Terms of Use

Acceptance of Terms of Use

By accessing or using the Platform, registering an Account, or using any Services provided by Blue Isthmus Technologies CORP, a company duly incorporated and validly existing under the laws of the Republic of Panama, registered under number 155777354, having its registered office at Calle 55 Este, SL55 Building, 21st Floor, Office 3, Panama City, Republic of Panama (“EXMO” “we”, “us”, “our”), you (“User”, “you”, “your”) agree to be bound by these Terms of Use (“Terms” or “Agreement”). Please read these Terms carefully before using the Platform or any Services.

EXMO may amend this Agreement and any documents incorporated by reference, including policies, procedures, and fee schedules, at any time.

Unless otherwise expressly stated, any amendment becomes effective upon its publication on the Platform or through other means made available by EXMO. Your continued access to or use of the Platform or the Services after the effective date of an amendment constitutes your acceptance of the amended Agreement.

EXMO may, but is not obliged to, notify you of material amendments through reasonable means. If you do not agree with any amendment, you must discontinue use of the Platform and the Services and may request closure of your Account in accordance with this Agreement.

Access to the Platform

Access to certain features of the Platform or the Services may not be available in all jurisdictions. You are solely responsible for ensuring that your access to and use of the Platform complies with all applicable laws and regulations.

Access License

Subject to your compliance with this Agreement, EXMO grants you a limited, non-exclusive, non-transferable right to access and use the Platform and the Services for your lawful purposes. EXMO may suspend, restrict, or revoke this right in accordance with this Agreement.

No Solicitation

You acknowledge that EXMO does not actively solicit Users in jurisdictions where its Services are not restricted or not permitted. Your access to and use of the Platform is made at your own initiative.

THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AND JURY TRIAL AS DESCRIBED IN SECTION 13.

IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICES AND THE PLATFORM.

1. Terms and Definitions

The following terms have the meanings given to them below. Additional terms may be defined elsewhere in this Agreement.

“Agreement” means these Terms of Use together with all policies and documents that EXMO makes available to the User and expressly designates as forming part of the terms governing the User’s use of the Platform and the Services.

“Account” means the personal environment created for the User on the Platform through which the User can access and use the Services, manage Funds, submit Orders, and conduct Transactions. An Account includes all information, settings, credentials, and data associated with the User’s profile on the Platform.

“Anti-Money Laundering Program” means EXMO’s policy governing user identification, verification, monitoring, and other measures intended to prevent any financial crimes such as money laundering, terrorist financing, fraud, and other unlawful activities. The AML Program forms an integral part of this Agreement.

“Digital Asset” means any digital representation of value, rights, or interests based on (or built on top of) a cryptographic protocol of a computer network that can be transferred, stored, or traded electronically, including cryptocurrencies, tokens and any other digital assets supported by the Platform from time to time.

“Currency” means any Digital Asset or other form of value supported by EXMO on the Platform for the purposes of Deposits, Withdrawals, or Transactions.

“Deposit” means the transfer of Funds to an Account on the Platform.

“Fees” means any amounts, charges, commissions or other costs applied by EXMO in connection with the use of the Platform or the Services, as determined by EXMO and made available through the Platform.

“Funds” means any value transferred to or held in the User’s Account, including Digital Assets, cryptocurrencies, tokens, or other forms of value accepted by EXMO.

“IP Rights” means all intellectual property rights in the Platform, including its software, design, content, data, trademarks, trade names, domain names, and all related proprietary materials, whether registered or unregistered.

“Order” means any instruction submitted by a User on the Platform to buy or sell a Currency, expressing the User’s firm intention to enter into a Transaction. An Order may be executed immediately or when specified conditions are met.

“Platform” means the website, systems, interfaces, applications, and other technological infrastructure operated by EXMO through which Users access the Services and conduct Transactions.

“Privacy Policy” means EXMO’s privacy policy as made available on the Platform, as amended from time to time.

“Services” means the services, features, products, tools, and functionalities made available by EXMO through the Platform from time to time.

“Transaction” means the execution of an Order resulting in the purchase or sale of a Currency on the Platform, whether executed immediately or upon satisfaction of specified conditions. A Transaction may be carried out by EXMO acting as principal or by matching Orders with available liquidity, at EXMO’s discretion.

“User” means any person or legal entity that has successfully registered an Account on the Platform and has agreed to be bound by this Agreement.

