Nodexx (hereinafter referred to as the "Company") is a company duly incorporated under the laws of the British Virgin Islands ("BVI"). The Company operates nodexx.co (the "Website"), a platform dedicated to the trading of Digital Assets and the provision of related services (collectively, the "Services").

For the purposes of this User Agreement, the Company and the Website shall collectively be referred to as "we," "us," or "our." Any natural person or legal entity accessing or using the Website shall be referred to as "you," "your," or the "User." Collectively, you and we shall be referred to as the "Parties," and individually as a "Party."

To facilitate access for users worldwide, the Website may make its content available in multiple languages. In the event of any inconsistency, ambiguity, omission, or conflict between different language versions, the Chinese version shall prevail.

Important Notice

You are hereby advised that:

Digital Assets are not issued, guaranteed, or backed by any financial institution, governmental authority, company, or by this Website.
The Digital Asset market is relatively new, remains largely unregulated, and its future development and adoption are uncertain.
Digital Assets are primarily traded for speculative purposes and have limited acceptance in retail and commercial markets. Due to their highly volatile nature, continuous 24-hour trading, the absence of daily price limits, market-making activities, and changes in global governmental policies, the prices of Digital Assets may fluctuate significantly.
We reserve the right, at our sole discretion, to suspend or terminate your Account or your access to the Services at any time if we determine that:
1. you have violated this Agreement;
2. the provision of the Services to you is unlawful in your jurisdiction; or
3. your use of the Services otherwise violates applicable laws or regulations.
Individuals located in or residing in the United States, Singapore, Hong Kong, or Japan are prohibited from using the Services.

Risk Disclosure

Trading and investing in Digital Assets involves a high degree of risk and is not suitable for most investors.

You acknowledge and agree that investments in Digital Assets may result in the partial or complete loss of your invested capital. You should determine the amount of your investment based solely on your own financial circumstances and risk tolerance.

You further acknowledge that Digital Assets may give rise to additional derivative and systemic risks. If you have any doubts regarding your investment decisions, you are strongly encouraged to seek independent advice from a qualified financial adviser before engaging in any Digital Asset transactions.

In addition to the risks described above, there may also be unforeseen risks that cannot reasonably be anticipated.

Accordingly, before purchasing, selling, or otherwise dealing in any Digital Assets, you should carefully evaluate your financial circumstances and exercise independent judgment.

You shall bear sole responsibility for all losses arising from your investment decisions, and we shall not be liable for any loss or damage of any kind.

You Acknowledge That

The Website serves solely as a platform through which users may obtain information relating to Digital Assets, identify potential counterparties, negotiate transactions, and conduct Digital Asset trades. The Website is not a party to any transaction conducted between users. You are solely responsible for independently verifying the authenticity, legality, validity, and accuracy of any Digital Assets, information, or counterparties, and for bearing any resulting risks or liabilities.
All opinions, news, analyses, prices, market commentary, recommendations, and other information made available on the Website are provided for general informational purposes only and do not constitute investment, financial, legal, tax, or other professional advice. We shall not be liable for any direct or indirect loss, including but not limited to any loss of profits, arising from your reliance on such information.
We reserve the right to modify, update, or remove any content on the Website at any time without prior notice. Although we make reasonable efforts to ensure the accuracy of the information published on the Website, we make no representation or warranty regarding its completeness, accuracy, or timeliness and shall not be liable for any loss resulting from delays, interruptions, transmission failures, internet connectivity issues, or any other technical malfunction.
The use of internet-based trading systems involves inherent risks, including but not limited to software failures, hardware failures, communication interruptions, and internet connectivity issues. Because we have no control over the reliability or availability of the Internet, we disclaim all liability for any delays, distortions, interruptions, or transmission failures arising therefrom.
nodexx.co is the only official external information publishing platform of the Website.

General Provisions

8.1

This User Agreement (the "Agreement" or the "Terms and Conditions") consists of this Agreement, the Privacy Policy, the Know Your Customer ("KYC") and Anti-Money Laundering ("AML") Policy, together with any other rules, announcements, notices, guidelines, or policies that have been or may hereafter be published on the Website, all of which shall form an integral part of this Agreement.

