Terms & Conditions

Last Updated on March, 2024

These terms and conditions (“Terms”) form a legally binding agreement between the user (“User”, “Users”, “You” or “Your” “Yourself ”) and FINKBAY LTD (“Platform”, “FinkBay”, “KoinBay”, “We”, “Us”, or “Our”).

By accessing, using, or clicking the “Sign Up” button on the Platform and/or using Our products and services (“Services”), You agree and acknowledge that You have read, understood, and accepted all of the Terms stipulated in this agreement together with any additional documents or terms referred to in these Terms.

If You do not understand and accept these Terms in their entirety, You should not register for a KoinBay Account or access or use the Platform or any Services offered by Us.

Please note that we are operating under the license of Zenit World LTD (“White Label Service Provider”), holding license number BFX2024011 and incorporated on February 12, 2024, pursuant to the International Business Companies Act 2014 of the Autonomous Island of Mwali (Mohéli), Comoros Union. Other third-party service provider details can be found in the Collaboration Partner (“Collaborative Partners”) list attached to these Terms.

These Terms may be made available in several languages; all versions are legally binding, but in the event of inconsistency between the English version and the translated version, the English version shall prevail.

Legal requirements in various countries and internal regulatory and client acceptance policies may restrict the Services offered by Us. Therefore, some services, certain functionalities in the Platform, Our campaigns, and promotions, may not be available or may be restricted in certain jurisdictions, countries, areas, or regions, or to certain Users to whom restrictions apply. It is Your sole responsibility to inform Yourself about and observe any restrictions and/or requirements imposed with respect to the access to and use of the Platform and Our Services. We reserve the right to change, modify, or impose additional restrictions with respect to the access to and use of the Platform and/or Our Services from time to time at Our sole discretion without notification.

We do not provide personal and investment advice and/or consulting about Our Services. We sometimes provide factual information, information about transaction procedures, and information about the potential risks. However, any decision to use Our Services is made solely upon You. No communication or information provided to You by Us is intended as or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. You are solely responsible for determining whether any investment, investment strategy, or related transaction is appropriate for You according to Your personal investment objectives, financial circumstances, and risk tolerance.

By availing Yourself of Our Services, You explicitly read, understand, acknowledge, and consent to the following risk warnings:

You possess knowledge regarding the inherent risks and intrinsic risks including but not limited to faults, defects, hacks, exploits, errors, protocol failures, delays, phishing, smurfing, malware, and double spending, connected with transactions involving Virtual Assets and their derivative and We, the Service Provider and Collaborative Partners, shall not be held responsible or liable for any such risks or unfavorable outcomes that may arise from Your use of Our Services.
As with any asset, the value of Digital Assets can fluctuate significantly and there is a material risk of economic loss when buying, selling, holding, or investing in Digital Assets. You should therefore consider whether trading or holding Digital Assets is suitable for You in light of Your financial circumstances. The value of an investment and any returns can go down as well as up, and You may not get back the amount You had invested.
Third parties, including but not limited to Payment providers, Custodians, Service Providers, and Collaborative Partners may be involved in the provision of Our Services. You shall be subject to the terms of these third parties, and We shall not be responsible for any loss that these third parties may cause to You.
It is Your obligation and responsibility to keep the KoinBay account password safe, and You shall be responsible for all the transactions under Your account, whether You authorized them or not. Transactions in Digital Assets may be irreversible, and losses due to fraudulent or unauthorized transactions may not be recoverable.
We do not guarantee that Our Services will be available at any particular time or that Our Services will not be subject to unplanned service outages or network congestion. It may not be possible for You to buy, sell, store, transfer, send, or receive Digital Assets when You wish to do so. The Platform reserves the right to go offline on unplanned service outages and/or maintenance for days/weeks/months without prior notification to the Users.
We may, at Our discretion, update the fees & charges from time to time without prior notification to the Users based upon the economical factors, political factors, market fluctuations etc. Please be aware of all costs and charges that apply to You, because such costs and charges will affect the gains You generate from using Our Services and all the applicable fees are non-refundable and/or non-redeemable. However, We shall preview the applicable fees before initiating any transaction from Our Platform. It is always Your responsibility to check the applicable fees and charges before initiating any transaction from Our Platform.

The aforementioned risks do not explain all of the risks or how such risks relate to Your personal circumstances. It is important that You fully understand the risks involved before deciding to use Our Services.

DEFINITIONS

Capitalized terms not otherwise defined in these Terms will have the following meanings:

1.1. “Virtual Asset” refers to a digital representation of value that can be digitally traded, or transferred, and can be used for payment or investment purposes but does not include digital representations of fiat currencies and/or digital records of a credit against a financial institution of fiat currency, securities and other financial assets that can be transferred digitally.

1.2. “KoinBay” refers to a Virtual Asset Service Provider (VASP) Platform that primarily functions as a centralized exchange while also offering certain decentralized features and Services.

1.3. “Account” refers to an account on the Platform opened and held in the name of a User and maintained by Us.

1.4. “Personal data '' refers to any information in respect of commercial transactions which: (i) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose; (ii) is recorded with the intention that it should wholly or partly be processed by means of such equipment; or (iii) is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system, that relates directly or indirectly to a data subject, who is identified or identifiable from that information, or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject;

1.5. “User'' refers to any natural person who has attained the age of eighteen (18) with legal capacity and/or any legal entity who successfully registered to the Platform and/or created an Account in the Platform and completes the Know Your Client (“KYC”) verification process.

1.6. “Authorized person of the Entity” refers to any natural person appointed by a legal entity under a letter of authorization to (a) represent and sign in, (b) open an account, and; (c) carry out transactions on Our Platform on behalf of the legal entity.

