Terms of Service
Last updated on February 6, 2024
1.1.
You are at least eighteen (18) years of age, or are the legal age for entering legally binding agreements under applicable law;
1.2.
You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State or any other governmental authority with jurisdiction over the party; identified on the Denied Persons, Entity or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or located, organized or resident in a country or territory that is, or whose government is, the subject of economic sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea or Syria (each, a “Restricted Person”);
1.3.
You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: (i) a natural person resident in the United States; (ii) a partnership or corporation organized or incorporated under the laws of the United States; or (iii) otherwise a “U.S. person” as defined in Rule 902(k)(2) of Regulation S under the Securities Act of 1933 (each, a “U.S. Person”); and
1.4.
You are not accessing or using the Services on behalf of a Restricted Person or U.S. person.
The Protocol.
2.1.
2.2.
2.3.
2.4.
2.5.
2.6.
Accessing the Services.
3.1.
3.2.
Prohibited Activities.
4.1.
You shall not engage in any activities that negatively affect the technical performance of the Services, bypass or circumvent security features of the Services, or otherwise disrupt or interfere with the functioning of the Services. You shall not violate or attempt to violate the security of the Services or otherwise misuse the foregoing, including by, (i) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (ii) disabling, removing, defeating or avoiding any security device or system; (iii) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures without proper authorization; (iv) attempting to interfere with Services functionality, including, but not limited to, via means of submitting any malware or computer programming routines that may damage, disrupt or interfere with, intercept or expropriate any system or data, overloading, “flooding,” “spamming,” “mailbombing” or “crashing” the Services; (v) forging any transmission control protocol/internet protocol packet header or any part of the header information in any email or posting; (vi) using the Services in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage; or (vii) providing false, misleading or inaccurate information to the Services.
4.2.
You shall not, directly or indirectly: (i) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Services, or the underlying ideas, file formats, algorithms or trade secrets therein; (ii) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; (iii) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any software code or documentation for the Services; (iv) knowingly introduce into the Services any malicious code, computer virus, spyware, scareware, Trojan horses, worms, malware or any other similar harmful, malicious or hidden programs or data; (v) use the Services to infringe upon, violate or misappropriate any third party's intellectual property rights, violating any law or regulation or being defamatory, trade libelous, threatening or harassing; or (vi) authorize or permit any third party to engage in any of the foregoing proscribed acts. For the avoidance of doubt, the restrictions set forth in this Section are in addition to, and in no way limit, any other restrictions or obligations applicable to you set forth in the Terms.
4.3.
You shall not use the Services to engage in illegal activity of any kind, including, without limitation, any activity that would violate, or assist in violation of, any law, statute, ordinance, regulation or sanctions programs administered under any applicable law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control or which would involve proceeds of any unlawful activity.
Intellectual Property.
5.1.
5.2.
5.3.
5.4.
Term; Termination.
6.1.
The Terms are effective beginning when you accept the Terms or first access or use the Services and ending when terminated as set forth in Section 6.2.
6.2.
Your right to use and access the Services will automatically terminate in the event you fail to comply with any of the terms and conditions of the Terms. Termination will be effective without notice.
6.3.
Upon termination of the Terms, your license rights will immediately terminate and you must immediately cease all use of the Services. Sections 4-11 of the Terms shall survive any such termination.
Risks.
7.1.
You acknowledge and understand that the Services may not be available or appropriate for use in all jurisdictions and you may be subject to legal and regulatory compliance obligations in connection with your use of the Services in certain jurisdictions. By accessing or using the Services, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of the Services and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations.
7.2.
You acknowledge that the Services incorporate experimental and novel technology and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the Services and/or Protocol could fail in an unexpected way, resulting in the total and absolute loss of your crypto assets. You hereby agree that you assume all risks in connection with your use of the Services and expressly waive and release BSX from any and all liability, claims, causes of action or damages arising out of or in any way relating to you obtaining or using Services.
7.3.
You understand and accept the risk of operational challenges related to the Services. For example, the Services may experience cyber-attacks, unexpected surges in transaction volume or activity or other operational or technical difficulties or vulnerabilities that may cause interruptions related to your use of the Services. You agree to accept the risk of a failure of the Services and/or Protocol resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. You agree not to hold BSX liable for any related losses.
7.4.
You agree that BSX is not responsible for any crypto assets that you receive, transfer, hold, lose or otherwise use or misuse in connection with the Services. Additionally, you agree that BSX is not responsible for any tax obligations that you incur in connection with your use of the Services.
Disclaimer of Warranties; Limitation of Liability; Indemnification.
8.1.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE ISSUED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND BSX DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO SUCH “AS-IS” AND “AS AVAILABLE” BASIS OR OTHERWISE IN CONNECTION WITH THE TERMS (EXCEPT AS EXPRESSLY PROVIDED HEREIN) AND BSX HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT BSX MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION SHALL BE APPLIED TO THE MINIMUM EXTENT PERMITTED UNDER SUCH APPLICABLE LAW.
