Terms of Service

These Terms of Service (the “Terms”) are a binding legal agreement between you (the “Client”) and Banyx Capital LLC (“Banyx Capital”, “we”, “us”). By opening an account, completing identity verification, or otherwise accessing our over-the-counter digital asset brokerage services (together, the “Services”), you confirm that you have read, understood and agreed to be bound by these Terms, our Privacy Policy and any order confirmations, trade tickets, wire instructions or addenda executed between you and Banyx Capital.

If you are entering into these Terms on behalf of a legal entity, you represent that you are authorized to bind that entity and that its principals, beneficial owners and authorized signatories have been screened in accordance with our KYC/KYB procedures.

Banyx Capital's pricing consists of a per-trade spread quoted at the time of execution and, for certain asset classes, a flat service fee. Fee schedules are disclosed in the trade confirmation ticket. Settlement must occur within the window specified in the ticket (typically T+0 for wires, subject to blockchain finality for digital assets). Late settlement may trigger cancellation, repricing, or a penalty equal to documented counter-hedging costs.

Digital asset transactions carry substantial and in some cases total loss risk. By using the Services you expressly acknowledge:

• Market risk: digital asset prices are volatile and may move adversely between quote and settlement.
• Liquidity risk: certain assets may become illiquid without notice.
• Operational risk: blockchain networks may experience delays, re-orgs, or forks; banks may reject or return wires.
• Regulatory risk: digital asset regulation is evolving and future rules may affect your ability to hold, transfer or realize value from an asset.
• Counterparty risk: although Banyx Capital conducts diligence on liquidity venues, we cannot guarantee the solvency or behavior of third-party counterparties or custodians.

The Services do not constitute and should not be construed as investment, legal, accounting or tax advice. You should consult your own qualified advisers before executing any transaction.

Banyx Capital maintains an anti-money-laundering (AML) and counter-terrorist financing (CTF) program in accordance with the U.S. Bank Secrecy Act, FinCEN guidance applicable to money services businesses, and comparable foreign regimes. We may, at our sole discretion and without prior notice to you: freeze or delay a trade, request additional information, file a Suspicious Activity Report or equivalent, or terminate your account. You agree to cooperate promptly with any lawful request for information from Banyx Capital or a competent authority.

Banyx Capital retains all right, title and interest in the Services, including the client portal, software, documentation, trade confirmations and reports. You receive a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes during the term of this agreement.

Each party will protect the other's non-public information (including pricing, trade history, compliance findings and onboarding data) with the same care it uses to protect its own confidential information, and in no event less than a reasonable standard of care. Confidential information may be disclosed only to employees, professional advisers and regulators with a need to know, or where required by law.

To the fullest extent permitted by law, Banyx Capital's aggregate liability to you arising out of or relating to the Services shall not exceed the total fees actually paid by you to Banyx Capital during the three (3) months immediately preceding the event giving rise to the claim. In no event shall Banyx Capital be liable for lost profits, lost opportunity, consequential, special, indirect, incidental, punitive or exemplary damages, even if advised of the possibility of such damages. Nothing in these Terms excludes liability that cannot be excluded by applicable law (including for fraud or willful misconduct).

You agree to indemnify and hold harmless Banyx Capital, its affiliates, officers, directors, employees and agents from and against any third-party claim arising out of (a) your breach of these Terms or applicable law, (b) your misuse of the Services, (c) any inaccuracy in the information you provide during onboarding, or (d) a sanctions, tax or other regulatory violation attributable to you.

Either party may terminate this agreement on thirty (30) days' written notice. Banyx Capital may suspend or terminate your access immediately, without prior notice, if we determine in good faith that continued access would expose us or other clients to undue legal, regulatory, reputational or financial risk. Open trades at the time of termination will settle in accordance with their confirmation tickets; thereafter no new trades will be initiated.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms shall be resolved by confidential binding arbitration seated in New York, New York, administered by JAMS under its Comprehensive Arbitration Rules, with one arbitrator. Either party may seek provisional injunctive relief from a court of competent jurisdiction to protect intellectual property or confidentiality rights pending arbitration.

Banyx Capital may amend these Terms by posting an updated version to the client portal and notifying you by email. Material changes become effective no fewer than thirty (30) days after notice. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Questions about these Terms should be directed to Banyx Capital's legal team at legal@banyxcapital.com or by post to Banyx Capital LLC, 1 State Street Plaza, New York, NY 10004, United States.