1.7. “Letter of Authorization” refers to a letter provided by any legal entity that attests that the individual filling up the KYC application has the legal authority to open a corporate account on Our Platform, sign in, and carry out transactions on behalf of the legal entity. Such letters shall be signed, stamped, and dated (must not be less than 3 months old). The letter shall include the legal entity’s full name and full name of UBO/Manager/Director/Chairman, who is authorizing the “Authorized person of the Entity”.

1.8. “Transaction” refers to transferring Virtual Assets between two virtual wallets and/or any Fiat to Crypto or vice versa conversations facilitated by Collaborative Partners. A transaction is submitted to a public ledger to await confirmation before the trade can be completed. During a transaction, an encrypted electronic signature based on a mathematical formula is required as proof of ownership. The confirmation process is conducted by people called miners or validators.

1.9. “GDPR” refers to the General Data Protection Regulation, which is a regulation of the European Union. If Your country of residence is based within the European Economic Area (EEA), the GDPR applies to our processing of Your Personal data (within the meaning of the GDPR). If Your country of residence is outside of the EEA, provisions related to the GDPR shall not apply to Your use of Our Services.

1.10. “Arbitration” refers to a process of settling a dispute between parties before an arbitral tribunal, and includes any arbitration mutually agreed by both parties.

1.11. “Market Manipulation” refers to an activity that attempts to artificially influence a Virtual Asset’s price or the behavior of the markets. Any single individual or group of people may create an illusion in the market in order to profit from the aftermath.

1.12. “Pump and Dump” refers to a group of people work together to artificially inflate a Virtual Asset’s value.

1.13. “Wash trading” refers to feeding misleading information to the Virtual Asset market where any individual or a group of individuals rapidly buys and sells the same Virtual Asset to inflate the volume artificially.

1.14. “Front-running” refers to the process when someone uses technology or market advantage to get prior knowledge of upcoming Transactions. This might also be known as slow matching.

1.15. “Stop Hunting” refers to a strategy that pushes prices in a certain direction to trigger a cascade of stop-loss orders.

1.16. “Churning” refers to the illegal and unethical practice by a broker of excessively trading assets in a client’s account in order to generate commission.

1.17. “Quote stuffing” refers to the practice of placing an unusual number of buy or sell orders on a particular security and then immediately canceling them.

1.18. “False trading” refers to where a person intentionally, negligently, or recklessly, does or causes anything, to affect or is likely to affect by creating a false or misleading appearance of active trading in a Virtual Asset or creating an artificial price for a Virtual Asset.

1.19. “Insider dealing” refers to an illegal activity in which a person who has access to non-public, material information about an Exchange, Company, or Virtual Asset and utilizes that information to make advantageous trades and discloses the inside information directly or indirectly to another person.

1.20. “Price rigging” refers to a known as price fixing or collusion, which is a form of market manipulation.

1.21. “Spoofing and Layering” refers to both forms of market manipulation whereby a trader uses fake orders to deceive other traders as to the true levels of demand in the market.

1.22. “Market Manipulating” is an activity that attempts to artificially influence a Virtual Asset’s price or the behavior of the markets.

1.23. “Prohibited Activity or Business” refers to;

1.23.1. Any unlawful activity that violates or assists in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where KoinBay conducts business or which would involve proceeds of any unlawful activity; publishing, distributing, or disseminating any unlawful material or information.

1.23.2. Any abusive activity such as transmitting or uploading any material to the Platform that contains viruses, trojan horses, worms, or any other harmful programs.

1.23.3. Any use of fraud activity that operates to defraud KoinBay, Our Services, Our Users, or any other person; provide any false, inaccurate, or misleading information to Us.

1.23.4. Any Transactions made directly and/or indirectly to any sanctioned individual, sanctioned group, and/or sanctioned jurisdictions.

1.23.5. Any activity(s) related to terrorist financing, fraud shops, child abuse, scams, Ransomware, a darknet market, unlawful gambling, unlawful Hawal, Pump, and dumps schemes, Front-running, Wash trading, Spoofing and Layering, Stop Hunting, Churning and Quote stuffing, False trading, and Insider dealing, Price rigging and deceptive, Market Manipulation, marijuana dispensary, sale of tobacco, e-cigarettes, e-liquid, online prescription or pharmaceutical services, age-restricted goods or services, weapons and munitions, gunpowder and other explosives, fireworks, toxic, inflammable and radioactive materials, sales of narcotics, controlled substances, or any equipment or tools designed for making or using drugs, the sale of a legal substance that provides the same effect as an illegal drug, pornography and other obscene materials, sites offering any services related to prostitution, and sexual-related services, financial risk, legal liability, or violations of any regulations.

1.23.6. Any activity in an engagement involving items that infringe or violate any of the copyright, trademark, right of publicity or privacy, or any other proprietary right, name, logo, or brand of KoinBay Platform.

GENERAL TERMS & APPLICABLE LAW

2.1. Eligibility

2.1.1. Retail Client– the User who is a natural person who has attained the age of Eighteen (18) with legal capacity and has sufficient authorization to enter into these Terms. Based on internal regulatory and User acceptance policies, decisions of KoinBay, may restrict certain citizens or residents of some countries based upon various factors..

2.1.2. Corporate Client- the User who is a legal entity and has sufficient authorization to enter into these Terms. The Authorized person of the Entity shall submit the Letter of Authorization in order to sign up with our Platform. Due to certain internal regulatory policy decisions of KoinBay, we may restrict certain legal entities of some countries. In the event of any changes to the Authorized Person of the Entity, the entity shall promptly and without delay notify us in writing. Such notification shall be provided immediately upon the occurrence of any changes to ensure accurate and up-to-date information regarding the Authorized Person of the Entity.

2.2. Supplementary Terms – These Terms between You and Us are not exhaustive in their coverage of all rights and obligations. As a result, the Privacy Policy, Cookies Policy, and any other agreements entered into separately between You and Us shall be deemed Supplementary Terms that are fully incorporated into these Terms and carry the same legal effect. These Supplementary Terms are considered integral parts of these Terms, and any provisions or requirements set forth in the Supplementary Terms shall be binding and enforceable in conjunction with the provisions of these Terms.

