Terms & Conditions

Below, please review, acknowledge, and adhere to both the UXD Website Terms of Use as well as the UXD Token Terms And Condition, collectively the “Terms And Conditions”.

UXD Website Terms of Use

Effective as of: January 18th 2022

Acceptance of the Terms of Use

These terms of use are entered into by and between you and Soteria FZCO d/b/a UXD Protocol ("UXD," "we," or "us"). The following terms and conditions (the "Terms of Use"), govern your access to and use of https://uxd.fi, including any content, functionality, and services offered on or through https://uxd.fi (the "Website").

Please read the Terms of Use carefully before you start to use the Website. By using the Website and/or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.

This Website is offered to Eligible Persons. Eligible Persons are defined as persons, aged 18 years or older, or entities who are not residents of, citizens of, are incorporated in, or have a registered office in any Restricted Territory, as defined below (any such person or entity, a “Restricted Person”). Restricted territory includes the UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES), ANTIGUA AND BARBUDA, ALGERIA, BANGLADESH, BOLIVIA, BELARUS, MYANMAR (BURMA), COTE D’IVOIRE (IVORY COAST), REPUBLIC OF CRIMEA, CUBA, DEMOCRATIC REPUBLIC OF THE CONGO, ECUADOR, IRAN, IRAQ, LIBERIA, LIBYA, MALI, MOROCCO, NEPAL, NORTH KOREA, RUSSIA, SOMALIA, SUDAN, SYRIA, VENEZUELA, UNITED KINGDOM, YEMEN, ZIMBABWE, ANY JURISDICTIONS IN WHICH THE SALE OF CRYPTOCURRENCIES ARE PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION, OR ANY STATE, COUNTRY, OR REGION THAT IS SUBJECT TO SANCTIONS ENFORCED BY THE UNITED STATES, THE UNITED KINGDOM, OR THE EUROPEAN UNION.

Restricted Persons are strictly prohibited from directly or indirectly holding, owning, or using the Tokens in any way or otherwise transacting on or using the Website.

No transaction with the Tokens may be for the financial or other benefit of a Restricted Person.

By using this Website, you represent and warrant that you are NOT a Restricted Person. If you do not meet all of these requirements, you must not access or use the Website. If you are a Restricted Person, then do not attempt to access or use the Website. Use of a virtual private network (e.g., a VPN) or other means by Restricted Persons to access or use the Website is prohibited.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time to you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Website.
Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website.

Intellectual Property Rights

We are the owner of all intellectual property rights in the Website and the material published on them. These works are protected by copyright laws and all such rights are reserved.

http://www.uxd.fi is the uniform resource locator (“URL”) of UXD. You will not make use of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.

You agree not to monitor, use or copy our web pages without our prior consent. Any unauthorized use or reproduction may be prosecuted.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website to:

Violate any applicable laws, statutes, ordinances, rules, regulations, judgments, injunctions, administrative interpretations, orders and decrees of any Governmental Authority, including amendments thereto (collectively, “Laws”), 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, in each case as may be amended; any purpose that is unlawful.
Disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband digital tokens, fiat, funds, property, or proceeds;
Facilitate, approve, evade, avoid, or circumvent any applicable Law;
Evade taxes in any jurisdiction applicable to you or UXD;
Purchase or redeem tokens, or otherwise transact on the Website, with anything other than fiat currency, funds, keys, property, or digital tokens that have been legally obtained by you and that belong to you;
Access the Website using any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location;
Export, reexport, or transfer, directly or indirectly, any UXD technology in violation of applicable export Laws or regulations;
Infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Website;
Misrepresent the truthfulness, sourcing or reliability of any content on the Website;
Use the Website in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Website or the UXD Protocol, or that could damage, disable, overburden, or impair the functioning of the Website or the UXD Protocol in any manner;
Attempt to circumvent any content filtering techniques or security measures that UXD employs on the Website, or attempt to access any service or area of the Website that you are not authorized to access;
Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Website to extract data;
Introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Website;
Post content or communications on the Website that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
Post content on the Website containing unsolicited promotions, commercial messages or any chain messages or user content designed to deceive or trick the user of the Website; or
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.
Encourage or induce any third party to engage in any of the activities prohibited under these Terms of Use.
You acknowledge that the Website and your use of the Website contain certain risks, including without limitation, that any smart contracts you interact with are entirely your own responsibility and liability;
Accordingly, you expressly agree that:

you assume all risk in connection with your access and use of the Website; and
you expressly waive and release UXD from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Website.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Governing Law and Jurisdiction

These Terms of Use shall be governed by and construed and enforced in accordance with the laws of Dubai, and shall be interpreted in all respects as a Dubai contract. Any dispute, controversy, claim or action arising from or related to your use of the Website or these Terms of Use likewise shall be governed by the laws of Dubai, exclusive of choice-of-law principles. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against UXD and our affiliates.

