Platform Terms of Use

XP Platform – Terms and Conditions

Last updated 11^th October 2024

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These Terms (Terms) govern the relationship between XP.GG Pty Ltd and its subsidiary entities (XP, us, our, or we) and our users (user, you or your) who interact with our products and services, including the Platform, XP Wallet and XP Battle Pass (collectively, the Services).

By accessing or continuing to use the Services, you agree to abide by these Terms, as updated and amended from time to time. You should read all of the terms which are applicable to your use of the Service, and if you do not agree with any of these Terms, you should cease using our Services. Any reference to capitalised terms that are not defined in any of the annexures will have the same meaning as that defined in the General Terms section of these Terms.

Other terms, conditions, guidelines, rules and policies may apply to specific services or products, which we will tell you about through those Services, and are also incorporated into and subject to these Terms by reference. To the extent that those supplemental terms or any annexures to these Terms conflict with the General Terms, the supplemental terms or the relevant annexure will prevail with respect to your use of such Services.

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These Terms comprise:

• General XP Platform Terms;
• XP Wallet Terms;
• XP Battle Pass Terms; and
• other terms, conditions, guidelines, rules and policies pertaining to our products and services from time-to-time.

If you wish to contact us in relation to these Terms, please contact us at the following address:

[email protected]

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GENERAL TERMS

1. Important Information some text
   1. Read these Terms carefully before registering to use our Services. the following Terms apply to you if you use any of the Services listed in these Terms, and in doing so you hereby accept and agree to be bound unconditionally to all the Terms herein.
   2. All the Services we provide are subject to these General Terms. Specific terms and conditions which apply to our products and services are available in the Annexures. These terms are designed to protect you and our company. By using our Services you agree to comply with these Terms and any other applicable terms and conditions, guidelines, rules or policies posted on our Website.
   3. We reserve the right to update, modify or replace these Terms at any time. Unless otherwise notified to you, any changes to these Terms will be effective immediately upon posting on our Website. While we may, in our sole discretion, take steps to notify you of any material changes to these Terms from time to time, it is your responsibility to regularly review these Terms to ensure that you are aware of any updates or modifications. Your continued use of our Services will constitute your acceptance of these Terms and any changes to the Terms from time to time.

1. Interpretation

The following rules of interpretation apply in these Terms unless the context requires otherwise:

1. singular includes plural and plural includes singular;
2. reference to legislation includes any amendments to it, any legislation substituted for it, and any statutory instruments issued under it and in force;
3. reference to a person includes a corporation, joint venture, association, government body, firm and any other entity;
4. reference to a party includes that party’s personal representatives, successors and permitted assigns;
5. references to time means that time in Victoria, Australia;
6. if a party comprises two or more persons:some text
   1. reference to a party means each of the persons individually and any two or more of them jointly;
   2. a promise by that party binds each of them individually and all of them jointly;
   3. a right given to that party is given to each of them individually;
   4. a representation, warranty or undertaking by that party is made by each of them individually;

1. headings do not affect interpretation;
2. another grammatical form of a defined expression has a corresponding meaning;
3. a provision must not be construed against a party only because that party put the provision forward; and
4. a provision must be read down to the extent necessary to be valid; if it cannot be read down to that extent, it must be severed.

1. Definitions

In these Terms:

Account means your account with XP which you registered in accordance with these Terms for the purposes of using the Platform and creating an XP.ID or XP Wallet;

Affiliates means as to any corporation, partnership, limited liability company, association, trust, unincorporated entity or other legal entity (each a Person), any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. The term “control” as used herein (including the terms controlling, controlled by, or under common control with) shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise;

API means application programming interface;

Applicable Law means any mandatory statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, requirement, or any provision of condition or any permit, license or other authorisation issued by any governmental and/or judicial authority having or asserting jurisdiction over the matter in question, whether now or hereafter in effect, in any jurisdiction, that is applicable to a party;

Back-End Infrastructure means our software, hardware, and networking architecture supporting the APIs and SDKs;

Business Day means any day except a Saturday or a Sunday or other public holiday in Victoria, Australia;

Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, however arising whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or otherwise and where and to the extent the context permits, includes all associated Loss;

Confidential Information means information, in any form, relating to a party’s business including but not limited to any products, fees, markets, operations, processes, techniques, technology, forecasts or strategies, excepting:

1. information in the public domain other than because of a breach of these Terms; or
2. information already known to a party prior to the disclosure by the other party;

Consequential Loss includes any Loss or Claim in the nature of consequential, indirect, incidental, punitive, exemplary, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of chance, loss of reputation, loss of use and/or loss or corruption of data, loss of expectations, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise;

Content means any content and information posted by a third party service, you or other users through the Services;

Corporations Act means the Corporations Act 2001 (Cth);

Digital Assets mean cryptographically secured tokens (including fungible, non-fungible and any other type of token) recorded on a public blockchain;

Digital Wallet means a digital wallet that is capable of storing Digital Assets, including but not limited to the XP Wallet;

Fee means the fees or charges to be paid by you to us, in the course of providing the Services, and as further described in clause 6;

Force Majeure Event has the meaning given in clause 31;

Intellectual Property Rights means any and all present and future intellectual property rights, conferred by statute, at common law or in equity and wherever existing, including:

1. patents, inventions, discoveries, designs, copyright, moral rights, trade marks, service marks, trade names, brand names, business names, product names, domain names or rights in designs, art, images, drawings, know how, product names, trading styles, get-up, processes, methodologies, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
2. any application or right to apply for registration of any of these rights or other rights of a similar nature arising or capable of arising under statute or at common law anywhere in the world;
3. other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967;
4. any registration of any of those rights or any registration of any application referred to in paragraph (2); and
5. all renewals and extensions of these rights;

Insolvency Event means the happening of any of the following events in relation to a body corporate:

(1) the body corporate becomes an externally-administered body corporate;

(2) a person is appointed a controller (as defined in section 9 of the Corporations Act), administrator, receiver, provisional liquidator, trustee for creditors in bankruptcy, liquidator or an analogous appointment is made in respect of the body corporate;

(3) the body corporate is taken to have failed to comply with a statutory demand within the meaning of section 459F of the Corporations Act;

(4) the body corporate suspends payment of its debts, or enters, or takes any step towards entering, a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors;

(5) a secured creditor of the body corporate enforces its security in relation to its debt for an amount in excess of $50,000;

(6) the body corporate is, or its directors state that it is, unable to pay its debts as and when they become due and payable; or

(7) any equivalent event applicable to a body corporate under foreign laws.

Liability means all costs and expenses, charges, losses, damages, penalties and liabilities of any kind whatsoever including, without limitation, legal costs and expenses (on a full indemnity basis);

Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses) and Consequential Loss of any kind;

NFT means non-fungible token;

Personal Information has the meaning given to that term in our Privacy Policy;

Personnel means any employee, contractor, subcontractor, agent, partner, shareholder, ultimate beneficial owner, director or officer of a party;

Platform means the video gaming platform known by the style of “XP” or “XP.gg” and which incorporates the Website, XP Wallet, XP.ID, and the XP Battle pass and may include other products and services which we offer from time to time;

Privacy Policy means our privacy policy as amended by us from time to time, located at https://lander.xp.gg/privacy-policy or any other location as may be specified by us;

Purchase Price means the amount of any purchase (or pre-purchase) of any product or service, including any Digital Asset, available through the Platform;

Prohibited Jurisdiction means a jurisdiction where users are prohibited from using the Services in accordance with Applicable Law, including but not limited to those promulgated by the UNSC, OFAC or DFAT;

Sales Tax means any form of value added tax including GST as defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or other similar sales tax;

Sanctions Lists means any of the following sanctions lists:

(1) the United Nations Security Council (UNSC) Consolidated List;

(2) the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (OFAC);

(3) the European Union (EU) Consolidated list of persons, groups and entities subject to financial sanctions;

(4) the United Kingdom (UK) Consolidated List of Financial Sanctions Targets; or

(5) the Consolidated List maintained by the Department of Foreign Affairs and Trade (DFAT) of the Commonwealth of Australia;

SDK means software development kit;

Smart Contracts means software code running on the Ethereum blockchain, any layer 2 blockchain or any another smart contract enabled blockchain;

Website means XP.GG;

XP Battle pass means the rewards system made available through the Platform whereby users can participate in skill based challenges to earn rewards;

XP.ID means the user identity system made available through Platform and which may rely upon third party services and APIs as described in clause 7;

XP Materials means the Platform APIs, SDKs, Back-End Infrastructure, the Website, Platform and related materials and documentation published by us from time to time;

XP Wallet means the cross-chain compatible non-custodial digital wallet that is supported by the Platform and the broader XP ecosystem;

Your Jurisdiction means the country or state where you are ordinarily resident or from which you enter into any agreement with us;

Your Wallet means any Digital Wallet that you control and use to interact with the Platform, including any XP Wallet or any third party Digital Wallet.

