX indemnified against any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees (“Losses”) incurred as a result of unauthorised or fraudulent use of your CBX Account by any third party.

 

• We have the right to disable any Password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

 

• If you know or suspect that anyone other than you knows your Passwords, you must promptly notify us at info@cbx.one.

3. THE SERVICES

• Service Scope
• CBX, as an online intermediary platform, provides an online digital asset trading for products commonly known as cryptographic tokens, digital tokens or cryptographic currency (“Digital Assets”). For the avoidance doubt, CBX does not provide fiat trading capabilities on the CBX Platform.

 

• You can publish transaction information on the CBX Platform, enquire about the price and other transaction information of Digital Assets, conclude a transaction of Digital Assets, participate in activities organized by CBX and use other information services and technical services made available on the CBX Platform.

 

• You acknowledge and agree that CBX is only an information intermediary platform and not your broker, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities effected by your use of the Services. No communication or information provided to you by CBX is intended as, or shall be considered or construed as, an investment advice. 

 

• CBX may, at its sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any the Services.
• Trading
• In order to engage in a Trade (as defined below) you must first transfer Digital Assets that are supported by the Services to your CBX Account. The Services associated with your CBX Account include a wallet service provided by CBX (“CBX Wallet”). The CBX Wallet will permit you to generate one or more addresses to which Digital Assets may be transferred from an account, wallet or address not hosted or controlled by CBX (“External Account”).

 

• A “Trade” is an exchange of Digital Assets for which trading is supported on the Services between you and another user of the Services whereby you dispose of certain Digital Assets and acquire different Digital Assets. You may at your discretion transfer from an External Account to your CBX Wallet any Digital Assets that are supported for transfer and storage using the Services. If you transfer to your CBX Wallet any Digital Assets that are not supported by the Services, such Digital Assets may be permanently lost.

 

• You are required to retain in your CBX Wallet a sufficient quantity of Digital Assets necessary to satisfy any open orders (and applicable service fees). You agree that there may be limits on the amounts that you are able to withdraw on a daily or other periodic basis. Otherwise, you may at your discretion withdraw Digital Assets from your CBX Wallet to an External Account provided that the service fee is charged.

 

• CBX is not able to reverse any transfers and will not have any responsibility or liability if you have instructed CBX to send Digital Assets to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Digital Assets. The timing for completing any transfer will depend on third party actions that are outside the control of CBX and CBX makes no guarantee regarding the amount of time it may take to complete any transfer. CBX may impose limits on the amount of any inbound or outbound transfers or suspend or terminate the ability to transfer Digital Assets into or out of your CBX Wallet in order to comply with all Applicable Law, an order from law enforcement or other governmental authority, or otherwise at CBX’s discretion.

 

• An “Order” is created when you enter an instruction to affect a Trade using the Services. When you enter an Order you authorize CBX to execute a Trade on a spot basis for all or a portion of the number of Digital Assets specified in your Order in accordance with such Order. Upon placement of an Order, your CBX Account will be updated to reflect the open Order and your Order will be included on the CBX Platform for matching with Orders from other users. If all or a portion of your Order is matched with another user, a Trade will be executed. Upon execution of a Trade, your CBX Account will be updated to reflect that the Order has either been closed due to having been fully executed or updated to reflect any partial fulfilment of the Order. Orders will remain open until fully executed or cancelled in accordance with Section 3.2 (f) below. For purposes of effectuating a Trade, you authorize CBX to take temporary custody of the Digital Assets that you are disposing of in the Trade. 

 

• You may only cancel an Order initiated via the Services if such cancellation occurs before your Order has been matched with an order from another user. Once your Order has been matched with an order from another user, you may not change, withdraw, or cancel your authorization for CBX to complete such Order. If any Order has been partially matched, you may cancel the unmatched portion of the Order unless and until the unmatched portion has been matched. CBX reserves the right to refuse any cancellation request associated with an Order after you have submitted such Order. 

 

• If you have an insufficient amount of Digital Assets in your CBX Wallet to fulfil an Order, CBX may cancel the entire Order or may fulfil a partial Order that can be covered by the Digital Assets in your CBX Wallet (after deducting any fees payable in connection with the Trade).

