WX-CREDIT TERMS OF SERVICE

Last Update 15.10.2024

1. WELCOME

These Wallex Crypto Credit Terms and Conditions (“Terms” or “T&Cs”) govern the relationship between you (“you”) and any holding company, subsidiary, or entity in the Wallex group of companies (“Wallex” or “we”). Hereinafter, you and Wallex are separately referred to as “Party” and jointly as “Parties” regarding your use of cryptocurrency credit facilities provided by Wallex, forming a legally binding agreement (“Agreement”) between the Parties.

Certain services provided by Wallex may be subject to separate terms and conditions. By accessing and using these services, you acknowledge and agree to be bound by those separate terms and conditions.

YOU ARE RESPONSIBLE FOR ENSURING THAT THE USE OF THE WALLEX CRYPTO CREDIT OR ANY OTHER WALLEX SERVICES IS LEGAL IN YOUR LOCATION. YOU SHALL NOT USE WALLEX CRYPTO CREDIT OR OTHER WALLEX SERVICES IF SUCH USE IS ILLEGAL IN YOUR LOCATION. IF YOU ARE UNSURE, PLEASE SEEK INDEPENDENT LEGAL ADVICE.

2. DEFINITIONS

“Affiliate”means a corporation directly or indirectly, controlling, controlled by or under direct or indirect common control with another corporation;

“Applicable Law”means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgement, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgement, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Business Day(s)” means any day except any Saturday, Sunday or public holiday which banking institutions are open for normal business activities as per our

“Collateral” means clause 4;

“Digital Asset(s)” means any digital assets (such as cryptocurrencies, stablecoins and tokenised assets, including Wallex Tokens), accepted and supported by Wallex on the Wallex , and subject to revision, prohibitions and limitations at any time;

“Event of Default” any event or circumstance specified as such in clause 10;

“Event of Force Majeure” means an event or failure beyond our reasonable control, including (i) Acts of God, nature, court, or government; (ii) failure or interruption in public or private telecommunication networks, Third-Party Blockchain Networks, communication channels, or information systems; (iii) acts or omissions of a party for whom we are not responsible; (iv) delays, failures, interruptions, or unavailability of third-party services and sites; (v) strikes, lockouts, labor disputes, wars, terrorist acts, and riots; (vi) viruses, malware, other malicious computer codes, or hacking of any part of Wallex and related applications or software;

“Interest” means the specified interest rate accrued according to these Terms, subject to change at any time;

“Intellectual Property Rights” refers to patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, computer software rights, database rights, rights to use and protect confidential information (including know-how and trade secrets), and all other intellectual property rights, whether registered or unregistered, including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or protections that exist now or will exist in the future anywhere in the world.

“LTV” means clause 4;

“LTV Threshold” means that the loan-to-value ratio shall not exceed a certain percentage of the Wallex Crypto Credit.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

Prohibited Countries” means the countries or jurisdictions subject to prohibitions or restrictions on accessing or using the Wallex and are as follows: any of the following: Afghanistan, the Democratic People’s Republic of Korea, Democratic Republic of Congo, Eritrea, Libya, Somalia, South Sudan, Sudan, Yemen, Iraq, Iran, Cuba, Syria, Mali, Central African Republic, Guinea-Bissau, Lebanon or any other country which (or with any other persons who) is sanctioned by the United Nations Security Council, or under applicable laws of your country of residence;

“Taxes” means any taxes, duties or fees that incurred, or required to be collected, paid or withheld for any reason in connection with your use of the Wallex under any Applicable Law;

“Wallex “ Wallex Asset Management s.r.o.reg. number: 11774908, with reg. address: Rybná 716/24, Staré Město, 11000 Praha, Czech Republic.

“Wallex Account” means a personal account, opened with Wallex , through which you can use the Wallex Crypto Credit and other Wallex services;

“Wallex” means the Wallex dashboard and mobile application including the content and services made available on or through the same, and any updates, upgrades and versions thereof; and

“Wallex Crypto Credit”means any Digital Assets credit facility provided by Wallex and the total amount of credit owed by you to Wallex at any time until fully repaid, including the principal, the Interest, and any fees owed to Wallex under this Agreement.

Unless otherwise specified, references shall be to the Wallex General Terms and Conditions, and all defined terms used in these Terms shall have the same meaning as given in the Wallex General Terms and Conditions, as applicable.

3. ONBOARDING AND RESTRICTIONS

By entering this Agreement, you acknowledge and confirm that you meet all the conditions listed here: (i) you are at least eighteen (18) years old; (ii) you have the full right, power, and authority to agree to these Terms; (iii) you are not a resident or Tax resident of, and have no relevant connection with, any Prohibited Countries; (iv) you are not a resident or Tax resident of, and have no relevant connection with, any jurisdiction where entering or performing your obligations under these Terms is unlawful or restricted or requires licensing, registration, or approval; (v) you are not impersonating anyone, using an alias, or concealing your identity; (vi) you are not in, under the control of, or a national, citizen, or resident of any Prohibited Countries; (vii) you will not use Wallex if your country's laws prohibit you from doing so per these Terms; (viii) you comply with all Applicable Law requirements, including tax laws, exchange control, and registration requirements.

If we later determine that you have not met or no longer meet any of these conditions, we may suspend the provision of Wallex Services to you, close your Wallex Account, and prevent you from using Wallex Services.

At any time, at our sole and absolute discretion, without liability to you, we may: (i) refuse your request for a Wallex Crypto Credit; (ii) change the conditions for entering into the Agreement or using the Wallex Crypto Credit; (iii) suspend the provision of the Wallex Crypto Credit or all or part of the Wallex Services; or (iv) change, update, remove, cancel, suspend, disable, or discontinue any features, components, content, or incentives of the Wallex Crypto Credit.

By entering into this Agreement the following restrictions shall apply to you if Wallex grant you Wallex Crypto Credit:

a. You shall be restricted to open up to five (5) lines of Wallex Crypto Credit at any one time;

b. the total principal amount not exceeding the equivalent $100,000 in stable coins on the terms, and subject to the conditions, of this Agreement;

c. the stable coins shall be limited to the Digital Assets;

d. maximum LTV is 65% of the Wallex Crypto Credit when you open an account.

4. COLLATERAL

Wallex will grant you a Wallex Crypto Credit in Digital Assets if you provide the necessary Digital Assets as collateral by transferring them into the Wallex Account or using those already available (“Collateral”). All such Digital Assets are listed on Wallex and in the Wallex Account and are subject to periodic revision.

The value of the Wallex Crypto Credit is determined by the loan-to-value ratio (LTV) indicated on Wallex, subject to periodic revision, and based on the Collateral's value at the time of granting. Wallex dynamically calculates the Collateral's value using margin percentages applied to its market value and an exchange ratio equivalent to the volume-weighted average price of the relevant Digital Assets across major cryptocurrency exchanges.

You shall at all times maintain the necessary Collateral in accordance with the LTV.

Unless prohibited by Applicable Law, this Agreement grants Wallex ownership and all associated rights to the Collateral while the Wallex Crypto Credit is outstanding, allowing Wallex to dispose of it at its discretion. You agree that we may convert, pledge, re-pledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer, dispose of, or use any amount of the Collateral, alone or with other property, for any period, without retaining a like amount or other assets in our possession or control, at our discretion. These actions will be in our name only, and you will have no benefits or liabilities from them.

5. INTEREST

Compound annual interest will begin accruing from the start date of the Wallex Crypto Credit (“Start Date”), at the rate specified when the Wallex Crypto Credit is granted and shown in the Wallex Account and on the Wallex platform. The interest rate is subject to periodic revision at our sole discretion.

Interest will be calculated daily at UTC 00:00 and added to your Wallex Account balance monthly, based on the actual number of days elapsed in a 360-day year.

No periodic repayment of the Interest is required unless the entire Wallex Crypto Credit is repaid. Any accrued Interest will be shown in the Wallex Account.

6. MARGIN CALLS AND LIQUIDATION

If the LTV exceeds certain thresholds indicated on Wallex, you must, upon our request, provide additional Collateral and/or make necessary repayments to rebalance the Wallex Crypto Credit.

If the LTV exceeds the maximum allowed threshold indicated on Wallex, or the Maturity Date is reached, Wallex will close your Wallex Crypto Credit and retain your Collateral to cover all related fees, costs, and expenses. This liquidation will occur without any advance notice.

You acknowledge and agree that due to the volatile nature of the Digital Assets market, it may not be technically feasible for Wallex to notify you before liquidation. You are solely responsible for monitoring market conditions and maintaining your LTV in full compliance with these Terms.

7. TERM

The Wallex Crypto Credit will end after a 1,6,12,18 and 120 month periods term starting from the Start Date (“Maturity Date”), unless terminated earlier in accordance with these Terms. We may also terminate your Wallex Account and your use of the Wallex Service at any time with 1 month's notice. Wallex reserves the right to terminate the Wallex Credit product line without prior written notice.

8. EARLY REPAYMENT, REPAYMENT AND WITHDRAWAL

The Wallex Crypto Credit must be repaid on or before the Maturity Date. Any Wallex Crypto Credit not repaid by the Maturity Date will result in Wallex liquidating your Collateral as per clause 6.

You may repay at any time before the Maturity Date by: (i) transferring the same Digital Assets as the Wallex Crypto Credit granted, or other Digital Assets acceptable to Wallex, into the Wallex Account; (ii) using the Collateral; or (iii) a combination of (i) and (ii).

You must repay the Wallex Crypto Credit immediately if you exceed the LTV Threshold.

Specific rules for repayments may apply from time to time as indicated on Wallex.

All repayments will be applied first to any fees, then to the Interest, and lastly to the principal of the Wallex Crypto Credit.

Once the Wallex Crypto Credit is fully repaid, any remaining Collateral will be transferred back to your Wallex Account.

9. OBLIGATIONS AND WARRANTIES

You hereby declare, warrant, and confirm that:

a. You meet the conditions outlined in clause 3 of this Agreement;

b. You are the sole owner of the Digital Assets used as Collateral;

c. You validly undertake any action or enter into any transaction related to the Agreement;

d. The Digital Assets provided or to be provided as Collateral are not derived from money laundering, terrorist financing, fraud, or any other illegal activity under any Applicable Law in the respective jurisdiction;

e. You have provided Wallex with only complete, accurate, and up-to-date information and documents;

f. You are aware that you are subject to tax regulations in your jurisdiction and are fully responsible for any tax filing, reporting, and payments required by Applicable Law. Wallex is not obligated to compensate you for your tax obligations or advise you on tax issues. Uncertainty in tax legislation related to Digital Assets may expose you to unknown or future tax consequences associated with holding Digital Assets and using our service, for which Wallex is not liable. You shall hold Wallex harmless from any expenses and losses resulting from such uncertainty;

g. You understand that using the Wallex Account and Wallex Crypto Credit is entirely at your own risk.

You hereby undertake to:

h. Use the Wallex Crypto Credit and other Wallex Services in good faith;

i. Not violate any terms of these Terms, the Privacy Policy, the Cookies Policy, or any Applicable Law in any relevant jurisdiction;

j. Not commit, conduct, or perform any misrepresentation, fraud, malicious act, or criminal activities;

k. Not provide false, inaccurate, incomplete, outdated, or misleading information;

l. Not interfere with, intercept, or expropriate our network, system, data, or information;

m. Not transmit or upload any virus or other malicious software, or attempt unauthorized access to other users' accounts, website, network, or systems related to the Wallex Services;

n. Not decompile, reverse engineer, or disassemble any of our programs, systems, or products, or infringe on our Intellectual Property Rights;

o. Not cause or launch any programs or scripts for scraping, indexing, surveying, or data mining any part of our programs, systems, or products, or unduly burdening or hindering the operation of the Wallex Crypto Credit;

p. Keep the data required for using the Wallex Account confidential and unavailable to third parties;

q. Inform Wallex of any changes in the information and documents submitted, particularly contact details, within one day of the change

10. DEFAULT AND INDEMNIFICATION

Event of Default An Event of Default occurs if:

a. You breach any obligations or warranties under these Terms, including any payment obligations (principal, Interest, or otherwise) to Wallex regarding the Wallex Crypto Credit.

b. You breach any other obligation related to your relationship with Wallex, including maintaining acceptable and adequate Digital Assets as Collateral per these Terms.

c. You are unable to pay your debts, enter into debt restructuring agreements with creditors, or are subject to bankruptcy measures or the appointment of a curator, administrator, trustee, or liquidator.

d. It becomes illegal for you to perform your obligations under this Agreement.

e. Wallex cannot contact you using your most recent instructions for correspondence.

f. You exceed the LTV Threshold.

In case of an Event of Default, Wallex can:

a. Terminate the Wallex Crypto Credit and/or this Agreement immediately.

b. Declare any principal amount, Interest, and other amounts due for the Wallex Crypto Credit immediately payable.

c. Realize all or part of the Collateral at its sole discretion, as per the applicable terms.

d. Take any action deemed necessary to protect its interests.

You shall defend, indemnify, and hold Wallex, its affiliates, and their employees, officers, directors, and representatives harmless from any claims, damages, losses, liabilities, costs, and expenses (including attorney’s fees) arising from third-party claims related to these Terms or your use of the Wallex Crypto Credit or any other Wallex Services in violation of these Terms or any Applicable Law.

11. Risk Disclosure

The regulatory status of Digital Assets is uncertain and varies by jurisdiction. Future laws, regulations, policies, or rules may impact or restrict the Wallex Crypto Credit or other Wallex Services. We may have to suspend, discontinue, or change aspects of these services if required by regulators or Applicable Law, potentially freezing your Digital Assets in your Wallex Account until resolved. Wallex is not liable for delays, errors, interruptions, or failures caused by factors beyond our control, including acts of God, governmental actions, telecommunications failures, third-party service disruptions, labor disputes, or other events.

You understand that using the Wallex Account and Wallex Crypto Credit is at your own risk. This section does not cover all risks associated with Digital Assets and the Wallex Services. Carefully consider whether this use suits your financial situation.

12. Limitation of Services / Termination / Account Closure

We or Wallex may terminate, suspend, or limit your use of the Wallex and/or Account at any time without liability under circumstances such as:

a. Breach of these Terms or related conditions.

b. Compliance with Applicable Laws or prevention of criminal activities.

c. Suspected fraudulent or unlawful activities, including money laundering or terrorism financing.

d. Court orders, laws, regulations, or regulatory requirements.

e. Use of the Account deemed detrimental to Wallex.

f. Providing false, inaccurate, incomplete, or misleading information or failing to provide required due diligence information.

g. Remedying information system defects or compromises.

h. Bankruptcy declaration.

i. Death declaration.

If you disagree with these Terms or any changes, you must stop using and close your Wallex Account. You can close your Account at any time by withdrawing your crypto assets.

You will lose access to your Wallex Account if you terminate its use or if Wallex withdraws the service (with two months' notice). No refund of fees will be provided.

13. Data Protection

By using Wallex, you confirm you have read and accepted our Privacy Notice, understanding how we collect, use, disclose, and share your Personal Data with authorized service providers and relevant third parties. For comprehensive details on our data practices, please refer to our Privacy Policy. https://wallex.global/policies

14.Electronic Communications

You accept full responsibility for the security and authenticity of all Instructions and agree to be bound by them. You understand that Instructions and information sent via the Wallex are generally transmitted over the Internet, and you acknowledge that our records will prevail in the event of any dispute related to your use of the Wallex.

15. General Disclaimer

You acknowledge and agree that, before sending your Supported Cryptocurrency, you have verified that the recipient wallet address supports the type of cryptocurrency or token you are sending, is compatible with the token standard, is a valid address, and is the correct recipient address.

