X Club Terms of Use

Introduction

These X Club Terms of Use (together with all appendices and exhibits hereto, which are hereby incorporated by reference, these "Terms," "Terms of Use," or this "Agreement") explain the terms and conditions by which you, whether personally or on behalf of an entity ("you"), may access and use the software products and services (the "Services") provided by X Club through https://x-club.io (hereinafter referred to as "X Club," "we," "us," and "our") to interact with the non-custodial, blockchain-based software protocol known as the "X Club Smart Contract," on https://x-club.io as described below. The Services shall include, but shall not necessarily be limited to, the website, https://x-club.io (the "Website" and "X Club Smart Contract,"), a website-hosted user interface, as well as any other websites, apps, interfaces or dashboards, available through the https://x-club.io domain, its subdomains, or any other means (the "Interface"). Please read these Terms of Use carefully as they govern your use of the Services.

You Are Entering Into a Binding Agreement

By accessing, using or interacting with the Services in any way, including by connecting your digital wallet address to the Interface, you represent that you have read, understand, acknowledge, and agree that you are entering into a binding legal agreement with us that includes these Terms and the Privacy Policy in their entirety. If you do not agree to be bound, you are not authorized to access, and should not use, any of the Services.

Technical Services Only

THE SERVICES INCLUDE TECHNICAL AND ADMINISTRATIVE SERVICES THAT MAKE IT POSSIBLE FOR USERS TO ACCESS AND INTERACT WITH ON-CHAIN SMART CONTRACTS THAT FUNCTION DETERMINISTICALLY AND ARE NOT OPERATED OR CONTROLLED BY X CLUB, AND INCLUDE, AMONG OTHER THINGS, THE INTERFACE, WHICH ALLOWS USERS TO DIRECTLY INTERACT WITH THE FULLY NON-CUSTODIAL, DECENTRALIZED PROTOCOL, KNOWN AS THE “X Club DAO,” WHICH OPERATES ON A PERMISSIONLESS PUBLIC BLOCKCHAIN, AS WELL AS OTHER SIMILAR PROTOCOLS. THE SERVICES ARE DISTINCT FROM THE X Club Smart Contract AND PROVIDE ONE, BUT NOT THE EXCLUSIVE, MEANS OF ACCESSING THE X Club Smart Contract. THE X Club Smart Contract CONSISTS OF OPEN-SOURCE, SELF-EXECUTING, AUTONOMOUS SMART CONTRACTS THAT ARE DEPLOYED ON THE ETHEREUM BLOCKCHAIN. X CLUB IS NOT A BROKER, DEALER, EXCHANGE, INVESTMENT ADVISER, CUSTODIAN OR FINANCIAL SERVICE PROVIDER OF ANY KIND. WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH ANY OF THE SERVICES.

Binding Arbitration; Class Action and Jury Trial Waiver

PLEASE BE AWARE THAT SECTION 5 GOVERNS THE RESOLUTION OF DISPUTES BETWEEN YOU AND US. SECTION 5 INCLUDES AN AGREEMENT TO ARBITRATE, WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 5 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 5 CAREFULLY.

Amendment of These Terms

We reserve the right, in our sole discretion, to amend or modify these Terms at any time. If and when we make changes, we will provide you with notice of such changes by updating the date reflected at the top of these Terms. All amendments will be effective when they are posted, and your continued use of the Services thereafter will constitute your acceptance of such revised Terms. If you do not agree with any such amendment, you must immediately stop accessing the Interface and terminate your use of the Services.

Acknowledgement of Risk

Please refer to the User Risk Documentation for information on the potential risks of engaging with the Services.

Membership

Membership in X Club is strictly by invitation. Admission is selective and may be contingent upon meeting specific criteria, including payment of membership fees or fulfilling other conditions. Once granted, membership is non-transferable. This means that it cannot be given or sold to another person. Additionally, membership fees are non-refundable. X Club reserves the absolute right to revoke membership at any time, for any reason, without providing an explanation. This includes, but is not limited to, violations of club rules, disruptive behavior, or failure to meet membership obligations. Membership is governed by the internal private rules and codes of conduct of the X Club.

Eligibility

To be eligible to access or use any of the Services, you must be at least the age of majority in the jurisdiction in which you reside, and you must have legal capacity, full right, power, and authority to enter into these Terms and be bound by them. If you are accessing or using the Interface on behalf of an entity, you represent that you have the legal authority to bind such entity.

