terms & conditions

This is a legally binding agreement (EULA) between you (User or you) and Xerberus Labs Limited whose registered address is Parker Russell Level 30 Leadenhall Building, 122 Leadenhall St, London EC3V 4AB (Supplier, us, we or our).

In consideration of you agreeing to the provisions of this EULA, we are providing you with access to the Xerberus Platform and App and the Crypto Risk Ratings product (being the ability to use an experimental risk indicator via a web interface) and all content, material or services accessible within such platforms or product, including without limitation the Xerberus Risk Model (being an experimental quantitative model using on-chain data to rate tokens), and all updates and upgrades to them (together the ‘Services’, and ‘Service’ refers to each Service separately. Services may be subject to additional terms and conditions (Service Specific Terms).

THE SERVICES REQUIRE THE FOLLOWING TECHNICAL SPECIFICATIONS TO OPERATE:

Browser

Up to date version of a common internet browser such as Chrome, Safari or Edge

Other

Stable broadband or 4G or higher connectivity to the internet the Technical Specifications

You must be at least 18 years old and resident in the UK to access and use the Services. Where you choose to trade via Third Party links within the Services; the Third Party may require identity and age verification.

PLEASE READ THE TERMS OF THIS EULA CAREFULLY. IF YOU CLICK ON THE ‘ACCEPT’ BUTTON ONCE YOU HAVE COMPLETED READING THESE TERMS YOU ARE AGREEING TO AND ACCEPTING THE TERMS OF THIS EULA, THIS MEANS THAT THE TERMS AND CONDITIONS PROVIDED IN THIS EULA WILL BE LEGALLY BINDING ON YOU INDIVIDUALLY AND THE ORGANISATION THAT YOU REPRESENT AS APPLICABLE.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE ‘REJECT’ BUTTON BELOW. THIS WILL MEAN THAT YOU ARE NOT ALLOWED TO ACCESS OR USE THE SERVICES.

YOU MAY PRINT THE WEB PAGE CONTAINING THIS AGREEMENT OR SAVE IT AS A FILE ON YOUR DEVICE.

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1.Legal documents

1.1

The rights and obligations in this EULA and any Service Specific Terms for the relevant Services and any policies referred to in either this EULA or the Service Specific Terms shall together form the Agreement between us.

1.2

Where applicable, Service Specific Terms set out, in respect of each Service, any specific additional or amended terms relating to the Services to be provided by us as relevant to that Service (as Updated from time to time) which are available at https://drive.google.com/drive/folders/1zGZGViE4lsVmnuUETc2O9vjeqW5E7pbp?usp=sharing

1.3

If there is any inconsistency in the rights and obligations set out in this Agreement and/or the documents referred to in them the following order of priority shall prevail (in descending order of priority):

1.3.1

the Service Specific Terms;

1.3.2

any policies referred to in this EULA or the Service Specific Terms; and

1.3.3

this EULA.

1.4

2.Rights of access and use

2.1

Upon your acceptance of this EULA, we hereby grant you a non-exclusive, non-transferable right to: (i) access and use the Services as strictly necessary for your use of the Services, in each case provided you follow all of the rules described in this Agreement.

2.2

The rights granted at clause 2.1:

2.2.1

are only for you personally and for non-business use. Please contact us for our business to business terms if you wish to use the Services for business use;

2.2.2

only allow access and use on one device at any given time; and

2.2.3

are granted to you for the period that you are using Services unless terminated earlier in accordance with the terms of this Agreement, (referred to in this Agreement as the Service Period) and are at all times subject to our suspension rights as set out at clause 16.

2.3

You are not allowed to:

2.3.1

are only for you personally and for non-business use. Please contact us for our business to business terms if you wish to use the Services for business use;

2.3.2

deliberately attempt to avoid, manipulate or interfere with any security features included in the Services; or

2.3.3

pretend that the Services are your own or make them available for others to access or use in whatever form (including by way of copying the code of the Services and creating an independent version). Please contact us for permission if you wish to make the Services available to others; if we agree (and such agreement is entirely at our discretion) additional terms and conditions may be applicable.

