Thank you for visiting xChange.me! We hope that you will find these Terms and Conditions helpful to understand the nature and scope of agreement you may enter to enjoy our services.

By visiting, accessing, using xChange.me, you acknowledge and agree that you have read, understood and accepted all of the terms and conditions in these Terms and Condition (“Terms”) and Table of Fees and Commissions available at xChange.me/fees.

This Terms constitutes agreement between: You (“you”, “Customer”, “User”) and the following service provider (“we,” “us” or “our”) Pacific Ventures LTD established and registered on the territory of Marshall Islands, under number 112820, with registered office at Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands (hereinafter referred to as “Operator”, “PM”).

For the avoidance of doubt, these Terms have two parties - you and PM.

PLEASE READ THESE TERMS CAREFULLY AS THEY CONTAIN YOUR LEGAL RIGHTS AND OBLIGATIONS AND PROVIDE YOU WITH CLEAR OVERVIEW OF OUR SERVICES AND SCOPE OF OUR LIMITED RESPONSIBILITY. WARNING! BY ACCEPTING THESE TERMS YOU ENTER INTO THE LEGALLY BINDING CONTRACT WITH ST. IN PARTICULAR, YOU VOLUNTARILY SUBMIT LEGAL RELATIONSHIP WITH US EXCLUSIVELY TO ARBITRATION THEREFORE EXCLUDING THE JURISDICTION OF ANY STATE COURTS OVER THESE MATTERS. IF YOU DO NOT WANT TO ACCEPT THESE TERMS, IN PARTICULAR YOU DO NOT WANT TO WAIVE YOUR RIGHT TO THE STATE COURT PLEASE REJECT THESE TERMS AND LEAVE OUR SITE IMMEDIATELY.

If you do not agree to be bound by these Terms and any subsequent amendments, changes or updates, you must not access or use any of the services we provide.

When using some specific features of the services or promotions, you may be requested to accept applicable additional terms and conditions.

DEFINITIONS

Under the Terms and Conditions, the following terms will apply:

1. AML/CFT - Anti Money Laundering and Counter Financing Terrorism
2. Business Day - day when banks are open for business in London;
3. Copyrights - rights subject to intellectual property laws protection;
4. Digital Currency - cryptocurrencies admitted to exchanging with XCHANGE.ME;
5. FATF - an international AML/CFT organization - Financial Action Task Force which sets global standards AML/CFT;
6. Fiat Currency - currency issued by competent bodies of internationally recognized countries;
7. Force Majeure - unforeseeable circumstances that prevent a party from fulfilling a contract;
8. Fee - our remuneration which you pay for trading with us. Fees are specified in Table of Fees;
9. Order - an instruction placed by you for the purpose of exchange of  Digital Currencies;
10. Personal Data - data identifying you as our client;
11. Platform - an internet platform xChange.me Onion platform available at xChange.me Onion, through which the Operator will provide Services to the User; Platform is an online blockchain technology-based platform which shall provide to the User opportunities to Exchange cryptocurrencies;
12. Restricted Locations - Iran, North Korea, Russia, Belarus and any other country we deem as such pursuant to FATF’s statements;
13. Sanctions Lists - lists of individuals subject to international sanctions;
14. Services - lists of individuals subject to international sanctions;
15. User - a human being with the unrestricted capacity to perform legal transactions or limited capacity to perform legal transactions, legal personality or an organizational unit without legal personality, who in any way uses the Platform or services provided on the Platform by the Operator after accepting these Terms and Conditions.

CONCLUDING AGREEMENT

1. The Agreement between you and us is concluded once you accept this Terms, Table of Fees and Table of Limits, as presented on the xchange.me website.
2. We may require you to provide additional information about you, your source of wealth and origin of Digital Currencies. We may require you to provide with documentation confirming and supplementing data provided.

ELIGIBILITY

1. To be eligible to use XCHANGE.ME, you must be at least 18 years old, have full legal capacity and reside in a country which we consider as appropriate based on FATF evaluation. In particular due to AML/CFT laws and obligations we may refuse to provide you access to our services if we detect that you are a resident of a country deemed by FATF as high risk or non-cooperative jurisdiction.
2. We do not provide Services to residents of Restricted Locations.
3. We shall not provide you Services or may withdraw to do so in case if we gain any knowledge that you are or could have been involved in any illegal activity. In particular we do not provide Services to persons listed on any Sanctions Lists.
4. We shall also refuse to provide you with Services if we become aware that you were involved in any activity which reasonably could have been harmful to us.
5. We shall exchange solely Digital Currencies of legal origin.
6. We do not provide Services to legal persons.

