Effective as of November 21, 2022
1. Why this information is important
These terms and conditions govern the relationship between you and Revolut Technologies Inc. (“Revolut,” “we,” or “us”). They apply when you use the Revolut app to buy, sell, or hold cryptocurrency (the “crypto services”).
They also set out other important things that you need to know.
You can ask for a copy of these terms and conditions from one of our support agents through the Revolut app.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER, DO NOT REGISTER AN ACCOUNT OR ACCESS OR USE THE CRYPTO SERVICES.
You should be satisfied that crypto is suitable for you in light of your financial services circumstances and attitude towards risk before starting.
The cryptocurrency services are solely provided by Apex Crypto LLC (“Apex Crypto"). Revolut Technologies Inc., and Metropolitan Commercial Bank do not provide cryptocurrency services.
Neither Revolut Technologies Inc. nor Metropolitan Commercial Bank makes any representation regarding the advisability of transacting in cryptocurrency, nor does it guarantee the timeliness, accuracy, or completeness of any data or information used in connection with your cryptocurrency wallet.
Cryptocurrencies are not legal tender, are not backed by the government or guaranteed by any bank, and may lose value. The account you establish to trade cryptocurrencies is not a bank account or a deposit account, and value balances are not subject to protection from the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation or any private insurance.
We do not provide any investment advice relating to the crypto services. You should carefully consider how your personal situation and the financial risks you are willing to take impacts your decision to buy or not to buy cryptocurrencies. You may want to speak to an independent financial adviser.
No material here should be considered as an offer by us or Metropolitan Commercial Bank to sell or a solicitation by us or Metropolitan Commercial Bank of any offer to buy bitcoin or other cryptocurrencies.
By accepting these terms and conditions, you are also accepting the Apex Crypto User Agreement below, which are also available here. In the event of any conflict between these terms and the Apex Crypto User Agreement, these terms and conditions will prevail. In addition, these terms and conditions are written in the English language; if these terms are translated into another language and there is any conflict between the terms, this English version will prevail.
2. The cryptocurrencies available
Click here for more information about the cryptocurrencies available through the Revolut app. We’ll let you know if we start offering access to any other cryptocurrencies.
To make sure you have safe access to the crypto services, download any updates for your device or the Revolut app as soon as they become available.
You can check our frequently asked questions page here or contact us at any time through the Revolut app if you have any questions about the crypto services.
Buying and selling cryptocurrency
3. Buying and selling cryptocurrency
You can provide instructions to buy cryptocurrencies using the fiat currency in your Revolut account. If you do, we’ll follow the procedure below:
- rates for buying cryptocurrencies via Apex Crypto will be displayed in the Revolut app;
- you can then send instructions to buy those crypto assets via the Revolut app provided you have sufficient fiat currency in your Revolut account. Sometimes, for reasons beyond our control, we won’t be able to complete the transaction. If this happens we’ll let you know; and
- if we can complete the transaction, the fiat currency will be withdrawn from your Revolut account and the relevant crypto assets will be held for you by Apex Crypto;
If you provide instructions to sell the cryptocurrency in your account we’ll follow the procedure below:
- rates for selling crypto assets via Apex Crypto will be displayed in the Revolut app;
- you can send instructions to sell your crypto assets via the Revolut app provided you have sufficient crypto assets in your account. Sometimes, for reasons beyond our control, the transaction may not be completed. If this happens we’ll let you know; and
- if we can complete the transaction, the crypto assets will be withdrawn from your account and the U.S. dollar proceeds from the sale will be sent to your Revolut account.
You cannot receive the proceeds from a sale in any other way. Orders cannot be canceled by you after they are filled.
4. Exchanging cryptocurrency automatically
You can exchange cryptocurrencies automatically with Limit or Stop Orders.
A Stop Order is an order to buy or sell once the price of the asset reaches a specified price, known as the Stop Price. When the Stop Price is reached, a Stop Order becomes a Market Order and is executed at the best available price (which can be lower or higher than the Stop Price). A Stop Order will only trigger once your Stop Price has been reached, but you should be aware that the rate could be slightly different from your Stop Price, when the transaction takes place. This happens because the exchange rate never settles. If the market is particularly volatile, your execution price might have shifted in the brief window between the Stop Price being hit, and the Market Order being performed.
A Limit Order is an order to buy or sell at a specified price or better. Buy Limit Orders will be executed at the specified price or lower, Sell Limit Orders will be executed at the specified price or higher.
You cannot cancel any instructions to buy or sell cryptocurrency except for a scheduled Limit or Stop Order for a future date. However, we cannot guarantee that the Stop or Limit Order would be canceled as it is dependent on market conditions.
5. Limit and fees
There may be limits on the amount of cryptocurrency you can buy. We will tell you the amount of any limit before we accept your instruction. You cannot buy more cryptocurrency than what you can afford with the fiat currency you have in your Revolut account.
You have a commission-free crypto limit, which allows you to exchange a set amount of crypto without any crypto commission fees. The amount of your limit may depend on your plan, as set out in our Fees Page. Once you exceed your commission-free crypto limit, we’ll start to charge you a small fee on crypto exchanges. We’ll show you this fee in the Revolut app before you make an exchange, as well as after you make an exchange in the transaction details.
The exchange rate disclosed for your transaction is generated based on market factors and may be determined by the volume of crypto transactions, the depth of Apex Crypto market order book, and the volatility of the market. In addition to this, we charge a commission of 2.5% for Standard Plan customers, and 1.5% for Premium and Metal Plan customers on the amount you exchange above your commission-free limit. This percentage is calculated on the transaction amount. We show you this fee in the app when making the exchange, as well as after you make an exchange in the transaction details.
6. Refusing your instructions
Sometimes we might refuse your instruction to buy or sell cryptocurrency. If we do, we will not be responsible for any losses you suffer as a result. We may refuse your instruction if:
- there is not enough cryptocurrency available in the market;
- Apex Crypto or one of our partnered crypto exchanges is not available (for example, one of them could have a disrupted service);
- we suspect that your instruction was for illegal purposes (for example, to commit fraud); or
- we believe that your instruction could badly affect our reputation or goodwill.
7. How your cryptocurrency is held
Apex Crypto will hold any cryptocurrency you buy from Revolut app on your behalf. This also means you can tell them via Revolut app when to sell or transfer it (within the limits of these terms and conditions and the Apex Crypto User Agreement). You can use the Revolut app to see the amount of cryptocurrency being held for you.
Revolut shall have no responsibility or ability to provide money transmission services or cryptocurrency conversion or custodial services.
8. Spare change round up
If you use your Revolut Prepaid Mastercard® or Visa® card and have enabled spare change round up in cryptocurrency, you may choose for the card issuer to round up your transaction to the next dollar amount. The amount of round up will be based on your transaction amount and will range between $0.01 and $0.99, which will be calculated and displayed as a separate transaction. By participating, you authorize the withdrawal of such rounded up funds on a per-transaction basis to be sent to Apex Crypto for exchange into cryptocurrency. If the transaction resulting in spare change is due in currency other than U.S. Dollar, the currency selected will be exchanged with U.S. Dollar to complete the transaction with Apex Crypto. The round up feature will remain enabled until you choose to turn it off, which you may do at any time, but any completed transactions are non-refundable.
9. Risks of cryptocurrencies
Cryptocurrency carries significant risks. You should carefully consider whether it is appropriate for you to buy cryptocurrency.
These risks include, but are not limited to, the following:
- when you buy, sell or transfer cryptocurrency you are dealing with something digital, not something tangible. This means that, like any other digital system, cryptocurrencies are at risk of being hacked or affected by technical problems. This could result in you losing your cryptocurrency or delay your ability to sell, transfer or spend it;
- the price and liquidity of cryptocurrencies have been subject to large fluctuations in the past and may be subject to large fluctuations in the future and the risk of loss in trading cryptocurrencies may be substantial and losses may occur over a short period of time;
- some cryptocurrency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other person initiates the transaction;
- cryptocurrencies in a given address are controlled by the private key of the holder of the address. If the private key is compromised or lost, the cryptocurrencies in that address may be stolen or lost and otherwise unrecoverable;
- the regulation (or lack of regulation) of cryptocurrency or crypto exchanges can change at any time. Any change is likely to affect the value of any cryptocurrency we hold for you;
- the value of cryptocurrency can fall. This could happen if, for example: (1) a new, better cryptocurrency is created; (2) software developers make unexpected changes to how the cryptocurrency works; or (3) there is a change in cryptocurrency regulation.
