KLANTOVEREENKOMST / CLIENT AGREEMENT

Omdat AMDAX zowel Nederlandse als internationale klanten bedient, hebben we onze juridische documenten in het Engels opgesteld. Binnen AMDAX is Engels het uitgangspunt als het om juridische communicatie gaat – de Engelse contracten zijn dus leidend. Indien u vragen heeft over een van de documenten, staan we altijd voor u klaar om deze te beantwoorden – uiteraard (ook) in het Nederlands.

Inhoudopgave

Welcome to AMDAX

Welcome! Thanks for visiting AMDAX, a digital asset platform operated by and proprietary to AMDAX B.V., with its principal address at Beursplein 5, 1012 JW Amsterdam, THE NETHERLANDS (Chamber of Commerce number: 74458477). You agree and understand that by signing up to AMDAX and opening an account, you are agreeing to enter into this client agreement (the “Client Agreement”) by and between you and AMDAX B.V. and be legally bound by its terms and conditions, so please read them thoroughly.

If any term or condition of this Client Agreement is unacceptable to you, please do not visit, access, or use AMDAX. Use of the words “we,” “us,” or “our” in this Client Agreement refers to AMDAX B.V.

Using our services

By signing up to AMDAX and opening an account, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this Client Agreement by and between you and AMDAX B.V. and agree to be legally bound by the terms and conditions of this Client Agreement in their entirety.

You agree and understand that by logging into your account following any change to this Client Agreement, your login shall constitute your agreement to the amended Client Agreement by and between you and AMDAX B.V. and you agree to be legally bound by its terms and conditions as amended. Among other things, this means that, if you log into your account following an amendment to this Client Agreement, transactions that you or others have already undertaken, and benefits, such as trading fee discounts and rebates that you or others have earned, could be affected by the amended terms and conditions of this Client Agreement. You should, therefore, read this Client Agreement from time to time. You agree and understand that we have the right to require your affirmative assent and continuing acceptance of this Client Agreement, from time to time, as a condition of you accessing or using any AMDAX Services (as defined below) or logging into your account. If you do not agree to be bound by this Client Agreement, you should not access or use any AMDAX Services or login to your account. Should you disagree to this Client Agreement (including any changes or amendments), please close your account in accordance with the Account Closure section.

In order to use AMDAX and the AMDAX Services, you must first successfully provide the required identification information pursuant to our Client Acceptance Procedure (“CAP”) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “CAP/AML Program”).

Feel free to print and keep a copy of this Client Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this Client Agreement here on this page.

Applicable Laws and Regulations

Your conduct on AMDAX is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”) including, but not limited to:

  • Anti-Money Laundering / Counter-Terrorism Financing (AML/CTF) provisions as mandated by European law and any other rules and regulations regarding AML/CTF;
    • Specifically the Dutch laws regarding AML/CTF: (Wet ter voorkoming van witwassen en financieren van terrorisme) and Saction laws (Sanctiewet 1977 en Regeling toezicht Sanctiewet 1977)
  • European and Dutch money transmission laws; and
  • Dutch Laws, regulations, and rules of relevant tax authorities;

You unequivocally agree and understand that by signing up to AMDAX and opening an account and using AMDAX in any capacity, you agree and understand to act in compliance with and be legally bound by this Client Agreement as well as the Applicable Laws and Regulations. For the avoidance of doubt, the receipt of all trading fee discounts and rebates and continued use of your account is conditioned on continued adherence at all times to this Client Agreement and all Applicable Laws and Regulations.

Digital Assets

As used herein, “Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “virtual commodity”), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.

Your AMDAX Account

Account Opening

Only individuals or institutions that have opened an account (“AMDAX Account”) and successfully completed our CAP/AML Program are considered AMDAX customers (each, a “AMDAX Customer”). If you would like to provide access to your AMDAX Account to another individual or institution, this individual or institution must register a user account (“User Account”) to your AMDAX Account and successfully complete our CAP/AML Program. You agree that you will not allow any persons who have not successfully completed our CAP/AML Program to access or use your AMDAX Account. Subject to our CAP/AML Program, (i) your spouse or domestic partner may create a User Account that will link to the same AMDAX Account and (ii) a AMDAX Account may be opened on behalf of an institution by a beneficial owner and/or designated representative of the said institution. By doing so, you warrant and agree that you are a beneficial owner and/or designated representative of the said institution. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about your linked bank account, and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our CAP/AML Program, or adding another person to your account, please email compliance@amdax.com.

Account Types

In order to access AMDAX, you must register and open an AMDAX Account. Each AMDAX Account has the following subaccounts:

  • One or more associated User Accounts;
  • A fiat currency account (“Fiat Account”) that reflects its fiat currency balance; and
  • A Digital Asset account (“Digital Asset Account”) that reflects its Digitals Asset balance. Each Digital Asset Account has a custody account (“Custody Account”) per Digital Asset type.

For information on AMDAX’ custody services (“Custody Services”), please see our Custody Services page.

Access to your AMDAX Account is limited solely to the individuals who have successfully registered and opened an associated User Account. You agree that you will not grant any person access to your User Account, except as described herein, as granting access may violate Applicable Laws and Regulations and can result in loss of funds.

Account Access

You are only permitted to access your AMDAX Account using your User Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your User Account safe and secure. As a result, you are required to use at least two forms of authentication when accessing your User Account and performing certain operations in your AMDAX Account. Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through short message service (“SMS”) or a specified and supported two-factor authentication (“2FA”) application. If you choose to install and use a 2FA application 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 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 agree that your User Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your User Account login credentials and any other required forms of authentication confidential and separate from each other, as well as separate from any other information or documents relating to your AMDAX Account and your User Account.

You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication. You further agree and understand that, we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your AMDAX Account.

You agree and understand that you are responsible for monitoring your User Account and AMDAX Account. If you notice any unauthorized or suspicious activity in your account, please email support@amdax.com or security@amdax.com and notify us immediately.

Account Communication

You agree and understand that the primary communication with you will be via email. We will use the email address on record for your User Account as our primary means of communicating with you. 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 is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to AMDAX until you provide and confirm a new and valid email address.

Account History

Your transaction history (“Transaction History”) is always available on AMDAX. Your Transaction History contains all of your trading activity, including pending transactions, deposits and withdrawals, as well as your Fiat Account and Digital Asset Account balances; however, please note that nothing in your Transaction History should be treated as a valuation.

We use commercially reasonable efforts to assure that the information contained in the notices we send you and your Transaction History is accurate and reliable; however, please understand that errors may sometimes occur and such errors do not impact the actual means and results of a given transaction.

Any transaction listed in your Transaction History or other communication including, but not limited to, receipts sent to your email on record shall be deemed and treated as authorized and correct, approved, and confirmed by you unless we receive Written Notice (as defined herein) to the contrary within three calendar days from the date the communication was sent.

Account Review and Acknowledgment

It is important for you to understand that it is your sole responsibility to review your Transaction History and any notices. You also understand that for the purposes of review and acknowledgment, you agree to be deemed to have reviewed your Transaction History and all notices on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, it is your responsibility to email support@amdax.com and notify us immediately.

You understand that every communication sent to your email on record will be deemed to have been acknowledged as correct, approved, and confirmed by you unless we have received Written Notice to the contrary within three calendar days from the date the communication was sent.

