General Terms and Conditions - Version 2.1

Last Updated: Apr 18, 2022

These Terms of Service and any terms expressly incorporated herein (“Terms” or T&Cs”) apply to any access to or use of any services made available by XREX ( including XREX Inc. or its Affliates, collectively “XREX” or “we”) and using XREX’s websites (including https://xrex.io and https://xrex.exchange, collectively the “Site”) or the XREX mobile application (“Mobile App”) or any application programming interface (API) that may be provided by XREX and relating to the Site, and to any other services provided by XREX relating to the Site (collectively “XREX Services” or “the Services”). The Services are only suitable for those who fully understand the risks associated with such services and products. You should ensure that you have the relevant and requisite working knowledge before using the Services.

These terms are a legal contract between you and XREX so it is important that you review them carefully before using the Services. By clicking on the “I agree” button (or the equivalent) or check-box presented with these Terms or by continuously accessing any of the Services that manifest your consent, you agree to be bound by these Terms.

  1. Account

    1.1. Eligibility for XREX account application:

    1.1.1. Any applicants located in, or of citizenship of, any countries or regions listed on this page will be denied for AML/CFT (defined below) or other regulatory purposes. This list of the restricted and prohibited jurisdictions will be updated and revised from time to time at the sole discretion of XREX. If you change your residence or nationality, or both, to any jurisdiction on the list, you must notify XREX immediately and cease your participation in any activity on the Site or Mobile App unless you receive written permission from XREX.

    1.1.2. In order to use the Services, you must be at least 18 years of age, and you must have the authority to enter into and execute an agreement to these Terms. In order to leverage any part of the Services, you are required to provide personal information. You hereby warrant that any information provided by you is accurate, complete, and current and you accept that any inaccuracies may lead to XREX, in its sole discretion, freezing your accounts, assets, and access at any time and without prior notification

    1.2. Relationship of the Parties: XREX is an independent contractor for all purposes. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, or employment relationship between you and XREX, or authorize you to act as agent of XREX.

    1.3. XREX Account:

    1.3.1. “XREX Account” refers to any user account provided by XREX for the purpose of using the Services, including but not limited to Individual Account, Corporate Account, and Advanced Account.

    1.3.2. In order to access some of the Services, you must complete our identity verification questionnaire and provide accurate and truthful details and documentation as required by our policies and procedures. You agree that XREX may share the relevant data with certain third parties contracted by XREX to perform evaluations against the provided data and documentation in order to verify and validate the same as well as ascertain your status with regards to the relevant sanctions as required by the applicable laws of the jurisdiction(s).

    1.3.3. Individual Account: Each individual shall only apply and control one single account only. Any requests for additional, duplicate accounts will not be granted. Using a nominee account may result in the termination of your account.

    1.3.4. XREX may, at our discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services.

    1.3.5. Corporate Account: Individuals with the intent to use Services on behalf of an enterprise or legal entity must request a corporate account when such accounts are made available on our platform. If you use the Services on behalf of an enterprise or legal entity without registering for a corporate account, you do so at your own risk and you agree and accept that your account may be restricted, access to your account may be prevented, and access to your funds may be withheld pending a full investigation of the details surrounding the enterprise or legal entity on whose behalf you are accessing the Services. You also agree that your details and the results of such an investigation will be shared with the relevant regulatory authorities.

    1.3.6. Advanced Account: At its sole discretion, XREX may grant additional benefits, rewards, or features for qualified users (either incorporated with their Individual Account or Corporate Account) as Advanced Account holders (such as premium accounts). Notwithstanding the foregoing, Advanced Account holders are still users under these Terms, not contractors, representatives, or agents of XREX, and you shall contact XREX directly to confirm the information regarding any benefits or rewards when using the Services.

    1.4. Responsibility for Authorized Actions: You hereby authorize XREX to take appropriate actions including but not limited to placing orders, receiving deposits and executing withdrawals based on instructions the Service receives from your account, whether or not you have personally authorized those actions. In the event you notice the execution of any actions not authorized by you, you shall immediately notify XREX via the Customer Service portal at our Intercom chat and shall immediately notify XREX if you have any suspicion that your account may have been compromised, hacked or otherwise accessed without your consent.