16. Limitation of Liability

Notwithstanding any provisions in these Terms, neither party shall be liable to the other for any incidental, special, exemplary, punitive, indirect, or consequential damages, including lost revenue, lost profits, replacement goods, loss of technology, loss of data, or service/equipment interruption or loss, even if advised of the possibility of such damages, arising under contract, tort, strict liability, or otherwise.

Neither we nor our agents or nominees are liable for the management or performance of your Digital Assets (including value reduction) or for any taxes or duties on your Digital Assets.

Except as expressly provided in these Terms and to the extent permitted by law, we disclaim all other representations or warranties, express or implied, including but not limited to warranties of quality, suitability, merchantability, fitness for a particular purpose, or otherwise, of any service or goods provided incidental to the Wallex services.

Our aggregate liability for any loss or damage in connection with the Wallex subscription will not exceed the fees you paid to Wallex for using the services in the 12 months preceding the event giving rise to the claim. These limitations apply to the fullest extent permitted by law.

17. No Investment or Financial Credit Advice

We do not provide investment or financial credit advice. Information provided about currencies, digital payment tokens, prices, and events influencing prices is not investment advice. For investment advice, consult a financial advisor. You are solely responsible for how you use our services and the financial outcomes.

18. Taxes

You are solely responsible for determining whether and to what extent taxes apply to your use of the Wallex and for withholding, collecting, reporting, and remitting the correct amounts to the appropriate tax authorities. We are not obligated to determine whether taxes apply or to calculate, collect, report, or remit taxes from any transaction.

19. Amendment and Variation

These Terms may be updated or amended periodically, and such updates will be posted on the Site. Updates take effect immediately unless otherwise indicated. You should regularly check the Site for changes. We may change, add, or remove any feature or functionality of the Wallex without notice. By continuing to use the Wallex after changes take effect, you accept the updated Terms. If you disagree with any changes, stop using the Wallex and inform Wallex via Intercom.

20. Transfer, Assignment, or Delegation

These Terms, and any rights, obligations, and licences granted, are limited, revocable, non-exclusive, and personal to you and cannot be transferred, assigned, or delegated without our written consent. We may transfer, assign, or delegate these without notice.

21. Severability

If any provision of these Terms is found invalid or unenforceable by a court or administrative body of competent jurisdiction, the invalidity or unenforceability will not affect the other provisions. The remaining provisions will remain in full force and effect, and the invalid provision will be changed and interpreted to accomplish its objectives to the greatest extent possible under applicable laws.

22. Entire Agreement

These Terms constitute the entire agreement between the parties regarding its subject matter and supersede all prior representations, arrangements, understandings, and agreements, whether oral or written, express or implied. Each party acknowledges that it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

23. Waiver

These Terms cannot be waived except by written agreement of all parties. No failure or delay by any party in exercising any right, power, or remedy will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise. Rights, powers, or remedies in these Terms are cumulative and not exclusive.

24. Notices and Communications

By using the Wallex , you agree that we may provide notices or other communications electronically via email or by posting on the Site. For email notices, the date of receipt is the date the notice is transmitted. You can always opt-out of receiving marketing materials.

25. Third-Party Rights

A person who is not a party to these Terms has no right to enforce any of these Terms.

26. Governing Law and Dispute Resolution

If Wallex has to take legal actions towards you, we shall be entitled to do so at our discretion at your country of residence, or country of nationality.

Refer a Friend Program – Terms and Conditions

Last Update 15.10.2024

1. Welcome

1.1 This page sets out the terms and conditions that apply to the Wallex Refer a Friend Program (the "RAF Program").

1.2 Under this Program, the referrer (“Referring Participant”) and the referee (the “Referred User”, and “you” refers to each customer participating in this RAF Program) are both eligible to receive a reward paid in EUR or WLXT for using the Wallex Service.

1.3 By creating an account with Wallex you accept these terms, along with our General Terms and all other relevant terms and conditions. Do not participate in this Program if you do not wish to be bound by these terms.

1.4 Please read these terms and conditions carefully and ensure you understand them before you refer a friend to us. The Referring Participant and the Referred User must accept these before you sign up to the Wallex Service.

1.5 The RAF Program is void where prohibited by law. The RAF Program shall be conducted within the period from 00:00 (UTC) on 19.1.2023 until 23:59 (UTC) on 31.12.2025 (the “Promo Period”).

2. Who we are

2.1 The RAF Program is sponsored, promoted and administered by Wallex as defined in paragraph 3 of the General Terms ("Wallex", "we", "our", or "us").

2.2 Wallex operates a platform that allows users to buy, sell and manage various supported currencies and cryptoassets, as well as to apply for, manage and load money onto a Wallex payment card (collectively, the "Wallex Service").

3. Eligibility

3.1 The RAF Program is open to anyone who has registered with us and set up a profile on the Wallex Service (a "Wallex Profile"). Eligibility for a Wallex profile can be found in the General Terms.

3.2 The Referred User must not already have a Wallex Profile.

4. How to participate in the RAF Program

4.1 Referring Participant can share a unique referral code from within the ‘Referral Program’ Profile settings section of the Wallex Dashboard, through a range of compatible electronic communication channels.

4.2 The Referred User must follow the invite link, register and set up an account with Wallex. If the Referred User does not follow the link, neither Referring Participant nor the Referred User will be eligible to receive a reward.

4.3 The following conditions must be completed for both parties and only the Referring Participant will be eligible to receive the €25 reward payable in EUR or WLXT (the “Crypto Deposit Reward”).

(a) The Referred User has registered their Wallex Account following a referral link, received from Referring Participant; 

(b) The Referred User has completed their Identity Verification on the Wallex Platform; 

(c) The Referred User deposited equivalent in supported Assets of at least €100 into their Wallex Account which is be held for a period of at least 30 (thirty) days as of the deposit date (“the Retention Period”); 

(d) The Referred User made their initial deposit of €100 in supported Assets within 20 (twenty) days following the successful completion of their Identity Verification on the Wallex Platform; 

(e) The Referred User have in their Wallex Account supported assets of at least €100 on the 30th day following the deposit time; 

(f) The Referred User has completed at least 1 (one) eligible card transaction using their Wallex card ; 

(g) Referred Users and Referring Participants must comply with the present Rules, and the terms and conditions of the Wallex General Terms of Services (together referred as to “General Terms”); 

(h) The Referral Bonus shall be paid by Wallex to the eligible Wallex Accounts at the end of the month in which the Retention Period ends;

(i) €100 EUR will be determined by cost at time of the transaction, as opposed to value of Cryptoassets in the Referred User’s account; and  

(j) The balance of €100 referred to in 4.3(c) above should be sent into the Referred User’s Wallex Account only from an external wallet, and Referred User who received internal transfers from other Wallex wallets will not satisfy these terms and condition requirements for participation in the RAF Program. In the event multiple Referring Users have been funded by a single supported address, both Referring Participants and Referred Users may be disqualified from participation in the RAF Program at the sole discretion of Wallex.

4.4 The Referring Participants shall receive an extra referral bonus of €50 payable in EUR or WLXT each time they hit 5 successful Referred Users when the following conditions are be met:

(a) Have an active Wallex Account;

(b) Referrals result in 5 successful Referred Users that have each registered their Wallex Account following a referral link, received from a Referring Participant; and

(c) Satisfaction of above conditions in 4.3 in respect of each Referred User.

4.5 The Crypto Deposit Reward and 5th Friend Bonus Reward (collectively, the "RAF Program Rewards") are subject to the limitations in paragraph 6 below.

5. How will the RAF Program Rewards be paid?

5.1 RAF Program Rewards will be deposited to your Account at the end of the day in which the RAF Program Reward was successfully earned. You may exchange, hold or withdraw your RAF Program Rewards in accordance with our General Terms.

5.2 The RAF Program Rewards may be subject to tax in your jurisdiction. You are responsible for paying any tax due on any RAF Program Rewards that you receive. You should seek professional advice if you are unsure about whether you need to pay any tax and/ or how much tax you need to pay.

6. Important limitations on Referring Participant, and the Referred User's, ability to obtain rewards

6.1 You will not have completed an eligible card transactions if the transaction includes any of the following:

(a) Any cash withdrawals (including ATM transactions and cashback); or

(b) Any money transfers.

6.2 We reserve the right not to pay out any RAF Program Rewards in the following cases:

(a) We are unable to verify your, or the Referred User's, identity in accordance with our General Terms;

(b) We have discontinued the RAF Program and the Referred User has created a Wallex Profile, deposited cryptoassets in accordance with paragraph 4.3 and used their Wallex Card in accordance with paragraph 4 after the date on which the RAF Program was discontinued;

(c) The Referred User has initiated a chargeback in respect of, or otherwise reversed the transactions referred to in paragraph 4; or

(d) We are prohibited from paying you any RAF Program Rewards by applicable law.

6.3 We may also refuse to pay out any RAF Program Rewards if:

(a) We reasonably suspect that the Wallex Profile has been created by the Referred User fraudulently or the Referred User's Wallex Profile is otherwise in breach of our General Terms of Service;

(b) You have breached any provision in these terms and conditions or our General Terms of Service;

(c) You, or the Referred User, have multiple Wallex Profiles;

(d) We reasonably suspect that you have used any pay-per-click or other paid or automated lead generation services to participate in the RAF Program; or

(e) We reasonably suspect that you have sent any unwanted or unauthorised advertising or Programal material or any other form of similar solicitation (spam) in relation to our RAF Program.

6.4 The decision of Wallex in all matters relating to the RAF Program, the RAF Program Rewards and these terms and conditions is final and binding, and no correspondence or discussion will be entered into.

6.5 All RAF Program Rewards due to USA registered customers (US residents or citizens) shall be paid out in X-Points only. Requests for cash substitution, as well as requests for transfer or assignment of bonus to third parties, shall not be allowed nor considered by Wallex.

6.6 Wallex has the right to maintain the integrity of the RAF Program and in any event of fraud or fraud attempt, at its sole discretion, to revoke, deny or withdraw bonus, to block user’s access to particular products, and/or exclude a user from any future Programal offers.

6.7 If a Referring Participant, or the Referred User, initiates a chargeback, all commission payments outstanding will be void in respect of both Referring Participant and the Referred User.

6.8 Wallex reserves the right to recover any payments made to Referring Participant and / or the Referred User.

7. Limitation of Liability

7.1 Wallex reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the RAF Program with or without prior notice due to reasons outside its control (including, without limitation, in the case of anticipated, suspected or actual fraud).

7.2 We may also modify or discontinue the RAF Program on reasonable notice to you. If we discontinue the RAF Program, we will subject to paragraph 6, honour any RAF Program Rewards for which you became eligible prior to 11:59 pm UTC time on the last date of the RAF Program.

7.3 Wallex accepts no responsibility for any loss or damage incurred or suffered by Referring Participant, or the Referred User, as a result of participating in the RAF Program or accepting or using any RAF Program Reward, including (but not limited to) any loss resulting from the following:

(a) Any postponement or cancellation of the RAF Program, or any delay in crediting any RAF Program Rewards to Referring Participant, or the Referred User's, Wallex Profile;

(b) Any alteration, unauthorised access, damage, late delivery or non-delivery of any notices, acceptances, requests or other documents related to the RAF Program;

(c) Any damage to your or any other person's computer relating to or resulting from participation in the RAF Program;

(d) Any act or default of any third-party supplier.

7.4 Nothing in these terms and conditions shall exclude the liability of Wallex for death, personal injury, fraud or fraudulent misrepresentation as a result of its negligence, or any other matter for which the law does not allow us to exclude or limit our liability.

8. Your Personal Details

8.1 Please see our Privacy Policy for more information about how we handle your information.

9. General

9.1 We intend to rely on these terms and conditions as setting out the written terms of our agreement with Referring Participant and the Referred User, for your respective participation in the RAF Program. If part of these terms and conditions cannot be enforced, then the remainder of the terms and conditions will still apply to our relationship.

9.2 If you have any questions about the RAF Program, please email us at supportescalations@Wallexapp.com with "Refer a Friend Program" in the subject line.

9.3 The Referral Program will be governed by English law. The English courts will have exclusive jurisdiction over any dispute arising from or related to your use of the Wallex Service. You agree to raise a complaint with us and follow the steps outlined in Section 21 of the General Terms before any dispute may be raised in a court of law.

Savings - TERMS AND CONDITIONS

Last Update 15.10.2024

1. Welcome

1.1. This page sets out the terms and conditions that apply to the Crypto Savings program and its application to our Service at https://wallex.global/ , our platform accessible via https://client.wallex.global/ , https://app.pro.wallexcustody.com/ , https://app.primewallex.com, and iOS and Google Play apps: Wallex Custody PRO, Wallex Neo, Wallex NeoBanking and SmartCustody.

1.2. By using the Crypto Savings Service, you agree to these terms and conditions.

1.3. These terms, combined with the General Terms and Conditions, and any other documents referred to in these set out the legal agreement between:

You, as the user; and The Wallex company that provides you with services as defined in our General Terms of Service ("Wallex", or "we", "our", or "us").

Capitalised terms defined in the General Terms of Service (the "Terms") have the same meanings when they are used in these Terms.

1.4. Please read these Crypto Savings Terms carefully and make sure you understand and agree to them before creating a Crypto Savings account.

1.5. Crypto Savings Accounts are provided to you by Wallex Asset Management s.r.o. Reg. number: 11774908Reg. address: Rybná 716/24, Staré Město, 110 00 Prague, Czech Republic , provides Saving plans and by opening a Crypto Savings Account and depositing funds in it, you acknowledge that you are transferring your assets to the Custody of Wallex Asset Management s.r.o for the duration of the Crypto Savings Account,

2. Definitions:

2.1. "APY" means annual percentage rate (which is used to calculate projected rewards).

2.2. " Crypto Savings account" means an account to which the deposited funds are held for the specified "lock up" period and are not accessible until the lock up period has completed.

2.3. "Lock up period" means the period of time, specified in days, for which the deposited funds are not accessible for withdrawal and are accruing earnings.

2.4. "On-demand" means a type of Crypto savings account which has no Lock up Period. The funds deposited in this type of Crypto savings account are accruing on the base of the minimum held amount of funds in the account for the previous 24 hours.

2.5. "Deposit Date" means the date on which the Crypto Savings account was opened and the date on which accruing has started.

2.6. "Maturity Date" means the date on which the Crypto Savings account conditions have been completed, interest stops to accrue and the deposited funds are available to be withdrawn.

2.7. "Wallex General Terms of Service" means the Wallex terms.

2.8. "Minimum deposit amount" - Minimum amount of 100,00 EUR equivalent in any Crypto currency, which should be held in the Crypto Savings account in order to earn rewards.

3. Tax

Earnings may be subject to tax in your jurisdiction. You are responsible for paying any tax due on any earnings received. You should seek professional advice if you are unsure about whether you need to pay any tax and/ or how much tax you need to pay. Wallex will not be responsible to you for any amounts you are required to pay in tax or any penalties you face.

4. Changes to Crypto Savings plans

4.1. Changes to Crypto Savings plans may happen at any time without notice to you. Where possible, we'll give you one month's notice before making changes to the Savings plans.

4.2. Changes to the Crypto Savings plans will affect only Crypto savings accounts opened after the date of change.

5. Limitation of Liability

1.1. Wallex reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Crypto Savings accounts with or without prior notice due to reasons outside its control (including, without limitation, in the case of anticipated, suspected or actual fraud).

1.2. We may also modify or discontinue Crypto Savings accounts on reasonable notice to you. If we discontinue Crypto Savings account, we will honour any rewards for which you became eligible prior to 11:59 pm UK time on the last date of the rewards being available.