There are certain features which may or may not be available to you depending on your location or other criteria. You must not reside in a jurisdiction where the transfer or holding of crypto assets is illegal or would require a license or authorization that you do not hold. You further represent that you are not: (i) the subject of economic or trade sanctions administered or enforced by any government authority or otherwise designated on any list of prohibited or restricted parties; (ii) in contravention of any laws or regulations pertaining to anti-money laundering or terrorist financing; (iii) included in the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)

We reserve the right to limit or block your ability to use the Services where your use is prohibited by any applicable domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, directive, requirement, or guideline. If we become aware of any violation of these Terms or any applicable law, we reserve the right to prohibit you from using the Services immediately and without prior notice and to report this violation to the relevant regulatory authorities and/or law enforcement, as necessary. This right extends to where we have reasonable grounds to suspect that a prohibition outlined herein may apply. We may also take any additional actions that we deem appropriate to comply with applicable law.

By using the Services, you represent and warrant that you meet the requirements contained in these Terms. As a condition to using the Services, you further represent and warrant to us that:

• You are eligible to enter into the Agreement and use the Services in accordance with these Terms.
• This Agreement is valid, binding on you, and enforceable against you.
• You will comply with all terms and conditions of this Agreement.
• You are not entering into the Agreement and using the Services in your capacity as a consumer.
• You will ensure that all information that you provide when using the Services is current, complete, and accurate.
• You will maintain the security and confidentiality of access to your cryptocurrency wallet address via private keys, access credentials, or otherwise.
• You acknowledge and agree that access to the Services is provided “as is” and “as available” basis, only.
• You acknowledge and agree that from time to time the Website may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which we may undertake from time to time; (iii) causes beyond our control or which are not reasonably foreseeable by us; (iv) disruptions and temporary or permanent unavailability of the underlying blockchain infrastructure; (v) unavailability of third party service providers or external partners for any reason. In such a case, you may be prevented from accessing or using the Services.
• You acknowledge and agree that the Services may evolve or change over time. This means we may alter, replace, or discontinue (temporarily or permanently) the Services at any time in our sole discretion.
• You acknowledge and agree that the pricing information provided in the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with us.
• You further acknowledge and agree that you are not relying upon pricing information provided in the Interface and will undertake reasonable independent diligence as to pricing information which may appear in the Interface.
• You acknowledge and agree that we do not act as an agent for any of the users, or for any party or parties who may otherwise use any underlying blockchain infrastructure that is involved in any of the Services.
• You are solely responsible for your use of the Services, including all transactions you make.
• In connection with using the Services, you will only transact legally obtained assets that belong to you.
• You will obey all applicable domestic and international laws in connection with using the Services.
• You will not use the Services if the laws of your country, or any other applicable law, prohibits you from doing so in accordance with this Agreement.
• You are solely responsible for reporting and paying any taxes applicable to your use of the Services.
• You are responsible for complying with any applicable export controls or embargoes.
• Any assets used by you in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets.
• You acknowledge and agree that we have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any assets that you may transfer to or from a third party, and that we are not responsible for ensuring that an entity with whom you transact actually completes the transaction or is authorized to do so. If you experience a problem with any assets purchased from or sold to a third party through the Services, you bear the entire risk.
• You covenant that all activity and conduct in connection with your use of the Services, including any resultant transactions of the assets, will be in compliance with all applicable law, rules, regulations, requirements, guidelines and policies of any governmental or quasi-governmental body or regulatory agency, any self-regulatory organization and that you will not use the Services for any illegal or unlawful purpose.
• You will not violate any applicable law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws.
• You acknowledge and affirm that you are not and have not been placed on any excluded or denied persons lists by any authority.
• You represent and warrant that you are not a resident of any of the following countries or regions (“Prohibited Jurisdictions”): Afghanistan, Belarus, Burma, Burundi, Central African Republic, China, Cuba, Democratic Republic of the Congo, Ethiopia, Guinea, Guinea-Bissau, Haiti, Hong Kong, Iran, Iraq, Lebanon, Libya, Mali, Nicaragua, Niger, North Korea (DPRK), Russia, Somalia, South Sudan, Sudan and Darfur, Syria, United Kingdom, Venezuela, Ukraine (regional areas including Crimea, Donetsk, Luhansk, Kherson, Zaporizhzhia), Yemen, and Zimbabwe.
• You represent and warrant that you will not transact with users in any Prohibited Jurisdictions or with any individuals sanctioned by OFAC, or sanctioned under EU or UK regulations.
• You do not and will not use Virtual Private Network (“VPN”) software, proxy server, or any other privacy or anonymization tools or techniques to circumvent any restrictions that apply to the Services, especially those which restrict the geographical availability of the Services.
• You acknowledge and waive any claim against us based on changes in law, regulatory inquiries, regulatory actions, or claims that limit our ability to provide access to the Services.
• You acknowledge that at any time, your access to the Interface may be suspended or terminated, or there may be a delay in your access or use of the X Club Smart Contract via the Interface which may result in the cryptocurrency assets diminishing in value or you being unable to complete a transaction.
• You acknowledge that we use data you submit using the Services through your wallet to detect, prevent and mitigate illicit or harmful activity and that we may share that data with blockchain analytics providers. We share this information with these service providers to allow them to help us to promote the safety, security, and integrity of the Services.
• The website may contain advertising material