    1.5. Account Funding

    1.5.1. Deposits:

    1.5.1.1. Only users who have passed the KYC procedures (including identity verification) can deposit cryptocurrencies to your XREX account. Subject to the applicable laws and jurisdictions, you may deposit government-issued currency (“Fiat Money”) to the designated bank account via your own bank (and only your bank account), and you can view your balance of Fiat Money on your account. If you send cryptocurrencies to the incorrect wallet address or to unsupported Token types, your cryptocurrencies may be lost forever, and XREX will not accept responsibility for such lost funds. Any funds you send to the XREX-provided wallet addresses or bank account(s) will not receive any interest unless specifically stated otherwise on the Site or the Mobile App.

    1.5.1.2. Deposit amounts may be subject to limits depending on the level to which you have verified your identity, or provided additional pertinent information as described in the XREX Deposit and Withdrawal Policy which is hereby incorporated into these Terms.

    1.5.2. Withdrawal

    1.5.2.1. Only users who have passed the KYC procedures can withdraw Fiat Money and cryptocurrencies from XREX. You will be required to maintain enough funds in your wallets or bank accounts to satisfy any open orders you may have. Any funds in excess of those committed to your open orders may be withdrawn to an external wallet, in the case of Tokens, or to an external bank account under your name (and your name only), in the case of Fiat Money.

    1.5.2.2. XREX may require you to verify your ownership of any external wallets or bank accounts prior to approving your withdrawal requests. Please note that XREX is unable to reverse any withdrawal transactions and therefore accepts no responsibility for amounts sent to incorrect, improperly formatted, or erroneous addresses, or addresses of a different type of Token than the one stipulated in the withdrawal request.

    1.5.2.3. Withdrawal amounts may be subject to limits depending on the level to which you have verified your identity, or provided additional pertinent information as described in the XREX Deposit and Withdrawal Policy.

    1.5.2.4. You hereby authorize XREX to use your account to send amounts to any approved external wallet address or bank account specified by you when using the Service, as well as to deduct or debit any fees charged by XREX when executing transfers on your behalf.

    1.5.3. Other Account Funding Terms

    1.5.3.1. You hereby accept responsibility for any fees charged by third parties when making transfers to external wallet addresses or bank accounts, as well as any fees charged by XREX when executing transfers on your behalf.

    1.5.3.2. You also accept responsibility for ensuring that any transfer request, whether inbound or outbound, confirms the XREX requirements, third-party service provider requirements, or Token requirements for processing such a request. For Token transfers, you accept all responsibility for ensuring wallet addresses are properly formatted, correct, and suitable for the type of Token being transferred.

    1.5.3.3. You further accept responsibility for ensuring that there are no errors in your transfer instructions when using the Services. You hereby agree and accept that if you do not comply with any of the above requirements, your Tokens may be permanently lost and you agree to waive any and all claims against XREX under such circumstances.

    1.5.3.4. The timing of completion of transactions is up to third-party networks and XREX provides no guarantees as to how long a transaction may take before it can be completed.

    1.5.3.5. XREX may impose limits on the amounts you will be able to transfer into or out of the Services at any given time and may suspend or even terminate your ability to make transfers from either your Token wallet or Fiat Money account or both, in order to comply with regulations, law enforcement orders, government body orders or at XREX’s own discretion.

    1.6. Prohibited Use and activities

    1.6.1. You will not violate any law, regulation, contract, intellectual property, or another third-party right, or commit a tort while using the Services; use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner; engage in any type of market manipulation. Market manipulation activities include, but are not limited to, pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing and layering, regardless of whether it is prohibited by law; use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities; use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Services or to extract data; use or attempt to use another user’s account without authorization; attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access, or attempt to access the Services from any location or jurisdiction in which you are prohibited from accessing the Services; introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material; develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed; provide false, inaccurate, or misleading information; post content or communications that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable; post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service; post content containing private information of any third-party including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; promote, offer, use or otherwise exploit the Services or use or otherwise exploit any data related thereto in connection with the formation, operation or offering of any index fund or similar product or any data package or similar product or any other derivative product utilizing the Site or the Services; or encourage or induce any third party to engage in any of the activities prohibited under this Section.

