Welcome to Valexpay. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services

and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please

contact us at:

Email: info@valexpay.com Address: Chudenická 1059/30, 102 00, Praha 10 - Hostivaｳ

These Terms of Use (the “Terms”) are a binding contract between you and HORKOS, INC. (D/B/A VALEXPAY)

(“Valexpay,” “we” and “us”). Your use of the Services in any way, whether through our website or a third party platform,

means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. If you are using the

Services on behalf of an organization or entity, you agree that you are authorized to agree to these Terms on such organization’s or

entity’s behalf (in which case, all references to “you” and “your” hereunder include such organization or entity). These

Terms include the provisions in this document as well as those in our Privacy Policy. Your use of or participation in certain Services

may also be subject to additional terms, policies, rules and/or conditions (“Additional Terms”), which, to the extent applicable,

are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to

also comply with these Additional Terms. Please read these Terms carefully. They cover important information about Services

provided to you. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver

and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR

SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU

MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

If you are a Developer, you acknowledge and agree that your access and use of the Services are governed by additional agreements,

which may include documentation available here and/or our SDK and/or API license and terms. In case of any conflict between

these Terms and the documentation or other terms specifically governing your use of the Services as a Developer, the latter will

govern with respect to such Services.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN

THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL

BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A

CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change? We are constantly improving our Services, so these Terms may change accordingly. We reserve the

right to change the Terms at any time. If we do, we will place a notice on our site located at www.valexpay.io, send you an email,

and/or notify you by some other means. If you don’t agree with the new Terms, you are free to reject them. You will no longer be

able to use the Services, but you will be able to export data. If you use the Services in any way after a change to the Terms is

effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or

modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy? Valexpay takes the privacy of its users very seriously. We work to minimize the data we take on and ensure

it only goes to its intended audience. For the current Valexpay Privacy Policy, please click here.

Children's Online Privacy Protection Act The Children’s Online Privacy Protection Act (“COPPA”) requires that online service

providers obtain parental consent before they knowingly collect personally identifiable information online from children who are

under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under sixteen (16). If

you are a child under sixteen (16), please do not attempt to register for or otherwise use the Services or send any personal

information about yourself to us. If we learn we have collected personal information from a child under sixteen (16), we will delete

that information as quickly as possible. If you believe that a child under sixteen (16) may have provided us with personal

information, please contact us at info@valexpay.com.

What does Valexpay do for me? Valexpay provides two core Services to its customers: authentication and wallets, each considered a

“Service” hereunder. Developers can choose whether to use one or both sets of capabilities as part of their Valexpay integration.

Concretely, this means that Valexpay may be responsible for authenticating you with a service (for instance, checking that the email

you inputted when signing up is indeed your email) and/or providing you with a wallet so you can easily transact and access

on-chain systems as part of using the Service. These Terms apply to your use of either of the core Services, subject to additional

terms that may apply if you are a developer.

What are the basics of using Valexpay? Valexpay provides its users and developers with functionality to create wallets. A wallet is

an intangible medium which secures a set of cryptographic keys enabling you to sign arbitrary messages on behalf of third party

applications, including but not limited to, signature of blockchain-based transactions to purchase, sell, and control digital assets. One

feature of Valexpay’s wallet services is to provide users with an embedded wallet (an “Embedded Wallet”) of their own, or theability to connect their existing, third-party wallets to an app. Valexpay also enables third-party developers (its customers) to create

and configure wallets in connection with apps or other services offered by such third-parties to users (such wallets, “Server

Wallets”, “Server Signers” or “Signing Service”). All wallets, including both Embedded Wallets and Server Wallets, are

referred to herein as “Wallets.”

You may be required to sign up for an account and select a password. You promise to provide us with accurate, complete, and

updated registration information about yourself. You agree that you will not set up an account with the intent to impersonate another

person.