8.2

Before using any of the Services provided through the Website, you shall carefully read and fully understand this Agreement. If you have any questions regarding this Agreement, you are encouraged to seek independent legal advice.

If you do not agree to any provision of this Agreement, or to any future amendment made by us from time to time, you must immediately discontinue accessing or using the Website and the Services.

By accessing the Website, using any of the Services, or engaging in any similar activity, you acknowledge that you have read, understood, and agreed to be legally bound by this Agreement, including any amendments, modifications, or updates published by us from time to time.

8.3

Upon completing the registration process in accordance with the Website's requirements and providing all required information, you will become a registered member of the Website (a "Member").

During the registration process, clicking the "I Agree" button or any similar button shall constitute your electronic signature and shall have the same legal effect as a handwritten signature.

Likewise, by accessing or using the Website through any method permitted by the Website, you acknowledge that you have read, understood, accepted, and agreed to be bound by all provisions of this Agreement, regardless of whether a handwritten signature exists.

8.4

Upon successful registration, you will be assigned a Member Account together with the corresponding login credentials.

You are solely responsible for maintaining the confidentiality and security of your Account, password, and any other authentication credentials.

You shall bear full responsibility for all activities conducted through your Account.

8.5

Unless and until you have successfully completed registration and become a Member, you shall not be entitled to conduct Digital Asset transactions through the Website or access any Services that are available exclusively to registered Members.

Non-registered users may only browse the Website and use those Services expressly made available to the public.

8.6

By registering as a Member and using any Service provided by the Website, you represent, warrant, and undertake that:

8.6.1

You agree to be legally bound by all terms and conditions contained in this Agreement.

8.6.2

You are at least 16 years of age, or have otherwise reached the legal age required under the laws applicable in your jurisdiction to enter into a legally binding agreement.

You further represent and warrant that your registration, use of the Website, purchase or sale of Digital Assets, publication of information, and all other activities conducted through the Website comply with all applicable laws and regulations governing your jurisdiction.

You also confirm that you possess the legal capacity and authority to enter into this Agreement, conduct Digital Asset transactions, and use the Services.

8.6.3

You represent and warrant that all Digital Assets involved in your transactions are lawfully acquired and legally owned by you.

8.6.4

You acknowledge and agree that you shall bear sole responsibility for all trading and non-trading activities conducted through your Account, including all resulting profits and losses.

8.6.5

You represent and warrant that all information provided during registration is true, accurate, complete, and not misleading.

8.6.6

You agree to comply with all applicable laws and regulations, including any tax reporting or payment obligations arising from your transactions.

8.6.7

You agree not to engage in any conduct that may damage the interests, reputation, or lawful rights of the Website or the Company, whether such conduct relates directly or indirectly to the Services.

8.6.8

This Agreement governs only the legal relationship between you and us and shall not govern any legal relationship, dispute, claim, or liability arising between users of the Website or between you and any third party in connection with Digital Asset transactions.

Amendments to the Agreement

We reserve the right, at our sole discretion, to amend, revise, modify, or supplement this Agreement at any time.

Any such amendment shall become effective immediately upon publication on the Website unless otherwise specified.

The effective date of the revised Agreement shall be indicated at the beginning of the updated version.

You are responsible for reviewing this Agreement periodically to remain informed of any amendments.

If you do not agree with any amendment, you must immediately discontinue your use of the Website and the Services.

Your continued access to or use of the Website following the publication of any amendment shall constitute your acceptance of the revised Agreement and your agreement to be legally bound by its terms.

Registration

10.1 Eligibility

You represent and warrant that, upon completion of the registration process or upon otherwise accessing or using the Services provided through the Website, you are a natural person, legal entity, or other organization with the legal capacity and authority required under the applicable laws of your jurisdiction to enter into this Agreement and to use the Services.