    1.6.2. Copyright Violations: XREX has a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on the Services infringes any copyright that you own or control, you may notify us via email to legal@xrex.io. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable for costs and damages caused by your infringement.

    1.6.3. Remedies: If you violate any of these Terms, XREX may, as it determines reasonably necessary to remedy or mitigate your violation, delete all or part of such information transmitted by you, suspend or cancel your account, or confiscate Tokens owned by you without any prior notice to you. XREX shall in no event be responsible or liable for any damage incurred by the user as a result of an action taken by us pursuant to this paragraph. Any right or remedy of XREX set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under the statute, at law, or in equity.

    1.7. Termination

    1.7.1. In the event of discontinuation of all Services or other termination of your right to access all Services: (a) all amounts payable by you to us will immediately become due; (b) we may delete or deactivate your account and all related information and files in such account without liability to you; (c) we may cancel any open Orders or other transaction requests that are pending at the time of discontinuation or termination.

    1.7.2. In the event of discontinuation or termination of all Services or discontinuation or termination of transfer or storage Services for all or some Tokens, we will use commercially reasonable efforts, unless prohibited in order to comply with applicable laws or regulations or by order of law enforcement or other governmental authority, to provide you with a period of 90 days to remove the affected Tokens from your Hosted Wallet and any Fiat Money from your account.

    1.8. Unclaimed Property

    1.8.1. If your account has been inactive and you have not responded to reasonable attempts by XREX to contact you for a period of time, XREX may have an obligation to report any Tokens in your wallet address or any Fiat Money in your account to the applicable government entity as unclaimed property. If this happens, we will attempt to contact you using the information you provided. If you do not respond, XREX may be obligated to turn over any Tokens in your wallet address, or any Fiat Money in your account to the applicable government entity after deducting fees payable to XREX.

  2. Data Protection and Security

    2.1. Personal Data: You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associates, or other individuals (if you are not an individual), in connection with this Agreement, or XREX. We will process this personal data in accordance with the [Privacy Policy](https://support.xrex.io/en/articles/4210005-what-is-xrex-privacy-policy#:~:text=When you use XREX Services,allow us to identify you.), which shall form part of this Agreement. Accordingly, you represent and warrant that:

(A) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;

(B) before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, a copy of which is available here: [Privacy Policy](https://support.xrex.io/en/articles/4210005-what-is-xrex-privacy-policy#:~:text=When you use XREX Services,allow us to identify you.), and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and

(C) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.

2.2. Security:

2.2.1. While XREX maintains a high standard of cyber hygiene practice and implements advanced security controls, you are required to ensure the security of your account by protecting your account data, passwords, crypto-asset wallet addresses, and other relevant data. You also agree to follow the security practices and rules presented by XREX in order to maintain the security of your account and your personal data.

2.2.2. Authentication and Verification: In order to initiate the KYC (defined below) process to access the Services as required by XREX, you are to provide an email address and create a password. XREX offers two-factor authentication via a supported Time-based One Time Password application. You are responsible for keeping electronic devices through which the Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password-protected. Any loss or compromise of personal electronic devices or security details may result in unauthorized access of your account by third parties and the loss or theft of Tokens and/or funds held in your account and the misuse of any associated accounts, including linked bank account(s). You hereby accept all responsibility for such loss and damages.

2.2.3. Any loss or compromise of your electronic device or your security details may result in unauthorized access to your account by third parties and the loss or theft of any Token or asset held in your account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others. Any violation of cybersecurity practice may result in suspension or termination of your XREX account for cybersecurity and compliance purposes.

2.2.4. Safety and Security of Your Computer and Devices: XREX is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attacks. We advise the regular use of reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from XREX.

3. Services, Fees, and Rewards

3.1. General

3.1.1. Unless specifically defined otherwise, “Tokens” means only blockchain-based fungible tokens available on XREX Exchange, under these Terms. For a greater clarity, “Tokens” are interchangeable with “cryptocurrencies” under these Terms.

