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xCrypt

GENERAL TERMS AND CONDITIONS

for users acquiring XCT tokens

May 2019

READ THESE TERMS AND CONDITIONS (ìTermsî) CAREFULLY BEFORE

USING THE SERVICES DESCRIBED HEREIN. BY UTILIZING THE WEBSITE

LOCATED AT https://xCrypt.club (ìWebsiteî) AND PRODUCTS OFFERED

THEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS

AND CONDITIONS AND THAT YOU AGREE TO BE BOUND BY THEM. IF

YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS

AGREEMENT, YOU ARE NOT AN AUTHORIZED USER OF THESE SERVICES

AND YOU SHOULD NOT USE THIS WEBSITE NOR ITS PRODUCTS. YOU

MAY BE REFERRED TO YOU OR THE ENTITY YOU REPRESENT.

xCrypt LTD. (ìxCryptî) RESERVES THE RIGHT TO CHANGE,

MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS AT ANY TIME

FOR ANY REASON. WE SUGGEST THAT YOU REVIEW THESE TERMS

PERIODICALLY FOR CHANGES. SUCH CHANGES SHALL BE EFFECTIVE

IMMEDIATELY UPON POSTING. YOU ACKNOWLEDGE THAT BY

ACCESSING OUR WEBSITE AFTER WE HAVE POSTED CHANGES TO

THESE TERMS, YOU ARE AGREEING TO THE MODIFIED TERMS. IN

PARTICULAR, xCrypt IS LIKELY TO CHANGE THESE TERMS AFTER

THE DEVELOPMENT OF THE PRODUCTS IN THE xCrypt ECOSYSTEM

AND THEIR PUBLIC RELEASE. THESE TERMS ARE MOSTLY FOCUSED ON

THE DISTRIBUTION OF xCrypt TOKENS.

THIS DOCUMENT OR ANY OTHER DOCUMENT, PRODUCED AND SIGNED

BY xCrypt, DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO

SELL SHARES OR SECURITIES IN xCrypt OR THE WEBSITE OR THE

PRODUCTS OFFERED THERETO. NONE OF THE INFORMATION OR

ANALYSES PRESENTED ARE INTENDED TO FORM THE BASIS FOR ANY

INVESTMENT DECISION, AND NO SPECIFIC RECOMMENDATIONS ARE

INTENDED, AND xCrypt SERVICES AND THE WEBSITE OR THE

PRODUCTS ARE NOT, DO NOT OFFER AND SHALL NOT BE CONSTRUED

AS INVESTMENT OR INVESTMENT ADVICE OR FINANCIAL PRODUCTS,

BUT AS SOFTWARE. ACCORDINGLY, THIS DOCUMENT DOES NOT

CONSTITUTE INVESTMENT ADVICE OR COUNSEL OR SOLICITATION FOR 

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INVESTMENT IN ANY SECURITY AND SHALL NOT BE CONSTRUED IN

THAT WAY. THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF,

AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR

SUBSCRIPTION OF, OR ANY INVITATION TO OFFER TO BUY OR

SUBSCRIBE FOR, ANY SECURITIES.

ACQUISITION OF CRYPTOGRAPHIC TOKENS FROM xCrypt DOES

NOT PRESENT AN EXCHANGE OF CRYPTOCURRENCIES FOR ANY FORM

OF ORDINARY SHARES IN xCrypt OR THE WEBSITE, AND HOLDER

OF ANY CRYPTOGRAPHIC TOKENS, ISSUED BY xCrypt IS NOT

ENTITLED TO ANY GUARANTEED FORM OF DIVIDEND OR OTHER

REVENUE RIGHT. HOLDERS OF xCrypt CRYPTOGRAPHIC TOKENS

ARE ONLY ENTITLED TO THE USE OF xCrypt PRODUCTS AND

xCrypt SOFTWARE AND CERTAIN OTHER RIGHTS WITHIN

xCrypt IN ACCORDANCE WITH THE TERMS SET OUT HEREIN.

xCrypt CRYPTOGRAPHIC TOKENS ARE AVAILABLE TO USERS IN

EXCHANGE FOR CERTAIN OTHER CRYPTOGRAPHIC TOKENS AND FIAT

CURRENCY.

xCrypt EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR

ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND

WHATSOEVER ARISING DIRECTLY OR INDIRECTLY FROM: (I) RELIANCE

ON ANY INFORMATION CONTAINED IN THIS DOCUMENT, (II) ANY

ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III)

ANY ACTION RESULTING THEREFROM, (IV) USAGE OR ACQUISITION OF

PRODUCTS, AVAILABLE THROUGH THE WEBSITE.

1. TERMS

1.1 The following terms shall have for the purposes of these General terms and

conditions the following meanings.

(a) Auditors shall have the meaning, set out in paragraph 3.6.

(b) BTC or Bitcoin shall mean the digital currency and payment

system using peer-to-peer transactions verified by network nodes

and recording in a public distributed ledger called the blockchain.

(c) xCrypt or We means xCrypt Ltd., a for-profit company

incorporated in Estonia for indefinite time in accordance with the

laws of Estonia, for the purpose of developing xCrypt Ecosystem

and its products.

