General Terms and Conditions of Earn Interest Product

I. Introduction

These General Terms and Conditions of Earn Interest Product shall govern the contractual relations between any holding company, subsidiary or entity belonging to the Nexo Group, as the case may be, on one side, and the investors, on the other side, with regard to the Earn Interest Product.

II. Definitions

The terms used in these General Terms and Conditions of Earn Interest Product shall have the meaning specified hereinbelow unless otherwise presumed by the context or agreed by the parties thereto:

(a) ”General Terms“ shall mean these General Terms and Conditions of Earn Interest Product;

(b) “Nexo” shall mean any holding company, subsidiary or entity belonging to the Nexo Group, as the case may be;

(c) “Investor” shall mean any natural person or legal entity complying with these General Terms and using the Earn Interest Product in accordance therewith;

(d) ”Party“ or ”Parties“ shall mean each of Nexo or the Investor, or Nexo and the Investor jointly;

(e) ”Contractual Relations“ shall mean the contractual relations between the Parties in regard to the Earn Interest Product arising out in accordance with these General Terms;

(f) “Earn Interest Product” shall mean a product offered by Nexo allowing Investors to earn Interest on their Crypto Assets in accordance with these General Terms;

(g) “Crypto Assets” shall mean any digital assets, including but not limited to cryptocurrencies, stablecoins and tokens, accepted by Nexo, to which the Earn Interest Product applies;

(h) “EURx” shall mean a Crypto Asset, representing a EUR stablecoin, asset-backed by Nexo’s portfolio of overcollateralized loans with insured collateral, with a guaranteed 1-to-1 conversion to EUR at all times, to which specific terms of these General Terms apply;

(i) “Interest” shall mean a high-yield interest rate indicated on the Website and subject to change at any time at Nexo’s sole discretion, which is compounded on the Crypto Assets in accordance with these General Terms;

(j) “Nexo Account” shall mean a personal or business account opened with Nexo by an Investor, in/from which Crypto Assets can be topped up and withdrawn/exchanged in accordance with these General Terms;

(k) “Website” shall mean https://nexo.io and any official Nexo communication channel;

(l) ”Intellectual Property“ shall mean any intellectual and industrial property rights belonging to Nexo, such as rights to trademarks, service marks, logos, copyright and related rights, know-how, research, experiments, publications, formulas, agreements, trade and company names, etc.

III. Applicability and Acceptance of General Terms

3.1. These General Terms shall apply to the Contractual Relations unless a specific agreement or any similar instrument has been entered into by the Parties. In the latter case, the Contractual Relations shall be governed by the terms and conditions of the relevant specific agreement or similar instrument.

3.2. These General Terms shall be deemed accepted by the Investor and shall validly bind him/it by opening the Investor’s Nexo Account and topping up Crypto Assets therein in accordance with the rules on the Website and these General Terms, under the condition that the relevant transaction has been confirmed under Item 5.1 (iv). In case the Crypto Assets are EURx, these General Terms shall be deemed accepted by the Investor by opening the Investor’s Nexo Account and paying the purchase price of EURx under Item 4.4.2, in accordance with the rules on the Website and these General Terms, while the General Terms shall validly bind the Investor under the condition that the purchase price of EURx has been received into Nexo’s EUR bank account under Item 4.4.2 and the relevant transaction has been confirmed under Item 5.1 (iv).

IV. Requirements to Investors and Opening of Nexo Account

4.1. In order to qualify as an Investor, each natural person or legal entity: (i) shall not be a citizen or resident of a sanctioned country according to the up-to-date list of the Treasury Department’s Office of Foreign Asset Control (OFAC) of the United States; and (ii) in case of EURx, shall not be a citizen or resident of the United States, and shall be subject to initial verification in accordance with the applicable law and regulations, including but not limited to such governing KYC, money laundering and terrorist financing. The relevant type of verification under this Item is applicable in the cases indicated on the Website.

4.1.1. Natural persons

4.1.1.1. Basic verification

The basic verification includes but is not limited to verification of the Investor’s name, address and mobile phone number, as indicated on the Website.

4.1.1.2. Advanced verification

In addition to the basic verification under Item 4.1.1.1, the advanced verification includes verification of the Investor’s identity by means of identity documents, the types of which may vary depending on the relevant Investor’s jurisdiction, as indicated on the Website.

4.1.2. Legal entities

4.1.2.1. Basic verification under Item 4.1.1.1 and/or advanced verification under Item 4.1.1.2 of the natural person representing the relevant legal entity.

