Last Updated: July 15, 2024 

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By accessing or using the Wirex Pay Chain website and services (collectively, the "Services"), including linking your digital wallet or otherwise using any portion of the Services, you agree to be bound by these terms and conditions ("Terms"). These Terms constitute a legally binding agreement between you (the user) and Wirex Pay Chain Limited ("Wirex Pay," "we," "us," or "our"). We may amend these Terms at any time, and such amendments will be effective immediately upon posting on our website. Your continued use of the Services constitutes your acceptance of any changes. If you do not agree with these Terms, your sole remedy is to discontinue use of the Services. 

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1. Definition 

1.1 "Digital Assets" refers to any digital blockchain assets that can be delegated through the Services, including the Wirex Pay Node.  

1.2 "Digital Wallet" refers to the software or device used to store Digital Assets.  

1.3 "Net Reward" means the total rewards minus any applicable Protocol Fees.  

1.4 "Rewards" refers to any node delegation rewards, block rewards, or transaction fees provided by the Supported Delegation Protocol.  

1.5 "Protocol Fees" are fees charged by the Supported Delegation Protocol.  

1.6 "Supported Asset" refers to any Digital Asset eligible for node delegation via the Services.  

1.7 "Supported Delegation Protocol" refers to the Wirex Pay node protocol or any other delegation protocol available through the Services. 

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2. Services  

2.1 The Services. We provide a user interface for users to connect to Supported Delegation Protocols for delegating Supported Assets. The Services are provided on a non-custodial basis, meaning Wirex Pay does not hold or manage your assets at any time. We offer a front-end interface for you to interact with the Supported Delegation Protocols.  

2.2 License to Access the Services. We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Services for delegating Supported Assets.  

2.3 Blockchain Events. You acknowledge that the Supported Delegation Protocols are independent and may modify their protocols, which could impact your Net Rewards, Supported Assets, and access to the Services.  

2.4 Delegation and Undelegation. Certain protocols may require your Digital Assets to be delegated for a period. You must request undelegation before transferring or selling delegated assets, and undelegation periods are only estimates. We will notify you when the process is complete.  

2.5 Changes to the Services. We reserve the right to modify the Services, including adding, deleting, or changing features, and to discontinue any part of the Services without notice. We are not responsible for any loss of value of your Digital Assets or Net Rewards due to such changes or Blockchain Events. 

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3. Rewards; Fees  

3.1 Rewards. Your use of the Services may result in Net Rewards, which will be transferred to or claimable from the Digital Wallet used for delegation. Rewards may be issued in the same denomination as the Supported Assets. You are responsible for the security of your wallet and the proper use of its address. Rewards are subject to Protocol Restrictions and may be delayed or restricted.  

3.2 Fees. We may charge a service fee for granting you access to and use of the Services.  

3.3 No Guarantee of Rewards. There is no guarantee that you will receive any rewards. Reward rates are estimates and may change. We do not guarantee any specific amount of Net Rewards. 

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4. Termination  

4.1 Termination. We may terminate or suspend your access to the Services if you breach these Terms or if required by law. Termination is a non-exclusive remedy, and we may pursue additional remedies.  

4.2 Effects of Termination. Upon termination, your access to the Services will cease, and additional tasks related to the termination may be required. We are not obligated to perform these tasks.  

4.3 Survival. Sections related to Fees, Effects of Termination, Intellectual Property, Disclaimer, Limitation of Liability, and Indemnification will survive termination of these Terms. 

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5. Intellectual Property  

5.1 Ownership. We retain all rights, title, and interest in the Services and Website, including all intellectual property rights.  

5.2 No Other Rights. Except for the limited license granted to you, we do not grant any rights to our intellectual property.  

5.3 No Reverse Engineering; Restrictions. You agree not to reverse engineer, copy, modify, or use the Services or Website to build a competitive product or for any unlawful purpose. 

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6. Your Representations, Warranties, and Covenants; Acknowledgment of Risks  

6.1 Your Representations and Warranties. You represent and warrant that you have the authority to enter into these Terms, comply with applicable laws, own the Supported Assets, and understand the risks associated with using the Services.  