2.3. Changes to the Terms – Our Terms undergo regular reviews and updates to ensure compliance with applicable laws, Regulations and International Standards. We retain the right to change or modify these Terms at Our discretion, at any time. Any updated version of the Terms will be promptly made available at the top of the Terms page on Our Platform. By accessing and using Our Platform after an updated version of the Terms has been released, it is understood that the User agrees and consents to the revised content of the Terms. Therefore, it is strongly recommended that You regularly review these Terms to ensure a clear understanding of the Terms that govern Your access to and use of Our Services.

2.4. User Restrictions

2.4.1. Due to internal regulatory and User acceptance policy(s) considerations at KoinBay, We have implemented restrictions on conducting business with individuals, legal persons, and entities that (i) do not possess the full legal capacity and adequate authorizations to enter into these Terms as an individual, legal entity, or other forms of organization (ii) has a history of prior suspension or removal from using Our Services; (iii) being situated in, or possessing citizenship or residency within the United States; (iv) having legal or natural person status with US citizenship, domicile, or tax obligations in the USA, (v) duplicate account holders and money mules (vi) any and/or all individuals, organizations, groups, and/or countries that have established and/or possible connections to predicate offenses and/or sanctions imposed by the Office of Foreign Assets Control (OFAC), European Union (EU), United Nations Security Council (UN), other in-country local lists (including but not limited to sanctions lists and terrorist lists) and other internal restricted countries. Please contact our support channels to know more about the restricted countries.

2.4.2. It is noted that specific Services may be unavailable within particular jurisdictions, regions, or for certain user categories. We retain the prerogative to implement alterations, modifications, or impose supplementary limitations at Our discretion, at any juncture.

2.4.3. It is strictly prohibited to disseminate your Account credentials to any other third party individual (s) and/or transfer the ownership unless you have obtained Our consent prior. Likewise, conducting business transactions in a personal account (“Business Misuse”) is strictly prohibited. You are fully responsible for all activity that occurs under Your Account. Notably, any transactions received from or sent to any third-party individuals, groups and/or legal entities are disallowed within the platform. We reserve the full right to request further information (“RFI”) where deemed necessary to establish the potential relationship between the beneficiary and the originator and economic rationale behind the transaction(s) and relationship(s).

2.4.4. In the event of any attempt to access unauthorized parts or functions of our Services, violate security or authentication measures, impersonate or manipulate identification, disguise your identity or the origin of messages or transmissions, or use our Services in any illegal manner, we reserve the right to take the actions including but not limited to suspend the account temporarily, freezing your account, reporting the incident to relevant authorities (if applicable), deleting any information, you published that violates our Terms, and terminate your account under relevant regulations, without your consent or prior notice. For more specific information on the actions we may take and the circumstances under which they apply, we recommend referring to these Terms provided by our Platform or reaching out to our support team for further assistance.

ACCOUNT SETUP

3.1. Registration of KoinBay Account

3.1.1. To sign up for Our Services, it is required that all prospective Users register on Our Platform. Upon registration, it is incumbent that You provide authentic personal particulars including legal name, date of birth, country of residence, mobile number, email address, and password. Furthermore, You are obliged to give explicit acceptance to these Terms, the Privacy and Cookies Policy, and/or all additional terms and regulations governing the Platform. You shall utilize the characters of the Latin alphabet when completing the sections necessitating the submission of requested information.

3.2. Identity Verification

3.2.1. You will need to comply with our identity verification procedures before you are permitted to open an Account and access and use Our Services, whether independently or through a Collaborative Partner, by providing us with certain information about yourself. All information that you provide must be complete, accurate, and truthful. You must promptly inform us and/or update this information whenever it changes.

3.2.2. If there are reasonable grounds to believe that any of the information you provided is incorrect, false, outdated, or incomplete, you authorize us to raise a RFI, whether directly or through Collaborative Partners, that we consider necessary to verify your identity, to protect you and/or us against fraud, money laundering, terrorist financing, or any other financial crime, and to take any action we deem necessary based on the results of such RFIs. Further, You expressly acknowledge and understand that your personal data may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies. You can review our Privacy Notice to have more information about how we process your personal data.

3.2.3. In the event that we are unable to contact You using the contact information You have provided, You will bear full responsibility for any loss or expenses incurred by Us during Your use of Our services.

3.2.4. We reserve the right to exercise discretion in permitting or denying registration on the Platform. We are under no obligation to accept registrations from all individuals and legal entities. We may refuse, terminate, or suspend registration for anyone at any time without providing a specific reason for doing so. This allows us the flexibility to ensure the integrity, security, and compliance of the Platform and its user base.

3.3. Access

3.3.1. To access your Account, You must have the necessary equipment (such as a computer or smartphone) and access to the internet. Our services can be directly accessed through the Platform and mobile application. Your use of the App remains at all times subject to the terms and conditions and privacy policies of the relevant app store from which You downloaded it, for example, the Google Play or the Apple App Store. To the extent that there is a conflict between those terms and conditions and these Terms, these Terms shall prevail.

3.3.2. Certain Services or parts of the Platform may be accessible only by agreeing to the terms and conditions and privacy policies of Our Collaborative Partners. We strongly advise You to read the terms and conditions and privacy policies before applying for the Services. Please find Our Collaborative Partners list below in this document.

3.3.3. We reserve the right to change, suspend, or discontinue any aspect of the Services at any time and in any jurisdiction, including hours of operation or availability of any feature, without liability which will follow with necessary changes to these Terms.

