1.1 In order to create a GCX LTD Account, You must:

1.2 By applying to create your GCX LTD Account, you represent and warrant that You:

1.3 You acknowledge and agree that GCX LTD uses third party vendors and hosting partners to provide the Website and its services.

2.1 We operate several types of account that have different functionalities. In relation to our available accounts:

3.1 Upon our acceptance of your application to register for your Account:

4.1 In order to access your Account, you must use your Username and Password, which are established by you and may be changed at any time by you. We may track the IP address you use to access your Account. If we cannot validate the IP address, we may not grant you access to your Account. In consideration for allowing you to hold, buy, and sell Digital Currency, National Currency, and Metal through your GCX LTD Account, we will create your Account and provide you with access to the Customer-only area of the Website.

4.2 You authorise us to act upon instructions given by you through your Account, and via email and telephone. You acknowledge and agree that (and it is a condition of our acceptance of your GCX LTD Account that) we are, in respect of any instruction received from a person using a combination of your Username and Password entitled to assume that the person is you. You acknowledge and agree that you will be liable for any and all purchases and sales made under your Account, even if such sale or purchase is made by a person not actually or ostensibly authorised by you.

4.3 You must not allow access to your Email Address or disclose or allow access to your Password or your 2factor authentication key for your Account to anyone else. You will keep your Password strictly private and confidential and do everything in your power to ensure it remains so including not reusing the password on other sites.

4.4 You must promptly inform us of any changes to your contact details and other information provided to us, including, but not limited to, your name, postal address, Email Address and telephone number(s). We may periodically contact you to validate information. If you do not respond, your Account may be locked until we can verify your current information.

5.1 Subject to restrictions applicable (and depending always on your Account type), upon establishing your Account, you will have the ability to where your account permits you to:

5.2 All services or transactions that you are allowed to undertake via your Account, including any fees or charges for services due to us or any third party provider or supplier in relation to the services or transactions, will be recorded on your Account.

5.3 It is a condition of us allowing you to operate your Account that you will:

6.1 By creating your Account, you acknowledge and agree that you will be bound by the terms of this Agreement, as amended from time to time, in relation to your Account from the time at which your Account is opened. This Agreement, as amended from time to time, will remain in effect and will bind you and us until such time as your Account is closed.

7.1 We may in our entire discretion terminate this Agreement by notice delivered to your Email Address with immediate effect for any reason whatsoever, including, but not limited to, any breach of this Agreement by You. Where we decide for fraud reasons that we must immediately terminate our agreement with you, you agree to us executing orders on your account in order to bring the outstanding balance to nil for digital currency, metal and national currency. You agree to any price fluctuations during this. You agree to a 20% charge across your account balance to compensate GCX for the additional adminstrative effort required in order to execute this on your behalf. You agree to hold GCX harmless and not liable for any losses. You agree to pay GCX any accrued commissions both from executing the orders yourself previous to account termination and commissions accrued during the process of closing your account. The difference between your fiat balance and any fees and sums owned by you to GCX will be paid to your nominated bank account.

7.2 You or we may close your Account(s) and terminate this Agreement at any time by providing notice in accordance with clause 34. By closing your Account(s), this Agreement (subject to clauses 7.5 and 7.8) will automatically terminate.

7.3 Upon closure of your Account, you can sell the balance of Digital Currency in your Account, in accordance with clause 13 and any Account type restrictions, through GCX LTD, subject to any outstanding amount(s) due from you to us under this Agreement (including any applicable fees or charges).

7.4 Upon closure of your Account, you or we can sell the balance of Metal in your Account at the best available price at that point in time on the GCX orderbook, take delivery in trust on your behalf of the Metal, or you may transfer the Metal elsewhere, subject to any outstanding amount(s) due from you to us under this Agreement (including any applicable fees or charges).

7.5 From the point of closure of your Account and termination of this Agreement in accordance with this clause 7, your Account will be locked in accordance with and until expiry of the applicable Withdrawal Wait Time Limit.