Arbitration, Class Action Waiver

PLEASE REVIEW THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Any dispute, controversy or claim arising out of, relating to or in connection with UXD, or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration. The arbitrator shall have the exclusive jurisdiction to determine its jurisdiction over any dispute, controversy or claim.

Should you have any dispute with UXD, or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, you shall give UXD at Unit 101, Dubai Silicon Oasis, DDP, Building A2, Dubai, United Arab Emirates written notice and attempt to resolve the dispute with us informally.

In the event, that we are unable to resolve with you after ninety (90) days, we each agree to resolve any claims, dispute, controversy, arising out of these Terms of Use, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force at the time the claim is submitted to the arbitrator. The number of arbitrators shall be one; the seat of the arbitration be in Switzerland; the arbitral proceedings shall be conducted in English. The applicable law shall be Dubai law.

Any claims, dispute, controversy, arising out of these Terms of Use, including the validity, invalidity, breach or termination thereof, can only be brought on your individual capacity, not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this Agreement, you are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

Indemnification

You agree to hold harmless, release, defend, and indemnify UXD, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and to hold each of them harmless, from and against any loss, damage, liability, cost or expense, including reasonable attorneys’ fees and costs of investigation, to which they may be put or which they may reasonably incur or sustain due to or arising out of (a) your access to and use of the Website; (b) your violation of these Terms of Use, the right of any third party, or any other applicable Law, rule, or regulation; and (c) any other party’s access and use of the interface with your assistance or using any device or account that you own or control.

Limitation of Liability

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Interface, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access to or use of the Website, or from any access to or use of any information obtained by any unauthorized access to or use of the Website. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Interface; (c) unauthorized access to or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of, the use of any content made available through the Interface; and (g) the defamatory, offensive, or illegal conduct of any third party. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the Terms of Use may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

About Us

Soteria FZCO is incorporated in Dubai, with the principle place of business at Unit 101, Dubai Silicon Oasis, DDP, Building A2, Dubai, United Arab Emirates.

Contact Us

If you need to contact us, please do so at uxdlegal@gmail.com.

UXD Token Terms and Conditions

Effective as of: January 18th 2022

THE TERMS OF THIS AGREEMENT FORM A BINDING LEGAL CONTRACT BETWEEN YOU AND SOTERIA FZCO D/B/A UXD PROTOCOL (HEREINAFTER “UXD,” “WE,” OR “US”). CAREFULLY READ ALL OF THE TERMS OF THIS AGREEMENT BEFORE CLICKING THE “I AGREE” BUTTON. BY CLICKING THE “I AGREE” BUTTON YOU ACKNOWLEDGE YOUR CONSENT AND AGREEMENT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT (A) CLICK “I AGREE,” (B) MINT AND/OR REDEEM UXD TOKENS, AS DEFINED BELOW, AND (C) DO NOT USE THE UXD TOKENS. IF YOU HAVE ANY QUESTIONS REGARDING THE EFFECT OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU ARE ADVISED TO CONSULT INDEPENDENT LEGAL COUNSEL.

his Token Agreement (this “Agreement”) contains the terms and conditions that govern your minting and redemption of the UXD Tokens, an algorithmic stablecoin on the Solana Network, and all relevant smart contracts governing the creation or destruction thereof, such concepts collectively referred to as the “Tokens” or “UXD Tokens” and it defines your rights and obligations with respect to the Tokens. This is an agreement between you and UXD. You and UXD are herein referred to individually as a “Party” and collectively as the “Parties.” This Agreement incorporates by references all of the Terms of Use described above. Terms not defined herein shall take the definition in the Terms of Use.

Only Eligible Persons, defined below, are permitted to access or use https://app.uxd.fi/ (the “Token Site”) or https://uxd.fi (the “Website”), in order to mint and/or redeem the Tokens or any other application or available action(s) that may be offered in the future. Any Restricted Person, defined below, that uses the Token Site or its services will be in breach of this Agreement and may have any fiat, digital tokens, funds, proceeds or other property put at the risk of confiscation or other penalty as per a Restricted Person's relevant jurisdiction.

By accepting these terms and minting and redeeming the Tokens, you agree to be legally bound by these terms (including the exhibits hereto) and any related announcements and you expressly acknowledge and represent that you have carefully reviewed these terms, the related announcements and fully understand the risks, costs, and benefits of participating.

If you do not agree with this Agreement, you may not access Token Site, Website, mint and/or redeem the Tokens, or participate in any future applications or available action(s) that may be offered by UXD.

