TERMS OF USE

1.1."Brokers Services" means a possibility of Interchange to function as an intermediary between the Userand cryptocurrency exchange in order to be able to make an exchange of crypto assets.

1.2."Interchange Account" is a user account accessible after the registration process and via the Serviceswhere the user may request to make a crypto assets exchange.

1.3."Interchange", "We", "Us" mean Interchange Technology Limited (address at ‘Kyle’ Apartment 4, Room2, Triq il- Mediterran, St. Julians, MaltaSTJ 1871) and its subsidiaries.

1.4."Crypto Assets" herein shall be deemed as type of assets which can only and exclusively be transmittedby means of block-chain technology, including but not limited to digital coins and digital tokens and any other typeof digital mediums of exchange, such as Bitcoin, Ethereum, Ripple, etc, to the full and absolute exempt of thesecurities of any kind.

1.5."Cryptocurrency exchanges" means third-party service providers, liable for exchanges of crypto assets.

1.6."Custodial Services" means a possibility of Interchange to store Users' crypto assets on deposits andbalances for safekeeping. Crypto assets are holding in electronic form.

1.7."Exchange" means an exchange of the crypto asset of one type to the crypto asset of another type atthe terms and conditions set forth by exchanging parties, which is executed via cryptocurrency exchanges.

1.8."Force Majeure Event" shall be understood as any event beyond Interchange's reasonable control,including but not limited to the flood, extraordinary weather conditions, earthquake, or other act of God, fire, war,insurrection, riot, labor dispute, accident, action of government, suspension of bank accounts of any kind,extraordinary leaps of the course of crypto asset, communications, network or power failure, or equipment orsoftware malfunction or any other cause beyond Interchange's reasonable control.

1.9."Services" means brokers and custodial services provided by the Interchange.

1.10."Third-Party Content" shall mean the content provided by third parties, including without limitation linksto web pages of such parties, which may be represented on the Website.

1.11."Third-party service" refers to any platform or network maintained by a third party outside of theServices; including, but not limited to third-party accounts.

1.12."User", "You" means a natural person and/or a legal entity, that willing to use or has used Services. Usershall strictly follow terms and conditions provided in this Terms.

1.13."Website" means https://interchange.pro/.

2.1. These Terms of Use constitutes a binding agreement between Interchange and the user as soon as the user visits the Website and uses Services. By doing so, the user confirms that he has read and accepted these Terms of Use in their entirety before finishing the registration procedure.

2.2. The user accepts that Terms of Use may be updated by Interchange from time to time. If the user does not read and accept the Terms of Use in its entirety he should not use or continue using the Website.

2.3. We reserve the right to alter, amend or modify these Terms from time to time, in our sole discretion. We will provide you with notice of such changes by sending an e-mail, providing notice on the homepage of the Website and/or by posting the amended Terms via our Website and updating the "Last Updated" date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting on Website.

3.1. Interchange is a platform which provides you with a brokers and custodial services.

3.2. Interchange's Brokers Services provide a possibility to exchange one type of crypto assets to another on cryptocurrency exchanges. It means, that Interchange is not a cryptocurrency exchange, but only act as an intermediary between User and cryptocurrency exchange. The final result of the brokers services is to make an exchange of crypto assets.

3.3. When you exchange crypto assets you acknowledge and agree that the exchange will be processed through the cryptocurrency exchange with additional fees applicable to such exchange. You acknowledge and agree that the exchange rates information made available via the Website are an estimation only and may differ from prevailing rates available via other sources outside of the Website.

3.4. In case of technical or any other type of necessity, Interchange reserves the right to provide custodial services. It means, that we can temporarily store your crypto assets before the exchange committed.

