Exchange Agreement

This Exchange Agreement ("Agreement") is an agreement between Astound Group Ltd ("CTX.com", "CTX", "we", "company", "us", "our") a company registered in England and Wales (11348410) and you ("Client", "You", "Your"). Client and CTX being individually a "Party" and together the "Parties", and applies to Client or Client's End Users' (as defined below) use of: (a) the CTX website located at www.CTX.com (the "Site"), the CTX API, and any associated CTX-hosted websites, embedded applications or mobile applications (collectively the “CTX Services”), and (b) any of the CTX services provided to Client or to the users of Client's products or services (collectively, “End Users,”, “User(s)”). By using the site and any CTX services, you agree that you have read, understood, and accept all of the terms and conditions contained herein, as well as our User Agreement, Privacy Policy and Cookie Policy.

ENTERING INTO THIS AGREEMENT CONSTITUTES A WAIVER OF YOUR RIGHT TO A TRIAL BY JURY AND PARTICIPATION IN A CLASS ACTION LAWSUIT.

1. General Use

1.1 Eligibility. By continuing to use our Services, you are entering into this User Agreement and affirming you are an individual, of at least 18 years of age, have the full capacity to enter into this User Agreement and fully agree to be legally boundby the terms and conditions of this User Agreement, the Cookie Policy, the Privacy Policy and Service Terms as applicable to each and any CTX Services you use.

1.2 Modification. From time to time we may change the terms of this User Agreement. Any such changes shall take effect when posted, or when you use the Services. Your continued use of the Services shall signify your acceptance to be bound by the latest User Agreement. You should read the User Agreement carefully on each occasion you use any CTX Services.

1.3 English Law. The Agreement shall be governed by and construed in accordance with English law.

1.4 Jurisdiction. The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

1.5 Repair Clause. If any provisions of these Terms might be wholly or in part null and void and/or invalid and/or unenforceable as a result of any statutory regulation, judicial decision, or otherwise, this will have no consequences whatsoever for the validity of all other provisions of these general terms and conditions or the underlying Assignment/Agreement.

1.6 Survivorship. If any provision in the Agreement or any part of the Agreement cannot be relied on in law, the remaining part of the Assignment will remain in full force, always provided that provisions in the part which cannot be relied on will be deemed to have been adjusted in such a manner that reliance thereon will be possible, whereby the intention of parties with regard to the original provision or original part will remain in existence as much as possible.

1.7 Service Termination CTX may at any time, at its sole discretion, cease the operation of the CTX Services or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that CTX does not assume any responsibility nor liability with respect to, or in connection with the termination of the Service and/or loss of any data.

2. Exchange Services

2.1 The “Exchange Services” provided by CTX exist solely out of allowing End-Users to access the exchange widget and exchange API built by CTX, through which End-Users can interact and transact with various third parties that offer fiat-to-cryptocurrency conversion services (“Fiat Gateways”).

2.2 For the purpose of our Exchange Services, CTX is solely a provider of technical infrastructure allowing supply and demand for fiat-to-crypto conversion services, customer and wallets to find each other and does not sell cryptocurrencies, does not convert fiat currencies into cryptocurrencies and never holds customers fiat currencies. CTX is not party to any transactions which may occur between End-Users and third-party Fiat Gateways, and CTX does not take custody of End-User funds.

2.3 CTX has a limited capacity to provide customer support for transactions between End-Users and Fiat Gateways. CTX is not able to provide customer support regarding identification procedures and transaction monitoring (Know-Your-Customer and Anti-Money-Laundering procedures), cancellations, refunds and transaction limits. Any contractual agreements, terms, and conditions applicable to transactions between End-Users and third-party Fiat Gateways are governed by the relevant agreement(s) in place between End-Users and third-party Fiat Gateways.

2.4 In order to provide and optimize our Exchange Services, we process a limited amount of user data, as governed by CTX’s privacy policy. All other personal data, which is inputted by users and processed in relation to transactions between End-Users and third-party Fiat Gateways, is governed by the privacy policies of such Fiat Gateways, which policies are to be accepted by the End-User upon making such transactions, together with the terms and conditions from those Fiat Gateways.

3. Warranties

3.1 As CTX is not a party to transactions between End-Users and Fiat Gateways, we cannot and do not make any representations or warranties of any kind with regards such transactions or the services provided by Fiat Gateways.

3.2 CTX’s Exchange Services, Exchange widget(s) and/or Exchange API(s) are provided ‘as is’, and while we represent that we will make reasonable endeavors to ensure our Exchange Services meet your expectations, we make no representations or warranties about:

a) the uptime, reliability or availability of our Exchange Services, or about our Exchange Services being completely error-free, as they might go offline or be unreliable for a variety of reasons, including reasons related to updates, problems with communication networks, hardware problems, software problems, bugs, external attacks or other reasons;

b) the correctness of information displayed on our website, widget or through our API, including, but not limited to information about available Fiat Gateways, information about offers made by Fiat Gateways such as applicable conversion ratios, information about fees applicable to such offers, and information about network fees, as such conversion ratios and fees may be subject to changes for a variety of reasons (such as transaction delays, market volatility and sudden network congestion) outside of CTX’s control, before, during or even after transactions have been initiated;

c) the legitimacy, availability, suitability for purpose, security or reliability of fiat-to-crypto conversion services offered by third-party Fiat Gateways, as we have no control over such services; and

d) the legitimacy, availability, suitability for purpose, security or reliability of implementations of CTX's Exchange API or Exchange Widget where these are integrated and/or adapted by third-party wallets, applications, websites, exchanges or protocols.

4. User warranties

4.1 You, as End-User, shall not:

a) copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the widget, website or API in any way;

b) interfere with or violate any right to privacy or other rights, or harvest or collect personally identifiable information about visitors or End-Users without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;

c) interfere with or disrupt the operation of the Exchange Services, or the servers or networks that host the Exchange Services or make the Exchange Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;

d) provide any false, misleading or inaccurate information or impersonate others;

e) enter into this agreement on behalf of any third party; or

f) violate any applicable laws by entering into this agreement.

5. Limitation of liability

5.1 In no event shall CTX be held liable for any damages of any kind related to possible contractual relation(s) and transaction(s) between End-Users and third-party Fiat Gateways, as CTX is not a party to such transactions.

5.2 CTX shall further not be held liable for any costs or damages resulting from any incorrectness of information displayed on our website, widget or through our API, for any errors, bugs, hacks, breaches, viruses, worms, harmful software or (other) attacks aimed at our security or the security of other infrastructure or third-party interfaces related or connected to the Exchange Services, for any incorrect data input by the End-User, any incorrect performance of our Exchange Services, and any malfunctioning of any computer, server or blockchain, including attacks on such components, unless these damages are attributable to gross negligence or intent on the side of CTX.

5.3 CTX shall further not be held liable for indirect damages, including, but not limited to, lost profits, lost income, missed opportunity, appreciation or depreciation of (digital) assets or consequential damages claimed to arise as a result of (a lack of) availability, reliability or a lack of uptime of CTX’s Exchange Services.

5.4 CTX shall further not be held liable for damages resulting from any incorrectness of data input by the user, including incorrect input of public keys, which may result in the End-User losing all its funds, as well as any damages resulting from any risks that are inherently related to the owning and/or use of cryptocurrencies or other digital tokens, such as damages resulting from unknown technical defects, legislative or regulatory changes, any fluctuations in value.

5.5 In any case, CTX’s liability to any specific End-User will be limited to the total amount of revenue CTX has received from a third-party Fiat Gateway for its Exchange Services in relation to that specific End-User.