8.1 Terms of service

Effective Date: August 1, 2025 • Last Updated: October 30, 2025

1. Introduction

Welcome to the GroveX and GRX Chain ecosystems. These Terms of Service (“Terms”) govern your access to and use of services, websites, and applications provided by GroveX Pty Ltd (“GroveX”) and GRXCHAIN Inc., a company incorporated in the British Virgin Islands (“GRXCHAIN”). By accessing or using any service, you agree to be bound by these Terms.

Disclosure: GRX (the “GRX Token”) is the official coin of GroveX and the native gas token of GRX Chain, which is owned and operated by GRXCHAIN Inc.

2. Definitions & Relationship of Entities

• Exchange Services (Centralised): Services offered by GroveX (e.g., account creation, onboarding, trading, deposits/withdrawals, and related support).

• Blockchain Services (Decentralised): Services offered by GRXCHAIN (e.g., GRX Chain core infrastructure, RPC endpoints, block explorers, developer portals/docs, status pages, and support).

• User/You: The individual or entity using the Services.

You acknowledge your use may involve two separate legal entities, and relevant sections apply to each entity’s Services.

3. Eligibility & Registration (Exchange)

To access GroveX Exchange Services, you must be 18+, have legal capacity, and complete KYC/AML checks as required by Australian law and GroveX policy. You are responsible for your credentials and all activity on your account. (Note: The public GRX Chain is permissionless; certain GRXCHAIN-operated web tools may offer optional accounts.)

3.1 Delegated Access & Authority (Exchange)

If you enable team or delegated access, you are responsible for actions taken by authorised users on your account. We may rely on instructions that reasonably appear to be from authorised users until you revoke access in writing and we have had reasonable time to act.

3.2 Deceased or Incapacitated Users (Exchange)

Upon verified notice of a user’s death or incapacity, we may freeze the account and act only on instructions from persons with proper legal authority (e.g., executor, guardian), subject to our verification processes and applicable law.

4. Electronic Communications & E-Signatures

By creating an account or using the Services, you consent to receive notices electronically (email, in-product messages, website postings). You agree that click-through acceptances constitute your electronic signature.

5. Official Channels & Impersonation

Only announcements from our verified domains and official socials are authoritative. We do not provide support via DMs. Beware of impersonation, phishing, and “airdrop” scams; you are responsible for verifying authenticity. Verified communications registry: Our official websites, support emails, and social handles are listed at [insert your official-urls page]. If a channel isn’t listed there, treat it as unauthorised.

6. Risk Disclosures

You understand and accept the following risks, which may result in partial or total loss:

• Market Risk (extreme volatility); Liquidity Risk; Technology/Smart Contract Risk (bugs, exploits).

• Regulatory/Policy Risk (law changes affecting legality, access, or taxation).

• Counterparty/Third-Party Risk (custodians, bridges, oracles, DEXs; fiat partners).

• Token-Specific (GRX): Changes to token economics, emissions, governance, validator policies, or network parameters may affect GRX utility or value.

• MEV / Reorg / Finality Risks on public chains.

• Validator/Staking Risks (if you participate): slashing, penalties, downtime, misconfiguration, variable returns.

• Stablecoins/Bridges/Oracles: Additional risks of de-pegs, insolvency, governance failure, or oracle errors.

• No Performance Promises: Descriptions of tokens (including GRX) are informational only; no promise is made regarding price, yield, emissions, distribution, or future performance. Forward-looking statements may change without notice.

7. User Responsibilities

• Compliance & Export Control: You will comply with all applicable laws, including export, re-export, and sanctions (AU, US, UK, EU, etc.).

• Sanctions & Prohibited Jurisdictions: You represent you are not on any sanctions list and not located in a prohibited jurisdiction. Access may be restricted where required by law.

• Prohibited Activities: You must not use stolen funds; evade sanctions; run malware, DDoS, or spam; engage in market manipulation (e.g., wash trading, spoofing, layering); use mixers to conceal proceeds of crime; infringe IP; scrape or bypass technical controls; or violate API/RPC rate limits.

