Terms & Conditions

Terms and Conditions of Service

These Terms of Service and any terms expressly incorporated herein (“Terms”) apply to any access to, or use of, any services made available by BeepXChange Limited (“BeepXChange”) using this website www.beepxchange.com including any subdomain thereof (the “Site”) or our mobile applications, and to any other related services provided by BeepXChange (collectively, the “Services”).

By accessing, browsing and/or using the Site, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions as may be reviewed from time to time and to comply with all applicable laws and regulations. The terms and conditions of this Agreement form an essential basis of the bargain between you and Beepxchange.

The following words used in this Statement of Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements shall have the following meaning: "Client or Customer", "You" and "Your" refers to you, the person using Beepxchange and accepting this Terms and Conditions. "The Company", "Ourselves", "We", “Beepxchange” and "Us", refers to Beepxchange Limited "Party", "Parties" refers to both the Client and ourselves, or either the Client or ourselves.

Please carefully review these terms and conditions of use before using this site or accessing any data here. Any use of this website creates a binding agreement to comply with these terms and conditions. If you do not agree to these terms without limitation or exclusions, you must exit this site immediately.

1. Modification of Terms

Beepxchange reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement on the Site. You should check this Agreement on the Site periodically for changes. All changes shall be effective upon posting. Your continued use of the Site after any change to this Agreement constitutes your agreement to be bound by any such changes.

 

If you do not agree to any modification to these Terms, you must stop using the Services. BeepXChange encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services. We may terminate, suspend, change, or restrict access to all or any part of this Site without notice or liability. If you have any question regarding the use of the Site or Services, please contact our Support Team.

2. Eligibility

2.1. General Requirements

The Services are intended solely for users who are 18 or older and who satisfy the criteria described in these Terms. You represent and warrant that you: (a) are of legal age to form a binding contract (at least 18 years old in Nigeria); (b) have not previously been suspended or removed from using our Services; (c) are sufficiently literate or have had this document interpreted to you in the language you understand and use the Services with the guidance of a literate person; and (d) have full power and authority to agree to these Terms.

2.2. Restricted Locations

You may not use the Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of the Services would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where BeepXChange has determined, at its discretion, to prohibit use of the Services. BeepXChange may implement controls to restrict access to the Services from any jurisdiction prohibited pursuant to this Section 2.2. You will comply with this Section 2.2, even if BeepXChange’s methods to prevent use of the Services are not effective or can be bypassed.

2.3. Enterprise User

Unless BeepXChange has provided prior, written approval to use your account for trading on behalf of a company or other legal entity (an “Enterprise User”), you will use the Services and your BeepXChange Account (as defined below) only for your own account and not on behalf of, or for the account of, any third party. If BeepXChange has approved your account for trading on behalf of an Enterprise User, you will use the Services and your BeepXChange Account solely for the account of the specified Enterprise User. If you use any Services on behalf of any Enterprise User, you agree to these Terms on behalf of yourself and any such Enterprise User, and you represent and warrant that you have the authority to bind the Enterprise User to these Terms and that both you and the Enterprise User will be jointly and severally liable under these Terms for any violation of these Terms or any other act or omission by the Enterprise User or by you.

3. ACCOUNT

3.1. BeepXChange Account

In order to use any Services, you must create and maintain an account through the Services (“BeepXChange Account”). To create or maintain your BeepXChange Account, or enable functions on your BeepXChange Account, you will be required to provide BeepXChange with certain information and documentation, including, as applicable, the information and documentation associated with identity verification and other screening procedures described in Section 3.3, below. You will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information you have provided so that the information is complete and accurate at all times; (d) maintain the security of your BeepXChange Account by protecting your password from unauthorized access or use; (e) promptly notify BeepXChange if you discover or suspect any unauthorized access or use of your BeepXChange Account or any security breaches related to your BeepXChange Account; and (f) be responsible for all activities that occur under your BeepXChange Account, and accept all risks of any authorized or unauthorized access to your BeepXChange Account.

