Part A: Scope And Application Of IXS Dex Rules
1. Introduction
1.1 These Rules govern the operation of IXS DEX and apply to IXS and all Users. Users shall also be bound by the Terms of Use and Privacy Policy which are incorporated into these Rules by reference.
1.2 These Rules represent a binding legal agreement between each User and IXS, and among all Users.
2. Definitions
2.1 The below terms have the meanings given to them in the table below:
|
| AML/CFT Laws | All applicable laws relating to anti-money laundering and countering the financing of terrorism, including all applicable statutes of all relevant jurisdictions and the rules and regulations thereunder. |
| Applicable Law and Regulation | Any legislation or other requirements having force of law, any order, writ, injunction or decree of any court, administrative agency or governmental body, and any regulatory requirements issued by any administrative agency or governmental body, including any subsidiary instruments, rules, notices, directions and guidelines issued thereunder. |
| Applicant | A User that has applied to list a Digital Asset on the IXS Exchange. |
| Applicant IP | All intellectual property that the Applicant owns, licenses or has the right to use, including any derivative works thereof. |
| Applicant Listing Data | Any data, documentation or information provided or transmitted to, or obtained or received by IXS from the Applicant in connection with the Applicant’s application for the listing of the Applicant’s Digital Assets on, or the Applicant’s use of, IXS Exchange (including but not limited to any data, documentation or information in the Applicant’s Listing Agreement). |
| Applicant’s Digital Asset | Digital Asset listed on IXS DEX on the application of an Applicant. |
| Approved Registered User | Any Applicant that lists, and/or any Investor that trades, any Digital Asset on the IXS DEX. |
| Business Day | Any day of the week on which commercial banks are open for business in The Bahamas. |
| Digital Asset | Any asset represented in digital form including wrapped tokens, security tokens, crypto tokens and stablecoin tokens. |
| Digital Asset Custodian | The licensed digital asset custodian holding Digital Assets for the benefit of Investors on IXS DEX. |
| Encumbrances | Any legal encumbrances on any Digital Asset, including charges, liens, mortgages, pledges, pre-emption rights, hypothecations, security interests, options and any other encumbrances or third-party rights or claims of any kind. |
| Investor | Any Approved Registered User who trades Digital Assets on IXS DEX. |
| Investor’s Digital Assets | Digital Assets of an Investor that the Investor seeks to utilize to trade in exchange for other Digital Assets (not belonging to the Investor) on IXS DEX |
| IX Swap | AMM (Bahamas) Ltd. |
| IX Swap Platform | The online investment platform which is accessible through the Website and is operated by IX Swap. |
| IXS DEX | A decentralized exchange operated by IX Swap that may be used by an Applicant to list such Applicant’s Digital Asset on the IX Swap Platform. |
| Listing Agreement | The agreement executed and submitted by the Applicant for the purposes of applying to list such Applicant’s Digital Asset on the IXS DEX which sets out the terms and conditions in respect thereof. |
| Material Adverse Effect | Individually or in the aggregate, a material adverse effect on the condition (financial or otherwise) or general affairs of IXS, a User or its affiliates, which would adversely affect the ability of such person to perform its obligations under these Rules or which is otherwise material in the context of the listing or trading of Digital Assets on IXS DEX. |
| OFAC | The Office of Foreign Assets Control of the U.S. Department of the Treasury. |
| Privacy Policy | IXS’s Privacy Policy found on the Website. |
| Rules | These IXS DEX Rules. |
| Sanctions | Sanctions administered or enforced by OFAC, the United Nations Security Council, the Monetary Authority of Singapore or another relevant sanctions authority. |
| SCB | Securities Commission of The Bahamas. |
| Terms of Use | IXS’s Terms of Use found on the Website. |
| User | Any user of the Website, including Approved Registered Users. |
| Website | https://ixswap.io |
3. Fair, Orderly And Transparent Market
3.1 IXS shall endeavour to operate a fair, orderly and transparent market on the IXS DEX and in that respect:
A. Investors agree to conduct their use of, and all dealings in relation to the IXS DEX, in good faith and in accordance with these Rules; and
B. IXS endeavors to provide Investors with fair and non-discriminatory access to the IXS DEX, and to operate the IXS DEX in a manner which promotes efficient price discovery and orderly trading of Digital Assets.
4. Rule Changes And Supplementary Guidance
4.1 Subject to any requirements of Applicable Law and Regulation, IXS may from time to time make changes to these Rules by giving Users 30 Business Days’ notice prior to the change taking effect, through the Website, IXS DEX, email or such other method that IXS chooses in its sole and absolute discretion, provided however that IXS will endeavor to notify Investors of changes within a shorter timeframe than 30 Business Days where reasonably appropriate in light of the nature of the change.
4.2 By continuing to use or access the Website and IXS DEX following the posting of a change, a User signifies the User’s unconditional acceptance of such change.
4.3 IXS may, from time to time, issue (and amend) non-binding guidance to supplement these Rules, including practice directives, notices and circulars. Any such guidance will be made available to Users through the Website, IXS DEX, email or such other method that IXS chooses in its sole and absolute discretion.
4.4 IXS may also publish any transitional arrangement in respect of any amended requirements.
4.5 IXS shall have sole and absolute discretion to fully or partially waive or modify the application of any provision of these Rules, either for Users generally or to accommodate the circumstances of a particular User or class of Users.
4.6 IXS reserves the right to impose additional requirements or make any requirement subject to special conditions whenever it considers it appropriate.
Part B: On-boarding And User Information
5. User On-boarding
5.1A User will only be given access to the IXS DEX upon completion of full onboarding. The User may only access and use the IXS DEX if the User is an Approved Registered User, on the basis that the User has submitted all required information and documentation to IX Swap via the Website or such other method as IX Swap may specify from time to time (including, but not limited to, as provided in the Terms of Use), as well as any other information or documentation IX Swap may require from the User for the purpose of listing or trading Digital Assets on, or otherwise using, IXS DEX.
5.2 Each User acknowledges and agrees that information or documentation which IXS may request may include (among others):
A. for individuals, proof of identity and proof of address documents such as passports, driver's license, utility bills, other government-issued IDs and photographs;
B. for non-individuals, incorporation and other corporate documents; and
C. supporting documentation to confirm the User’s compliance with any representations made under these Rules.
5.3 Each User acknowledges and agrees that IXS may require attested, certified or notarised copies (and if relevant, translations into English) of any documents that are to be furnished by the User under these Rules.