We retain the right to make changes or adjustments to your Fiat Account and/or Digital Asset Account as necessary and appropriate, to comply with any Applicable Laws and Regulations or to ensure market integrity. Please see the ‘Erroneous Orders’ and ‘Erroneous Trades’ sections for more information.

Account Closure

You may close any of your accounts at any time. You agree and understand that closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open Orders and, in accordance with the provisions of this Client Agreement, provide transfer instructions of where to transfer any fiat currency and/or Digital Assets remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of fiat currency or Digital Assets) associated with the closing of your account. In the event that the costs of closing of your account exceed the value in your account, you will be responsible for reimbursing us. You may not close any of your accounts to avoid paying any fees otherwise due or to avoid any examination related to our CAP/AML Program.

Account Suspension

You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you and any members of your household or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to AMDAX, until a determination has been made, if we suspect you and/or any such accounts to be in violation of:

  • Any provision of this Client Agreement;
  • Any Applicable Laws or Regulations;
  • Our CAP/AML Program; or
  • Our Trading Conduct Rules,

at any time since the opening of such account or Related Account (each, a “Conduct Violation”).

You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to AMDAX until a determination has been made, if:

  • We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
  • The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
  • The account has a negative balance for any reason;
  • The account has a balance that needs to be reconciled for any reason;
  • Your deposit was returned to your bank;
  • We believe someone is attempting to gain unauthorized access to the account;
  • We believe there is unusual activity in the account;
  • We believe you are using AMDAX, your login credentials, or other account information in an unauthorized or inappropriate manner; or
  • The account has not been accessed in two years or more.

If your account has been suspended, you will be notified when accessing AMDAX. We may give Written Notice that your account has been suspended and may disclose the reasons for suspension, if permitted to do so by law.

Account Investigations

You agree and understand that we have the right to immediately investigate your account and any Related Account, if we suspect that you and/or any such account has committed a Conduct Violation.

You further agree and understand that we have the right to immediately investigate your account and any Related Account, if:

  • We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
  • The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
  • The account has not been accessed in two years or more.

We may give Written Notice that your account is the subject of an investigation and may share the general nature of the investigation, if permitted to do so by law.

If we suspect that an account has committed a Conduct Violation that pertains to our Trading Conduct Rules, we will give Written Notice and share the general nature of the allegations as well as the specific provisions of our Trading Conduct Rules that appear to have been violated. You will have the right to submit, within seven calendar days from the date of notification, a written statement to our Compliance Officer (“CO”) explaining why no disciplinary action should be taken.

You agree and understand that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this Client Agreement. You agree and understand that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this Client Agreement, nor refuse to comply with any request made pursuant to this Client Agreement.

Following the conclusion of an investigation, our CO will make a determination based upon the weight of the evidence. If a suspected Conduct Violation pertains to our Trading Conduct Rules, our CO may consider a variety of factors in assessing whether your conduct violated our Trading Conduct Rules, including, but not limited to:

  • Whether your intent was to induce others to trade when they otherwise would not have;
  • Whether your intent was to affect a price rather than to change your position;
  • Whether your intent was to create misleading market conditions;
  • Market conditions in the impacted market(s) and related markets;
  • The effect on other market participants;
  • Your historical pattern of activity;
  • Your Order entry and cancellation activity;
  • The size of your Order(s) relative to market conditions at the time your Order(s) was placed;
  • The size of your Order(s) relative to your position and/or capitalization;
  • The number of Orders;
  • Your ability to manage the risk associated with your Order(s) if fully executed;
  • The duration for which your Order(s) was exposed to the market;
  • The duration between, and frequency of, non-actionable messages;
  • The queue position or priority of your Order in the Order book;
  • The prices of preceding and succeeding bids, offers, and trades;
  • The change in the best offer price, best bid price, last sale price, or other price that results from the entry of your Order; and
  • Your activity on Exchanges in related markets.

You agree and understand that if your account or any Related Account is determined to be have committed a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this Client Agreement and/or Applicable Laws and Regulations.

Account Remedies for Breach

You agree and understand that if you, your account, or any Related Account is determined to have committed a Conduct Violation, we have the right to debit from your account or any Related Account (i) the value of any trading fee discounts or rebates that you or the holder of a Related Account has received in connection with this Client Agreement at any time after one year preceding the date on which we become aware of the existence of the Conduct Violation and (ii) any other damages suffered by us as a result of the Conduct Violation. You further agree and understand that if we determine that you have colluded, coordinated, and/or collaborated with any other User to commit a Conduct Violation, you and that User will be jointly and severally liable for the whole value of any trading fee discounts, rebates, and/or damages to which we are entitled under this subsection and any such amounts may be debited from your account, that User’s account, or in each case, any Related Account. We will deduct any such amounts from the respective Fiat Account(s) and/or Digital Asset Account(s). If withdrawing from a Digital Asset Account, we will withdraw sufficient Digital Assets as calculated using that day’s 16:00 hours Central European Time Euro denominated price average over our top 3 Liquidity Providers (the “Prevailing Market Price”). In addition, you agree and understand that we may alternatively collect some or all of any such amounts by offsetting them against any amount owing to you from AMDAX. If you disagree with any determination made or remedy exercised under this subsection, you may bring an arbitration action pursuant to the ‘Dispute Resolution’ section of this Client Agreement.

Account Termination

You agree and understand that we have the right to terminate your access to AMDAX and any account at any time and for any reason, and that if we do so, your rights and obligations under this Client Agreement will continue. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this Client Agreement and/or Applicable Laws and Regulations. If your account is terminated, we will return your funds, less the value of any trading fee discounts, rebates, and/or damages that we are entitled to pursuant to this Client Agreement. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by law. If there is a Digital Asset balance remaining in your account, you agree to provide us with a Digital Asset address within seven calendar days upon receiving Written Notice, so that we can return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at a price within 5% of the Prevailing Market Price and return the proceeds (less any trading fee discounts, rebates, and/or damages to which we are entitled) to any bank account linked to your account.

Legal Process

You agree and understand that we may comply with any writ of attachment, execution, tax levy, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We may, but are not required to, notify you of such process by electronic communication. We may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we may honor any legal process, regardless of the method or location of service.

Right of Offset

You agree and understand that we have the right to offset: (i) negative balances in your Fiat Account by selling the necessary amount of Digital Assets in your Digital Asset Account on the open market at a price within 5% of the Prevailing Market Price to offset such negative balances; (ii) negative balances in your Digital Asset Account by buying the necessary amount of Digital Assets at the Prevailing Market Price to offset such negative balances with the fiat currency in your Fiat Account; and (iii) any and all debts owed to AMDAX through the offset of balances of your account or any Related Account.

CAP/AML Compliance

Our CAP/AML Program is guided by the Dutch Central Bank (de Nederlandsche Bank). These standards are designed to prevent the use of AMDAX for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes.

What this means to you: when each person opens an account on AMDAX, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.

Background Checks

In furtherance of our CAP/AML Program, we reserve the right to require you to provide us with additional information and/or require you to undergo a background check prior to being authorized to use AMDAX, or at any point thereafter, in accordance with Applicable Laws and Regulations.

Source of Funds

You agree, represent, and warrant that all funds in your account, or funds exchanged or to be exchanged by you in the future on AMDAX, are not the direct or indirect proceeds of any criminal or fraudulent activity.