- The value of cryptocurrencies may be derived from the continued willingness of market participants to exchange fiat currency for cryptocurrencies, which may result in the potential for permanent and total loss of a particular cryptocurrencies should the market for that cryptocurrency collapse;
- The nature of cryptocurrencies may lead to an increased risk of fraud or cyber attack;
- Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of cryptocurrencies;
- Once executed, the cryptocurrency transaction may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
- The nature of cryptocurrencies may lead to an increased risk of fraud or cyber attack and that any technological difficulties experienced by Apex Crypto may prevent the access or use of your cryptocurrencies; and
- Any bond or trust account maintained by Apex Crypto for the benefit of its customers may not be sufficient to cover all losses incurred by customers, and Apex Crypto may not be regulated as a financial institution or equivalent in your jurisdiction.
Legal bits and pieces
10. What happens if there’s a ‘fork’?
A fork is a sudden change in how a cryptocurrency works. A fork may cause a cryptocurrency we hold for you to be split into two cryptocurrencies, and may seriously change the function, value or even the name of a cryptocurrency. Please see the Apex Crypto User Agreement for additional details on what happens in case of a fork.
You may have to pay taxes or costs on the crypto services. We are not responsible for collecting these from you, for making any payments on your behalf, or for providing any reports relating to tax.
12. Can we change these terms?
We may amend or change the terms and conditions of this Agreement at any time in our sole and absolute discretion. You will be notified of any change in the manner provided by applicable law before the effective date of the change. Your continued use of the Revolut App and the crypto services shall be deemed acceptance of the then prevailing terms and conditions. You agree that all modifications or changes to these terms and conditions are in force and enforceable immediately upon posting. Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and explicitly states that the prior version (or portions thereof) will remain in effect. If you do not wish to be bound by the revised terms and conditions, your sole remedy is to liquidate your cryptocurrencies and close your account.
13. Are you responsible if something goes wrong with the crypto services?
We’ll do as much as reasonably possible to make sure that the crypto services are not interrupted, are secure and virus-free, and are accessible at a reasonable speed. However, we can’t promise that this will always be the case or that the services will be free from faults. We also rely on some third parties to provide services to you, which can sometimes disrupt the services.
Sometimes we’ll suspend use of the crypto services so that we can make technical changes, add new features (such as new cryptocurrencies), make sure it runs smoothly or improve its security. We’ll try to give you notice before we do this, although we might not be able to do so in an emergency. We’ll also try to limit any suspension so it lasts as short a period as possible.
We won’t be responsible to you for losses that arise:
- if the crypto service isn’t available;
- if we don’t meet our obligations under these terms and conditions because of a legal or regulatory requirement; or
- because there were unusual or unexpected events outside our control.
14. When you might be responsible for our losses
YOU MAY BE RESPONSIBLE TO US FOR CERTAIN LOSSES
If you violate these terms and conditions and causes us to suffer a loss, the following will apply:
- you will be responsible for any losses we suffer as a result of your action;
- if your actions result in us losing profits, you may also be responsible for those losses, unless this would mean that we are compensated twice for the same loss; and
- you will also be responsible for any reasonable legal costs that arise in connection with our losses.
15. How do I end my crypto services?
You can end the agreement at any time by letting us know through the Revolut app or by emailing us at firstname.lastname@example.org.
16. When could we end the crypto services?
Without limiting other remedies that may be available to us, we reserve the right, in our sole and absolute discretion, to block access to or to suspend, close or terminate your account, refuse to let you purchase or redeem your crypto assets, and freeze all funds or assets in your account, at any time, with or without advance notice, if:
- we believe, in our sole and absolute discretion, that you have breached any of the terms and conditions of the Agreement, or that you are directly or indirectly accessing or using the crypto services in violation of applicable law or regulation, or this Agreement;
- your use of the crypto services disrupts or poses a security risk to Revolut or Apex Crypto or any other customer or vendor;
- you engage in abusive behavior, as determined in our sole and absolute discretion;
- we are unable to verify or authenticate any information you provide to us;
- we believe, in our sole and absolute discretion, that your actions may cause legal liability for you, our customers or us;
- you add any type of currency to your account using any source that you do not have the legal right from which to transfer funds;
- we are directed to do so by law enforcement, regulatory authority or court order;
- we are required to do so by applicable law or regulation or that the provision of the crypto services is materially impacted by applicable law;
- any third-party provider has suspended or terminated access to or use of any such third-party services required to enable access to the crypto services;
- your account is subject to pending litigation, investigation or governmental proceeding;
- we believe that someone is attempting to gain unauthorized access to your account;
- we believe there is unusual activity in your account;
- your account has no funds and has not been accessed in the prior year; or
- for any other reason in our sole and absolute discretion.
What happens if we end this Agreement
If we end this Agreement all the cryptocurrency held on your behalf will be sold and the equivalent amount of fiat will be placed in your Revolut account.
We may also end your other agreements with us.
We are not responsible for any loss of value in your account, or of any cryptocurrency or fiat currency, resulting from the suspension or closing of your account for any of the reasons listed above, including your violation of the Agreement or from any government seizure or forfeiture. You agree that neither Apex Crypto nor any third party acting on our behalf shall be liable to you for any termination of your access to the crypto services or your account in accordance with these terms and conditions.
You agree that if your access is terminated by us, you will not attempt to regain access to the crypto services or your account – using the same or different customer name or other attempted identification – without our prior written consent. If we terminate your account, we will return the assets in your account to you, less the value of any damages to which we are entitled pursuant to this Agreement, subject to applicable law. You authorize us to return your funds (less damages to which we are entitled) to the Revolut app, unless otherwise required by law. In our sole discretion, you agree that we are permitted to sell any crypto assets on the open market at the prevailing market price and return the proceeds (less damages to which we are entitled) to any bank account linked to your account. You agree that we will not be liable to you for any losses that you may incur as a result of such conversion of crypto assets to fiat currency in connection with the closure of your account.
17. Unclaimed Funds
If we are holding assets in your account and there has been no activity in your account for a period of time prescribed by applicable law, we may be required to report such remaining assets in your account as unclaimed property in accordance with abandoned property and escheat laws. If this occurs, we will use reasonable efforts to provide written notice to you. If you fail to respond to any such notice within seven (7) business days of receipt, or as otherwise required by law, we may be required to deliver any such assets to the applicable jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed assets (in addition to any fees charged as set forth in this Agreement), as permitted by applicable law.
18. How to make a complaint
If you’re unhappy with the service, we’ll try to put things right.
We always do our best, but we realize that things sometimes go wrong. If you have a complaint, please contact Revolut at email@example.com or Apex Crypto at firstname.lastname@example.org. You may also reach out directly to your state regulators, please see https://apexcrypto.com/legal-disclosures/ for details.
19. Some legal bits and pieces
Our contract with you
Only you and we have any rights under the agreement.
The agreement is personal to you and you cannot transfer any rights or obligations under it to anyone else.
Our right to transfer
We will only transfer any of your and our rights or obligations under the agreement if we reasonably think that this won’t have a significant negative effect on your rights under these terms and conditions or we need to do so to keep to any legal or regulatory requirement. When we transfer rights and obligations we call this “novation.” When we only transfer rights, we call this “assignment.”
New York law applies
The laws of the State of New York apply to these terms and conditions.
The English version of the agreement applies
If these terms and conditions are translated into another language, the translation is for reference only and the English version will apply.
Our right to enforce the agreement
If you have broken the agreement between you and us and we don’t enforce our rights, or we delay in enforcing them, this will not prevent us from enforcing those or any other rights at a later date. This is also the case if we have any legal rights that we don’t enforce straight away.
If a dispute arises between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with the applicable arbitration ordinance. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by us under applicable worker’s compensation law, unemployment insurance claims, along with actions (regardless of the underlying cause of action) by us seeking injunctions, attachment, garnishment, and other equitable relief. YOU AGREE THAT ANY CLAIMS WILL BE ADJUDICATED SOLELY ON AN INDIVIDUAL BASIS, AND YOU WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER JOINT ACTION WITH RESPECT TO ANY CLAIMS THAT MAY ARISE UNDER THIS USER AGREEMENT OR THE PROVISION OF SERVICES.
Any dispute arising out of or relating to this Agreement, or the breach thereof, shall be finally settled on an individual basis by arbitration in New York County, New York administered by the American Arbitration Association in accordance with its Consumer Arbitration Rules. The language of the arbitration shall be English and the Agreement shall be governed by the laws of the State of New York.