• Private Keys: For non-custodial wallets, you alone are responsible for key/seed security. GroveX and GRXCHAIN cannot access or recover them.

• Source of Funds (Exchange) & Chargebacks: You confirm funds are not from illegal activity and will provide information reasonably requested for AML/KYC reviews. You authorise us and our payment partners to investigate and contest chargebacks; we may place holds, reverse transactions, or require additional verification.

• Re-verification: You agree to periodic KYC/AML re-verification and ongoing sanctions screening.

8. Fees, Payments, Promotions & Taxes

• Network Fees (GRX Chain): Transactions require gas paid in GRX; fees are dynamic and set by the network.

• Exchange Fees (GroveX): You agree to pay applicable fees (e.g., trading, deposits/withdrawals). GroveX may allow payment in GRX or offer GRX-based incentives/discounts; details appear in fee schedules or promo terms.

• Promotions/Referrals/Airdrops: Promotions, rebates, referrals, and airdrops are subject to posted terms, eligibility, and caps, and may be modified or terminated at any time. Fraud or abuse voids benefits.

• Program Changes (GRX): GRX programs (e.g., incentives, fee discounts, staking, validator rewards, emissions) may be modified, suspended, or terminated at any time.

• Taxes: You are solely responsible for any taxes related to your activity. Tax treatment disclaimer: Tax treatment of digital assets (including GRX, staking rewards, airdrops, forks) is uncertain and may vary by jurisdiction; you are responsible for determining and paying taxes.

9. No Financial, Investment, or Legal Advice

All content and Services are provided for information only and do not constitute financial, investment, legal, accounting, or tax advice. You are solely responsible for your decisions.

10. Listings, Markets, Fiat Partners & Conflicts (Exchange)

• Listings/Info: Listings, tickers, prices, and descriptions may be inaccurate, delayed, or incomplete. GroveX does not endorse any asset and may list or delist at its discretion without notice.

• Accuracy; Reliance on Data: Prices, network data, and status indicators may be delayed or sourced from third parties. Do not place undue reliance on displayed data when making time-sensitive decisions.

• Order Handling: Orders may be matched internally or via third-party liquidity. We or our affiliates may participate in markets (including making/taking liquidity) and may hold positions in listed assets, including GRX. We implement controls to manage conflicts of interest.

• Fiat Partners: FIAT on/off-ramps may be provided by third parties under their own terms and risk controls. We are not responsible for their performance, chargebacks, or settlement timelines.

• Market Surveillance & Fraud Controls: We may implement market-surveillance and fraud-detection controls (including pattern analysis and velocity checks) and may delay, cancel, or reverse activity where we reasonably suspect manipulation, abuse, or error.

• Delisting / Asset Events: We may suspend, restrict, or delist any asset at any time. Where practicable, we’ll provide a withdrawal window. If a network halt/fork/upgrade prevents withdrawals, we may delay or be unable to process them until network conditions allow.

• Dormant Accounts: Accounts with no user-initiated activity for 12 months may be deemed dormant. We may restrict features and charge reasonable administrative fees where permitted by law and comply with any applicable unclaimed-money obligations.

11. GRX Chain Protocol, Upgrades, Forks & Distributions (Blockchain)

GRX Chain may undergo upgrades, parameter changes, or forks (including community-driven). These may affect balances, utility, or finality. GRXCHAIN does not control decentralised consensus and has no obligation to support any particular fork or airdrop/distribution. In a fork, GRXCHAIN may determine which fork to support operationally (if any) at its discretion.

11.1 Node Operators & Third-Party Infrastructure

Independent node operators, validators, indexers, explorers, and RPC providers are third parties. GRXCHAIN does not control their operations and is not responsible for their availability, performance, or accuracy.

12. Custody, Segregation & Insurance

• GRXCHAIN: does not provide asset custody.

