Terms of Use

1. Introduction and acceptance

These Terms of Use (the “Terms”) govern your access to and use of the website located at [website URL] and the crypto-to-crypto exchange service made available through it (together, the “Service”), operated by Meridian Digital Inc., a company incorporated in the Republic of Panama (“we”, “us”, “our”, or the “Company”).

By accessing or using any part of the Service — including by creating an exchange request — you agree to be bound by these Terms and by any documents incorporated by reference, including our Privacy Policy and our Anti-Money Laundering and Counter-Terrorist Financing (AML/CFT) Policy (together, the “Policies”). Please read these Terms carefully. If you do not agree with all of the Terms, you must not use the Service.

2. About the Service

The Service enables you to submit a request to exchange one supported cryptocurrency for another supported cryptocurrency (a “Transaction”). The Service is limited in the following material respects:

• We provide crypto-to-crypto exchange only. We do not provide fiat currency services, payment services, banking, custody, lending, trading, brokerage, an order book, margin, or peer-to-peer matching.
• We do not execute exchanges automatically. When you submit a request, no exchange is performed until a representative of the Company (a “Manager”) has reviewed and confirmed the Transaction and any required verification has been completed. Communication with a Manager is conducted via Telegram.
• We do not hold customer balances, operate customer accounts, or store customers’ private keys. There is no registration or login.
• Rates displayed on the website are indicative estimates derived from third-party market data providers and include the Company’s service margin. The applicable rate for any Transaction is confirmed by the Manager at the time of processing.

We may modify, suspend, or discontinue all or any part of the Service at any time, with or without notice. We are not liable to you or any third party for any such modification, suspension, or discontinuance.

3. Eligibility

By using the Service, you represent and warrant that:

• you are at least the age of majority in your jurisdiction of residence and have full legal capacity to enter into these Terms;
• you are not a resident, citizen, or located in, and you are not acting on behalf of any person located in, any Restricted Jurisdiction (as defined in Section 4);
• you are not a Restricted Person, meaning a person or entity that is the subject of any sanctions, or that appears on any sanctions, restricted-party, or watchlist maintained by the United Nations, the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, the Republic of Panama, or any other competent authority;
• your use of the Service does not violate any law or regulation applicable to you, including any laws relating to digital assets;
• the funds and digital assets you use with the Service are lawfully owned by you and are derived from legitimate sources;
• you will not use any VPN, proxy, TOR, or other means to misrepresent or disguise your location or identity in order to access the Service, except solely where such tools are used to obtain technical access in regions where access to the website or to Telegram is restricted by internet service providers, and where using the Service is otherwise lawful for you.

4. Restricted Jurisdictions

The Service is not offered to, and may not be used by, any person who is a resident or citizen of, or who is located or established in, any of the jurisdictions listed below (each a “Restricted Jurisdiction”). We may block access, refuse a request, and decline to complete any Transaction where we determine that you are connected to a Restricted Jurisdiction. We may update this list at any time at our sole discretion.

5. How an exchange works

1. You select a supported pair and amount and submit an exchange request through the website, providing the receiving wallet address and your contact details. You will be issued a request number.
2. No Transaction is executed automatically. You continue with a Manager on Telegram to confirm the details.
3. You complete identity verification and any AML/sanctions checks required under Section 6 and our AML/CFT Policy.
4. Once checks are cleared and the details and rate are confirmed by the Manager, the exchange is completed manually. You are solely responsible for the accuracy of the receiving wallet address and network you provide. Blockchain transactions are irreversible, and we are not liable for any loss resulting from incorrect, invalid, or incompatible details you provide.

6. Identity verification, AML and sanctions screening

We operate a compliance-first service. Identity verification is mandatory, and every customer must pass verification and screening before a Transaction is completed. In accordance with applicable AML/CFT laws and our AML/CFT Policy, we may:

• request identity documents, proof of address, and information and documentary evidence about the purpose of the Transaction and the source of your funds or wealth;
• screen you, and the wallet addresses and transactions involved, against sanctions lists, watchlists, politically-exposed-person (PEP) databases, restricted-jurisdiction lists, and third-party blockchain analytics/AML risk tools;
• refuse, delay, suspend, or reverse (where possible) a Transaction, request additional information, or decline to provide the Service, where we detect or reasonably suspect fraud, money laundering, terrorist financing, sanctions exposure, or other unlawful or high-risk activity, or where required by law or by a competent authority.

We are not obliged to disclose the details of our risk-management or security procedures. Please refer to our AML/CFT Policy and Privacy Policy for further detail.

7. Your representations and undertakings

You represent, warrant, and undertake that: (a) you will provide accurate, current, and complete information whenever requested; (b) all digital assets you send to or receive through the Service will be used solely for lawful purposes and in compliance with all applicable laws, including AML/CFT and sanctions requirements; (c) you have the necessary knowledge and experience to understand the risks of dealing in digital assets; and (d) you will maintain up-to-date contact details so that you can receive any notice we may send.

8. Prohibited use

You must not use the Service:

• for any unlawful purpose, or to solicit or facilitate any unlawful act;
• to launder money, finance terrorism, evade sanctions, or process the proceeds of crime, fraud, ransomware, extortion, darknet activity, or any pyramid or Ponzi scheme;
• to breach any applicable law or regulation, or to infringe the rights (including intellectual property rights) of any person;
• to transmit malicious code, interfere with or circumvent the security of the Service, or reverse engineer any part of it;
• to collect data about other users, or to use the Service for competitive analysis or to build a competing product; or
• in any manner that could damage our reputation or expose us to legal or regulatory liability.