An arbitral decision resulting from the above may be enforced in any court, and a prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s fees.
The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action (or join the claims of one party with any other party), add any parties, or vary or ignore the provisions of this Agreement. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding.
If for any reason this arbitration clause is not applicable or litigation proceeds in court, then you agree that:
- Any action brought on or with respect to this Agreement shall be brought only in the state or federal courts located in New York County, New York;
- You (a) consent to jurisdiction in such courts; (b) waive any objection to venue in any of such courts; and (c) waive any objection that any of the such courts is an inconvenient forum;
- You may bring claims against Revolut only in your individual capacity and not as a plaintiff or class member in any purported class or representative action; and
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, YOU HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING US ARISING OUT OF THE EXCHANGE OR YOUR ACCOUNT.
No Waiver of Right to Arbitration
There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
Waiver of Statute of Limitations
Notwithstanding the period of limitation prescribed by applicable laws for the bringing of any relevant action or claim the Parties hereby mutually agree that no action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose, following which either party shall have no further claim whatsoever against the other party.
Right to Injunctive Relief
You agree that due to the nature of our business, monetary damages for a breach of your obligations under this Agreement would be inadequate to compensate us. Accordingly, you agree and understand that any violation or threatened violation by you of your obligations under this Agreement will cause irreparable injury to us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we will be entitled to obtain injunctive relief against any threatened breach of this Agreement or the continuation of such breach without the necessity of proving actual damages.
Apex Crypto User Agreement
This user account agreement (“User Agreement”) sets forth the respective rights and obligations between you, Revolut Technologies Inc., a Delaware corporation (“Revolut”) and Apex Crypto LLC, a limited liability company formed under the laws of Delaware (“Apex Crypto,” “we,” or “us”). Please read through this User Agreement carefully before registering an account and accessing or using the Services (as defined herein).
BY REGISTERING AN ACCOUNT WITH APEX CRYPTO (“Account”), OR BY ACCESSING OR USING OUR SERVICES, YOU ARE BECOMING A DIRECT CUSTOMER OF APEX CRYPTO AND YOU AGREE TO BE LEGALLY BOUND TO THE TERMS AND CONDITIONS CONTAINED IN THIS USER AGREEMENT IN THEIR ENTIRETY, INCLUDING ALL TERMS INCORPORATED BY REFERENCE.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS AND CONDITIONS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 16, AND THE MANDATORY INFORMATION SHARING PROVISION IN SECTION 5.1, DO NOT REGISTER AN ACCOUNT OR ACCESS OR USE THE SERVICES.
1. Scope of Services
FOR CUSTOMERS THAT RESIDE OUTSIDE OF NEW YORK:
This User Agreement applies to your access to and use of our Services, as described herein. By registering an Account with Apex Crypto, in accordance with the terms and conditions contained in this User Agreement, you may be able to: (i) enter into transactions with Apex Crypto through Revolut’s mobile application or website(s) (the “Platform”) to purchase and sell supported cryptocurrencies for personal, non-commercial purposes; (ii) deposit and withdraw supported cryptocurrencies from/to external wallets (deposits/withdrawals and purchases/sales of cryptocurrency are referred to herein, collectively, as “Cryptocurrency Transactions”); (iii) store cryptocurrency in one or more hosted cryptocurrency wallets (“Hosted Wallets”); and (iv) track your Cryptocurrency Transactions and Hosted Wallet balance(s) through the Platform, (clauses (i) through (iii) collectively, the “Services”). You agree, represent and warrant that the Services constitute financial and investment transactions and that no commercial transactions are contemplated by or permitted under this User Agreement.
FOR CUSTOMERS THAT RESIDE IN NEW YORK:
This User Agreement applies to your access to and use of our Services, as described herein. By registering an Account with Apex Crypto, in accordance with the terms and conditions contained in this User Agreement, you will be able to: (i) enter into transactions with Apex Crypto through Revolut’s mobile application or website(s) (the “Platform”) to purchase and sell supported cryptocurrencies for personal, non-commercial purposes; (ii) enter into transactions with Apex Crypto through the Platform to sell cryptocurrencies that you either previously purchased from Apex Crypto or previously purchased and transferred to Apex Crypto in connection with Revolut’s transition to Apex Crypto (purchase and sell transactions are referred to herein, collectively, as “Cryptocurrency Transactions”); (iii) store cryptocurrency that you acquired through Cryptocurrency Transactions in one or more hosted cryptocurrency wallets (“Hosted Wallets”); and (iv) track your Cryptocurrency Transactions and Hosted Wallet balance(s) through the Platform, (clauses (i) through (iv) collectively, the “Services”). You agree, represent and warrant that the Services constitute financial and investment transactions and that no commercial transactions are contemplated by or permitted under this User Agreement.
2. Modifications to this User Agreement
We reserve the right to make changes to this User Agreement at any time and at our sole discretion. If we make changes, we will post the amended User Agreement to the Platform and update the “Last Updated” date above. We may also attempt to notify you by sending an email notice to the address associated with your Account or by providing notice through the Platform. Using a particular form of notice in some instances does not obligate us to use the same form in other instances. Unless we say otherwise in our notice, the amended User Agreement will be effective immediately and will apply to any then current and subsequent uses of the Services, including any pending Cryptocurrency Transactions. You are responsible for reviewing this User Agreement each time you access or use our Services. Your continued access to and use of your Account and/or the Services after we provide notice will constitute your acceptance of the changes. If you do not agree to any of the amended terms and conditions, you must stop accessing and using the Services and close your Account immediately.
3.1 General Requirements
To register for an Account or to designate an Authorized User (defined below) you must be an individual at least 18 years of age residing in the United States (subject to Section 3.2) and have the legal capacity to enter into this User Agreement. In addition, you must have an account, in good standing, with Revolut in the United States (“Revolut Account”).
3.2 Restricted States
You may not register an Account or use the Services if you are a resident of any state in which Apex Crypto is not authorized to provide the Services (“Restricted States”). A current list of Restricted States, which is incorporated by reference, is available at https://apexcrypto.com/ and is subject to change at any time.
You hereby represent and warrant that you are not a resident of any Restricted State and that you will not register an Account or use the Services even if our methods to prevent you from registering an Account or using the Services are not effective or can be bypassed.
3.3 Restricted Foreign Jurisdictions
You may not register an Account or access or use the Services if you are located in, under the control of, or a citizen or resident of any state, country, territory or other jurisdiction to which the United States has embargoed goods or services, or where your use of the Services would be illegal or otherwise violate any applicable law of such jurisdiction or of the United States (“Restricted Jurisdiction”). We may implement controls to restrict access to the Services from any Restricted Jurisdiction.
You hereby represent and warrant that you are not under the control of, or a citizen or resident of any Restricted Jurisdiction and that you will not access or use any Services while located in any Restricted Jurisdiction, even if our methods to prevent access to and use of the Services from these jurisdictions are not effective or can be bypassed.
3.4 Restricted Persons and Activity
You hereby represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State. You further hereby represent and warrant that you will not use our Services to conduct any illegal or illicit activity.
4. Account Registration
4.1 Personal Information
During the Account registration process you must provide us with information and documentation that we request, or that Revolut requests on our behalf, for the purpose of establishing and verifying your identity (“Personal Information”). In addition, as a condition to accessing and using the Services, you must authorize Revolut to share your Personal Information with us pursuant to Section 5.1. Personal Information may include your name, email address, residential address, phone number, date of birth, and taxpayer identification number. Personal Information may also include documentation, such as copies of your government-issued photo identification (for example, your passport, driver’s license, or military identification card), account statements, and other documents as we may require. Personal Information will be retained by us at our discretion and in accordance with applicable laws. You agree to provide us accurate, current and complete Personal Information.
You hereby authorize us, or a third-party service provider that we designate, to take any measures that we consider necessary to confirm the Personal Information you provide, verify and authenticate your Personal Information, and take any action we deem necessary based on the results. You acknowledge that this process may result in a delay in registering your Account, and that you will not be authorized to access or use the Services until your Account registration has been successfully completed.
4.3 Authorized Users
You may be permitted to designate one of more authorized users on your Account (each an “Authorized User”). You hereby understand and acknowledge that by designating an Authorized User, such Authorized User will be permitted to enter into Cryptocurrency Transactions through the Account on your behalf.
At our sole discretion we may require Authorized Users to provide their Personal Information, as described in Section 4.1, which may be subject to the verification procedures outlined in Section 4.2.