3.Support and contact

3.1

If you need to get in touch with us, you can use any of the following methods:
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X: https://x.com/Xerberus_io
Email: support@xerberus.io
Post: Xerberus Labs Ltd. Level 30 Parker Russell, Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB

3.2

If you need to give us notice in accordance with any of the terms of this Agreement, you can only do this by email or by pre-paid post addressed to Xerberus Labs Limited at the addresses set out in clause 3.1. You cannot give us notice under this Agreement by any other method.

3.3

If you need to get in touch with us about anything else, please feel free to contact us in the way that works best for you. However, please make sure that you provide us with your contact details otherwise we may not be able to respond to your query.

3.4

3.5

We will use our reasonable endeavours to notify you in advance of scheduled maintenance, however, it may not be possible to notify you in advance of any downtime caused by an event or sequence of events beyond our reasonable control, or which is required for emergency maintenance.

4.Privacy and your personal information

Protecting your personal information is important to us. Our latest Privacy Notice from time to time (available at: https://www.xerberus.io/data-policy) explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to it and how to contact us and supervisory authorities if you have a query or complaint. Note that some personal information is collected automatically by the Services such as IP address, whereas other personal information is collected by us at the request of you or us such as wallet ID where you choose to link your cryptocurrency wallet. Please read the information set out in our Privacy Notice carefully as it is important.

5.Collection of technical information

We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide updates to the Services, product support, and other services related to the Services. We may also use this information to improve our products or services.

We will only use any such data that is personal information in accordance with our latest Privacy Notice from time to time (see clause 4).

6.Access details

6.1

Access to certain parts of the Services may be restricted. In order to access the restricted Services you will need to use a username and password. These are personal to you only and you warrant and represent that you shall keep confidential and not share with any third party (or with other individuals except those with administration rights at our and any our Authorised Affiliate’s organisation as necessary for use of the Service) your password or access details for any Service. Authorised Affiliates are any affiliates of ours that may be identified in the Service Specific Terms in respect of the relevant Service.

7.Your responsibilities and acceptable use

7.1

7.1.1

all applicable laws relating to the use or receipt of the Services;

7.1.2

the Acceptable Use Policy (available here: https://drive.google.com/file/d/1z_F71fgk_3-hEyrZKlCjBD7KAOXpqV3I/view);

7.1.3

all other provisions of our Agreement;

7.1.4

any reasonable instructions or user guidance we may issue from time to time.

7.2

You must not use the Services to do any of the following things:

7.2.1

break the law or encourage any unlawful activity;

7.2.2

send or upload anything that is (or might be considered to be) defamatory, offensive, obscene or discriminatory;

7.2.3

infringe our or anyone else’s intellectual property rights;

7.2.4

transmit any harmful software code such as viruses;

7.2.5

try to gain unauthorised access to computers, data, systems, accounts or networks;

7.2.6

deliberately disrupt the operation of anyone’s website, app, software, server or business;

7.2.7

seek to incorporate the Services or any output derived from the Services into any website or product or otherwise use, copy, modify, adapt, frame correct errors, or create derivative works from the Services without our prior written permission or otherwise expressly permitted in this EULA or our Acceptable Use Policy;

7.2.8

remove or modify any branding or copyright notices that the Services cause to be displayed.

7.3

You must notify us within a reasonable period of time if any compromise of any user credentials used by you to access restricted parts of the service, or of any breach of this EULA by you, or any error.

8.Intellectual property rights

8.1

All intellectual property rights in or to the Services, wherever arising, are owned by us or the relevant third party owner. You may only access and use the Services in accordance with the terms set out in this Agreement.

8.2

Ownership of any intellectual property rights in the Services are not intended to pass to you. If ownership of any intellectual property rights in any part of the Services does pass to you, you must transfer ownership of such intellectual property (including by way of present transfer of ownership of future intellectual property rights) to us or a third party as we instruct. You must ensure that any such transfer of ownership is carried out with full authority and that the intellectual property rights being assigned are free from any charges and third party rights. You must sign all documents and do all things necessary to transfer ownership as described in this clause 8.2.

