Terms Of Use

Introduction

This Website is operated by NavExM LLC, a corporation situated at Delaware which shall include its licensor, subsidiaries and or affiliates.

These Terms of Use are the Terms (“Terms”) on which you can make use of our website www.navexm.com (“Online Platform”) .

By accessing, using the Online Platform, you agree to be bound by these Terms. We reserve the right to modify any Terms, at any point in the future, without prior notice to you. Your continued use of the Services after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account.

Please read these Terms, our Disclosures, Privacy Policy and Trading Rules and any other terms referenced in this document carefully because they set out the terms regarding identity verification of our Users and the procedures followed for identification and reporting of prohibited/illegal activities.

PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS REGARDING THE RESOLUTION OF DISPUTES BETWEEN YOU AND NavExM, INCLUDING AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND NavExM SHALL BE RESOLVED BY BINDING ARBITRATION. THESE TERMS ALSO CONTAIN A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE READ THESE SECTIONS OF THE TERMS CAREFULLY.

Buying, selling, and holding cryptocurrencies are activities that are subject to high market risk. The volatile and unpredictable nature of the price of cryptocurrencies may result in a significant loss. NavExM is not responsible for any loss that may incur from price fluctuations when you buy, sell, or hold cryptocurrencies. NavExM does not provide investment, legal, or tax advice in any manner or form. The ownership of any investment decision(s) exclusively vests with you after analyzing all possible risk factors and by exercising your own independent discretion. NavExM shall not be liable for any consequences thereof.

You agree and understand that NavExM LLC and its Related Parties may have certain actual or potential conflicts of interest related to our decision to support or not support a Digital Asset or increase or decrease the scope of the services made available for such Digital Asset.

Binding Contract

These Terms form a binding contract between you and NavExM Please read these Terms carefully. You agree that you have read, understand, and accept these Terms by signing up for an Account with NavExM, accessing our Website, or NavExM APIs (where available). If you do not agree with these Terms, you may not access, and are prohibited from accessing or using the Services, Sites, or any other aspect of our business.

Eligibility

To be eligible to use the Services, you must satisfy the following:

1. You must be an individual, corporation, legal person, entity, or other organization in a location in which NavExM Services are available with the full power, authority, and capacity to (1) access and use our Services and (2) enter into, deliver, and perform your obligations under these Terms. If you are an individual, you must be at least 18 years old.

2. Eligible Person: Except as otherwise provided for in this agreement, you are an Eligible Person if you are not a resident of a Restricted State or other location in which NavExM is not authorized to do business and provided you satisfy one of the following criteria:

• a citizen of the United States of America (“U.S.”) or any other location in which NavExM is authorized to do business;
• a U.S. resident - meaning (1) a green card holder; or (2) an individual physically present in the U.S. for 31 days in the current calendar year and 183 days during the three-year period that includes the current year and the two years immediately before that, counting: (a) all the days present in the U.S. in the current year; (b). 1/3 of the days present in the U.S. in the first year before the current year; and (c) 1/6 of the days present in the U.S. in the second year before the current year; (3) an individual designated a resident for U.S. tax purposes; or (4) an individual with a U.S. mailing address;
• a corporation, partnership, or entity organized or existing under the laws of any state, territory or possession of the U.S., or of any other location at NavExM’s sole and absolute discretion;
• an estate or trust of which any executor, administrator, or trustee is an Eligible Person;
• an agency or branch of a foreign entity located in a location which NavExM is authorized to do business;
• a discretionary or non-discretionary account held by a fiduciary for the benefit or account of an Eligible Person;
• a non-U.S. partnership, corporation, or entity owned or controlled by a Eligible Person (ownership of 10% or more by a Eligible Person) and all such non-U.S. entities will be subject to enhanced scrutiny by NavExM’s compliance function;

3. “Restricted States” means Hawaii (HI) and New York (NY) The list of Restricted States is subject to change at any time. In the event a state becomes a Restricted State, NavExM will provide users residing in that state with notice via email, a notification on the Website, or other means deemed necessary regarding their access to the Services.

4. Representations And Warranties: You agree that all of your representations and warranties, as set out in these Terms, are at all times true, accurate, and complete.