3.1.2. As defined in these Terms, the Services include any services available on the Site and provided by XREX. The scope of the Services may vary from time to time, and its availability depends on your jurisdictions and specific circumstances. The list of the Services in this Section is not intended to be exhaustive.

3.1.3. XREX may, at our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services. XREX will not be liable for any losses suffered by you resulting from any modification of any Services or from any suspension or termination of your access to all or a portion of any Services or for any other reason. If and when Services resume, you acknowledge that Token valuations and exchange rates may differ significantly from the valuations and rates prior to such an event.

3.1.4. No Broker or Fiduciary Relationship: XREX is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with Trades or other decisions or activities effected by you in using the Services. As such, no information provided to you by XREX is intended or should be considered as advice. Please refer to the Risk Disclosure when choosing whether or not to use the Services.

3.1.5. XREX may, at its own option and discretion, attempt to correct, reverse, or cancel any Order, Trade, or Transfer with respect to which we have discovered an error, whether such error was by the Services, by you, or by a third party. You hereby authorize us to attempt any such correction, reversal or cancellation described. XREX provides no warranty or guarantees that any such attempt will be successful and bears no responsibility or liability for any such error or correction attempt.

3.2. Trade and Conversation

3.2.1. Trade and Orders: “Trade” is an exchange of Tokens or an exchange of Fiat Money for Tokens or Tokens for Fiat Money between you and another user of the Services. An “Order” is created when you enter instructions to the system to make a Trade using the Services. When you enter an Order, you authorize XREX to make a Trade of the specified Token or Fiat Money for all, or part of the specified amount on a spot basis. You agree to pay XREX the applicable fees and authorize XREX to deduct these fees from your wallet or from the Trade amount.

3.2.2. Conversion: “Conversion” and “convert” refer to an exchange between one type of Token to another typoe of Token, or between Token and Fiat Money. When you opt for Conversion, you will have a time-senstive price from the Site or the Mobile App. Once you accept the price before the price offer expires, such conversion is final and can not be revoked or canceled.

3.2.3. Order Confirmation: Before an order is placed, the system will provide a summary of the Order for you to confirm. If the system is unable to provide a summary or confirmation, this will not invalidate the Order submitted by you and it may be placed anyway.

3.2.4. Order Matching and Trade Execution: Upon placing an order, your account will be updated to reflect the open Order and your Order will be included in the order book for matching. Once the Services match all or part of your order with that of another user, the Services will execute a Trade. Once a Trade has been executed partially or completely, your account will be updated accordingly. Orders will remain open until they are executed or canceled. In order to execute a Trade, you authorize XREX to take complete control over the Tokens you are disposing of in the Trade.

3.2.5. Cancellations: You will be able to cancel an order if it has not been executed yet. If the Order has been matched and the Trade executed, you will not be allowed to cancel, change, withdraw or rescind your authorization for XREX to execute the Order. This applies to orders that have been partially matched or executed. XREX reserves the right to refuse the cancellation of a Market Order once it has been submitted.

3.2.6. Insufficient Funds: In the event your account does not have sufficient funds to execute the Trade, XREX may cancel the entire Order, or only fulfill the part of the Order for which you have sufficient funds.

3.2.7. Token availability: XREX in its sole discretion determines which Tokens and the specific blockchain thereof will be made available for trading, transferring, and storing on the Services. Unless otherwise required by law enforcement or other regulatory bodies, XREX will make reasonable efforts to notify you of any changes to the supported Tokens. If you do not remove your Tokens or other assets to an external wallet address or account prior to the cessation of support on the Services, you may lose all or part of your Tokens or other assets. In such cases, XREX will not be liable for any losses, liabilities, costs, or expenses related to its decision to remove support for any Token or asset.

3.3. BitCheck

3.3.1. “BitCheck” is XREX’s trademark associated with its specific service of cryptocurrencies transfer. A user of XREX may use BitCheck to send a certain amount of their Tokens to another user of XREX. Such an amount of Tokens will be locked on the platform immediately after a BitCheck is issued until (1) both the receiver and the sender agree to cancel the BitCheck, or (2) the sender releases the locked Tokens and the receiver accepts the Tokens of Bitcheck. That is, once the sender releases the BitCheck, the receiver may withdraw the relevant Tokens immediately, including transfer to external wallets outside XREX’s control.