By clicking the button indicating your agreement to register, you confirm that you, or your duly authorized representative, have accepted the terms of this Agreement. Where registration is completed by an authorized representative, such representative shall be deemed to have the authority to bind you to this Agreement and to use the Services on your behalf.

If you do not possess the legal capacity required to enter into this Agreement, you and your authorized representative (if any) shall bear all legal consequences arising therefrom. The Company reserves the right to reject your registration, suspend or permanently terminate your Account, and pursue any remedies available under applicable law.

10.2 Purpose of Registration

You represent and warrant that your registration on the Website is not intended to violate any applicable laws or regulations, nor to disrupt, manipulate, or otherwise interfere with the normal operation or trading order of the Digital Asset marketplace operated through the Website.

10.3 Registration Process

10.3.1

You agree to provide a valid email address, mobile phone number, and any other information required on the user registration page of the Website.

You may log in to the Website using your registered email address, mobile phone number, or any other login method that may be permitted by the Website from time to time.

Where required by applicable laws, regulations, or the competent authorities in your jurisdiction, you shall provide your legal name, government-issued identification documents, and any additional information required under applicable laws, the Privacy Policy, or the KYC and AML Policy.

You further agree to promptly update your registration information whenever necessary to ensure that it remains true, accurate, complete, and up to date.

All information submitted during registration shall constitute your Registration Information.

You shall be solely responsible for the authenticity, completeness, and accuracy of such information and for any direct or indirect losses arising from any false, inaccurate, incomplete, or outdated information.

10.3.2

Where the laws or regulations of your country or jurisdiction require that a mobile phone number be registered under the user's real identity, you represent and warrant that the mobile phone number provided during registration has been duly registered in accordance with such requirements.

You acknowledge and agree that any direct or indirect loss, liability, or adverse consequence arising from your failure to provide a compliant mobile phone number shall be borne solely by you.

10.3.3

Once you have provided all required registration information in a lawful, complete, and valid manner, and such information has successfully passed the applicable verification procedures, you will be entitled to obtain an Account and password for the Website.

Your registration shall be deemed complete upon the issuance of your Account credentials, after which you may log in to the Website as a registered Member.

10.3.4

You agree to receive emails, text messages (SMS), push notifications, and other communications from the Website relating to the administration, operation, security, and provision of the Services.

Services

The Website provides an online trading platform that enables users to engage in Digital Asset transactions, including but not limited to the purchase, sale, and exchange of Digital Assets.

The Website acts solely as a technology platform and is not a buyer, seller, broker, dealer, investment adviser, or counterparty to any transaction conducted between users.

Unless otherwise expressly stated, the Website does not provide fiat currency deposit or withdrawal services.

11.1 Scope of Services

Subject to this Agreement, you may:

11.1.1

Access real-time market quotations and trading information relating to Digital Assets available on the Website;

Submit trading instructions and execute Digital Asset transactions through the Website.

11.1.2

Access, review, and manage the information associated with your Member Account, and utilize the features and functions made available through the Website.

11.1.3

Participate in promotional campaigns, marketing activities, reward programs, and other events organized by the Website in accordance with the applicable rules governing such activities.

11.1.4

Access any additional services that the Website may make available from time to time.

11.2 Service Rules

You agree to comply with the following rules governing your use of the Services provided through the Website:

11.2.1

You shall comply with all applicable laws, regulations, rules, and governmental policies, and ensure that all Digital Assets held or transferred through your Account are derived from lawful sources.

You shall not engage in any unlawful activity or any conduct that infringes upon the rights or interests of the Website or any third party, including but not limited to:

transmitting or receiving unlawful, fraudulent, defamatory, or infringing information;
distributing pyramid selling, multi-level marketing, or other prohibited promotional materials;
disseminating malicious, misleading, or otherwise harmful information;
forging, falsifying, or unauthorized use of the Website's email headers, domain names, or communication identifiers; or
engaging in any other conduct prohibited under applicable laws or this Agreement.