6.2 Acknowledgment of Risk. You acknowledge the inherent risks in using blockchain-based systems and delegation protocols, including the potential for loss of assets, regulatory changes, and technical issues. 

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7. Disclaimer  

The Services and Website are provided "as is" and "as available" without any warranties. We disclaim all express, implied, or statutory warranties, including non-infringement, merchantability, and fitness for a particular purpose. 

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8. Limitation of Liability  

To the maximum extent permitted by law, we are not liable for any indirect, incidental, consequential, or punitive damages, or any loss of profits or data. 

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9. Indemnification  

You agree to indemnify, defend, and hold harmless Wirex Pay, its affiliates, officers, directors, employees, agents, licensors, and suppliers (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:  

a) Your breach of these Terms or any documents they incorporate by reference;  

b) Your misuse of the Services;  

c) Your violation of any applicable law, rule, or regulation;  

d) Any content or information you submit, post, or transmit through the Services;  

e) Your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right;  

f) Any claim that your use of the Services caused damage to a third party;  

g) Any transactions you conduct or attempt to conduct using the Services;  

h) Your failure to secure your Digital Wallet or any loss of Digital Assets;  

i) Your failure to pay any taxes or report any income associated with your use of the Services or any rewards received.  

This indemnification obligation will survive the termination or expiration of these Terms and your use of the Services. Wirex Pay reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any such matter without the prior written consent of Wirex Pay. Wirex Pay will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it. 

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10. Miscellaneous  

10.1 Governing Law. These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the British Virgin Islands.  

10.2 Severability. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. If the unenforceable or invalid provision cannot be so modified, it shall be severed from these Terms without affecting the validity or enforceability of any other provision.  

10.3 Waiver. No waiver of any right under these Terms will be of any effect or binding upon anyone unless such waiver is in writing and is signed by an authorized representative of the party so waiving such right. No delay or failure of any party in exercising any right hereunder and no partial or single exercise of any such right will be deemed of itself to constitute a waiver of such right or other rights hereunder.  

10.4 No Third-Party Beneficiaries. The provisions hereof are solely for the benefit of the parties and are not intended to, and will not be construed to, confer a right or benefit on any other person.  

10.5 Assignment. You may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Wirex Pay's prior written consent. Any attempted assignment, transfer, or delegation without such consent shall be null and void. Wirex Pay may freely assign, transfer, or delegate these Terms or any rights or obligations hereunder without notice or your consent.  

10.6 Force Majeure. Wirex Pay shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. In the event of a force majeure occurrence, Wirex Pay shall use reasonable efforts to notify you and to resume performance as soon as reasonably possible.  

10.7 External Sites and Third-Party Content. The Services may contain links to third-party websites or resources. You acknowledge and agree that Wirex Pay is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Wirex Pay of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. 

10.8 Binding Individual Arbitration. The parties shall endeavour to resolve any and all disputes arising from or relating to these Terms, whether factual or legal, in good faith. These Terms, along with any disputes or claims related to the Services or the Website, shall be governed by the laws of the British Virgin Islands and construed accordingly. Should any dispute remain unresolved after good faith efforts, either party may refer it to final, binding arbitration under the rules of the British Virgin Islands International Arbitration Centre ("BVIIAC"), effective at the time the arbitration notice is submitted. The law governing this arbitration clause shall be the laws of the British Virgin Islands, with the arbitration taking place in the British Virgin Islands, conducted in English, and decided by a single arbitrator. Disputes arising from or related to these Terms are strictly between you and us and will be resolved exclusively through individual arbitration, prohibiting any class or representative proceedings, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.  

In any dispute, the arbitrator shall award the prevailing party reasonable costs and attorneys’ fees incurred for the successful aspects of its claims or defences, with any opposing awards being offset.  

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Any significant breach of these Terms by you may result in irreparable harm to the Company, for which legal remedies are inadequate. Consequently, the Company has the right to seek specific performance or injunctive relief for such breaches. This does not prevent the Company from seeking such relief from a court with appropriate jurisdiction.