StandX User Terms and Conditions

INTRODUCTION
1. These terms and conditions, together with any schedules and policies referred to in them (together, the “Terms and Conditions”) are applicable to the Tokens (as defined below) issued by the Issuer (as defined below) (“we”, “us”, “our”).
2. By obtaining, holding or using Tokens, you (“you,” “your,” “user”) agree that you have read, understood and accept all of the terms and conditions contained in these Terms and Conditions, and you acknowledge and agree that you will be bound by them.
YOU AND WE AGREE AS FOLLOWS:
Interpretation
1. In these Terms and Conditions, the following words and expressions have the following meanings unless inconsistent with the context:
“Applicable Law(s)” means all laws, statutes, regulatory rules, and regulations that apply to the Parties in connection with these Terms and Conditions from time to time;
“Blockchains” means all blockchains on which the Issuer offers to distribute Tokens, including the Ethereum blockchain;
“Blockchain Address” means the unique identifier in the blockchain which is a series of alphanumeric characters randomly generated from a public key corresponding to a specific cryptocurrency stored in a blockchain wallet;
“Business Day” means a day on which banks in the British Virgin Islands are open for business;

“Geo-Blocked Jurisdiction” means any of the following jurisdictions or regions: Afghanistan; Belarus; Burma / Myanmar; Burundi; Central African Republic; Cuba; Democratic People’s Republic of Korea; Democratic Republic of Congo; Guatemala; Guinea; Republic of Guinea-Bissau; Haiti; Iran; Iraq; Lebanon; Libya; Mali; Moldova; Nicaragua; Niger; Somalia; South Sudan; Sudan; Syria; Russia; United Kingdom (“UK”); United States (“U.S.”); Venezuela; Western Balkans (Albania, Bosnia and Herzegovina, Montenegro, North Macedonia); West Bank; Yemen; Zimbabwe;

“Greenlisted” and “Greenlisting” means the completion of both the onboarding as described in clause 2 and the KYC/AML Requirements;
“Issuer” means StandX Issuer Ltd, a company limited by shares incorporated in the British Virgin Islands with company number 2163662 and with its registered office at 1st Floor, Irvine’s Place, 159 Main Street, P.O. Box 2132, Road Town, Tortola, British Virgin Islands, VG1110;
“KYC/AML Requirements” mean the know your client and anti-money laundering processes established by the Issuer from time to time to ensure compliance with Applicable Law;
“Party” and “Parties” means you and us as the parties to these Terms and Conditions;

“Prohibited Person” means any person or entity that is or becomes (a) listed on (i) any United U.S. Government list of prohibited or restricted parties; (ii) the European Union (“EU”) consolidated list of persons, groups and entities subject to financial or other sanctions; (iii) the UK Consolidated List of Financial Sanctions Targets; (iv) any of Switzerland’s respective sanctions lists; or (v) any similar list maintained by any other relevant governmental or regulatory authority (including the Government of the British Virgin Islands (“BVI”)), (b) located or organized in (i) the U.S., (ii) any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting” or (iii) any other country, territory or geographical region which is the subject or target of any territory-wide sanctions, (c) a party with which the Issuer is prohibited to deal under the laws of the U.S., the EU (or any of its Member States), the UK, the BVI or any other applicable jurisdiction (as determined by the Issuer in its sole discretion from time to time), (d) owned or controlled by such any person or entity listed in (a)-(c), or (e) resident in a Geo-Blocked Jurisdiction;

“Token(s)” are the digital Distributed USD (DUSD) tokens distributed by the Issuer which have a smart contract that is implemented on the Blockchains;
“Tokenholder(s)” means any person holding rightful legal ownership of the private key in relation to a Token;

“USD” means United States Dollar;

