Terms and Conditions

Terms And Conditions

NON CUSTODIAL WALLET TERMS AND CONDITIONS

Last material update: 20 October 2020

1. INTRODUCTION

The CFX Quantum  non-custodial wallet (“CFXQ NCW” or “NCW”) (described below) is provided to you by CFX Quantum, a company incorporated under the laws of United Kingdom (together with its Affiliates, collectively referred to as “CFXQ”).

These terms and conditions (“Terms” or “T&Cs”) will apply to your use of the CFXQ NCW.

2. DEFINITIONS

“Affiliate” means a corporation directly or indirectly, controlling, controlled by or under direct or indirect common control with another corporation;

“Applicable Law” means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to this Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Business Day(s)” means any day except any Saturday, Sunday or public holiday which banking institutions are open for normal business activities in London.

“CFX Quantum” or “CFX Group” means CFX Quantum and its Affiliates.

“CFX Quantum App” means the CFX Quantum wallet web and mobile application.

“CFXQ NCW App” means the CFXQ NCW mobile application.

“CFXQ NCW Technology” has the meaning given to it in Section 10.

“Digital Asset” means any sort of cryptographic tokens, digital currencies, cryptocurrencies or virtual currencies.

“Force Majeure Event” means an event or failure which is beyond our reasonable control including (i) Acts of God, nature, court or government; (ii) failure or interruption in public or private telecommunication networks, Third-Party Blockchain Networks, communication channels or information systems; (iii) acts or omissions of acts of a party for whom we are not responsible; (iv) delay, failure or interruption in, or unavailability of, third party services and sites; (v) strikes, lockouts, labour disputes, wars, terrorist acts and riots; (vi) viruses, malware, other malicious computer codes or the hacking of any part of the CFXQ NCW and related applications or software;

“include/including” means to include without limitation;

“Instructions” means all information, instructions (including transfer of funds instructions), communications, orders or messages given to us by you via the CFXQ NCW App;

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“Recovery Phrase” means the locally encrypted private key randomly generated by CFXQ NCW App or by any third party non-custodial wallet application, which the user uses to import and recover his or her non-custodial wallet on a new device.

“Restricted Locations” means the countries or jurisdictions subject to prohibitions or restrictions on accessing or using the CFXQ NCW;

“Site” means the website at wallet.cfxquantum.com;

“Supported Cryptocurrency” means all the cryptocurrencies listed on the CFXQ NCW App, which may be updated with or without notice at our sole discretion from time to time;

“Taxes” means any taxes, duties or fees that incurred, or required to be collected, paid or withheld for any reason in connection with your use of the CFXQ NCW under any Applicable Law;

“Third-Party Blockchain Networks” has the meaning given to it in Section 3(c);

“Third Party Materials” has the meaning given to it in Section 11;

“we/us/our” means CFXQ; and

“you/your” means the user(s) of the CFXQ NCW.

3. THE CFXQ NCW

The CFXQ NCW provides the following services:

(a) import and recover an existing third party non-custodial wallet you own and control to your CFXQ NCW, and access to the Digital Assets stored therein;

(b) create a new CFXQ NCW, generate your NCW addresses and Recovery Phrase that you may use to import and recover your NCW on a new device; and

(c) enable you to authorize transfer of Supported Cryptocurrencies with the passcode, biometrics or two-factor authentication (collectively “Codes”) you set, facilitate the submission of Supported Cryptocurrencies transaction data to the relevant blockchain networks (“Third-Party Blockchain Networks”).

4. ONBOARDING

By signing up for the use of the CFXQ NCW, you represent and warrant that: – you are at least eighteen (18) years of age; – you have the full right, power, and authority to agree to these Terms; – you are not resident or a Tax resident of, and do not otherwise have any relevant connection with, any Restricted Locations; – you are not a resident or Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which entry into or performing your obligations under these Terms is unlawful or restricted in any way or requires licensing, registration or approval of any kind; – you are not impersonating any other person, operating under an alias or otherwise concealing your identity; you are not located in, under the control of, or a national, citizen or resident of any Restricted Locations; – you are not on any of the sanctions lists published and maintained by the United Nations, European Union, any EU country, UK Treasury or US Office of Foreign Assets Control (OFAC); – you will not use the CFXQ NCW if any applicable laws in your country prohibit you from doing so in accordance with these Terms; and – you are compliant with all Applicable Law requirements to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements.