7.6 Upon closure of your Account for any reason, we will no longer store your Digital Currency or Metal on your behalf. Prior to closure of your Account and termination of the Agreement, you must ensure your Account shows a nil balance in respect of National Currency, Digital Currency, and Metal.

7.7 Any accrued rights, remedies, obligations and liabilities of the parties as at termination will not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

7.8 Any clauses of this Agreement which expressly, or by implication, have effect after termination will continue in full force and effect.

8.1 Without prejudice to any rights to terminate this Agreement, we may, at our sole discretion, lock your Account and/or terminate this Agreement in the event of any failure or suspected failure by you to comply with the Agreement, any policies, laws, regulations, industry standards and guidelines, including failure to comply with any requests that we make under the Agreement, including particularly the Customer Acceptance Policy at any time for relevant information and/or documentation. We may also lock your account for your protection should we detect repeated failed attempts to log on using your credentials.

8.2 Locking your Account(s) will prevent you from accessing your Account(s), making payments (including Digital Currency payments), adding or removing National Currency, and purchasing, selling or otherwise dealing with Digital Currency, National Currency, or Metal.

8.3 Subject to all applicable laws and regulations, we will notify you of the locking and unlocking of your Account as soon as is reasonably practicable.

9.1 In accordance with clause 4.2, you are responsible for any dealings within your Account.

9.2 You are responsible for keeping your security details, including, but not limited to, access to your Email Account, your username, your Password and your 2fa secret key, confidential.

9.3 If there has been any unauthorised use of your Account(s), you must immediately notify us. We are not responsible for any losses to you or your Account(s) which are a result of stolen or hacked Email Addresses, Usernames, Passwords and 2fa secret keys, or any other security details we may introduce from time to time.

GCX takes all reasonable industry best practices to safeguard your account from unauthorised access however even such industry best practices are sometimes not effective when a clients PC is infected with malware or other such malfeasance. GCX urges its customers to use up to date anti virus from reputable vendors on both their PC's and smartphone devices and to exercise due care when downloading software on the internet or replying / clicking links in emails purporting to be from GCX. GCX will never ask you for your password.

9.4 In the event that you lose or forget your Password or Secret Phrase, a new Password or Secret Phrase may be requested by contacting the GCX LTD Customer Care Team and following the procedure advised. We reserve the right to charge a service fee to your Account for issuing a new Password or Secret Phrase in accordance with our Fees Schedule.

10.1 You acknowledge and agree that the primary method of accessing your Account, giving instructions to us, and communicating with us is through the Internet. You confirm that you have regular access to the Internet and consent to us providing you with information, including (without limitation) information about amendments to these Terms or any other part of this Agreement, including but not limited to our Fees Schedule, our Customer Acceptance Policy, our Privacy & Cookies Policy, our Website Disclaimer, or Risk Disclosure Notice by posting such information on the GCX LTD Website (or such other website as we may from time to time notify to you).

10.2 You acknowledge and agree that the Internet and email transmissions are neither secure nor reliable forms of communication. You accept the associated risks, including risks of delays, network overloads, and transmission errors and that messages may be intercepted, read, or modified by third parties.

10.3 You will be responsible for all telephone, cable, line and/or Internet service provider, or similar, charges incurred when using our services or accessing the GCX LTD Website and your Account, if any.

10.4 You agree to use only legally purchased software, to implement adequate and up-to-date anti-virus checking software and firewall protection, and to apply all security related software updates on any computer, tablet, smartphone, or other Internet interface equipment that you may use to access your Account.

10.5 You will be responsible for protecting the confidentiality of your Password and Secret Phrase and will change your Password and/or Secret Phrase as soon as is possible, should the confidentiality of your Password and/or Secret Phrase become compromised in any way.

10.6 In the event of a failure of the internet for whatever reason which prevents access from the region or country in which you are resident, we will undertake on an all commercially reasonable efforts basis to operate your Account by alternative methods including telephone, facsimile or post. You agree to provide verification of your identity as requested by us before we can act on any instructions.