3.5. To be able to use all possibilities and functionality of our Services you shall go through the registration process and create a Interchange Account. When you create an Interchange Account you oblige to:

3.5(a) change the password, which is generated by Website automatically, for a strong password that you do not use for any other websites, online or off-line services;

3.5(b) provide accurate e-mail, which belongs to you;

3.5(c) maintain the security of your Interchange Account and promptly notify us if you discover any suspicious activity related to your account;

3.5(d) agree to pass through AML/KYC procedures, which may be applied to You from time to time. During the AML/KYC procedures, Interchange reserves the right to request additional information and documents, which are aimed without limitation to identify our user and to prove the source of the funds;

3.5(e) take responsibility for all activities that occur under your Interchange Account.

3.6. In limited cases such as e.g. necessity to carry out AML/KYC procedure, user's exchange may be delayed. YOU HEREBY UNDERSTAND AND ACKNOWLEDGE, THAT ANY DELAYS ARE POSSIBLE; YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE EXCHANGE DELAY, WHETHER ORIGINATED FROM OUR FAULT OR NOT.

4.1. While we provide you with custodial services, we strive to protect your crypto assets from unauthorized access, use, or spending. We use a variety of physical and technical measures designed to protect our systems and your crypto assets. By using our Services you entrust and entitle Us to ultimately take decisions on the safety and security of your crypto assets.

4.2. We reserve the right to take different measures of protection, which include, but are not limited to a diversification of crypto assets in different allocations whether on a segregate record (account) or not.

4.3. We accept and enforce internal policies in the sphere of crypto assets protection, which are mandatory for all our employees.

4.4. Nothing herein shall be deemed or construed as a willingness to a seizure of your crypto assets. The main purpose of this section is to notify you about different measures of protection, that We use to keep your crypto assets safe.

5.1. Prior to your use of the Services and on an ongoing basis you represent, warrant, covenant and agree that:

5.1(a) you use our Services at your sole option, discretion and risk;

5.1(b) you are solely responsible for any applicable taxes which may be payable while using our Services;

5.1(c) you are at least 16 years old or of other legal age, according to your relevant jurisdiction;

5.1(d) you agree to pay the fees for Exchanges completed with the help of the Website as defined by our Website, which We may change from time to time;

5.1(e) there are risks, associated with Internet-based system, such as the failure of hardware, software, and Internet connections and with the Blockchain Protocol, such as any malfunction, unintended function, unexpected functioning of or attack on the Blockchain protocol;

5.1(f) you can exchange only those crypto assets which belongs to you;

5.1(g) you shall provide correct information for constructing exchange (e.g. payin and payout wallet address). Such wallet addresses shall not be associated with terrorism, fraudulent, scam or any other type of illegal activity.

5.2. You further represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing or using the Services, and that you are solely responsible for your actions and/or inactions while using our Services. Without prejudice to the foregoing, you represent, agree and warrant, that YOU WILL NOT:

5.2(a) use our Services or will immediately cease using those if any applicable law in your country prohibits or will prohibit you at any time from doing so;

5.2(b) use our Services to participate in fraudulent, scam or any type of illegal activity;

5.2(c) provide false, inaccurate, or misleading information;

5.2(d) attempt to modify, decompile, reverse-engineer or disassemble our software in any way;

5.2(e) use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data;

5.2(f) attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;

5.2(g) develop any third-party applications that interact with our Services without our prior written consent; AND

5.2(h) Encourage or induce any third party to engage in any of the activities prohibited under this Section.

5.3. YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSS OF ASSETS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE PROVISIONS OF THIS SECTION AND THE ENTIRE TERMS.

6.1. No control over third-party services. You may be charged fees by the third-party service provider. Interchange is not responsible for any third-party services' fees. You are solely responsible for your use of the third-party service, and you agree to comply with all terms and conditions applicable to any third-party service.

6.2. While using our Website, you may view Third-Party Content. We do not control, endorse or adopt (unless otherwise expressly stated by Us) any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

7.1. All our intellectual property assets ("IP") including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme and graphics are protected by local and international intellectual property laws and treaties.

7.2. We hereby grant you a limited, nonexclusive and non-sublicensable license to access and use our IP for your personal use only.