“Withdrawal” means the transfer of Funds from an Account to an external destination selected by the User.

Headings are for convenience only and do not affect interpretation.

Unless the context otherwise requires:

● Words in the singular include the plural and vice versa
● References to any gender include all genders
● References to a company include any legal entity, wherever incorporated
● The terms “include”, “including”, and similar expressions are deemed to be followed by “without limitation”.

2. Scope and Eligibility

2.1. Scope

Under this Agreement, EXMO provides registered Users with access to the Platform and the Services, which may include, without limitation:

● Access to the User’s Account
● Tools, functions, and features that enable Users submit Orders and conduct Transactions
● Services related to Deposits, Withdrawals, storage, and management of Funds within an Account
● Informational, technical, and operational support related to the use of the Platform; and
● Any additional services, features, or products that EXMO may make available from time to time.

The Services are provided on a non-exclusive and discretionary basis. EXMO may modify, suspend, or discontinue any Service or feature at any time in accordance with this Agreement.

2.2. Eligibility Requirements

By creating an Account or using the Platform, you represent and warrant that:

A. Age and Legal Capacity

You are at least eighteen (18) years old or have reached the legal age of majority in your jurisdiction, and you have the legal capacity to enter into a binding agreement.

B. Authority (if applicable)

If you act on behalf of a legal entity, you are duly authorized to bind that entity to this Agreement.

C. Account Uniqueness

You do not maintain more than one active Account on the Platform unless expressly authorized by EXMO. If you act on behalf of a legal entity, that entity maintains only one Account unless EXMO approves otherwise.

D. Account Status

You have not previously had an Account suspended or terminated by EXMO for violation of this Agreement or applicable policies, unless expressly permitted by EXMO.

E. Lawful and Authorized Use

You are not prohibited from using the Platform or the Services under applicable law or this Agreement, and you will use the Platform only for yourself or, if applicable, solely on behalf of the legal entity you represent.

2.3. Sanctions, Jurisdictional Restrictions, and Risk-Based Access

Your access to and use of the Platform and the Services is subject to international sanctions, export controls, and other legal and regulatory restrictions applicable to digital asset services.

You may not access or use the Platform, the Services, or engage in any Transaction if you:

● Are located in, a resident or national of, or access the Platform from any jurisdiction subject to comprehensive sanctions or embargoes, including those imposed by the United Nations Security Council, the U.S. Office of Foreign Assets Control (OFAC), the European Union, or the United Kingdom

● Are listed on any applicable sanctions or restricted-party list, including but not limited to the OFAC Specially Designated Nationals (SDN) List or equivalent lists maintained by governmental or international authorities

● Access the Platform from a jurisdiction where EXMO is not permitted to operate or where required authorizations for digital asset services are not held by EXMO

● Access the Platform a jurisdiction where the use, holding, transfer, or trading of Digital Assets is prohibited or restricted under applicable law

● Fail to meet EXMO’s user identification, verification, or due diligence requirements; or

● Are assessed by EXMO, in its sole discretion, as presenting an unacceptable legal, regulatory, compliance, security, or operational risk.

EXMO may, at its sole discretion, refuse access to the Platform or the Services, decline to execute any Order or Transaction, or suspend or terminate your Account if EXMO determines any of the above conditions apply or that continued access presents undue risk.

You are solely responsible for ensuring that your use of the Platform and the Services complies with all laws and regulations applicable to you. EXMO does not provide legal, regulatory, or compliance advice and assumes no responsibility for your compliance with such requirements.

3. Account Access and Management

3.1. Registration

To use the services, you must create an Account and provide the information requested during the registration. All information you provide must be accurate, complete and kept to date. You may register and maintain an Account only if you meet the eligibility requirements set out in this Agreement, and only on your own behalf or, if applicable, on behalf of a legal entity you are duly authorized to represent.

EXMO may refuse, suspend, limit or condition registration; request additional information or documentation; or restrict access to certain Services until all required checks are completed, for compliance, risk-management, or security purposes.

3.2. User Identity Verification

You agree to provide the information and documents that EXMO reasonably requests for identity verification, regulatory compliance, fraud prevention, or risk-management purposes. EXMO may require verification before granting access to certain Services or at any time during your use of the Platform.

EXMO may restrict, suspend, or limit access to your Account or specific Services until verification requirements are satisfied. You are responsible for ensuring that the contact information associated with your Account remains accurate and accessible.