5. Covenants: You agree that you have and will perform all of your covenants, agreements, obligations or undertakings as set out in these Terms.

Use Of The Services

Digital Assets Trading Platform: NavExM operates a platform (“Platform”) that provides you with Trading Services for digital assets (also known as a ‘cryptocurrency’ or ‘virtual currency’), which is issued, stored, and/or transferred based on the protocol of a computer network known as a blockchain or a public transaction ledger (“Digital Assets”). You may use the Platform to execute sale of virtual asset using other virtual asset (Crypto-to-crypto).

Other Services: NavExM may make available other services from time to time, which shall be subject to such terms and conditions as may be established by NAVEXM and published on the Sites.

Product Offerings: NavExM may make available new products or modify existing products without seeking your consent. Additional terms and conditions may apply to new or modified product offerings.

Fees: NavExM Charges zero trading fees. First exchange which offers trading without any fees.

Third-Party Payment Partners: We may use a third-party payment processor to process any U.S. dollar payment between you and NavExM, including but not limited to withdrawals or deposits to your Linked Wallet, as applicable. The name on your linked bank account must match the name verified on your Account(s).

Account Creation

Setup: Full use of our Services requires that you create your Account by: (1) providing us with information such as your full name, email address (temporary, disposable, self-destructive or similar email addresses are prohibited), current home address and such other information as we may require; (2) selecting a strong password or PIN; and (3) accepting these Terms. NavExM reserves sole and absolute discretion to accept or reject any application for any reason or for no reason whatsoever. Under no circumstances shall any of the Indemnified Persons be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising from our decision to reject your application to open an Account.

Identity Verification: As a Money Services Business registered with the U.S. Department of the Treasury’s Financial Crimes Enforcement Network, NavExM is required to, among other things, identify users on our Platform. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information for at least six years. You will need to complete certain verification procedures before you are permitted to use the Services and your access Account or the Services, and the Limits (defined below) that apply to your use of the Account or the Services may be altered as a result of information collected on an ongoing basis. In addition, as part of our risk management and fraud prevention processes, we may from time-to-time require you to reconfirm or update some of the information you entered when you took part in our identity verification procedure. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, social security number or government identification number, scans of government-issued identity documents and when applicable bank account information (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. NavExM will request your consent before collecting any biometric information from you. In addition to providing this information, to facilitate compliance with global industry standards for data retention, you agree to permit us to keep a record of such information for the lifetime of your Account(s) plus six years beyond the termination of your Account(s). You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing, or other financial crime, and to take any action we deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full. If there is reasonable doubt that any information provided by you is wrong, untruthful, outdated, or incomplete, NavExM shall have the right to send you a notice to request corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services provided to you. NavExM shall also have the right, in its sole and absolute discretion, to terminate, suspend, or restrict your access to any Account or Services if an issue arise with identity verification, including but not limited to circumstances in which NavExM has requested additional verification information from you but has not yet received or processed that information. You should also be aware that NavExM will also use other information about you that we become aware of, such as your geographic location, your IP address, your transaction data, and your user ISP/VPN address. We will store this information in our technical logs, again for six years beyond the termination of your account, and if we determine in our sole discretion that this information is required for our fraud, money laundering or to discharge any other legal obligation we have, we may have, we will make use of this information. In addition, again as part of our fraud prevention program or to discharge any other legal obligation NavExM may have, we may utilize your behavioral information as you use our services, e.g., how often you log in, what is the typical amount that you trade, etc. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or Services. Furthermore, you shall be solely and fully responsible for any loss or expenses incurred during the use of the Services if you cannot be reached through the contact information provided.

Enhanced Due Diligence: We may require you to submit additional information about yourself or your business or institution, provide records or documentation (such process, “Enhanced Due Diligence”). We reserve the right to charge you for any costs and fees NavExM incurs associated with such Enhanced Due Diligence. In its sole and absolute discretion, NavExM shall have the right to suspend or restrict your access to any Account or Services pending submission of such Enhanced Due Diligence. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account or Services.