1. The Services

1.1 The Interface

The Interface provides both web and mobile access to the fully non-custodial, blockchain-based software protocol known as the "X Club Smart Contract," which operates on the Ethereum blockchain, and may extend to several Ethereum Layer 2 solutions in the future. The Interface is distinct from the X Club Smart Contract and is one, but not the exclusive, means of accessing the X Club Smart Contract. The X Club Smart Contract consists of open-source, self-executing, autonomous smart contracts that are currently deployed on the Ethereum blockchain. For the avoidance of doubt, X Club does not control or operate any version of the X Club Smart Contract on any blockchain network and the X Club Smart Contract is not part of the Services. You may access the Interface via your non-custodial digital wallet, which allows you to directly interact with public blockchains. Your use of a non-custodial digital wallet is governed by the applicable terms of service of the third-party digital wallet provider.

New versions and upgrades to the X Club Smart Contract may be released from time to time, subject to the independent governance rules of the X Club Smart Contract. The Services may not be compatible with prior, abandoned or outdated versions of the X Club Smart Contract. X Club undertakes no responsibility or obligation to update or maintain the Interface to support legacy versions of the X Club Smart Contract. The Services may also become degraded or unexpectedly unavailable at times. To the extent you are using the Services to interact with the X Club Smart Contract, this could result in delays in accessing the X Club Smart Contract and your funds. We assume no responsibility or liability for any loss of, or delayed access to, your funds or otherwise delayed or failed transactions arising out of or in connection with any such degradation or unavailability of the Services.

1.2 Availability of Third-Party Products and Services

We reserve the right to make certain third-party products and services available to you through API integrations with third-party providers or blockchain-based integrations. Any such third-party products and services may include integrations, links, or other access to third-party services, sites, technology, content, and resources. By choosing to use these third-party products and services, you acknowledge and agree that your use of such products and services is subject to any terms and conditions, privacy policies, and other applicable agreements of the respective third-party providers. It is your responsibility to review and understand these terms before utilizing any third-party products and services available through the Interface. We disclaim any liability for any issues arising from your use of these third-party products and services, including, but not limited to, any breach of contract, privacy, or data security issues. You, and not X Club, will be responsible for any and all fees and charges associated with your use of any third-party services. X Club enables access to these third-party services merely as a convenience, and the inclusion of a third-party service on the Interface does not constitute an endorsement or recommendation of that third party’s products and services. Any dealings that you have with third parties while using the Services, such as the Interface, are between you and that third party. X Club will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused, by or in connection with the use of or reliance on any third-party products and services. X Club has no control over, and is not responsible for the accuracy, reliability, or completeness of such third-party products and services. We encourage you to review the terms of use and privacy policies of the third-party providers prior to using such products and services. Some third-party products or services will provide us with access to certain information that you have provided to such parties through your use of the third-party services, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information on the implications of using any products and services made available via the Services through third-party integrations or otherwise, including our use, storage, and disclosure of information related to you and your use of such third-party services within the Services, please see our Privacy Policy.

1.3 Other Products and Services

We may, from time to time, in the future offer you additional products and services. Such products and services shall be considered part of the Services, irrespective of whether such product is specifically defined in these Terms.

