Effective as of 1 June 2024 

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Please carefully review these Node Sale Terms and Conditions (referred to as the "Terms") before buying an ERC-721 token needed to run one or more checker (validator) nodes (the "Nodes") on the Wirex Pay payment blockchain ("Wirex Pay"). By agreeing to the terms and purchasing one or more Nodes, or accessing or using a Node in any way, you acknowledge that you have read, comprehended, and agreed to all the terms and conditions outlined in these Terms. The details of the Node sale displayed on the website before purchasing a Node, including but not limited to the price and details of the Nodes and tiers, shall be incorporated into these Terms. Any mention of "Company," "we," "our," or similar terms refers to Wirex Pay Chain Limited. 

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Eligibility Requirements 

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To qualify for purchasing, accessing, or using a Node, you must meet the following criteria: 

(a) You must be at least eighteen (18) years old, or of legal age to enter into binding agreements in your country of residence.  

(b) You must not be, nor represent, an entity or individual that: (i) is defined as a "U.S. person" under Rule 902 of Regulation S, (ii) is subject to sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, or any other relevant authority, (iii) is listed on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security, or (iv) is located, organized, or residing in a country or territory subject to economic sanctions by the US, EU, or UN (each referred to as a "Restricted Person").  

(c) You must successfully complete know-your-customer (KYC) checks to the satisfaction of the Company or its appointed third-party KYC provider, in compliance with relevant anti-money laundering (AML) and counter-terrorist financing (CTF) regulations. This includes providing personal details such as your legal name, date of birth, address, and a copy of government-issued identification (e.g., passport or driver’s license). 

If you are unable or unwilling to complete KYC checks as per AML and CTF regulations, or if you are a Restricted Person or below the age of majority in your country, the Company reserves the right to cancel your Node purchase and refund your payment without further obligations to you. 

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Lock-Up Terms 

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Upon receiving the Nodes, each Node will be under a strict, programmed restriction against transfers, sales, and dispositions until the 12-month anniversary of the Wirex Pay token generation event (the “Transfer Restrictions”). After this period, you may freely transfer and dispose of the Nodes at your discretion as they will be fully released from the Transfer Restrictions. Note that the Nodes can still be used for checker (validator) activities securing the Wirex Pay payment chain during this lock-up period. 

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Intellectual Property 

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All intellectual property rights owned by us, including but not limited to any works of authorship, trademarks, features, or functionality, are the property of us, our affiliates, licensors, or other providers of such material and are protected by applicable laws. “Wirex Pay” and all related names, logos, product and service names, designs, and slogans are trademarks of us or our affiliates or licensors. You may not use these marks without our prior written consent, and we reserve all rights. 

 

Prohibited Activities  

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You may only use the Nodes for lawful purposes and in compliance with these Terms. You agree to use the Nodes at your own risk and not to engage in any activities that violate applicable laws, regulations, or these Terms, nor to encourage others to do so. Specifically, you agree not to: 

(a) Compromise the technical performance of the Nodes or Wirex Pay, circumvent security features, or disrupt their functioning; 

(b) Access unauthorized data or accounts; 

(c) Disable or bypass security systems; 

(d) Test the Nodes or Wirex Pay for vulnerabilities without prior written authorization; 

(e) Interfere with service to any Node operator, host, or network, including by submitting malware or causing disruptions; 

(f) Forge any part of email or posting headers; 

(g) Provide false or misleading information to Wirex Pay; 

(h) Attempt to compromise the security or proper functioning of the Nodes or Wirex Pay; 

(i) Disassemble, decompile, reverse engineer, or discover source code; 

(j) Introduce malicious code, viruses, or other harmful programs; 

(k) Use the Nodes or Wirex Pay to infringe on third-party intellectual property rights; 

(l) Engage in illegal activities, including those violating any laws, regulations, or sanctions; 

(m) Conduct defamatory, threatening, or harassing activities, or activities that may cause harm or liability; 

(n) Allow third parties to engage in the above activities. 

For the avoidance of doubt, the restrictions set forth in this Section are in addition to, and in no way limit, any other restrictions or obligations applicable to you set forth in these Terms. 

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Risks 

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You acknowledge that the Nodes and Wirex Pay utilize experimental and innovative technology, which carries a significant level of risk. There are various reasons why the Nodes or Wirex Pay might unexpectedly fail, potentially resulting in the complete loss of your Node, Wirex Pay tokens or other crypto assets stored on Wirex Pay. By using the Nodes and Wirex Pay, you accept all associated risks and expressly release the Company from any liability, claims, causes of action, or damages related to your use of the Nodes and Wirex Pay. 

You recognize the potential operational challenges with the Nodes and Wirex Pay, such as cyber-attacks, unexpected spikes in transaction volume, or other technical issues that could interrupt your use. You accept the risk of failure due to unforeseen or heightened technical difficulties, including cyber-attacks, and agree not to hold the Company liable for any resulting losses. 