By registering and using the Platform, you authorize EXMO to conduct verification checks directly or through third-party service providers and to share information with such providers for these purposes.

3.3. Account Use and Security

Your Account may only be used by you, or, where applicable, by an authorized representative of the legal entity in whose name the Account is registered. You may not share, transfer, sell, or otherwise allow third-party access to your Account or credentials without EXMO’s prior written consent. Any attempted transfer of an Account is void.

You are solely responsible for maintaining the confidentiality and security of your Account credentials and for all activity conducted through your Account. If you suspect unauthorized access or compromise, you must notify EXMO immediately.

EXMO is not liable for losses arising from unauthorized access caused by your failure to safeguard your credentials or comply with security requirements.

You may use your Account and the Services only for lawful purposes and in accordance with these Agreement. Prohibited uses include fraudulent activity, sanctions evasion, market manipulation, illicit financing, or any activity that violates applicable law or EXMO’s compliance policies.

3.4. General Account Provisions

All Funds credited to your Account belong to you. EXMO does not pay interest on Account balances.

All Account operations, including Deposits, Withdrawals, and Orders, must be initiated through the Platform. EXMO does not accept instructions from third parties unless expressly permitted.

EXMO may modify, suspend, restrict, or discontinue Account features or Services at any time. Continued use of the Platform constitutes acceptance of such changes.

3.5. Deposits

You may deposit Funds using supported deposit methods. A Deposit is considered completed only when the Funds are credited to your Account.

Deposits may be processed by third-party providers or blockchain networks. EXMO is not responsible for delays, fees, or errors caused by such third parties.

You are solely responsible for using the correct deposit details provided by EXMO, including the correct network, wallet address, or tag where required. Deposits made with incorrect or incompatible details may result in permanent loss of Funds. EXMO is not obliged to attempt recovery, and any recovery attempt is discretionary and may incur fees.

EXMO may impose or modify minimum and maximum deposit limits and may restrict Deposits from certain jurisdictions for legal, compliance, or risk reasons.

3.6. Withdrawals

You may request Withdrawals using supported methods. EXMO may impose temporary security holds or delay Withdrawals due to credential changes, compliance reviews, fraud prevention, sanctions screening, or other risk-management procedures.

You are responsible for ensuring the accuracy and compatibility of withdrawal details. Withdrawals sent to incorrect or unsupported destinations may result in irreversible loss of Funds. EXMO is not obliged to attempt recovery of such Funds.

EXMO may require you to demonstrate ownership or control of the destination address or account before processing a Withdrawal. EXMO may temporarily disable or restrict Withdrawals of any asset due to system maintenance, liquidity considerations, security concerns, market conditions, or other operational requirements.

Withdrawals may be processed by third-party providers or blockchain networks. EXMO is not responsible for delays, failures, or fees caused by such third parties.

Once a Withdrawal is confirmed, it is final and cannot be reversed.

3.7. Suspicious or Unauthorized Activity

You must immediately notify EXMO of any unauthorized access or activity involving your Account. You agree to cooperate with any investigation or remediation steps.

EXMO may freeze, suspend, or restrict your Account or Funds where there are reasonable grounds to suspect unauthorized, fraudulent, illegal, or prohibited activity. EXMO may be unable to disclose specific reasons due to legal or regulatory obligations.

3.8. Account Inactivity and Error Corrections

EXMO may classify an Account as inactive after a period of inactivity and may restrict functionality, require additional verification, or close such Account in accordance with this Agreement.

If Funds are credited, debited, or adjusted in error, such amounts do not belong to you. EXMO may correct errors at any time, including by reversing incorrect postings. You authorize EXMO to deduct erroneously credited amounts from your Account balance.

4. Transactions and Services

4.1. General Provisions and Nature of Transactions

EXMO provides access to various transaction and exchange services through the Platform, including trading, buying, selling, converting, and other Digital Asset-related services made available from time to time. All Transactions are carried out on an execution-only basis.

Depending on the type of service used, available liquidity, and market conditions, EXMO may act as a principal to a Transaction or may facilitate Transactions by matching Orders with those of other users.

EXMO does not guarantee that it will act in a particular capacity for any Transaction and does not act as your agent, broker, fiduciary, or advisor. EXMO does not guarantee that it will disclose the execution method or capacity for each individual Transaction unless required by applicable law.

