Last Updated: March 16, 2017

PLEASE READ THESE TERMS OF USE CAREFULLY. BY CLICKING TO ACCEPT, OR BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND ALL TERMS INCORPORATED BY REFERENCE. If you are accepting these terms on behalf of an entity, you confirm that you are authorized on behalf of that entity to agree to be bound by these Terms of Use and all terms incorporated by reference.

Scope. These Terms apply to any Xapo User that becomes and/or acts as an Independent Teller (as this term is defined below ), rendering direct and independent services to other Xapo Users by accessing through our website at https://xapo.com, our online services, our Android and iOS mobile apps, and any of our services related to or utilizing any of the foregoing, which we refer to in these Terms, collectively, as our Network Services. These terms are a binding agreement between you and Xapo Limited, a company incorporated under the laws of Hong Kong.

Eligibility and Agreement. If you become and act as an Independent Teller these Terms apply. If you do not agree to these Terms, you must not become or act as a Teller. You can become or act as a teller only if you can lawfully enter into an agreement to these Terms under applicable law. If you become a Teller you agree to do so in compliance with these Terms and with applicable laws and regulations.

Teller Network. The Teller Network allows Xapo users to top up their Xapo Fiat Accounts, by sending funds in Fiat currency to other Xapo users registered in such Teller Network (which we refer to in these Terms, collectively, as “Independent Teller” or “Teller”), that offers to receive such Fiat funds in the territory where the Transaction is performed (“Territory”), and send the respective amount of digitalized funds to the Fiat account of the Xapo user, under the terms, conditions, rates and payment methods, defined and published by each Teller and agreed by the Xapo user.

Transaction(s). Transaction(s) is (are) the procedure agreed between the Independent Teller and the Xapo user to digitalize Fiat funds sent by the user to the Independent Teller, through the Teller Network. Transactions will be initiated pursuant to Xapo user’s request and Teller’s agreement to such request, communicated through the Teller Network.

Becoming a Teller. Only Xapo Users can become an Independent Teller. To become an Independent Teller you shall be taken through a process to open and access a special wallet called “Network Wallet” that you shall need to fund before engage in any Transaction.

When a Transaction is started, the amount of the Transaction shall be automatically reserved from the Network Wallet. Once the Independent Teller confirms that they have received the user’s Fiat funds, Xapo will release the digital amount to the Fiat account of the Xapo user.

We reserve the right to suspend or terminate the account of any user and/or Teller who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

Independent Third Party. Teller acknowledges and accepts that Independent Teller and Xapo users are independent third parties and, by becoming an Independent Teller, you will contract directly with users and not with Xapo. Teller acknowledges and agrees that Xapo acts as an intermediary that only help to facilitate transactions between Teller and users.

Independent Teller also acknowledges and agrees that Xapo is not responsible for any errors or omissions that the Teller may make in connection with any Transaction initiated via the Network Services. Teller acknowledges and agrees that user’s payments in connection with any Transaction shall be agreed, processed, received and confirmed by the instructions provided by the Teller to the user at Teller’s sole risk. Teller acknowledges and agrees that Teller uses the Network Services at Teller’s sole risk.

Compliance Level. Independent Teller agrees to undertake and complete the Compliance Level requested by Xapo in order to be authorized to render Independent Teller services, which process will request a full identification and valid proof or identity, domicile, etc. You shall also be subject to the strict AML process of Xapo.

Support. Independent Teller shall provide reliable and regular support to users regarding Transactions. Teller agrees to fully and timely cooperate with and assist the user to address any issues affecting a Transaction where cooperation or assistance from the Teller is reasonably required.

Warranties and Other Obligations. Teller represents, warrants and covenants that: (i) the Transactions will be performed in a professional and workmanlike manner, according to good industry practice, and that none of such Transactions is or will be inconsistent with any obligation Teller may have to others; (ii) Teller shall comply with all applicable laws and Xapo safety and compliance rules in the course of performing the Transactions; (iii) if Teller’s services in the Territory requires a license, Teller has obtained that license and the license is in full force and effect; (iv) Teller has the full right, power, legal capacity and authority to perform its obligations under this Terms; (v) by agreeing to these Terms, Teller will not conflict with, or breach the terms, conditions or provisions of, or default under any applicable law, regulations or agreement to which it is a party; (vi) there is no action, suit or proceeding at law or in equity now pending or, to Teller’s knowledge, threatened by or against or affecting Teller which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations; (vii) Teller will undertake its obligations pursuant to this Terms with all reasonable skill, care and diligence and in accordance with the provisions of this Terms.

Indemnification. Teller will indemnify and hold harmless Xapo from and against any claim, fine damages, losses and cost that arise or may arise due to the breach of these Terms, and/or due to the breach of any obligations of the Teller in connection to any Transaction.

Independent Contractor for All Purposes, including Tax. Teller shall be responsible to fulfill any and all personal and/or institutional tax obligation, including but not limited to make Teller’s own registration as an independent contractor with the relevant tax authority of it country of residence and/or the Territory, if applicable. Xapo shall have no obligations or responsibility whatsoever in connection to the tax obligations of the Teller.

Changes to These Terms. We may make changes to these Terms, including when there are changes in our Network Services, technology, regulation and for other reasons. If we do, we will provide you notice of such changes by posting the updated Terms on our website and changing the “Last Updated” date above. Any amended Terms will become effective no earlier than 14 days after they are posted and apply prospectively to use of the Network Services after such changes become effective, except that changes addressing new functions of the Network Services or changes made for legal reasons will be effective immediately. Your continued use of the Network Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Network Services.

Data Privacy. Teller hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Teller’s personal data, as applicable, by Xapo, and its parent or subsidiaries for the purpose of implementing, administering and managing the Network Services. Teller understands that Xapo may hold certain personal information about Teller, including, but not limited to, Teller’s name, home address and telephone number, date of birth, social insurance number or other identification number, nationality, job title (“Data”), for the purpose of implementing, administering and managing the Network Services. Teller understands that Data may be transferred to a third party service provider, which may assist Xapo (presently or in the future) with the implementation, administration and management of the Network Services. Teller understands that the recipient’s country may have different data privacy laws and protections than Teller’s country. Teller authorizes Xapo, and any other possible recipients which may assist Xapo (presently or in the future) with implementing, administering and managing the Network Services to receive, possess, use, retain and transfer Data, in electronic or other form.

Assignment; Entire Agreement. Xapo may assign these Terms to its parent company, affiliate or subsidiary at any time. These Terms, together with any other agreements that apply to you, such as our Xapo Terms of Use, constitute the entire and exclusive agreement between us and you regarding its subject matter, and supersede and replace any previous or contemporaneous written or oral contract, warranty, representation or understanding regarding its subject matter. The obligations contemplated hereunder are personal to Teller and Teller shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Terms without the written consent of Xapo. Any attempt to do so shall be void. Xapo may fully assign and transfer this agreement in whole or part.

Incorporation of Privacy Policy and Terms of Use. Our Terms of Use (available at https://xapo.com/terms) and our Privacy Policy (available at https://xapo.com/privacy) are incorporated into these Terms, and should be read carefully as they are an important part of these Terms. You hereby acknowledge your acceptance of our Terms of Use and Privacy Policy as to your use of any Network Services, which shall be deemed a use of our Services.

Contact Us.

Xapo Limited
6th Floor Alexandra House
18 Chater Road
Central
Hong Kong