When you create a Wallet, entropy is generated. This is a random sequence of phrases, characters, or numbers (“Secret”) that help

create a private key from which a Wallet can be derived. Control over this private key is mediated either by ownership of an

approver key (in the case of “server wallets”) or by proving you are its rightful owner (based on authentication through the

appropriate services and/or knowledge of a password set to safeguard the key). As a user, Valexpay enables you to download your

Secret. You are responsible for storing and safeguarding the Secret, any passwords, private keys, recovery phrases and other

credentials associated with the use of Wallets (“Credentials”), and you agree to use commercially reasonable efforts to prevent

unauthorized access to, or use of, Wallets and all other accounts through the Services. Please note that Valexpay does not store any

Wallet in any Valexpay system, and never has access to your Secret, approver keys, or recovery phrase. You acknowledge that

Valexpay only provides self-custodial Wallets (whether custodied directly by a user or by a developer), and Valexpay does not store

or have access to your Wallets, Credentials, or assets contained in Wallets. Accordingly, Valexpay cannot assist with retrieving any

such Credentials. Signatures for your Wallet can only be generated with you logged into an app, except with respect to Delegated

Actions (as defined herein) and certain configurations of Server Wallets. Any unauthorized access to a Wallet could result in the loss

or theft of any asset held in the Wallet. If you notice any unauthorized or suspicious activity in Wallet(s) or accounts that are related

or linked to the Services, you agree to notify Valexpay immediately by emailing us. Valexpay is not a custodian of your Wallet or

Credentials, and does not have the power to make any transactions on your behalf. Neither Valexpay nor its employees will ever ask

you for information about your Secret or other details that could be used to take custody of your Wallet. You are responsible for the

acts and omissions of any person who accesses an account or Wallet provided through the Services.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other

services (each, a “Third Party Account”), such as those offered by Google, Twitter, Apple, GitHub and Discord. By using the

Services through a Third Party Account, you permit us to access certain information from such an account for use by the Services.

You are in control of how much information is accessible to us, and may exercise this control by adjusting your privacy settings on

your Third Party Account.

You represent that you are at least 16 years old. You also represent that you are of legal age to form a binding contract (or if not,

you’ve received your parent’s or guardian’s permission to use the Services, and have gotten your parent or guardian to agree to

these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent that you are

authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the

references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal use, and not on behalf of or for the benefit of any third party, and only in a

manner that complies with all laws that apply to you and in accordance with any documentation provided or made available by

Valexpay. If your use of the Services is prohibited by applicable laws or not in accordance to these Terms or any documentation

provided or made available by Valexpay, then you aren’t authorized to use the Services. We can’t and won’t be responsible for

your using the Services in a way that breaks the law or is not permitted by these Terms or other documentation.

You will not share your Credentials or Valexpay User ID with anyone, and you must protect the security of your Credentials and

Valexpay User ID and any other access tools or credentials. You’re responsible for any activity associated with your Valexpay

User ID and account.

What about Transactions I sign through a Valexpay Wallet? Wallets will enable you to access third-party applications, including

decentralized applications (“DAPP”) and decentralized exchanges (“DEX”), which may allow you to swap or trade digital

assets. Valexpay is not responsible for your access or use of any DAPP or DEX. Your use of any DAPP or DEX is subject to the

terms and conditions of the third-party DAPP or DEX provider, which may include (A) limitations on transaction volumes and (B)

handling fees or service fees (which are set by the third-party provider). We do not have the ability to freeze, cancel or otherwise

modify any transaction that you execute through a third-party DAPP or DEX. We do not store, send, or receive digital assets. Any

transfer that occurs in relation to any digital asset occurs on the relevant blockchain network, and we cannot guarantee that any

transaction will be completed in the manner intended.

Transactions that are associated with your Wallet may require the payment of “gas” or other transaction fees. You are responsible

for ensuring that you have adequate funds in your Wallet to complete transactions. You acknowledge and agree that we will not be

liable for any failed transactions due to insufficient funds associated with your Wallet.You agree that you will not use your Wallet to pay for, support, or otherwise engage in any illegal activities including, but not

limited to: purchases or sales of illegal goods or services; fraud; money laundering; or terrorist activities. If we discover that you

have violated any applicable laws or regulatory requirements, we reserve all of our rights and remedies under these Terms and at

law, and will take all necessary actions against you. The use of your Wallet may be legally prohibited or technically restricted in

certain territories and countries. You are solely responsible for determining, and complying with, all laws, rules and regulations

applicable to you.