(d) xCrypt IP shall have the meaning, set out in paragraph 13.1.

(e) Digital Asset are tokens, available in particular public blockchain

network, in this case Ether and Bitcoin. 

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(f) ETH or Ether shall mean value token of the Ethereum

blockchain called ether.

(g) Ethereum shall mean an open-source, public, blockchain-based

distributed computing platform featuring smart contract

(scripting) functionality.

(h) European Economic Area or EEA shall mean all EU countries

and in addition Iceland, Liechtenstein and Norway.

(i) Hard Cap shall have the meaning, set out in paragraph 5.2.

(j) Project shall have the meaning, set out in section 3.

(k) Restricted Areas shall have the meaning, set out in 7.1.

(l) Terms means these General Terms and Conditions.

(m) Third-party Wallet is a solution, enabling users to store their

Digital Assets and XCTs.

(n) Total XCT Number shall have the meaning, set out in paragraph

5.2.

(o) VATî means value added tax of relevant jurisdiction, if applicable.

(p) Website shall mean https://www.xCrypt.club

(q) XCT Ecosystem or Ecosystem means Ethereum blockchain and

cryptographic token XCT based xCrypt decentralized

investment ecosystem, which inter alia includes such products as

XCTFund platform, XCTStore, XCTInvestment, XCTExchange.

XCTVote and XCTTrader.

(r) XCT means xCrypt Token.

2. ABOUT xCrypt

2.1 xCrypt Ltd is a for-profit company (O‹), established under the laws of

Estonia, with its seat in Tallinn, Estonia. The founder and the board

member of xCrypt Ltd is Andronie Loren Minel, who is a co-founder and CEO

of the xCrypt Project.

2.2 xCrypt is a special purpose organisation, incorporated for indefinite

time for the purposes of developing the Project, as defined herein, and

providing service and operational support for the Project.

2.3 xCrypt uses all of its funds and revenues for the development and

running of the Project. xCrypt may to its best knowledge and diligence

allocate funds, received through distribution as set out in section 5, for the

purposes of xCrypt, mainly development of the Project and operating 

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costs of xCrypt. xCrypt may engage subcontractors to partially or

entirely develop, execute and deploy the Project.

2.4 Users understand that by acquiring XCT tokens they have no right or

interested in xCrypt and its governance.

2.5 xCrypt reserves its right to nominate more board members or directors

should it establish that would be beneficial to xCrypt and the Project.

3. THE PROJECT

3.1 xCrypt has been established for the development, managing and

running off the xCrypt Ecosystem and its products. At the time of

drafting and publishing of these Terms, xCrypt has already developed a

product demonstration and an alpha version has already been published. It

is understood that all features, set out herein, have not yet been developed

and will at first not be available to XCT holders.

3.2 xCrypt offers a number of products, which are published on the Website.

xCrypt products can be changed and altered from time to time, and

these Terms should apply to all of them, unless it is stated otherwise in

these Terms, on the Website or in the documentation, accompanying

particular product. These Terms apply also to xCrypt products, offered,

launched or made public after publication of these Terms.

3.3 xCrypt Ecosystem is developed and run on public Ethereum network.

3.4 xCrypt Ecosystem main products will be XCTFund platform, XCTStore,

XCTInvestment, XCTExchange. XCTVote, XCTTrader, and possibly various

others, all accessible through the Website.

3.5 Users understand and accept that the Project is currently in development

phase and that still requires substantial development works. Due to

unforeseeable material conceptual, technical and commercial changes

before the final release, or any time after the release of the xCrypt

platform, user understands and accepts that an upgrade of xCrypt

platform and/or XCT tokens may be required and that, if User decides not

to participate in such upgrade, he may no longer use his XCTs and that non-upgraded XCTs may lose their functionality in full.

3.6 XCT source code has been audited by consulting firm-

https://www.consultingaudit.com/ (Auditors), which have been chosen and

appointed by xCrypt as independent advisors and instructed to verify

the source code and identify any security risks. The Auditors have

confirmed that to the best of their knowledge XCT source code has been

diligently drafted and no material weaknesses or security risks have been

identified. 

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4. XCT STRUCTURE AND PERTAINING HOLDERSí RIGHTS

4.1 XCT will be ERC20 compatible Ethereum token.

4.2 The XCT token is at the core of the xCrypt Ecosystem, and is the main

value driver that will enable all primary activities and transactions on the

platform, namely:

(a) The XCT token is fully integrated in the xCrypt Ecosystem and

the participation in all components of the Ecosystem will be done

exclusively with XCT tokens.

(b) XCT token holders can propose their own investment suggestions

in the XCTFund and vote on propositions made by other

participants.

(c) XCT token holders can create their own crowds, raise capital for

their specific investment funds and issue designated crowd tokens

for their crowd on the Ecosystem exchange (XCTExchange).

(d) XCT token holders can participate and invest in these crowds as

follows - investors will transfer their XCT tokens in the crowd and

receive in exchange the designated crowd token. If the selected

crowds capital raise is successful, investors will utilise the crowds

token and start managing the newly formed crowd fund. If the

crowd does not raise the required capital, all XCT tokens will be

returned to investors. All crowd tokens will be listed on the

Ecosystem exchange where investors can trade them.