11.2.2

You are solely responsible for safeguarding your Account credentials, including your login password, transaction password (if applicable), the mobile phone number linked to your Account, and any verification codes or authentication credentials sent to or generated for your Account.

You shall bear sole responsibility for all activities conducted using your Account credentials, regardless of whether such activities are authorized by you.

If you become aware of any unauthorized access to your Account, unauthorized use of your password, transaction password, verification code, or any other security incident affecting your Account, you must promptly notify the Website and request that appropriate protective measures be taken.

Although we will take reasonable action within a commercially reasonable period after receiving your notice, we shall not be liable for any loss or damage arising prior to the implementation of such measures.

Without our prior written consent, you shall not assign, transfer, lend, lease, donate, sublicense, or otherwise permit any third party to use your Account.

11.2.3

You acknowledge and agree that you are solely responsible for all activities conducted through your Account, including but not limited to:

publishing or disclosing information;
submitting instructions;
electronically accepting agreements or policies;
executing online transactions;
renewing subscriptions; and
purchasing products or services.

11.2.4

When conducting Digital Asset transactions through the Website, you shall not:

manipulate or interfere with the normal operation of the Digital Asset market;
disrupt the trading order of the Website;
interfere with the normal operation of the Website through technical means or otherwise;
impair the ability of other users to access or use the Services; or
maliciously damage the reputation or goodwill of the Website by publishing false or misleading information.

11.2.5

In the event of any dispute arising between you and another user in connection with any transaction conducted through the Website, you shall not request the Website to disclose any information relating to the other user except as required by applicable law, a court of competent jurisdiction, or a governmental or regulatory authority.

11.2.6

You shall be solely responsible for all taxes, duties, levies, governmental charges, and any expenses relating to hardware, software, internet access, telecommunications, or other costs incurred in connection with your use of the Services.

11.2.7

You shall comply with this Agreement and any additional rules, operating procedures, notices, or policies published by the Website from time to time.

You may discontinue your use of the Services at any time.

11.3 Product Rules

11.3.1 Trading Rules

When conducting Digital Asset transactions through the Website, you agree to comply with the following trading rules.

11.3.1.1 Viewing Trading Information

Before placing any order, you shall carefully review all trading information displayed on the Website, including but not limited to:

the trading pair;
the quoted price;
order quantity;
transaction fees;
the order type;
the buy or sell direction; and
any other relevant trading information.

By submitting an order, you acknowledge that you have fully reviewed, understood, and accepted all applicable trading information.

11.3.1.2 Submission of Orders

After reviewing and confirming the relevant trading information, you may submit a trading order through the Website.

Upon submission of your order, you irrevocably authorize the Website to transmit and match your order through the trading system.

Where your order matches a corresponding order in accordance with the matching engine of the Website, the transaction shall be automatically executed without further notice or confirmation.

Once an order has been matched and executed, it shall become final and legally binding upon the Parties and may not be revoked except as otherwise required by applicable law or expressly provided by the Website.

11.3.1.3 Transaction Records

You may review your completed transactions, account history, and other transaction records through the Account Management Center or any equivalent interface provided by the Website.

The transaction records maintained by the Website shall constitute prima facie evidence of the transactions conducted through your Account, unless proven otherwise by clear and convincing evidence.

11.3.1.4 Cancellation or Amendment of Orders

You may cancel or amend an open order at any time prior to execution, provided that such order has not been matched.

Once an order has been matched or executed, it may no longer be cancelled, amended, or withdrawn except where otherwise required by applicable law or expressly permitted by the Website.

Rights and Obligations of the Website

12.1

If you do not satisfy the eligibility requirements set forth in this Agreement, the Website reserves the right to refuse your registration application. If you have already completed registration, the Website may suspend or terminate your Membership Account at any time. We further reserve the right to pursue any legal remedies available against you or your authorized representative.

Nothing in this Agreement shall be construed as obligating the Website to approve any registration application, and we reserve the right, at our sole discretion, to accept or reject any application for registration.

