TERMS OF USE

Valid from ………………..

INTRODUCTION

These Terms of Use (“Terms”) govern customer’s (collectively “User”, “You”) use of certain services, including the websites located at https://xor.inc/en/ (“Website”), web and mobile applications (“Application”), informational products, tools, and services available from this Website (further collectively referred to as ”Services”), provided by XOR UK Corporation Limited – address at Unit 11-12, Stanhope Gate, Stanhope Road, Camberley, London, UK, GU15 3DW (collectively “XOR”, “we” or “us”).

By registering on the Services, clicking “I accept” or a similar button, or by installing, accessing or using the Services (including any software or application forming part of the Services), you confirm that you have read and understood the Terms and any other documents referred to in them, including our Privacy Policy, Shipment – policy, Sales policy, Warranty policy, Returns policy and other policies referred to in these Terms, and that you agree to be bound by the Terms, which constitute an agreement between You and Us.

You represent and warrant that you have the right, authority, and capacity to accept these Terms and to abide by them, and that you have fully understood the Terms without any impairment in judgment resulting from (but not limited to) mental illness, intoxication, medication, or any other health or other problem that could impair judgment. These Terms apply to all users of the Services, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

If you have any doubts about your rights and obligations resulting from the acceptance of the Terms, please consult a lawyer or other legal advisor in your jurisdiction. Consequently, if you do not accept or understand the Terms, please do not use, install, access, or register with the Services. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

 

1. DEFINITIONS

1.1. “Application” means the mobile or web-based software application(s) provided by XOR as part of the Services, including the XOR Crypto Wallet App, that allows Users to manage supported crypto assets.

1.2. “Backup Card” means the physical cryptographic card used to securely store or recover seed phrases, associated with the XOR Crypto Wallet, and intended to provide a secure offline recovery method.

1.3. “Device” means the XOR Titanium X2 phone or any other hardware product provided by XOR, which may include preinstalled or integrated software components.

1.4. “Product(s)” means any hardware product(s), including but not limited to the XOR Titanium X2 mobile phone and physical accessories (such as Backup Cards), made available for purchase by XOR through its Website or authorized channels.

1.5. “Services” means collectively the Website, the Application(s), support tools, content, interfaces, firmware, any software updates, documentation, and informational resources provided by XOR, whether accessed through the Website, Device, or otherwise.

1.6. “Terms” means these Terms of Use, together with all documents incorporated herein by reference, including the Privacy Policy, Returns Policy, Warranty Policy, Sales Policy, and any future amendments.

1.7. “User” / “You” / “Customer” refers to any individual or legal entity who accesses, browses, registers for, purchases, or uses the Services, Products, or Website provided by XOR.

1.8. “Website” means the official XOR website located at https://xor.inc/en, or any replacement URL, operated by XOR UK Corporation Limited.

1.9. “Crypto Asset(s)” means digital assets, including but not limited to cryptocurrencies, tokens, and digital representations of value or rights that are secured using cryptographic techniques and recorded on distributed ledger technology (DLT) or blockchain.

1.10. “Private Key” means a unique cryptographic key associated with a Crypto Asset address that enables the User to authorize transactions and access their Crypto Assets.

1.11. “Recovery Phrase” means a sequence of words generated by the XOR Crypto Wallet used to derive Private Keys and restore access to the Wallet. Loss or exposure of the Recovery Phrase may result in the permanent loss of Crypto Assets.

1.12. “Firmware” means the embedded software installed on the Device, including any updates or upgrades provided by XOR, which supports the secure operation of the Wallet and other Product functionalities.

1.13. “Non-Custodial” refers to a model in which XOR does not hold or control the User’s Private Keys, Recovery Phrase, or Crypto Assets. Users have sole responsibility for managing and safeguarding their credentials.

 

2. RISKS AND RECOMMENDATIONS

You acknowledge that you are fully aware of all applicable laws and technical constraints relating to the proof-of-stake and proof-of-work blockchains, and to the Services. You acknowledge that you have been warned of the following associated risks and advised of the following recommendations:

2.1. Regulatory changes. Blockchain technologies and related services are subject to continuous regulatory changes and scrutiny around the world, including but not limited to anti-money laundering and financial regulations. You acknowledge that certain Services, including their availability, could be impacted by one or more regulatory requirements.