In order to use the CFXQ NCW, you must successfully download the CFXQ NCW App and register for an NCW Account providing us with all satisfactory information and/or documents requested by us (including such information and/or documents as may be required by us for compliance with Applicable Law).

We are entitled, in our sole discretion, to refuse your application without providing any reason or explanation.

We may confidentially verify or carry out identity verification checks on you and the information you provide us with or obtain information on you ourselves or through third parties from secure databases. By agreeing to these Terms, you acknowledge that we or a third party on our behalf will carry out such verifications.

5. YOUR INFORMATION

You agree to, at all times, cooperate with all requests made by us or any of our third-party service providers on our behalf in connection with your use of the CFXQ NCW. We may require additional information or documents from you, which may include, but without limitation, identity or address proof, your tax identification number, or government-issued identification.

You hereby represent and warrant that any and all information provided to us, our Affiliates or any of our third-party service providers, is always and continue to be complete, accurate and up to date in all respects and that in the event that such information ceases to be complete, accurate and up-to-date, you shall provide us, our Affiliates and third-party service providers which such revised and updated information without delay. Failure to provide up to date information may result in your inability to or adversely affect your use of the CFXQ NCW. You undertake to indemnify us, our Affiliates and any third-party service providers for any and all losses and damage incurred as a result of your failure to provide complete, accurate and up to date information at any point during your use of the CFXQ NCW.

6. LIMITATION OF SERVICES / TERMINATION / ACCOUNT CLOSURE

To the extent permitted by Applicable Law, CFXQ may at any time and without liability to, terminate, suspend or limit your use or any functionality of the NCW or your NCW Account your NCW Account, under the following circumstances:

(a) in the event of any breach by you of these Terms; (b) for the purposes of complying with Applicable Laws or the prevention of criminal activities; (c) where CFXQ suspects that you conduct any fraudulent or unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) it transpires that you have provided false, inaccurate, incomplete or misleading information; you fail to provide the required information for the ongoing due diligence process; or (e) to remedy the effects of any defect in or compromise to any information system upon which the CFXQ relies on.

If you wish to suspend or terminate your access to and use of your CFXQ NCW, you may simply uninstall the CFXQ NCW App from your device. If you wish to disconnect your CFXQ NCW from the CFXQ Wallet App, you may simply do so through the functionality in either the CFXQ App or CFXQ Wallet Any suspension or termination of this Agreement shall not affect any rights and obligations accrued prior to such suspension or termination.

7. SECURITY

You are solely responsible and liable for keeping your NCW Account safe (including details relating to your Codes, NCW address and Recovery Phrase) to avoid loss of access to and/or control over your NCW Account. You are advised to maintain adequate security, measure, and control of your Codes, NCW address, Recovery Phrase and access to and use of your NCW Account. We will not be liable to you for any losses or damage resulting from any unauthorised access or use of your NCW Account.

CFXQ stores your NCW address but does not receive or store your Codes or Recovery Phrase. We therefore, cannot assist with your NCW Account details retrieval. Neither can we provide a replacement of your NCW address, Codes or Recovery Phrase. Furthermore, in the unfortunate event of your passing, if your legal administrator, successor or heir does not have your Codes or Recovery Phrase or access to your NCW, we are unable to grant such person’s access to your NCW. In such case, your NCW Account and the Supported Cryptocurrency Stored will become permanently inaccessible.

FAILURE TO KEEP YOUR NCW ACCOUNT SAFE OR REMEMBER YOUR NCW ACCOUNT DETAILS MAY RESULT IN YOUR NCW ACCOUNT BECOMING PERMANENTLY INACCESSIBLE OR THE PERMANENT LOSS OF THE SUPPORTED CRYPTOCURRENCY STORED IN YOUR NCW ACCOUNT.

You shall immediately notify us of any unauthorized use of your Codes, NCW address, Recovery Phrase, NCW Account, or any other breach of security by emailing us at [email protected].

8. DATA PROTECTION

By using the CFXQ NCW, you confirm that you have read and accepted our Privacy Notice and understand how we collect, use, disclose and share amongst ourselves your Personal Data and disclose such Personal Data to our authorised service providers and relevant third parties. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Notice, which is accessible at https://crypto.com/en/privacy.html.