“USDT” means the USD-referencing stablecoin issued by Tether; and

“Website” means StandX.com.
In these Terms and Conditions, unless the context otherwise requires: references to these Terms and Conditions shall include any Schedules to it and references to Clauses, Sub-clauses and any Schedules are to Clauses of, Sub-clauses of, and any Schedules to these Terms and Conditions; the singular includes the plural and vice versa; “person” denotes any person, partnership, corporation or other association of whatever nature; any references to any directive, statute, statutory instrument, laws or regulations shall be references to such directive, statute, statutory instrument, laws or regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force; and any reference to a government or regulator or other public authority and rules made by it shall include its successor and rules made by the successor which replace those rules.
Headings are for convenience only and have no bearing on the interpretation of these Terms and Conditions.
Any phrase introduced by the term “include”, “includes”, “including”, “for example”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.
References to “dealing in” or “deal in” are references to any participation in crypto assets including buying, acquiring, accepting, holding, selling, staking, disposing of or otherwise making use of crypto assets.
Eligibility
1. By obtaining, holding or using Tokens, you represent and warrant that:
  1. you are at least 18 years old, are not a Prohibited Person, and are not obtaining, holding or using Tokens on behalf of a Prohibited Person; and
  2. you will not be obtaining, holding or using Tokens for any illegal activity, including, but not limited to, illegal gaming, betting or gambling, money laundering, fraud, blackmail, extortion, ransoming data, terrorism financing, other violent activities or any prohibited market practices.
2. Without prejudice to clause ‎2.1 above, the Issuer may in its sole discretion determine not to make Tokens available in all jurisdictions and/or to all types of person at any given time, whether in order to comply with Applicable Laws or otherwise.
KYC/AML Requirements and Onboarding (Greenlisting)
1. In order to purchase and/or redeem Tokens with the Issuer directly, a successful onboarding of the user and completion of the KYC/AML Requirements by the user providing all required data and including confirmation that the user is eligible is required.
2. Subject to clause ‎2.2, all natural and legal persons as well as partnerships with a legal personality are eligible to purchase and/or redeem Tokens if they are not a Prohibited Person.
3. For the avoidance of doubt, if a person is or becomes a Prohibited Person or the Issuer makes a determination in respect of such person under clause ‎2.2, the Issuer is under no obligation to satisfy Token purchase or redemption requests received from such person.
4. The information required from users for onboarding shall be as determined by the Issuer in its sole discretion from time to time.
5. As part of the onboarding process, the user is asked to name at least one Blockchain Address on any of the Blockchains to which the Tokens can be transferred after successful completion of the onboarding process, pursuant to a purchase or subscription for Tokens by the user from the Issuer. Users may be asked to provide confirmation of ownership or control of each wallet. Wallet screens may be conducted as part of the onboarding process and on an ongoing basis.
6. Any user wishing to receive Tokens requires a wallet that is compatible with any of the Blockchains. The Issuer cannot accept orders without the user specifying a Blockchain Address in the online subscription process. A smartphone or a computer with internet access is necessary to create a wallet.
7. In order for the onboarding to be successful it is required that the information provided by the user is:
  1. complete; and
  2. that there is no indication that the user provided incorrect data.
8. The Issuer is entitled, but not obligated, to have the data provided during the onboarding process audited by a qualified third party.
9. The Issuer shall notify a user whether the onboarding and the completion of the KYC/AML Requirements has been successful. If so, the respective user is then considered as Greenlisted.
10. The user is obligated to notify the Issuer immediately if any of the information provided has changed. The Issuer may require periodic updates to information provided, during which time the user’s status as Greenlisted will be probationary and may be revoked pending the outcome of such updates, or in the case where the user does not comply with requests for updated information.
Properties of the Tokens
1. The Tokens are intended to maintain a relatively stable value approximating USDT and other dollar pegged stablecoins by utilizing a delta-neutral hedging mechanism. The Token derives its relative peg stability from executing automated and programmatic delta-neutral hedges with respect to the underlying reserve assets consisting of USDT provided by Greenlisted users to the Issuer as consideration for their purchase or subscription for Tokens from the Issuer. The hedging mechanism is described in more detail on the Website.
2. Tokens are created on basis of the blockchain technology as units of value on any of the Blockchains being directly transferable between users following distribution by the Issuer.
3. The Tokens are not intrinsically designed or intended to create returns for Tokenholders, increase in value, avoid a loss, or otherwise accrue financial benefit to Tokenholders, and Tokenholders are not entitled to any interest or other returns simply by virtue of holding Tokens. Accordingly, Tokenholders should not consider the Tokens to be investments whether value-generating or value-accretive investments or not.