You acknowledge that the terms and conditions of this User Agreement will apply to you and each Authorized User on your Account, and you expressly accept such terms and conditions on behalf of yourself and each such Authorized User. You further hereby agree to and accept full responsibility for any Authorized User’s use the Services, including (i) any Cryptocurrency Transactions made by an Authorized User on your Account, including any Cryptocurrency Transactions made by an Authorized User on your Account during the intervening time between your request to remove the Authorized User from your Account and our written confirmation of such removal; (ii) any Cryptocurrency Transaction made by others if an Authorized User allows them to use your Account; (iii) fees and charges resulting from any Cryptocurrency Transaction made by an Authorized User or others if an Authorized User allows them to use your Account; and (e) any other financial charges and legal liability that an Authorized User may incur in connection with their use of your Account.
You agree to allow us to discuss your Account with an Authorized User, which includes giving them access to your Transaction History (defined below) and Account information. You also agree that an Authorized User may use and receive information about the Account the same way you do.
4.3.1 Account Authorization for Minor Children
Subject to approval, Authorized Users may include your minor child(ren). Any minor who accesses or uses the Services must do so only as an Authorized User. You hereby acknowledge that you are the parent or legal guardian of any minor child(ren) that you designate as Authorized User(s) and that you yourself are of majority age. By adding a minor child as an Authorized User, you hereby represent and warrant that you have the legal capacity to share information about such minor child as required in Section 4.1 and Section 5 and as allowed by applicable law. This includes information we may get from you, your minor child, any other Authorized User on your Account, and information about your minor child’s Cryptocurrency Transactions and access to and use of the Services.
4.4 Custodial Accounts for Minors
You may be permitted to establish a custodial account for a minor child under the Uniform Transfer to Minors Act (UTMA) and the Uniform Gifts to Minors Act (UGMA) (each, a “Custodial Account”). You understand and acknowledge that upon establishing a Custodial Account on behalf of a minor beneficiary you are thereby designated the custodian of the account (“Custodian”). As Custodian, it is your obligation to adhere to all applicable laws and regulations governing such accounts. You understand that you should consult with an attorney and/or tax advisor before opening a Custodial Account. The age of majority varies by state. As Custodian you hereby agree to promptly inform Apex Crypto in writing upon the Custodial Account beneficiary reaching the age of majority and to facilitate the transfer of the Account to its beneficial owner. Apex Crypto reserves the right, but shall not be obligated, to terminate the custodianship and/or transfer the Account assets to the beneficial owner upon the minor reaching the age of majority as determined by applicable law, without notice to or consent of the Custodian.
5. Account Authorizations
5.1 Mandatory Information Sharing
You hereby authorize Revolut to provide Apex Crypto any of your personal information maintained in connection with your Revolut Account, and to continue sharing such information, and any revisions or additions thereto, with Apex Crypto on an ongoing basis until your Account is either closed or terminated in accordance with this User Agreement. You hereby authorize Apex Crypto to provide Revolut any of your Personal Information, and to continue sharing such information, and any revisions or additions thereto, with them on an ongoing basis until your Revolut Account is closed pursuant to the terms and conditions governing your Revolut Account.
5.2 Authorization to Apex Crypto
You understand and acknowledge that your Account is self-directed, and you hereby appoint Apex Crypto as your agent for the purpose of carrying out your instructions in accordance with this User Agreement. You hereby authorize Apex Crypto to open and close your Account, place and cancel orders to purchase and sell cryptocurrency (“Orders”), collect and offset any fees or other amounts due to Apex Crypto, and take such other steps as are reasonable to carry out your instructions.
5.3 Authorization to MCB
You understand and acknowledge that when you submit an Order through the Platform to purchase cryptocurrency, you are authorizing and instructing Apex Crypto to instruct Revolut and Metropolitan Commercial Bank (“MCB”), where the funds in your Revolut Account are held, to accept such instruction to transfer the funds required for the Cryptocurrency Transaction from your Revolut Account to a bank account in the name of Apex Crypto. You understand and acknowledge that your Account is provided by Apex Crypto and is separate from your Revolut Account and funds outside of MCB may be outside of MCB’s control.
You understand and acknowledge that MCB is not involved in the purchase, sale, or custody of the cryptocurrencies in your Apex Crypto Account.
6. Account Management
6.1 Account Access
Once you have successfully registered an Account, you will be able to access your Account by logging into the Platform using the username and password associated with the Platform (collectively, “Login Credentials”). You may only access your Account using your Login Credentials, or as may be authorized or required by us and Revolut. From time to time, Apex Crypto or Revolut may require you to change your Login Credentials and re-verify your Personal Information at their discretion and as a condition to your continued access to and use of your Account and the Services.
You hereby represent and warrant that you will not share your Login Credentials with any third-party or permit any third-party to gain access to your Account, and you hereby assume responsibility for any instructions, orders, or actions provided or taken by anyone who has accessed your Account regardless of whether the access was authorized or unauthorized.
Only individuals that have successfully registered an Account (“Users”) are authorized to access and use the Services.
6.2 Account Maintenance
You are required to maintain the information associated with your Account (“Account Profile”) updated at all times, and you agree to update your Account Profile immediately of any changes to Personal Information that you previously provided. YOU UNDERSTAND THAT A CHANGE IN YOUR STATE OF RESIDENCE MAY IMPACT YOUR ELIGIBILITY TO ACCESS AND USE THE SERVICES, AND HEREBY AGREE TO NOTIFY US IN ADVANCE OF ANY CHANGE IN YOUR STATE OF RESIDENCE. PLEASE REFER TO OUR LIST OF RESTRICTED STATES, WHICH IS AVAILABLE AT HTTPS://APEXCRYPTO.COM/.
As part of our legal compliance program (“AML Program”), we will monitor your Account and your use of the Services, and review your Personal Information on an ongoing basis, as may be required by law and/or pursuant to our internal policies and procedures. At any time, we may require you to provide us with additional Personal Information as a condition to your continued access to and use of your Account and the Services. During such time, your access to and use of your Account and the Services may be temporarily restricted.
6.3 Account Security
You are solely responsible for managing and maintaining the security of your Login Credentials and any other forms of authentication, and you understand and acknowledge that we are not responsible (and you will not hold us responsible) for any unauthorized access to and or use of your Login Credentials and/or Account (“Unauthorized Access”).
6.4 Unauthorized Account Activity
You are solely responsible for monitoring your Account for unauthorized or suspicious instructions, orders, actions, or transactions (“Unauthorized Activity”), and agree that we are not responsible (and you will not hold us responsible) for any Unauthorized Activity.
You agree to protect your Account from Unauthorized Activity by (i) reviewing, on an ongoing basis, your Transaction History (as defined here) and your Account Profile; (ii) reviewing, immediately upon receipt, any Confirmations (as defined herein) and notices we provide through the Platform, post to your Account or send to the email address associated with your Account; and (iii) verifying that you receive a confirmation from us that an Order or instruction you provide was received, executed or canceled, as applicable, and (iv) in the event of not having received any such confirmation, notifying us within twenty-four (24) hours of such Order or instruction.
6.5 Potentially Fraudulent Activity
Any actual or suspected Unauthorized Access and/or Unauthorized Activity will be treated by Apex Crypto as potentially fraudulent (“Potentially Fraudulent Activity”). You agree to notify us within twenty-four (24) hours if you become aware of or suspect any Potentially Fraudulent Activity, by emailing AccountSecurity@apexcrypto.com. For avoidance of doubt, you are deemed to be aware of Potentially Fraudulent Activity upon receipt of any notice of the occurrence of such activity. Upon receipt of written notice from you any Potentially Fraudulent Activity, we will take reasonable steps to protect your Account, including, for example, by temporarily restricting access to your Account, suspending any pending Cryptocurrency Transactions, and/or requiring you to change your Login Credentials.
You agree to promptly report any Potentially Fraudulent Activity to legal authorities and provide us a copy of any report prepared by such legal authorities. In the event of an investigation of any Potentially Fraudulent Activity, you further agree to (i) cooperate fully with the legal authorities and Apex Crypto in such investigation; (ii) complete any required affidavits promptly, accurately and thoroughly; and (iii) allow Apex Crypto, or any third-party designated by us, access to your mobile device, computer, and network as may be relevant to such investigation. You understand and acknowledge that any failure to cooperate in any such investigation may cause delays in regaining access to your Account and any cryptocurrency held in your Hosted Wallet(s).