9. ELECTRONIC COMMUNICATIONS

You shall accept full responsibility for the security and authenticity of all Instructions, and you shall be bound by all such Instructions. We shall be entitled to assume that all Instructions received from the email you provide, or your NCW Account are yours. We shall be under no obligation whatsoever to verify that such communications are in fact yours.

You are aware that Instructions and information transmitted via the CFXQ NCW App are generally transmitted via the Internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information so transmitted will in fact be completely protected against such unauthorised access, and you accept these associated risks.

You acknowledge and agree that in the event of any dispute arising in connection with your use of the CFXQ NCW, our records (including electronic, computer and microfilm stored records) of all matters relating to your use of the CFXQ NCW at any specified date shall be conclusive of their accuracy and authenticity and shall be binding on you for all purposes whatsoever. In addition, you agree to the admissibility of such documents without further requirement of proof of authenticity or accuracy in a court of law under applicable evidentiary law, rules and/or regulations.

10. OWNERSHIP AND USE OF THE CFXQ NCW TECHNOLOGY

CFXQ owns all rights, title and interest in the CFXQ NCW and our proprietary technology, including our software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), network designs, know-how, and trade secrets, and including any modifications, improvements, and derivative work thereof (the “CFXQ NCW Technology”). When you accept these Terms, we grant you a personal, non-exclusive, limited, revocable and non-transferable license to use the CFXQ NCW Technology without the right to sublicense. You may only use the CFXQ NCW in a manner consistent with these Terms, and you shall not interfere with, disrupt, or cause damage to any other users of the CFXQ NCW, produce any derivative work based on the CFXQ NCW Technology, nor shall you translate, reverse engineer, decompile or disassemble the CFXQ NCW Technology.

11. THIRD PARTY SERVICES AND CONTENTS

Any transactions in relation to the Supported Cryptocurrencies must be confirmed and recorded on the relevant Third-Party Blockchain Networks. Such Third-Party Blockchain Networks are decentralized, peer-to-peer networks and supported by independent third parties, which CFXQ does not own, operate, or has control over them. Therefore, we cannot and do not (i) ensure that the Instruction that you submit via the CFXQ NCW to the Third-Party Blockchain Networks will be confirmed or processed; or (ii) assist you to cancel or modify your Instructions once the Instructions have been submitted via the CFXQ NCW to the Third-Party Blockchain Networks.

The CFXQ NCW may include description or reference to a third party’s website, product, or service (“Third Party Materials”). We do not have control over the Third Party Materials, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products or services on or accessible from, those websites or resources or links displayed therein. You acknowledge sole responsibility for and assume all risk arising from your use of any Third-Party Materials.

12. OWNERSHIP AND USE OF THE CFXQ NCW TECHNOLOGY

THE CFXQ NCW AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE CFXQ NCW AND UNDERLYING SOFTWARE OR ANY CONTENT ON THE SERVICES, WHETHER PROVIDED OR OWNED BY US OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, STABILITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM VIRUS AND ERROR. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE CFXQ NCW IS ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR PURPOSE OR REQUIREMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CFXQ NCW AND RELATED SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFECT IS WITH YOU.

13. OWNERSHIP AND USE OF THE CFXQ NCW TECHNOLOGY

OUR LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED TO THE RE-SUPPLYING, REPLACING OR REPAIRING OF THE CFXQ NCW.

NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR ANY OF OUR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGE OR CLAIMS:

(I) DUE TO AN UNUSUAL OR UNFORESEEABLE EVENT, OUTSIDE OUR REASONABLE CONTROL AND THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (INCLUDING BUT NOT LIMITED TO FORCE MAJEURE EVENTS, EVENTS OF WAR OR CIVIL UNREST, NATURAL DISASTERS, STRIKE, LOCK-OUT, TRAFFIC DISRUPTION, ACTS OF DOMESTIC OR FOREIGN GOVERNMENTAL AUTHORITIES); (II) ARISING FROM OR IN CONNECTION WITH: (A) ANY DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE CFXQ NCW; (B) ANY REFUSAL TO PROCESS, OR AUTHORISE, OR ANY REVERSAL OF YOUR INSTRUCTIONS FOR ANY REASON; (C) THE DELAY OR INABILITY TO PROCESS OR COMPLETE YOUR INSTRUCTION DUE TO SYSTEM MAINTENANCE, BREAKDOWN, NON-AVAILABILITY OR INTERRUPTION OF THE CFXQ NCW, THIRD-PARTY BLOCKCHAIN NETWORKS, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES; (D) ANY USE OF YOUR CODES, NCW ACCOUNT, NCW ADDRESS AND/OR RECOVERY PHRASE BY ANY THIRD PARTIES, WHETHER AUTHORIZED OR UNAUTHORIZED BY YOU; (III) CAUSED BY US DUE TO OUR COMPLIANCE WITH APPLICABLE LAWS AND/OR COURT ORDERS; AND (IV) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS FOR LOSS OF FUNDS, LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOST DATA, OTHER INTANGIBLE LOSSES, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE CFXQ NCW, WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE GREATER OF: THE FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE CFXQ NCW DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR USD100.00. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

We shall not be liable for fault on the part of any third-party service providers instructed by us. In such cases, our liability shall be limited to using reasonable care in the selection, appointment and instruction of such third-party service providers (but not of any sub-contractor or other third party such third-party service provider may use).

The parties agree that any claims against the other under these Terms may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. No court or adjudicator may consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Any relief awarded to you cannot and may not affect any other users.

14. INDEMNIFICATION

You agree to indemnify and hold harmless CFXQ, their affiliates and third-party service providers, and each of their officers, directors, agents, joint venture entities, employees and representatives, from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (a) your breach of any of these Terms; (b) your wrongful or improper use of the CFXQ NCW; (c) any third party’s access or use of your NCW Account, Codes, Recovery Phrase, NCW address information; or (d) your violation of any law, rule, regulation, or the rights of any third party.

15. TAXES

It is your sole responsibility to determine whether, and to what extent, any Taxes apply to your use of the CFXQ NCW, and to withhold, collect, report and remit the correct amounts of such Taxes to the appropriate tax authorities. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

16. AMENDMENT AND VARIATION

These Terms may from time to time be updated or amended, and we will post any such updates on the Site. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the CFXQ NCW without prior notice. By continuing to use the CFXQ NCW after any such changes have taken effect, you are indicating your acceptance of the updated or amended Terms as well as your acceptance of the updated CFXQ NCW. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the CFXQ NCW immediately and inform us via email at [email protected]

17. TRANSFER, ASSIGNMENT OR DELEGATION

These Terms, and any rights and obligations and licences granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within the CFXQ Group, or to any successor in interest of any business associated with the CFXQ NCW. Any attempted transfer or assignment in violation hereof shall be null and void.

18. SEVERABILITY

If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.

19. ENTIRE AGREEMENT / TRANSLATION

These Terms constitute the entire agreement between the parties with regard to its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, whether oral or in writing, express or implied. Each party acknowledges that in agreeing to these Terms it does not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.

These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

20. WAIVER

These Terms shall not be waived in whole or in part except where agreed by all parties in writing.

No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

21. NOTICES AND COMMUNICATIONS

By using the CFXQ NCW, you agree that we may provide you with any notices or other communications, including marketing, relating to your use of the CFXQ NCW electronically: (a) via email (in each case to the address that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.

22. CUSTOMER FEEDBACK, QUERIES, AND COMPLAINTS

If you have any feedback, questions, complaints relating to our Services or wish to unsubscribe from receiving any marketing material, please submit the same to us by completing the online survey at https://crypto-com.typeform.com/to/zSRpJb. You may also access the online survey through the ‘Give Feedback’ function in the CFXQ NCW App. Whilst we strive to respond to you as soon as possible, for more complicated issues, it may take us up to 45 days to resolve and get back to you. You accept and agree that we shall not be responsible for any losses and damage incurred during such period.

23. THIRD PARTY RIGHTS

Other than any entities within the CFXQ Group, a person who is not a party to these Terms has no right to enforce any of these Terms.

24. DISPUTE RESOLUTION

Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the London Court of International Arbitration under the London Court International Arbitration Administered Arbitration rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be United Kingdom law. The seat of arbitration shall be London. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.