4. Without prejudice to clause ‎4.3 above, the Issuer may, but is not obligated, entitle Tokenholders to loyalty rewards in the form of additional Tokens at its discretion from time to time. Each Tokenholder agrees to accept any such gratuitous transfer of Tokens to their wallet from or on behalf of the Issuer in connection with any such rewards as long as they remain Tokenholders.
5. The Tokens are fully fungible and may be traded on exchanges. The Tokens may also be traded on a bilateral (OTC) or peer-to-peer basis directly on the blockchain.
Ordering Procedure and Delivery of Tokens
1. The minimum amount of Tokens to be acquired from the Issuer by each user is determined based on the gas price charged by the Blockchain at the time of mint. If the gas cost to mint an amount of Tokens exceeds the value of the Tokens to be minted, the mint transaction will not process. There is otherwise no minimum subscription amount.
2. The Tokens may be acquired from the Issuer by submitting a purchase application to the Issuer on the Website. The user must provide the intended purchase amount and its Blockchain Address on any of the Blockchains to which its Tokens are to be transferred, which may be done by connecting the Blockchain wallet provided during the Greenlisting process to the Website.
3. The purchase amount is due immediately after the acceptance of the offer by the Issuer. The user shall pay the purchase amount to the Issuer via transfer to the relevant Blockchain smart contract.
4. The Issuer’s receipt of payment may be confirmed to the user by e-mail or by other means, including displaying confirmations on the Website following successful submission of a mint transaction.
5. Once the Issuer’s receipt of payment has been confirmed, the Issuer will recognize and acknowledge as a Tokenholder the user in question, subject to clause ‎7 below.
Listing and Trading of the Token
1. The Tokens are intended to be listed on certain “centralized” exchanges and to be available via blockchain-based automated market maker applications. However, Tokenholders understand and acknowledge that:
  1. there can be no assurances that the Tokens will be admitted to trading on an exchange or that such trading will continue indefinitely and nothing in these Terms and Conditions shall be construed as constituting a warranty or promise to that effect; and
  2. unless Tokens are admitted to trading on a centralized exchange, the trading of Tokens will be possible only on a peer-to-peer basis.
2. The Issuer may at any time purchase Tokens from Tokenholders in the secondary market and may hold, resell or burn such Tokens. Any such purchase will be made on an arm’s length basis at the prevailing market price and in accordance with Applicable Law.
Exercise of Rights
1. The Issuer will recognize and acknowledge as Tokenholders only those persons who both (i) hold Tokens and (ii) have successfully completed the KYC/AML Requirements and are, at the time of determination under this paragraph, Greenlisted.
2. Various functionalities of the Tokens, including, but not limited to, the issuance and the transfer of Tokens and the redemption of the Tokens, are available only with the private key associated with the wallet controlling such Tokens. Each Tokenholder agrees that the Issuer shall not be held liable and waives any claim against the Issuer to the fullest extent permitted by Applicable Law, for any loss or damages resulting from the loss or theft of its private key, including, but not limited to, any claims for indirect or consequential and additional expenses.
3. A Tokenholder may dispose of its Tokens. The respective transaction is traceable for everyone over the respective Blockchain.
4. A Tokenholder is expressly prohibited from knowingly transferring any Tokens to a Prohibited Person following acquisition.
Redemption
1. Every Tokenholder can request a redemption of all or part of their Tokens on demand at the value representing the Token’s share in the asset reserve. While the value of the underlying spot crypto asset may fluctuate, the Issuer employs hedging strategies to keep these fluctuations minimal as described in more detail on the Website. Redemption requests will be satisfied by the Issuer in accordance with Applicable Law and provided the Tokenholder is not a Prohibited Person at the time of such request or redemption. Where the withdrawal payment is received by a Tokenholder through the involvement of a payment service provider, the Issuer shall not be responsible for the withdrawal payment once the withdrawn funds are received by the payment service provider of the Issuer.
2. Every withdrawal request is subject to withdrawal limits. These limits are adjusted dynamically depending on the type of identification documentation required, as well as market conditions. If a withdrawal request exceeds the current limit, the Issuer may decline the request and instead require the Tokenholder to submit documents verifying its identity and address prior to allowing a withdrawal of funds or to otherwise cooperate with the Issuer to verify its identity or to submit a new request in line with market conditions, if applicable.
3. Every Tokenholder must ensure that the payment details it enters when redeeming Tokens are correct and complete. The Issuer is not liable for withdrawn assets being sent to the wrong account where this is due to the Tokenholder providing incorrect payment details.
4. No redemption transaction is processed until a Tokenholder requests, and is provided with, a price quote by submitting such request on the Website. The price quote is determined by assuming, as a baseline, that 1 Token = 1 USDT; however, in the case where an adverse event has occurred that reduces the value of the asset reserve, the price quote will include a reduction to reflect a pro-rata reduction in the redemption pricing accordingly, and the pricing quote displayed to the user shall include a reimbursement charge of 10 basis points. This charge is not retained by the Issuer for its own account and is intended solely to cover certain costs associated with the architecture, namely execution costs for hedges and blockchain gas fees.
Limited Recourse