You are not allowed to receive funds in your account from a sender other than yourself. Any funds you receive from a sender other than yourself will be considered unauthorized. We reserve the right to investigate the source of any funds in your account and determine how to handle their disposition. Following our review of any funds in question and the circumstances by which you received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and Regulations, which may include, returning them to the destination of their origin or to a charity of our choosing.

Sanctions Programs

Pursuant to the economic sanction programs administered in the countries where we conduct business, we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block funds associated with your account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw funds from your account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

AMDAX Trading

We operate a Trading platform (“Trading platform”) that facilitates the buying and selling of Digital Assets. You may use your User Account to place orders (each, an “Order”) to buy and/or sell Digital Assets. When our Trading platform executes Orders, a trade (each, a “Trade”) occurs. The price of a Trade includes the fees associated with or incurred by your use of AMDAX. You agree and understand that our Trading platform executes against one or multiple liquidity providers (“Liquidity Providers”) to optimize market conditions for that Order.

Order Types

AMDAX supports the following order types and execution options:

Order Type Description Specifies Price
Request for Stream (RFS) Filled immediately against resting orders at the current best available price for the amount of Digital Assets specified. Yes
Request for Quote (RFQ) A quoted price for a given amount of Digital Assets that is valid for 20 seconds. Filled immediately against resting orders at the given price for the given amount. Ja
Limit Filled at or better than a specified price. Any quantity that is not filled rests on the continuous order book until it is filled or canceled. Ja
Stop-Limit Places a Limit order when a Last Trade Price crosses the Stop Price of the order. Yes

There is no margin trading, options trading, or shorting offered on AMDAX at this time.

Order Placement

We are a full reserve trading desk — you must deposit funds prior to placing an Order and you are not permitted to place an Order unless you have enough funds in your AMDAX Account to satisfy your Order (i.e., all Orders are pre-funded). When you place an Order, the full amount of funds required (including any fees) are placed on hold in your AMDAX Account until your Order fills, expires, or is canceled. Any unfilled portion of your Order will remain on hold until it fills, expires, or is canceled. You agree that it is your responsibility to cancel any Order (in whole or in part) that you do not want to be filled. You understand that you may not be able to cancel an Order prior to it filling (in whole or in part) and that we are not liable to you for the completion of an Order after you have submitted a cancellation request. Any Order that exceeds the amount of available funds in your AMDAX Account will be rejected.

Prior to the placement of an Order, you are required to review the following information:

  • The amount of Digital Assets to be bought or sold;
  • The gross purchase price (buy) or sale proceeds (sell) of your Order; and
  • The net proceeds to be transferred into your Digital Asset or Fiat Account.

Order Placement by Telephone or Messaging Application (Telegram)

You agree and understand that orders placed via Telephone or Messaging Application (the “Communication Layer” and each, a “Comms Order”) are subject to each and every other provision of this Client Agreement unless otherwise modified by this subsection. You also agree and understand that Comms Orders are handled differently than Orders placed via our web interface, which interacts directly with our Trading platform. Specifically, you agree and understand that all Comms Orders are manually executed against our Trading platform by our trading professionals.

Order Placement by Website Application

You agree and understand that orders placed via our website application (the “Web Application” and each, a “Web Order”) are subject to each and every other provision of this Client Agreement unless otherwise modified by this subsection. You also agree and understand that Web Orders execute against our Trading platform.

In any event, and absent unexpected technological interruptions or Downtime, a Web Order will not be pending for more than 30 seconds; that is, you will generally receive either a notice of execution or a notice of rejection within 30 seconds of placing a Web Order.

Order Handling

You agree and understand that we do not guarantee that any Order you place will be filled. Orders that are active before Downtime (as defined herein), will be handled, once our Trading platform resumes operations, as follows:

  • If the Order was placed via the website interface it will be active once our Trading platform resumes operations.

You agree and understand that we reserve the right to cancel any Order, or remaining portion of any Order, if:

• Any such Order was placed and/or active during Downtime;

  • Any such Order triggers our Trading Controls; or
  • Any such Order is materially non-marketable.

You agree and understand that Orders may be subject to, and we shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which we have no control, including, but not limited to, mechanical or electronic failure or market congestion.

You agree and understand that contingent Orders, including, but not limited to, “Stop” and “Stop-Limit” Orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such Orders at a price close to the Stop Price or at all.

You agree and understand that we reserve the right to require all Orders to pass automated compliance checks. If your Order is flagged for review by any of these checks or if it meets certain defined criteria, it may require our manual review and approval. We will use commercially reasonable efforts to review such Orders on a timely basis, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order, you can view your Order status on AMDAX. We may cancel any Order flagged for review. Lastly, we may require you to confirm your Order via telephone or another form of authentication prior to execution.

Order Settlement

All Orders that are filled, executed, or matched (in whole or in part) (each, a “Trade”), settle immediately and are recorded in our Trading platform.

Order Receipts

After your Order has been placed, we will send you an email or an on screen confirmation of your Order (each, an “Order Receipt”), and another email or onscreen confirmation if your Order subsequently fills (in whole or in part) (each, a “Trade Receipt”).

Orders Receipts contain the following information:

  • The Order date, type, ID, amount, and pricing information if applicable;
  • A notification which states that you have three calendar days to dispute your Order; and
  • Contact information (including a phone number) for AMDAX should you have any questions, need to register a complaint, or claim that your Order was not authorized (subject to applicable limits described herein).

Trade Receipts contain the following information:

  • The Trade date, type, ID, amount, and pricing information;
  • All fees charged;
  • A notification which states that you have three calendar days to dispute your Trade; and
  • Contact information (including a phone number) for AMDAX should you have any questions, need to register a complaint, or claim that your Trade was not authorized (subject to applicable limits described herein).

AMDAX maintains and retains records of your Transaction History for a period of no less than seven years.

Your Orders and Trades shall be deemed and treated as authorized and correct as ratified and confirmed by you unless we receive Written Notice to the contrary within three calendar days. It is your sole responsibility to review your Transaction History, Order Receipts, and Trade Receipts on a regular basis in order to meet the period set forth above.

Clearly Erroneous Transaction Policy

We consider a transaction to be clearly erroneous when its price is substantially inconsistent with the market price at the time of execution (each, a “Clearly Erroneous Transaction”). In making a determination, we take into account the circumstances at the time of the transaction, the preservation of the integrity of the market, and the maintenance of a fair and orderly marketplace. You are responsible for ensuring that the appropriate price and Order type is entered into AMDAX. A simple assertion by you that a mistake was made in entering an Order, or that you failed to pay attention to or update an Order, may not be sufficient to establish it as a Clearly Erroneous Transaction.

You agree and understand that if we determine a transaction to be a Clearly Erroneous Transaction, we may declare it null and void, in whole or in part, even if you and/or the other party do not agree to cancel or modify it. In determining whether a transaction is a Clearly Erroneous Transaction, we will consider the following:

  • Suspicious trading activity;
  • Violations of our Trading Conduct Rules;
  • If there was an obvious error in any term, including, but not limited to, price, amount of Digital Assets, or other unit of trading;
  • If there was a disruption or malfunction in the operation of any trading system or component of our Trading platform, AMDAX, or a Digital Asset network (“Digital Asset Network”); or
  • If there were extraordinary market conditions or other circumstances in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market.

