Terms and Condition
GENERAL TERMS AND CONDITIONS
for users acquiring XCT tokens
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
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
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.
1.1 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.
(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
(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
(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
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
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
(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
(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
4.3 XCT token smart contract address will be published in due time prior to
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
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
xCrypt to enable exchange of XCT tokens on as many exchanges as
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
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.
6.1 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
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
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
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
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
(n) Unanticipated risks
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
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.
7.1 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).
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
(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
(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,
(f) have a deep understanding of the functionality, usage, storage of
cryptographic tokens, smart contracts, and blockchain-based
(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
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.
9.1 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
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
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
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
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.
11.1 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
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.
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
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
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.
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
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
(c) 3rd party identification services providers for fraud prevention
(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
xCrypt will not provide your personal information to any other
xCrypt Ecosystem users without your consent or direction.
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.
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
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
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.
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
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.
15.1 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
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.
16.1 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
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
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
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
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
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.