5.4 If there is a change to any information or documentation submitted to IXS in connection with access to, or the use of, IXS DEX (including, but not limited to, any Applicant Listing Data), the User shall promptly notify IXS of that change.
5.5 IXS shall have sole and absolute discretion to accept or reject any information or documentation provided by a User for on-boarding purposes, and to accept or reject any User for on-boarding onto IXS DEX.
5.6 Each User warrants and represents that all information and documentation the User provides to IXS pursuant to these Rules is complete and accurate.
5.7 IXS may, in its sole and absolute discretion, waive any of the above rules for any User or set of Users, subject to Applicable Law and Regulation.
6. Requests And Disclosures Of Information
6.1 Notwithstanding any other provision of these Rules, each User agrees to comply with any request for information or documentation which IXS may make for the purposes of operating IXS DEX, enabling and maintaining the User’s access to IXS DEX, or complying with Applicable Law and Regulation.
6.2 IXS shall be permitted to disclose and share with a third party information and documentation which IXS receives from a User, including know-your-customer documents or information which is generated on the IXS DEX through a User’s activities on IXS DEX, to the extent that such disclosure:
A. has been expressly agreed to by the User, pursuant to these Rules or otherwise;
B. is a disclosure of information to the Digital Asset Custodian and is required for the settlement of a transaction executed on IXS DEX to which the User is a party;
C. is a disclosure of information to a third party (such as another exchange, broker-dealer, market-maker, benchmark administrator or service collaboration partner) which is reasonably required in order to give effect to a service or functionality available on or through IXS DEX;
D. is a disclosure of information that is already in the public domain; or
E. is required by Applicable Law and Regulation or requested by any regulatory agency or governmental authority.
6.3 Each User shall immediately inform IXS upon the occurrence or potential occurrence or notice of an event that:
A. adversely impacts IXS, the User, any other User, IXS DEX, or any rights attached to the relevant Applicant’s Digital Assets and/or the Investor’s Digital Assets (as the case may be); or
B. makes untrue any material statement or information provided by the User under these Rules, or which requires the making of a change thereof so that it is not misleading.
6.4 To the extent permitted under Applicable Law and Regulation, each User undertakes to promptly forward to IXS:
A. any non-routine communications received from any regulatory authority in any jurisdiction relating to any User, any Digital Asset listed on IXS DEX, IXS or IXS DEX; and
B. any non-public information on any claim, action, suit or proceeding to which IXS is made a party.
Part C: Requirements Relating To Applicants
7. Applicant Eligibility Requirements
7.1 An Applicant may apply to IXS for the Applicant’s Digital Assets to be listed on IXS DEX, in accordance with these Rules. To make such an application, the Applicant shall be required to execute and comply with a Listing Agreement with IXS where such Listing Agreement may set out additional requirements that the Applicant must adhere to in connection with such listing.
7.2 At the point of applying for listing on IXS DEX and on an ongoing basis thereafter, the Applicant makes the warranties and representations set out in
Schedule 1 to these Rules.
7.3 The Applicant shall immediately inform IXS if:
A. the Applicant becomes aware of any circumstance which may affect the Applicant’s ability to meet any requirements set out in these Rules;
B. there is a change in any information or documentation previously provided to IXS for the purpose of evidencing its eligibility to be an Applicant; and/or
C. the Applicant commits any breach of these Rules
7.4 IXS shall have sole and absolute discretion to approve or reject an application from an Applicant for the listing of the Applicant’s Digital Asset on IXS DEX, and is not required to provide any reason for its decision.
8. Information Provided To IXS
Each Applicant agrees that IXS may publish any information it receives from an Applicant pursuant to these Rules on IXS DEX, so that it is accessible to other Users.
9. Offering Rules
Each Applicant agrees to obtain independent advice on Applicable Law and Regulation in relation to its listing of such Applicant’s Digital Asset on IXS DEX, and ensure that the listing of such Applicant’s Digital Asset on IXS DEX complies with such Applicable Law and Regulation.
10. Non-provision Of Advice
10.1 Each Applicant agrees that:
A. IXS does not provide any advice in respect listing such Applicant’s Digital Asset on IXS DEX;
B. the Applicant will conduct its own independent investigation and assessment of any listing of such Applicant’s Digital Asset on IXS DEX and will, where appropriate, consult its own tax, legal and other advisers for this purpose; and
C. the listing of such Applicant’s Digital Assets on IXS DEX does not itself guarantee that such listing is suitable to meet the Applicant’s needs or objectives.
11. Independent Nature Of Listing Assessment
IXS will implement any governance, operational and/or commercial measures as it deems reasonably appropriate to ensure that applications for the listing of any Applicant’s Digital Assets on IXS DEX are assessed in an independent manner, and that any potential or actual conflicts of interest to which IXS may be subject in connection with this process are adequately managed and mitigated.
Part D: Requirements Relating To Investors
12. Investor Eligibility Requirements
12.1 An Investor who wishes to trade Digital Assets on IXS DEX:
A. makes the representations and warranties in
Schedule 2 to these Rules; and
B. must meet the applicable Investor onboarding requirements, including but not limited to the requirements in the Terms of Use.
12.2 If requested by IXS at any time and in its sole and absolute discretion, an Investor on-boarded to IXS DEX must promptly provide a certification to IXS that they are complying with these Rules.
12.3 The Investor shall immediately inform IXS if:
A. the Investor becomes aware of any circumstance which may affect the Investor’s ability to meet any requirements set out in these Rules;
B. there is a change in any information or documentation previously provided to IXS for the purpose of evidencing its eligibility to be an Investor; and/or
C. the Investor commits any breach of these Rules.
12.4 IXS may, in its sole and absolute discretion, waive any of these Rules for any Investor or set of Investors, subject to Applicable Law and Regulation.