7. Account Closure
7.1 Account Closure
You may close your Account at any time and for any reason unless Apex Crypto believes, at our sole discretion, that such closure is being performed in an effort to evade an investigation. Closing an Account will not affect any rights or obligations incurred prior to the date of closure in accordance with this User Agreement. Prior to closing your Account, you must liquidate any cryptocurrency balance(s) maintained in your Hosted Wallet(s), the proceeds of which shall be transferred to your Revolut Account held at MCB.
You understand and acknowledge that you are solely responsible for any fees, costs, expenses, charges or obligations (collectively, “Costs”) associated with the closing of your Account. In the event any incurred Costs exceed the value of your Account, you understand and acknowledge that you are responsible for reimbursing Apex Crypto the value of such Costs and that you will remain liable to Apex Crypto for all obligations incurred in your Account, pursuant to this User Agreement, or otherwise, whether arising before or after the closure of your Account or the termination of this User Agreement.
7.2 Account Suspension or Termination
By using the Services, you understand and acknowledge that we have the right, at our sole discretion, to immediately suspend or terminate your Account and/or freeze any cryptocurrency balance(s) in your Hosted Wallet(s), without prior notice if (i) we suspect, at our sole discretion, you to be in violation of any provision of this User Agreement, our AML Program, or any applicable laws or regulations; (ii) we are required to do so by law or by any regulatory authority, court order, facially valid subpoena, or binding order of a government authority; (iii) we suspect any suspicious or Unauthorized Activity or any actual or attempted Unauthorized Access; (iv) your account with Revolut or MCB has been suspended or terminated or you no longer have access to the Platform; (v) you no longer reside in a jurisdiction where Apex Crypto is authorized to provide the Services; or (vi) the Account has not been accessed in two years or more. You must notify Apex Crypto if you intend to, or actually do, close your Revolut Account.
If your Account has been suspended or terminated, you will be notified when you attempt to access the Services. We may, at our sole discretion and as permitted by law, provide written notice that your Account has been suspended or terminated. Upon termination of your Account, unless prohibited by law, any remaining cryptocurrency balance(s) in your Hosted Wallet(s) may be liquidated and the proceeds, less any Costs, will be returned to your Revolut Account, at the discretion of Apex Crypto. In the event your Account is terminated, you hereby authorize Apex Crypto to sell any such remaining cryptocurrency balance(s) in your Hosted Wallet(s) at the prevailing market price(s), and transfer the proceeds to your Revolut Account, less any Costs associated with such sale(s), the Account, or its termination.
As used herein, “cryptocurrency” (also referred to as “virtual currency,” “digital currency,” “digital asset,” and “digital commodity”) means a digital representation of value which is based on a cryptographic protocol that can be digitally traded and functions as: (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status and is not issued or guaranteed by any government. Cryptocurrency is distinguished from “fiat currency” (such as U.S. dollars), which is the coin and paper money of a country that is designated as its legal tender. For more information, please refer to the FATF Report, Virtual Currencies, Key Definitions and Potential AML/CFT Risks, FINANCIAL ACTION TASK FORCE (June 2014), available here.
8.2 Supported Cryptocurrencies
A list of cryptocurrencies that Apex Crypto currently supports is available via the Platform. Apex Crypto may delist a cryptocurrency, at any time and for any reason at our sole discretion, including due to changes in a given cryptocurrency’s characteristics after Apex Crypto has listed the cryptocurrency or due to a change in the cryptocurrency’s regulatory classification.
8.3 Network Control
Apex Crypto does not own or control any of the underlying software through which blockchain networks are formed and cryptocurrencies are created and transacted. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using the Services, you understand and acknowledge that Apex Crypto is not responsible for operation of the underlying software and networks that support cryptocurrencies and that Apex Crypto makes no guarantee of functionality, security, or availability of such software and networks.
The underlying protocols are subject to sudden changes in operating rules, and third parties may from time to time create a copy of a cryptocurrency network and implement changes in operating rules or other features (“Forks”) that may result in more than one version of a network (each, a “Forked Network”) and more than one version of a cryptocurrency (“Forked Assets”).
You understand and acknowledge that Forked Networks and the available supply of any Forked Assets are wholly outside of the control of Apex Crypto, and you further acknowledge that our ability to deliver Forked Assets resulting from a Forked Network may depend on third-parties that are outside of our control. You understand and acknowledge that Forks may materially affect the value, function, and/or even the name of the cryptocurrencies you store in your Hosted Wallet(s). In the event of a Fork, you understand and acknowledge that Apex Crypto may temporarily suspend the Services (with or without advance notice to you) while we determine, at our sole discretion, which Forked Network(s) to support.
YOU ACKNOWLEDGE AND HEREBY AGREE THAT APEX CRYPTO MAY DETERMINE, IN OUR SOLE DISCRETION, NOT TO SUPPORT A FORKED NETWORK AND THAT YOU HAVE NO RIGHT, CLAIM, OR OTHER PRIVILEGE TO FORKED ASSETS ON SUCH UNSUPPORTED FORKED NETWORK. YOU HEREBY FURTHER AGREE THAT APEX CRYPTO MAY, IN OUR SOLE DISCRETION, DETERMINE THE APPROACH TO SUCH FORKED ASSETS, WHICH MAY INCLUDE ABANDONING OR OTHERWISE ELECTING NOT TO SUPPORT SUCH FORKED ASSETS AS PART OF THE SERVICES. YOU UNDERSTAND AND HEREBY ACKNOWLEDGE THAT APEX CRYPTO IS UNLIKELY TO SUPPORT MOST FORKED NETWORKS AND THAT MOST FORKED ASSETS WILL LIKELY NOT BE MADE AVAILABLE TO YOU.
8.5 Risks of Cryptocurrency Trading
There are several risks associated with cryptocurrencies and cryptocurrency trading. By accessing and using the Services, you hereby represent and warrant that you have read our Cryptocurrency Risk Disclosure available at https://apexcrypto.com/legal, which is incorporated by reference.
9. Cryptocurrency Transactions
9.1 Market Orders
Orders to purchase or sell cryptocurrency at the prevailing market price (“Market Orders”) are based on the prevailing market price at the time the Market Order is filled. You understand and acknowledge that the price at which your Market Order is filled may vary from the price displayed at the time your Market Order is placed, and you further understand and acknowledge that Apex Crypto may, at its sole discretion, cancel any Market Order if the prevailing market price changes significantly from the time the Market Order was placed. You further understand and acknowledge that Apex Crypto may, at its sole discretion, cancel any Market Order. Apex Crypto, or Apex Crypto through Revolut, will send you a notification upon the occurrence of a cancellation of any Market Order.
9.2 Order Placement
Orders are placed on the Platform through your Account using your Login Credentials. You understand that all Orders to purchase or sell cryptocurrency will be executed in reliance on your promise that an actual purchase or sale is intended, and that Apex Crypto requires full payment in cleared, non-margined funds at the time an Order is filled. You further understand and acknowledge that you are not permitted to place an Order to purchase cryptocurrency unless you have enough funds available in your Revolut Account, and that you are not permitted to place an Order to sell cryptocurrency unless you have enough cryptocurrency available in your Apex Crypto Account.
You understand and acknowledge that Apex Crypto does not guarantee that an Order you place will be filled, and you further understand and acknowledge that Apex Crypto reserves the right to cancel any Order or part of an Order for any reason, including if such Order (i) was placed during a scheduled or unscheduled downtime of Apex Crypto, MCB, or Revolut, or any third party (ii) violates the terms of this User Agreement, or (iii) is non-marketable.
9.3 Order Routing
All Orders will be routed to us by or through Revolut. By using the Services, you understand and acknowledge that all Orders routed to us by or through the Platform which are placed through your Account using your Login Credentials are your Orders, and you agree to be bound by all terms and conditions pertaining to such Orders in accordance with this User Agreement.
9.4 Source of Funds; Destination of Proceeds
Apex Crypto only authorizes the purchase of cryptocurrency using funds maintained in your Revolut Account held at MCB. You understand and acknowledge that you are not allowed to use funds that are not owned by you to enter into Cryptocurrency Transactions, and that you are not authorized to enter into Cryptocurrency Transactions on behalf of any third party. You hereby represent and warrant that all funds used by you to enter into Cryptocurrency Transactions (presently and in the future) are owned by you and are not the direct or indirect proceeds of any criminal or fraudulent activity.
You understand and acknowledge that any proceeds from the sale of cryptocurrency shall be returned to your Revolut Account held at MCB, and that you will not have the option to transfer proceeds to any other account, including an account that you own.