Access: To access your Account or the Services, you must have the necessary equipment (such as a computer or smartphone) and the associated access to the Internet. Your Account or the Services can be accessed directly using the Website or by such other mode of access (including but not limited to through the NavExM APIs) as NavExM may prescribe from time to time. The use of the Website and other methods may be subject to such additional terms as may be prescribed by NavExM. You are only permitted to access your Account using your Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your Account safe and secure. As a result, you may be required to use at least two forms of authentication when accessing your Account and performing certain operations in your Account. Forms of multi-factor authentication in addition to your login credentials may include verification code delivered through SMS or a specified and supported 2FA application. If you choose to install and use two-factor authentication (“2FA”) on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party service provider in order to help us authenticate you. You must update to the most recent operating system(s) supported by NavExM or Related Parties on your necessary equipment (such as a computer or smartphone) as soon as such operating system(s) update becomes available. We reserve the right in our sole discretion to limit or suspend the Services offered to you if you attempt to access your Account or the Services on an outdated or unsupported operating system(s). As further described under No Warranty, NavExM does not represent or warrant that your Account or any Services will be available without interruption. This could result in the inability to buy, sell or withdraw assets for periods of time and may also lead to support response time delays. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to an interruption in your access to your Account or any Services.

Personal Account Usage: You must ensure that Account registered under your name will be used only for yourself, and not on behalf of any third party, unless you have obtained prior express written approval from NavExM. You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information. You must ensure that your home address is current and up to date at all times. In the event your home address changes, it is your responsibility to provide NavExM with your new home address. NavExM reserves the right to terminate, suspend, or restrict your access to any Account or Services if there is reasonable suspicion, as determined in NavExM’ s sole and absolute discretion, that the person logged into your Account is not you or if we suspect that the Account have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account or Services.

Corporate Account Usage: If you are a corporation, legal person, entity, or other organization for whom NavExM maintains a corporate account for the provision of services (“Corporate Account”), you must ensure that your Corporate Account will not be used by persons that have not completed identity verification. You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information. NavExM reserves the right to terminate, suspend, or restrict your access to any Corporate Account or Services if there is reasonable suspicion, as determined in NavExM’s sole and absolute discretion, that the person logged into your Corporate Account is not the natural person authorized to use the Corporate Account or if we suspect that the Corporate Account have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Corporate Account. You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information.

Safeguarding Your Account: At all times, you shall maintain adequate security and control your Account details, passwords, personal identification numbers, API keys, API secret keys, or any other codes that you use to access your Account or the Services or to send any instruction, request, or order given to NavExM in relation to the operation of your Account or to execute any Transaction, through such medium and in such form and manner as NavExM may require (“Instruction”) to us.

Information: NavExM reserves the right to request, and you agree to provide, any and all information and documents NavExM deems relevant or necessary in connection with the use of the Platform and/or the Services. NavExM shall have the right, in its sole and absolute discretion, to suspend or restrict your access to Account or Services pending submission of such information and documents. All information processed by NavExM, its Related Parties, or other parties from which NavExM receives data management services may be transferred, processed, and stored anywhere in the world, including, but not limited to, the United States. Other countries’ data protection laws may differ from the laws where you live. NavExM endeavors to protect your information consistent with applicable law. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or Services.

Account Closure: You may terminate your Account at any time by following the account termination procedures as prescribed by NavExM from time to time. You will not be charged for terminating your Account, although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.

Account Termination, Suspension, or Restriction: As detailed below, NavExM has the right to terminate, suspend, or restrict your access to your Account or Services, as well as take any other action as we deem necessary, for the reasons detailed below.

Death of Account Holder: You agree that in the event of your death, the representative(s) of your estate or the survivor or survivors shall give NavExM written notice thereof as soon as practicable. If NavExM receives legal documentation or has reason to believe you have died, NavExM will freeze your account. Your account will be frozen until: (1) a representative of your estate or authorized beneficiary, if located in a non-Restricted State and not otherwise prohibited from doing so, opens a NavExM Account or, if located in a Restricted State, provides wire transfer or ACH transfer instructions and provides sufficient legal documentation that they are entitled to receive the assets in your Account; or (2) you provide satisfactory notification to NavExM that you are not deceased. Beneficiaries receiving a wire transfer or ACH transfer will receive the liquidated value of the assets in the Account less any fees and costs associated with transfer. NavExM’ s ability to provide your representative(s) with the assets in your Account is subject to the restrictions imposed by law, regulation, court orders, technical capabilities, best practices, and these Terms. NavExM’ s ability to provide your representative(s) with the assets in your Account may also be impacted by the location of residence of the representative(s) and the ability of the representative to open a NavExM account to receive your Account assets. NavExM does not commit to any particular timeline for the transfer of your Account assets.