 

• CBX may, at any time and in its sole discretion, refuse any transfer request, Order or other transaction request submitted via the Services, impose limits on the amounts of transfers or Trades that can be completed on a daily or other periodic basis or impose any other conditions or restrictions upon your use of the Services, without prior notice. For example, CBX may:

 

• limit the number of open Orders that you can establish via the Services;

 

(ii) restrict transaction requests from certain locations; or restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or

 

(iii) if CBX receives reasonable notice that your ownership of some or all of the tokens in your CBX Account is in dispute.

 

• Service Fees
• You agree to pay CBX the service fees when you use the Services according to the rules published on the CBX Platform, as periodically updated by CBX at CBX’s sole discretion. The updated service fee schedule will apply to any Trade made on the CBX Platform or other transactions that take place after the effective date of such updated service fee schedule.

 

• You agree that CBX has the right to deduct or charge the service fee directly from your CBX Wallet.
• General Service Terms
• You must provide any information required by any screen displayed within the CBX Platform. You represent and warrant that all information you provide via the CBX Platform and your use of the Services is accurate and complete.
• CBX retains the right, in its sole discretion, to determine whether to support any transfer, storage or trading of any Digital Asset using the Services and may discontinue or terminate any support for any Digital Asset at any time for any or no reason.

 

• Unless otherwise required by the Applicable Law, CBX will make reasonable efforts to notify you of its decision to cease to support a particular Digital Asset on the CBX Platform or CBX Wallet. If CBX ceases to support the transfer or storage of a particular Digital Asset on the CBX Platform or the CBX Wallet, CBX will use commercially reasonable efforts to notify you in advance to provide you with an opportunity to transfer the affected Digital Asset from your CBX Wallet to an External Address. If you do not transfer the affected Digital Asset out of your CBX Wallet prior to cessation of support for the affected Digital Asset by CBX, the Digital Asset may be lost. CBX will not be liable to you for any Losses related to its decision to cease any support for any Digital Asset. All such Losses will be borne solely by you.

 

• Unless CBX notifies you or makes a public statement to the contrary, CBX does not support derivative transactions and you should not use your CBX Account to attempt to transfer, store, trade or engage in any other type of transaction involving a derivative transaction. CBX will have no responsibility or liability whatsoever in respect to any derivative transaction.

 

• If CBX receives notice that any Digital Assets held in your CBX Wallet are alleged to have been stolen or otherwise are not lawfully possessed by you, CBX may, but has no obligation to, place an administrative hold on the affected Digital Assets or your CBX Wallet. If CBX does place an administrative hold on some or all of your Digital Assets, CBX may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to CBX has been provided to CBX in a form acceptable to CBX. CBX will not involve itself in any such dispute or the resolution of the dispute. You agree that CBX will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or execute Trades during the period of any such hold.

 

• You agree that, for the safety of your CBX Account and Digital Assets in your CBX Wallet, CBX may freeze your CBX Account and CBX Wallet, or suspend some or all functions of your CBX Account according to these Terms, the laws and regulations, judicial judgements, governmental orders, or under the situation which CBX believes your CBX Account is under risk. You may apply for unfreezing your CBX Account but CBX has the full discretion to decide whether to allow such unfreezing. You fully understand that the unfreezing application is not always allowed and you shall co-operate with CBX to provide relevant information or documents as required by CBX for verification.
  
• CBX may, at its option and discretion, attempt to correct, reverse or cancel any Order, Trade or transfer for any justifiable reason. You hereby authorize CBX to attempt any such correction, reversal or cancellation. CBX provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for the correction, reversal or cancellation attempt.
  
• You are responsible for doing all things and taking all actions necessary to enable or receive financial or other benefits made available to the holders of the Digital Assets. For example, and without limitation, if new or additional Digital Assets are provided (whether by “airdrop” or other means) to holders of a Digital Asset, it would be your responsibility to claim the Digital Assets and to designate the wallet address for such Digital Assets to be delivered. CBX has no responsibility to enable, facilitate or help with claiming or receiving any such tokens or other benefits.
• Suspension or Termination of Services
• CBX may, at its discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of the Services. In the event of discontinuation of all the Services or termination of your right to access all Services:
• all amounts payable by you to CBX will immediately become due;

 

• CBX may delete or deactivate your CBX Account and all related information and files in such account without liability to you; and

 

• CBX may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Digital Assets, CBX will use commercially reasonable efforts, unless prohibited in order to comply with Applicable Law or by order of law enforcement or other governmental authority, to provide you with a period of 30 days to remove the affected Digital Assets from your CBX Wallet.