9.5 Transaction Limits
You understand and acknowledge that your use of the Services is subject to a limit on volume (in USD terms) that you may transact in a given time period. Such limits may vary, at our sole discretion, depending on a variety of factors, and we may apply higher limits to certain Users at our discretion.
9.6 Transaction Record
When your Order is filled, Apex Crypto, or Revolut on behalf of Apex Crypto, will send your confirmation (a “Confirmation”) through the Platform or to the email address associated with your Account. We may choose, at our sole discretion and without prior notice to you, to periodically consolidate Orders into a single Confirmation. Confirmations contain the following information: (i) Cryptocurrency Transaction date; (ii) Order type; (iii) trading pair; (iv) amount and U.S. dollar value of cryptocurrency purchased or sold; (v) price information; (vi) fees; (vii) a unique Order identification number; and (viii) any other information we may elect to include at our sole discretion or as required by law.
A record of your Cryptocurrency Transactions (“Transaction History”) conducted during the preceding twelve (12) months is available through your Account on the Platform. Transaction History that is older than twelve (12) months may be requested by emailing email@example.com.
Apex Crypto maintains records of all Cryptocurrency Transactions for a period as required by law.
9.7 Right to Offset
In the event that you fail to provide sufficient funds at the time an Order is filled, Apex Crypto reserves the right, in our sole discretion, to cancel, reverse or fill such Order in whole or in part. You agree to be responsible for the costs of any such action taken by Apex Crypto. You understand and acknowledge that if a failure to provide sufficient funds results in an amount due and owing by you to Apex Crypto (a “Negative Balance”), Apex Crypto shall have the right to (i) charge a reasonable rate of interest on any such Negative Balance; (ii) offset any such Negative Balance, including any accrued interest and consequential losses, by transferring funds that are or become available in your Revolut Account held at MCB and transferring the proceeds, up to the value of such Negative Balance, to Apex Crypto.
Orders may not be canceled by you after they are filled.
You are solely responsible for reviewing your Confirmations and for monitoring your Transaction History for any errors (or any Potentially Fraudulent Activity, as outlined in Section 6.5). You understand and acknowledge that if you have not received a Confirmation or an Order cancellation notice, you are responsible for notifying us via email at firstname.lastname@example.org within twenty-four (24) hours of placing the Order. You further understand and acknowledge that you are solely responsible for reviewing your Confirmations for accuracy and for notifying us of any suspected errors via email at email@example.com within twenty-four (24) hours of the time any such Confirmation was sent.
You hereby waive your right to dispute any Cryptocurrency Transaction unless you notify us of any objections within twenty-four (24) hours of the time in which the applicable Confirmation was sent.
You understand and acknowledge that Apex Crypto reserves the right, but has no obligation, to declare null and void a Cryptocurrency Transaction that Apex Crypto considers to be erroneous. A Cryptocurrency Transaction may be deemed erroneous when its price is substantially inconsistent with the prevailing price at the time the Order is filled (each, an “Erroneous Transaction”). You understand and acknowledge that you are responsible for ensuring that the appropriate price and Order type is submitted when you place an Order to purchase or sell cryptocurrency with Apex Crypto, and that a simple assertion by you that a mistake was made in entering an Order, or that you failed to pay attention to or update an Order, shall not be sufficient to establish it as an Erroneous Transaction. You further understand and acknowledge that if Apex Crypto determines that a given Cryptocurrency Transaction is an Erroneous Transaction, Apex Crypto may, at our sole discretion, declare it null and void, in whole and in part, even if you do not agree to cancel or modify it, in which case you shall return the cryptocurrency or funds received in the Erroneous Transaction.
Apex Crypto and Revolut use commercially reasonable efforts to provide the Services in a reliable and secure manner. From time to time, interruptions, errors, delays, or other deficiencies in providing the Services may occur due to a variety of factors, some of which are outside of Apex Crypto’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Platform or the Services (collectively, “Downtime”).
You understand and acknowledge that part or all of the Platform or Services may be unavailable during any such period of Downtime, and you acknowledge that Apex Crypto is not liable or responsible to you for any inconvenience or losses to you as a result of Downtime. Following Downtime, you further understand and acknowledge that the prevailing market prices of cryptocurrency may differ significantly from the prices prior to such downtime.
10. Hosted Wallets
Cryptocurrencies that you purchase from Apex Crypto shall be stored as part of the Services in one or more omnibus Hosted Wallets. Apex Crypto shall track the balance and ownership of cryptocurrencies purchased through the Services and stored in Hosted Wallets, and you understand that you can view the balance of cryptocurrencies in your Account through the Platform.
11. General Terms of Service
A schedule of our fees is accessible by logging into the Platform. Fees are subject to change, at our sole discretion, and you understand and acknowledge that you are solely responsible for accessing the fee schedule prior to placing an Order. You hereby acknowledge that your placement of an Order will constitute your acceptance of the fee published at the time the Order is placed.
11.2 Self-Directed Account
You understand and acknowledge that your Account is self-directed, you are solely responsible for any and all Orders placed through your Account, and all Orders entered by you are unsolicited and based on your own investment decisions. You understand and acknowledge that you have not received and do not expect to receive any investment advice from Apex Crypto or any its Affiliates in connection with your Orders. Notwithstanding anything in this User Agreement, you understand and acknowledge that Apex Crypto accepts no responsibility whatsoever for, and shall in no circumstances be liable to you in connection with, your decisions. You further understand and acknowledge that under no circumstances will your use of the Services be deemed to create a relationship that includes the provision or tendering of investment advice. You acknowledge that neither Apex Crypto, nor any of our Affiliates, nor any of our or our Affiliates’ employees, agents, principals, or representatives (i) provide investment advice in connection with this Account, (ii) recommend any cryptocurrencies, Cryptocurrency Transactions, or Orders, or (iii) solicit Orders. To the extent research materials or similar information are available through the Platform, you understand that these materials are intended for informational and educational purposes only and they do not constitute a recommendation to enter into any Cryptocurrency Transactions or to engage in any investment strategies.
You understand and acknowledge that all notices and communication with you will be through the Platform, your Account, or via an email sent by us, or by Revolut on behalf of us, to the email address associated with your Account. To ensure that you receive all of our communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes.
Delivery of any communication to the email address associated with your Account is considered valid. If any email communication is returned as undeliverable, we retain the right to block your access to your Account until you provide and confirm a new and valid email address.
You understand and acknowledge that Apex Crypto does not provide tax or legal advice. You further understand and acknowledge that Apex Crypto will report Cryptocurrency Transactions and the proceeds from cryptocurrency sales to the Internal Revenue Service to the extent and manner in which so required by law.
11.4.1 U.S. Persons
This subsection is applicable if you are a U.S. person (including a U.S. resident alien) as such term is defined in section 7701(a) of the Internal Revenue Code of 1986, as amended (“U.S. Person”). Under penalties of perjury, you hereby certify that the taxpayer identification number that you have provided or will provide to Apex Crypto in connection with your Account (including any taxpayer identification number on any Form W-9 that you have provided or will provide) is your correct taxpayer identification number.
13. Remedies for Breach; Remedies in General
In the event that you or your officers, managers, partners, directors, Affiliates, employees, independent agents or contractors breach any of your representations, warranties, agreements or covenants set forth in this Agreement or otherwise fail to comply with the requirements of this Agreement, any policies of Apex Crypto or the terms of service set forth on our website, including without limitation, giving Apex Crypto inaccurate or incomplete information for any reason, Apex Crypto will have the right to terminate this Agreement and to close your Account. Apex Crypto will also have the right to restrict your transactions by refusing to either accept or execute any transactions for your Account. You are liable for all damages suffered by Apex Crypto and its Affiliates resulting from any such breach by you or your officers, managers, partners, directors, Affiliates, employees, independent agents or contractors. Further, in the event of such breach, Apex Crypto will have the rights of a secured creditor under all applicable laws with respect to your Account and can (i) recover all damages incurred by Apex Crypto and its Affiliates by selling any or all of the cryptocurrencies held in your hosted wallet. Apex Crypto has sole discretion over what actions, if any, it takes in the event of such breach and may take action without prior notice to you and/or (ii) recover against your accounts with Revolut. If a breach by you or your officers, managers, partners, directors, Affiliates, employees, independent agents or contractors involves participation by other parties with accounts at Apex Crypto, you and such parties will be jointly and severally liable for all resulting damages to Apex Crypto and its Affiliates.