You acknowledge that market conditions, liquidity, volatility, and technical factors may affect the execution of Transactions. You submit Orders at your own discretion and risk and understand that executed Transactions may result in gain or losses.

EXMO may apply fees for Transactions, Deposits, Withdrawals and other Services. Applicable fees and limits are published on the Platform and may be updated from time to time.

EXMO may refuse, suspend, or reject any Order or Transaction where your Account has insufficient Funds, where required by law or compliance obligations, or where EXMO determines that processing the Order would pose legal, operational, or risk-management concerns.

4.2. Orders Placement and Execution

Order may be submitted only through the Platform using the interfaces and methods made available by EXMO, including through application programming interfaces (APIs), where supported. EXMO does not accept Orders submitted by any other means.

EXMO does not guarantee that any Order will be accepted, executed in full, or executed at a particular price. Orders may be partially filled, delayed, rejected, or cancelled due to market conditions, liquidity, technical limitations, risk controls, compliance requirements, or other operational considerations.

Prices displayed on the Platform are indicative only and may change rapidly. The final execution price of a Transaction may differ from the price displayed at the time an Order is submitted due to market movement, liquidity, or the method used to complete the Transaction.

You may cancel your Order only to the extent that it has not yet been executed. Once an Order, or any part of the Order, has been executed, it cannot be cancelled or reversed.

EXMO may determine, in its sole discretion, how Orders are executed, including whether execution occurs directly with EXMO, through matching with other users, or through other execution methods supported by the Platform. EXMO may refuse, suspend, or limit Orders at any time where processing the Order would pose legal, compliance, operational, or risk-management concerns.

Information about Orders and executed Transactions may be made available through your Account for a period determined by EXMO.

EXMO’s records and system logs shall be determinative in case of discrepancies regarding Orders or Transactions, unless proven otherwise.

4.3. Pricing and Exchange Rates

Any prices, exchange rates, quotations, or market information displayed on the Platform are provided for informational purposes only and do not constitute a binding offer.

Prices and exchange rates may change at any time and may differ depending on the Service used, market conditions, available liquidity, and other factors. The price ultimately applied to a Transaction is determined at the time of execution in accordance with the applicable Service rules.

EXMO does not guarantee the accuracy, completeness, or continued availability of any price or exchange rate displayed on the Platform and does not guarantee that any Transaction will be executed at a displayed or expected price.

4.4. Product-Specific Transaction Features (Instant Transactions)

EXMO may offer simplified transaction features, such as instant buy, sell, conversion, or similar services (“Instant Transactions”). Instant Transactions may be provided by EXMO directly or facilitated through third-party service providers.

Instant Transactions are subject to the general pricing principles set out in Section 4.3 and the transaction risks described in this Agreement. EXMO does not guarantee that any Instant Transaction will be completed.

EXMO may reject, cancel, suspend, or re-quote an Instant Transaction at any time, including due to market conditions, liquidity constraints, technical limitations, third-party service availability, compliance requirements, or risk-management considerations. Applicable fees are disclosed on the Platform prior to confirmation.

EXMO does not guarantee uninterrupted availability of Instant Transactions and is not responsible for delays, failures, or disruptions caused by third-party service providers or other factors outside EXMO’s control.

4.5. Transaction Risks and Disclaimers

You acknowledge that Transactions involving Digital Assets involve significant risk and may result in partial or total loss. Market prices may be highly volatile and may change rapidly due to factors beyond EXMO’s control.

Transactions may be affected by liquidity shortages, market disruptions, technical issues, system delays, network congestion, or other operational or external factors. EXMO does not guarantee continuous availability of the Platform or the timely processing of any Transaction.

Blockchain networks operate independently of EXMO. EXMO does not control blockchain protocols, network performance, transaction finality, or confirmation times and is not responsible for delays, failures, or reversals caused by blockchain network conditions.

You are solely responsible for assessing whether a Transaction is appropriate for you based on your financial situation, objectives, and risk tolerance. You use the Services at your own risk.

4.6. Finality and Irreversibility of Transactions

Once a Transaction has been executed, in whole or in part, it is final and cannot be cancelled, reversed, or modified.

Transactions recorded on a blockchain are generally irreversible. EXMO does not have the ability to cancel, reverse, or modify blockchain transactions once they have been broadcast to the relevant network, regardless of whether such Transactions were initiated intentionally or in error.

