IT IS IMPORTANT YOU READ THESE TERMS CAREFULLY BEFORE MAKING USE OF OUR SERVICES. BY USING OUR SERVICES, YOU INDICATE THAT YOU ACCEPT THESE TERMS AND AGREE TO COMPLY WITH THEM. IF YOU USE OUR SERVICES IN THE COURSE OF YOUR BUSINESS OR WORK, YOU ARE ALSO AGREEING TO THESE TERMS ON BEHALF OF THAT BUSINESS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES.

INTRODUCTION

These terms and conditions, together with any documents and policies referred to in these terms and conditions (all together, these “Terms”) set out the agreement between you and XPRV Limited ( “we”, “us” or “our”) in relation to our provision to users (“you”, “your” and together with us each a “party” and together the “parties” to these Terms) of our staking services, as further set out in these Terms (our “Services”).

We recommend you keep a copy of these Terms for future reference. If you have any questions concerning these Terms, please contact us at contact@xprv.io

YOU AND WE AGREE AS FOLLOWS:

 1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these Terms.

“Access Key”

has the meaning set out at clause 15.6;

“Adequate Procedures”

means in respect of any person, adequate procedures designed to prevent persons associated with it from undertaking conduct causing it to be guilty of an offence under the Bribery Act 2010;

“Agreement Personal Data”

means any Personal Data Processed by us and/or you for the purposes set out in these Terms;

“Anti-Bribery Laws”

means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws (including without limitation any common law, judgment, demand, order or decision of any court, regulator or tribunal) which relate to anti-bribery and/or anti-corruption and including without limitation the Bribery Act 2010;

“Applicable Law(s)”

means all laws, statutes, regulatory rules and regulations that apply to a party in connection with these Terms from time to time;

“Authorised Persons”

refers to any person accessing our Services via any email address which you register with us as authorised to instruct us;

“Business Day”

means any day other than Saturday or Sunday or a public or bank holiday in the United Kingdom;

“Commencement Date”

means the earlier of the date on which you explicitly agree to these Terms or otherwise agree to them by using our Services, whichever is the earlier;

“Confidential Information”

means all non-public information in respect of the business, affairs or activities of a party including the provisions of these Terms;

“Cryptoasset”

means those supported cryptoasset(s) which you may stake using our Services from time to time, as listed on our Website;

“Data Protection Laws”

means all applicable law relating to data protection, the Processing of Personal Data and privacy, including: (i) the General Data Protection Regulation (EU) 2016/679 (“GDPR”); (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and (iv) any legislation that, in respect of the United Kingdom, replaces or converts into domestic law the General Data Protection Regulation (EU) 2016/679, the proposed Regulation on Privacy and Electronic Communications or any other law relating to data protection, the Processing of personal data and privacy as a consequence of the United Kingdom leaving the European Union;

“Exit”

the withdrawal of Cryptoassets from our Services, such that they are no longer used for the purpose of Staking;

“GDPR”

has the meaning set out in Data Protection Laws;

“Information”

has the meaning set out in clause 11.1;

“Node”

means any computer or other hardware device that maintains a copy of the blockchain;

“Private Key”

means information which should be known only to the owner, and is used to make instructions to buy or sell cryptoassets, or to withdraw them from the scope of Services;

“Prohibited Act”

means: (A) directly or indirectly offering, promising or giving any person a financial or other advantage to: (i) induce that person to perform improperly a relevant function or activity; or (ii) reward that person for improper performance of a relevant function or activity; (B) directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Terms; and / or (C) committing any offence under Anti-Bribery Laws, legislation creating offences concerning fraudulent acts and / or at common law concerning fraudulent acts relating to these Terms or our Services;

“Stake(s)”, “Staked”, “Staking”

refers to the act of locking up an amount of Cryptoassets in order to use our Services and receive rewards;

“Termination Date”

means the date on which termination takes effect and our Services are no longer provided in accordance with clause 10;

“Virus”

means any viruses, bugs, vulnerabilities, glitches, weaknesses, spyware, malware, adware or other harmful or deleterious programs, material, code and / or software; and

“Website”

refers to our website, https://www.xprv.io

1.2 References to clauses and Schedules are to the clauses of and Schedules to these Terms. The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes the Schedules. Clause and Schedule paragraph headings shall not affect the interpretation of these Terms.