1.4 Modifications of the Services

We reserve the right, in our sole discretion, and without any liability to you, to modify, substitute, eliminate, add, or discontinue all or part of any of the Services at any time, including access to products and services made available via any third-party API integrations or links or blockchain-based integrations. We further reserve the right to review, modify, filter, disable, delete, and remove any and all content and information from any of the Services at any time, and without any liability to you.

1.5 Informational Resources

We may also make certain informational resources relating to the X Club Smart Contract, including, without limitation, the documentation on the Website, blog posts, data, articles, tutorials, social media posts and other informational content published by us, our employees or marketing partners (“Informational Resources”), available to you as part of the Services. The Informational Resources provided are not exhaustive and may not cover all aspects of or potential developments concerning the X Club Smart Contract. You acknowledge and agree that all such Informational Resources are intended for informational and educational purposes only and are not the exclusive or sole source of information regarding the X Club Smart Contract. X Club shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use or reliance on any Informational Resources. We assume no responsibility for keeping the Informational Resources up to date and/or accurate.

1.6 User Control of Crypto Assets

You understand, acknowledge and agree that neither we, nor any of our affiliates, are party to any transaction on the X Club Smart Contract. We do not retain possession, custody, or control over any user crypto assets at any time. Due to the decentralized, non-custodial nature of the X Club Smart Contract, X Club Smart Contract users retain exclusive control over their crypto assets at all times. You are solely responsible for safeguarding your private keys to your digital wallet/s, and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a digital wallet, and we make no representations or warranties regarding how any of the Services will operate with any type of digital wallet. Further, we accept no liability for any acts or omissions by you in connection with, or as a result of, your digital wallet being compromised.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by applicable law, you understand, acknowledge, and agree that we owe no fiduciary duties or liabilities to you or any other party, and to the extent that any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe to you are those expressly set forth in these Terms.

1.7 Transaction Fees

Blockchain transactions, including transactions occurring through the X Club Smart Contract, may require the payment of network transaction fees (i.e., gas fees). You will be solely responsible to pay the gas fees for any transaction that you initiate via any of the Services or through a third-party integration. You will also be responsible for any service or transaction fees assessed by, or in connection with your use of, the X Club Smart Contract, which may be updated from time to time in accordance with the governance construct of the X Club Smart Contract.

1.8 Tax Compliance

Your use of the Services, such as the Interface, to access the X Club Smart Contract, may result in various tax obligations or consequences, such as income or capital gains tax. It is your responsibility to determine whether taxes apply to any transactions that you initiate or receive, and, if so, to report and/or remit the correct tax amount to the appropriate tax authority.

2. Intellectual Property Rights

2.1 Ownership

We own all intellectual property and other rights in each of the Services, and their respective contents, including, but not limited to the software, text, graphics, images, trademarks, service marks, copyrights, patents, and designs. These rights are protected by international intellectual property laws and treaties. All such rights are reserved.

With respect to any feedback you provide to X Club (whether orally or in writing) concerning the Services, including any features or functionalities thereof, and including identifying potential errors and improvements (“Feedback”), you hereby grant to X Club an exclusive, worldwide, perpetual, fully paid-up, royalty free, fully-sublicensable (through multiple tiers of sublicensees) and freely assignable and transferable license to use any Feedback for any purpose without payment or restriction. It is further understood that X Club’s use of Feedback, if any, may be used by X Club in its sole discretion, and that X Club shall in no way be obliged to make any payment to you for or make use of any kind of the Feedback or part thereof.

2.2 License Grant

Subject to your compliance with these terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use. This license does not include any rights to modify, distribute, or create derivative works of the Services or any part thereof.

Except for the limited license granted in these Terms, X Club and its licensors retain all right, title, interest and all proprietary rights in and to the Services, including, without limitation, copyrights, patents, trademarks, service marks and trade names. X Club may change, suspend or discontinue any aspect of the Services at any time, without any liability or obligation to you. X Club, its licensors and service providers reserve all other rights afforded to them but not granted in these Terms.

Notwithstanding anything to the contrary in the Terms, the Services may contain software components released under separate open-source or business-source license terms, in which case those license terms will govern such software components.

2.3 Restrictions

You agree not to (i) copy, reproduce, distribute, or create derivative works from any part of the Services; (ii) attempt to reverse engineer, decompile, or disassemble the Services; (iii) remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Services; or (iv) use any automated means, such as bots or scripts, to access or interact with the Services.