1. Eligibility to use the Services

1. By accessing or using our Services, you represent and warrant that you satisfy the following eligibility criteria:some text
   1. if you are an individual person, you are at least 18 years old and have the legal capacity to enter into these Terms in the jurisdiction that you reside;
   2. if you are using the Services on behalf of an organisation or entity, you have the authority to bind such organisation or entity to these Terms;
   3. you are not impersonating any other real person, organisation, or entity;
   4. you are NOT a person or organisation or entity who resides in, are a citizen of, are incorporated in, or have a registered office in any Prohibited Jurisdiction (Prohibited Person or Prohibited Entity);
   5. you are not using a virtual private network or other means to obfuscate your location or access to the Services and/or the Platform;
   6. you are not on any Sanctions List nor are you acting on behalf of or for the benefit or convenience of anyone who is on any Sanctions List;
   7. you do not intend to knowingly send or receive any Digital Assets to or from any Digital Wallet that is listed in any Sanctions List;
   8. you are not restricted or prohibited from using our Services under these Terms, any Applicable Laws, or any additional terms that may apply to you from time-to-time; and
   9. you are not using any form of technology to circumvent your compliance with these Terms.
2. If at any point in time you do not satisfy any of the above eligibility criteria, you must immediately cease using our Services. We reserve the right to restrict or terminate your access to our Services if we determine, in our sole discretion, that you do not meet the eligibility requirements or are in violation of these Terms or any Applicable Laws, regulations, or rules.

1. Proper use

1. You must only use our Services for lawful purposes. You are prohibited from doing any act that we, acting reasonably, consider to be inappropriate, or which is unlawful or prohibited by any Applicable Laws which may apply to the Website or our Services, including but not limited to any act which would constitute a breach of privacy, using the Services to defame or libel us, our employees or any other person.
2. You must not: some text
   1. reverse engineer the code contained in our Website, or Services, or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to our Website or Platform any material which we have not authorised including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic or otherwise or which is detrimental or in violation of our security protocols;
   2. damage, disrupt, interfere with or misuse the Website, or Services, including by data mining, hacking, data harvesting or scraping or using similar data gathering and extraction tools in respect of the Website, or Services;
   3. launch any automated program or script, including web crawlers, web robots, web indexers, bots, viruses or worms or any program which makes multiple server requests per second or impairs the operation and/or performance of the Website, or Services;
   4. email or otherwise upload any content that (i) infringes any Intellectual Property Rights or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) constitutes unsolicited or unauthorised advertising, promotional activities, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; or (v) in our sole discretion is objectionable or which restricts or inhibits any other person from using or enjoying the Website or Services, or which may expose us or our users to any harm or liability of any type;
   5. violate any applicable local, state, national or international law, or any regulations having the force of law, including any Applicable Law in Your Jurisdiction;
   6. solicit Personal Information from anyone under the age of 18;
   7. rent, lease, loan, trade, sell/re-sell or otherwise monetise the Services or related data or access to the same;
   8. harvest or collect email addresses or other contact information of other users from the Website or Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
   9. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorised;
   10. further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purposes of concealing economic activity, laundering money, or financing terrorism;
   11. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Website or Services;
   12. create user accounts by automated means or under false or fraudulent pretences, including for the purpose of gaming, rigging, circumventing or manipulating any product or services which we offer, including any promotions, competitions, challenges, rewards scheme or other incentives;
   13. access or use the Website or Services for the purpose of creating a product or service that is competitive with any of our other products or services;  
   14. use any device, software or routine intended to damage or interfere with the proper working of the Website or Services, or to intercept or sequester any system, data, images or other multimedia elements from the Website or Services; or
   15. use the Website or any of our Services in any way that would breach any other provision of these Terms.

1. Fees

1. By using the Services, you agree to pay any applicable Fees associated with the Services. All Fees due to us will be disclosed to you before they are charged.
2. Fees will be charged for the use of certain features or services provided by us, and we reserve the right to change these Fees at any time, at our sole discretion, with or without prior notice.
3. Fees may vary depending on the nature of the service and may be a one-time payment, subscription or recurring payment.
4. We reserve the right to terminate your Account if you fail to pay any Fees associated with the use of the Services. We may also withhold access to certain features or services until any outstanding payment is made in full.
5. Fees may include, but are not limited to: transaction fees, third party fees, in-game purchase fees, XP Battle pass subscription fees or purchases, and any other fees that we deem reasonably applicable to provide the Services.

1. Third party services

1. In connection with your use of the Platform, we may engage third party service providers and you may access third party services or third party APIs which we have no control over. These third party services are governed by their own terms of use and may include separate fees, charges, warranties regarding the accuracy of their information or services, disclaimers, risk warnings, limitations and indemnities.
2. Third party services may have terms and conditions and privacy policies that differ in substance from ours. You understand and acknowledge that it is your sole responsibility to carefully review and understand the terms and conditions of any third party services, including their respective privacy policies and how they may use any of your information.
3. We reserve the right to change, suspend, remove, disable, restrict, or otherwise impose access to or limit the access to any third party products or service available via the Platform at any time without notice to you.
4. By accessing or using the Platform, you acknowledge and that all functions provided by third party services are the sole responsibility of those third party providers. You expressly release us from any Liability arising from your use of any third party products or services, Digital Assets and Content, including any resulting Losses or Claims you may suffer.
5. We may offer Account creation and login through third party services, such as Google or other social media platforms, which can be linked with your XP.ID. By choosing to log in through these services and by linking your XP.ID with third party services, you authorise us to access certain information from the third party service (such as your name and email address) as permitted by that service. We will collect, use, store, and disclose such information in accordance with our Privacy Policy and any terms and conditions applicable to us in connection with the third party service.

1. Acknowledgements and warranties

1. In Australia, our services come with certain guarantees that cannot be excluded under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law or ACL).
2. Nothing in these Terms excludes, restricts, or modifies or purports to exclude or restrict any mandatory conditions, warranties and undertakings, rights or liabilities arising under or implied into these Terms under the Australian Consumer Law or Applicable Laws.
3. You are not permitted to use the Platform in any jurisdiction where such access or use would violate the Applicable Laws of such jurisdiction. We reserve the right, in our sole and absolute discretion, to limit the availability of the Platform to any person, geographic area, or jurisdiction, at any time.
4. The Platform is provided to you strictly on an “as is” and “as available” basis. By accessing or using the Platform, you hereby expressly represent to us and warrant that: some text
   1. you have independently satisfied yourself in respect of all matters in connection with these Terms having had the opportunity to seek and obtain legal, financial and tax advice;
   2. entry into the Terms does not and will not violate any other agreement to which you are bound or any Applicable Law, rule, regulation, order or judgment to which you are subject;
   3. you possess the legal capacity and authority to enter into these Terms and to form a binding agreement under any Applicable Law, to use the Platform in accordance with these Terms, and to fully perform your obligations hereunder;
   4. if you use the Platform on behalf of an organisation or entity, you represent, warrant and agree: some text
      1. that you are duly authorised under any Applicable Law to represent such entity in connection with these Terms and to commit it to be bound by these Terms;
      2. make all representations and warranties herein on both your and its behalf; and
      3. personally guarantee performance by such entity;
   5. you possess the knowledge and judgment necessary to decide whether to use the Platform or otherwise engage with us;
   6. you are solely responsible for complying with Applicable Laws regarding your use of the Platform including, without limitation, the determination of whether use of the Platform complies with laws applicable to you;
   7. you are sufficiently experienced and educated in the operation of, and dealing with, Digital Wallets and Digital Assets;
   8. you have all necessary licences, permits, registrations, or approvals to use the Platform as may be required by any Applicable Laws of Your Jurisdiction;
   9. none of the activity in which you use or access the Platform is derived from or for any illegal or unlawful purpose;
   10. you are the lawful owner and controller of Your Wallet and any Transactions entered into via the Platform with Your Wallet is solely for your own benefit and not on behalf of any other person;
   11. you will only use the Platform for lawful purposes and you warrant that you will not perform any act that is unlawful or prohibited by Applicable Laws, including but not limited to any act which may constitute a breach of privacy, money laundering, participating in or facilitating any scam or phishing activity, or the financing of terrorist activities;
   12. you will not seek to pre-fetch, cache index, copy, re-utilise, extract, incorporate, store (including in a database) or otherwise utilise any of the Services in a way which would effectively circumvent any part of the Services or any automated Fee calculation or collection, to take steps which would expose any part of the Services to any viruses or other harmful program;
   13. you will not seek to compromise, break or circumvent any technical processes or security associated with the Services;
   14. you will not promote violence or discrimination or engage in any activity which, in our reasonable opinion, involves spreading or attempting to spread misleading information;
   15. you will not engage in any behaviour through your use of the Services that is threatening or abusive or likely to harass, upset, embarrass or annoy another person;
   16. you will not behave in a manner gives the impression that your conduct originates from us or is approved by us;
   17. you will not use the Services in a way that in XP’s determination, in our sole and absolute discretion, acting reasonably, is undesirable;
   18. you will not damage, disrupt, interfere with or misuse the Platform, including by data mining, hacking, scraping, data harvesting, the launching of any automated program or script including web crawlers, robots, indexers, bots, viruses, or worms, or by using any other malicious software, including those which make excessive server requests or impairs the operation and/or performance of the Platform as determined by us in our sole discretion;
   19. you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the XP Wallet, XP Battle pass, or the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms; and
   20. you will be responsible for the use of any part of the Services, and you must not use or permit another person to use any part of the Services: some text
       1. to break any Applicable Laws (including participating in money laundering, terrorist financing, market manipulation or wash trading) or infringe any person’s rights (including Intellectual Property Rights);
       2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
       3. to develop, utilise, or disseminate any software or interact with the Services in any manner that could harm, or impair it;
       4. use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or platform not authorised by us to access the Services, extract data or otherwise interfere with or modify the rendering of the Services or functionality; or
       5. in any way that damages, interferes with or interrupts the supply of the Services.
   21. you are not, and are not acting on behalf of any person or entity, on any of the Sanctions Lists and you are not a Prohibited Person or Prohibited Entity; and
   22. you have read and agree to assume the risks identified above and as set out in this clause.
5. Each party warrants and assures the other party that:some text
   1. if a legal entity:some text
      1. it is duly incorporated and validly exists under the law of its place of incorporation; and
      2. it is not subject to an Insolvency Event.
   2. if an individual or a legal entity: some text
      1. the execution and delivery of this agreement has been properly authorised by all necessary action of each party; and
      2. this agreement constitutes a legal, valid and binding agreement enforceable in accordance with its terms by appropriate legal remedy.
6. To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including liability for Consequential Loss caused by breach of any express or implied warranty or condition. In particular, we do not warrant:some text
   1. that your access to the Platform will be free from interruptions, errors or viruses; or
   2. the accuracy, adequacy or completeness of information on the Platform (nor do we undertake to keep the Platform updated).