1.3 A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other document or agreement as amended or varied in accordance with its terms from time to time. A reference to a “party” shall include that party's personal representatives, successors and permitted assigns. A reference to “writing” or “written” includes email but not faxes.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular, and a reference to one gender shall include a reference to the other genders.

1.5 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.6 Any words following the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7 A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts and subordinate legislation for the time being in force made under it.

1.8 References to “Personal Data”, “Process”, “Processing”, “Data Controller” and “Data Processor” have the meanings set out in, and will be interpreted in accordance with, Data Protection Laws.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

 2. OUR Services

2.1 From the Commencement Date, we will provide you with software that enables you to Stake Cryptoassets and use reasonable skill, care and diligence to maintain that software (our “Services”).

2.2 We do not provide the following services under these Terms:

2.2.1 custody of Cryptoassets;

2.2.2 investment advice, and the fact that we provide our Services in no way indicates an endorsement of any Cryptoassets as an investment;

2.2.3 any form of suitability assessment of Cryptoassets as a potential investment; and

2.2.4 brokerage, crypto exchange services or management of Cryptoassets.

 3. Eligibility for Services

3.1 By agreeing to these Terms and / or using our Services, you at all times represent and warrant that you:

3.1.1 are eligible under Applicable Law to agree to these Terms and use our Services, including:

3.1.1.1 if you are a body corporate, you are duly organised and validly existing under the laws your jurisdiction, and have full power, authority and right to bind yourself to these Terms and to receive our Services, including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations;

3.1.1.2 if you are an individual, you meet any age, residency, legal capacity, competency and all other requirements to bind yourself to these Terms and to receive our Services, including as regards performing all actions and obligations under these Terms, which therefore constitute valid and legally binding obligations; and

3.1.1.3 in any event are not a citizen or resident of, or a legal entity in, (i) any country that prohibits dealing in Cryptoassets; or (ii) any country or territory which appears on the sanctions lists of the Office of Foreign Assets Control of the U.S. Department of Treasury (“OFAC”), United Nations Security Council (“UNSC”), Her Majesty’s Treasury (“HMT”) or any other relevant sanctions list.

3.1.2 understand the inherent risks associated with cryptographic systems and their usage and have an understanding of public/private key cryptography, native cryptographic tokens, blockchain-based software systems, as well as cryptoassets generally. A non-exhaustive illustrative list of potential risks is set out at Schedule 1;

3.1.3 have sufficient access to computers, internet and software as may be required to use our Services; and

3.1.4 can afford to lose all of your investment as Staking (and generally dealing in) Cryptoassets involves a high degree of risk.

3.2 You must only use our Services where you have independently (or with the assistance of an independent advisor) determined that our Services are appropriate for your requirements.

3.3 In the event that you are not or for any reason you cease to be eligible for our Services, you must immediately inform us using a method of communication in accordance with clause 14.

 4. your anti-money laundering obligations

4.1 You will at all times before and whilst using our Services:

4.1.1 provide us any information we may request for the purposes of verifying your identity (including that of any of your beneficial owners if applicable) and performing any check required in relation to prevention of money laundering, terrorist financing, fraud, or any other financial crime, and permit us to keep a record of such information. This includes completing any verification procedures and customer identity checks that we may require in relation to our Services.

4.1.2 authorise us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity or to protect you and/or us against fraud or other financial crime, and to take any action we reasonably deem necessary based on the results of such inquiries.

4.2 You acknowledge that your access to our Services may be altered, on an ongoing basis, as a result of the information provided under this clause 4.

4.3 You acknowledge that in carrying out inquiries, your personal information may be disclosed by us to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full. This is an identity check only and should have no adverse effect on your credit rating.

 5. YOUR general obligations

5.1 You acknowledge and agree that you are solely responsible for all use you make of our Services.

5.2 You agree that you will:

5.2.1 be fully responsible for all custody and safekeeping of (i) your Cryptoassets; and (ii) your Private Key(s);

5.2.2 allow us to maintain our Services and any related software as required;

5.2.3 not use our Services in connection with any cryptoassets other than the Cryptoassets we support;

5.2.4 not provide any lien, charge or other security interest in Staked Cryptoassets where this could interfere with the provision of our Services or the operation of these Terms generally;

5.2.5 not interfere with or disrupt the provision of any of our Services to any other person, or otherwise use any of our Services in a way that interferes with anyone else’s use of our Services;