(e) XCT token holders can participate in the decisions making process

of which crypto assets should be added next in the xCrypt

Ecosystem.

4.3 XCT token smart contract address will be published in due time prior to

XCT distribution.

4.4 XCT carries no rights, express or implied, other than those, set out herein,

if xCrypt successfully completes and deploys the xCrypt. In

particular, XCT holders shall not have any influence in the governance of

xCrypt, and XCT do not represent or constitute any ownership right or

stake, share or security or equivalent rights or any right to receive future

revenue shares, or any other form of participation in or relating to

xCrypt.

4.5 XCT tokens are designed to be exchangeable on cryptographic token

exchanges. Although our goal is to list XCT tokens on all major exchanges,

xCrypt cannot give such warranties, but undertakes on best effort basis

to do everything that is reasonable possible and within the powers of 

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xCrypt to enable exchange of XCT tokens on as many exchanges as

possible.

5. xCrypt TOKEN (XCT) DISTRIBUTION

5.1 Contributions, given to xCrypt in exchange for XCTs shall be considered

as financial contribution. Contribution can be only done in Digital Assets,

in this case Ether and Bitcoin. Failure to follow the instructions on the

Website may limit, delay, or prevent a user from donating. Users

understand and accept that the they make a contribution into a smart

contract system on Ethereum and receive XCTs in exchange.

5.2 Token distribution is taken place on Website at

https://www.ico.xCrypt.club. The overall amount of offered XCTs is limited

to the distributions hard cap of $8,000,000. In case the hard cap is not

reached, the smart contract will cease issuing new tokens after 31st August

2019. A total number of XCTs issued will therefore only be known after the

end of distribution in accordance with paragraphs 5.5(b) and 5.5(c) (Total

XCT Numbers). The distributed XCT will represent the entirety of the

available liquid token supply. The website will show amounts of XCT tokens

sold in real time (in USD equivalent), as well as the amount of ETH and

BTC contributions.

5.3 xCrypt reserves a right to emergency stop functionality to stop the

distribution process. Use of this functionality shall remain in discretion of

xCrypt and shall only be used in limited situations, such as, but not

limited to: i) serious security issue detected, ii) excessive number of XCTs

sold threatening the network as a whole, iii) serious network performance

issue, depriving all users of equal treatment, iv) any type of material attack

on the XCTs, xCrypt Ecosystem or Ethereum network.

5.4 The funds raised from the XCT distribution will be used exclusively for the

development and running of the Project, as defined above.

6. RISKS

6.1 You understand that Digital Assets, XCT, blockchain technology,

Ethereum, Ether, Bitcoin and other associated and related technologies are

new and untested and outside of xCrypt exclusive control and adverse

changes in market forces or the technology, broadly construed, will excuse

xCrypt performance under this agreement.

6.2 In addition to the above, you also acknowledge that you have been warned

of the following risks, associated with the Website, the Digital Assets, the

XCTs and other relevant technologies mentioned herein.

(a) Legal risks regarding securities regulations

There is a risk that in some jurisdictions the XCTs and other

Digital Assets might be considered to be a security, or that it might

be considered to be a security in the future. xCrypt does not give

warranties or guarantees that XCT tokens are not a security in all

jurisdictions. Each user of XCT tokens shall bear its own legal or

financial consequences of XCT tokens being considered a security

in their respective jurisdiction.

Every user is bound to check if acquisition and disposal of XCT

tokens is legal in its jurisdiction, and by accepting these Terms

each user undertakes not to use XCT tokens should their use not

be legal in the relevant jurisdiction.

Acquiring cryptographic tokens in possession and exchanging them

for other cryptographic tokens will most likely continue to be

scrutinised by various regulatory bodies around the world, which

has so far given mixed reactions and regulatory impact. The legal

ability of xCrypt to provide XCT tokens in some jurisdictions

may be eliminated by future regulation or legal actions. In the

event, it turns out with a high degree certainty that XCT tokens

are not legal in certain jurisdiction, xCrypt will either a) cease

operations in that jurisdiction, or b) adjust XCT tokens in a way to

comply with the regulation should that be possible and viable.

(b) Risks associated with Ethereum

XCT tokens are based on Ethereum. As such, any malfunction,

unintended function or unexpected functioning of the Ethereum

protocol may cause the XCT tokens to malfunction or function in an

unexpected or unintended manner. Ether, the native unit of

account of the Ethereum may itself lose value in ways similar to

XCT tokens, and also other ways. More information about the

Ethereum is available at http://www.ethereum.org

(c) Risks associated with users credentials 

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Any third party that gains access to the users login credentials for

the Website, the platform or private keys may be able to dispose of

the users Digital Assets and XCTs. To minimise this risk, the

purchaser should guard against unauthorised access to their

electronic devices. xCrypt also provides advanced security

techniques, such as two-factor authentication.