TECHNICAL REQUIREMENTS

1. In order to use our Services you need a device with access to the Internet You are obliged to ensure such compatibility and by no means we shall not be responsible to adapt the Service to your devices. You must be also aware that facilitating older devices and/or obsolete software or hardware cause disturbances or unavailability of our Service.
2. In case if we decide or if we need to change technical requirements of our Service we shall made available such information to you with prior notification unless it is beyond our control. Such change shall not be considered as an amendment of this Terms.

AVAILABILITY

1. We strive to make our services available to you on a 24/7 basis. We reserve the right to temporarily suspend or terminate the provision of some functionalities of the Service or entire Service due to the implementation of enhancements, maintenance or review. We shall notify you in advance about such scheduled limitations of availability of the Service.
2. As any on-line service, the XCHANGE.ME may be subject to temporary failure or interruption. We are constantly improving our infrastructure, but such risk may materialize any time and we exercise due diligence to remove such failure in reasonable time. To the highest extent as permitted by law we shall not be liable for any loss or damage resulting from such failures.
3. You must acknowledge that some functionalities or entire Service may be and/or become limited or unavailable in certain jurisdictions even without prior notification. We carry no liability nor responsibility for actions of any competent authorities who may at any time and without prior notification introduce such limitations.

SERVICE

1. Exchanging on our Platform does not involve any Fiat Currency.
2. You may exchange only Digital Currencies listed on the xChange.me page.
3. You hereby acknowledge that XCHANGE.ME scans your Digital Currency in order to follow our AML/CFT obligations and for that reason we reserve the right to reject any of your Orders.
4. For the purpose of exchanging your Digital Currency to Digital Currency you must place an Order on Platform specifying what Digital Currency you wish to exchange in return for other Digital Currency.
5. The Order consists of:
   1. Your Digital Currency for exchange;
   2. The amount of your Digital Currency;
   3. The Digital Currency you wish to receive;
   4. Our information on the exchange rate;
   5. information on the wallet for withdrawal;
   6. information on the wallet for refund in case the Order shall be canceled;
   7. information on our wallet where you shall be obliged to send your Digital Currency for the execution of the Order.
6. The Digital Currency you receive shall be deducted by transaction fee as specified in Table of Fees.
7. The minimal Order value for a given Digital Currency is specified by us in Table of Limits available on our website.
8. We reserve the right reject or to cancel any Order placed in following cases:
   1. you have not sent us sufficient amount of Digital Currency to execute an Order you placed;
   2. The Order is no longer possible to execute;
   3. we detect that the Digital Currency you are willing to trade may be associated with any illegal activity;
   4. any case related to your activity with regard to AML/CFT, 
   5. in any other case, when we have reasonable grounds to suspect that your action might have been related to any illegal activity, was intended to cause any damage to any User or to us.
9. In case we cancel the Order for reasons indicated above, the Digital Currency you sent shall be returned to the address specified by you.
10. We will strive to execute Order as soon as possible within 6 hours from the moment we receive your Digital Currency. Should the execution take longer, please contact us at [email protected].
11. Please note that if you misspell or provide other erroneous wallet address your Digital Currency might be loss which is outside our control. You may never get back your Digital Currency back and you accept that we shall not carry any liability for your any such conduct.
12. Digital Currency exchange rate presented in Order is not a fixed rate. Our exchange service attempts to provide accurate price and exchange rate information, which is volatile and subject to quick irregular fluctuation even without the knowledge of the User. Due to the rate fluctuations of cryptocurrencies, the difference can vary.
13. Once you place your Order you shall receive from us a link which you can use to monitor its status.

FEES

1. Exchange of Digital Currencies to Digital Currencies with our Services is charged with fees. You agree and authorize us to deduct a fee for each executed Order in the amount specified in Table of Fees and Commissions.
2. We may amend the Table of Fees and Commissions at any time with at least 7 days prior notice sent to your email address indicating the effective date of their introduction. New fees and commissions values shall be binding to as of the date of their entry into force and shall apply to Orders placed before the date of their entry into force.

ACKNOWLEDGEMENTS

1. You assume full responsibility for any such risk to exchanging on XCHANGE.ME.
2. XCHANGE.ME shall not be responsible for any such risks and adverse consequences.
3. Due to market fluctuations, lack of liquidity which are outside of our control, the execution of Order may not be possible, and in such cases we shall not carry any responsibility or liability.
4. You are responsible for following your local legal obligations and requirements. We shall not be liable for any loss or damage resulting from your failure to comply with any such regulations.
5. We have the right to investigate any alleged violation of these Terms, binding us laws and regulations and to take actions we deem necessary without your consent or prior notice. In particular we have the right to:
   1. block and cancel orders;
   2. report data we have about you and your activity to competent authorities.

