OTC MERCHANT TERMS OF USE

OTC MERCHANT TERMS OF USE

Last Updated: 09 September 2019

These OTC Merchant Terms of Use were created in the English Language and the English Language version shall prevail in the event of any conflict.

About Us and our Terms of Use

This OTC Merchant Terms of Use is between you (“Certified OTC Merchant” “you” or “your”) and each of:

AAX Exchange (Malta) Limitedincorporated in the Republic of Malta and located at Ewropa Business Centre, Level 3 - 701, Dun Karm Street, Birkirkara, BKR 9034, Malta

and

AAX Limited incorporated under the International Business Companies Act of 1994 of the Republic of Seychelles having company number 211854. 

(together “AAX” or “we” or “our”)

This OTC Merchant Terms of Use (“OTC Merchant Terms”) governs your use of the AAX Platform to post advertisements and offers for sale of Virtual Financial Assets (VFA) (“Sale Advertisements”) and advertisements stating requirements for purchase of VFA (“Purchase Advertisements”). This OTC Merchant Terms of Use shall be read with AAX Terms of Use.

We may, at our sole discretion, amend this OTC Merchant Terms and other policies, guidelines or rules of the AAX Platform for the sale of VFA, from time to time by posting the updated OTC Merchant Terms on our Platform or by any other means at our sole discretion. We shall notify you in advance of such changes or amendments. If you do not agree to such changes or amendments, you may terminate your OTC Merchant Account by contacting Customer Support. By continuing to use your OTC Merchant Account after the changes come into effect, you agree to be bound by the revised OTC Merchant Terms.

For any questions or problems relating to our Platform, products, services or this ITC Merchant Terms, please contact our Customer Support at [e-mail]. 

DEFINITIONS

• “AAX”collectively means AAX Exchange (Malta) Limited (incorporated in the Republic of Malta) and AAX Limited (incorporated in the Republic of Seychelles); 
  
  
• “AAX OTC Trading Platform” means OTC Trading provided by AAX on the Platform; 
  
  
• “Advertisement” means advertisement for Sale or Purchase of VFA and vice versa on the AAX OTC Trading Platform;  
   
• “Certified OTC Merchant”means User that has been accepted and authorized by AAX to post Sale or Purchase Advertisements on the AAX OTC Trading Platform;  
  
  
• “Counterparty”means the opposite party in any trade executed on the AAX Platform;
  
  
• “Fiat”means money or currency of any country or jurisdiction that is designated as legal tender and circulated, used and accepted as a medium of exchange in the country or jurisdiction of issuance and that is accepted for VFA for OTC Trades on the Platform; 
  
  
• “OTC Merchant Account”means a Certified OTC Merchant Account held with AAX Platform in accordance with OTC Merchant Terms of Use;
  
  
• “OTC Client”means User that places a ‘buy’ or ‘sell’ Order or executes an OTC Trade with a Certified OTC Merchant on the AAX OTC Trading Platform;  
  
  
• “Order”means any instruction from a user on the AAX Platform to ‘buy’ or ‘sell’ in relation to products or services available on the Platform;
  
  
• “Over the Counter” or “OTC”or “OTC Trading”refers to direct sale and purchase of VFA on the AAX Platform with trades executed directly between OTC Merchants and Purchasers of VFA;
  
  
• “Platform” or “AAX Platform” means our website(s), our application(s), our application programming interfaces (“APIs”), our notifications and any information or content appearing therein 
  
  
• “Products” or “Services”means trading in VFAs, trading in derivatives linked to VFA or any other services that may be offered by AAX through the AAX Platform from time to time;
  
  
• “Restricted Jurisdictions”means all jurisdictions listed above and any jurisdiction referred to in Clause 2.1.2;
  
  
• “Trade”means an Order that has been matched, fulfilled or executed on AAX Platform;   
  
  
• “User”means any person or entity that has registered on the AAX Platform by accepting the AAX Terms of Use;
  
  
• “Virtual Financial Assets” or “VFA”means cryptocurrency, virtual currencies, virtual commodity or digital tokens or virtual financial assets;

• “Wallet”or “AAX Wallet”means a software application (or other mechanism) on the AAX Platform that provides a means for holding, storing and transferring VFA, including users VFA address, VFA balance and cryptographic keys.

