Terms of Service

Last updated: January 1, 2025

Please read these Terms of Service carefully before using the Bitnxs platform (the “Platform” or “Services”). By accessing the website, connecting a wallet, calling any API, or otherwise using the Services, you confirm that you have read, understood, and agree to be bound by these Terms in full.

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a binding legal agreement between you (“User”, “you”) and the operators of the Bitnxs protocol (“Bitnxs”, “we”, “us”, “our”). By accessing the website, connecting a wallet, calling any API, or otherwise using the Services, you confirm that you have read, understood, and agree to be bound by these Terms in full.

If you do not agree to any provision of these Terms, you must immediately cease using the Services and disconnect any wallet you have connected. Continued use after revisions to these Terms constitutes acceptance of the revised version.

These Terms incorporate by reference the Privacy Policy and any additional terms posted for specific features (such as referral programmes, market-maker agreements, or beta features). The English version of these Terms is the controlling version; in case of conflict between the English version and a translated version, the English version shall prevail.

2. Eligibility & Geographic Restrictions

To use the Services you must be at least eighteen (18) years of age (or the age of legal majority in your jurisdiction, whichever is higher), have full legal capacity to enter into a binding contract, and not be subject to any sanctions, embargoes, or trade restrictions imposed by major international authorities.

Restricted Jurisdictions: The Services are not offered to, and may not be used by, persons who are residents of, located in, or otherwise present in the following jurisdictions: the United States of America (and its territories), Canada, the United Kingdom, Mainland China, Cuba, Iran, North Korea (DPRK), Syria, the Crimea region, the so-called Donetsk and Luhansk People’s Republics, and any other jurisdiction we designate as Restricted from time to time.

You represent and warrant that (a) you are not located in, ordinarily resident in, or organised under the laws of any Restricted Jurisdiction; (b) you are not listed on any sanctions list maintained by OFAC, the EU, the UK Treasury, the UN Security Council, or any other applicable sanctions authority; (c) you will not access the Services on behalf of any sanctioned person; (d) you will not use any VPN, proxy, or other technical means to circumvent geographic restrictions.

We reserve the right to block access from any IP address, geolocation, or wallet address at our sole discretion and without prior notice. Where we determine that access has been obtained in violation of these Terms, we may freeze, restrict, or refuse to settle related positions and balances.

3. Account & Wallet Access (No KYC at Launch)

Bitnxs is a non-custodial protocol. Access to trading functionality is provided exclusively through self-custodied cryptocurrency wallets that you control. We do not hold your private keys, seed phrases, or signing credentials at any time, and we have no ability to recover lost wallet access on your behalf.

At the current stage of operation, the Services do not require identity verification (“KYC”) for general trading access. You acknowledge, however, that we may introduce KYC, customer due diligence, or enhanced due diligence procedures at any time and for any account, in response to regulatory developments, suspicious activity, or our own risk-management policies. Continued access to the Services after such introduction may be conditional on completing those procedures.

You are solely responsible for the security of your wallet, including the protection of private keys, seed phrases, hardware devices, and any API keys generated within the Service. Any action signed by your wallet or authenticated with your API credentials is deemed to be authorised by you, and we will rely conclusively on such authentication.

You acknowledge that one wallet address does not equate to one user. We may, at our discretion, treat multiple wallet addresses or sub-accounts as a single user for the purposes of risk management, position limits, fee tier calculation, and enforcement of these Terms.

4. Description of Services

Bitnxs operates an electronic platform for the trading of perpetual futures contracts and related instruments referencing cryptocurrency assets. The platform consists of (a) on-chain smart contracts that custody collateral and settle positions; (b) an off-chain matching engine that aggregates and matches orders; (c) public market data feeds; and (d) a web interface and programmatic APIs.

The Services are provided on an “as-is” and “as-available” basis. We do not guarantee continuous, uninterrupted, error-free, or secure operation. Scheduled maintenance, emergency maintenance, network congestion, oracle outages, validator issues, or other circumstances may cause the Services to be temporarily or permanently unavailable, in whole or in part.

We may add, modify, restrict, or remove any feature, market, instrument, or service parameter (including but not limited to listed assets, leverage limits, position limits, fee schedules, funding intervals, oracle sources, and order types) at any time, with or without notice.

Nothing on the platform — including market data, indicative prices, charts, research, or commentary — constitutes investment advice, financial advice, legal advice, tax advice, or a solicitation to trade. You are solely responsible for any trading decisions you make.

5. Risk Disclosure

You acknowledge that the Services involve high risk and that you should not deposit funds or open positions that you cannot afford to lose entirely. The following non-exhaustive list of risks should be read carefully before using the Services.

Market risk: cryptocurrency prices are highly volatile and may move sharply in seconds. Leveraged perpetual contracts amplify both gains and losses; small adverse price movements can liquidate your entire position.