(d) Risk of unfavourable regulatory action in one or more jurisdictions

Blockchain technologies have been the subject of scrutiny by

various regulatory bodies around the world. The functioning of the

Ethereum network and associated blockchains and Digital Assets

and XCT tokens could be impacted by one or more regulatory

inquiries or actions, including but not limited to restrictions on the

use or possession of digital tokens like XCT tokens, which could

impede or limit their existence, permissibility of their use and

possession, and their value.

(e) Risk of theft and hacking

Hackers or other groups or organisations may attempt to interfere

with your Third-party Wallet, the Website or the availability of

XCT tokens and Digital Assets in any number of ways, including

without limitation denial of service attacks, Sybil attacks, spoofing,

surfing, malware attacks, or consensus-based attacks.

(f) Risk of security weaknesses in the Website, Ecosystem and XCT

tokens source code or any associated software and/or infrastructure

There is a risk that the Website and XCT tokens may

unintentionally include weaknesses or bugs in the source code

interfering with the use of or causing the loss of XCT tokens.

(g) Risk of weaknesses or exploitable breakthroughs in the field of

cryptography

Advances in cryptography, or technical advances such as the

development of quantum computers, could present risks to

cryptocurrencies, Ethereum, XCT tokens, xCrypt Ecosystem,

which could result in the theft or loss of XCT tokens.

(h) Risk of mining attacks

As with other decentralized cryptocurrencies, the Ethereum

blockchain, which is used for the XCT tokens, is susceptible to

mining attacks, including but not limited to double-spend attacks,

majority mining power attacks, selfish-mining attacks, and race

condition attacks. Any successful attacks present a risk to the XCT

tokens, expected proper execution and sequencing of XCT tokens,

and expected proper execution and sequencing of Ethereum

contract computations in general. Despite the efforts of xCrypt

and Ethereum Foundation, the risk of known or novel mining 

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attacks exists. Mining Attacks, as described above, may also target

other blockchain networks, with which the XCT tokens interact

with and consequently the XCT tokens may be impacted also in

that way to the extent, described above.

(i) Risk of low or no liquidity

Even though there are currently online service available, which

enable possibility of exchange of cryptographic tokens between

themselves, and also, some of them enable exchange of

cryptographic tokens for fiat money, there are no warranties and/or

guarantees given that XCT tokens will be listed or made available

for exchange for other cryptographic tokens and/or fiat money, and

no guarantees are given whatsoever with the capacity (volume) of

such potential exchange. It shall be explicitly cautioned, that such

exchange, if any, might be subject to poorly-understood regulatory

oversight, and xCrypt does not give any warranties in regard to

any exchange services providers. Users might be exposed to fraud

and failure. User may not at any given time be able to acquire or

dispose of its XCT tokens due to lack of liquidity.

(j) Risk of loss of value

Value of XCT tokens may fluctuate and their users might suffer

loss in value of such acquired tokens. There might be different

reasons that would cause unfavourable fluctuations of the value of

the XCT tokens.

(k) Risk of uninsured losses

XCT tokens are unlike bank accounts or accounts at some other

financial institutions entirely uninsured.

(l) Risk of malfunction in the Ethereum network or any other

blockchain

It is possible that the Ethereum network or any other network, to

which the XCT tokens are interacting with, malfunctions in an

unfavourable way, including but not limited to one that results in

the loss of XCT tokens

(m) Internet transmission risks

You acknowledge that there are risks associated with using the

Ecosystem and XCT tokens including, but not limited to, the failure

of hardware, software, and Internet connections. You acknowledge

that xCrypt shall not be responsible for any communication

failures, disruptions, errors, distortions or delays you may

experience when using the Website and XCT tokens, howsoever

caused.

(n) Unanticipated risks 

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Cryptocurrencies and blockchains are new and untested

technology. In addition to the risks set forth here, there are risks

that xCrypt cannot foresee and it is unreasonable to believe

that such risks could have been foreseeable. Risks may further

materialize as unanticipated.

(o) Insufficient interest in xCrypt Ecosystem and XCT tokens

It is possible that xCrypt Ecosystem or XCT will not be used by

a large number of individuals, businesses and other organisations

and that there will be limited public interest in the creation and

development of its functionalities. Such a lack of interest could

impact the development of xCrypt Ecosystem.

(p) XCT, as developed, may not meet your expectations

xCrypt is currently under development and may undergo

significant changes before release. Your expectations regarding the

form and functionality of the xCrypt and XCT tokens may not

be met upon release of new Website, deployment of xCrypt,

additional products and services for any number of reasons,

including a change in the design and implementation plans and

execution of the implementation of XCT.

(q) xCrypt Ecosystem or any of its product may never be completed

or released

xCrypt (the Project), described in section 3, may never be

released and operational, even though xCrypt will make

reasonable efforts to complete and deploy it.

6.3 The XCT tokens are provided as is. We and our affiliates and licensors

make no representations or warranties of any kind, whether express,

implied, statutory or otherwise regarding the XCT tokens, including any

warranty that the XCT tokens will be uninterrupted, error free or free of

harmful components, secure or not otherwise lost or damaged. Except to the

extent prohibited by law, we and our affiliates and licensors disclaim all

warranties, including any implied warranties of merchantability,

satisfactory quality, fitness for a particular purpose, non-infringement, or

quiet enjoyment, and any warranties arising out of any course of dealing or

usage of trade.