You acknowledge and accept that any losses resulting from irreversible Transactions, including those arising from incorrect Orders, incorrect addresses, incompatible networks, or other user errors, are borne solely by you.

4.7. Manifest Error

If EXMO reasonably determines that a Transaction resulted from a manifest error (including a system malfunction or an obvious pricing/display error), EXMO may, where legally permitted, correct or cancel the affected Transaction and make corresponding adjustments to your Account. EXMO will make all reasonable efforts to notify you of such actions.

4.8. Suspension, Modification, or Discontinuation of Services

EXMO may, at any time and at its sole discretion, suspend, restrict, modify, or discontinue any Service, feature, functionality, asset, market, or Transaction type, whether generally or in relation to a specific User or Account.

Such actions may be taken for a variety of reasons, including but not limited to market conditions, liquidity constraints, technical issues, system maintenance, security concerns, compliance or legal requirements, risk-management considerations, or changes to EXMO’s business or operational model.

EXMO does not guarantee the continued availability of any Service or feature and is not liable for any loss, damage, or missed opportunity arising from the suspension, modification, or discontinuation of any Service.

4.9. Prohibited Trading Conduct

You must not use the Platform or the Services in any manner that is unlawful, abusive, deceptive, or that may disrupt the fair and orderly operation of the Platform or the integrity of the markets offered by EXMO.

Without limitation, you must not engage in the following activities:

● Market manipulation, including wash trading, spoofing, layering, front-running, or any other practice intended to mislead or distort market activity
● Placing Orders or engaging in Transactions without the intent to execute them in good faith
● Exploiting errors, bugs, latency, pricing discrepancies, or system vulnerabilities
● Engaging in trading activity designed to evade Fees, limits, or controls
● Using automated trading systems, bots, or algorithms in a manner that violates these Terms or any technical or usage limit imposed by EXMO
● Engaging in fraudulent, deceptive, or misleading conduct, including providing false or inaccurate information
● Attempting to circumvent EXMO’s controls, safeguards, limits, or compliance procedures
● Using the Services for any illegal purpose, including money laundering, sanctions evasion, terrorist financing, or other prohibited activities.

EXMO may monitor activity on the Platform and may take any action it considers appropriate if it has reasonable grounds to believe that prohibited conduct has occurred, including restricting, suspending, or terminating access to the Services or an Account, cancelling or reversing Transactions where legally permitted, or reporting activity to relevant authorities. EXMO may be unable to disclose specific details of such actions due to legal, regulatory, or security obligations.

4.10. Custody and Holding of Digital Assets

In order to provide Services, EXMO may hold, control, or otherwise manage Digital Assets on behalf of Users. Digital Assets credited to your Account may be held in pooled wallets together with Digital Assets of other users for operational purposes.

EXMO does not guarantee continuous or immediate access to Digital Assets and may restrict, suspend, or delay access where required by law, for compliance, security, operational, or risk-management considerations.

Unless expressly stated otherwise, Digital Assets held in your Account do not earn interest or other returns. Blockchain transactions are generally irreversible, and EXMO does not control the underlying blockchain networks.

EXMO may change its custody, storage, or operational arrangements in connection with the Services at any time.

5. Acceptable Use of the Platform and Services

When accessing or using the Platform or the Services, you must comply with this Agreement and all applicable laws and regulations. You are solely responsible for your conduct while using the Platform and the Services.

You must not misuse the Platform or the Services. Without limitation, you must not:

● Use the Platform or the Services in any manner that interferes with, disrupts, degrades, or adversely affects the operation, integrity, or security of the Platform or the ability of other Users to access or use the Services
● Access, use, or attempt to access or use another User’s Account or credentials without proper authorization
● use any automated means, including robots, spiders, crawlers, scrapers, or similar technologies, to access the Platform or the Services or to extract data without EXMO’s prior written authorization
● Attempt to circumvent, disable, bypass, or interfere with any security, access control, rate-limiting, monitoring, or protective measures implemented by EXMO
● Develop, operate, or use any third-party applications, interfaces, or integrations that interact with the Platform or the Services without EXMO’s prior written consent
● Provide false, inaccurate, misleading, or incomplete information during registration, identity verification, or in communications with EXMO
● Use the Platform or Services to advertise, promote, or market products or services without EXMO’s prior written consent
● Encourage, assist, or induce any third party to engage in conduct prohibited by these Terms.