7.3. In any case you may not alter, modify, reproduce, distribute or commercially exploit any materials, including text, graphics, video, audio, software code, user interface design or logos.

7.4. The license granted under this Section will automatically terminate if We suspend or terminate your access to the Services

7.5. In case you upload or share any feedback, suggestion, idea or other information or material ("Content") with us you automatically grant us a worldwide license to use your content. It becomes part of the public domain as long as it remains on our Website. It can be used for marketing or any other purposes at our sole discretion.

8.1. You agree and consent to receive electronically all Communications, that Interchange may be willing to communicate to you in connection with your Interchange Account and/or use of our Services. For the purposes hereof “Communications” shall mean all and any communication, agreement, document, receipt, notice and disclosure, which may be from time to time addressed to User by Interchange. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If this is a case you waive your right to plead ignorance. If you decline or withdraw consent to receive electronic Communications, Interchange may suspend or terminate your use of the Website.

9.1. Except as expressly provided to the contrary in a writing by Us, our services are provided on an "As is" and "As available" basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

9.2. Except as otherwise required by law, IN NO EVENT SHALL INTERCHANGE, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM INTERCHANGE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INTERCHANGE'S RECORDS, PROGRAMS OR SERVICES.

9.3. As far as Interchange provide a brokers services, exchanges via Website cannot be canceled by Interchange. Therefore, check the details of your exchange details before making such exchange. Interchange is not responsible for your crypto assets once they have been sent outside of the Website. Moreover, Interchange doesn’t guarantee the uptime of the exchange.

9.4. To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INTERCHANGE (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, INTERCHANGE OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO INTERCHANGE WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

9.5. We strive to protect our users from fraudulent and scam activities in the sphere of crypto assets. It is possible, that some crypto assets are purposed for unlawful seizure of the property, or are construed as a fraud, scam or any other activity, recognized by the laws as illegal and/or non-compliant with legal requirements. We reserve the right to prohibit and discontinue any exchanges on our Website with such crypto asset at our sole discretion, without any prior notice to you and without publication of the reason for such decision, whenever this comes to our knowledge. YOU INDEMNIFY AND HOLD INTERCHANGE HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH PROHIBITION AND DISCONTINUATION OF EXCHANGES IN OUR WEBSITE WITH ANY CRYPTO ASSET.

10.1. We reserve the right to terminate these Terms and delete your Interchange Account and registration (including your username and password) in the following cases:

10.1(a) If for any reason We decide to discontinue to provide the Service, by providing at least a 3 (three) calendar days’ notice (which shall be provided by e-mail);

10.1(b) If We believe that you have breached any of the terms of these Terms, immediately without notice;

10.1(c) If We decide to terminate our Services, immediately without notice.

11.1. You and Interchange agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.

11.2. You and Interchange agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Interchange shall be sent to [email protected].

11.3. Any dispute, controversy or claim arising out of or relating to this Terms, or the breach, termination or invalidity thereof, shall be settled by arbitration, in accordance with Part V (International Arbitration) of the Malta Arbitration Act and the Arbitration Rules of the Malta Arbitration Centre as at present in force.

11.4. Additional issues which may be regulated by the arbitration agreement:

11.5. The appointing authority/administrator of the arbitration shall be the Malta Arbitration Centre;

11.6. The number of arbitrators shall be one;

11.7. The place of arbitration shall be Malta;

11.8. The language to be used in the proceedings shall be English;

11.9. The applicable substantive law shall be Malta law;

11.10. The arbitrator shall decide ex aequo et bono;

11.11. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of Malta, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

11.12. Whether the dispute is heard in arbitration or in court, you will not commence against Interchange a class action, class arbitration or representative action or proceeding.

12.1. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services.

12.2. In the event of any conflict between these Terms and any other agreement you may have with Interchange, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.

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

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

12.5. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Interchange, including by operation of law or in connection with any change of control. Interchange may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.