3.3.2. Whenever the sender and the receiver have disputes regarding the locked Tokens while using BitCheck, the sender and the receiver have to resolve the disputes on their own. XREX will not involve itself in any such dispute nor in the resolution of such disputes between the users.

3.3.3. Shall such a dispute under Section 3.3.2 occurs, the BitCheck will not be released until such time as the dispute has been resolved and evidence of the resolution acceptable to XREX has been provided in a form acceptable to XREX. You agree that XREX has no liability or responsibility for such withholding, or for your inability to withdraw Tokens or Fiat Money or to execute Trades for the duration of any such withholding.

3.4. Staking and Earn Project

3.4.1. “Staking and Earn Project” refers to a variety of technological solutions and project slections provided by XREX to offer the opportunity for its users to voluntarily participate in blockchain-based staking projects, whether it is centralized or decentralized projects.

3.4.2. Risk assumption: Staking and Earn Projects are inherently risky, and you shall do your own research before using this type of the Services. You understand that you may lose up to all your Tokens, and you agree to assume all risks associated.

3.5. Fork and Airdrops: You remain the lawful and beneficial owner of any assets and Tokens in your account and the beneficial owner of additional assets resulting from any applicable (i) network fork that is supported by XREX and (ii) airdrop or similar distribution of Digital Assets that is supported by XREX; provided, that XREX retains sole discretion and has no obligation to support any particular forks, airdrops or similar distribution and such support remain in all instances subject to the Terms.

3.6. Fees

3.6.1. You agree to pay XREX the fees described in the fee schedules (“Fee Schedule”), as periodically updated by us at our discretion. The updated Fee Schedule will apply prospectively to the relevant Services that take place following the effective date of such updated Fee Schedule. You authorize us to deduct and/or debit Tokens or Fiat Money from your wallet or from the Trade amount for any applicable fees payable by you under these Terms.

3.6.2. You agree and understand that your acceptance of this Agreement is considered to be your acceptance of our Fee Schedule. We reserve the right to change, modify, or increase our Fee Schedule at any time.

3.6.3. The Fee Schedule can be found at https://support.xrex.io/en/

3.7. Rewards or Rebates: XREX may grant Rewards or Rebates from time to time to its users for promotional activities (such as a referal program). Specific rules for any Reward or Rebate shall be found at https://support.xrex.io/en/ unless otherwise agreed in writing in other agreements.

3.8. Non-fungible tokens (“NFTs”): XREX may mint and issue NFTs to its selected users in accordance with a limited license. Additional requirements or conditions may apply to any NFTs distributions.

4. Proprietary Rights

4.1. Ownership: The Services, Site, and all technology, content, data, and other materials used, displayed or provided or received by you in connection with the Services or Site (“XREX Materials”) together with all intellectual property rights in any of the foregoing are, as between you and us, owned by XREX.

4.2. Limitation: You may use the XREX Materials solely as authorized by us in connection with your use of the Services for as long as we permit you to continue to access the Services. Without limiting the foregoing, you will not:

(a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Site, Services, or XREX Materials or use the Site, Services or XREX Materials in any service bureau environment;

(b) modify or create derivative works of the Site, Services, or XREX Materials, or any portion thereof or any data or information received by you in connection therewith;

(c) frame, display, or incorporate the Site, Services, or XREX Materials in any website or any other work of authorship;

(d) decompile, disassemble, reverse engineer or attempt to discover the source code of the Site, Services, or XREX Materials;

(e) use the Site, Services or XREX Materials to design, develop or create any competing product or service; or

(f) otherwise use the Site, Services, or XREX Materials for any commercial or noncommercial purpose other than their intended purposes determined at our discretion.

4.3. “XREX,” any product or service names, logos, and other marks used on the Site or XREX Materials, or otherwise in connection with the Services, are intellectual property owned by XREX, Inc. or its licensors. You may not copy, imitate, or use them without our prior written consent.