Transactions

You can purchase Digital Asset(s) (1) using Digital Asset(s) in your NavExM Account (through the use of the NavExM Wallet; (2) a valid bank account in the name that matches your Account(s); or (3) a credit or debit card in the name that matches your Account(s) (“Payment Methods”). Using a Payment Method to purchase Digital Asset(s) generally will initiate on the Business Day that we receive your Instructions. Digital Asset(s) that you purchase will be deposited into your Account(s) as soon as the funds have settled to NavExM, which may take up to ten Business Days if the purchase was made via a bank account, credit, or debit card. As further described under No Warranty, NavExM does not represent or warrant that any transaction will be completed successfully or within a specific time period. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to the failure of a transaction or the length of time needed to complete any transaction.

Trading Rules: You agree to adhere to, and be bound by, the Trading Rules. NavExM may, from time to time at its sole and absolute discretion, amend, supplement, or replace the Trading Rules, which shall be binding on you if you continue to maintain your Account or use any of the Services after the effective date of any such amendment, supplement, or replacement of the Trading Rules.

Market Makers and Related Party Transactions: NavExM appoints market makers, including Related Parties and market makers that are incorporated or otherwise operating outside of the United States, to promote liquidity and facilitate trading on the Platform and with respect to certain of NavExM’ s other trading products and services. NavExM’ s determinations concerning whether and how to onboard such market makers are made entirely at its sole and absolute discretion. You acknowledge and agree that certain services, including One Click Buy/Sell (“OCBS”), Convert, and over-the-counter (“OTC”) trading, are executed against or facilitated by NavExM, Related Parties, and/or other entities, and that it is anticipated that there are circumstances under which NavExM will transact on the platform for its own account. You further acknowledge, agree, and accept that (1) such market makers may enter into any Transaction with you as your counterparty; (2) such market makers may also maintain positions in various Digital Assets as part of their market making activities, including positions in Digital Assets that are contrary to your positions; and (3) under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity as a result of the market making activities of the market makers.

Retention Of Transaction Information: To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Account(s) plus six years beyond your Account(s) termination. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Sites and Services.

Reversals & Cancellations: You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize NavExM, in its sole discretion, either to cancel the transaction or to debit your other payment methods in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance in order to avoid overdraft, non-sufficient funds (“NSF”), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a court order, or other government order; if we reasonably suspect that the transaction is erroneous; or if NavExM suspects the transaction relates to a Prohibited Use or a Prohibited Business as set forth below. In such instances, NavExM will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the canceled transaction.

Erroneous Deposits: Should you receive assets into your Account that were deposited in error by NavExM or any third party (including but not limited to another customer of NavExM), you hereby authorize NavExM, in its sole discretion, to withdraw these assets from your Account. If you receive erroneous deposits into your Account(s) and withdraw those assets before NavExM does so, NavExM reserves the right to demand the return of these assets, and should you refuse to do so, to liquidate assets in your Account without notice. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction taken as a result of an erroneous deposit of assets into your Account.

Transfers of Unsupported Assets: You cannot deposit digital assets in your Account unless those digital assets are supported on the NavExM platform. A list of digital assets supported by NAVEXM’s platform is published on its site. Should you attempt to deposit unsupported digital assets in your Account, NavExM has no responsibility to recover these assets or to attempt to do so. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction taken as a result of your attempt to deposit unsupported assets into your Account.