13. Investor Acknowledgements
13.1 Each Investor acknowledges that they are fully aware of the risks involved in trading any Digital Asset on IXS DEX, including but not limited to, the following:
A. IXS does not provide any investment recommendation or advice in respect of the Digital Asset;
B. the Investor is responsible for undertaking the Investor’s own independent research, investigation and assessment of all investments and his own independent verification of any information provided through IXS DEX;
C. The regulation of Digital Assets is still in a very nascent stage of development, globally. A high degree of uncertainty as to how Digital Assets and related activities are to be treated, exists. The applicable legal, regulatory and tax framework may change in future. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on Digital Assets. Each Investor should seek independent advice prior to deciding whether to trade Digital Assets on IXS DEX;
D. Digital Assets are blockchain-based and the security, transferability, storage and accessibility of Digital Assets depend on factors outside of IXS’s control, such as the security, stability and suitability of the underlying blockchain, mining disruptions, and who has access to the private key of any digital wallet where Digital Assets are stored. IXS does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of the Digital Assets. Adverse events caused by such external factors may result in the loss of some or all Digital Assets acquired and such loss may be irreversible;
E. Digital Asset transactions are irreversible. This includes transactions made fraudulently, erroneously, or accidentally. Digital Assets involved in such irreversible transactions may not be recoverable;
F. The computer code for the smart contract for Digital Assets may contain flaws, errors, defects and bugs, which may disable some functionality of such Digital Assets, expose an Investor’s information or otherwise be harmful to the Investor. Each Investor should review the functioning of the smart contract underpinning Digital Assets and seek advice from third party experts, if necessary, to understand it, before acquiring Digital Assets on the IXS DEX. Should the smart contract, based on which the Digital Assets are operated, cease to function for any reason, the ability of any existing Investor to transfer such Digital Assets to third parties or the ability of the transferees of such Digital Assets to exercise the rights associated with such Digital Assets may be impaired;
G. The complete trading history of each digital wallet will be available to the general public and it may be possible for members of the public to determine the identity of each Investor. Digital Assets are recorded on public blockchains. Any trades of Digital Assets will become public shortly after such trades are triggered. Although the data made available on public blockchains is anonymous, it includes the blockchain address of each Investor transacting in Digital Assets and the entire trading history of each blockchain address (including the number of digital tokens traded by each digital wallet and the balance of Digital Assets held in each digital wallet). As a result, the trading history of each blockchain address is available to the general public. It may be possible for members of the public to determine the identity of the holders of certain blockchain addresses based on publicly available information;
H. No assurance can be given that an active and liquid trading market, or even a market at all, will develop or continue for the Digital Assets. The market price of Digital Assets (to the extent such a market develops) may be highly volatile. Such volatility could be caused not only by events involving the Applicant but also by changes in general conditions in the economy or the financial markets. As a result of such fluctuations, Investors may not be able to resell their Digital Assets and may incur losses. Factors that could cause this volatility of the market price of Digital Assets include but are not limited to:
H.1. perception of the success and impact of the Applicant and/or Digital Asset;
H.2. the entrance of new competitors or new products in the markets of the Applicant and/or Digital Asset;
H.3. the liquidity of the market for the Digital Assets;
H.4. new laws or regulations or changes in interpretations of existing laws and regulations affecting the Applicant and/or Digital Asset;
H.5. general market and economic conditions;
H.6. sentiment in the crypto industry;
H.7. announcements of developments related to the Applicant’s business; and/or
H.8. local market conditions;
I. Digital Assets may be subject to the risk of market manipulation if the number of Digital Assets available for trading is low and/or the venues available for trading Digital Assets , such as exchanges, are limited;
J. Digital Assets may be affected if the Applicant becomes the subject of a voluntary or involuntary petition in bankruptcy, or any voluntary or involuntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors, or ceases doing business. In such circumstances, Investors may not have full or any recourse;
K. Each Investor is responsible for knowing such Investor’s digital wallet private keys and keeping them a secret. A private key, or a combination of private keys, is necessary to control and dispose of Digital Assets stored in the Investor’s digital wallet. The loss of an Investor’s private keys associated with the Investor’s digital wallet may result in the loss of the Investor’s Digital Assets through misappropriation or otherwise. IXS will never ask for an Investor’s private keys;
L. IXS is not responsible for and/or obliged to taking steps to retrieve Digital Assets lost in any manner;
M. the Investor has made all necessary inquiries in respect of the Digital Asset, including, but not limited to, their nature and objective, their key benefits and risks, their key rights and obligations, the ease of liquidating the Digital Asset, the commitment required, pricing, the fees and charges to be borne by the Investor, and any applicable charges or restrictions on withdrawal, surrender or redemption of the Digital Asset;
N. the Investor assumes the risks of such trading and to the extent appropriate, is responsible for and has consulted the Investor’s own tax, legal and other advisers; and
O. IXS shall not be liable for any loss, damage or liability which the Investor may incur in respect of any transactions entered into through IXS DEX, except where such loss, damage or liability is due to IXS's gross negligence, fraud or wilful default.
13.2 Each Investor acknowledges and confirms that:
A. there may be resale restrictions applicable to a Digital Asset, which the Investor is required to and deemed to have knowledge of; and
B. any document or material in connection with the trading of any Digital Asset through IXS DEX does not constitute an offer or solicitation by anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.
14. Suspension And Termination Of Investor Access To IXS Dex
14.1 IXS may suspend an Investor from accessing or using IXS DEX or terminate such Investor’s access or use of IXS DEX for such duration as IXS may determine in its sole and absolute discretion:
A. if, in IXS's opinion, the Investor breaches any provision of these Rules;
B. if, in IXS's opinion, the Investor does not meet any applicable requirements with regard to access to, and use of, IXS DEX;
C. if any debt, bankruptcy, insolvency, administration, receivership, rescheduling, liquidation, legal, criminal or sanction proceedings are commenced against the Investor or (if the Investor is not an individual, its affiliates); and/or
D. if, in IXS's opinion, the Investor’s access to, or use of, IXS DEX does not comply with Applicable Law and Regulation.
14.2 IXS may, in its sole and absolute discretion, afford the Investor an opportunity to take such remedial action as is necessary before imposing a suspension or termination pursuant to this paragraph, for such duration that IXS may determine. If, in IXS’s opinion, such Investor fails to or fails to adequately take such remedial action as is necessary within such duration, IXS may proceed to imposing the suspension or termination accordingly.
14.3 IXS shall notify an Investor through IXS DEX, email or such other method that IXS chooses in its sole and absolute discretion, if the Investor’s access to or use of IXS DEX has been suspended or terminated.
14.4 Where an Investor's access to, or use of, IXS DEX has been suspended or terminated:
A. all outstanding trades of the Investor shall be canceled and removed from IXS DEX; and
B. the Investor may not participate in any trading activity on IXS DEX.
14.5 For the avoidance of doubt, such suspension or termination shall not affect the rights and obligations of the Investor accrued prior to such suspension or termination (including in respect of any successful trades prior to the suspension or termination).