5.2.6 comply with all Applicable Laws you are subject to, and not further any criminal or fraudulent activity nor impersonate any other person;

5.2.7 not breach the rights of any person (including, but not limited to rights of privacy and intellectual property rights);

5.2.8 not republish, redistribute or re-transmit any software or information provided in relation to our Services, or otherwise copy or store such software or information, other than for the purpose of your use of our Services as permitted by these Terms and as may occur incidentally in the normal course of such use;

5.2.9 not attempt to circumvent the security of or interfere with the proper working of our Services or any server on which they are hosted, or otherwise introduce, or permit the introduction of, any Virus into any software used in relation to our Services;

5.2.10 not use our Services in a way that might damage our name or reputation or that of any of our affiliates;

5.2.11 only use our Services as permitted by these Terms; and

5.2.12 pay the fees set out in Schedule 2, as well as any other fees, taxes or costs imposed by third parties other than us (which may include (i) transaction fees and (ii) any taxes, assessments, duties and other governmental charges), and, to the extent that we pay these on your behalf, you shall indemnify us for the resulting loss incurred on request.

 6. Addition and withdrawal of Cryptoassets

6.1 There may be pre-conditions to Staking all or certain Cryptoassets, and these may be imposed as a consequence of the operation of the protocol or as imposed by us for our own risk management purposes. We will notify you of any such restriction prior to your addition of the relevant Cryptoassets to Staking using our Services, and you agree to abide by them.

6.2 You may request a complete or partial return of your Staked Cryptoassets at any time. Upon receipt of your withdrawal request we will use all reasonable endeavours to send you the requested Staked Cryptoassets promptly, subject to any requirements of the relevant protocol which may delay this process. Once Cryptoassets are withdrawn from our Services, we do not any accept any liability or responsibility in relation to them.

 7. Personal information

7.1 You will provide us with all information required for us to provide our Services in accordance with these Terms. If you do not provide information requested by us, then we may be unable to provide all or any of our Services.

7.2 We may share information concerning you, including personal information: (i) with our professional service providers (including, but not limited to, auditors, attorneys and advisors) to the extent necessary to conduct ordinary business operations; (ii) with appropriate regulatory and government authorities, and / or (iii) as otherwise required by Applicable Law or a court of competent jurisdiction.

7.3 Further information on how we Processes personal data and complies with Data Protection Laws is available at https://www.xprv.io/terms-of-use

 8. OUR liability

8.1 Nothing in this clause 8 or any other provision of these Terms shall limit or exclude our liability:

8.1.1 for death or personal injury caused by our negligence;

8.1.2 for fraud and / or fraudulent misrepresentation; and / or

8.1.3 for any other liability that, by Applicable Law, may not be limited or excluded.

8.2 We are not liable for any loss (regardless of whether that loss is foreseeable and / or consequential) as a result of:

8.2.1 one or more of the risks set out at Schedule 1 materialising;

8.2.2 your use of our Services in relation to any asset or thing other than the Cryptoassets we support;

8.2.3 anything we state you are responsible for under these Terms;

8.2.4 your breach of any provision of these Terms;

8.2.5 Cryptoassets being lost as a result of a determination of the Cryptoasset’s protocol, so long as we have taken commercially reasonable steps to prevent this loss;

8.2.6 your use of our Services in any way which results in a breach of Applicable Law;

8.2.7 us exercising any of our rights under these Terms, including any right to suspend or terminate provision of our Services; and / or

8.2.8 events outside of our reasonable control.

8.3 We are not responsible for any loss to any Authorised Person in their personal capacity, and any calculation of loss shall be by reference to loss caused to you only.

8.4 Although we will take all reasonable care to ensure all electronic communications and attachments we sends to the you are free from any known Virus, we will not be responsible for any loss or damage resulting from any attack by a third party on our systems, any Virus or any other malicious or technologically harmful material that may infect your computer equipment, computer programs, data or other material due to your use of our Services. You also acknowledge and accepts the risks inherent in communicating by email, particularly of its unauthorised interception and of its not reaching the intended recipient.

8.5 To the extent that we may be deemed by any Applicable Law to owe you any fiduciary duties or to be in a fiduciary relationship, we explicitly exclude and reject any such duty or relationship to the extent permitted by Applicable Law. We also do not provide, nor accept responsibility for, legal, tax or accounting advice.