 

3.2. Enhanced Security

BeepXChange may offer optional enhanced security features for your BeepXChange Account (including, for example, two-factor authentication). BeepXChange encourages, but may not require, you to use any such enhanced security features. If you do enable enhanced security features, it is your responsibility to ensure the security of, and your continuous control over, any device or account that may be associated with the enhanced security features.

3.3. Identity Verification

Depending on the functions that you seek to enable on your account and BeepXChange’s risk determination, BeepXChange may, in its discretion, require identity verification and other screening procedures with respect to you or transactions associated with your BeepXChange Account. These verification and screening procedures may include, without limitation, checking the information you provide against any list issued or maintained by any regulatory or governmental authority prohibiting or limiting business activities or transactions with any persons. You may be required to provide BeepXChange with certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, government-issued proof of identification or other photographic proof of your identity, and information regarding your bank account. You hereby authorize BeepXChange, directly or through a third party, to make any inquiries BeepXChange considers necessary to verify your identity and/or protect against fraud, including but not limited to: (a) query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth); (b) query account information associated with your linked bank account (e.g., name or account balance); and (c) take action BeepXChange reasonably deems necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests. BeepXChange will have no liability or responsibility for any permanent or temporary inability to access or use any Services, including your inability to withdraw Tokens or execute Trades, as a result of any identity verification or other screening procedures.

3.4. Responsibility for Account Activities

You will be bound by, and hereby authorize BeepXChange to accept and rely on, any agreements, instructions, orders, authorizations and any other actions made, provided or taken by anyone who has accessed or used your BeepXChange Account regardless of whether the access is authorized or unauthorized. Upon receipt of written notice from you that the security of your account has been compromised, BeepXChange will take reasonable steps to protect your account, including, for example, to cease to allow actions initiated using any compromised account passwords. But, the first sentence of this section will continue to apply to any other account password, and any substitute password issued to replace the compromised account password.

3.5. Number of BeepXChange Accounts

BeepXChange may, in its sole discretion, limit the number of BeepXChange Accounts that you may hold, maintain, or acquire.

4. RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF BEEPXCHANGE

Trading cryptocurrency, cryptographic tokens and other digital currencies, rights or assets (“Tokens”), and use of other Services provided by BeepXChange, involves significant risks and potential for financial losses, including without limitation the following:

  • The features, functions, characteristics, operation, use and other properties of any Token (“Token Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in any Token may be complex, technical or difficult to understand or evaluate.
  • Any Token and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Token or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
  • Any Token, Token Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of a Token or blockchain.
  • Any Token may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Token Properties or failure of the Token to operate as intended.
  • BeepXChange may suspend or cease to support the transfer, storage or trading of any Token at any time at BeepXChange’s discretion. Other exchanges and service providers may do the same.
  • BeepXChange may not support certain types of coins or other Tokens, or their related side chains or other Underlying Technology that are based on a fork, enhancement, or derivative of a different Token or Underlying Technology (“Derivative Protocols”) even if the Derivative Protocol is based on a Token that is supported by BeepXChange. Other exchanges or service providers may do the same.
  • BeepXChange may suspend or reject your transaction requests, suspend or cease support for Tokens, or suspend or terminate your access to the Services to comply with applicable laws or regulations or an order from law enforcement or other governmental authority, for other reasons as specified in these Terms or otherwise at BeepXChange’s discretion.
  • You may be unable to withdraw Tokens prior to BeepXChange ceasing to support transfer of any such Tokens, resulting in the loss of any such Tokens remaining in your BeepXChange Account.
  • Any Token may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Token Properties or perceived value of Token Properties, Attacks, suspension or cessation of support for a Token by BeepXChange or other exchanges or service providers, and other factors outside the control of BeepXChange.
  • Any Token may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of cryptocurrency is slowly evolving.
  • Any Token may be lost if sent to the wrong address (for example but without limitation, if the address is improperly formatted, contains errors, or is intended to be used for a different type of Token).
  • You may be prevented from sending a transaction request, or your transaction request or email may not be received by BeepXChange or the Services, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).
  • Your transaction request or email to BeepXChange or the Services may be lost, intercepted or altered during transmission.
  • Beepxchange is not a regulated Exchange under Nigerian law or the law of your jurisdiction. However, we are committed to complying with all Nigerian laws that are necessary to prevent, detect and redress unlawful behaviour by digital currency developers and customers.
  • There are risk factors which may include the fact that (a) the cryptocurrency may be an illiquid investment at a time where there is price fluctuation and surplus assets for sale (b) the trading has a high risk profile and is therefore most appropriate for customers with high tolerance for the volatility of the digital currency market.
  • Unauthorized third parties may access or use your BeepXChange Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your BeepXChange Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods.