1. Acceptance of General Terms

              1.1.   In order to create an OTC Merchant Account on the AAX Platform, you first agree to sign
                     up, register as a User and agree to accept the Terms of Use of the AAX Platform.

2. OTC Trading on AAX OTC Platform

           2.1.   You agree to provide information and/or identity documentation for advanced KYC
                    verification in relation to approval as Certified OTC Merchant on the AAX Platform and
                    warrant that such information provided by you is truthful and accurate and documents
                    provided are genuine and not fraudulent.

 
          2.2.   AAX has sole discretion to approve or reject applications for Certified OTC Merchant.

 
          2.3.   You agree to maintain applicable amount of VFA in your AAX Wallet and agree to authorize
                   AAX to block VFA for the purposes of security deposit in accordance with Clause 5 below
                   for the posting of Purchase or Sale Advertisements on AAX OTC Platform.

 
        2.4.   After activation of your OTC Merchant Account, you may proceed to post Sale or Purchase
                 Advertisements in accordance with this OTC Merchant Terms.

 
        2.5.   Once Sale or Purchase Advertisements are posted, you agree to be accessible and respond
                  to queries from OTC Clients. If you are not available, you agree to cancel or suspend your
                  Advertisements failing which Orders may be executed and the applicable VFA will be placed
                  in escrow and blocked for trading and will only be released on acceptance of the trade or
                  resolution of the dispute on the AAX Platform.

        2.6.   You agree to use ‘real time’ remittance methods such as Alipay, WeChat Pay or real time
                  remittance offered by banks for payment in relation to Trades. You agree to complete
                  Orders in accordance with timeframe for such real-time remittance in relation to Trades.

         2.7.   You agree to maintain applicable VFA balance in your AAX Wallet and authorize AAX to
                   freeze and place the applicable VFA in escrow for the processing of an executed Order in
                   relation to an Advertisement. Such VFA placed in escrow shall not be available for trading
                   on the AAX Platform.

 
         2.8.   You may as far as possible avoid accepting payments from third parties or payment from
                   accounts not in the name of Certified OTC Merchant, OTC Client or User on AAX Platform.
                   In the event of a mismatch in name or    inconsistencies between User Account names and
                   name of the payment account holder, you shall have the right to withhold transfer of VFA to
                   the Purchaser for 72 hours and you may ask the OTC Client to provide Identity
                   documentation and video KYC to prove that the source of funds or VFA are legal. In the
                   event that the OTC Client fails to provide proof of identity and video KYC, you may choose
                   to refund the payment to the OTC Client and notify AAX at [e-mail] you accept
                   third party payments from remittance account that is not in the OTC Client name, causing
                   the payment account of another person to be frozen, AAX shall investigate the source of
                   the mismatch between the name of the bank account and the OTC Client and shall have
                   the right to directly freeze the Certified OTC Merchant Account and cancel Sale
                   Advertisements posted by the Certified OTC Merchant.

 
         2.9.   You agree and accept that it is your sole responsibility to verify and check if the payment
                   amount received from the Certified OTC Merchant or OTC Client matches the amount in
                   accordance with the executed Order prior to releasing VFA. AAX shall not be liable for
                   shortfall for payment received if you have failed to check the payment amount prior to
                   releasing VFA to OTC Client.

 
        2.10.   You also agree that you shall not accept payments from OTC Clients from bank accounts in
                   Restricted Jurisdictions as per Clause 2.1.2 of AAX Terms of Use (link).

 
        2.11.   You shall agree to indemnify AAX and hold us harmless for any losses suffered by AAX as a
                   result of any regulatory action suffered by AAX on account of failure to follow these OTC
                   Merchant Terms.

 
       2.12.   AAX does not automatically match orders or guarantee Trades on AAX OTC Trading
                  Platform. Certified OTC Merchants and OTC Clients are expected to make their own
                  decision to negotiate and execute OTC trades in accordance with information and terms
                  specified on the Advertisements and OTC Merchant Terms.

 
       2.13.   AAX reserves the right to place limits on Your ‘buy’ or ‘sell’ Orders or temporarily suspend
                  Sale or Purchase Advertisements in the event of frequent order cancellations or unpaid
                  orders over a certain daily threshold.