Trading Risks

YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS, RELATING TO THE USE OF THE PLATFORM AND THE SERVICES:

1. the risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;

2. the price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;

3. Digital Assets are not legal tender, are not backed by any government, and accounts and value balances are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation;

4. in your jurisdiction, NavExM may not be regulated as a financial institution;

5. executive orders, judicial interpretations of statutes and regulations, legislative and regulatory changes or actions at the state, federal, territorial, or international level may adversely affect the use, transfer, exchange, taxing, and value of Digital Assets;

6. Transactions in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental Transactions may not be recoverable;

7. some transactions in Digital Assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other user initiates or completes the Transactions on the Platform;

8. the nature of Digital Assets may lead to an increased risk of fraud or cyberattack;

9. the nature of Digital Assets means that technological difficulties experienced by NavExM may prevent access to, or use of, your Digital Assets;

10. there is no assurance that a person who accepts a Digital Asset as payment today will continue to do so in the future;

11. NavExM may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the Services;

12. NavExM having Digital Assets on deposit or with any third-party, including Related Parties, in a custodial relationship has attendant risks, which include security breaches, risk of contractual breach, and risk of loss; and

13. Digital Assets blockchains may become congested or become nonoperational because of attacks, bugs, hard forks, or other unforeseeable reasons.

NavExM does not provide any financial, investment, business, accounting, tax, legal, or other advice to you. NavExM is not holding any Digital Assets as your trustee, and is not acting as your broker, futures commission merchant, intermediary, agent, trustee, advisor or in any fiduciary capacity. All Transactions are executed automatically, based on your Instructions, and you are solely responsible for determining whether any investment, investment strategy, or Transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance.

While NavExM has implemented policies and procedures designed to effect compliance with relevant laws and regulations, there can be no assurance that NavExM and its employees will not fail to comply with new laws and regulations or with interpretations of existing laws and regulations, or that its policies and procedures for listing digital assets on its platform will always be in line with such laws and regulations.

Digital Asset Delisting From time to time and in our sole and absolute discretion, we may remove one or more Digital Assets from the Platform such that you will no longer be able to access such Digital Assets as part of the Trading Services and will be no longer able to maintain balances in such Digital Assets or make any deposits or withdrawal thereof, in each case with immediate effect for any reason or no reason whatsoever, including, without limitation, where we are required to do so by any applicable law or regulation (including, without limitation, any U.S. federal or state securities laws), or any court or authority to which we are subject in any jurisdictions. You hereby acknowledge and consent to that our ability to take such delisting actions, including, without limitations, to cancel your outstanding Instructions for delisted Digital Assets and require you to remove delisted Digital Assets within a reasonable period of time, beyond which you will no longer be able to access the delisted Digital Assets. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction in accordance with these Terms.

Instructions

Your Instructions You are solely responsible for accurately entering any Instruction. NavExM is not obliged to verify the accuracy or completeness of any such information or Instruction, for monitoring, or refusing to process duplicate Instructions. Your Instructions are irrevocable, unconditional, and are binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Instruction, you have no right to rescind or withdraw such Instruction without our written consent. Your Instruction shall not be considered to be received by NavExM until it has been received by NavExM server. Additionally, NavExM records of all Instructions shall be conclusive and binding on you for all purposes.

Your Identity or Authority: NavExM has no obligation to verify the identity or authority of any person giving any Instruction and the authenticity of such Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, arising from any of the Indemnified Persons relying or acting upon any Instruction which is given or purported to be given by you, regardless of the circumstances prevailing at the time of such Instruction, the nature of the arrangement, services, or transaction made pursuant to such Instruction or the amount of money involved and notwithstanding any error, misunderstanding, fraud, forgery, lack of clarity, or authorization in the terms of such Instruction.

Our Discretion: You acknowledge and agree that NavExM may, in its sole and absolute discretion, refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons’ refusal or delay in acting upon any Instruction.

Notification Of Instructions: NavExM may transmit, via electronic communication, a notification to you upon receipt of any deposit or withdrawal Instruction from you, or upon completion of such Instruction. All notifications are deemed received by you immediately upon such notification’s transmission. You must ensure that the details in any such notification are in accordance with your Instruction. You must contact us if you do not receive completion notifications.

Credit/Debit Authorization: You authorize NavExM to credit or debit (or provide settlement information to third parties for the purposes of the third-party crediting or debiting) your Digital Assets from your Account(s) in accordance with your Instruction. We reserve the right not to effect any Transaction if you have insufficient Digital Assets in your Account (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction).