Trading Fee Schedules

You agree and understand that your acceptance of this Client Agreement is considered to be your acceptance of all of our trading fee schedules. We reserve the right to change, modify, or increase our trading fee schedules at any time.

AMDAX operates in two trading profiles, with their own unique fee schedule. Clients trade under either the “Investor” or “Active Trader” profile. The Investor is offered an all inclusive price (no additional fee’s), where the Active Trader is offered a tiered fee schedule based on spot prices excluding fee’s.

For information on AMDAX’ trading fee schedule (“Trading Fee Schedule”), please see our fee schedule page.

Any change to our Trading Fee Schedule will be posted for at least three calendar days before it takes effect and no change will be in effect for less than 30 calendar days. You further agree that by logging into your account and using AMDAX following any change to our Trading Fee Schedule, you are agreeing to accept our new Trading Fee Schedule.
Trading Conduct Rules

You agree to abide by and understand that we enforce the following marketplace standards of conduct rules (“Trading Conduct Rules”) designed to prevent the use of AMDAX for disruptive or manipulative conduct or deceptive practices, including, but not limited to, disruptive trading and price manipulation. We take our Trading Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit manipulative conduct or deceptive practices. The following are strictly prohibited on AMDAX:

Fraudulent Acts
Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order or Trade on or other activity related to AMDAX.

Fictitious Transactions
Neither you nor any related party shall create or execute fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature.

Market Manipulation
Any disruptive trading in or manipulation of the AMDAX marketplace whatsoever is prohibited. Orders placed on AMDAX for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such Order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order, you and any related party will be deemed to have engaged in an act detrimental to AMDAX.

Violation of Applicable Laws and Regulations
Neither you nor any related party shall engage in conduct that is in violation of any Applicable Laws and Regulations.

Misstatements

It is a violation of this Client Agreement to make any misstatement of a material fact to AMDAX, its board of managers, any committee thereof, or any director, officer, manager, or employee of AMDAX.

Disrepute Upon You or AMDAX

Neither you nor any related party may access AMDAX in any way which could be expected to bring disrepute upon you or AMDAX.

Disclosing Orders

Neither you nor any related party shall disclose to any person, including, but not limited to, another market participant, any Order placed by you or any related party or any Order placed by another person, including, but not limited to, another market participant.

Money Passes

Neither you nor any related party shall prearrange the execution of transactions on AMDAX for the purpose of passing money between accounts. All transactions executed on AMDAX must be made in good faith for the purpose of executing bona fide transactions, and prearranged Trades intended to effectuate a transfer of funds from one account to another are strictly prohibited.

Accommodation Trading

Neither you nor any related party shall enter into non-competitive transactions on AMDAX for the purpose of assisting another person to engage in transactions that are in violation of our Trading Conduct Rules or any Applicable Laws and Regulations.

Custody

Our platform tracks the balance and ownership of fiat currency and Digital Assets of each AMDAX Account.

Your Digital Assets

We are a fiduciary under governance by the Dutch Central Bank (De Nederlandsche Bank) for services for the exchange between virtual and fiduciary currencies and we are a custodian that is allowed to hold, store and transfer virtual currencies on your behalf. AMDAX custodies your Digital Assets in a Custody Account controlled and secured by AMDAX; the balance is reflected in the Digital Asset Account of your AMDAX Account. Digital Assets custodied in a Custody Account are custodied pursuant to the Custody Agreement entered into by and between you and AMDAX B.V. You agree and understand that your acceptance of this Client Agreement is considered to be your acceptance of the Custody Agreement.

Digital Assets custodied on your behalf and reflected in the Digital Asset Account of your AMDAX Account are not treated as general assets of AMDAX.

Digital Asset Insurance

Our custodian maintains commercial crime insurance for Digital Assets we custody on your behalf. The insurance policy is made available through a combination of third-party insurance underwriters. The Digital Asset insurance covers for up to 20 million USD.

Our custodian is protected for liability resulting from a failure of their technology products or services, cyber breaches and professional liability which result in any a theft of cryptocurrency or cryptographic information from the following events:

  • Cyberinbreuk inclusief diefstal of ongeoorloofde openbaarmaking van beschermde informatie
  • Cyberafpersing
  • Verlies van digitale valuta
  • Falen van een van onze externe leveranciers
  • Technologische fouten
  • Technologische productfouten
  • Technologie-aansprakelijkheid
  • Beroepsaansprakelijkheid
  • Diefstal van crypto-valuta als gevolg van een van bovenstaande

Our policy does not cover any losses resulting from any unauthorized access to your User Account. You agree and understand that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your User Account login credentials and any other required forms of authentication, including your API keys. You further agree and understand that we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your AMDAX Account.

Digital Assets are not legal tender and are not backed by any government.

Custody Fee Schedule

For information on AMDAX’ custody fee schedule (“Custody Fee Schedule”), please see our fee schedule page.

You agree and understand that your acceptance of this Client Agreement is considered to be your acceptance of our Custody Fee Schedule. We reserve the right to change, modify, or increase our Custody Fee Schedule at any time. Any change to our Custody Fee Schedule will be posted for at least three calendar days before it takes effect and no change will be in effect for less than 30 calendar days. You further agree that by logging into your account and using AMDAX following any change to our Custody Fee Schedule, you are agreeing to accept our new Custody Fee Schedule.

Your Fiat Currency

We are a fiduciary hold your fiat currency deposits in one or more omnibus bank accounts (each an “Omnibus Account”) at depository institutions (each, a “Bank”).

Each Omnibus Account is: (i) in our name, and under our control; (ii) separate from our business, operating, and reserve bank accounts; (iii) established specifically for the benefit of AMDAX Customers; and (iv) represents a banking relationship, not a custodial relationship, with each Bank. You agree and understand that Omnibus Accounts do not create or represent any relationship between you and any of our Banks.

Your fiat currency deposits are: (i) held across our Omnibus Accounts in the exact proportion that all AMDAX Customer fiat currency deposits are held across our Customer Omnibus Accounts; (ii) not treated as our general assets; (iii) fully owned by you; and (iv) recorded and maintained in good faith in our systems and reflected in a sub-account (i.e., the Fiat Account of your AMDAX Account) so that your interests in our Customer Omnibus Accounts are readily ascertainable.

Notwithstanding anything herein to the contrary, you agree and understand that (i) we may hold some or all of your fiat currency deposits in Omnibus Accounts that receive positive, zero or negative interest, (ii) we charge a fee told your fiat currencies in Omnibus Accounts. For see Custody Fee Schedule for fiat custody fees.

You agree and understand that we may receive compensation for our Omnibus Accounts, either in the form of services provided at a reduced rate, the payment of a referral fee, or otherwise. Any such compensation will be retained by us and you agree and understand that you will not receive any portion of such compensation.

You should note the following information about each of our Omnibus Accounts:

  • In accepting your fiat currency deposits, we are acting as a custodian;
  • Your rights in our Omnibus Accounts are limited to the specific amount of fiat currency in your Fiat Account;
  • You direct the movement of fiat currency into and out of our Omnibus Accounts by providing direction to us through AMDAX as specified above;
  • Our Omnibus Accounts are comprised of fiat currency belonging to you and other AMDAX Customers;
  • Our Banks accept instruction only from us and our agents and will not accept any instruction from you;
  • Our Banks do not act as custodians for Digital Assets, and are not involved in our Digital Asset exchange activities or in the oversight of such activities; and
  • You pay a fee for fiat custody as described in our Custody Fee Schedule.