2.4 Trademarks

All trademarks, service marks, logos, and trade names associated with the Services are proprietary to us or our licensors. You may not use any of these marks without our prior written consent.

You may not use any of our trademarks, trade names, service marks, copyrights, or logos, or those of our partners, affiliates, licensors, or their licensors, in any manner that creates the impression that such items: (i) belong to or are associated with you or indicate the sponsorship or approval of us, our licensors, any partners, affiliates, or their licensors; or (ii) are used with our licensors', partners', affiliates', or their licensors' consent.

2.5 Third-Party Content

The Services may include third-party content or links to third-party websites. We do not claim ownership rights in such third-party content, and we expressly disclaim any liability related to it. Your use of third-party content is subject to the terms and conditions of the respective third parties.

3. Disclaimer

3.1 Disclaimer of Warranties and Limitation of Liability

The Services are provided on an "as is" and "as available" basis without any warranties or representations, express or implied. We do not warrant that the Services will be uninterrupted, error-free, secure, or free from viruses. We are not responsible for the content or reliability of third-party links or services.

To the maximum extent permitted by law, X Club disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

X Club shall not be liable for any consequential, indirect, incidental, or special damages, including lost profits, lost data, or diminution in value, arising from the use of the Services.

In no event shall X Club's aggregate liability exceed one hundred dollars (USD $100.00).

Some jurisdictions may not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such cases, these limitations may not apply.

If you are dissatisfied with the Services, your sole remedy is to discontinue using them.

3.2 Indemnification

You agree to indemnify and hold harmless X Club and its affiliates from any claims arising from your use of the Services, including violations of these terms or your submission of harmful content.

3.3 No Financial Advice

The information provided is not financial advice.

Consult a professional before making investment decisions.

3.4 Risk Assumption

Decentralized Finance (DeFi) involves significant risks. Please review our User Risk Documentation for more information. By using the Services, you acknowledge that you understand the risks associated with DeFi and cryptocurrencies, including:

• Smart Contract Risks: Smart contracts are experimental technology that can fail or be exploited, potentially leading to losses.
• Market Volatility: The value of cryptocurrencies can fluctuate rapidly, leading to significant losses.
• Security Risks: Cryptocurrencies and DeFi platforms are vulnerable to hacks, scams, and other security threats.
• Regulatory Uncertainty: The regulatory landscape for cryptocurrencies is constantly evolving, and your activities may be subject to legal restrictions or penalties.

We are not responsible for any losses you may incur as a result of your participation in DeFi. You agree to assume full responsibility for all risks associated with using the Services.

You understand that the Services may not be available or appropriate for use in all jurisdictions. You are responsible for complying with all applicable laws and regulations.

We are not liable for any potential liabilities or violations of law that may arise from your use of the Services.

3.5 Third-Party Services

We are not responsible for the actions or content of third-party services linked to or integrated with the Services.

3.6 Amendments

We may update this disclaimer. Your continued use of the Services indicates your acceptance of any changes.

4. Prohibited Activities

4.1 Prohibited Technical Activities

• Harm the Services: Engage in activities that could damage, disrupt, or interfere with the Services.
• Bypass Security: Attempt to circumvent or bypass the Services' security measures.
• Gain Unauthorized Access: Access parts of the Services or data that you are not authorized to access.
• Attack the Services: Probe, scan, or test the Services' vulnerabilities or attempt to breach their security.
• Interfere with Functionality: Submit malware or other harmful code that could damage, disrupt, or interfere with the Services.
• Abuse the Services: Use the Services in a way that exceeds reasonable limits or constitutes excessive usage.
• Provide False Information: Provide false, misleading, or inaccurate information to the Services.

By using the Services, you agree to comply with these restrictions and avoid any actions that could harm the Services or other users.

4.2 Prohibited Intellectual Property Activities

• Modify or Reverse Engineer: Attempt to modify, decompile, or reverse engineer the Services or any part of them, unless the source code is open source.
• Resell or Distribute: Sell, rent, lease, or distribute the Services to third parties.
• Create Derivatives: Create derivative works of the Services or any part of them.
• Introduce Malware: Intentionally introduce any harmful code, viruses, or other malicious software into the Services.
• Violate Intellectual Property: Infringe upon or violate any third-party intellectual property rights, including copyrights, trademarks, or patents.
• Engage in Harmful Activities: Use the Services for defamatory, threatening, or harassing purposes.
• Authorize Others: Allow or permit any third party to engage in any of these prohibited activities.