7. ELIGIBILITY

7.1 The Website, xCrypt and XCT tokens are not offered for use to natural

and legal persons, having their habitual residence or their seat of

incorporation in the following countries: i) the United States of America, ii)

People's Republic of China (Restricted Areas). 

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7.2 Natural and legal persons with their habitual residence or seat of

incorporation from the Restricted Areas shall not use the Website,

xCrypt and XCT tokens. None of the activities of xCrypt take place

in the Restricted Areas.

7.3 xCrypt reserves its right to decide in its own discretion to adopt

reasonable organisational and technical measures to assure that the

Website and XCT tokens are not available to persons from paragraph 7.1.

Due to the XCT tokens being offered on the Internet (meaning both the

world-wide web and the Ethereum blockchain) xCrypt and users

understand that there is a possibility that there might be a certain flow

back of XCT tokens to natural and legal persons with their habitual

residence or seat of incorporation located in the Restricted Areas.

xCrypt consequently explicitly prohibits persons from paragraph 7.1.

from using the XCT tokens. xCrypt shall not be held liable for any legal

or monetary consequence arising of such use. Such persons using XCT

tokens despite the prohibition shall on first request indemnify and hold

harmless xCrypt from any legal or monetary consequence arising of

they're breach of the terms as described in this paragraph 7.3. Any person,

matching the criteria from paragraph 7.1., shall immediately stop using

XCT tokens and leave the Website.

7.4 If you are registering to use xCrypt on behalf of a legal entity, you

represent and warrant that

(a) such legal entity is duly organised and validly existing under the

applicable laws of the jurisdiction of its organisation; and

(b) you are duly authorised by such legal entity to act on its behalf.

7.5 You further represent and warrant that you:

(a) are of legal age to form a binding contract (at least 18 years old in

most of the jurisdictions);

(b) have full power and authority to enter into this agreement and in

doing so will not violate any other agreement to which you are a

party;

(c) are not located in, under the control of, or a national or resident of

any Restricted Areas;

(d) have not been placed on any of the sanctions lists, published and

maintained by the United Nations, European Union, any EU

country, UK Treasury and US Office of Foreign Assets Control

(OFAC); and

(e) will not use the XCT tokens if any applicable laws in jurisdiction of

your habitual residence or incorporations prohibit you from doing

so in accordance with these Terms,

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(f) have a deep understanding of the functionality, usage, storage of

cryptographic tokens, smart contracts, and blockchain-based

software,

(g) have carefully reviewed the content of this document and have

understood and agreed with these Terms,

(h) will contribute Ether (ETH) or Bitcoin (BTC) from a Wallet or

Wallet service provider that technically supports the XCT token,

(i) you are not obtaining XCT tokens for the purpose of speculative

investment.

8. FINANCIAL REGULATION AND COOPERATION WITH LEGAL AUTHORITIES AND

AUTHORISED FINANCIAL INSTITUTIONS AND REGULATORS

8.1 The XCT tokens are unregulated. xCrypt is closely following changes to

legislation in the most relevant jurisdictions in the world and undertakes

to act accordingly, if regulatory changes impact operations of XCT tokens

and xCrypt. xCrypt is not a financial institution and is currently not

under supervision of any financial supervisory authority. xCrypt does

not provide any licensed financial services, such as investment services,

capital raising, fund management or investment advice. This XCT token

distribution is not a public offering of equity or debt and consequently does

not fall under the securities or any prospectus regulation.

8.2 This document or any other document, produced and signed by xCrypt,

as well as the Website, and any of their content does not constitute an offer

or solicitation to sell shares or securities.

8.3 None of the information or analyses presented are intended to form the

basis for any investment decision, and no specific recommendations are

intended, and xCrypt services and the Website are not, do not offer and

shall not be construed as investment or financial products.

8.4 xCrypt undertakes to cooperate with any governmental legal authority

or regulator or supervisory authority of any country, and also with all

authorised financial institutions.

9. LIABILITY

9.1 xCrypt and its affiliates and their respective officers, employees or

agents will in regard to the Website, xCrypt and XCT tokens not be

liable to you or anyone else for any damages of any kind, including, but not

limited to, direct, consequential, incidental, special or indirect damages

(including but not limited to lost profits, trading losses or damages that

result from use or loss of use of this Website, xCrypt and XCT tokens),

even if xCrypt has been advised of the possibility of such damages or 

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losses, including, without limitation, from the use or attempted use of XCT

tokens, the Website or the xCrypt.

9.2 Further, neither we nor any of our affiliates or licensors will be responsible

for any compensation, reimbursement, or damages arising in connection

with: (a) your inability to use the to the Website, xCrypt or XCT tokens,

including without limitation as a result of any termination or suspension of

the Ethereum network or this agreement, including as a result of power

outages, maintenance, defects, system failures or other interruptions; (b)

the cost of procurement of substitute goods or services; (c) any investments,

expenditures, or commitments by you in connection with this agreement or

your use of or access to the to the Website, xCrypt and XCT tokens; or

(d) any unauthorised access to, alteration of, or the deletion, destruction,

damage, loss or failure to store any data, including records, private key or

other credentials, associated with to the Website, xCrypt and XCT

tokens.

