User Agreement
Welcome!
Thanks for visiting Crypt Exchange Miami (CXM), a store chain operated by and proprietary to Global Market Business USA, Inc. a Florida Corporation (d/b/a Crypto Exchange Miami). You agree and understand that by using our services, you are agreeing to enter into this user agreement and terms of service (the “User Agreement”) by and between you and Global Market Business USA, Inc. (GMB) and be legally bound by its terms and conditions, so please read them carefully. If any term or condition of this User Agreement is unacceptable to you, please do not visit, access, or use GMB. Use of the words “we,” “us,” or “our” in this User Agreement refers Global Market Business USA, Inc and any or all of its affiliates.
Using our services
By requesting services from CXM and opening an account, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this User Agreement by and between you and Global Market Business USA, Inc , and agree to be legally bound by the terms and conditions of this User Agreement in their entirety. You agree and understand that by carrying out one buy or sale transaction of crypto currency with CXM following any change to this User Agreement, your action of conducting a transaction shall constitute your agreement to the amended User Agreement by and between you and Global Market Business USA, Inc and you agree to be legally bound by its terms and conditions as amended. You should read this User Agreement from time to time. You agree and understand that we have the right to require your affirmative assent and continuing acceptance of this User Agreement, from time to time, as a condition of you using any Global Market Business USA, Inc Services (as defined below). If you do not agree to be bound by this User Agreement, you should not access or use any Global Market Business USA, Inc Services. Should you disagree to this User Agreement (including any changes or amendments), please follow the procedures in accordance with the Account Closure section .In order to use Global Market Business USA, Inc and the Crypto Exchange Miami Services, you must first successfully provide the required identification information pursuant to our Bank Secrecy Act (“BSA”) and Anti-Money Laundering (“AML”) Compliance Program (collectively, our “BSA/AML Program”).
Please note that the section on Dispute Resolution contains an arbitration clause and class action waiver. By agreeing to this User Agreement, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action, whether that be a class action, class arbitration, or representative action.
Feel free to print and keep a copy of this User Agreement, but please understand that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this User Agreement here on this page.
Applicable Laws and Regulations
Your conduct on GMB/CXM is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”) including, but not limited to:
- Money Service Business (“MSB”) regulations under the Financial Crimes Enforcement Network (“FinCEN”);
- Florida money transmission laws;
- Laws, regulations, and rules of relevant tax authorities;
- Applicable regulations and guidance set forth by FinCEN;
- The Bank Secrecy Act of 1970 (“BSA”);
- The USA PATRIOT Act of 2001 (“Patriot Act”);
- AML/CTF provisions as mandated by U.S. federal law and any other rules and regulations regarding AML/CTF;
- Issuances from the Office of Foreign Assets Control (“OFAC”);
- Regulations promulgated by the Florida Department of Financial Services (“FLDFS”) from time to time.
You unequivocally agree and understand that by signing up to GMB and opening an account and using GMB in any capacity, you agree and understand to act in compliance with and be legally bound by this User Agreement as well as the Applicable Laws and Regulations. For the avoidance of doubt, the receipt of all transaction fee discounts and rebates and continued use of your account is conditioned on continued adherence at all times to this User Agreement and all Applicable Laws and Regulations.
Digital Assets
As used herein, “Digital Asset” means a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “virtual commodity”), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
Your CXM Account
Account Opening
Only individuals or institutions that have opened an account (“CXM Account”) and successfully completed our BSA/AML Program are considered CXM customers (each, a “CXM Customer”). You agree that you will not allow any persons to access or use your CXM Account. You warrant and agree that you are a beneficial owner and/or designated representative of the said institution. You hereby authorize us, or a third-party service provider, to take any measures that we consider necessary to verify and authenticate your identity, confirm the information you submit about yourself (and your institution, if applicable), and to take any action we deem necessary based on the results. To the extent that you would like more information on completing our BSA/AML Program, please email compliance@cryptoexchangemiami.com.