The enumeration in this Agreement of specific remedies shall not be exclusive of any other remedies that may be available at law or in equity. Any delay or failure by any party to this Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.
14.1 Indemnification by You
In addition to any other obligations you may have under other provisions of this Agreement, you agree to indemnify, defend and hold harmless Apex Crypto, Apex Clearing, each of their Affiliates and all of their officers, directors, managers, partners, employees, independent contractors, or agents, (collectively, the “Apex Crypto Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses, costs (including reasonable legal and accounting fees and expenses), damages, penalties, fines, taxes or amounts due of any kind (collectively, “Losses”) arising out of, in connection with or relating to (A) you or your officers, managers, partners, directors, Affiliates, employees, independent agents or contractors, for any reason, fraudulent or otherwise, failing to perform or comply with any obligation, agreement or covenant under this Agreement, the Services or your use of the Services or any other services provided in connection with your Account, the Platform or your use of the Platform, (B) a breach by you or your officers, managers, partners, directors, Affiliates, employees, independent agents or contractors, of any representation or warranty made by you under this Agreement or your provision of any inaccurate or incomplete information to any of the Apex Crypto Indemnified Parties for any reason in connection with this Agreement, the Services, any other services provided in connection with your Account or the Platform, (C) any negligent, dishonest, fraudulent, or criminal act or omission by your or any of your officers, managers, partners, directors, Affiliates, employees, or independent agents or contractors, (D) any claim or dispute between you and Revolut and (E) any failure by you or your officers, managers, partners, directors, Affiliates, employees, independent agents or contractors to comply with any laws, rules or regulations applicable to you or them. Notwithstanding the foregoing, an Apex Crypto Indemnified Person shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which is solely caused by its own individual gross negligence, willful misconduct or fraud, as determined by arbitration in accordance with Section 16 below.
14.2 Indemnification Procedures
Upon receipt by any Apex Crypto Indemnified Person(s) under this Section 14 of notice of the commencement of any action, and if a claim is to be made against you under this Section 14, the Apex Crypto Indemnified Person(s) will promptly notify you; provided, however, that no delay on the part of the Apex Crypto Indemnified Person(s) in notifying you shall relieve you from any obligation hereunder unless (and then solely to the extent) you thereby are prejudiced. Further, the omission to promptly notify you will not relieve you from any liability that you may have to any Apex Crypto Indemnified Person(s) otherwise than under this Section 14. In any such action brought against any Apex Crypto Indemnified Person(s), you will be entitled to participate in and, to the extent that you may wish, to assume the defense thereof, subject to the provisions herein stated, with counsel reasonably satisfactory to such Apex Crypto Indemnified Person(s). After notice from you to such Apex Crypto Indemnified Person(s) of your election to assume the defense thereof, you will not be liable to such Apex Crypto Indemnified Person(s) under this Section 14 for any legal or other expense subsequently incurred by such Apex Crypto Indemnified Person(s) in connection with the defense thereof other than reasonable costs of investigation or in the case of an actual or potential conflict of interest between you and any Apex Crypto Indemnified Person(s), identified in writing by counsel to the Apex Crypto Indemnified Person(s). You shall keep the Apex Crypto Indemnified Person(s) informed of the status of the defense of such claims, and you will not agree to any settlement without consent of the Apex Crypto Indemnified Person(s), which consent will not be unreasonably withheld. The Apex Crypto Indemnified Person(s) shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not, other than in the case of an actual or potential conflict of interest between you and Apex Crypto Indemnified Person(s), be at your expense if you have assumed the defense of the action with counsel satisfactory to the Apex Crypto Indemnified Person(s). In the event that the Apex Crypto Indemnified Person(s) reasonably believes that you are not adequately defending a claim, the Apex Crypto Indemnified Person(s) will have the right to assume the defense of such claims at your sole expense. You will not settle any action unless such settlement completely and finally releases the Apex Crypto Indemnified Person(s) from any and all liability and otherwise is acceptable to the Apex Crypto Indemnified Person(s). Except with your prior written consent, the Apex Crypto Indemnified Person(s), you may not confess any claim or make any compromise in any case in which you may be required to provide indemnification.
15. Limitation of Liability
YOUR ACCOUNT AT APEX CRYPTO, THE SERVICES, YOUR USE OF THE ACCOUNT, PLATFORM, YOUR USE OF THE PLATFORM AND ANY OTHER SERVICES PROVIDED TO YOU IN CONNECTION THEREWITH ARE PROVIDED BY APEX CRYPTO AND ITS AFFILIATES AND ANY OTHER SERVICE PROVIDERS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APEX CRYPTO DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY THAT ANY OF THE SERVICES OR THE PLATFORM, OR ANY DATA OR OTHER INFORMATION PROVIDED TO YOU BY APEX CRYPTO OR ITS AFFILIATES OR THROUGH THE PLATFORM WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS. THERE IS NO WARRANTY THAT THE SERVICES PROVIDED HEREUNDER OR THE PLATFORM WILL BE ERROR FREE, UNINTERRUPTED, TIMELY, RELIABLE, COMPLETE OR ACCURATE.
None of Apex Crypto, Apex Clearing, any of their Affiliates nor any of their officers, directors, managers, partners, employees or independent agents or contractors will be liable to you or any of your Affiliates for any losses, expenses (including legal fees and costs), liabilities, damages, costs, demands, obligations, penalties, charges, causes of action, claims, fines, taxes or amounts due of any kind (both known and unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, payable now or payable in the future, accrued or not accrued) (collectively, “Losses”) arising out of, related to or resulting from your Account, the Services or your use of the Services, including without limitation any trading or other activities conducted in the Account, the Platform or your use of the Platform, including without limitation, your sending orders for the purchase and sale of cryptocurrencies to Apex Crypto and directing the transfer of funds to Apex Crypto, and the storage of your cryptocurrencies, except to the extent and only to the extent that your Losses are actual and have been finally determined by a court of competent jurisdiction or arbitration panel to have resulted solely from the gross negligence, intentional misconduct or fraud of Apex Crypto, any of its Affiliates or any of their officers, directors, managers, partners, employees or independent agents or contractors. You will not be held liable for such actual Losses that have been finally determined to have resulted solely from the gross negligence, intentional misconduct or fraud of Apex Crypto, any of its Affiliates or any of their officers, directors, managers, partners, employees or independent agents or contractors.
Further, none of Apex Crypto, any of its Affiliates or any of their officers, directors, managers, partners, employees or agents will have responsibility for Losses or have any other liability to you (i) arising out of or resulting from any actions or inactions or performance of services by any third party or actions of other participants in the markets with respect to your Account or the activities conducted through your Account or (ii) arising out of or resulting from system failures, outages, Unauthorized Access, conversion of property, errors of any kind, government actions, force majeure events, trading suspensions, or any other causes over which Apex Crypto does not have direct control. Further, none of Apex Crypto, any of its Affiliates or any of their officers, directors, managers, partners, employees or agents shall be liable for any Losses that are not direct damages, including without limitation, indirect, special, incidental, punitive, consequential or exemplary damages, which includes trading losses, lost profits and other lost business opportunities relating to the Account, the Services and your use of the Services, the Platform and your use of the Platform, including without limitation for sending orders for the purchase and sale of cryptocurrencies to Apex Crypto, directing the transfer of funds to Apex Crypto and the storage of your cryptocurrencies.
16. Dispute Resolution
In the event of a dispute between the parties, such dispute shall be settled by arbitration before one arbitrator sitting in Chicago, Illinois, unless the amount in dispute exceeds $1,000,000, in which case the arbitration shall be before three independent arbitrators sitting in Chicago, Illinois.
16.1 ARBITRATION DISCLOSURE.
(i) ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
(ii) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL; PROVIDED, HOWEVER, THAT THE PARTIES RESERVE THE RIGHT TO SEEK PURELY INTERIM OR EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION AS SET FORTH BELOW.
(iii) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS.
(iv) THE ARBITRATOR OR ARBITRATION PANEL SHALL ISSUE A REASONED AWARD.
