Introduction. This agreement contains the terms and conditions that will govern the use of the self-custodial wallet (the “wallet” or “Exa wallet”) in connection with the Services provided by Exa Labs S.A.S. (“Exactly” or “we”) through the Exa App (the “Agreement”).
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​Please read this Agreement in full before you start using the Services; it contains important information regarding the wallet.
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​By using the Services (including, for example, adding funds to your wallet), you confirm that you accept and agree to this Agreement (including any updates to this Agreement and the other documents referred to above). To use the wallet and our Services, in addition to accepting (and complying with) the terms of this Agreement, you must have accepted (and comply with) the terms and conditions of the Exa App, which shall also govern your relationship with us, and have completed the onboarding process, as provided below. Capitalized terms not defined herein shall have the meaning ascribed to them therein.​

Disclosures: You hereby acknowledge and agree the following:

The virtual assets in your wallet are held by you and are not held by Exactly. Exactly is not responsible for the virtual assets in your wallet. Exactly is not involved in the purchase, sale, or custody of such virtual assets.

Nothing in this Agreement is intended to create custodial arrangement, agency, or trusteeship.

Accepted assets. Only the following assets will be included in the wallet as funds that can be used as collateral and will generate APR: USDC, ETH, wstETH, USDC.e, WBTC, OP.

For any other assets accepted by the wallet, you won’t be able to swap them or use them inside the App in any way, still we will provide you a solution inside the Exa App so that you can manage these unsupported assets.

Keep your security credentials that you need to use to access Exa App and to your Wallet strictly to yourself; do not share them with any other person or otherwise allow another person to use the Services;

not permit any other person to log-in to your Exa App account;

make sure all the devices you use to access the Services or the Exa App are properly protected (set at least one form of access protection, for example, a biometric authenthication);

keep the operating systems of your devices clean (no illegal software) and up-to-date;

frequently review the list of transactions in your Exa App account to monitor they are as expected as per your spending;

keep informed about common scams, such as phishing;

always immediately report irregularities by contacting us by the chat available in our app or at https://exactly.app/ .

Exactly does not control the Network that you are interacting with, and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on the Network.

Transactions on the Network are irreversible, and Exactly has no ability to reverse any transactions on the Network.

There are risks associated with using the Internet and blockchain-based products including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your wallet. You accept and acknowledge that Exactly will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services or the Network, however caused.

Crypto assets are not legal tender or backed by the government, and wallets containing virtual assets, and any associated value balances, are not subject to any governmental protections.

You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Exactly is not responsible for determining, withholding, collecting, reporting, or remitting any taxes that arise from your use of the Services.

The regulatory regimes governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the Network’s development and continued operation, your use of the Services, and the use, transfer, exchange, and value of crypto assets.

Some transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiate the transaction.

The value of crypto assets may be derived from the continued willingness of market participants to exchange fiat currency for crypto assets. A lack of use or public interest in the creation and development of distributed ecosystems or crypto assets could negatively impact the value and market for cryptocurrencies.

You may use your wallet in connection with one or more services offered by third parties, such as off-ramp and on-ramp services (“Third Party Services”). Exactly does not have control over, nor is Exactly responsible for, the Third Party Services. If you decide to access or use the Third Party Services, you do so subject to applicable terms and conditions of use

The Services may rely on or interoperate with third-party products and services including, without limitation, websites, data storage services, communications technologies, IoT platforms, third-party app stores, and Internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (a) the use and availability of the Services are dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate.

The Sites may contain links to other websites which are not under the control of Exactly. Exactly is not responsible for the contents or transmission of any website to which a link is provided. Links do not imply that Exactly endorses any such websites and Exactly does not make any representation that they are error- or virus-free.

Your use of the Wallet enables you to interact with various features of the App. Please note that accessing certain features or performing specific actions within the App may have additional requirements you will need to fulfill. These may include, but shall not be limited, to identity verification, compliance with legal or regulatory requirements, need to have certain specific hardware or software. Users are responsible for ensuring fulfillment of these requirements to fully use the App’s capabilities. .

we have a reasonable belief that fraud is likely to or has occurred; or

the amendments are made in order to comply with any regulation,

we may make such amendments immediately and notify you following such amendments.

Exactly is not liable for any loss, damage, or expense arising from your use of the Services, including but not limited to the loss or compromise of private keys, unauthorized access to your wallet, or any actions performed by us on your behalf. You use the Services at your own risk.