3.6 Undertaking

• You agree to be bound by the undertakings set out in these Terms when using the Services.

 

• You shall comply with all Applicable Law related to your trading activities and other use of the Services, including without limitation any anti money laundering laws, any reporting obligations and payment of all applicable taxes. You will determine what, if any, taxes apply to the Trades and any other transactions you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. 

 

• No materials of any kind submitted through your account or otherwise posted or shared by you through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libellous, defamatory, fraudulent or otherwise unlawful material. 

 

• You will not 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 Services in any manner.

 

• You will not use or attempt to use another user’s account without authorization.

 

• You shall comply with all terms set out in our AML and KYC Policy and Privacy Policy.

 

• You will not attempt to circumvent any content filtering techniques CBX employs or attempt to access any service or area of the Services that you are not authorized to access.

 

• You will not post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Services.

4. PRIVACY POLICY

Please refer our Privacy Policy found at: [insert link] for information about how CBX collects, uses, and shares your information. 

 

5. AML/KYC COMPLIANCE

 

• CBX maintains an internal anti-money laundering and know your customer compliance program as detailed in our AML and KYC Policy found at [insert link] and you are required to provide the relevant information to comply with our AML and KYC Policy.

 

• This AML and KYC Policy may be updated from time-to-time, including the procedures that CBX uses to verify its customers’ identities.

6. DISCLAIMER

• TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE CBX PLATFORM, THE SERVICES, AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CBX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND CBX EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED 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, CBX DOES NOT REPRESENT OR WARRANT THAT THE CBX PLATFORM, THE SERVICES OR ANY INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

• YOU ACKNOWLEDGE THAT YOUR USER DATA MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, VIRUSES OR OTHER HARMFUL MATERIALS, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES AND THE CBX PLATFORM.
  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.

 

• IN NO EVENT WILL CBX, 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 BUSINESS OR FINANCIAL BENEFIT) ARISING OUT OF OR IN CONNECTION WITH THE CBX PLATFORM, THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CBX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CBX), EVEN IF CBX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

• In using the Services, you may view content provided by third parties (“Third-Party Content”). CBX does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third Party Content, including without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. Your business dealings or correspondence with such third parties are solely between you and the third parties. CBX is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

 

• You understand that CBX is unable to completely foresee and hedge legal, technological and other risks including but not limited to force majeure, virus, hacker attack, system instability, flaw in third-party services, and act of government that may result in service interruption, data loss and other losses and risks.

 

7. INDEMNIFICATION AND LIABILITY

 

• You will be liable for any Losses incurred by us or any third party arising in connection with:

 

• your breach of these Terms;
• your use of the CBX Platform;
• your use of your CBX Account;
• your use of your CBX Wallet;
• your use of the Services;
• any use by any third party of the your CBX Account or your CBX Wallet;
• any fraudulent or unauthorised activity by you on your CBX Account or CBX Wallet;
• any fraudulent or unauthorised activity on your CBX Account and CBX Wallet by any third party;
• any feedback or User Content you provide; and
• your breach of any Applicable Laws or the rights of any other person or entity.

 

• You will defend, indemnify, and hold harmless CBX, its affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, any third party, suppliers and contractors (collectively, “Indemnified Parties”) from any Losses arising in connection with:
• your breach of these Terms;
• your use of the CBX Platform;
• your use of your CBX Account;
• your use of your CBX Wallet;
• your use of the Services;
• any use by any third party of the your CBX Account or your CBX Wallet;
• any fraudulent or unauthorised activity by you on your CBX Account or CBX Wallet;
• any fraudulent or unauthorised activity on your CBX Account and CBX Wallet by any third;
• any feedback or User Content you provide; and
• your breach of any Applicable Laws or the rights of any other person or entity.
• If you are obligated to indemnify any Indemnified Party, CBX (or, at CBX’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and determine whether CBX wishes to settle, and if so, on what terms.