8.6 We are in no event liable for any losses, including any loss of Cryptoassets, other than where caused directly and reasonably foreseeably by our negligence (and in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses). We shall be under no obligation to inquire into, and shall not be liable for, any losses incurred by you or any other person as a result of the maintenance, transfer, receipt or delivery of fraudulent, defective or otherwise impaired Cryptoassets.

8.7 Our total liability for losses under these Terms shall not exceed the fees paid by you to us under these Terms and is strictly limited to losses that were reasonably foreseeable. Losses are foreseeable where they could be contemplated by both parties as at the time they enter into these Terms.

 9. YOUR liability

9.1 You agree to indemnify us for:

9.1.1 actual, reasonable legal costs and expenses directly related to any regulatory inquiry, legal action, litigation, dispute or investigation, whether such situations occur or are anticipated, that relate to you, any Authorised Person(s) and any custodian used by you in relation to these Terms; and / or

9.1.2 any loss directly resulting from breach of any of the provisions of these Terms by you, any Authorised Person(s), and / or any custodian used by you in relation to these Terms.

9.2 For the avoidance of doubt, the indemnity in clause 9.1 is not limited by the fact that the relevant loss is the result of any action or omission of any Authorised Person(s) or any custodian used by you in relation to these Terms.

 10. Suspension and termination

10.1 Either party may terminate the agreement under these Terms:

10.1.1 for convenience at any time on 30 days' notice to the other party, by providing notice in writing in accordance with clause 14;

10.1.2 immediately if the other party is in material breach of these Terms and fails to remedy the same (if capable of remedy) within 15 days of being required to do so;

10.1.3 (if the other party is a body corporate) immediately if the other party is unable to pay the other party’s debts as they fall due or a petition for winding up is presented or the other party shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation), or the other party enters into an arrangement with the other party’s creditors generally, or an administrator, an examiner or any equivalent is appointed over the other party’s assets, or the other party has a receiver appointed over all or any part of the other party’s assets, or the other party suffers any execution over such assets; and / or

10.1.4 (if the other party is you and you are an individual) immediately if you are unable to pay your debts as they fall due, or you are declared bankrupt, or a creditor issues a bankruptcy petition against you, you enter into an arrangement with your creditors generally, or a trustee in bankruptcy is appointed, or you die.

10.2 We may suspend our Services and / or terminate these Terms with immediate effect where:

10.2.1 you cease to be eligible to receive our Services in accordance with clause 3;

10.2.2 we are of the reasonable opinion that we are required to do so by or to avoid a breach of Applicable Law, any court and / or by other authority to which we and / or you are subject in any jurisdiction;

10.2.3 we suspect that any information provided by you is materially incomplete, inaccurate or misleading, or that you are otherwise acting in breach of these Terms;

10.2.4 we have concerns about the security of your Cryptoassets or we suspect our Services are being used in a fraudulent or unauthorised way;

10.2.5 we suspect you of money laundering, terrorist financing, fraud, dealing with the proceeds of crime or any other financial crime or unlawful conduct;

10.2.6 your use of our Services is subject to any (pending) litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your use of our Services;

10.2.7 you abuse promotions which we may offer from time to time; and / or

10.2.8 an event occurs which is outside of our reasonable knowledge and control which impacts our Services.

10.3 We may also suspend provision of our Services in order to update and / or maintain the infrastructure and / or validation software used in providing our Services.

10.4 You may also terminate these Terms in the event of a change to its provisions in accordance with clauses 13.2 or 13.3.

10.5 On the Termination Date, you cease to be able to use or have any right to our Services. In addition, you must pay all outstanding fees owed to us and will not receive a refund for any fees paid in relation to Services received up to the Termination Date.

 11. Intellectual property

11.1 We license, but do not sell, our Services and any related software or provided information (including the dashboard, documents, text, graphics, photographs and other images, videos, sound, trademarks and logos (all together, “Information”)) to you for your own personal use.

11.2 We and our licensors (if any) are at all times the owner of all intellectual property relating to our Services and any related software or provided Information. Nothing in these Terms gives you any rights in respect of any intellectual property owned by us or its licensors (if any) and you do not acquire any ownership rights by using or receiving any software or any provided Information in relation to our Services.