1.3. Wallex accepts no responsibility for any loss or damage incurred or suffered by you as a result of availing the Crypto Savings program or accepting or using any rewards, including (but not limited to) any loss resulting from the following:

a) any postponement or cancellation of Crypto Savings accounts or any delay in crediting any rewards to your Wallex Profile;

b) any alteration, unauthorised access, damage, late delivery or non-delivery of any notices, acceptances, requests or other documents related to Crypto Savings accounts;

c) any loss of value of the assets held in a Crypto Savings account;

d) any act or default of any third party supplier or any of our Partner Platforms.

1.4. Nothing in these Crypto Savings Terms shall exclude the liability of Wallex for death, personal injury, fraud or fraudulent misrepresentation as a result of its negligence, or any other matter for which the law does not allow us to exclude or limit our liability.

6. Your personal details

Please see our Privacy Policy for more information about how we handle your information.

7. Disclaimers

This product does not constitute a deposit under applicable law;

8. General

8.1. We intend to rely on these Crypto Savings Terms as setting out the written terms of our agreement with you for your availing of the Crypto Savings program. If part of these Crypto Savings Terms cannot be enforced then the remainder of the Crypto Savings Terms will still apply to our relationship.

8.2. If you have any questions about the Crypto Savings program or these Terms & Conditions, please contact us via the Intercom chat.

WALLEX PRIVATE TERMS OF SERVICE

Last Update 09.11.2023

Some functionality, products and services may not be available in your country. Availability can be checked in-app. 

1. Welcome

Welcome to the Wallex General Terms of Service. These terms, combined with our Fees Page, Issuer Terms (where applicable), and any other documents referred to in these terms (collectively, the “Terms”) set out the legal agreement between:

You, as the Wallex user; and

The Wallex company identified in paragraph 3 below (or “we”, “our”, or “us”).

Please read through this document carefully to understand how your account and our services work. If you do not agree to these Terms, do not sign up for or use our services and do not utilize this website. Users in certain regions may have different Terms applicable to them.

2. Our Service

Wallex Private operates a platform accessible through the Wallex Website, which is available on our website https://www.wallex.global that allows you to deposit, buy, sell, transfer and manage supported currencies and digital payment tokens (“DPTs”).

The information provided through the Wallex Service is not intended to be and does not constitute financial advice or any other advice. It is general in nature and not specific to you. It is not an offer to buy or sell or a solicitation of an offer to buy or sell any security, product, service or investment, nor is it a recommendation, endorsement or sponsorship of any security, company or fund.

You should assess carefully whether your financial situation and tolerance for risk is suitable for any transactions you undertake using the Wallex Service, and you are responsible for conducting your own research before carrying out any transactions through the Wallex.

3. Who We Are

Different Wallex companies may provide services depending on the type of product or account.

Wallex Custody Ltd., reg. number: BC1314228, with reg. address: 5307 VICTORIA DRIVE #562, Vancouver, BC V5P 3V6, Canada, registered as a Money Service Business with FINTRAC provides payment services.

Wallex Pay Ltd. reg. number: 1347445-3, with reg. address: 5307 Victoria Drive #839, Vancouver BC V5P 3V6, Canada, registered as a Money Service Business with FINTRAC, provides prepaid payment cards.

Wllx Digital Solutions EOOD, reg. number: 206359769, with reg. address: pl. Positano 1, Sofia, Bulgaria, registered with for provision of services for exchange between virtual currencies and fiat currencies, and of wallet providers that offer custodial services, provides fiat top up service of your account by card.

Wallex Asset Management s.r.o. reg. number: 11774908, with reg. address: Rybná 716/24, Staré Město, 110 00 Praha, Czech Republic provides PRIME, Custody, Vault Services, Crypto Saving (Crypto Only ) and Crypto Loans.

4. Your Wallex Profile

In order to use the Wallex Service, you will need to register using your email, set up an account with a password and verify your identity (your “Wallex Profile”).

We recommend that you use a strong password, with a combination of letters, numbers and special characters, with your Wallex Profile. You must enable 2-factor authentication to access your Wallex Profile.

Please refer to the security section below (in paragraph 9) for more information about the steps you must take to protect your Wallex Profile.

5. Accessing your Wallex Account

Where applicable, our Wallex Profile allows you to access and manage an online Account (your “Wallex Account”) and to view the transactions you make through your Wallex Account.

5.B Cryptoasset and Reward Programmes

Any purchases and sales of cryptoassets that you make through the Wallex Service will be subject to additional terms, which you will find below.

We may, from time to time, offer rewards or other promotional programs, such as the Refer-a-Friend programme. These programs are subject to separate terms which will be communicated to you.

6. Security

It is extremely important for you to keep your Wallex Profile secure at all times. You are responsible for all transactions initiated through your Wallex Profile. Unauthorised use of your Wallex Profile may have serious consequences for you, including financial consequences. Ultimately, it is your responsibility to keep your Wallex Profile secure by engaging in the following practices:

-Using a strong password for your Wallex Profile;

-Keeping your phone safe and ensuring it is password-protected at all times;

-Enabling 2-factor authentication to access your Wallex Profile;

-Keeping your Wallex Card pin and other unique numbers safe and secure;

-Closing the App when you are not using it;

-Logging out of the Wallex website when you are not using it;

-Changing your mobile, card pin and Wallex Account passwords regularly and not sharing these with anyone; and

-Keeping your email account secure at all time.

If you believe your mobile, Wallex Card, or the login details for your Wallex Profile have been lost, stolen, or accessed without authorisation, you must contact us immediately via the Chat on the platform. We will not be responsible for losses incurred due to unauthorised access of your email.

7. Your Wallex Card

You can order a Wallex prepaid payment card (the“Wallex Card”) to use in combination with your Wallex Multicurrency Account. If you have ordered a Wallex Card, you will see a separate card account on your Wallex Profile which will show you the balance and transactions made with your Wallex Card.

You can top up your Wallex Card from any of your fiat or crypto accounts using the applicable functionality on the web dashboard or App . You can then spend the funds on your Wallex Card worldwide. Any fees which may apply to your card, such as maintenance fee or card issuing fee will be deducted from the funds on your Wallex Multicurrency Account.

Your Wallex Card service is provided by Wallex PAY s.r.o. Your use of the Wallex Card is subject to additional terms and conditions that set out the agreement between you and WallexPAY s.r.o. (the “Issuer Terms”). If you decide to order and use a Wallex Card, you must also read and accept the Issuer Terms.

8. Information about You

Keeping your personal data safe is important to us. How we handle your personal data is explained in our Privacy Policy.

9. Eligibility

You must meet the following criteria in order to create a Wallex Profile:

- You must be 18 years of age or older and be resident of a country where Wallex is available.

- You must be an individual and not acting on behalf of a business or third party. If you wish to open a business account with us, please click on the button Business when you sign up.

- You must only open one account with us and not have had a previous account with us that was blocked or closed;

- You must verify your identity with us and pass any other checks we are required to conduct (such as Anti-Money Laundering checks and identity verification procedures).

10. AML/KYC Verification

We take our anti-money laundering (AML) and know your customer (KYC) policies very seriously, and we monitor our platform for suspicious activity. You must comply with all requests to verify your identity, address, and source of funds.

We will require users to provide valid government-issued proof of identity documents and will ask for proof of address documents issued in the last three months.

You will be required to provide us with an up to date Proof of Address document issued in the last three months in order to maintain your account in good standing.

Where we cannot verify your identity or the validity of your documents, you will be refused a Wallex Profile. Where you appear on any governmental or inter-governmental sanctions list, you will be refused a Wallex Profile.

11. Restrictions on using Wallex

You must not use the Wallex Service for any of the following:

- For any illegal purpose, including fraud and money laundering, and for any purpose prohibited by regulation, statute, ordinance, or other governmental or regulatory limitation;

- For any debt-collection purpose;

- To circumvent merchant restrictions or obtain goods or services without paying;

- For commercial speculative trading purposes;

- To manipulate the price of any asset or currency;

- In any manner likely to result in complaints, reversals, chargebacks, fees, fines, penalties, or other liability to Wallex, other users, third parties, or yourself;

- To provide yourself with a cash advance from your credit card, or help others to do so;

- In any manner which results in a negative balance in any currency;

- To burden or overload our infrastructure, facilitate any viruses, malware, malicious code or other form of IT attack or attempt to gain access to our systems and information;

- To interfere with the Wallex Service in any manner;

- To copy or reproduce our content or services in any manner;

- To interfere with our third party providers in any manner;

- To test credit card behaviours;

- To circumvent our policies and procedures;

- For use with any automatic trading, API, crawler scripts, or other methods inconsistent with ordinary use of the Wallex Service;

- For the purpose of crowdfunding, or receiving the proceeds of a crowdfunding campaign;

- To harass our employees, agents, or other users; and

- To trade FX for speculative purposes or FX arbitrage.

- We may, at any time and in our sole discretion, refuse any transfer, purchase, sale, or transfer of an Asset submitted via the Services, impose limits or impose any other conditions or restrictions upon your use of the Services.

- Limits: Your account will be subject to general limits on transactional activity, unless limits are upgraded. Should you wish to know your account limits, you can do so by contacting our team via the chat on the platform.

12. Wallex Remedies

- If you breach these Terms in any manner or we suspect you may have breached these Terms, we may, in our sole discretion, take the following actions:

- Close, suspend, or limit your access to your Wallex Profile, your Wallex Account or your Wallex Card;

- Contact and/or warn third parties in connection with your actions, including other users, your bank or card issuer, law enforcement or regulatory bodies;

- Refuse to complete transactions;

- Fully or partially reverse a transaction or exchange; and

- Pursue legal action against you.

13. Account Closure

You may close your Wallex Profile and Wallex Account at any time with us for any reason by contacting us. However, you may not close your Wallex Profile or Wallex Account while Wallex is conducting an investigation into your use of the Wallex Service, or while you have a remaining balance on your Wallex Account. Even if your Wallex Profile is closed, you will remain liable for any actions taken through your Wallex Profile prior to closure.

Nothing in this paragraph affects any legal rights you may have under the law of the country in which you are resident.

14. Account Suspension and Termination by Wallex

We may end or suspend your use of the Wallex Service without notice to you, at any time, and with immediate effect in the following circumstances:

- Where you have provided us with false or misleading information;

- Where we determine, in our sole discretion, that your use of your Wallex Profile, Wallex Account is, or might potentially be, detrimental or harmful to Wallex in any manner;

- Where you have breached these Terms or engaged in any restricted activity;

- Where we suspect you have breached these Terms or otherwise acted fraudulently, including during the AML/KYC verification process;

- Where we are required to do so to comply with a court order, law, regulation, regulatory decree or ombudsman's orders;

- Where you have been declared bankrupt; and

- Where you have been declared deceased.

- In our sole discretion.

We exclude all liability for any losses incurred where we have suspended an account in accordance with this paragraph. Wallex is not required and may be prohibited by law to provide any further information regarding your account closure or suspension.

If we suspect that you are in breach of these Terms, our Privacy Policy, any other applicable terms to your account or any applicable laws and regulations, you agree that we may suspend your account and freeze any available funds in it, and/or temporarily or permanently restrict your access to some or all of our services.

You agree to waive any rights to claims arising from your account suspension in accordance with this clause.

15. Fiat deposits

You may deposit to your account fiat currencies by instructing a bank transfer in any of the supported fiat currencies and through the supported fiat wire transfer methods only, or via card top up – service which is provided through a third-party licensed payment provider.

1. Our Fiat deposit service is provided by our licensed third-party payment partners ("Payment Service Partners" or “PSP”). By sending us a Fiat deposit, you agree and authorise our Payment Service Partners to handle and process your Fiat deposits and hold your topped-up funds in segregated customer funds account(s) maintained by them as per their applicable laws and regulations. You hereby agree and authorise us to redeem any such funds from our Payment Service Partners on your behalf, and you also agree and authorise our Payment Service Partners to transfer such funds to us, in the event that any relevant agreements that we have with such Payment Service Partners are terminated for any reason.

2. Fiat Deposits are not reversible or refundable, unless we determine, at our discretion, to do so. In addition, we may, at our absolute discretion, reverse, cancel, void or refuse to process any Fiat deposits.

3. Fiat Deposits are subject to our Fees and limits as referenced in the “Settings” section of your profile, which may be updated from time to time. Any fees chargeable by your bank and/or their intermediary banks relating to the Fiat Deposit, including but not limited to any administration or currency conversion fees, intermediary bank processing fees, your bank and recipient bank's processing fees shall be borne by you entirely.

4. Subject to Applicable Law and without prejudicing our rights to claim further damages from you, you shall immediately indemnify us for any loss and damage and expenses arising from any mistaken, erroneous or fraudulent Fiat Deposits (which may include but are not limited to, depositing to a wrong recipient bank account, transactions made from or to a non-Permitted Bank Account or from or to a non-supported payment scheme, or transfers exceeding our prescribed limits) given by you or sent from your account (collectively "Erroneous Deposits"). The erroneous or fraudulent nature of your deposit shall be determined by us based on reasonable evidence. You further agree that if we are required to return any fund to its origin due to any Erroneous Deposits; (i) we are entitled to charge an administration fee; (ii) any fees incurred from such return shall be borne by you entirely; (iii) you shall reimburse us such fees immediately upon our request; and (iv) funds will only be remitted to the bank account from which such funds were originally received.

5. When you choose to top up your fiat account via card, you agree that fiat deposit to your account through card is strictly related to the load of the account. Any conversion of the deposited through card fiat funds or their subsequent purchase will be unrelated to the original card transaction.

16. Digital Asset Transfers

Within your profile, you are able to open digital asset wallets and be assigned a personal cryptocurrency address for deposit of digital assets. You may also transfer, exchange, swap and utilize your digital asset holdings for any of the available services within your profile.

We will process all Digital Asset Transfers in accordance with the instructions provided by you, and we do not check or guarantee the accuracy of the withdrawal address you provide, or the counterparty.

You acknowledge to indemnify us from any liability arising thereof an erroneous transfer of digital assets, such as but not limited to, transfer of an asset from a wrong blockchain, transfer to an incorrect address, transfer of unsupported asset.

You hereby agree that you may receive and transfer digital assets to counterparties which are not subject to any sanctions, and are not involved in any prohibited business sphere as per those Terms & Conditions, and are not for any illegal purpose. You agree to bear the full responsibility in the case of transfers made in breach of this clause.

17. Risks of Digital Assets

17.1. Kindly be aware that there are inherent risks associated with transactions involving Digital Assets. When a transaction is submitted to a blockchain network, it remains unconfirmed for a certain duration until the blockchain network provides sufficient confirmation. During this pending state, the transaction is not considered complete. If any transfers of Digital Assets to or from external wallet addresses are in a pending state, they will be identified as such, and the respective Digital Asset will not be included in your Digital Asset Wallet or accessible for conducting transactions.

17.2. During the transfer of Digital Assets, there is an inherent risk that these assets may be lost if the community supporting the transfer or the issuers/managers of the Digital Assets collapse, fail, or go bankrupt. In such situations, if your Digital Assets are in a pending state of transfer, they could potentially lose substantial value or be completely lost.

17.3. The risk of loss in holding Digital Assets can be substantial. You should therefore carefully consider whether holding Digital Assets is suitable for you in light of your financial situation. In considering whether to hold Digital Assets, you should be aware that the price or value of Digital Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. If you use any of our Services which allow you and/or third parties to access and hold Digital Asset private keys, you acknowledge that we are not responsible for safeguarding such keys and that we are not responsible for any loss of Digital Assets resulting from theft, loss, or mishandling of Digital Asset private keys outside our control.

17.4.