8.3

Notwithstanding the provisions of clause 8.2, to the extent that you provide Customer Data to us you retain ownership of all intellectual property rights in your Customer Data and grant to us a licence to use, store, and transmit the Customer Data for the purpose of the Services only.

8.4

You may be able to store or transmit Customer Data (as defined in clause 9.1 below) using one or more Services and the Services may interact with your software or systems (referred to together as Your Systems).You grant us (and each of our direct and indirect sub-contractors) a royalty-free, non-transferable, non-exclusive licence to use, copy, access and otherwise utilise Customer Data and Your Systems to the extent necessary to perform or provide the Services or to exercise or perform our rights, remedies and obligations under this Agreement.

8.5

Except for the rights expressly granted in our Agreement, you will not acquire in any way any title, rights of ownership, or intellectual property rights of whatever nature in the Services (or any part) and no intellectual property rights of you or us are transferred or licensed as a result of our Agreement.

8.6

This clause 8 will remain binding on you and us following the end of our Agreement.

9.Customer Data

9.1

We shall ordinarily only process limited personal data as part of the Services, such as IP address. However, the Services permit you to link crypto wallets if you wish and may permit you to provide other personal data, such as a chat function. We shall process personal data in accordance with our Privacy Policy (available here: https://www.xerberus.io/data-policy).

9.2

In this Agreement, data (in any form) that you provide to us or upload to any part of the Services and any data that is generated as a result of your use of your data in the Services, is referred to as Customer Data. Customer Data will always belong to you.

9.3

Except to the extent we are required under data protection laws:

9.3.1

we have no control over any of the Customer Data we may host as part of the Services; and

9.3.2

we do not actively monitor or have access to the content of the Customer Data.

You are solely responsible for ensuring the accuracy, quality, integrity and legality of the Customer Data and for ensuring that its use (including in connection with the Services) complies with all applicable laws and does not infringe any other person’s intellectual property rights.

9.4

If we become aware that the Customer Data (or any part of it) may not comply with our Acceptable Use Policy (available here: https://drive.google.com/file/d/1z_F71fgk_3-hEyrZKlCjBD7KAOXpqV3I/view) or any other part of our Agreement, we can:

9.4.1

permanently delete or otherwise remove the relevant Customer Data from the Services;

9.4.2

suspend your access to the relevant Customer Data in accordance with clause 16; and/or

9.4.3

disclose the relevant Customer Data to law enforcement authorities (in each case without the need to consult you).

However, where reasonably practicable and lawful, we shall notify you before taking such action.

9.5

Unless otherwise stated in our Agreement, we are not required to help you extract, transfer or recover any data whether during or after the Service Period. You are responsible for maintaining safe backups and copies of the Customer Data. We strongly recommend that you back up all Customer Data regularly and extract it from each Service before this Agreement ends or before any Services are stopped or suspended.

9.6

Unless otherwise set out in the Service Specific Terms or subsequently agreed by the parties in writing, you hereby instruct us to, within 60 days of the end of the provision of the Services (or any part) relating to the processing of Customer Data, securely dispose of any Customer Data processed in relation to the Services (or any part) which have ended (and all existing copies of it) except to the extent that any applicable laws require us to store such data. We will have no liability (howsoever arising, including in negligence) for any deletion or destruction of any of Customer Data undertaken in accordance with our Agreement.

10.Confidentiality and security of Customer Data

10.1

We will keep Customer Data confidential and will not disclose or copy it other than:

10.1.1

with your written consent;

10.1.2

in accordance with our Agreement;

10.1.3

as necessary for the performance of the Services or our express rights and obligations under the Agreement

10.1.4

or as required under applicable laws.

10.2

We will implement technical and organisational security measures in accordance with our Information Security Policy (available here: https://drive.google.com/file/d/1jBP-7KVzU61Xl7o5aYawLMuA14LgLKS3/view).