The Tokens

Minting and Redeeming the Tokens. UXD has provided specific procedures on how you may seek to mint and redeem Tokens through the Token Site. By minting and redeeming Tokens, you acknowledge, agree to, and have no objection to such procedures and specifications. You further acknowledge and agree that failure to properly use the Token Site and follow such procedures, including the submission of all required documentation, may result in a rejection of this Agreement and you not receiving any Tokens. Unauthorized access or use of the Token Site or the receipt of Tokens through any other means are not sanctioned or agreed to in any way by UXD. You should take great care to verify the accuracy of the Token Site and relevant smart contracts used to mint and redeem Tokens. You agree and acknowledge that it is your responsibility to stay informed about the Tokens, including any changes and amendments by UXD to the Tokens. You agree that UXD is not liable for your unawareness of any changes to theTokens.

You acknowledge and agree that UXD, in its sole discretion, reserves the right to accept or reject this or any other agreement to mint or redeem UXD Tokens, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by you of notice of acceptance of this Agreement. If this offer is rejected in whole this Agreement shall thereafter be of no further force or effect. If this offer is rejected in part, this Agreement will continue in full force and effect to the extent the mint and redemption was accepted.

You acknowledge and agree that this Agreement cannot be withdrawn, terminated, or revoked. This Agreement shall be binding on your heirs, executors, administrators, successors, and assigns. This Agreement is not transferable or assignable by you.

Rights as Holder of Tokens. You acknowledge and agree that the Tokens shall have only such rights and attributes as are expressly set forth on herein, subject to the terms thereof, including but not limited to each of the restrictions and conditions described on herein.

No Regulatory Approval. The Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment, capital markets product or investment product in any jurisdiction. This Agreement does not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of regulated investment, capital markets product or investment product, or a solicitation for any form of regulated investment, capital markets product or investment product in any jurisdiction. No regulatory authority has examined or approved of these terms. No such action has been or will be taken by UXD to obtain such approval under any laws, statutes, ordinances, rules, regulations, judgments, injunctions, administrative interpretations, orders and decrees of any Governmental Authority, including amendments thereto (collectively, “Laws”), regulatory requirements, or rules of any jurisdiction.

No Claim, Loan or Ownership Interest. The minting and redemption of Tokens: (a) does not provide you with rights of any form with respect to UXD or its revenues or assets, including, without limitation, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property) or other financial or legal rights; (b) is not a loan to UXD; and (c) does not provide you with any ownership, equity, or other interest in UXD.

No Representations or Warranties by UXD

You understand and expressly accept that the smart contracts governing the Tokens are subject to change by UXD, at UXD’s sole discretion, and the Tokens will be created and delivered to you on an as-is basis and without any express or implied representation or warranty. UXD or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and the Tokens make no representation, warranties, covenants, or guarantees to you of any kind and, to the extent permitted by applicable Laws, UXD expressly disclaims all representations, warranties, covenants or guarantees, express, implied or statutory, with respect to the Token Site and Tokens. UXD or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors do not represent or warrant that the Tokens will be reliable, current or error-free, or will meet your requirements, or that defects in the Tokens will be corrected. UXD or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and the Tokens cannot and do not represent or warrant that the delivery mechanism for the Tokens will be free of viruses, bugs, or other harmful components. THE RISK OF LOSS IN BUYING, HOLDING AND TRADING DIGITAL ASSETS AND RIGHTS THEREIN, INCLUDING THE TOKENS, CAN BE IMMEDIATE AND SUBSTANTIAL. THERE IS NO GUARANTEE AGAINST LOSSES FROM PARTICIPATING. YOU SHOULD THEREFORE CAREFULLY CONSIDER WHETHER MINTING AND REDEEMING THE TOKENS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL CONDITION.

No warranties are given regarding the availability, transferability, or tradability of Tokens on any cryptocurrency or other form of exchange which shall not be construed, interpreted or deemed by you as an indication of the merits of UXD or the Tokens.

Your Representations and Warranties

In connection with the minting and redemption of the Tokens hereunder, you hereby represent and warrant to UXD:

Truthfulness of Information. Any information provided to UXD is truthful, and you have not falsified or materially omitted any information or provided misleading or inaccurate information to UXD.

Risk Factors. You are aware that the Tokens involve a significant degree of risk. You acknowledge that no representations or warranties have been made to you or to your advisors or representatives with respect to the business or prospects of UXD or its financial condition.

Authorization. You have all requisite power and authority to execute and deliver this Agreement, to mint and redeem the Tokens, and to carry out and perform your obligations under this Agreement. All action on your part required for the lawful execution and delivery of this Agreement and other agreements required hereunder have been or will be effectively taken place. This Agreement has been duly executed by you. The Agreement constitutes a legal, valid and binding obligation on you enforceable against you in accordance with the Agreement’s terms, except that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws of general application relating to or affecting creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