EXMO may take any action it considers appropriate if it reasonably believes that you have violated this section, including restricting, suspending, or terminating your access to the Platform or the Services, without prior notice where permitted by law.

6. Risk Warning and Acceptance of Risk

You acknowledge and agree that Transactions involving Digital Assets are inherently risky and may result in partial or total loss of your Funds. Prices of Digital Assets are highly volatile and may fluctuate significantly over short periods of time.

You understand that the value of Digital Assets may be affected by factors beyond EXMO’s control, including market conditions, liquidity, technological developments, regulatory or governmental actions, security incidents, network congestion, protocol changes, forks, or failures of underlying blockchain or related infrastructure. Digital Assets may rapidly lose value, become illiquid, or become worthless.

You acknowledge that EXMO does not guarantee the value, performance, liquidity, pricing, or settlement of any Transaction and does not provide any protection against loss. You are solely responsible for evaluating the risks associated with any Transaction and determining whether the Platform and the Services are suitable for your use.

You further acknowledge that Transactions involving Digital Assets are generally irreversible and that errors, including sending Funds to an incorrect address or using an incorrect network, may result in permanent loss.

To the fullest extent permitted by applicable law, EXMO shall not be liable for any losses, damages, or claims arising out of or relating to market volatility, price movements, technological failures, blockchain operation, or your use of the Platform or the Services.

7. Intellectual Property and Limited Right of Use

All intellectual property rights in and to the Platform, the Services, and any content, software, technology, data, trademarks, logos, designs, texts, graphics, or other materials made available by EXMO (collectively, the “IP”) are owned by or licensed to EXMO and are protected by applicable intellectual property laws.

Nothing in this Agreement grants you any right, title, or interest in the IP except for the limited right to use the Platform and Services as expressly permitted under this Agreement.

Subject to your compliance with this Agreement, EXMO grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Platform and the Services solely for your own lawful purposes and in accordance with these Terms.

You must not, directly or indirectly:

● Copy, reproduce, modify, distribute, publish, or create derivative works from any part of the Platform or Services
● Reverse engineer, decompile, disassemble, or attempt to extract source code or underlying ideas, algorithms, or structures
● Scrape, collect, or extract data or content from the Platform without EXMO’s prior written consent
● Use any EXMO trademarks, logos, or branding without EXMO’s prior written consent.

All rights not expressly granted to you under this Agreement are reserved by EXMO.

8. Platform Operation and Technical Disclaimers

EXMO retains control over the operation, configuration, content and functionality of the Platform and may modify, suspend, or discontinue any aspect of the Platform or the Services in accordance with this Agreement.

EXMO does not guarantee that the Platform or Services will be available at all times or that access will be uninterrupted, timely, secure, or error-free. Technical issues, maintenance, upgrades, network conditions, or external factors may result in delays, errors, or temporary unavailability. While EXMO may attempt to provide notice where reasonably practicable, uninterrupted availability cannot be guaranteed.

Information made available through the Platform is provided for general informational purposes only and may not always be accurate, complete, or up to date. You acknowledge that any reliance on such information is at your own risk.

The Platform may contain links to or integrations with third-party services, websites, or content. EXMO does not control and is not responsible for any third-party services, content, policies, security, or practices. Your use of any third-party services is at your own risk and subject to the applicable third-party terms.

You acknowledge that the use of the internet and digital technologies involves inherent security risks, including malware, phishing, spoofing, and other cyber threats. EXMO is not responsible for damage to your systems or data arising from such risks. You are responsible for implementing appropriate security measures to protect your devices, credentials, and access to the Platform.

9. Suspension, Restriction and Termination

9.1. Termination by You

You may request closure of your Account at any time through the Platform or by contacting EXMO support. EXMO may require you to complete any necessary security, verification, or compliance steps before closing your Account. Account closure is subject to the settlement of any pending Transactions, payment of any outstanding Fees or amounts owed to EXMO, and any applicable compliance, legal, or security restrictions.

9.2. Restriction or Suspension by EXMO

EXMO may, at any time and where it has reasonable grounds to do so, restrict, suspend, or limit your access to the Platform or any of the Services if EXMO reasonably believes that:

● You have breached these Terms or any EXMO policy
● your Account is compromised or is being accessed or used without authorization
● Your activity is suspicious, fraudulent, illegal, or otherwise prohibited
● Such action is required to comply with applicable laws, sanctions, court orders, or requests from competent authorities
● Such action is necessary for security, maintenance, technical, or risk-management reasons; or
● Market conditions, liquidity constraints, or operational considerations require such restriction.