1. Intellectual Property and Licences

1. Intellectual Propertysome text
   1. nothing in these Terms shall operate to assign or otherwise transfer any Intellectual Property Rights in the XP Materials.
   2. you acknowledge and agree that: some text
      1. the XP Materials are owned by, or licensed to, XP or otherwise made available under open source software licences; and
      2. you will not copy, rent, lease, sell, distribute, or create derivative works based on the XP Materials, in whole or in part, by any means, except as expressly authorised by XP in writing; and
      3. the XP Materials are protected by copyright, patent, trade mark, trade secret or other proprietary rights and laws. Except as expressly authorised by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works from any of the XP Materials, in whole or in part.  
   3. XP grants you, in connection with these Terms, a non-exclusive, non-transferable, non-sub-licensable, royalty-free, revocable, limited license to use the XP Materials solely to the extent necessary for your ordinary use of the Services although you must not, except as expressly authorised by XP or under Applicable Laws, copy, imitate, profit from, or use the XP Materials without our prior written consent. All right, title, and interest in and to the XP Materials, any content thereon, the Services, and any and all technology or content created or derived from any of the foregoing is the exclusive property of XP.  
   4. XP warrants that the XP Materials do not infringe the Intellectual Property Rights of any third party and XP indemnifies you for the whole of any Loss or Claim arising from a breach of this clause, save to the extent that the loss is caused by your act or omission.
2. Content some text
   1. we may allow you, on or through the Services, to access and view Content.
   2. unless otherwise indicated, we own or licence all rights, title and interest (including Intellectual Property Rights) in relation to any of the Content produced or derived from the Services. The use of the Services and your use of and access to any of the Content does not grant or transfer to you any rights, title, or interest in relation to Content.
   3. you must not, without the prior written consent of us or the owner of the Content (as applicable) or except as expressly permitted by these Terms: some text
      1. copy or use, in whole or in part, any Content;
      2. reproduce, reverse engineer, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content designated as paid, exclusive or non-shareable content to any third party; or
      3. breach any Intellectual Property Rights connected with the Services, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works from the Content.
   4. subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, limited licence to access and view any Content for personal use, and any other purpose contemplated by these Terms, in accordance with these Terms. All other uses are prohibited without prior written consent.
   5. you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sub-licensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit in any manner your Content to provide the Services and promote the Services in any media, marketing or promotional material.
   6. you agree that you are solely responsible for all Content that you make available on or through the Services.
   7. you represent and warrant that: some text
      1. you are either the sole and exclusive owner of all Content that you make available on or through the Services or that you have all rights, licences, consents and releases that are necessary to grant to us the rights in such Content as contemplated by these Terms; and
      2. neither the Content, nor the posting, uploading, publication, sending or receiving of the Content or our use of the Content on, through or by means of our Services will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any Applicable Law.
   8. despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the Content you make available on or through the Services as a result of a breach of Intellectual Property Rights.
   9. the Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice. To the extent permitted by law, we make no representations or warranty regarding the Content. The Content is subject to change without notice. We do not undertake to keep any part of the Services up-to-date and we are not liable if any Content is inaccurate or out-of-date.

1. Confidentiality some text
   1. Confidential Informationsome text
      1. each party acknowledges that it may receive access to Confidential Information (Receiving Party) of the other party (Disclosing Party) pursuant to these Terms.
      2. the Receiving Party will not, and must ensure that each member of the Receiving Party’s Personnel do not, use the Confidential Information for any purpose other than strictly for the purposes of complying with the Receiving Party’s obligations, or exercising the Receiving Party’s rights, under these Terms.
      3. the Receiving Party will ensure that the Receiving Party, and each member of the Receiving Party’s Personnel, will not disclose or permit the disclosure of the Confidential Information to any person other than to the extent the Receiving Party can prove:some text
         1. the disclosure is to a member of the Receiving Party’s Personnel who requires the Confidential Information for the purpose of performing the Receiving Party’s obligations under these Terms, is aware of the Receiving Party’s obligations under this clause and has agreed to comply with the Receiving Party’s obligations under this clause as if the person was a party to these Terms;
         2. the disclosure is in accordance with the Disclosing Party’s specific and prior written consent; or
         3. the disclosure is required by law.
   2. Remedy

Without prejudice to any other rights or remedies that a Disclosing Party may have, the Receiving Party acknowledges that damages alone would not be an adequate remedy for any breach or threatened breach by the Receiving Party of this clause and accordingly, the Disclosing Party shall be entitled without proof of special damage to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this clause.

1. Disclaimers

1. You acknowledge that:

1. we do not have access to the private key/s of your XP Wallet and cannot initiate an interaction with XP Wallet or otherwise access any Digital Assets that are stored in your XP Wallet. If you lose, mishandle, or have stolen associated private keys, you acknowledge that you may not be able to recover any associated Digital Assets and that XP is not responsible for such losses;
2. we do not and cannot represent or guarantee that any of the third party information available through the Platform is accurate, timely, reliable, complete, or appropriate for your needs;
3. you expressly acknowledge and agree that your use of the Platform is at your sole risk. To the maximum extent permitted by law, we expressly disclaim all representations and warranties, express or implied, including but not limited to, any representations or warranties of non-infringement, merchantability, usage, security, suitability or fitness for any purpose, or as to the technical coding or the absence of any defects therein of the Platform;
4. we do not represent or warrant that the Platform or the XP Materials (including the software code and any Back-End Infrastructure, APIs or SDKs) is accurate, complete, reliable, or error-free;
5. the Platform is provided on an “as is” and “as available” basis without any warranties from us of any kind, either express, implied, or statutory. We make no representations or warranties regarding the software including that: some text
   1. the software is of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment; and
   2. the software will be uninterrupted, secure, private, error free or free from harmful components or that any error will be fixed; and
   3. any data transmitted to the software by you will be secure or not otherwise lost or altered; and
   4. we are not liable for any harm or Loss suffered as a result of using the software in respect of trading, transacting, loss of any asset, including any Consequential Loss, whether due to a security breach or cyber attack, or electronic or technological failure, registration errors or for any other reason; and
   5. you understand that the price of Digital Assets are volatile, and there are risks associated with purchasing Digital Assets including but not limited to, the risk of purchasing counterfeit assets, mislabelled assets, assets that are vulnerable to metadata decay, assets on Smart Contracts with bugs, and assets that may become non-transferable. You acknowledge and accept such risks;
6. no advice, information, statement, or marketing materials we make should be treated as creating any warranting or representation concerning the Platform;
7. we do not endorse, guarantee, represent, warrant, or assume responsibility in any way for any dealing or purchase of Digital Assets by you, including any Digital Assets offered to or acquired by you in connection with any promotion, competition or challenge which we offer through the Platform or any third party product or services which are accessible to you via the Platform;
8. you are wholly responsible for assessing and determining whether any third party product or service is appropriate for you, including any dealing or purchase of Digital Assets, including seeking independent advice, and we do not offer any advice of any kind in relation to any third party products or service or Digital Assets;
9. we do not endorse, guarantee, represent, warrant, or assume responsibility in any way for any advertisements, offers, or statements made by third-parties concerning the Platform or any third party products or services; and
10. the Platform and Website may contain references or links to third party product, services or resources that we do not own or control. We do not endorse or assume any responsibility in relation to any third party products, services or resources; and
11. to the maximum extent permitted by law, we expressly exclude all warranties and conditions which are not guaranteed by law, including merchantability and fitness for a particular purpose and liability for Consequential Loss, or damage caused by breach of any express or implied warranty or condition.

1. Digital Assets Title

1. All Digital Assets held in Your Wallet/s (including your XP Wallet) are assets held by you. At no point do we have custody of Your Wallet’s private key or any of the Digital Assets that may be available in Your Wallet. Among other things, this means that title to and control of Digital Assets shall at all times remain with you and shall not transfer to us or any of our Affiliates at any time when using the Platform or entering into any transaction. As the owner of Digital Assets in Your Wallet, you shall bear all risk of loss of such Digital Assets.

