This Cryptocurrency Exchange Agreement (the “Agreement”) is entered into by * * and between JM Beam Group Consultancy SL - Beambitx, a company incorporated under the
laws of Spain, under register code B55757355, having its registered
office at registered address C/ German Bernacer 69, 03203 Elche Alicante,
Spain. (“Beambitx”), of the first part, and an individual with * , residing at * * * * * (the "Client"), of the second part, effective as of DATE (the “Effective Date”). Beambitx and the Client are each referred to as a “Party” and collectively as the “Parties” throughout this Agreement.
WHEREAS, Client desires to place an order through the Beambitx OTC Site (as defined below) and obtain Beambitx’s Exchange Services on the terms and conditions of this Agreement; and WHEREAS, by entering into this Agreement, each Party represents and warrants that it has the requisite authority and the capacity to enter into, perform its obligations under and be bound by the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed as follows:
1. Exchange Services
1.1. Client agrees to purchase Bitcoin (BTC) or any other cryptocurrencies available on Beambitx's exchange (the "Exchange Services" and the “Beambitx OTC Site", respectively) via credit card or bank transfer from the Client's bank account to Beambitx's accounts, in such amounts and in such currency as shall be designated by the Client from time to time through the use of Beambitx Site. 1.2. The client wishes to exchange the amount of Euro to BTC, that shall be transferred to the designated by the Client crypto wallet. 1.3. For this transaction for Exchange Services made by the Client through Beambitx , Beambitx will charge 5 % of the transaction amount 1.4. Payments made by the Client through the Beambitx Site in EURO EUR will incur an additional charge on top of the total transaction value, as shall be determined from time to time and communicated to the Client in advance. 1.5. Client agrees and acknowledge that it shall be solely responsible for any applicable direct or indirect taxes, duties, levies imposed in connection with the Exchange Services. 1.6 Client confirm that wallet provide is owned by him and have 100% control over crypto wallet provide to Beambitx for payouts.
Client's Obligations and Acknowledgments
2.1.Client undertakes to provide all necessary information that Beambitx and Beambitx`s banking partners may require in order to perform their anti-money laundering (AML) duties and verifications, including,by way of example only and without limitation: (i) conducting a live know-your-client (KYC) verification;
(ii) providing information and documentation supporting source/origin of funds (e.g. bank statements and any supporting documentation);
(iii) carrying out email confirmation/phone call with support staff;(iv) providing a selfie with the five last digits of the Client's wallet address.
2.2. Client acknowledge that:
(i) Beambitx has extensive AML compliance duties and is entitled to perform various verifications in this regard, whether at the behest of any regulatory authority, financial institution, or at its own discretion, such as, without limitation, monitoring any transactions performed through the Beambitx Site, reporting such transactions to the local regulator, performing AML and compliance verifications using licensed third party compliance providers, etc.;
(ii) cryptocurrency exchanges carry special risks not generally shared with goveBitFiment-issued currencies or goods or commodities in a market. Unlike fiat currencies, which are backed by goveBitFiments or other legal entities, or unlike commodities such as gold or silver, cryptocurrency is a unique type of currency, backed by technology and trust. There is no central bank that can take corrective measures to protect the value of cryptocurrency in a crisis, or issue more currency. Cryptocurrencies are an autonomous and largely unregulated global system of currency firms and individuals. Traders put their trust in a digital decentralized and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity;
(iii) Client possesses the relevant expertise and Knowledge necessary to make informed decisions related to use of the Exchange Services and it acknowledges that the Exchange Services, any information provided on the Beambitx Site, or any statements made by any Beambitx representatives, do not represent investment advice, nor should they be relied on in making investment decisions; and
(iv) there may be additional risks that Beambitx has not foreseen or identified in this Agreement and the Client bears sole responsibility for conducting its own research and bears all risks associated with the use of the Exchange Services.
3. Representations and Warranties of the Client
3.1. Without limiting any other representations or warranties provided by the Client under this Agreement, Client represents and warrants that:
(i) Client is of legal age to enter a binding agreement under applicable law;
(ii) the information provided by the Company in the application through the Beambitx Site and as part of the KYC Process to Beambitx's representatives is true, accurate, current and complete;
(iii) the Exchange Services shall not be used to perform criminal activity of any sort, including, without limitation, money laundering, illegal gambling operations, terrorist financing, malicious hacking or any other criminal or illegal activity;
(iv) Client does not know, nor has any reason to suspect, that the fiat money used to fund the purchase derives in any way from any illegal activities, including, without limitation, money laundering activities; and
(v) Client has read and accepted the Terms of Use and Privacy Policy (collectively, the "Terms") published on the Beambitx Site, and understands that such Terms will apply to Client's use of the Beambitx Site and will revisit such Terms periodically;
(vi) This Agreement and each transaction carried out hereunder constitutes a legal, valid and binding obligation of the Client, enforceable against it in accordance with its terms; and
(vii) Client shall comply with any applicable laws in connection with its use of the Exchange Services.