We bear no responsibility for the Digital Assets market and do not provide any guarantees or assurances regarding the actual or perceived value of Digital Assets in relation to any quoted currency. While we may offer historical and/or real-time data on Digital Asset prices, including graphs illustrating price fluctuations within the Application or your profile, such information is solely intended for reference purposes. We do not assert the quality, suitability, truthfulness, usefulness, accuracy, or comprehensiveness of such data or graphs, and you should not rely on them for any purpose whatsoever. You acknowledge that the value of Digital Assets can be highly volatile, and you agree that we cannot be held accountable or liable for any losses you may incur as a result of holding or trading Digital Assets, even in the event of delays, suspensions, or interruptions in our Service for any reason.

18. Notice and Communications

We will get in touch with you through the Wallex Service or the email address you provide on your Wallex Profile.

You are required to keep this updated with an email address you check regularly.

We may contact you as well on your mobile phone number provided in your profile.

Where you contact us through the chat on the platform with regards to your account, you are required to do so after logging in to your profile, for security purposes, or otherwise our team is entitled to refuse to provide you with assistance, unless the case relates to profile access issue.

You should also check your transaction history regularly and let us know of any errors or unauthorised transactions.

Any communications will be made in English.

19. Customer Support

If you need any help or want to make a comment or complaint, please contact our customer service via the intercom chat. We aim to resolve all enquiries typically within 1-2 business days, and for a period of maximum two weeks.

Copies of these Terms are available upon request and on our Website.

20. Unresolved Complaints

Please give us the opportunity to resolve your complaint. We will respond to any complaints within 15 business days of receiving your complaint, except in exceptional circumstances beyond our control. In any event, we will respond to your complaint within 35 business days of receiving your complaint.

If we have not been able to resolve your complaint to your satisfaction, you may take your complaint to the relevant institution.

21. Intellectual Property

All intellectual property rights in the Wallex Service, and all content and logos are owned by or licensed to Wallex. You may not copy, imitate, or use any of this intellectual property without our prior written consent. Nothing in these Terms grants you any intellectual property rights in the Wallex Service, other than the right to use the Wallex Service, and to download our mobile application on your device in order to access the Wallex Service, in accordance with these Terms.

Your right to use the Wallex Service is personal to you and you are not allowed to give this right to any other person. Your right to use the Wallex Service does not stop us from giving other people the right to use the Wallex Service.

22. Amendments to These Terms

We may make changes to our Terms and policies from time to time. If you do not agree to the changes, you must stop using our services before the planned commencement date of the new changes. Continuing to use the Wallex Service means that you accept our new changes.

Certain changes may occur immediately and without notice. This may happen when we are required to make changes by law, or where we make minor changes to these Terms that do not impact your rights and remedies or our obligations. When such changes occur, we will notify you as soon as reasonably practicable.

23. Our responsibility to you

The Wallex Service allows you to purchase services and products, and provides you with content and information that are owned or developed by third parties, or that operate on or are supported by third party networks. As we do not have any control over these services or products that you purchase, or content you view using the Wallex Service, we are not responsible for them in any way.

While we do our best to ensure that the features and functionalities of the Wallex Service are of a reasonably satisfactory standard and are available to you all of the time, certain features may rely on networks and connections that are beyond our control. Due to the nature of the Internet and technology, the Wallex Service is therefore provided on an “as is” and “as available” basis. As such, we cannot guarantee that the Wallex Service won't be interrupted, or that you will not experience delays, failures or errors when using the Wallex Service.

We also give no guarantee as to the fitness for purpose of the Wallex Service for your specific needs. To the extent we are able to do so, we exclude any commitments that may be implied by law. For any claim, our responsibility to you will be limited to any amounts you have paid us in the 12 months preceding your claim. If you have not paid us anything, we shall not be responsible to you for any claim arising out of the provision of the Wallex Service.

In every case, we will never be responsible for any loss or damage that is not reasonably foreseeable, or that is caused by a failure by you to comply with these Terms.

24. Our Right to Set-Off

Sometimes we might be entitled to be compensated by you, for instance due to a technical error in your favour, when you have a negative balance on your account, or when you use the Wallex Service in such a way that violates the Terms. In such cases, we shall be entitled to recover any sum due to us by retaining some or all of your available funds or balances that you have stored in your Wallex Account or DPTs you have bought through the Wallex Service, regardless of what currency or DPTs those balances are held in.

Where necessary, we will convert currencies and DPTs at the applicable exchange rate.

25. Your responsibilities

You are responsible for:

All charges and other amounts incurred through your use of the Wallex Service at any time, including any amounts outstanding after you stop using the Wallex Service or if we suspend or cancel your Wallex Profile; and

Complying with any and all laws, rules and regulations of your jurisdiction that may apply to you in connection with your use of the Wallex Service, including but not limited to activities of import and export, taxes or foreign currency transactions. We will not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.

You are also responsible for keeping a copy of any information you upload to the Wallex Service or that is accessible through your Wallex Profile. We will not offer you compensation for any losses you might suffer as a result of any information that you access on the Wallex Service being deleted, or your access to such information being terminated or suspended if you or we terminate or suspend your use of the Wallex Service.

26. Apple App Store Provisions

This paragraph applies where the App has been acquired from the Apple App Store. You acknowledge and agree that the Terms are solely between you and Wallex, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to Wallex as provider of the App.

You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to Wallex as provider of the software.

You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, Wallex, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

You represent and warrant that (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You and Wallex acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Terms of Service as relates to your license of the App, and that, upon your acceptance of the terms and conditions of the Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service as relates to your license of the App against you as a third-party beneficiary thereof.

27. Downloading Our App from other App Stores

Where you download our App from any other app store or distribution platform other than the Apple App Store, including the Google Play Store (the “Distribution Platform”) you agree that: (a) the Terms are between you and Wallex, and not with the provider of the Distribution Platform (“Store Provider”); (b) your use of the App must comply with the Store Provider's then-current Distribution Platform Terms of Service; (c) the Store Provider is only a provider of the Distribution Platform where you obtained the App; (d) Wallex, and not the Store Provider, is solely responsible for the App;< (e) the Store Provider has no obligation or liability to you with respect to the App or the Terms; and (f) you acknowledge and agree that the Store Provider is a third-party beneficiary to the Terms as it relates to the App.

28. Card Issuer T&C

Your Card is issued by a licensed third party provider. Your use of the Card is subject to the following terms and conditions that set out the agreement between you and the card Issuer (the “Issuer Terms”). If you decide to order and use a Card, you must also read and accept the Issuer Terms.

These terms and conditions apply to your Profile, your use of the Service, and your Visa prepaid card (the “Card”). Please read them carefully.

By ordering a Card you agree to be bound by these Terms and you should therefore read them carefully.

The Card is a physical or virtual Visa prepaid card which can be used wherever Visa is accepted. The Card can be used for both instore and online purchases, as well as to withdraw cash from automated cash machines.

Your Card supports Euro currency. You will need to load the card via your profile before you can make purchases or withdrawals.

Your Card is funded directly by funds held on your Profile. Once loaded, funds are held on your Card. These funds do not earn interest and are not bank deposits.

Your Card is not a credit line and does make credit available to you. You must have sufficient funds of your own loaded onto your Card to cover any purchase or withdrawal.

• Eligibility

You must be at least 18 years old and a UK or EEA resident /in exception of the EEA outermost regions/ to apply for and use a Card. You must also have already created a Profile and accepted our Terms, as well as verified your identity with us.

• Activating your Card

When you first receive your Card, you must sign the back of the card as indicated.

• Loading funds onto your Card

Your Card has to be loaded by funds held on your Profile. Once you top up your card with funds, they are not available to be used in your profile or reversed via your profile. Fees apply according to the Fee Schedule.

If your card is lost/stolen and there is balance in it, you should contact our support team in order to reverse the balance. Please, note the minimum amount for balance reversal is 100 Eur, fees apply.

• PIN number

PIN number is visible at the time of card activation via your profile, and only you can see it. Please, make a note of it. PIN number cannot be changed.

• Fees and limits

You can check the Fees applying to your card usage in your Profile, section Settings.

Make sure you have enough funds to cover both the value of any purchases or withdrawals and fees associated with the transaction, or your transaction may be declined.

You are responsible for any third-party fees you incur as a result of using your Card, for instance, fees you may incur from international or foreign currency ATM withdrawals.

• Using your Card

Only you are authorised to use your Card. You can use your Card to spend or withdraw funds you have loaded onto the Card. Your Card can be used anywhere Visa is accepted. We is not liable for any charges or losses where you use your Card where Visa is not accepted.

A Card transaction is authorised when you:

a. enter your PIN or provide any other security code;

b. sign a sales voucher;

c. provide your Card details and/or any other details as requested; or

d. wave, tap or swipe the Card over a card reader.

Only funds loaded onto your Visa prepaid Card can be spent. The Card does not offer any form of credit line to you. If you attempt to transact or withdraw using the Card and do not have sufficient funds loaded onto your Card, the transaction or withdrawal may be declined.

In some cases, you may incur a delayed charged, such as when using public transport. You are liable for all charges made with your Card. In the rare event that you incur a negative balance on your Card because you do not have sufficient funds to cover delayed transactions, you will be fully liable to us to cover the amount of any negative balances plus any applicable fees, charges and costs incurred by us in attempting to recover the required amount from you.

At all times, we'll show your Card balance on your Profile, which will be updated regularly to reflect purchases and withdrawals you make with the Card.

• Statements

Statements are available to be downloaded directly from your Profile.

• Errors, transaction disputes and unauthorised transactions

Ensure that you retain all records and receipts of transactions you make with your Card. You can check all of your transaction details at any time on your Profile.

If you don't notify us of any errors, disputes, and unauthorised transactions within 13 months of a transaction or withdrawal, we'll assume them to be true. To notify us, contact our support team and we'll get back to you. We'll do our best to resolve the issue as soon as possible. We'll solely decide whether an issue is attributable to us, the Card Issuer, or our third-party service providers. Where we, the Card Issuer, or our third-party service providers are not at fault, we will have no liability to you.

Where payee details provided by you are incorrect, we are not liable for non-execution or defective execution of the payment transaction, but we will make reasonable efforts to recover the funds involved in the payment transaction and notify you of the outcome.

We can return money paid to your payment instrument by mistake, however, if you don't think a payment made to you from a payment service provider in the EEA was a mistake, we may also be allowed to share your personal information with the paying payment service provider so that you can be contacted directly. This is because we are required to cooperate with other payment service providers and share all relevant information in order to assist with tracing money which is sent to the wrong person.

If you give us the wrong details for a payment or you tell us about an incorrect payment more than 13 months after it was made, we won't give you a refund but we'll try and trace it for you. We may charge you a reasonable fee to cover our costs in doing this.

• Refunds

Ensure that you authorise transactions and withdrawals which you are sure you want to make, as you cannot stop or reverse a payment or withdrawal. If you want to receive a refund for a purchase, you will need to contact the merchant you paid directly to request a refund. If the merchant decides to issue a refund to you, the merchant must issue a valid refund voucher to us in order for us to credit the refund to your Card.

Any dispute you have with a merchant over goods or services you purchased with your Card must be taken up directly with the merchant. Any dispute you have with the services provided by an ATM must be taken up with the ATM operator.

We may, but is not required, to file a formal dispute with a merchant on your behalf, after you have attempted to contact them. In these circumstances, you must provide us with all relevant and correct information concerning the dispute.

Refunds will be credited to your Card corresponding to the currency used to issue the refund. If this currency is not supported by your Card, the refund will be converted at applicable exchange rates and fees.

• Security

You must keep your Card and security credentials safe and not let anyone else know or use them. You must keep your security information secret at all times; never disclose your PIN or security information to anyone and do not store details of your PIN with your Card. Security information includes your login and password details used to access your account or any other website where your Card or account details are stored. We also recommend that you check the balance on your Card regularly on your Profile.

We will not be held liable where you fail to keep your Card secure.

• Limitations on your Card.

You cannot use your Card to:

a. Make purchases with merchants who do not accept the Card;

b. Make withdrawals with ATM operators who do not accept the Card;

c. Violate any laws applicable to you or us;

d. Violate our Terms, including the list of Prohibited Countries;

e. for money laundering or terrorist financing purposes; and

f. Transfer funds to a third party which does not relate to an underlying transaction for goods or services.

• Blocked transactions

We may refuse to pay a transaction:

a. if we are concerned about the security of your Card or account or we suspect your Card or account is being used in an unauthorised or fraudulent manner;

b. if sufficient funds are not paid into your account at the time of a transaction to cover the amount of the transaction and any applicable fees;

c. if there is a negative balance on your account;

d. if we have reasonable grounds to believe that you are not using your Card or account in accordance with these Issuer Terms;

e. if we believe that a transaction is potentially suspicious or illegal (for example, if we believe that a transaction is being made fraudulently); or

f. because of errors, failures (whether mechanical or otherwise) or refusal to process a transaction by merchants, payment processors or payment schemes.

If we refuse a transaction, we will tell you why, if we can, unless it would be unlawful for us to do so. You may correct any information we hold and which may have caused us to refuse a transaction by contacting customer support.

• Ordering a Replacement Card

To order a replacement Card if your Card is lost or stolen, contact Customer Support. Fees may apply.

• Expiration

Your Card will be valid until the expiry date stated on the Card. After it expires, you will no longer be able to transact using the Card.

If we're unable to contact you based on our records of your contact information six (6) months or more after the expiry date of your Card, we will hold the remaining balance(s) on your Card. Contact customer support to retrieve any funds on your Card.

• Stolen or lost Cards

If you lose your Card or it is stolen, or you suspect that someone else has found out your PIN or security information or accessed your account without your permission, you must tell us immediately by contacting customer support and block the card immediately via your profile. Your Card will be cancelled immediately, and your account may be blocked. If, after reporting a lost Card, you subsequently find the Card you should contact our support team to request reactivation.

• Account closure by us

We may cancel your Card and this agreement by giving you at least 1 month notice.

We may also cancel your Card immediately if we:

a. suspect unauthorised or fraudulent use of your Card;

b. have any other security concerns;

c. need to close your account in accordance with these T&C; or

d. need to do so to comply with the law.

We may also deny access to your Card and/or account where we consider it to be at risk of money laundering or terrorism financing, fraud or other criminal activity. If we need to take these actions and where possible, we will give reasons for doing so except where restricted by law. In these circumstances, you must tell us what you want us to do with any unused funds.

• Your responsibility

You are responsible for:

a. All charges and other amounts incurred through your use of the Card at any time, including any amounts outstanding after you stop using the Card or if we suspend or cancel your Card; and

b. Complying with any and all laws, rules and regulations of your jurisdiction that may apply to you in connection with your use of the Card, including but not limited to, activities of import and export, taxes or foreign currency transactions. We will not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.

It is extremely important to keep your Card and Profile information safe and secure, as well as your email address and devices you may use to access your Profile. You will be responsible for limiting access to your Card and keeping your Profile secure.