3.3.4. During periods of significant volatility or high volume, access to our Services may experience delays or become unavailable. As a result, there may be instances where buy or sell transactions cannot be executed, and there could be delays in support response times. Please be aware that we will not be held liable for any losses that may arise from or be attributed to transaction delays during such periods. It is advisable to consider this possibility and exercise caution when engaging in transactions during times of increased volatility or volume.

3.3.5. We may decline to process any order and may limit or suspend your use of one or more Services at any time, in our sole discretion. Suspension of your use of any of the Services will not affect your rights and obligations pursuant to these Terms. We may, in Our sole discretion, decline to process orders if (i) We believe the transaction is suspicious; (ii) the transaction may involve fraud or misconduct; (iii) it violates applicable laws; or (vi) it violates the terms of these Terms. Where permitted by law, We will notify you by the end of the business day (s) if We have suspended processing your orders and, if possible, provide Our reasons for doing so and anything You can do to correct any errors leading to the stoppage.

3.4. Account Security

3.4.1. We are fully committed to ensuring the security of the funds entrusted to us by Our Users and have implemented industry-standard protection measures. We emphasize the importance of Our Users safeguarding their account access credentials, including their username and password, as confidential information. Under no circumstances should this information be disclosed to any third party.

3.4.2. It is Your responsibility to protect Your account from unauthorized access to prevent any potential authentication issues. In order to enhance security and mitigate the risk of cybercrime and the loss of personal data, We have implemented a two-factor authentication system. By utilizing this additional layer of security, We aim to provide stronger protection for Your account and personal information. We encourage all Users to enable two-factor authentication to further enhance the security of their accounts and minimize potential security risks. In order to circumvent loss, misuse, unauthorized acquisition, or alteration of Personal data, Users are requested to choose the strongest password and to protect the account privacy data from any third parties. You also agree to be solely responsible for taking the necessary security measures to protect your account and personal information.

3.4.3. In the event of any unauthorized access to your account, we strongly urge you to notify our customer support team immediately. You shall note that we will never, under any circumstances, request your usernames or passwords. We assume no responsibility for any losses you may incur as a result of compromised account login credentials, provided that such compromise is not due to any fault on the part of KoinBay and/or failure to act upon notices or alerts that we may send you. We prioritize the security and protection of your account, and we encourage you to promptly report any suspicious activity or unauthorized access to ensure appropriate measures can be taken to mitigate potential risks.

KOINBAY SERVICES

4.1. We together with Collaborative Partners offer a wide range of Services to our Users, including but not limited to primary services such as trading, staking, savings, and some other value-added services such as P2P, crypto loans, swaps, referral and promotional programs, gift cards, etc. (collectively referred to as "Services''). However, You should be fully aware of the risks involved in Virtual Asset trading and other activities and Services related to virtual assets. Trading and engaging in virtual asset-related activities carry inherent risks, including but not limited to market volatility, regulatory uncertainties, and potential loss of investment. You acknowledge and accept that you carefully consider and understand these risks before participating in any virtual asset-related activities or Services on our Platform. KoinBay has made available a Risk Disclaimer Notice that provides a comprehensive overview of the risks associated with the usage of the Services. By using our Services, you confirm that you have read, understood, and agreed to the terms outlined in the Risk Disclaimer Notice, which is incorporated by reference into these Terms.

4.2. We may refer to the KoinBay White Paper and we may publish other similar papers in the ‘Docs and Guides’ section in the future that describe the concepts and policies we apply in providing our Services. We disclose them for information purposes only and they are not directly part of these Terms and may be updated and changed, at our discretion without prior notice to you.

4.2.1. Trading

4.2.1.1. Spot Trading - We offer the Spot Trading service which is the process of buying and selling Virtual Assets at real-time prices with the aim of generating a trading profit.

4.2.1.2. P2P Trading – We offer P2P (Peer-to-Peer) trading services, which allow Users to directly buy or sell Virtual Assets with other peer Users, without the involvement of intermediaries.

4.2.1.3. Future trading - By participating in a Future contract you enter into an agreement to buy or sell an asset at a future date for a fixed price. Generally, it is used to lock in profits when trading in volatile markets. As a future trader, you acknowledge and agree that you shall access and use the futures trading services at your own risk and you will be solely responsible for any trading/non-trading activity in our Platform. You shall not enter into any Transactions or invest in funds that are above your financial abilities. Failure to maintain a sufficient amount of assets in your account can result in insolvency of assets in your future account and hereby, you agree and consent to maintain your account a sufficient amount of Virtual Assets required by us to engage in future trading. You acknowledge and agree to trade in good faith. In the event we suspect your account to be in violation of this term, we shall have the right to immediately suspend, freeze, or lock the Virtual Assets in your account. You acknowledge and agree to conduct all futures trading on your own account and claim full sole responsibility for your own decisions and activities. We shall not take any responsibility for any losses or damages incurred as a result of your use of any Services or your failure to understand the risks associated with assets. You acknowledge and agree that you fully understand the high risk of Futures Trading and you have read and understood all these Terms.

4.2.1.4. ETF Trading - We offer the ETF, or Exchange-Traded Fund service, which is a financial tool that follows the trend of a market or a group of markets. With this, it is possible to make a type of investment that allows market participants to buy baskets of stocks containing shares of hundreds or thousands of companies with a single purchase.

4.2.1.5. Margin Trading- By participating in Margin trading, you are borrowing money from a brokerage and using that money to buy stocks. It is a form of leverage, that you may use to magnify your returns. As a leveraged trader, you agree to access and use Margin trading services at your own risk. Using margin to support spot Transactions involves a high degree of risk. You acknowledge that the use of leverage may result in major gains or losses due to volatility and may lose capital quickly in the trading market. In such an event you may lose more funds than you deposit in your KoinBay account. You acknowledge and agree to sell your Virtual Assets without any notification and we are not obliged to notify you. By agreeing to these Terms, you acknowledge that we are not responsible for the above-mentioned risks, and you voluntarily accept such risks by deciding to engage in Virtual Assets Transactions on our Platform.