What about Delegated Actions and Server Wallets? In some circumstances, you may delegate signing authority for an Embedded

Wallet to a third-party developer (a “Delegated Action”). By default, all Embedded Wallets are configured so that the

root-of-trust sits with the user, and only the user has control over their private keys; however, through a Delegated Action, you may

provide a developer with the ability to sign transactions on your behalf. For example, you may enable Delegated Action

functionality to enable automatic or recurring transfers of digital assets from your Embedded Wallet.

Server Wallets provide developers with more control over how Wallets are configured. Server Wallets may be configured by the

developer so that the root-of-trust sits, by default, with the developer, the user, another third party, or multiple third parties. In

certain cases, users may not interact with, or exercise any direct control over, a Server Wallet. Valexpay ensures only the appropriate

party or parties, as defined by the developer, can control the Server Wallet. This means we do not and cannot control how Server

Wallets are configured, or who controls approver keys to a Server Wallet. Unlike Embedded Wallets, Server Wallets do not, by

default, place the root-of-trust with the user.

Your enablement of Delegated Actions, and your use of Server Wallets, is subject to the terms and conditions of the applicable

developer. In cases where you do not directly interact with, or exercise any control over, a Server Wallet, the developer terms and

conditions will apply to the exclusion of all other terms and conditions, including these Terms. You are responsible for reading and

understanding the terms that govern any such Delegated Action or Server Wallet, including how such Delegated Actions or Server

Wallets will be implemented and/or configured. Developers, not us, are responsible for providing you with appropriate disclosures

and obtaining appropriate consents from you to enable Delegated Actions. If you have any questions or concerns about a Delegated

Action, you must contact the relevant developer for assistance. As with any blockchain transaction, we are unable to freeze, cancel

or otherwise modify any transaction initiated through a Delegated Action or a Server Wallet.

What about messaging? As part of the Services, you may receive communications through the Services, including messages that

Valexpay sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and

instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you

confirm that you want Valexpay to send you information regarding your account or transactions with us, which may include

Valexpay using automated dialing technology to text you at the wireless number you provided, and you agree to receive

communications from Valexpay, and you represent and warrant that each person you register for the Services or for whom you

provide a wireless phone number has consented to receive communications from Valexpay. You agree to indemnify and hold

Valexpay harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses

(including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Are there restrictions in how I can use the Services? You represent, warrant, and agree that you will not provide or contribute

anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a

manner that: a. infringes or violates the intellectual property rights or any other rights of anyone else (including Valexpay); b.

violates any law or regulation, including, without limitation, any applicable export control laws, anti-money laundering laws,

privacy laws or any other purpose not reasonably intended by Valexpay; c. is dangerous, harmful, fraudulent, deceptive, threatening,

harassing, defamatory, obscene, or otherwise objectionable; d. jeopardizes the security of your or another users’ Wallets,

Credentials, Valexpay User ID, or accounts (such as allowing someone else to log in to the Services as you); e. attempts, in any

manner, to obtain the Credentials, password, account, or other security information from any other user; f. bypasses any measures

Valexpay may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the

Service); g. violates the security of any computer network, or cracks any passwords or security encryption codes; h. runs Maillist,

Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not

logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable

load on the Services’ infrastructure); i. “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the

Services or Content (through use of manual or automated means); j. copies or stores any significant portion of the Content; or k.

decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to

the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in the Services? The materials displayed or performed or available on or through the Services, including, but not

limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are

protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules,information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce,

modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit

for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that

violates someone else’s (including Valexpay's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable

license to use (i.e., to download and display locally) Content solely for purposes of using the Services and in accordance with any

documentation or other agreements provided or made available by Valexpay. Use, reproduction, modification, distribution or

storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from

us. You understand that Valexpay owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of,

reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.

The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist,

all the restrictions in this section still apply.

