XPR Decentralized Exchange (DEX) SERVICE - METAL X

In addition to the Services described in the WebAuth.com Terms of Services and  Metallicus, Inc. Terms of Service, the following XPR Decentralized Exchange (DEX) service (“Metal X”) may be made available by Metallicus to you. Metal X includes smart contracts (Order Book + matching engine) and APIs to fetch Metal X data, including trading Digital Assets and exchanging one Digital Asset for another.  The Digital Assets available on Metal X for trading and exchanging are not deemed to be Securities  Metal X supports the following 4 types of Orders: Market Orders, Limit Orders, Stop Orders, and Take Profit Orders. The terms of this Appendix 1 apply to your use of Metal X and supplement the other applicable provisions of the WebAuth.com Terms of Services and  Metallicus, Inc. Terms of Service. If you do not use Metal X, then this Appendix 1 (“Appendix”) does not apply to you. Capitalized terms used herein without definition have the meaning assigned to them in the Metallicus, Inc. Terms of Service.

Service

1. Access to Metal X. You can access Metal X and its services by connecting your wallet that’s compatible with XPR Network.  Residents in OFAC Prohibited Territories, Russia, Ukraine, New York NY U.S.A, and any other territories or states within the United States where digital asset ownership, trading or similar activities are restricted,  may not use or access Metal X.  This Appendix applies to you if you access Metal X.   Some parts of Metal X may be offered as open source software, but the offering of the open source software components is not within the scope of Metal X services in this Terms of Services. 

2. Order Books. Metal X offers an order book for various Digital Assets (each an “Order Book”). Your Metal X Account will display which Order Books are available to you. Metallicus retains the right, in its sole discretion, to list or delist any Digital Asset on Metal X.

3. Trading Fees. By placing an Order on Metal X, you agree to pay all applicable fees and you authorize Metallicus to automatically deduct fees directly from your Metal X Account. Trading fees can be affected by one or all of the following: (a) tiers for trading fees based on 30-day volume, (b) fee discount for staking XPR through WebAuth.com, and (c) fee discount for referral Rewards Program. Please refer to the trading fees and Metal X discount amounts as published here.   Metallicus reserves the right, in its sole discretion, to change the trading fees, revoke your referral status, or change fees for individual users at any time during your use of Metal X. 

4. XPR wallet. Metal X may provide you access to the XPR wallet, “WebAuth” in addition to other third-party wallets. “WebAuth” is  the XPR digital wallet services for Digital Assets offered by third parties, whose service is governed by the WebAuth.com’s  Terms and Conditions. Use of any other third-party wallet on Metal X will be governed by the applicable terms of service for such third-party wallet. 

5. Not Deposits or FDIC Insured.  WebAuth wallet and Digital Assets are not deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or otherwise guaranteed or backed by any government agency.  Use of Metal X and purchasing Digital Assets involves risk and as such the value of your WebAuth Wallet  and/or Digital Assets in any wallet are subject to investment risks, including possible loss of principal invested.

Account Use and Restrictions

1. Metal X Account Use.  If you create or have an account with XPR Network, you can connect to Metal X and use its services.  By connecting your account in XPR Network, WebAuth.com wallet or any other wallet that is XPR Network compatible, Metal X will take the connected account or wallet as “Metal X Account.”   The Metal X services are available to you after the successful KYC process with your Metal X Account.  You may not sell, lease, furnish or otherwise permit or provide access to your Metal X Account to any other entity or to any individual. You understand and agree that you are responsible for any and all Orders, trades, and other instructions entered into Metal X including identifiers, permissions, passwords, and security codes associated with your Metal X Account. 

2. Suspension and Cancellation. We reserve the right to suspend Metal X services to you for any reason at any time without any notice.  If your Metal X Account is suspended or terminated by us, we will immediately cancel all open Orders associated with your Metal X Account, block all withdrawals, and bar the placing of further Orders until resolution or cancellation of your Metal X Account.

3. Errors or Unauthorized Transactions. If you believe your Metal X Account login information has been lost or stolen, or that an error or an unauthorized transaction has occurred, you should contact Metallicus Customer Service immediately by contacting us at https://help.xprnetwork.org/hc/en-us or in-app support chat available within https://app.metalx.com/dex/XPR_XMD. Metallicus will not be liable for unauthorized transactions. See the Webauth.com Terms of Services and  Metallicus, Inc. Terms of Service for more information regarding your liability for unauthorized transactions and errors.

Referral Rewards Program

1. Rewards Program. When you use  Metal X, you will automatically be enrolled in our Metal X referral rewards program (“Rewards Program”).  Both the referrer (you) and the referee (new account) will be eligible to win rewards under the Rewards Program. The referrer will be eligible to receive up to 25% of the referee’s trading fees. The referee’s trading fees will be reduced by 5%. In the referrer’s Metal X Account, the referrer can view all referees, each referee’s status, and the referrer’s cumulative rewards earned. Rewards will be paid in the traded currency and will be viewable in your Metal X Account. There is no limit to the number of referrals you can make. Referees can only earn rewards for up to 1 year after the referee first creates their Metal X Account. Each referee can only use one referral code.  The earned rewards are stored at your wallet that was used as Metal X Account.

2. Exceptions to Rewards Program. You will not be able to redeem any rewards you earned through the Rewards Program upon the commencement of any proceedings by or against you under any bankruptcy or insolvency law. We reserve the right to alter, change, and/or terminate the Rewards Program, at any time and for any reason, which may result in the cancellation of unredeemed rewards, upon written (including electronic) notice to you. In addition, we reserve the right to immediately disqualify you from the Rewards Program if you violate this Appendix, the WebAuth.com Terms of Services and  Metallicus, Inc. Terms of Service, or if you, in our determination, misuse the Rewards Program. Your rewards and your Account are personal to you and may not be sold, transferred or assigned to, or shared with, family, friends or others, or used by you for any commercial purpose.