4.2.2. Deposit/withdrawal - We offer the service of depositing Virtual Assets into the KoinBay wallet from an external wallet and withdrawing Virtual Asset to an external wallet. However, it is expressly advised that You must check your wallet address before any deposit or withdrawal is made. KoinBay shall not be liable for any incidental, direct, indirect, or consequential damages or losses of Virtual Assets due to your negligence. KoinBay may try to retrieve the funds if possible and this retrieval service may incur additional fees. However, it is expressly advised to check and confirm the wallet address all the times before initiating any transaction to KoinBay or from KoinBay. Further, as mentioned the sub-clause 2.4.3. any transactions towards third-party individuals, groups and/or legal entities are disallowed within the platform.

4.2.3. Buy/Sell between Virtual Asssets and fiat - We offer the Service of purchasing Virtual Assets in fiat through various payment methods, as well as sales of Virtual Assets that are received in fiat into the User's configured bank account. This service may be provided by our Collaborative Partners and you shall be subject to the terms of these Collaborative Partners, We shall not be responsible for any incidental, direct, indirect, or consequential damages or losses that these third parties may cause to You. Further, as mentioned the sub-clause 2.4.3. any transactions towards third-party individuals and/or groups are disallowed within the platform.

4.2.4. DEX Swap - We offer DEX Swap services to our Users, which enable them to exchange Virtual Assets across different blockchain networks. With our DEX Swap feature, Users can easily and securely swap Virtual Assets from one blockchain to another without the need for traditional centralized exchanges. This service enhances accessibility and liquidity for Users, allowing them to participate in cross-chain asset exchanges seamlessly. This service may be provided by our Collaborative Partners and you shall be subject to the terms of these Collaborative Partners, We shall not be responsible for any incidental, direct, indirect, or consequential damages or losses that these third parties may cause to You.

4.2.5. Crypto loan - We offer Crypto loan services, allowing users to borrow Virtual Assets by using their existing Virtual Asset holdings as collateral. The borrowed funds are typically issued in the form of stablecoins, which provide stability and minimize exposure to price volatility. This service may be provided by our Collaborative Partners and you shall be subject to the terms of these Collaborative Partners, We shall not be responsible for any incidental, direct, indirect, or consequential damages or losses that these third parties may cause to You. By entering into a crypto loan, You acknowledge and agree to the inherent risks associated with cryptocurrency transactions and loans and You understand that the value of cryptocurrencies is subject to extreme volatility, and market conditions can change rapidly. Further we assume that You shall accept the full responsibility for any potential loss of value in the collateralized cryptocurrency assets used for the crypto loan. KoinBay shall not be held liable for any decrease in the value of the collateral or any consequential losses incurred by You due to market fluctuations. It is the Your responsibility to stay informed about market conditions, regulatory developments, and any other factors that may affect the performance of the cryptocurrency collateral. We encourage You to seek independent financial advice before entering into the crypto loan.

4.2.6. Savings - We offer saving services on our Platform, allowing Users to earn interest on their BTC, ETH, and USDT holdings without being subject to a lock-in period. Similar to Staking services, Users have the opportunity to earn rewards on their savings while maintaining the flexibility to withdraw their crypto at any time. However, it's essential to understand that the rewards are subject to change and may depend on various factors. Further, You shall note that the availability and specific rewards applicable to these saving services are determined solely at our discretion. We strive to provide attractive rewards to our Users, but it's essential to understand that the rewards are subject to change and may depend on various factors. In the event that rewards are available for the Savings services, we will publish the details of these rewards on our Platform. By doing so, Users will have the necessary information to effectively participate in the rewards program. Our Platform will provide clear and transparent communication regarding the rewards, including any eligibility criteria, terms, and conditions associated with earning and redeeming the rewards. It is recommended that Users regularly check the Platform for updates and announcements related to available rewards to ensure they can make the most of the opportunities presented.

4.2.7. Staking Pools

4.2.7.1. Staking is a process in which individuals hold virtual assets in a specialized wallet for twelve (12) or twenty-four (24) months. By choosing to stake with KoinBay, you are confirming that you have read, comprehended, and accepted all the terms and conditions associated with the Staking Pools. Furthermore, you acknowledge and agree that you will adhere to these terms and be bound by them. You shall note that if you do not understand these terms, it is advisable not to participate in staking with KoinBay.

4.2.7.2. Staking is available on our Platform for two tokens, such as KBT and USDT. You can access the Staking page by visiting the following link: https://www.KoinBay.com/en_US/freeStaking

4.2.7.3. You acknowledge and agree that the estimated Annual Percentage Yield (APY) provided is subject to daily adjustments based on the on-chain staking rewards. This means that the APY may vary depending on the rewards distributed by the blockchain network. During the staking period, it is crucial to understand that your Virtual Assets will be locked on-chain. As a result, you will not have the ability to withdraw or perform any transactions involving the allocated assets until the staking period concludes. This lock-up period ensures the integrity and security of the staking process. Therefore, before participating in staking, we recommend carefully considering the duration of the lock-up period and understanding the implications of not being able to access or utilize the staked assets during that time.

4.2.7.4. You acknowledge and agree that unlocking your staked assets requires a specific amount of time, which is determined by the specifications of the underlying blockchain network you are staking on. The exact duration of the lock-up period will depend on the specific chain and staking rules in place. You further agree that the redemption or release of your KoinBay locked staking amount will only occur after the designated time period for staking has elapsed. It is your responsibility to consider this time frame when planning your staking activities.

4.2.7.5. Upon the expiration of the subscribed locked staking product, your assets will be redeemed from the blockchain. However, please be aware that the redemption process requires a specific unlocking period. The redemption process may take one day to unlock the tokens and an additional day to redeem the assets. You agree and acknowledge that the actual time required for redemption may vary due to factors such as blockchain network conditions and time zone differences. As a result, it's possible that the entire process, including unlocking and fund redemption, may take up to thirty (30) days or more in total.