Account Closure
You may close your account at any time. You agree and understand that closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open orders and, in accordance with the provisions of this User Agreement, provide transfer instructions of where to transfer any fiat currency and/or Digital Assets for transactions remaining in your account. You are responsible for any fees, costs, expenses, charges, or obligations (including, but not limited to, attorney and court fees or transfer costs of fiat currency or Digital Assets) associated with the closing of your account. In the event that the costs of closing of your account exceed the value in your account, you will be responsible for reimbursing us. You may not close your accounts to avoid paying any fees otherwise due or to avoid any examination related to our BSA/AML Program.
We may close your account at any time and for any reason. You agree and understand that we have the sole discretion regarding the closure of your account, and may do so with or without prior notice.
Account Suspension
You agree and understand that we have the right to immediately (i) suspend your account and all accounts beneficially owned by you or for which you are a representative or authorized signatory and, in the case of entities, any affiliates (each, a “Related Account”), (ii) freeze/lock the funds and assets in all such accounts, and (iii) suspend your access to CXM, until a determination has been made, if we suspect, in our sole discretion, you and/or any such accounts to be in violation of:
-Any provision of this User Agreement;
-Any Applicable Laws or Regulations;
-Our BSA/AML Program; or
-Our Marketplace Conduct Rules,
at any time since the opening of such account or Related Account (each, a “Conduct Violation”).
You further agree and understand that we have the right to immediately (i) suspend your account and any Related Account, (ii) freeze/lock the funds and assets in all such accounts and seek to recover additional funds in the event that the funds and assets in your accounts are insufficient to cover CXM's losses, and (iii) suspend your access to CXM until a determination has been made, if:
-We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
-The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
-The account has a negative balance for any reason;
-The account has a balance that needs to be reconciled for any reason;
-Your ACH deposit was returned to your bank;
-We believe someone is attempting to gain unauthorized access to the account;
-We believe there is unusual activity in the account;
-We believe you are using CXM in an unauthorized or inappropriate manner.
If your account has been suspended, you will be notified when visiting CXM. We may, in our sole discretion, give Written Notice that your account has been suspended and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.
Account Investigations
You agree and understand that we have the right to immediately investigate your account and any Related Account, if we suspect, in our sole discretion, that you and/or any such account has committed a Conduct Violation.
You further agree and understand that we have the right to immediately investigate your account and any Related Account, if:
We are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;
The account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;
We may, in our sole discretion, give Written Notice that your account is the subject of an investigation and may, in our sole discretion, share the general nature of the investigation, if permitted to do so by law.
If we suspect that an account has committed a Conduct Violation that pertains to our Conduct Rules, we will give Written Notice and share the general nature of the allegations as well as the specific provisions of our Conduct Rules that appear to have been violated. You will have the right to submit, within seven calendar days from the date of notification, a written statement to our Chief Compliance Officer (“CCO”) explaining why no disciplinary action should be taken.
You agree and understand that upon our request and within the time frame designated by us, you and any related party are obligated to respond to any interrogatories in writing and to furnish any documentary materials and other information in connection with any investigation initiated pursuant to this User Agreement. You agree and understand that neither you nor any related party shall impede or delay any investigation or proceeding conducted pursuant to this User Agreement, nor refuse to comply with any request made pursuant to this User Agreement.
Following the conclusion of an investigation, our CCO will make, in his or her sole discretion, a determination based upon the weight of the evidence. If a suspected Conduct Violation pertains to our Conduct Rules, our CCO may consider a variety of factors in assessing whether your conduct violated our Conduct Rules, including, but not limited to:
-Whether your intent was to acquire cryptocurrencies to carry out illegal transactions;
-Whether your intent was to acquire cryptocurrencies to provide liquidity to an unregistered business;
-Whether your intent was to acquire cryptocurrencies on behalf of an undisclosed third party;
-Using cryptocurrencies in the Dark Web;
-Your historical pattern of activity;
You agree and understand that if your account or any Related Account is determined, in our sole discretion, to be have committed a Conduct Violation, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations.