Communications; E-Sign Disclosure and Consent

Account Communication: You agree and understand that all communication with you (collectively, “Communications”) will be via email or another electronic method that NavExM may prescribe from time to time. We will use the email address on record for your Account as our primary means of communication with you. Communications include (i) these Terms; (ii) any policies published by NavExM with respect to use of the Services; (iii) account details, history, transaction receipts, confirmations, and any other Account or Transaction information; (iv) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (v) responses to claims or customer support inquiries filed in connection with your Account.

We will provide these Communications to you by posting these Terms and any policies published by NavExM regarding NavExM Services on the Website, and NavExM may also email these Communications to you at the primary email address listed on your Account profile, and/or through other electronic communication such as text message or mobile push notification.

To ensure that you receive all of our Communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any Communication to the email address on record shall be considered valid and binding for all purposes. If any email communication is returned as undeliverable, we retain the right to block your Account(s) and access to the Services until you provide and confirm a new and valid email address.

Hardware and Software Requirements. In order to access and retain electronic Communications, you will need the following computer hardware and software. You represent and warrant that you have all of the following:

• A device with an Internet connection;
• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
• A valid email address (your primary email address on file with NavExM); and
• Sufficient storage space to save past Communications or an installed printer to print them.

We reserve the right to require you to update your Internet browser for security purposes.

How to Withdraw Your Consent: You may withdraw your consent to receive Communications electronically by contacting our support team. If you fail to provide or if you withdraw your consent to receive Communications electronically, NavExM reserves the right to immediately close your account or charge you additional fees for paper copies.

Updating Your Information: It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if NavExM sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, or blocked or sent to spam by your service provider, or you are otherwise unable to receive electronic Communications, NavExM will be deemed to have provided the Communication to you. You may update your information by submitting a ticket to our support team.

Account History: Information on your past Transaction(s) (“Transaction History”) will be made available on the Platform. Your Transaction History contains all of your trading activity on the Platform. We will use commercially reasonable efforts to ensure that the information contained in the notices we send you on your Transaction History is reasonably accurate and reliable.

Account Review and Acknowledgment. It is your sole responsibility to review your Transaction History and any notices or Communications sent by us. If for any reason you are unable to do so, or you do not receive our notices or Communications, it is your responsibility to notify us immediately.

Prohibited Use

By opening a NavExM Account, you represent and warrant that you will not use your NavExM Account, any NavExM Services and/or the NavExM Platform to do any of the following:

Unlawful Activity: Activity which would violate, or cause a violation of, economic or financial sanctions, trade embargoes, and restrictions imposed, administered or enforced from time to time by governmental authorities, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, and any other governmental authorities with jurisdiction over you or NavExM (collectively, “Sanctions”); and activity which would violate, or assist in violation of, laws, statutes, ordinances, or regulations regarding the publishing, distribution or dissemination of any unlawful material or information.

Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Website, other NavExM Accounts, computer systems or networks connected to the Website, through password mining or any other means; use NavExM Account information of another party to access or use the Website, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user's NavExM Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express written permission of NavExM.

Abuse Other Users: Interfere with another individual's or entity's access to or use of any NavExM Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the Website about others, including without limitation email addresses, without proper consent.

Fraud: Activity which operates to defraud NavExM, NavExM users, or any other person; provide any false, inaccurate, or misleading information to NavExM.

Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.

Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of NavExM intellectual property, name, or logo, including use of NavExM trade or service marks, without express consent from NavExM or in a manner that otherwise harms NavExM or the NavExM brands; any action that implies an untrue endorsement by or affiliation with NavExM.

Prohibited Businesses

In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from being carried out using NavExM Services or the NavExM Platform ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by card network rules or the requirements of our banking providers or processors. The specific types of businesses listed below are representative, but not exhaustive.