11.3 You shall not, except as may be allowed by Applicable Law which is incapable of exclusion by agreement between the parties:

11.3.1 except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any software and / or Information used and / or provided in relation to the Services in any form or media or by any means;

11.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of any software and / or Information used and / or provided in relation to our Services;

11.3.3 access all or any part of our Services, including any software and / or Information used and / provided in relation to our Services, in order to build a product or service which competes with our Services;

11.3.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make our Services, and any software and / or Information provided in relation to our Services, available to any third party; and / or

11.3.5 attempt to obtain, or assist third parties in obtaining, access to our Services (including any software and / or Information provided in relation to our Services) other than as permitted by these Terms.

11.4 Software may contain code, commonly referred to as open source software, which is distributed under any of the many known variations of open source licence terms, including terms which allow the free distribution and modification of the relevant software’s source code and/or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, “Open Source Software”). To the extent that our Services or related software use or contain any Open Source Software, that element only is licensed to you under the relevant licence terms of the applicable third party licensor (“Open Source Licence Terms”) and not under the provisions of these Terms, and you accept and agree to be bound by such Open Source Licence Terms. A reference to the source code for any Open Source Software contained in any software used to deliver our Services and the relevant Open Source Licence Terms will be made available to you upon request.

12. Confidentiality

12.1 Each party agrees to keep Confidential Information received from the other party in connection with the negotiation or performance of the obligations under these Terms confidential and use it solely in connection with the performance of these Terms.

12.2 The provisions of clause 12.1 shall not apply to the extent that the relevant Confidential Information held by a party is:

12.2.1 lawfully obtained after the date of these Terms otherwise than directly or indirectly from the other party to these Terms and, is to the knowledge of the obtaining party, free of any duty of confidentiality;

12.2.2 in that party's possession or in the public domain other than as a result of a breach of this clause 12;

12.2.3 required to be disclosed by that party pursuant to a statutory or regulatory obligation or court order (provided it gives the other party prior written notice of the intention or obligation to make the disclosure, to the extent permitted by Applicable Law, and is disclosed only for that purpose);

12.2.4 disclosed to that party's or that party's group's employees, agents, sub-contractors, professional advisors or auditors under terms of confidentiality and for reasonable purposes related to the performance of these Terms;

12.2.5 disclosed with the other party's prior written consent; and / or

12.2.6 (in the case of Confidential Information held by us only) disclosed to a third party service provider, where such disclosure is required or desirable in order for us to fulfil our regulatory or contractual obligations in relation to these Terms and the relevant third party is subject to obligations of confidentiality.

12.3 The confidentiality obligations set out in this clause 12 shall apply until a period of 1 year after the Termination Date.

12.4 Upon termination or expiration of this Agreement, or at any time at the request of either party, the parties shall promptly return or destroy (or, in the case of electronic versions, permanently erase to the extent technologically feasible) all Confidential Information of the requesting party and any and all records, notes, and other written, printed, electronic or tangible materials containing Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) in their possession or under their control.

12.5 Notwithstanding clause 12.4, the parties (a) shall not be required to delete or destroy any electronic back-up files that have been created solely by the automatic or routine archiving and back-up procedures of the parties, to the extent created and retained in a manner consistent with its or their standard archiving and back-up procedures, and (b) shall be entitled to retain one copy of the Confidential Information to the extent necessary, and solely for purposes of assessing and enforcing its obligations and rights under this Agreement or as may be required to comply with legal or regulatory requirements, provided that in each such case, any such retained Confidential Information shall remain subject to the restrictions and other obligations pursuant to this Agreement.

13. Changes

13.1 We reserve the right to make changes to any aspect of our Services and / or to these Terms which are:

13.1.1 to reflect changes to Applicable Law, or to reflect a court decision, including as regards the way we and / or our Services are taxed (including the requirement to pay any government or regulatory levy);

13.1.2 to reflect changes required by any regulatory and / or tax authority or industry guidance or codes of practice;

13.1.3 to reflect changes in the way Cryptoassets, cryptoassets generally and / or the way the cryptoasset markets work;

13.1.4 for reasons of ensuring security;

13.1.5 to reflect changes to the manner in which our Services are provided, where this does not impact the characteristics or level of service you receive;

13.1.6 to reflect changes to the fees applicable to our Services which have not yet been provided, so long as reasonable advance notice is provided of these changes in accordance with clause 13.2;

13.1.7 as a result of circumstances beyond our reasonable control meaning that it has become impossible or impractical, in our reasonable opinion, to carry out any of the provisions of these Terms;

13.1.8 to reflect improvements to our Services; and / or

13.1.9 to make the provisions of these Terms easier to understand.