These restrictions are in addition to any other terms and conditions that apply to your use of the Services.

4.3 Prohibited Law Violation Activities

You may not use the Services for any illegal purpose or to violate any law or regulation. This includes, but is not limited to:

• Sanctions Violations: Engaging in activities that violate sanctions imposed by the United States, the European Union, the United Kingdom, the United Nations Security Council, or other governing bodies.
• Money Laundering: Participating in activities that involve the concealment or movement of illegal funds.
• Fraud: Engaging in any type of fraudulent activity, including but not limited to:
  • Identity theft
  • Financial fraud
  • Intellectual property theft
• Other Illegal Activities: Engaging in any other illegal activity that violates applicable laws or regulations.

By using the Services, you agree to these terms and understand that you are solely responsible for your actions and any consequences that may result.

5. Dispute Resolution by Binding Arbitration

5.1 Informal Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in relation to these Terms, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations for a period of 60 days. You can notify us of a dispute by emailing us at [email protected]. If the dispute is not resolved within this period, the parties shall proceed to arbitration.

5.2 Applicability of the Arbitration Agreement

All unresolved disputes, claims, or controversies arising out of or relating to any of the Services or these Terms shall be finally resolved by arbitration under the rules of the St. Kitts and Nevis Bar Association of Mediators and Arbitrators, which are deemed to be incorporated by reference into this clause. In the event of any inconsistency between any term of the St. Kitts and Nevis Bar Association Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control, unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.

5.3 Terms of the Arbitration

The following terms shall apply to any Arbitration proceedings commenced under this Agreement:

• The number of arbitrators shall be one.
• The seat, or legal place, of arbitration shall be George Town, Grand Cayman.
• The language of the arbitration shall be English.
• All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.
• The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• All negotiations and arbitration proceedings related to any dispute (including, but not limited to, any settlements, awards, and the fact that they have taken place) shall be kept confidential by the parties, their representatives, and any participants in the arbitration, except as may be required by law or to enforce any settlement or arbitration award.
• Each party shall bear its own costs and expenses in connection with any arbitration proceedings, except that the arbitrator may award costs and expenses (including reasonable attorneys’ fees) to the prevailing party as part of the arbitration award.

5.4 Exclusions and Other Terms

• Dispute Resolution Process: This dispute resolution process shall not preclude either party from seeking interim or injunctive relief in a court of competent jurisdiction, including relief for the alleged unlawful use of intellectual property.
• Individual Basis: To the extent permitted by applicable law, any dispute arising out of or relating to these Terms shall be conducted on an individual basis and not in a class, consolidated, or representative action.
• Class Waiver: Notwithstanding any other provision of the Terms or the St. Kitts and Nevis Bar Association Rules, disputes regarding the interpretation, applicability, or enforceability of this class waiver shall be resolved exclusively by a court and not by an arbitrator.
• No Arbitration: If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party shall be entitled to arbitration.
• Jury Waiver: If, for any reason, a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to the Terms.

6. Governing Law

These Terms, the Services, and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the St. Kitts and Nevis without regard to the principles of conflict of laws.

7. Additional Provisions

7.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and X Club with respect to the subject matter hereof and supersede and extinguish all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral, between you and X Club regarding such subject matter.

7.2 Force Majeure

X Club is not liable for delays or failures caused by events outside of its reasonable control, such as:

• Natural disasters (earthquakes, floods, hurricanes)
• War, terrorism, riots
• Government actions or laws
• Strikes, labor disputes
• Power shortages
• Cyberattacks (DDoS attacks)
• Pandemics or other public health emergencies

7.3 Waiver and Severability

If any part of these Terms is found to be invalid, it will be changed to be as close as possible to the original intent while still being legal. The rest of the Terms will remain valid.

7.4 Assignment

You cannot transfer or assign this Agreement without our written permission. Any attempt to do so is invalid. We can freely assign or transfer this Agreement. This Agreement applies to both parties and their successors.

7.5 Termination

This Agreement is effective unless and until terminated by either you or us. You may terminate your Agreement with us at any time by ceasing all access to the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement (including without limitation any provision of these Terms), we reserve the right to terminate our Agreement with you and deny you access to the Services.