9.3 You waive your right to demand the return of any cryptographic tokens you

exchanged with us for the purpose of acquiring XCT tokens, including,

without limitation, a demand for specific performance.

9.4 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 claims, damages, losses, liabilities,

costs, and expenses (including reasonable attorney fees) arising out of or

relating to any third-party claim concerning this Agreement or your use of

the Website, xCrypt and XCT tokens contrary to these Terms. If we or

our affiliates are obligated to respond to a third-party subpoena or other

compulsory legal order or process described above, you will also reimburse

us for reasonable attorney fees, as well as our employees and contractors

time and materials spent responding to the third-party subpoena or other

compulsory legal order or process at reasonable hourly rates.

9.5 The information, software, products, and services included in or available

through the Website and xCrypt may include inaccuracies or

typographical errors. Changes are periodically added to the information

herein. xCrypt and/or its suppliers may make improvements and/or

changes in the Website and xCrypt at any time. xCrypt makes no

representations about the suitability, reliability, availability, timeliness,

and accuracy of the to the Website, xCrypt, XCT tokens, information,

software, products, services and related graphics contained on the Website

for any purpose. To the maximum extent permitted by applicable law, the

Website, xCrypt and XCT tokens, all such information, software,

products, services and related graphics are provided "as is" without

warranty or condition of any kind. xCrypt hereby disclaims all

warranties and conditions with regard to the Website, xCrypt, XCT

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tokens, information, software, products, services and related graphics,

including all implied warranties or conditions of merchantability, fitness

for a particular purpose, title and non-infringement.

9.6 You warrant to xCrypt that you will not use the Website, the xCrypt

or the XCT tokens for any purpose that is unlawful or prohibited by these

Terms. You may not use xCrypt or XCT tokens in any manner that could

damage, disable, overburden, or impair xCrypt, XCT tokens or the

Website.

10. SECURITY

10.1 You will implement reasonable and appropriate measures designed to

secure access to (i) any device associated with the email address associated

with your account, (ii) private keys required to access any relevant

Ethereum address, and (iii) your username, password and any other login

or identifying credentials.

10.2 In case you suspect a security breach in any of the above-mentioned, you

will inform us immediately so we can take all required and possible

measures to secure your account, the platform and systems as whole.

10.3 In the event that you are no longer in possession of any device associated

with your account or are not able to provide your login or identifying

credentials, we may, in our sole discretion, and only if we are able, grant

access to your account to any party providing additional credentials to us.

We explicitly reserve the right to determine the additional credentials

required, which may include, without limitation, a sworn, notarised

statement of identity.

11. PRIVACY

11.1 As a principle, xCrypt collects only what we need and will not share your

personal information with any third parties other than our identity

verification partner. Even within xCrypt, access to your personal

information is limited to a subset of employees who work on compliance and

identity verification matters. xCrypt is the only data controller and

processor.

11.2 You will provide to us, immediately upon our notice of request, information

that we, in our sole discretion, deem to be required to maintain compliance

with any law, regulation or policy. Such documents include, but are not

limited to, passports, drivers licenses, utility bills, photographs of you,

government identification cards, or sworn statements.

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11.3 xCrypt reserves its right to request documentation, described in

paragraph 11.1, prior to activating your account at any of xCrypt

services, and any services, available through the Website. xCrypt may

refuse you access to xCrypt services and Website should it have doubts

as to validity, authenticity and genuineness of the documents, provided by

you.

11.4 xCrypt collects information from running the Website and uses

information, provided to us by you. When you visit the Website, or use our

products, we collect information sent to us by your computer, mobile phone,

or other access device. This information may include your IP address, device

information including, but not limited to, identifier, name, and type,

operating system, mobile network information and standard web log

information, such as your browser type, and the pages you accessed on our

Website. When you use a location-enabled device with our Website and

products, we may collect geographical location data or use various means

to determine the location, such as sensor data from your device that may,

for instance, provide data on nearby cell towers and Wi-Fi access spots.

However, we will not release your personally-identifying information to any

third party without your consent, except as set forth herein.

11.5 When you access the Website, or use our products or services we (or a

service provider on our behalf) may place small data files called cookies on

your computer or other device. We use these technologies to recognise you

as our user; customise our Website and advertising; measure promotional

effectiveness and collect information about your computer or other access

device to mitigate risk, help prevent fraud, and promote trust and safety.

11.6 Throughout this policy, we use the term personal information to describe

information that can be associated with a specific person and can be used

to identify that person. We do not consider personal information to include

information that has been anonymised so that it does not identify a specific

user.

11.7 In principle we do not, but we may store and process your personal

information on our servers in the EU, where our facilities or our service

providers are located. We protect your information using physical,

technical, and administrative security measures to reduce the risks of loss,

misuse, unauthorised access, disclosure, and alteration. Some of the

safeguards we use are firewalls and data encryption, physical access

controls to our data centres, and information access authorisation controls.