By opening a NavExM Account, you represent and warrant that you will not use NavExM Services or the NavExM Platform in connection with any of the following businesses, activities, practices, or items:

Investment and Credit Services: securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes;

Restricted Financial Services: check cashing, bail bonds; collections agencies;

Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;

Counterfeit or Unauthorized Goods: unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen;

Regulated Products and Services: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials;

Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;

Pseudo-Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;

Substances designed to mimic illegal drugs: sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom);

Adult Content and Services: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features;

Multi-level Marketing: pyramid schemes, network marketing, and referral marketing programs;

Unfair, predatory or deceptive practices: investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and

High-risk businesses any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

You acknowledge and agree that NavExM’ s decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your Account(s) or the Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you. You are liable to NavExM for any damages, costs, and fees incurred by NavExM as a result of your breach of the foregoing representations and warranties.

Representations And Warranties

You hereby represent and warrant to NavExM, at all times, the following:

Accuracy: All documents and information you provide to NavExM are true, accurate, complete, and up-to-date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to utilize the Services.

Authority: You have full power, authority, and capacity to (1) access and use the Platform and/or the Services; and (2) enter into and deliver, and perform your obligations under, these Terms and any agreement entered into pursuant to, or in connection with, these Terms.

Authorization: All consents, permissions, authorizations, approvals and agreements of third parties and all authorizations, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organization having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform and/or the Services and (2) enter into and deliver, and perform the transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended.

Binding Contract: These Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms.

Incorporation: If you are an entity, you are duly incorporated, duly organized, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old.

No Breach: Your access and use of the Platform and/or the Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:

• if you are an entity, result in a breach of or conflict with any provision of your constitution (or equivalent constitutive documents);
• result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and
• result in a breach of any applicable laws, rules or regulations or of any order, decree or judgment of any court, any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.

Covenants

You covenant and agree that you shall not:

Breach: Breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms.

Defame: Act in a manner that is defamatory, trade libelous, threatening, or harassing.

Engage In Fraudulent Activity: Engage in potentially fraudulent or suspicious activity and/or transactions. You must cooperate in any investigation or provide confirmation of your identity or the accuracy of any information you provide to us.

Engage In Harmful Conduct: (1) Receive, or attempt to receive, funds from both NavExM and another user for the same transaction during the course of a dispute; (2) conduct your business or use the Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, ACH returns, chargebacks, fees, fines, penalties, or other liability to NavExM, other users, third parties, or yourself; and (3) allow your Account(s) to have a negative balance.

Mislead: Provide false, inaccurate or misleading information in connection with your use of the Services, in communications with NavExM, or otherwise connected with these Terms.

Liability

Indemnification: You will indemnify and hold harmless NavExM, Related Parties and service providers, including the Staking Services Provider, and each of their respective officers, directors, employees, affiliates, agents, licensors, and contractors (“Indemnified Persons”) from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all liabilities, damages (actual and consequential), losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (1) your access to or use of the Services; (2) your breach or alleged breach of these Terms or your violation of any other provision of these Terms, including any terms and conditions incorporated by reference herein; (3) your violation of any law, rule, or regulation; and/or (4) your violation of the rights of any third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Limitation of Liability

• Notwithstanding anything to the contrary contained in these Terms, the Parties unconditionally agree that in no event shall NavExM or its affiliates, and their respective officers, partners, directors, agents, employees, third parties and suppliers be liable for lost revenue, receipts profits, lost opportunity, data or Cryptos or any remote, proximate, special, incidental or consequential damages arising out of or in connection with the use of our Platform, Service, Material or these Terms of Use.
• Notwithstanding anything to the contrary contained in these Terms, in no event shall NavExM or its affiliates, and their respective officers, partners, directors, agents, employees, third parties and suppliers be liable or responsible for any damages, claims, applications, losses, injuries, delays, accidents, costs, business interruption costs, or other expenses (including, without limitation, attorneys’ fees or the costs of any claim or suit), nor for any incidental, indirect, general, special, punitive, exemplary, or consequential damages, including without limitation loss of goodwill or business profits, loss or theft of Cryptos or loss or theft of digital assets, work stoppage, data loss, computer failure or malfunction, or any other commercial or other losses arising out of or related to these Terms, the Privacy Policy, any service of NavExM, the use of the Platform, Service buy, sell or trading of your Cryptos by any other party authorized / not authorized by you (collectively, all of the foregoing items shall be referred to herein as “Losses”). The foregoing limitation of liability shall apply whether the alleged liability or Losses are based on contract, negligence, tort, strict liability, or any other basis, even if NavExM has been advised of or should have known of the possibility of such losses and damages, and without regard to the success or effectiveness of other remedies.
• NavExM shall not be liable, and the User shall assume any and all risks and liability, in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract system bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, actions of the government, change of laws, introduction of new law, acts of terrorism or war, epidemic, pandemic, lockdown, technological change, changes to any blockchain-related protocol, any actions or inactions of third parties and/or events experienced by third parties, e.g., bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties, and such other similar events which are beyond reasonable control of NavExM. The User acknowledges that NavExM may engage the services of third party service providers in connection with the operation of the Platform or provision of Services, and agrees that NavExM shall not be liable to the User for any suspension, halt or interruption of the Platform, Service and/or the failure to execute any transaction on the Platform where such circumstances arise or result from any interruptions, errors, default or otherwise by any third party service providers of its services in connection with the operation of the Platform or provision of Services.