4.4. Feedback: XREX will own any feedback, suggestions, ideas, or other information or materials regarding XREX or the Services that you provide, whether by email, posting through the Services, or otherwise (“Feedback”). You hereby assign to XREX, Inc. all right, title, and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

4.5. User Content: You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to us using the Services or submit or post to the Site and that is not Feedback owned by us (the “User Content”). You represent and warrant that:

(a) you own the User Content or have the right to grant the rights and licenses in these Terms, and

(b) the User Content and use by XREX of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. We may remove any User Content from the Site for any reason at our discretion.

4.6. Third-party Content: In using the Services, you may view content provided by third parties (“Third-Party Content”). XREX does not control, endorse, or adopt any Third-Party Content and shall have no responsibility for Third‑Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. XREX is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

5. Risk Disclosure, Limitation of Liability, and No Warranties

You should read the XREX Risk Disclosure Statement and Disclaimer in detail before using any of the Services.

5.1. Risk Disclosure: BY ACCESSING AND USING THE SERVICES YOU ARE ENGAGING IN FUNDAMENTALLY RISKY AND SOPHISTICATED TRANSACTIONS. CRYPTOCURRENCIES ARE HIGHLY VOLATILE INSTRUMENTS AND CAN RAPIDLY AND UNEXPECTEDLY DECREASE IN VALUE. TRANSACTING WITH CRYPTOCURRENCIES ALSO REQUIRES A CERTAIN LEVEL OF TECHNICAL KNOWLEDGE AND UNDERSTANDING WITHOUT WHICH USERS MAY LOSE ACCESS TO SOME OR ALL OF THEIR CRYPTOCURRENCIES. BY ACCESSING the Services YOU AGREE THAT YOU ARE VOLUNTARILY ENGAGING IN INHERENTLY RISKY TRANSACTIONS AND THAT YOU ARE AWARE OF THE RISKS INVOLVED INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, LOSS OF ACCESS TO CRYPTOCURRENCY FUNDS DUE TO TECHNICAL ERRORS, SOFTWARE FLAWS AND POTENTIAL COMPROMISE OF THE SECURITY OF EITHER THE SERVICES OR YOUR OWN PERSONAL SYSTEMS.

5.2. Limitation of Liability:

5.2.1. IN NO EVENT WILL THE LIABILITY OF XREX, THEIR RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS, OR CONTRACTORS ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, THE XREX MATERIALS, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF XREX, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY (INCLUDING, FOR AVOIDANCE OF DOUBT, ANY NEGLIGENCE OF XREX) EXCEED THE RELEVANT AMOUNT OF THE FEES PAID BY YOU TO XREX UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR THE PERIOD OF DURATION OF THIS AGREEMENT BETWEEN YOU AND XREX, WHICHEVER IS SHORTER.

5.2.2. This Limitation of Liability shall apply to the fullest extent permitted by law. The Limitation of Liability in this Section is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence.

5.3. No Warranties: All services are provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, XREX disclaims any representations and warranties of any kind, whether express, implied, or statutory, including, but not limited to, the warranties of merchantability and fitness for a particular purpose.

6. Taxes

6.1. The tax treatment of crypto-assets and transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using the Services under this Agreement. By using the Services, you are solely responsible for reporting and paying any applicable taxes arising from rewards, staking, or transactions, and acknowledge that XREX does not provide investment, legal, or tax advice governing these transactions. You understand that XREX may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using the Services to a tax or governmental authority to the extent such reporting is required by applicable law.

6.2. XREX may withhold taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding is required by applicable law. From time to time, XREX shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to crypto-asset transactions.

7. Anti-Money Laundering and Counter-Financing Terrorism (AML/CFT) and Know-Your-Customer (KYC) Policies

7.1. XREX constantly verifies the individuals and organizations that use the Services. XREX will deny or suspend the Services to anyone refusing to provide sufficient evidence of their identity, or whose evidence is determined to be misleading, false, or otherwise unacceptable. As such, XREX maintains AML/CFT and KYC Policies that take a risk-based approach to the relevant regulatory guidelines. These approaches and guidelines are described in the XREX Know Your Customer Policy as well as the XREX Anti-Money Laundering Policy. Each policy and program may be updated from time-to-time, including the procedures used to verify our customers identities or evaluate our customers transactions. By using the Services, you agree to be bound by the terms of these policies, failure to do so may result in termination of your access to the Services and loss of funds.