10.7 We warrant that we will provide the Website and fulfill our obligations under this Agreement with reasonable skill and care.

10.8 While we will endeavor to ensure that the Website is normally available 24 hours a day, we cannot promise that the Website will be free from errors or omissions, nor that it will be available uninterrupted and in full operating condition at all times. The Website may be suspended temporarily and without notice in the case of system failure, maintenance, or repair, or for reasons reasonably beyond our control.

10.9 Notwithstanding the above, any third party products, services, and/or software provided by GCX LTD to you in relation to this Agreement are provided "as is" without any warranty of any kind, either express or implied, subject to where a manufacturer or supplier's warranty exists, products will be covered by such warranty exclusively. For the avoidance of doubt, this does not apply to GCX Metal. GCX Metal is certified LBMA approved Metal that meets the definitions of 'chain of integrity' and has been supplied by LBMA approved refiners.

10.10 Except as expressly and specifically provided in this Agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

11.1 You may acquire Digital Currency within your Account as follows:

11.2 You may acquire Metal within your Account as follows:

11.3 You may acquire National Currency within your Account as follows:

12.1 Where you have Digital Currency or National Currency in your GCX LTD Account, you may buy Metal:

12.2 In the purchase of Metal through GCX LTD as an agent or directly, you:

12.3 In the purchase of Metal, whether through GCX LTD as an agent or directly, you understand and agree that:

12.4 One your Request has been fulfilled in part or in full by another Customer's Request the Metal in accordance with your Request, will be credited to your Account, less any fees owed to GCX LTD or including any Rebate owed to you in accordance with clause 17.

14.1 It is within our sole discretion whether to provide a storage solution.

14.2 Provided that we offer you a storage solution, your Digital Currency will be securely stored using both online ("Hot Storage") and offline ("Cold Storage") methods. GCX LTD will, in its discretion, manage the quantities of digital currency of all GCX LTD customers held in the Hot and Cold storage facilities.

14.3 Storage of your Digital Currency will be in accordance with our Storage Policy, as modified from time to time.

14.4 GCX LTD has no proprietary interest in Digital Currency in storage, except where such claim arises from fees owing to us.

14.5 Your GCX LTD Account records the amount of Digital Currency you own. You acknowledge and agree that the value of your Digital Currency can rise or fall when measured against Metal and/or National Currency. You agree to assume any exchange rate risk.

15.1 Your GCX LTD Account records the amount of Metal you own. You acknowledge and agree that the value of your Metal can rise or fall when measured against National Currency and/or Digital Currency. You agree to assume any exchange rate risk.

15.2 The balance of your Account quantifies your interest in the bars of Metal stored at the Vault; If you own sufficient Metal, you may register a specific Gold bar within your own name and create an allocated sub-account. Otherwise, all Gold you own is a fractional representation of a fully allocated Gold bar stored with GCX's Gold Vault operator. GCX can provide you with visibility of 'how much' of the total Gold bar you own and which Gold bar in particular your fractional reprsentation corresponds to along with its specific serial number. GCX will never operate a fractional reserve based on your Metal or any Metal stored in the vault.

15.3 You hereby authorise us to arrange for the storage, transportation, and insurance of your Metal, as may be necessary in the circumstances. This authority shall be deemed to include an authority to enter into contracts on your behalf as your agent in respect of the storage, transportation or insurance of your Metal but shall not be construed as an obligation to enter into any such contracts on your behalf. Storage of your Metal will be in accordance with our Storage Policy, as modified from time to time.

15.4 GCX LTD has no proprietary interest in Metal in storage, except where such Metal is owned by GCX itself either in whole or a fractional representation thereof or claim arises from fees owing to us and/or the Vault.

16.1 You may, by providing GCX LTD with delivery instructions, which instructions must be in the form prescribed from time to time by GCX LTD and the Vault, at any time request GCX LTD to arrange for physical delivery to you from the Vault of any Registered Bars you hold.

