Last updated: June 19, 2025

These Terms of Service (“Terms”) govern your access to and use of the website, software, educational materials, and consulting services (collectively, the “Services”) provided by Apex Bitcoin (“Apex,” “we,” “us,” “our”). By registering for or using any of our Services, you agree to these Terms in full. If you do not agree, you may not access or use our Services.

Definitions

1. Account – your user profile, including login credentials, that you create to access certain Services.
2. Client Data – any data, information or materials that you submit to Apex in the course of using our Services.
3. “You”/ “Your” – an individual or entity who accesses or uses any of our Services.
4. “Services” – the educational sessions, consulting, software, onboarding guides, and related content and tools made available by Apex.

Acceptance & Amendments

• Agreement: These Terms, together with any additional terms or policies expressly incorporated (e.g., Privacy Policy, Disclaimer), form a binding agreement between you and Apex.
• Amendments: We may update these Terms at any time. Material changes will be posted at least 7 days before taking effect and notified via email if you have an Account. Continued use of our Services after changes signifies your acceptance.

Eligibility

• You must be at least 18 years old and legally permitted to enter into this agreement in your jurisdiction.
• By using our Services you represent and warrant that you meet these requirements.

Registration & Account Security

• Account Creation: Certain Services require you to register and maintain an Account. You agree to provide accurate, current, and complete information.
• Security: You are solely responsible for safeguarding your password and any activities that occur under your Account. Notify us immediately of any unauthorized access.
• Suspension/Termination: We may suspend or terminate your Account for violation of these Terms, suspected fraud, or judicial/legal request.

Services & Usage

• Scope: Apex provides educational materials, consultations, and software tools related to Bitcoin self-custody and best practices.
• Modifications: We may modify, suspend, or discontinue any aspect of the Services (or any feature) at our discretion, with or without notice.
• Prohibited Conduct: You agree not to:
  • Use Services for illegal purposes or in violation of any law.
  • Reverse-engineer, decompile, or tamper with our software.
  • Infringe third-party rights or distribute harmful code.
  • Harvest or scrape data from the Services.

Fees, Payment & Refunds

1. Fees: All fees are as published on our website or communicated in writing.
2. Payment Terms: Invoices are due upon receipt unless otherwise agreed in writing. We accept payment via Stripe, bank transfer, or other methods we specify.
3. Late Payments: Overdue amounts accrue interest at 1.5% per month. We reserve the right to suspend Services until payment is received.
4. Refunds & Cancellations: Unless otherwise specified in a separate agreement:
   • Educational sessions and consultations canceled less than 48 hours before scheduled time are non-refundable.
   • Digital products (software, guides) are non-refundable once delivered.

Intellectual Property

• Ownership: All content, trademarks, logos, software, documentation, and materials (“Apex IP”) are owned by or licensed to Apex.
• Limited License: You may access and use Apex IP only as necessary to enjoy the Services. Any other use (copying, distribution, derivative works) is strictly prohibited without our prior written consent.

Client Data & Confidentiality

• Your Data: You retain ownership of all Client Data you submit.
• Use of Client Data: We may use aggregated, de-identified data to improve our Services.
• Confidentiality: Both parties agree to keep confidential all non-public information disclosed in connection with the Services, except where disclosure is required by law.

Regulatory Status & Disclaimers

1. No Custody & FSPR Exemption
   • Under the Financial Markets Conduct Act 2013, a “client money or property service” requires FSPR registration (FMC Act 2013, s 431W; FSPR Regs 2020, reg 3).
   • Apex employs true threshold-sharing: no single party, including Apex, can reconstruct or use your private key alone. We do not hold or control client assets—hence no FSPR registration is required.
2. No AML/CFT Obligations
   • Under the AML/CFT Act 2009, custodial services trigger KYC, transaction monitoring, and reporting requirements.
   • Apex’s software cannot independently decrypt or sign transactions; we do not carry on custodial services and are not a reporting entity.
3. No FAP Licence Required
   • “Regulated financial advice” under the FMC Act 2013 requires a FAP licence.
   • Apex provides educational software and general information only; we do not give personalised recommendations or advice on financial products.
4. Other Licences
   • Apex does not operate managed investment schemes, discretionary investment services, derivatives issuance, crowdfunding platforms, or financial markets—thus no other FMC Act licences apply.
5. General Disclaimers
   • Educational Purposes Only: No content is professional investment, legal, tax, or accounting advice.
   • Risk Disclosure: Cryptocurrencies are volatile and may result in total loss.
   • No Guarantees: We do not warrant any specific outcome from use of the Services.

Limitation of Liability

• To the fullest extent permitted by law, Apex and its officers, employees, agents, and affiliates will not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to these Terms or your use of the Services.
• Where liability cannot be excluded under applicable law, our aggregate liability shall not exceed the total fees you have paid to Apex in the six (6) months preceding the claim.

Indemnification

You agree to indemnify, defend, and hold harmless Apex, its officers, employees, agents, and affiliates from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms;
• Your violation of any law or third-party rights;
• Your use of the Services in a manner not authorized by these Terms.

Term & Termination

• Term: These Terms remain in effect until terminated.
• Termination by You: You may stop using the Services at any time.
• Termination by Apex: We may suspend or terminate your access at our discretion (including for breach of these Terms), without liability.
• Effect of Termination: Upon termination, all rights granted to you under these Terms will cease immediately, and you must cease all use of Apex IP.

Force Majeure

Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including natural disasters, cyber-attacks, strikes, or government actions.

Governing Law & Dispute Resolution

• Governing Law: These Terms are governed by the laws of New Zealand.
• Exclusive Jurisdiction: You agree that the courts of New Zealand have exclusive jurisdiction over any dispute arising under these Terms.

Severability & Waiver

• Severability: If any provision is held unenforceable, the remainder will continue in full force.
• Waiver: No failure or delay in exercising any right constitutes a waiver.

Entire Agreement & Assignment

• Entire Agreement: These Terms, together with any policies expressly incorporated herein, constitute the entire agreement between you and Apex regarding the Services.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights at any time.

Contact Information

If you have questions about these Terms, please contact:
Legal & Compliance Team
Apex Bitcoin Limited
Email: legal@apex-bitcoin.com