4.1.2.2. In addition to the verification under Item 4.1.2.1, the Investor’s identity shall be also verified by means of any documents evidencing its status, the types of which may vary depending on the relevant Investor’s jurisdiction.

4.2. Nexo may request from the Investor at any time data and/or documents in order to verify the Investor’s compliance with the requirements under Item 4.1 and these General Terms. Nexo may also make enquiries and obtain data and/or documents from trusted, independent registers and databases on the basis of data and/or documents submitted by the Investor.

4.3. The Investor shall open his/its Nexo Account in accordance with the rules on the Website.

4.4. The Crypto Assets shall be topped up in the Nexo Account as follows, while no minimum amount of Crypto Assets is required:

4.4.1. In case of Crypto Assets other than EURx, the Investor shall top up his/its Crypto Assets in the Nexo Account;

4.4.2. In case of EURx, the Investor shall first purchase EURx from Nexo by transferring their purchase price to a EUR bank account indicated by Nexo. The purchase price of EURx is determined as per the guaranteed 1-to-1 conversion of EURx to EUR. After receipt of the purchase price under the preceding sentence, Nexo shall top up the relevant amount of EURx, determined as per their guaranteed 1-to-1 conversion to EUR without any fees or commissions, in the Investor’s Nexo Account.

V. Entering into Contractual Relations

5.1. The Parties enter into the Contractual Relations once all of the following conditions have been met:

(i) The Investor has opened a Nexo Account;

(ii) These General Terms have been accepted by the Investor in accordance with Item 3.2;

(iii) The Crypto Assets have been topped up in the Nexo Account in accordance with Item 4.4;

(iv) The relevant transaction under (iii) has been confirmed.

VI. Interest

6.1. The Interest shall commence compounding on the Crypto Assets daily as of the date of confirmation of the transaction under Item 5.1 (iv).

6.2. The Interest shall be compounded on the Crypto Assets until the date of: (i) the Investor’s withdrawal of the Crypto Assets other than EURx from his/its Nexo Account; or (ii) the Investor’s instruction to Nexo to exchange the EURx in his/its Nexo Account on his/its behalf.

6.3. The Interest shall be paid in the same Crypto Assets as the ones on which it is compounded. The Interest shall be credited to the Nexo Account on each calendar day.

VII. Topping up and Withdrawal of Crypto Assets/Exchange of EURx

7.1. The Crypto Assets can be topped up in the Nexo Account at any time.

7.2. The Investor shall be entitled at any time, in accordance with the procedure under Item 16.1 (ii), to: (i) Withdraw the Crypto Assets other than EURx from his/its Nexo Account; (ii) Instruct Nexo to exchange on his/its behalf the EURx in his/its Nexo Account, at a price determined as per the guaranteed 1-to-1 conversion to EUR without any fees or commissions, and receive the proceeds of the exchange into a EUR bank account indicated thereby.

VIII. Parties’ Warranties, Rights and Obligations

8.1. The Investor warrants that:

(i) The Crypto Assets topped up by him/it in the Nexo Account under Item 4.4.1 are exclusively owned thereby;

(ii) He/it will validly undertake any action or enter into any transaction in regard to the Contractual Relations;

(ii) The Crypto Assets and the funds used for payment of the purchase price of EURx under Item 4.4.2 are not derived from money laundering, terrorist financing, fraud or any other illegal or criminal activity under any applicable law;

(iii) He/it does not fall within the limitations under Item 4.1;

(iv) He/it has submitted to Nexo complete, correct and up-to-date data and documents;

(v) He/it is aware that Nexo has not provided him/it with any advice on any issue regarding the Contractual Relations and that he/it has consulted an attorney and tax advisor prior to entering thereinto.

8.2. The Investor undertakes to:

(i) Not use the Nexo Account for any illegal or criminal purpose, including money laundering, terrorist financing, fraud, and while using the Nexo Account, he/it will not violate any applicable law, rule, regulation, etc.;

(ii) If there is any change in the data and/or documents submitted thereby, inform Nexo about the change as soon as possible, and as regards his/its contact details under Item 15.1, within the term under Item 15.2;

(iii) Keep all the necessary data for using the Nexo Account unavailable to third parties;

(iv) Inform Nexo immediately if he/it has identified or suspected any breach of security.

8.3. Nexo shall be entitled to:

(i) Suspend the provision of the services related to the Earn Interest Product to the Investor at any time and deny/limit the Investor’s access to the Nexo Account, including but not limited to if Nexo has discovered that the Investor has violated these General Terms or any applicable law, rule or regulation;

(ii) Suspend the provision of the services related to the Earn Interest Product for maintenance of the systems by informing the Investor in advance thereabout, except for cases that require immediate actions.