Account Remedies for Breach
You agree and understand that if you, your account, or any Related Account is determined, in our sole discretion, to have committed a Conduct Violation, we have the right to debit from your account or any Related Account any damages suffered by us as a result of the Conduct Violation. You further agree and understand that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other User to commit a Conduct Violation, you and that User will be jointly and severally liable for the whole value of any damages to which we are entitled under this subsection and any such amounts may be debited, in our sole discretion, from your account, that User’s account, or in each case, any Related Account. We will deduct any such amounts from any outstanding Fiat and/or Digital Asset outstanding transaction(s). In addition, you agree and understand that we may alternatively collect some or all of any such amounts by offsetting them against any amount owing to you from CXM. If you disagree with any determination made or remedy exercised under this subsection, you may bring an arbitration action pursuant to the ‘Dispute Resolution’ section of this User Agreement.
Account Termination
You agree and understand that we have the right to terminate your access to CXM and any account at any time and for any reason, and that if we do so, your rights and obligations under this User Agreement will continue. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations. If your account is terminated, we will return your funds, less the value of any fees and/or damages that we are entitled to pursuant to this User Agreement. If your account is no longer subject to an investigation, court order, or subpoena, you authorize us to return your funds (less any fee and/or damages to which we are entitled) to any bank account owned by you, unless otherwise required by law. If there is a Digital Asset balance remaining in your account, you agree to provide us with a Digital Asset address within seven calendar days upon receiving Written Notice, so that we can return the remaining Digital Assets to you. If you fail to do so, you hereby agree that we are permitted to sell any remaining Digital Assets on the open market at a price within 5% of the Prevailing Market Price and return the proceeds (less any fee and/or damages to which we are entitled) to any bank account owned by you.
Legal Process
You agree and understand that we, as well as our affiliates, service providers, their respective officers, directors, agents, joint venturers, employees and representatives (collectively, the “CXM Service Providers”), may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which any of us reasonably and in good faith believe to be valid. We and any CXM Service Provider may, but are not required to, notify you of such process by electronic communication. We and any CXM Service Provider may charge you for associated costs, in addition to any legal process fees. You agree to indemnify, defend, and hold all of us harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, or damages associated with our compliance with any process that any of us reasonably believe in good faith to be valid. You further agree that we and any CXM Service Provider may honor any legal process, regardless of the method or location of service.
Unclaimed Funds
If we are holding any balance on your account, we may be required, upon the passage of applicable time periods, to report any remaining funds in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to give Written Notice. If you fail to respond to any such Written Notice within seven Business Days (as defined herein) or as otherwise required by law, we may be required to deliver any such funds to the applicable jurisdiction as unclaimed property. We reserve the right to deduct an administrative fee resulting from such unclaimed funds, as permitted by Applicable Law and Regulations.
Unclaimed Funds and incorrect Digital Asset accounts
Upon conducting a transaction, you will be required to review and certify that the blockchain address at which the Digital Asset is to be delivered corresponds to an address owned and accessible to you. We will submit the transaction for the amount of cryptocurrency agreed, to the address you specified, reviewed, and certified. You acknowledge, understand, and agree that blockchain transactions are not reversible, and once the transaction has been submitted we have complied with our part of the operation. We are not responsible for any funds sent to an address you provided to us, if said address is incorrect or you do not have control of said address. You also acknowledge, understand, and agree, that those funds are non-recoverable and they cannot be considered "unclaimed funds". Furthermore, you agree to assume all responsibility and hold CXM harmless in the event you provide us with an incorrect address or an address you do not have control off for any losses incurred.
BSA/AML Compliance
Our BSA/AML Program is guided by the Bank Secrecy Act, specifically, the AML and Counter-Terrorist Financing (“CTF”) provisions, as mandated by U.S. federal law, the Patriot Act, and all other rules and regulations regarding AML and CTF. These standards are designed to prevent the use of CXM for money laundering or terrorist financing activities. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes.
Patriot Act Notification
Please also note that Section 326 of the USA PATRIOT ACT requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. This federal requirement applies to all new users. This information is used to assist the United States government in the fight against the funding of terrorism and money-laundering activities.
What this means to you: when each person opens an account on CXM, we will ask each person for his or her name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her.