Certain circumstances may require us to transfer fiat currency between two or more of our Omnibus Accounts or terminate our relationship with one of our Banks. Movements of fiat currency between Omnibus Accounts are recorded in detail and will not affect the available balance in the Fiat Account of your AMDAX Account, subject to applicable limitations.

Deposits and Withdrawals

We email you receipt confirmation for all deposits and withdrawals.

Fiat Currency Deposits

We do not accept fiat currency deposits from third parties for your benefit. Fiat currency deposits are only accepted from: (i) bank accounts that have successfully completed our CAP/AML Program, (ii) are in the name of an individual or institution named on the AMDAX Account, and (iii) are domiciled in the country of residence of the individual or institution named on the AMDAX Account (each, a “User Bank Account”). If a fiat currency deposit does not originate from a User Bank Account, it will be rejected and returned immediately.

Digital Asset Deposits

Digital Asset deposits will typically be credited to your AMDAX Account after the required number of network confirmations have occurred on the blockchain for such Digital Assets. You agree and understand that in certain situations, Digital Asset deposits may be delayed in connection with Downtime or congestion of or disruption to a Digital Asset Network.

Fiat Currency Withdrawals

Fiat currency withdrawals are only permitted to User Bank Accounts. Your initiation of a fiat currency withdrawal using your User Account login credentials and other required forms of authentication, when applicable, will be deemed to be your authorization for AMDAX to execute any such withdrawal.

Digital Asset Withdrawals

Digital Assets withdrawals will typically be processed at the speed of a Digital Asset Network. In certain situations, Digital Asset withdrawals may be delayed in connection with Downtime or the congestion or disruption of a Digital Asset Network.

Transfer Fee Schedule

For information on ADMAX’ transfer fee schedule (“Transfer Fee Schedule”), please see our Transfer Fee Schedule page.

You agree and understand that your acceptance of this Client Agreement is considered to be your acceptance of our Transfer Fee Schedule. We reserve the right to change, modify, or increase our Transfer Fee Schedule at any time. Any change to our Transfer Fee Schedule will be posted for at least three calendar days before it takes effect and no change will be in effect for less than 30 calendar days. You further agree and understand that by logging into your account and using AMDAX following any change to our Transfer Fee Schedule, you are agreeing to accept our new Transfer Fee Schedule.

Digital Asset Networks

You understand that we do not own or control the underlying software protocols of Digital Asset Networks which govern the operation of Digital Assets. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. You agree and understand that: (i) we are not responsible for the operation of the underlying protocols, and (ii) we make no guarantees regarding their security, functionality, or availability.

Supported Networks

You agree and understand that we support certain Digital Asset Networks on AMDAX (each, a “Supported Network”). Supported Networks are as follows:

  • Bitcoin Network
  • Ethereum Network

You agree and understand that a Digital Asset Network is not a Supported Network (each, an “Unsupported Network”), unless it is explicitly named as a Supported Network herein. You also agree and understand that we may choose to support an Unsupported Network and make it a Supported Network on AMDAX at any time. You further agree and understand that we may choose to no longer support a Supported Network on AMDAX and make it an Unsupported Network at any time.

Supported Digital Assets and Waiver of Conflicts

You agree and understand that we support certain Digital Assets of Supported Networks on AMDAX (each, a “Supported Digital Asset”). Currently, supported Digital Assets are as follows:

Digital Asset Trading Depository Account Custody Account
Bitcoin Yes Yes Yes
Ether Yes Yes Yes

You agree and understand that a Digital Asset of an Unsupported Network or a Digital Asset that operates “on top of” a Supported Network is not a Supported Digital Asset (each, an “Unsupported Digital Asset”), unless it is explicitly named as a Supported Digital Asset herein. You also agree and understand that we may choose to support an Unsupported Digital Asset and make it a Supported Digital Asset on AMDAX at any time. You further agree and understand that we may choose to no longer support a Supported Digital Asset on AMDAX and make it an Unsupported Digital Asset at any time.

You agree and understand that we are solely responsible for the operation of AMDAX, our Exchange, our Custody Services, our Mobile Application, and the provision of other services described in this Client Agreement (collectively, “AMDAX Services”), and for making all decisions and determinations with respect to the AMDAX Services. Such decisions and determinations could include, without limitation, the choice to support or not support a Digital Asset or Digital Asset Network, or a change to the terms of trading or transacting on or through AMDAX Services in connection with any such Digital Asset or Digital Asset Network.

You agree and understand that we and our affiliates, shareholders, controlling persons, principals, directors, managers, officers, employees, and representatives or their respective affiliates (collectively, “Related Parties”) may directly or indirectly, including through interests in other entities, own, control, lend, borrow, or trade (each, to “Transact”) in a Digital Asset or related financial instruments, including, without limitation, a security, bond, money market, and/or derivative (collectively, “Financial Instruments”), for their own account or on behalf of other persons or entities, at any time prior to and/or after we choose to support such Digital Asset on the AMDAX Services and make it a Supported Digital Asset or increase the scope of the AMDAX Services made available for a Digital Asset that is already a Supported Digital Asset. You also agree and understand that we and our Related Parties may Transact in a Digital Asset or related Financial Instruments for their own account or on behalf of other persons or entities, at any time prior to and/or after we choose to no longer support such Digital Asset on the AMDAX Services and make it an Unsupported Digital Asset or decrease the scope of the AMDAX Services made available for a Digital Asset that is a Supported Digital Asset.

You agree and understand that we and our 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 AMDAX Services made available for such Digital Asset. Without limiting any of our obligations to you under this Client Agreement and to the extent permitted by law, you hereby agree to waive any claim or other similar cause of action, whether direct or indirect, against us or our Related Parties, in which there is asserted a breach of fiduciary duties, conflict of interest, or other similar violation or offense with respect to, or arising out of, us and/or our Related Parties Transacting in Digital Assets or related Financial Instruments, as described herein.

You agree and understand that we may use our own services, including the AMDAX Services. You further agree and understand that our Related Parties may be AMDAX Customers and may use the services offered by us to AMDAX Customers, including without limitation, the AMDAX Services.

Forks

You agree and understand that the underlying protocols of Supported Networks are subject to changes in operating rules (each a “Fork”) that may result in more than one version (each, a “Forked Network”) and us holding an identical amount of Digital Assets associated with each Forked Network. You further agree and understand that Forks may materially affect the value, function, and/or name of the Digital Assets you hold on AMDAX.

In the event of a Fork, you agree and understand that we may temporarily suspend the operations of AMDAX (with or without advance notice to you) while we choose, except as described herein, which Forked Networks to support. You agree and understand that in our best estimation we are unlikely to support most Forked Networks and that the Digital Assets of most Forked Networks will likely not be made available to you.

Digital asset values can fluctuate substantially which may result in a total loss of the value of digital assets held by us on your behalf. The supply of digital assets available to us to provide to you as a result of a forked network and our ability to deliver digital assets resulting from a forked network may depend on third party providers that are outside of our control. We do not own or control any of the protocols that are used in connection with digital assets and their related digital asset networks, including those resulting from a forked network. Accordingly, we disclaim all liability relating to such protocols and any change in the value of any digital assets (whether of a forked network or otherwise), and we make no guarantees regarding the security, functionality, or availability of such protocols or digital asset networks. You accept all risks associated with the use of AMDAX to conduct transactions, including, but not limited to, in connection with the failure of hardware, software, and internet connections.