13.2 We will notify you of any changes via our Website. You will be treated as accepting any change that we make to these Terms unless you tell us that you do not agree to the change, in which case you can end your agreement with us under these Terms without charge by giving us notice at any time before the date the change comes into effect.

13.3 If you do not agree with any change to these Terms, then you must notify us immediately by emailing us at contact@xprv.io. We will deem any such notification termination of these Terms.

13.4 In certain circumstances, we may have to make changes without giving you prior notice, for example because of changes to Applicable Law or regulation, changes required by any regulatory or tax authority or industry guidance or codes of practice, changes in the way Cryptoassets work, or changes otherwise beyond our reasonable control. Where this is the case, and the changes are not simply improvements to our Services, we will give you appropriate opportunity to terminate your agreement with us under these Terms on a forward-looking basis without penalty.

14. Communications

14.1 Communications between the parties shall be in English. Should we receive a communication which purports to be from you, we are entitled, but not obliged, to rely on and conclusively presume that such communication or instruction has been given by you.

14.2 We shall have no obligation to accept or otherwise act upon or respond to any instruction and / or communication made by any person who is not an Authorised Person. We will, however, be entitled to act on the instructions of a person should we believe in good faith that that person is intended to be an Authorised Person and we have received appropriate confirmation to this effect. The parties will agree in advance who may add or remove persons to / from the list of Authorised Persons.

14.3 We are entitled to rely upon any instruction received from, or reasonably believed by us to be from, any Authorised Person(s), whether or not they have actual authority to give instructions. Any communication by us to any Authorised Person shall be deemed a communication to the you. In the event that someone is no longer an Authorised Person, we must be informed immediately. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the instructions of someone who is no longer an Authorised Person.

14.4 Any act or omission of any Authorised Person in relation to these Terms, shall be deemed an act or omission of the you directly. All Authorised Persons may only enjoy any rights granted under these Terms solely to the extent they do so in their capacity as agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Persons approved by you act in accordance with your obligations set out in these Terms, and any reference in these Terms to an obligation applying to you includes an obligation on you to ensure that all Authorised Persons comply with such obligation.

14.5 You may contact us by email to contact @xprv.io. Communication by email will be deemed received on the earlier of the time at which it is accessed or 2 Business Days after receipt (except as regards email to us, if there is a bounce-back stating the communication has not been delivered, the communication shall be deemed not sent).

15. Records

15.1 Without limitation to any duties imposed by Applicable Law, each party shall:

15.1.1 maintain accurate and up to date records sufficient to evidence its compliance with its obligations under these Terms;

15.1.2 on reasonable advance notice in writing from the other, permit the other to obtain a copy of such records in such form as it reasonably requests; and

15.1.3 retain such records for until at least the longer of six years after the Termination Date or as required by Applicable Law.

16. Tax evasion and bribery

16.1 You will ensure using your best endeavours that neither you nor any person acting on your behalf in connection with these Terms shall, by any act or omission, commit, cause, facilitate or contribute to the commission by any person of a tax evasion offence or facilitation of a tax evasion offence. For these purposes, a tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax, and tax includes duties and social security contributions.

16.2 You will, and will take reasonable steps to ensure that your agents and delegates (if applicable) will:

16.2.1 not do or omit to do any act or thing which constitutes or may constitute a Prohibited Act;

16.2.2 without prejudice to clause 16.2.1 not do or omit to do any act or thing which causes or may cause us to be guilty of an offence under the Bribery Act 2010 (or would or may do so if we were unable to prove that we had in place Adequate Procedures designed to prevent persons associated with us from undertaking such conduct);

16.2.3 have, and comply with, Adequate Procedures (to the extent relevant); and

16.2.4 from time to time, at our reasonable request, confirm in writing that you have complied with this clause 16 as relevant, and provide information as reasonably requested by us in support of such compliance.

16.3 You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations in relation to this clause 16, and on you becoming aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of requirement set out in this clause 16.

17. CONFLICTS OF INTEREST

17.1 We maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest. However, where these are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of our clients will be prevented, we shall disclose the relevant conflicts and the steps taken to mitigate against them.

18. General

18.1 You may not assign, transfer, charge or create third party interests over any of your rights or responsibilities in relation to these Terms, nor may you agree to do any of the same, without our prior written consent (such consent may be withheld at our sole discretion).