• GroveX: any custody arrangements are described in separate disclosures. Where third-party custodians are used, your assets may be subject to counterparty and operational risks. No insurance is provided unless expressly stated in writing.

12.1 Insolvency / Regulatory Actions (Exchange)

If GroveX or a custodian is subject to insolvency, administration, receivership, or regulatory direction, we may suspend deposits, withdrawals, and trading. Customer claims will be handled in accordance with applicable law and any court or regulatory orders.

13. Security; Vulnerability Disclosure; Beta/Experimental Features

• Security: Do not attempt to exploit, attack, or disrupt Services. If you discover a security issue, promptly notify [email protected] and do not publicly disclose before remediation. Any bug bounty is subject to the posted terms.

• Beta/Experimental: Beta features may be unstable, changed, or withdrawn at any time and are provided without warranties.

14. APIs, RPCs, Developers, Attribution & Open Source

• API/RPC/Explorer Licence: We grant a limited, revocable, non-exclusive licence to use our APIs/RPCs subject to fair use and posted limits. We may throttle, revoke, or modify access (including keys) to preserve stability or address abuse.

• Accuracy; Reliance on Data (Developers): API/RPC responses may be delayed, cached, or sourced from third parties. You must implement appropriate validations and not rely on a single endpoint for critical decisions.

• Attribution & Branding: You must not use our names, logos, or trade dress without written permission. If your product displays data from our APIs/RPCs, you must include appropriate attribution and must not imply sponsorship or endorsement.

• Open-Source Licences: Certain software is provided under separate open-source licences. Where a licence conflicts with these Terms, that licence governs your use of that software.

15. Content Moderation & Takedown

We may remove or restrict content (including marketplace listings, comments, or developer posts) that we reasonably believe is unlawful, infringing, deceptive, or harmful.

16. IP Infringement Notice (AU-centric)

If you believe content accessible via our Services infringes your rights, email [email protected] with: (a) identification of the work/right claimed; (b) the material’s location (URL/screenshot); (c) your contact details; and (d) a good-faith statement that the use is unauthorised. We may remove or disable access pending review.

17. Privacy, Cookies, Data Portability & Accessibility

• Privacy/Cookies: Your use of Services is subject to the applicable Privacy Policy (including GRXCHAIN Inc. Privacy Policy) and any Cookie/Tracking Notice, which describes how data is collected and used.

• Data Portability (off-chain): Where applicable law provides, you may request a machine-readable export of certain off-chain personal data we hold about you.

• KYC Retention: We retain KYC/AML records for the period required by law and then delete or anonymise them, unless a longer period is required due to investigations, litigation, or regulatory requests.

• Accessibility: We aim to make our web properties accessible. Contact [email protected] for assistance or accessibility feedback.

18. Disclaimers; No SLA; Force Majeure

Services (exchange interfaces, RPCs, explorers, developer tools) are provided “as is” and “as available,” without warranties of any kind, express or implied. No uptime or performance SLA is provided unless agreed in writing. Neither party is liable for delays or failures due to events beyond reasonable control (e.g., internet/NTP outages, cyberattacks, chain-wide incidents, acts of government, natural disasters).

19. Limitation of Liability

To the maximum extent permitted by law:

• GroveX and GRXCHAIN are not liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or any loss of profits, revenues, data, or goodwill.

• Where liability cannot be disclaimed, it is capped at the amount you paid for the applicable Service in the three (3) months preceding the event, to the extent permitted by law.

• Chain-Specific: GRXCHAIN is not liable for network downtime, forks, reorganisations, validator behaviour, gas spikes, MEV, or consequences of decentralisation.

20. Australian Consumer Law (ACL) — GroveX

Nothing in these Terms limits any rights you may have under the Australian Consumer Law. To the extent of any inconsistency, the ACL prevails over disclaimers and limitations in these Terms.

21. Indemnity

You agree to indemnify and hold harmless GroveX and GRXCHAIN (and their officers, directors, employees, and agents) from claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of your breach of these Terms, violation of law, or misuse of the Services.