You understand that Wirex Pay is still under development as of the date of your purchase of the Nodes, and there is a possibility that Wirex Pay may not launch at all. You agree that the Company is not liable for any Nodes, Wirex Pay tokens or other crypto assets you receive, transfer, hold, stake, lose, or otherwise use in connection with the Nodes or Wirex Pay. 

Legal and regulatory requirements for using the Nodes may differ by jurisdiction. You acknowledge that it is your responsibility to assess the legality of using the Nodes in your jurisdiction. The Company is not responsible for determining which laws and regulations apply to you or your use of the Nodes. 

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Disclaimer of Warranties   

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You acknowledge that using the Nodes and Wirex Pay is entirely at your own risk. The Nodes, Wirex Pay, and all associated software, information, content, materials, and products provided to you through these services are supplied by the Company on an "as is" and "as available" basis. 

To the maximum extent allowed by law, the Company disclaims all types of warranties, whether express, implied, statutory, or otherwise. This includes, without limitation, any warranties of merchantability, non-infringement, fitness for a particular purpose, and any warranties that may arise from dealings, performance, or trade practices. Furthermore, the Company and its affiliates do not guarantee that the Nodes, Wirex Pay, or any electronic communications from the Company about these services will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that these services will be free from viruses or other harmful components, or that they will meet your specific needs or expectations. 

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Limitation of Liability  

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To the maximum extent allowed by law, the Company or any associate parties shall not be liable for any type of damages, regardless of the legal theory, that arise from or are related to these Terms or the use of the Nodes or Wirex Pay. This includes, but is not limited to, indirect, special, incidental, consequential, exemplary, or punitive damages, such as personal injury, pain and suffering, emotional distress, reduction in value, loss of revenue, loss of profits, loss of business opportunities or expected savings, loss of use, loss of goodwill, or loss of data. This holds true whether the cause is tort (including negligence), breach of contract, or any other reason, even if such damages were foreseeable. 

Furthermore, the Company's total liability in connection with these Terms or related to the Nodes or Wirex Pay shall not exceed one hundred United States dollars ($100.00). These exclusions and limitations of damages are essential aspects of the agreement between you and the Company. 

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Indemnification 

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You agree, at your own cost, to indemnify, defend, and hold harmless the Company and its affiliates, licensors, service providers, and their respective owners, members, agents, directors, officers, employees, contractors, licensors, suppliers, representatives, successors, and assigns (collectively referred to as "Company Parties") from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) resulting from your breach of these Terms, your violation of any laws or regulations, or your use of the Nodes. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully with the Company in asserting any available defences. 

In the event of a dispute with other users of the Nodes or third parties, you release the Company Parties from all claims, liabilities, damages, losses, costs, expenses, or fees of any kind arising from or related to such disputes.

 

Binding Individual Arbitration 

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The parties shall endeavor 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 defenses, with any opposing awards being offset. 

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. 

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General Provisions  

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Governing Law 

All issues concerning the Nodes, Wirex Pay, or these Terms, along with any associated Dispute, will be governed, interpreted, and enforced exclusively in accordance with the laws of the the British Virgin Islands. This will be done without regard to any conflict of law rules or principles that might result in the application of the laws of another jurisdiction. 

 

Electronic Communications and Notices 

By utilising the Nodes, you acknowledge and agree to receive electronic communications. The Company reserves the right to deliver notices and other communications to you through electronic means. Such communications shall be considered valid upon their transmission. 

 

Waivers 

To validate a waiver, it must be documented and signed by the Company. No waiver by the Company of any provision in these Terms will imply a continuous waiver of that provision or any other, and the failure to enforce a right or provision by the Company does not waive that right or provision. 

 

Cumulative Rights  

The parties' rights and remedies under these Terms are cumulative. Each party can exercise its rights and enforce its remedies under these Terms, as well as any other rights and remedies available at law, in equity, or otherwise. 

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Severability   

If a court of competent jurisdiction deems any provision of these Terms invalid, illegal, or unenforceable, the remaining provisions will remain valid and enforceable to the fullest extent permitted by law. 

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Force Majeure  

The Company is not liable for failure or delay due to conditions beyond its reasonable control, such as governmental action, acts of terrorism, natural disasters, labour conditions, power failures, equipment failures, or Internet or blockchain network disturbances. 

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Successors and Assigns

You cannot transfer or assign these Terms or any rights or obligations without the Company's consent. The Company reserves the right to transfer or assign these Terms and its rights and obligations without your consent. 

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Relationship of the Parties  

These Terms do not establish a partnership, joint venture, or similar relationship between you and the Company. 

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Third-Party Beneficiaries  

The Company's affiliates are to be considered third party beneficiaries to these Terms and may at their sole discretion assign any or all of such rights. 

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Amendments  

These Terms may be modified at any time without prior notice. The updated version will be posted on wirexpaychain.com, and your continued use of the Nodes signifies acceptance of the changes. 

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Entire Agreement  

These Terms constitute the entire agreement between you and the Company with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and negotiations, both written and oral regarding the subject matter. 

 

June 2024, Copyright: Wirex Pay Chain Limited