16.2 Delivery fees are described in the Fees Schedule on the GCX LTD Website and include fees that may be charged by the Vault and by any other person for acting on the delivery instructions. These fees are your responsibility and GCX LTD shall not be liable for any fees incurred in the delivery or transportation of your Metal. In addition, you shall bear all additional costs associated with delivery, including any cost relating to (re)fabrication of bars if you choose delivery in bars of a smaller size than those Registered Bars available to you through GCX LTD.

16.3 Where you choose for your Registered Bars to be delivered to you from the Vault, you agree to fully indemnify us for any losses or damage which may occur between your Metal being picked up by the shipping agent from the Vault and delivery to you at your selected delivery location. This agreement constitutes your agreement to indemnify us to this effect. For the avoidance of doubt, the Metal remains fully insured by our Vault operator while in storage, during transit and until you safely receive delivery. This insurance is offered by the Vault operator themselves and if there were ever a claim, GCX LTD would take all reasonable steps to best assist your discussions with the Vault Operator and their contracted shipping agent, however GCX LTD would remain indemnified throughout.

16.4 At all times withdrawals of physical metal are subject to minimum withdrawal amounts which at this moment in time are 100g cast 999.9 gold bars.

16.5 Withdrawals can only be in multiples of 100g cast 999.9 gold bars. If a client's balance is less than this, no physical redemption is possible. If a client has a credit balance that after withdrawing 100g or multiples of 100g bars leaves a balance that is not physically redeemable as it is not 100g which is the minimum, this balance can either be sold on the exchange and redeemed as fiat OR an additional quantity of Gold bought on the exchange so as to make up the minimum 100g physical balance and then redeemed OR left on the exchange wallet in custody

17.1 We will charge fees in respect of certain services provided to you under this Agreement as specified in the Fees Schedule available on the GCX LTD Website, including (without limitation) the following:

17.2 You are liable for all fees properly and reasonably incurred in connection with the services or activities we provide to, or engage in, with you, in connection with this Agreement, including (without limitation) any third party fees and charges and any and all other liabilities, costs and expenses incurred by us in connection with the provision of our services under this Agreement (including, without limitation, legal fees on a full indemnity basis and all taxes and other duties arising in connection with any fees, charges, costs or expenses incurred in or incidental to or in contemplation of the enforcement or protection of any of our rights under this Agreement).

17.3 You are liable for any fees or charges that are or may be applied by your bank in respect of payments into your GCX LTD Account or payments from your GCX LTD Account into your Bank Account.

17.4 Any increase of our fees is subject to five working (5) days' notice to you by publication on the GCX LTD Website before taking effect.

17.5 We offer different types of accounts, which may incur different levels of fees. We will state the applicable fees for each type of account in the Fees Schedule, the then current version of which is available on the GCX LTD Website. For further information on fees, please see our Fees Schedule at www.gcx.io/fees.php.

17.6 All amounts (including, without limitation, all fees and charges) payable by you will be due on demand without set-off, counterclaim or deduction, which will be inclusive of sales tax.

17.7 Unless otherwise agreed by us in writing, all payments due from you to us under this Agreement will be made by you in cleared National Currency funds, Digital Currency Payment, or Metal. Where we collect any amounts due to us by Metal, Digital Currency or National Currency payment, the corresponding deduction in your GCX LTD Account will be recorded as a debit transaction.

17.8 We reserve the right to collect any amounts due from you to us under this Agreement by Metal, National Currency or Digital Currency payment. You hereby irrevocably authorise us during this Agreement to deduct from your Account any amounts in respect of fees or charges that you may incur by using our services and all other fees, charges, costs and expenses that we may incur in connection with the services we provide to You.

17.9 You acknowledge and agree that we may, at our sole discretion and without notice to you, appropriate the whole or any part of your GCX LTD Account or sell or convert any such Digital Currency or Metal into National Currency and use the Digital Currency or Metal so appropriated or the proceeds of that sale or conversion to set-off any of your liabilities or obligations to us whether in respect of fees and charges or any other monies due to us under this Agreement. Where you do not have enough National Currency or Digital Currency funds available in your GCX LTD Account to pay Metal storage fees, GCX LTD reserves the right to liquidate your Metal up to the nearest unit in order to pay your storage fees.