RISK DECLARATION

1. Before using our Services, it is crucial that you understand the risks associated with Digital Currencies and our Services.
2. You hereby declare that you are aware and familiar with all risks related to Digital Currencies, In particular risks listed below. You are aware that such a list is not exhaustive and is not intended to be exhaustive. In our belief it refers to most common risks associated with Digital Currencies and some of them may apply in high extent and some to lesser extent. You must independently or with help of your advisor determine your risk appetite and determine if you want to exchange your Digital Currencies with us.You bear sole responsibility for materialization of any such or similar risk and cannot make any claims against us.
3. Fluctuation risk - prices of Digital Currencies fluctuate rapidly and in short period may lose significant value. In particular we may not be able to reach ratio of exchange we present to you while placing Order. We shall strive that the executed rate shall not vary more than 20% of what we presented to you in Order;
4. Liquidity risk - Under some circumstances you may find difficult to buy or sell Digital Currency since there might be no other user to trade with;
5. Suspension of trading - Under some circumstances we may be required to cease to offer to exchange of some Digital Currencies. Such suspension may arise either in our own discretion if we deem that trading such Digital Currencies may cause damage to us our Users, or in cases when we shall be obliged to do so by binding us laws.
6. Data transmission and infrastructure risk - use of our Service and access to our Platform via internet might be affected by, but not limited to, the failure of hardware, software, and connections. Such failures may cause, disruptions, errors, distortions or delays you may experience when using Platform.
7. Attack risk - your and our infrastructure may be subject to hostile attack what may affect the continuity of our Services.
8. Integrity risk - technology facilitated to develop, mine, maintain, transfer, verify your Digital Currency may be subject to attack and loss of its value.
9. Operations on Digital Currency - Digital Currencies may be canceled, lost, double spent or their value may be significantly decreased due to forks and rollbacks. Over the time given Digital Currencies may lose some their features what may cause their immediate depreciation.
10. Risk of origin - Some Digital Currencies might be associated with illegal activity or be originated in other illegal sources without your awareness, what may result in difficulties or inability in their depositing or trading.
11. Regulatory risk - the legal status of Digital Currency is still unclear in most of the countries. Regulations limiting trading of Digital Currencies may be expected.
12. Liquidation or bankruptcy risk - in case if XCHANGE.ME would stop its operations we shall have general liability to you limited to the value of Digital Currency assigned to you.

PROHIBITIONS

In connection with our Services you are strictly prohibited to:

1. use our Services in order the place proceeds from any illegal activity,
2. transact or deal in, any contraband Digital Currencies,
3. transact or deal in, any Digital Currencies that does not belong to you,
4. use Services against or to circumvent any Laws, including AML/CFT, anti-corruption laws, economic sanction,
5. use Services to evade taxes,
6. make any arrangements to trade, obtain financing or otherwise transact via our Services with anything other than Fiat Currencies, keys, property, real property, financial instruments of any nature, electronic money and services,
7. use any falsified or misleading data,
8. take advantage of any shortcomings in our Platform,
9. engage in spoofing, fictitious trading, price manipulation, wash trading, mixing or any Digital Currency data distorting activity.
10. place Orders with in a manner that may disrupt or cause negative impact on execution of Orders,
11. create false information that may affect market depth,
12. create impression that you act as our representative or proxy,
13. use any virtual private network, proxy service, or any other service, network, or product in order to disguise your IP address or location,
14. post, submit, publish, display, or transmit any data which may be objectively interpreted as offensive or against local customs,
15. violate or avoid any of the provisions in this Terms.

INTELLECTUAL PROPERTY

1. All copyright and other intellectual property rights provided in connection with the Services, are the proprietary property of PM or our licensors and are protected by Marshall Islands law and applicable international intellectual property rights laws.
2. We grant you a limited, nonexclusive and non-sublicensable license to access and use our intellectual property solely for your personal use. The license granted does not permit you to and sale, distribution, display, modification, copying, creating derivatives of our intellectual property. The license shall terminate as of the date of termination of agreement between you and us.

CLAIMS

1. You should send us complaints and disputes as soon as you become aware of them, maximum within 3 Business days of the date of the discovery at [email protected].
2. The complaint must contain following details:
   1. identification data,
   2. description of the occurrence subject to the complaint
   3. Your demand.
3. We shall put reasonable efforts to investigate your complaint as soon as possible no later than within 24 hours from the date of complaint submission.
4. In complicated cases we may prolong the 30 days period until 60 days from the date of the submission.