1. Collection Notice

1. We may collect Personal Information about you in order to enable you to access and use the Services, to enable you to perform transactions through the Services, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
2. We may disclose that information to third party service providers who help us deliver our Services (including information technology service providers, data storage, web-hosting and server providers, professional advisors, third party payment processors and our business partners) or as required by law. If you do not provide this information we may not be able to provide you with access to the Services. In certain circumstances, we may disclose your Personal Information to third parties located, or who store data, outside Australia.
3. Our Privacy Policy contains further information about: some text
   1. how we store and use your Personal Information;
   2. how you can access and seek correction of your Personal Information;
   3. how you can make a privacy-related complaint; and
   4. our complaint handling process.
4. By providing Personal Information to us, you consent to us collecting, holding, using and disclosing your Personal Information in accordance with our Privacy Policy.

1. Acknowledgement of risk

1. Risk of cryptographic systems some text
   1. By using anything associated with the Services, or interacting with the Services you represent that you understand the inherent risks associated with cryptographic systems and warrant that you have an understanding of the usage, risks, potential bugs based on novel technology (where applicable), and intricacies of native cryptographic tokens, like Ether (ETH) and Bitcoin (BTC), Smart Contract based tokens such as those that follow the Ethereum Token Standard, including but not limited to ERC-20 or ERC-721 tokens as well as any other blockchain-based or Digital Asset related system that you may encounter by or through your use of the Services.
   2. You acknowledge and agree that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Smart Contracts and Digital Assets which could result in the theft or loss of your Digital Assets or other property, among other potential consequences. By using the Services you acknowledge and agree to undertake these risks.
2. Risk of regulatory and tax actionssome text
   1. There is a risk that the regulation and laws in respect of the Services and in respect of any tax actions in relation to the Services will change or be interpreted differently over time which may lead to XP not being able to continue to offer the Services in the same way or, in an extreme event, be unable to provide you with continued access or may be adverse to you. You should seek independent tax advice before and in relation to any dealings in Digital Assets.
3. Application security some text
   1. You acknowledge and agree that the Services and related applications include software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any Smart Contract code provided by the Services, Content, and the trustworthiness of any third party websites, products, Smart Contracts, or Content you access or use through the Services. You further expressly acknowledge and agree that applications written on blockchain networks such as Ethereum applications can be written maliciously or negligently and that XP cannot be held liable for your interaction with such applications and that such applications may cause the loss of property or identity. This warning and others later provided by XP in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilising the Services.  
4. Software updates and featuressome text
   1. We may, in our sole discretion, but are not obliged to, make updates to the Services, including the software, and remove features present in the Services at our sole discretion.

1. External services/links

1. If you engage or access any external services or third party links through the Services you may be subject to the third party’s own terms and conditions.
2. We will not be liable for the performance, errors or omissions of third parties or decentralised networks or applications such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), video game developers or publishers, courier companies, national postal services, delivery, telecommunications and other companies not under our reasonable control, and third parties providing services to the gaming and blockchain industries generally, such as, by way of example and not limitation, companies and other entities providing processing and payment or transaction services (including “Layer 2” or similar “roll-up” or optimisation services), video game developers or publishers or sellers, banking partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks.
3. If you engage in any transaction involving a third party, third party platforms, or blockchain Digital Wallets which are not associated with us, that transaction may be subject to transaction fees charged by that third party network. Should any transfer be conducted using a Service we provide, then the Fees and charges may apply to those transactions payable to us at the time of the transaction.
4. To the extent that you use the Services which contain third party Intellectual Property Rights, you acknowledge and agree that: some text
   1. you will not have the right to use the third party Intellectual Property Rights except as provided for in the third party terms;
   2. you might be subject to additional restrictions regarding the use of the third party Intellectual Property Rights; and
   3. you will be responsible for complying with any restrictions regarding the use of the third party Intellectual Property Rights.

1. Limitations on liability

1. Limitation of liability

In the absence of any material breach of these Terms by us or gross negligence, fraud or wilful misconduct by us when providing the Services to you under these Terms, we will not be liable to you on account of anything done, omitted or suffered by us when providing the Services to you under these Terms, including in respect of a Force Majeure Event.

1. Compliance with laws – no monitoring responsibilities

1. We will have no Liability or responsibility for your compliance with Applicable Laws and regulations governing your use of the Services. Further, you are solely responsible for compliance with all applicable requirements of any Applicable Laws, rules, and regulations of governmental authorities in Your Jurisdiction.
2. You further acknowledge that neither we nor any of our Personnel is, and will not be, by virtue of providing the Services to you, an advisor or fiduciary to you.

1. Specific exclusionssome text
   1. We assume no liability or responsibility for Losses that may arise, including but not limited to, Losses in relation to:some text
      1. the availability and operation of any third party blockchain networks that you may access via the Platform;
      2. any Losses you may suffer by not keeping Your Wallet or your Account reasonably secure;
      3. any third party linked website, content, application, products and services (including interference with or damage to your computer or mobile devices arising in connection with any such use of the Platform);
      4. transactions not being able to be processed, including due to market or counterparty failure or blockchain congestion or attacks;
      5. errors, mistakes, or inaccuracies of information on the Platform, and any loss or damage incurred as a result of the use of any information made available through the Platform;
      6. unauthorised access to or use of any service or database in our control, or the use of any information or data stored therein;
      7. the interruption or cessation of operation of the Platform; or
      8. viruses, malicious code or other forms of interference affecting the Platform.

1. No liability for Consequential Loss

Neither party or any of our suppliers will be liable to the other for any Consequential Loss.

1. No warranties

We make no, and you do not rely upon any representations or warranties regarding the Services or the Platform, or any other XP service or product, except those explicitly stipulated in these Terms, or any third party products or services.

1. Liability cap

1. Under no circumstances shall we or any of our officers, directors, employees, Affiliates, Personnel, agents, or subsidiaries be liable to you for any Claims, Losses (included Consequential Losses), proceedings, or other liabilities in an amount exceeding the greater of:some text
   1. the amount of Fees you have paid to us through your use of the Services; or
   2. $100.00 AUD.

1. Release

By engaging in the Services, you agree to release us and our Affiliates to the fullest extent permitted by law from any Loss or Claims you may suffer relating to your acquisition or use of any third party products or services, Digital Assets and any delays, inaccuracies or incomplete services caused by us or third party services.

1. Indemnity

You must indemnify us and our Affiliates and Personnel and keep us and our Affiliates and Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Affiliates or Personnel may suffer, sustain, or incur arising from, or connected with, without limitation:

1. a breach of any clause of these Terms by you;
2. any breach of representations and warranties given by you in these Terms;
3. any Claim by a third party or Loss incurred by us in connection with your breach of any third party Intellectual Property Rights;
4. your wrongful or improper use of the Platform or Services, including wilful misconduct, fraud, or negligence;
5. you not having kept Your Wallet or your Account reasonably secure; and
6. your violation of Applicable Laws.

1. Specific Warnings

1. You must ensure that your access to and use of the Platform and the Services is not illegal or prohibited by Applicable Laws in the jurisdiction in which you are located. Some jurisdictions regulate the holding of Digital Assets and you should ensure you are compliant with local laws and regulations.
2. You must take your own precautions to ensure that the process which you employ for accessing the Platform or the Website does not expose you to the risk of hacks, security breach, viruses, malicious computer code or other forms of interference emanating from the Platform (or any linked services) which may result in loss of Digital Assets, data and/or damage your own computer systems or device.
3. You agree that you will not rely on any information contained on the Platform or the availability of such information and that any decision you make in relation to the Platform or the Services or any third party products or services, including any dealing in or purchase of Digital Assets, will be as a result of your own independent assessment of such information.