Eligible Persons. You are an Eligible Person. Eligible Persons are defined as persons, aged 18 years or older, or entities who are not residents of, citizens of, are incorporated in, or have a registered office in any Restricted Territory, as defined below (any such person or entity, a “Restricted Person”). Restricted territory includes the UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES), ANTIGUA AND BARBUDA, ALGERIA, BANGLADESH, BOLIVIA, BELARUS, MYANMAR (BURMA), CANADA, COTE D’IVOIRE (IVORY COAST), PEOPLE’S REPUBLIC OF CHINA, REPUBLIC OF CRIMEA, CUBA, DEMOCRATIC REPUBLIC OF THE CONGO, ECUADOR, IRAN, IRAQ, LIBERIA, LIBYA, MALI, MOROCCO, NEPAL, NORTH KOREA, SOMALIA, SUDAN, SYRIA, VENEZUELA, UNITED KINGDOM, YEMEN, ZIMBABWE, ANY JURISDICTIONS IN WHICH THE SALE OF CRYPTOCURRENCIES ARE PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION, OR ANY STATE, COUNTRY, OR REGION THAT IS SUBJECT TO SANCTIONS ENFORCED BY THE UNITED STATES, THE UNITED KINGDOM, OR THE EUROPEAN UNION.

Restricted Persons are strictly prohibited from directly or indirectly holding, owning, or using the Tokens in any way or otherwise transacting on or using the Tokens, the Token Site, or the Website.

No transaction with the Tokens may be for the financial or other benefit of a Restricted Person.

Right to Use. If you (a) are an Eligible Person, (b) are not operating on behalf of a Restricted Person, and (c) comply with this Agreement, UXD grants you a limited right to use the Token Site. The right to use the Token Site is a personal, restricted, non-exclusive, non-transferable, non-sublicensable, revocable, limited license, and it is subject to the limitations and obligations in this Agreement. Nothing in these Agreement gives you any license (other than as set out in this paragraph), right, title, or ownership of, in, or to the Token Site, or to any of UXD’s copyrights or trademarks. UXD may suspend or terminate the provision of Token Site to you and take measures to prevent any future accounts, associated with you or any persons with whom you may share an economic interest or other motivation, from accessing the Website, Token Site, or any other relevant services or action(s) offered by UXD in the future, as required by applicable Laws or where UXD determines that you have violated, breached, or acted inconsistent with any of these Terms or exposed UXD or its associates to the possibility of sanctions, restrictions or losses pursuant to applicable Laws, or in connection with an investigation regarding any of the foregoing.

Accuracy in Wallet Address. Transactions in crypto assets such as the Tokens and certain other virtual currencies are irreversible. Failure to provide UXD with the correct public wallet address under your control will, in most cases, result in the loss of the Tokens. UXD bears no responsibility for verifying the accuracy of the provided wallet address. UXD is also not responsible for any Tokens that are lost or transferred from your wallet to an unintended wallet address.

No Conflicts. The execution, delivery and performance of this Agreement will not result in (a) any violation of, be in conflict with or constitute a material default under, with or without the passage of time or the giving of notice of, (i) any provision of your organizational documents, if applicable; (ii) any provision of any judgment, decree or order to which you are a party, by which you are bound, or to which any of your assets are subject; (iii) any agreement, obligation, duty or commitment to which you are a party or by which you are bound; or (iv) any L; or (b) the creation of any lien, charge or encumbrance upon your assets. “Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including without limitation any government authority, agency, department, board, commission or instrumentality and any court, tribunal or arbitrator(s) of competent jurisdiction and any self-regulatory organization. For the avoidance of doubt, Governmental Authority may include private bodies exercising quasi-governmental, regulatory or judicial-like functions to the extent they relate to either Parties or the Tokens.

Suitability, Experience, and Ability to Bear Risk. You have sufficient knowledge and experience in business, technology, and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems and blockchain technology, to be able to evaluate the risks and merits of your minting and redemption of Tokens using a digital wallet. You are able to bear the risks thereof, including loss of all amounts paid, loss of Tokens and liability to UXD and others for its acts and omissions, including without limitation those constituting a breach of this Agreement, negligence, fraud or willful misconduct. Your financial situation is such that you can afford to bear the economic risk of holding Tokens for an indefinite period of time, and you can afford to suffer the complete loss of the Tokens.

You have further obtained sufficient information in order to make an informed decision to mint and redeem the Tokens. You are not relying on UXD or any of its owners, directors, officers, counsel, employees, agents or representatives for legal, investment, or tax advice. You represent that to the extent that you have any questions with respect to the Tokens, you have sought professional advice. You have sought independent legal, investment, and tax advice to the extent that you have deemed necessary or appropriate in connection with the Tokens.

UXD Information/Opportunity to Investigate. You, in making the decision to mint and redeem the Tokens, have relied upon an independent investigation of UXD and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from UXD, its owners, directors, officers, employees, agents, or any other representatives of UXD, other than as expressly set forth in this Agreement.

Token Site. You acknowledge that UXD has established Terms of Use for the Token Site and https://uxd.fi (the “Website”), which Terms of Use (described above) may be amended from time to time. You have read and have complied with and agree to continue to comply with the Terms of Use for the Token Site. You have verified the accuracy of the Token Site.