TERM AND TERMINATION

1. The agreement between you and us shall be concluded for the duration of placing Order, its execution and transmission of exchanged Digital Currency to you.
2. In case if we disclose that you are in breach of any provision of this Terms we may terminate the agreement with immediate effect as of the date of dispatch to you the termination notice.
3. Any outstanding fees, costs, charges, expenses, and liabilities accrued or incurred by you under this Terms (pro-rated where appropriate) shall be deductible or payable as of the execution of each Order.
4. We may immediately terminate agreement before the execution of Order if a Force Majeure Event has occurred.

DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS”- AND “AS AVAILABLE” BASIS, WITHOUT ANY KIND OF WARRANTIES. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND ACCEPT THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, IMMEDIATE, SECURE, AND/OR ERROR-FREE.

YOU ACKNOWLEDGE THAT YOUR DATA AND INFORMATION PROVIDED BY YOU MAY BECOME LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING FAILURES, CHANGES BY THIRD PARTY PROVIDERS, OUTAGES, FORCE MAJEURE OR OTHER DISASTERS INCLUDING THIRD PARTIES ILLEGAL ACTIVITY, MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT BETWEEN US EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.

INDEMNITY

1. You shall indemnify us and our officers, employees, contractors, directors, affiliates, subsidiaries, shareholders and successors, and hold them harmless from and against all third-party claims except those resulting solely from our breach of the Terms.
2. We shall indemnify and hold harmless you against all third-party claims except those resulting solely from your breach of the Terms.

YOUR DATA AND PRIVACY

1. The access to the XCHANGE.ME services does not require provision of Personal Data.
2. The information we may collect from you for further processing is solely data of your Digital Currency wallets.
3. We also use automated processes for gaining additional information about you which may include:
   1. scanning of your Digital Currencies;
   2. investigating your location with the support of third parties if we are required to do so under AML/CFT regulations and in order to verify if you are not placing orders from Restricted Locations.
4. You may voluntarily disclose your personal data by contacting us for instance by writing emails to us with your personal data.
5. We will put all reasonable efforts to keep all your data confidential.
6. Under limited circumstances, we may disclose your personal data you voluntarily provided to us to third parties as permitted by, or required to comply with, applicable laws, rules and/or regulations in the jurisdiction of which you are a citizen or a permanent resident and in order to comply with laws of Marshall Islands. For example, we may disclose personal information to cooperate with regulatory authorities and law enforcement agencies to comply with subpoenas or other official requests, and as necessary to protect our rights or property. Except as described herein, we will not use your personal information for any other purpose, unless we describe how such information will be used at the time you disclose it to us, or we obtain your permission.
7. Your e-mails, internet conversations (chat), meetings and other communications with us may be recorded/maintained by us for security purposes, compliance with the applicable laws and regulation. You may request to delete such correspondence and we shall follow such instruction to the extent as permitted by law. If you don’t want to be recorded you must terminate the agreement between you and us. You hereby acknowledge, that Digital Currencies may be recorded on public blockchain outside of scope of our control
8. We use shall use your personal data for the purpose of:
   1. communication
   2. to investigate your complaints or queries,
   3. to follow our legal obligations,
   4. for the purpose of safeguarding our legitimate interest.
9. The exhaustive information on how we use your personal data can be found in our Privacy Policy available at xchange.me.

FINAL PROVISIONS

1. Nothing in this Terms should be understood by you as legal, tax or advisory. Should you require any assistance regarding legal aspects and/or effectiveness you should contact your professional advisor.
2. We do not provide any advisory and you must not regard us as acting in that capacity. Some tools and information made available to you should be considered as decision supporting tools only. You should consult your professional advisors before entering into any transaction if you think you are not able to assess if it corresponds to your risk appetite. 
3. Any communication between you and us shall be made via emails. We shall the e-mail address you provided voluntarily to us. It is your responsibility to such email address operative.  
4. You may not assign or transfer any of your rights under this Terms. 
5. Headings of sections in this Terms are informative only and are intended to help you to navigate this document. 
6. This Terms and the agreement between us as well as any claim, counterclaim or dispute of any kind or nature whatsoever arising out of the Terms, directly or indirectly, shall be governed by, and construed in accordance with UNIDROIT Principles of International Commercial Contracts 2016.
7. Any dispute or claim arising out of or relating to this Terms, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The seat of the arbitration shall be Singapore. The number of arbitrators shall be three. The language of the arbitration shall be English. The arbitration clause shall be governed by the laws of Singapore.
8. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.