10.3

We:

10.3.1

undertake to only disclose Customer Data to those of our officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under our Agreement or as otherwise reasonably necessary for the provision or receipt of the Services; and

10.3.2

will be responsible to you for anything any of the persons referred to in clause 10.3.1 did, or failed to do, in respect of the confidentiality and security of Customer Data as if their act or omission was our own.

10.4

The requirements set out in this clause 10 will not apply to information which:

10.4.1

is or becomes public through no fault of us, our officers, employees, agents or contractors;

10.4.2

is lawfully received by us from a third party free of any confidentiality obligations at the time of its disclosure;

10.4.3

is independently developed by us (or any of our affiliates or any person acting on our or their behalf), without access to or use of such Customer Data; or

10.4.4

is required by law, by court or governmental or regulatory order to be disclosed, provided that clauses 10.4.1 to 10.4.3 (inclusive) shall not apply to personal data that is subject to our Privacy Notice.

10.5

This clause 10 will remain binding on you and us following the end of our Agreement for a period of one year.

10.6

To the extent that any Customer Data is personal data that is subject to our Privacy Notice, we will ensure that such data may be disclosed or used only to the extent such disclosure or use does not conflict with any of our obligations under the Privacy Notice (see clause 4). Clauses 10.1 to 10.5 (inclusive) are subject to this clause 10.6.

11.Changes to this Agreement

11.1

We may, at our discretion, make changes to the documents referred to at clause 1.3 or other documents referred to in any part of this Agreement from time to time by notifying you of such update by use of a click through pop up within the Services (together with a copy of the update or a link to a copy of the update) or by any other reasonable means which we choose.

11.2

Any Updates will take effect from your acceptance via the click through mechanism, unless we specify a later date.

11.3

If you reasonably believe that any Update seriously impacts you negatively, you can decline to accept the Update via the click through mechanism and/or cease to use the Services at any time. You may also notify us of your objection by contacting us via the contact details at clause 3.

12.Updates to the Services

12.1

We may modify the features and functionality of the Services from time to time, however, we shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the relevant Services(s) by our customers generally. If the required Technical Specifications (as set out at the beginning of this EULA) or the Services change as a result of a modification that we make, we will notify you of such changes.

12.2

We may, without limitation to the generality of clause 12.1, establish new limits on the Services (or any part), including limiting the volume of data which may be used, stored or transmitted in connection with the Services, remove or restrict application programming interfaces or make alterations to data retention periods, provided such changes are introduced by Update to the relevant impacted contractual documents.

12.3

Notwithstanding the provisions of clauses 12.1 and 12.2, we shall be entitled to update the Services to ensure compliance with any laws or regulations that may be applicable to the Services from time to time.

13.External services

13.1

The Services may enable you to access services and websites that we do not own or operate. (referred to below as External Services). These may include but are not limited to crypto currency exchanges.

13.2

We are not responsible for examining or evaluating the content or accuracy of these External Services. Before using them, make sure you have read and agreed to the terms on which they are being offered to you including the way in which they may use your personal information.

13.3

You must not use External Services in any way that:

13.3.1

is inconsistent with these terms or with the terms of the External Service; or

13.3.2

infringes our intellectual property rights, or the intellectual property rights of any third party.

13.4

From time to time, we may change or remove the External Services that are made available through the Services.

14.Our responsibility to you

14.1

If we breach this Agreement or are negligent, we are liable to you for foreseeable loss or damage that you suffer as a result. By ‘foreseeable’ we mean that, at the time you clicked to accept this Agreement, either it was clear that such loss or damage would occur or you and we both knew that it might reasonably occur, as a result of something we did (or failed to do).

14.2

We are not liable to you for any loss or damage that was not foreseeable, any loss or damage not caused by our breach or negligence, or any business loss or damage, for example, loss of business opportunity, business interruption, or loss of profits.

14.3

The Services are provided in the same form to all our users. It is your responsibility to make sure the Services meet your individual needs, whether or not these have been discussed with us, and to ensure that the Services will be compatible with any other software or service or any hardware or equipment used by you, except to the extent expressly referred to as compatible in the Technical Specifications.