1. Visitor Materials

1. Other than information about an identifiable individual, which is covered under our Privacy Policy, any material you post, transmit or upload to the Platform (including without limitation, reviews) (Visitor Material) will be considered non-confidential and non-proprietary.
2. You consent to any act or omission which would otherwise constitute an infringement of your moral rights you may have in respect of Visitor Material. This consent survives any termination of these Terms.
3. You agree that we will have no obligations with respect to any Visitor Material, and that we and anyone we designate will be free to copy, disclose, distribute, incorporate and otherwise use any Visitor Material and all data images, sounds, text and other things embodied in the Visitor Material for any and all commercial and non-commercial purposes.
4. Any information and content (including Visitor Material) that you share or post may be seen by other users, visitors or third parties (including off of the Platform). Where we have made settings available, we will use reasonable commercial endeavours to honour the choices you make about who can see content or information.
5. By posting, uploading or transmitting any Visitor Material, you represent and warrant that any Visitor Material does not and will not:some text
   1. breach any Applicable Law;
   2. contain any viruses or any other harmful program;
   3. contain any defamatory, obscene or offensive material;
   4. promote violence or discrimination;
   5. infringe the Intellectual Property Rights of another person;
   6. breach any legal duty owed to a third party (such as a duty of confidence);
   7. promote illegal activity or breach the privacy of any other person;
   8. be threatening, abuse or invade another person’s privacy or be likely to harass, upset, embarrass or annoy any other person;
   9. give the impression that the Visitor Material originates from us;  
   10. be used to impersonate another person or to misrepresent your affiliation with another person;
   11. execute any form of auto-responder or “spam” within the Platform or any processes that otherwise interfere with the proper working of the Platform (including by placing an unreasonable load on the Platform); or
   12. contain any unsanctioned advertising, promotional materials, or other forms of unsanctioned solicitation, including without limitation, junk mail, spam, chain letters or any unsolicited mass distribution of email.
6. There is no tolerance for objectionable content or abusive users. If we become aware of harmful content or conduct we will take appropriate actions by removing the content and ejecting the user who provided the offending content.
7. You grant us an irrevocable, perpetual, exclusive, transferable, royalty free worldwide licence to use, copy, modify and distribute any Visitor Material in any manner we think fit (including without limitation, by reproducing, altering or communicating the Visitor Material to the public). You also grant us the right to sublicense these rights.
8. All Visitor Material contained on the Website or the Platform is for information purposes only and does not constitute advice from us. Visitor Materials reflect the opinions of users who have used the Website and any statements, advice or opinions provided by such persons are theirs alone. To the maximum extent permitted by law, including any restrictions contained in the Australian Consumer Law, we assume no responsibility or liability to any person for any Visitor Materials, including without limitation, any errors, defamatory statements, obscenity, omissions or misrepresentations in any such Visitor Materials

1. Security of Information

1. No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.
2. Any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.

1. Platform Access

While we endeavour to ensure the Platform and the Website are available twenty four (24) hours a day, we are not under any obligation to do so, and will not be liable to you if the Platform or Website are unavailable at any time or for any period. Your access to the Platform or the Website may also be restricted at our sole discretion, including where we consider such restrictions are necessary to comply with Applicable Laws

1. Termination

1. Termination with causesome text
   1. In the event that you breach any part of these Terms, we may immediately suspend your Account and access to the Services and provide you with a notice to remedy the breach within a reasonable time. If the breach is incapable of remedy or if you fail to remedy such breach, we may immediately terminate your Account and access to the Platform and any of our Services.
   2. We may suspend or terminate your Account, refuse or block a transaction, or discontinue the provision of Services to you, in our sole discretion, if we decide it is necessary to do so for legal, regulatory or compliance reasons or in accordance with Applicable Laws, including where we suspect that your Account has been involved with:some text
      1. money laundering or terrorism financing;
      2. transacting in any way with a Prohibited Jurisdiction or a person or Digital Wallet which appears on any sanctions list, including any list maintained by the UNSC, OFAC and/or DFAT or any other applicable regime; and/or
      3. conducting illicit or illegal activities.
2. Suspension

We may suspend or terminate your Account and access to the Platform where we, acting reasonably, have concerns about its security or for the purpose of protecting the Digital Assets held in Your Wallet where we suspect your Account, XP Wallet, XP.ID, or the Platform has been compromised.

1. Effect of termination

On termination of your Account and/or access to the Platform or Services (which may include the termination of your XP.Wallet or XP.ID), you lose the right to access or use the Platform and/or the relevant Services. Following termination, we will have no further obligations or liabilities to you. If we terminate your Account and/or access to the Platform or Services, we may also liaise with third parties, including our Affiliates, to terminate any access to third party services which involve the Platform or the Services.

1. Taxation

1. The Purchase Price for any transaction effected through the Services will be considered to be inclusive of any applicable Sales Tax.
2. If any additional Sales Tax is applicable by virtue of any law under Your Jurisdiction, you agree to pay such amount as is payable on behalf of us, and inform us of that payment forthwith.
3. If you are a resident of Australia you must declare your residency during the Account set up process for the purposes of determining applicable Sales Tax.
4. Any reference to a cost or expense incurred by a party in these Services excludes any amount of Sales Tax forming party of the relevant cost or expense when incurred by the party for which the party can claim an input tax credit.
5. Each party is solely responsible for any taxation which arises as a result of using the Services including capital gains or income tax and you shall have no Claim for any Loss against us in respect of any taxation amounts you are due to pay howsoever such amounts arise.

1. Sanctions laws and regulations

1. You are prohibited from using the Platform and/or the Services if you, or a Digital Wallet address that you knowingly transact with, or any person on behalf of whom you are acting or transact, are listed on any Sanctions List.
2. We may, at our sole and absolute discretion, implement controls to restrict access to the Platform and Services in any Prohibited Jurisdictions. We may block or geo-block persons or users located in certain Prohibited Jurisdictions from accessing or using the Services. You acknowledge, agree and understand that if you are located in a Prohibited Jurisdiction, you are not permitted to access or use the Services, even if you are located there temporarily, and restrictions may be applied to attempts to access the Services accordingly. You acknowledge that this may impact your ability to interact with the Services and/or the Platform, including your ability to register and transact using the platform.
3. We are not responsible for any Losses which may arise because you are not able to interact with or access the Services because of any action taken under this clause.

1. Links available via the Platform

1. The Platform may contain links to linked services. Those links are provided for convenience only and may not remain current or be updated by us. When you access any linked services you do so entirely at your own risk.
2. We are not:some text
   1. responsible for the content or privacy policies or practices of persons or companies associated with linked services; and
   2. liable to you or any other person for any Loss arising in respect of use or access to linked services.
3. Linked services should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked services, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.
4. Your interactions with organisations and/or individuals found on or through the Platform or Website, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organisations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that XP, our Affiliates and Personnel shall not be responsible or liable for any Loss of any sort incurred as the result of any such dealings.

1. Governing Law and Jurisdiction

These Terms are governed by the laws of Victoria, Australia. Subject to clause 28, the parties agree to submit any dispute or Claim arising out of, relating to or in connection with these Terms, the Website, the Platform and the Services, including the subject matter, formation, existence, validity or termination of these Terms, to the exclusive jurisdiction of the courts of Victoria and the Victorian division of the Federal Court of Australia and the Courts of Appeal from them.  

1. Alternative Dispute Resolution

1. You must not begin legal proceedings in connection with a dispute arising out of or in connection with these Terms unless the steps in this clause have been followed. However, this limitation does not apply:

1. to a Party who wants to apply for equitable relief or urgent interlocutory relief; or
2. to a Party who attempts in good faith to comply with clauses 28.2, 28.3 and 28.4 but cannot do so because the other Party does not comply with those clauses.

1. If a dispute arises out of or in connection with these Terms (including the validity, breach or termination of it), a Party may notify the other Party to the dispute. The notice must specify the dispute and indicate that the notifying Party wants the dispute to be referred to mediation.
2. If the dispute is not resolved within 20 Business Days after a notice under clause 28.2 has been served (Notice Period), the dispute is by this clause submitted to mediation.
3. The mediation must be conducted in Victoria, Australia in accordance with the mediation guidelines/rules of the Resolution Institute, save any process in these Terms which is inconsistent with those guidelines or rules will take precedence to the extent of any inconsistency.
4. If the Parties have not agreed on the mediator and the mediator’s remuneration within 15 Business Days after the end of the Notice Period:

1. the mediator is the person appointed by; and
2. the remuneration of the mediator is the amount of rate determined by,

the President of the Law Institute of Victoria or the President’s nominee, acting on the request of any Party.

1. If the dispute is not resolved within 1 month after the appointment of the mediator, either Party may take legal proceedings in connection with the dispute.
2. Each Party must keep confidential, all information relating to the subject matter of a dispute as disclosed during or for the purposes of dispute resolution under this clause, unless that Party is compelled by a regulatory or government authority, court or tribunal to disclose that information.

1. Contact

You can contact us via the Website or via the contact details provided on the first page of these Terms.

1. Notice

A party may send a notice under this agreement by hand delivery, registered post or courier, or email to another party at its address details as set out in the Account (in the case of a user) or as set out in the Contact details (in the case of XP). A notice is deemed to be received:

1. if sent by hand delivery, at the time of delivery if on a Business Day at or before 5:00pm, otherwise on the next Business Day;
2. if sent by registered post or courier, upon the time of signing by the recipient as recorded by the postal or courier service; or
3. if sent by email, at the time of sending if on a Business Day at or before 5:00pm, otherwise on the next Business Day, provided that the sender does not receive a subsequent “Out of Office” reply or similar response or a system administrator message stating that the email did not reach its intended recipient.

1. Force Majeure

We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, change of Applicable Law, regulatory or policy change, Court judgment or orders, administrative action, Government sanctions or orders, whether known or unknown at the time the parties enter into these Terms) (Force Majeure Event).

1. Waiver

A provision of these Terms or a right created under it may not be waived except in writing signed by the Party granting the waiver. A waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, to past breaches only). Failure or omission by any Party to enforce compliance with any provision of the Terms will not affect the right of that Party to use any remedy available to it in respect of a breach of that provision.

‍

1. Exercise of a right

A Party may exercise a right at its discretion and separately or together with another right. If a Party exercises a single right or only partially exercises a right, then that Party may still exercise that right or any other right later. If a Party fails to exercise a right or delays in exercising a right, then that Party may still exercise that right later.