The risks described in this Section 4 may result in loss of Tokens, decrease in or loss of all value for Tokens, inability to access or transfer Tokens, inability to trade Tokens, inability to receive financial or economic benefits ordinarily available to Token holders, and other financial losses to you.

  • The foregoing does not constitute a complete enumeration of possible risks associated with the Exchange. Accordingly, you are strongly advised to consult your financial and legal advisors or other advisors before engaging in trading on this platform.

You hereby assume, and agree that BeepXChange will have no responsibility or liability for, such risks. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against BeepXChange, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.

You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Tokens that you decide to acquire or trade; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any Token or trade. You accept the risk of trading Tokens by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Tokens and the Services. You should not acquire or trade any Tokens unless you have sufficient financial resources and can afford to lose all value of the Tokens.

BeepXChange’s decision to support transfer, storage or trading of any particular Token through the Services does not indicate BeepXChange’s approval or disapproval of the Token or the integrity, security or operation of the Token or its Underlying Technology. The risks associated with Tokens and trading Tokens apply notwithstanding BeepXChange’s decision to support a particular Token. BeepXChange does not provide trading advice, does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of any Token for trading or ownership by you.

5. PRIVACY POLICY

Beepxchange’s practices and policies with respect to the collection and use of personally identifiable information are governed by Beepxchange’s Privacy Policy.

Electronic Communication

    1. Whether you choose to participate on the Site as a borrower or in any other manner, from time to time you will receive disclosures, notices, documents and information (“Communications”) as required by law from Beepxchange or our respective agents (collectively, “we” or “us”). This section informs you of your rights when receiving Communications from us electronically. You are advised to take note of the following:

 

  1. Electronic Communications. You agree that all Communications from Beepxchange and our respective agents relating to your use of the Site or related services may be provided or made available to you electronically by e-mail or at the Site. You have the right to receive a free paper copy of any Communication by contacting us in the manner described below. We may discontinue electronic provision of Communications at any time in our sole discretion.

 

  1. Scope of Consent. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions to which such Communications relate, whether between you and Beepxchange or any of its Agents.

 

  1. Hardware and Software Requirements. To access and retain the Communications electronically, you will need to use a device with an internet connection and an up-to-date browser capable of opening portable document formats (“PDF”), such as Microsoft Internet Explorer (see www.microsoft.com/ie for current version) or Mozilla Firefox (see www.mozilla.com for current version), and a valid email address that has been provided to Beepxchange. You acknowledge that you can receive and access communications in the formats described herein. For access and optimal printing of your loan documents in PDF format, please download Adobe Reader (to install the free version of Adobe Reader click here: http://get.adobe.com/reader/otherversions/). You acknowledge that you can access the electronic Communications in the designated formats described herein.

 

  1. Mobile Technology. If you are accessing our platform electronically through a mobile device, such as a tablet, smartphone or similar device, you must be able to print and save the transmitted Communications. You can find apps that support printing and saving for most mobile devices through your mobile device’s app store. If your mobile device does not have this functionality, you must access our website through alternate means that provide you with the ability to print and save the Communications.

 

  1. Withdrawing Consent. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward (1) you cannot place any further listings or bids through the Beepxchange platform, and (2) any pending listings or bids will automatically terminate and be removed from the Beepxchange platform. The withdrawal of your consent will not affect the legal validity and enforceability of any pending loans obtained through the Beepxchange platform, or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent.

 

  1. Assignment. In addition, you further acknowledge that your consent to have all Communications provided or made available to you in electronic form and to do business on or through the Beepxchange platform is assignable to any entity that succeeds Beepxchange.