14.4

If the Services or any updates provided by us damage your device or any software installed on it as a result of our failure to use reasonable care and skill, please let us know. If we can, we will repair the damage. If that is not possible, we will compensate you. We may ask you for information (including photographs) about what has happened so that we can understand the nature of the problem.

14.5

To the maximum extent permitted by law, we shall not be liable (under any legal theory, including negligence) for any breach, delay or default in the performance of our Agreement to the extent the same (or the circumstances giving rise to the same) arises or was contributed to by:

14.5.1

a breach of our Agreement by you; or

14.5.2

an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under our Agreement (not including an inability to pay).

14.6

Nothing in these terms excludes or limits our liability for any death or personal injury caused by our, or any of our employees’, agents’ or subcontractors’, negligence, liability for fraud or fraudulent misrepresentation, compensation you are entitled to under applicable binding laws relating to the protection of your personal information or any other liability that the law does not allow us to exclude or limit.

14.7

You acknowledge and agree that we do not accept any liability (whether under contract, tort, in negligence or otherwise) in relation to the Services:

14.7.1

being available at a particular time or operating in a manner which is uninterrupted or error free;

14.7.2

being secure and free from viruses or harmful components;

14.7.3

being in compliance with any law, regulation or code of practice applicable to you;

14.8

In receiving the Services, you acknowledge and agree that:

14.8.1

a Crypto Risk Rating expressed by us is entirely based on quantitative analysis of blockchain data and is an indicator limited to on-chain data and does not account for macroeconomic events and other off-chain sources of price volatility. It is a statement of opinion and an estimate as at the date it is expressed and as such it is not a statement of fact and does not contain any assessment of or information relating to a company's ability to deliver on promised products, default probability of tokens, dependability or creditworthiness and accordingly is not an endorsement or determination or recommendation regarding the subject matter;

14.8.2

our Crypto Risk Ratings are opinions and analysis only and do not constitute investment advice or recommendations to hold, purchase or sell the subject of a Crypto Risk Rating and do not address the suitability of any such trade or your circumstances or risk appetite but is merely an indicator you can use to assess the on-chain activity of an asset in conjunction with other information available to you. Accordingly, the Crypto Risk Rating should not be relied upon and is not a substitute for the use of your skill, judgement and experience in considering the Crypto Risk Rating or its subject;

14.8.3

our Crypto Risk Ratings are under constant development and accordingly may change significantly without notice;

14.8.4

our Crypto Risk Ratings are based on available blockchain data; whilst we take reasonable steps to ensure the accuracy of such data or the methodologies used in our Crypto Risk Ratings and accordingly believe our Crypto Risk Ratings are based on reliable data, we do not perform an audit of such data and owe no duty of verification or due diligence on such data; and

14.8.5

in the event that you use the Services or output derived thereform as part of your assessment of a crypto asset, you acknowledge and understand that the Services or any output derived therefrom are not offers to sell or solicitation of any offer in respect of crypto assets and further acknowledge that crypto assets are generally regarded as high risk and volatile and not suitable for all investors. You should not invest any money you cannot afford to lose. We recommend that inexperienced investors do not trade in cryptocurrencies or digital assets.

14.9

In view of the foregoing, we do not guarantee and make no warranty or representation, express or implied as to the accuracy, completeness, timeliness, merchantability or fitness for any particular purpose or availability of our Services or Crypto Risk Ratings product or any output therefrom. Any person using the Services or Crypto Risk Ratings product or any output derived therefrom does so entirely at their own risk and you further acknowledge and agree that you assume sole responsibility for the results obtained from the use of the Services by you or any third party to whom you have provided the Services or output derived therefrom. YOU SHALL INDEMNIFY, KEEP INDEMNIFIED AND HOLD HARMLESS US (ON OUR OWN BEHALF ON BEHALF OF EACH OF OUR AFFILIATES) FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US (OR ANY OF OUR AFFILIATES) AS A RESULT OF YOUR OR ANY THIRD PARTY’S USE OF THE SERVICES OR CRYPTO RISK RATING OR ANY RELIANCE ON ANY OUTPUT THEREOF.