Who is responsible for what I see and do on the Services? Any information or Content publicly posted or privately transmitted

through the Services is the sole responsibility of the person from whom such Content originated, you access all such information and

Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content, or for any damages or

loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret

and use the Content, or what actions you may take as a result of having been exposed to the Content, and you hereby release us from

all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with

whom you interact in using the Services, and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights

necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to, or be provided on, third-party platforms or websites or services that are not owned

or controlled by Valexpay, including any DAPP or DEX that you use to transact in digital assets or any developer that leverages our

Services to provide you with an Embedded Wallet or Server Wallet. When you access third-party websites or platforms or use

third-party services, including the websites, platforms or services provided by any developer, you accept that there are risks in doing

so, and that Valexpay is not responsible for such risks.

Valexpay has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions

expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Valexpay will not

and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you

leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or

utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party

website or service.

Your interactions with organizations and/or individuals found on or through the Services and any other terms, conditions, warranties

or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should

make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of

these third parties. You agree that Valexpay shall not be responsible or liable for any loss or damage of any sort incurred as the

result of any such dealings.

If there is a dispute between participants on this site or Services, or between users and any third party, you agree that Valexpay is

under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Valexpay, its

directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or

unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our

Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in

substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his

or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her

settlement with the debtor or released party.”

Will Valexpay ever change the Services? We’re always improving our Services, so they may change over time. We may suspend

or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to

parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that could adversely affect

you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason

(including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion,

and without notice.

Do the Services cost anything? Except as specified in other agreements with you, the Services are currently free, but we reserve the

right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying afee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. In any event, you will retain

the ability to export any private keys or other data should you choose not to continue using the Services.

What if I want to stop using the Services? You’re free to do that at any time by contacting us at info@valexpay.com; please refer

to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped

using our Services. Valexpay is also free to terminate (or suspend access to) your use of the Services or your account for any reason

in our discretion, including your breach of these Terms. Valexpay has the sole right to decide whether you are in violation of any of

the restrictions set forth in these Terms. Account termination may result in destruction of any Content associated with your account,

so keep that in mind before you decide to terminate your account. If you have deleted your account by mistake, contact us

immediately at info@valexpay.com ‒ we will try to help, but unfortunately, we can’t promise that we can recover or restore

anything. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example,

all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms

regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the

arbitration agreement.

What else do I need to know? Warranty Disclaimer. Valexpay and its licensors, suppliers, partners, parent, subsidiaries or affiliated

entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and

agents, and each of their respective successors and assigns (Valexpay and all such parties together, the “Valexpay Parties”) make

no representations or warranties concerning the Services, including without limitation regarding any Content contained in or

accessed through the Services, and the Valexpay Parties will not be responsible or liable for the accuracy, copyright compliance,

legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs,

expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Valexpay

Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or

purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY VALEXPAY

(AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE

UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED

WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. YOU ACKNOWLEDGE THAT

DIGITAL ASSET INVESTMENTS INVOLVE RISKS, INCLUDING THE RISK OF LOSS OF SOME OR ALL DIGITAL

ASSETS. USE OF ANY WALLET RECOVERY SERVICE INCLUDED AS PART OF THE SERVICES IS OFFERED TO

USERS AS A CONVENIENCE, SUBJECT TO THE TERMS SET FORTH IN THIS AGREEMENT. VALEXPAY DOES NOT

AND WILL NOT ACT AS A CUSTODIAN OF A USER’S WALLETS OR CREDENTIALS UNDER ANY

CIRCUMSTANCES. USERS ARE SOLELY IN CONTROL OF AND RESPONSIBLE FOR STORING AND SECURING THEIR

CREDENTIALS. VALEXPAY DOES NOT GUARANTEE THAT ANY USER WILL BE ABLE TO RECOVER ANY WALLET

AND DOES NOT STORE OR HAVE ACCESS TO ANY CREDENTIALS. IF A USER LOSES THEIR CREDENTIALS, THEN

THE USER MAY LOSE ACCESS TO ALL ASSETS STORED IN THEIR WALLET. USERS SHOULD ALWAYS BACK UP

CREDENTIALS VIA SECONDARY MEANS.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES

AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR

OTHERWISE) SHALL ANY OF THE VALEXPAY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A)

ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING

DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK

STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS,

SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100)

DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. FOR CLARITY, VALEXPAY WILL NOT BE

RESPONSIBLE OR LIABLE TO ANY USER FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT

BE LIABLE FOR, ANY USE OF THE SERVICES INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR

CLAIMS ARISING FROM: (1) USER ERROR SUCH AS FORGOTTEN CREDENTIALS, INCORRECTLY CONSTRUCTED

TRANSACTIONS, OR MISTYPED ADDRESSES, (2) SERVER FAILURE OR DATA LOSS, (3) CORRUPTED WALLET

FILES, (4) UNAUTHORIZED ACCESS TO APPLICATIONS, OR (5) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES,

INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF

ATTACK AGAINST THE SITE OR SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF

INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND

EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the Valexpay Parties harmless from and against any and all claims, liabilities, damages

(actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relatingto (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these

Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact

information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification

obligations hereunder).

Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account,

in any way (by operation of law or otherwise) without Valexpay's prior written consent. We may transfer, assign, or delegate these

Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and

the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate

certain disputes and claims with Valexpay and limits the manner in which you can seek relief from Valexpay. Both you and

Valexpay acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms,

Valexpay's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms,

and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to

enforce these Terms against you as the third-party beneficiary hereof.

a. Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim,

question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations,

which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally

settled by binding arbitration in San Francisco County, California. The arbitration will proceed in the English language, in

accordance with the American Arbitration Association (AAA) Consumer Arbitration Rules (the “Rules”) then in effect, by one

commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator

shall be selected from the appropriate list of AAA arbitrators in accordance with such Rules. Judgment upon the award rendered by

such arbitrator may be entered in any court of competent jurisdiction.

b. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Valexpay will pay all arbitration fees for claims less

than seventy-five thousand ($75,000) dollars. Valexpay will not seek its attorneys’ fees and costs in arbitration unless the arbitrator

determines that your claim is frivolous.

c. Small Claims Court; Infringement. Either you or Valexpay may assert claims, if they qualify, in small claims court in San

Francisco County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing

obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any

court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's

copyrights, trademarks, trade secrets, patents or other intellectual property rights.

d. Waiver of Jury Trial. YOU AND VALEXPAY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO

COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Valexpay are instead choosing to have claims and

disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules

applicable in court and are subject to very limited review by a court. In any litigation between you and Valexpay over whether to

vacate or enforce an arbitration award, YOU AND VALEXPAY WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to

have the dispute be resolved by a judge.

e. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION

AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS.

CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR

CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated

actions is deemed invalid or unenforceable, neither you nor Valexpay is entitled to arbitration; instead all claims and disputes will be

resolved in a court as set forth in (g) below.

f. Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the

following address: Chudenická 1059/30, 102 00, Praha 10 - Hostivaｳ postmarked within thirty (30) days of first accepting these

Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your

account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

g. Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement

permits either you or Valexpay to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the

foregoing arbitration agreement will not apply to either party, and both you and Valexpay agree that any judicial proceeding (other

than small claims actions) will be brought in the state or federal courts located in, respectively, San Francisco County, California, or

the federal district in which that county falls.h. Severability. If the prohibition against class actions and other claims brought on behalf

of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section

will be null and void. This arbitration agreement will survive the termination of your relationship with Valexpay.

Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental

assessments associated with your activity in connection with the Services, provided that Valexpay may, in its sole discretion, do any

of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall

not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid,

that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full

force and effect and enforceable. You and Valexpay agree that these Terms are the complete and exclusive statement of the mutual

understanding between you and Valexpay, and that these Terms supersede and cancel all previous written and oral agreements,

communications and other understandings relating to the subject matter of these Terms, in each case, except for any Enterprise

Terms of Use or other similar agreements executed between you and Valexpay. You hereby acknowledge and agree that you are not

an employee, agent, partner, or joint venture of Valexpay, and you do not have any authority of any kind to bind Valexpay in any

respect whatsoever. Except as expressly set forth in the section above regarding the arbitration agreement, you and Valexpay agree

there are no third-party beneficiaries intended under these Terms.