14.6 Where a suspension has been imposed pursuant to this paragraph, the Investor shall be required to take such remedial action as is necessary within such duration as IXS may determine, in its sole and absolute discretion, and if:
A. in IXS’s opinion, such Investor fails to or fails to adequately take such remedial action as is necessary within such duration, IXS may proceed to impose a termination pursuant to this paragraph; or
B. to the satisfaction of IXS, there no longer remain grounds for such suspension after such remedial steps are taken, such suspension shall be lifted.
14.7 IXS may, at its sole and absolute discretion, publicly announce the suspension or termination of access to IXS DEX in respect of an Investor.
14.8 An Investor that has been suspended or terminated in accordance with this paragraph shall be permitted to resume access to, or use of, IXS DEX if such suspension has been lifted or such terminated has been overturned on appeal in accordance with these Rules.
15. Voluntary Termination By Investors
15.1 An Investor may, on the Investor’s own volition and at any time, terminate the Investor’s access to or use of IXS DEX by giving notice in writing to IXS at c@ixswap.io. Such termination shall be effective immediately, unless the Investor has any outstanding trades pending on IXS DEX, in which case termination shall be effective as soon as such trade has been completed and settled, or as soon as such trade has been canceled, as the case may be. However:
A. an Investor may not terminate their account with IXS DEX while the Investor is suspended by IXS; and
B. termination shall not be effective until the Investor has discharged all their existing obligations in relation to any outstanding trade in accordance with these Rules.
15.2 Upon termination pursuant to this paragraph, the Investor shall no longer have access to IXS DEX or any services provided on IXS DEX.
15.3 Termination pursuant to this paragraph shall not affect the rights and obligations of the Investor accrued prior to such termination (including in respect of any outstanding trade prior to the termination).
15.4 For the avoidance of doubt, termination pursuant to this paragraph shall not affect interests of the Investor in the Digital Assets held by such Investor, or any rights and obligations of the Investor in connection with the holding of such Digital Assets.
Part E: IXS Dex Trading Process
16. Trading
16.1 An Investor may trade Digital Assets on IXS DEX in accordance with these Rules and the Terms of Use.
16.2 IXS reserves the right to structure the presentation of trade functions on the IXS DEX in such manner as it sees fit, such as in accordance with its automated market making features.
16.3 In relation to each trade of Digital Assets which an Investor makes on IXS DEX, the Investor warrants and represents that:
A. the Investor has all requisite power and authority to execute the trade and has taken all necessary legal and regulatory steps (including required corporate actions, if any) for this purpose;
B. the Investor is not subject to any regulatory investigation or enforcement action, or involved in any dispute, in relation to any matter which could affect the trade;
C. the trade will not breach any Applicable Law and Regulation or contractual obligation of the Investor;
D. the Investor has good and marketable title to the Investor’s Digital Assets which are free from any Encumbrances; and
E. the Investor is the sole legal and beneficial owner of the Investor’s Digital Assets offered for trade on IXS DEX.
16.4 IXS is entitled to terminate, cancel or suspend trades of any Investor that is in breach of these Rules and/or the Terms of Use.
17. Settlement Process
17.1 An Investor shall only be able to trade Digital Assets on IXS DEX if the Investor has sufficient Investor’s Digital Assets for settlement of the trade. Upon submission of the trade, the transaction will be sent directly on the blockchain for confirmation. Once the blockchain transaction has been successful, the trade will be reflected as completed and settled on IXS DEX.
17.2 IXS may publish, or otherwise make available to any Investor, such information in relation to any transaction on IXS DEX as IXS deems fit.
17.3 Each Investor agrees that IXS shall not be liable for any loss or damage arising from the settlement failure of any trade on IXS DEX, except where such loss or damage is due to IXS’s gross negligence, fraud or wilful default.
18. Exchange Of Wrapped Tokens
18.1 Investors understand that, subject to these Rules, each Investor who holds wrapped tokens received from trading on IXS DEX has the option to exchange such wrapped tokens with their corresponding unwrapped tokens held by the Digital Asset Custodian where, as a result, the wrapped tokens will be burned by smart contracts and the Investor will receive the corresponding unwrapped tokens in the Investor’s digital wallet. However, Investors may be restricted from making such exchanges where the Applicant of such Digital Asset has been suspended according to these Rules.
Part F: Market Conduct And AML/CFT
19. Proper Market Conduct
19.1 An Investor shall not engage in conduct or trading activity that may compromise IXS’s endeavour to operate a fair, orderly and transparent market. In particular and in relation to the IXS DEX, an Investor shall ensure that the Investor does not:
A. make or disseminate information that is false or misleading in a material particular and is likely to induce other persons to trade any Digital Asset or to have the effect of raising, lowering, maintaining or stabilizing the market price of any Digital Asset, if the Investor does not care whether the statement or information is true or false, or if the Investor knows or ought reasonably to have known that the statement or information is false or misleading in a material particular;
B. do anything, cause anything to be done, or engage in any course of conduct that creates, or is likely to create, a false or misleading appearance of active trading in any Digital Asset, or with respect to the market for, or the price of, such Digital Asset;
C. employ any manipulative and deceptive devices in connection with the trading of any Digital Asset;
D. act in any way to create a false or misleading appearance of active trading in any Digital Asset or the price of such Digital Asset;
E. trade in a manner so as to manipulate the trading behavior of other Investors;
F. execute trades with the sole intention of engaging in fictitious transactions and having no intention to transfer the ownership of the Digital Assets traded; or
G. otherwise act in any manner which contravenes any Applicable Law and Regulation.
19.2 Without prejudice to the other provisions of these Rules, Investors shall not engage or attempt to engage in conduct such as market rigging, market manipulation (including spoofing, layering, wash trades and front running), insider trading, fraudulent conduct, acting in bad faith, knowingly disseminating false or inaccurate material information, reporting false trades, unlawfully disclosing confidential information and any other disruptive trading practices.
20. AML/CFT
20.1 Each Investor undertakes that to the best of the Investor’s knowledge, none of the following shall be used for, any illegal activity, including money laundering and the financing of terrorism:
A. Investor’s Digital Assets that have been obtained from IXS DEX; and
B. any Digital Assets received from trading on IXS DEX.
20.2 Each Investor confirms that:
A. such Investor shall comply with all AML/CFT Laws; and
B. no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Investor (or, if the Investor is not an individual, any of its affiliates) with respect to the AML/CFT Laws is pending or, to the best of the Investor’s knowledge (after due and careful enquiry), threatened.