Notwithstanding anything to the contrary herein, no recourse (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or undertaking of the Issuer arising under or in connection with the Tokens (as from time to time supplemented or modified in accordance with the provisions herein contained) by virtue of any law, statute or otherwise shall be held against any shareholder, controller, subsidiary, affiliate or service provider of the Issuer, or any of their respective officers, managers, employees, agents or contractors in their capacity as such, save in the case of their gross negligence, wilful default or actual fraud, and any and all personal liability of every such person for any breaches by the Issuer of any such duty, obligation or undertaking shall be waived and excluded to the extent permitted by Applicable Law. This provision shall survive the redemption and burning of the Tokens.

Modification of the Smart Contract
1. The smart contract underlying the Tokens may have a mechanism that allows the Issuer (or an affiliate of the Issuer) to modify the corresponding source code. However, this mechanism may only be used in order to:
  1. address security issues of the underlying smart contract;
  2. correct unintended deviations from the provisions of these Terms and Conditions;
  3. change the structure of the source code, class interfaces, control flow, as far as this does not contradict these Terms and Conditions; and/or
  4. change elements of the smart contract that have become ineffective or impractical due to external effects.
2. If changes to the smart contract are required pursuant to clause ‎10.1, the Issuer shall be entitled to amend these Terms and Conditions accordingly. The Tokenholders shall be notified of any such amendments with a notice in accordance with clause ‎14 (Notice).
Substitution of the Issuer
1. The Issuer may, without the consent of the Tokenholders, at any time substitute itself in respect of all rights and obligations arising under or in connection with the Tokens with any legal entity of which all shares carrying voting rights are directly or indirectly held by the Issuer, or by any direct or indirect holding company of the Issuer or any direct or indirect subsidiary of any such holding company (the “New Issuer”), provided that:
  1. the New Issuer is able to fulfil all payment obligations arising from or in connection with the Tokens; and
  2. the Issuer has issued an irrevocable and unconditional guarantee in respect of the obligations of the New Issuer under the Tokens.
2. In the event of a substitution of the Issuer, notice of such substitution shall be made in accordance with clause ‎14 (Notice) and any reference to the Issuer shall be deemed to refer to the New Issuer.
No Set-off

No Tokenholder may set-off any of its obligations to the Issuer in relation to the Tokens against any claims it may have against the Issuer in relation to the Tokens. The Issuer may not set-off any claims it may have against a Tokenholder against any of its obligations to such Tokenholder in relation to the Tokens.

Modification Clause
1. If these Terms and Conditions contain manifest typographical errors or misspellings, manifest calculation errors, or similar manifest errors, the Issuer shall be entitled to correct such errors or misspellings without obtaining the Tokenholders’ consent, provided that such correction, taking into account the Issuer’s interests, can reasonably be assumed to be acceptable to the Tokenholders and, in particular, does not materially adversely affect the Tokenholders’ legal and financial position. Any such corrections shall be announced to the Tokenholders in accordance with clause ‎14 (Notice).
2. Any other inconsistencies or omissions in these Terms and Conditions may be corrected or supplemented by the Issuer in its reasonable discretion. However, only such corrections or supplements shall be permitted as, taking into account the Issuer’s interests, can reasonably be assumed to be acceptable to the Tokenholders and, in particular, do not materially adversely affect the Tokenholders’ legal and financial position. Any such corrections or supplements shall be announced to the Tokenholders in accordance with clause ‎14 (Notice).
Notice

All notices regarding the Tokens shall be published on the Website.