 

  1. Changes in Your Contact Information. You agree to keep us informed of any changes in the telephone number, email and mailing address you provide to us so that you continue to receive all Communications without interruption. You can contact us by email at compliance@beepxchange.com.

6. ACCOUNT FUNDING; TRANSFERS

6.1. Initial Account Funding

In order to engage in a Trade (as defined below) you must first transfer Tokens that are supported by the Services to your BeepXChange Account. The Services associated with your BeepXChange Account include a wallet service provided by BeepXChange and its affiliate (“Wallet”). The Wallet will permit you to generate one or more addresses to which Tokens may be transferred from an account, wallet or address not hosted or controlled by BeepXChange (“External Account”). BeepXChange may require that you verify your control over an External Account or satisfy other verification or screening requirements prior to enabling transfers between the applicable External Account and your Wallet (any such External Account, an “Approved External Account”).

6.2. Deposits

You may periodically at your discretion transfer from an Approved External Account to your Hosted Wallet any Tokens that are supported for transfer and storage using the Services. If you transfer to your Wallet any Tokens that are not supported by the Services, such Tokens may be permanently lost.

6.3. Withdrawals

You are required to retain in your Wallet a sufficient quantity of Tokens necessary to satisfy any open orders (and applicable BeepXChange fees). In addition, there may be limits on the amounts that you are able to withdraw on a daily or other periodic basis. Otherwise, you may periodically at your discretion withdraw Tokens by transferring Tokens from your Hosted Wallet to an address not controlled by BeepXChange (“External Address”). BeepXChange may require you to verify that any External Address to which you seek to transfer Tokens is associated with an Approved External Account. You hereby authorize BeepXChange to use your Wallet to send to any External Address specified by you using the Services, the number of Tokens specified by you using the Services. BeepXChange is not able to reverse any transfers and will not have any responsibility or liability if you have instructed BeepXChange to send Tokens to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Token.

6.4. Other Terms Applicable to Transfers

You will be responsible for: (a) paying all fees charged by any third party service provider associated with any External Account or External Address as well as for paying any fees charged by BeepXChange for any transfers; (b) ensuring that any inbound and outbound transfers are handled in compliance with BeepXChange requirements, third party service provider requirements or Token requirements; (c) ensuring that the address to which any Tokens are to be transferred is properly formatted and suitable for the type of Token being transferred; and (d) ensuring that there are no errors in any of the transfer instructions you provide using the Services. In the event you fail to comply with any requirements of this Section, the transferred Tokens may be permanently lost. The timing for completing any transfer will depend on third party actions that are outside the control of BeepXChange and BeepXChange makes no guarantee regarding the amount of time it may take to complete any transfer. BeepXChange may impose limits on the amount of any inbound or outbound transfers, or suspend or terminate the ability to transfer Tokens into or out of your Hosted Wallet in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at BeepXChange’s discretion.

7. EXCHANGE ORDERS AND TRADES

7.1. Orders; Fees

A “Trade” is an exchange of Tokens for which trading is supported on the Services between you and another user of the Services whereby you dispose of certain Tokens and acquire different Tokens. An “Order” is created when you enter an instruction to effect a Trade using the Services. When you enter an Order you authorize BeepXChange to execute a Trade on a spot basis for all or a portion of the number of Tokens specified in your Order in accordance with such Order. You agree to pay BeepXChange any applicable fees for Trades and authorize BeepXChange to deduct any such fees from your Wallet.

7.2. No Broker or Fiduciary Relationship

You acknowledge that BeepXChange 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 the Services. No communication or information provided to you by BeepXChange is intended as, or shall be considered or construed as, advice. Please refer to Section 4 and read carefully a list of some of the risks you should consider when choosing whether to use our Services.

 

 

7.3. Order Confirmation

Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed transaction, including type and amount of Tokens you are seeking to dispose of, the type and amount of Tokens that you are willing to accept in exchange for the Tokens you are seeking to dispose of, BeepXChange’s estimated fees if the entire Order were to be executed, and the total number and type of Tokens that will be transferred out of your Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Services. Notwithstanding the foregoing, you agree that the failure of the Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Trade completed based on such Order.