Data Protection

You acknowledge and agree that we may process personal data, including sensitive and biometric data in relation to you. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Sites and Services.

Intellectual Property

Unless otherwise indicated in these Terms, all copyright and other intellectual property rights in all information, data, text, code, images, links, sounds, graphics, videos, and other materials contained on our Sites or such other mode of access (including through the NavExM APIs) or provided in connection with the Services, including, without limitation, our logo and all designs, information, data, text, code, images, links, sounds, graphics, videos, other materials, and the selection and arrangement thereof (collectively, “Materials”) are NavExM’s, its licensors, or suppliers’ property and are protected by U.S. and international copyright laws and other intellectual property rights laws. We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Materials for your non-commercial personal or internal business uses. Such license is subject to these Terms and does not permit (1) the resale of the Materials; (2) the distribution, public performance, or public display of any Materials; (3) the modification or derivative uses of the Materials; and (4) the use of the Materials other than for their intended purposes. The license granted under herein automatically terminates if we suspend or terminate your access to the Services.

Complaints

Submitting A Complaint: If you have a complaint, please contact our Support Team from secure area of NavExM Exchange. and work with Customer Service to resolve your issue. In that query, you must provide your Customer Service ticket number, state the cause of your complaint, how you would like us to resolve the complaint, and any other information you believe to be relevant. Without a Customer Service ticket, your complaint will be deemed premature and will not receive a response. Upon receiving your complaint, we will open a support ticket and a user complaint officer (“Complaint Officer”) will review your complaint. The Complaint Officer will review your complaint without prejudice, based on the information you provided and any information we may derive from our records. Within thirty business days ((all days excluding Saturday, Sundays, and any bank holiday) (“Business Days”)) of our receipt of your complaint, the Complaint Officer will use reasonable efforts to address the points raised in your complaint and the Complaint Officer may: (1) offer to resolve your complaint in the way you have requested; (2) reject your complaint and set out the reasons for the rejection; or (3) offer to resolve your complaint with an alternative proposal or solution. In exceptional circumstances, if the Complaint Officer is unable to respond to your complaint within thirty Business Days, the Complaint Officer will use reasonable efforts to send you a holding response indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Complaint Officer will respond to your complaint.

Offers: Any offer of resolution made to you will only become binding on NavExM if accepted by you. An offer of resolution will not constitute any admission by us of wrongdoing or liability regarding the complaint’s subject matter.

Arbitration

If we cannot resolve your dispute through the complaint process, you agree that any dispute or controversy arising out of or relating to these Terms or the NavExM Services, including, but not limited to, legal and equitable claims, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved through binding arbitration on an individual basis. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”). In agreeing to this binding commitment to arbitrate your claims, you agree that you waive any right to proceed in a court of law or to have your claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties or upon a showing of need. Furthermore, in cases where neither party’s claim(s) or counterclaim(s) exceed $500, both parties agree to waive an arbitration hearing and resolve the dispute solely through submissions of documents to the arbitrator. The AAA rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org.

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (“Notice”). The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or NavExM may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or NavExM shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.

CONTACT US

If You have any questions relating to these Terms of Use, your rights and obligations arising from these Terms of Use and/or Your use of the Website and the Service, or any other matter, please contact our Support Team from secure area of NavExM Exchange.