21. Monitoring And Investigations
21.1 IXS may use such methods and applications as it sees fit, in its sole and absolute discretion, to monitor compliance with these Rules, and/or the trading activity, of any User. Each User acknowledges and agrees to IXS’s use of these methods and applications.
21.2 IXS’s monitoring activities will aim to identify any irregularities in User activities on IXS DEX, including activities which may amount to market misconduct, money-laundering or terrorist-financing. IXS shall be permitted to conduct investigations into any such irregularities and activities, and to apply appropriate measures in instances where IXS reasonably determines or suspects that any misconduct or unlawful activity has occurred, including:
A. suspending a User’s access to IXS DEX;
B. calling a halt to the trading of any Digital Asset on IXS DEX; and
C. notifying, cooperating with and/or providing assistance to, a relevant regulator, government body and/or law enforcement agency.
21.3 Each User agrees to co-operate with IXS for such investigations referred to in this paragraph and comply with any reasonable request by IXS to provide information relevant to such investigation.
21.4 IXS may, in its sole and absolute discretion, conduct such investigations referred to in this paragraph upon receipt of a complaint or otherwise, and IXS shall not be liable to any User for any loss or damage arising from any act or failure to act in connection with any complaint received.
21.5 IXS may, from time to time, institute policies and procedures for handling security, technology, and business management continuity matters and may, at various points in time, conduct tests and reviews as required under each such policy or procedure. Users shall cooperate with IXS during all such tests and reviews, and shall not do or attempt to do anything that would or is likely to disrupt any of the same.
21.6 Save as set out in this paragraph, IXS does not actively supervise trading activities on IXS DEX.
22. Regulatory Reporting
22.1 IXS may be obliged to submit reports to the SCB in respect of the IXS DEX from time to time. Such reports may include, but is not limited to, the following information:
A. Number of Investors as at the end of each month;
B. Daily average number of transactions processed by IXS DEX during each month and the highest number of transactions processed by IXS DEX on a single day during each month;
C. Percentage of the scheduled time for availability for which IXS DEX was not available; and
D. Reasons for any non-availability of IXS DEX at any time.
Part G: Trading Halts, Trading Suspensions And Suspension, Termination And Delisting
23. Trading Halt
23.1 IXS may, at any time as it may determine at its sole and absolute discretion, call a trading halt in respect of an Applicant’s Digital Asset on IXS DEX:
A. to enable such Applicant to disclose material information;
B. at the request of such Applicant;
C. where IXS becomes aware of, or reasonably suspects, any events which may affect the ability of such Applicant to conduct its business or the ability of IXS to maintain a fair, orderly and transparent market in respect of such Applicant’s Digital Asset (including, but not limited to, breach of these Rules of Applicable Law and Regulation);
D. where required by Applicable Law and Regulation;
E. when such Applicant intends to offer or invite an offer from investors in connection with a round of fundraising that will have a material effect on the Applicant’s Digital Asset;
F. where the functionality of the IXS DEX is, or is threatened to be impacted by, any acts of God or emergencies such as fire, terrorist activities, power failures, communication or transportation breakdowns or computer malfunction;
G. where an application for voluntary delisting of such Applicant’s Digital Asset is received from such Applicant;
H. where such Applicant has been suspended according to these Rules;
I. where access to IXS DEX is generally restricted due to downtime (as provided in these Rules) or otherwise;
J. where IXS deems it necessary to safeguard the integrity and smooth operation of IXS DEX;
K. where IXS deems it necessary to protect the interests of Investors and/or prospective Investors; or
L. where IXS deems it to be in the public interest.
23.2 IXS will notify Investors of any trading halt through IXS DEX, email or such other method that IXS chooses in its sole and absolute discretion.
23.3 The duration of a trading halt shall not exceed such period as IXS shall reasonably determine as necessary in accordance with the prevailing circumstances.
23.4 During a trading halt, the Applicant’s Digital Asset subject to such trading halt may not be traded on IXS DEX. Investors may resume trading of such Applicant’s Digital Asset on IXS DEX if and when the trading halt has been lifted.
24. Suspension And Termination Of Applicant
24.1 IXS may suspend an Applicant from accessing or using IXS DEX or terminate such Applicant’s access or use of IXS DEX for such duration as IXS may determine in its sole and absolute discretion:
A. if, in IXS's opinion, the Applicant breaches any provision of these Rules;
B. if, in IXS's opinion, the Applicant does not meet any applicable requirements with regard to access to, and use of, IXS DEX;
C. if any debt, bankruptcy, insolvency, administration, receivership, rescheduling, liquidation, legal, criminal or sanction proceedings are commenced against the Applicant or (if the Applicant is not an individual, its affiliates); and/or
D. if, in IXS's opinion, the Applicant’s access to, or use of, IXS DEX does not comply with Applicable Law and Regulation.
24.2 IXS may, in its sole and absolute discretion, afford the Applicant an opportunity to take such remedial action as is necessary before imposing a suspension or termination pursuant to this paragraph, for such duration that IXS may determine. If, in IXS’s opinion, such Applicant fails to or fails to adequately take such remedial action as is necessary within such duration, IXS may proceed to impose the suspension or termination accordingly.
24.3 Where a suspension has been imposed pursuant to this paragraph, the Applicant shall be required to take such remedial action as is necessary within such duration as IXS may determine, in its sole and absolute discretion, and if:
A. in IXS’s opinion, such Applicant fails to or fails to adequately take such remedial action as is necessary within such duration, IXS may proceed to impose a termination pursuant to this paragraph; or
B. in IXS’s opinion, such Applicant fails to or fails to adequately take such remedial action as is necessary within such duration, IXS may proceed to impose a termination pursuant to this paragraph; or
24.4 An Applicant that has been suspended or terminated in accordance with this paragraph shall be permitted to resume access to, or use of, IXS DEX if such suspension has been lifted or such terminated has been overturned on appeal in accordance with these Rules.
25. Delisting
25.1 An Applicant may apply to IXS to terminate the listing of such Applicant’s Digital Asset on IXS DEX and remove the trading of such Applicant’s Digital Asset from IXS DEX.