1. Remedies cumulative

The rights and remedies provided in these Terms are cumulative with and not exclusive of the rights and remedies provided by law independently of these Terms.

1. No merger

The rights and obligations of the Parties (including under the warranties) will not merge on completion of any transaction under these Terms. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.

‍

1. Assignment

These Terms are for the benefit of the Parties and their successors and assigns. The Parties and their successors and assigns are bound by these Terms. We may assign our rights under these Terms to our Affiliate or any purchaser of XP’s business, without your consent, by giving notice to you at any time.

1. Severance

If any provision of these Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.

1. Entire agreement

These Terms constitute the entire agreement of the parties in respect of the subject matter of these Terms and supersedes all prior discussions, representations, undertakings and agreements. None of our agents or representatives are authorised to make any representations, conditions or agreements not expressed by us in writing nor are we bound by any such statements.

1. Further assurances

Each Party must, at its own expense, do everything reasonably necessary to give effect to these Terms and the transactions contemplated by it, including but not limited to the execution of documents.

1. Relationship

Nothing in these Terms constitutes the parties as partners or agents or fiduciaries or trustees of the other, and no Party has any authority to bind the other legally or equitably save as expressly stated in these Terms.

1. Knowledge

In these Terms, a reference to the awareness or knowledge of a Party is a reference to the actual knowledge, information and belief of the Party as at the date of any transaction taking place pursuant to these Terms.

1. Costs

Each Party must pay its own fees, costs and expenses incurred by it incident to or in connection with the negotiation, preparation, execution, delivery and completion of these Terms and the transactions contemplated by these Terms including without limitation its own legal, tax, accounting and other fees.

1. – XP Wallet Terms
2. Introduction some text
   1. These XP Wallet terms and conditions (XP Wallet Terms) are made available by XP.GG Pty Ltd in connection with our offer of XP Wallet.
   2. These XP Wallet Terms supplement and incorporate the General Terms of the Terms, and our Privacy Policy. To the extent that these XP Wallet Terms conflict with the General Terms, these XP Wallet Terms will prevail.
   3. By accessing or continuing to use XP Wallet, you agree to abide by these XP Wallet Terms. If you do not agree with any of the XP Wallet Terms, you must cease using XP Wallet immediately.
   4. Any reference to capitalised terms in these XP Wallet Terms that are not defined will have the same meaning as defined in the General Terms of the Terms.
   5. XP Wallet is a cross-chain compatible non-custodial Digital Wallet. XP Wallet is a Smart Contract based Digital Wallet and has been developed based on the ERC-4337 standard for account abstraction.
   6. You may use XP Wallet to interact with Digital Assets and third party product and services, such as decentralised applications, bridges or payment services, which we do not issue or control and which are the sole responsibility of third party providers. If you acquire or use any third party product or services, those products or services may be subject to the third party’s own terms and conditions. You expressly release us from any liability arising from your purchase or use of any Digital Assets and third party products or services, including any resulting Losses or Claims you may suffer.
   7. Your use of XP Wallet involves various risks including, without limitation, software risks, losses relating to Digital Assets, fluctuation of prices of Digital Assets and other risks set out in clause 14 of the General Terms. Before you use XP Wallet, you should read these Terms in full and documentation published by us explaining how to use XP Wallet and its associated services. If you are not experienced or educated in the operation of, and dealing with, Digital Wallets and Digital Assets, you should not use the Service.

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1. Overview of XP Wallet

1. By registering an Account and XP.ID, you may automatically create an XP Wallet.

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1. Access to XP Wallet is available through the Website but may also be installed as a software program on your device that can be accessed and interacted with without visiting our Website.
2. XP Wallet is made available for your personal use and you are responsible for any transactions which you carry out using your XP Wallet.
3. We do not have access to your private keys at any time and as XP Wallet is a Smart Contract based Digital Wallet, we do not act as an intermediary in relation to or process any transaction you carry out using XP Wallet, and we have no control over your use of XP Wallet, including the ability to initiate, block or refuse transactions.  
4. Furthermore, XP does not process payments or other non-payment transactions using your XP Wallet. XP has no control over, and is not responsible for, any payments, chargebacks, returns, refunds, transfers, rewards, value, discounts, access, identity verification, orders, order fulfilment, or other activity that may arise out of your use of XP Wallet.

1. Acknowledgements

1. You acknowledge and agree that:

1. we make XP Wallet available to you for your own use and account, and that you are solely responsible for your use of and any transaction you carry out using XP Wallet;
2. you are solely responsible for any decision to create a XP Wallet subject to these XP Wallet Terms, including the evaluation of any and all risks related to such creation and any transaction you carry out using XP Wallet;
3. we do not make any representations or warranties as to the security or availability of Digital Wallets or that your access will be uninterrupted, timely or secure at all times;
4. you are responsible for maintaining adequate security and control of any and all passwords, hints, non-custodial wallet keys, 2-factor authentication devices or backups, or any other codes that you use to access your XP Wallet. Any loss or compromise of the foregoing information and/or your Personal Information may result in unauthorised access to your XP Wallet by third-parties and the loss or theft of assets stored on your XP Wallet;
5. a significant degree of IT sophistication, including a familiarity with blockchain based systems and applications, is required to safely deal in Digital Wallets and Digital Assets;
6. we are not responsible for any loss caused by your failure to act in accordance with our guidelines, rules, policies, procedures or reasonable directions;
7. we are not providing and will not provide fiduciary, advisory, brokerage, exchange, custody, trust or other similar services to you, or in connection with any transaction subject to these XP Wallet Terms;
8. as XP Wallet is a Smart Contract based Digital Wallet, we do not act as an intermediary in relation to your use of XP Wallet, Digital Assets, or any third party products or services which you may choose to interact with using XP Wallet, and accordingly we are not providing, dealing in or arranging a financial product, financial service or financial advice to you of any kind in making XP Wallet available to you;
9. to the fullest extent permitted by law, we do not guarantee any outcomes, return (financial or otherwise) or tangible benefit to you from using XP Wallet; and
10. XP Wallet may be made available to you through our Affiliates or other third party services. We provide XP Wallet to you “as is” and at your own risk and, to the fullest extent permitted by law, without warranties of any kind. To the fullest extent permitted by law, we, our Affiliate and Personnel will not be liable for any Loss or Claim whatsoever associated with your use, inability to use, or your interaction with XP Wallet, other users of XP Wallet or any third party products or services, including Digital Assets, any Consequential Loss or loss of Digital Assets or anything else of value.

1. Pre-Approved Transactions

1. Certain third party applications or services that have integrated XP Wallet may have enabled pre-approved transaction functionality. This means that, as an XP Wallet user, when you engage in certain transactions deemed low risk (e.g., paying for a gaming subscription), you may be asked to confirm the transaction as part of the third party application experience, however you will not be asked to confirm the transaction as part of a separate XP Wallet experience. This feature has been introduced to reduce transaction friction and improve system efficiency for low-risk transactions.
2. By agreeing to use XP Wallet, you acknowledge and agree to the use of pre-approved transaction functionality where applicable. As with any blockchain transaction, you also acknowledge that transactions confirmed using the pre-approved transaction functionality may involve transaction costs, including but not limited to blockchain network or gas fees. If you do not agree to the use of pre-approved transaction functionality, then you must cease using XP Wallet immediately.
3. While we have taken reasonable care in the design and roll out of pre-approved transaction functionality, XP and its Affiliates, to the maximum extent permitted by law, do not accept responsibility for any Claim or Loss (including Consequential Loss), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage, which you may directly or indirectly suffer in connection with your use of pre-approved transaction functionality.

1. Termination

1. Termination with cause

We may terminate a user’s right to access XP Wallet with immediate effect if:

1. your use of XP Wallet presents a security risk or could adversely impact our systems and services;
2. you have breached any of the warranties set out in the General Terms or XP Wallet Terms;
3. acting reasonably, we suspect that you have breached or will breach any of the warranties set out in the General Terms or these XP Wallet Terms;
4. you commit a material breach of your obligations under the Terms or these XP Wallet Terms, and you fail to remedy such breach (if capable of being remedied) within 14 days of receipt of notice from us;
5. if our relationship with any third party partner who provides technology we use to provide the XP Wallet service expires, terminates, or requires us to change the way we provide the XP Wallet; and/or
6. if your use of XP Wallet could subject us or our Affiliates or Personnel to any Liability, Loss or Claims.