16.2 ARBITRATION AGREEMENT.
EACH PARTY AGREES TO ADVISE THE OTHER PARTY PROMPTLY IN THE EVENT A DISPUTE ARISES BETWEEN THEM (OR ANY OF THEIR AFFILIATES, IT BEING UNDERSTOOD THAT AFFILIATES ARE BOUND BY THIS USER AGREEMENT). THE PARTIES AGREE TO ATTEMPT TO RESOLVE ANY SUCH DISPUTE INFORMALLY BEFORE FILING A FORMAL ACTION. IF A DISPUTE CANNOT BE RESOLVED INFORMALLY WITHIN THIRTY (30) DAYS, AND MEDIATION (DESCRIBED BELOW) FAILS TO RESOLVE THE DISPUTE, EITHER PARTY MAY FILE AN ARBITRATION DEMAND. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY FILE AN ARBITRATION DEMAND PRIOR TO SUCH TIME TO COMPLY WITH ANY STATUTE OF LIMITATION OR TIMING REQUIREMENTS TO PRESERVE ITS CLAIMS.
ANY CONTROVERSY, DEMAND, CAUSE OF ACTION, WHETHER IN TORT, CONTRACT, BY STATUTE OR OTHERWISE, BETWEEN YOU AND APEX CRYPTO (OR ITS AFFILIATES) INCLUDING THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ACCOUNT, ANY ACTIVITIES IN THE ACCOUNT, INCLUDING WITHOUT LIMITATION, ANY USE OF THE SERVICES, USE OF THE PLATFORM, THIRD PARTY SERVICES, SENDING ORDERS FOR THE PURCHASE OR SALE OF CRYPTOCURRENCIES, AND THE STORAGE OF YOUR CRYPTOCURRENCIES, SHALL BE EXCLUSIVELY, FULLY AND FINALLY RESOLVED BY BINDING ARBITRATION PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES (INCLUDING THE EXPEDITED PROCEDURES FOR SUCH RULES IF THE MATTER IS ARBITRATED BY A SINGLE ARBITRATOR). THE ARBITRATION WILL BE HELD IN CHICAGO, ILLINOIS, UNLESS SUCH LOCATION IS NOT CONVENIENT, THE ARBITRATION WILL BE HELD IN THE COUNTY OF YOUR RESIDENCE. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE. THE MATTER SHALL BE DECIDED BY ONE INDEPENDENT ARBITRATOR, UNLESS THE AMOUNT IN DISPUTE IS IN EXCESS OF $1,000,000, THEN THE ARBITRATION SHALL BE DECIDED BY A PANEL OF THREE INDEPENDENT ARBITRATORS, ONE CHOSEN BY APEX CRYPTO, ONE CHOSEN BY YOU AND THE THIRD CHOSEN BY THE FIRST TWO ARBITRATORS. THE ARBITRATOR(S) SHALL HAVE INDUSTRY RELATED EXPERIENCE. THE ARBITRATOR(S) SHALL APPLY THE SUBSTANTIVE LAW OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT MAY APPLY. THE ARBITRATION ITSELF SHALL BE GOVERNED BY FEDERAL ARBITRATION ACT 9 USC §1 ET. SEQ. AND JUDGMENT UPON THE AWARD MAY BE ENTERED BY ANY COURT HAVING COMPETENT JURISDICTION. THE ARBITRATOR OR PANEL SHALL ISSUE A REASONED AWARD. APEX CRYPTO SHALL BE RESPONSIBLE FOR THE COSTS OF THE ARBITRATION AND THE PARTIES OWN LEGAL FEES AND COSTS, UNLESS APEX CRYPTO IS THE PREVAILING PARTY, IN WHICH CASE YOU WILL PAY ONE-HALF OF THE COSTS OF THE ARBITRATION AND YOUR LEGAL FEES AND COSTS. THE ARBITRATORS SHALL BE SPECIFICALLY AUTHORIZED TO AWARD LEGAL FEES AND COSTS OF ARBITRATION TO THE PREVAILING PARTY. THE DUTY TO ARBITRATE DESCRIBED HEREIN SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES HEREBY WAIVE TRIAL IN A COURT OF LAW OR BY JURY. ALL ARBITRATION CLAIMS WILL BE BROUGHT ON AN INDIVIDUAL BASIS AND YOU WAIVE ANY RIGHTS YOU HAVE TO PARTICIPATE IN A CLASS ACTION RELATING TO ANY MATTERS DESCRIBED IN THIS DISPUTE RESOLUTION SECTION.
ANY DISPUTE REQUIRING INJUNCTIVE OR OTHER EMERGENCY EQUITABLE RELIEF MAY BE BROUGHT DIRECTLY TO A COURT OF COMPETENT JURISDICTION. THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE OR FEDERAL COURT LOCATED IN CHICAGO, ILLINOIS FOR ANY SUIT SEEKING INTERIM OR INJUNCTIVE RELIEF OR TO CONFIRM AND EXECUTE UPON THE AWARD. YOU HEREBY AGREE TO SUCH EXCLUSIVE JURISDICTION AND VENUE AND WAIVE ANY RIGHTS YOU MAY HAVE TO CLAIM THAT THE FORUM IS NOT CONVENIENT AND OTHER CLAIMS TO INVALIDATE SUCH JURISDICTION.
BEFORE COMMENCING AN ACTION IN ARBITRATION, THE PARTIES SHALL PROMPTLY SUBMIT ANY DISPUTE THAT THEY HAVE FAILED TO PROMPTLY RESOLVE TO MEDIATION BEFORE JAMS IN CHICAGO, ILLINOIS OR AT A LOCATION AGREED TO BY THE PARTIES, THE PARTIES SHALL JOINTLY SELECT THE MEDIATOR, OR IF THE PARTIES ARE UNABLE TO AGREE UPON A MEDIATOR, THEN THE DISPUTE SHALL BE SUBMITTED TO NON-BINDING MEDIATION BEFORE JAMS. THE COST OF THE MEDIATION SHALL BE PAID BY APEX CRYPTO. IF THE PARTIES ARE UNABLE TO ACHIEVE A MUTUALLY AGREEABLE RESOLUTION OF THE DISPUTE THROUGH MEDIATION WITHIN 60 DAYS AFTER COMMENCEMENT OF MEDIATION PROCEEDINGS, THE PARTIES HEREBY AGREE TO SUBMIT THEIR DISPUTE TO BINDING ARBITRATION DESCRIBED ABOVE. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY FILE AN ARBITRATION DEMAND AT ANY TIME TO COMPLY WITH ANY STATUTE OF LIMITATION OR TIMING REQUIREMENTS TO PRESERVE ITS CLAIMS.
17. Governing Law and Venue
This Agreement shall be governed by the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware, without regard to the conflicts of law principles that would apply the laws of any other jurisdiction.
Apex Crypto is registered with the U.S. Department of Treasury Financial Crimes Enforcement Network (“FinCEN”) as a money services business (“MSB”). As a registered MSB, Apex Crypto is subject to the Bank Secrecy Act and its implementing regulations (collectively, the “BSA”) which set out the requirements imposed upon financial institutions to implement policies and procedures reasonably designed to detect and prevent money laundering and terrorist financing. You understand and acknowledge that your access to and use of the Services is subject to compliance with Apex Crypto’s AML Program. You understand and acknowledge that Apex Crypto is not a registered broker-dealer and is not a member of the Financial Industry Regulatory Authority or the SIPC. You further understand and acknowledge that your cryptocurrency holdings are not protected by the FDIC or SIPC, or any other insurance.
18.2 Compliance with Applicable Laws
Cryptocurrency Transactions are subject to applicable laws, regulations, and rules of federal and state governmental and regulatory authorities (collectively, “Applicable Laws”). You understand that compliance with Applicable Laws may include compliance with any guidance or direction of any regulatory authority or government agency, any writ of attachment, lien, levy, subpoena, warrant, or other legal order (collectively, “Legal Orders”).
You understand and acknowledge that in no event will Apex Crypto be obligated to affect any Cryptocurrency Transaction it believes would violate any Applicable Law. You further understand and acknowledge that Apex Crypto is not responsible for any losses, whether direct or indirect, that you may incur as a result of Apex Crypto’s good faith efforts to comply with any Applicable Law, including any Legal Order.
18.3 State Licenses and Disclosures
Apex Crypto maintains licenses to engage in money transmission activities in certain states, and these licenses may impact our provision and your use of certain Services depending on where you live. Apex Crypto’s licenses and corresponding required disclosures can be found at https://apexcrypto.com/legal, which is incorporated by reference.
Disclosure: Apex Crypto LLC is not a broker-dealer. Assets held at Apex Crypto LLC are not protected by SIPC or the FDIC. Purchasing cryptocurrencies comes with a number of risks, including volatile market price swings or flash crashes, fraud, market manipulation, and cybersecurity risks. Please review your account agreement with Apex Crypto LLC for further elaboration on these risks.