15.Failures of networks or hardware

The Services rely on a number of things working properly to enable you to enjoy all of their features. Many of these, such as your internet connection and your device, are entirely outside of our control. Although we will do everything we reasonably can to resolve issues, we are not responsible to you for any delays, interruptions, errors, breach of security or other problems resulting from use of the internet or electronic communications network, faulty components in your device (such as a faulty camera), or anything else that it would not be reasonable to expect us to control.

16.Suspension

16.1

We may suspend your access to the Services (or any part):

16.1.1

if we suspect that you have misused the Services or have breached this Agreement, in which case (without prejudice to our rights to end our Agreement) we will take steps to investigate the issue following which we may restore or continue to suspend access;

16.1.2

if required by law, or by court, governmental or regulatory order;

16.1.3

or to protect our technical infrastructure.

17.Ending this agreement

17.1

By choice. Both you and us have the right to end this agreement at any time by giving the other not less than 30 days’ prior written notice. You may notify us using tour contact details set out in clause 3; we shall notify any contact details that you have provided to us or in the absence of such details, via a clickthrough or pop up mechanism via the Services.

17.2

Remediable breach. If you breach this Agreement in a serious way, or persistently breach this Agreement, and such breach is able to be remedied, we will provide you with written notice of your breach and require you to remedy it within 14 days. If you do not remedy the breach within the 14 days notified to you, then we can immediately end this Agreement by giving you notice in writing. ‘Serious’ in this clause 17 means that you are causing harm (or attempting to cause harm) to other users, interfering with the operation of the Services or doing anything else that we think presents a big enough risk to justify us ending the Agreement quickly. For example, we consider any breach by you of our Acceptable Use Policy or of clauses 6 or 7 to be a serious breach of this Agreement which is not remediable.

17.3

Non-remediable breach. If you breach this Agreement in a serious way, or persistently breach this Agreement, and such breach is not able to be remedied, we can immediately end this Agreement either without advance notice to you or by giving you notice in writing.

17.4

If you breach this Agreement in any other way than as set out in clauses 17.2 and 17.3 above, we have a right to end this Agreement and will give you a reasonable amount of notice before the Agreement ends.

17.5

The consequences of the Agreement ending are as follows:

17.5.1

you will no longer be allowed to access or use the Services;

17.5.2

we may delete or suspend access to any accounts that you hold with us; and

17.5.3

Customer Data will be treated in accordance with clause 9.5.

17.6

Our Agreement coming to an end will not affect any accrued rights and liabilities of either you or us at any time up to the date that our Agreement ends. Any clause in our Agreement that is (either stated in writing to be or is by implication) intended to continue to be binding following the end of the Agreement shall continue to do so.

18.Third parties

No one other than us or you (or if applicable, people who have been validly assigned the rights under this Agreement) has any right to enforce any term of this Agreement.

19.Entire agreement

19.1

This Agreement sets out the complete agreement between you and us and supersedes any previous agreements, understandings or arrangements that we may have had, whether these were in writing or discussed.

19.2

We both agree that neither of us have entered into our Agreement in reliance on (and shall have no remedies in respect of) any representation or warranty that is not written in our Agreement.

19.3

Nothing in this Agreement will limit or exclude any liability for fraud.

20.Severance

If any of the clauses in this Agreement are found to be unlawful, this will not affect the validity and effectiveness of the remaining terms and conditions of this Agreement. This means that if one clause or sub-clause is found to be unlawful, it will not apply, but the rest of the Agreement will continue to be in full force and effect.

21.Transferring this Agreement

We may transfer our rights under this Agreement to another business without your consent, but we will notify you of the transfer and make sure that you are not adversely affected as a result.

22.Governing law and jurisdiction

22.1

The laws of England and Wales apply to this Agreement, although if you are resident elsewhere you will retain the benefit of any mandatory protections given to you by the laws of that country.

22.2

Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales unless you live in another part of the UK in which case you can choose whether to bring a claim in the courts of England and Wales or in the courts of another part of the UK in which you live.

Terms & Conditions(EULA)