We also authorise access to personal information only for those employees

who require it to fulfil their job responsibilities. All of our physical,

electronic, and procedural safeguards are designed to comply with

applicable laws and regulations. Data may from time to time be stored also

in other locations. 

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11.8 We are sometimes required to compare the personal information you

provide to third party databases in order to verify its accuracy and confirm

your identity. This allows us to comply with relevant anti-money

laundering regulations and know your customer regulations. We will not

sell or rent your personal information to third parties. We may combine

your information with information we collect from other companies and use

it to improve and personalise the Website and our products, as well as our

content and advertising. We may use your name and email address to

provide you with information about products or services that may be of

interest to you, but we will not use your personal information without

complying with applicable laws and, where appropriate, obtaining your

consent.

11.9 We reserve our right to share your personal information with:

(a) our banking partners (if you link a bank account, debit card, or

credit card to your account);

(b) companies that we plan to merge with or be acquired by (should

such a combination occur, we will require that the newly combined

entity follow these terms with respect to your personal information,

and you would as well receive prior notice of any change in

applicable policy);

(c) 3rd party identification services providers for fraud prevention

purposes;

(d) law enforcement, government officials, or other third parties when

i) we are compelled to do so by a subpoena, court order, or similar

legal procedure; or ii) we believe in good faith that the disclosure of

personal information is necessary to prevent physical harm or

financial loss, to report suspected illegal activity or to investigate

violations of our Terms;

(e) other third parties only with your prior consent or direction to do

so.

xCrypt will not provide your personal information to any other

xCrypt Ecosystem users without your consent or direction.

12. TAXES

12.1 All your factual and potential tax obligations are your concern and

xCrypt is not in any case and under no conditions bound to compensate

for your tax obligation or give you any advice related to tax issues, including

but not limited what kind of filing or reporting you need to do with the

competent tax authority, which taxes and to which extent you are obliged

to pay, which tax exemptions you are eligible to etc. 

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12.2 All fees and charges payable by you are exclusive of any taxes, and shall

certain taxes be applicable, they shall be added on top of the payable

amounts. Upon our request, you will provide us any information we

reasonably request to determine whether we are obligated to collect VAT

from you, including your VAT identification number. If any deduction or

withholding is required by law, you will notify us and will pay us any

additional amounts necessary to ensure that the net amount that we

receive, after any deduction and withholding, equals the amount we would

have received if no deduction or withholding had been required.

Additionally, you will provide us with documentation showing that the

withheld and deducted amounts have been paid to the relevant taxing

authority.

13. INTELLECTUAL PROPERTY

13.1 We retain all right, title and interest in all of our intellectual property,

including inventions, discoveries, processes, marks, methods, compositions,

formulae, techniques, all of our brand names, graphics, user interface

design, text, logos, images information and data (xCrypt IP), whether

or not patentable, copyrightable or protectable in trademark, and any

trademarks, copyrights or patents based thereon. You may not use any of

the xCrypt IP for any reason, except with our express, prior, written

consent.

13.2 In particular, we retain all intellectual property rights, mostly, but not

limited, to copyright, over the source code forming the Ecosystem and XCTs.

These Terms shall not be understood and interpreted in a way that they

would mean assignment of intellectual property rights, unless it is

explicitly defined so in these Terms.

13.3 You are being granted a non-exclusive, non-transferable, revocable license

to access and use the Website, the Ecosystem and the XCTs strictly in

accordance with these Terms. As a condition of your use of the Website, the

Ecosystem and the XCTs you warrant to xCrypt that you will not use

the Website, the Ecosystem or the XCTs for any purpose that is unlawful or

prohibited by these Terms. You may not use the XCTs or any other Digital

Assets in any manner that could damage, disable, overburden, or impair

the Website or the Ecosystem or interfere with any other party's use and

enjoyment of the Website, the Ecosystem, XCTs or any other products

offered thereto. You may not obtain or attempt to obtain any materials or

information through any means not intentionally made available or

provided for through the Website, the Ecosystem or XCTs or other services

provided thereto. Limitation to the transferability of license shall not be

understood in a way, that the users are not allowed to transfer XCTs and

they're Digital Assets to third parties.

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13.4 All content included on the Website, the Ecosystem, including XCTs, and

associated products and services, such as, but not limited to, text, graphics,

logos, images, source code, as well as the compilation thereof, and any

software used on the Website and the Ecosystem is the property of

xCrypt and protected by copyright, trademark and other laws that

protect intellectual property and proprietary rights. You agree to observe

and abide by all copyright and other proprietary notices, legends or other

restrictions contained in any such content and will not make any changes

thereto.

13.5 You will not modify, publish, transmit, reverse engineer, participate in the

transfer or sale, create derivative works, or in any way exploit any of the

xCrypt IP, in whole or in part, found on the Website, the Ecosystem,

within XCTs or associated products and services. xCrypt IP is not for

resale. Your use of the xCrypt IP does not entitle you to make any

unauthorised use of any xCrypt IP, and in particular you will not delete

or alter any proprietary rights or attribution notices in any xCrypt IP.