4. Limitation on Liability NEITHER Beambitx, NOR ANY Beambitx OFFICERS, EMPLOYEES, DIRECTORS, REPRESENTATIVES OR AGENTS (COLLECTIVELY, THE "Beambitx PARTIES") SHALL BE LIABLE TO CLIENT OR ANYONE ON ITS BEHALF, FOR ANY LOSS OF PROFIT OR INCOME, LOSS OF CAPITAL, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REPUTATION OR GOOD WILL, LOSS OF USE OR INTERRUPTION OF SERVICES ON THE Beambitx SITE, OR OTHER CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT Beambitx PARTIES WERE ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO EVENT SHALL CT'S LIABILITY EXCEED AMOUNT OF FEES PAID BY CLIENT HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE CLAIM. CLIENT UNDERSTANDS AND ACCKNOWLEDGES THAT THE FEES CHARGED FOR THE EXCHANGE SERVICES WERE SET WITH THESE LIMITATIONS OF LIABILITY IN MIND AND IN THE ABSENCE OF SUCH LIMITATIONS, THE FEES CHARGED FOR THE EXCHANGE SERVICES WOULD HAVE BEEN SUBSTANTIALLY HIGHER. THE FOREGOING EXCLUSIONS OF LIABILITY SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IT IS FURTHER CLARIFIED AND AGREED BY THE CLIENT, THAT ITS AGREEMENT WITH Beambitx AND THE USE OF THE Beambitx SITE AND THE EXCHANGE SERVICES THEREBY ARE INDEPENDENT OF ANY OTHER ENGAGEMENT THE CLIENT MAY HAVE WITH ANY REFERRAL SERVICE, AGENT, BROKER, OR ANY OTHER THIRD PARTY, REGARDLESS OF WHETHER SUCH PARTY REFERRED THE CLIENT TO Beambitx SITE OR OTHERWISE WAS INSTRUMENTAL IN INTRODUCING THE CLIENT TO Beambitx AND THE EXCHANGE SERVICES. Beambitx SHALL BEAR NO LIABILITY WHATSOEVER FOR ANY ACTS OF OMISSIONS OF ANY THIRD PARTIES.
5. Indemnity TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, CLIENT SHALL DEFEND OR, WITH Beambitx'S PRIOR APPROVAL, SETTLE, ANY CLAIM BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE Beambitx PARTIES, AND SHALL INDEMNIFY THE Beambitx PARTIES FROM ALL DAMAGES, LIABILITIES, COSTS AND EXPENSES INCURRED BY Beambitx PARTIES IN CONNECTION WITH ANY CLAIM ARISING FROM CLIENT'S ACTS OR OMISSIONS RELATED TO ITS USE OF THE EXCHANGE SERVICES AND THE Beambitx SITE, AND/OR FROM CLIENT'S VIOLATION OF THIS AGREEMENT OR OF ANY APPLICABLE LAW OR REGULATION.
6. Termination or Suspension
6.1. This Agreement shall terminate automatically after the Client closes its personal account on the Beambitx Site, following the settlement of all outstanding fees hereunder. 6.2. Beambitx may terminate this Agreement, suspend the Client's account on the Beambitx Site, or otherwise impose any restrictions on the Client's use of the Beambitx Site and the Exchange Services at any time and/or discontinue any transaction hereunder, at its sole discretion, with immediate effect and without notice to the Client, in the following circumstances: (i) actual or reasonably suspected breach by the Client or anyone on its behalf of the terms of this Agreement, the Terms or the provisions of any applicable law; (ii) actual or suspected unauthorized use of the Client's account;(iii) at the instruction of any regulatory authority, court or goveBitFimental entity; and(iv) any other reason which, in Beambitx's reasonable discretion, necessitates termination or suspension of the Exchange Services. 6.3. All provisions hereof that by their nature are intended to survive the expiration or termination of this Agreement in order to give effect to the terms and conditions hereof, shall be deemed to so survive according to the terms of such respective provisions.
7. Confidentiality All information obtained by the Client in connection with the Exchange Services, its use of the Beambitx Site or otherwise in connection with this Agreement, shall be treated as confidential and proprietary information of Beambitx. The Client shall not use or disclose this information for any purpose save for the fulfillment of its obligations under this Agreement without Beambitx’s prior written consent. This obligation shall survive termination of this Agreement for any reason, and shall not apply to information: (i) otherwise publicly available, (ii) previously known to the Client free of any duty of confidentiality, as can be evidenced by written records, or (iii) required to be disclosed pursuant to applicable law, provided the Client shall promptly notify Beambitx of any request or legal requirement to disclose such confidential information, and provided further that if any confidential information is disclosed pursuant to such legal requirement, the disclosure is made to the minimum extent required.
8. Entire Agreement This Agreement, including its preamble and all exhibits or schedules hereto, as well as the Terms, which are all incorporated herein by reference, sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any exhibit or any other information available on the Beambitx Site, the terms and conditions of this Agreement will gove beambitx.
9. Amendments Beambitx has the right to unilaterally change the terms of this Agreement, the Terms or any fees charged hereunder. The Client may be notified directly of any changes notice of which is required by applicable law.
10. Severability If any provision of the Agreement shall be declared invalid, unenforceable or illegal by the courts of any jurisdiction to which it is subject, such invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of the Agreement, which shall continue in full force and effect and the Parties shall negotiate in good faith a mutually satisfactory provision to replace the invalid, unenforceable or illegal provision, which shall be valid, enforceable and legal, and which, to the extent possible, shall reflect the Parties' intentions as originally expressed in the Agreement.
11. Law and Jurisdiction This Agreement is made and will be by and construed in accordance with the laws of Spain and the Parties submit to the sole and exclusive jurisdiction of the competent courts located in Alicante, Spain, with respect to any disputes arising hereunder which the Parties fail to amicably resolve.