4.2.7.6. The withdrawal of the principal amount is only possible on the day of the principal release date. The User’s interests will be automatically deposited to the Spot Wallet, and you may withdraw the interest received at any time during the staking period.

4.2.7.7. Please note that the amount staked in the Staking Pool is subject to the volatile nature of the Virtual Asset. This means that the principal amount you have staked may fluctuate due to the inherent volatility of the Virtual Asset. Additionally, the interest accumulated on a daily basis is also subject to the volatile nature of the Virtual Asset you have staked. The interest earned can vary based on market conditions and the performance of the Virtual Asset you have staked.

4.2.7.8. By participating in the Staking Pool, you agree and acknowledge that there are inherent risks associated with the volatile nature of the Virtual Asset. These risks may result in potential fluctuations in the principal amount staked and the interest earned. In the unfortunate event of the User's death, as stipulated in clause 7, the interest accumulated up to that point will be withdrawn according to the terms and conditions outlined in that clause.

4.2.8. Referral and promotional program

4.2.8.1. Occasionally, we may introduce referral programs and promotional campaigns on Our Platform. Users will be notified about such campaigns through official channels. To stay updated with the latest information, you can visit our official channels.

4.2.8.2. You shall be cautious and vigilant regarding potential scams. Beware of entities or individuals using airdrops and free tokens as a means to deceive people on social media platforms like Telegram, Facebook, and Instagram. Scammers may operate under the name of Us. These scams typically entice Users to send Virtual Asset transactions to specific wallets by promising profits or requesting Users to click on risky links. Always exercise caution and verify the authenticity of any page or account you encounter. Ensure that you are interacting with the original and legitimate sources associated with KoinBay. You acknowledge and accept that KoinBay will never ask you to send transactions to Virtual Assets wallets or share sensitive information. If you come across any suspicious profiles or encounter potential scams, please report them immediately to protect yourself and other users from fraudulent activities.

RISK DISCLOSURE

5.1. In accordance with the Terms provided, we shall assume that You have read and understood the Risk Disclosure available on our Platform. This Risk Disclosure is designed to provide information about the risks associated with the services offered by KoinBay. Each Service provided by KoinBay carries its own distinct risks, and you shall be aware of and understand these risks before using our Services. The Risk Disclosure document aims to outline these risks to help you make informed decisions. However, it's essential to note that the Risk Disclosure available on our Platform may not cover every risk that you may encounter while using Virtual Assets. Further, it may not address how these risks specifically relate to your personal circumstances. Therefore, it is advisable to consider your individual situation, risk tolerance, and seek independent advice if necessary.

5.2. By accessing or using Our Platform, You are voluntarily choosing to engage in sophisticated and risky asset Transactions. You are further acknowledging that you are aware of the inherent risks associated with using cryptographic and blockchain-based systems including, but not limited to, risks of financial loss, technology glitches, and hacking. KoinBay strives to provide state-of-the-art systems and security measures to safeguard User Virtual Assets. However, you shall note that certain issues and risks are unavoidable in any technological system. In the event that you encounter issues or problems while using our Platform, such as technical difficulties with depositing or trading Virtual Assets, it may take a significant amount of time to resolve these issues, ranging from days to weeks or even months. Furthermore, there may be instances where certain issues cannot be resolved at all. You shall be aware of these risks and exercise caution when using our Platform. This includes being prepared for potential delays or difficulties that may arise and understanding that the resolution of such issues may not always be immediate or guaranteed.

5.3. We are committed to addressing and resolving any issues that may arise to the best of our ability. Our Platform strives to provide a reliable and secure environment for Users to engage in asset transactions. However, it is essential for Users to be mindful of the inherent risks associated with asset transactions and to exercise diligence and risk management practices. While KoinBay takes measures to mitigate risks, it is ultimately the responsibility of Users to make informed decisions and manage their own risk exposure.

5.4. To ensure a safer and more secure experience on our Platform, you are encouraged to:

5.4.1. Educate yourselves to gain a comprehensive understanding of the Virtual Assets you are trading, the market dynamics, and the associated risks.

5.4.2. Conduct thorough research and stay informed about the latest developments, news, and market trends that may impact their trading decisions.

5.4.3. Implement risk management strategies to set appropriate risk thresholds, diversify their portfolio, and use tools such as stop-loss orders to limit potential losses.

5.4.4. Keep personal information secure and safeguard login credentials, enable two-factor authentication, and be cautious of phishing attempts or suspicious communications.

5.4.5. Adhere to these Terms and guidelines, security protocols, and recommended practices provided by us.

5.5. We are dedicated to providing state-of-the-art systems and security measures to ensure the smooth operation of our Platform. However, you shall recognize that despite these efforts, certain issues and risks are inevitable in any complex system. If you encounter any issues or problems while using our Platform, including technical difficulties related to depositing or trading Virtual Assets, it is possible that resolving these issues may require a significant amount of time. The resolution timeline can vary, ranging from days to weeks or even months, depending on the nature and complexity of the problem. We strive to address and resolve any issues that arise, there may be instances where certain issues cannot be fully resolved or may take an extended period of time to rectify. In such a situation we will make every reasonable effort to mitigate and resolve any problems promptly, and you accept and acknowledge that some issues may remain beyond our Platform's control.

5.6. You further understand that the markets for Virtual Assets are highly volatile due to factors including but not limited to, adoption, speculation, technology, security, and regulation. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems are variable and may increase dramatically at any time. You further acknowledge and accept the risk that your Virtual Assets may lose some or all of their value while they are supplied and you may suffer loss due to the fluctuation of prices of tokens in a trading pair or liquidity pool, and, especially in expert modes, experience significant price slippage and cost. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. You further acknowledge that we are not responsible for any of these variables or risks, and cannot be held liable for any resulting losses that you experience while accessing or using our Platform. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using our Platform.