7.4. Order Matching and Trade Execution

Upon placement of an Order, your BeepXChange Account will be updated to reflect the open Order and your Order will be included in BeepXChange’s order book for matching with Orders from other users. If all or a portion of your Order is matched with another user, the Services will execute a Trade. Upon execution of a Trade, your BeepXChange 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 fulfillment of the Order. Orders will remain open until fully executed or cancelled in accordance with Section 7.5 below. For purposes of carrying out a Trade, you authorize BeepXChange to take temporary control of the Tokens that you are disposing of in the Trade.

7.5. Cancellations

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 BeepXChange 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. BeepXChange reserves the right to refuse any cancellation request associated with a market Order after you have submitted such Order.

7.6. Insufficient Tokens

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

8. GENERAL SERVICE TERMS

8.1. Conditions and Restrictions

BeepXChange 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, BeepXChange may: (a) limit the number of open Orders that you can establish via the Services; (b) restrict transaction requests from certain locations; or (c) restrict withdrawals or trading if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, or if BeepXChange receives reasonable notice that your ownership of some or all of the Tokens in your BeepXChange Account is in dispute.

8.2. Accuracy of Information

You must provide any information required by any screen displayed within the Services. You represent and warrant that all information you provide via the Services is accurate and complete.

8.3. Support for Tokens

BeepXChange retains the right, in its sole discretion, to determine whether to support transfer, storage or trading of any Token using the Services, and may discontinue or terminate any support for any Token at any time for any or no reason. Unless otherwise required by law or law enforcement, BeepXChange may notify you of its decision to cease to support of a Token. If BeepXChange ceases to support transfer or storage of a particular Token using the Services, BeepXChange will use commercially reasonable efforts to notify you at least 14 days prior so as to afford you with an opportunity to transfer the affected Token from your Wallet to an External Address. If you do not transfer the affected Token out of your Hosted Wallet prior to cessation of support for the Token by BeepXChange, the Token may be lost due to your inability to access, transfer or otherwise control the Token. BeepXChange will not be liable to you for any losses, liability or expenses related to its decision to cease any support for any Token or omission to give any notice of its decision.

8.4. Derivative Protocols

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

8.5. Compliance with Law; Taxes

You are responsible for complying with all applicable laws related to your trading activities and other use of the Services, including without limitation 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. BeepXChange is not responsible for determining whether taxes apply to your Trades or for collecting, reporting, withholding, or remitting any taxes arising from any Trades.

 

8.6. AML/KYC Compliance

BeepXChange maintains an internal anti-money laundering and know your customer compliance program (“AML/KYC Programme”). The AML/KYC Program is a risk-based programme founded on anti-money laundering laws, regulations and guidelines made by the Central Bank of Nigeria and various Financial Crimes institutions of the Federal Republic of Nigeria. This AML/KYC Program may be updated from time-to-time, including the procedures that BeepXChange uses to verify its customers’ identities.

8.7. Error Correction Attempts

BeepXChange may, at its option and discretion, attempt to correct, reverse or cancel any Order, Trade or transfer with respect to which BeepXChange has discovered that there was an error, whether such error was by you, BeepXChange or a third party. You hereby authorize BeepXChange to attempt any such correction, reversal or cancellation described in the preceding sentence. BeepXChange provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for the error or any correction attempt.

8.8. Unclaimed Property

If your BeepXChange Account has been inactive and you have not responded to reasonable attempts by BeepXChange to contact you for a period of several years (as defined by the relevant state statutes), BeepXChange may have an obligation to report any Tokens in your Wallet to the applicable governmental entity as unclaimed property. If this happens, BeepXChange will attempt to contact you using the contact information provided by you. If you do not respond, BeepXChange may be obligated to turn over any Tokens in your Hosted Wallet to the applicable governmental entity after deducting any fees payable to BeepXChange.