12.2

Where the Website determines, at its sole discretion, that you or any of your affiliated Accounts are not suitable for high-risk investment activities, we reserve the right to suspend, restrict, or terminate your Account(s) and your access to all or part of the Services without prior notice.

12.3

If the Website reasonably determines that the individual accessing or operating an Account is not the original registered account holder, we reserve the right to suspend, restrict, or permanently terminate access to such Account.

12.4

If, through technical verification, manual review, or any other reasonable means, the Website has reason to believe that any information you have provided is inaccurate, false, misleading, invalid, incomplete, or outdated, we reserve the right to:

require you to correct or update such information;
suspend or restrict your access to the Services;
terminate your Account; or
take any other measures deemed necessary to ensure compliance with applicable laws and this Agreement.

12.5

If the Website identifies any obvious error, omission, system malfunction, pricing anomaly, or inaccurate information displayed on the Website, we reserve the right to correct such information at any time.

The correction of such errors shall not give rise to any liability on the part of the Website.

12.6

The Website reserves the right, at any time and at its sole discretion, to modify, suspend, discontinue, or terminate any part of the Services without prior notice.

Where one or more Services are permanently discontinued, such discontinuation shall become effective upon publication of the relevant notice on the Website unless otherwise specified.

12.7

The Website shall implement commercially reasonable technical safeguards and administrative measures to ensure the secure and stable operation of the Platform, maintain an orderly trading environment, and provide reliable Digital Asset trading services.

12.8

If you fail to log in to your Member Account for a continuous period of one (1) year, the Website reserves the right to deactivate or terminate your Account.

Following such termination, the username or account identifier associated with the terminated Account may be reassigned to another eligible user.

12.9

The Website shall use commercially reasonable efforts to enhance system security and protect the Digital Assets held within your Account.

Where reasonably foreseeable security risks affecting your Account are identified, we will make reasonable efforts to notify you in a timely manner.

12.10

The Website reserves the right, without prior notice, to remove, delete, restrict, or otherwise dispose of any information, content, or materials that violate applicable laws, regulations, governmental requirements, or the rules of the Website.

12.11

To comply with applicable laws, regulations, regulatory requirements, sanctions programs, judicial orders, or governmental requests in your jurisdiction, the Website may require you to provide additional information, supporting documents, or verification materials.

You agree to provide all reasonable assistance necessary to facilitate such compliance.

Failure to provide the requested information within the required timeframe may result in the suspension, restriction, or permanent termination of your Account or your access to some or all of the Services.

Indemnification

13.1

To the maximum extent permitted by applicable law, the total aggregate liability of the Website and the Company for any direct damages arising out of or relating to this Agreement or the Services shall not exceed the total fees actually paid by you to the Website during the three (3) months immediately preceding the event giving rise to the claim.

13.2

If you breach this Agreement or violate any applicable law, regulation, or governmental requirement, you agree to indemnify, defend, and hold harmless the Website, the Company, their affiliates, directors, officers, employees, agents, and representatives from and against any and all losses, liabilities, damages, claims, actions, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to such breach.

Without limiting the foregoing, you agree that the amount of liquidated damages payable to the Website shall be no less than USD 2,000,000 (Two Million United States Dollars). If the actual damages exceed such amount, you shall remain liable for the full amount of the excess loss.

Injunctive Relief

You acknowledge and agree that monetary damages alone may not constitute an adequate remedy for any actual or threatened breach of this Agreement.

Accordingly, each Party shall be entitled to seek temporary, preliminary, permanent, or equitable injunctive relief, specific performance, or any other remedy available at law or in equity, without the necessity of proving actual damages or posting any bond or other security, to prevent or restrain any breach or threatened breach of this Agreement.

Limitation of Liability and Disclaimer

15.1

You acknowledge and agree that, to the fullest extent permitted by applicable law, neither the Website, the Company, nor any of their affiliates, directors, officers, employees, agents, or service providers shall be liable for any of the following losses or damages:

15.1.1

Loss of income;

15.1.2

Loss of trading profits, anticipated profits, business opportunities, or contractual benefits;

15.1.3

Business interruption or disruption;