Liquidation risk: when your maintenance margin ratio falls below the minimum threshold, your position will be liquidated automatically, partially or in full, without prior notice. Liquidation may occur at prices materially worse than the mark price due to slippage, low liquidity, and order-book conditions. In extreme circumstances, losses may exceed your posted collateral, and an auto-deleveraging or socialised-loss mechanism may apply.

Smart contract risk: the protocol relies on smart contracts that may contain undiscovered vulnerabilities, logic errors, or economic exploits. Audits do not guarantee safety. A successful exploit could result in partial or total loss of deposited funds.

Oracle risk: positions are valued and liquidated based on price oracles. Oracle malfunction, manipulation, latency, or extreme price deviations may result in mispricing, erroneous liquidations, or stuck positions.

Operational risk: matching engine outages, sequencer failures, network congestion, validator misbehaviour, front-end compromise, or denial-of-service attacks may prevent you from opening, closing, or modifying positions when desired.

Regulatory risk: cryptocurrency derivatives are subject to evolving regulation worldwide. Changes in law may make the Services unavailable in your jurisdiction, require disgorgement of profits, or render certain positions non-enforceable. You are solely responsible for ascertaining and complying with the laws applicable to you.

Tax risk: trading activity may give rise to taxable events under the laws of your jurisdiction. We do not provide tax reporting and do not withhold any taxes. You are solely responsible for determining, reporting, and paying any taxes arising from your use of the Services.

6. Prohibited Activities

When using the Services, you agree not to engage in any of the following activities, whether directly or indirectly through any other person, automated tool, or wallet you control or influence:

(a) Market abuse, including wash trading, spoofing, layering, quote stuffing, momentum ignition, marking the close, painting the tape, banging the close, ramping, pump-and-dump schemes, or any other form of price or volume manipulation.

(b) Exploitation of system vulnerabilities, latency arbitrage based on undisclosed information about our infrastructure, abuse of error pricing, abuse of admin or reward programmes, or any conduct that places undue stress on platform infrastructure (including denial-of-service attempts).

(c) Money laundering, terrorist financing, sanctions evasion, fraud, theft, ransomware payments, or any other activity that is unlawful under the laws of your jurisdiction or international standards.

(d) Use of the Services in any way that violates the rights of any third party, including intellectual property, privacy, publicity, or contractual rights.

(e) Circumvention of these Terms, including by using fronts, nominees, or technical means (such as VPNs, proxies, or modified clients) to bypass eligibility, geographic, or position-limit restrictions.

(f) Distribution of the platform, its components, or proprietary data feeds for commercial purposes without express written authorisation.

We reserve the right, but assume no obligation, to monitor activity for compliance with this section, to investigate suspected violations, to report violations to law enforcement, and to cooperate with regulatory or judicial investigations.

7. Fees, Funding & Costs

Fees: trades on the platform are subject to maker and taker fees, applicable taker discounts for certain market makers, and any liquidation, withdrawal, or borrowing fees as set out in the published Fee Schedule. The Fee Schedule may be updated from time to time; the version in effect at the moment a trade is matched governs that trade.

Funding payments: for perpetual contracts, funding is exchanged periodically between long and short position holders to anchor the perpetual price to the index. Funding is a peer-to-peer transfer; we are not a party to it and do not receive funding payments.

Gas, network, and bridge costs: any on-chain transaction (deposit, withdrawal, settlement, bridge action) consumes gas or bridge fees paid in the native asset of the relevant blockchain. We do not control or subsidise these costs.

Currency: all balances, collateral, fees, and profit-and-loss are denominated in the units of account specified by the relevant market (typically a stablecoin). You are responsible for any foreign-exchange exposure arising from converting fiat or other crypto into the unit of account.

8. Order Execution, Liquidation & Auto-Deleveraging

Order matching: orders are matched on a price-time priority basis. We do not guarantee execution at any specific price; market orders may experience slippage, and limit orders may not execute if no matching counterparty exists within the order’s validity period or price bounds.

Mark price and index price: position valuation, margin calls, and liquidations are based on the mark price, which is derived from an index of external venues. The mark price may differ materially from the last traded price on the platform; this is by design and is not a malfunction.

Liquidation: when a position’s margin ratio reaches the maintenance margin threshold, the position becomes eligible for liquidation. Liquidations may be performed by a liquidation engine, third-party liquidators, or an automated process. A liquidation fee is charged and a portion may be paid to the insurance fund.

Insurance fund and ADL: an insurance fund covers shortfalls when a liquidated position settles for less than its bankruptcy price. If the insurance fund is depleted or insufficient, the platform may apply auto-deleveraging (“ADL”), forcibly closing opposing profitable positions at the bankruptcy price, starting with the highest-leverage, highest-profit accounts.

Cancellation: we may cancel, suspend, or reverse orders, trades, or settlements that we determine in good faith resulted from erroneous prices, system malfunction, market disruption, or violation of these Terms, even after execution.