25.2 Notwithstanding paragraph 25.1, an Applicant’s Digital Asset shall be delisted and removed from listing on IXS DEX upon the occurrence of any of the following events:
A. a termination pursuant to paragraph 24 is imposed;
B. such Applicant’s Digital Asset is subject to an initial public offering;
C. the Applicant undergoes any merger or acquisition;
D. any debt, bankruptcy, insolvency, administration, receivership, rescheduling or liquidation proceedings are commenced against the Applicant;
E. there is a change in Applicable Law and Regulation which requires such delisting; or
F. such Applicant’s Digital Asset reaches maturity and becomes redeemable in accordance with its terms.
25.3 In the event of a delisting under this paragraph, within such time as IXS may reasonably determine in its sole and absolute discretion:
A. the Applicant shall remove all of the delisted Applicant’s Digital Assets from IXS DEX; and
B. Investors shall, in respect of their delisted Applicant’s Digital Assets, exchange their wrapped tokens with their corresponding unwrapped tokens held by the Digital Assets Custodian.
failing which, any and all Applicant’s Digital Assets remaining on the IXS DEX and/or with the Digital Assets Custodian shall be forfeited to IX Swap and IX Swap shall be entitled to dispose of such remaining Applicant’s Digital Assets in such manner as IX Swap deems fit in its sole and absolute discretion.
Part H: Disciplinary And Appeal Process
26. Disciplinary Process
26.1 If IXS determines that, or in the course of investigation to determine whether, a User has contravened, or attempted to circumvent, these Rules, and considers it appropriate to impose disciplinary action, IXS may:
A. issue a private warning, a private reprimand and/or a public reprimand to the User;
B. conduct investigations;
C. suspend and/or terminate the User’s access to, and use of, IXS DEX, as set out in these Rules; and/or
D. impose any other disciplinary action (including additional restrictions and/or fines) that it deems appropriate.
26.2 Without prejudice to the appeal provisions in these Rules, any decision or action taken by IXS under this paragraph is conclusive and binding, unless and until otherwise determined by IXS, and the relevant User that is subject to any disciplinary action agrees to abide by IXS’s decision.
27. Appeals
27.1 A User may file a notice of appeal against the decision of IXS in the exercise of the powers under paragraph 26.1 within 14 Business Days from the date of the decision made by IXS.
27.2 The Users Hall pay an administrative fee amounting to USD1,000 to IXS when filing a notice of appeal, in such fiat or Digital Asset as IXS may determine in its sole and absolute discretion.
27.3 The notice of appeal shall be served on IXS and shall contain the following details:
A. a summary of the decision by IXS being appealed, including the date and brief facts of such decision;
B. a summary of the grounds of appeal, which shall include the specific finding which is subject to appeal and the reasons in support of the appeal; and
C. an undertaking that any determination by IXS to allow the appeal shall not in any way disclaim any legal liability that the Investor may incur towards IXS or any other User.
27.4 An appeal against a decision by IXS may only be considered if:
A. IXS acted in bad faith;
B. there is fresh evidence, not previously available, which would likely affect the decision of IXS; or
C. IXS had made an error in respect of the interpretation of its rules or a finding that led to the decision.
27.5 IXS may, in its sole and absolute discretion, request such further information from the User as it deems necessary for considering the appeal. The User shall provide such information to IXS within the timeframe specified by IXS.
27.6 The appeal shall be reviewed and determined by a review committee constituted by IXS comprising at least three individuals, none of whom shall have been involved in the exercise of the powers under paragraph 26.1. The review committee shall decide on the outcome of the appeal by majority decision, and shall notify the User, through IXS DEX, email or such other method that IXS chooses in its sole and absolute discretion, of its determination within 30 Business Days from the date of the notification of appeal, or from the date of IXS's last request for more information, whichever is later.
27.7 A User may only submit 1 appeal in respect of any decision by IXS to exercise any of the powers under paragraph 26.1.
27.8 The decision of the review committee shall be final and binding on the User.
28. Confidentiality Of Proceedings
28.1 IXS shall have the right to publish details of any disciplinary action under paragraph 26.1 and/or appeal under paragraph 27.
28.2 Any User who is subject to any disciplinary action under paragraph 26.1 and/or appeal under paragraph 27, and the User’s representatives and advisors shall at all times treat all matters and documents relating to such disciplinary action and/or appeal as confidential except:
A. where IXS has given written consent for disclosure;
B. where such matters and documents are in the public domain; or
C. where disclosure is permitted under any Applicable Law and Regulation.
Part I: Miscellaneous
29. Fees And Charges
29.1 When trading on IXS DEX, Investors must pay IXS 1% of the value of Digital Assets traded.
29.2 IXS may amend or vary such fees and charges from time to time at its sole and absolute discretion.
30. Liability Of IXS
30.1 When IXS publishes any announcement or information on behalf of, or as provided by, any User or third party, IXS shall not be required to check the accuracy of such announcement or information, and shall not be liable for any loss or damage arising as a result of the same. The relevant User or third party who provides the announcement or information (as applicable) shall indemnify IXS for any such loss or damage, including any arising as a result of legal proceedings brought against IXS in connection with such publication.
30.2 IXS shall not be liable for any damage or loss arising from any breach of these Rules by any User. Any User in breach of these Rules shall indemnify IXS for any such damage or loss, including any arising as a result of legal proceedings brought against IXS in connection with such breach.
30.3 IXS shall not be liable to any User for any loss which may be suffered or incurred in any way in relation to any services provided by IXS through IXS DEX, howsoever caused, except for any such loss or damage which is due to IXS's gross negligence, fraud or wilful default.
31. Trading Hours
31.1 Subject to these Rules, IXS DEX shall be accessible on a 24-hour basis, for 7 days a week. However, IXS may notify Users, through IXS DEX, email or such other method that IXS chooses in its sole and absolute discretion, of any downtime where IXS DEX shall not be accessible, in order for IXS to perform system tests, maintenance, upgrading or other activities on IXS DEX.
31.2 IXS shall not be liable to any User for any loss or damage which may be suffered or incurred in any way as a result of inability to access IXS DEX during such downtime.
32. Governing Law And Dispute Resolution
32.1 These Rules are governed by the laws of The Bahamas.
32.2 Any dispute relating to this Agreement shall be resolved by arbitration in The Bahamas in accordance with the UNCITRAL Arbitration Rules. The seat of the arbitration shall be Nassau, The Bahamas. The tribunal shall consist of 1 arbitrator and the language of the arbitration shall be in English.