17.10 Our fees will be inclusive of sales tax where applicable, unless stated otherwise.

18.1 Nothing in this Agreement excludes or limits either party's liability for death, personal injury, fraud or fraudulent misrepresentation.

18.2 It is your responsibility to regularly monitor activity in your GCX LTD Account. If you believe that any item reported in your Account is incorrect, or that any unauthorised or fraudulent activity has taken place, you must contact us immediately. We will make commercially reasonable efforts to restore your Account to the position it was in prior to the said activity, but you acknowledge and agree that if you notify us more than one (1) business day after the said activity occurred, our ability to restore your Account may be limited. Subject to the paragraphs below, we will not be liable for any loss or damage you may incur or suffer as a result of such error, unauthorized, or fraudulent activity.

18.3 You will not be held responsible for any unauthorised or fraudulent payments or withdrawals arising from any loss or damage caused by fraudulent or wilful acts committed by us.

18.4 We will under no circumstances be liable to you for:

18.5 We will not be in breach of this Agreement or otherwise liable to you for any loss suffered or incurred as a result of any delay in performance or any non-performance of any obligations under this Agreement (and, where relevant, the time for performance will be extended accordingly) if and to the extent that the delay or non-performance is owing to:

18.6 In the event that a Force Majeure occurs, we will use our reasonable endeavours to mitigate the effect of the Force Majeure and to carry out our obligations under this Agreement in any other way that is reasonably practicable. We will, as soon as reasonably practicable, notify you of the nature and extent of the circumstances giving rise to Force Majeure.

18.7 Subject to clauses 4.2, 18.1, 18.4, and 18.5, the entire financial liability of GCX LTD to you in respect of this Agreement will not exceed 105% of the total amount of National Currency, Digital Currency, or Metal fees paid or payable by you to GCX LTD pursuant to this Agreement in the calendar year that the claim or series of claims arose.

18.8 You acknowledge and agree that these limitations of GCX LTD's liability are fair and reasonable given the nature of GCX LTD's business and the Digital Currency and precious metals markets.

19.1 You irrevocably and unconditionally agree to indemnify and hold harmless and keep us and our directors, officers, employees and agents indemnified against any and all losses, claims, damages, costs, or expenses, or any other liability whatsoever (including, without limitation, legal fees on a full indemnity basis and all taxes and other duties payable in connection therewith) which may be suffered:

19.2 If we need to call upon such indemnity we will:

19.3 This clause will continue notwithstanding the termination of this Agreement or closure of your Account.

20.1 We won't be held liable for any delays or failure in performance of any part of the Service, from any circumstance, act or event beyond our reasonable control. This includes, but is not limited to, lock-outs, strikes, or other industrial disputes, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fire, earthquakes, nuclear accidents, floods, strikes, volcanic action, unusually severe weather conditions, breakdown, failure, interruption or malfunction of telecommunications or computer services including the internet) or facilities or systems and interruption or failure of utility service, including but not limited to electric power, gas, or water, acts of hackers or third-party internet service providers, volatile market conditions, inability to communicate with brokers or market makers for whatever reason, or late or mistaken delivery or payment by any bank or counterparty or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law ("Force Majeure").

21.1 The terms contained in GCX LTD's Risk Disclosure Notice form part of the Agreement.

22.1 The Website includes content owned or controlled by GCX LTD and content owned or controlled by third parties and licensed to GCX LTD. You acknowledge and agree that any and all of the intellectual property rights including, but not limited to, registered and unregistered trademarks, registered and unregistered design rights, service marks, trade names, copyright and other rights used or embodied within the GCX LTD Website ("Intellectual Property Rights") are and will remain the our sole property of GCX LTD and its licensors (as appropriate). You acknowledge and agree that, except as expressly stated in the Agreement, you have no ownership rights in and to any of the Intellectual Property Rights.