You acknowledge that you shall be solely responsible for inputting and transmitting all required documentation correctly and accurately.

You acknowledge access to the Token Site may be limited, unavailable or interrupted at any time, including, but not limited to, during periods of peak demand, market volatility, system upgrades, maintenance, or during any other events impacting you, UXD or third party providers providing systems or services necessary for the Token Site to be available and that UXD will not be liable, and you will not attempt to hold UXD liable, for any losses arising out of or relating to any inaccuracies, duplications or errors placed on the Token Site or resulting transactions.

Sanctions Compliance. Neither you, nor any person having a direct or indirect beneficial interest in you or Tokens being acquired by you, or any person for whom you are acting as agent or nominee in connection with Tokens, has been or is (i) the subject of sanctions administered or enforced by the United States (including without limitation the U.S. Department of the Treasury’s Office of Foreign Asset Control), the United Kingdom, the European Union or any other Governmental Authority (collectively, “Sanctions”), (ii) organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions, or (iii) otherwise a party with which UXD is prohibited from dealing with under applicable Laws.

Anti-money Laundering; Counter-Terrorism Financing. To the extent required by applicable Laws, you have complied and will continue to comply with all anti-money laundering and counter-terrorism financing requirements.

Funds and Payments. The funds, including any fiat, virtual currency or cryptocurrency, you use to mint and redeem Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and you will not use, or permit the use of, Tokens to finance, engage in or otherwise support any unlawful activities.

You are not concealing or disguising the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable anti-money laundering or counter-terrorism Laws, or other any other Laws.

Provision of Information. To the extent that UXD determines, in its sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable Laws, regulations or rules in connection with this Agreement, you shall provide such information promptly upon such request in such form or manner as UXD may require, and you acknowledge and accept that UXD may withhold delivery of Tokens until such requested information has been provided to the satisfaction of UXD. Further, in the course of processing transactions on the Token Site or Website, UXD may be required to share your user information with other contractual parties, including financial institutions, or as required under applicable Laws or demanded upon a lawful request by any Government. You hereby irrevocably grant full permission and authority for UXD and its associates to share this information with such contractual parties, or as required under applicable Laws or demanded upon a lawful request by any government, and release UXD and its Associates from any liability, error, mistake, or negligence related thereto. You accept all consequences of sending the Tokens, off the Token site.

Termination

General Termination Right. This Agreement may be terminated by UXD with or without notice to you at any time prior to the delivery of the Tokens, and any such termination shall be without liability on the part of UXD (or any of our affiliates, and our and their respective owners, directors, officers, employees, agents, advisors, or other representatives) to you. UXD further reserves the right, in its sole and absolute discretion, to terminate the Agreement notwithstanding any delivery of Tokens which may have been effected, in the case where there is any change in any applicable law, regulation, or rule after such delivery which prohibits, restricts, curtails, hinders, impairs, or otherwise adversely affects the minting, redemption of, and delivery of Tokens to you to any extent. UXD is under no obligation to refund any transaction or gas fees, which shall be borne by you.

This General Termination right shall also include the right to terminate this Agreement if UXD discovers that you have engaged in unfair, excessive, or abusive usage or conduct, UXD reserves the right to take such actions as may be necessary, to the fullest extent possible under law, to protect UXD from losses, damages, harm, or degradation of any form and manner including, without limitation, refusing delivery of the Tokens.

You acknowledge that UXD may delay or suspend access to all services or action(s) provided by UXD under various circumstances, including in the event that UXD determines that you a Restricted Person; you have engaged in a prohibited use, defined below; when UXD is directed to do so by any government; if your UXD token wallet or other account or wallet is subject to pending litigation, investigation, or Government proceedings; or when UXD believes that someone is attempting to gain unauthorized access to your UXD token wallet or other account or wallet. The Tokens are not legal tender and are not backed by any Government. The Tokens are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections.

Termination Upon Your Breach. UXD reserves the right to terminate this Agreement, in its sole discretion, in the event that you are in breach of any term of this Agreement. In the event of a such a termination, (a) all of your rights in Tokens shall become immediately void and of no further force and effect, (b) all of your rights under this Agreement shall immediately terminate, and (c) you shall not be entitled to any other recourse (including any refund for any amounts paid to UXD in connection with this Agreement).

Indemnification

You hereby agrees to indemnify UXD, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and to hold each of them harmless, from and against any loss, damage, liability, cost or expense, including reasonable attorneys’ fees and costs of investigation, to which they may be put or which they may reasonably incur or sustain due to or arising out of (a) any inaccuracy in or breach of any representation or warranty by you or your affiliates or agents, whether contained in this Agreement or any other document provided by you to UXD in connection with the Tokens (b) any nonfulfillment or breach of any covenant, agreement, or other provision by you or your affiliates or agents, whether contained in this Agreement or any other document provided by your to UXD in connection with the Tokens, (c) the sale or distribution of the Tokens in violation any applicable law, and (d) your access to and use of the Token Site. All indemnification provisions shall survive the termination of this Agreement.