5.7. In any circumstances if we identify and/or suspects that you have engaged in crypto Market Manipulation including Pump and Dumps scheme, Front-Running, Wash trading, Spoofing and Layering, Stop hunting, Churning, Quote stuffing, False trading, Insider dealing, Price rigging, any deceptive activity, we reserve the sole discretion to freeze, suspend and/terminate your Transactions/account in our Platform.

SUSPENSION, FREEZING, BLOCK, TERMINATION AND DEACTIVATION OF ACCOUNTS

6.1. We reserve the right to take various actions, including but not limited to suspending, freezing, blocking, or terminating your access to any or all of our Services/Account, based on certain circumstances and in our sole discretion. These actions may be taken in the following situations:

6.1.1. If we are required to do so by an arbitration, court order, or any binding order issued by a government authority;

6.1.2. If there is a reasonable suspicion that your account is being used in connection with a Prohibited Activity or Business;

6.1.3. If there is a reasonable suspicion or identification of any suspicious activity or Transaction associated with your account, particularly related to a Prohibited Activity or Business;

6.1.4. If we reasonably identify or suspect that you are a or have potential connections to any sanctioned individuals, groups, entity, and/or countries;

6.1.5. If you are found to be violating or breaching any of these Terms, Privacy Policy, Cookie Policy, and/or any additional documents or terms of KoinBay, we reserve the right to suspend, freeze, block, or terminate your access to your Account/Services.

6.2. In the event of any suspension, freezing, blocking, or termination of your KoinBay account and any of our Services, we will provide you with notice of our actions unless a court order or other legal process prohibits us from providing you with such notices. You acknowledge that we shall have the sole discretion to take any action of suspension, freezing, blocking, or termination of your account/Services and these may be based on any confidential criteria that are essential to our risk management and security protocols. Along with that, you further agree that we are under no obligation to disclose the details of its risk management and security procedures to you.

6.3. If you wish to deactivate your account, you can do so by reaching out to us through https://support@Koinbaymail.com/. Upon receiving your deactivation request, we may require you to withdraw any remaining balance in your account within forty-eight (48) hours. You shall be aware that this time frame allows you to complete the necessary steps to withdraw your funds before the account is permanently deactivated. Once you have withdrawn your account balance as requested, we will proceed with deactivating your account permanently. This means that you will no longer have access to the Services and features provided by us.

6.4. We reserve the right to restrict or deny withdrawals from your Account if any of the following conditions are met: (i) your Account has been suspended or closed by us in accordance with the provided Terms; (ii) such withdrawals are prohibited by law or court order, or if we have reason to believe that the assets were obtained fraudulently; or (iii) you have not completed the necessary identity verification procedure, as indicated by your Account.

6.5. The fees paid for upgrading tier levels if there are any or any other fees related to our Services are non-refundable and non-redeemable and will not be returned if your Account is closed or suspended, whether initiated by you or for any other reason by us.

6.6. You acknowledge and consent that the deactivation of your Account may be subject to additional charges if applicable.

6.7. We reserve the right to modify, discontinue accounts, transfer, or migrate accounts with or without your consent. In the event that we discontinue the account, we will honor any rewards for which you became eligible prior to 11:59 pm (GMT) on the last date the rewards were available.

6.8. If you deactivate your account or if we suspend or terminate your account, we reserve the right to maintain your account registration and trading information for a period not less than 5 years, in accordance with applicable laws and regulations.

DEATH OF USER

7.1. In the unfortunate event of the death of a User who is a natural person, if we receive a legal document confirming the User's death or any other information that leads us to believe that the User has passed away, we will take the following action:

7.1.1. We will freeze the User's account, which means that no transactions or activities will be permitted on the account.

7.1.2. To grant access to the designated fiduciary in the event of a User's death, we may request supporting legal documents such as:

7.1.2.1. Death Certificate: A certified copy of the User's Death Certificate, which provides official documentation of the User's death.

7.1.2.2. Probate Document or Letter of Administration: These documents establish the legal authority of the designated fiduciary to act on behalf of the deceased User and manage their estate.

7.1.2.3. Valid Will or Similar Testamentary Document: If the User has left a valid Will or any other testamentary document specifying the designated fiduciary, we may require a copy of such a document to verify the fiduciary's authority.

7.1.3. If we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation for the diseased User’s account, we reserve the right to require an order from a court of competent jurisdiction to resolve any issues or disputes concerning the fiduciary designation.

7.1.4. Pursuant to clause 7.1, in the unfortunate event of the death of a User, the staked amount will be released after the applicable locked period as chosen by the deceased User. This means that if the User had staked a specific amount of Virtual Assets, those assets will be released to the designated fiduciary after the locked-up period has ended.

7.1.5. Accordingly, the designated fiduciary will be given two (2) opportunities to access the deceased User's account. The specific manner and procedure for granting access to the fiduciary will be outlined in the respective clauses.

7.1.5.1. Firstly, upon receiving all legal documents as stipulated in clause 7, we will grant access to the deceased User's account for a period of forty-eight (48) hours. During this timeframe, the fiduciary will have the ability to transfer all the remaining Virtual Assets from the deceased User's account to his/her own wallet or any desired wallet address as he/she sees fit.

7.1.5.2. Secondly, the designated fiduciary will be permitted to withdraw the staked amount and the accumulated interest after the entire locked-in period has been fulfilled. Additionally, the designated fiduciary will need to wait for an additional period of thirty (30) or more days, before he/she can initiate the withdrawal process. By accepting this term, you acknowledge and understand that the volatile nature of the staked Virtual Asset may have an impact on the value of both the principal amount and the accumulated interest, and this volatility may result in potential gains or losses.