Any restriction or suspension may remain in effect for as long as EXMO considers it reasonably necessary.

9.3. Termination by EXMO

EXMO may terminate this Agreement and close, suspend, or permanently disable your Account at any time, with or without prior notice where permitted by law, including for any of the reasons set out above. EXMO may be unable to disclose specific reasons for certain actions due to legal, regulatory, or security obligations.

9.4. Effect of Suspension or Termination

During any restriction or suspension, or following termination of your Account, you may be unable to access the Platform or use some or all of the Services. Unless prohibited by law or restricted for compliance or security reasons, you remain responsible for all obligations under this Agreement, including payment of any applicable Fees, settlement of Transactions, negative balances, or other liabilities arising from your use of the Services

10. Representations and Warranties

By accessing or using the Platform or Services, and on an ongoing basis while this Agreement remains in effect, you represent and warrant that:

● You have the legal capacity, authority, and right to enter into this Agreement and to use the Platform and the Services
● All information you provide to EXMO is true, accurate, complete, and not misleading, and you will promptly update such information if it changes
● Your access to and use of the Platform and the Services complies with this Agreement and all applicable laws and regulations
● You are acting on your own behalf and not for the benefit of, or on behalf of, any third party, unless expressly authorized by EXMO
● You understand the nature of the Platform and the Services and the risks associated with Digital Assets and Transactions
● You have sufficient funds and authority to enter into and settle any Transaction you initiate.

You acknowledge that EXMO relies on these representations and warranties in providing the Platform and the Services, and that any breach may result in restriction, suspension, or termination of your Account in accordance with this Agreement.

11. Limitation of Liability

11.1. Disclaimer of Warranties

THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXMO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RELIABILITY, OR UNINTERRUPTED OPERATION.

EXMO DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE ERROR-FREE, SECURE, OR FREE FROM DEFECTS, OR THAT ANY DEFECTS WILL BE CORRECTED, NOR THAT THE PLATFORM OR SERVICES WILL MEET YOUR SPECIFIC EXPECTATIONS OR REQUIREMENTS.

11.2. No Advice

EXMO does not provide investment, legal, tax, or other professional advice. Any information made available through the Platform is provided for general informational purposes only and does not constitute a recommendation, solicitation, or advice to enter into any Transaction. You make all decisions independently and at your own risk.

11.3. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXMO OR OUR AFFILIATES, GROUP MEMBERS OR ANY OF OUR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF GOODWILL, OR LOSS OF OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR THE SERVICES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED.

To the extent that EXMO is found liable for any claim arising out of or relating to this Agreement, the Platform, or the Services, EXMO’s aggregate liability shall not exceed the total Fees paid by you to EXMO during the three (3) months immediately preceding the event giving rise to the claim.

11.4. Allocation of Risk

You acknowledge and agree that the limitations and exclusions of liability set out in this Agreement represent a fair and reasonable allocation of risk between you and EXMO and form an essential basis of the agreement. You further acknowledge that EXMO would not be able to provide the Platform or the Services on these terms without such limitations.

12. Indemnification

You agree to indemnify, defend, and hold harmless EXMO from and against any claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

● Your access to or use of the Platform or the Services
● You breach of this Agreement or any representation or warranty made by you
● Your violation of any applicable law or regulation, or the rights of any third party
● Any unauthorized access to or use of your Account resulting from your failure to safeguard your credentials or comply with security requirements.

EXMO may, at its option, assume control of the defense and settlement of any matter subject to indemnification, in which case you agree to cooperate reasonably with EXMO in such defense.

You may not settle any claim subject to indemnification without EXMO’s prior written consent, unless such settlement fully releases EXMO from all liability and does not impose any obligation on EXMO.

13. Governing Law and Dispute Resolution

13.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of laws principles.