33. Amendments And Precedence
33.1 These Rules and all rules, policies, terms and conditions incorporated herein must be read together and are binding on all Users. In the event of any conflict or inconsistency amongst the terms of such documents, the order of precedence will be:
32.2 In respect of any Applicant, the Listing Agreement of such Applicant as referred to in these Rules;
A. These Rules;
B. Terms of Use;
C. Privacy Policy; and
D. Any other rules, policies, terms and condition
Schedule 1: Applicant Representations And Warranties
1. Transaction Representations
1.1 Each Applicant warrants and represents to IXS that:
A. any and all offering documentation provided by the Applicant to IXS relating to the Applicant’s Digital Asset, as part of listing the Applicant’s Digital Asset on IXS DEX and/or as part of the Applicant Listing Data, shall be legal, valid, binding and enforceable on the issuer and holders of the Applicant’s Digital Asset, and shall fully and accurately provide for the rights attaching to such Applicant’s Digital Asset;
B. to the best of the Applicant’s knowledge, no pending action or thing is required to be taken, fulfilled or done (including the obtaining of any regulatory, contractual, or other consent, licence, approval, order or qualification or the making of any filing or registration of or with any court or governmental authority or agency or body or any authorities having jurisdiction over the Applicant or any of its properties) for:
B.1. the listing of the Applicant’s Digital Asset on IXS DEX;
B.2. the consummation of the transactions contemplated in respect of the Applicant’s Digital Asset on IXS DEX, including trading; or
B.3. the compliance by the Applicant with the Applicant’s obligations in respect of the Applicant’s Digital Asset, including any payment obligations; and
B.4. to the best of the Applicant’s knowledge, the Applicant’s Digital Asset is not subject to any Encumbrances.
2. Business-Related Representations
2.1 Each Applicant warrants and represents to IXS that:
A. the Applicant does not have any material pending disputes or claims with any party which may affect the listing of the Applicant’s Digital Asset on IXS DEX;
B. if the Applicant is not an individual, it is operating as a going concern and is not subject to any proceedings, petition, notice, resolution or order for its administration, liquidation or receivership;
C. if the Applicant is an individual, the Applicant is not subject to any proceedings, petition, notice, resolution or order for the Applicant’s bankruptcy or insolvency;
D. the Applicant is not subject to any investigation or enforcement process conducted by a government authority which could result in the Applicant incurring a material financial penalty or other sanction;
E. the Applicant is not concurrently making or inviting offers in connection with the Applicant’s Digital Asset or otherwise for fundraising purposes;
F. all requisite action has been taken in connection with the Applicant’s acknowledgement of, and agreement to be bound by, these Rules;
G. the Applicant’s compliance with these Rules does not violate any law, agreement or court order, regulation, restriction, or obligation to which the Applicant is a party or by which the Applicant is otherwise bound;
H. if the Applicant is not an individual, the person agreeing to and acknowledging these Rules on behalf of the Applicant is duly authorized to bind the Applicant to the terms and conditions contained herein;
I. if the Applicant is not an individual, the Applicant is duly organized and validly existing under the jurisdiction of its formation and has all requisite corporate power and authority to own and operate its business, properties and assets;
J. the Applicant has obtained from the relevant authorities all licenses, consents, permits and authorisations that are required or necessary for the Applicant to carry on the Applicant’s business in the Applicant’s usual and ordinary course;
K. there are no lawsuits, actions or administrative, arbitration or other proceedings or governmental investigations pending or threatened against or relating to the Applicant or the Applicant's business, that would have a Material Adverse Effect; and
L. the Applicant has not received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to the Applicant or the Applicant's business, that would have a Material Adverse Effect.
3. Applicant Listing Data And Applicant IP Representations
3.1 Each Applicant confirms that the Applicant has delivered all relevant Applicant Listing Data reasonably required for IXS to make an accurate assessment as to the eligibility of the Applicant’s Digital Asset for listing on IXS DEX.
3.2 Each Applicant represents and warrants that:
A. the Applicant owns or has the right, title or interest in and to all Applicant Listing Data provided to IXS and the Applicant IP; and
B. to the best of the Applicant’s knowledge, any and all of such Applicant Listing Data and Applicant IP do not and shall not infringe upon or misappropriate the intellectual property rights of any person, and no person has made any claims of infringement against the Applicant in respect of any and all of such Applicant Listing Data and Applicant IP.
3.3 Each Applicant warrants and represents to IXS that the Applicant Listing Data the Applicant has provided to IXS:
A. contains all information which is material in the context of the listing of the Applicant’s Digital Asset on IXS DEX;
B. contains information that is true and accurate in all material respects, and is not misleading in any material respect;
C. contains opinions, predictions or intentions that are honestly held or made and are not misleading in any material respect;
D. does not include any untrue statement of material fact or omit to state any material fact necessary to make any information, opinions, predictions or intentions contained therein not misleading in any material respect;
E. and all proper enquiries have been made to ascertain or verify the foregoing
3.4 Each Applicant undertakes to IXS that the Applicant shall be responsible for the accuracy of all Applicant Listing Data the Applicant provides to IXS, and IXS shall not be liable to the Applicant or any person (including any Investor) for any use of or inaccuracy in such Applicant Listing Data.
3.5 Each Applicant acknowledges, agrees and undertakes that:
3.6 the Applicant is familiar with all Applicable Law and Regulation in the specific jurisdictions applicable to the listing of the Applicant’s Digital Asset on IXS DEX and that such listing is not prohibited, restricted or subject to additional conditions of any kind;
A. either:
A.1. the distribution or dissemination of the Applicant Listing Data to IXS, any part thereof or any copy thereof, or any access to IXS DEX by the Applicant, is not prohibited or restricted by any Applicable Law and Regulation; or
A.2. where any restrictions in relation to distribution or dissemination of the Applicant Listing Data to IXS are applicable, the Applicant has observed and complied with all such restrictions at the Applicant’s own expense and risk without liability to IXS;
B. to the best of the Applicant’s knowledge, no regulatory or licensing obligations are imposed on IXS in any such jurisdiction as a result of any of the actions taken by the Applicant in respect of the listing of the Applicant’s Digital Asset on IXS DEX;
C. IXS shall have no responsibility for, and the Applicant will be obliged to obtain, any regulatory consent, approval or permission required for the listing and/or trading of the Applicant’s Digital Asset on IXS DEX;
D. without the required regulatory approvals, if any, the Applicant shall not take any action that would cause the listing of the Applicant’s Digital Asset on IXS DEX to be offered by any form of general solicitation or general advertising, including any advertisement, article, web site, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or advertising; and
E. to the best of the Applicant’s knowledge, the Applicant’s Digital Asset has not been and will not be offered or traded to Investors in any countries where to do so would breach Applicable Law and Regulation.