2.2. Tax. Transactions or operations in Crypto Assets , or more generally Crypto Assets events, including but not limited to exchanges, air-drops, forks, and gains arising from staking, may be considered tax events according to the legislations law under which you are subject to taxation. These rules may be unclear or subject to change, and you are therefore encouraged to consult your own tax or accounting adviser before engaging into Crypto Assets activities.

2.3. Technology. Users understand that some of the technology supported or made available through the Services are new, untested and not provided by XOR and therefore outside of XOR’s control. Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to blockchain networks which could result in the theft or loss of Crypto Assets. Other adverse changes in market forces or in the technology, broadly construed, may prevent or compromise XOR’s performance under these Terms.

2.4. Cybersecurity. Hackers or other groups or organizations may attempt to interfere with XOR’s products and information systems in several ways, including without limitation denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

2.5. No retrieval of Private Keys. XOR operates non-custodial services, which means that we do not store, nor do we have access to your Crypto Assets nor your Private Keys. XOR does not have access to or store passwords, Recovery Phrase, Private Keys, passphrases, transaction history, PIN, or other credentials associated with your use of the Services. Unless you subscribe to a third-party recovery service, no one is in a position to help you retrieve wallet access. You are solely responsible for remembering, storing, and keeping your credentials in a secure location, away from prying eyes. Any third party with knowledge of one or more of your Recovery Phrase or PIN can gain control of the Private Keys associated with your XOR Crypto wallet or of the Recovery Phrase, and therefore steal your Crypto Assets, without any possibility for you or XOR to retrieve them.

2.6. Keep your credentials safe. When you set your XOR Crypto wallet up, you must: (a) create and remember a strong PIN that you do not use for any other service; (b) protect and keep your Recovery Phrase secure and confidential; (c) protect access to your XOR Crypto wallet.

2.7. Do not trust. Verify. Software integrity, especially when connected to the Internet, is very hard to verify. XOR’s security model relies on trusted display. This is why the verification of the information on your XOR Crypto wallet is paramount. Before you approve an operation, you must always double check that the information displayed on your mobile or desktop screen is correct and matches the information displayed on your XOR Crypto wallet. Upon sending Crypto Assets, you are solely responsible for verifying that the recipient address, amount and fees are correct and that they are the same on both your computer or mobile and on your XOR Crypto wallet’s screen. Please pay close attention to what is displayed on your computer or mobile. The step of bringing your XOR Crypto wallet into close proximity to your computer or mobile serves as an approval action for the Security Key, facilitating both convenience and security. You also acknowledge that using unverified addresses to receive Crypto Assets comes at your own risk.

2.8. Learn more about crypto and the risks involved. Before using XOR Crypto wallet or any of XOR Crypto wallets, it’s important to learn and understand how to use your Crypto Assets and the risks involved. To help you with that, XOR recommends that you visit the Ledger Academy before starting your crypto journey.

2.9. No liability. There may be additional risks that we have not foreseen or identified in these Terms. Before you use the Services, you are strongly encouraged to carefully assess whether your financial situation and risk tolerance is compatible with such use. For the avoidance of doubt, and notwithstanding the generality of the Limitation of Liability under these Terms, you hereby agree that XOR shall have no liability for any loss that incurs as a consequence of the risks highlighted in this section and/or your failure to follow the recommendations herein.

 

3. DISCLAIMER

3.1. The Services are intended for users who are 18 years of age or older, and any registration by, use of or access to the Services by any natural person under 18 is unauthorized, unlicensed and in violation of these

3.2. By using the Services, you represent that you are 18 or older and that you agree to and will abide by these Terms. If you violate any of these Terms, or otherwise violate any agreement between you and us, XOR may terminate delete your profile and/or prohibit you from using or accessing the Services (or any portion, aspect, or feature of the Services), at any time in its sole discretion, with or without notice, including if XOR believes that you are under 18.

3.3. No advice. No part of the information herein should be considered to be business, legal, financial or tax advice regarding the Products or Services. You should consult your own legal, financial, tax or other professional advisor regarding the matter. By using the Services, you represent that XOR is responsible neither for obtaining the information about tax or similar obligations arising in relation to usage of the Services nor for fulfillment of such tax (or similar) obligations.