18.2 We may delegate the provision of any aspects of our Services, so long as we take due skill and care in selecting and overseeing our delegee.

18.3 Each of the provisions of these Terms are separate, severable and enforceable. If any provision of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Terms and this will not affect the remainder of these Terms which will continue in full force and effect.

18.4 No waiver or variation of any part of these Terms shall be effective unless in writing. No failure or delay by a party to exercise any right, power or remedy under these Terms shall operate as a waiver or variation of that right, or any other right, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy.

18.5 We shall be entitled to set off any amount owed to us by you for any reason whatsoever from time to time against any sum which we owe to you, and payment of the net amount shall discharge both sums due.

18.6 The provisions of these Terms constitute the entire agreement between the parties to them and supersede any prior agreement or arrangement in respect of their subject matter and:

18.6.1 neither party has entered into these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out in these Terms;

18.6.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into these Terms and which is expressly set out in these Terms will be for breach of contract; and

18.6.3 nothing in these Terms will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

18.7 Except as set out in these Terms, we do not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any information provided regarding our Services and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on such information.

18.8 Except for the fact that Authorised Persons shall have the right to provide instructions to us on your behalf in accordance with clauses 14, the parties do not intend that the provisions of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 (the "1999 Act") or otherwise by any person not a party to them. Notwithstanding any provision of these Terms, the consent of any custodian used by you in relation to these Terms, any Authorised Person or any other third party is not required for any variation (including any release or compromise of any liability) or termination of these Terms.

18.9 Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

18.10 These Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales, subject to any mandatory provisions of the Applicable Law of your place of residence. The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms, including in relation to any non-contractual obligations.

18.11 These Terms shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms.

18.12 These Terms take effect and bind the parties to them with effect from the Commencement Date.

Schedule 1

Risks

STAKING CRYPTOASSETS INVOLVES A HIGH DEGREE OF RISK. SET OUT BELOW IS AN OVERVIEW OF SOME OF THESE RISKS, HOWEVER THIS LIST IS NOT EXHAUSTIVE AND YOU MUST ONLY USE OUR SERVICES AFTER TAKING AN INDEPENDENT ASSESSMENT OF THE POTENTIAL RISKS INVOLVED. IN USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT THE INHERENT RISKS INVOLVED.

1. The cryptoasset industry is nascent and investing into Cryptoassets is a high-risk investment. Risks include but are not limited to: hacking, fraud, glitches, malfunctions, breakdown, abandonment of Cryptoassets, volatility, information asymmetry, illiquidity, general economic risks, and unanticipated changes. Advances in cryptography, or technical advances such as the development of quantum computing, could present risks to Cryptoassets by rendering ineffective the cryptographic consensus mechanism that underpins Cryptoassets. We are not responsible for the operation of Cryptoassets generally.

2. Fluctuations in the price of Cryptoassets could materially and adversely affect the value generated by Staking. Even if you have more of a Cryptoassets as a result of Staking, the overall value of your holding may decrease as a result of a decrease in the value of that Cryptoasset more generally. The prices of cryptoassets have historically been subject to dramatic fluctuations and are highly volatile, and the market price of Cryptoassets may also be highly volatile. Several factors may influence the market price, if any, of Cryptoassets, including, but not limited to: (i) the ability (if any) of Cryptoassets to trade on a secondary market; (ii) global cryptoasset supply; (iii) global cryptoasset demand; (iv)general expectations with respect to the rate of inflation, interest rates and exchange rates; (iv) changes in the software, software requirements or hardware requirements underlying Cryptoassets; (v) changes in the rights, obligations, incentives, or rewards for holders of Cryptoassets; (vi) interruptions in service from or failures of major cryptoasset exchanges on which Cryptoassets are traded; (vii) investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in cryptoassets; (viii) monetary policies of governments, trade restrictions, currency devaluations and revaluations; (ix) regulatory measures, if any, that affect the use of cryptoassets and changes in Applicable Law; (x) global or regional political, economic or financial events and situations; and (xi) expectations among participants that the value of cryptoassets will soon change. A decrease in the price of a single cryptoasset may cause volatility in the entire cryptoasset industry and may affect other cryptoassets. Such volatility in the price of Cryptoassets may result in significant, including total, loss over a short period of time which we are not responsible for.