8.9. Property Disputes

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

8.10. Token Promotions

You are responsible for doing all things and taking all actions necessary to enable or receive financial or other benefits made available to Token holders.  For example, and without limitation, if new or additional Tokens are provided (whether by “airdrop” or other means) to holders of a Token, it would be your responsibility to claim the Tokens and to designate the wallet address for such Tokens to be delivered. BeepXChange has no responsibility to enable, facilitate or help with claiming or receiving any such Tokens or other benefits. 

8.11. Unacceptable Use or Conduct

You will not:

  • violate any law, regulation, contract, intellectual property or other third-party right, or commit a tort while using the Services;
  • 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;
  • use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
  • use any robot, spider, crawler, scraper, or other automated means or interface not provided by BeepXChange to access the Services or to extract data;
  • use or attempt to use another user’s account without authorization;
  • attempt to circumvent any content filtering techniques BeepXChange employs, or attempt to access any service or area of the Services that you are not authorized to access;
  • introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;
  • develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;
  • provide false, inaccurate, or misleading information;
  • post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
  • 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 Service;
  • post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or
  • encourage or induce any third party to engage in any of the activities prohibited under this Section.

9. FEES

You agree to pay BeepXChange the fees that may be prescribed for any Service, as periodically updated by BeepXChange at BeepXChange’s discretion. The updated Fee Schedule will apply prospectively to any Trades or other transactions that take place following the effective date of such updated Fee Schedule. You authorize BeepXChange to remove Tokens from your Wallet for any applicable fees owed by you under these Terms.

10. CHANGES; SUSPENSION; TERMINATION

10.1. Changes to Services

BeepXChange may, at its 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 Services.

10.2. Suspension or Termination of Services

BeepXChange 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 any Services.

10.3. No Liability

BeepXChange will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services (whether pursuant to this Section 10 or for any other reason). If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such event.

10.4. Effect of Termination

In the event of discontinuation of all Services or other termination of your right to access all Services: (a) all amounts payable by you to BeepXChange will immediately become due; (b) BeepXChange may delete or deactivate your BeepXChange Account and all related information and files in such account without liability to you; and (c) BeepXChange 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 Tokens, BeepXChange will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a period of 90 days to remove the affected Tokens from your Wallet.

10.5. Survival

The terms of Sections 2.3, 3.3, 4, 5, 6 and 8 through 20 will survive any termination of your access to the Services.

 

 

11. ELECTRONIC NOTICES

11.1. Consent to Electronic Delivery

You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that BeepXChange provides in connection with this Agreement, your BeepXChange Account or any Services. You agree that BeepXChange 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, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal, messaging, data, and other rates and fees may apply to any mobile Communications.

11.2. Hardware and Software Requirements

In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with BeepXChange and have sufficient storage space to save past Communications or an installed printer to print them.

12. PROPRIETARY RIGHTS

12.1. Ownership of Services

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

12.2. Limitations

You may use the BeepXChange Materials solely as authorized by BeepXChange in connection with your use of the Services for as long as BeepXChange 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 Site, Services or BeepXChange Materials or use the Site, Services or BeepXChange Materials in any service bureau environment; (b) modify or create derivative works of the Site, Services or BeepXChange Materials, or any portion thereof; (c) frame, display or incorporate the Site, Services or BeepXChange Materials in any website or any other work of authorship; (d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services or BeepXChange Materials; (e) use the Site, Services or BeepXChange Materials to design, develop or create any competing product or service; or (f) otherwise use the Site, Services or BeepXChange Materials for any commercial or noncommercial purpose other than their intended purposes determined at BeepXChange’s discretion. "BeepXChange”, any product or service names, logos, and other marks used on the Site or BeepXChange Materials, or otherwise in connection with the Services, are trademarks owned by BeepXChange or its licensors. You may not copy, imitate or use them without BeepXChange's prior written consent.

12.3. Feedback

BeepXChange will own any feedback, suggestions, ideas, or other information or materials regarding BeepXChange or the Services that you provide, whether by email, posting through the Services or otherwise (“Feedback”). You hereby assign to BeepXChange 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.