LIQUIDATION OF USER

8.1.1. In the event of the liquidation of a Corporate Client, which is a legal entity, whether through voluntary or involuntary liquidation, bankruptcy, or liquidation by court order or authority, the Authorized person of the Entity and/or the Ultimate Beneficial Owner (UBO) of such entity shall have the right to claim the Virtual Asset owned in their corporate account.

8.2.2. To initiate the process, the Authorized person of the Entity and/or UBO of the Corporate Client will need to submit the necessary legal documents related to the liquidation of the entity. Once the documents are received and verified, the Corporate Client will be granted the right to withdraw, sell, or transfer the Virtual Asset.

UNCLAIMED PROPERTY

9.1. If you have Virtual Assets held in your KoinBay account and there is no record of your use of our Services for a period of more than ten years, we may categorize these funds as "Unclaimed Property." In such cases, the funds will be placed in the custody of KoinBay, and we will adhere to the applicable laws and regulations, specifically those pertaining to unclaimed property of Virtual Assets if such laws exist or are introduced in the future.

FORCE MAJEURE CLAUSE

10.1. In no event shall we be liable for any inaccuracy, error, delay or omission, failure in performances, or interruption of services of any transmission or delivery of information as required by these Terms or caused by, directly or indirectly, forces beyond its reasonable control of KoinBay, including but not limited to any act of God, the action of government, act of terrorists, war, fire, interruptions in telecommunications or internet services or network provider services, software malfunctions, strikes, work stoppages, accidents, civil or military disturbances, or any other catastrophe or any other causes beyond our reasonable control.

LIMITATION OF LIABILITY

11.1. In no event shall KoinBay, its affiliates and service providers or any of the respective officers, shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, joint ventures or contractors, be liable for any special, incidental, indirect, intangible, punitive, consequential damages or any lost profits, diminution in value, any loss, damage, breach of data arising out of Services, any performance or non-performance of Services or other product provided by or on behalf of KoinBay and its affiliates, whether under tort, contract, statute, strict liability, negligence or otherwise arising out of or in connection with authorized or unauthorized use of our Platform or Services or contract even if an authorized representative of KoinBay has been advised of or knew or should have known of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy or compensation of its essential purpose, except to the extent of a final judicial determination that such damages were result of our gross negligence, fraud, willful misconduct or intentional violation of law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.

DISCLAIMER OF WARRANTIES

12.1. To the maximum extent permitted under applicable law, Services provided by or on behalf of KoinBay are offered on an “as is'' and “as available” basis, without any representation or warranty, whether we expressly, impliedly, or statutorily disclaim them, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, or non-infringement or warranties arising from course of performance, course of dealing, or usage in trade. Without limiting the foregoing, we do not represent or warrant that our Platform or Services are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. Further, we do not guarantee that any order will be executed, accepted, recorded, or remain open. Except for the express statements, agreements, and rules set forth in these Terms. You hereby acknowledge that information you store or transfer through the Services may become irretrievably lost, corrupted, or temporarily unavailable due to a variety of causes, including software failures, protocol changes by third-party providers, internet outages, force majeure events, or other disasters, including third party distributed denial of service (DDoS) attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through our Services.

INDEMNIFICATION

13.1. You agree and acknowledge that you will indemnify and hold KoinBay, its affiliates, service providers, directors, agents, respective officers, employees, joint venturers, representatives, contractors, and licensors harmless from any and all claims, demands, losses, proceedings, suits, or damages, costs or expenses, including attorney’s fees, and any fines, fees, or penalties imposed by any regulatory authority arising out of or related to any violation or breach of this agreement or any applicable law, regulation, or rights of any third party. In such circumstances, we reserve the right, in our sole discretion, to control any action or proceeding in the manner we wish to settle it.

DISPUTE RESOLUTION PROCESS

14.1. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration under the London Courts of International Arbitration (LCIA) Rules. The arbitration shall be conducted by a sole, neutral arbitrator and shall take place at LCIA London. The proceedings shall be conducted in the English language. The decision reached through arbitration will be final and binding on all parties involved. The governing law of these Terms shall be the substantive law of the Commonwealth of Dominica.

CLASS ACTION WAIVER

15.1. You and KoinBay agree that, to the extent permissible by law, all claims must be brought in a party’s individual capacity, and not on a class, representative, or collective basis, and the parties hereby agree to waive all rights to have any dispute brought, heard, administered, resolved, or arbitrated on a class, collective, or representative basis. Disputes involving more than one User cannot be arbitrated or consolidated with those of any other User. Combining or consolidating individual Arbitrations into a single Arbitration is not permitted without the consent of all parties. The purpose of this provision is to establish that disputes will be resolved individually rather than through collective or class actions.

PRIVACY POLICY

16.1. Our privacy and the protection of your Personal data are of the utmost importance to us. We are committed to handling your Personal data responsibly and in accordance with applicable data protection laws. To understand how we collect, use, store, and disclose your personal information, as well as your rights and options regarding your personal information, please review our Privacy and Cookie Policy.

MODIFICATIONS

17.1. KoinBay reserves the right, at our sole discretion, to modify, amend, supplement, or replace Policy at any time indicating the date on which the latest changes were published at the top of this page.

17.2. Our Platform Policies and Terms may be revised or updated periodically to meet the necessary requirements and standards. KoinBay encourages You to regularly visit our Platform to stay informed about any changes to these Policies and the Terms. Your continued access to the Platform means that you agree to the updated content and to abide by the updated Terms. The most updated version of this Policy is available at https://www.KoinBay.com/en_US/#

17.3. Any differences between this Policy and the Terms and Conditions, the former Terms and Conditions prevail.

GOVERNING LAW

18.1. The laws of the Commonwealth of Dominica apply to these Terms. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the Commonwealth of Dominica courts.