• Our responsibility

If we incorrectly deduct funds from your account, we will refund them. If we subsequently establish that the refunded amount had in fact been correctly deducted, we may deduct it from your available balance and may charge you a fee. If you do not have sufficient available balance, you must repay us the amount immediately on demand. If unauthorised transactions occur after you have notified us of the loss, theft, compromise or unauthorised use of your Card or account, and you have not acted fraudulently or in breach of these Terms and Conditions, then we will be liable. We will not be liable to you in connection with or arising from your use of or inability to use your Card as a result or in connection with any of the following:

a. failed, missed, delayed, or fraudulent transactions, payment transmission errors, or any other issues related to payment or the processing, loading and/or transfer of money between you and the Card Issuer as the loading channel;

b. the Card Issuer's failure to convey any notice, instructions or communications to us or other third parties on your behalf, accurately, in a timely manner or at all;

c. any unauthorised access to, disclosure of, wrongful or fraudulent use of your Card(s), Profile, Service, personal data, PIN and password to the extent not attributable to any acts or omissions on part of us;

d. any error, negligence, wilful default, misconduct, fraud, act, omission, breach or failure of, or contravention of applicable laws by, any other party (including you and the Card Issuer);

e. any refusal by a merchant to accept your Card

f. for any interruption, disruption or impairment of our service or any third-party services on which we rely for the performance of our obligations hereunder; for refusing to authorise a transaction;

g. for cancelling or suspending use of your Card;

h. for any loss arising from your inability to use your Card or access your account due to interruptions;

i. for any direct or indirect loss or damage you may suffer including loss of revenue, loss of reputation, goodwill, opportunity or anticipated savings as a result of your total or partial use or inability to use your Card;

j. for the quality, safety, legality or any other aspect of any goods or services purchased with your Card; and

k. any abnormal and unforeseeable circumstances beyond our control, however so caused.

• Card Interruption

From time to time, your ability to use your Card or account may be interrupted. If this happens, you may be unable to use your Card. In addition, like other payment cards, we cannot guarantee a merchant will accept your Card, or that we will necessarily authorise any particular transaction. This may be because of a system problem, something outside our reasonable control, to comply with legal and regulatory requirements, or because we have suspended, restricted or cancelled your account or refused to replace it in accordance with these Issuer Terms.

• Contacting you in an emergency

We may need to contact you urgently if we suspect or find fraudulent activity has occurred on your account (provided we are not prohibited from doing so by law) or if we suffer a security threat. To do so, we may (for example) send you a text message instead of calling or emailing you, if we think this is the quickest way to contact you. When we contact you, we will also give you information on how you can minimise any risk to your payment instrument depending on the nature of the security threat.

We will use the same contact details which you have already provided us with when contacting you. You must inform us immediately if your personal details or contact information change.

• Complaints

If you need any help or want to make a comment or complaint, please contact our customer service. We aim to resolve all enquiries within 30 calendar days.

Please give us the opportunity to resolve your complaint. We will respond to any complaints within 15 business days of receiving your complaint, except in exceptional circumstances beyond our control. In any event, we will respond to your complaint within 35 business days of receiving your compliant.

• Personal Information (include change of info)

Keeping your personal data safe is important to us. How we handle your personal data is explained in our Privacy Policy.

If your details such as name, address, email address, and telephone or mobile number change, let us know immediately.

• Changes to these Issuer Terms

We may make changes to our Issuer Terms from time to time. If you do not agree to the changes, you must stop using the Card before the planned commencement date of the new changes. Continuing use of the Card means that you accept our new changes. Certain changes may occur immediately and without notice. This may happen when we are required to make changes by law, or where we make minor changes to these Issuer Terms that do not impact your rights and remedies or our obligations.

• Assignment

If we consider it to be operationally necessary, we may at any time assign or transfer the rights and novate the obligations to another entity without your consent. If that happens, from the effective date of the transfer, these Issuer Terms will be an agreement between you and the successor entity and that entity will assume our rights and obligations as if it were itself a party to these Issuer Terms. Your rights and obligations under these Issuer Terms will remain the same and we will notify you as soon as reasonably practicable.

• Governing law and dispute resolution

English law will apply to all disputes and the interpretation of these Terms. The English courts will have non-exclusive jurisdiction over any dispute arising from or related to your use of the Card. This does not affect your rights under the law of the country in which you are resident, including (where applicable) your right to have a dispute in relation to your use of the Card heard in the courts of that country.

• Other miscellaneous items

No third-party rights are created in these Issuer Terms. Only you, as the holder of the Wirex Profile will have any rights to enforce these Terms. You cannot assign or transfer any of your rights under these Issuer Terms to someone else.

Where we do not enforce our rights under these Issuer Terms, we do not waive our rights. We may transfer or assign our rights under these Issuer Terms at any time.

Unless stated otherwise in these Issuer Terms, if any provision of these Issuer Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the extent possible.

29. Accessing a Deceased's Account

In the event that you need to access a deceased's Wallex Profile, please contact us. We may ask you for supporting documentation, such as a death certificate, probate documents, or other documents proving you have the right to administer the deceased's estate.

30. No Investment Advice

We do not provide any type of investment advice. We may provide information concerning types of currencies and DPTs, prices, and events that may have influenced prices, all of which should not be considered investment advice. If you require investment advice you should contact a financial advisor. You are solely responsible for how you use our services and the financial results of your actions.

31. Governing Law and Dispute Resolution

In the event that Wallex has to take legal actions towards you, we shall be entitled to do so at our discretion at your country of residence, or country of nationality.

32. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE TERMS, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

33. Limitation of Liability

EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL WALLEX, OUR DIRECTORS AND EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE WALLEX MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM WALLEX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WALLEX'S RECORDS, PROGRAMS OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WALLEX (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO WALLEXFOR THE APPLICABLE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

34. Indemnity

You agree to defend, indemnify and hold harmless Wallex (and each of our officers, directors, members, employees and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

35. Force Majeure Events.

Wallex shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond Payward's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Payward's reasonable control (each, a "Force Majeure Event").

36. Miscellaneous

No third-party rights are created in these Terms. Only you, as the holder of the Wallex Profile will have any rights to enforce these Terms. You cannot assign or transfer any of your rights under these Terms to someone else.

Where we do not enforce our rights under these Terms, we do not waive our rights. We may transfer or assign our rights under these Terms at any time.

Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the extent possible.

Prohibited Articles and Transactions means:

(1) drug paraphernalia or narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (2) stolen goods including digital and virtual goods or which encourage, promote, facilitate or instruct others to engage in illegal activity (3) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime, (4) items that are considered obscene, (5) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Laws, (6) ammunition, firearms, certain firearm parts or accessories, or certain weapons or knives regulated or prohibited under Applicable Laws; (7) are associated with purchases of annuities or lottery contracts, lay-away systems, offshore banking or transactions to finance or refinance debts funded by a credit card, (8) are for the sale of certain items before the seller has control or possession of the item, (9) are by payment processors to collect payments on behalf of merchants, (10) are associated with the sale of traveller's checks, money orders, money transfers, MoneySend Intracountry, MoneySend Intercountry or MoneySend Funding, (11) involve certain credit or debt settlement services, credit transactions or insurance activities, (12) involve offering or receiving payments for the purpose of bribery or corruption; (13) involve gambling activities; (14) any automated fuel dispenser transactions (15) are associated with direct marketing services, (16) massage parlours, (17) timeshares; (18) chemicals and allied products not elsewhere classified, (19) Adult Content, (20) Charities, (21) Defence/Military, (22) Ponzi Pyramid Schemes, (23) Precious Metals, (24) Weapons, or (25) Shell Banks.

Prohibited Countries means any of the following:

Afghanistan, Belarus, Burma, Burundi, North Korea, Democratic Republic of Congo, Eritrea, Libya, Somalia, South Sudan, Venezuela, Zimbabwe, Sudan, Yemen, Iraq, Iran, Cuba, Syria, Mali, Central African Republic, Guinea-Bissau, Russia, Ukraine, Lebanon or any other country which (or with any other persons who) is sanctioned by the United Nations Security Council, or under applicable laws of your country of residence.

WALLEX SMARTCUSTODY TERMS OF SERVICE

Last Update 09.11.2023

Some functionality, products and services may not be available in your country. Availability can be checked in-app. 

1. Welcome

Welcome to the Wallex General Terms of Service. These terms, combined with our Fees Page, Issuer Terms (where applicable), and any other documents referred to in these terms (collectively, the “Terms”) set out the legal agreement between:

You, as the Wallex user; and

The Wallex company identified in paragraph 3 below (or “we”, “our”, or “us”).

Please read through this document carefully to understand how your account and our services work. If you do not agree to these Terms, do not sign up for or use our services and do not utilize this website. Users in certain regions may have different Terms applicable to them.

2. Our Service

Wallex SMARTCUSTODY operates a platform accessible through the Wallex Website and mobile applications, which is available on your device (the “App”), and through our website https://www.wallex.global that allows you to deposit, buy, sell, transfer and manage supported currencies and digital payment tokens (“DPTs”).

The information provided through the Wallex Service is not intended to be and does not constitute financial advice or any other advice. It is general in nature and not specific to you. It is not an offer to buy or sell or a solicitation of an offer to buy or sell any security, product, service or investment, nor is it a recommendation, endorsement or sponsorship of any security, company or fund.

You should assess carefully whether your financial situation and tolerance for risk is suitable for any transactions you undertake using the Wallex Service, and you are responsible for conducting your own research before carrying out any transactions through the Wallex.

3. Who We Are

Different Wallex companies may provide services depending on the type of product or account.

Wallex Pay Ltd. reg. number: 1347445-3, with reg. address: 5307 Victoria Drive #839, Vancouver BC V5P 3V6, Canada, registered as a Money Service Business with FINTRAC, provides prepaid payment cards.

Wllx Digital Solutions EOOD, reg. number: 206359769, with reg. address: pl. Positano 1, Sofia, Bulgaria, registered with for provision of services for exchange between virtual currencies and fiat currencies, and of wallet providers that offer custodial services, provides fiat top up service of your account by card.

Wallex Asset Management s.r.o. reg. number: 11774908, with reg. address: Rybná 716/24, Staré Město, 110 00 Praha, Czech Republic provides PRIME, Custody, Vault Services, Crypto Saving (Crypto Only ) and Crypto Loans.

4. Your Wallex Profile

In order to use the Wallex Service, you will need to register using your email, set up an account with a password and verify your identity (your “Wallex Profile”).

We recommend that you use a strong password, with a combination of letters, numbers and special characters, with your Wallex Profile. You must enable 2-factor authentication to access your Wallex Profile.

Please refer to the security section below (in paragraph 9) for more information about the steps you must take to protect your Wallex Profile.

5. Accessing your Wallex Account

Where applicable, our Wallex Profile allows you to access and manage an online Account (your “Wallex Account”) and to view the transactions you make through your Wallex Account.

5.B Cryptoasset and Reward Programmes

Any purchases and sales of cryptoassets that you make through the Wallex Service will be subject to additional terms, which you will find below.

We may, from time to time, offer rewards or other promotional programs, such as the Refer-a-Friend programme. These programs are subject to separate terms which will be communicated to you.

6. Security

It is extremely important for you to keep your Wallex Profile secure at all times. You are responsible for all transactions initiated through your Wallex Profile. Unauthorised use of your Wallex Profile may have serious consequences for you, including financial consequences. Ultimately, it is your responsibility to keep your Wallex Profile secure by engaging in the following practices:

-Using a strong password for your Wallex Profile;

-Keeping your phone safe and ensuring it is password-protected at all times;

-Enabling 2-factor authentication to access your Wallex Profile;

-Keeping your Wallex Card pin and other unique numbers safe and secure;

-Closing the App when you are not using it;

-Logging out of the Wallex website when you are not using it;

-Changing your mobile, card pin and Wallex Account passwords regularly and not sharing these with anyone; and

-Keeping your email account secure at all time.

If you believe your mobile, Wallex Card, or the login details for your Wallex Profile have been lost, stolen, or accessed without authorisation, you must contact us immediately via the Chat on the platform. We will not be responsible for losses incurred due to unauthorised access of your email.

7. Your Wallex Card

You can order a Wallex prepaid payment card (the“Wallex Card”) to use in combination with your Wallex Multicurrency Account. If you have ordered a Wallex Card, you will see a separate card account on your Wallex Profile which will show you the balance and transactions made with your Wallex Card.

You can top up your Wallex Card from any of your fiat or crypto accounts using the applicable functionality on the web dashboard or App . You can then spend the funds on your Wallex Card worldwide. Any fees which may apply to your card, such as maintenance fee or card issuing fee will be deducted from the funds on your Wallex Multicurrency Account.

Your Wallex Card service is provided by Wallex PAY s.r.o. Your use of the Wallex Card is subject to additional terms and conditions that set out the agreement between you and WallexPAY s.r.o. (the “Issuer Terms”). If you decide to order and use a Wallex Card, you must also read and accept the Issuer Terms.

8. Information about You

Keeping your personal data safe is important to us. How we handle your personal data is explained in our Privacy Policy.

9. Eligibility

You must meet the following criteria in order to create a Wallex Profile:

- You must be 18 years of age or older and be resident of a country where Wallex is available.

- You must be an individual and not acting on behalf of a business or third party. If you wish to open a business account with us, please click on the button Business when you sign up.

- You must only open one account with us and not have had a previous account with us that was blocked or closed;

- You must verify your identity with us and pass any other checks we are required to conduct (such as Anti-Money Laundering checks and identity verification procedures).

10. AML/KYC Verification

We take our anti-money laundering (AML) and know your customer (KYC) policies very seriously, and we monitor our platform for suspicious activity. You must comply with all requests to verify your identity, address, and source of funds.

We will require users to provide valid government-issued proof of identity documents and will ask for proof of address documents issued in the last three months.

You will be required to provide us with an up to date Proof of Address document issued in the last three months in order to maintain your account in good standing.

Where we cannot verify your identity or the validity of your documents, you will be refused a Wallex Profile. Where you appear on any governmental or inter-governmental sanctions list, you will be refused a Wallex Profile.

11. Restrictions on using Wallex

You must not use the Wallex Service for any of the following:

- For any illegal purpose, including fraud and money laundering, and for any purpose prohibited by regulation, statute, ordinance, or other governmental or regulatory limitation;

- For any debt-collection purpose;

- To circumvent merchant restrictions or obtain goods or services without paying;

- For commercial speculative trading purposes;

- To manipulate the price of any asset or currency;

- In any manner likely to result in complaints, reversals, chargebacks, fees, fines, penalties, or other liability to Wallex, other users, third parties, or yourself;

- To provide yourself with a cash advance from your credit card, or help others to do so;

- In any manner which results in a negative balance in any currency;

- To burden or overload our infrastructure, facilitate any viruses, malware, malicious code or other form of IT attack or attempt to gain access to our systems and information;

- To interfere with the Wallex Service in any manner;

- To copy or reproduce our content or services in any manner;

- To interfere with our third party providers in any manner;

- To test credit card behaviours;

- To circumvent our policies and procedures;

- For use with any automatic trading, API, crawler scripts, or other methods inconsistent with ordinary use of the Wallex Service;

- For the purpose of crowdfunding, or receiving the proceeds of a crowdfunding campaign;

- To harass our employees, agents, or other users; and

- To trade FX for speculative purposes or FX arbitrage.

- We may, at any time and in our sole discretion, refuse any transfer, purchase, sale, or transfer of an Asset submitted via the Services, impose limits or impose any other conditions or restrictions upon your use of the Services.

- Limits: Your account will be subject to general limits on transactional activity, unless limits are upgraded. Should you wish to know your account limits, you can do so by contacting our team via the chat on the platform.

12. Wallex Remedies

- If you breach these Terms in any manner or we suspect you may have breached these Terms, we may, in our sole discretion, take the following actions:

- Close, suspend, or limit your access to your Wallex Profile, your Wallex Account or your Wallex Card;

- Contact and/or warn third parties in connection with your actions, including other users, your bank or card issuer, law enforcement or regulatory bodies;

- Refuse to complete transactions;

- Fully or partially reverse a transaction or exchange; and

- Pursue legal action against you.

13. Account Closure

You may close your Wallex Profile and Wallex Account at any time with us for any reason by contacting us. However, you may not close your Wallex Profile or Wallex Account while Wallex is conducting an investigation into your use of the Wallex Service, or while you have a remaining balance on your Wallex Account. Even if your Wallex Profile is closed, you will remain liable for any actions taken through your Wallex Profile prior to closure.