We may terminate your use of the Service, void any Transaction, and take any other action we consider necessary in the event of a breach of this Section.

9. Rates, fees, and limits

Rates displayed are indicative estimates based on third-party market data and include the Company’s service margin (currently 3% above the reference market rate). The applicable rate is confirmed by the Manager at the time of processing and may differ from the estimate shown due to market movement, network fees, liquidity, or the timing of your Transaction. Minimum and maximum limits may apply and may be changed at any time. Network (blockchain) fees may apply and may be borne by you.

10. Risk disclosure

Digital assets are high-risk. Their prices are highly volatile, and blockchain transactions are irreversible. The legal and regulatory status of digital assets is uncertain and varies by jurisdiction and may change rapidly. By using the Service you acknowledge and accept these risks.

YOU ACKNOWLEDGE AND AGREE THAT YOU MAY LOSE SOME OR ALL OF THE VALUE INVOLVED IN A TRANSACTION. IN ADDITION TO THE RISKS DESCRIBED HERE, THERE ARE OTHER RISKS ASSOCIATED WITH USING THE SERVICE AND WITH HOLDING AND EXCHANGING DIGITAL ASSETS, INCLUDING RISKS THAT WE CANNOT ANTICIPATE.

11. Nature of the Service; no advice

We are not acting as your broker, intermediary, agent, fiduciary, or advisor, and no fiduciary relationship is created by your use of the Service. Nothing communicated by us constitutes investment, financial, legal, tax, or other advice. You are solely responsible for deciding whether any Transaction is appropriate for you, and for seeking independent advice where appropriate.

12. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT ANY RATES OR DATA OBTAINED THROUGH THE SERVICE (INCLUDING THIRD-PARTY MARKET DATA) WILL BE ACCURATE OR RELIABLE.

13. Limitation of liability

To the maximum extent permitted by law, in no event shall the Company or its directors, officers, employees, affiliates, agents, contractors, suppliers, or service providers be liable for any indirect, incidental, special, punitive, or consequential damages, or for any loss of profits, revenue, savings, data, or goodwill, arising out of or related to your use of (or inability to use) the Service, whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.

Without limiting the foregoing, we are not liable for losses arising from: any change in the value or exchange rate of any digital asset; incorrect wallet details or network selection provided by you; the irreversibility of blockchain transactions; any change in applicable law or regulation; the acts or omissions of any third-party provider (including market-data or blockchain-analytics providers); or any Force Majeure Event beyond our reasonable control.

CAP ON LIABILITY. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE POLICIES EXCEED USD $1,000.00. No action arising out of or in connection with these Terms may be brought more than one year after the cause of action arose.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, agents, and employees from any claim or demand, including reasonable attorneys’ fees, arising out of or related to your breach of these Terms or the Policies, or your violation of any law or the rights of any third party.

15. Intellectual property

All content on the website, including text, graphics, logos, designs, and software, and all related intellectual property rights, belong to the Company or its licensors and may not be used without our prior written permission. Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and use the website for your own non-commercial use.

16. Communications

By using the Service you consent to receive communications from us electronically, including via the website, email, and Telegram, and you agree that such communications satisfy any legal requirement that they be in writing. Communications, including messages and calls, may be monitored or recorded for quality and compliance purposes. You must respond promptly to communications from us concerning your use of the Service.

17. Suspension, refusal, and termination

We may, at our sole discretion and with immediate effect, refuse, block, cancel, delay, or (where possible) reverse any Transaction, and restrict or terminate your access to the Service, including where: you are or become ineligible under these Terms; we suspect a breach of the Policies; the Transaction is or may be connected to unlawful or high-risk activity; or we are required to do so by law or a competent authority. Where a Transaction cannot be completed, any digital assets already received may be returned in accordance with our procedures, less unavoidable network fees, subject to applicable law.

18. Changes to these Terms

We may update these Terms from time to time to reflect changes in our practices or for legal, regulatory, or operational reasons. The current version is always available on the website. It is your responsibility to review these Terms periodically. Your continued use of the Service after any change constitutes acceptance of the updated Terms.

19. Governing law and dispute resolution

These Terms and any dispute arising out of or in connection with them or your use of the Service are governed by, and construed in accordance with, the laws of the Republic of Panama, without regard to conflict-of-laws principles. The parties shall first attempt to resolve any dispute amicably by good-faith negotiation within 14 calendar days of written notice. Any dispute that cannot be resolved shall be subject to the exclusive jurisdiction of the courts of the Republic of Panama. Each party waives any right to a trial by jury.

20. General

These Terms, together with the Policies, constitute the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is held to be unlawful, void, or unenforceable, the remaining provisions remain in full effect. Our failure to enforce any right or provision is not a waiver of it. You may not assign your rights under these Terms; we may assign ours to an affiliate or successor. Nothing in these Terms creates any partnership, joint venture, or agency relationship between you and us.

21. Contact

For questions or complaints, contact us at [support email] or via our official Telegram channel listed on the website.