You will use xCrypt IP solely for your personal use, and will make no

other use of xCrypt IP without the express written permission of

xCrypt and the copyright owner. You agree that you do not acquire any

ownership rights in any xCrypt IP. We do not grant you any licenses,

express or implied, to the intellectual property of xCrypt except as

expressly authorised by these Terms.

14. ACCESS TO THE xCrypt ECOSYSTEM

14.1 The Ecosystem and the Website are provided without warranty of any kind,

either express or implied. We do not represent that the Website and the

Ecosystem will be available 100% of the time to meet your needs. In case of

interruptions we take all reasonable actions to provide you with access to

the Ecosystem as soon as possible, but there are no guarantees that Access

will not be interrupted, or that there will be no delays, failures, errors,

omissions or loss of transmitted information.

14.2 We may suspend use of the Website and the Ecosystem for maintenance.

xCrypt reserves the right, in its sole discretion, to terminate your Access

to the Website, the Ecosystem and its related services or any portion thereof

at any time, without notice, in particular due to legal grounds originating

in anti-money laundering and know your client regulation and procedures,

or any other relevant applicable regulation.

15. NOTICES

15.1 We may provide any notice to you under this Agreement by: (i) posting a

notice on the Website; or (ii) sending an email to the email address then

associated with your account. Notices we provide by posting on the Website 

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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. 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 or read the email.

15.2 To give us notice under this Agreement, you must contact us by email to

[email protected] We may update this email address for notices to us by

posting a notice on our Website. Notices to us will be effective one business

day after they are sent.

15.3 All communications and notices to be made or given pursuant to this

Agreement must be in the English language.

16. MISCELLANEOUS

16.1 Materials, such as Whitepaper, Development Road Map and others,

published in the Website or elsewhere, are not binding and do ñ unless

explicitly referred to herein ñ not form part of these Terms, and are of

descriptive nature only.

16.2 We do not permit individuals under the age of 18 to register with our

Website and use our products. If we become aware that a child under the

age of 18 has provided us with personal information, we will delete such

information from our files immediately and block its access to our Website

and products.

16.3 We and our affiliates will not be liable for any delay or failure to perform

any obligation under this Agreement where the delay or failure results from

any cause beyond our reasonable control, including acts of God, labor

disputes or other industrial disturbances, electrical, telecommunications,

hardware, software or other utility failures, earthquake, storms or other

elements of nature, blockages, embargoes, riots, acts or orders of

government, acts of terrorism, or war, changes in blockchain technology

(broadly construed), changes in the Ethereum or any other blockchain

protocols or any other force outside of our control.

16.4 We and you are independent contractors, and 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 parties products or

services. 

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16.5 These Terms do not create any third-party beneficiary rights in any

individual or entity.

16.6 You will not assign these Terms, or delegate or sublicense any of your rights

under these Terms, without our prior written consent. Any assignment or

transfer contrary to these Terms will be void. Subject to the foregoing, these

Terms will be binding upon, and inure to the benefit of the parties and their

respective successors and assigns.

16.7 The failure or omission by us to enforce any provision of these Terms 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

unequivocal and in writing to be effective.

16.8 Except as otherwise set forth herein, if any portion of these Terms is held

to be invalid or unenforceable, the remaining portions of these Terms will

remain in full force and effect. Any invalid or unenforceable portions will

be interpreted to affect the intent of the original portion. If such

construction is not possible, the invalid or unenforceable portion will be

severed from these Terms, but the rest of the Terms will remain in full force

and effect.

16.9 All disputes or claims arising out of or in connection with these Terms

including disputes relating to its validity, breach, termination or nullity,

and any disputes or claims arising out of or in connection with the use of

Website, xCrypt and XCT tokens shall be finally settled under the Rules

of Arbitration of the Arbitration Court of the Republic of Estonia Chamber

of Commerce and Industry by three arbitrators appointed in accordance

with the said Rules. The language to be used in the arbitral proceedings

shall be English.

16.10 Prior to filing any claims in accordance with paragraph 16.9, you undertake

to file such claim or request directly to xCrypt via e-mail at address

[email protected] You agree that you will not file any claims in accordance

with paragraph 16.10 earlier than 30 days after sending such claim or

request to xCrypt in accordance with this paragraph 16.10. Any claim,

filed with the arbitral tribunal contrary to the rules set out in this

paragraph 16.10, shall be rejected immediately by the tribunal as

premature.

16.11 These Terms represent the entire agreement between you and us regarding

the subject matter of these Terms, in particular use of the Website, The

xCrypt and XCT tokens. These Terms supersede all prior or

contemporaneous representations, understandings, agreements, or

communications between you and us, whether written or verbal, regarding

the subject matter of these Terms. We will not be bound by, and specifically

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object to, any term, condition or other provision which is different from or

in addition to the provisions of these Terms (whether or not it would

materially alter these Terms) and which is submitted by you in any order,

receipt, acceptance, confirmation, correspondence or other document.

16.12 These Terms are not boilerplate. If you disagree with any of them, believe

that any should not apply to you, or wish to negotiate these Terms, please

contact xCrypt via e-mail and immediately navigate away from the

Website and cease using xCrypt.