22.2 All information and material we supply to you, excluding your Account balances and other information specific to your Account, forms part of our confidential and proprietary information except for any such information or material in the public domain through no fault of yours or strictly to the extent that such disclosure is required by law. You may not reproduce, copy or disclose such confidential and proprietary information without our prior written consent.

22.3 We hereby grant you, with effect from the date your Account is first accessed by you, a non-exclusive, revocable, non-transferable, personal licence to connect to and use the software within the Website in object code form for the duration of this Agreement solely for you to buy and sell Metal, pursuant to clauses 11-13, in accordance with the terms of this Agreement.

22.4 You warrant, represent, and undertake that you will not, nor will you attempt to, tamper with, modify, reverse engineer, gain unauthorised access to, republish, distribute, duplicate, create derivative works from, dissemble, decompile, translate or in any way alter any of our software or the GCX LTD Website and you will use the Website solely to buy, sell, transfer, and hold your Digital Currency, National Currency (where offered by GCX LTD), and Metal. You understand and accept that we will close your Account immediately, and may take legal action against you if you breach, or we reasonably suspect that you may have breached, this warranty.

22.5 You will (and acknowledge and agree that you will) use the Intellectual Property Rights on a temporary basis, only for your own personal use if you are an individual or for internal business purposes if you are a commercial organisation.

22.6 If you wish to use any GCX LTD trademarks, logos, service marks, slogans, screen shots, copyrighted designs, publications, quotes, other brand features or other Intellectual Property Rights, please submit your request, including your company name and full details of your intended use, to GCX LTD Customer Care. The foregoing shall not be used without the prior written consent of a duly authorised GCX LTD officer or employee.

23.1 If you fail to access your account for a period of 3 years, your account will be deemed to be dormant. We will make such reasonable efforts as we in our absolute discretion consider appropriate to locate you.

23.2 If, following such reasonable efforts, we are unable to locate you, we will presume that you are deceased, bankrupt, and/or dissolved (or equivalent) and we will seek to contact such next of kin, successor or alternative contact person or entity as has been notified by you to Us, if any.

23.3 If we are unable to contact you or any next of kin or successor or alternative contact person who has been previously notified to us by you, your Account will be deemed to be abandoned and closed. Any National Currency, Digital Currency, or Metal that you own (as determined by the balance of your Account) will be transferred and held by us for any applicable statutory retention period before being forfeited and transferred to us. We may levy such fee or charge as we may consider reasonable in respect of actions taken to locate you, your next of kin, successor or equivalent.

23.4 We reserve the right to close any Account with a zero balance, which you have not accessed for a period of 6 months or more, without notice.

24.1 If any resolution is passed or order is made by a court or other competent authority for the dissolution, receivership, winding-up or liquidation of GCX LTD, or any declaration is made (together, a "Liquidation Event"), any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, or similar officer who is appointed in respect of the affairs of GCX LTD (the "Appointed Person") will, subject always to applicable law, make such reasonable efforts as the Appointed Person may consider appropriate, using such information as the Appointed Person may hold, to locate You.

24.2 If, having made such reasonable efforts, the Appointed Person is unable to locate you or your next of kin or successor, the Appointed Person may after the expiry of (1) year commencing with the date of the Liquidation Event, deem your Account abandoned and your Account will be closed with all and any Digital Currency, National Currency, or Metal comprising your Account being forfeited.

25.1 We may use and disclose your information only according to our Privacy & Cookies Policy at https://www.gcx.io/privacy.php and these Terms. Our Privacy & Cookies Policy, as updated from time to time, will be treated as part of these Terms.

26.1 You will be under an obligation to pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and you will not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding or disputing payment of any such amount in whole or in part.

26.2 We may, without limiting our other rights or remedies, set off any amount owing to us (or to any of our affiliates) by you against any amount payable by us (or our affiliates) to You.

27.1 Without us limiting any of our rights or remedies, if you fail to make any payment due to us under this Agreement by the due date for payment, we have the right to charge interest on the overdue amount at the rate of three percent (3%) per annum above the then current Bank of England base rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.