 

4. ONLINE STORE TERMS

4.1. This section applies to your access, use, or registration with https://xor.inc/en/. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction (including but not limited to copyright laws). You agree not to use the Website to upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other malicious or tracking computer code, files or programs designed to track, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

4.2. We reserve the right to refuse any order you place with We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

4.3. For more detail, please review our Returns Policy. A breach or violation of any of the Terms will result in an immediate termination of provision of Services to you.

 

5. PRODUCTS OR SERVICES

5.1. Certain products or services may be available exclusively online through the Website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

5.2. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.

5.3. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Website is void where prohibited.

5.4. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Services will be corrected.

 

6. ACCEPTABLE USE

You agree not to misuse the Services or use them in a manner that:

6.1. Violates any applicable laws or regulations;

6.2. Attempts to gain unauthorized access to XOR systems or interfere with the Services’ normal operation;

6.3. Transmits viruses, malware, or other harmful code;

6.4. Uses automated systems (e.g., bots, crawlers, scrapers) to interact with the Services;

6.5. Interferes with others’ use of the Services;

6.6. Impersonates any person or entity or misrepresents your affiliation with any person or entity.

Violation of this policy may result in immediate termination of access to the Services without notice.

 

7. INTELLECTUAL PROPERTY RIGHTS

7.1. XOR either owns all the intellectual property rights for all the content available for the User on the Website, including but not limited to the underlying HTML (or other source code), text, images, audio/video clips, or has obtained the permission of the owner of the intellectual property to use the specified content on this Services.

7.2. The copy of the Application is licensed, not sold, to you. You agree that we and our licensors own all rights, title, and interest in and to the Application, including all intellectual property rights in it, and that we retain ownership of all copies of the Application even after installation on your You agree not to delete or in any manner alter the copyright, trademark, or other proprietary rights notices or markings that may appear in the Application.

7.3. Except as expressly specified in these Terms, you may not:

    • Copy, modify, or create derivative works of the Application, including adaptations or modifications to the Application;
    • Sell, rent, lease, distribute, transfer, sublicense, lend, or otherwise assign any rights to the Application to any third party;
    • Make the Application available to multiple users by any means, including by uploading the Application to a file-sharing service or other type of hosting service or by otherwise making the Application available over a network where it could be used by multiple devices at the same time;
    • Disassemble, decompile, reverse-engineer, or attempt to derive the source code of the Application or permit a third party to do so, except to the extent such activities are expressly permitted by law. You agree to comply with any technical restrictions in the Application that allow you to use the Application only in certain ways.

7.4. We are not obliged to maintain or support the Application, to provide any specific content through the Application, or to provide you with updates, upgrades, or services related to the Application. You acknowledge that we may in our sole discretion issue updates or upgrades to the Application, disable access to the Application for any period of time or permanently, and automatically update or upgrade the version of the Application that you are using on your device. You consent to such automatic updating or upgrading on your device, and agree that these Terms will apply to all such updates or upgrades, unless such upgrade is accompanied by a separate license, in which case the terms of that license will You acknowledge and agree that we shall have no liability to you arising out of any unavailability of the Application.

7.5. The license to the Application granted under these Terms remains in effect until terminated by you or You may terminate the license at any time by destroying all copies of the Application in your possession or control. Without prejudice to any other terms set forth in these Terms, the license will automatically terminate without notice from us if you in any way breach any provision of these Terms. Upon termination in accordance with these Terms for any reason, you must cease all use of the Application and promptly delete and destroy all copies of the Application. Your termination of the license for any reason will not release you from any liabilities or obligations set forth in these Terms which (a) have expressly been stated as surviving any such termination or expiration, or (b) remain to be performed, or by their nature would be intended to be applicable following any such termination or expiration.

7.6. XOR reserves the right, at its sole discretion, to change, modify, add, remove or terminate this license at any time for any reason.

7.7. These Terms confer only the right to use the Services while these Terms and the specified licenses are in effect, and they do not convey any rights of ownership in or to the Services. All rights, title, and interest, including any copyright, patent, trade secret, or other intellectual property rights in the Services will remain our sole property. Any services provided to you under these Terms, and other data or materials that are prepared in the performance of such services, and all right, title, and interest in them will belong to us.