7.6 Relationship of the Parties; No Third-Party Beneficiaries

Nothing contained in the Terms shall constitute you and X Club as members of any partnership, joint venture, association, syndicate, unincorporated business, or similar assignment as a result of or by virtue of the relationship established by the Terms.

7.7 Notices

By accessing or using the Services, you consent to receive electronic communications from X Club, such as legal notices, updates, and promotional offers. X Club may provide you with these communications via email or by posting them on the Services.

You may provide X Club with notice by contacting us via email or our telegram support channel. [email protected], support Bot: https://t.me/xclub_ai_bot ("Notice Address").

All notices will be deemed effective upon dispatch.

If you have any questions about these Terms or the Services, please contact us at our Notice Address.

Appendix A: Participation in the X Club Campaigns

Rewards

For the avoidance of doubt, participation in the Campaign does not guarantee receipt of rewards (hereinafter "Rewards" or "Boosted Rewards"). X Club does not control or guarantee any aspect of the Campaign with respect to Rewards. The existence, distribution, nature, amount, and criteria for any Rewards are determined solely by X Club governance and are subject to change at any time.

Campaign Overview

At the direction of X Club governance, the X Club Activation Campaign (the "Campaign") will run from September 25, 2024, to January 1, 2026. Following this period, eligible users may claim boosted rewards through the X Club Smart Contract, to the extent that such rewards are made available via the X Club Smart Contract. User participation in the Campaign requires the acceptance of these terms outlined in this X Club Activation Campaign Appendix, the Terms of Use, and the Privacy Policy. The detailed acceptance process is outlined below.

Every next campaign will be announced through social media channels.

Acceptance and Blockchain Verification

After following the eligibility prompts on the Interface, users must connect their digital wallet. This will trigger a pop-up window containing the applicable X Club legal terms and conditions. Users must review the hyperlinked Terms of Use, including the X Club Activation Campaign Appendix, and Privacy Policy. Once reviewed, users must affirmatively accept the legal terms by clicking a checkbox in the pop-up window. Finally, users must sign a message on the blockchain with a unique identifier to confirm that they have read and accepted the Terms of Use and Privacy Policy.

Campaign Duration and Reward Details

The current Campaign is for a limited time and will end on September 2025. However, X Club reserves the right to end or extend the Campaign at any time and in its sole and complete discretion. At the conclusion of the Campaign, users can claim their boosted rewards, with the same digital wallet address they initially supplied to participate in the Campaign, through the X Club Smart Contract. Eligibility for boosted rewards does not guarantee receipt thereof. The claiming process is determined by X Club's community drive governance and is subject to modification.

Reward Claiming Process

In connection with the Campaign, X Club reserves the right to remove, restrict, or modify access to the boosted rewards claiming system within the Interface at any time. X Club does not distribute rewards, nor does it control their distribution. Instead, eligible users will directly connect to the X Club Smart Contract via their digital wallet address to claim their rewards. You are responsible for following the instructions for claiming rewards provided within the Interface within the timeframe specified by the xclub.money website.

You will have the opportunity to claim your Rewards through the Interface until January 30, 2026. Beyond this date, the claiming function within the Interface will no longer be available.

Eligibility Criteria

To be eligible to participate in the Campaign and claim boosted rewards, users must:

• Comply with all terms of this X Club Activation Campaign Appendix, the Terms of Use, and the Privacy Policy.
• Not reside in, be located or incorporated in, or have a registered office in, the United States of America.

No Liability for Token Distribution

X Club is not the issuer of any tokens and does not control the implementation or operations of the reward mechanisms. Rewards are programmatically generated via the smart contracts that comprise the X Club Smart Contract and established by the community-driven governance process of X Club. X Club expressly disclaims any liability related to the implementation, distribution, or non-distribution of rewards.

X Club's role is limited to facilitating your access to the Campaign under the Terms. The distribution of any rewards is outside X Club's control and depends exclusively on the X Club Smart Contract and X Club governance processes.

Reward Mechanism and Eligibility

The specific details of the reward mechanism, including how rewards are calculated and distributed, are solely controlled and determined by X Club and its community-driven governance processes. You acknowledge and agree that:

• The reward mechanism, calculation methods, and eligibility criteria may change at any time without prior notice, as determined by X Club's governance processes.
• X Club has no influence over the reward mechanisms and is not responsible for communicating any changes to them.
• The final determination of reward amounts, if any, and user eligibility rests entirely with X Club governance and the X Club Smart Contract.
• X Club makes no representations or guarantees regarding the consistency, fairness, or continuation of the reward mechanism or eligibility criteria.
• You are responsible for staying informed about any changes to the reward system by monitoring official X Club communication channels (namely Telegram: https://t.me/xclub_ai_bot).
• Participating in the Campaign does not guarantee your eligibility for rewards.
• X Club's role is limited to providing a point of access to the X Club Smart Contract and does not extend to the determination or implementation of rewards in connection with the Campaign.