Source of Funds
You agree, represent, and warrant that all funds in your account, or funds exchanged or to be exchanged by you in the future on CXM, are not the direct or indirect proceeds of any criminal or fraudulent activity.
You are not allowed to sell us crypto currencies with funds from a sender other than yourself. Any funds we receive from a sender other than yourself will be considered unauthorized. We reserve the right to investigate the source of any funds sent by you and determine, in our sole discretion, how to handle their disposition. Following our review of any funds in question and the circumstances by which we received them, we may determine that you are not the owner of such funds. If such a determination is made, we reserve the right to dispose of these funds in accordance with Applicable Laws and Regulations and in our sole discretion.
Sanctions Programs
Pursuant to the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), we are prohibited from providing services or entering into relationships with certain individuals and institutions. In the event that we are required to block funds associated with your account in accordance with a sanctions program, or other similar government sanctions programs, we may: (i) suspend your account; (ii) terminate your account or; (iii) return funds to the destination of their origin or to an account specified by authorities. We are not responsible for any losses, whether direct or indirect, that you may incur as a result of our complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.
Crypto Exchange Miami
We operate an exchange (“Exchange”) that facilitates the buying and selling of Digital Assets. Each transaction that occurs between you and CXM is performed on the blockchain of the corresponding Digital Asset.
Prices
You agree that CXM will set a price for each Digital Asset that is different from that of the main online exchanges. Since the price of a Digital Asset in Fiat currency differs from one exchange to another, the reference price quoted ("Spot Price") will be obtained from an exchange of our choice, and may vary from one transaction to another. We will identify the source of the Spot Price prior and during the execution of the transaction. The difference in price between our selling or buying price for a Digital Asset, and the Spot Price for that specific Digital Asset is the "spread". We reserve the right to adjust the spread as we deem appropriate in response to demand, supply, and market conditions.
Blockchain Fees
Digital Asset transactions generally have blockchain fees associated. ERC20 tokens have "fuel" fees associated. We will establish the fees to be included on each transaction in order for miners to add transactions to the block to be processed within a reasonable time. The fees will be deducted from the amount of the Digital Asset being transacted.
Confirmations
A confirmation occurs when the block where a transaction is contained in is added to the blockchain. At that time, the transaction is confirmed. Subsequent blocks added to the blockchain are considered additional confirmations (one per added block). We reserve the right to require a reasonable number of confirmations prior to consider a transaction completed.
In the case of purchases of Digital Assets from you, we will let you know in advance how many confirmations we require to disburse the Fiat currency related to the transaction.
In the case of sales of Digital Assets to you, we require payment in Fiat prior to sending the transaction to the block chain. We deem the transaction completed after 2 confirmations.
Transactions can be delayed hours or even days if the network fee associated with the transaction is very low.
Fiat Currency - US Dollars and Foreign Currencies
CXM accepts foreign currency (legal tender of countries or regions outside of the United States of America) as payment for Digital Assets. However, CXM shall convert the foreign currency into U.S. Dollars and execute the transaction using U.S. Dollars. There are two transactions involved: the conversion to USD, and the acquisition of Digital Assets. You agree that by paying in Fiat currency other than U.S. Dollars, there may be additional fees and a spread on the Fiat currency spot price which is included in the price quoted for the foreign Fiat currency.
Conduct Rules
You agree to abide by and understand that we enforce the following standards of conduct rules (“Conduct Rules”) designed to prevent the use of CXM for illegal practices. We take our Conduct Rules very seriously and it is our policy to take all the necessary steps to prohibit any illegal use of funds received from, or sold to, CXM. Keep in mind that blockchain transactions generally are not anonymous and transactions can be tracked down to all the parties involved. Because CXM deals with other exchanges in an institutional basis, any indication of illegal activity associated with Digital Assets may negatively impact CXM relationship with said institutions. The following activities related to the use of Digital Assets are strictly prohibited on CXM:
Fraudulent Acts
Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any activity related to CXM.