Taxes
1. All payments made by or on behalf of the Issuer in respect of the Tokens will be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the BVI or any other government, unless any such deduction or withholding is required to be made by Applicable Law.
2. The tax treatment for each user depends on the particular situation. All users are advised to consult with their professional tax advisers as to the respective tax consequences of the purchase, ownership, disposition, lapse, exercise or redemption of Tokens in light of their particular circumstances.
Limitation of Liability
1. Unless explicitly stated otherwise in these Terms and Conditions, you expressly acknowledge and agree that the Issuer shall not be held liable for any damages, losses, claims, costs, expenses or other liabilities, whether direct, indirect, consequential or otherwise, arising from the conduct of any third party not directly under the control and supervision of the Issuer including, but not limited to, independent contractors, partners, affiliates, suppliers, banks, brokerage firms, customers, or any other third parties interacting with, or acting on behalf of, the Issuer. Notwithstanding the foregoing, nothing in this clause shall limit or exclude the Issuer’s liability where the third party was acting under the direct instruction, authority, or control of the Issuer.
2. You expressly acknowledge and agree that the none of the Issuer or any of its affiliates or service providers, or any of their respective shareholders, controllers, subsidiaries, affiliates, officers, managers, employees, agents or contractors (each a “Relevant Person”) will be liable for any indirect, incidental, special, consequential or exemplary damages, or damages for loss of profits including but not limited to damages for loss of goodwill, data, or other intangible losses (even if the Issuer has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from any matter involving Tokens.
3. The Website and the ability to buy and redeem Tokens (“Functionality”) are provided “as is” and without any representation or warranty, whether express, implied or statutory. The Issuer and each other Relevant Person specifically disclaims any implied warranties of title merchantability, fitness for a particular purpose or non-infringement. None of the Issuer or any other Connected Person makes any warranty that (i) the Functionality hereunder will meet your requirements, (ii) the Functionality hereunder will be uninterrupted, timely, secure, or error-free, or (iii) the quality of any products, Functionality, information, or other material purchased, availed of or obtained by you hereunder will meet your expectations.
4. For the avoidance of doubt and without prejudice to the generality of the preceding provisions of this clause ‎9, you expressly acknowledge and agree that none of the Issuer or any other Relevant Person shall be liable for any reduction or non-increase in value of the Tokens, or for any Tokenholder not being granted rewards of the type referred to in clause ‎4.4 or any other type of reward, return or yield in connection with the Tokens, or in relation to the amount of any such rewards to the extent they are granted by the Issuer.
5. You also expressly acknowledge that the Issuer is not and nor is any member of the Issuer’s group (“Group”) regulated, supervised or otherwise licensed by any financial services regulator, including the financial services regulator of the BVI, the Financial Services Commission. You further expressly acknowledge that you are not invested in a fund and the Token is not an investment or a fund interest. You expressly acknowledge that as a result, you are not entitled to recourse to any financial services statutory compensation scheme in the event of insolvency of the Issuer or any member of the Group or to any assets of the Issuer or any member of the Group. Neither the Issuer nor any member of the Group is acting as a trustee and neither the Issuer and nor does any member of the Group hold any assets on trust for you.
Non-Custodial and No Fiduciary Duties
1. We do not ever have custody, possession, or control of your digital assets at any time. You are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold, 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 wallet. Likewise, you are solely responsible for any associated wallet and we are not liable for any acts or omissions by you in connection with or as a result of your wallet being compromised.
2. These Terms and Conditions are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by Applicable Law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent 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 you are those set out expressly in these Terms and Conditions.
Governing Law and Jurisdiction
1. These Terms and Conditions and the Tokens are governed by the laws of England and Wales.
2. Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (the “Rules”), which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be in English.
Severability

If at any time one or more of the provisions of these Terms and Conditions is or becomes unlawful, invalid, illegal or unenforceable in any respect under any Applicable Law, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired thereby.

Miscellaneous
1. We do not provide, nor do we accept responsibility for, any legal, tax, accounting, investment or other advice. If you are unsure regarding any such aspects of these Terms and Conditions or dealing in Tokens you should seek independent professional advice.
2. No waiver or variation of any part of these Terms and Conditions by us shall be effective unless in writing and signed by us. No waiver of any provision in these Terms and Conditions will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of these Terms and Conditions will not in any way affect, limit, or waive our rights hereunder at any time to enforce strict compliance thereafter with every term and condition of these Terms and Conditions.
3. No other document or communication may modify or add any additional obligations or covenants on us beyond those set forth in these Terms and Conditions, unless we clearly, specifically and explicitly state otherwise in that document or communication.

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