8.2.
IN NO EVENT SHALL BSX BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY TYPE OR NATURE HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SERVICES OR THE PROTOCOL, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL BSX’S AGGREGATE LIABILITY UNDER THE TERMS EXCEED ONE-HUNDRED U.S. DOLLARS ($100.00).
8.3.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
8.4.
You agree, at your own expense, to indemnify, defend, and hold harmless us and our partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors, and assigns against any claim, suit, action, or other proceeding from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ and experts’ fees, arising out of or in connection with the Services, or any links on the Services, including but not limited to: (i) any breach or violation of the Terms by you; (ii) material, information, or content submitted or provided by you; (iii) your use of the Services; or (iv) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Services by you. You agree to pay any and all costs, damages, and expenses, including but not limited to reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.
Dispute Resolution; Agreement to Arbitrate.
9.1.
All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of the Terms, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from the Terms, will be determined by binding arbitration in [the Cayman Islands], before a single arbitrator. The arbitration will be administered by the International Centre for Dispute Resolution (“ICDR”) in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.
9.2.
The arbitrator will apply the substantive law of the Cayman Islands, excluding its conflict or choice of law rules.
9.3.
Nothing in the Terms will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
9.4.
A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. You may provide such notice to BSX by email at legal@bsx.exchange. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least thirty (30) days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.
9.5.
Subject to Section 9.4, each party may commence arbitration by providing to the ICDR and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.
9.6.
Subject to the disclaimers and limitations of liability stated in the Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the Cayman Islands. In making a determination, the arbitrator will not have the authority to modify any term of the Terms. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator’s decision. Any award (including interim or final remedies) may be confirmed in or enforced by a court located in the Cayman Islands. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
9.7.
Subject to applicable law, the party initiating the arbitration will be responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing and the costs of the arbitration facility. In any arbitration arising out of or relating to the Terms, the arbitrator will award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
9.8.
The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator’s decision, except (a) as necessary to prepare for and conduct the arbitration hearing on the merits; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) BSX may disclose the arbitrator’s decision in confidential settlement negotiations; (d) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (e) as applicable law otherwise requires. The parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as applicable law so requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
9.9.
In the case of a conflict between the provisions of this Section 9 and the rules of the ICDR, the provisions of this Section 9 shall prevail.
9.10.
To the extent permitted by applicable law, any dispute arising out of or relating to the Terms, whether in arbitration or in court, shall be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of the Terms or the rules of the ICDR, disputes regarding the interpretation, applicability or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
9.11.
If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms.
Third Party Websites and Links.
10.1.
BSX may allow access to third party information, products, services, and other materials (collectively “Third Party Materials”), including via links. The content of other websites, services, goods, advertisements, or other Third Party Materials that may be linked to or from the Services is not maintained, endorsed or controlled by us. We are therefore not responsible for the availability, content, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, safety or accuracy of Third Party Materials, or any intellectual property rights therein, that may be linked to or from the Services. In addition, the availability of any Third Party Materials through the Services does not imply BSX’s endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. Such third parties may have a privacy policy and/or terms of use that are different from BSX’s and may provide less security than BSX. Notwithstanding anything to the contrary herein, BSX is not responsible or liable for any such differences or discrepancies within the Third Party Materials. We do not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (b) verify or guarantee the accuracy, completeness, usefulness, or adequacy of any other websites, services, goods or other Third Party Materials that may be linked to or from the Services; or (c) make any endorsement, express or implied, of any other websites, services, goods or other Third Party Materials that may be linked to or from Services. You agree to access these other websites, services, goods, advertisements or other Third Party Materials at your own risk. For the avoidance of doubt, this paragraph covers websites linked to or from the Services. Any statements, opinions, or other information made available by third parties, including users, are solely those of the respective author(s) or distributor(s).
10.2.
WE DISCLAIM ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, FOR WEBSITES, SERVICES, GOODS, INFORMATION, ADVERTISEMENTS OR OTHER THIRD PARTY MATERIALS THAT MAY BE LINKED TO OR FROM, OR PROVIDED THROUGH, THE SERVICES. YOU ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY US AS TO THE FITNESS OF THE WEBSITES, SERVICES, GOODS, ADVERTISEMENTS OR OTHER THIRD PARTY MATERIALS THAT MAY BE LINKED TO OR FROM THE SERVICES. YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR SOLE RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF USE OR PRIVACY POLICY OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
10.3.
You may link to the Services provided that you do so in a way that indicates that the link is direct to the Services and is fair and not misleading. You may not integrate or make use of all or part of the Services in ways that would confuse or mislead visitors as to the nature and origin of the Services’ content.
General Provisions.
11.1.
11.2.
11.3.
11.4.
11.5.
11.6.
11.7.
11.8.
11.9.
11.10.
11.11.
11.12.