Bitcoin Forks

In the event of a Fork of the Bitcoin Network, we will support the Forked Network that requires the greatest total threshold number of hash attempts to mine all existing blocks measured during the 48-hour period following a Fork (the “Greatest Cumulative Computational Difficulty”) and will call its Digital Asset “bitcoin” and use the ticker “BTC.” You agree and understand that we may suspend operations, in whole or in part (with or without advance notice), for however long we deem necessary, while we make this determination; however, we will not suspend bitcoin trading. If we are unable to make a conclusive determination as to which Forked Network has the Greatest Cumulative Computational Difficulty, or if we, in consultation with our licensing partners (“Licensing Partners”), determine in good faith that Greatest Cumulative Computational Difficulty is not a reasonable criterion upon which to make a determination, we will support the Forked Network that we, in consultation with our Licensing Partners, deem in good faith is most likely to be supported by the greatest number of users and miners and will call its Digital Asset “bitcoin” and use the ticker “BTC.” We may also support the other Forked Network, in which case we will call its Digital Asset by a different name and use a different ticker.

Ethereum Forks

In the event of a Fork of the Ethereum Network, we will support the Forked Network that has the Greatest Cumulative Computational Difficulty and will call its Digital Asset “ether” and use the ticker “ETH.” You agree and understand that we may suspend operations, in whole or in part (with or without advance notice), for however long we deem necessary, while we make this determination; however, we will not suspend ether trading. If we are unable to make a conclusive determination as to which Forked Network has the Greatest Cumulative Computational Difficulty, or if we, in consultation with our Licensing Partners, determine in good faith that Greatest Cumulative Computational Difficulty is not a reasonable criterion upon which to make a determination, we will support the Forked Network that we, in consultation our Licensing Partners, deem in good faith is most likely to be supported by the greatest number of users and miners and will call its Digital Asset “ether” and use the ticker “ETH.” We may also support the other Forked Network, in which case we will call its Digital Asset by a different name and use a different ticker.

Unsupported Forked Networks

You agree and understand that we may choose, except as described herein, not to support a Forked Network (each, an “Unsupported Forked Network”) and that you have no right, claim, or other privilege to any Digital Assets of an Unsupported Forked Network. With respect to an Unsupported Forked Network, we will treat its Digital Assets as Unsupported Digital Assets and we may elect to:

  1. Abandon or otherwise not pursue obtaining its Digital Assets;
  2. Pursue and retain its Digital Assets as property belonging solely to us; or
  3. Determine your balance at the time of the Fork, account for it as your property, and make it available to you via a one-time withdrawal mechanism (“One-Time Withdrawal”) (subject to the withholding and retention by us of any amount reasonably necessary to fairly compensate us for the efforts expended to make such Digital Assets available). Please Note: A One-Time Withdrawal does not make an Unsupported Forked Network a Supported Network or its Digital Assets Supported Digital Assets.

You agree and understand that we will only give Written Notice if we elect to pursue option (3), in which case we will do so within three months of a Fork.

You agree and understand that if you wish to access Digital Assets related to an Unsupported Forked Network or an Airdrop (as defined herein), you must withdraw your Digital Assets from AMDAX prior to any Fork or Airdrop.

Please note: If we decide to support an Unsupported Forked Network and its Digital Assets in the future, we will determine your balance at the time of the Fork (minus any applicable One-Time Withdrawals) and account for it as your property, which will be reflected in your Digital Asset Account.

Unsolicited Transfers

You agree and understand that in the event that you or a third party deposits Unsupported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Unsupported Digital Assets as our property.

You agree and understand that in the event that a third party deposits Supported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Supported Digital Assets as follows:

  1. Your property if sent to your Depository Account or Custody Account; or
  2. Our property, belonging solely to us, if sent to any other Digital Asset address that we control.

You further agree and understand that the types of transfers described in this section (each an “Unsolicited Transfer”) do not create or represent any relationship between us and the sender and do not subject us to any obligations whatsoever as they relate to the sender.

Return of Unsolicited Transfers

You agree and understand that we have absolutely no obligation or duty to return the Digital Assets of an Unsolicited Transfer. We will only consider return requests in cases where:

  1. The Digital Assets of the Unsolicited Transfer were Supported Digital Assets at the time the Unsolicited Transfer was made;
  2. The Unsolicited Transfer can be demonstrated, to our satisfaction, has been made unintentionally;
  3. The claimant can demonstrate, to our satisfaction, control of the originating Digital Asset address;
  4. The claimant’s identity can be, to our satisfaction, authenticated and verified; and
  5. We receive a return request within 30 calendar days of the Unsolicited Transfer.

If we plan to honor a return request, we will give Written Notice within 30 days of receiving it and do our best to provide an estimated time period for delivery. If Written Notice has not been given within 30 days of receiving a return request, we have elected not to honor it.

Please note: Exceptions to this section will be considered and made on a case-by-case basis.

Airdrops

You agree and understand that in the event that a Digital Asset Network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) its Digital Assets to Digital Asset addresses of a Supported Network, we will treat this Digital Asset Network as an Unsupported Forked Network.

You further agree and understand that airdropped Digital Assets do not create or represent any relationship between us and the sender and/or the related Digital Asset Network and do not subject us to any obligations whatsoever as they relate to the sender and/or the related Digital Asset Network.

Privacy of Information

You agree that the information contained in your User Account and AMDAX Account is only for you and that you will not cause others to access or rely upon it (other than your tax advisor or attorney, or as otherwise prescribed by law) without our prior Written Consent. We agree that we will keep such information confidential, subject to the following paragraph.

You acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with ADMAX’ Privacy Policy, which is incorporated into this Client Agreement by reference.

Recording and Recordkeeping

You agree and understand that for our mutual protection we may electronically record any telephone conversation we have with you. You also agree and understand that we maintain and retain records of all information, activities, and communications relating to your User Account, AMDAX Account, and use of AMDAX.

General Use

Code of Conduct

We work hard to make AMDAX safe, secure, and compliant. To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behavior that is disrespectful. This type of behavior is a direct violation of our Code of Conduct and this Client Agreement. If you engage in this type of behavior, we will politely ask you to stop. If you continue to engage in this type of behavior, we will terminate your account.

Proprietary Rights and Limitations on Use

AMDAX is our proprietary platform. AMDAX is protected by copyright and other intellectual property laws. You agree and understand not to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store AMDAX source code or similar proprietary or confidential data or other similar information provided via AMDAX, without our express prior written consent. You may not use AMDAX for any unlawful purpose.

We hereby grant you a non-assignable and non-exclusive personal, worldwide, royalty-free license to use AMDAX and to access informational content through AMDAX in accordance with this Client Agreement. All other uses are prohibited. All rights in and to AMDAX, and not granted herein, are reserved.

AMDAX and the AMDAX logo (whether registered or unregistered) (the “AMDAX Marks”) are proprietary marks licensed to AMDAX and protected by applicable trademark laws. Nothing contained in this Client Agreement should be construed as granting any license or right to use any of the AMDAX Marks displayed here without our express written consent. Any unauthorized use of the AMDAX Marks is strictly prohibited.