1. Warranties

1. User warranties

As a User, you warrant and assure us that:

1. you are sufficiently experienced and educated in the operation of, and dealing with, Digital Wallets to make decisions regarding the operation of Digital Wallets;
2. you have all necessary experience, resources, certificates, licenses, permits and approvals to procure or create a XP Wallet, and to meet all other obligations under and in accordance with these XP Wallet Terms and all Applicable Laws;
3. your use of XP Wallet is undertaken at your own risk and we will not be liable for any Loss of any kind including Consequential Loss and including any loss of Digital Assets from your XP Wallet arising from any breach of security or unauthorised access or unexpected operation of any Smart Contracts;
4. none of the activity in which you engage with XP Wallet is derived from or for any illegal or unlawful purpose. You will substantiate the source of, or purpose of, interactions with XP Wallet if requested by us;
5. you are the lawful owner of each XP Wallet and each XP Wallet is owned and operated solely for your benefit, and no other person or entity has any right, title or interest in any XP Wallet;
6. you are 18 years of age or over and have full legal capacity to agree to the XP Wallet Terms and access and transact using XP Wallet under the laws of Australia or the laws of Your Jurisdiction;
7. you have sole control of any third party communication channel used to communicate and interact with your XP.ID and XP Wallet and you have secured the password(s) and credentials for accessing that third party service;
8. you will only use an XP Wallet for lawful purposes. You warrant you will not do any act that we, acting reasonably, consider to be inappropriate, or which is unlawful or prohibited by any Applicable Laws, including but not limited to any act which would constitute a breach of privacy, or defame or libel us, our Affiliates, Personnel or any other person;
9. you will not reverse engineer the code associated with XP Wallet or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to the Website any material which has not been authorised, including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory, obscene, threatening, pornographic, or which is otherwise detrimental to or in violation of our security protocols;
10. you will not damage, disrupt, interfere with or misuse a XP Wallet or the Services, including by data mining, hacking, data harvesting or scraping, the launching of any automated program or script including web crawlers, web robots, web indexers, bots, viruses or worms or any program, which makes multiple server requests per second or impairs the operation and/or performance of XP Wallet, or using similar data gathering or performance reducing tools in respect of XP Wallet;
11. all information supplied by you is true and accurate as at the time it is given, and that any information you provide has been given in accordance with best practice security measures and no other party, other than you or your authorised representative, has used, or has access to, the seed phrases, private keys or analogous passwords required to effect transfers from the XP Wallet;
12. you have had the opportunity to obtain independent legal advice in relation to the terms and effect of these XP Wallet Terms and any dealing in relation to Digital Assets or any third party products or services;
13. if requested by us, you will identify and substantiate the source of all Digital Assets in your XP Wallet;
14. you:
15. do not bear a name that appears on any Sanctions List or equivalent maintained by any other applicable regime;
16. are not acting on behalf of any person or entity that appears on any Sanctions List or equivalent maintained by any other applicable regime;
17. are not a Foreign Shell Bank;
18. are not established, incorporated, located or resident in a Prohibited Jurisdiction; and/or
19. do not transfer Digital Assets from or through your XP Wallet to a Prohibited Jurisdiction.

1. Continuous warranties

You represent and warrant that each of the warranties in clause 6.1 are true and accurate, and not misleading or deceptive as at the date of these XP Wallet Terms, and, except as expressly stated, will be true, accurate and not misleading or deceptive.

1. Notification

You must disclose to us anything that has or will constitute a material breach of any warranty under clause 6.1, or cause any warranty under clause 6.1 to be untrue or inaccurate, as soon as practicable after you become aware of it.  

1. Warranties and Disclaimer

1. Nothing in these XP Wallet Terms excludes, restricts, or modifies or purports to exclude or restrict the conditions, warranties and undertakings arising under Applicable Laws. Our Liability for death or personal injury arising from our negligence or for any mandatory condition, warranty, right or liability implied in these Terms by law cannot be excluded. XP Wallet is provided to you strictly on an “as is” and “as available” basis. You acknowledge that: some text
   1. your use of XP Wallet and any Digital Asset or third party product or service is at your own risk and is also subject to the terms and conditions of the websites, products and services of third parties through which you may access your XP Wallet;
   2. prior to accepting these XP Wallet Terms, you have been given a reasonable opportunity to examine and satisfy yourself as to the contents of these XP Wallet Terms and seek independent legal advice in relation to the terms and their effect;
   3. at no time prior to accepting these XP Wallet Terms have you relied on our skill or judgement, and you acknowledge that it would be unreasonable for you to do so.
2. To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including liability for Consequential Loss caused by breach of any express or implied warranty or condition. In particular, we do not warrant: some text
   1. that your access to XP Wallet will be free from interruptions, errors or viruses; or
   2. the accuracy, adequacy or completeness of any material, service or platform provided by third parties.

1. Indemnity and Release

1. You must indemnify us and our Affiliates and Personnel and keep us and our Affiliates and Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Affiliate or Personnel may suffer, sustain or incur arising from, or connected with, your breach of any clause of these XP Wallet Terms.
2. By using XP Wallet, you agree to release us from any Loss or Claims to the fullest extent permitted by law in respect of your acquisition or use of Digital Assets and any third party product or service, including any Claim for Consequential Loss of any kind.

1. Limitation of liability

1. Compliance with laws – No monitoring responsibilities

1. We will have no Liability or responsibility for your compliance with Applicable Laws governing your acquisition or use of XP Wallet, Digital Assets or any third party product or service. Further, you are solely responsible for compliance with all Applicable Laws having jurisdiction over your interactions with XP Wallet, Digital Assets and/or any third party products or services generally.
2. You further acknowledge that neither us nor any of our Affiliates or Personnel is, and will not be, by virtue of making available XP Wallet, an advisor, fiduciary or trustee to you and, given the non-custodial nature of the XP Wallet, XP does not hold or control your Digital Assets and expressly disclaims any trust in respect of your Digital Assets.

1. Third party services

We will not be liable for the performance, errors or omissions of third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), software or Smart Contract based applications, Digital Assets, telecommunications and other companies not under our reasonable control, and third parties providing services to the blockchain industry generally, such as, by way of example and not limitation: companies and other entities providing processing and payment or transaction services (including on- or off- ramp, “Layer 2” or similar “roll-up” or optimisation services), banking or payment partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any cryptocurrency token depends or forks of those blockchain(s).

1. Our liability

To the maximum extent permitted by law, we do not accept responsibility for any Loss (including Consequential Loss), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:

1. your acquisition or use of XP Wallet, Digital Assets or any third party products or services (including interference with or damage to your computer or mobile devices arising in connection with any such use or loss of Digital Assets);
2. XP Wallet being interrupted or unavailable;
3. errors or omissions from XP Wallet;
4. any failure or lack of any security measures relating to XP Wallet, or any third party including in relation to the storage or transfer or loss of Digital Assets;
5. viruses, malicious codes or other forms of interference affecting XP Wallet, any Digital Assets or any third party products or services;
6. your use of or reliance on information contained on or accessed through XP Wallet, the Platform, the Website or any third party service, which information may be incorrect, incomplete, inadequate or outdated;
7. goods or services supplied by any third party pursuant to or in any way connected with XP Wallet;  or
8. unauthorised access to or use of servers and/or any information stored on them.

1. No liability for Consequential Loss

Neither party will be liable to the other for any Loss or Claim in the nature of Consequential Loss.

1. Specific warnings

You must ensure that your access to XP Wallet or any third party product or service which you access in connection with your use of XP Wallet is not illegal or prohibited by Applicable Laws in the jurisdiction in which you are located. You agree that you will not rely on any information contained on our Platform, Website or third party sites or the availability of such information and that any decision you make in relation to XP Wallet, any Digital Asset, or any third party product or service will be as a result of your own independent assessment of such information. Even though we intend on providing accurate information, we cannot guarantee that the information on the Platform or Website is accurate, complete or updated, or free from technical inaccuracies or typos.

1. Copyright

1. All legal rights, title and interest in and to all elements of XP Wallet and the content of XP Wallet (including its “look and feel”, text, graphics (all art, drawings and artistic works), images, logos, icons, photographs, editorial content, films, sound recordings, literary works, software, design, systems, methods, information, computer codes, compilation of content, other codes, data and other material) (Applicable Intellectual Property), and all rights in and associated with the Applicable Intellectual Property (including without limitations all copyright, trademarks, service marks and trading names) is subject to open source licences or owned by us or licensed to us by third parties and protected under Applicable Laws.
2. Other than for the purposes of, and subject to the conditions prescribed under Applicable Laws, and except as expressly authorised by these XP Wallet Terms or in writing by us, you may not in any form or by any means:some text
   1. modify, copy, adapt, reproduce, store, distribute, transmit, print, display, perform, reproduce, publish, licence, or create derivative works from any part of XP Wallet or the Applicable Intellectual Property; or
   2. commercialise or commercially exploit, transfer, or sell any content, software, information, products, or services obtained from any part of XP Wallet or the Applicable Intellectual Property without prior written approval.

1. General

1. Precedence

Where there is inconsistency between these XP Wallet Terms and other content displayed as part of XP Wallet the content of these XP Wallet Terms will prevail to the extent of any inconsistency.