4. Sanctions Law Representations
4.1 Each Applicant represents and warrants that:
A. the Applicant is not currently subject to any Sanctions and has not entered into or is a party to any agreement, transaction or dealing which would result in any violation of any provision of the Sanctions;
B. the Applicant is not located, organized or resident in a country or territory that is the subject of Sanctions;
C. the Applicant is not listed in any list of sanctioned persons including those maintained under the Sanctions, including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;
D. the Applicant is not directly or indirectly owned or controlled by any person subject to sub-paragraphs (a) or (b) above;
4.2 “the Applicant” in sub-paragraphs (a), (b) and (c) above includes the Applicant or, the Applicant’s subsidiaries or a director, officer, affiliate, employee or other person acting on behalf of the Applicant, or the Applicant’s subsidiaries, if any.
4.3 Each Applicant:
A. represents and covenants that the Applicant will not directly or indirectly, use, lend, contribute or otherwise make available to the Applicant’s subsidiaries or joint venture partners (if any), or other person, any Digital Assets received from IXS DEX, for the purpose of funding or facilitating any activities or business of or with any person or in any country that, at the time of such funding or facilitation, is the subject of Sanctions, or in any other manner that will result in a violation of Sanctions by any person; and
B. acknowledges and agrees that the Applicant’s compliance with these Rules and the consummation of any other transaction contemplated under these Rules, including trading, will not result in a violation of any of the Sanctions by the Applicant or the Applicant’s subsidiaries or a director, officer, affiliate, employee or other person acting on behalf of the Applicant, or the Applicant’s subsidiaries, if any.
Schedule 2: Investor Representations And Warranties
1. Transaction Representations
1.1 Each Investor warrants and represents to IXS that:
A. to the best of the Investor’s knowledge, no pending action or thing is required to be taken, fulfilled or done (including the obtaining of any regulatory, contractual, or other consent, license, approval, order or qualification or the making of any filing or registration of or with any court or governmental authority or agency or body or any authorities having jurisdiction over the Investor or any of the Investor’s properties) for:
B. the consummation of the transactions to be carried out by the Investor on IXS DEX, including trading; or
C. the compliance by the Investor with the Investor’s obligations in respect of the Investor’s Digital Assets, including any payment obligations; and
D. to the best of the Investor’s knowledge, the Investor’s Digital Assets are not subject to any Encumbrances.
2. General Representations
2.1 Each Investor warrants and represents to IXS that:
A. the Investor does not have any material pending disputes or claims with any party which may affect the Investor’s use of IXS DEX;
B. the Investor is not subject to any investigation or enforcement process conducted by a government authority which could result in the Investor incurring a material financial penalty or other sanction;
C. the Investor’s compliance with these Rules does not violate any law, agreement or court order, regulation, restriction, or obligation to which the Investor is a party or by which the Investor is otherwise bound;
D. the Investor has obtained from the relevant authorities any licenses, consents, permits and authorisations that are required or necessary for the Investor in connection with the Investor’s use of IXS DEX;
E. there are no lawsuits, actions or administrative, arbitration or other proceedings or governmental investigations pending or threatened against or relating to the Investor that would have a Material Adverse Effect;
F. the Investor has not received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim with respect to the Investor that would have a Material Adverse Effect;
2.2 if the Investor is not an individual:
A. it is operating as a going concern and not subject to any proceedings, petition, notice, resolution or order for its administration, liquidation or receivership;
B. all requisite action has been taken in connection with the Investor’s acknowledgement of, and agreement to be bound by, these Rules;
C. the person agreeing to and acknowledging these Rules on behalf of the Investor is duly authorized to bind the Investor to the terms and conditions contained herein;
D. the Investor is duly organized and validly existing under the jurisdiction of its formation and has all requisite corporate power and authority to own and operate its business, properties and assets; and
E. if the Investor is an individual, the Investor is not subject to any proceedings, petition, notice, resolution or order for the Investor’s bankruptcy or insolvency.
3. Investor Information Representations
3.1 Each Investor confirms that the Investor has delivered all relevant information, documents and materials reasonably required for IXS to make an accurate assessment as to the eligibility of the Investor to use IXS DEX.
3.2 Each Investor represents and warrants that, to the best of the Investor’s knowledge, the information, documents and materials the Investor has delivered to IXS DEX does not and shall not infringe upon or misappropriate the intellectual property rights of any person, and no person has made any claims of infringement against the Investor in respect of such information, documents and materials.
4. Sanctions Law Representations
4.1 Each Investor represents and warrants that:
A. the Investor is not currently subject to any Sanctions and has not entered into, and is not a party to, any agreement, transaction or dealing which would result in any violation of any provision of the Sanctions;
B. the Investor is not located, organized or resident in a country or territory that is the subject of Sanctions;
C. the Investor is not listed in any list of sanctioned persons, including those maintained under the Sanctions, including the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC;
D. the Investor is not directly or indirectly owned or controlled by any person subject to sub-paragraphs (a) and (b) above; and
E. if the Investor is not an individual, “the Investor” in sub-paragraphs (a), (b) and (c) above includes the Investor or its subsidiaries or a director, officer, affiliate, employee or other person acting on behalf of the Investor, or its subsidiaries, if any.
4.2 Each Investor:
A. represents and covenants that the Investor will not directly or indirectly, use, lend, contribute or otherwise make available to the Investor’s subsidiaries or joint venture partners (if any), or other person, any Digital Assets received from IXS DEX, for the purpose of funding or facilitating any activities or business of or with any person or in any country that, at the time of such funding or facilitation, is the subject of Sanctions or in any other manner that will result in a violation of Sanctions by any person; and
B. acknowledges and agrees that the Investor’s compliance with these Rules and the consummation of any other transaction contemplated under these Rules, including trading, will not result in a violation of any of the Sanctions by the Investor or its subsidiaries or a director, officer, affiliate, employee or other person acting on behalf of the Applicant, or its subsidiaries, if any.