28.1 These Terms, our Privacy & Cookies Policy, and all other documents expressly stated by us to form part of this Agreement, constitute the whole and only agreement between you and us relating to the subject matter of the Agreement, and supersedes all prior agreements, representations, statements, or understandings which are not repeated in this Agreement.

28.2 This Agreement applies to the exclusion of any other terms that you may seek to impose on or incorporate into our dealings, or which are implied by trade, custom, practice, or course of dealing.

29.1 We have the right to add to, alter, vary, supplement or modify all or any parts of the Agreement at any time as we may consider necessary or desirable in order to reflect changes in the law or our internal policies, to meet regulatory requirements or to reflect new industry guidance and codes of practice.

29.2 We may vary or amend the terms or provisions (apart from fees for which 5 days' notice will be provided in accordance with clause 174) of this Agreement by publishing at any time any such variation or amendment on the GCX LTD Website.

29.3 You will be deemed to have agreed to any variation or amendment of the terms or provisions of this Agreement if you continue to use our services after the date of posting such variation or amendment on the GCX LTD Website. If you do not wish to be bound by any variation or amendment notified to you, you may close your Account and terminate this Agreement in accordance with clause 7.

30.1 In the event any provision (or part of any provision) of this Agreement will for any reason be held by a court or any other competent authority to be invalid, illegal or unenforceable, that provision, to the extent required, will be edited or deemed deleted and the remaining provisions or part thereof will remain valid and enforceable.

30.2 The parties agree, in the circumstances referred to in clause 30.1, to attempt to substitute, for any invalid or unenforceable provision, a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

31.1 A person who is not a party to this Agreement will not have any rights under or in connection with it.

32.1 Except as otherwise expressly provided for in this Agreement, nothing in this Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between you and us, nor deem either party to be the agent of the other for any purpose. Neither party will have authority to act as agent for, or to bind, the other party in any way, except as expressly stated in this Agreement.

33.1 We may assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under this Agreement and may subcontract or delegate in any manner any or all of our obligations under this Agreement to any other individual or entity at our discretion.

33.2 You may not assign, transfer, charge, subcontract, or deal in any other manner with any of your rights or obligations under this Agreement.

34.1 Any notice to you will be effective when we send it to your Email Address you gave us or post it on the GCX LTD Website. Any notice to us will be effective when in writing and delivered to us at our registered office or any addresses as we may later post on the GCX LTD Website.

35.1 A waiver of any right under this Agreement is effective only if it is in writing and will not be deemed to be a waiver of any subsequent breach or default. No failure or delay by you or us in exercising any right or remedy under the Agreement or by law will constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

35.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

36.1 This Agreement is governed by, and construed in accordance with, the laws of England & Wales.

36.2 All disputes between the GCX LTD and the Customer arising out of or relating to this Agreement shall be referred by GCX LTD's Complaints Officer or the Customer to the other for resolution (both acting reasonably and in good faith in attempting to find such resolution).

36.3 If any dispute cannot be resolved pursuant to the provisions of clause 36.2 within ten (10) business days of referral, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR.

36.4 The mediation will start not later than fourteen (14) days after the date of notice being provided. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings.

36.5 Each party will, subject always to clauses 36.2-36.4, be subject to the non-exclusive jurisdiction of the English courts.

1.1 In the Agreement:

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.

2. The Agreement

2.1 In order to apply to become a Referrer, the applicant must have an active verified GCX LTD account, complete and submit the Registration Form.

2.2 If the applicant makes any input errors during the registration process, these may be identified and corrected by the applicant before the Registration Form is submitted by resubmitting the application.

2.3 The Agreement will come into force if and when the Merchant sends to the Referrer the Acceptance Email, following the submission of a completed Registration Form by the Referrer.

2.4 The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause 11.

3. Referral Programme

3.1 The Referrer following the Effective Date may include Links to the Merchant website on the Referrer's Website.

3.2 The Referrer will be granted access to download banners and logos for promotion.

4. Referrer obligations

4.1 The Referrer will provide the Merchant with:

4.2 The Referrer must not:

4.3 The Referrer will not take any action in connection with the Referral Programme which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of the Merchant and/or the Merchant Website.