Nothing in this paragraph affects any legal rights you may have under the law of the country in which you are resident.

14. Account Suspension and Termination by Wallex

We may end or suspend your use of the Wallex Service without notice to you, at any time, and with immediate effect in the following circumstances:

- Where you have provided us with false or misleading information;

- Where we determine, in our sole discretion, that your use of your Wallex Profile, Wallex Account is, or might potentially be, detrimental or harmful to Wallex in any manner;

- Where you have breached these Terms or engaged in any restricted activity;

- Where we suspect you have breached these Terms or otherwise acted fraudulently, including during the AML/KYC verification process;

- Where we are required to do so to comply with a court order, law, regulation, regulatory decree or ombudsman's orders;

- Where you have been declared bankrupt; and

- Where you have been declared deceased.

- In our sole discretion.

We exclude all liability for any losses incurred where we have suspended an account in accordance with this paragraph. Wallex is not required and may be prohibited by law to provide any further information regarding your account closure or suspension.

If we suspect that you are in breach of these Terms, our Privacy Policy, any other applicable terms to your account or any applicable laws and regulations, you agree that we may suspend your account and freeze any available funds in it, and/or temporarily or permanently restrict your access to some or all of our services.

You agree to waive any rights to claims arising from your account suspension in accordance with this clause.

15. Fiat deposits

You may deposit to your account fiat currencies by instructing a bank transfer in any of the supported fiat currencies and through the supported fiat wire transfer methods only, or via card top up – service which is provided through a third-party licensed payment provider.

1. Our Fiat deposit service is provided by our licensed third-party payment partners ("Payment Service Partners" or “PSP”). By sending us a Fiat deposit, you agree and authorise our Payment Service Partners to handle and process your Fiat deposits and hold your topped-up funds in segregated customer funds account(s) maintained by them as per their applicable laws and regulations. You hereby agree and authorise us to redeem any such funds from our Payment Service Partners on your behalf, and you also agree and authorise our Payment Service Partners to transfer such funds to us, in the event that any relevant agreements that we have with such Payment Service Partners are terminated for any reason.

2. Fiat Deposits are not reversible or refundable, unless we determine, at our discretion, to do so. In addition, we may, at our absolute discretion, reverse, cancel, void or refuse to process any Fiat deposits.

3. Fiat Deposits are subject to our Fees and limits as referenced in the “Settings” section of your profile, which may be updated from time to time. Any fees chargeable by your bank and/or their intermediary banks relating to the Fiat Deposit, including but not limited to any administration or currency conversion fees, intermediary bank processing fees, your bank and recipient bank's processing fees shall be borne by you entirely.

4. Subject to Applicable Law and without prejudicing our rights to claim further damages from you, you shall immediately indemnify us for any loss and damage and expenses arising from any mistaken, erroneous or fraudulent Fiat Deposits (which may include but are not limited to, depositing to a wrong recipient bank account, transactions made from or to a non-Permitted Bank Account or from or to a non-supported payment scheme, or transfers exceeding our prescribed limits) given by you or sent from your account (collectively "Erroneous Deposits"). The erroneous or fraudulent nature of your deposit shall be determined by us based on reasonable evidence. You further agree that if we are required to return any fund to its origin due to any Erroneous Deposits; (i) we are entitled to charge an administration fee; (ii) any fees incurred from such return shall be borne by you entirely; (iii) you shall reimburse us such fees immediately upon our request; and (iv) funds will only be remitted to the bank account from which such funds were originally received.

5. When you choose to top up your fiat account via card, you agree that fiat deposit to your account through card is strictly related to the load of the account. Any conversion of the deposited through card fiat funds or their subsequent purchase will be unrelated to the original card transaction.

16. Digital Asset Transfers

Within your profile, you are able to open digital asset wallets and be assigned a personal cryptocurrency address for deposit of digital assets. You may also transfer, exchange, swap and utilize your digital asset holdings for any of the available services within your profile.

We will process all Digital Asset Transfers in accordance with the instructions provided by you, and we do not check or guarantee the accuracy of the withdrawal address you provide, or the counterparty.

You acknowledge to indemnify us from any liability arising thereof an erroneous transfer of digital assets, such as but not limited to, transfer of an asset from a wrong blockchain, transfer to an incorrect address, transfer of unsupported asset.

You hereby agree that you may receive and transfer digital assets to counterparties which are not subject to any sanctions, and are not involved in any prohibited business sphere as per those Terms & Conditions, and are not for any illegal purpose. You agree to bear the full responsibility in the case of transfers made in breach of this clause.

17. Risks of Digital Assets

17.1. Kindly be aware that there are inherent risks associated with transactions involving Digital Assets. When a transaction is submitted to a blockchain network, it remains unconfirmed for a certain duration until the blockchain network provides sufficient confirmation. During this pending state, the transaction is not considered complete. If any transfers of Digital Assets to or from external wallet addresses are in a pending state, they will be identified as such, and the respective Digital Asset will not be included in your Digital Asset Wallet or accessible for conducting transactions.

17.2. During the transfer of Digital Assets, there is an inherent risk that these assets may be lost if the community supporting the transfer or the issuers/managers of the Digital Assets collapse, fail, or go bankrupt. In such situations, if your Digital Assets are in a pending state of transfer, they could potentially lose substantial value or be completely lost.

17.3. The risk of loss in holding Digital Assets can be substantial. You should therefore carefully consider whether holding Digital Assets is suitable for you in light of your financial situation. In considering whether to hold Digital Assets, you should be aware that the price or value of Digital Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. If you use any of our Services which allow you and/or third parties to access and hold Digital Asset private keys, you acknowledge that we are not responsible for safeguarding such keys and that we are not responsible for any loss of Digital Assets resulting from theft, loss, or mishandling of Digital Asset private keys outside our control.

17.4.

We bear no responsibility for the Digital Assets market and do not provide any guarantees or assurances regarding the actual or perceived value of Digital Assets in relation to any quoted currency. While we may offer historical and/or real-time data on Digital Asset prices, including graphs illustrating price fluctuations within the Application or your profile, such information is solely intended for reference purposes. We do not assert the quality, suitability, truthfulness, usefulness, accuracy, or comprehensiveness of such data or graphs, and you should not rely on them for any purpose whatsoever. You acknowledge that the value of Digital Assets can be highly volatile, and you agree that we cannot be held accountable or liable for any losses you may incur as a result of holding or trading Digital Assets, even in the event of delays, suspensions, or interruptions in our Service for any reason.

18. Notice and Communications

We will get in touch with you through the Wallex Service or the email address you provide on your Wallex Profile.

You are required to keep this updated with an email address you check regularly.

We may contact you as well on your mobile phone number provided in your profile.

Where you contact us through the chat on the platform with regards to your account, you are required to do so after logging in to your profile, for security purposes, or otherwise our team is entitled to refuse to provide you with assistance, unless the case relates to profile access issue.

You should also check your transaction history regularly and let us know of any errors or unauthorised transactions.

Any communications will be made in English.

19. Customer Support

If you need any help or want to make a comment or complaint, please contact our customer service via the intercom chat. We aim to resolve all enquiries typically within 1-2 business days, and for a period of maximum two weeks.

Copies of these Terms are available upon request and on our Website.

20. Unresolved Complaints

Please give us the opportunity to resolve your complaint. We will respond to any complaints within 15 business days of receiving your complaint, except in exceptional circumstances beyond our control. In any event, we will respond to your complaint within 35 business days of receiving your complaint.

If we have not been able to resolve your complaint to your satisfaction, you may take your complaint to the relevant institution.

21. Intellectual Property

All intellectual property rights in the Wallex Service, and all content and logos are owned by or licensed to Wallex. You may not copy, imitate, or use any of this intellectual property without our prior written consent. Nothing in these Terms grants you any intellectual property rights in the Wallex Service, other than the right to use the Wallex Service, and to download our mobile application on your device in order to access the Wallex Service, in accordance with these Terms.

Your right to use the Wallex Service is personal to you and you are not allowed to give this right to any other person. Your right to use the Wallex Service does not stop us from giving other people the right to use the Wallex Service.

22. Amendments to These Terms

We may make changes to our Terms and policies from time to time. If you do not agree to the changes, you must stop using our services before the planned commencement date of the new changes. Continuing to use the Wallex Service means that you accept our new changes.

Certain changes may occur immediately and without notice. This may happen when we are required to make changes by law, or where we make minor changes to these Terms that do not impact your rights and remedies or our obligations. When such changes occur, we will notify you as soon as reasonably practicable.

23. Our responsibility to you

The Wallex Service allows you to purchase services and products, and provides you with content and information that are owned or developed by third parties, or that operate on or are supported by third party networks. As we do not have any control over these services or products that you purchase, or content you view using the Wallex Service, we are not responsible for them in any way.

While we do our best to ensure that the features and functionalities of the Wallex Service are of a reasonably satisfactory standard and are available to you all of the time, certain features may rely on networks and connections that are beyond our control. Due to the nature of the Internet and technology, the Wallex Service is therefore provided on an “as is” and “as available” basis. As such, we cannot guarantee that the Wallex Service won't be interrupted, or that you will not experience delays, failures or errors when using the Wallex Service.

We also give no guarantee as to the fitness for purpose of the Wallex Service for your specific needs. To the extent we are able to do so, we exclude any commitments that may be implied by law. For any claim, our responsibility to you will be limited to any amounts you have paid us in the 12 months preceding your claim. If you have not paid us anything, we shall not be responsible to you for any claim arising out of the provision of the Wallex Service.

In every case, we will never be responsible for any loss or damage that is not reasonably foreseeable, or that is caused by a failure by you to comply with these Terms.

24. Our Right to Set-Off

Sometimes we might be entitled to be compensated by you, for instance due to a technical error in your favour, when you have a negative balance on your account, or when you use the Wallex Service in such a way that violates the Terms. In such cases, we shall be entitled to recover any sum due to us by retaining some or all of your available funds or balances that you have stored in your Wallex Account or DPTs you have bought through the Wallex Service, regardless of what currency or DPTs those balances are held in.

Where necessary, we will convert currencies and DPTs at the applicable exchange rate.

25. Your responsibilities

You are responsible for:

All charges and other amounts incurred through your use of the Wallex Service at any time, including any amounts outstanding after you stop using the Wallex Service or if we suspend or cancel your Wallex Profile; and

Complying with any and all laws, rules and regulations of your jurisdiction that may apply to you in connection with your use of the Wallex Service, including but not limited to activities of import and export, taxes or foreign currency transactions. We will not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.

You are also responsible for keeping a copy of any information you upload to the Wallex Service or that is accessible through your Wallex Profile. We will not offer you compensation for any losses you might suffer as a result of any information that you access on the Wallex Service being deleted, or your access to such information being terminated or suspended if you or we terminate or suspend your use of the Wallex Service.

26. Apple App Store Provisions

This paragraph applies where the App has been acquired from the Apple App Store. You acknowledge and agree that the Terms are solely between you and Wallex, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to Wallex as provider of the App.

You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to Wallex as provider of the software.

You acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, Wallex, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.

You represent and warrant that (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

You and Wallex acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Terms of Service as relates to your license of the App, and that, upon your acceptance of the terms and conditions of the Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Service as relates to your license of the App against you as a third-party beneficiary thereof.

27. Downloading Our App from other App Stores

Where you download our App from any other app store or distribution platform other than the Apple App Store, including the Google Play Store (the “Distribution Platform”) you agree that: (a) the Terms are between you and Wallex, and not with the provider of the Distribution Platform (“Store Provider”); (b) your use of the App must comply with the Store Provider's then-current Distribution Platform Terms of Service; (c) the Store Provider is only a provider of the Distribution Platform where you obtained the App; (d) Wallex, and not the Store Provider, is solely responsible for the App;< (e) the Store Provider has no obligation or liability to you with respect to the App or the Terms; and (f) you acknowledge and agree that the Store Provider is a third-party beneficiary to the Terms as it relates to the App.

28. Card Issuer T&C

Your Card is issued by a licensed third party provider. Your use of the Card is subject to the following terms and conditions that set out the agreement between you and the card Issuer (the “Issuer Terms”). If you decide to order and use a Card, you must also read and accept the Issuer Terms.

These terms and conditions apply to your Profile, your use of the Service, and your Visa prepaid card (the “Card”). Please read them carefully.

By ordering a Card you agree to be bound by these Terms and you should therefore read them carefully.

The Card is a physical or virtual Visa prepaid card which can be used wherever Visa is accepted. The Card can be used for both instore and online purchases, as well as to withdraw cash from automated cash machines.

Your Card supports Euro currency. You will need to load the card via your profile before you can make purchases or withdrawals.

Your Card is funded directly by funds held on your Profile. Once loaded, funds are held on your Card. These funds do not earn interest and are not bank deposits.

Your Card is not a credit line and does make credit available to you. You must have sufficient funds of your own loaded onto your Card to cover any purchase or withdrawal.

• Eligibility

You must be at least 18 years old and a UK or EEA resident /in exception of the EEA outermost regions/ to apply for and use a Card. You must also have already created a Profile and accepted our Terms, as well as verified your identity with us.

• Activating your Card

When you first receive your Card, you must sign the back of the card as indicated.

• Loading funds onto your Card

Your Card has to be loaded by funds held on your Profile. Once you top up your card with funds, they are not available to be used in your profile or reversed via your profile. Fees apply according to the Fee Schedule.

If your card is lost/stolen and there is balance in it, you should contact our support team in order to reverse the balance. Please, note the minimum amount for balance reversal is 100 Eur, fees apply.

• PIN number

PIN number is visible at the time of card activation via your profile, and only you can see it. Please, make a note of it. PIN number cannot be changed.

• Fees and limits

You can check the Fees applying to your card usage in your Profile, section Settings.

Make sure you have enough funds to cover both the value of any purchases or withdrawals and fees associated with the transaction, or your transaction may be declined.

You are responsible for any third-party fees you incur as a result of using your Card, for instance, fees you may incur from international or foreign currency ATM withdrawals.

• Using your Card

Only you are authorised to use your Card. You can use your Card to spend or withdraw funds you have loaded onto the Card. Your Card can be used anywhere Visa is accepted. We is not liable for any charges or losses where you use your Card where Visa is not accepted.

A Card transaction is authorised when you:

a. enter your PIN or provide any other security code;

b. sign a sales voucher;

c. provide your Card details and/or any other details as requested; or

d. wave, tap or swipe the Card over a card reader.

Only funds loaded onto your Visa prepaid Card can be spent. The Card does not offer any form of credit line to you. If you attempt to transact or withdraw using the Card and do not have sufficient funds loaded onto your Card, the transaction or withdrawal may be declined.

In some cases, you may incur a delayed charged, such as when using public transport. You are liable for all charges made with your Card. In the rare event that you incur a negative balance on your Card because you do not have sufficient funds to cover delayed transactions, you will be fully liable to us to cover the amount of any negative balances plus any applicable fees, charges and costs incurred by us in attempting to recover the required amount from you.

At all times, we'll show your Card balance on your Profile, which will be updated regularly to reflect purchases and withdrawals you make with the Card.

• Statements

Statements are available to be downloaded directly from your Profile.

• Errors, transaction disputes and unauthorised transactions

Ensure that you retain all records and receipts of transactions you make with your Card. You can check all of your transaction details at any time on your Profile.

If you don't notify us of any errors, disputes, and unauthorised transactions within 13 months of a transaction or withdrawal, we'll assume them to be true. To notify us, contact our support team and we'll get back to you. We'll do our best to resolve the issue as soon as possible. We'll solely decide whether an issue is attributable to us, the Card Issuer, or our third-party service providers. Where we, the Card Issuer, or our third-party service providers are not at fault, we will have no liability to you.