Dark Web Market
Neither you nor any related party shall engage or attempt to engage in the acquisition of, or sale of, goods or services which are illegal or considered illegal in your jurisdiction in the Dark Web, TOR network, or any other area, online or physical.
Financing of Terrorist
Neither you nor any related party shall engage in the financing, through donations, or any other means, using Digital Assets acquired at CXM, of any groups that have been designated as a terrorist organization by the United States or any other allied governments.
Ransomware Payments
The Department of the Treasury advisory of October 1, 2020, establishes a significate risk associated with facilitating ransomware payments. Therefore, neither you nor any related party shall engage in the acquisition of Digital Assets for the purpose of paying a ransom related to ransomware. Victims of ransomware should contact the US Department of the Treasury's Office of Cybersecurity and Critical Infrastructure Protection at 202-622-3000.
Custody
CXM does not provide custodial services of Digital Assets. You agree that you are solely responsible for storing and keeping safe the private keys related to your Digital Assets.
Code of Conduct
We work hard to make CXM safe, secure, and compliant. To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behavior that is disrespectful. This type of behavior is a direct violation of our Code of Conduct and this User Agreement. If you engage in this type of behavior, we will politely ask you to stop. If you continue to engage in this type of behavior, we will terminate your account.
Third-Party Service Providers
You agree and understand that we may use third parties to gather, review, and transmit your data and activity from one or more of your financial institutions to us. By using CXM, you agree to grant third-party providers that we may engage the right, power, and authority to access and transmit your data, activity, and personal and financial information from one or more of your financial institutions to us in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.
You agree and understand that we may use third parties to gather, review, and submit or facilitate submitting your data and activity from us to regulatory authorities on our behalf. By using CXM, you agree to grant third-party providers that we may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to regulatory authorities on our behalf and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.
Third-Party Information Accuracy and Usage
An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, wallets, and/or miners of Digital Assets. The third-party information we may provide through CXM has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it to any other person or entity without our written consent or the consent of the Information Provider, if required.
Tax Advice and Information
You agree and understand that CXM does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using CXM or implementing any financial plan. You also agree that you are responsible for any taxes related to your transactions with CXM.
Non Solicitation
You agree and understand that you have not and do not expect to receive any investment advice from us nor any of our affiliates in connection with your transactions. In addition, you agree and understand that your review of our blog and/or FAQ does not constitute any solicitation or investment advice.
Investment Advice
You agree and understand that all investment decisions are made solely by you. You agree and understand that we accept no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You agree and understand that under no circumstances will CXM and your use of CXM be deemed to create a relationship that includes the provision of or tendering of investment advice.
Accessing Global Market Business USA, Inc. Network
You agree and understand that you are not allowed to enter any restricted area of any computer or network of Global Market Business USA, Inc. or any GMB/CXM Service Provider under any circumstances, or perform any functions that are not authorized by this User Agreement.
Prohibited Use
Export Controls
The services we provide are subject to United States and international export controls and economic sanctions requirements. By purchasing Digital Assets on CXM, you represent and warrant that your acquisition and use of any such Digital Assets comports with those requirements. Without limiting the foregoing, you may not buy Digital Assets on CXM or use any of our services that we provide if: (i) you are in, under the control of, or a national or resident of any country subject to United States embargo, United Nations sanctions, HM Treasury’s financial sanctions regime (each, a “Prohibited Jurisdiction”), or if you are on the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List, or HM Treasury’s financial sanctions regime (each, a “Governmental Watchlist”); or (ii) you intend to sell any Digital Assets bought on CXM or offer any services that we provide on CXM to any country, national, or resident of a Prohibited Jurisdiction or to any person on a Governmental Watchlist.
Gambling Policy
It is generally illegal in the United States – without a government-issued license – to require a person to pay money, give something of value, or expend significant effort (in legal terms, “consideration”) to enter or participate in an activity or promotion in which he or she may win a prize if there is a significant degree of chance involved (e.g., a random drawing to determine winners) (“Illegal Gambling”).