Also, you may not use any of the AMDAX Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Digital Assets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to AMDAX or any portion thereof, without a separate written agreement with us. We may use technology that is the subject of one or more pending patent applications.

Service Modifications

You agree and understand that we may modify part of or all of AMDAX without notice.

Downtime and Maintenance

You agree and understand that part of or all of AMDAX may be periodically unavailable during scheduled maintenance or unscheduled downtime (collectively, “Downtime”).

We undergo scheduled general maintenance every Thursday from the hours of 19:00 CET until 23:00 CET or earlier. We also undergo scheduled FIX maintenance every Thursday from the hours of 17:30pm CET until 20:00 CET or until our scheduled general maintenance is completed. In the event that we experience downtime or perform maintenance outside of our weekly scheduled window, we will always do our best to pre-communicate details on our status page and at @AmdaxGroup (Twitter). For information on how orders are handled during downtime, please see the Order Handling section of our Client Agreement.

You agree and understand that AMDAX is not liable or responsible to you for any inconvenience or damage to you as a result of Downtime. Following Downtime, when services resume, you understand that market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.

Risks

Please note the following risks in accessing or using AMDAX:

  • The risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
  • 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;
  • Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Digital Assets;
  • In your jurisdiction, AMDAX may not be regulated as a financial institution;
  • Deposits into your Digital Asset Account and your Fiat Account may not be considered deposits under the applicable laws, rules, or regulations in your jurisdiction;
  • Fiat currency in the Fiat Account of your AMDAX Account may not be subject to applicable deposit insurance protection;
  • Digital Assets in the Digital Asset Account of your AMDAX Account are not subject to deposit insurance protection;
  • Digital Assets are not legal tender and are not backed by the government;
  • Transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
  • Some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
  • The value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear;
  • The nature of Digital Assets may lead to an increased risk of fraud or cyber attack, and may mean that technological difficulties experienced by AMDAX may prevent the access to or use of your Digital Assets; and
  • Any bond or trust account maintained by AMDAX for the benefit of our Users may not be sufficient to cover all losses due to theft or fraud incurred by Users.

You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that AMDAX does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for, Digital Assets. You agree and understand that you access and use AMDAX at your own risk; however, this brief statement does not disclose all of the risks associated with Digital Assets and using AMDAX. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your AMDAX Account, and that under certain market conditions, you may find it difficult or impossible to liquidate a position.

Third-Party Websites

AMDAX may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You agree and understand that AMDAX has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content.

The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. AMDAX is providing these links to you only as a convenience.

Third-Party Service Providers

You agree and understand that we may use third parties to gather, review, and transmit your data and activity from one or more of your financial institutions to us. By using AMDAX, you agree to grant third-party providers that we may engage the right, power, and authority to access and transmit your data, activity, and personal and financial information from one or more of your financial institutions to us in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

You agree and understand that we may use third parties to gather, review, and submit or facilitate submitting your data and activity from us to regulatory authorities on our behalf. By using AMDAX, you agree to grant third-party providers that we may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to regulatory authorities on our behalf and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

Third-Party Information Accuracy and Usage

An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and/or miners of Digital Assets. The third-party information we may provide through AMDAX has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it to any other person or entity without our written consent or the consent of the Information Provider, if required.

Tax Advice and Information

You agree and understand that AMDAX does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using AMDAX or implementing any financial plan. We will, however, provide you with any necessary information required of you by the Internal Revenue Service or any other applicable governmental agency if you have executed at least one Trade on AMDAX. Please email compliance@amdax.com if you have any questions.

Non Solicitation

You agree and understand that all Orders received through and by AMDAX are considered unsolicited, which means that you have not received any investment advice from us in connection with any Orders you place and that we do not conduct a suitability review of any Orders you place. You also agree and understand that you have not and do not expect to receive any investment advice from us in connection with your Orders. In addition, you agree and understand that your review of our blog and/or FAQ does not constitute any solicitation or investment advice.

Investment Advice

You agree and understand that all investment decisions are made solely by you. Notwithstanding anything in this Client Agreement, you agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will the operation of AMDAX and your use of AMDAX be deemed to create a relationship that includes the provision of or tendering of investment advice.

Sophisticated Investing

You agree and understand that by using AMDAX and placing Orders, you have sufficient knowledge to place such Orders. You are responsible for making sure that any Orders placed by you are accurate and intentional. We may, in some cases, require secondary electronic, verbal, written or other confirmation before acting if your account activity is outside of its normal range of activities.

You agree and understand that the information and services provided by AMDAX are not provided to, and may not be used by, any individual or institution in any jurisdiction where the provision or use thereof would be contrary to any Applicable Laws and Regulations, the rules or regulations of any governmental authority or regulatory organization, or where AMDAX is not authorized to provide such information or services. AMDAX may not be available in all jurisdictions.

Accessing AMDAX

You agree and understand that you are not allowed to enter any restricted area of any computer or network of AMDAX under any circumstances, or perform any functions that are not authorized by this Client Agreement. You should never access AMDAX from an unsecured or public computer and/or network.

Prohibited Use

Export Controls

The services we provide are subject to Dutch and international export controls and economic sanctions requirements. By purchasing Digital Assets on AMDAX, you represent and warrant that your acquisition and use of any such Digital Assets comports with those requirements. Without limiting the foregoing, you may not buy Digital Assets on AMDAX or use any of our services that we provide if: (i) you are in, under the control of, or a national or resident of any country subject to EU embargo or listed on the United Nations sanctions list ; or (ii) you intend to sell any Digital Assets bought on AMDAX or offer any services that we provide on AMDAX to any country, national, or resident of a listed jurisdiction or to any person on a list as described in our Sanctions Policy.

General Provisions

You agree and understand to be legally bound by the terms and conditions set forth in this Client Agreement and that this Client Agreement governs your use of AMDAX and the services we provide. By clicking “I AGREE,” during the account opening process, you agree and understand to be legally bound by the terms and conditions of this Client Agreement and agree and understand that you have received the disclosures set forth herein. If you do not agree to be legally bound by the terms and conditions of this Client Agreement, do not click “I AGREE” and please do not visit, access, or use AMDAX in any capacity or manner. Whether or not you click “I AGREE,” if you sign up for an account and use AMDAX in any capacity or manner, you agree, by virtue of any such action, to be legally bound by the terms and conditions of this Client Agreement (including any changes or amendments) in their entirety.

Disclaimer of Warranties

For the avoidance of doubt, we are not giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use AMDAX, and the services we provide, including, but not limited to, the ability to buy, sell, or store Digital Assets or fiat currency. In addition, we do not recommend, or endorse that you buy or sell Digital Assets, including bitcoin, ether, or any other asset, or that you make any investment or enter into any Trade. Before engaging in any trading or investment activity, you should always consult a qualified professional.

The services we provide are provided to you on a strictly “as is,” “where is,” and “where available” basis. We do not represent or warrant to the accuracy, completeness, correctness, non-infringement, merchantability, or fitness for a particular purpose of AMDAX or the information contained therein or services contained thereon.

Disclaimer of Liability

Except to the extent required by law, we shall not be liable to you, whether in contract or tort, for any punitive, special, direct, indirect, consequential, incidental, or similar damages (even if we have been advised of the possibility thereof) in connection with this Client Agreement, your use or attempted use of AMDAX, or any of the information, services or transactions contemplated by this Client Agreement.