7.2. Property Disputes: If XREX receives notice that any Tokens in your wallet address are alleged to have been stolen or otherwise are not lawfully possessed by you, we may, in our sole discretion, place an administrative hold on the affected Tokens. If this happens, we may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to XREX has been provided in a form acceptable to XREX. XREX will not involve itself in any such dispute nor in the resolution of such disputes. You agree that XREX has no liability or responsibility for such hold, or for your inability to withdraw Tokens or Fiat Money or to execute Trades for the duration of any such hold.

7.3. XREX constantly monitors transactions on the Site or any transactions via the Services, and XREX may suspend or block any transaction immediately without prior notice to you. In compliance with applicable laws and regulations, XREX will report to relevant authority regarding any suspicious activities and transactions.

7.4. It is your responsibility to keep your email address and mobile phone number on file with us up to date so that we can communicate with you electronically. If we send you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. If we send you an electronic Communication but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will be deemed to have provided the Communication to you. You can update your email address, mobile phone number, or street address at any time by filing a support request at our Intercom chat. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by us are returned, we may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.

8. Indemnification

8.1. You will defend, indemnify, and hold harmless XREX Inc., their respective Affiliates, and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to: (a) your use of, or conduct in connection with, the Services; (b) any Feedback or User Content you provide; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity.

8.2. If you are obligated to indemnify any Indemnified Party, XREX (or, at our discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.

9. Governing Law and Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

9.1. You and XREX agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and XREX agree to notify each other in writing of any dispute within thirty (30) days of when it arises.

9.2. Procedures Prior to Arbitration:

9.2.1. If you have any dispute with XREX regarding the Services, you agree to file a Formal Complaint before filing any arbitration claim so that XREX and you can solve the dispute effectively and efficiently. A Formal Complaint is filed when you send such notice to support@xrex.io AND legal@xrex.io with the subject “Formal Complaint Process” including your full legal name and registered email at XREX. If you do not file a Formal Complaint or fail to provide complete information in your email before filing an arbitration claim or seeking equitable relief in an applicable court, XREX has the right to ask the arbitrator or the court to dismiss the filing unless and until you complete the Formal Complaint Process.

9.2.2. If any such dispute is not settled amicably within ninety (90) days after you file a Formal Complaint, the Parties agree that such dispute shall be referred to and finally resolved by arbitration on a confidential basis in Singapore in accordance with the Rules of the Singapore International Arbitration Centre (“SIAC Rules” and “SIAC” respectively). However, to the extent that the SIAC Rules are in conflict with the Terms, the Terms shall prevail.

9.2.3. The tribunal shall consist of one (1) arbitrator, to be appointed by the President of the SIAC. The language of the arbitration shall be English.

9.3. Governing law: Any dispute arising from this Agreement will be governed and construed by these Terms and the laws of Singapore, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and XREX will not commence against the other a class action, class arbitration or representative action or proceeding.

10. General Provisions

10.1. User’s General Obligation: You must comply with all applicable laws, regulations, licensing requirements and third-party rights (including, without limitation, data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Services and the Site.

10.2. XREX does not offer any legal or financial advice. You should do your own research and consult professional advisors before using our Services.

10.3. Limited Licence: We grant you a limited, revocable, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Site and XREX Materials solely for approved purposes as permitted by us from time to time. Any other use of the Site or XREX Materials is expressly prohibited and all other rights, title, and interest in the Site or Content is exclusively the property of XREX and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.

10.4. These Terms, as well as any attached jurisdiction annexes and/or product schedules (together “Annex”) (if any), will apply to your use of the Services. Please take the time to read and understand these Terms before using the Services so that you are aware of your legal rights and obligations. In the event of any inconsistency between these Terms and any Annex, the relevant Annex shall prevail.