As such, we have a Gambling Policy that prohibits the use of CXM for storing, sending, or receiving wagers or proceeds of Illegal Gambling. Proceeds derived from trading contracts for differences and spread bets on licensed and regulated platforms do not constitute Illegal Gambling or a violation of our Gambling Policy. We employ a number of methods to detect violations of our Gambling Policy.
You agree and understand that we have the right to immediately (i) suspend your account and any related account, and (ii) suspend your access to CXM, if we suspect, in our sole discretion, any such accounts to be in violation of our Gambling Policy, which is a direct violation of this User Agreement.
You agree and understand that if your account or any related account is determined, in our sole discretion, to be in violation or to have been in violation of any provision of our Gambling Policy, which is a direct violation of this User Agreement, we have the right to terminate any such accounts and take any and all necessary and appropriate actions pursuant to this User Agreement and/or Applicable Laws and Regulations.
General Provisions
You agree and understand to be legally bound by the terms and conditions set forth in this User Agreement and that this User Agreement governs your use of CXM and the services we provide. By signing “I AGREE,” during the account opening process which occurs at the time you request your first transaction, you agree and understand to be legally bound by the terms and conditions of this User Agreement and agree and understand that you have received the disclosures set forth herein. If you do not agree to be legally bound by the terms and conditions of this User Agreement, do not sign “I AGREE” and please do not visit, access, or use CXM in any capacity or manner. Whether or not you sign “I AGREE,” if you use CXM in any capacity or manner, you agree, by virtue of any such action, to be legally bound by the terms and conditions of this User Agreement (including any changes or amendments) in their entirety.
Disclaimer of Warranties
For the avoidance of doubt, neither we nor any CXM Service Provider are giving investment advice, tax advice, legal advice, or other professional advice by allowing you to use CXM and the services we or any CXM Service Provider provide, including, but not limited to, the ability to buy or sell Digital Assets or fiat currency. In addition, neither we nor any CXM Service Provider recommend, or endorse that you buy or sell Digital Assets, including bitcoin, ether, or any other asset, or that you make any investment. Before engaging in any trading or investment activity, you should always consult a qualified professional.
THE SERVICES WE AND CXM SERVICE PROVIDERS PROVIDE ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. NEITHER WE NOR ANY CXM SERVICE PROVIDER REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF CXM OR THE INFORMATION CONTAINED THEREIN OR SERVICES CONTAINED THEREON. CXM DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE OR LOCATIONS, OR USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.
Disclaimer of Liability
EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER WE NOR ANY CXM SERVICE PROVIDER SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF WE AND/OR ANY CMX SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF CXM OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT.
MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER WE NOR ANY CXM SERVICE PROVIDER SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF WE AND/OR ANY CXM SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS USER AGREEMENT, YOUR USE OR ATTEMPTED USE OF CXM OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS USER AGREEMENT.
IN NO EVENT SHALL WE OR ANY CMX SERVICE PROVIDER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF CMX OR ANY SERVICES PROVIDED BY US OR ANY CXM SERVICE PROVIDER, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF ANY CXM SERVICE PROVIDER OR CONTINGENCIES BEYOND OUR OR ANY CXM SERVICE PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING CXM, THE SERVICES THEREON OR THE INFORMATION THEREIN. IN NO EVENT SHALL WE OR ANY CXM SERVICE PROVIDER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF CXM, THE SERVICES THEREON OR THE INFORMATION THEREIN.
THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. NEITHER WE NOR ANY CXM SERVICE PROVIDER GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO CXM.
IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS USER AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION.
Reasonable Care
We agree to take reasonable care and use commercially reasonable efforts in executing our responsibilities to you pursuant this User Agreement, or such higher care where required by law or as specified by this User Agreement.
You agree that we cannot be held responsible for any failure or delay to act by any CXM Service Provider, including our Banks, Liquidity Providers, or any other participant that is within the time limits permitted by this User Agreement or prescribed by law, or that is caused by your negligence.