12.4. User Content

You hereby grant to BeepXChange a royalty-free, fully paid-up, sublicensable, 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 BeepXChange using the Services or submit or post to the Site and that is not Feedback owned by BeepXChange (the “User Content”). You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by BeepXChange of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. BeepXChange may remove any User Content from the Site for any reason at BeepXChange’s discretion.

13. THIRD-PARTY CONTENT

In using the Services, you may view content provided by third parties (“Third-Party Content”). BeepXChange 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. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. BeepXChange 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.

14. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE, THE SERVICES, THE BEEPXCHANGE MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BEEPXCHANGE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND BEEPXCHANGE 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, BEEPXCHANGE DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR BEEPXCHANGE MATERIALS 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.

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.

15. INDEMNIFICATION

You will defend, indemnify, and hold harmless BeepXChange, its Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) any Feedback or User Content you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, BeepXChange (or, at BeepXChange’s discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether BeepXChange wishes to settle, and if so, on what terms.

16. DISCLAIMER OF DAMAGES

IN NO EVENT WILL BEEPXCHANGE, 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 SITE, THE SERVICES, THE BEEPXCHANGE MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BEEPXCHANGE, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF BEEPXCHANGE), EVEN IF BEEPXCHANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

17. LIMITATION OF LIABILITY

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

18. DISPUTE RESOLUTION; ARBITRATION; WAIVER OF CLASS ACTION

With the exception only of disputes related to the enforcement or validity of BeepXChange’s intellectual property rights, all disputes, controversies or claims arising out of or relating to these Terms or the Services, will be resolved through confidential binding arbitration.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION, AS PROVIDED IN PARAGRAPH (i) BELOW.

  1. In this Arbitration Section, “Claim” means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between us and you (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Arbitration Section.

 

  1. Any Claim shall be resolved, upon the election of either us or you, by binding arbitration administered by the Lagos Multidoor Courthouse in accordance to the Arbtiration and Conciliation Act, Laws of the Federation of Nigeria 2004. Any arbitration under this Agreement will take place on an individual basis.

 

  1. Claims will be arbitrated by a Sole Arbitrator mutually appointed by parties. If parties are unable to agree within 10 (ten) business days, either party may apply to the Lagos Multidoor Courthouse who shall appoint the Sole Arbitrator. Arbitration will be held in English Language and the seat of arbitration shall be Lagos, Lagos State, Nigeria.

 You agree that any dispute arising out of or related to these Terms or the Services is personal to you and BeepXChange and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

19. GOVERNING LAW

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of the Federal Republic of Nigeria. You agree that BeepXChange may initiate a proceeding related to the enforcement or validity of BeepXChange’s intellectual property rights in any court having jurisdiction.

 

20.2. Remedies

If you violate any of these Terms, BeepXChange may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. BeepXChange shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by BeepXChange pursuant to this paragraph. Any right or remedy of BeepXChange 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 statute, at law or in equity.

20.3. BeepXChange Affiliates and Contractors

The Site and any Services may be operated or provided by BeepXChange, its Affiliates or their respective contractors. To the extent that an Affiliate of BeepXChange, or contractor of BeepXChange or an Affiliate of BeepXChange, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever BeepXChange’s name occurs in these Terms.

20.4. Nonwaiver

BeepXChange’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

20.5. Severability

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

20.6. Force Majeure

BeepXChange will have no responsibility or liability for any failure or delay in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of BeepXChange Limitedluding without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government or regulators, communications, power failure, or equipment or software malfunction.

20.7. Assignment

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 us, including by operation of law or in connection with any change of control. BeepXChange 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.

20.8. Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

20.9. Entire Agreement; Order of Precedence

These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with BeepXChange, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

21.0 Contacting us

To find more information about our service and its features or if you need assistance with your account, please visit the Beepxchange Help Centre on our website or contact us by e-mail at info@beepxchange.com. In certain instances, Customer Service may best be able to assist you by using a remote access support tool through which we have full access to your computer. If you do not want us to have this access, you should not consent to support through the remote access tool, and we will assist you through other means. In the event of any conflict between these Terms of Use and information provided by Customer Support or other portions of our website, these Terms of Use will control.