Where payee details provided by you are incorrect, we are not liable for non-execution or defective execution of the payment transaction, but we will make reasonable efforts to recover the funds involved in the payment transaction and notify you of the outcome.

We can return money paid to your payment instrument by mistake, however, if you don't think a payment made to you from a payment service provider in the EEA was a mistake, we may also be allowed to share your personal information with the paying payment service provider so that you can be contacted directly. This is because we are required to cooperate with other payment service providers and share all relevant information in order to assist with tracing money which is sent to the wrong person.

If you give us the wrong details for a payment or you tell us about an incorrect payment more than 13 months after it was made, we won't give you a refund but we'll try and trace it for you. We may charge you a reasonable fee to cover our costs in doing this.

• Refunds

Ensure that you authorise transactions and withdrawals which you are sure you want to make, as you cannot stop or reverse a payment or withdrawal. If you want to receive a refund for a purchase, you will need to contact the merchant you paid directly to request a refund. If the merchant decides to issue a refund to you, the merchant must issue a valid refund voucher to us in order for us to credit the refund to your Card.

Any dispute you have with a merchant over goods or services you purchased with your Card must be taken up directly with the merchant. Any dispute you have with the services provided by an ATM must be taken up with the ATM operator.

We may, but is not required, to file a formal dispute with a merchant on your behalf, after you have attempted to contact them. In these circumstances, you must provide us with all relevant and correct information concerning the dispute.

Refunds will be credited to your Card corresponding to the currency used to issue the refund. If this currency is not supported by your Card, the refund will be converted at applicable exchange rates and fees.

• Security

You must keep your Card and security credentials safe and not let anyone else know or use them. You must keep your security information secret at all times; never disclose your PIN or security information to anyone and do not store details of your PIN with your Card. Security information includes your login and password details used to access your account or any other website where your Card or account details are stored. We also recommend that you check the balance on your Card regularly on your Profile.

We will not be held liable where you fail to keep your Card secure.

• Limitations on your Card.

You cannot use your Card to:

a. Make purchases with merchants who do not accept the Card;

b. Make withdrawals with ATM operators who do not accept the Card;

c. Violate any laws applicable to you or us;

d. Violate our Terms, including the list of Prohibited Countries;

e. for money laundering or terrorist financing purposes; and

f. Transfer funds to a third party which does not relate to an underlying transaction for goods or services.

• Blocked transactions

We may refuse to pay a transaction:

a. if we are concerned about the security of your Card or account or we suspect your Card or account is being used in an unauthorised or fraudulent manner;

b. if sufficient funds are not paid into your account at the time of a transaction to cover the amount of the transaction and any applicable fees;

c. if there is a negative balance on your account;

d. if we have reasonable grounds to believe that you are not using your Card or account in accordance with these Issuer Terms;

e. if we believe that a transaction is potentially suspicious or illegal (for example, if we believe that a transaction is being made fraudulently); or

f. because of errors, failures (whether mechanical or otherwise) or refusal to process a transaction by merchants, payment processors or payment schemes.

If we refuse a transaction, we will tell you why, if we can, unless it would be unlawful for us to do so. You may correct any information we hold and which may have caused us to refuse a transaction by contacting customer support.

• Ordering a Replacement Card

To order a replacement Card if your Card is lost or stolen, contact Customer Support. Fees may apply.

• Expiration

Your Card will be valid until the expiry date stated on the Card. After it expires, you will no longer be able to transact using the Card.

If we're unable to contact you based on our records of your contact information six (6) months or more after the expiry date of your Card, we will hold the remaining balance(s) on your Card. Contact customer support to retrieve any funds on your Card.

• Stolen or lost Cards

If you lose your Card or it is stolen, or you suspect that someone else has found out your PIN or security information or accessed your account without your permission, you must tell us immediately by contacting customer support and block the card immediately via your profile. Your Card will be cancelled immediately, and your account may be blocked. If, after reporting a lost Card, you subsequently find the Card you should contact our support team to request reactivation.

• Account closure by us

We may cancel your Card and this agreement by giving you at least 1 month notice.

We may also cancel your Card immediately if we:

a. suspect unauthorised or fraudulent use of your Card;

b. have any other security concerns;

c. need to close your account in accordance with these T&C; or

d. need to do so to comply with the law.

We may also deny access to your Card and/or account where we consider it to be at risk of money laundering or terrorism financing, fraud or other criminal activity. If we need to take these actions and where possible, we will give reasons for doing so except where restricted by law. In these circumstances, you must tell us what you want us to do with any unused funds.

• Your responsibility

You are responsible for:

a. All charges and other amounts incurred through your use of the Card at any time, including any amounts outstanding after you stop using the Card or if we suspend or cancel your Card; and

b. Complying with any and all laws, rules and regulations of your jurisdiction that may apply to you in connection with your use of the Card, including but not limited to, activities of import and export, taxes or foreign currency transactions. We will not be responsible for the execution of tax obligations, or calculation and transfer of taxes applied to you.

It is extremely important to keep your Card and Profile information safe and secure, as well as your email address and devices you may use to access your Profile. You will be responsible for limiting access to your Card and keeping your Profile secure.

• Our responsibility

If we incorrectly deduct funds from your account, we will refund them. If we subsequently establish that the refunded amount had in fact been correctly deducted, we may deduct it from your available balance and may charge you a fee. If you do not have sufficient available balance, you must repay us the amount immediately on demand. If unauthorised transactions occur after you have notified us of the loss, theft, compromise or unauthorised use of your Card or account, and you have not acted fraudulently or in breach of these Terms and Conditions, then we will be liable. We will not be liable to you in connection with or arising from your use of or inability to use your Card as a result or in connection with any of the following:

a. failed, missed, delayed, or fraudulent transactions, payment transmission errors, or any other issues related to payment or the processing, loading and/or transfer of money between you and the Card Issuer as the loading channel;

b. the Card Issuer's failure to convey any notice, instructions or communications to us or other third parties on your behalf, accurately, in a timely manner or at all;

c. any unauthorised access to, disclosure of, wrongful or fraudulent use of your Card(s), Profile, Service, personal data, PIN and password to the extent not attributable to any acts or omissions on part of us;

d. any error, negligence, wilful default, misconduct, fraud, act, omission, breach or failure of, or contravention of applicable laws by, any other party (including you and the Card Issuer);

e. any refusal by a merchant to accept your Card

f. for any interruption, disruption or impairment of our service or any third-party services on which we rely for the performance of our obligations hereunder; for refusing to authorise a transaction;

g. for cancelling or suspending use of your Card;

h. for any loss arising from your inability to use your Card or access your account due to interruptions;

i. for any direct or indirect loss or damage you may suffer including loss of revenue, loss of reputation, goodwill, opportunity or anticipated savings as a result of your total or partial use or inability to use your Card;

j. for the quality, safety, legality or any other aspect of any goods or services purchased with your Card; and

k. any abnormal and unforeseeable circumstances beyond our control, however so caused.

• Card Interruption

From time to time, your ability to use your Card or account may be interrupted. If this happens, you may be unable to use your Card. In addition, like other payment cards, we cannot guarantee a merchant will accept your Card, or that we will necessarily authorise any particular transaction. This may be because of a system problem, something outside our reasonable control, to comply with legal and regulatory requirements, or because we have suspended, restricted or cancelled your account or refused to replace it in accordance with these Issuer Terms.

• Contacting you in an emergency

We may need to contact you urgently if we suspect or find fraudulent activity has occurred on your account (provided we are not prohibited from doing so by law) or if we suffer a security threat. To do so, we may (for example) send you a text message instead of calling or emailing you, if we think this is the quickest way to contact you. When we contact you, we will also give you information on how you can minimise any risk to your payment instrument depending on the nature of the security threat.

We will use the same contact details which you have already provided us with when contacting you. You must inform us immediately if your personal details or contact information change.

• Complaints

If you need any help or want to make a comment or complaint, please contact our customer service. We aim to resolve all enquiries within 30 calendar days.

Please give us the opportunity to resolve your complaint. We will respond to any complaints within 15 business days of receiving your complaint, except in exceptional circumstances beyond our control. In any event, we will respond to your complaint within 35 business days of receiving your compliant.

• Personal Information (include change of info)

Keeping your personal data safe is important to us. How we handle your personal data is explained in our Privacy Policy.

If your details such as name, address, email address, and telephone or mobile number change, let us know immediately.

• Changes to these Issuer Terms

We may make changes to our Issuer Terms from time to time. If you do not agree to the changes, you must stop using the Card before the planned commencement date of the new changes. Continuing use of the Card means that you accept our new changes. Certain changes may occur immediately and without notice. This may happen when we are required to make changes by law, or where we make minor changes to these Issuer Terms that do not impact your rights and remedies or our obligations.

• Assignment

If we consider it to be operationally necessary, we may at any time assign or transfer the rights and novate the obligations to another entity without your consent. If that happens, from the effective date of the transfer, these Issuer Terms will be an agreement between you and the successor entity and that entity will assume our rights and obligations as if it were itself a party to these Issuer Terms. Your rights and obligations under these Issuer Terms will remain the same and we will notify you as soon as reasonably practicable.

• Governing law and dispute resolution

English law will apply to all disputes and the interpretation of these Terms. The English courts will have non-exclusive jurisdiction over any dispute arising from or related to your use of the Card. This does not affect your rights under the law of the country in which you are resident, including (where applicable) your right to have a dispute in relation to your use of the Card heard in the courts of that country.

• Other miscellaneous items

No third-party rights are created in these Issuer Terms. Only you, as the holder of the Wirex Profile will have any rights to enforce these Terms. You cannot assign or transfer any of your rights under these Issuer Terms to someone else.

Where we do not enforce our rights under these Issuer Terms, we do not waive our rights. We may transfer or assign our rights under these Issuer Terms at any time.

Unless stated otherwise in these Issuer Terms, if any provision of these Issuer Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the extent possible.

29. Accessing a Deceased's Account

In the event that you need to access a deceased's Wallex Profile, please contact us. We may ask you for supporting documentation, such as a death certificate, probate documents, or other documents proving you have the right to administer the deceased's estate.

30. No Investment Advice

We do not provide any type of investment advice. We may provide information concerning types of currencies and DPTs, prices, and events that may have influenced prices, all of which should not be considered investment advice. If you require investment advice you should contact a financial advisor. You are solely responsible for how you use our services and the financial results of your actions.

31. Governing Law and Dispute Resolution

In the event that Wallex has to take legal actions towards you, we shall be entitled to do so at our discretion at your country of residence, or country of nationality.

32. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE TERMS, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.

YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENT OR OTHER DISASTERS INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.

33. Limitation of Liability

EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL WALLEX, OUR DIRECTORS AND EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE WALLEX MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM WALLEX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WALLEX'S RECORDS, PROGRAMS OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WALLEX (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO WALLEXFOR THE APPLICABLE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

34. Indemnity

You agree to defend, indemnify and hold harmless Wallex (and each of our officers, directors, members, employees and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out or relating to (a) your use of, or conduct in connection with, our Services; (b) any Feedback you provide; (c) your violation of these Terms; or (d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.

35. Force Majeure Events.

Wallex shall not be liable for (1) any inaccuracy, error, delay in, or omission of (i) any information, or (ii) the transmission or delivery of information; (2) any loss or damage arising from any event beyond Payward's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Payward's reasonable control (each, a "Force Majeure Event").

36. Miscellaneous

No third-party rights are created in these Terms. Only you, as the holder of the Wallex Profile will have any rights to enforce these Terms. You cannot assign or transfer any of your rights under these Terms to someone else.

Where we do not enforce our rights under these Terms, we do not waive our rights. We may transfer or assign our rights under these Terms at any time.

Unless stated otherwise in these Terms, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the extent possible.

Prohibited Articles and Transactions means:

(1) drug paraphernalia or narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (2) stolen goods including digital and virtual goods or which encourage, promote, facilitate or instruct others to engage in illegal activity (3) the promotion of hate, violence, racial intolerance or the financial exploitation of a crime, (4) items that are considered obscene, (5) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under Applicable Laws, (6) ammunition, firearms, certain firearm parts or accessories, or certain weapons or knives regulated or prohibited under Applicable Laws; (7) are associated with purchases of annuities or lottery contracts, lay-away systems, offshore banking or transactions to finance or refinance debts funded by a credit card, (8) are for the sale of certain items before the seller has control or possession of the item, (9) are by payment processors to collect payments on behalf of merchants, (10) are associated with the sale of traveller's checks, money orders, money transfers, MoneySend Intracountry, MoneySend Intercountry or MoneySend Funding, (11) involve certain credit or debt settlement services, credit transactions or insurance activities, (12) involve offering or receiving payments for the purpose of bribery or corruption; (13) involve gambling activities; (14) any automated fuel dispenser transactions (15) are associated with direct marketing services, (16) massage parlours, (17) timeshares; (18) chemicals and allied products not elsewhere classified, (19) Adult Content, (20) Charities, (21) Defence/Military, (22) Ponzi Pyramid Schemes, (23) Precious Metals, (24) Weapons, or (25) Shell Banks.

Prohibited Countries means any of the following:

Afghanistan, Belarus, Burma, Burundi, North Korea, Democratic Republic of Congo, Eritrea, Libya, Somalia, South Sudan, Venezuela, Zimbabwe, Sudan, Yemen, Iraq, Iran, Cuba, Syria, Mali, Central African Republic, Guinea-Bissau, Russia, Ukraine, Lebanon or any other country which (or with any other persons who) is sanctioned by the United Nations Security Council, or under applicable laws of your country of residence.

SELF MANAGED CUSTODY TERMS OF SERVICE

Last Updated: May 2023

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 11. PLEASE

These Terms of Use (the “Terms,” “Terms of Use” or “Agreement”) contain the terms and conditions that govern your access to and use of the Site and Products provided by us and is an agreement between us and you or the entity you represent (“you” or “your”). Please read these Terms of Use carefully before using the Site or Products. By using the Site, clicking a button or checkbox to accept or agree to these Terms where that option is made available, clicking a button to use or access any of the Products, completing an Order, or, if earlier, using or otherwise accessing the Products (the date on which any of the events listed above occur being the “Effective Date”), you (1) accept and agree to these Terms and any additional terms, rules and conditions of participation issued by Wallex from time to time and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Products.

You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 13 for definitions of certain capitalized terms used in this Agreement.

In addition, you represent to us that you and your financial institutions, or any party that owns or controls you or your financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.

1. The Products.

1.1 Generally. Wallex operates a self-custody cryptocurrency app accessible through the Wallex Website and application, which is available on your device (the “App that allows you to deposit, withdraw and manage supported currencies and digital payment tokens (“DPTs”) . You may access and use the Products in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Products.

1.2 Products and Access. Wallex offers a number of Products under the Wallex brand or brands owned by us. Products are generally accessed through the Site or through a third party provider of which we approved, such as the Google Play or Apple App stores, unless otherwise agreed in writing. Some Products may require you to create an account with Wallex, enter a valid form of payment, and select a paid plan (a “Paid Plan”), or initiate an Order.

1.3 Third-Party Content and Services. In certain Products you may view, have access to, and may use the informational content, products, or services of one or more third parties (“Third Party Content” and “Third Party Services” respectively). In each such case, you agree that you view, access or use such content and services at your own election. Your reliance on any Third Party Content and use of Third Party Services in connection with the Products is governed on one hand by this Agreement but, on the other, will also generally be subject to separate terms and conditions set forth by the applicable third party content and/or service provider. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a privacy policy different than that which Wallex maintains and incorporates into this Agreement. It is your responsibility to understand the terms and conditions of Third Party Services, including how those service providers use any of your information under their privacy policies.