You further agree that neither we nor any CXM Service Provider can be held responsible for any “System Failure” (defined as a failure of any computer hardware or software used by CXM, a CXM Service Provider, or any telecommunications lines or devices used by CXM or a CXM Service Provider), or Downtime, which prevents us from fulfilling our obligations under this User Agreement, provided that we or the relevant CXM Service Provider (as applicable) used commercially reasonable efforts to prevent or limit such System Failures, or Downtime. You also agree that neither we nor any CXM Service Provider can be held responsible for any other circumstances beyond our or such CXM Service Providers’ (as the case may be) reasonable control.
In addition, you agree and understand that any act or omission made by us or any CXM Service Provider in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in Florida, or any rule or regulation of the State of Florida, Florida Department of Financial Services, or a federal agency having jurisdiction over such party, shall constitute reasonable care and be commercially reasonable.
We use commercially reasonable efforts to provide you services through a reliable and secure platform, which includes our Exchange. From time to time, interruptions, errors or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages.
Force Majeure
You agree and understand that in no event shall we or any CXM Service Provider be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition, whether or not foreseeable, beyond our or any CXM Service Providers’ reasonable control, including, but not limited to, any act of God, nuclear or natural disaster, epidemic, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency or interruption, loss, or malfunction of equipment or utility, communications, computer (hardware or software), Internet or network provider services.
Indemnities
In no event shall we or any CXM Service Provider be liable for any act, omission, error of judgment, or loss suffered by you in connection with this User Agreement. You agree to indemnify and hold us and all CXM Service Providers harmless from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of CXM or our and any CXM Service Providers’ performance or nonperformance of duties to you.
Legal Costs
You agree to indemnify us and any CXM Service Provider for actual, reasonable legal costs and expenses directly related to your account or any related account that are a result of any regulatory inquiry, legal action, litigation, dispute, or investigation whether such situations occur or are anticipated, that arise or relate to you or your use of CXM. As a result, we will be entitled to charge you for such costs without notice, including legal and enforcement related costs that we incur. Any withholding of funds will last for a period of time that is reasonably necessary to resolve any regulatory or legal issue at hand, and we may place any amounts garnered from you in a separate account, and will pay you the remaining balance after any noted issue has been resolved. Furthermore, you agree that where such anticipated or actual actions relate to a specific asset in your account, that asset may not be transferred out of said account until the matter is resolved. We will provide copies of all invoices on request.
Entire Agreement
This User Agreement and our Privacy Policy incorporated by reference herein, comprise the entire understanding and agreement entered into by and between you and Global Market Business USA, Inc. as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any prior versions of this User Agreement), as well as every nature between and among you and us.
Assignment
This User Agreement, or your rights and obligations hereunder, may not be transferred by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void. This User Agreement shall be binding and inure to the benefit of the parties hereto, our successors, and permitted assigns.
Relationship of the Parties
You agree and understand that nothing in this User Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from this User Agreement is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this User Agreement to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and this User Agreement and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.
Injunctive Relief
You agree and understand that your obligations and the obligations of each user set forth in this User Agreement are necessary and reasonable in order to protect us and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this User Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to the us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this User Agreement or your continuation of any such breach, without the necessity of proving actual damages.
Severability
You agree and understand that if any provision of this User Agreement, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. You further agree and understand that the validity of or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of this User Agreement shall not be affected.
Change of Control
In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
Survival
You agree and understand that all provisions of this User Agreement, which by their nature extend beyond the termination or expiration of this User Agreement, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, unclaimed funds, general use of CXM, disputes with us, and general provisions, shall survive the termination or expiration of this User Agreement.
Miscellaneous
Section headings in this User Agreement are for convenience only, and do not govern the meaning or interpretation of any provision of this User Agreement. Unless the express context otherwise requires: (i) the words “hereof,” “herein,” “hereunder” and words of similar import, when used in this User Agreement, shall refer to this User Agreement as a whole and not to any particular provision of this User Agreement; (ii) the terms defined in the singular have a comparable meaning when used in the plural and vice versa; (iii) wherever the word “include,” “includes” or “including” is used in this User Agreement, it shall be deemed to be followed by the words “without limitation”; (iv) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if”; and (v) the word “or” shall not be interpreted to be exclusive.