Exactly is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect User’s mobile phones, computers or other equipment, or any phishing, spoofing, or other cyber-attack. Exactly advises the regular use of a reputable and readily available virus screening and prevention software and regular software updates. User should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks, and User should use care in reviewing messages purporting to originate from Exactly.

If we fail to comply with our obligations under the terms of this Agreement, we will only be responsible for any loss you suffer that is a direct result of our breach of this Agreement or our failure to use reasonable care and skill. We are not responsible for any indirect loss or damage, that is not foreseeable.

The Wallet is a consumer product; accordingly, if you use our Services for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

Exactly does not assume any liability if any of the companies affiliated to the smart account system (Alchemy, Circle, OP foundation, and/or other similar companies), if applicable, presents an issue related to the functionality of the wallet.

UNLESS APPLICABLE LAW REQUIRES OTHERWISE, YOUR EXCLUSIVE AND MAXIMUM REMEDY AGAINST Exactly WILL NOT EXCEED THE GREATER OF $50 OR [WALLET FEES PAID], IF ANY, IN THE TWELVE MONTHS BEFORE YOUR CLAIM AROSE. NO OTHER REMEDY IS AVAILABLE TO YOU INCLUDING, BUT NOT LIMITED TO, ANY REMEDY FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS APPLY WHETHER YOUR CLAIM ARISES DUE TO Exactly OR ITS AGENTS’ NEGLIGENCE, OTHER FAULT, ERROR, OMISSION OR NON-PERFORMANCE. WE ARE NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ANY AFFILIATE, ANCHOR, SUNSHIP, INC., OR ANY OF THEIR SERVICE PROVIDERS OR THEIR DESIGNEES.

WE WILL NOT BE LIABLE TO YOU: (A) FOR ANY DELAYS OR MISTAKES, OR ANY CLAIMS, LOSSES, OR DAMAGES, RESULTING FROM ANY CIRCUMSTANCES BEYOND OUR CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOVERNMENTAL AUTHORITIES, PANDEMICS, NATIONAL EMERGENCIES, INSURRECTION, WAR, OR RIOTS, (B) FOR ANY CLAIMS, LOSSES, OR DAMAGES RESULTING FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT, COMMUNICATION SYSTEM FAILURES, OR FAILURES OR MALFUNCTIONS ATTRIBUTABLE TO YOUR EQUIPMENT, ANY INTERNET SERVICE, OR ANY PAYMENT SYSTEM; AND (C) IF YOU ARE UNABLE TO COMPLETE A TRANSACTION FOR ANY REASON. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF EXACTLY OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Exactly, its shareholders, subsidiaries, affiliates, directors, officers, employees, agents, representatives, suppliers, and subcontractors from any and all losses, liabilities, claims, demands, judgments, and expenses including, but not limited to, reasonable attorneys’ fees (“Actions”), arising out of or in any way connected with: (a) your access to or use of the Services; (b) your Feedback; (c) your breach of this Agreement; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. Exactly will have control of the defense or settlement, at Exactly’s sole option, of any third-party Actions.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION (JURY TRIAL WAIVER) OF ANY AND ALL DISPUTES WITH EXACTLY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM EXACTLY (NO CLASS ARBITRATIONS, CLASS ACTIONS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS).

You and Exactly agree to waive any right to a jury trial, or the right to have any dispute resolved in any court, and instead accept the use of binding arbitration.

You and Exactly agree that any dispute is personal to you and Exactly, and that any dispute shall only be resolved by an individual arbitration and shall not be brought as a class arbitration, a class action, or any other representative proceeding. Neither party agrees to class arbitration, or an arbitration where a person brings a dispute as a representative of any other person or persons.

Any dispute, controversy or claim arising out of or in relation to this contract, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with Rules of Arbitration of the International Chamber of Commerce. The seat of arbitration shall be Vilnius, Lithuania The language to be used in the arbitral proceedings shall be English.

We may assign or otherwise transfer any of our rights and obligations under the Agreement, without your prior consent, to any other person or business, subject to such party continuing the obligations in the Agreement to you.

This Agreement is between you and us only. Except for any party to whom we transfer this Agreement (under this section 16.a), nothing in the Agreement gives any third party any benefit or right (including any enforcement right).