Limitation of Liability

Except as expressly provided by this agreement and applicable Laws, UXD or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and the Tokens shall not be responsible or liable for any losses resulting directly or indirectly from: (a) any act or omission by you or your agent or any error, negligence, or misconduct by you; (b) failure of transmission or communication facilities; (c) any other cause or causes beyond UXD’s control, including, without limitation, for reasons such as acts of God, fire, flood, strikes, work stoppages, acts of terrorism, governmental or regulatory action, delays of suppliers or subcontractors, war or civil disturbance, self-regulatory organization actions, telecommunication line or computer hardware failures and any other telecommunication failures; (d) UXD’s reliance on any instructions, notices, or communications that it believes to be from an individual authorized to act your behalf, and you hereby waive any and all defenses that any such individual was not authorized to act on your behalf; (e) government restrictions; exchange, regulatory, or market rulings; suspension of trading; military operations; terrorist activity; strikes, or any other condition beyond UXD’s control, including without limitation extreme market volatility or trading volume; or (f) any action taken by UXD to comply with applicable Laws or this Agreement.

In the event of any loss, hack, or theft of cryptocurrencies from any cryptocurrency wallet provided by you to UXD for the purposes of any refunds or withdrawals, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against UXD and any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors,, and shall further hold harmless, UXD and any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, from and against any and all losses, injuries, damages, taxes, liabilities and expenses that may be incurred by you in connection with or arising from such loss, hack or theft.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES, UXD, OUR AFFILIATES, AND OUR CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WILL NOT BE RESPONSIBLE FOR ANY LOSSES. IN NO EVENT SHALL UXD, OUR AFFILIATES, OUR CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES OF ANY KIND FOR LOST PROFITS OR REVENUES, TRADING LOSSES, INACCURATE DISTRIBUTIONS, LOSS OF BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.

UXD AND OUR AFFILIATES MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE SERVICES TO BE PROVIDED IN ACCORDANCE WITH THIS AGREEMENT, INCLUDING THE TOKEN SITE, OR THE RESULTS TO BE ACHIEVED BY THE USE THEREOF. UXD, OUR AFFILIATES, AND OUR CONTROLLING PERSONS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. UXD AND AFFILIATES DO NOT GUARANTEE THE ACCURACY, QUALITY, SEQUENCE, TIMELINESS, RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, TITLE OR NON-INFRINGEMENT OF ANY DATA OR THIRD PARTY PROVIDER SERVICES USED IN RELATION TO THE AGREEMENT AND EACH DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES. THE SERVICES TO BE PROVIDED BY UXD (INCLUDING THE TOKEN SITE) ARE PROVIDED ON AN “AS-IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND RULES.

General Provisions

Subject to Change. We reserve the right to withdraw or amend the Token Site, and any service or material we provide on the Token Site in our sole discretion without notice. We will not be liable if for any reason all or any part of the Token Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Token Site, or the entire Website, to users, including registered users.

You are responsible for both:

Making all arrangements necessary for you to have access to the Token Site
Ensuring that all persons who access the Token Site through your internet connection are aware of the Website’s Terms of Use and comply with them.

We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all Tokens minted and redeemed and Tokens to be minted or redeemed.

Your continued use of the Token Site and Tokens following the posting of revisions means that you accept and agree to the changes. You are expected to check this page from time to time to you are aware of any changes, as they are binding on you.

Prohibited Uses. You may only use the Tokens for lawful purposes. You agree not to use the Tokens to:

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, in each case as may be amended; any purpose that is unlawful.
Disguise the origin or nature of illicit proceeds of, or to further, any breach of applicable Laws, or to transact or deal in any contraband digital tokens, fiat, funds, property, or proceeds;
Facilitate, approve, evade, avoid, or circumvent any applicable Law;
Evade taxes in any jurisdiction applicable to you or UXD;
Purchase or redeem tokens, or otherwise transact on the Token Site or use its services, with anything other than fiat currency, funds, keys, property, or digital tokens that have been legally obtained by you and that belong to you;
Access the Token Site using any virtual private network, proxy service, or any other third-party service, network, or product with the effect of disguising your IP address or location;
Export, reexport, or transfer, directly or indirectly, any UXD technology in violation of applicable export Laws or regulations;
Infringe on or misappropriate any contract, intellectual property or other third-party right, or commit a tort while using the Token Site;
Misrepresent the truthfulness, sourcing or reliability of any content on the Token Site;
Use the Token Site in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Token Site or the UXD Protocol, or that could damage, disable, overburden, or impair the functioning of the Token Site or the UXD Protocol in any manner;
Attempt to circumvent any content filtering techniques or security measures that UXD employs on the Token Site, or attempt to access any service or area of the Token Site that you are not authorized to access;
Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Token Site to extract data;
Introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Token Site;
Post content or communications on the Token Site that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
Post content on the Token Site containing unsolicited promotions, commercial messages or any chain messages or user content designed to deceive or trick the user of the Token Site; or
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Token Site, the server on which the Token Site is stored, or any server, computer, or database connected to the Token Site.
Attack the Token Site via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Token Site. Encourage or induce any third party to engage in any of the activities prohibited under this Agreement.