English Language Controls
Notwithstanding any other provision of this User Agreement, any translation of this User Agreement is provided for your convenience. The meanings of terms, conditions, and representations herein are subject to their definitions and interpretations in the English language.
Written Notice
If we send an email to the email address on record for your Account, you agree and understand that this constitutes written notice (“Written Notice”) from us to you. If you email support@cryptoexchangemiami.com, this constitutes Written Notice from you to us. For all notices made by email, the date of receipt is considered to be the date of transmission.
Business Day
A business day (“Business Day”) shall mean any day other than a Saturday, a Sunday, or day when federal banks located in Florida are closed for a legal holiday or by government directive.
Non-Waiver of Rights
This User Agreement shall not be construed to waive rights that cannot be waived under Applicable Laws and Regulations, including applicable state money transmission laws in the state where you are located. In addition, our failure to insist upon your strict compliance with any term or provision of this User Agreement shall not be construed as a waiver for you to not comply with such term or provision.
Governing Law
This User Agreement, your use of CXM, your rights and obligations, and all actions contemplated by, arising out of or related to this User Agreement shall be governed by the laws of the State of Florida, as if this User Agreement is a contract wholly entered into and wholly performed within the State of Florida.
Dispute Resolution
You agree and understand that any controversy, claim, or dispute arising out of or relating to this User Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration held in Miami, Florida, administered by JAMS and conducted in English, rather than in court. You expressly agree that any dispute about the scope of this User Agreement to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court. You expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. You agree to keep any arbitration strictly confidential.
You agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party.
You agree that any such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures (the “Rules”), with the following exceptions to such Rules if in conflict:
-Any arbitration must be commenced within one year after the claim or cause of action arises;
-The arbitration shall be conducted by one neutral arbitrator;
-You agree that service of a demand for arbitration via Written Notice constitutes sufficient written notice of the Demand for Arbitration;
-Arbitration may proceed in the absence of any party if that party has been given Written Notice of the arbitration, as specified in this Agreement and/or the Rules; and
-Each side agrees to bear its own attorney’s fees, costs, and expenses.
You agree that, wherever practicable, we will seek to appoint a fair representation of diverse arbitrators (considering gender, ethnicity and sexual orientation), and will request administering institutions to include a fair representation of diverse candidates on their rosters and list of potential arbitrator appointees.
You agree to abide by all decisions and awards rendered in such proceedings and you agree that such decisions and awards rendered by the arbitrator shall be final and conclusive.
You agree and understand that this User Agreement restricts you from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and you agree that, to the extent you breach this User Agreement by seeking such relief from a court, you shall be responsible for paying CXM's attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred.
Notwithstanding the foregoing obligation to settle disputes through arbitration, you or we may assert claims, if they qualify, in small claims court in Miami-Dade County.
You agree that you or we may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. You irrevocably and unconditionally agree to waive any objection that you may now or hereafter have to the laying of venue of any action or proceeding relating to enforcement of the arbitral award in the federal or state courts located in the State of Florida.
You agree that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.
IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR FOR ANY OTHER REASON LITIGATION PROCEEDS IN COURT THEN YOU AGREE THAT YOU AND WE:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS USER AGREEMENT OR ANY OTHER MATTER INVOLVING US HERETO, AND
SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN MIAMI-DADE COUNTY, FLORIDA AND YOU AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.
You agree to arbitrate solely on an individual basis, and agree and understand that this User Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one User’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then you agree and understand that the remaining portions of these arbitration provisions in this User Agreement will remain in full force and effect.
You agree that this section of this User Agreement has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by you with respect to a dispute arising out of such matters.
State Licensing and Regulatory Disclosures
Global Market Business USA, Inc. d/b/a Crypto Exchange Miami is licensed by the Florida Department of Financial Services, Office of Financial Regulation, under Part II, F.S. 560, license number FT230000176.
For any complaints, you may contact the Office of Financial Regulations, 200 E. Gaines Street, Tallahassee, FL 32399 (850)-487-9687.
A printed version of this User Agreement shall be admissible in judicial or administrative proceedings.