22. Account Suspension & Termination (Exchange)

GroveX may suspend or terminate exchange accounts (with or without notice) for violations, suspected unlawful activity, risk, or to comply with legal obligations. (GRXCHAIN cannot “suspend” broadcast of valid on-chain transactions by network participants.)

23. Record Retention

We may retain records required by law (e.g., KYC, logs, transaction data) for the legally mandated period after account closure.

24. Governing Law & Dispute Resolution

• GroveX (Exchange Services): Governed by the laws of the State of Victoria and the Commonwealth of Australia. Disputes are subject to the exclusive jurisdiction of the courts in Melbourne, Victoria.

• GRXCHAIN (Blockchain Services): Governed by the laws of the British Virgin Islands. Disputes are subject to the exclusive jurisdiction of the courts of the BVI (Road Town, Tortola).

Class-Action Waiver: To the maximum extent permitted, disputes will be conducted only on an individual basis and not as a class or representative action. Nothing limits any non-waivable consumer rights.

25. Notices, Language, Assignment & Survival

We may provide notices via site postings, email, or in-product messages. The controlling language is English. You may not assign these Terms without written consent; we may assign in connection with mergers, acquisitions, or reorganisations. Sections relating to fees, IP, disclaimers, limitations, indemnity, governing law, and dispute resolution survive termination. Where practicable, GroveX will provide a reasonable withdrawal window on termination, subject to law and network conditions.

26. Intellectual Property

All IP in the GroveX platform is owned by GroveX Pty Ltd; all IP in GRX Chain core software, websites, and documentation is owned by GRXCHAIN Inc. Trademarks and logos (including “GroveX” and “GRX”) are owned by their respective entities. You may not use IP except as expressly permitted.

27. User Content & Feedback; Equitable Relief

By submitting content (e.g., tickets, reviews, code samples, suggestions), you grant a non-exclusive, worldwide, royalty-free licence to use, reproduce, modify, and display it to operate and improve the Services. You agree that breaches involving IP or API abuse may cause irreparable harm; we may seek injunctive or equitable relief without posting a bond where permitted by law.

28. Changes to These Terms

We may amend these Terms by posting updates with the revised “Last Updated” date. Updates are effective upon posting unless otherwise specified. Change Log / Versioning: Material changes will be summarised on a public Change Log page noting the effective date and a brief description of updates.

29. General Provisions

Severability & No Waiver. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. Our failure to enforce any provision is not a waiver of that provision or any other provision. Relationship of Parties. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. You and we are independent contractors. Assignment. You may not assign or transfer these Terms (by law or otherwise) without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate restructure, or asset transfer. Order of Precedence. In case of conflict, the following order of precedence applies: (1) a signed agreement (if any), (2) these Terms, (3) posted service-specific terms/policies, (4) documentation or FAQs, (5) marketing pages. Regional Availability & No Solicitation. Features, assets, and Services may not be available in all jurisdictions. Nothing on our sites or apps is an offer, invitation, or solicitation where such would be unlawful. Headings & Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” Automatic Updates (Web/App/SDK). We may automatically update or modify the Services, apps, APIs, or SDKs at any time. Continued use after an update constitutes acceptance of the updated version. App Store Terms. Where you obtain our apps via Apple App Store or Google Play, your use is also subject to their applicable terms. Apple/Google are not responsible for support or legal claims except as required by their policies. Official Languages / Governing Version. Translations (if any) are for convenience only. The controlling language of these Terms is English. Survival (Explicit List). Sections 6–8, 10–12, 13–22, 24–27, 29 (and any other provisions that by their nature should survive) survive termination. Service-Specific Terms. Certain features (e.g., staking programs, launchpads, API keys, listings) may have additional posted terms. Those terms are incorporated by reference and apply when you use the feature.

Contacts

• GroveX Pty Ltd (Melbourne, Victoria) — Legal/Compliance: [email protected]

• GRXCHAIN Inc. (BVI) — Legal/Compliance & Security: [email protected]