8.4. Nexo undertakes to:

(i) Provide the services related to the Earn Interest Product with due diligence in accordance with these General Terms, applicable law, rules, regulations and best commercial practice;

(ii) In case of system malfunction, take reasonable measures to ensure that the Investor can use the Earn Interest Product/Nexo Account in an ordinary manner in accordance with these General Terms.

IX. Transfer and Assignment of Parties’ Rights and Obligations

9.1. The Investor’s rights and obligations arising out of the Contractual Relations are not assignable or transferrable in whole or in part, without the prior written consent of Nexo.

9.2. Nexo can transfer its rights and assign its obligations arising out of the Contractual Relations to, respectively in favor of, third parties, without the prior written consent of the Investor.

X. Custodial Insurance

10.1. Whenever possible, Nexo shall ensure custodial insurance for the Crypto Assets to an aggregate amount indicated on the Website, which is available through a world-renowned insurance company with a syndicate of underwriters. All the insurance procedures shall be triggered so as to compensate any losses resulting from physical and/or cyber security breach, and/or employee theft.

10.2. The Investor is fully responsible to safeguard his/its Nexo Account by any means possible and permitted, including but not limited to strong passwords, two-factor authentication and controlling of all login credential to his/its Nexo Account.

XI. Liability and Limitation of Liability. Indemnification

11.1. The Investor shall be liable in the following cases:

(i) In case the Investor gives a third party the necessary data for using his/its Nexo Account, the Investor shall not be released from liability for performance of his/its obligations under these General Terms;

(ii) The Investor’s liability under these General Terms does not limit or exclude his/its liability under the relevant applicable law;

(iii) The Investor shall be liable for any losses, damages and expenses, including reasonable attorneys’ fees, incurred by third parties as a result of his/its use of the Nexo Account.

11.2. Nexo shall not be liable for:

(i) Delays, interruptions or other reasons caused by Internet connection failures;

(ii) Delays caused by third parties;

(iii) Disruption or damage (including non-material loss and/or loss of profit) caused to the Investor by failure of the Website.

11.3. The Parties shall not be liable for failure to perform their obligations under these General Terms if it is caused by force majeure (for example, an act of war, riot, natural phenomenon, strike, interruption of communications services, interruption of power supply, cyberattack, the activities of public authorities) or any other circumstances independent of the Party that the Party that violated the obligation could not have influenced, and the Party could have been expected to exclude it in terms of reason.

11.4. The Investor shall be liable to Nexo and shall indemnify and hold Nexo harmless from any losses, damages and expenses, including reasonable attorneys’ fees, which Nexo may incur in connection with the Contractual Relations, the Investor’s use of his/its Nexo Account and the related activities, the Investor’s violation of any law, rule, regulation, etc., or the rights of a third party, or any act or omission by his/its agent or representative, if any.

11.5. Nexo shall not be liable to the Investor and shall not indemnify the Investor for any losses, damages and expenses due to a reason for which Nexo cannot be held liable under the relevant applicable law.

XII. Intellectual Property

12.1. The Intellectual Property remains exclusive property of Nexo and cannot be reproduced, displayed, distributed and used in any other manner by the Investor, except upon Nexo’s explicit prior written consent.

XIII. Confidentiality

13.1. Prior to entering into or in the course of the Contractual Relations, each Party may disclose to the other Party certain proprietary, technical, commercial, and other information or a part thereof that the disclosing party identifies as confidential at the time of disclosure or that the receiving party should reasonably know is confidential from the context of disclosure, regardless of whether disclosed in oral, written, electronic, or other forms.

13.2. During the term of the Contractual Relations and for a period of 3 (three) years thereafter, neither Party shall: (i) disclose any confidential information or a part thereof of the other Party without the disclosing party’s prior written consent; or (ii) use the confidential information or a part thereof of the other Party except as necessary to perform his/its obligations under these General Terms. This obligation shall not apply to information which is in or, without any breach of the obligation under this Item, has become or becomes publicly available or of which the relevant Party has already been aware without having undertaken a confidentiality obligation, or which has been independently developed by the receiving party without the use of the disclosing party’s confidential information or a part thereof.