Risks. You acknowledge that the Token Site and your use of the Tokens contain certain risks, including without limitation the following risks:

That any smart contracts you interact with are entirely your own responsibility and liability;
At any time, your access to your cryptocurrency assets may be suspended or terminated or there may be a delay in your access or use of your cryptocurrency assets which may result in the cryptocurrency assets diminishing in value or you being unable to complete a smart contract;
The Tokens and/or Token Site may be suspended or terminated for any or no reason, which may limit your access to your cryptocurrency assets. This includes that a government could prohibit the commercial or non-commercial use of the cryptographic methods necessary to the release of the Tokens. Regulators in key jurisdictions could fail to share UXD’s assessment of the Tokens not constituting securities or could find that the Tokens should be subject to other regulatory frameworks, which could create additional liability and potentially impose transfer restrictions that make the Token’s operation, as currently contemplated, difficult or impossible.
There is no guarantee that UXD will be successful at deploying the Tokens.
UXD cannot control the long-term success or viability of the Tokens. Crypto assets such as the Tokens are a new and relatively untested product. There is considerable uncertainty about the crypto assets’ long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth, inflation, and others. In addition, the success of the Tokens and other types of crypto assets will depend on whether blockchain and other new technologies related to the Tokens turn out to be useful and economically viable. UXD does not control any of these factors.

No Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties. Subject to these Terms, only you and no other person shall have the right to any claim against UXD in connection with the Tokens hereunder. You shall not assign, trade, or transfer, or attempt to assign, trade, or transfer, your right to any such claim. Any such assignment or transfer shall not impose any obligation or liability of UXD to the assignee or transferee.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Dubai, and shall be interpreted in all respects as a Dubai contract. Any dispute, controversy, claim or action arising from or related to this Agreement likewise shall be governed by the laws of Dubai, exclusive of choice-of-law principles. For the avoidance of doubt, and without limiting the generality of the foregoing, this provision expressly applies to any claim, whether in tort, contract or otherwise, against UXD and our affiliates.

Arbitration. PLEASE REVIEW THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Any dispute, controversy or claim arising out of, relating to or in connection with UXD, or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, and the Tokens, including the breach, termination, or validity thereof, shall be resolved by final and binding arbitration.

Should you have any dispute with UXD or any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors, you shall give UXD at Unit 101, Dubai Silicon Oasis, DDP, Building A2, Dubai, United Arab Emirates written notice and attempt to resolve the dispute with us informally.

In the event, that we are unable to resolve with you after ninety (90) days, we each agree to resolve any claims, dispute, controversy, arising out of this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force at the time the claim is submitted to the arbitrator. The number of arbitrators shall be one; the seat of the arbitration be in Switzerland; the arbitral proceedings shall be conducted in English. The applicable law shall be Dubai law.

Any claims, dispute, controversy, arising out of this Agreement and/or the Tokens, including the validity, invalidity, breach or termination thereof, can only be brought on your individual capacity, not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.

Entire Agreement. This Agreement constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof, with the exception of the Terms of Use. Nothing from UXD’s Discord, Twitter, or Medium or any social media accounts are part of the Agreement. Further, the UXD Protocol Whitepaper, https://uxd.fi/static/media/whitepaper.7be6354b.pdf, is not part of the Agreement.

Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, inoperative or unenforceable for any reason, this Agreement shall continue in full force and effect, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law, and the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors and assigns, and it is not the intention of the Parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

Intellectual Property. We are the owner of all intellectual property rights in the Token Site and the material published on them. These works are protected by copyright laws and all such rights are reserved. You agree not to monitor, use or copy our web pages without our prior consent. Any unauthorized use or reproduction may be prosecuted.

Electronic Communications. You agree and acknowledge that all agreements, notices, disclosures and other communications that UXD may provide to you pursuant to this Agreement or in connection with or related to the Tokens, may be provided by the Company, in its sole discretion, to you in electronic form.