By participating in the Campaign, you represent that you acknowledge, understand, and agree to these conditions regarding the reward mechanism and eligibility criteria.

Amendments to Campaign Terms

X Club reserves the right to modify the terms of the Campaign at any time, at the direction of X Club governance. Any modifications will be communicated through X Club's communication channels (Telegram: https://t.me/xclub_ai_bot) and are effective immediately upon posting unless otherwise specified. Your participation in the Campaign after any such changes constitutes your acceptance of the new terms.

Data Processing

These revisions aim to improve clarity, conciseness, and user-friendliness while maintaining the original intent of the clauses.

Privacy Policy for X Club

1. Introduction

This Privacy Policy describes how X Club ("we," "us," or "our") collects, uses, and discloses information in connection with your use of the X Club Interface (the "Interface") and Services (the "Services").

2. Information We Collect

We may collect the following information:

• Personal Information: This includes data that can identify you as an individual, such as your name and email address. We collect this information when you contact us through email.
• Non-Identifiable Information: This includes aggregated data that does not identify you personally, such as usage data and preferences. We collect this information through third-party analytics platforms.

3. How We Use Your Information

We use your information for the following purposes:

• To provide and improve the Services: We use your information to operate the Interface, personalize your experience, and improve the Services.
• To communicate with you: We may use your email address to respond to your inquiries and send you important updates about the Services.
• For legal and compliance purposes: We may disclose your information to legal authorities or comply with applicable laws.

4. Sharing and Disclosure of Information

We may share your information under the following circumstances:

• Affiliates and Service Providers: We may share your information with affiliated companies and third-party service providers who help us operate the Services. These providers are contractually obligated to keep your information confidential and use it only for the purposes we specify.
• Non-Identifiable Information: We may share aggregated, de-identified information for any purpose except as prohibited by law.
• Business Transfers: In the event of a merger, acquisition, or other business transaction, your information may be transferred to a new owner.
• Legal Disclosures: We may disclose your information to legal authorities as required by law or to protect our legal rights.

5. Third-Party Services and Websites

The Interface may integrate with third-party technologies and websites. We are not responsible for the privacy practices of these third parties. We recommend reviewing their privacy policies before interacting with them.

6. Cookies Notice

We do not currently use cookies on the Interface.

7. Security

We take reasonable steps to protect your information from unauthorized access, use, or disclosure. However, no website or internet transmission is completely secure.

8. Data Retention

We retain your information for as long as necessary to fulfill the purposes outlined in this Policy and to comply with applicable laws. We may also retain information for legitimate business purposes, such as fraud prevention.

9. International Data Transfer

Your information may be transferred to and processed in jurisdictions with different data privacy laws. By using the Services, you consent to such transfers.

10. Eligibility

To use the Services, you must be legally able to enter into a contract according to applicable laws. The Services are not directed at children.

11. Additional Disclosures for EEA and UK Residents

If you are a resident of the European Economic Area (EEA) or the United Kingdom (UK), you have certain data protection rights under the General Data Protection Regulation (GDPR) and the Data Protection Act 2018 (DPA). These rights include:

• Right to Access: You have the right to request a copy of your personal information.
• Right to Rectification: You have the right to request that we correct any inaccurate personal information about you.
• Right to Erasure (Right to be Forgotten): You have the right to request that we delete your personal information.
• Right to Restriction of Processing: You have the right to restrict how we process your personal information.
• Right to Object: You have the right to object to the processing of your personal information.
• Right to Data Portability: You have the right to request that we transfer your personal information to another controller.

To exercise any of these rights, please contact us at [email protected].

12. Changes to this Privacy Policy

We may update this Privacy Policy at any time. We will notify you of any changes by posting the revised Policy on the Interface. Your continued use of the Services after the revised Policy is posted constitutes your acceptance of the changes.

13. Contact Us

If you have any questions or comments about this Privacy Policy, please contact us at [email protected].