XIV. Personal Data

14.1. The Investor/Investor’s representative grants his explicit consent to the processing of his personal data under Section IV by Nexo for the purposes of the Investor’s entering into the Contractual Relations, the management and termination thereof, as well as for marketing purposes, and to the transfer of such personal data from Nexo to other members of the Nexo Group or any third party, and the subsequent processing of the personal data by these other members of the Nexo Group or third parties, unless Nexo is obliged to process or transfer the Investor’s personal data/the personal data of its representative for other purposes provided for by the relevant applicable law. In the latter case, Nexo shall inform the Investor/Investor’s representative about the above obligation, to the extent permitted by the applicable law, prior to commencing the processing, respectively transfer, of the relevant personal data.

14.2. Nexo shall provide sufficient guarantees for protection of the Investor’s personal data/the personal data of its representative and shall implement the necessary technical and organizational security measures for the purpose of ensuring compliance with the applicable law.

XV. Communications

15.1. The communications between the Parties shall be deemed validly received when addressed to the last mailing address, email address or phone number, indicated by the relevant Party.

15.2. Each Party shall inform the other Party about the change of its contact details under Item 15.1 in a 1-day term as of the change. In case the relevant Party fails to comply with the obligation under the preceding sentence, all communications sent to any of the last contact details indicated by this Party shall be deemed validly received.

15.3. The Investor hereby authorizes Nexo to additionally contact him/it at any phone number/email address the Investor has used to contact Nexo or at which Nexo believes that it can contact the Investor. The communications under the preceding sentence may be in the form of calling, text messaging, email, or through any mobile application.

XVI. Termination

16.1. The Contractual Relations can be terminated:

(i) By mutual consent of the Parties reached through the means of communication under Section XV;

(ii) Unilaterally, by any of the Parties, by a notice to the other Party having an immediate termination effect, through the means of communication under Section XV;

(iii) In case Nexo discontinues the offering of the Earn Interest Product, wherein Nexo shall notify the Investors of this fact on the Website within a reasonable term prior to the discontinuation;

(iv) In case, at Nexo’s sole discretion, the Earn Interest Product shall be no longer applicable to certain Crypto Assets or certain Investors, wherein Nexo shall notify the Investors of this fact on the Website within a reasonable term prior to its occurrence.

16.2. In case of termination of the Contractual Relations, the Investor shall, on the date the termination becomes effective:

(i) Withdraw all Crypto Assets other than EURx from his/its Nexo Account, together with the Interest compounded thereon;

(ii) Instruct Nexo to exchange on his/its behalf the EURx in his/its Nexo Account, together with the Interest in EURx compounded thereon, at a price determined as per their guaranteed 1-to-1 conversion to EUR without any fees or commissions, and to indicate a EUR bank account for receipt of the proceeds of the exchange.

XVII. Miscellaneous

17.1. When these General Terms provide for a written form of a certain Party’s statement, representation, declaration, consent, approval, etc., this form shall be deemed complied with if such is made by email, text messaging, or through any mobile application.

17.2. Nexo shall reserve the right to modify these General Terms from time to time. The modification shall enter into effect as of the date of its publishing on the Website, as of which date the Investor shall be deemed notified of the modification. The Investor grants his/its explicit consent that any such modification of the General Terms shall govern his/its Contractual Relations with Nexo as of the date of its entry into effect in accordance with the preceding sentence.

17.3. If, at any time, a provision of these General Terms is declared unlawful, invalid or unenforceable in any manner with respect to any applicable law, the lawfulness, validity and enforceability of the remaining provisions of the General Terms shall not be affected thereby. The Parties shall replace the unlawful, invalid or unenforceable provision with a provision that is as consistent with the original content as possible.

17.4. No fees and/or commissions shall be charged by Nexo with regard to the Contractual Relations. Nexo shall not be liable for the charging or payment of any fees and commissions charged by third parties with regard to the Contractual Relations.

17.5. The Investor shall be subject to the tax regulation of the relevant law applicable thereto and shall be fully responsible for declaring and paying the tax due for any income received from the Contractual Relations.

17.6. The Contractual Relations shall be governed exclusively by the substantive law of Nexo’s jurisdiction.

17.7. Any dispute arising out of or in connection with the Contractual Relations or these General Terms, unless amicably settled between the Parties, shall be referred to the competent court or other dispute resolution authority according to the procedural law of Nexo’s jurisdiction. The Parties agree that any dispute resolution proceeding subject to the applicable law under the preceding sentence shall be conducted only on an individual basis and not in a class, consolidated or representative action, unless the Parties agree otherwise. The competent court or other dispute resolution authority cannot consolidate or join more than one claim and cannot otherwise preside over any form of a consolidated, representative, or class proceeding. The competent court or other dispute resolution authority may award relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief necessitated by that Party’s individual claim(s). Any relief awarded cannot affect other Investors or Nexo’s customers.