3. We neither own nor control the underlying software protocols which govern the operation of Staking and Cryptoassets, and in addition there could be unforeseen Viruses in the software on which Cryptoassets rely which results in you loosing Cryptoassets. We are not responsible for the operation of the underlying protocols and software and are not responsible for their functionality, security, or ongoing availability.

4. There may be further changes in the future to the blockchain protocols and software on which Cryptoassets rely which we may, at our sole discretion, choose not to support through our Services (for example, if there is a fork of a supported protocol leading to the creation of a new cryptoasset, we reserve the right at our sole discretion to determine whether we will provide Services in relation to the new cryptoasset). We are not be liable for any loss as a result of such decision

5. Hackers or other malicious groups or organizations may attempt to interfere with Cryptoassets in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. We are not responsible for any loss as a consequence of such an attack. Set out below are some illustrative examples of some of the ways in which a blockchain protocol can be attacked:

5.1 Sybil attacks: this involves creating multiple (Sybil) identities would theoretically allow for malicious attackers to gain a disproportionately large influence over the blockchain.

5.2 The 51% attack: this is the ability to control an overwhelmingly large amount (at least 51%) of power in a decentralized system, which then grants the attacker the ability to manipulate data.

5.3 Byzantine faults: these are faults caused by nodes to deliver supply chain graph data either by being unavailable or having an incorrect data response.

5.4 Eclipse attack: this is isolating a node or a multitude of them from the blockchain network by having all outbound connections reach malicious nodes.

5.5 Hostage data attacks: this is where a malicious node refuses to deliver certain graph data in order to extort data owners for additional Cryptoassets.

6. A Private Key (or combination of Private Keys), is necessary to control and dispose of Cryptoassets. Accordingly, your loss of requisite Private Key(s) associated with your digital wallet or vault storing Cryptoassets will result in loss of such Cryptoassets which we are not responsible for. Moreover, any third party that gains access to such Private Key(s), including by gaining access to the login credentials of a hosted wallet service you use, may be able to misappropriate your Cryptoassets. Any errors or malfunctions caused by or otherwise related to the wallet you choose to receive and store Cryptoassets, including your own failure to properly maintain or use such wallet, may also result in the loss of your Cryptoassets which we are not responsible for.

7. Where you interact with other software providers you accept that there may be additional risks in relation to such other software, that it your responsibility to assess the suitability and appropriateness of any such software and any loss caused by such use is not our responsibility.

8. The size of any reward from Staking may be variable and dependent upon a number of factors, including how much total Cryptoassets are Staked. We are not responsible for guaranteeing any particular Reward from using our Services.

9. It is possible to lose Cryptoassets as a result of Staking. If you Stakes Cryptoassets and the Staking software goes offline, you will lose some Cryptoassets. If you Stake Cryptoassets and the Staking software vouches for an invalid transaction, you will lose substantially more Cryptoassets.

10. As Cryptoassets and the technology that underpins them is still developing, there is a risk of loss due to simple human error. For example, if you input incorrect information when sending an instruction, there is a risk that the relevant Cryptoasset will be lost and not be recoverable. You accept responsibility for ensuring that all information supplied by you in connection with our Services is correct and complete.

11. Regulation of Cryptoasset is rapidly evolving. Regulation varies significantly between different jurisdictions and is subject to uncertainty. Regulators may in the future adopt laws, regulations, guidance or other actions that may severely impact our Services and / or reduce the value of Cryptoassets. For example, regulators could determine that Cryptoassets are a financial instrument requiring some form of registration, authorisation or other licencing, and we have the right, at our sole discretion, to limit / cease providing Services within the jurisdiction of such regulators, and shall not be liable for any loss as a result of such decision.

12. We will not to our knowledge provide you with any Virus, however you accept that the nature of our Services means that there is a risk of software containing a Virus. As such, by using our Services you agree to act reasonably in performing your own checks for potential Viruses and to provide us with reasonable assistance in identifying and remedying any Virus. To the extent that you interact with software provided by or on behalf of a third party, you accept that we cannot check such software for Viruses and as such we take responsibility for checking any such software.

13. Please note that there may be other risks in addition to those outlined above in relation to holding or participating in Cryptoassets and / or the Services, and there may be further risks that arise in the future.

Schedule 2

Fees

Ours fees are inclusive of any value added (or any other) tax (if applicable), and automatically deducted by us from the rewards generated by you use of our Services.