Terms of Service

Last updated: January 1, 2025

These Terms of Service ("Terms") form a legally binding agreement between you ("User", "you", or "your") and XentFi Inc. ("XentFi", "we", "our", or "us") governing your access to and use of our wallet infrastructure platform, APIs, payment links, AML screening tools, and all related products and services (collectively, the "Services").

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not access or use the Services.

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1. Eligibility and Account Registration

1.1 Eligibility

To use the Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal capacity to enter into a binding contract
• Not be located in, or a national or resident of, a country subject to applicable international sanctions
• Not be a person or entity on any sanctions list maintained by the United States, European Union, United Kingdom, or United Nations

1.2 Business Accounts

Certain features of the Services are available only to verified businesses. To access these features, you must complete our Know Your Business (KYB) verification process and provide accurate, current, and complete information about your organisation.

1.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your API keys, access credentials, and account passwords
• All activities that occur under your account
• Notifying us immediately of any unauthorised access or security breach

We will not be liable for any loss or damage arising from your failure to safeguard your credentials.

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2. Permitted Use and Restrictions

2.1 Permitted Use

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for your internal business purposes.

2.2 Prohibited Activities

You agree not to use the Services to:

• Violate any applicable laws, regulations, or third-party rights
• Process transactions related to sanctioned individuals, entities, or jurisdictions
• Facilitate money laundering, terrorist financing, fraud, or other financial crimes
• Circumvent AML/KYC controls or sanctions screening
• Reverse-engineer, decompile, or attempt to extract the source code of our software
• Use the Services to develop a competing product or service
• Transmit malware, viruses, or any other malicious code
• Engage in any activity that disrupts, damages, or impairs the Services

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3. Wallet Infrastructure Services

3.1 Master Wallets and Addresses

We provide infrastructure to create and manage master wallets and deposit addresses. You acknowledge that:

• You are responsible for all transactions initiated from wallets under your account
• We are a non-custodial infrastructure provider and do not take custody of your funds
• Blockchain transactions are irreversible; we cannot reverse, cancel, or modify confirmed transactions

3.2 Auto-Settlement Rules

Settlement rules execute automatically based on your configuration. You are solely responsible for correctly configuring destination addresses, thresholds, and asset parameters.

3.3 Network Fees

You are responsible for all blockchain network fees (gas fees) associated with on-chain transactions. Fees are charged at the time of transaction and are non-refundable.

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4. Payment Links

4.1 Creating Payment Links

You may create payment links to accept cryptocurrency payments from third parties. You are responsible for:

• Ensuring payment links comply with applicable laws, including consumer protection regulations
• The accuracy of pricing, currency, and terms displayed to payers
• Fulfilling any underlying commercial obligations related to payments received

4.2 Transaction Processing

We do not guarantee the completion of any payment. Transactions are subject to blockchain network conditions, recipient address validity, and available funds.

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5. AML and Compliance Obligations

5.1 Your Compliance Responsibilities

By using the Services, you represent and warrant that you have implemented an appropriate Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) programme proportionate to your business activities, including customer due diligence, transaction monitoring, and suspicious activity reporting.

5.2 Our AML Tools

Our AML screening tools are provided as technical aids to support your compliance programme. They do not constitute legal advice, compliance certifications, or regulatory approvals. You remain solely responsible for your own compliance obligations.

5.3 Cooperation with Authorities

We may share information with regulatory authorities, law enforcement, or financial intelligence units as required by applicable law.

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6. API Usage and Rate Limits

6.1 API Keys

API keys are associated with your account and must not be shared. You are responsible for all API usage under your keys. Revoke compromised keys immediately via your dashboard.

6.2 Rate Limits

Your use of the API is subject to rate limits as specified in our documentation. We reserve the right to throttle or suspend access if you exceed applicable limits.

6.3 Acceptable Use

API calls must be made for legitimate business purposes consistent with these Terms. Automated scraping, stress testing without prior written consent, or systematic data extraction is prohibited.

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7. Fees, Billing, and Payment

7.1 Fees

Access to certain features is subject to subscription fees as described in our current pricing page. We reserve the right to modify fees with 30 days' prior notice.

7.2 Payment Terms

All fees are due in advance. Failure to pay may result in suspension or termination of your account.

7.3 Taxes

You are responsible for all taxes applicable to your use of the Services, excluding taxes on XentFi's net income.

7.4 Refunds

All fees are non-refundable except as required by applicable law or expressly stated in a separate agreement.

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8. Intellectual Property

8.1 XentFi IP

The Services, including all software, APIs, documentation, trademarks, and content, are owned by XentFi and protected by applicable intellectual property laws. Nothing in these Terms transfers any IP rights to you.

8.2 Your Content

You retain ownership of data you submit to the Services ("Your Content"). You grant us a limited licence to use Your Content solely to provide and improve the Services.

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9. Confidentiality

Each party agrees to keep confidential the other party's non-public, proprietary information and not to disclose it to third parties without prior written consent, except as required by law.

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10. Disclaimers and Limitation of Liability

10.1 No Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XENTFI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO XENTFI IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD 100.

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11. Indemnification

You agree to indemnify, defend, and hold harmless XentFi and its directors, officers, employees, and agents from any claims, liabilities, damages, and expenses (including legal fees) arising from your use of the Services, your breach of these Terms, or your violation of any applicable law.

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12. Term and Termination

12.1 Term

These Terms begin on the date you first access the Services and continue until terminated.

12.2 Termination by You

You may terminate your account at any time by closing it via your dashboard.

12.3 Termination by Us

We may suspend or terminate your access immediately, without notice, if we determine that:

• You have violated these Terms
• Your use poses a legal, regulatory, or reputational risk to XentFi
• Required by applicable law or a regulatory authority

12.4 Effect of Termination

Upon termination, your right to access the Services ceases. Provisions that by their nature should survive termination shall do so, including intellectual property, confidentiality, indemnification, and limitation of liability.

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13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

13.2 Dispute Resolution

Any dispute arising under these Terms shall first be subject to good-faith negotiation. If unresolved after 30 days, disputes shall be submitted to binding arbitration in accordance with the London Court of International Arbitration Rules.

13.3 Class Action Waiver

You waive any right to participate in a class action lawsuit or class-wide arbitration against XentFi.

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14. Modifications to Terms

We may update these Terms from time to time. We will provide at least 30 days' prior notice of material changes. Continued use of the Services after changes become effective constitutes acceptance of the revised Terms.

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15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and XentFi.
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
• Waiver: Failure to enforce any provision is not a waiver of our right to enforce it in the future.
• Assignment: You may not assign your rights under these Terms without our prior written consent.

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16. Contact

XentFi Legal Team

Email: legal@xentfi.com

For questions about these Terms, please contact us before using the Services.