Orders

1. Placing an Order. To place an Order on an Order Book, you must have an available balance of the relevant Digital Asset in your Metal X Account which is sufficient to cover the total value of the Order plus any applicable fees. “Order” means an instruction to buy or sell a specified quantity of the Digital Asset at a specified price. After you place an Order, the quantity of the relevant Digital Asset will become subject to a hold. You may have the ability to cancel an open Order at any time before it is executed.  If the Order is partially executed, only the remaining amount of the Order will be canceled.  No fees are charged for successfully canceled Orders.  

   1. Minimum order is one XMD or its equivalent value and there is no limit to the maximum order. 

   2. Order Protection that is designed to prevent trade-throughs, or trades executed at prices other than the best-quoted price, is not available to all trading services.  You can use Limit Order to ensure the best-quoted price.

   3. Trading fee is charged when the order is filled. 

2. Limit Orders. “Limit Order” means an Order to buy or sell a specified quantity of a Digital Asset at a specified price. A Limit Order will only execute at the specified price or a better price. 

3. Market Orders. “Market Order” means an Order to buy or sell a specified quantity of a Digital Asset at the current best available market price of existing Orders on the Order Book. There is no guarantee that a Market Order will execute at the price specified. A Market Order may execute at a number of different prices, based on the quantity of the Market Order and the quantities of the existing Orders on the Order Book at the time you place the Order. Depending on the volume and prices of Orders on the Order Book when a Market Order is posted, the Market Order may execute at a price less favorable than the most recent trade price. A valid Market Order will be immediately posted to the Order Book. 

4. Stop Orders. “Stop Order” means an instruction to post an Order to buy or sell a specified quantity of a Digital Asset but only if and when the last trade price on the Order Book equals or surpasses the Stop Price. “Stop Price” means the price specified in the Stop Order. Once a Stop Order has been placed, it is considered ‘active’ until it executes by posting the relevant Order when the Stop Price is triggered. A Stop Order is not posted to the Order Book and is not visible to other traders, but any executed Order is posted and visible. 

5. Take Profit Order. “Take Profit Order” means an Order to sell a specified quantity of a Digital Asset once it reaches a certain level of profit. Selling at this price ensures that the trader will make a profit on the trade.

Market Integrity

1. Trading. All trades are final. All executions are final and will not be reversed.  If Metallicus is compelled to reverse the trades by any applicable law or regulation, Metallicus may provide commercially reasonable and technically feasible efforts to restore the impacted traders to the position they would have been in had the trades not occurred. 

2. Orders. Metallicus may cancel open Orders for any reason, in our sole discretion, including, but not limited to, in the following circumstances:

   1. Orders placed by traders who have engaged in abusive use of Metal X;

   2. Orders which under the circumstances involve an error with respect to price, quantity, or other parameters;

   3. If required by any applicable law or regulation; or

   4. If required for technical reasons.

Metallicus reserves the right, in its sole discretion, to cancel the Orders and bar the users from Metal X services for any reason at any time without any notice.

3. Market Integrity. Metallicus has the authority to take any action deemed appropriate to preserve market integrity. Such actions include, but are not limited to, the halting of trading, modifying risk-mitigating parameters, restricting trader access, restricting Order types, canceling Orders, or any other actions deemed to be in the best interest of Metallicus and/or Metal X.

4. Service Disruption. If technical reasons prevent or degrade your ability to place or cancel Orders, or prevent or degrade access to Metallicus APIs or affect the operation of Metal X, then Metallicus may, in its sole discretion, take one or more of the following actions in respect of one or more Order Books:

   1. Temporarily disable depositing or withdrawing Digital Assets;

   2. Cancel open Orders;

   3. Disable the ability to place new Orders; or

   4. Disable access to Metal X.

Self-trade Prohibited

You should not place an Order which would result in you acting on both sides of the trade. If two Orders of the same quantity would result in self-execution, both Orders shall be canceled. If two Orders of different quantities would result in self-execution, the smaller Order shall be canceled and the larger Order shall be decreased by an amount equivalent to the smaller quantity. The remainder of the larger Order could remain open.  

Market Manipulation Prohibited

Market Manipulation of any kind is strictly prohibited. “Market Manipulation” means actions taken by you or a person acting in concert with a trader which are intended to:

1. Deceive, mislead, or improperly take advantage of other traders or Metallicus;

2. Artificially control or manipulate the price or trading volume of a Digital Asset; or

3. Aid, abet, enable, finance, support, or endorse either of the above. 

Market Manipulation specifically includes, without limitation: front-running, wash trading, spoofing, layering, churning, and quote stuffing.

Access to Information

You and all traders on Metal X have full and equal real-time access to Market Data through use of Metal X. “Market Data” includes the following:

1. All Limit Orders placed on the Order Book (price, quantity, and time);

2. All canceled Orders on the Order Book (price, quantity, and time); and

3. All executions (price, quantity, and time).

Market Data does not include Stop Orders that have been placed but not triggered and any information about which trader placed or canceled an Order. 

No Investment Advice: 

For the avoidance of doubt, Metallicus does not provide investment, tax, or legal advice, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. The information provided on the Metallicus websites, Services, or Apps, does not constitute investment advice, financial advice, trading advice, or any other sort of advice, and you should not treat any of our content as such. Metallicus does not recommend that any Digital Asset should be bought, earned, sold, or held by you. Metallicus will not be held responsible for the decisions you make to buy, sell, or hold Digital Assets based on any information provided by Metallicus.