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1. Definitions

In these XP Wallet Terms:

Foreign Bank means an organisation that:

(1) is organised under the laws of a foreign country;

(2) engages in the business of banking;

(3) is recognised as a bank by the bank supervisory or monetary authority of the country of its organisation or principal banking operations;

(4) receives deposits to a substantial extent in the regular course of its business; and

(5) has the power to accept demand deposit;

Foreign Shell Bank means a Foreign Bank without a physical presence in any country, but does not include a regulated affiliate of a Foreign Bank;

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1. – XP Battle pass Terms

1. Introduction some text
   1. These XP Battle pass terms and conditions (XP Battle pass Terms) are made available by XP.GG Pty Ltd in connection with XP Battle pass. These XP Battle pass Terms supplement and incorporate the General Terms of the Terms, and our Privacy Policy.
   2. Any reference to capitalised terms in these XP Battle pass Terms that are not defined will have the same meaning as defined in the General Terms of the Terms. To the extent that these XP Battle pass Terms conflict with the General Terms, these XP Battle pass Terms will prevail.
   3. We offer XP Battle pass on an exclusive basis only to eligible users of the Services in accordance with Clause 4 of the General Terms.
   4. By obtaining or purchasing an XP Battle pass, you agree to abide by these XP Battle pass Terms. If you do not agree with any of the XP Battle pass Terms you must cease using XP Battle pass immediately.
   5. Your use of XP Battle pass involves various risks including, without limitation, software risks, losses relating to Digital Assets, fluctuation of prices of Digital Assets and other risks set out in clause 14 of the General Terms.
   6. Additional terms and conditions, guidelines, rules or policies may apply to Services (including any Challenges) which we offer or third party products or services (e.g. third party games) which you access in connection with your use of XP Battle pass. You should review these additional terms and conditions, guidelines, rules or policies in full and you should not use XP Battle pass if you do not agree to any additional terms and conditions, guidelines, rules or policies that apply to you.

1. Overview of XP Battle pass

1. XP Battle pass is designed to promote the video games of our gaming partners to users who participate in the XP Battle pass program.
2. We may offer free and paid versions or types of Battle pass which require a one-time or recurring subscription fee and are available for purchase through the Platform.
3. XP Battle pass involves video-game related skill-based challenges, tasks or competitions that can be completed to become eligible for rewards and prize draws (Challenges). Challenges may occur over a specific time period, including daily or weekly, or be linked to a particular event or promotion.
4. The rewards and prize draws available to eligible users of XP Battle pass may vary depending on your version or type of Battle pass and may change from time to time. The rewards and prize draws available to each type of Battle pass will be communicated to you on the Platform or the Website.
5. We make no guarantee that by obtaining or purchasing an XP Battle pass or participating in any Challenge that you will obtain any rewards or prizes.

1. Purchases and refunds

1. We may accept any payment method available via the Website from time to time for purchases of paid XP Battle passes. The total price will be shown via the Website on the Platform.
2. You acknowledge and agree that any paid XP Battle pass cannot be refunded unless required under any mandatory consumer guarantee under the Australian Consumer Law or Applicable Laws.

1. Participation and Rewards

1. The exact Challenges, features, rewards and prizes available to users of XP Battle pass will be communicated on the Platform and the Website. These Challenges, features, rewards and prizes will depend on the XP Battle pass type and may vary from time to time. Additional terms, conditions, guidelines, rules and policies may apply to any Challenges, rewards, prizes or promotions.

1. Compliance with Laws and Guidelines

1. You agree to comply with all Applicable Laws, these Terms, the XP Battle pass Terms, any additional terms and conditions that may apply in respect of any Challenge, competition or promotion from time to time or any third party product or service.
2. You also agree to comply with any guidelines, rules, policies or reasonable directions given by us in using XP Battle pass or any related Challenge, competition or promotion.
3. You shall not engage in any activities that are fraudulent, misleading, deceptive, or illegal or any behaviour or trading mechanism intended to manipulate or circumvent any Applicable Laws, these Terms or the XP Battle pass Terms, other terms and conditions, policies, rules, guidelines or reasonable directions, or give a false appearance of game or trading activity.

1. Termination

1. Termination with cause

We may terminate your XP Battle pass with immediate effect if:

1. your use of XP Battle pass presents a security risk or could adversely impact our systems and services;
2. you have breached any of the General Terms, the XP Wallet Terms, or these XP Battle pass Terms or any additional terms, conditions, guidelines, rules, policies or reasonable directions that apply to your use of XP Battle pass or participation in any Challenges, competitions, or promotions;
3. acting reasonably, we suspect that you have breached or will breach any of the warranties set out in the General Terms, the XP Wallet Terms, or these XP Battle pass Terms;
4. if our relationship with any third party partner who provides technology we use to provide the XP Battle pass service expires, terminates, or requires us to change the way we provide the XP Battle pass; and/or
5. if your participation in the XP Battle pass could subject us or our Affiliates to Liability, Claims or Losses.

1. Effect of termination

1. If we terminate your access to XP Battle pass, we may in our sole discretion terminate your entitlement or claim to any rewards or prizes in accordance with this clause;
2. If we terminate your access to XP Battle pass, we may also liaise with third parties, including our Affiliates, to terminate any access to third party services;
3. For the avoidance of doubt, following termination under this clause, you will no longer be able to earn or claim rewards or prizes or compete in Challenges.

1. Indemnity and Release

1. You must indemnify us and our Affiliates and Personnel and keep us and our Affiliates and Personnel indemnified at all times to the fullest extent permitted by law in respect of any Loss or Claim which we or our Affiliates or Personnel may suffer, sustain or incur arising from, or connected with, your breach of any clause of these XP Battle pass Terms.
2. By using XP Battle pass, you agree to release us from any Loss or Claims to the fullest extent permitted by law in respect of your acquisition or use of Digital Assets and any third party product or service, including any Claim for Consequential Loss of any kind.

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1. Limitation of Liability

1. Compliance with laws – No monitoring responsibilities

We will have no Liability or responsibility for your compliance with Applicable Laws governing your acquisition or use of XP Battle pass, Digital Assets or any third party product or service. Further, you are solely responsible for compliance with all Applicable Laws having jurisdiction over your interactions with XP Battle pass, Digital Assets and/or any third party products or services generally.

1. Third party services

We will not be liable for the performance, errors or omissions of third parties or decentralised networks such as, by way of example and not limitation: blockchain networks (whether private/permissioned or public), software or Smart Contract based applications, Digital Assets, telecommunications and other companies not under our reasonable control, and third parties providing services to the blockchain industry generally, such as, by way of example and not limitation: companies and other entities providing processing and payment or transaction services (including on- or off- ramp, “Layer 2” or similar “roll-up” or optimisation services), banking or payment partners, custody services, market making services and/or third party pricing services and decentralised blockchain networks such as, by way of example and not limitation, the blockchain(s) upon which any cryptocurrency token depends or forks of those blockchain(s).

1. Our liability

To the maximum extent permitted by law, we do not accept responsibility for any Loss (including Consequential Loss), however caused and whether or not foreseeable (whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:

1. any third party products or services;
2. XP Battle pass being interrupted or unavailable;
3. errors or omissions from XP Battle pass;
4. any failure or lack of any security measures relating to XP Battle pass, or any third party including in relation to the storage or transfer or loss of Digital Assets;
5. viruses, malicious codes or other forms of interference affecting XP Battle pass or any third party products or services;
6. your use of or reliance on information contained on or accessed through the Platform, the Website or any third party service, which information may be incorrect, incomplete, inadequate or outdated;
7. goods or services supplied by any third party pursuant to or in any way connected with XP Battle pass;  
8. unauthorised access to or use of servers and/or any information stored on them.

1. No liability for Consequential Loss

Neither party will be liable to the other for any Loss or Claim in the nature of Consequential Loss.

1. Specific warnings

You must ensure that your access to XP Battle pass or any third party service which you access in connection with your use of XP Battle pass is not illegal or prohibited by Applicable Laws in the jurisdiction in which you are located. You agree that you will not rely on any information contained on our Platform, Website or third party sites or the availability of such information and that any decision you make in relation to XP Battle pass or any third party service will be as a result of your own independent assessment of such information. Even though we intend on providing accurate information, we cannot guarantee that the information on the Platform or Website is accurate, complete or updated, or free from technical inaccuracies or typos.

8.6 Liability cap

To the maximum extent permitted by law:

1. we shall not be liable for any Consequential Loss arising out of or in connection with your use of XP Battle pass, even if advised of the possibility of such damages; and
2. our total liability in connection with your participation in XP Battle pass shall not exceed the total Fees paid by you to purchase or subscribe for an XP Battle pass (if applicable) or $100 (whichever is greater).

1. Intellectual Property

1. All legal rights, title and interest in and to all elements of XP Battle Pass and the content of XP Battle pass (including its “look and feel”, text, graphics (all art, drawings and artistic works), images, logos, icons, photographs, editorial content, films, sound recordings, literary works, software, design, systems, methods, information, computer codes, compilation of content, other codes, data and other material) (Battle Pass Intellectual Property), and all rights in and associated with the Battle Pass Intellectual Property (including without limitations all copyright, trademarks, service marks and trading names) is owned by us or licensed to us by third parties and protected under Applicable Laws.
2. Other than for the purposes of, and subject to the conditions prescribed under Applicable Laws, and except as expressly authorised by these XP Battle pass Terms or in writing by us, you may not in any form or by any means:some text
   1. modify, copy, adapt, reproduce, store, distribute, transmit, print, display, perform, reproduce, publish, licence, or create derivative works from any part of XP Battle pass or the Battle pass Intellectual Property; or
   2. commercialise or commercially exploit, transfer, or sell any content, software, information, products, or services obtained from any part of XP Battle pass or the Battle pass Intellectual Property without prior written approval.

1. General

1. Precedence

Where there is inconsistency between these XP Battle pass Terms and other content displayed as part of XP Battle pass the content of these XP Battle pass Terms will prevail to the extent of any inconsistency.

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