10.5. Modification of Terms: XREX reserves the right to modify these Terms at any time and at XREX’s discretion. XREX will provide notification of modification of these Terms either by sending you an email, by updating the “Last Updated” presented at the top of these Terms of Service, or by a pop-up window in the Mobile App. By clicking the button or a check box presented with these Terms or other methods that manifest your consent, you agree to be bound by the updated or modified Terms. If you do not agree to any modification of the Terms, you must stop using the Services. It is your responsibility to review these Terms from time to time. Any questions related to these Terms can be directed to our support team via our Intercom chat.

10.6. Hardware and Software Requirements

It is your responsibility to make sure that you have requisite hardwares and softwares, including stable and secured internet, to access the Services and communicate with XREX.

10.7. Communications and Notice

10.7.1. Shall you have any issues, questions, feedback, or comments on the Services or these Terms, you can contact XREX via the Intercom chat on Site or Mobile App, or send an email to support@xrex.io.

10.7.2. Consent to Electronic Delivery: You consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, “Communications”) that we provide in connection with this Agreement, your account, or any Services.

10.7.3. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our Support Team by filing a support request at our Intercom chat or send an email to support@xrex.io. If you decline or withdraw consent to receive electronic Communications, we may suspend or terminate your use of the Services.

10.7.4. Requesting Paper Copies

10.7.4.1. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication that we previously sent you, you may request a copy within 30 days after the date we provided the Communication to you by contacting us at our Intercom chat.

10.7.4.2. In order for us to send paper copies to you, you must have a current street address on file with us. Please note that our Services operate exclusively online and it is very burdensome for us to produce paper copies of Communications. Therefore, if you request paper copies, you agree that we may charge you a processing fee and all relevant costs of your request.

10.8. XREX Affiliates and Contractors: An “Affiliate” is, with respect to a legal entity, another legal entity that controls, is under common control with or is controlled by the first legal entity. The Site and any Services may be operated or provided by XREX, its Affiliates, or their respective contractors. To the extent that an Affiliate of XREX Inc., or contractor of XREX, is operating or providing any Services, the Affiliate or contractor’s provision of such Services will be under terms identical to these Terms substituting the Affiliate or contractor’s name wherever XREX's name occurs in these Terms.

10.9. Nonwaiver: XREX’s failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

10.10. Severability: The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.

10.11. Force Majeure: XREX has no responsibility or liability for any failure or delays in performance of any Services, or any loss or damage that you may incur, due to any circumstance or event beyond the control of XREX, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, the action of government, communications, power failure, or equipment or software malfunction.

10.12. Assignment: You may not assign or transfer any right to use the Services or any of your rights or obligations under these Terms without prior written consent from us, including by operation of law or in connection with any change of control. XREX may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.

10.13. Separately Negotiated Arrangements

10.13.1. From time to time, XREX may, subject to applicable laws and regulations and as determined by we in our sole discretion, enter into separately negotiated arrangements with certain XREX users pursuant to a confidential similar agreement that supplements certain of the economic or other terms of this Agreement, in each case solely as applicable to that user’s relationship with XREX and use of the Services. Such arrangements may involve, among other matters: (i) different incentives, including, but not limited to, different economic, funding, and/or fee terms, or other payments; and (ii) the ability to receive additional or customized market information not generally available to other users.

10.13.2. Any such separately negotiated arrangements will be entered into based on factors or considerations determined by us to be relevant in our sole discretion, and arrangements or terms offered to one XREX user, generally are not available to all, or even any, other users. You further agree and understand that the validity of or enforceability of these Terms under this Agreement entered into by and between you and XREX, shall not be affected by the existence of or the terms and conditions of any separately negotiated arrangement with any user of XREX.

10.14. Interpretation:

10.14.1. Where XREX has provided a translation of the English language version of these Terms (the “English Version”) for your convenience, the English Version governs the relationship between you and XREX. In the event of any conflict between the English Version and a translation thereof, the provisions in the English Version shall take precedence over any other translation.

10.14.2. Headings: Headings of sections are for convenience only and shall not be used to limit or construe such sections.

10.14.3. Entire Agreement; Order of Precedence: These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the you and XREX regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with XREX, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

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