In no event shall we be liable to you or anyone else for any loss or injury resulting directly or indirectly from your use of AMDAX, or any services provided by us, including, but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from our negligence or contingencies beyond our control in procuring, compiling, interpreting, computing, reporting, or delivering AMDAX, the services thereon or the information therein. In no event shall be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of AMDAX.

This limitation on liability includes, but is not limited to any damage or interruptions caused by any computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typo squatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure. We don’t guarantee continuous, uninterrupted, or secure access to AMDAX.

If this disclaimer of liability section is deemed to conflict with any other section of this Client Agreement, this disclaimer of liability section supersedes the other section.

Reasonable Care

We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this Client Agreement, or such higher care where required by law or as specified by this Client Agreement.

You agree that we cannot be held responsible for any failure or delay to act by any AMDAX Service Provider, including our Banks, or any other participant that is within the time limits permitted by this Client Agreement or prescribed by law, or that is caused by your negligence.

You further agree that neither we nor any AMDAX Service Provider can be held responsible for any erroneous Order or Trade (as defined in the ‘Erroneous Orders’ and ‘Erroneous Trades’ sections) or “System Failure” (defined as a failure of any computer hardware or software used by AMDAX, a AMDAX Service Provider, or any telecommunications lines or devices used by AMDAX), or Downtime, which prevents us from fulfilling our obligations under this Client Agreement, provided that we used commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, System Failures, or Downtime. You also agree that we cannot be held responsible for any other circumstances beyond our reasonable control.

We use commercially reasonable efforts to provide you with a reliable and secure platform, which includes our Exchange and Custody Services. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your AMDAX Account, withdrawing your fiat currency or Digital Assets, depositing your fiat currency or Digital Assets, and/or placing and/or canceling Orders.

Force Majeure

You agree and understand that in no event shall we or any AMDAX Service Provider be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our or any AMDAX Service Providers’ reasonable control, including, but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Indemnities

In no event shall we be liable for any act, omission, error of judgment, or loss suffered by you in connection with this Client Agreement or your use or attempted use of AMDAX. You agree to indemnify and hold us harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of AMDAX or our performance or nonperformance of duties to you.

Legal Costs

You agree to indemnify us for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of AMDAX. As a result, we will be entitled to charge your AMDAX Account for such costs without notice, including legal and enforcement related costs that we incur. Any withholding will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.

Entire Agreement

This Client Agreement, our Privacy Policy, and Custody Agreement, incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and AMDAX B.V. as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this Client Agreement), as well as every nature between and among you and us.

Separately Negotiated Arrangements

From time to time, we may, subject to Applicable Laws and Regulations and as determined by us, enter into separately negotiated arrangements with certain AMDAX Customers pursuant to a confidential side letter or similar agreement that supplements certain of the economic or other terms of this Client Agreement, in each case solely as applicable to that AMDAX Customer’s relationship with and use of AMDAX. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments; (ii) preferred access to AMDAX customer service resources; or (iii) an agreement to permit representatives of such AMDAX Customer to serve on any customer representative bodies or advisory committees that we may form.

Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant, and arrangements or terms offered to one AMDAX Customer generally are not available to all, or even any, other AMDAX Customers. Examples of factors we may consider in deciding whether to negotiate customized terms via a confidential side letter or similar agreement include, but are not limited to: (i) whether a AMDAX Customer plans to or is expected to conduct a significant or high volume of trading activity on our Exchange, or (ii) whether a AMDAX Customer is subject to specific and unique legal, tax, or regulatory obligations or requirements. You agree and understand that you nor any other AMDAX Customer shall have any right or legal recourse against us or any AMDAX Customer that receives additional or different rights or terms as a result of a separately negotiated arrangement. You further agree and understand that the validity of or enforceability of the terms and conditions of this Client Agreement entered into by and between you and AMDAX B.V., shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any AMDAX Customer.

Assignment

This Client Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Client Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.

Relationship of the Parties

You agree and understand that nothing in this Client Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this Client Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Client Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this Client Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

Injunctive Relief

You agree and understand that your obligations and the obligations of each user set forth in this Client Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this Client Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this Client Agreement or your continuation of any such breach, without the necessity of proving actual damages.

Severability

You agree and understand that if any provision of this Client Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this Client Agreement shall not be affected.

Change of Control

In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

Survival

You agree and understand that all provisions of this Client Agreement, which by their nature extend beyond the termination or expiration of this Client Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of AMDAX, disputes with us, and general provisions, shall survive the termination or expiration of this Client Agreement.

English Language Controls

Notwithstanding any other provision of this Client Agreement, any translation of this Client Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language.

Written Notice

If we send an email to the email address on record for your User Account, you agree and understand that this constitutes written notice (“Written Notice”) from us to you. If you email support@amdax.com, this constitutes Written Notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.

Business Day

A business day (“Business Day”) shall mean any day other than a Saturday, a Sunday, or day when banks located in the Netherlands are closed for a legal holiday or by government directive.

Non-Waiver of Rights

This Client Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this Client Agreement shall not be construed as a waiver for you to not comply with such term or provision.

Governing Law

This Client Agreement, your use of AMDAX, your rights and obligations, and all actions contemplated by, arising out of or related to this Client Agreement shall be governed by the laws of the Netherlands, as if this Client Agreement is a contract wholly entered into and wholly performed within the Netherlands. You agree that all orders, trades, deposits, withdrawals, or sales on AMDAX and contemplated according to the terms of this Client Agreement shall be deemed to have occurred in the Netherlands and be subject to the laws of the Netherlands without regard to its conflicts of law’s provisions.

Questions, Feedback, and Complaints

If you have any questions, would like to provide feedback, or would like more information about AMDAX, please feel free to email us at support@amdax.com.

If you would like to lodge a complaint, please contact our Customer Support Team using one of the following methods:

  • Email support@amdax.com using the email address on record for your User Account;
  • Write to Customer Support at:
  • AMDAX B.V., Beursplein 5, 1012 JW Amsterdam, THE NETHERLANDS; or
  • Call Customer Support at +31 (88) AMDAX-03 / +31 (88) 26329-03.

Submissions to AMDAX

We cannot agree to obligations of confidentiality or nondisclosure with regard to any unsolicited information you submit to us, regardless of the method or medium chosen. By submitting unsolicited information or materials to us, you or anyone acting on your behalf, agree that any such information or materials will not be considered confidential or proprietary.

We do not provide any facility for sending or receiving private or confidential electronic communications. You should not use AMDAX to transmit any communication for which you intend only you and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered using AMDAX can and may be read by us, regardless of whether we are the intended recipients of such messages. Nevertheless, access to messages and other content will be accessible only by employees that reasonably need such access.

Digital Asset trading involves a high degree of risk. The Digital Asset market is new and unproven and may not grow. Digital Assets may experience frequent price volatility due to (i) the small use of Digital Assets in the retail and commercial marketplace in comparison to relatively large use by speculators and (ii) the lack of assurance that a person or institution who accepts Digital Assets as payment today will continue to do so in the future. Such price volatility may adversely affect an investment in Digital Assets so prior to using AMDAX, please evaluate the merits and risks of the investment and be able to bear the economic risk of losing your entire investment in a short period of time. No material on AMDAX should be considered as an offer by AMDAX to sell or solicitation by AMDAX of any offer to buy Digital Assets.