Staking Program Terms of Use

Our Staking Program (the “Program”) is a program that allows customers (“you”) of SOTERIA FZCO D/B/A UXD PROTOCOL (“UXD,” “we,” “us,” or “our”) to stake UXP tokens (the “Supported Token”) that you stake with us (the “Stake”). In order to participate in the Program, you must agree to this Terms of Service and Agreement (“Agreement”). By choosing to participate in our Program, you acknowledge that you have read, understood, and agreed to this Agreement. By participating in our Program, you represent and affirm that you are at least 18 years old, have the legal capacity to enter into this Agreement, are an Eligible Person, as defined in the UXD Terms of Use (available at https://terms.uxd.fi/) (the “Terms of Use”), and agree to be legally bound by the terms and conditions of this Agreement in their entirety.

You agree and understand that this Agreement is subject to the terms and conditions set forth in our Terms of Use, which also govern this Agreement. In case of conflict, the Terms of Use shall control. You further agree and understand that the defined terms used in this Agreement, if defined in our Terms of Use, shall have the meanings set forth in our Terms of Use.

You agree and understand that we may change this Agreement from time to time. Your continued participation in the Program following any change or update shall constitute your agreement to the amended Agreement, and you agree to be legally bound by its terms and conditions as amended. You should, therefore, read this Agreement from time to time. You further agree and understand that we have the right to require your affirmative assent and continuing acceptance of this Agreement, from time to time, as a condition of your use of the Program. If you do not agree to be bound by this Agreement, you should not and cannot participate in the Program.

Risks. WE ARE NOT A BANK OR OTHER DEPOSITORY INSTITUTION. THE PROGRAM IS NOT A DEPOSIT ACCOUNT OR A BANK ACCOUNT. THE PROGRAM IS NOT A DEPOSITORY OR BANK PROGRAM. THE STAKE IS NOT COVERED BY INSURANCE AGAINST LOSSES OR SUBJECT TO PROTECTION.

You further understand that we do not assume any market or investment risk of loss associated with your participation in this Program. Your tokens may decline in value during the term of a Stake. Stake fees are variable and subject to change. Stake fees may decline over time, and we cannot guarantee that you will earn any particular rate of return on your Digital Assets by staking.

You are responsible for determining any taxes you may owe as a result of your participation in our Program. You should consult a tax advisor if you have questions about the tax implications of our Program or any other digital asset transactions. We are not responsible for tax consequences to you of participating in the Program.

By opting-in a portion or your entire balance of Supported Tokens, UXD shall remit to you the applicable percentage of staking rewards received from the Supported Token protocol attributable to your staked Supported Tokens (“Staking Rewards”) as detailed. The applicable percentage and timing of such remittances will: (i) be determined by UXD in its sole discretion; (ii) be subject to UXD’s staking fee; (iii) vary per the UXD protocol; and (iv) be further detailed by UXD. You agree and understand that neither we do not guarantee that you will receive Staking Rewards and that the applicable percentage (i) is an estimate only and not guaranteed, and (ii) may change at any time. No Guarantee of Staking Services. UXD cannot guarantee uninterrupted or error-free operation of the Staking Services or that UXD will correct all defects or prevent third-party disruptions or unauthorized third party access. In the event of such disruptions, any staked Supported Tokens may not be generating the Staking Rewards.

Exclusive Termination Rights. We shall have the authority to terminate any Stake in our discretion, at any time and without prior notice to you. Representation and Warranties. In agreeing to this Agreement, you represent and warrant that:

(a) You have full power and authority to agree to this Agreement and, in doing so, will not violate any other agreement to which you are a party;

(b) The provisions of this Agreement constitute legal, valid and binding obligations enforceable against you in accordance with its terms;

(d) You do not reside in and are not a citizen of a Restricted Territory (as defined in the Terms of Use);

(e) You were not, in any manner or form, solicited to participate in the Program prior to election to participate in the Program;

(f) All assets you will contribute to the Program are available assets to you and free of encumbrances;

(g) You: (i) have read and understand this Agreement in its entirety; (ii) acknowledge and accept the risks associated with participating in the Program, including those risks described therein; and (iii) were given the opportunity to ask questions of and receive answers from us concerning the terms and conditions of the Program prior to participating or agreeing to participate; and

(h) All representations and warranties you made upon your acceptance of the Agreement were and remain true and complete.

No advice; Independent relationship. Without limiting anything in this Agreement, UXD makes no representation or warranty, express or implied, to the full extent not prohibited by applicable law, regarding the advisability of your participation in the Program. UXD, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors are not providing advice, including legal, financial, investment or tax advice, in connection with the Program or your determination to participate in it.

Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and UXD, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors to be treated as partners, joint venturers, or otherwise as joint associates for profit. UXD, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors in no way act in any fiduciary capacity or advisory capacity to you and nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, any fiduciary or advisory relationship between you and us, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors.

Force Majeure. We, any of our affiliates, and our and their respective owners, directors, officers, employees, representatives and advisors shall not be responsible for any losses, costs, or damages suffered by you resulting directly or indirectly from war, riot, revolution, terrorism, computer hacking or other similar event, pandemic, acts of government or other causes beyond our reasonable control or apprehension.