 

• IN NO EVENT WILL THE LIABILITY OF CBX, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THE CBX PLATFORM, THE SERVICES, THE CBX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF CBX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF CBX ) EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO CBX UNDER THESE TERMS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

8. PROPRIETARY RIGHTS

• The Services, the CBX Platform and all technology, content and other materials used, displayed or provided in connection with the Services or the CBX Platform (“CBX Materials”) together with all intellectual property rights in any of the foregoing are owned by CBX.

 

• You may use the CBX Materials solely as authorized by CBX in connection with your use of the Services for as long as CBX permits you to continue to access the Services. Without limiting the foregoing: you will not (a) resell, lease, lend, share, distribute or otherwise permit any third party to use the CBX Platform, Services or CBX Materials or use the CBX Platform, Services or CBX Materials in any service bureau environment; (b) modify or create derivative works of the CBX Platform, Services or CBX Materials, or any portion thereof; (c) frame, display or incorporate the CBX Platform, Services or CBX Materials in any CBX Platform or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the CBX Platform, Services or CBX Materials; (e) use the CBX Platform, Services or CBX Materials to design, develop or create any competing product or service; or (f) otherwise use the CBX Platform, Services or CBX Materials for any commercial or non-commercial purpose other than their intended purposes determined at CBX ’s discretion. “CBX”, any product or service names, logos, and other marks used on the CBX Platform or CBX Materials, or otherwise in connection with the Services, are trademarks owned by CBX or its licensors. You may not copy, imitate or use them without CBX's prior written consent.

 

• You will indemnify us and keep us indemnified against all Losses incurred by us or any third party as a result of your breach of this section 8.

 

• CBX will own any feedback, suggestions, ideas, or other information or materials regarding CBX or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to CBX all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback. 

 

• You hereby grant to CBX a royalty-free, fully paid-up, sub-licensable, 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 text, information, data, materials, images, or other content you provide to CBX using the Services or submit or post to the CBX Platform and that is not Feedback owned by CBX (the “User Content”). CBX may remove any User Content from the CBX Platform for any reason at CBX’s discretion.

 

9. NOTICE

 

• You agree that all notices and communications (collectively, “Communications”) that CBX provides in connection with these Terms, your CBX Account or any Services shall be by electronic means. You agree that CBX may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, sending them using an app or other messaging service to your account on the app or messaging service.

 

• It is your responsibility to keep your email address and/or mobile phone number on file with CBX up to date so that CBX can communicate with you electronically. If CBX sends you an electronic Communication but you do not receive it for any reason, including without limitation, because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, CBX will be deemed to have provided the Communication to you.

 

10. GOVERNING LAW AND JURISDICTION

 

• These Terms and your use of the Services and the CBX Platform will be governed by and construed in accordance with the laws of England and Wales. 

 

• The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.

 

 

11. MISCELLANEOUS

 

• You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from CBX, including by operation of law or in connection with any change of control. CBX 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.

 

• CBX will not be liable for any default or delay in performing its obligations under these Terms to the extent that the default or delay is caused by (i) fire, flood, elements of nature or other acts of God; (ii) an outbreak or escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iii) an act or omission of a government authority; (iv) a labour dispute (whether or not employees’ demands are reasonable or within CBX’s power to satisfy); or (v) the non-performance by a third party for any similar cause beyond the reasonable control of CBX, including failures in telecommunication services.

 

• Every provision of these Terms is severable. If any provision of these Terms is not enforceable, the remaining provisions remain valid and enforceable. If a court or an arbitration panel decides that any provision is illegal or invalid, the illegality or invalidity of that provision will not affect the validity of any other provisions.

 

• CBX’s waiver of a breach of any provision of these Terms will not be deemed a waiver of any subsequent breach of the same or another provision.

 

• The termination of these Terms will not terminate the obligations and rights of the Parties under those provisions of these Terms which by their terms are intended to survive or be perpetual or irrevocable, and those provisions will survive the termination of these Terms.

 

• These Terms, the Privacy Policy and the AML and KYC Policy are the entire agreement between the Parties with respect to the subject matter and supersedes any previous agreements and understandings. The representations set forth in these Terms are exclusive and in lieu of any other representations.