9. API & Programmatic Access

We may provide programmatic interfaces (REST, WebSocket, on-chain) for advanced users. API access is subject to rate limits, IP allowlists, and other technical restrictions which may be revised without notice.

You are responsible for the security of your API keys. Loss, theft, or unauthorised use of API keys is at your sole risk. We may revoke any API key at any time, including for excessive load, suspected abuse, or any violation of these Terms.

Automated trading is permitted at your own risk. You acknowledge that latency, partial fills, connection drops, and unexpected market conditions may cause your automated strategies to behave unpredictably. You agree that we have no liability for losses arising from your use of automation.

10. Intellectual Property

All rights, title, and interest in and to the Bitnxs brand, name, logos, trademarks, service marks, user interface, design, graphics, documentation, market data, indices, and proprietary algorithms are owned by us or our licensors and are protected by intellectual-property laws.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services for your personal trading purposes. No other rights are granted, expressly or by implication.

Open-source components of the protocol, where published, are licensed under the terms specified in the relevant repository. Such licences govern only the specifically published code, not the brand, hosted Services, or any data.

11. Third-Party Services

The Services may interact with or display content from third-party services, including blockchain networks, oracle providers, bridge operators, wallet providers, analytics tools, and external data sources. We do not control, endorse, or assume responsibility for any third-party service, and your interactions with such services are subject to their own terms.

Links to third-party websites are provided for convenience only. We are not responsible for the availability, accuracy, security, or content of any external site.

12. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR FREEDOM FROM ERRORS OR HARMFUL COMPONENTS.

We make no representation or warranty that (a) the Services will meet your requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) any information, prices, or data displayed will be accurate, complete, or current; (d) defects will be corrected; (e) the Services or the servers that make them available are free of viruses or other harmful components.

Any material downloaded or otherwise obtained through the Services is accessed at your own discretion and risk.

13. Limitation of Liability & Indemnification

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our aggregate liability for all claims arising out of or in connection with these Terms or the Services, regardless of the cause of action, shall not exceed the greater of (a) the total fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim, or (b) one hundred United States dollars (USD 100). Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you.

You agree to defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use or misuse of the Services; (b) your violation of these Terms; (c) your violation of any law or rights of any third party; (d) any content or data you submit or transmit through the Services.

14. Suspension & Termination

We may suspend, restrict, or terminate your access to all or any part of the Services at any time, with or without notice and with or without cause, including without limitation if we believe in good faith that you have violated these Terms or that continued access poses a risk to the integrity of the platform, other users, or us.

Upon termination, your right to use the Services ends immediately. You will continue to be able to withdraw on-chain balances through the underlying smart contracts to the extent technically possible; however, off-chain features (such as the matching engine, analytics, and customer support) will no longer be available to you.

All provisions of these Terms that, by their nature, should survive termination shall survive, including without limitation intellectual-property provisions, disclaimers, limitation of liability, indemnification, governing law, and dispute-resolution provisions.

15. Governing Law & Dispute Resolution

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, or their subject matter or formation, shall be governed by and construed in accordance with the laws of the British Virgin Islands (“BVI”), without regard to its conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, that cannot be resolved through good-faith negotiation within thirty (30) days shall be finally and exclusively resolved by binding arbitration administered by the BVI International Arbitration Centre in accordance with its rules then in force. The seat of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English. The award shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

CLASS ACTION WAIVER: YOU AND WE EACH AGREE THAT ANY DISPUTE-RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, you and we each waive any right to a jury trial.

Nothing in this section shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction to protect its rights pending the outcome of arbitration.

16. General Provisions

Entire agreement: these Terms, together with the Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings on that subject.

Severability: if any provision of these Terms is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

Waiver: no waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Assignment: you may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms in whole or in part to any successor or affiliate without restriction.

Force majeure: we shall not be liable for any failure or delay in performance under these Terms to the extent caused by events beyond our reasonable control, including without limitation acts of God, natural disasters, wars, terrorism, riots, embargoes, governmental actions, blockchain forks or reorganisations, validator failures, oracle malfunctions, denial-of-service attacks, or failures of internet or power infrastructure.

Notices: we may provide notices to you by posting on the platform, by email to any address you have provided, or by any other reasonable means. Notices to us must be sent to the contact address set out in Section 17.

Independent contractors: nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and us.

Language: these Terms are issued in English. Any translation is provided for convenience only; in case of conflict, the English version prevails.

17. Amendments & Contact

We may amend these Terms at any time by posting a revised version on the platform with an updated “Last Updated” date. Material changes will, where practical, be highlighted by an in-platform announcement. You should review these Terms periodically. Your continued use of the Services after revisions become effective constitutes your acceptance of the revised Terms.

If you have any questions, comments, or complaints regarding these Terms or the Services, please contact us at support@bitnxs.com. For data-protection matters, see the Privacy Policy.