 
      2.14.   Grounds for disqualification of OTC Merchants

                 AAX reserves the right to disqualify Certified OTC Merchants in the event of:

          a )  Dishonest transactions reported from multiple users or OTC Clients in relation to a Certified
                OTC Merchants;

          b )  multiple branch accounts are linked to the same OTC Merchant Account with frequent
                trading behavior;

          c )  use of insulting, disrespectful and inappropriate behavior reported to AAX;

          d )  trade cancellation rate over 10% in the last 30 days;

          e )  average release time of over 5 minutes in the last 30 days;

          f )  payment time is over 10 minutes in the last 30 days;

         g )  purchaser average’s cancellation time is over 5 minutes in the last 30 days;

 
              Any decision to disqualify OTC Merchants is the final decision of AAX

3. Guidelines for Posting Sale and Purchase Advertisements on the AAX OTC Platform

            3.1.   Certified OTC Merchants may post Sale and Purchase Advertisements indicating quantity
                    and price of VFA available for sale, minimum and maximum trade amounts, payment
                    methods accepted and other conditions. You agree that you are solely responsible for the
                    content of the Advertisements and you agree to check the same before listing the
                    Advertisements. AAX shall not be liable for content posted by Users.

  
         3.2.   You agree and accept that your Advertisements shall meet the Guidelines on Acceptable
                   Use of the AAX Platform stated in Clause 2.6 of the AAX Terms of Use. In particular, you
                   agree not to post, publish, upload, display, distribute, or share materials that are unlawful,
                   inappropriate, profane, pornographic, obscene, indecent, libellous, defamatory, abusive, or
                   knowingly false, and/or that infringe intellectual property rights third parties. You also
                   agree not to abuse referrals or promotions or conduct surveys, contests, or pyramid
                   schemes, or promote or advertise products or services without appropriate authorization.

 
         3.3.   Certified OTC Merchant profiles may carry information such as completed trades or User                                            
                   ratings. You may not post malicious and false reviews. In the event that you have received a    
                   review or rating you believe to be malicious or false you may notify AAX Customer Care.
                   AAX shall, after examining the facts and any supporting documentation may delete such
                   reviews or ratings.  

 
         3.4.   You retain the Intellectual Property Rights (IPR) rights over any images and or content you
                   post or display on your Purchase or Sale Advertisements on the Platform. You warrant that
                   such content is not and will not infringe rights of any third parties. We shall not be
                   responsible or liable for any use of such content, nor the use of any content or information
                   submitted or posted by other users or visitors. By submitting, posting or displaying such
                   content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to
                   sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and
                   distribute such content in any and all media or through any distribution channels (now
                   known or later developed), subject to the applicable provisions in our Privacy Notice.

 
         3.5.   You agree that AAX may monitor the content of Sale or Purchase Advertisements posted
                  and shall have the right to suspend Advertisements that breach the OTC Merchant Terms of
                  Use.

4. Deposits and Fees

          4.1.   You agree to pay a Security Deposit of 1 BTC for the listing of each Sale Advertisement on
                   the AAX platform and a Fee of 1 BTC for every executed Order/Transaction on the AAX
                   OTC Platform.  

 
         4.2.   AAX reserves the right to change or revise Deposits and Fees for listing of Advertisements
                  and executed Transactions at its sole discretion or introduce new deposits or fees for OTC
                 Trading. We will provide you with advance notice of any changes or revisions in Security
                 Deposit or Fees. Advertisements placed prior to changes and revisions shall not be affected.
                 If you do not agree with any changes, revision or introduction of fees, you may not post
                 further advertisements or apply for suspension of you OTC Merchant Account.

5. Dispute Resolution

           5.1.   In the event, you have any dispute in relation to an OTC Trade, you may raise a dispute
                    through the Dispute Resolution mechanism on the AAX Platform. Please refer to Clause
                    4.6.3 of the AAX Terms of Use for the dispute resolution mechanism.You agree that AAX’s
                    decision on all unresolved disputes shall be final.

 
          5.2.   You agree that you shall not raise disputes that are false, malicious and baseless