5. Intellectual Property Rights

5.1 The Merchant grants to the Referrer during the Term a worldwide, non-exclusive, royalty-free licence to reproduce the Links electronically and to publish the Links on the Referrer's Website.

5.2 The Merchant does not warrant that the use of the Links by the Referrer will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Referrer.

6. Payments

6.1 In respect of each Verified Payment Trigger, the Merchant will make a Payment to the Referrer, subject always to the other terms of the Agreement.

6.2 The Merchant will account to the Referrer for all Payments due in respect of a calendar month before the end of the following calendar month.

6.3 If the Merchant is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Merchant will deduct such amounts from the Payments before paying them to the Referrer.

6.4 Payments to the Referrer will be made in Bitcoins to the Referrer's GCX LTD Account.

6.5 No Payments will be due in respect of:

6.6 Both before and after termination, the Merchant will be entitled to set off any amount owed to the Referrer against any amount the Referrer owes to the Merchant whether under the Agreement or otherwise, and against any loss or damage suffered by the Merchant whether in relation to the Agreement or otherwise arising out of the Referrer's acts or omissions.

7. Warranties

7.1 Each party warrants to the other party:

7.2 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause 9, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

8. Indemnity

The Referrer agrees to indemnify and hold harmless the Merchant, its subsidiaries and referrers, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (and or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that the Merchant's use of the referral trademark infringes or any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by the Referrer herein, or (iii) any claim related to the Referrer's website, including, without limitation, content not attributable to the Merchant .

9. Limitations and exclusions of liability

We will not be liable to you with respect to any subject matter of this Agreement under any contract, negligence, tort, or law, for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall the Merchant's cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other law, exceed the total commission fees paid to the Referrer under this Agreement.

10. Force Majeure Events

10.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure Event.

10.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

10.3 The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

11. Termination

11.1 Either party may terminate the Agreement immediately at any time by giving written notice to the other party.

11.2 The Merchant may terminate the Agreement immediately by cancelling the Referrer's account on the Merchant Website or by giving written notice to the Referrer if the Referrer:

12. Effects of termination

12.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 8, 9, 12 and 15.3.

12.2 If the Agreement is terminated by the Merchant under Clause 11.2 or in the circumstances described in Clause 11.2, the Merchant will not have any obligation to make any further Payments to the Referrer.

12.3 Subject to Clause 12.2:

13. Disclaimer

13.1 The Merchant makes no express or implied representations or warranties regarding the Merchant's service and Website or the products or services provided therein, any implied warranties of the Merchant's ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded.

13.2 We make no representation that the operation of our Website or HTML links will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions, errors, or failures.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective terms of this Agreement which is marked "Confidential", will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. General

15.1 Any notice given under the Agreement must be in writing (whether or not described as "written notice" in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent email, for the attention of the relevant person, and to the relevant address, email address specified on the Registration Form (in the case of the Referrer) or the Merchant Website (in the case of the Merchant) (or as notified by one party to the other in accordance with this Clause).

15.2 A notice will be deemed to have been received at the relevant time set out below:

15.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

15.4 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

15.5 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties. The Referrer will not make any statement on the Referrer's Website or otherwise which expressly or impliedly suggest that there is any such relationship between the parties.

15.6 The Agreement may be varied by the Merchant posting a new version of the Agreement on the Merchant Website. The Referrer's continued participation in the Referral Programme after receipt of such a notice will constitute the Referrer's acceptance of the varied Agreement.

15.7 The Referrer hereby agrees that the Merchant may freely assign any or all of its rights and obligations under the Agreement to any successor to all or substantial part of the business of the Merchant from time to time. The Referrer may not without the prior written consent of the Merchant assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any of its rights or obligations under the Agreement.

15.8 Save as provided for in Clause 8, the Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

15.9 The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement. Subject to Clause 9, each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

15.10 The Agreement will be governed by and construed in accordance with the laws of England and Wales.