Third Party Content and Third Party Services are provided for your convenience only. We do not verify, curate, or control Third Party Content. We do not control Third Party Services. As a result, we do not guarantee, endorse, or recommend such content or services to any or all users of the Products, or the use of such content or services for any particular purpose. You access, rely upon or use any Third Party Content or Third Party Service at your own risk. Wallex disclaims all responsibility and liability for any Losses on account of your reliance upon or use of such content or services. We have no responsibility for Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third Party Content or to use a Third Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time without notice.

1.4 The information provided through the Wallex Service is not intended to be and does not constitute financial advice or any other advice. It is general in nature and not specific to you. It is not an offer to buy or sell or a solicitation of an offer to buy or sell any security, product, service or investment, nor is it a recommendation, endorsement or sponsorship of any security, company or fund.

You should assess carefully whether your financial situation and tolerance for risk is suitable for any transactions you undertake using the Wallex Service, and you are responsible for conducting your own research before carrying out any transactions through the Wallex.

2. Changes.

2.1 To the Products. We may change or discontinue any or all of the Products or change or remove functionality of any or all of the Products from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of an Offering through the Site or public communication channels. If you are on a Paid Plan, we will use commercially reasonable efforts to communicate to you any discontinuation of the Offering at least 30 days in advance of such discontinuation, and we will use commercially reasonable efforts to continue supporting the Offering for up to three months after the discontinuation, except if doing so (a) would pose an information security or intellectual property issue, (b) is economically or technically burdensome, or (c) would create undue risk of us violating the law.

2.2 To this Agreement. We reserve the right, at our sole discretion, to modify or replace any part of this Agreement or any Policies at any time. It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Site, email (if you have an account), or public channels. You agree that your continued use of or access to the Products following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.

3. Your Responsibilities.

3.1 Use of the Products. For any Products, whether they require that you set up an account with Wallex or they do not , and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur with respect to your use of the Products, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users), and (b) we and our affiliates are not responsible for unauthorized access to the Products or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You will ensure that your use of the Products does not violate any applicable law.

3.2 Your Security and Backup. You are solely responsible for properly configuring and using the Products and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Products. Your obligations under this Agreement include ensuring any available software updates or upgrades to an Offering you are using are promptly installed or implemented, and recording and securely maintaining any passwords or secret recovery phrases that relate to your use of the Products. You acknowledge that certain methods of securing your secret recovery phrase, such as storing it as a digital file on your personal device or on a cloud storage provider, may increase the risk that your account or secret recovery phrase will be compromised. You further acknowledge that you will not share with us nor any other third party any password or secret recovery phrase that relates to your use of the Products, and that we will not be held responsible if you do share any such password or phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a secret recovery phrase that involved intrusion into a cloud provider's data repository.

3.3 Log-In Credentials and API Authentication. To the extent we provide you with log-in credentials and API authentication generated by the Products, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf.

3.4 Applicability to Products that facilitate access to addresses on blockchain protocols. For the avoidance of doubt, the terms of this Section 3 are applicable to all Products through which you generate a public/private key pair (which can be thought of as a blockchain account and related password) either with a blockchain protocol directly or with Third Party Products, such as decentralized applications. You are solely responsible for the use and security of these security keys and that we will not be held responsible if you share any keys or secret recovery phrases with anyone else, whether knowingly or unknowingly or you loose your access.

4. Fees and Payment.

4.1 Publicly Available Products. Some Products may be offered to the public and licensed on a royalty free basis, including Products that require a Paid Plan for software licensing fees above a certain threshold of use. These terms apply to all Products regardless of whether they require a Paid Plan.

4.2 Offering Fees. If your use of an Offering does not require an Order or Paid Plan but software licensing fees are charged contemporaneously with your use of the Offering, those fees will be charged as described on the Site or in the user interface of the Offering. Such fees may be calculated by combining a fee charged by us and a fee charged by a Third Party Offering that provides certain functionality related to the Offering. For those Products which entail an Order or Paid Plan, we calculate and bill fees and charges according to your Order or Paid Plan. For such Products, on the first day of each billing period, you will pay us the applicable fees (the “Base Fees”) and any applicable taxes based on the Products in the Paid Plan. In addition, for particular Orders, we may issue an invoice to you for all charges above the applicable threshold for your Paid Plan which constitute overage fees for the previous billing period. If you make any other changes to the Products during a billing period (for example, upgrading or downgrading your Paid Plan), we will apply any additional charges or credits to the next billing period. We may bill you more frequently for fees accrued at our discretion upon notice to you. You will pay all fees in U.S. dollars unless the particular Offering specifies a different form of payment or otherwise agreed to by you and us in writing. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Offering or new feature of an Offering will be effective when we use commercially reasonable efforts to communicate updated fees and charges through our Site, the interface of the Offering itself, or other public channels or, if you are on a Paid Plan, upon commercially reasonable efforts to notify you directly, but we may expressly state when notifying you that another effective date applies. We may increase or add new fees and charges for any existing Products you are using by using commercially reasonable efforts to notify users of the Products through our Site, the interface of the Offering itself, other public channels or, if you are on a Paid Plan, by giving you 30 days' notice. Unless otherwise specified in an Order, all Paid Plan amounts due under this Agreement are payable within 30 days following receipt of your invoice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

4.3 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

5. Temporary Suspension; Limiting API Requests.

5.1 Generally. We may suspend your right to access or use any portion or all of the Products immediately if we determine:

(a) your use of the Products (i) poses a security risk to the Products or any third party, (ii) could adversely impact our systems, the Products, or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be unlawful;

(b) you are, or any End User is, in breach of this Agreement;

(c) you are in breach of your payment obligations under Section 4 for 30 days or longer; or

(d) for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

5.2 Effect of Suspension. If we suspend your right to access or use any portion or all of an Offering:

(a) you remain responsible for all fees and charges you incur during the period of suspension; and

(b) you will not be entitled to any fee credits for any period of suspension.

5.3 Limiting API Requests. We retain sole discretion to limit your API requests (“API Requests”) submitted in conjunction with your use of an Offering at any time if your usage of the Offering exceeds the usage threshold specified in your Paid Plan or otherwise on the Site or user interface of the Offering. Further, excessive API requests, as determined by Wallex in our sole discretion, may result in the temporary or permanent suspension of your access to an account or to your use of the applicable Offering. Wallex is not required but will endeavor, when reasonable, to warn an account owner or user prior to suspension.

6. Term; Termination.

6.1 Term. For Products subject to a Paid Plan, the term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 6 or by separate written agreement. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 6.2. For Products that are not subject to a Paid Plan, the term of this Agreement will commence on the Effective Date and will remain in effect until you stop accessing or using the Products.

6.2 Termination.

(a) Termination for Convenience. If you are not on a Paid Plan, you may terminate this Agreement for any reason by ceasing use of the Offering. For Paid Plans, Wallex may terminate this Agreement for any reason after providing 30 calendar days' written notice.

(b) Termination for Cause.

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of the other party's notice of breach.

(ii) By Us. We may also terminate this Agreement for cause immediately (A) if we have the right to suspend under Section 5, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Products expires, terminates, or requires us to change the way we provide the software or other technology as part of the Products, or (C) in order to avoid undue risk of violating the law.

6.3 Effect of Termination. Upon the Termination Date:

(i) all your rights under this Agreement immediately terminate; and

(ii) each party remains responsible for all fees and charges it has incurred through the Termination Date and are responsible for any fees and charges it incurs during the post-termination period;

(iii) the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. For instance, should this Agreement between you and us terminate, any dispute raised after you stop accessing or using the Products will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.

For any use of the Products after the Termination Date, the terms of this Agreement will again apply and, if your use is under a Paid Plan, you will pay the applicable fees at the rates under Section 4.

7. Proprietary Rights.

7.1 Your Content. Depending on the Offering, you may share Content with us. Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your Content; however, you consent to our use of Your Content in any manner that is consistent with the purpose of your use of the Products or that otherwise facilitates providing the Products to you.

7.2 Products License. We or our licensors own all right, title, and interest in and to the Products, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Products solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Products. Except as provided in this Section 7.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Products, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license, such as the Apache License, Version 2.0, or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third-Party Content that is the subject of such separate license.

7.3 License Restrictions. Neither you nor any End User will use the Products in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Products (except to the extent Content included in the Products is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Products or apply any other process or procedure to derive the source code of any software included in the Products (except to the extent applicable law doesn't allow this restriction), (c) access or use the Products in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Plan, or (e) resell or sublicense the Products unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

7.4 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

7.5 U.S. Government Users. If you are a U.S. Government End User, we are licensing the Products to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Products are the same as the rights we grant to all others under these Terms of Use.

8. Indemnification.

8.1 General.

(a) You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys' fees and expenses, associated with claims described in (a) and (b) above.

(b) We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys' fees and expenses associated with the claims described in this paragraph.

8.2 Intellectual Property.

(a) Subject to the limitations in this Section 8, you will defend Wallex, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Subject to the limitations in this Section 8 and the limitations in Section 10, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Products infringe or misappropriate that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement. However, we will not be required to spend more than $200,000 pursuant to this Section 8, including without limitation attorneys' fees, court costs, settlements, judgments, and reimbursement costs.

(c) Neither party will have obligations or liability under this Section 8.2 arising from infringement by you combining the Products with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your use of the Products after we have notified you to discontinue such use. The remedies provided in this Section 8.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Products or by Your Content.

8.3 Process. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

9. Disclaimers; Risk.

9.1 DISCLAIMER. THE PRODUCTS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE PRODUCTS, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE PRODUCTS, THIRD PARTY CONTENT, OR THIRD PARTY SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM WALLEX THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.

9.2 RISKS. OUR PRODUCTS RELY ON EMERGING TECHNOLOGIES, SUCH AS ETHEREUM. SOME PRODUCTS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE PRODUCTS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE OFFERING AND PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH) AND OTHER DIGITAL TOKENS, SUCH AS THOSE FOLLOWING THE ERC-20 TOKEN STANDARD. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE THE ETHEREUM PROTOCOL OR ANY OTHER BLOCKCHAIN PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND SECRET RECOVERY PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WALLEX WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR SECRET RECOVERY PHRASE, THAT DIGITALLY COPYING AND STORING YOUR SECRET RECOVERY PHRASE ON A CLOUD STORAGE SYSTEM OR OTHER THIRD PARTY SUPPORTED DATA STORAGE, INCLUDING YOUR PERSONAL DEVICE, MAY INCREASE THE RISK OF LOSS OR THEFT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES.

YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF WALLEX TO CONTROL. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.

YOU UNDERSTAND AND ACCEPT THAT WALLEX DOES NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES WALLEX CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY WALLEX AS PART OF THE PRODUCTS AND IS NOT ITSELF A THIRD PARTY SERVICE. YOU UNDERSTAND AND ACCEPT THAT WALLEX DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKE CONSENSUS OR THE FUNCTIONING OF ANY PROTOCOL AFTER IT UNDERGOES A TECHNICAL UPGRADE. YOU UNDERSTAND AND ACCEPT THAT WALLEX DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE. YOU AGREE THAT YOU ALONE, AND NOT WALLEX, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT WALLEX IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING WALLEX PRODUCTS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE PRODUCTS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

10. Limitations of Liability.

10.1 Limitation of Amount. WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR PROPRIETARY RIGHTS AS GOVERNED BY SECTION 7 AND INDEMNIFICATION AS GOVERNED BY SECTION 8, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE PRODUCTS GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF NO FEES HAVE BEEN PAID, $25,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4. WALLEX SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO ANY OFFERING EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY FINAL JUDGMENT OF A COURT OR ARBITRATOR.

10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY'S OR ITS AFFILIATES' REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. Binding Arbitration and Class Action Waiver.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

11.1 Binding Arbitration. Any dispute, claim or controversy (“Claim”) relating in any way to this Agreement, the Site, or your use of the Products will be resolved by binding arbitration as provided in this Section 11, rather than in court, except that you may assert claims in small claims court if your claims qualify.

11.2 Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

11.3 30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out via the in app chat with subject line LEGAL OPT OUT. The notice must be sent within 30 days of your first use of the Products, otherwise you shall be bound to arbitrate disputes and will be deemed to have agreed to waive any right to pursue a class action in accordance with the terms of those paragraphs. If you opt-out of these provisions, we will also not be bound by them.

12. Miscellaneous.

12.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 12.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

12.2 No advice. We do not provide any type of investment advice. We may provide information concerning types of currencies and DPTs, prices, and events that may have influenced prices, all of which should not be considered investment advice. If you require investment advice you should contact a financial advisor. You are solely responsible for how you use our services and the financial results of your actions.

12.3 Entire Agreement and Modifications. This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. Any modification to the terms of this Agreement may only be made in writing.

12.4 Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party's reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12.5 Export and Sanctions Compliance. In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that prohibit certain transactions. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Products. You may not use any Offering if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Offering.

12.6 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.

12.7 Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the Site or Products only with the consent of or under the supervision of your parent or legal guardian.

NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access the Site or Products, you agree to these Terms of Use on behalf of your minor. You are responsible for exercising supervision over your minor's online activities. If you do not agree to these Terms of Use, do not let your minor use the Site or Products.

12.8 Language. All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

12.9 Notice.

(a) To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) sending a message to the email address then associated with your account; (iii) posting the notice in the interface of the applicable Offering; or (iv) using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under this Agreement, you must contact us via the in app chat.

12.10 No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

12.11 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

12.12 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

12.13 Notice and Procedure for Making Claims of Copyright Infringement. If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us a written notice at the address below with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located with respect to the Products;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

You can reach us via the integrated in-app chat.

13. Definitions.

“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Products:

1. to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);

2. to engage in, promote or encourage any illegal or infringing content;

3. for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);

4. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

5. to interfere with the use of the Products, or the equipment used to provide the Products, by customers, authorized resellers, or other authorized users;

6. to disable, interfere with or circumvent any aspect of the Products (for example, any thresholds or limits);

7. to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or

8. to use the Products, or any interfaces provided with the Products, to access any other product or service in a manner that violates the terms of service of such other product or service.

“API” means an application program interface.

“API Requests” has the meaning set forth in Section 5.3.

“Applicable Threshold” has the meaning set forth in Section 4.2.

“Base Fees” has the meaning set forth in Section 4.2.

“Content” means any data, text, audio, video or images, software (including machine images), and any documentation.

“DAO” means Decentralized Autonomous Organization.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Products under your account.

“Fees” has the meaning set forth in Section 4.2.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees).'

“Our Content” means any software (including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Products.

“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Wallex and their affiliates or licensors that we may make available to you in connection with this Agreement.

“Order” means an order for Products executed through an order form directly with Wallex, or through a cloud vendor, such as Amazon Web Services, Microsoft Azure, or Google Cloud.

“Products” means each of the products and services, including but not limited to Wallex Wallet and any other features, tools, materials, or services offered from time to time, by us or our affiliates.

“Policies” means the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.

“Privacy Policy” means the privacy policy available in the app and on our website, as it may be updated by us from time to time.

“Service Products” means the Services (including associated APIs), Our Content, Our Marks, and any other product or service provided by us under this Agreement. Service Products do not include Third-Party Content or Third-Party Services.

“Suggestions” means all suggested improvements to the Service Products that you provide to us.

“Term” means the term of this Agreement described in Section 6.1.

“Termination Date” means the effective date of termination provided in accordance with Section 6, in a notice from one party to the other.

“Third-Party Content” means Content made available to you by any third party on the Site or in conjunction with the Products.

“Your Content” means content that you or any End User transfers to us for storage or hosting by the Products and any computational results that you or any End User derive from the foregoing through your use of the Products, excluding however any information submitted to a blockchain protocol for processing.