13.2. Arbitration

Any disputes arising from or in relation with this Agreement shall be first tried to be settled by negotiations between you and EXMO during 30 (thirty) days. IN THE CASE WE DO NOT REACH CONSENSUS WITH YOU, AND EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE PLATFORM, OR THE SERVICES SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SEATED IN PANAMA CITY, REPUBLIC OF PANAMA, IN ACCORDANCE WITH THE ARBITRATION RULES OF THE INTERNATIONAL CHAMBER OF COMMERCE IN FORCE AT THE TIME THE ARBITRATION IS COMMENCED. The arbitration shall be conducted in the English language by a single arbitrator and with the limited discovery.

The arbitration proceedings, including their existence, submissions, evidence, transcripts, and any award, shall be confidential, except to the extent disclosure is required by applicable law or is necessary for enforcement or recognition of an arbitral award.

13.3. Court Proceedings Where Arbitration Is Unavailable

If arbitration is determined to be unenforceable or prohibited by applicable law, the courts of Panama City, Republic of Panama shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement or the Service.

13.4. Injunctive and Equitable Relief

Notwithstanding the foregoing, EXMO may seek interim, injunctive, or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to collect unpaid amounts, without such action being deemed a waiver of this arbitration agreement.

13.5. Waiver of Class Action and Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND EXMO AGREE THAT ANY DISPUTE SHALL BE BROUGHT SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING.

IF ANY CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND EXMO WAIVE ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

14. Limited Period of Claims

To the fullest extent permitted by applicable law, any claim or cause of action arising out of or relating to this Agreement, the Platform, or the Services must be commenced within one (1) year from the date on which the claim or cause of action first arose. Any claim not commenced within this period is permanently barred.

15. Confidentiality and Disclosure

15.1. Confidentiality

In the course of using the Platform or the Services, you may receive non-public information relating to EXMO, the Platform, or the Services (“Confidential Information”). You agree not to disclose or use any Confidential Information except as permitted under this Agreement or with EXMO’s prior written consent.

This obligation does not apply to information that:

● Is or becomes publicly available through no fault of yours
● Was lawfully in your possession prior to disclosure by EXMO
● Is lawfully disclosed to you by a third party without any breach of any confidentiality obligation; or
● Is required to be disclosed by applicable law or pursuant to a valid order of a competent authority.

15.2. Disclosure of User Information

EXMO processes and discloses personal data and other User information in accordance with its Privacy Policy.

Notwithstanding the foregoing, EXMO may disclose information relating to you, your Account, or your use of the Platform or the Services where such disclosure is reasonably necessary to:

● Comply with applicable laws, regulations, court orders, or requests of competent authorities
● Enforce this Agreement or EXMO’s policies
● Detect, prevent, or investigate fraud, security incidents, or other illegal or prohibited activities; or
● Protect the rights, property, or safety of EXMO, its users, or the public.

16. Final Provisions

16.1. Notices

EXMO may provide notices, communications, and other information relating to this Agreement, your Account, the Platform, or the Services by electronic means, including through the Platform or by email to the email address associated with your Account.

Notices to EXMO must be sent by email to [email protected] (or such other address as EXMO may designate from time to time).

Unless otherwise required by applicable law, a notice is deemed received:

● If delivered through the Platform, at the time it is made available to you through your Account; and
● If sent by email, at the time the email is sent to your registered email address, provided that no delivery failure notice is received by the sender.

You are responsible for maintaining access to your registered email address and for keeping your contact details up to date.

16.2. Entire Agreement

This Agreement constitutes the entire agreement between you and EXMO with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, or communications, whether written or oral.

16.3. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.

16.4. No waiver

No failure or delay by EXMO in exercising any right or remedy under this Agreement shall operate as a waiver of such right or remedy. Any waiver must be in writing and expressly stated to be effective.

16.5. Injunctive Relief

You acknowledge that a breach of this Agreement or any unauthorized use of EXMO’s intellectual property or confidential information may cause irreparable harm for which monetary damages may be inadequate. EXMO may seek injunctive or equitable relief, in addition to any other remedies available under applicable law.

16.6. Assignment and Change of Control

You may not assign or transfer this Agreement without EXMO’s prior written consent. EXMO may assign or transfer this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. You consent to the transfer of information associated with your Account in connection with such assignment, in accordance with the Privacy Policy.

16.7. Language

This Agreement is concluded in the English language, which shall prevail in the event of any inconsistency or discrepancy between this version and any translation.

16.8. Recordings

EXMO may record communications with you for quality assurance, security, compliance, or dispute resolution purposes, to the extent permitted by applicable law. Such recordings may be used as evidence in connection with disputes arising under this Agreement.