7.8. We respect the intellectual property rights of others. We will respond expeditiously to claims of copyright infringement. If you see any material in the Services that in your good faith belief may infringe someone’s copyright, you may notify us by emailing us at https://xor.inc/en/ with “Copyright” in the subject In order for it to be effective, your notice, also known as a takedown notice, must include the following information:

7.9. The identity of the original copyrighted work that you claim is infringed or – if your notice covers multiple copyrighted works – you may provide a representative list of the copyrighted works that you claim have been infringed;

7.10. A sufficiently detailed description of the content in the Services that you claim infringes the copyrighted work;

7.11. Your contact information, including your full name, mailing address, telephone number, and email address, if available;

7.12. A physical or electronic signature of the copyright holder or a person authorized to act on his or her behalf.

 

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1. In no case will XOR, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, loss of any crypto assets, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Services or any products procured using the Services, or for any other claim related in any way to your use of the Services or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Services or any content (or product) posted, transmitted, or otherwise made available via the Services, even if advised of their possibility. In any event, the total cumulative liability of XOR, whether in contract, tort, or otherwise, shall not exceed the amount actually paid by you for the Product or Services that gave rise to the claim.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability will be limited to the maximum extent permitted by law.

8.2. You agree to indemnify, defend and hold harmless XOR and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from any claim or demand, including attorneys’ fees, made by any third- party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third party.

 

9. TERM, AMENDMENT AND TERMINATION

9.1. The obligations and liabilities of the parties incurred prior to the termination date will survive the termination of this agreement for all purposes.

9.2. From time to time, we may modify or amend the If we do so, we will post such modifications or changes in the Services. It is your responsibility to check this page periodically. Your continued use of or access to the Services following the posting of any changes constitutes acceptance of those changes.

9.3. Notification of the User of the amendments and / or additions made hereto shall be made by posting a notification on the Website or at the XOR’s discretion, the User may be additionally notified by any other means specified in the present Terms.

9.4. These Terms are effective unless and until terminated by either you or You may terminate these Terms at any time by notifying us that you no longer wish to use our Services, or when you cease using our Services.

9.5. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

 

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Unless otherwise required by a mandatory provision of law in your jurisdiction, these Terms of Use and any separate agreements whereby we provide you with Services shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law rules.

10.2. You may submit any claim or inquiry relating to the operation of the Services to us in writing via email at [email protected]. We will acknowledge and aim to respond to such claims within 30 calendar days of receipt.

10.3. Subject to any applicable mandatory legal provisions, you agree that any legal disputes or claims arising out of or in connection with your use of the Services or these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

 

11. FORCE MAJEURE

11.1. XOR will not be liable to you for any delay or failure in performance under these Terms due to causes beyond the reasonable control of XOR unable to perform, but only if those causes could not have been prevented by reasonable precautions and could not have been circumvented through the use of reasonable alternative sources, workaround plans, or other These causes include but not limited to strikes, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, governmental action, labor conditions, and power outages.

 

12. COMMUNICATION

12.1. In the event when under the Terms XOR provides the User with any information that relates to the Services provided hereunder, this information may be given to the Client through the Website without sending said information directly to the User’s address and / or using other secure

12.2. XOR shall respond to requests from the User promptly and within 7 calendar days following the date of receipt of the The response time may in some cases may exceed 7 calendar days.

 

13. MISCELLANEOUS

13.1. Entire agreement. These Terms and any policies or operating rules posted by us on the Website or in respect to the Services constitutes the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms).

13.2. Severability. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms of Service, such determination will not affect the validity and enforceability of any other remaining provisions.

13.3. Assignment. You may not assign your rights or obligations under these Terms in whole or in part to any third party. You acknowledge and agree that XOR may assign its rights and obligations under these Terms, including rights and obligations concerning insurance and, in such context, share or transfer information provided by you while using the Services to a third party.

13.4. No waiver. The failure of us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

13.5. Any ambiguities in the interpretation of these Terms will not be construed against the drafting

13.6. Errors, Inaccuracies, And Omissions. Occasionally there may be information in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

13.7. We undertake no obligation to update, amend or clarify information in the Services, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Services or on any related website, should be taken to indicate that all information in the Services has been modified or updated.

13.8. These Terms shall have the legal force on the date of their publication on the

13.9. These Terms may be drawn up in different languages. In case of any inconsistency the English version of the Terms shall prevail.

 

14. CONTACT INFORMATION

14.1. If you have any questions about these Terms, please contact us at [email protected] or by mailing us at XOR UK Corporation Limited, Unit 11-12, Stanhope Gate, Stanhope Road, Camberley, London, UK, GU15 3DW.